0001783398-23-000008.txt : 20230301 0001783398-23-000008.hdr.sgml : 20230301 20230301132253 ACCESSION NUMBER: 0001783398-23-000008 CONFORMED SUBMISSION TYPE: 10-K PUBLIC DOCUMENT COUNT: 112 CONFORMED PERIOD OF REPORT: 20221231 FILED AS OF DATE: 20230301 DATE AS OF CHANGE: 20230301 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UWM Holdings Corp CENTRAL INDEX KEY: 0001783398 STANDARD INDUSTRIAL CLASSIFICATION: MORTGAGE BANKERS & LOAN CORRESPONDENTS [6162] IRS NUMBER: 842124167 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-39189 FILM NUMBER: 23692296 BUSINESS ADDRESS: STREET 1: 585 SOUTH BLVD E CITY: PONTIAC STATE: MI ZIP: 48341 BUSINESS PHONE: 800-981-8898 MAIL ADDRESS: STREET 1: 585 SOUTH BLVD E CITY: PONTIAC STATE: MI ZIP: 48341 FORMER COMPANY: FORMER CONFORMED NAME: Gores Holdings IV, Inc. DATE OF NAME CHANGE: 20190723 10-K 1 uwmc-20221231.htm 10-K uwmc-20221231
FYfalse202200017833980.25P4Y10M17DP4M00017833982022-01-012022-12-310001783398us-gaap:CommonClassAMember2022-01-012022-12-310001783398us-gaap:WarrantMember2022-01-012022-12-3100017833982022-06-30iso4217:USD0001783398us-gaap:CommonClassAMember2023-02-24xbrli:shares0001783398uwmc:CommonClassDMember2023-02-2400017833982022-12-3100017833982021-12-31iso4217:USDxbrli:shares0001783398us-gaap:CommonClassAMember2021-12-310001783398us-gaap:CommonClassAMember2022-12-310001783398us-gaap:CommonClassBMember2022-12-310001783398us-gaap:CommonClassBMember2021-12-310001783398us-gaap:CommonClassCMember2021-12-310001783398us-gaap:CommonClassCMember2022-12-310001783398uwmc:CommonClassDMember2022-12-310001783398uwmc:CommonClassDMember2021-12-3100017833982021-01-012021-12-3100017833982020-01-012020-12-310001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2019-12-310001783398uwmc:CommonClassDMemberus-gaap:CommonStockMember2019-12-310001783398us-gaap:AdditionalPaidInCapitalMember2019-12-310001783398us-gaap:RetainedEarningsMember2019-12-310001783398us-gaap:NoncontrollingInterestMember2019-12-3100017833982019-12-310001783398us-gaap:RetainedEarningsMember2020-01-012020-12-310001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2020-12-310001783398uwmc:CommonClassDMemberus-gaap:CommonStockMember2020-12-310001783398us-gaap:AdditionalPaidInCapitalMember2020-12-310001783398us-gaap:RetainedEarningsMember2020-12-310001783398us-gaap:NoncontrollingInterestMember2020-12-3100017833982020-12-310001783398srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2020-12-310001783398srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2020-12-310001783398us-gaap:RetainedEarningsMember2021-01-012021-01-2000017833982021-01-012021-01-200001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-01-210001783398uwmc:CommonClassDMemberus-gaap:CommonStockMember2021-01-210001783398us-gaap:AdditionalPaidInCapitalMember2021-01-210001783398us-gaap:RetainedEarningsMember2021-01-210001783398us-gaap:NoncontrollingInterestMember2021-01-2100017833982021-01-210001783398us-gaap:RetainedEarningsMember2021-01-222021-12-3100017833982021-01-222021-12-310001783398us-gaap:NoncontrollingInterestMember2021-01-222021-12-310001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-01-222021-12-310001783398us-gaap:AdditionalPaidInCapitalMember2021-01-222021-12-310001783398srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:RetainedEarningsMember2021-07-012021-09-300001783398srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:NoncontrollingInterestMember2021-07-012021-09-300001783398srt:RevisionOfPriorPeriodReclassificationAdjustmentMember2021-07-012021-09-300001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2021-12-310001783398uwmc:CommonClassDMemberus-gaap:CommonStockMember2021-12-310001783398us-gaap:AdditionalPaidInCapitalMember2021-12-310001783398us-gaap:RetainedEarningsMember2021-12-310001783398us-gaap:NoncontrollingInterestMember2021-12-310001783398us-gaap:RetainedEarningsMember2022-01-012022-12-310001783398us-gaap:NoncontrollingInterestMember2022-01-012022-12-310001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-01-012022-12-310001783398us-gaap:AdditionalPaidInCapitalMember2022-01-012022-12-310001783398srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:RetainedEarningsMember2022-01-012022-12-310001783398srt:RevisionOfPriorPeriodReclassificationAdjustmentMemberus-gaap:NoncontrollingInterestMember2022-01-012022-12-310001783398srt:RevisionOfPriorPeriodReclassificationAdjustmentMember2022-01-012022-12-310001783398us-gaap:CommonClassAMemberus-gaap:CommonStockMember2022-12-310001783398uwmc:CommonClassDMemberus-gaap:CommonStockMember2022-12-310001783398us-gaap:AdditionalPaidInCapitalMember2022-12-310001783398us-gaap:RetainedEarningsMember2022-12-310001783398us-gaap:NoncontrollingInterestMember2022-12-310001783398uwmc:UWMLLCMember2021-01-200001783398uwmc:SFSCorpMember2021-01-21xbrli:pure0001783398uwmc:UwmHoldingsCorporationMember2021-01-210001783398us-gaap:CommonClassCMember2021-01-21uwmc:vote0001783398us-gaap:CommonClassAMember2021-01-210001783398uwmc:CommonClassDMember2021-01-210001783398us-gaap:CommonClassBMember2021-01-210001783398us-gaap:CommonClassBMember2022-01-012022-12-310001783398uwmc:ClassBAndClassDMemberuwmc:UwmHoldingsCorporationMemberuwmc:SFSCorpMember2021-01-212021-01-21uwmc:event0001783398us-gaap:CommonClassAMembersrt:MinimumMember2021-01-210001783398us-gaap:CommonClassAMembersrt:MaximumMember2021-01-210001783398uwmc:GoreHoldingsIVIncMember2021-01-212021-01-210001783398uwmc:GoresHoldingsIVIncMember2021-01-210001783398srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember2021-01-010001783398srt:CumulativeEffectPeriodOfAdoptionAdjustmentMemberus-gaap:RetainedEarningsMember2021-01-010001783398uwmc:GoresHoldingsIVIncMemberus-gaap:IPOMember2020-01-012020-01-310001783398us-gaap:CommonClassAMemberuwmc:GoresHoldingsIVIncMemberus-gaap:IPOMember2020-01-310001783398uwmc:GoresHoldingsIVIncMemberus-gaap:IPOMember2020-01-31iso4217:USDuwmc:unit0001783398us-gaap:CommonClassAMemberuwmc:GoresHoldingsIVIncMemberuwmc:PublicWarrantsMember2020-01-310001783398uwmc:GoresHoldingsIVIncMemberuwmc:PublicWarrantsMember2020-01-310001783398uwmc:PrivateWarrantsMemberuwmc:GoresHoldingsIVIncMember2020-01-31iso4217:USDuwmc:warrant0001783398uwmc:PublicWarrantsMember2021-01-210001783398uwmc:PrivateWarrantsMember2021-01-210001783398uwmc:GoresHoldingsIVIncMember2022-01-012022-12-310001783398uwmc:GoresHoldingsIVIncMember2021-01-012021-12-310001783398uwmc:A2020UWMHoldingsCorporationOmnibusIncentivePlanMember2022-12-310001783398us-gaap:InterestRateLockCommitmentsMemberus-gaap:NondesignatedMember2022-12-310001783398us-gaap:InterestRateLockCommitmentsMemberus-gaap:NondesignatedMember2021-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:NondesignatedMember2022-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:NondesignatedMember2021-12-310001783398us-gaap:NondesignatedMember2022-12-310001783398us-gaap:NondesignatedMember2021-12-3100017833982022-01-012022-03-310001783398uwmc:MortgageServicingRightsMember2022-12-310001783398uwmc:MortgageServicingRightsMember2021-12-310001783398uwmc:MortgageServicingRightsMember2020-12-310001783398uwmc:MortgageServicingRightsMember2022-01-012022-12-310001783398uwmc:MortgageServicingRightsMember2021-01-012021-12-310001783398uwmc:MortgageServicingRightsMember2019-12-310001783398uwmc:MortgageServicingRightsMember2020-01-012020-12-310001783398uwmc:MortgageServicingRightsMembersrt:MinimumMember2022-01-012022-12-310001783398uwmc:MortgageServicingRightsMembersrt:MaximumMember2022-01-012022-12-310001783398uwmc:MortgageServicingRightsMembersrt:WeightedAverageMember2022-01-012022-12-310001783398uwmc:MortgageServicingRightsMembersrt:MinimumMember2022-01-012022-03-310001783398uwmc:MortgageServicingRightsMembersrt:MaximumMember2022-01-012022-03-310001783398uwmc:MortgageServicingRightsMembersrt:WeightedAverageMember2022-01-012022-03-310001783398srt:MinimumMemberus-gaap:FurnitureAndFixturesMember2022-01-012022-12-310001783398srt:MinimumMemberus-gaap:SoftwareAndSoftwareDevelopmentCostsMember2022-01-012022-12-310001783398us-gaap:SoftwareAndSoftwareDevelopmentCostsMembersrt:MaximumMember2022-01-012022-12-310001783398us-gaap:FurnitureAndFixturesMembersrt:MaximumMember2022-01-012022-12-310001783398us-gaap:LeaseholdImprovementsMember2022-12-310001783398us-gaap:LeaseholdImprovementsMember2021-12-310001783398us-gaap:FurnitureAndFixturesMember2022-12-310001783398us-gaap:FurnitureAndFixturesMember2021-12-310001783398us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2022-12-310001783398us-gaap:SoftwareAndSoftwareDevelopmentCostsMember2021-12-310001783398us-gaap:ConstructionInProgressMember2022-12-310001783398us-gaap:ConstructionInProgressMember2021-12-310001783398srt:MinimumMember2022-12-310001783398srt:MaximumMember2022-12-310001783398uwmc:RelatedPartyFinanceLeaseMember2022-01-012022-12-310001783398uwmc:RelatedPartyFinanceLeaseMember2021-01-012021-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditElectedNotToRenewMember2022-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditElectedNotToRenewMember2021-12-310001783398uwmc:LineOfCreditDueJanuary182023Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueJanuary182023Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditDueMarch222023Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueMarch222023Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditDueApril232023Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueApril232023Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditDueMay232023Member2022-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditDueMay232023Member2021-12-310001783398uwmc:LineOfCreditDueJuly282023Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueJuly282023Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditDueAugust302023Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueAugust302023Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditDueSeptember62022Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueSeptember62022Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditDueSeptember262023Member2022-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditDueSeptember262023Member2021-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditDueNovember82023Member2022-12-310001783398uwmc:WarehouseLineOfCreditMemberuwmc:LineOfCreditDueNovember82023Member2021-12-310001783398uwmc:LineOfCreditDueDecember212023Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueDecember212023Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditDueJanuary82024Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueJanuary82024Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditDueFebruary2120241Memberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditDueFebruary2120241Memberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditWithEarlyFundingASAPMemberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditWithEarlyFundingASAPMemberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditWithEarlyFundingEFMemberuwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:LineOfCreditWithEarlyFundingEFMemberuwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:WarehouseLineOfCreditMember2022-12-310001783398uwmc:WarehouseLineOfCreditMember2021-12-310001783398uwmc:LineOfCreditThroughEarlyFundingProgramMemberuwmc:WarehouseLineOfCreditMember2022-12-310001783398us-gaap:RevolvingCreditFacilityMemberuwmc:MSRFacilityMemberus-gaap:LineOfCreditMember2022-09-300001783398us-gaap:RevolvingCreditFacilityMemberuwmc:MSRFacilityMemberus-gaap:LineOfCreditMember2022-12-310001783398uwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:SeniorNotesMember2022-12-310001783398uwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:SeniorNotesMember2021-12-310001783398uwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2022-12-310001783398uwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2021-12-310001783398uwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2022-12-310001783398uwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2021-12-310001783398uwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:SeniorNotesMember2020-11-030001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:SeniorNotesMember2022-11-152025-11-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMember2022-11-152025-11-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:SeniorNotesMember2022-11-152025-11-150001783398uwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2021-04-070001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:SeniorNotesMember2024-04-152029-04-150001783398srt:ScenarioForecastMemberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2024-04-152029-04-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2024-04-152029-04-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueApril152029Membersrt:MaximumMemberus-gaap:SeniorNotesMember2021-04-072024-04-140001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2021-04-072024-04-140001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMemberus-gaap:SeniorNotesMember2021-04-072024-04-140001783398uwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2021-11-220001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:DebtInstrumentRedemptionPeriodOneMemberus-gaap:SeniorNotesMember2024-06-152027-06-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:DebtInstrumentRedemptionPeriodTwoMemberus-gaap:SeniorNotesMember2024-06-152027-06-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2024-06-152027-06-150001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueJune152027Membersrt:MaximumMemberus-gaap:SeniorNotesMember2021-11-222024-06-140001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2021-11-222024-06-140001783398srt:ScenarioForecastMemberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:DebtInstrumentRedemptionPeriodThreeMemberus-gaap:SeniorNotesMember2021-11-222024-06-140001783398us-gaap:RevolvingCreditFacilityMemberuwmc:RevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2022-08-080001783398us-gaap:RevolvingCreditFacilityMemberuwmc:RevolvingCreditAgreementMemberus-gaap:LineOfCreditMember2022-12-310001783398uwmc:HoldingsLLCMember2022-01-012022-12-310001783398us-gaap:SecuredDebtMembersrt:MinimumMember2022-01-012022-12-310001783398us-gaap:SecuredDebtMembersrt:MaximumMember2022-01-012022-12-310001783398us-gaap:CommonClassAMemberuwmc:HoldingsLLCMember2022-12-310001783398us-gaap:CommonClassAMemberuwmc:HoldingsLLCMember2021-12-310001783398us-gaap:CommonClassBMemberuwmc:SFSCorpMemberuwmc:HoldingsLLCMember2022-12-310001783398us-gaap:CommonClassBMemberuwmc:SFSCorpMemberuwmc:HoldingsLLCMember2021-12-310001783398uwmc:HoldingsLLCMember2022-12-310001783398uwmc:HoldingsLLCMember2021-12-310001783398us-gaap:RestrictedStockUnitsRSUMember2022-01-012022-12-310001783398uwmc:FNMAFHLMCAndGNMAMember2022-12-310001783398us-gaap:FairValueInputsLevel1Member2022-12-310001783398us-gaap:FairValueInputsLevel2Member2022-12-310001783398us-gaap:FairValueInputsLevel3Member2022-12-310001783398us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateLockCommitmentsMember2022-12-310001783398us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateLockCommitmentsMember2022-12-310001783398us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateLockCommitmentsMember2022-12-310001783398us-gaap:InterestRateLockCommitmentsMember2022-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:FairValueInputsLevel1Member2022-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:FairValueInputsLevel2Member2022-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:FairValueInputsLevel3Member2022-12-310001783398uwmc:ForwardLoanSaleCommitmentsMember2022-12-310001783398uwmc:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel1Member2022-12-310001783398uwmc:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel2Member2022-12-310001783398uwmc:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Member2022-12-310001783398us-gaap:FairValueInputsLevel1Member2021-12-310001783398us-gaap:FairValueInputsLevel2Member2021-12-310001783398us-gaap:FairValueInputsLevel3Member2021-12-310001783398us-gaap:FairValueInputsLevel1Memberus-gaap:InterestRateLockCommitmentsMember2021-12-310001783398us-gaap:FairValueInputsLevel2Memberus-gaap:InterestRateLockCommitmentsMember2021-12-310001783398us-gaap:FairValueInputsLevel3Memberus-gaap:InterestRateLockCommitmentsMember2021-12-310001783398us-gaap:InterestRateLockCommitmentsMember2021-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:FairValueInputsLevel1Member2021-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:FairValueInputsLevel2Member2021-12-310001783398uwmc:ForwardLoanSaleCommitmentsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001783398uwmc:ForwardLoanSaleCommitmentsMember2021-12-310001783398uwmc:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel1Member2021-12-310001783398uwmc:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel2Member2021-12-310001783398uwmc:MortgageServicingRightsMemberus-gaap:FairValueInputsLevel3Member2021-12-310001783398uwmc:MeasurementInputPullThroughRateMemberus-gaap:InterestRateLockCommitmentsMembersrt:WeightedAverageMember2022-12-310001783398uwmc:MeasurementInputPullThroughRateMemberus-gaap:InterestRateLockCommitmentsMembersrt:WeightedAverageMember2021-12-310001783398uwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberuwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2022-12-310001783398uwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberuwmc:SeniorUnsecuredNotesDueNovember152025Memberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueApril152029Memberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberuwmc:SeniorUnsecuredNotesDueJune152027Memberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2022-12-310001783398us-gaap:FairValueInputsLevel2Memberus-gaap:CarryingReportedAmountFairValueDisclosureMemberus-gaap:SeniorNotesMember2021-12-310001783398us-gaap:EstimateOfFairValueFairValueDisclosureMemberus-gaap:FairValueInputsLevel2Memberus-gaap:SeniorNotesMember2021-12-310001783398srt:ManagementMember2021-01-012021-03-310001783398srt:AffiliatedEntityMember2022-01-012022-12-310001783398srt:AffiliatedEntityMember2021-01-012021-12-310001783398srt:AffiliatedEntityMember2020-01-012020-12-3100017833982021-10-012021-12-3100017833982022-10-012022-12-310001783398us-gaap:RestrictedStockUnitsRSUMember2021-12-310001783398us-gaap:RestrictedStockUnitsRSUMember2020-12-310001783398us-gaap:RestrictedStockUnitsRSUMember2021-01-012021-12-310001783398us-gaap:RestrictedStockUnitsRSUMember2022-12-310001783398us-gaap:RestrictedStockUnitsRSUMember2022-09-012022-09-010001783398us-gaap:ShareBasedCompensationAwardTrancheTwoMemberus-gaap:RestrictedStockUnitsRSUMember2022-09-012022-09-010001783398us-gaap:RestrictedStockUnitsRSUMemberuwmc:ShareBasedPaymentArrangementTrancheFourMember2022-09-012022-09-010001783398us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheOneMember2022-09-012022-09-010001783398us-gaap:RestrictedStockUnitsRSUMemberus-gaap:ShareBasedCompensationAwardTrancheThreeMember2022-09-012022-09-0100017833982022-09-012022-09-010001783398us-gaap:SubsequentEventMemberus-gaap:CommonClassAMember2023-01-012023-03-010001783398us-gaap:SubsequentEventMember2023-04-112023-04-110001783398us-gaap:SubsequentEventMemberuwmc:ExcessServicingCashFlowsMember2023-03-010001783398us-gaap:SubsequentEventMemberuwmc:ExcessServicingCashFlowsMember2023-01-012023-03-010001783398us-gaap:SubsequentEventMemberuwmc:MortgageServicingInstrumentMember2023-03-010001783398us-gaap:SubsequentEventMemberuwmc:MortgageServicingInstrumentMember2023-01-012023-03-01
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, 2022
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)
Delaware
84-2124167
(State or other jurisdiction of incorporation or organization)
(I.R.S. Employer Identification No.)
585 South Boulevard E.
Pontiac,MI48341
(Address of Principal Executive Offices)
(Zip Code)
(800) 981-8898
Registrant's telephone number, including area code
N/A
(Former name, former address and former fiscal year, if changed since last report)
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading Symbol(s)Name of each exchange on which registered
Class A Common Stock, par value $0.0001 per shareUWMCNew York Stock Exchange
Warrants, each warrant exercisable for one share of Class A Common StockUWMCWSNew York Stock Exchange
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes o No x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes o No x

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

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 ☐
Accelerated filer
x
Non-accelerated filer  
☐
Smaller reporting company
 ☐
Emerging growth company
 ☐
        
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report. x
If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements. o 

Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officers during the relevant recovery period pursuant to §240.10D-1(b). o

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

The aggregate market value of the registrant's voting stock held by non-affiliates on June 30, 2022 was $326,829,162, based on the closing price on the New
York Stock Exchange on that date of $3.54. (Does not include shares issuable upon exercise of warrants).

As of February 24, 2023, the registrant had 93,101,971 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the registrant’s definitive proxy statement for use in connection with its 2023 Annual Meeting of Stockholders, which is to be filed no later than 120
days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.

Table of Contents
Section NamePage
PART I
PART II
Item 8. Financial Statements and Supplementary Data
PART III
PART IV




GLOSSARY OF TERMS

Terms
Definitions
“Fannie Mae”
The Federal National Mortgage Association is a government-sponsored enterprise that purchases qualifying mortgage loans from mortgage lenders, packages them together, and sells them as a mortgage-backed security to investors on the secondary market.
“FHA”
The Federal Housing Administration is a governmental agency that provides mortgage insurance on loans made by FHA-approved lenders.
“Forward-settling Loan Sale Commitment” or “FLSC” or “TBA”
A forward-settling Loan Sale Commitment (also referred to as a FLSC or a TBA) is a forward derivative that requires a mortgage lender to commit to deliver at a specific future date a mortgage-backed security issued by Fannie Mae, Freddie Mac or guaranteed by Ginnie Mae which is collateralized by an undesignated pool of mortgage loans.
“Freddie Mac”
The Federal Home Loan Mortgage Corporation is a government-sponsored enterprise that purchases qualifying mortgage loans from mortgage lenders, packages them together, and sells them as a mortgage-backed security to investors on the secondary market.
“Ginnie Mae”
Government National Mortgage Association is a government-owned corporation that guarantees mortgage-backed securities that have been guaranteed by a government agency, mainly the Federal Housing Administration and the Veterans Administration.
“GSE”
Government-sponsored enterprises, such as Fannie Mae and Freddie Mac.
“interest rate lock commitment” or “IRLC”
An interest rate lock commitment is a binding agreement by a mortgage lender with a borrower to extend a mortgage loan at a specified interest rate and term within a specified period of time.
“loan officers”
We use the term loan officers to refer to the individual employees of our clients. Each loan officer is licensed, or exempt from licensure, in the state or states in which he or she operates.
“mortgage-backed security” or “MBS”
Mortgage-backed securities, or MBSs, are securities that are secured by a pool of mortgage loans, which does not include the MSRs which are separated from the mortgage loan prior to the mortgage loan being placed in the pool and are therefore not part of the collateral.
“mortgage servicing rights” or “MSRs”
Mortgage servicing rights, or MSRs, are the right to service a mortgage loan for a fee, which rights are separated from the mortgage loan once the mortgage loan is sold in the secondary market.
“To Be Announced market”
The To Be Announced market is a secondary market where FLSCs or TBAs are sold by lenders seeking to hedge the risk that market interest rates may change and lock in a price for the mortgages they are in the process of originating.
1
Cautionary Note Regarding Forward-Looking Statements

This report contains “forward-looking statements” within the meaning of Section 27A of the Securities Act and Section 21E of the Exchange Act. These forward-looking statements relate to expectations for future financial performance, business strategies or expectations for our business. Specifically, forward-looking statements in this report include statements relating to:

•the future financial performance of our business;
•our future growth, including our loan originations and position in the industry compared to our peers;
•our client-based business strategies, strategic initiatives, technological developments and product pipeline;
•expectations regarding the impact and timing of discontinuation of LIBOR on our warehouse and other facilities;
•the impact of interest rate risk on our business;
•our ability to renew our sale and repurchase agreements, and the impacts of counterparty risks on our business;
•our mitigation of credit risks and the impacts of defaults on our business, as well as our risk mitigation strategies;
•our accounting policies and recent amendments to the FASB rules regulations;
•macroeconomic conditions that may affect our business and the mortgage industry in general;
•political and geopolitical conditions that may affect our business and the mortgage industry in general;
•our utilization of our warehouse facilities, MSR Facility, and Revolving Credit Facility, including outstanding borrowings through 2023;
•the impact of litigation on our financial position;
•our repurchase and indemnification obligations; and
•other statements preceded by, followed by or that include the words “may,” “can,” “should,” “will,” “estimate,” “plan,” “project,” “forecast,” “intend,” “expect,” “anticipate,” “believe,” “seek,” “target” or similar expressions.

These forward-looking statements involve estimates and assumptions which may be affected by risks and uncertainties
in the Company’s business, as well as other external factors, which could cause future results to materially differ from those
expressed or implied in any forward-looking statement including those risks set forth below in Risk Factor Summary and the
other risks and uncertainties indicated in this report, including those set forth under the section entitled “Risk Factors.”

All forward-looking statements speak only as of the date of this report and should not be relied upon as representing our views as of any subsequent date. We do not undertake any obligation to update forward-looking statements to reflect events or circumstances after the date they were made, whether as a result of new information, future events or otherwise, except as may be required under applicable securities laws.

RISK FACTOR SUMMARY

An investment in our securities involves substantial risk. Our ability to execute on our strategy also is subject to certain risks. The risks described under the heading “Risk Factors” immediately following the Summary below may cause us not to realize the full benefits of our competitive strengths or may cause us to be unable to successfully execute all or part of our strategy. Some of the more significant challenges and risks we face include the following:
•our dependence on macroeconomic and U.S. residential real estate market conditions, including changes in U.S. monetary policies that affect interest rates;
•our reliance on our warehouse facilities to fund mortgage loans and otherwise operate our business, leveraging of assets under these facilities and the risk of a decrease in the value of the collateral underlying certain of our facilities causing an unanticipated margin call;
•our ability to sell loans in the secondary market, including to government sponsored enterprises, and to securitize our loans into mortgage-backed securities through the GSEs and Ginnie Mae, and our ability to sell MSRs in the bulk MSR secondary market;
•our dependence on the GSEs and the risk of changes to these entities and their roles, including, as a result of GSE reform, termination of conservatorship or efforts to increase the capital levels of the GSEs;
•changes in the GSEs’, FHA, USDA and VA guidelines or GSE and Ginnie Mae guarantees;
•our dependence on licensed residential mortgage officers or entities, including brokers that arrange for funding of mortgage loans, or banks, credit unions or other entities that use their own funds or warehouse
2
facilities to fund mortgage loans, but in any case do not underwrite or otherwise make the credit decision with regard to such mortgage loans to originate mortgage loans;
•the unique challenges posed to our business by the COVID-19 pandemic and the impact of governmental actions taken in response to the pandemic on our ability to originate mortgages, our servicing operations, our liquidity and our team members;
•the risk that an increase in the value of the MBSs we sell in forward markets to hedge our pipeline may result in an unanticipated margin call;
•our inability to continue to grow, or to effectively manage the growth of, our loan origination volume;
•our ability to continue to attract and retain our Independent Mortgage Broker relationships;
•the occurrence of a data breach or other failure of our cybersecurity;
•loss of key management;
•reliance on third-party software and services;
•reliance on third-party sub-servicers to service our mortgage loans or our mortgage servicing rights;
•intense competition in the mortgage industry;
•our ability to implement technological innovation;
•our ability to continue to comply with the complex state and federal laws, regulations or practices applicable to mortgage loan origination and servicing in general, including maintaining the appropriate state licenses, managing the costs and operational risk associated with material changes to such laws;
•fines or other penalties associated with the conduct of Independent Mortgage Brokers;
•errors or the ineffectiveness of internal and external models or data we rely on to manage risk and make business decisions;
•loss or inability to enforce intellectual property rights or contractual rights;
•risk of counterparty terminating servicing rights and contracts;
•the possibility that we may be adversely affected by other economic, business, and/or competitive factors; and
•the requirements of being a public company may strain our resources, divert management’s attention and affect our ability to attract and retain qualified board members and team members.
PART I
Item 1. Business

Unless otherwise indicated or the context otherwise requires, when used in this Annual Report, the term “UWMC” means UWM Holdings Corporation, “UWM” means United Wholesale Mortgage, LLC and "the Company," “we,” “our” and “us” refer to UWM Holdings Corporation and our subsidiaries.

Overview

We are the publicly traded indirect parent of United Wholesale Mortgage, LLC (“UWM”). Commencing in the third quarter of 2022, UWM is the largest overall residential mortgage lender in the U.S., despite originating mortgage loans exclusively through the wholesale channel. For the last eight years, including the year ended December 31, 2022, we have been the largest Wholesale Mortgage Lender in the U.S. by closed loan volume. We originate primarily conforming and government loans across all 50 states and the District of Columbia.

We are focused on propelling the wholesale mortgage broker channel forward. During 2022, as interest rates rose and the mortgage industry experienced a slow-down of refinancings, we continued to make significant strides to provide Independent Mortgage Brokers with a variety of product offerings to address market conditions and bring more awareness to the broker channel overall and the value that this channel provides to consumers. With a culture of continuous innovation of technology, enhanced client experience, and market responsive pricing and profitability enhancements, our main goal has been to ensure the Independent Mortgage Broker community, and therefore UWM, is set up to win.

3
Founded in 1986 and headquartered in Pontiac, Michigan, we have built a client-focused, team-oriented culture that strives to bring superior customer service, efficiency and operational stability to our clients, the Independent Mortgage Brokers. UWM completed its business combination with Gores Holdings IV, Inc. (“Gores IV”) on January 21, 2021, pursuant to which UWM became an indirect subsidiary of Gores IV. Upon consummation of the business combination, Gores IV changed its name to UWM Holdings Corporation. We began trading on the New York Stock Exchange on January 22, 2021 under the ticker symbol UWMC.

Strategy

Our principal strategy that has driven our substantial growth over the past years, is our strategic decision to operate solely as a Wholesale Mortgage Lender—thereby avoiding conflict with our partners, the Independent Mortgage Brokers and their direct relationship with borrowers. We believe that by not competing for the borrower connection and relationship, we are able to generate significantly higher loyalty and satisfaction from our clients (the Independent Mortgage Brokers) who, in turn, armed with our partnership tools are positioned to direct a growing share of the residential mortgage volume nationwide.

Integral components of our strategy are (1) continuing our leadership position in the growing wholesale channel by investing in technology and partnership tools designed to meet the needs of Independent Mortgage Brokers and their customers, (2) capitalizing on our strategic advantages which include a singular focus on the wholesale channel, that can quickly adapt to market conditions and opportunities, and ample capital and liquidity, (3) employing our six pillars (see below) to drive a unique culture that we believe results in a durable competitive advantage and (4) originating high quality loans, the vast majority of which are backed directly or indirectly by the federal government, to minimize market risks and to maximize opportunity in different macroeconomic environments.

The residential mortgage loan financing process typically involves three stages:
uwmc-20221231_g1.jpg
•Initiate Borrower Connection. A broker or other party is approached by a potential borrower for a mortgage loan. This party advises the borrower on loan options, runs the initial credit check, gathers the borrower’s information for the loan application and submits the loan application.
•Underwrite, Close and Fund. The borrower’s loan application is reviewed, the mortgage loan is underwritten, the borrower is approved, the closing is arranged and the loan is funded, collectively referred to as loan origination.
•Portfolio or Package and Sell mortgage loan into Secondary Market Sales. The loan is either placed into an investment portfolio (in the case of banks and typically only for certain loans tied to shorter term interest rates) or packaged together with other loans and sold as MBS to investors in the secondary market.

We operate exclusively as a Wholesale Mortgage Lender and only originate, underwrite and close mortgage loans arranged by an Independent Mortgage Broker. We believe that by focusing only on the wholesale channel, we can be a true partner to our clients (all of which are Independent Mortgage Brokers). Unlike “Retail Mortgage Lenders” that both offer mortgage loans directly to individual borrowers and underwrite the mortgage loans, we do not work directly with the borrower during the mortgage loan financing process.

Many of our competitors are primarily Retail Mortgage Lenders that also compete in the wholesale channel as Wholesale Mortgage Lenders. We believe that by competing in both channels, these competitors have an inherent conflict that makes them a less attractive option for Independent Mortgage Brokers when deciding which lender to work with when originating a mortgage loan. We further believe that this competitive advantage is a major reason that has and will continue to drive market share growth and loan production as the wholesale channel grows.



4
Leading in the Growing Wholesale Channel

According to the Nationwide Multistate Licensing System ("NMLS"), as of September 30, 2022, there were approximately 386,000 federally registered mortgage loan officers in the U.S. Our exclusive focus on the wholesale channel has resulted in relationships with over 12,000 independent broker businesses throughout the U.S., with over 45,000 associated loan officers—of which approximately 33,000 have submitted a loan to us during the year 2022. As the wholesale channel continues to grow, especially in a rising interest rate environment, we see a significant opportunity for these mortgage loan officers to join the wholesale channel.

Benefits to Borrower

•Provides Trusted Advisor in Complex Financial Instruments. Independent Mortgage Brokers serve as advisors to borrowers, leveraging their deep knowledge base of complex financial products to help borrowers make informed decisions. Independent Mortgage Brokers assist prospective borrowers in analyzing their financial situation, assessing his or her credit history and current mortgage and making an informed decision based on their personal circumstances.
•Maximizes Optionality. Independent Mortgage Brokers are able to provide borrowers with multiple options on product structure and pricing rather than being rooted in a single platform offering, which we believe empowers borrowers and enhances their borrowing experience. We believe that Independent Mortgage Brokers are able to deliver borrowers access to better rates than their Retail Mortgage Lender counterparts. As a partner to our clients, we continually strive to provide a range of residential loan options, so that our clients can match the needs of their borrowers with our product offerings.
•Streamlines and Enhances the Experience. Independent Mortgage Brokers are best positioned to be the single personalized point-of-contact for the loan process and provide borrowers a superior customer service experience.
•Aligns Interest. In the wholesale channel, the interests of the Independent Mortgage Broker and the borrower are aligned to achieve the best outcome for the borrower—which increases borrower loyalty to the Independent Mortgage Broker and provides a greater likelihood that the borrower will retain the advisor for future transactions.

Benefits to Independent Mortgage Broker

•Drives Brand Recognition and Loyalty. We believe that allowing Independent Mortgage Brokers to “own” the relationship with the borrower drives client brand recognition and loyalty. When borrowers view their Independent Mortgage Brokers as the person who delivered the superior results, rather than just as a conduit to funding, they are more likely to return to that Independent Mortgage Broker for their next residential mortgage loan, whether it is a new purchase or a refinance. Our technology provides Independent Mortgage Brokers with advanced personalized marketing tools to establish and maintain their borrower relationships.
•Offers Flexibility. We believe that Independent Mortgage Brokers and their loan officers are better served by the wholesale channel as it provides them the flexibility of matching their borrowers’ needs with the most applicable lender and lender program. A Wholesale Mortgage Lender needs to earn business every day. If the Wholesale Mortgage Lender is not faster, easier and more affordable, it will not be successful in earning that business.
• Develops and Protects Relationship with Borrower. Utilizing the wholesale channel with a true Wholesale Mortgage Lender allows Independent Mortgage Brokers to both cultivate new borrower relationships and maintain their relationships with borrowers throughout the mortgage lending process and beyond with less risk of being replaced by the lender in the next new purchase or a refinance. Retail Mortgage Lenders that dabble in the wholesale channel do not afford this protected relationship.
•Ability to Provide Superior Sophisticated and Personalized Service. The wholesale channel allows Independent Mortgage Brokers to offer a diverse set of product options and capitalize on the benefits of scale to offer superior service, such as turn times and pull through rates, with the focus on personal service. Our suite of full-service technology platforms positions Independent Mortgage Brokers to effectively compete with banks and other non-bank loan originators by delivering a closely managed end-to-end experience for the borrower from origination through closing.


5
Benefits to UWM
•Access to Extensive Network. The wholesale channel offers us access to a broad network of Independent Mortgage Brokers, reducing reliance on any one entity or any geographic region.
•Volume Levels Supports Significant Automation. Our volume allows for significant investment in automating each step of the residential loan process, which in turn reduces error rates, improves customer service and enhances efficiency.
•Distribute Fixed Cost Across Wider Network. Our exclusive focus on the wholesale channel reduces our fixed costs by allowing us to distribute costs across a wider network of clients. We invest in the personnel and technology resources to underwrite, close, fund and sell residential mortgage loans. This results in a minimal fixed cost base for origination and high marginal profitability.
•Supports Scalability. We believe that our exclusive focus on the wholesale channel coupled with our efficient and centralized processes, cost structure and technology platform has resulted in a business that is highly scalable with minimal incremental investment.

Capitalizing on our Strategic Advantages

We believe that our exclusive focus on the wholesale channel along with our business model, team members, technologies and competitive position provide us with some significant strategic advantages.
•Strong Brand Recognition. Our leading position as a Wholesale Mortgage Lender and ability to deliver superior client service provides us strong brand recognition with Independent Mortgage Brokers. Starting in the third quarter 2022, we were the largest residential mortgage lender in the U.S. For the year ended December 31, 2022, we had approximately 38% market share in the wholesale channel (based on data released by Inside Mortgage Finance ("IMF")) and 8% share of the overall mortgage market.
•Operational Excellence. We believe our exclusive focus on the wholesale channel provides us with a differentiated, client-centric business model that enables us to invest in, and deliver to our clients, a full suite of technology and workflow solutions that allow for industry-leading closing times for our clients. For the year ended December 31, 2022, we originated approximately 348,000 loans, down from approximately 654,000 loans for the year ended December 31, 2021. For the year ended December 31, 2022, our average application to clear to close time was 18 business days, compared to management's estimate of the industry average of 50 calendar days for 2022. During 2022, we closed an average of 5.9 loans per month per production team member, well above the industry average of 1.7 during the nine months ended September 30, 2022 (based on a Mortgage Bankers Association report). Furthermore, we delivered this speed while receiving an 89% average monthly client Net Promoter Score ("NPS") for the year ended December 31, 2022, as well as an 86% average monthly client NPS for the past six years.
•Innovative Technology Platforms. Leveraging our culture of continuous technological innovation, we have built proprietary technology platforms and exclusively license technology that support our clients and borrowers to provide what we believe to be a best-in-class client experience. We believe that our technology platforms provide us with a competitive advantage, driving client retention and offering the ability to efficiently and quickly achieve closings on loan originations. We offer our clients a complete platform with a highly efficient, external-facing interface that includes required regulatory and compliance mechanisms. We seek to continuously improve and innovate our technology platforms and have a team of over 1,100 full time team members as of December 31, 2022 committed to our information systems and technologies.












6
Employing Our Six Pillars to Drive a Durable Competitive Advantage
uwmc-20221231_g2.jpg
    We were founded with a simple goal in mind: attract great people, to a great workplace, and give them the tools they need to do great work. Our culture is based on six pillars:

•People—our people are the secret to our success. We invest in our team members with continuous and real-time training so they can continue to set the standard. Team members are given a path to succeed and are rewarded for that success.
•Service—We pride ourselves on creating a memorable service experience for every partner. Internal service among team members is critical.
•Relationship driven—Our long-term reputation is more important than short-term gains. We place a premium on creating lasting relationships with our clients and counterparties, such as our Independent Mortgage Brokers, warehouse banks, vendors, regulators and other agencies.
•Thumb pointers—Team members are focused on accountability and personal responsibility. Our team members concentrate on taking ownership, improving and delivering results.
•Continuous improvement—We develop and introduce cutting-edge, industry leading technology and information processes.
•Fun and friendship—We are a big believer that work can (and should) be fun. It’s about finding your passion and purpose—but always leaving time for friendship and camaraderie. UWM is consistently recognized as a great place to work, winning Top Workplaces USA in 2022 along with its 10th year in-a-row of both Best and Brightest Metro Detroit and Best and Brightest National.

These core principles influence everything we do and form the basis of our client-focused culture.

Originating High Quality Loans Backed Directly or Indirectly by the Federal Government to Minimize Risks and to Maximize Opportunity in Different Macroeconomic Environments

An integral component to our strategy is to originate high quality loans throughout the U.S. For the year ended December 31, 2022, our borrowers had a weighted average FICO score of approximately 738 as compared to a weighted average FICO score of 750 for the year ended December 31, 2021. The following charts illustrate our loan originations portfolio by type and FICO score mix for the year ended December 31, 2022:

7
uwmc-20221231_g3.jpg

Our model is focused on the origination business, with a specific focus on purchase loans. Historically, residential purchase mortgage loan origination volume has experienced less volatility in response to interest rate movements than the refinancing mortgage loan origination volume. Consequently, we believe that by focusing on the purchase business we will be better positioned to deliver more consistent volume in increasing and decreasing interest rate environments. In rising interest rate environments, we believe that our demonstrated reputation for excellent client service and short loan closing times will drive continued purchase mortgage volume, our broad client base will allow us to capitalize on lead generation and our cost structure will allow us to be more competitive on margins.

We currently retain the majority of the mortgage servicing rights ("MSRs") associated with our production, but we have, and intend to continue to opportunistically sell MSRs depending on market conditions. This nimble approach has provided us funding flexibility, and reduced legacy MSR asset exposure. In addition, our wholesale-only business is uniquely positioned to capture a greater share of purchase originations and, we believe, provides a competitive advantage relative to correspondent or various retail origination models.

Our Loan Programs

Over the past 10 years we have developed technologies and processes that allow us to quickly introduce and market new loan programs or to adjust for existing loan programs and to adapt services and offerings to ever-changing markets for home financing. These technologies allow us to quickly and efficiently build guidelines, rules, pricing, and controls into our loan origination platforms and workflows; generate new loan documents, disclosures and program descriptions from our systems; and efficiently distribute internal communications. By having nimble and flexible systems that are controlled internally, we believe we are better positioned to take advantage of market opportunities when they present themselves and change the direction of loan programs when the market dictates.

Conventional agency-conforming mortgage loans

Since 2012, we have been primarily focused on originating conventional, agency-eligible loans that can be sold to Fannie Mae, Freddie Mac or transferred to Ginnie Mae pools for sale in the secondary market. Our conventional agency-conforming loans meet the general underwriting guidelines established by Fannie Mae and Freddie Mac. Loans that are written under the FHA program, the VA program or the USDA program are guaranteed by the governmental agencies and then transferred to Ginnie Mae pools for sale in the secondary market. Substantially all of our mortgage loans are underwritten to the “Qualified Mortgage” underwriting standards established by the Consumer Financial Protection Bureau ("CFPB"). For the year ended December 31, 2022, 94% of loans originated were sold to Fannie Mae or Freddie Mac, or were transferred to Ginnie Mae pools in the secondary market, while the remainder were primarily jumbo loans that are underwritten to the same “Qualified Mortgage" underwriting standards and have a similar risk profile but are sold to third party investors purely due to loan size.








8
The following table summarizes our loan production by loan type for the periods indicated.

($ in thousands)
Loan Type		For the year ended December 31, 2022For the year ended December 31, 2021For the year ended December 31, 2020
Purchase:
Conventional$62,274,030 $63,026,794 $33,717,939 
Government23,773,422 14,833,808 8,619,874 
Jumbo and other4,782,879 9,395,143 583,299 
Total purchase$90,830,331 $87,255,745 $42,921,112 
Refinance:
Conventional$27,059,252 $120,152,065 $119,807,647 
Government7,834,636 12,034,583 18,921,473 
Jumbo and other1,561,242 7,061,299 897,409 
Total refinance36,455,130 139,247,947 139,626,529 
Total Loan Production$127,285,461 $226,503,692 $182,547,641 
Production volume (closest '000)348,000 654,000 561,000 
Average initial loan balance$365 $346 $325 

Our Mortgage Lending Process

We believe that our highly scaled, efficient and centralized mortgage lending processes are key to our success. Utilizing our proprietary system, “Easiest Application System Ever” (EASETM), and our dedicated team members we focus on client service, and loan quality throughout the entire loan origination, underwriting and closing processes. EASETM automates the process and, based on the jurisdictional requirements of the client and borrower, automatically generates the necessary documents required by us and by the clients for applications. The entire origination, underwriting and preparation of closing documents takes place in our centralized, paperless work environment where documents and data are entered into EASETM and are reviewed, processed and analyzed based on a set of pre-determined, rules-based workflows. We focus on speed to close as it is one of the primary metrics for client satisfaction. We believe our closing process is the most efficient in the industry and results in shorter application to clear-to-close times than any of the other major Retail Mortgage Lenders or Wholesale Mortgage Lenders. For both the years ended December 31, 2022 and December 31, 2021, we delivered an average of 18 business days from loan application to clear to close, as compared to management's estimates of the industry averages of 50 and 46 calendar days, respectively.

Our rules-based mortgage loan origination system, or LOS allows multiple teams to work on the same loan at the same time, to track and be alerted to missing or incomplete items, to flag items in order to alert other team members of possible deficiencies and to have visibility into the history, status and progress of loans in process. We use advanced technologies and workflow systems to assist all underwriting and operations team members in prioritizing which loans require their immediate attention and to monitor each team’s progress so workload-balancing decisions can be made among the operation teams in real time and avoid bottlenecks.

Underwriting

Our underwriting process is one of our key strategic advantages as our extensive training program and technology platforms allow us to produce a portfolio of high-quality loans, with an industry-leading time from application to clear to close and maintain the superior level of client service that allows us to attract and retain our clients. All mortgage loans that we originate are underwritten in-house by our underwriting team. We invest significant time and resources in our underwriters through our robust training process to help them and us succeed. We believe that our intensive training program is an integral component of our scalability as we are able to materially increase our underwriting resources, at a consistent quality, with less labor constraints and complications than our competitors.

Our clients, the Independent Mortgage Brokers, have the initial communication with a potential borrower and they receive from the borrower the relevant financial and property information to run a credit check and obtain a pre-approval through one of the automated underwriting systems. Once a pre-approval has been received, an Independent Mortgage Broker is able to seamlessly import the borrower’s information and documentation into our EASETM LOS without the need for extra data entry. One of our senior underwriters then reviews the file and, based on the loan product and the financial and other information provided, makes an underwriting decision. If the mortgage loan is approved, our system generates a “conditions to
9
close” list based on the specifics of the borrower, the property and the loan product and a junior underwriter who generally takes ownership of the file ensuring that each of these conditions is met prior to granting a “clear-to-close.”

We utilize technology and automated processes throughout the underwriting process, to provide our underwriters “guard rails” and allow us to efficiently and effectively underwrite loans while mitigating risk. For example, if a loan product requires an 80% loan-to-value or a family gift is providing a portion of a deposit, our systems are programmed to automatically populate the appropriate conditions and not permit the loan to move on to the next step in the underwriting process until the appropriate documents are uploaded into the system. We also recently launched BOLT, which allows mortgage brokers to obtain initial underwriting approval for qualified borrowers in as little as 15 minutes, which we believe will enable brokers to close loans faster.

Loan closings

UWM UCloseTM, our document closing tool, allows clients to facilitate and easily control the closing process, including document generation, title company interaction and the timing of closing. In addition, we structure our closing process such that all conditions are satisfied prior to the generation of closing documents and therefore are able to provide clients and borrowers automatic funding for all closings. Once a title agent uploads the executed documents into UCloseTM, the funds are automatically wired to the appropriate parties. We believe that eliminating the hours of waiting in a title office leads to more satisfied borrowers and repeat business for us and our clients.

We believe we have achieved industry leading close times through the use of proprietary technology and process innovations such as DocHub, UClose and BOLT (described in the "Advanced technologies and systems" section below). Additionally, in 2021, we recognized that one of the pain points in timely closings were the delays in obtaining appraisals. Consequently, we launched UWM Appraisal Direct. Appraisal Direct provides mortgage brokers a streamlined, transparent process for the scheduling, execution and delivery of an appraisal that they can easily track, which we believe will deliver faster appraisals to offer a better experience and relieve a key pain point in the mortgage industry.

Loan closing speeds are also positively impacted for clients who select our innovative Title Review and Closing ("TRAC") program, which provides an alternative to utilizing a traditional lender title policy. By leveraging in-house title counsel to review title related documents and issue attorney title opinion letters ("ATOL(s)") UWM is able to streamline the title review process and facilitate a faster and easier experience for the borrower.

Capital Markets and Secondary Marketing

Our capital markets team is dedicated to maximizing loan sale profitability while at the same time minimizing operational, interest rate and market risks. This team manages the interest rate risk for the business and is responsible for interest rate lock management policies and procedures, hedging the pipeline, managing warehouse facilities and associated facility utilization and managing risk and sales of mortgage servicing rights on the balance sheet. We aggregate our loan production into pools that are (i) sold to Fannie Mae or Freddie Mac or securitized through the issuance of Fannie Mae or Freddie Mac bonds, (ii) transferred into Ginnie Mae pools and securitized by us into government-insured mortgage-backed securities, or (iii) sold outright or securitized to investors in the secondary mortgage market. Our primary access to the secondary market comes from pooling and selling eligible loans that we originate through Fannie Mae, Freddie Mac, and Ginnie Mae’s securitization programs. The goal of the capital markets team is to protect margin at origination, and to maximize execution at sale. We believe that our technologies, automated workflow and experienced capital markets team allow us to quickly aggregate and sell the pools of loans in order to make efficient use of our capital and warehouse facilities. Our focus on agency deliverable originations and speed to sale reduces our exposure to market volatility, liquidity risk and credit risk.

When we have identified a pool of mortgage loans to sell to the agencies, non-governmental entities, or through our private label securitization transactions, we repurchase such loans from our warehouse lender and sell the pool of mortgage loans into the secondary market, but generally retain the mortgage servicing rights, or MSRs, associated with those loans. To the extent we generate non-agency loans, these loans are typically sold under an incentive-based servicing structure which permits us to retain servicing and control the borrower experience. We retain MSRs for a period of time depending on business and liquidity considerations. When we sell MSRs, we typically sell them in the bulk MSR secondary market.

Repurchase and indemnification risks

Although we do not retain credit risk on the loans we sell into the secondary market, we (i) have repurchase and indemnification obligations to purchasers of mortgage loans for breaches under our loan sale agreements and (ii) are
10
contractually obligated, in certain circumstances, to refund to the purchasers certain premiums paid to us on the sale if the mortgagor prepays the loan within a specified period of time.

Loan sale agreements, including Fannie Mae and Freddie Mac master agreements, require us to make certain representations and warranties related to, among other things, the quality of the loans, underwriting of the loans in conformity with the applicable agency, FHA or VA guidelines, and origination in compliance with applicable federal, state and local laws and regulations. Generally, liability only arises if there is a breach of the representations and warranties in a material respect based on standards set forth under the terms of the related loan sale agreement. While some of the representations and warranties in our loan sale agreements may extend over the life of the loan, most of our historical repurchase activity has involved loans which defaulted within the first few years after origination. We attempt to limit the risk of repurchase and indemnification by structuring our operations to ensure that we originate high-quality mortgages that are compliant with the representations and warranties given in the loan sale agreements.

Infrastructure, Systems and Technologies

Advanced technologies and systems

We are a technology driven company that continuously seeks to innovate and provide superior systems to our clients, with over 1,100 highly trained team members dedicated to our technology and information systems located in our Pontiac, Michigan headquarters as of December 31, 2022.

We focus on automating and providing sophisticated tools for loan origination functions, but also with respect to automating the infrastructure that supports those core operations, such as training, capital markets, human resources and facilities functions. Our integrated technology platforms create an automated, scalable, standardized and controlled end-to-end loan origination process that incorporates government/agency guidelines and loan program requirements into rules-based workflows, to ensure loans progress to closing only as conditions, guidelines and requirements are met and required information is provided and verified, and accounts for variations in state laws, loan programs and property type, among other variables.

Our client facing systems are generally proprietary (other than Blink+TM), developed in-house and were built to be scalable and readily modified, which allows us to quickly introduce enhanced features and to change loan program guidelines in response to market, industry and regulatory changes without excessive complex programming or dependency on outside entities. Our client facing systems are as follows:
•Boost - Our exclusive platform which provides independent mortgage brokers with streamlined access to purchase tailored leads, stay in touch with past clients, connect with real estate agents and opt into live call transfers.
•BOLT – Allows mortgage brokers to obtain initial underwriting approval for qualified borrowers in as little as 15 minutes, which we believe will enable brokers to close loans faster. We also believe that BOLT will unlock underwriter capacity and ultimately drive down our cost-per-loan.
•DocHubTM – Our custom-built document management system that allows team members to control the way they view, interact with, and deliver the documents required to close and fund loans. The program allows us to scale business without increasing costs associated with document storage, and processes can be designed in conjunction with the document management system for maximum efficiency.
•Blink+TM – A client facing point of sale (POS) system white-labeled for our clients. Blink+TM allows clients to access our products and pricing, automated underwriting system and fee templates. This solution syncs loan application data, including fees, with our EASETM program, and replaces a client’s costly existing system free of charge while encouraging lead conversion. Blink+TM integrates with Brand 360TM to convert leads into applications.
•InTouch Mobile App – A mobile app that allows our clients to handle virtually every aspect of the lending process, from underwriting through clear-to-close, without need for a desktop computer.
•Brand 360TM – Our all-encompassing marketing platform supports our clients’ growth and brand building capabilities. It provides useful communications tools to help our clients stay connected to borrowers and monitors home equity, new home listings, and rates to provide relevant market updates to ensure clients stay connected with potential new or repeat borrowers.
11
•UCloseTM – Our tool that allows clients to facilitate and easily control the closing process, notably timing, document generation, and title company interaction and the autonomous nature of the tool promotes more timely and efficient closings.
•EASETM – Our “Easiest Application System Ever” is our primary LOS that allows clients to interact with us and to select products, lock rates and run the Automated Underwriting System (AUS).

Our Blink+TM (POS) system was developed by a third party and has been white-labeled for our clients and integrated into our technology suite to provide Independent Mortgage Brokers a direct online method for communicating with us the information required for residential loan applications. We pay the Blink+TM developer per unit transaction fees, subject to a minimum monthly fee. Pursuant to our agreement with the Blink+TM developer, the developer has agreed to not make its online platform available to other wholesale lenders for a term that extends until November 2023 (or November 2024 to the extent that we have closed at least 25,000 loans using the platform during 2023), subject to a de minimis exception that includes our prior written consent for new participants.

In addition, we have internally developed enterprise level systems that:
•provide automated work queue prioritization, operational visibility and relevant metrics which allow us to readily detect and address bottlenecks and inefficiencies in the loan origination process,
•use custom electronic interfaces with vendors and transaction partners, which allow us to quickly obtain and import data into our systems in a form which does not require re-keying of information; and
•deliver desktop computer based training to efficiently and effectively train clients and internal operations teams on new programs and changes in guidelines.

We also maintain an enterprise data/metrics warehouse which provides our team with the ability to interface with statistical, analytical and reporting tools that provides senior management with visibility into key performance indicators in real time.

Data security & safeguards

    The Gramm-Leach-Bliley Act (“GLBA”) and other state and federal laws require that financial institutions take measures to safeguard the security and confidentiality of the personal financial information of their clients. Some states have passed laws to further protect client information, including laws that regulate the use of Social Security numbers as identifiers, require notifications to clients if the security of their personal information has been breached and/or require us to encrypt personal information when it is transmitted electronically. We employ various in-house and third-party technologies, and network administration policies, that are designed to:
•protect our computer network and network-accessible resources from unauthorized access;
•protect information stored on our computer network from losses, viruses, external threats and data corruption;
•protect the privacy of information on our computer network and with respect to transfers of information to and from our computer network; and
•protect our computer network and system availability from malicious attacks.

In light of constantly changing threats and vulnerabilities, no computer network can be said to be impervious from attack. However, we believe that the technologies and the information security program that we have adopted are appropriate to the size, complexity and scope of services we provide, as well as the nature of the information that we handle. Our network and information security team members are dedicated to monitoring security systems, evaluating the effectiveness of technologies against known risks and adjusting systems accordingly. In addition, we have outside firms specializing in network security perform periodic penetration testing and periodic internal audits of various information security functions. We also perform periodic audits of our systems for identity and access management.

Loan Servicing

In addition to loan origination, we derive revenue from MSRs related to our loan originations. After a loan is originated, loan servicers manage payments, delinquencies, and other administrative functions of mortgages for third party investors. Servicers derive contractual revenue from servicing fees on the UPB of the loans in their servicing portfolio as well as other ancillary income. The net present value of these expected future cash flows is represented on the balance sheet as
12
MSRs. MSR valuations have traditionally increased with increased interest rates because higher rates lead to decreased prepayments, thereby extending the average life of the asset and increasing related expected cash flows. Conversely, decreases in long term interest rates generally result in a decrease in the value of the MSR portfolio due to the expectation of higher prepayments. As such, MSR cash flows provide a natural hedge to originations, as volumes tend to decline in rising interest rate environments and increase in declining interest rate environments.

We retain MSRs for a period of time depending on business and liquidity considerations. When we sell MSRs, we typically sell them in the bulk MSR secondary market. We utilize two sub-servicers to service the loans for which we have retained servicing rights, one of which is a bank and one is a non-bank lender. By diversifying the type of sub-servicer, as well as splitting the MSR portfolio between two well recognized and capitalized sub-servicers, we believe it mitigates against certain risks inherent in the servicing business (whether done internally or outsourced to a sub-servicer). Our team of approximately 40 servicing oversight professionals is responsible for monitoring our sub-servicers. We have a robust sub-servicer oversight program to ensure a high level of borrower satisfaction and to support the relationships between those borrowers and our clients. Our in-house servicing team performs daily, monthly and quarterly testing to determine performance metrics and ensure agency and regulatory compliance and provides regular updates to our executive leadership team. We contractually obligate our sub-servicers to maintain appropriate licenses where required, maintain their approved servicer status with the applicable agencies and adhere to the applicable agency, investor or credit owner servicing guidelines and requirements in their servicing of mortgage loans for us.

Our servicing, quality control, internal audit, vendor relations, and legal and compliance teams perform various reviews of our servicing oversight program and operations. Our servicing team addresses any deficiencies with sub-servicers to ensure corrective action and controls are implemented.

As of December 31, 2022, our servicing portfolio consisted of 967,050 loans with an aggregate UPB of approximately $312.5 billion, a weighted average service fee of 0.2862% and weighted average note rate of 3.64%. As of December 31, 2021, our servicing portfolio consisted of 1,017,027 loans with an aggregate UPB of approximately $319.8 billion, a weighted average service fee of 0.2624% and a weighted average note rate of 2.94%.

We have experienced delinquency rates in our servicing portfolio that are lower than the industry average, with the percentage of UPB of mortgage loans that are 60 or more days delinquent in payments (referred to as the “60+ delinquency rate”) of approximately 0.85% and 0.81% as of December 31, 2022 and 2021, respectively, compared to the industry average of 2.04% and 3.38%, based on data released by the Mortgage Bankers Association. We attribute this to both our commitment to high quality originations and our focus on client service within the servicing portfolio.

Advance obligations

As a servicer, we are obligated to service the loans according to the applicable agency, investor or credit owner guidelines and law. These obligations may require that we advance certain funds to securitization trusts and to others in the event that the borrowers are delinquent on their monthly mortgage payments. When a borrower remains delinquent, we may be required to advance principal and interest payments to the securitization trusts on the scheduled remittance date. We may also be required to advance taxes, insurance payments, legal fees, and maintenance and preservation costs with respect to property that is subject to foreclosure proceedings. These advances create a receivable due to us from the securitization trusts and/or borrower, and we recover these funds from the securitization trusts, from the borrower or from the proceeds of the sale of property in foreclosure. We had receivables of $135.4 million and $135.1 million as of December 31, 2022 and December 31, 2021, respectively, which are due to us from the securitization trusts and/or borrowers.

Competition

Competition in the residential mortgage loan origination market is intense. Institutions offering to make residential mortgage loans, regardless of the channel, include regional and community banks, thrifts, credit unions, mortgage banks, mortgage brokers, brokerage firms, insurance companies, and other financial institutions.

Some of our competitors may have more name recognition and greater financial and other resources than we have (including access to capital). Other competitors, such as lenders who originate mortgage loans using their own funds, or direct retail lenders who market directly to homeowners, may have more operational flexibility in approving loans, may have advantages in soliciting home loans from their clients or have access to capital through deposits at lower costs than our warehouse facilities. Additionally, we operate at a competitive disadvantage in some respects to U.S. federal banks and thrifts and their subsidiaries because they enjoy federal preemption and, as a result, conduct their business under relatively uniform U.S. federal rules and standards and are generally not subject to the laws of the states in which they do business (including state
13
“predatory lending” laws). Unlike our federally chartered competitors, we are generally subject to all state and local laws applicable to lenders in each jurisdiction in which we originate and service loans. To compete effectively, we must have a very high level of operational, technological and managerial expertise, as well as access to capital at a competitive cost.

Competition for mortgage loan originations takes place on various levels, including brand awareness, marketing, convenience, pricing, and range of products offered. We have increased our share of the residential mortgage market over time due to a client-centric, disciplined, centralized approach to origination. In the face of significant changes in the mortgage market, we have maintained our commitment to high credit quality loans. Our focus on technology and process improvements creates a more efficient origination system for both us and our clients. This has been rewarded with strong client service scores, via our net promoter scores, which we believe is a significant competitive advantage.

Government Regulations Affecting Loan Originations and Servicing

We operate in a heavily regulated industry that is highly focused on consumer protection. Our business is subject to extensive oversight and regulation by federal, state and local governmental authorities. Both the scope of the laws and regulations and the intensity of the supervision to which we are subject have increased in recent years, initially in response to the financial crisis, and more recently in light of other factors such as technological and market changes. We expect to continue to face regulatory scrutiny as a participant in the mortgage sector.

Our loan origination and loan servicing operations are primarily regulated at the state level by state financial services authorities and administrative agencies, and at the federal level by the CFPB. The CFPB has federal regulatory, supervisory and enforcement authority over the residential mortgage loan origination and servicing industry, including residential mortgage lenders and servicers, such as UWM. Specifically, the CFPB has rulemaking authority with respect to the federal consumer financial services laws applicable to mortgage lenders and servicers. These laws include (i) the Truth-In-Lending Act (TILA), (ii) the Homeowners Protection Act (HPA), (iii) the Real Estate Settlement Procedures Act (RESPA), (iv) the Home Mortgage Disclosure Act (HMDA) and Regulation C, and (v) the Fair Debt Collections Practices Act (FDCPA). The CFPB’s enforcement jurisdiction is broad, and it has the ability to initiate investigations and enforcement actions against mortgage lenders and servicers for violations of applicable consumer financial services laws, including, but not limited to, the Dodd-Frank Act’s prohibitions on unfair, deceptive or abusive acts and practices. In addition, the CFPB shares jurisdiction with the FTC with respect to (i) the Equal Credit Opportunity Act (ECOA) and Regulation B issued by the CFPB pursuant to ECOA, (ii) the Fair Housing Act (FHA) and (iii) the GLBA.

As part of its enforcement authority, the CFPB can order, among other things, rescission or reformation of contracts, the refund of moneys or the return of real property, restitution, disgorgement or compensation for unjust enrichment, the payment of damages or other monetary relief, public notifications regarding violations, remediation of practices, external compliance monitoring and civil money penalties. Since its inception in 2011, the CFPB has exercised its enforcement jurisdiction aggressively with respect to mortgage industry participants, initiating investigations, entering into consent orders with significant monetary and injunctive relief, and initiating litigation. Often these matters have involved differing theories and interpretations of long-existing laws without first issuing industry guidance or rules.

In addition to the CFPB, we are subject to a variety of regulatory and contractual obligations imposed by credit owners, insurers and guarantors of the mortgages we originate and service including, but not limited to, Fannie Mae, Freddie Mac, Ginnie Mae, FHFA, FHA, VA and USDA. We periodically receive requests from federal, state and local agencies for records, documents and information relating to the policies, procedures and practices of our loan servicing, origination and collection activities. The agencies as well as GSEs and Ginnie Mae, and various investors and lenders also subject us to periodic reviews and audits and examinations. We are also subject to the Bank Secrecy Act (BSA) and related regulations including the Office of Foreign Assets Control (OFAC) and the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act.

As noted above, we are also subject to the laws, regulations and rules of the fifty states in which we operate. These laws, regulations and rules may differ by state and sometimes differ from federal standards, are sometimes vague and subject to differing interpretations – all of which exposes us to legal and compliance risks. For example, many states have adopted regulations that prohibit various forms of “predatory” lending and place obligations on lenders to substantiate that a borrower will derive a tangible benefit from the proposed home financing transaction and/or have the ability to repay the loan. These laws have required most lenders to devote considerable resources to building and maintaining automated systems to perform loan-by-loan analysis of points, fees and other factors set forth in the laws, which often vary depending on the location of the mortgaged property.
14

Our clients, the Independent Mortgage Brokers, are also subject to extensive regulation at the state level by state licensing authorities and administrative agencies. In certain circumstances, we can be held potentially liable for the acts and practices of our clients for violations of various federal and state consumer protection and other laws and regulations, including but not limited to (i) RESPA and Regulation X, (ii) the Federal Trade Commission Act (FTC Act), the FTC Credit Practices Rules and the FTC Telemarketing Sales Rule, each of which prohibit unfair or deceptive acts or practices and certain related practices; and (iii) the Telephone Consumer Protection Act (TCPA), which restricts telephone solicitations and the use of certain automatic telephone equipment. As a part of our enterprise risk management approach, we monitor our clients’ compliance with applicable laws and regulations.

The federal and state laws, rules and regulations to which we or our clients are subject affect nearly all aspects of our lending and servicing operations as well as those of our clients and partners. Given the extensive, complex and sometimes vague nature and scope of the laws, rules and regulations applicable to us, our clients and our partners and the judicial and administrative decisions and other actions interpreting them, we are subject to significant legal and compliance risks that could arise merely from inadvertent errors and omissions that we may not be able to eliminate entirely from our operations and activities or from the inadvertent errors of clients or partners that we may not be able to control for or address proactively. Consequently, we devote substantial resources to regulatory compliance and collaborate across our legal, operations, underwriting and IT teams to maintain our compliance management systems. However, we believe that the complexity of governmental regulations and the cost of compliance is a competitive advantage insofar as it imposes barriers to entry, limiting market participants to those whose volume supports such costs. Laws, rules and regulations that affect participants in the residential mortgage lending process, such as Independent Mortgage Brokers, also afford us an opportunity to leverage our technology platform to develop processes that are faster, easier and more affordable for such participants and ultimately for consumers.

Cyclicality and Seasonality

The demand for loan originations is affected by consumer demand for home loans and the market for buying, selling, financing or re-financing residential real estate, which is primarily driven by interest rates and employment levels. Interest rates and employment levels are, in turn, affected by the national economy, regional trends, property valuations, and socio-economic trends, and by state and federal regulations and programs which may encourage or discourage certain real estate trends.

Human Capital Management

We are more than just a mortgage company, we are a team of focused professionals making dreams come true for hopeful homebuyers across the country. We have created a culture that celebrates team spirit and an environment where work-life balance is more than lip-service.

Team Members

Our team members are the secret to our success, and we believe our team is only as strong as we make it. As of December 31, 2022, we had approximately 6,000 team members, substantially all of whom are based in our corporate campus in Pontiac, Michigan. We celebrate our team members and all of their accomplishments through various events throughout the year. From our annual company-wide family fair with thousands of smiling faces to afternoon dance parties, we believe that it is important to focus on the health and happiness of our team members and their families.

We provide a combination of health and retirement benefits to our eligible team members, including but not limited to coverage for medical care, vision, dental, life insurance, disability, 401(k) and paid time off. Our campus also offers team members easy ways to manage their health and welfare with a full-size indoor basketball court, an outdoor sand volleyball court, a large, state-of-the-art fitness center with a variety of fitness classes, a game room, featuring arcade games and table tennis, a primary care doctor's office, physical therapy studio, chiropractor and a full-time massage therapist.

We believe this commitment to our team members is why we have been recognized again in 2022 by numerous organizations for being a top employer and a great place to work. In a 2022 employee engagement survey, 95.28% of team members responded that they felt they belonged at UWM from a diversity and inclusion standpoint.

Diversity and Inclusion

15
We strive to foster a culture of diversity and inclusion so all team members feel respected and no team member feels discriminated against. Our diverse, inclusive culture was built to promote positive attitudes, strong work ethics and individual authenticity. We believe a diverse workforce fosters innovation and cultivates an environment of unique perspectives. As of December 31, 2022, approximately 42% of our team members were female and 31% of our team members that choose to identify their ethnicity identified as ethnically diverse.

Engagement and Opportunities

Continuous improvement is a primary focus of our strategic plan and one of our core pillars. We believe personal and professional growth accelerates careers while promoting productivity and innovation. We heavily invest in the development of each team member. We have approximately 200 training team members dedicated to providing our new hires and existing team members with the trainings and resources necessary to pursue their career paths and ensure compliance with our policies. In 2022, approximately 1.6 million total training hours were delivered to team members. We are dedicated to increasing team member engagement by strategically aligning talent within UWM. As a result, we promoted approximately 1,300 team members during 2022.

Community Outreach

We recognize that our team members are part of the greater community in which they live and work and we are committed to giving back and making a positive impact on these communities around us and supporting our team members in their efforts to do the same. We believe in providing our team members the opportunity to do a lot of good and support the causes they care about. Team members receive paid-time off that they can use to volunteer. We and our team members partner with charities such as Adopt-A-Family, Breast Cancer Awareness and the American Red Cross, and sponsor local backpack, bike and coat drives to provide opportunities to give back. Our unique Pay It Forward program allows everyone the chance to earn points that direct where our Company charity dollars are spent — ensuring that even small gestures can be turned into generous contributions, and the opportunity to choose where our charitable dollars go.

Available Information

Our annual reports on Form 10-K, quarterly reports on From 10-Q, current reports on Form 8-K, proxy statements and amendments to those reports filed with or furnished to the SEC pursuant to Section 13(a) or 15(d) of the Exchange Act are available free of charge through the investor relations section of our website at www.uwm.com as soon as reasonably practicable after electronically filing such material with the SEC. The SEC maintains an internet site that contains reports, proxy and information statements and other information regarding our filings at www.sec.gov. The above references to our website and the SEC’s website do not constitute incorporation by reference of the information contained on those websites and should not be considered part of this Annual Report.
Item 1A. Risk Factors

You should carefully review and consider the following risk factors and the other information contained in this Annual Report, including the financial statements and notes to the financial statements included herein. The following risk factors apply to our business and operations. The occurrence of one or more of the events or circumstances described in these risk factors, alone or in combination with other events or circumstances, may have an adverse effect on our business, cash flows, financial condition and results of operations. You should also carefully consider the following risk factors in addition to the other information included in this Annual Report, including matters addressed in the section entitled “Cautionary Note Regarding Forward-Looking Statements; Risk Factor Summary.” We may face additional risks and uncertainties that are not presently known to us, or that we currently deem immaterial, which may also impair our business or financial condition.

Risks Related to Our Business

Our loan origination and servicing revenues are highly dependent on macroeconomic and U.S. residential real estate market conditions.

Our success depends largely on the health of the U.S. residential real estate industry, which is seasonal, cyclical, and affected by changes in general economic conditions beyond our control. Economic factors such as increased interest rates, slow economic growth or inflationary conditions, the pace of home price appreciation or the lack of it, changes in household debt levels, and increased unemployment, stagnant or declining wages or decreased purchasing power due to inflation affect our borrowers’ income and thus their ability and willingness to make loan payments.

16
National or global events affect all such macroeconomic conditions. Weak or a significant deterioration in economic conditions reduce the amount of disposable income consumers have, which in turn reduces consumer spending and the willingness of qualified potential borrowers to take out loans. It is uncertain what impact the recent American Rescue Plan, other actions that the new Biden administration may adopt or steps that may be implemented by the Treasury Department may have on the macroeconomic conditions of the U.S. Furthermore, several state and local governments in the U.S. are experiencing, and may continue to experience, budgetary strain. One or more states or significant local governments could default on their debt or seek relief from their debt under the U.S. bankruptcy code or by agreement with their creditors. Any or all of the circumstances described above may lead to further volatility in or disruption of the credit markets at any time and could adversely affect our financial condition. Such economic factors typically affect buyers’ demand for new homes or their willingness or ability to refinance their current mortgages which could adversely affect the wholesale loan origination market and our financial condition or results of operations.

Any uncertainty or deterioration in market conditions that leads to a decrease in loan originations will likely result in lower revenue on loans sold into the secondary market. Lower loan origination volumes generally place downward pressure on margins, thus compounding the effect of the deteriorating market conditions. Moreover, any deterioration in market conditions that leads to an increase in loan delinquencies will result in higher expenses for loans we service for the GSEs and Ginnie Mae. The increased cost to service loans could decrease the estimated value of our MSRs. In addition, an increase in delinquencies lowers the interest income we receive on cash held in collection and other accounts and may increase our obligation to advance certain principal, interest, tax and insurance obligations owed by the delinquent mortgage loan borrower. While increased delinquencies generate higher ancillary revenues, including late fees, these fees are likely not sufficient to offset the increased cost of servicing the loans. An increase in delinquencies could therefore be detrimental to our business. Recently, financial markets have experienced significant volatility. There may be a significant increase in the rate and number of mortgage payment delinquencies, and house sales, home prices and multifamily fundamentals may be adversely affected, which could lead to a material adverse decrease of our mortgage origination activities.

Any of the circumstances described above, alone or in combination, could lead to volatility in or disruption of the credit markets at any time and have a detrimental effect on our business. For additional information on macroeconomic and U.S. residential real estate market conditions, please consider the matters addressed in the section below entitled “—The COVID-19 pandemic and the actions taken by local, state and federal governments have and are expected to continue to adversely affect the national economy and the macroeconomic environment which could adversely affect our current operations and our ability to continue to grow.”

Our financial performance is directly affected by, and subject to substantial volatility from changes in prevailing interest rates.
Our financial performance is directly affected by, and subject to substantial volatility from changes in prevailing interest rates. During 2022, in order to address rising inflation, the Federal Reserve began to aggressively raise interest rates. As a result, mortgage interests have significantly increased which has significantly adversely affected the volume of refinancings and new mortgage originations. Rising interest rates and inflation will likely decrease the demand for new mortgage originations and refinancings and increase competition for borrowers. This has and is expected to continue to adversely pressure our margins origination volumes, especially our refinance volume.

With regard to the portion of our business that is centered on refinancing existing mortgages, generally, the refinance market experiences more significant fluctuations than the purchase market as a result of interest rate changes. As interest rates rise, refinancing, has and is expected to continue to generally become a smaller portion of the market as fewer consumers are interested in refinancing their mortgages. With regard to our purchase mortgage loan business, higher interest rates may also reduce demand for purchase mortgages as home ownership becomes more expensive. This has and is expected to continue to adversely affect our revenues or require us to increase marketing expenditures in an attempt to increase or maintain our volume of mortgages.

Changes in interest rates are also a key driver of the performance of our servicing portfolio, particularly because our portfolio includes MSRs, the values of which are highly sensitive to changes in interest rates. Historically, the value of MSRs has increased when interest rates rise as higher interest rates lead to decreased prepayment rates, and has decreased when interest rates decline as lower interest rates lead to increased prepayment rates. In addition, increased prepayment rates may lead to increased asset decay and a decrease in servicing fees. As a result, decreases in interest rates could have a detrimental effect on our business.

Borrowings under some of our finance and warehouse facilities are at variable rates of interest based on short term rate indexes, whereas our mortgage loans that serve as collateral for such facilities are generally based on long-term interest rates, which also exposes us to interest rate risk. If short term interest rates increase, our debt service obligations on certain of our
17
variable-rate indebtedness will increase and if long-term rates do not increase in kind (i.e., the yield curve flattens or inverts) our net income and cash flows, including cash available for servicing our indebtedness, could correspondingly decrease.

Our business is highly dependent on Fannie Mae and Freddie Mac and certain U.S. government agencies, and any changes in these entities or their current roles could be detrimental to our business.

We primarily originate loans eligible for sale to Fannie Mae and Freddie Mac, and government insured or guaranteed loans, such as the FHA, the Veteran Affairs (“VA”) and the U.S. Department of Agriculture (“USDA”) loans eligible for Ginnie Mae securities issuance.

In 2008, the Federal Housing Finance Agency (“FHFA”) placed Fannie Mae and Freddie Mac into conservatorship and, as their conservator, controls and directs their operations. There is significant uncertainty regarding the future of the GSEs, including with respect to how long they will continue to be in existence, the extent of their roles in the market and what forms they will have, and whether they will be government agencies, government-sponsored agencies or private for-profit entities. Since they have been placed into conservatorship, many legislative and administrative plans for GSE reform have been put forth, but all have been met with resistance from various constituencies.

The extent and timing of any regulatory reform regarding the GSEs and the U.S. housing finance market, as well as any effect they may have on our business operations and financial results, are uncertain. It is not yet possible to determine whether such proposals will be enacted and, if so, when they will be enacted, what form any final legislation or policies might take or how proposals, legislation or policies may impact the MBS market and our business. Our inability to make the necessary adjustments to respond to these changing market conditions or loss of our approved seller/servicer status with the GSEs could have a material adverse effect on our mortgage origination operations and our mortgage servicing operations. If those agencies cease to exist, wind down, or otherwise significantly change their business operations or if we lose approvals with those agencies or our relationships with those agencies is otherwise adversely affected, we would need to seek alternative secondary market participants to acquire our mortgage loans at a volume sufficient to sustain our business. If such participants are not available or available on reasonably comparable economic terms, the above changes could have a material effect on our ability to profitably sell loans we originate that are securitized through Fannie Mae, Freddie Mac or Ginnie Mae.

Changes in the GSEs, FHA, VA, and USDA guidelines or GSE and Ginnie Mae guarantees could adversely affect our business.

We are required to follow specific guidelines and eligibility standards that impact the way we service and originate GSE and U.S. government agency loans, including guidelines and standards with respect to:
    •    credit standards for mortgage loans;
    •    our staffing levels and other servicing practices;
    •    the servicing and ancillary fees that we may charge;
    •    our modification standards and procedures;
    •    the amount of reimbursable and non-reimbursable advances that we may make; and
    •    the types of loan products that are eligible for sale or securitization.

These guidelines provide the GSEs and other government agencies with the ability to provide monetary incentives for loan servicers that perform well and to assess penalties for those that do not. At the direction of the FHFA, Fannie Mae and Freddie Mac have aligned their guidelines for servicing delinquent mortgages, which could result in monetary incentives for servicers that perform well and to assess compensatory penalties against servicers in connection with the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings, and other breaches of servicing obligations. We generally cannot negotiate these terms with the agencies and they are subject to change at any time without our specific consent. A significant change in these guidelines, that decreases the fees we charge or requires us to expend additional resources to provide mortgage services, could decrease our revenues or increase our costs.

In addition, changes in the nature or extent of the guarantees provided by Fannie Mae, Freddie Mac, Ginnie Mae, the USDA or the VA, or the insurance provided by the FHA, or coverage provided by private mortgage insurers, could also have broad adverse market implications. Any future increases in guarantee fees or changes to their structure or increases in the premiums borrowers are required to pay to the FHA or private mortgage insurers for insurance or to the VA or the USDA for
18
guarantees could increase mortgage origination costs. These industry changes could negatively affect demand for our mortgage services and consequently our origination volume, which could be detrimental to our business.

To the extent that mortgage loans originated and sold by us do not comply with GSE, FHA or VA guidelines, we are required to repurchase or substitute mortgage loans or indemnify for losses related to our mortgage loans.

A significant majority of our mortgage loans are conforming loans sold to GSEs such as Fannie Mae and Freddie Mac or insured by FHA or VA and sold into GNMA securities. In connection with such sales and insuring, we make representations and warranties to the GSE, FHA or VA that the mortgage loans conform to their respective standards. These standards include, among other items, compliance with origination guidelines, underwriting, appraisals, insurance and legal documents. In 2021, we launched a new program, UWM Appraisal Direct, in which we directly engage with appraisers rather than utilizing an appraisal management company. While we believe that this new program meets all of the GSE guidelines, there is a risk that the GSEs could decide that our implementation of this new process did not meet their standards.

If a mortgage loan does not comply with the representations and warranties that we made with respect to it at the time of our sale or insuring, we are required to repurchase the loan, replace it with a substitute loan and/or indemnify the applicable agency for losses. In the case of repurchases, we typically repurchase such loan and resell it into a non-conforming market at a discount to the repurchase price. As of December 31, 2022, we had accrued a $60.5 million reserve for repurchase and indemnification obligations. Actual repurchase and indemnification obligations could materially exceed the reserves recorded in our consolidated financial statements. Any significant repurchases, substitutions, indemnifications or premium recapture could be detrimental to our business.

Our business is dependent on our ability to maintain and expand our relationships with our clients, the Independent Mortgage Brokers.

Our clients are the Independent Mortgage Brokers who refer us mortgage loans to originate. Consequently, our results of operations are dependent, in large part, on our ability to maintain and expand our relationships with Independent Mortgage Brokers. If we are unable to attract Independent Mortgage Brokers to join our network and to provide a level of service such that our clients remain with the network or refer a greater number of their mortgage loans to us, our ability to originate loans will be significantly impaired. The willingness of Independent Mortgage Brokers to originate mortgage loans with us is dependent on (i) the rates that we are able to offer our clients’ borrowers for mortgage loans, (2) our customer service, and (3) compensation. In determining with whom to partner, Independent Mortgage Brokers are also focused on the technological services and platforms we can provide so that the Independent Mortgage Brokers can best attract and serve consumers. In early 2021, we adopted our “All-In” policy of requiring that Independent Mortgage Brokers that generate mortgage loans with us not generate business with certain other market participants. To the extent that a material number of our Independent Mortgage Brokers are unwilling to commit to such requirement, it could reduce the volume of mortgage loans that we are able to originate which could adversely affect our results of operations. In addition, the policy, which has generated significant publicity and a legal proceeding, could adversely affect our reputation or affect our ability to attract new Independent Mortgage Brokers. If our clients are dissatisfied with our services or platform or technological capabilities, or they cannot offer prospective borrowers competitive rates, we could lose a number of clients which would have a negative impact on our business, operating results and financial condition.

All of our mortgage loans are initiated by third parties, which exposes us to business, competitive and underwriting risks.

As a Wholesale Mortgage Lender, we market and originate mortgage loans exclusively through independent third-parties, comprised of Independent Mortgage Brokers. While we believe using Independent Mortgage Brokers best serves mortgage consumers, our reliance on third parties presents risks and challenges, including the following:
•Our business depends in large part on the marketing efforts of our clients and on our ability to offer loan products and services that meet the requirements of our clients and their borrowers. However, loan officers are not obligated to sell or promote our products and many sell or promote competitors’ loan products in addition to our products. Some of our competitors have higher financial strength ratings, offer a larger variety of products, and/or offer higher incentives than we do. Therefore, we may not be able to continue to attract and retain clients to originate loans for us. The failure or inability of our clients to successfully market our mortgage products could, in turn, have a material adverse impact on our business, financial condition and results of operations.
•Because of our focus exclusively on the wholesale channel, communication with borrowers is primarily made through loan officers employed by third parties. Consequently, we rely on our clients and their loan officers to
19
provide us accurate information on behalf of borrowers, including financial statements and other financial information, for us to use in deciding whether to approve loans. If any of this information is intentionally or negligently misrepresented and such misrepresentation is not detected prior to loan funding, the fair value of the loan may be significantly lower than expected. Whether a misrepresentation is made by the borrower, the loan officer or one of our team members, we generally bear the risk of loss associated with the misrepresentation. Our controls and processes may not have detected or may not detect all misrepresented information in our loan originations. Likewise, our clients may also lack sufficient controls and processes. Any such misrepresented information could have a material adverse effect on our business and results of operations.
•Because borrowers rely on their loan officer through the entire mortgage process, and some borrowers do not differentiate between their loan officer (or the employer of the loan officer) and their mortgage lender, (i) developing brand recognition can be challenging and requires us to coordinate with our clients and (ii) poor customer service, customer complaints or negative word-of-mouth or publicity resulting from the performance of our clients could severely diminish consumer confidence in and use of our services. To maintain good customer relations, we must ensure that our clients provide prompt, accurate and differentiated customer service. Effective customer service requires significant personnel expense and investment in developing programs and technology infrastructure to help our clients carry out their functions. These expenses, if not managed properly, could significantly impact our profitability. Failure to properly manage our clients could compromise our ability to handle customer complaints effectively. If we do not handle borrower complaints effectively, our reputation and brand may suffer and we may lose our borrowers’ confidence which could have a material adverse impact on our results of operations and profitability.
•Growth in our market share is principally dependent on growth in the market share controlled by the wholesale channel. Independent Mortgage Brokers controlled 20.3% of mortgage loan originations in the U.S. as of December 31, 2022, while direct-to-consumer activity represented 79.7% of the loan originations in the U.S. as of that date (based on data released by IMF). Consequently, more competitors have focused on “direct-to-the-consumer” distribution models that market digital ease and technological efficiencies. Continued advancements or the perception of efficiency in “direct-to-the-consumer” distribution models may impact the overall market share controlled by our clients and make it more difficult for us to grow, or require us to establish relationships with more clients.

The conduct of the Independent Mortgage Brokers through whom we originate mortgage loans could subject us to fines or other penalties.

We depend exclusively on Independent Mortgage Brokers for our loan originations. These clients are subject to parallel and separate legal obligations. While these laws may not explicitly hold the originating lenders responsible for the legal violations of such entities, U.S. federal and state agencies increasingly have sought to impose such liability. For example, the U.S. Department of Justice (“DOJ”), through its use of a disparate impact theory under the Fair Housing Act, has held home loan lenders responsible for the pricing practices of third parties, alleging that the lender is directly responsible for the total fees and charges paid by the borrower even if the lender neither dictated what the third party could charge nor kept the money for its own account. See “—Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers result in a disparate impact on protected classes.” In addition, under the TILA-RESPA Integrated Disclosure (“TRID”) rule, we may be held responsible for improper disclosures made to borrowers by our clients. While we seek to use technology, such as our LOS, to monitor whether these clients and their loan officers are complying with their obligations, our ability to enforce such compliance is extremely limited. Consequently, we may be subject to claims for fines or other penalties based upon the conduct of our clients and their loan officers with whom we do business, which could have a material effect on our operating results and financial condition.

The mortgage industry can be very cyclical, with loan origination volumes varying materially based on macroeconomic conditions. If we are unable to effectively manage our team members during periods of volatility, it could adversely affect our current business operations and our growth.

The mortgage industry can be very cyclical, with loan origination volumes varying materially based on macroeconomic conditions. For example, in response to significant increases in interests rates, our loan origination volume in 2022 decreased by 44% and our number of team members decreased by 25% as compared to the prior year end. However, during 2021, our loan origination volume increased by 24% while our number of team members increased by 7%, as compared to the prior year end. Our ability to effectively manage significant increases and decreases in loan origination volume will depend on our ability to hire, integrate, train and retain highly-qualified personnel for all areas of our organization during these periods of changing volume. Any talent acquisition and retention challenges or mismanagement of our personnel needs in these
20
situations could reduce our operating efficiency, increase our costs of operations and harm our overall financial condition. As the pool of qualified candidates has continued to be limited and there continues to be significant competition for talent, we may face challenges to hire and retain highly qualified personnel in changing environments. Additionally, we invest heavily in training our team members, which increases their value to competitors who may seek to recruit them. If we do not effectively manage our pool of team members in times of volatility, it could disrupt our business operations and have a negative impact on our long-term growth.


The COVID-19 pandemic and the actions taken by local, state and federal governments have and are expected to continue to adversely affect the national economy and the macroeconomic environment which could adversely affect our current operations and our ability to continue to grow.

The COVID-19 pandemic has had, and continues to have, a significant impact on the national economy and the communities in which we operate. While the pandemic’s effect on the macroeconomic environment has yet to be fully determined and could continue for months or years, we expect that the pandemic and governmental programs created as a response to the pandemic will affect the core aspects of our business and the business of our clients, including the origination of mortgages, our servicing operations, our liquidity and our team members. Such effects, if they continue for a prolonged period, may have a material adverse effect on our business and results of operations. These effects may be exacerbated should there be another wave of infections or if the pandemic otherwise intensifies.

Moreover, the FHFA establishes certain liquidity requirements for agency and Ginnie Mae loan servicers that are generally tied to the unpaid principal balance of loans serviced by such loan servicer for Fannie Mae, Freddie Mac, Ginnie Mae, FHA and VA. To the extent that the percentage of seriously delinquent loans (“SDQ”), i.e., loans that are 90 days or more delinquent, exceeds defined thresholds, the liquidity requirements for loan servicers could increase materially. Exceeding such SDQ thresholds would result in substantially higher liquidity requirements, which could materially impact our results of operations and financial condition.

In addition, our business could be disrupted if we are unable to operate due to changing governmental restrictions such as travel bans and quarantines placed on our team members, other measures that ensure the protection of our team members’ health, measures aimed at maintaining our information technology infrastructure, or if an outbreak occurs in our headquarters that prevents us from operating.

As a result of the COVID-19 pandemic, many of the major purchasers in the bulk MSR secondary market experienced liquidity constraints; consequently, the liquidity of the bulk MSR market has been, and may continue to be, adversely affected. This market disruption may adversely affect our ability to sell MSRs and the pricing that we are able to achieve, which in turn could adversely affect our liquidity and reduce our margins. If we are unable to access sources of capital or liquidity as a result of the impact of the COVID-19 pandemic on the financial markets, our ability to maintain or grow our business could be limited.

We may not be able to detect or prevent cyberattacks and other data and security breaches, which could adversely affect our business and subject us to liability to third parties.

We are dependent on information technology networks and systems, particularly for our loan origination systems and other technology-driven platforms, designed to provide best-in-class service and experience for clients and to ensure adherence to regulatory compliance, operational governance, training and security. In the ordinary course of our business, we receive, process, retain and transmit proprietary information and sensitive or confidential data, including the public and non-public personal information of our team members, clients and loan applicants. Despite devoting significant time and resources to ensure the integrity of our information technology systems, we have not always been able to, and may not be able to in the future, anticipate or implement effective preventive measures against all security breaches or unauthorized access of our information technology systems or the information technology systems of third-party vendors that receive, process, retain and transmit electronic information on our behalf.

Cybersecurity risks for lenders have significantly increased in recent years, in part, because of the proliferation of new technologies, the use of the internet and telecommunications technologies to conduct financial transactions, and the increased sophistication and activities of computer hackers, organized crime, terrorists, and other external parties, including foreign state actors. We, our clients, borrowers and loan applicants, regulators and other third parties have been subject to, and are likely to continue to be the target of, cyberattacks and other security breaches. Security breaches, cyberattacks such as computer viruses, malicious or destructive code, phishing attacks, denial of service or information, acts of vandalism, natural disasters, fire, power loss, telecommunication failures, team member misconduct, human error and developments in computer intrusion capabilities
21
could result in a compromise or breach of the technology that we or our third-party vendors use to collect, process, retain, transmit and protect the personal information and transaction data of our team members, clients, borrowers and loan applicants. Similar events outside of our control can also affect the demands we and our vendors may make to respond to any security breaches or similar disruptive events. We invest in industry-standard security technology designed to protect our data and business processes against risk of a data security breach and cyberattack. Our data security management program includes identity, trust, vulnerability and threat management business processes as well as the adoption of standard data protection policies. We measure our data security effectiveness through industry-accepted methods and remediate significant findings. The technology and other controls and processes designed to secure our team member, client, borrower and loan applicant information and to prevent, detect and remedy any unauthorized access to that information were designed to obtain reasonable, but not absolute, assurance that such information is secure and that any unauthorized access is identified and addressed appropriately. Such controls have not always detected, and may in the future fail to prevent or detect, unauthorized access to our team member, client, borrower and loan applicant information.

The techniques used to obtain unauthorized, improper or illegal access to our systems and those of our third-party vendors, our data, our team members’, clients’, borrowers’ and loan applicants’ data or to disable, degrade or sabotage service are constantly evolving, and have become increasingly complex and sophisticated. Furthermore, such techniques change frequently and are often not recognized or detected until after they have been launched. Therefore, we may be unable to anticipate these techniques and may not become aware of such a security breach in a timely manner, which could exacerbate any damage we experience. Security attacks can originate from a wide variety of sources, including third parties such as computer hackers, persons involved with organized crime or associated with external service providers, or foreign state or foreign state-supported actors. Those parties may also attempt to fraudulently induce team members, clients, borrowers and loan applicants or other users of our systems to disclose sensitive information in order to gain access to our data or that of our team members, clients, borrowers and loan applicants. Our failure to detect or prevent a cyberattack or other data or security breach could adversely affect our business.

The occurrence of any of the foregoing events could subject us to increased costs, litigation, disputes, damages, and other liabilities. In addition, the foregoing events could result in violations of applicable privacy and other laws. If this information is inappropriately accessed and used by a third party or a team member for illegal purposes, such as identity theft, we may be responsible to the affected individuals for any losses they may have incurred as a result of such misappropriation. In such an instance, we may also be subject to regulatory action, investigation or liability to a governmental authority for fines or penalties associated with a lapse in the integrity and security of our team members’, clients’, borrowers’ and loan applicants’ information. We may be required to expend significant capital and other resources to protect against and remedy any potential or existing security breaches and their consequences. In addition, our remediation efforts may not be successful and we may not have adequate insurance to cover these losses. Furthermore, any publicized security problems affecting our businesses and/or those of such third parties may negatively impact the market perception of our products and discourage clients or borrowers from doing business with us.

Technology disruptions or failures, including a failure in our operational or security systems or infrastructure, or those of third parties with whom we do business, could disrupt our business, cause legal or reputational harm and adversely impact our results of operations and financial condition.

We are dependent on the secure, efficient, and uninterrupted operation of our technology infrastructure, including computer systems, related software applications and data centers, as well as those of certain third parties and affiliates. Our websites and computer/telecommunication networks must accommodate a high volume of traffic and deliver frequently updated information, the accuracy and timeliness of which is critical to our business. Our technology must be able to facilitate a loan application experience that equals or exceeds the experience provided by our competitors. We have or may in the future experience service disruptions and failures caused by system or software failure, fire, power loss, telecommunications failures, team member misconduct, human error, computer hackers, computer viruses and disabling devices, malicious or destructive code, denial of service or information, as well as natural disasters, health pandemics and other similar events and our disaster recovery planning may not be sufficient for all situations. The implementation of technology changes and upgrades to maintain current and integrate new technology systems may also cause service interruptions. Any such disruption could interrupt or delay our ability to provide services to our clients and could also impair the ability of third parties to provide critical services to our business.

Additionally, the technology and other controls and processes we have created to help us identify misrepresented information in our loan origination operations were designed to obtain reasonable, not absolute, assurance that such information is identified and addressed appropriately. Accordingly, such controls may not have detected, and may fail in the future to detect, all misrepresented information in our loan origination operations. If our operations are disrupted or otherwise negatively
22
affected by a technology disruption or failure, this could result in client dissatisfaction and damage to our reputation and brand, and have a material impact on our business.

Loss of our key management could result in a material adverse effect on our business.

Our future success depends to a significant extent on the continued services of our senior management, including Mat Ishbia, our President and Chief Executive Officer. The experience of our senior management is a valuable asset to us and would be difficult to replace. The loss of the services of our President and Chief Executive Officer or other members of senior management could disrupt and have a detrimental effect on our business.

Our products rely on software and services from third-party vendors and if any of these services became unavailable or unreliable, it could adversely affect the quality and timeliness of our mortgage origination process.

In addition to our proprietary software, we license third-party software and depend on services from various third parties for use in our products. For example, we rely on third-party vendors for our online mortgage application services, to generate the documents required for closing the document, to generate flood certifications and to confirm employment. While there are other providers of these services in the market, any loss of the right to use any of the software or services could result in decreased functionality of our products until equivalent technology is either developed by us or, if available from another provider, is identified, obtained and integrated, which could adversely affect our reputation and our future financial condition and results of operations.

Furthermore, we remain responsible for ensuring our loans are originated in compliance with applicable laws. Despite our efforts to monitor such compliance, any errors or failures of such third-party vendors or their software to perform in the manner intended could result in loan defects potentially requiring repurchase. In addition, any errors or defects in or failures of the other software or services we rely on, whether maintained by us or by third parties, could result in errors or defects in our products or cause our products to fail, which could adversely affect our business and be costly to correct. Many of our third-party vendors attempt to impose limitations on their liability for such errors, defects or failures, and if enforceable, we may have additional liability to our clients, borrowers or other third parties that could harm our reputation and increase our operating costs. Any failure to do so could adversely affect our ability to deliver effective products to our clients, borrowers and loan applicants and adversely affect our business.

We rely on third party sub-servicers who service all the mortgage loans on which we hold MSRs, and our financial performance may be adversely affected by their inability to adequately perform their servicing functions.

We contract with third party sub-servicers for the servicing of the portion of the mortgage loans in our portfolio for which we retain MSRs. Although we use third-party servicers, we, as master servicer, retain primary responsibility to ensure these loans are serviced in accordance with the contractual and regulatory requirements.

Therefore, the failure of our sub-servicers to adequately perform their servicing obligations may subject us to liability for their improper acts or omissions and adversely affect our financial performance. Specifically, we may be adversely affected:
•if our sub-servicers breach their servicing obligations or are unable to perform their servicing obligations properly, which may subject us to damages or termination of the servicing rights, and cause us to lose loan servicing income and/or require us to indemnify an investor or securitization trustee against losses as a result of any such breach or failure;
•by regulatory actions taken against any of our sub-servicers, which may adversely affect their licensing and, as a result, their ability to perform their servicing obligations under GSE and U.S. government agency loans which require such licensing;
•by a default by any of our sub-servicers under their debt agreements, which may impact their access to capital to be able to perform their obligations;
•if any of our sub-servicers were to face adverse actions from the GSEs and are terminated as servicer under their agreements with the GSEs;
•if our sub-servicers fail to meet their obligations due to economic or other circumstances that are difficult to anticipate, including as a result of the impact of the COVID-19 pandemic;
23
•if as a result of poor performance by our sub-servicers, we experience greater than expected delinquencies and foreclosures on the mortgage loans being serviced, which could lead to liability from third party claims or adversely affect our ability to access the capital and secondary markets for our loan funding requirements;
•if any of our sub-servicers become subject to bankruptcy proceedings; or
•if one or more of our sub-servicers terminate their agreement with us.

We rely on two nationally-recognized sub-servicers to service all of our mortgage loans for which we have retained MSRs. This sub-servicer counterparty concentration subjects us to a potentially greater impact if any of the risks described above were to occur, and any delay in transferring servicing to a new sub-servicer could further adversely affect servicing performance and cause financial losses. Any of these risks could adversely affect our results of operations, including our loan servicing income and the cash flow generated by our MSR portfolio. Any of these risks may be further exacerbated to the extent we materially increase our MSR portfolio in the future.

We are required to make servicing advances that can be subject to delays in recovery or may not be recoverable in certain circumstances and could have a material adverse effect on our cash flows, business and financial condition.

During any period in which one of our borrowers is not making payments on a loan we service, we are required under most of our servicing agreements to advance our own funds to meet some combination of contractual principal and interest remittance requirements, pay property taxes and insurance premiums, legal expenses and other protective advances. We also advance funds to maintain, repair and market real estate properties. In certain situations, our contractual obligations may require us to make certain advances for which we may not be reimbursed. In addition, in the event a loan serviced by us defaults or becomes delinquent, or the mortgagee is allowed to enter into a forbearance, the repayment of advances may be delayed, which may adversely affect our liquidity. Any significant increase in required servicing advances or delinquent loan repurchases, could have an adverse impact on our cash flows, even if they are reimbursable.

With delinquent VA guaranteed loans, the VA guarantee may not make us whole on losses or advances we may have made on the loan. In addition, for certain loans sold to Ginnie Mae, we, as the servicer, have the unilateral right to repurchase any individual loan in a Ginnie Mae securitization pool if that loan meets defined criteria, including being delinquent for longer than 90 days. Once we have the unilateral right to repurchase the delinquent loan, we have effectively regained control over the loan and we must recognize the loan on our balance sheet and recognize a corresponding financial liability. Any significant increase in seriously delinquent Ginnie Mae loans could have an adverse impact on our balance sheet, as well as our borrowing covenants that are based on balance sheet ratios.

Servicers of mortgage loans are often times contractually bound to advance monthly payments to investors, insurers and taxing authorities regardless of whether the borrower actually makes those payments. While Fannie Mae and Freddie Mac issued guidance limiting the number of payments a servicer must advance in the case of a forbearance, we expect that a borrower who has experienced a loss of employment or a reduction of income may not repay the forborne payments at the end of the forbearance period. Additionally, pursuant to the amended rules announced by the CFPB on June 28, 2021, we are now subject to new requirements on our ability to collect servicing related fees, such as late fees, and initiating foreclosure proceedings. The new rules implemented by the CFPB create additional procedures which servicers must follow, and the costs and administrative burden associated with complying with these regulations may have a material adverse effect on our cash flows, business, and financial condition. Even though delinquencies generate higher ancillary revenues, including late fees, it is unlikely that we will be able to collect such ancillary fees for delinquencies relating to the COVID-19 pandemic as the federal and state legislation and regulations as well as administrative enforcement response to the COVID-19 pandemic continue to evolve. Approximately 0.65% of our serviced loans are in forbearance as of December 31, 2022.

Much like what has occurred in response to the COVID-19 pandemic, government intervention also occurs periodically as a result of natural disasters or other events that cause widespread borrower harm. Similar challenges and risks to servicers, including us, will likely occur when such events transpire in the future.

We face intense competition that could adversely affect our business.

Competition in the mortgage lending space is intense. In addition, the mortgage business has experienced substantial consolidation. As we depend solely on third parties to deliver us mortgage loans, we may be at a competitive disadvantage to financial institutions or direct-to-consumer mortgage lenders that market to, and have a direct relationship with, the borrower. In addition, some of our competitors may have greater financial and other resources than we have (including access to capital) and may have locked in low borrowing costs which will provide a competitive advantage in a rising interest rate environment. Other of our competitors, such as financial institutions who originate mortgage loans using their own funds, may have more
24
flexibility in holding loans. Additionally, we operate at a competitive disadvantage to U.S. federal banks and thrifts and their subsidiaries because they enjoy federal preemption and, as a result, conduct their business under relatively uniform U.S. federal rules and standards and are generally not subject to the laws of the states in which they do business (including state “predatory lending” laws). Unlike our federally chartered competitors, we are generally subject to all state and local laws applicable to lenders in each jurisdiction in which we originate and service loans. To compete effectively, we must have a very high level of operational, technological and managerial expertise, as well as access to capital at a competitive cost.

Competition in our industry can take many forms, including the variety of loan programs being made available, interest rates and fees charged for a loan, convenience in obtaining a loan, client service levels, the amount and term of a loan, as well as access to marketing and distribution channels, including Independent Mortgage Brokers that generate mortgage loan applications. Claims of collusion and other anti-competitive conduct have also become more common, and many financial institutions and lenders have been the subject of legal claims by regulatory agencies and consumers. For example, on March 4, 2021, we announced a new policy that we would no longer enter into new transactions with Independent Mortgage Brokers who also sold mortgage loans to two certain market participants, but still allowed these Independent Mortgage Brokers to engage with any of the more than 70 other mortgage loan originators or lenders. If our policy or any other actions were found to be anti-competitive or non-compliant with state or federal antitrust laws or other regulations it could result in state or federal governmental actions or private civil claims, including class actions, being brought against us. Such litigation would cause us to incur costs, fines and legal expenses in connection with these matters, regardless of any eventual ruling in our favor, and could also harm the reputation of our brand, any of which could have a material adverse effect on our business, financial condition or results of operations.

The success and growth of our business will depend upon our ability to be a leader in technological innovation in our industry.

We operate in an industry experiencing rapid technological change and frequent product introductions. In order to succeed, we must lead our peers in designing, innovating and introducing new technology and product offerings. The process of developing new technologies and products is complex, and if we are unable to successfully innovate and continue to deliver a superior client experience, the demand for our products and services may decrease, we may lose market share and our growth and operations may be harmed.

The origination process is increasingly dependent on technology, and our business relies on our continued ability to process loan applications over the internet, accept electronic signatures, provide instant process status updates and other client- and loan applicant-expected conveniences. Our proprietary and exclusively licensed technology is integrated into all steps of the loan origination process, from the original submission, to the underwriting to the closing. Our dedication to incorporating technological advancements into our loan origination and servicing platforms requires significant financial and personnel resources. For example, we have, and will continue to, expend significant capital expenditures on our proprietary technology platforms. Maintaining and improving this technology will require significant capital expenditures.

To the extent we are dependent on any particular technology or technological solution, we may be harmed if such technology or technological solution (1) becomes non-compliant with existing industry standards, (2) fails to meet or exceed the capabilities of our competitors’ equivalent technologies or technological solutions, (3) becomes increasingly expensive to service, retain and update, (4) becomes subject to third-party claims of intellectual property infringement, misappropriation or other violation, or (5) malfunctions or functions in a way we did not anticipate or that results in loan defects potentially requiring repurchase. Additionally, new technologies and technological solutions are continually being released. As such, it is difficult to predict the problems we may encounter in improving our websites’ and other technologies’ functionality.

We could be adversely affected if we do not adequately obtain, maintain, protect and enforce our intellectual property and proprietary rights and may encounter disputes from time to time relating to our use of the intellectual property of third parties.

Our proprietary technology platforms and other proprietary rights are important to our success and our competitive position. We rely on intellectual property to protect our proprietary rights. Despite these measures, third parties may attempt to disclose, obtain, copy or use intellectual property rights owned or licensed by us and these measures may not prevent misappropriation, infringement, reverse engineering or other violation of intellectual property or proprietary rights owned or licensed by us. Furthermore, confidentiality procedures and contractual provisions can be difficult to enforce and, even if successfully enforced, may not be entirely effective. In addition, we cannot guarantee that we have entered into confidentiality agreements with all team members, partners, independent contractors or consultants that have or may have had access to our trade secrets and other proprietary information. Any issued or registered intellectual property rights owned by or licensed to us may be challenged, invalidated, held unenforceable or circumvented in litigation or other proceedings, and such intellectual
25
property rights may be lost or no longer provide us meaningful competitive advantages. Third parties may also independently develop products, services and technology similar to or duplicative of our products and services.

Our success and ability to compete also depends in part on our ability to operate without infringing, misappropriating or otherwise violating the intellectual property or proprietary rights of third parties. We may encounter disputes from time to time concerning intellectual property rights of others, including our competitors, and we may not prevail in these disputes. Third parties may raise claims against us alleging an infringement, misappropriation or other violation of their intellectual property rights, including trademarks, copyrights, patents, trade secrets or other intellectual property or proprietary rights. An assertion of an intellectual property infringement, misappropriation or other violation claim against us could result in adverse judgments, settlement on unfavorable terms or cause us to spend significant amounts to defend the claim, even if we ultimately prevail and we may have to pay significant money damages, lose significant revenues, be prohibited from using the relevant systems, processes, technologies or other intellectual property, cease offering certain products or services, or incur significant license, royalty or technology development expenses.

Fraud could result in significant financial losses and harm to our reputation.

We use automated underwriting engines from Fannie Mae and Freddie Mac to assist us in determining if a loan applicant is creditworthy, as well as other proprietary and third-party tools and safeguards to detect and prevent fraud. We are unable, however, to prevent every instance of fraud that may be engaged in by our clients, borrowers or team members, and any seller, real estate broker, notary, settlement agent, appraiser, title agent, or third-party originator that misrepresents facts about a loan, including the information contained in the loan application, property valuation, title information and employment and income stated on the loan application. If any of this information was intentionally or negligently misrepresented and such misrepresentation was not detected prior to the acquisition or closing of the loan, the value of the loan could be significantly lower than expected, resulting in a loan being approved in circumstances where it would not have been, had we been provided with accurate data. A loan subject to a material misrepresentation is typically unsalable or subject to repurchase if it is sold before detection of the misrepresentation. In addition, the persons and entities making a misrepresentation are often difficult to locate and it is often difficult to collect from them any monetary losses we have suffered.

High profile fraudulent activity also could negatively impact our brand and reputation, which could impact our business. In addition, significant increases in fraudulent activity could lead to regulatory intervention, which could increase our costs and also negatively impact our business.


Our counterparties may terminate our servicing rights, which could have a material adverse effect on our revenues.

The majority of the mortgage loans we service are serviced on behalf of Fannie Mae, Freddie Mac and Ginnie Mae. These entities establish the base service fee to compensate us for servicing loans as well as the assessment of fines and penalties that may be imposed upon us for failing to meet servicing standards.

As is standard in the industry, under the terms of our master servicing agreements with the GSEs, the GSEs have the right to terminate us as servicer of the loans we service on their behalf at any time and also have the right to cause us to sell the MSRs to a third party. In addition, failure to comply with servicing standards could result in termination of our agreements with the GSEs with little or no notice and without any compensation. If any of Fannie Mae, Freddie Mac or Ginnie Mae were to terminate us as a servicer, or increase our costs related to such servicing by way of additional fees, fines or penalties, such changes could have a material adverse effect on the revenue we derive from servicing activity, as well as the value of the related MSRs. These agreements, and other servicing agreements under which we service mortgage loans for non-GSE loan purchasers, also require that we service in accordance with GSE servicing guidelines and contain financial covenants. If we were to have our servicing rights terminated on a material portion of our servicing portfolio, this could adversely affect our business.

If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contributes to our business.

We believe that a critical component of our success is our corporate culture and our deep commitment to our mission. We believe this mission-based culture fosters innovation, encourages teamwork and cultivates creativity. Our mission defines our business philosophy as well as the emphasis that it places on our clients, our people and our culture and is consistently reinforced to and by our team members. As we have significantly increased our team members it may be harder to maintain our corporate culture. If we are unable to preserve our culture, this could negatively impact our future success, including our ability
26
to attract and retain team members, encourage innovation and teamwork, and effectively focus on and pursue our mission and corporate objectives.

Substantially all of our operations are housed on one campus, and if the facilities are damaged or rendered inoperable by natural or man-made disasters, our business may be negatively impacted.

Substantially all of our operations are housed on one campus in Pontiac, Michigan. Our campus could be harmed or rendered inoperable by natural or man-made disasters, including earthquakes, fires, power shortages, telecommunications failures, water shortages, floods, extreme weather conditions, medical epidemics, and other natural or man-made disasters, pandemics, epidemics, or other business interruptions. If due to such disaster a significant portion of our team members must work remotely for an extended period of time, our business may be negatively impacted. See “—If we cannot maintain our corporate culture, we could lose the innovation, collaboration and focus on the mission that contribute to our business.” In addition, it could be costly and time-consuming to repair or replace our campus.

In certain circumstances, Holdings LLC will be required to make distributions to us and SFS Corp. and the distributions that Holdings LLC will be required to make may be substantial and in excess of our tax liabilities and obligations under the tax receivable agreement. To the extent we do not distribute such excess cash, SFS Corp. would benefit from any value attributable to such cash balances as a result of their ownership of Class B common stock (or Class A common stock, as applicable) following an exchange of Holdings LLC Common Units and the stapled shares of Common Stock.

Holdings LLC is treated as a partnership for U.S. federal income tax purposes and, as such, will not be subject to any entity-level U.S. federal income tax. Instead, taxable income will be allocated to us and SFS Corp., as holders of membership interests in Holdings LLC (the “Holdings LLC Common Units”). Accordingly, we will incur income taxes on our allocable share of any net taxable income of Holdings LLC. Under the Holdings LLC Second Amended & Restated Limited Liability Company Agreement (the “Holdings LLC A&R Company Agreement”), Holdings LLC will generally be required from time to time to make pro rata distributions in cash to its equityholders, SFS Corp. and us, in amounts sufficient to cover the taxes on their allocable share of the taxable income of Holdings LLC. As a result of (i) potential non pro rata allocations of net taxable income allocable to us and SFS Corp., (ii) the lower tax rate applicable to corporations as compared to individuals and (iii) the favorable tax benefits that we anticipate receiving from (a) the exchange of Holdings LLC Common Units from SFS Corp. and (b) payments under the tax receivable agreement, we expect that these tax distributions will be in amounts that exceed our tax liabilities and obligations to make payments under the tax receivable agreement. Our Board of Directors will determine the appropriate uses for any excess cash so accumulated, which may include, among other uses, any potential dividends, stock buybacks, the payment obligations under the tax receivable agreement and the payment of other expenses. We will have no obligation to distribute such cash (or other available cash other than any declared dividend) to our stockholders. No adjustments to the exchange ratio for Holdings LLC Common Units and the stapled shares of Common Stock will be made as a result of (x) any cash distribution by Holdings LLC or (y) any cash that we retain and do not distribute to our stockholders, and in any event the ratio will remain one-to-one.

We are required to pay SFS Corp. for certain tax benefits we may claim, and the amounts we may pay could be significant.

We entered into a tax receivable agreement with SFS Corp. that provides for the payment by us to SFS Corp. (or its transferees or other assignees) of 85% of the amount of cash savings, if any, in U.S. federal, state and local income tax or franchise tax that we actually realize 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 us as a result of payments we make under the tax receivable agreement; (iii) certain increases in tax basis resulting from payments we make under the tax receivable agreement; and (iv) disproportionate allocations (if any) of tax benefits to us which arise from, among other things, the sale of certain assets such as MSRs as a result of section 704(c) of the Internal Revenue Code of 1986 (the “Code”) (the tax attributes in clauses “(i)” through “(iv)” collectively referred to as the “Covered Tax Attributes”). The tax receivable agreement will make certain simplifying assumptions regarding the determination of the cash savings that we realize or are deemed to realize from the Covered Tax Attributes, which may result in payments pursuant to the tax receivable agreement in excess of those that would result if such assumptions were not made.

The actual tax benefit, as well as the amount and timing of any payments under the tax receivable agreement, will vary depending upon a number of factors, including, among others, the timing of exchanges by or purchases from SFS Corp., the price of our Class A common stock at the time of the exchanges or purchases, the extent to which such exchanges are taxable, the amount and timing of the taxable income we generate in the future and the tax rate then applicable, and the portion of our payments under the tax receivable agreement constituting imputed interest.

27
Future payments under the tax receivable agreement could be substantial. The payments under the tax receivable agreement are not conditioned upon SFS Corp.’s continued ownership of us.

We are not required to make a payment of the 85% applicable tax savings to SFS Corp. unless and until at least one of the payment conditions has been satisfied (the “Payment Conditions”). One condition is a requirement that we have received a tax opinion that provides that the applicable assets of Holdings LLC giving rise to the payment are “more likely than not” amortizable (the “Indemnifiable Condition”). If we determine that none of the Payment Conditions have been satisfied with respect to all or a portion of such applicable tax savings, we will pay such applicable tax savings (or portion thereof) at the time we reasonably determine a Payment Condition has been satisfied.

If we make a payment and the applicable tax savings are subsequently disallowed, we may deposit future payments due under the tax receivable agreement in an escrow account up to an amount necessary to cover 85% of the estimated additional taxes due by us as a result of the disallowance until such time as there has been a conclusive determination as to the validity of the disallowance. Upon a conclusive determination of the validity of the disallowance, we may recover from the escrow account any excess payments paid to SFS Corp. (or its transferees or assignees), and to the extent the amounts in the escrow account are insufficient, we may net any additional excess payments paid to SFS Corp. (or its transferees or assignees) against future payments that would otherwise be made under the tax receivable agreement. In addition, if we make a payment pursuant to the satisfaction of the Indemnifiable Condition and the applicable tax savings are subsequently disallowed, SFS Corp. will be required to indemnify us for 85% of the taxes and any additional losses attributable to the disallowance. At our election, SFS Corp. may satisfy all or a portion of this indemnity by transferring Holdings LLC Common Units held by it. There is no guarantee that SFS Corp. will hold Holdings LLC Common Units with a value sufficient to satisfy this indemnity or that the escrow account will hold sufficient funds to cover the cost of any disallowed tax savings. We could make payments to SFS Corp. under the tax receivable agreement that are greater than our actual cash tax savings and may not be able to recoup those payments, which could negatively impact our liquidity.

In addition, the tax receivable agreement will provide that in the case of a change in control of UWMC or a material breach of our obligations under the tax receivable agreement, we will be required to make a payment to SFS Corp. in an amount equal to the present value of future payments (calculated using a discount rate equal to the lesser of 6.50% or LIBOR plus 100 basis points, which may differ from our, or a potential acquirer’s, then-current cost of capital) under the tax receivable agreement, which payment would be based on certain assumptions, including those relating to our future taxable income. For additional discussion of LIBOR, see “—Risks Related to our Financing—We are exposed to risk relating to the transition from LIBOR and the volatility of LIBOR or any replacement reference rate, which can result in higher than market interest rates and may have a detrimental effect on our business.” In these situations, our obligations under the tax receivable agreement could have a substantial negative impact on our, or a potential acquirer’s, liquidity and could have the effect of delaying, deferring, modifying or preventing certain mergers, asset sales, other forms of business combinations or other changes of control. These provisions of the tax receivable agreement may result in situations where SFS Corp. has interests that differ from or are in addition to those of our other stockholders. In addition, we could be required to make payments under the tax receivable agreement that are substantial, significantly in advance of any potential actual realization of such further tax benefits, and in excess of our, or a potential acquirer’s, actual cash savings in income tax.

Decisions we make in the course of running our business, such as with respect to mergers, asset sales, other forms of business combinations or other changes in control, may influence the timing and amount of payments made under the tax receivable agreement. For example, the earlier disposition of assets following an exchange or purchase of Holdings LLC Common Units (along with the stapled shares of Class D common stock or Class C common stock) may accelerate payments under the tax receivable agreement and increase the present value of such payments, and the disposition of assets before such an exchange or purchase may increase the tax liability of SFS Corp. (or its direct or indirect owners) without giving rise to any rights to receive payments under the tax receivable agreement. Such effects may result in differences or conflicts of interest between the interests of SFS Corp. and the interests of other stockholders.

Finally, because we are a holding company with no operations of our own, our ability to make payments under the tax receivable agreement is dependent on the ability of our subsidiaries to make distributions to us. Our debt agreements restrict the ability of our subsidiaries to make distributions to us, which could affect our ability to make payments under the tax receivable agreement. To the extent that we are unable to make payments under the tax receivable agreement as a result of restrictions in our debt agreements, such payments will be deferred and will accrue interest until paid, which could negatively impact our results of operations and could also affect our liquidity in periods in which such payments are made.

Risks Related to our Financing

28
We rely on our warehouse facilities, structured as repurchase agreements, to finance our loan originations. These instruments are short-term and subject us to various risks different from other types of credit facilities.

We fund a vast majority of the mortgage loans we originate through borrowings under our short-term warehouse facilities and funds generated by our operations. Our ability to fund our loan originations may be impacted by our ability to secure further such borrowings on acceptable terms. Our warehouse facilities typically renew annually, although as of December 31, 2022, three of our facilities ($4.0 billion in available credit) had a two year renewal term. However, as of December 31, 2022, all but $401.0 million of our warehouse facilities were uncommitted and can be terminated by the applicable lender at any time. Our warehouse facilities are generally structured in the form of repurchase agreements. We currently leverage and, to the extent available, intend to continue to leverage the mortgage loans we originate with borrowings under these repurchase agreements. When we enter into repurchase agreements, we sell mortgage loans to other lenders, which are the repurchase agreement counterparties, and receive cash from these lenders. These lenders are obligated to resell the same assets back to us at the end of the term of the transaction, which typically ranges from 30 to 90 days, but which may have terms of up to 364 days or longer. These repurchase agreements subject us to various risks:
•The warehouse facilities subject us to counterparty risk. The amount of cash that we receive from a lender when we initially sell the mortgage loans to that lender is less than the fair value of those loans (this difference is referred to as the “haircut”). If the lender defaults on its obligation to resell the loans back to us, we could incur a loss on the transaction equal to the amount of the haircut (assuming that there was no change in the fair value of the loans, which the lenders are generally permitted to revalue to reflect current market conditions).
•We incur losses on a repurchase transaction if the value of the underlying loans has declined as of the end of the transaction term (including as a result of a lender counterparty revaluing the loans), as we would have to repurchase the loans for their initial value but would receive loans worth less than that amount if the loans have not be effectively hedged.
•If we default on one of our obligations under a repurchase transaction, the lender will be able to terminate the transaction and cease entering into any other repurchase transactions with us. Our repurchase agreements also typically contain cross default provisions, so that if a default occurs under any one agreement, the lenders under our other agreements could also declare a default. If a default occurs under any of our repurchase agreements and the lenders terminate one or more of our repurchase agreements, we may need to enter into replacement agreements with different lenders.
•If the market value of the loans pledged or sold by us under a repurchase agreement borrowing to a counterparty lender declines, the lender may initiate a margin call and require us to either post additional collateral to cover such decrease or repay a portion of the outstanding borrowing. We may not have the funds available to do so, and we may be required to liquidate assets at a disadvantageous time to avoid a default, which could cause us to incur further losses and limit our ability to leverage our assets. If we are unable to satisfy a margin call, our counterparty may accelerate repayment of our indebtedness, increase interest rates, liquidate the collateral (which may result in significant losses to it) or terminate our ability to borrow. Such a situation would likely result in a rapid deterioration of our financial condition and possibly necessitate a filing for bankruptcy protection. A rapidly rising interest rate environment may increase the likelihood of additional margin calls that could adversely impact our liquidity.

Our warehouse lenders also may revise their eligibility requirements for the types of assets they are willing to finance or the terms of such financings, based on, among other factors, the regulatory environment and their management of perceived risk, particularly with respect to assignee liability. Moreover, the amount of financing we receive under our warehouse facilities will be directly related to the lenders’ valuation of our assets that cover the outstanding borrowings.

Our use of this short-term financing exposes us to the risk that our lenders may respond to market conditions by making it more difficult for us to renew or replace on a continuous basis our maturing short-term warehouse facility borrowings. If we are not able to renew our then existing warehouse facilities or arrange for new financing on terms acceptable to us, or if we default on our covenants or are otherwise unable to access funds under this type of financing, we may have to curtail our loan origination activities and/or dispose of assets.

We depend on our ability to sell loans in the secondary market to a limited number of investors and to the GSEs, and to securitize our loans into MBS. If our ability to sell or securitize mortgage loans is impaired, we may not be able to originate mortgage loans, and if the GSEs and Ginnie Mae become less competitive, it could affect our volume and margins.

29
Substantially all of our loan originations are sold into the secondary market. We securitize loans into MBS through Fannie Mae, Freddie Mac and Ginnie Mae. Loans originated outside of the guidelines of Fannie Mae, Freddie Mac, and the FHA, USDA, or VA (for loans securitized with Ginnie Mae), such as jumbo loans are sold individually or in bulk to private investors, through mortgage conduits and through our own private label securitizations into MBS. GSE-eligible products are also sold through private label securitization transactions, in certain situations, such as when the GSE’s limit the volume of certain products they will purchase.

The gain recognized from producing and subsequent sales in the secondary market represents a significant portion of our revenues and net earnings. A decrease in the prices paid to us upon sale of our loans could be detrimental to our business, as we are dependent on the cash generated from such sales to fund our future loan closings and repay borrowings under our warehouse facilities. If it is not possible or economical for us to complete the sale or securitization of certain of our mortgage loans, we may lack liquidity to continue to fund such loans and our revenues and margins on new loan originations could be materially and negatively impacted.

The severity of the impact would be most significant to the extent we were unable to sell conforming home loans to the GSEs or securitize such loans pursuant to the GSEs and government agency-sponsored programs. We also derive other material financial benefits from these relationships, including the assumption of credit risk on securitized loans in exchange for our payment of guarantee fees and the ability to avoid certain loan inventory finance costs through streamlined loan funding and sale procedures, which benefits we would lose if we were unable to complete the sale or securitization of our loans.

We sell those loans that we originate that are non-GSE products, such as jumbo mortgage loans, or for which the GSEs may have imposed limitations, directly to either private investors or into the market through private label securitizations. These non-GSE sales typically take longer to execute which can increase the amount of time that a mortgage loan is on our books, which exposes us to additional market risk and increased liquidity requirements. Furthermore, the availability and pricing of these alternative distribution markets can fluctuate materially and external macroeconomic factors could result in reduced demand or pricing for our non-GSE products. For example, in March 2020 at the beginning of the COVID-19 pandemic many private and non-GSE investors significantly reduced their demand, as a result we had certain non-GSE products in our portfolio longer than anticipated and were unable to continue to originate jumbo loans due to liquidity constraints. If such a market shift were to occur again, we may need to change our business model to accommodate such shifts and our origination volume, margins and liquidity would likely be adversely affected.

The value of our MSRs can fluctuate significantly and these changes in value, or inaccuracies in the estimates of their value, could adversely affect our financial condition.

The value of our MSRs is based on the cash flows projected to result from the right to service of the related mortgage loans and continually fluctuates due to a number of factors. The primary factor driving the value of MSRs is interest rates, which impact the likelihood of loan prepayments through refinancing. In periods of rising interest rates, the fair value of the MSRs generally increases as prepayment expectations decrease, consequently extending the average estimated life of the MSRs resulting in expected increases in cash flows. In a declining interest rate environment, the fair value of MSRs generally decreases as prepayment expectations increase consequently truncating the average estimated life of the MSRs resulting in expected decreases in cash flows. Other market conditions also affect the number of loans that are refinanced and thus no longer result in cash flows, and the number of loans that become delinquent.

A substantial portion of our assets are measured at fair value, and if our estimates with respect to the determination of the fair value of those assets prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our earnings, financial condition and liquidity.

We measure the fair value of our mortgage loans, derivatives and MSRs on a recurring basis. Fair value determinations require many assumptions, especially to the extent there are not active markets for identical assets. For example, we generally estimate the fair value of loans based on quoted market prices for securities backed by similar types of loans. If quoted market prices are not available, fair value is estimated based on other relevant factors, including dealer price quotations and prices available for similar instruments, to approximate the amounts that would be received from a third party. In addition, the fair value of interest rate lock commitments, or IRLCs, are measured based upon the difference between the current fair value of similar loans (as determined generally for mortgages at fair value) and the price at which we have committed to originate the loans, subject to the pull-through factor. Further, MSRs do not trade in an active market with readily observable prices and, therefore, their fair value is determined using a valuation model that calculates the present value of estimated net future cash flows, using estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing fee income and ancillary income, and late fees. If our estimates of fair value prove to be incorrect, we may be required to write down the value of such assets, which could adversely affect our financial condition and results of operations.
30

Our outstanding Warrants are accounted for as liabilities and the changes in value of our outstanding Warrants could have an adverse effect on our financial results and thus may have an adverse effect on the market price of our securities.

As described in this Annual Report, we account for our outstanding Warrants as liabilities at fair value on the balance sheet. The Warrants are subject to remeasurement at each balance sheet date and any change in fair value is recognized as a component of earnings in each period for which our earnings are reported. We will continue to adjust the liability for changes in fair value until the earlier of exercise or expiration of the Warrants. The volatility introduced by changes in fair value on earnings may have an adverse effect on our quarterly and annual financial results.

Our hedging strategies may not be successful in mitigating our risks associated with changes in interest rates.

Our profitability is directly affected by changes in interest rates. The market value of closed mortgage loans and interest rate locks generally change along with interest rates. The value of such assets moves opposite of interest rate changes. For example, as interest rates rise, the value of existing mortgage assets falls.

We employ various economic hedging strategies to mitigate the interest rate and the anticipated loan financing probability or “pull-through risk” inherent in such mortgage assets. Our use of these hedge instruments may expose us to counterparty risk as they are not traded on regulated exchanges or guaranteed by an exchange or our clearinghouse and, consequently, there may not be the same level of protections with respect to margin requirements and positions and other requirements designed to protect both us and our counterparties. Furthermore, the enforceability of agreements underlying hedging transactions may depend on compliance with applicable statutory, commodity and other regulatory requirements and, depending on the domicile of the counterparty, applicable international requirements. Consequently, if a counterparty fails to perform under a derivative agreement we could incur a significant loss.

Our hedge instruments are accounted for as free-standing derivatives and are included on our consolidated balance sheet at fair value. Our operating results could be negatively affected because the losses on the hedge instruments we enter into may not be offset by a change in the fair value of the related asset or liability.

Our hedging strategies also require us to provide cash margin to our hedging counterparties from time to time. The Financial Industry Regulatory Authority (FINRA) requires us to provide daily cash margin to (or receive daily cash margin from, depending on the daily value of related instrument) our hedging counterparties from time to time. The collection of daily margins between us and our hedging counterparties could, under certain market conditions, adversely affect our short-term liquidity and cash-on-hand. Additionally, our hedge instruments may expose us to counterparty risk—the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which loss exceeds the value of existing collateral, if any.

Our hedging activities in the future may include entering into interest rate swaps, caps and floors, options to purchase these items, purchasing or selling U.S. Treasury securities, and/or other tools and strategies. These hedging decisions will be determined in light of the facts and circumstances existing at the time and may differ from our current hedging strategy. These hedging strategies may be less effective than our current hedging strategies in mitigating the risks described above, which could be detrimental to our business and financial condition.

Our rights under our repurchase agreements may be subject to the effects of bankruptcy laws in the event of the bankruptcy or insolvency of us or our lenders under the repurchase agreements, which may allow our lenders to repudiate our repurchase agreements.

In the event of insolvency or bankruptcy, repurchase agreements normally qualify for special treatment under the U.S. bankruptcy code, the effect of which, among other things, would be to allow the lender under the applicable repurchase agreement to avoid the automatic stay provisions of the U.S. bankruptcy code and to foreclose on the collateral agreement without delay. In the event of the insolvency or bankruptcy of a lender during the term of a repurchase agreement, the lender may be permitted, under applicable insolvency laws, to repudiate the contract, and our claim against the lender for damages may be treated simply as an unsecured creditor. In addition, if the lender is a broker or dealer subject to the Securities Investor Protection Act of 1970, or an insured depository institution subject to the Federal Deposit Insurance Act, our ability to exercise our rights to recover our securities under a repurchase agreement or to be compensated for any damages resulting from the lender’s insolvency may be further limited by those statutes. These claims would be subject to significant delay and, if and when received, may be substantially less than the damages we actually incur.

31
Our financing arrangements contain, and the government agencies impose, certain financial and restrictive covenants that limit our ability to operate our business and a default under such agreements or requirements could have a material adverse effect on our business, liquidity, financial condition, cash flows and results of operations.

Our warehouse facilities contain, and our other current or future debt agreements may contain, covenants imposing operating and financial restrictions on our business, including requirements to maintain a certain minimum tangible net worth, minimum liquidity, maximum total debt or liabilities to net worth ratio, profitability requirements, litigation judgment thresholds, and other customary debt covenants. We are also subject to minimum financial eligibility requirements established by the FHA, VA, GSEs and Ginnie Mae, including net worth, capital ratio and/or liquidity criteria in order to set a minimum level of capital needed to adequately absorb potential losses and a minimum amount of liquidity needed to service such agency mortgage loans and MBS and cover the associated financial obligations and risks, and these minimum requirements will be increased in 2023 and 2024 upon the effectiveness of new rules adopted by the GSEs and Ginnie Mae. In addition, the indentures governing our 2025 Senior Notes, 2029 Senior Notes, and 2027 Senior Notes contain covenants imposing operating and financial restrictions on our business. As a result, we may not be able to leverage our assets as fully as we would choose, which could reduce our return on equity, and could significantly impede us from growing our business and place us at a competitive disadvantage in relation to federally chartered banks and certain other financial institutions.

A breach of the covenants under our warehouse facilities, Senior Notes, or other debt agreements can result in an event of default under these facilities and as such allow the lenders to pursue certain remedies. In addition, each of these facilities includes cross default or cross acceleration provisions that could result in most, if not all, facilities terminating if an event of default or acceleration of maturity occurs under any facility. To the extent that the minimum financial requirements imposed by the agencies are not met, the agencies may suspend or terminate our agency approvals or agreements, which could cause us to cross default under our warehouse facilities arrangements, could have an adversely effect on our ability to access these markets and could have a material adverse effect on our liquidity and future growth.

In addition, the covenants and restrictions in our warehouse facilities, indentures governing our Senior Notes, and other debt agreements may restrict our ability to, among other things:
•make certain investments;
•declare or pay dividends on capital stock;
•redeem or purchase capital stock and certain debt obligations;
•incur liens;
•enter into transactions with affiliates;
•enter into certain agreements restricting our subsidiaries’ ability to pay dividends;
•incur indebtedness; and
•consolidate, merge, make acquisitions and sell assets.

These restrictions may interfere with our ability to obtain financings or to engage in other business activities, which could have a material adverse effect on our business, liquidity, financial condition, cash flows and results of operations. In addition, if we are unable to meet or maintain the necessary covenant requirements or satisfy, or obtain waivers for, the continuing covenants, we may lose the ability to borrow under all of our financing facilities, which could be detrimental to our business.

Risks Related to our Regulatory Environment

We operate in a heavily regulated industry, and our mortgage loan origination and servicing activities expose us to risks of noncompliance with an increasing and inconsistent body of complex laws and regulations at the U.S. federal, state and local levels.

Due to the heavily regulated nature of the mortgage industry, we and our clients are required to comply with a wide array of U.S. federal, state and local laws, rules and regulations that concern, among other things, the manner in which we conduct our loan origination and servicing businesses and the fees that we may charge, and the collection, use, retention, protection, disclosure, transfer and other processing of personal information by us and our clients. Governmental authorities and various U.S. federal and state agencies have broad oversight and supervisory authority over our business.

32
Because we originate mortgage loans and provide servicing activities nationwide, we must be licensed in all relevant jurisdictions that require licensure and comply with each such jurisdiction’s respective laws and regulations, as well as with judicial and administrative decisions applicable to us. Such licensing requirements also generally require the submission of information regarding any person who has 10% or more of the combined voting power of our outstanding equity interests. In addition, we and our clients are currently subject to a variety of, and may in the future become subject to additional U.S. federal, state and local laws that are continuously evolving and developing, including, but not limited to, laws on advertising, as well as privacy laws, including the Telephone Consumer Protection Act (“TCPA”), the Gramm-Leach-Bliley Act (“GLBA”), the CAN-SPAM Act, the California Consumer Privacy Act (“CCPA”), the California Privacy Rights Act (“CPRA”), the Virginia Consumer Data Protection Act and the Colorado Privacy Act. We expect more states to enact legislation similar to the CCPA and CPRA, which provide consumers with privacy rights such as the right to request deletion of their data, the right to receive data on record for them and the right to know what categories of data (generally) are maintained about them, and increases the privacy and security obligations of entities handling certain personal information of such consumers. These regulations directly impact our business and require ongoing compliance, monitoring and internal and external audits as they continue to evolve, and may result in ever-increasing public scrutiny and escalating levels of enforcement and sanctions. Subsequent changes to data protection and privacy laws could also impact how we process personal information, and therefore limit the effectiveness of our products or services or our ability to operate or expand our business, including limiting strategic partnerships that may involve the sharing of personal information. Additionally, the interpretation of such data protection and privacy laws is rapidly evolving, making implementation and enforcement, and thus compliance requirements, ambiguous, uncertain, and potentially inconsistent. Although we make reasonable efforts to comply with all applicable data protection laws and regulations, our interpretations and such measures may have been or may prove to be insufficient or incorrect.

We and our clients must also comply with a number of federal, state and local consumer financial services, laws and regulations including, among others, the Truth in Lending Act (“TILA”), the Real Estate Settlement Procedures Act (“RESPA”), the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair Housing Act, the TCPA, the GLBA, the Servicemembers Civil Relief Act, the Homeowners Protection Act, the Home Mortgage Disclosure Act, the SAFE Act, the Federal Trade Commission Act, the TRID rules, the Dodd-Frank Act, the Appraisal Independence Rule, the Bank Secrecy Act, U.S. federal and state laws prohibiting unfair, deceptive, or abusive acts or practices, and state foreclosure laws. These laws and regulations apply to loan origination, home appraisal, marketing, use of credit reports, safeguarding of non-public, personally identifiable information about borrowers, foreclosure and claims handling, investment of and interest payments on escrow balances and escrow payment features, and mandate certain disclosures and notices to borrowers. The Appraisal Independence Rule requires that there be a separation of duties to ensure no conflicts of interest. In 2021, we launched a new program, UWM Appraisal Direct, in which we directly engage appraisers rather than utilizing an appraisal management company. While we believe that this new program meets all of the regulatory and legal requirements, there is a risk that a regulatory agency could decide that our program does not meet all of the regulatory and legal requirements or that the new process could expose us to additional liability.

In particular, various federal, state and local laws have been enacted that are designed to discourage predatory lending and servicing practices. The Home Ownership and Equity Protection Act of 1994 (“HOEPA”) prohibits inclusion of certain provisions in residential loans that have mortgage rates or origination costs in excess of prescribed levels and requires that borrowers be given certain disclosures prior to origination. Some states have enacted, or may enact, similar laws or regulations, which in some cases impose restrictions and requirements greater than those in HOEPA. In addition, under the anti-predatory lending laws of some states, the origination of certain residential loans, including loans that are not classified as “high cost” loans under applicable law, must satisfy a net tangible benefits test with respect to the related borrower. This test may be highly subjective and open to interpretation. As a result, a court may determine that a residential loan, for example, does not meet the test even if the related originator reasonably believed that the test was satisfied. Our failure to comply with these laws, or the failure of residential loan originators or servicers to comply with these laws, to the extent any of their residential loans are or become part of our mortgage-related assets, could subject us, as an originator or a servicer, as applicable, or, in the case of acquired loans, as an assignee or purchaser, to monetary penalties and could result in the borrowers rescinding the affected loans. Lawsuits have been brought in various states making claims against originators, servicers, assignees and purchasers of high cost loans for violations of state law. Named defendants in these cases have included numerous participants within the secondary mortgage market. If our loans are found to have been originated in violation of predatory or abusive lending laws, we could be subject to lawsuits or governmental actions, or could be fined or incur losses.

Both the scope of the laws, rules and regulations and the intensity of the regulatory oversight to which our business is subject continue to increase over time. Regulatory enforcement and fines have also increased across the financial services sector. We expect that our business and that of our clients will remain subject to extensive regulation and supervision. These regulatory changes could result in an increase in our regulatory compliance burden and associated costs and place restrictions on our origination and servicing operations. Our failure to comply with applicable U.S. federal, state and local consumer protection and data privacy laws could lead to:
33
•loss of our licenses and approvals to engage in our servicing and lending businesses;
•damage to our reputation in the industry;
•governmental investigations and enforcement actions;
•administrative fines and penalties and litigation;
•civil and criminal liability, including class action lawsuits;
•increased costs of doing business;
•diminished ability to sell loans that we originate or purchase, requirements to sell such loans at a discount compared to other loans or repurchase or address indemnification claims from purchasers of such loans, including the GSEs;
•reduced payments by borrowers;
•modification of the original terms of mortgage loans;
•permanent forgiveness of debt;
•delays in the foreclosure process;
•increased servicing advances;
•inability to raise capital; and
•inability to execute on our business strategy, including our growth plans.

As these U.S. federal, state and local laws evolve, it may be more difficult for us to identify these developments comprehensively, to interpret changes accurately and to train our team members effectively with respect to these laws and regulations. These difficulties potentially increase our exposure to the risks of noncompliance with these laws and regulations, which could be detrimental to our business. In addition, our failure to comply with these laws, regulations and rules may result in reduced payments by borrowers, modification of the original terms of loans, permanent forgiveness of debt, delays in the foreclosure process, increased servicing advances, litigation, enforcement actions, and repurchase and indemnification obligations. A failure to adequately supervise our clients, service providers and vendors, including outside foreclosure counsel, may also have these negative results.

The laws and regulations applicable to us are subject to administrative or judicial interpretation, but some of these laws and regulations have been enacted only recently and may not yet have been interpreted or may be interpreted infrequently. Ambiguities in applicable laws and regulations may leave uncertainty with respect to permitted or restricted conduct and may make compliance with laws, and risk assessment decisions with respect to compliance with laws difficult and uncertain. In addition, ambiguities make it difficult, in certain circumstances, to determine if, and how, compliance violations may be cured. The adoption by industry participants of different interpretations of these statutes and regulations has added uncertainty and complexity to compliance. If we are deemed to have violated applicable statutes or regulations, it could result in regulatory investigations, state or federal governmental actions or private civil claims, including class actions, being brought against us. Such litigation would cause us to incur costs, fines and legal expenses in connection with these matters, regardless of any eventual ruling in our favor, and could also harm the reputation of our brand, any of which could have a material adverse effect on our business, financial condition or results of operations.

To resolve issues raised in examinations or other governmental actions, we may be required to take various corrective actions, including changing certain business practices, making refunds or taking other actions that could be financially or competitively detrimental to us. We expect to continue to incur costs to comply with governmental regulations. In addition, certain legislative actions and judicial decisions can give rise to the initiation of lawsuits against us for activities we conducted in the past. Furthermore, provisions in our mortgage loan documentation, including but not limited to the mortgage and promissory notes we use in loan originations, could be construed as unenforceable by a court. We have been, and expect to continue to be, subject to regulatory enforcement actions and private causes of action from time to time with respect to our compliance with applicable laws and regulations.

The recent influx of new laws, regulations, and other directives adopted in response to the recent COVID-19 pandemic exemplifies the ever-changing and increasingly complex regulatory landscape we operate in. While some regulatory reactions to COVID-19 relaxed certain compliance obligations, the forbearance requirements imposed on mortgages servicers in the recently passed CARES Act added new regulatory responsibilities. The GSEs and the FHFA, Ginnie Mae, the U.S. Department
34
of Housing and Urban Development (“HUD”), various investors and others have also issued guidance relating to COVID-19. Future regulatory scrutiny and enforcement resulting from COVID-19 is unknown.

Although we have compliance management systems and procedures to comply with these legal and regulatory requirements, we cannot assure you that more restrictive laws and regulations will not be adopted in the future, or that governmental bodies or courts will not interpret existing laws or regulations in a more restrictive manner, which could render our current business practices non-compliant or which could make compliance more difficult or expensive. Any of these, or other, changes in laws or regulations could have a detrimental effect on our business.

The CFPB continues to be active in its monitoring of the loan origination and servicing sectors, and its recently issued rules and heightened examination and enforcement scrutiny increase our regulatory compliance burden and associated costs.

We are subject to the regulatory, supervisory and enforcement authority of the CFPB, which has oversight of federal and state non-depository lending and servicing institutions, including residential mortgage originators and loan servicers. With the change in Presidential Administrations and, in turn, CFPB leadership, the CFPB is heightening its examination and enforcement scrutiny of the consumer finance, including mortgage, industry. The CFPB has rulemaking authority with respect to most of the federal consumer protection laws applicable to mortgage lenders and servicers, including TILA and RESPA and the FDCPA. The CFPB has issued a number of regulations under the Dodd-Frank Act relating to loan origination and servicing activities, including ability-to-repay, “Qualified Mortgage” standards and other origination standards and practices as well as guidance addressing relationships with brokers, communication with borrowers, secondary market transactions, servicing requirements that address, among other things, periodic billing statements, certain notices and acknowledgments, prompt crediting of borrowers’ accounts for payments received, additional notice, review and timing requirements with respect to delinquent borrowers, loss mitigation, prompt investigation of complaints by borrowers, and lender-placed insurance notices. These regulations and guidance may adversely impact our ability or the cost to develop new products which respond to market conditions, subject us to additional requirements under the ECOA, for example with respect to valuations, including appraisals and automated valuation models, may subject us to additional rules and potential liability arising from our role as an originator, lender or loan servicer and potentially increase our lender liability, vendor management risk or other risks.

For example, the CFPB has iteratively adopted rules over the course of several years regarding mortgage servicing practices that has required us to make modifications and enhancements to our mortgage servicing processes and systems. In 2021, the CFPB issued a final rule amending RESPA Regulation X to provide additional protections relating to loss mitigation and foreclosures to mortgage borrowers impacted by the COVID-19 pandemic as well as a supervisory bulletin 2021-02 warning that companies “unable to adequately manage loss mitigation can expect the Bureau to take enforcement or supervisory action to address violations under Regulation X, CFPA, or other authorities.” The intersection of the CFPB’s mortgage servicing rules and COVID-19 continues to evolve and poses new challenges to the servicing industry.

Beyond these mortgage-specific initiatives, the CFPB is generally increasing its scrutiny of fee-based business models
and so-called “junk fees," fair lending and servicing, and potential misuse of consumer data – all of which could subject players in the mortgage industry to additional rules or supervisory or enforcement scrutiny.
Pursuant to its supervisory authority, the CFPB has conducted routine examinations of our business and will conduct
future examinations. The CFPB’s examinations have increased, and will likely continue to increase, our administrative and compliance costs. They could also greatly influence the availability and cost of residential mortgage credit and increase servicing costs and risks. These increased costs of compliance, the effect of CFPB rules on the lending and loan servicing industries, and any failure in our ability, or our clients’ ability, to comply with new rules could be detrimental to our business. The CFPB also issued guidelines on sending examiners to banks and other institutions that service and/or originate mortgages to assess whether consumers’ interests are protected. The CFPB has conducted routine examinations of our business and will conduct future examinations.

The CFPB has broad enforcement powers, and continues to use them aggressively to police mortgage lenders and servicers as well as other players in the mortgage ecosystem. Our failure to comply with the federal consumer protection laws, rules and regulations to which we are subject, whether actual or alleged, could expose us to investigations, enforcement actions or potential litigation liabilities.

In addition, the occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our policies and procedures do not comply with applicable law could impact our business operations. For example, if the violation is related to our servicing operations it could lead to a transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events. Such a determination could also require us to
35
modify our servicing standards. The expense of complying with new or modified servicing standards may be substantial. Any such changes or revisions may have a material impact on our servicing operations, which could be detrimental to our business.

We are required to hold various agency approvals in order to conduct our business and there is no assurance that we will be able to obtain or maintain those agency approvals or that changes in agency guidelines will not materially and adversely affect our business, financial condition, liquidity and results of operations.

We are required to hold certain agency approvals in order to sell mortgage loans to GSEs and service such mortgage loans on their behalf. Our failure to satisfy the various requirements necessary to obtain and maintain such agency approvals over time would restrict our direct business activities and could materially and adversely impact our business, financial condition, liquidity and results of operations.

We are also required to follow specific guidelines that impact the way that we originate and service such agency loans. A significant change in these guidelines that has the effect of decreasing the fees we charge or requiring us to expend additional resources in providing mortgage services could decrease our revenues or increase our costs, which would also adversely affect our business, financial condition, liquidity and results of operations.

In addition, the FHFA has directed the GSEs to align their guidelines for servicing delinquent mortgages and assess compensatory penalties against servicers in connection with the failure to meet specified timelines relating to delinquent loans and foreclosure proceedings, and other breaches of servicing obligations. Our failure to operate efficiently and effectively within the prevailing regulatory framework and in accordance with the applicable origination and servicing guidelines and/or the loss of our seller/servicer license approval or approved issuer status with the agencies could result in our failure to benefit from available monetary incentives and/or expose us to monetary penalties and curtailments, all of which could materially and adversely affect our business, financial condition, liquidity and results of operations.
The executive, legislative and regulatory reaction to COVID-19, including the passage of the CARES Act, poses evolving compliance obligations on our business, and we may experience unfavorable changes in or failure to comply with existing or future regulations and laws adopted in response to COVID-19.

Due to the unprecedented pause of major sectors of the U.S. economy from COVID-19, numerous states and the federal government adopted measures requiring mortgage servicers to work with consumers negatively impacted by COVID-19. The CARES Act imposes several new compliance obligations on our mortgage servicing activities, including, but not limited to mandatory forbearance offerings, altered credit reporting obligations, and moratoriums on foreclosure actions and late fee assessments. Many states have taken similar measures to provide mortgage payment and other relief to consumers, which create additional complexity around our mortgage servicing compliance activities.

With the urgency to help consumers, the expedient passage of the CARES Act increases the likelihood of unintended consequences from the legislation. For example, certain provisions of the CARES Act are subject to interpretation given the existing ambiguities in the legislation, which creates class action and other litigation risk.

Although much of the executive, legislative and regulatory actions stemming from COVID-19 are servicing-centric, regulators are adjusting compliance obligations impacting our mortgage origination activities. Many states have adopted temporary measures allowing for otherwise prohibited remote mortgage loan origination activities. While these temporary measures allow us to continue to do business remotely, they impose notice, procedural, and other compliance obligations on our origination activity. As jurisdictions begin to roll back COVID-19 related measures, inconsistencies in the modification of regulations could also impose notice, procedural, and other compliance obligations on our origination activity.

Federal, state, and local executive, legislative and regulatory responses to COVID-19 are still evolving, not consistent in scope or application, and subject to change without advance notice. Such efforts may impose additional compliance obligations, which may negatively impact our mortgage origination and servicing business. Any additional legal or regulatory responses to COVID-19 may unfavorably restrict our business, our established business practices, and otherwise raise our compliance costs.

The state regulatory agencies, GSEs and others continue to be active in their supervision of the loan origination and servicing sectors and the results of these examinations may be detrimental to our business.

State attorneys general, state licensing regulators, and state and local consumer financial protection offices have authority to examine us and/or investigate consumer complaints and to commence investigations and other formal and informal proceedings regarding our operations and activities. In addition, the GSEs and the FHFA, Ginnie Mae, the FTC, HUD, various
36
investors, non-agency securitization trustees and others subject us to periodic reviews and audits. A determination of our failure to comply with applicable law could lead to enforcement action, administrative fines and penalties, or other administrative action.

If we do not obtain and maintain the appropriate state licenses, we will not be allowed to originate or service loans in some states, which would adversely affect our operations.

Our operations are subject to regulation, supervision and licensing under various federal, state and local statutes, ordinances and regulations. In most states in which we operate, a regulatory agency regulates and enforces laws relating to mortgage lenders and mortgage loan servicing companies such as us. In most states, we are subject to periodic examination by state regulatory authorities. Some states in which we operate require special licensing or provide extensive regulation of our business.

As part of licensing requirements, we are typically required to designate individual licensees of record. We cannot ensure that we are, and will always remain, in full compliance with all state licensing laws and regulations, and we may be subject to fines or penalties, including license revocation, for any non-compliance. If we lose a license or are otherwise found to be in violation of a law or regulation, our business operations in that state may be suspended until we obtain the license or otherwise remedy the compliance issue.

We may not be able to maintain all requisite licenses and permits, and the failure to satisfy those and other regulatory requirements could restrict our ability to originate, purchase, sell or service loans. In addition, our failure to satisfy any such requirements relating to servicing of loans could result in a default under our servicing agreements and have a material adverse effect on our operations. Those states that currently do not provide extensive regulation of our business may later choose to do so, and if such states so act, we may not be able to obtain or maintain all requisite licenses and permits. The failure to satisfy those and other regulatory requirements could limit our ability to originate, purchase, sell or service loans in a certain state, or could result in a default under our financing and servicing agreements and have a material adverse effect on our operations. Furthermore, the adoption of additional, or the revision of existing, rules and regulations could have a detrimental effect on our business.

If new laws and regulations lengthen foreclosure times or introduce new regulatory requirements regarding foreclosure procedures, our operating costs could increase and we could be subject to regulatory action.

When a mortgage loan we service is in foreclosure, we are generally required to continue to advance delinquent principal and interest to the securitization trust and to make advances for delinquent taxes and insurance and foreclosure costs and the upkeep of vacant property in foreclosure to the extent that we determine that such amounts are recoverable. These servicing advances are generally recovered when the delinquency is resolved. Regulatory actions that lengthen the foreclosure process will increase the amount of servicing advances that we are required to make, lengthen the time it takes for us to be reimbursed for such advances and increase the costs incurred during the foreclosure process.

The CARES Act paused all foreclosures from March 18, 2020 until May 17, 2020. Many state governors issued orders, directives, guidance or recommendations halting foreclosure activity including evictions. As noted above, in 2021, the CFPB finalized amendments to RESPA, Regulation X and issued guidance focused on supporting the housing market’s smooth and orderly transition to post-pandemic operation and implementing a bar on certain new foreclosure filings until December 31, 2021. These regulatory actions and similar responses to the COVID-19 pandemic that may be passed in the future could increase our operating costs and negatively impact our liquidity, as they may extend the period for which we are required to make advances for delinquent principal and interest, taxes and insurance, and could delay our ability to seek reimbursement from the investor to recoup some or all of the advances.

Increased regulatory scrutiny and new laws and procedures could cause us to adopt additional compliance measures and incur additional compliance costs in connection with our foreclosure processes. We may incur legal and other costs responding to regulatory inquiries or any allegation that we improperly foreclosed on a borrower. We could also suffer reputational damage and could be fined or otherwise penalized if we are found to have breached regulatory requirements.

Our servicing policies and procedures are subject to examination by our regulators, and the results of these examinations may be detrimental to our business.

As a loan servicer, we are examined for compliance with U.S. federal, state and local laws, rules and guidelines by numerous regulatory agencies. It is possible that any of these regulators will inquire about our servicing practices, policies or
37
procedures and require us to revise them in the future. The occurrence of one or more of the foregoing events or a determination by any court or regulatory agency that our servicing policies and procedures do not comply with applicable law could lead to penalties and fines, changes to our servicing practices and standards, transfer of our servicing responsibilities, increased delinquencies on mortgage loans we service or any combination of these events.

Regulatory agencies and consumer advocacy groups are becoming more aggressive in asserting claims that the practices of lenders and loan servicers violate anti-discrimination laws.

Antidiscrimination statutes, such as the FHA and the ECOA, prohibit creditors from discriminating against loan applicants and borrowers based on certain characteristics, such as race, ethnicity, sex, religion and national origin. States have analogous anti-discrimination laws that extend protections beyond the protected classes under federal law, extending protections, for example, to gender identity. Various federal regulatory agencies and departments, including the DOJ and CFPB, take the position that these laws apply not only to intentional discrimination, but also to neutral practices that have a disparate impact on a group that shares a characteristic that a creditor may not consider in making credit decisions (i.e., creditor or servicing practices that have a disproportionate negative effect on a protected class of individuals).

These regulatory agencies, as well as consumer advocacy groups and plaintiffs’ attorneys, are focusing greater attention on “disparate impact” claims. The U.S. Supreme Court has confirmed that the “disparate impact” theory applies to cases brought under the FHA, while emphasizing that a causal relationship must be shown between a specific policy of the defendant and a discriminatory result that is not justified by a legitimate, non-discriminatory business objective of the defendant. Although it is still unclear whether disparate impact theory applies under the ECOA, regulatory agencies and private plaintiffs can be expected to continue to apply it to both the FHA and the ECOA in the context of home loan lending and servicing. Application of disparate impact theory to our activities exposes us to significant administrative burdens and risks potential liability for noncompliance.

Furthermore, many industry observers believe that the “ability to repay” rule issued by the CFPB, will have the unintended consequence of having a disparate impact on protected classes. Specifically, it is possible that lenders that make only qualified mortgages may be exposed to discrimination claims under a disparate impact theory.

Beyond exposure to potential fair lending or servicing claims under disparate impact theory, lenders face increasing regulatory, enforcement and litigation risk under the FHA and ECOA from claims of “redlining” and “reverse redlining.” Redlining is the practice of denying a creditworthy applicant a loan for housing in a certain neighborhood even though the applicant may be otherwise qualified. Reverse redlining is targeting an applicant in a certain neighborhood for a higher cost products or services. In late 2021, the DOJ launched a “combating redlining initiative” and partnership with other federal and state agencies, including the CFPB, to police these practices, making clear they are a high priority across the financial services regulatory ecosystem.

The Biden Administration, in June 2021, also formed an interagency task force to address concerns around improper bias in home appraisals. The CFPB, HUD and FHFA all have been clear that policing such bias and working to develop new guidance for industry as to how it can reduce human discretion in the home appraisal and valuation process are key agency priorities in 2022. Such efforts could result in a change in our appraisal practices or expose us to liability under the FHA or ECOA.

In addition to reputational harm, violations of the ECOA and the FHA can result in actual damages, punitive damages, injunctive or equitable relief, attorneys’ fees and civil money penalties.

From time to time, we are subject to various legal actions that if decided adversely, could be detrimental to our business.

From time to time, we are named as a defendant in legal proceedings alleging improper lending, servicing or marketing practices, abusive loan terms and fees, disclosure violations, quiet title actions, improper foreclosure practices, violations of consumer protection, securities or other laws, breach of contract and other related matters. In addition, we have grown our number of team members materially in recent years and have increased our profile in the community and nationally. As a result, the number of lawsuits against us regarding alleged violation of employment laws, including wage and hour, and other employment issues, has and may continue to increase. In recent years there has been an increase in the number of collective and class actions with respect to employment matters against employers generally. Coupled with the expansion of social media platforms and similar devices that allow individuals access to a broad audience, these claims, whether or not they have merit, could result in reputational risk, negative publicity, out-of-pockets costs and distraction to our management team.
38

We are subject to various consumer protection regulatory regimes which expose us to liability directly from consumers.

We operate in an industry that is highly sensitive to consumer protection, and we and our clients are subject to numerous local, state and federal laws that are continuously changing. Remediation for non-compliance with these laws can be costly and significant fines may be incurred. We are routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business and may become subject to class action suits alleging non-compliance with these laws. If we were to become involved in a lengthy litigation, we could incur substantial costs and our resources and the attention of management could be diverted from our business. We are also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our respective businesses. Negative public opinion can result from our actual or alleged conduct in any number of activities. Negative public opinion can also result from actions taken by government regulators and community organizations in response to our activities, from consumer complaints, including in the CFPB complaints database, and from media coverage, whether accurate or not. Any of these types of matters could cause us to incur costs, loss of business, fines and legal expenses, regardless of any eventual ruling in our favor, and could also harm the reputation of our brand, any of which could have a material adverse effect on our business, financial condition or results of operations.

Risks Associated with Our Corporate Structure and Common Stock

We are controlled by SFS Corp., whose interests may conflict with our interests and the interests of other stockholders.

SFS Corp. holds all of our issued and outstanding Class D common stock, which has ten votes per share, and controls approximately 79% of the combined voting power of our Common Stock (our Class A common stock, Class B common stock, Class C common stock and Class D common stock collectively, the “Common Stock”) (based on the Voting Limitation). Without the Voting Limitation, SFS Corp. would have 99% of the combined voting power of our capital stock. As long as SFS Corp. owns at least 10% of the outstanding Common Stock, SFS Corp. will have the ability to determine all corporate actions requiring stockholder approval, including the election and removal of directors and the size of our Board, any amendment to our certificate of incorporation or bylaws, or the approval of any merger or other significant corporate transaction, including a sale of substantially all of our assets. This could have the effect of delaying or preventing a change in control or otherwise discouraging a potential acquirer from attempting to obtain control of us, which could cause the market price of our Class A common stock to decline or prevent stockholders from realizing a premium over the market price for our Class A common stock. SFS Corp.’s interests may conflict with our interests as a company or the interests of our other stockholders.

Resales of the outstanding shares of Class A common stock or shares issuable upon Holdings LLC Unit Exchanges, exercise of Warrants or in connection with the Earn-Out could depress the market price of our Class A common stock or result in dilution.

As of February 24, 2023, there were 93,101,971 shares of our Class A common stock outstanding. In addition, (1) 1,502,069,787 shares of Class A common stock (or approximately 1,592,831,471 shares of Class A common stock if the full amount of the Earn-Out Shares is earned) may be issued to SFS Corp. or its transferees or assignees in connection with future Holdings LLC Unit Exchanges and (2) 15,874,987 shares may be issued upon exercise of our outstanding Warrants with a strike price of $11.50 per share. Currently, all of the shares of Class A common stock outstanding are freely tradable. In addition, we have the obligation to register for resale, at any time, all of the Shares of Class A Common Stock issuable to SFS Corp. upon Holdings LLC Unit Exchanges, of which 500 million shares have been currently registered. Shares of Class A common stock issuable upon the exercise of our Warrants or in connection with the Earn-Out or upon Holdings LLC Unit Exchanges may result in dilution to the then existing holders of our Class A common stock and increase the number of shares eligible for resale in the public market. Such sales of shares of Class A common stock or the perception that such sales may occur could depress the market price of our Class A common stock.

As a “controlled company” within the meaning of NYSE listing rules, we qualify for exemptions from certain corporate governance requirements. We have the opportunity to elect any of the exemptions afforded a controlled company.

Because SFS Corp. controls more than a majority of our total voting power, we are a “controlled company” within the meaning of NYSE listing rules. Under NYSE rules, a company of which more than 50% of the voting power is held by another person or group of persons acting together is a “controlled company” and may elect not to comply with the following NYSE rules regarding corporate governance:
•the requirement that a majority of our Board of directors consist of independent directors;
39
•the requirement that compensation of our executive officers be determined by a majority of the independent directors of the Board or a compensation committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities; and
•the requirement that director nominees be selected, or recommended for the Board’s selection, either by a majority of the independent directors of the Board or a nominating committee comprised solely of independent directors with a written charter addressing the committee’s purpose and responsibilities.

Three of our nine directors are independent directors and our Board has an independent audit committee. However, our Board does not have a majority of independent directors, or a compensation committee comprised of solely independent directors or a nominating committee. Rather, actions with respect to executive compensation will be taken by the compensation committee on which Mr. Mat Ishbia sits, and compensation decisions with respect to Mr. Ishbia’s compensation will be taken by a special subcommittee, and director nominations will be made by our full Board. Our Board has determined that Kelly Czubak, Isiah Thomas and Robert Verdun are “independent directors,” as defined in the NYSE listing rules and applicable SEC rules.
We may experience volatility in the trading price of our shares due to fluctuations in our quarterly operating results or other factors.

Significant fluctuations in the price of our securities could contribute to the loss of all or part of your investment. Since the consummation of our Business Combination, trading in the shares of our Class A common stock has been extremely volatile and subject to wide fluctuations in response to various factors, some of which are beyond our control. Accordingly, the valuation ascribed to us and our Class A common may not be indicative of the price of that will prevail in the trading market in the future. Any of the factors in this Annual Report could have a material adverse effect on your investment in our securities and our securities may trade at prices significantly below the price you paid for them. In such circumstances, the trading price of our securities may not recover and may experience a further decline.

In addition, broad market and industry factors may materially harm the market price of our securities irrespective of our operating performance. The stock market in general and NYSE have experienced price and volume fluctuations that have often been unrelated or disproportionate to the operating performance of the particular companies affected. In addition, the trading prices of companies that were formerly special purpose acquisition companies have, and may continue to, experience volatility unrelated to the operating performance of the specific company. The trading prices and valuations of these stocks, and of our securities, may not be predictable. A loss of investor confidence in the market for the stocks of other companies that investors perceive to be similar to our business could depress our stock price regardless of our business, prospects, financial condition or results of operations. A decline in the market price of our securities also could adversely affect our ability to issue additional securities and our ability to obtain additional financing in the future.

In the past, securities class action litigation has often been initiated against companies following periods of volatility in their stock price. This type of litigation could result in substantial costs and divert our management’s attention and resources, and could also require us to make substantial payments to satisfy judgments or to settle litigation.

Anti-takeover provisions contained in our Charter and Amended and Restated Bylaws, as well as provisions of Delaware law, could impair a takeover attempt.

Our Charter contains provisions that may discourage unsolicited takeover proposals that stockholders may consider to be in their best interests. We are also subject to anti-takeover provisions under Delaware law, which could delay or prevent a change of control. Together, these provisions may make more difficult the removal of management and may discourage transactions that otherwise could involve payment of a premium over prevailing market prices for our securities. These provisions include:
•a capital structure where holders of Class B common stock and holders of Class D common stock each have ten votes per share of Class B common stock and Class D common stock (as compared with holders of Class A common stock and holders of Class C common stock, who each have one vote per share of Class A common stock and Class C common stock, respectively) and consequently have a greater ability to control the outcome of matters requiring stockholder approval, even when the holders of Class B common stock and Class D common stock own significantly less than a majority of the outstanding shares of Common Stock;
•no cumulative voting in the election of directors, which limits the ability of minority stockholders to elect candidates to serve as a director of our Board;
40
•a classified Board with three-year staggered terms, which could delay the ability of stockholders to change the membership of a majority of our Board;
•the requirement that, at any time from and after the Voting Rights Threshold Date, directors elected by the stockholders generally entitled to vote may be removed from our Board solely for cause;
•the exclusive right of our Board, from and after the Voting Rights Threshold Date, to fill newly created directorships and vacancies with respect to directors elected by the stockholders generally entitled to vote, which prevents stockholders from being able to fill vacancies on our Board;
•the prohibition on stockholder action by written consent from and after the Voting Rights Threshold Date, which forces stockholder action from and after the Voting Rights Threshold Date to be taken at an annual or special meeting of stockholders;
• the requirement that special meetings of stockholders may only be called by the Chairperson of our Board, our Chief Executive Officer or our Board, which may delay the ability of our stockholders to force consideration of a proposal or to take action, including the removal of directors;
• the requirement that, from and after the Voting Rights Threshold Date, amendments to certain provisions of our Charter and amendments to the Amended and Restated Bylaws must be approved by the affirmative vote of the holders of at least seventy-five percent (75%) in voting power of our then outstanding shares generally entitled to vote;
• our authorized but unissued shares of Common Stock and Preferred Stock, par value $0.0001 per share, are available for future issuances without stockholder approval and could be utilized for a variety of corporate purposes, including future offerings to raise additional capital, acquisitions and employee benefit plans; the existence of authorized but unissued and unreserved shares of Common Stock and Preferred Stock could render more difficult or discourage an attempt to obtain control of us by means of a proxy contest, tender offer, merger or otherwise;
• advance notice procedures set forth in the Amended and Restated Bylaws that stockholders must comply with in order to nominate candidates to our Board or to propose other matters to be acted upon at a meeting of stockholders, which may discourage or deter a potential acquirer from conducting a solicitation of proxies to elect the acquirer’s own slate of directors or otherwise attempting to obtain control of us; and
• an exclusive forum provision which provides that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of ours to our business or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the General Corporation Law of the State of Delaware (the “DGCL”), our Charter or the Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, in each case, will be required to be filed in either (x) the Sixth Judicial Circuit, Oakland County, Michigan (or, if the Sixth Judicial Circuit, Oakland County, Michigan lacks jurisdiction over any such action or proceeding, then another state court of the State of Michigan, or if no state court of the State of Michigan has jurisdiction over any such action or proceeding, then the United States District Court for the Eastern District of Michigan) or (y) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction then the U.S. District Court for the District of Delaware).

Our Charter contains a provision renouncing our interest and expectancy in certain corporate opportunities.

Our Charter provides that we have no interests or expectancy in, or being offered an opportunity to participate in any corporate opportunity, to the fullest extent permitted by applicable law, with respect to any lines of business or business activity or business venture conducted by any UWM Related Persons as of the date of the filing of our Charter with the Secretary of State of the State of Delaware or received by, presented to or originated by UWM Related Persons after the date of the filing of our Charter with the Secretary of State of the State of Delaware in such UWM Related Person’s capacity as a UWM Related Person (and not in his, her or its capacity as a director, officer or employee of ours), in each case, other than any corporate opportunity with respect to residential mortgage lending. These provisions of our Charter create the possibility that a corporate opportunity of ours may be used for the benefit of the UWM Related Persons.

The provision of our Charter requiring exclusive forum in the state courts in the State of Michigan or the State of Delaware for certain types of lawsuits may have the effect of discouraging lawsuits against our directors and officers.

41
Our Charter requires that, unless we consent in writing to the selection of an alternative forum, (i) any derivative action brought on our behalf, (ii) any action asserting a claim of breach of a fiduciary duty owed by any director, officer, or employee of our business to us or our stockholders, (iii) any action asserting a claim arising pursuant to any provision of the DGCL, our Charter or Amended and Restated Bylaws, or (iv) any action asserting a claim governed by the internal affairs doctrine of the State of Delaware, in each case, to be filed in either (x) the Sixth Judicial Circuit, Oakland County, Michigan (or, if the Sixth Judicial Circuit, Oakland County, Michigan lacks jurisdiction over any such action or proceeding, then another state court of the State of Michigan, or if no state court of the State of Michigan has jurisdiction over any such action or proceeding, then the United States District Court for the Eastern District of Michigan) or (y) the Court of Chancery of the State of Delaware (or, if the Court of Chancery of the State of Delaware lacks jurisdiction over any such action or proceeding, then the Superior Court of the State of Delaware, or, if the Superior Court of the State of Delaware lacks jurisdiction then the U.S. District Court for the District of Delaware). The exclusive forum provision described above does not apply to actions arising under the Securities Act or the Exchange Act. Section 27 of the Exchange Act creates exclusive federal jurisdiction over all suits brought to enforce any duty or liability created by the Exchange Act or the rules and regulations thereunder, and Section 22 of the Securities Act creates concurrent jurisdiction for federal and state courts over all suits brought to enforce any duty or liability created by the Securities Act or the rules and regulations thereunder.

Although we believe these exclusive forum provisions benefit us by providing increased consistency in the application of Delaware law, the exclusive forum provisions may limit a stockholder’s ability to bring a claim in a judicial forum that it finds favorable for disputes with us or any of our directors, officers or stockholders, which may discourage lawsuits with respect to such claims. Further, in the event a court finds the exclusive forum provision contained in our Charter to be unenforceable or inapplicable in an action, we may incur additional costs associated with resolving such action in other jurisdictions, which could harm our business, operating results and financial condition.

General Risk Factors

If we fail to maintain an effective system of internal controls, we may not be able to accurately determine our financial results or prevent fraud. As a result, our stockholders could lose confidence in our financial results, which could harm our business and the market value of our common stock.

Effective internal controls are necessary for us to provide reliable financial reports and effectively prevent fraud. We may in the future discover areas of our internal controls that need improvement. Section 404 of the Sarbanes-Oxley Act of 2002 (the “Sarbanes-Oxley Act”) requires that we evaluate and report on our internal control over financial reporting. We cannot be certain that we will be successful in maintaining adequate control over our financial reporting and financial processes. Furthermore, as we rapidly grow our businesses, our internal controls will become more complex, and we will require significantly more resources to ensure our internal controls remain effective. Section 404(b) of the Sarbanes-Oxley Act requires our auditors to formally attest to and report on the effectiveness of our internal control over financial reporting.

If we cannot maintain effective internal control over financial reporting, or our independent registered public accounting firm cannot provide an unqualified attestation report on the effectiveness of our internal control over financial reporting, investor confidence and, in turn, the market price of our common stock could decline. Additionally, the existence of any material weakness or significant deficiency could require management to devote significant time and incur significant expense to remediate any such material weakness or significant deficiency, and management may not be able to remediate any such material weakness or significant deficiency in a timely manner, or at all. Accordingly, our failure to maintain effective internal control over financial reporting could result in misstatements of our financial results or restatements of our financial statements or otherwise have a material adverse effect on our business, financial condition, liquidity and results of operations.

Unanticipated changes in effective tax rates or adverse outcomes resulting from examination of our income or other tax returns could adversely affect our financial condition and results of operations.

We are subject to income taxes in the U.S. at the federal, state and local levels. Our future effective tax rates could be subject to volatility or adversely affected by a number of factors, including:
•changes in the valuation of our deferred tax assets and liabilities;
•expected timing and amount of the release of any tax valuation allowances;
•tax effects of stock-based compensation;
•changes in tax laws, regulations or interpretations thereof;
•increases in UWMC's ownership of Holdings LLC resulting from Holdings LLC Unit Exchanges; or
42
•lower than anticipated future earnings in jurisdictions where we have lower statutory tax rates and higher than anticipated future earnings in jurisdictions where we have higher statutory tax rates.

In addition, we may be subject to audits of our income, sales and other transaction taxes by taxing authorities. Outcomes from these audits could have an adverse effect on our financial condition and results of operations.

Item 1b. Unresolved Staff Comments

None
Item 2. Properties

Our corporate headquarters, located in Pontiac, Michigan, is comprised of five separately leased buildings with approximately 1.4 million square feet of occupied space, that house substantially all of our operations. In addition, we have two land leases, one providing parking space for our team members and the other an outdoor food court pavilion. We lease the space from entities controlled by Mat Ishbia, our CEO and Jeff Ishbia, a director and our founder. We believe that our corporate headquarters is suitable and adequate to meet the needs of our business.

Item 3. Legal Proceedings

We operate in a heavily regulated industry that is highly sensitive to consumer protection, and we are subject to numerous federal, state and local laws. We are routinely involved in consumer complaints, regulatory actions and legal proceedings in the ordinary course of our business. We are also routinely involved in state regulatory audits and examinations, and occasionally involved in other governmental proceedings arising in connection with our respective business. The resolution of these matters, including the matters specifically described below, is not currently expected to have a material adverse effect on our financial position, financial performance or cash flows.

On April 23, 2021, a complaint was filed in the U.S. District Court for the Middle District of Florida against the Company and Mat Ishbia, individually by The Okavage Group, LLC ("Okavage") on behalf of itself and all other mortgage brokers who are, or have been clients of UWM and either Fairway Independent Mortgage or Rocket Pro TPO. After the Company and Mat Ishbia filed a motion to dismiss the complaint, Okavage filed a motion for leave to amend its complaint on August 2, 2021, and on August 3, 2021, the Court granted Okavage's motion and ordered the clerk to file Plaintiff’s First Amended Class Action Complaint with its corresponding attachments. In its amended complaint, Okavage dropped the Company as a defendant and added UWM as a defendant. Okavage purports to represent the same set of mortgage brokers as in its original complaint and alleges that UWM’s new policy to no longer enter into new transactions with Independent Mortgage Brokers who also sold mortgage loans to these two market participants amounted to anticompetitive conduct under federal and Florida antitrust laws. Okavage seeks class certification, treble damages, attorneys’ fees and injunctive relief. We filed a renewed motion to dismiss on September 7, 2021. On July 27, 2022, the magistrate judge assigned to consider our motion to dismiss recommended that the amended complaint be dismissed in its entirety without prejudice. In response, Okavage filed a second amended class action complaint on November 8, 2022. On December 14, 2022, UWM and its CEO filed a motion to dismiss the second amended complaint, and that motion remains pending.

On February 3, 2022, UWM filed a complaint against America’s Moneyline, Inc. (“AML”), a former client, in the U.S. District Court for the Eastern District of Michigan, seeking monetary damages and injunctive relief. The complaint alleges that AML breached the parties’ wholesale broker agreement by submitting mortgage loans and mortgage loan applications to certain select retail lenders. On February 25, 2022, AML filed its answer to the complaint and included certain counterclaims, including fraud and misrepresentation, against UWM. UWM filed a motion to dismiss AML’s counterclaims, and on December 12, 2022, the court granted UWM’s motion in large part, dismissing all of AML’s counterclaims except for its declaratory judgment claim. The case remains pending.

Item 4. Mine Safety Disclosures

Not applicable.

43
PART I
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

Market Price and Ticker Symbol

Our Class A common stock and Warrants are currently listed on the NYSE under the symbols "UWMC" and "UWMCWS," respectively. The closing price of the Class A common stock and Warrants as of February 24, 2023 was $4.19 and $0.17, respectively.

Holders

As of February 24, 2023, there were 45 holders of record of our Class A common stock and 3 holders of record of our Warrants. Such numbers do not include beneficial owners holding our securities through nominee names. There is no public market for our Class B common stock, Class C common stock, or Class D common stock.

Dividend Policy

We initiated a quarterly dividend on shares of our Class A common stock in the first quarter of 2021. The dividend amount is reviewed each quarter and declared by our Board of Directors quarterly based on a number of factors, including, among other things, our earnings, our financial condition, growth outlook, the capital required to support ongoing growth opportunities and compliance with other internal and external requirements. In connection with the declaration of a dividend on our shares of Class A common stock, the Board, in its capacity as the Manager of Holdings LLC (UWMC's consolidated subsidiary and UWM's direct parent), is required pursuant to the terms of the Holdings LLC Second Amended and Restated Operating Agreement, to determine whether to (a) make distributions from Holdings LLC to only UWMC, 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 UWMC or (b) make proportional and simultaneous distributions from Holdings LLC to both UWMC, 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.

Share Repurchase Program
On May 9, 2021, the Company's Board of Directors authorized a share repurchase program of up to $300.0 million in aggregate value of the Company’s Class A common stock effective May 11, 2021. The share repurchase program authorizes the Company to repurchase shares of the Company’s Class A common stock from time to time, in the open market or through privately negotiated transactions, at management's discretion based on market and business conditions, applicable legal and regulatory requirements as well as other factors. Shares purchased will be retired. The new plan will expire on May 11, 2023 unless otherwise modified or terminated by the Company's Board of Directors at any time in the Company's sole discretion.
There were no repurchases of the Company's shares of its outstanding Class A common stock during the year ended December 31, 2022. As of December 31, 2022, the remaining amount authorized under the share repurchase program was $218.4 million.

















44

Performance Graph

The graph below compares the cumulative total return for our common stock for the period from the closing of the Business Combination transaction on January 21, 2021 through December 31, 2022 with the comparable cumulative returns of two indices: the Russell 2000 Index and the Dow Jones US Mortgage Finance Index, which is an industry index comprised of mortgage financing companies. The graph assumes $100 invested on January 21, 2021 and reflects the cumulative total return on that investment, including the reinvestment of all dividends where applicable, through December 31, 2022.

uwmc-20221231_g4.jpg


Item 6. Reserved


45

Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations

The following management’s discussion and analysis of our financial condition and results of operations should be read in conjunction with, and is qualified in its entirety by reference to, our consolidated financial statements and the related notes and other information included elsewhere in this Annual Report on Form 10-K (the “Form 10-K”). This discussion and analysis contains forward-looking statements that involve risks and uncertainties which could cause our actual results to differ materially from those anticipated in these forward-looking statements, including, but not limited to, risks and uncertainties discussed under the heading “Cautionary Note Regarding Forward-Looking Statements,” in this report and in Part I. Item 1A. “Risk Factors” and elsewhere in this Form 10-K.

Business Overview

We are the largest overall residential mortgage lender in the U.S., despite originating mortgage loans exclusively through the wholesale channel. With a culture of continuous innovation of technology and enhanced client experience, we lead our market by building upon our proprietary and exclusively licensed technology platforms, superior service and focused partnership with the independent mortgage broker community. We originate primarily conforming and government loans across all 50 states and the District of Columbia. For the last eight years, including the year ended December 31, 2022, we have also been the largest wholesale mortgage lender in the U.S. by closed loan volume, with approximately 38% market share of the wholesale channel for the year ended December 31, 2022 (based on the most recent data released by Inside Mortgage Finance).

Our mortgage origination business derives revenue from originating, processing and underwriting primarily Government-sponsored enterprises ("GSE") conforming mortgage loans, along with FHA, USDA and VA mortgage loans, which are subsequently pooled and sold in the secondary market. During the second quarter of 2021, we began selling pools of originated mortgage loans through private label securitization transactions, although there have been no loan sales through our private label securitization transactions in 2022. The mortgage origination process generally begins with a borrower entering into an IRLC with us that is arranged by an independent mortgage advisor, pursuant to which we have committed to enter into a mortgage at specified interest rates and terms within a specified period of time with a borrower who has applied for a loan and met certain credit and underwriting criteria. As we have committed to providing a mortgage loan at a specific interest rate, we hedge that risk by selling forward-settling mortgage-backed securities and FLSCs in the To Be Announced ("TBA") market. When the mortgage loan is closed, we fund the loan with approximately 2-3%, on average, of our own funds and the remainder with funds drawn under one of our warehouse facilities (except when we opt to "self-warehouse" in which case we use our cash to fund the entire loan). As of December 31, 2022, the self-warehouse amount was $181.3 million, and our daily average self-warehouse balances were $185.1 million and $184.1 million for the years ended December 31, 2022 and 2021, respectively. At that point, the mortgage loan is legally owned by our warehouse facility lender and is subject to our repurchase right (other than when we self-warehouse). When we have identified a pool of mortgage loans to sell to the agencies, non-governmental entities, or through our private label securitization transactions, we repurchase loans not already owned by us from our warehouse lender and sell the pool of mortgage loans into the secondary market, but in most instances retain the mortgage servicing rights, or MSRs, associated with those loans. We retain MSRs for a period of time depending on business and liquidity considerations. When we sell MSRs, we typically sell them in the bulk MSR secondary market.

Our unique model, focusing exclusively on the wholesale channel, results in what we believe to be complete alignment with our clients and superior customer service arising from our investments in people and technology that has driven demand for our services from our clients.

New Accounting Pronouncements Not Yet Effective

See Note 1 – Organization, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements for details of recently issued accounting pronouncements and their expected impact on the Company's consolidated financial statements.

Components of Revenue

We generate revenue from the following three components of the loan origination business: (i) loan production income, (ii) loan servicing income, and (iii) interest income.

Loan production income. Loan production income includes all components related to the origination and sale of mortgage loans, including:
46

•    primary gain, which represents the premium we may receive 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;
•    loan origination fees we charge to originate a loan, which generally represent flat, per-loan fee amounts;
•    provision for representation and warranty obligations, which represent the reserves initially established for our 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;
•    the change in fair value of IRLCs, FLSCs 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
•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 our clients, Independent Mortgage Brokers, is included in the cost of the loans we originate, and therefore netted within loan production income.

Loan servicing income. Loan servicing income consists of the contractual fees earned for servicing the loans and includes ancillary revenue such as late fees and modification incentives. Loan servicing income is recorded upon collection of payments from borrowers.

Interest income. Interest income represents interest earned on mortgage loans at fair value.

Components of Operating Expenses

Our operating expenses include salaries, commissions and benefits, direct loan production costs, marketing, travel and entertainment, depreciation and amortization, servicing costs, general and administrative (including professional services, occupancy and equipment), interest expense, and other expense/(income) (primarily related to the increase or decrease, respectively, in the fair value of the liability for the Public and Private Warrants, the increase or decrease, respectively, in the Tax Receivable Agreement liability, and the decrease or increase, respectively, in the fair value of retained investment securities).

Years Ended December 31, 2022, 2021 and 2020 Summary

For the year ended December 31, 2022, we originated $127.3 billion in residential mortgage loans, which was a decrease of $99.2 billion, or 44%, from the year ended December 31, 2021. We generated $931.9 million of net income during the year ended December 31, 2022, which was a decrease of $636.5 million, or 40.6%, compared to net income of $1.57 billion for the year ended December 31, 2021. Adjusted EBITDA for the year ended December 31, 2022 was $282.4 million as compared to $1.42 billion for the year ended December 31, 2021. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.

For the year ended December 31, 2021, we originated $226.5 billion in residential mortgage loans, which was an increase of $44.0 billion, or 24%, from the year ended December 31, 2020. We generated $1.57 billion of net income during the year ended December 31, 2021, which was a decrease of $1.81 billion, or 53.6%, compared to net income of $3.38 billion for the year ended December 31, 2020. Adjusted EBITDA for the year ended December 31, 2021 was $1.42 billion as compared to $3.45 billion for the year ended December 31, 2020. Refer to the "Non-GAAP Financial Measures" section below for a detailed discussion of how we define and calculate Adjusted EBITDA.

Non-GAAP Financial Measures

To provide investors with information in addition to our results as determined by U.S. GAAP, we disclose Adjusted EBITDA as a non-GAAP measure, which our management believes provides useful information on our performance to investors. This measure is not a measurement of our financial performance under U.S. GAAP, and it may not be comparable to a similarly titled measure reported by other companies. Adjusted EBITDA has limitations as an analytical tool, and it should not
47

be considered in isolation or as an alternative to revenue, net income or any other performance measures derived in accordance with U.S. GAAP or as an alternative to cash flows from operating activities as a measure of our liquidity.

We define Adjusted EBITDA as earnings before interest expense on non-funding debt, provision for income taxes, depreciation and amortization, stock-based compensation expense, the change in fair value of MSRs due to valuation inputs or assumptions (for periods subsequent to the election of the fair value method accounting for MSRs - see Note 1 to the
consolidated financial statements), and the impairment or recovery of MSRs (for periods prior to the election of the fair value
method of accounting for MSRs), the impact of non-cash deferred compensation expense, the change in fair value of the Public and Private Warrants, the change in the Tax Receivable Agreement liability, and the change in fair value of retained investment securities. We exclude the change in the Tax Receivable Agreement liability, the change in fair value of the Public and Private Warrants, the change in fair value of retained investment securities, and the change in fair value of MSRs due to valuation inputs or assumptions, or impairment or recovery of MSRs prior to the election of the fair value method of accounting for
MSRs, as these represent non-cash, non-realized adjustments to our earnings, which is not indicative of our performance or results of operations. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of interest expense, as these expenses are a direct operating expense driven by loan origination volume. By contrast, interest expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Non-funding debt includes the Company's senior notes, lines of credit, borrowings against investment securities, equipment notes payable, and finance leases.

We use Adjusted EBITDA to evaluate our operating performance, and it is one of the measures used by our management for planning and forecasting future periods. We believe the presentation of Adjusted EBITDA is relevant and useful for investors because it allows investors to view results in a manner similar to the method used by our management and may make it easier to compare our results with other companies that have different financing and capital structures.

The following table presents a reconciliation of net income, the most directly comparable U.S. GAAP financial measure, to Adjusted EBITDA:
For the year ended December 31,
($ in thousands)202220212020
Net income$931,858 $1,568,400 $3,382,510 
Interest expense on non-funding debt132,647 86,086 28,062 
Provision for income taxes2,811 9,841 2,450 
Depreciation and amortization45,235 35,098 16,820 
Stock-based compensation expense7,545 6,467 — 
Change in fair value of MSRs due to valuation inputs or assumptions (1)
(868,803)(286,348)— 
(Recovery)/Impairment of MSRs (2)
— — 19,584 
Deferred compensation, net(3)
7,370 21,900 4,665 
Change in fair value of Public and Private Warrants (4)
(7,683)(36,105)— 
Change in Tax Receivable Agreement liability (5)
3,200 11,937 — 
Change in fair value of investment securities (6)
28,222 1,061 — 
Adjusted EBITDA$282,402 $1,418,337 $3,454,091 
 
(1)Reflects the change ((increase)/decrease) in fair value of MSRs due to changes in valuation inputs or assumptions, including discount rates and prepayment speed assumptions, primarily due to changes in market interest rates. Refer to Note 5 - Mortgage Servicing Rights to the consolidated financial statements.
(2)Reflects temporary impairments recorded as a valuation allowance against the value of MSRs, and corresponding
subsequent recoveries.
(3)Reflects management incentive bonuses under our long-term incentive plan that are accrued when earned, net of cash payments.
(4)Reflects the change (increase/(decrease)) in the fair value of the Public and Private Warrants.
(5)Reflects the change (increase/(decrease)) in the Tax Receivable Agreement liability. Refer to Note 1 - Organization, Basis of Presentation and Summary of Significant Accounting Policies to the consolidated financial statements for additional information related to the Tax Receivable Agreement.
(6)Reflects the change (decrease/(increase)) in the fair value of the retained investment securities.

48

Results of Operations for the Years Ended December 31, 2022, 2021 and 2020
For the year ended December 31,
($ in thousands)202220212020
Revenue
Loan production income$981,988 $2,585,807 $4,551,415 
Loan servicing income792,072 638,738 288,304 
Change in fair value of mortgage servicing rights284,104 (587,813)— 
Gain on sale of mortgage servicing rights— 1,791 (62,285)
Interest income314,462 331,770 161,160 
Total revenue, net2,372,626 2,970,293 4,938,594 
Expenses
Salaries, commissions and benefits552,886 697,680 552,143 
Direct loan production costs90,369 72,952 54,459 
Marketing, travel, and entertainment74,168 62,472 20,367 
Depreciation and amortization45,235 35,098 16,820 
General and administrative179,549 133,334 98,856 
Servicing costs166,024 108,967 70,835 
Amortization, impairment and pay-offs of mortgage servicing rights— — 573,118 
Interest expense305,987 304,656 167,036 
Other expense/(income)23,739 (23,107)— 
Total expenses1,437,957 1,392,052 1,553,634 
Earnings before income taxes934,669 1,578,241 3,384,960 
Provision for income taxes2,811 9,841 2,450 
Net income931,858 1,568,400 3,382,510 
Net income attributable to non-controlling interest890,143 1,469,955 N/A
Net income attributable to UWM Holdings Corporation$41,715 $98,445 N/A






























49

Loan production income

The table below provides details of the composition of our loan production for each of the periods presented:
Loan Production Data:For the year ended December 31,
($ in thousands)202220212020
Loan origination volume by type
Purchase:
Conventional$62,274,030 $63,026,794 $33,717,939 
Government23,773,422 14,833,808 8,619,874 
Jumbo and other4,782,879 9,395,143 583,299 
Total purchase$90,830,331 $87,255,745 $42,921,112 
Refinance:
Conventional$27,059,252 $120,152,065 $119,807,647 
Government7,834,636 12,034,583 18,921,473 
Jumbo and other1,561,242 7,061,299 897,409 
Total refinance36,455,130 139,247,947 139,626,529 
Total loan origination volume$127,285,461 $226,503,692 $182,547,641 
Portfolio metrics
Average loan amount$365 $346 $325 
Weighted average loan-to-value ratio79.67 %71.68 %71.01 %
Weighted average credit score738 750 758 
Weighted average note rate4.82 %2.90 %3.01 %
Percentage of loans sold
To GSEs94 %90 %99 %
To other counterparties6 %10 %1 %
Servicing-retained97 %99 %100 %
Servicing-released3 %1 %— %
The components of loan production income for the periods presented were as follows:
For the year ended December 31,Change
Change
%
($ in thousands)20222021
Primary gain (loss)$(1,479,762)$(244,134)$(1,235,628)506.1 %
Loan origination fees278,594 477,759 (199,165)(41.7)%
Provision for representation and warranty obligations(30,416)(45,301)14,885 (32.9)%
Capitalization of MSRs2,213,572 2,397,483 (183,911)(7.7)%
Loan production income$981,988 $2,585,807 $(1,603,819)(62.0)%
Gain margin(1)
0.77 %1.14 %(0.37)%
For the year ended December 31,Change
Change
%
($ in thousands)20212020
Primary gain (loss)$(244,134)$2,291,731 $(2,535,865)(110.7)%
Loan origination fees477,759 399,996 77,763 19.4 %
Provision for representation and warranty obligations(45,301)(36,510)(8,791)24.1 %
Capitalization of MSRs2,397,483 1,896,198 501,285 26.4 %
Loan production income$2,585,807 $4,551,415 $(1,965,608)(43.2)%
Gain margin(1)
1.14 %2.49 %(1.35)%
(1) Represents total loan production income divided by total loan origination volume for the applicable period.

Loan production income was $982.0 million for the year ended December 31, 2022, a decrease of $1.60 billion, or 62.0%, as compared to $2.59 billion for the year ended December 31, 2021. The decrease in loan production income was
50

primarily driven by a decrease in loan production volume, along with a decrease of 37 basis points in gain margin, from 114 basis points for the year ended December 31, 2021 to 77 basis points for the same period in 2022. Loan production volume declined $99.2 billion, or 44%, from $226.5 billion to $127.3 billion during the year ended December 31, 2022, as compared to the same period in 2021, primarily due to lower refinance volume as a result of the higher primary mortgage interest rate environment during 2022, partially offset by an increase in purchase volume despite the higher interest rate environment and an overall decline in purchase volume for the industry. The decrease in gain margin from the prior year period was primarily due to an increase in primary loss due to the increasing interest rate and the competitive mortgage pricing environments in 2022, impacted by a pricing initiative launched by UWM in the second half of 2022 aimed at long-term growth of the wholesale channel and our market share. Management believes that the pricing initiative has been successful, as evidenced by the Company becoming the largest residential mortgage lender in the country for the second half of 2022 and the increased market share of the wholesale channel.

Loan production income was $2.59 billion for the year ended December 31, 2021, a decrease of $1.97 billion, or 43.2%, as compared to $4.55 billion for the year ended December 31, 2020. The decrease in loan production income was primarily driven by a decrease of 135 basis points in gain margin, from 249 basis points during the year ended December 31, 2020 to 114 basis points for the same period in 2021. The decrease in gain margin was due to a decline in the primary/secondary mortgage interest rate spread, driven by a rising interest rate environment in 2021 as well as increased marketplace competition. The effects of the decrease in gain margin were partially offset by an increase of $44.0 billion, or 24%, in loan production volume (from $182.5 billion to $226.5 billion) during the year ended December 31, 2021, as compared to the same period in 2020.

Loan servicing income and Servicing costs
The table below summarizes loan servicing income and costs for each of the periods presented (servicing costs include amounts paid to sub-servicers and other direct costs of servicing, but exclude the costs of team members that oversee UWM's servicing operations):
For the year ended December 31,Change
$		Change
%
($ in thousands)20222021
Contractual servicing fees$781,109 $632,276 $148,833 23.5 %
Late, ancillary and other fees10,963 6,462 4,501 69.7 %
Loan servicing income$792,072 $638,738 $153,334 24.0 %
Servicing costs166,024 108,967 57,057 52.4 %
For the year ended December 31,Change
$		Change
%
($ in thousands)20212020
Contractual servicing fees$632,276 $284,257 $348,019 122.4 %
Late, ancillary and other fees6,462 4,047 2,415 59.7 %
Loan servicing income$638,738 $288,304 $350,434 121.6 %
Servicing costs108,967 70,835 38,132 53.8 %

For the year ended December 31,
($ in thousands)202220212020
Average UPB of loans serviced$309,141,653 $256,130,021 $121,467,440 
Average number of loans serviced961,140 821,406 387,791 

Loan servicing income was $792.1 million for the year ended December 31, 2022, an increase of $153.3 million, or 24.0%, as compared to $638.7 million for the year ended December 31, 2021. The increase in loan servicing income during the year ended December 31, 2022 was primarily driven by the increased average servicing portfolio.

Servicing costs increased $57.1 million for the year ended December 31, 2022 from the year ended December 31, 2021 as a result of the increase in the average servicing portfolio and Ginnie Mae loan loss mitigation expenses in 2022.

Loan servicing income was $638.7 million for the year ended December 31, 2021, an increase of $350.4 million, or 121.6%, as compared to $288.3 million for the year ended December 31, 2020. The increase in loan servicing income during
51

the year ended December 31, 2021 was driven by the growing servicing portfolio as a result of the additional origination volume, offset slightly by one bulk sale of MSRs in 2021 (total UPB of $22.7 billion).

Servicing costs increased $38.1 million during the year ended December 31, 2021 as compared to the same period in prior year due to the increase in the servicing portfolio, partially offset by gains in 2021 from the repurchase, modification and re-delivery of Ginnie Mae loans eligible for repurchase.

For the periods presented below, our loan servicing portfolio consisted of the following:
($ in thousands)December 31,
2022		December 31,
2021
UPB of loans serviced312,454,025319,807,457
Number of loans serviced967,0501,017,027
MSR portfolio delinquency count (60+ days) as % of total0.85 %0.81 %
Weighted average note rate3.64 %2.94 %
Weighted average service fee0.2862 %0.2624 %

Change in Fair Value of Mortgage Servicing Rights

The change in fair value of MSRs was a net increase of $284.1 million for the year ended December 31, 2022 as compared with a net decrease of $587.8 million for the year ended December 31, 2021. The change in fair value for the year ended December 31, 2022 was primarily attributable to an increase in fair value of approximately $868.8 million due to changes in valuation inputs/assumptions, mainly as a result of higher interest rates, partially offset by a decline in fair value of approximately $556.9 million due to realization of cash flows and decay (including loans paid in full) and approximately $27.8 million of net reserves and transaction costs for bulk MSR sales. The net decrease in fair value for the year ended December 31, 2021 of approximately $587.8 million was attributable to declines of approximately $859.3 million due to realization of cash flows and decay (including loans paid in full) and approximately $14.9 million of net reserves and transaction costs for bulk MSR sales, offset by an increase of approximately $286.3 million resulting from changes in valuation inputs/assumptions, such as changes in interest rates.
Interest income and Interest expense
For the periods presented below, interest income and the components of and total interest expense were as follows:
($ in thousands)December 31,
2022		December 31,
2021		December 31,
2020
Interest income$314,462$331,770 $161,160 
Less: Interest expense on funding facilities173,340 218,570 138,974 
Net interest income$141,122 $113,200 $22,186 
Interest expense on non-funding debt $132,647$86,086 $28,062 
Total interest expense305,987 304,656 167,036 

Net interest income (interest income less interest expense on funding facilities) was $141.1 million for the year December 31, 2022, an increase of $27.9 million, or 25%, as compared to $113.2 million for the year ended December 31, 2021. This increase was primarily driven by a decrease in interest expense on funding facilities, due to lower average warehouse borrowing balances (due to lower production volume in 2022) and higher escrow credits provided by warehouse lenders, offset by higher interest rates on warehouse facilities (all of which are based on variable interest rate benchmarks plus a spread). Interest income decreased by a lesser amount due to decreases in the average balances of mortgage loans at fair value (due to lower production volume in 2022), offset by higher average note rates on loans at fair value.

Interest expense on non-funding debt was $132.6 million for the year December 31, 2022, an increase from $86.1 million for the year ended December 31, 2021, due to additional interest in 2022 on the $700.0 million of 2029 Senior Notes issued in April 2021, and the $500.0 million of 2027 Senior Notes issued in November 2021, as well as interest on borrowings on the the MSR Facility established at the end of the third quarter of 2022.

Net interest income was $113.2 million for the year ended December 31, 2021, an increase of $91.0 million as compared to $22.2 million for the year ended December 31, 2020. This increase was primarily driven by increased interest
52

income due to increased loan production and longer loan hold times for certain loans during the fourth quarter, which increased our average balances of loans at fair value, partially offset by a slight decline in average loan interest rates. This was partially offset by higher interest expense on warehouse facilities resulting from increased loan production and longer loan hold times during 2021.

Interest expense on non-funding debt was $86.1 million for the year December 31, 2021, an increase from $28.1 million for the year ended December 31, 2020. The increase was primarily due to additional interest in 2021 on the $800.0 million of 2025 Senior Notes issued in November of 2020, $700.0 million of 2029 Senior Notes issued in April 2021, and $500.0 million of 2027 Senior Notes issued in November 2021, offset slightly by lower interest on the operating lines of credit which were paid off and terminated in early 2021.

Other expenses

Other expenses (excluding servicing costs and interest expense, explained above) for the periods presented were as follows:
For the year ended December 31,Change
$		Change
%
20222021
Salaries, commissions and benefits$552,886 $697,680 $(144,794)(20.8)%
Direct loan production costs90,369 72,952 17,417 23.9 %
Marketing, travel, and entertainment74,168 62,472 11,696 18.7 %
Depreciation and amortization45,235 35,098 10,137 28.9 %
General and administrative179,549 133,334 46,215 34.7 %
Other expense/(income)23,739 (23,107)46,846 (202.7)%
Other expenses$965,946 $978,429 $(12,483)(1.3)%
For the year ended December 31,Change
$		Change
%
20212020
Salaries, commissions and benefits$697,680 $552,143 $145,537 26.4 %
Direct loan production costs72,952 54,459 18,493 34.0 %
Marketing, travel, and entertainment62,472 20,367 42,105 206.7 %
Depreciation and amortization35,098 16,820 18,278 108.7 %
General and administrative133,334 98,856 34,478 34.9 %
Amortization, impairment and pay-offs of mortgage servicing rights— 573,118 (573,118)(100.0)%
Other (income)/expense(23,107)— (23,107)— %
Other expenses$978,429 $1,315,763 $(337,334)(25.6)%

Other expenses were $965.9 million for the year ended December 31, 2022, a decrease of $12.5 million, or 1.3%, as compared to $978.4 million for the year ended December 31, 2021. The decrease in other expenses was primarily due to a decrease in salaries, commissions and benefits of $144.8 million, or 20.8%, due to decreases in incentive compensation (primarily bonuses and commissions) attributable to decreased loan production and a decrease in the average number of team members. The decrease salaries, commissions and benefits was partially offset by an increase in other expense of $46.8 million, primarily due to decline in fair value of retained investment securities and a smaller decline in the fair value of the Public and Private Warrants. Additionally, general and administrative expenses increased $46.2 million, primarily as a result of a reduction of a contingency reserve which was recorded in the year ended December 31, 2021, and an increase in the representations and warranties reserve recorded in the year ended December 31, 2022 resulting from changes in estimates. Direct loan production costs increased $17.4 million primarily due to a change in presentation whereby certain loan origination fees are being presented on a gross basis (within loan production income and direct loan production costs) beginning in the fourth quarter of 2021, offset by a decrease in production volume. Marketing, travel and entertainment expenses increased $11.7 million due to increased broker promotions, advertising and brand marketing costs.

Other expenses were $978.4 million for the year ended December 31, 2021, a decrease of $337.3 million, or 25.6%, as compared to $1.32 billion for the year ended December 31, 2020. Effective January 1, 2021, we made an election to account for all classes of MSRs using the fair value method. Under this new accounting policy for MSRs, the change in fair value of MSRs is reported as part of total revenue, net, and MSRs are no longer amortized and subject to periodic impairment testing. Therefore, there is no similar amount recorded for the amortization, impairment and pay-offs of MSRs for the year ended
53

December 31, 2021, as compared to amortization, impairment and pay-offs of MSRs of $573.1 million for the year ended December 31, 2020.

Excluding the $573.1 million of amortization, impairment and pay-offs of MSRs in 2020, total other expenses increased by $235.8 million for the year ended December 31, 2021 compared to the year ended December 31, 2020. The increase was primarily due to an increase in salaries, commissions and benefits of $145.5 million, or 26.4%, for the year ended December 31, 2021 as compared to the prior year, primarily due to an increase in the average number of team members to support our growth and increased loan production in 2021. Marketing, travel and entertainment increased $42.1 million during the year ended December 31, 2021 as compared to the same period in the prior year, which was primarily attributable to increased advertising costs and brand marketing. In addition, the Company recorded $23.1 million of other income for the year ended December 31, 2021 which represents a $36.1 million decrease in the fair value of the liability for the Public and Private Warrants from the closing date of the business combination transaction through December 31, 2021, partially offset by an increase of $11.9 million in the Tax Receivable Agreement liability resulting from sales of MSRs and the valuation of certain intangible assets for tax purposes in connection with the business combination transaction, and a $1.1 million decrease in the fair value of the retained investment securities.

Income Taxes

We recorded a $2.8 million provision for income taxes during the year ended December 31, 2022, compared to a provision for income taxes of $9.8 million for the year ended December 31, 2021 and $2.5 million for the year ended December 31, 2020. The decrease in income tax provision for the year ended December 31, 2022, as compared to the same period in 2021, was primarily due to the decrease in pre-tax income attributable to the Company. The increase in the provision for income taxes for the year ended December 31, 2021, as compared to the same period in 2020, was primarily due to the change in the Company's tax status upon completion of the business combination transaction. The variations between the Company’s effective tax rate and the U.S. statutory rate in 2022 and 2021 are primarily due to the portion (approximately 94%) of the Company’s earnings attributable to non-controlling interests, and the fact that the Company's interest in Holdings LLC was acquired as part of the business combination transaction on January 21, 2021. The effective tax rate calculation for 2021 includes income only from January 21, 2021 to December 31, 2021, which represents the period in which the Company had an ownership interest in Holdings LLC.

Net income

Net income was $931.9 million for the year ended December 31, 2022, a decrease of $636.5 million or 40.6%, as compared to $1.57 billion for the year ended December 31, 2021. The decrease in net income was primarily the result of a decrease in total revenue, net of $597.7 million, and an increase in total expenses (including income taxes) of $38.9 million, as further described above.

Net income was $1.57 billion for the year ended December 31, 2021, a decrease of $1.81 billion or 53.6%, as compared to $3.38 billion for the year ended December 31, 2020. The decrease was primarily the result of the decrease in total revenue, net of $1.97 billion, partially offset by a decrease in total expenses of $161.6 million, as further described above.

Net income attributable to the Company of $41.7 million for the year ended December 31, 2022 reflects the net income of UWM attributable to the Company due to its approximate 6% ownership interest in Holdings LLC for this period. Net income attributable to the Company of $98.4 million for the year ended December 31, 2021 reflects the net income of UWM attributable to the Company due to its approximate 6% ownership interest in Holdings LLC for the period from January 21, 2021 through December 31, 2021.

Liquidity and Capital Resources

Overview

Historically, our primary sources of liquidity have included:
•borrowings including under our warehouse facilities and other financing facilities;
•cash flow from operations and investing activities, including:
◦sale or securitization of loans into the secondary market;
◦loan origination fees;
54

◦servicing fee income;
◦interest income on mortgage loans; and
◦sale of MSRs.

Historically, our primary uses of funds have included:
•origination of loans;
•retention of MSRs from our loan sales;
•payment of interest expense;
•payment of operating expenses; and
•dividends on, and repurchases of, our Class A common stock and distributions to SFS Corp.

We are also subject to contingencies which may have a significant impact on the use of our cash.

To originate and aggregate loans for sale or securitization into the secondary market, we use our own working capital and borrow or obtain funding on a short-term basis primarily through uncommitted and committed warehouse facilities that we have established with large global banks, regional or specialized banks and certain agencies.

We continually evaluate our capital structure and capital resources to optimize our leverage and profitability and take advantage of market opportunities. As part of such evaluation, we regularly review our levels of indebtedness and available equity, our strategic investments, including technology and growth of the wholesale channel, the availability or desirability of growth through the acquisition of other companies or other mortgage portfolios, the repurchase or redemption of our outstanding indebtedness, or repurchases of our common stock or common stock derivatives.

Recent Developments

In accordance with the National Housing Act (NHA), as amended by the Housing and Economic Recovery Act of 2008, the FHA and FHFA are required to annually set single family forward mortgage loan limits based on median house prices. To allow our Independent Mortgage Brokers to provide borrowers with higher loan amounts with better pricing, in anticipation of the increase for 2023, we raised the loan limits on conforming loans that we originate to $715,000 effective September 7, 2022. We adopted a similar strategy in 2021 with respect to the increased loan limits for 2022. As a result of our early adoption of the higher loan size limits, we held conforming loans originated with principal balances between $625,000 (the 2022 cap) and $715,000 through January 2023 when these loans were sold to the GSEs. As a result of this strategy, our outstanding loan balances and the amounts outstanding under our warehouse lines materially increased through the fourth quarter of 2022 (as they did in the fourth quarter of 2021). However, these balances and amounts returned to more normalized levels when the loans accumulated during the fourth quarters of 2022 and 2021 were sold to the GSEs in early 2023 and 2022, respectively.

Loan Funding Facilities

Warehouse facilities

Our warehouse facilities, which are our primary loan funding facilities used to fund the origination of our mortgage loans, are primarily in the form of master repurchase agreements. Loans financed under these facilities are generally financed, on average, at approximately 97% to 98% of the principal balance of the loan, which requires us to fund the remaining 2-3% of the unpaid principal balance from cash generated from our operations. Once closed, the underlying residential mortgage loan is pledged as collateral for the borrowing or advance that was made under these loan funding facilities. In most cases, the loans we originate will remain in one of our warehouse facilities for less than one month, until the loans are pooled and sold. During the time we hold the loans pending sale, we earn interest income from the borrower on the underlying mortgage loan note. This income is partially offset by the interest and fees we have to pay under the warehouse facilities. Interest rates under the warehouse facilities are typically based on a reference interest rate benchmark plus a spread. As of December 31, 2022, eleven of our warehouse facility agreements had been amended to change the reference interest rate from LIBOR to variants of SOFR or other alternative index. We expect the remaining warehouse facilities to transition from LIBOR to a different reference interest rate at some point in 2023 due to the pending discontinuation of LIBOR.

When we sell or securitize a pool of loans, the proceeds we receive from the sale or securitization of the loans are used to pay back the amounts we owe on the warehouse facilities. The remaining funds received then become available to be re-
55

advanced to originate additional loans. We are dependent on the cash generated from the sale or securitization of loans to fund future loans and repay borrowings under our warehouse facilities. Delays or failures to sell or securitize loans in the secondary market could have an adverse effect on our liquidity position.

From a cash flow perspective, the vast majority of cash received from mortgage originations occurs at the point the loans are sold or securitized into the secondary market. The vast majority of servicing fee income relates to the retained servicing fee on the loans, where cash is received monthly over the life of the loan and is typically a product of the borrowers’ current unpaid principal balance multiplied by the weighted average service fee. For a given mortgage loan, servicing revenue from the retained servicing fee declines over time as the principal balance of the loan is reduced.

The amount of financing advanced to us under our warehouse facilities, as determined by agreed upon advance rates, may be less than the stated advance rate depending, in part, on the fair value of the mortgage loans securing the financings and premium we pay the broker. Each of our warehouse facilities allows the bank extending the advances to evaluate regularly the market value of the underlying loans that are serving as collateral. If a bank determines that the value of the collateral has decreased, the bank can require us to provide additional collateral (e.g., initiate a margin call) or reduce the amount outstanding with respect to the corresponding loan. Our inability to satisfy the request could result in the termination of the facility and, depending on the terms of our agreements, possibly result in a default being declared under our other warehouse facilities.

Warehouse lenders generally conduct daily evaluations of the adequacy of the underlying collateral for the warehouse loans based on the fair value of the mortgage loans. As the loans are generally financed at 97% to 98% of principal balance and our loans are typically outstanding on warehouse lines for short periods (e.g., less than one month), significant increases in market interest rates would be required for us to experience margin calls or requirements to reduce the amount outstanding with respect to the corresponding loan from a majority of our warehouse lenders. Four of our warehouse lines advance based on the fair value of the loans, rather than principal balance. For those lines, we exchange collateral for modest changes in value. As of December 31, 2022, there were no outstanding exchanges of collateral.

The amount owed and outstanding on our warehouse facilities fluctuates based on our origination volume, the amount of time it takes us to sell the loans we originate, our cash on hand, and our ability to obtain additional financing. From time to time, we will increase or decrease the size of the lines to reflect anticipated increases or decreases in volume, strategies regarding the timing of sales of mortgages to the GSEs or secondary markets and costs associated with not utilizing the lines. We reserve the right to arrange for the early payment of outstanding loans and advances from time to time. As we accumulate loans, a significant portion of our total warehouse facilities may be utilized to fund loans.

The table below reflects the current line amounts of our principal warehouse facilities and the amounts advanced against those lines as of December 31, 2022:
56

 
57

Facility TypeCollateral
Line Amount as of December 31, 20221
Date of Initial Agreement With Warehouse LenderCurrent Agreement Expiration Date
Total Advanced Against Line as of December 31, 2022 (in thousands)
MRA Funding:
Master Repurchase AgreementMortgage Loans
$400 Million2
8/21/20121/18/2023$188,607 
Master Repurchase AgreementMortgage Loans
$500 Million3
3/7/20193/22/2023236,462 
Master Repurchase AgreementMortgage Loans$500 Million4/23/20214/23/2023185,502 
Master Repurchase AgreementMortgage Loans$150 Million2/29/20125/23/2023142,570 
Master Repurchase AgreementMortgage Loans
$3.0 Billion
5/9/20197/28/20232,239,591 
Master Repurchase AgreementMortgage Loans$700 Million7/24/20208/30/2023642,544 
Master Repurchase AgreementMortgage Loans$200 Million3/30/20189/6/2023170,478 
Master Repurchase AgreementMortgage Loans$200 Million10/30/20209/26/202397,216 
Master Repurchase AgreementMortgage Loans$300 Million8/19/201611/8/2023235,804 
Master Repurchase AgreementMortgage Loans$250 Million2/26/201612/21/2023193,023 
Master Repurchase AgreementMortgage Loans$1.0 Billion7/10/20121/8/2024521,440 
Master Repurchase AgreementMortgage Loans
$2.5 Billion3
12/31/20142/21/20241,588,787 
Early Funding:
Master Repurchase AgreementMortgage Loans$600 Million (ASAP+ - see below)No expiration— 
Master Repurchase AgreementMortgage Loans$750 Million (EF - see below)No expiration1,968 
$6,443,992 
1 An aggregate of $401.0 million of these line amounts is committed as of December 31, 2022.
2 This warehouse line of credit agreement expired pursuant to its terms subsequent to December 31, 2022.
3 Represents the current agreement expiration date pursuant to an amendment entered into subsequent to December 31, 2022.
Early Funding Programs

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 the lender has 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, 2022, no amount was outstanding through the ASAP+ program and $2.0 million was outstanding under the EF program.

Covenants

Our warehouse facilities generally require us to comply with certain operating and financial covenants and the availability of funds under these facilities is subject to, among other conditions, our continued compliance with these covenants. These financial covenants include, but are not limited to, maintaining (i) a certain minimum tangible net worth, (ii) minimum liquidity, (iii) a maximum ratio of total liabilities or total debt to tangible net worth, and (iv) pre-tax net income requirements. A breach of these covenants can result in an event of default under these facilities and as such would allow the lenders to pursue certain remedies. In addition, each of these facilities, as well as our unsecured lines of credit, includes cross default or cross acceleration provisions that could result in all facilities terminating if an event of default or acceleration of maturity occurs under any facility. We were in compliance with all covenants under these facilities as of December 31, 2022.

Other Financing Facilities

Senior Notes

On November 3, 2020, our 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 May 15, 2021. We used approximately $500.0 million of the net proceeds from the offering of 2025 Senior Notes for general corporate purposes to fund future growth and distributed the remainder to SFS Corp. for tax distributions.

58

On or after November 15, 2022, we may, at our 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 100.000%, of the principal amount of the 2025 Senior Notes to be redeemed on the redemption date plus accrued and unpaid interest.

On April 7, 2021, our 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, beginning on October 15, 2021. We used a portion of the proceeds from the issuance of the 2029 Senior Notes to pay off and terminate the $400.0 million line of credit, effective April 20, 2021, and the remainder for general corporate purposes.

On or after April 15, 2024, we may, at our 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 100.000%, 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, we may, at our 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, we may, at our 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.

On November 22, 2021, our 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, beginning on June 15, 2022. We used the proceeds from the issuance of the 2027 Senior Notes for general corporate purposes.

On or after June 15, 2024, we may, at our 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, we may, at our 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, we may, at our 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 Senior Notes, the 2029 Senior Notes, and the 2027 Senior Notes contain certain operating covenants and restrictions, subject to a number of exceptions and qualifications, including restrictions on our ability to (1) incur additional non-funding indebtedness unless either (y) the Fixed Charge Coverage Ratio (as defined in the applicable indenture) is no less than 3.0 to 1.0 or (z) the Debt-to-Equity Ratio (as defined in the applicable indenture) does not exceed 2.0 to 1.0, (2) merge, consolidate or sell assets, (3) make restricted payments, including distributions, (4) enter into transactions with affiliates, (5) enter into sale and leaseback transactions and (6) incur liens securing indebtedness. We were in compliance with the terms of these indentures as of December 31, 2022.
MSR Facility
On September 30, 2022, the Company's consolidated subsidiary, UWM, entered into a Loan and Security Agreement with Citibank, N.A. ("Citibank"), 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 securitizations 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, and borrowings under the MSR Facility will bear interest based on one-month term SOFR plus an applicable margin. As of December 31, 2022, $750.0 million was outstanding under the MSR Facility.
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 income as defined in the agreement. As of December 31, 2022, the Company was in compliance with all applicable covenants.
On January 30, 2023, UWM, entered into Amendment No. 1 to the Loan and Security Agreement with Citibank, permitting UWM, with the prior consent of Citibank, to enter into Excess Yield Transactions (as defined in the Loan and Security Agreement) whereby Citibank will release its security interest in that portion of the collateral involved with each transaction.
59

Revolving Credit Facility

On August 8, 2022, UWM entered into 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 has an initial maturity date of August 8, 2023. 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, and 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, 2022. No amounts were outstanding under the Revolving Credit Facility as of December 31, 2022.

Borrowings Against Investment Securities

In 2021, the Company's consolidated subsidiary, UWM, began selling some of the mortgage loans that it originates through private label securitization transactions. 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. The Company entered into sale and repurchase agreements for a portion of the retained beneficial interests in the securitization trusts established to facilitate its private label securitization transactions which have been accounted for as borrowings against investment securities. As of December 31, 2022, we had $101.3 million outstanding under individual trades executed pursuant to a master repurchase agreement with a counterparty which is collateralized by the investment securities (beneficial interests in the trusts) that we retained due to regulatory requirements. The borrowings against investment securities have remaining terms ranging from four to eight months as of December 31, 2022, and interest rates based on twelve-month LIBOR or SOFR plus a spread. We intend to renew these sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities.

The counterparty under these sale and repurchase agreements conducts daily evaluations of the adequacy of the underlying collateral based on the fair value of the retained investment securities less specified haircuts. These investment securities are financed on average at approximately 80% of the outstanding principal balance, and exchanges of cash collateral are required if the fair value of the retained investment securities less the haircut is less than the principal balance plus accrued interest on the secured borrowings. As of December 31, 2022, the Company had delivered $5.3 million of collateral to counterparty under these sale and repurchase agreements.

Finance Leases

As of December 31, 2022, our finance lease liabilities were $43.5 million, $27.9 million of which relates to leases with related parties. The Company’s financing lease agreements have remaining terms ranging from approximately three months to thirteen years.

Cash flow data for the year ended December 31, 2022, 2021 and 2020
For the year ended December 31,
($ in thousands)202220212020
Net cash provided by (used in) operating activities$8,268,182 $(9,956,963)$56,412 
Net cash provided by investing activities1,290,346 199,751 231,882 
Net cash (used in) provided by financing activities(9,584,718)9,264,463 802,260 
Net (decrease) increase in cash and cash equivalents$(26,190)$(492,749)$1,090,554 
Cash and cash equivalents at the end of the period704,898 731,088 1,223,837 

Net cash provided by operating activities

Net cash provided by operating activities was $8.27 billion for the year ended December 31, 2022 compared to net cash used in operating activities of $9.96 billion for the same period in 2021. The increase in cash flows from operating
60

activities was primarily driven by the decrease in mortgage loans at fair value as of December 31, 2022, notwithstanding the early roll-out of the increased loan size limits discussed above, offset by a decrease in net income 2022, adjusted for non-cash items, including the capitalization and change in fair value of MSRs.

Net cash used in operating activities was $9.96 billion for the year ended December 31, 2021 compared to net cash provided by operating activities of $56.4 million for the same period in 2020. The decrease in cash flows from operating activities was primarily driven by the early roll-out of the increased loan size limits and the aggregation of loans for private label securitization transactions discussed above which materially increased our mortgage loans at fair value as of December 31, 2021, as well as a decrease in net income in 2021, adjusted for non-cash items, including an increase in the capitalization of MSRs (due to increased loan sale volume).

Net cash provided by investing activities

Net cash provided by investing activities was $1.29 billion for the year ended December 31, 2022 compared to $199.8 million of net cash provided by investing activities for the same period in 2021. The increase in cash flows provided by investing activities was primarily driven by an increase in proceeds from the sales of MSRs.

Net cash provided by investing activities was $199.8 million for the year ended December 31, 2021 compared to $231.9 million of net cash provided by investing activities for the same period in 2020. The decrease in cash flows provided by investing activities was primarily driven by an increase in purchases of premises and equipment, and a decrease in proceeds from the sale of MSRs.

Net cash used in financing activities

Net cash used in financing activities was $9.58 billion for the year ended December 31, 2022 compared to cash provided by financing activities of $9.26 billion for the same period in 2021. The change year over year was primarily driven by net repayments under the warehouse lines of credit for the year ended December 31, 2022, primarily attributable to the decrease in loans at fair value, as compared to net borrowings under the warehouse lines of credit for the year ended December 31, 2021 due to the increase in loans at fair value. Net secured line of credit borrowings were $750.0 million in 2022, compared to net repayments of $320.3 million in 2021, and Class A common stock dividends and distributions to SFS Corp. decreased $711.5 million in 2022 as compared to 2021. The year ended December 31, 2021 also included the impacts of the business combination transaction (net proceeds and higher distributions to SFS Corp.), proceeds from the issuance of the 2029 Senior Notes and the repayment of the secured line of credit.

The early roll-out of increased conforming loan size limits and the aggregation of loans for private label securitization transactions materially increased the warehouse line of credit balances as of December 31, 2021, which were paid down in early January 2022 in connection with the sale of these mortgage loans.

Net cash provided by financing activities was $9.3 billion for the year ended December 31, 2021 compared to cash provided by financing activities of $802.3 million for the same period in 2020. The increase in cash flows provided by financing activities in 2021 was primarily driven by an increase in net borrowings under warehouse lines of credit (due to increased mortgage loans at fair value as a result of increased loan production and the early roll-out of the increase in loan size limits discussed above), additional net proceeds from the issuance of Senior Notes in 2021, proceeds from borrowings against investment securities in 2021, net proceeds from the business combination transaction in 2021, and a decrease in distributions to SFS Corp. in 2021, partially offset by 2021 dividends paid to Class A common stockholders, an increase in net repayments under operating lines of credit, Class A common stock repurchases, and increases in net repayments under equipment notes payable and finance lease liabilities.

Contractual Obligations

Cash requirements from contractual and other obligations

As of December 31, 2022, our material cash requirements from known contractual and other obligations include interest and principal payments under our Senior Notes, principal payments under our borrowings against investment securities, and payments under our financing and operating lease agreements. In addition, in the third quarter of 2022, UWM entered into the MSR Facility, which has a one-year term and provides for up to $1.5 billion of available borrowing capacity secured by certain MSRs, and the Revolving Credit Agreement with SFS Corp., which also has a one-year term and provides for up to $500 million of unsecured borrowing capacity. As of December 31, 2022, $750.0 million was outstanding under the MSR Facility and no amount was outstanding under the Revolving Credit Agreement. Annual cash payments for interest under our
61

Senior Notes total approximately $111.3 million and the Senior Notes are due in 2025 ($800.0 million), 2027 ($500.0 million), and 2029 ($700.0 million). The principal amount of the borrowings against investment securities of $118.8 million is due within one year of December 31, 2022, but we intend to renew the applicable sale and repurchase agreements upon their maturity during the required holding period for the retained investment securities. Our weighted average remaining lease term for operating leases is approximately 13.6 years, and remaining contractual operating leases payments totaled $175.4 million as of December 31, 2022, of which $12.9 million is due in 2023. Our weighted average remaining lease term for financing leases is approximately 8.8 years, and remaining contractual financing lease payments totaled $51.1 million as of December 31, 2022, of which $14.1 million is due in 2023. We do not have material commitments for capital expenditures as of December 31, 2022 given the nature of our business.

We declared dividends of $0.10 per share on its Class A common stock each quarter in 2022. In connection with its decision to declare a dividend on its Class A common stock, our Board of Directors, 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 UWM Holdings Corporation, 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 our Class B common stock or (b) make proportional and simultaneous distributions from Holdings LLC to UWM Holdings Corporation, 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.

During 2022, the Company paid cash dividends of $36.9 million to its Class A common stockholders, representing $0.10 per share of Class A Common Stock declared in the fourth quarter of 2021 and the first three quarters of 2022, and declared a dividend for the fourth quarter of 2022 of $0.10 per share of Class A common stock which was paid on January 6, 2023. In early January 2022, the Board declared and Holdings LLC paid cumulative proportional distributions to SFS Corp. of approximately $300.4 million related to the third and fourth quarter 2021 Class A common stock dividends. Additionally, for each of the first, second and third quarters of 2022, the Board determined to make proportional and simultaneous distributions totaling $450.6 million to SFS Corp., representing $0.10 per Holdings LLC Class B Unit. The proportional distribution to SFS Corp. related to the fourth quarter 2022 Class A common stock dividend of approximately $150.2 million was declared by Holdings LLC, and was paid on January 6, 2023.
The sources of funds needed to satisfy these cash requirements include cash flows from operations and investing activities, including cash flows from sales of MSRs, sale or securitization of loans into the secondary market, loan origination fees, servicing fee income, and interest income on mortgage loans.
Repurchase and indemnification obligations

Loans sold to investors which we believe 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. We establish a reserve which is estimated based on an assessment of our 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 to the consolidated financial statements for further information.

Interest rate lock commitments, loan sale and forward commitments

In the normal course of business, we are party to financial instruments with off-balance sheet risk. These financial instruments include commitments to extend credit to borrowers at either fixed or floating interest rates. IRLCs are binding agreements to lend to a borrower at a specified interest rate within a specified period of time as long as there is no violation of conditions established in the contract. Forward commitments generally have fixed expiration dates or other termination clauses which may require payment of a fee. As many of the commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. In addition, we have contracts to sell mortgage loans into the secondary market at specified future dates (commitments to sell loans), and forward commitments to sell MBS at specified future dates and interest rates. The blended average pullthrough rate was 77% and 86%, as of December 31, 2022 and December 31, 2021, respectively. Management believes that the decrease in pullthrough rates year over year is primarily attributable to market volatility as well as a shift to primarily a purchase mortgage market in 2022 as a result of significant increases in primary mortgage interest rates observed throughout most of the year.

Following is a summary of the notional amounts of commitments as of dates indicated:
 
62

($ in thousands)December 31, 2022December 31, 2021
Interest rate lock commitments—fixed rate (a)$5,350,845 $13,402,401 
Interest rate lock commitments—variable rate (a)8,839 48,566 
Commitments to sell loans608,703 3,130,203 
Forward commitments to sell mortgage-backed securities10,336,172 25,756,975 
(a)Adjusted for pullthrough rates of 77% and 86%, respectively.
As of December 31, 2022, we had sold $1.2 billion of loans to a global insured depository institution and assigned the related trades to deliver the applicable loans into securities for end investors for settlement in January 2023.

Critical Accounting Estimates and Use of Significant Estimates

Preparation of financial statements in accordance with U.S. GAAP requires us 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 financial statements, and the reported amounts of revenues and expenses during the reporting period. We have identified certain accounting estimates as being critical because they require management's judgement to make difficult, subjective or complex judgements about matters that are uncertain. Actual results could differ and the use of other assumptions or estimates could result in material differences in our consolidated financial statements. Our critical accounting policies and estimates are discussed below and primarily relate to the fair value and other estimates.

Mortgage loans held at fair value and revenue recognition

We record mortgage loans at estimated fair value. Mortgage loans at fair value is comprised of loans that are expected to be sold into the secondary market. When we have the unilateral right to repurchase Ginnie Mae pool loans we have previously sold (generally loans that are more than 90 days past due) and the call option results in a more than trivial benefit to us, the previously sold assets are required to be re-recognized on the balance sheet. We record our potential purchase obligation at the gross amount of the loan eligible to be repurchased. The related asset and liability for the Ginnie Mae pool loans eligible for repurchase are presented separately on the consolidated balance sheet.

The 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. Loans at fair value for which there is little to no observable trading activity of similar instruments (e.g., scratch and dent buyers) are valued using dealer price quotations which typically results in purchase price discounts. We also factor our loans’ readiness to be sold to loan outlets and adjust the fair value accordingly.

A majority of the revenues from mortgage loan originations are recognized as a component of "loan production income" in the consolidated statements of operations when the loan is originated, which is the primary revenue recognition event as the loans are recorded at estimated fair value upon origination. Loan production income also includes the unrealized gains and losses associated with the changes in the fair value of mortgage loans at fair value and the realized and unrealized gains and losses from derivative assets and liabilities. Other companies recognize a majority of the revenue related to lending activity when they make an interest rate lock commitment with a borrower.

Mortgage loans at fair value were $7.1 billion at December 31, 2022, compared to $16.9 billion as of December 31, 2021.

Mortgage servicing rights

MSRs represent the fair value assigned to the rights to the contracts that obligate us to service the loans sold in exchange for a servicing fee. At the date the loan is sold with servicing retained, the fair value of the MSR is capitalized and recognized as a component of "loan production income" in the consolidated statements of operations.

For purposes of both initial and subsequent measurement, the fair value of MSRs is determined using a valuation model that calculates the present value of estimated net future servicing fee income. The model includes estimates of prepayment speeds, discount rate, cost to service, float earnings, contractual servicing income, and ancillary income and late fees, among others. Changes in the estimates used to value MSRs could materially change the estimated fair value. Judgement is made when determining these assumptions, however, these estimates are supported by market and economic data collected from various outside sources. The key unobservable inputs used in determining the fair value of our MSRs include the discount rate, prepayment speeds, and the cost of servicing.
63


Changes in economic and other relevant conditions could cause actual results to differ from assumptions used to determine fair value. Markets, specifically buyers of MSRs, may change perspective on assumptions or MSR value entirely which can lead to different values and outcomes. Assumptions emanate from recent market transactions as well as current expectations and vary over time. There are also differences between assumptions used to determine fair value (what a buyer would pay) and what we can achieve in its operations. Prepayment speeds can change quickly and be materially different between buyers. Consequently, prepayment speed assumptions often differ from our estimates. Increases in prepayment speeds generally have an adverse effect on the fair value of MSRs. Discount rates imply a rate of return. Similarly, discount rates are subjective and, in practice, are often imputed to reconcile to current trades. Increases in the discount rate result in a lower MSR value and decreases in the discount rate result in a higher MSR value. The cost to service assumption can vary based upon buyer expectation, bidding strategy, and can depend upon the cost structure of a potential bidder. The higher the servicing cost assumption, the lower the MSR value. If we are unable to achieve the cost assumption, the MSRs' operational economics will lag fair value. Other assumptions used, while not as significant, have similar impacts to fair value of MSRs. Refer to Note 5 - Mortgage Servicing Rights to the consolidated financial statements for additional detail regarding the quantitative impact on the fair value of MSRs as a result of adverse changes in key unobservable inputs.

MSRs were $4.5 billion as of December 31, 2022, compared to $3.3 billion as of December 31, 2021. For the year ended December 31, 2022, we recognized $868.8 million of income due to changes in the fair value of MSRs as a result of changes in valuation inputs and assumptions, primarily as a result of increases in market interest rates, compared to $286.3 million for the same period in the prior year.

Derivative Financial Instruments

Derivatives are recognized as assets or liabilities on the balance sheets and are measured at estimated fair value with changes recorded in the consolidated statements of operations within "loan production income" in the period in which they occur. IRLCs on mortgage loans to be originated or purchased which are intended to be sold are considered derivative financial instruments and are the primary basis of our interest rate or pricing risk. We enter into FLSCs to mitigate risk of IRLCs as well as loans, and to efficiently facilitate sale of loans into the secondary market. IRLCs and FLSCs are free standing derivative financial instruments.

We estimate the value of derivatives based on estimates of the price that would be received to sell an asset or paid to transfer a liability. Each individual contract is the basis for the determination. FLSCs are firm commitments and the value is almost exclusively determined based upon the underlying difference in interest rates between the contract’s terms and current market. Similarly, we value IRLCs based upon the difference between the terms of the individual contract and the current market interest rates. Fair value estimates of IRLCs also take into account the probability that loan commitments may not be expected to be exercised by borrowers (the "pullthrough" rate), which is estimated based on historical experience. We consider the value of net future cash flows related to the associated servicing right of the eventual loan (however, the loan must first be originated, then the loan would need to be sold, with servicing retained or contractually separated, for MSR cash flows to distinctively exist), because if we did not, in most market conditions, IRLCs would result in a somewhat arbitrary loss recognition at inception. For valuation of IRLCs, we prioritize determination of exit price (what a buyer would pay) of the contract in its current form, over future components or elements. This approach results in revenue recognition for relative changes in the fair value of IRLCs during the interest rate lock period (as opposed to the primary revenue recognition event of accepting an interest rate lock), and full revenue recognition when the loan is originated.

IRLCs and loans at fair value expose us to the risk that the price of the existing loans and future loans to be made, which underlie the commitments, might decline in value due to increases in mortgage interest rates. To protect against this risk, we use FLSCs to economically hedge the risk of potential changes in the value of the loans and IRLCs (future loans). We expect that the changes in fair value of the forward commitments will either substantially or partially offset the changes in fair value of the loans and IRLCs.

Derivative assets and liabilities were $82.9 million and $49.7 million, respectively, as of December 31, 2022, as compared to $67.4 million and $36.7 million, respectively, as of December 31, 2021.

Representations and warranties reserve

Loans sold to investors which we believe 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. We establish a reserve which is estimated based on our assessment of our contingent and non-contingent obligations, including the universe of loans which may still be at risk for indemnity, expected
64

frequency, appeal rate success, expected loss severity, expected economic conditions, as well as an estimate for the cost of a market participant’s potential readiness to stand by to perform on such obligations. We also consider our historical repurchase and loss experience when making these estimates. The reserve includes amounts for repurchase demands received but still under review as well as a reserve for the expected future losses on loans sold to investors for which no request for repurchase or indemnification demand has yet been received. The initial estimated provision for these losses is included in "loan production income" in the consolidated statements of operations, with subsequent changes in estimates recorded as part of "general and administrative" expenses.

The maximum exposure under our representations and warranties obligations would be the outstanding principal balance, any premium received on all loans ever sold by us that are not subject to agency certainty clauses, as well as potential costs associated with repurchasing or indemnifying the buyers, less any loans that have already been paid in full by the borrower, loans that have defaulted without a breach of representations and warranties, that have been indemnified via settlement or make whole, or that have been repurchased. The Company repurchased $355.8 million, $133.4 million and $53.1 million in UPB of loans during the years ended December 31, 2022, 2021 and 2020, respectively, related to its representations and warranties obligations.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk

In the normal course of business, we are subject to a variety of risks which can affect our operations and profitability. We broadly define these areas of risk as interest rate, credit and counterparty risk.

Interest rate risk

We are subject to interest rate risk which may impact our origination volume and associated revenue, MSR valuations, IRLCs and mortgage loans at fair value valuations, and the net interest margin derived from our funding facilities. The fair value of MSRs is driven primarily by interest rates, which impact expected prepayments. In periods of rising interest rates, the fair value of the MSRs generally increases as expected prepayments decrease, consequently extending the estimated life of the MSRs resulting in expected increases in cash flows. In a declining interest rate environment, the fair value of MSRs generally decreases as expected prepayments increase consequently truncating the estimated life of the MSRs resulting in expected decreases in cash flows. Because origination volumes tend to increase in declining interest rate environments and decrease in increasing rate environments, we believe that servicing provides a natural hedge to our origination business. We do not specifically hedge MSRs but manage the economic risk through partially offsetting impact of servicing and mortgaging originations.

Our IRLCs and mortgage loans at fair value are exposed to interest rate volatility. During the origination, pooling, and delivery process, this pipeline value rises and falls with changes in interest rates. Because substantially all of our production is deliverable to Fannie Mae, Freddie Mac, and Ginnie Mae, we predominately utilize forward agency or Ginnie Mae To Be Announced ("TBA") securities as our primary hedge instrument. The TBA market is a secondary market where FLSCs or TBAs are sold by lenders seeking to hedge the risk that market interest rates may change and lock in a price for the mortgages they are in the process of originating.

We assess our market risk based on changes in interest rates utilizing a sensitivity analysis. The sensitivity analysis measures the potential impact on fair values based on hypothetical changes (increases and decreases) in interest rates. Our total market risk is influenced by a wide variety of factors including market volatility and the liquidity of the markets. There are certain limitations inherent in the sensitivity analysis presented, including the necessity to conduct the analysis based on a single point in time and the inability to include the complex market reactions that normally would arise from the market shifts modeled. We used December 31, 2022 market rates on our instruments to perform the sensitivity analysis. These sensitivities are hypothetical and presented for illustrative purposes only. Changes in fair value based on variations in assumptions generally cannot be extrapolated to our performance because the relationship of the change in fair value may not be linear nor does it factor ongoing operations. The following table summarizes the estimated change in the fair value of our mortgage loans at fair value, MSRs, IRLCs and FLSCs as of December 31, 2022 given hypothetical instantaneous parallel shifts in the yield curve. Actual results could differ materially.
65

December 31, 2022
($ in thousands)Down 25 bpsUp 25 bps
Increase (decrease) in assets
Mortgage loans at fair value$51,981 $(57,344)
MSRs(88,322)82,026 
IRLCs38,856 (45,731)
Total change in assets$2,515 $(21,049)
Increase (decrease) in liabilities
FLSCs$(97,967)$103,382 
Total change in liabilities$(97,967)$103,382 

Credit risk

We are subject to credit risk, which is the risk of default that results from a borrower’s inability or unwillingness to make contractually required mortgage payments. While our loans are sold into the secondary market without recourse, we do have repurchase and indemnification obligations to investors for breaches under our loan sale agreements. For loans that were repurchased or not sold in the secondary market, we are subject to credit risk to the extent a borrower defaults and the proceeds upon ultimate foreclosure and liquidation of the property are insufficient to cover the amount of the mortgage loan plus expenses incurred. We believe that this risk is mitigated through the implementation of stringent underwriting standards, strong fraud detection tools and technology designed to comply with applicable laws and our standards. In addition, we believe that this risk is mitigated through the quality of our loan portfolio. For the year ended December 31, 2022, our originated loans had a weighted average loan to value ratio of 79.67%, and a weighted average FICO score of 738. For the year ended December 31, 2021, our originated loans had a weighted average loan to value ratio of 71.68%, and a weighted average FICO score of 750. Management believes that the increase in the weighted average loan to value ratio year over year is primarily due to the increase in the percentage of purchase volume to total loan origination volume in 2022.

Counterparty risk

We are subject to risk that arises from our financing facilities and interest rate risk hedging activities. These activities generally involve an exchange of obligations with unaffiliated banks or companies, referred to in such transactions as “counterparties.” If a counterparty were to default, we could potentially be exposed to financial loss if such counterparty were unable to meet its obligations to us. We manage this risk by selecting only counterparties that we believe to be financially strong, spreading the risk among many such counterparties, limiting singular credit exposures on the amount of unsecured credit extended to any single counterparty, and entering into master netting agreements with the counterparties as appropriate.

In accordance with the best practices outlines by The Treasury Market Practices Group, we execute Securities Industry and Financial Markets Association trading agreements with all material trading partners. Each such agreement provides for an exchange of margin money should either party’s exposure exceed a predetermined contractual limit. Such margin requirements limit our overall counterparty exposure. The master netting agreements contain a legal right to offset amounts due to and from the same counterparty. We incurred no losses due to nonperformance by any of our counterparties during the years ended December 31, 2022 or December 31, 2021.

Also, in the case of our financing facilities, we are subject to risk if the counterparty chooses not to renew a borrowing agreement and we are unable to obtain financing to originate mortgage loans. With our financing facilities, we seek to mitigate this risk by ensuring that we have sufficient borrowing capacity with a variety of well-established counterparties to meet our funding needs as well as fostering long-term relationships.

66

Item 8. Financial Statements and Supplementary Data

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

67

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and the Board of Directors of UWM Holdings Corporation

Opinion on the Financial Statements

We have audited the accompanying consolidated balance sheets of UWM Holdings Corporation and subsidiaries (the "Company") as of December 31, 2022 and 2021, the related consolidated statements of operations, changes in equity, and cash flows, for each of the three years in the period ended December 31, 2022, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2022 and 2021, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 2022, in conformity with accounting principles generally accepted in the United States of America.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the Company's internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 1, 2023, expressed an unqualified opinion on the Company's internal control over financial reporting.

Basis for Opinion

These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on the Company's financial statements based on our audits. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Critical Audit Matter

The critical audit matter communicated below is a matter arising from the current-period audit of the financial statements that was communicated or required to be communicated to the audit committee and that (1) relates to accounts or disclosures that are material to the financial statements and (2) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the financial statements, taken as a whole, and we are not, by communicating the critical audit matter below, providing a separate opinion on the critical audit matter or on the accounts or disclosures to which it relates.

Mortgage Servicing Rights — Refer to Notes 1 and 5 to the financial statements

Critical Audit Matter Description

The Company has elected to account for its mortgage servicing rights (“MSRs”) at fair value. Subsequent to initial recognition, the fair value of MSRs is estimated with the assistance of an independent third-party valuation expert 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 rate, cost to service, and other assumptions. The Company’s MSRs balance was $4.453 billion at December 31, 2022.

We identified the valuation of MSRs as a critical audit matter because of (i) the significant judgments made in determining the prepayment speeds and discount rate assumptions (“significant valuation assumptions”) given the limited market observability of these assumptions, and (ii) the high degree of auditor judgment and an increased extent of effort when performing audit procedures to evaluate the appropriateness of these significant valuation assumptions.


68

How the Critical Audit Matter Was Addressed in the Audit

Our audit procedures related to the significant valuation assumptions used by management to estimate the fair value of the Company’s MSRs included the following, among others:

•We tested the design and operating effectiveness of controls over management’s valuation of MSRs including management’s evaluation of the reasonableness of the significant assumptions used in the valuation expert’s model.

•We inquired of the Company’s third-party valuation expert regarding the reasonableness of the significant valuation assumptions and the appropriateness of the valuation model.

•We assessed the reasonableness of the significant valuation assumptions used within the valuation model by comparing the assumptions used by the Company to the assumptions used by other third-party valuation experts as well as comparable entities.

•With the assistance of our fair value specialists, we evaluated the MSRs fair value by comparing it against a fair value range that was independently developed using market data.

•We performed a retrospective review of MSR sales in comparison to the MSR fair value estimates of the Company’s third-party valuation expert.


/s/ Deloitte & Touche LLP

Detroit, Michigan
March 1, 2023

We have served as the Company's auditor since 2020.































69

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


To the shareholders and the Board of Directors of UWM Holdings Corporation

Opinion on Internal Control over Financial Reporting

We have audited the internal control over financial reporting of UWM Holdings Corporation and subsidiaries (the “Company”) as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). In our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2022, based on criteria established in Internal Control — Integrated Framework (2013) issued by COSO.

We have also audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States) (PCAOB), the consolidated balance sheet as of December 31, 2022, and statements of operations, changes in equity, and cash flows, for the year ended December 31, 2022, of the Company and our report dated March 1, 2023, expressed an unqualified opinion on those financial statements.

Basis for Opinion

The Company’s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting, included in the accompanying Management's Report on Internal Control over Financial Reporting. Our responsibility is to express an opinion on the Company’s internal control over financial reporting based on our audit. We are a public accounting firm registered with the PCAOB and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audit in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, testing and evaluating the design and operating effectiveness of internal control based on the assessed risk, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinion.

Definition and Limitations of Internal Control over Financial Reporting

A company’s internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company’s internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company’s assets that could have a material effect on the financial statements.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.



/s/ Deloitte & Touche LLP

Detroit, Michigan
March 1, 2023
70

UWM HOLDINGS CORPORATION
CONSOLIDATED BALANCE SHEETS
(in thousands, except shares and per share amounts)
 December 31,
2022		December 31, 2021
Assets
Cash and cash equivalents$704,898 $731,088 
Mortgage loans at fair value7,134,960 16,909,901 
Derivative assets82,869 67,356 
Investment securities at fair value, pledged 113,290 152,263 
Accounts receivable, net383,147 415,691 
Mortgage servicing rights4,453,261 3,314,952 
Premises and equipment, net152,477 151,687 
Operating lease right-of-use asset, net
(includes $102,322 and $104,595 with related parties)
104,181 104,828 
Finance lease right-of-use asset
(includes $26,867 and $28,619 with related parties)
42,218 57,024 
Loans eligible for repurchase from Ginnie Mae345,490 563,423 
Other assets83,834 60,145 
Total assets$13,600,625 $22,528,358 
Liabilities and equity
Warehouse lines of credit$6,443,992 $15,954,938 
Derivative liabilities49,748 36,741 
Secured line of credit750,000 — 
Borrowings against investment securities101,345 118,786 
Accounts payable, accrued expenses and other439,719 523,988 
Accrued distributions and dividends payable159,465 9,171 
Senior notes1,984,336 1,980,112 
Operating lease liability
(includes $109,473 and $111,999 with related parties)
111,332 112,231 
Finance lease liability
(includes $27,857 and $29,087 with related parties)
43,505 57,967 
Loans eligible for repurchase from Ginnie Mae345,490 563,423 
Total liabilities10,428,932 19,357,357 
Equity
Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December 31, 2022 or 2021
— — 
Class A common stock, $0.0001 par value - 4,000,000,000 shares authorized, 92,575,974 and 91,612,305 shares issued and outstanding as of December 31, 2022 and December 31, 2021, respectively
9 9 
Class B common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of December 31, 2022 or 2021
— — 
Class C common stock, $0.0001 par value - 1,700,000,000 shares authorized, none issued and outstanding as of December 31, 2022 or 2021
— — 
Class D common stock, $0.0001 par value - 1,700,000,000 shares authorized, 1,502,069,787 shares issued and outstanding as of December 31, 2022 and December 31, 2021
150 150 
Additional paid-in capital903 437 
Retained earnings142,500 141,805 
Non-controlling interest3,028,131 3,028,600 
Total equity3,171,693 3,171,001 
Total liabilities and equity$13,600,625 $22,528,358 

See accompanying Notes to the Consolidated Financial Statements.
71

UWM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except shares and per share amounts)
 For the year ended December 31,
 202220212020
Revenue
Loan production income$981,988 $2,585,807 $4,551,415 
Loan servicing income792,072 638,738 288,304 
Change in fair value of mortgage servicing rights (see Note 5)284,104 (587,813)— 
Gain (loss) on sale of mortgage servicing rights— 1,791 (62,285)
Interest income314,462 331,770 161,160 
Total revenue, net2,372,626 2,970,293 4,938,594 
Expenses
Salaries, commissions and benefits552,886 697,680 552,143 
Direct loan production costs90,369 72,952 54,459 
Marketing, travel, and entertainment74,168 62,472 20,367 
Depreciation and amortization45,235 35,098 16,820 
General and administrative179,549 133,334 98,856 
Servicing costs166,024 108,967 70,835 
Amortization, impairment and pay-offs of mortgage servicing rights
(see Note 5)		— — 573,118 
Interest expense305,987 304,656 167,036 
Other expense/(income)23,739 (23,107)— 
Total expenses1,437,957 1,392,052 1,553,634 
Earnings before income taxes934,669 1,578,241 3,384,960 
Provision for income taxes2,811 9,841 2,450 
Net income931,858 1,568,400 3,382,510 
Net income attributable to non-controlling interest890,143 1,469,955 N/A
Net income attributable to UWM Holdings Corporation$41,715 $98,445 N/A
Earnings per share of Class A common stock
 (see Note 19):
Basic$0.45 $0.98 N/A
Diluted$0.45 $0.66 N/A
Weighted average shares outstanding:
Basic92,475,170 100,881,094 N/A
Diluted92,475,170 1,603,157,640 N/A

See accompanying Notes to the Consolidated Financial Statements.

72

UWM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
(in thousands, except shares and per share amounts)
Class A Common Stock SharesClass A Common Stock AmountClass D Common Stock SharesClass D Common Stock AmountAdditional 
Paid-in Capital		Retained
Earnings		Non-controlling InterestTotal
Balance, January 1, 2020— $— — $— $24,839 $636,484 $— $661,323 
Net income— — — — — 3,382,510 — 3,382,510 
Member contributions— — — — — 300,000 — 300,000 
Member distributions— — — — — (1,969,553)— (1,969,553)
Balance, December 31, 2020— $— — $— $24,839 $2,349,441 $— $2,374,280 
Cumulative effect of change to fair value accounting for mortgage servicing rights (See Note 1)— — — — — 3,440 — 3,440 
Net income prior to business combination transaction— — — — — 183,756 — 183,756 
Member distribution to SFS Corp. prior to business combination transaction— — — — — (1,100,000)— (1,100,000)
Net proceeds received from business combination transaction— — — — — 879,122 — 879,122 
Cumulative effect of reorganization post business combination transaction103,104,205 10 1,502,069,787 150 (24,839)(2,164,975)2,189,654 — 
Opening net liabilities of Gores Holdings IV, Inc. acquired— — — — — (75,380)— (75,380)
Net income subsequent to business combination transaction— — — — — 98,445 1,286,199 1,384,644 
Class A common stock dividends — — — — — (39,805)(39,805)
Member distributions to SFS Corp. subsequent to business combination transaction— — — — — — (368,832)(368,832)
Stock-based compensation expense6,430 — — — 437 — 6,030 6,467 
Class A common stock repurchased(11,498,330)(1)— — — (5,065)(76,561)(81,627)
Re-measurement of non-controlling interest due to change in parent ownership and other— — — — — 12,826 (7,890)4,936 
Balance, December 31, 202191,612,305 $9 1,502,069,787 $150 $437 $141,805 $3,028,600 $3,171,001 
Net income— — — — — 41,715 890,143 931,858 
Class A common stock dividends— — — — — (37,023)— (37,023)
Member distributions to SFS Corp.— — — — — — (901,242)(901,242)
Stock-based compensation expense963,669 — — — 466 — 7,079 7,545 
Re-measurement of non-controlling interest due to change in parent ownership and other— — — — — (3,997)3,551 (446)
Balance, December 31, 202292,575,974 $9 1,502,069,787 $150 $903 $142,500 $3,028,131 $3,171,693 

See accompanying Notes to the Consolidated Financial Statements.
73

UWM HOLDINGS CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
 For the year ended December 31,
 202220212020
CASH FLOWS FROM OPERATING ACTIVITIES
Net income$931,858 $1,568,400 $3,382,510 
Adjustments to reconcile net income to net cash provided by operating activities:
Reserve for representations and warranties57,415 45,301 36,510 
Capitalization of mortgage servicing rights(2,213,572)(2,397,483)(1,896,638)
Amortization and pay-offs of mortgage servicing rights— — 553,534 
Impairment of mortgage servicing rights, net— — 19,584 
Change in fair value of mortgage servicing rights(284,104)587,813 — 
Depreciation & amortization49,404 38,025 17,172 
Stock-based compensation expense 7,545 6,467 — 
Retention of investment securities— (154,794)— 
Decrease in fair value of investment securities28,227 1,061 — 
Decrease in fair value of warrants liability(7,683)(36,105)— 
(Increase) decrease in:
Mortgage loans at fair value9,774,941 (9,444,476)(2,040,817)
Derivative assets(15,512)(6,284)(36,384)
Other assets56,626 (166,250)(119,627)
Increase (decrease) in:
Derivative liabilities13,007 (29,496)43,828 
Other liabilities(129,970)30,858 96,740 
Net cash provided by (used in) operating activities8,268,182 (9,956,963)56,412 
CASH FLOWS FROM INVESTING ACTIVITIES
Purchases of premises and equipment(26,615)(65,384)(57,288)
Net proceeds from sale of mortgage servicing rights1,311,282 264,028 289,170 
Proceeds from principal payments on investment securities10,987 1,107 — 
Margin calls on borrowings against investment securities(5,308)— — 
Net cash provided by investing activities1,290,346 199,751 231,882 
CASH FLOWS FROM FINANCING ACTIVITIES
Net (repayments) borrowings under warehouse lines of credit(9,510,946)9,013,541 1,751,810 
Repayments of finance lease liabilities(17,323)(13,704)(5,049)
Borrowings under equipment notes payable— 1,078 2,165 
Repayments under equipment notes payable(1,037)(25,560)(5,637)
Borrowings under lines of credit1,250,000 79,700 412,295 
Repayments under lines of credit(500,000)(400,000)(467,995)
Proceeds from issuance of senior notes— 1,200,000 800,000 
Discount and direct issuance costs on senior notes— (12,159)(11,030)
Borrowings against investment securities101,345 118,786 — 
Repayments of borrowings against investment securities(118,786)— — 
Proceeds from business combination transaction— 895,134 —
Costs incurred related to business combination transaction— (11,260)(4,745)
Dividends paid to Class A common stockholders(36,936)(30,634)— 
Member contributions from SFS Corp. — — 300,000 
Member distributions paid to SFS Corp. (751,035)(1,468,832)(1,969,554)
Class A common stock repurchased— (81,627)— 
Net cash (used in) provided by financing activities(9,584,718)9,264,463 802,260 
INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS(26,190)(492,749)1,090,554 
CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD731,088 1,223,837 133,283 
$704,898 $731,088 $1,223,837 
SUPPLEMENTAL INFORMATION
Cash paid for interest$241,732 $287,295 $161,803 
Cash paid for taxes— 1,776 — 
See accompanying Notes to the Consolidated Financial Statements.
74


UWM HOLDINGS CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 – ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Organization
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 12 - 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. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2022, there were 92,575,974 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. 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 Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 12 - 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 19 - Earnings Per Share for further information.


75

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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.
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 operates as one 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 are 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
76

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 fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue 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 primarily 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. Loan servicing expenses are charged to expense as incurred.

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. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations.
Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations.
77

Under both the fair value and amortization accounting methods, 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 value, 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, net 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, with subsequent changes in estimates recorded as part of general and administrative expenses. 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. 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 FLSCs, to economically hedge the IRLCs. See Note 3 – Derivatives for further information.
Loans Eligible for Repurchase from Ginnie Mae
When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), 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 mortgage servicing rights (or “MSRs”). As of December 31, 2022, the Company changed the balance sheet presentation of Ginnie Mae loans eligible for repurchase and the corresponding liabilities to report these assets and liabilities separately from "Mortgage loans at fair value" and "Accounts payable, accrued expenses, and other," where they were previously reported. Prior periods have been updated to conform with the current period presentation.
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 capitalize leases with initial terms in excess of 12 months. 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
78

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 follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our 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. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income.
Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
Our 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 our view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 17 – Income Taxes for further information.
Tax Receivable Agreement
In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement 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 U.S. 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 section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated, and reported as part of other expense/(income) in the consolidated statements of operations. During the year ended
79

December 31, 2022, the Company recorded an additional liability of $3.2 million. As of December 31, 2022, the total liability recorded for the Tax Receivable Agreement was approximately $17.1 million.
Related Party Transactions
The Company enters into various transactions with related parties. See Note 16 – 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)"). During the years ended December 31, 2022 and 2021, the Company recognized $7.7 million and $23.1 million, respectively, of other income related to the change in fair value of warrants.
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. 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 18 – Stock-based Compensation for further information.
Servicing Advances
Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for 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 $29.0 million, $21.8 million and $7.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in marketing, travel, and entertainment expenses in the consolidated statements of operations.
Escrow and Fiduciary Funds
80

The Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors. The balances of these accounts amounted to $1.58 billion and $1.61 billion at December 31, 2022 and December 31, 2021, 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 frame, the Company may be required to refund a portion of the sales proceeds to the investors.
Recently Adopted Accounting Pronouncements
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 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures.
NOTE 2 – 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.
81

(In thousands)December 31,
2022		December 31,
2021
Mortgage loans, unpaid principal balance$7,128,131 $16,630,907 
Premiums paid on mortgage loans70,914 238,963 
Fair value adjustment(64,085)40,031 
Mortgage loans at fair value$7,134,960 $16,909,901 
NOTE 3 – 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 77% and 86%, as of December 31, 2022 and December 31, 2021, respectively. The Company primarily uses FLSCs to economically hedge the IRLCs.     
The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):
 December 31, 2022December 31, 2021 
Fair valueFair value
 Derivative
assets		Derivative
liabilities		Notional
Amount		Derivative
assets		Derivative
liabilities		Notional
Amount		 
IRLCs$7,872 $32,294 $5,359,684 (a) $24,899 $11,138 $13,450,967 
(a) 
FLSCs74,997 17,454 10,944,875 42,457 25,603 28,887,178  
Total$82,869 $49,748 $67,356 $36,741 
(a)Notional amounts have been adjusted for pullthrough rates of 77% and 86%, respectively.
NOTE 4 – ACCOUNTS RECEIVABLE, NET
The following summarizes accounts receivable, net (in thousands):
 December 31,
2022		December 31,
2021
Servicing advances$162,896 $135,117 
Servicing fees110,891 136,981 
Receivables from sales of servicing 56,019 13,503 
Investor receivables25,701 44,192 
Origination receivables24,179 56,569 
Derivative settlements receivable8,204 21,987 
Warehouse bank receivable199 8,510 
Other receivables179 127 
Provision for current expected credit losses(5,121)(1,295)
Total accounts receivable, net$383,147 $415,691 
The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor.
NOTE 5 – MORTGAGE SERVICING RIGHTS
Mortgage servicing rights are recognized on the consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company elected the fair value option for all current classes of its MSRs effective January 1, 2021. The Company determined its classes of MSRs based on how the Company manages risk. The Company's MSRs are measured at fair value, which 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,
82

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 $312.5 billion and $319.8 billion at December 31, 2022 and December 31, 2021, 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, 2022 and 2021 (in thousands):
For the year ended December 31,
20222021
Fair value, beginning of period$3,314,952 1,760,304 
Capitalization of MSRs2,213,572 2,397,483 
MSR sales(1,387,180)(269,925)
Changes in fair value:
Due to changes in valuation inputs or assumptions
868,803 286,348 
Due to collection/realization of cash flows/other(556,886)(859,258)
Fair value, end of period$4,453,261 $3,314,952 

The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations (in thousands):
For the year ended December 31,
20222021
Changes in fair value:
Due to changes in valuation inputs and assumptions$868,803 $286,348 
Due to collection/realization of cash flows and other(556,886)(859,258)
Net reserves and transaction costs on sales of servicing rights(27,813)(14,903)
Changes in fair value of mortgage servicing rights$284,104 $(587,813)

During the years ended December 31, 2022 and 2021, the Company sold MSRs on loans with an aggregate UPB of approximately $112.9 billion and $22.7 billion, respectively, for proceeds of approximately $1.4 billion and $269.9 million, respectively. In connection with the sales of these MSRs, the Company recorded a net $27.8 million and $14.9 million, respectively, for its estimated obligation for protection provisions granted to the buyer and transaction costs, which is reflected as part of the change in fair value of MSRs in the consolidated statements of operations.

Prior to the election of the fair value option on January 1, 2021, the Company accounted for MSRs based on the lower cost or market using the amortization method. The following table summarizes changes to the MSR assets for the year ended December 31, 2020 under the amortization method (in thousands):
For the year ended December 31,
2020
Balance, beginning of period$731,353 
Additions1,896,638 
Amortization(252,421)
Loans paid in full(301,113)
Sales(298,009)
Recovery/(Impairment)(19,584)
Balance, end of period$1,756,864 
83

The following table summarizes the loan servicing income recognized during the years ended December 31, 2022, 2021 and 2020, respectively (in thousands):
For the year ended December 31,
202220212020
Contractual servicing fees$781,109 $632,276 $284,257 
Late, ancillary and other fees10,963 6,462 4,047 
Loan servicing income$792,072 $638,738 $288,304 
The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2022 and December 31, 2021, respectively:
 December 31,
2022		December 31,
2021
RangeWeighted AverageRangeWeighted Average
Discount rates9.5 %—15.0 %10.1 %9.0 %—14.5 %9.6 %
Annual prepayment speeds6.7 %—14.0 %7.9 %8.3 %—45.4 %10.5 %
Cost of servicing$75 —$108 $80 $74 —$162 $81 
The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2022 and December 31, 2021, respectively, (in thousands):
 December 31,
2022		December 31,
2021
Discount rate:
+ 10% adverse change – effect on value$(183,972)$(107,992)
+ 20% adverse change – effect on value(353,120)(208,567)
Prepayment speeds:
+ 10% adverse change – effect on value$(143,483)$(138,807)
+ 20% adverse change – effect on value(277,992)(267,964)
Cost of servicing:
+ 10% adverse change – effect on value$(39,362)$(37,370)
+ 20% adverse change – effect on value(78,724)(74,741)
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 this table, 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), 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.
NOTE 6 - 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):
84

 December 31,
2022		December 31,
2021
Leasehold improvements$160,947 $140,287 
Furniture and equipment38,583 33,074 
Software, including internally-developed25,491 20,176 
Construction in process1,323 4,503 
Accumulated depreciation and amortization(73,868)(46,353)
Premises and equipment, net$152,477 $151,687 



NOTE 7 – 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 16 - Related Party Transactions for further information.
The Company’s operating lease agreements have remaining terms ranging from five to fifteen years. Certain lease agreements have renewal options. Total lease expense under all operating leases amounted to $12.3 million, $11.9 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease expense for related party leases was $12.0 million, $11.6 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Variable lease expense amounted to $4.5 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.
The Company’s financing lease agreements have remaining terms ranging from three months to thirteen years. 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. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases.
Supplemental cash flow information related to leases is as follows (in thousands):
 December 31,
2022		December 31,
2021
Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows$12,537 $15,926 
Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows19,218 15,876 
Operating lease right-of-use assets obtained in exchange for operating leases liabilities
3,984 20,134 
Financing lease right-of-use assets obtained in exchange for finance lease liabilities2,861 48,539 
Additional supplemental information related to leases is as follows:
 December 31,
2022		December 31,
2021
Weighted average remaining lease term – operating leases13.6 years14.7 years
Weighted average remaining lease term – finance leases8.8 years7.9 years
Weighted average discount rate – operating leases7.4 %7.4 %
Weighted average discount rate – finance leases3.6 %3.8 %
The maturities of the Company's operating lease liabilities are summarized below (in thousands):
85

December 31, 2022Amounts
2023$12,873 
202412,873 
202512,990 
202612,996 
202712,959 
Thereafter110,717 
Total lease payments175,408 
Less imputed interest(64,076)
Total$111,332 


The maturities of the Company's financing lease liabilities are summarized below (in thousands):
December 31, 2022Amounts
2023$14,146 
20246,581 
20253,057 
20262,665 
20272,668 
Thereafter21,940 
Total lease payments51,057 
Less imputed interest(7,552)
Total$43,505 
86

NOTE 8 – 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, 2022 and December 31, 2021, respectively, (in thousands):
Warehouse Lines of Credit 1
Date of Initial Agreement With Warehouse LenderCurrent Agreement Expiration DateDecember 31,
2022		December 31,
2021
Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2022:
N/A2
9/8/2020
N/A2
$— $913,247 
$400 Million3
8/21/20121/18/2023188,607 372,895 
$500 Million4
3/7/20193/22/2023236,462 1,230,017 
$500 Million
4/23/20214/23/2023185,502 755,539 
$150 Million2/29/20125/23/2023142,570 144,534 
$3.0 Billion
5/9/20197/28/20232,239,591 4,482,245 
$700 Million7/24/20208/30/2023642,544 673,471 
$200 Million3/30/20189/6/2023170,478 197,976 
$200 Million
10/30/20209/26/202397,216 1,163,447 
$300 Million8/19/201611/8/2023235,804 280,637 
$250 Million2/26/201612/21/2023193,023 192,614 
$1.0 Billion
7/10/20121/8/2024521,440 963,495 
$2.5 Billion4
12/31/20142/21/20241,588,787 3,349,395 
Early Funding:
$600 Million (ASAP + - see below)No expiration— 516,889 
$750 Million (EF - see below)No expiration1,968 718,537 
$6,443,992 $15,954,938 
All interest rates are variable based upon a spread to SOFR or other alternative index.
1 An aggregate of $401.0 million of these line amounts is committed as of December 31, 2022.
2 The Company elected to not renew this warehouse line of credit agreement prior to December 31, 2022. As of December 31, 2021, this warehouse line of credit agreement had a funding limit of $1.5 billion.
3 This warehouse line of credit agreement expired pursuant to its terms subsequent to December 31, 2022.
4 Represents the current agreement expiration date pursuant to an amendment entered into subsequent to December 31, 2022.
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, 2022, there was no amount outstanding through the ASAP+ program and $2.0 million was outstanding under the EF program.
As of December 31, 2022, 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, 2022.
MSR Facility
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
87

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 will 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 income as defined in the agreement. As of December 31, 2022, the Company was in compliance with all applicable covenants. The MSR Facility has an initial maturity date of September 26, 2023. As of December 31, 2022, $750.0 million was outstanding under the MSR Facility.
NOTE 9 – OTHER BORROWINGS
Senior Notes
The following is a summary of the senior unsecured notes issued by the Company (in thousands):
Facility TypeMaturity DateInterest RateOutstanding Balance at Outstanding Principal at December 31, 2022Outstanding Balance at Outstanding Principal at December 31, 2021
2025 Senior unsecured notes(1)
11/15/20255.50 %$800,000 $800,000 
2029 Senior unsecured notes(2)
04/15/20295.50 %700,000 700,000 
2027 Senior unsecured notes(3)
06/15/20275.75 %500,000 500,000 
Total Senior Unsecured Notes$2,000,000 $2,000,000 
Weighted average interest rate5.56 %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 $6.3 million and $8.5 million as of December 31, 2022 and December 31, 2021, 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 $5.5 million and $6.4 million as of December 31, 2022 and December 31, 2021, 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 $3.9 million and $5.0 million as of December 31, 2022 and December 31, 2021, 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 May 15, 2021.
On or after 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, beginning on October 15, 2021.
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%;
88

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, beginning on June 15, 2022.

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 exceptions and qualifications. The Company was in compliance with the terms of the indentures as of December 31, 2022.
Revolving Credit Facility

On August 8, 2022, UWM entered into the 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 has an initial maturity date of August 8, 2023. 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, and 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, 2022. No amounts were outstanding under the Revolving Credit Facility as of December 31, 2022.

NOTE 10 – 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 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. The Company repurchased $355.8 million, $133.4 million and $53.1 million in UPB of loans during the years ended December 31, 2022, 2021 and 2020, respectively, related to its representations and warranties obligations.
89

The activity of the representations and warranties reserve was as follows (in thousands):
 For the year ended December 31,
 202220212020
Balance, beginning of period$86,762 $69,542 $46,322 
Additions57,415 45,301 36,510 
Losses realized, net(83,682)(28,081)(13,290)
Balance, end of period$60,495 $86,762 $69,542 
Commitments to Originate Loans
As of December 31, 2022, the Company had agreed to extend credit to potential borrowers for approximately $14.1 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.

NOTE 11 – 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 year ended December 31, 2022.
In 2021, UWM began selling some of the mortgage loans that it originates through private label securitization transactions. There were no loan sales through UWM's private label securitization transactions during 2022. 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, 2022 and December 31, 2021. 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 Company 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, 2022, $111.7 million of the $113.3 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 $101.3 million with remaining maturities ranging from approximately four to eight months as of December 31, 2022, and interest rates based on LIBOR or SOFR plus a spread. The Company's maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts.

90

NOTE 12 – 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, 2022December 31, 2021
Common UnitsOwnership PercentageCommon UnitsOwnership Percentage
UWM Holdings Corporation ownership of Class A Common Units 92,575,974 5.81 %91,612,305 5.75 %
SFS Corp. ownership of Class B Common Units1,502,069,787 94.19 %1,502,069,787 94.25 %
Balance at end of period1,594,645,761 100.00 %1,593,682,092 100.0 %
The non-controlling interest holders have 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 non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded 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, 2022, SFS Corp. has not exchanged any Stapled Interests.
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 re-measurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the consolidated statement of changes in equity.

NOTE 13 – REGULATORY NET WORTH REQUIREMENTS
Certain secondary market agencies and state regulators require UWM to maintain minimum net worth and capital 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 minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of December 31, 2022, the most restrictive of these requirements require UWM to maintain a minimum net worth of $783.6 million, liquidity of $101.8 million and a minimum capital ratio of 6%. At December 31, 2022, UWM was in compliance with these requirements.

NOTE 14 – EMPLOYEE BENEFIT PLAN
The Company maintains a defined contribution 401(k) plan covering substantially all team members. Team members can make elective contributions to the plan as allowed by the Internal Revenue Service and plan limitations. The Company makes discretionary matching contributions of 50% 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 approximately $5.5 million, $6.8 million and $4.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in salaries, commissions and benefits in the consolidated statements of operations.
NOTE 15 – 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:
91

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 measurement 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, 2022 or December 31, 2021.

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 interest rate lock
commitments 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.
92

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, 2022
DescriptionLevel 1Level 2Level 3Total
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 Warrants1,328 445 — 1,773 
Total liabilities$1,328 $17,899 $32,294 $51,521 
 December 31, 2021
DescriptionLevel 1Level 2Level 3Total
Assets:
Mortgage loans at fair value$— $16,909,901 $— $16,909,901 
IRLCs— — 24,899 24,899 
FLSCs— 42,457 — 42,457 
Investment securities at fair value, pledged— 152,263 — 152,263 
Mortgage servicing rights— — 3,314,952 3,314,952 
Total assets$— $17,104,621 $3,339,851 $20,444,472 
Liabilities:
IRLCs$— $— $11,138 $11,138 
FLSCs— 25,603 — 25,603 
Public and Private warrants6,286 3,170 — 9,456 
Total liabilities$6,286 $28,773 $11,138 $46,197 
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 - IRLCsDecember 31, 2022December 31, 2021
Pullthrough rate (weighted avg)77 %86 %

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, 2022.
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):
93

December 31, 2022December 31, 2021
Carrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
2025 Senior Notes, due 11/15/25$793,703 $724,928 $791,513 $820,232 
2029 Senior Notes, due 4/15/29694,496 565,607 693,623 686,623 
2027 Senior Notes, due 6/15/27496,137 430,920 494,976 500,860 
$1,984,336 $1,721,455 $1,980,112 $2,007,715 
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 value as of December 31, 2022 and December 31, 2021, respectively.

NOTE 16 – 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 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;
•Home appraisal contracting and review services are provided by home appraisal management companies, one of which was partially owned by the Company’s CEO (prior to March 31, 2021). An executive of the Company and a member of the Company's board of directors was also on the board of directors of this home appraisal management company prior to March 31, 2021, the second of which is owned by the CEO's brother who is also a member of the Company's board of directors. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve month periods unless sooner terminated by the Company upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as the Company's other agreements for such services;
•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, 2022, 2021 and 2020, the Company made payments of approximately $26.4 million, $21.1 million and $15.0 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, 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, (ii) 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 and (iii) with respect to the year ended December 31, 2020, approximately $13.4 million in rent and other occupancy related fees, $0.6 million in legal fees, $0.4 million in direct origination costs and $0.6 million in other general and administrative expenses.
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 for further details.

NOTE 17 – INCOME TAXES
A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows:
94

For the year ended December 31,
202220212020
Income tax expense at the federal statutory rate$196,400 $331,431 $710,842 
Income attributable to non-controlling interest(186,931)(308,995)— 
Income attributable to pass-through members— — (710,842)
Other(6,658)(12,595)2,450 
Total income tax expense $2,811 $9,841 $2,450 

Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2022, 2021 and 2020.

For the year ended December 31,
202220212020
Current income tax expense:
Federal$(118)$73 $— 
State(569)1,424 2,450 
Total current income tax expense(687)1,497 2,450 
Deferred income tax expense:
Federal3,916 7,494 — 
State(418)850 — 
Total deferred income tax expense3,498 8,344 — 
Total provision for income taxes$2,811 $9,841 $2,450 

The Company’s income tax expense varies from the expense that would be expected based on statutory rates due primarily to its past and current organizational structure. Prior to the business combination transaction, UWM, as a limited liability company ("LLC"), was not directly subject to taxes on its net taxable income. Rather, UWM's net taxable income was passed through to its members and included in its members' tax returns. A provision for state income taxes was required for certain state and local tax jurisdictions where UWM is a taxable entity.
Following the closing of the Business Combination Agreement, UWM is treated as single member LLC owned by Holdings LLC. As a single member LLC, all taxable income or loss generated by UWM will pass through and be included in the income or loss of Holdings LLC. Holdings LLC is treated as a partnership for federal and most state and local income tax jurisdictions. As a partnership, Holdings LLC is not subject to U.S. federal or most state and local incomes taxes. Any taxable income or loss generated by Holdings LLC after the Company’s acquisition of its portion of Holdings LLC is passed through and included in the taxable income or loss of its members, including the Company. The Company is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its attributable share of any taxable income of Holdings LLC. Pursuant to the Holdings LLC Second Amended & Restated Limited Liability Company Agreement, Holdings LLC will generally be required to make pro-rata distributions in cash to the Company and to SFS Corp. in amounts sufficient to cover the expected taxes resulting from their allocable share of the taxable income of Holdings LLC.
Deferred Tax Assets and Liabilities
Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards:
95

December 31,
20222021
Deferred tax assets:
Net operating losses$17,775 $10,831 
Other483 104 
Total deferred tax assets18,258 10,935 
Deferred tax liabilities:
Investment in partnership(54,589)(40,817)
Other— (2,502)
Total deferred tax liabilities(54,589)(43,319)
Net deferred tax liabilities$(36,331)$(32,384)
As of December 31, 2022, the Company has a deferred tax asset of $18.3 million and a deferred tax liability of $54.6 million, the net of which is included in accounts payable, accrued expenses and other. This deferred tax liability relates primarily to the difference in tax and book basis of the Company's investment in Holdings LLC. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.
Of the total deferred tax assets, $17.8 million relates to the net operating loss carryforwards at December 31, 2022, $1.4 million of which will expire between 2032 and 2042 and $16.4 million has no expiration.
The Company reserves for uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. As the Company has no unrecognized tax benefits, no interest or penalties were recognized in income tax expense. The Company may be subject to potential examination by U.S. federal or state jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal or state tax laws.
The Company is subject to taxation in the U.S. and various state and local tax jurisdictions. As of December 31, 2022, tax years 2019 and forward are subject to examination by the tax authorities.
Tax Receivable Agreement
Holdings LLC intends to make an election under Section 754 of the Internal Revenue Code (the "Code") for the first taxable year in which a redemption or exchange of LLC Interests occurs. Pursuant to Holdings LLC’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Holdings LLC when LLC Interests are redeemed or exchanged by SFS Corp. The Company intends to treat any exchanges of LLC Interests by SFS Corp. as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

In connection with the business combination transaction, the Company entered into the Tax Receivable Agreement with SFS Corp. that will provide for the payment by the Company to SFS Corp. of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize) as a result of (1) the Company’s allocable share of existing tax basis acquired in connection with the Transactions (including the Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) increases in tax basis resulting from (a) the Company’s purchase of LLC Interests directly from Holdings LLC, (b) future exchanges (or deemed exchanges in certain circumstances) of LLC Interests for Class A common stock or cash, and (c) certain distributions (or deemed distributions) by Holdings LLC; and (3) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. The Company may additionally benefit or retain the remaining 15% of any tax benefits that the Company actually realizes.

The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. As of December 31, 2022 and December 31, 2021, the Company had recognized a liability of $17.1 million and $13.9 million, respectively, included in accounts payable, accrued expenses and other, related to the Tax Receivable Agreement arising from the business combination transaction and subsequent sales of certain assets. No payments were made to SFS Corp. pursuant to the Tax Receivable Agreement during the years ended December 31, 2022 or December 31, 2021.
96


NOTE 18 – STOCK-BASED COMPENSATION
The following is a summary of RSU activity for the years ended December 31, 2022 and 2021:
For the year endedFor the year ended
December 31, 2022December 31, 2021
SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
Unvested - beginning of period2,812,320 $7.75 — $— 
Granted2,458,883 3.61 3,193,510 7.75 
Vested(963,772)7.72 (6,430)7.75 
Forfeited(301,630)6.57 (374,760)7.75 
Unvested - end of period4,005,801 $5.30 2,812,320 $7.75 
Stock-based compensation expense recognized for the years ended December 31, 2022 and 2021 was $7.5 million and $6.5 million, respectively. As of December 31, 2022 and 2021 there was $14.7 million and $15.4 million of unrecognized compensation expense, respectively, related to unvested awards which is expected to be recognized over a weighted average period of 2.5 years and 2.1 years, respectively. On September 1, 2022, the Company granted 2.5 million RSUs to team members with a grant date fair value of $3.60 per share, which vest 25% each year over four years.

NOTE 19 – EARNINGS PER SHARE
As of December 31, 2022, the Company had 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 pat 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 per share of Class A common stock and Class B common stock is computed by dividing net income 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 per share of Class A common stock and Class B common stock is computed by dividing net income 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 12, 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.
Prior to the business combination transaction with the Company, UWM's ownership structure included equity interests held solely by SFS Corp. The Company analyzed the calculation of earnings per unit for periods prior to the business combination transaction and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the years ended December 31, 2020.
Earnings per share for the year ended December 31, 2021 is based on earnings for the period from January 21, 2021 to December 31, 2021, which represents the period in which the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of December 31, 2022 or December 31, 2021.
The following table sets forth the calculation of basic and diluted earnings per share for the periods ended December 31, 2022 and 2021 (in thousands, except shares and per share amounts):
97

For the year ended December 31,
20222021
Net income$931,858 $1,568,400 
Net income attributable to non-controlling interests890,143 1,469,955 
Net income attributable to UWMC41,715 98,445 
Numerator:
Net income attributable to Class A common shareholders$41,715 $98,445 
Net income attributable to Class A common shareholders - diluted$41,715 $1,064,606 
Denominator:
Weighted average shares of Class A common stock outstanding - basic92,475,170 100,881,094 
Weighted average shares of Class A common stock outstanding - diluted92,475,170 1,603,157,640 
Earnings per share of Class A common stock outstanding - basic$0.45 $0.98 
Earnings per share of Class A common stock outstanding - diluted$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 year ended December 31, 2022. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income 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, 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, 2022 and 2021 using the treasury stock method and the impact was either anti-dilutive or immaterial.

NOTE 20 – SUBSEQUENT EVENTS
Subsequent to December 31, 2022, 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, 2023 to stockholders of record at the close of business on March 10, 2023. Additionally, the Board approved a proportional distribution to SFS Corp. of $150.2 million which is payable on April 11, 2023 .

Subsequent to December 31, 2022, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $33.2 billion for proceeds of approximately $156.0 million, and MSRs on certain agency loans with a total UPB of approximately $23.5 billion for gross proceeds of approximately $269.8 million.

Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

None.

Item 9A. Controls and Procedures

Management's Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and that such information is accumulated and communicated to our management, including our Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosures.

As required by Rules 13a-15(e) and 15d-15(e) under the Exchange Act, our Chief Executive Officer and Chief Financial Officer carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures as of December 31, 2022. Based upon their evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) were effective.

98

Management's Report on Internal Control over Financial Reporting

Management is responsible for establishing and maintaining adequate internal control over financial reporting, as defined in Rule 13a-15(f) under the Exchange Act. Internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with U.S. GAAP.

Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate due to changes in conditions, or that the degree of compliance with existing policies or procedures may deteriorate.
With the participation of the Chief Executive Officer and Chief Financial Officer, management conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2022, based on the framework and criteria established in Internal Control-Integrated Framework (2013), issued by the Committee of Sponsoring Organizations of the Treadway Commission ("COSO"). Based on this assessment, as of December 31, 2022 we assert that we maintained effective internal control over financial reporting.

The effectiveness of our internal control over financial reporting as of December 31, 2022 has been audited by Deloitte & Touche LLP, our independent registered public accounting firm, as stated in their report, included herein.

Changes in Internal Control over Financial Reporting

There were no changes in our internal control over financial reporting during the quarter ended December 31, 2022 that materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

Item 9B. Other Information

Item 1.01. Entry into a Material Definitive Agreement.

On January 30, 2023, UWM, entered into Amendment No. 1 to the Loan and Security Agreement with Citibank, N.A. (“Citibank”) permitting UWM, with the prior consent of Citibank, to enter into Excess Yield Transactions (as defined in the Loan and Security Agreement) whereby Citibank will release its security interest in that portion of the collateral involved with each transaction.

Citibank and certain affiliates of Citibank have performed commercial banking, investment banking, or advisory services for UWM or the Company from time to time for which they have received customary fees and reimbursement of expenses. In addition, these entities may, from time to time, engage in transactions with and perform services for UWM or the Company in the ordinary course of its business for which they may receive customary fees and reimbursement of expenses.

Item 9C. Disclosure Regarding Foreign Jurisdictions that Prevent Inspections

Not applicable.

PART III
Item 10. Directors, Executive Officers and Corporate Governance

The information required by this Item 10 is hereby incorporated by reference from our Proxy Statement pertaining to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company's fiscal year end covered by this Annual Report on Form 10-K.

Item 11. Executive Compensation

The information required by this Item 11 is hereby incorporated by reference from our Proxy Statement pertaining to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company's fiscal year end covered by this Annual Report on Form 10-K.

Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

Equity Compensation Plan

99

The following table summarizes information as of December 31, 2022 concerning our shares of Class A common stock authorized for issuance under our equity incentive plan.
Equity Compensation Plan Information
As of December 31, 2022
Number of Securities to be Issued Upon Exercise of Outstanding Options, Warrants and RightsWeighted Average Exercise Price of Outstanding Options, Warrants and Rights (1)Number of Securities Remaining Available for Future Issuance Under Equity Compensation Plans (Excluding Securities Reflected in first column (a))
(a)(b)(c)
Equity compensation plans approved by security holders 2021 Plan (2)4,005,801 $— 77,181,250 
Equity compensation plans not approved by security holders— — — 
Total4,005,801 $— 77,181,250 

(1) The securities included in column (a) of this table are time-based restricted stock units, for which no exercise price applies.
(2) The securities included in column (a) includes unvested restricted stock units granted from the Omnibus Incentive Plan. Column (c) reflects the remaining share reserve under the Omnibus Incentive Plan attributable to the initial 80,000,000 shares reserved for issuance.

Other information required by this Item 12 is hereby incorporated by reference from our Proxy Statement pertaining to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company's fiscal year end covered by this Annual Report on Form 10-K.

Item 13. Certain Relationships and Related Transactions, and Director Independence

The information required by this Item 13 is hereby incorporated by reference from our Proxy Statement pertaining to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company's fiscal year end covered by this Annual Report on Form 10-K.

Item 14. Principal Accountant Fees and Services

The information required by this Item 14 is hereby incorporated by reference from our Proxy Statement pertaining to our 2023 Annual Meeting of Shareholders to be filed with the SEC within 120 days of the Company's fiscal year end covered by this Annual Report on Form 10-K.
















100

PART IV
Item 15. Exhibits and Financial Statement Schedules

Exhibit
Number		 Description
2.1*
2.2
3.1
3.2
3.3
4.1
4.2
4.3
4.4
4.5
4.7
4.8
4.9
4.10
10.1
10.2
10.3†
101

10.4†
10.5*#
10.6*
10.6.1
10.6.2
10.6.3
10.6.4
10.7
10.8*
10.9*#
10.9.1
10.9.2
10.9.3
10.9.4
10.9.5
10.9.6*
10.9.7*
102

10.9.8
10.9.9
10.9.10
10.9.11
10.9.12
10.10*
10.10.1
10.11*#
10.11.1
10.12*#
10.13*#
10.13.1*
10.13.2*
10.13.3*
10.13.4
10.13.5
10.13.6
10.13.7
103

10.13.8
10.13.9
10.13.10
10.13.11
10.14*
10.14.1
10.15*#
10.16
10.17
10.18
10.19
10.20†
10.21#
10.22#
10.22.1#%
21
23.1%
31.1%
31.2%
104

32.1%
32.2%
101.0 INSXBRL Instance Document - the instance document does not appear in the Interactive Data File because its XBRL tags are embedded within the
Inline XBRL document.
101.SCHXBRL Taxonomy Extension Schema Document.
101.CALXBRL Taxonomy Extension Calculation Linkbase Document
101.DEFXBRL Taxonomy Extension Definition Linkbase Document
101.LABXBRL Taxonomy Extension Label Linkbase Document.
101.PREXBRL Taxonomy Extension Presentation Linkbase Document
104.0Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
*Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K
Item 601(a)(5) or Item 601(b)(2). The Registrant agrees to furnish a copy of all omitted exhibits and
schedules to the SEC upon its request.
%Filed herewith.
†Indicates a management contract or compensatory plan, contract or arrangement.
#
Certain confidential portions of this exhibit were omitted by means of marking such portions with brackets and asterisks because the identified confidential portions (i) are not material and (ii) would be competitively harmful if publicly disclosed, or constituted personally identifiable information that is not material.

Item 16. Form 10-K Summary

None.
105

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
UWM HOLDINGS CORPORATION
Date: March 1, 2023
By: /s/ Mathew Ishbia
 Mathew Ishbia
 Chairman, President and Chief Executive Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report has been signed below by the following persons on behalf of the Registrant and in the capacities indicated on the 1st day of March, 2023.

NamePositionDate
   
/s/ Mathew Ishbia
Chairman, President and Chief Executive Officer
(Principal Executive Officer)
March 1, 2023
Mathew Ishbia
/s/ Andrew Hubacker
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)
March 1, 2023
Andrew Hubacker
   
/s/ Kelly CzubakDirectorMarch 1, 2023
Kelly Czubak
/s/ Alex ElezajDirectorMarch 1, 2023
Alex Elezaj
/s/ Jeffrey A. IshbiaDirectorMarch 1, 2023
Jeffrey A. Ishbia
/s/ Justin IshbiaDirectorMarch 1, 2023
Justin Ishbia
/s/ Laura LawsonDirectorMarch 1, 2023
Laura Lawson
/s/ Isiah ThomasDirectorMarch 1, 2023
Isiah Thomas
/s/ Robert VerdunDirectorMarch 1, 2023
Robert Verdun
/s/ Melinda WilnerDirectorMarch 1, 2023
Melinda Wilner


 EX-10.22 1 2 exhibit10221-amendment1wit.htm EX-10.22.1 AMENDED CITI MSR FACILITY AGREEMENT Document

Exhibit 10.22.1*

AMENDMENT NUMBER ONE
to the
AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
Dated as of September 30, 2022, among
UNITED WHOLESALE MORTGAGE, LLC,
and CITIBANK, N.A.







* Certain portions of this exhibit have been redacted in accordance with Item 601(b)(10) of Regulation S-K. This information is not material and would likely cause competitive harm to the registrant if publicly disclosed. “[***]” indicates that information has been redacted.






























This AMENDMENT NUMBER ONE (this “Amendment”) is made this 20th day of January, 2023, to the Amended and Restated Loan and Security Agreement, dated as of September 30, 2022 (as amended, restated, supplemented or otherwise modified as of the date hereof, the “Original Loan and Security Agreement”; as amended by this Amendment and as may be further amended, restated, supplemented or otherwise modified from time to time, the “Loan and Security Agreement”), between CITIBANK, N.A., a national banking association, as lender (“Lender”), and UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company, as borrower (“Borrower”). Any capitalized term used but not defined herein shall have the meaning assigned to such term in the Loan and Security Agreement.

RECITALS
WHEREAS, Borrower and Lender have agreed to amend the Original Loan and Security Agreement as more specifically set forth herein; and
NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and for the premises and covenants herein contained, the parties hereto hereby, intending to be legally bound hereby, agree as follows:
SECTION 1. Amendments. Effective as of the date hereof (the “Amendment Effective Date”), the Original Loan and Security Agreement is hereby amended to delete the stricken text (indicated textually in the same manner as the following example: stricken text) and to add the double-underlined text (indicated textually in the same manner as the following example: double-underlined text) as set forth in the conformed copy of the Loan and Security Agreement attached as Exhibit A hereto.
SECTION 2. Fees and Expenses. Borrower agrees to pay to Lender all of the out- of-pocket costs and expenses incurred by Lender in connection with this Amendment (including, but not limited to, all of the reasonable fees, disbursements and expenses of counsel to Lender) in accordance with Sections 3 and 10 of the Loan and Security Agreement.
SECTION 3. Representations and Warranties. In order to induce Lender to execute and deliver this Amendment, Borrower hereby represents and warrants to Lender that as of the Amendment Effective Date:
(a)the financial covenants under each of its other agreements evidencing indebtedness of each Seller (the “Other Debt Agreements”) have been waived or amended as needed in such a manner such that no default exists under the Other Debt Agreements as of the Amendment Effective Date;
(b)it has the requisite power and authority, and legal right, to execute and deliver this Amendment and to perform its obligations under this Amendment, the Loan and Security Agreement and the other Program Documents to which it is a party;
(c)each of this Amendment, the Loan and Security Agreement and the other Program Documents to which it is a party constitutes a legal, valid and binding obligation of it enforceable against it in accordance with its respective terms;
(d)each representation and warranty of it contained in the Loan and Security Agreement and the other Program Documents to which it is a party is true and correct and is hereby restated and affirmed;
(e)each covenant and each other agreement of it contained in the Loan and Security Agreement and the other Program Documents to which it is a party is hereby restated and affirmed; and


(f)no Default or Event of Default has occurred and is continuing under the Loan and Security Agreement or any other Program Document.
SECTION 4. Ratification. The parties hereto ratify all terms of the Original Loan and Security Agreement other than those amended hereby, and ratify those provisions as amended hereby.
SECTION 5. Severability. If any provision of this Amendment is declared invalid by any court of competent jurisdiction, such invalidity shall not affect any other provision of this Amendment or any other Program Document, and this Amendment and each other Program Document shall be enforced to the fullest extent permitted by law.
SECTION 6. Captions. The captions and section headings appearing herein are included solely for convenience of reference and are not intended to affect the interpretation of any provision of this Amendment.
SECTION 7. Binding Effect; Governing Law. This Amendment shall be binding on and inure to the benefit of the parties hereto and their respective successors and permitted assigns. THIS AMENDMENT SHALL BE CONSTRUED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE STATE OF NEW YORK, WITHOUT GIVING EFFECT TO THE CONFLICT OF LAWS PRINCIPLES THEREOF (EXCEPT FOR SECTIONS 5-1401 AND 5-1402 OF THE NEW YORK GENERAL OBLIGATIONS LAW, WHICH SHALL GOVERN).
SECTION 8. SUBMISSION TO JURISDICTION; WAIVERS. EACH PARTY HERETO HEREBY IRREVOCABLY AND UNCONDITIONALLY:
(a)SUBMITS FOR ITSELF AND ITS PROPERTY IN ANY LEGAL ACTION OR PROCEEDING RELATING TO THIS AMENDMENT AND/OR ANY OTHER PROGRAM DOCUMENT, OR FOR RECOGNITION AND ENFORCEMENT OF ANYJUDGMENT IN RESPECT THEREOF, TO THE NON-EXCLUSIVE GENERAL JURISDICTION OF THE COURTS OF THE STATE OF NEW YORK, THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA FOR THE SOUTHERN DISTRICT OF NEW YORK, AND APPELLATE COURTS FROM ANY THEREOF;
(b)CONSENTS THAT ANY SUCH ACTION OR PROCEEDING MAY BE BROUGHT IN SUCH COURTS AND, TO THE EXTENT PERMITTED BY LAW, WAIVES ANY OBJECTION THAT IT MAY NOW OR HEREAFTER HAVE TO THE VENUE OF ANY SUCH ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT SUCH ACTION OR PROCEEDING WAS BROUGHT IN AN INCONVENIENT COURT AND AGREES NOT TO PLEAD OR CLAIM THE SAME;
(c)AGREES THAT SERVICE OF PROCESS IN ANY SUCH ACTION OR PROCEEDING MAY BE EFFECTED BY MAILING A COPY THEREOF BY REGISTERED OR CERTIFIED MAIL (OR ANY SUBSTANTIALLY SIMILAR FORM OF MAIL), POSTAGE PREPAID, TO ITS ADDRESS SET FORTH UNDER ITS SIGNATURE TO THE LOAN AND SECURITY AGREEMENT OR AT SUCH OTHER ADDRESS OF WHICH THE OTHER PARTIES HERETO SHALL HAVE BEEN NOTIFIED; PROVIDED THAT, AT THE TIME OF SUCH MAILING AN ELECTRONIC COPY OF SUCH SERVICE OF PROCESS IS ALSO SENT BY ELECTRONIC MAIL TO THE PERSONS SPECIFIED IN THE ADDRESS FOR NOTICES FOR SUCH PARTY ON THE SIGNATURE PAGE TO THE LOAN AND SECURITY AGREEMENT (OR SUCH OTHER PERSONS OF WHICH THE OTHER PARTIES HERETO SHALL HAVE BEEN NOTIFIED); AND


(d)AGREES THAT NOTHING HEREIN SHALL AFFECT THE RIGHT TO EFFECT SERVICE OF PROCESS IN ANY OTHER MANNER PERMITTED BY LAW OR SHALL LIMIT THE RIGHT TO SUE IN ANY OTHER JURISDICTION.
SECTION 9. WAIVER OF JURY TRIAL. BORROWER AND LENDER HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY ANY REQUIREMENTS OF LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATING TO THIS AMENDMENT, ANY OTHER PROGRAM DOCUMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY.
SECTION 10. Counterparts; Electronic Signatures. This Amendment may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument, and any of the parties hereto may execute this Amendment by signing any such counterpart. Each counterpart shall be deemed to be an original, and all such counterparts shall constitute one and the same instrument. The parties agree that this Amendment, any documents to be delivered pursuant to this Amendment and any notices hereunder may be transmitted between them by e-mail and/or by facsimile. The parties intend that with respect to the Amendment Documents, faxed signatures and electronically imaged signatures, such as .pdf files and signatures executed using third party electronic signature capture service providers, which comply with E- Sign, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, shall constitute original signatures and are binding on all parties. The parties intend that subsequent certifications and other documentation delivered by Borrower in connection with the Amendment Documents may be delivered in accordance with, and shall be governed by E-Sign, the New York State Electronic Signatures and Records Act or any other similar state law based on the Uniform Electronic Transactions Act, and shall be binding on such parties. The original documents shall be promptly delivered, if requested.
SECTION 11. Limited Effect. Except as expressly amended hereby, the Original Loan and Security Agreement shall continue in full force and effect in accordance with its terms. Reference to this Amendment need not be made in the Original Loan and Security Agreement, any other Program Document or any other instrument or document executed in connection therewith, or in any certificate, letter or communication issued or made pursuant to, or with respect to, the Original Loan and Security Agreement, any reference in any of such items to the Original Loan and Security Agreement being sufficient to refer to the Original Loan and Security Agreement as amended hereby on and after the Amendment Effective Date.
IN WITNESS WHEREOF, Borrower and Lender have caused this Amendment to be executed and delivered by their duly authorized officers as of the day and year first above written.

UNITED WHOLESALE MORTGAGE, LLC, as
Borrower


By: /s/ Blake Kolo                
Name: Blake Kolo                
Title: EVP, Chief Business Officer    


CITIBANK, N.A., as Lender


By: /s/ Arunthathi Theivakumaran        


Name: Arunthathi Theivakumaran        
Title: Vice President            

Conformed Version
through Amendment No. 1,
dated as of January 20, 2023

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT
dated as of September 30, 2022

between
UNITED WHOLESALE MORTGAGE, LLC
as Borrower,
and
CITIBANK, N.A.,
as Lender


TABLE OF CONTENTS
Page

ARTICLE I DEFINITIONS, ACCOUNTING MATTERS, APPLICABILITY
Section 1.01    Definitions; Construction
Section 1.02    Accounting Matters
ARTICLE II LOANS, BORROWING, PREPAYMENT
Section 2.01    Loans
Section 2.02    Note
Section 2.03    Funding Requests and Collateral Reporting
Section 2.04    Borrowing Base Reports
Section 2.05    Interest
Section 2.06    Increased Capital Costs
Section 2.07    [Reserved].
Section 2.08    Mandatory Repayment of Loans
Section 2.09    Optional Prepayment
Section 2.10    Commitment Fee
Section 2.11    Determination of Interest Rate.
ARTICLE III PAYMENTS; COMPUTATIONS; TAXES; FEES
Section 3.01    Payments and Computations, Etc
Section 3.02    Taxes
Section 3.03    Fees and Expenses
ARTICLE IV SECURITY INTEREST
Section 4.01    Security Interest
Section 4.02    Provisions Regarding Pledge of Eligible Servicing Rights to Be Included In Financing Statements
Section 4.03    Authorization of Financing Statements
Section 4.04    Lender’s Appointment as Attorney In Fact
Section 4.05    Release of Security Interest
ARTICLE V CONDITIONS PRECEDENT
Section 5.01    Conditions Precedent
Section 5.02    Further Conditions Precedent
ARTICLE VI REPRESENTATIONS AND WARRANTIES
Section 6.01    Representations and Warranties of the Borrower
Section 6.02    Representations Concerning the Collateral
ARTICLE VII COVENANTS
Section 7.01    Affirmative Covenants of Borrower
Section 7.02    Negative Covenants of the Borrower
Section 7.03    Notice of Certain Occurrences
ARTICLE VIII EVENTS OF DEFAULT
Section 8.01    Events of Default
Section 8.02    Remedies
i



ARTICLE IX ASSIGNMENT
Section 9.01    Restrictions on Assignments
Section 9.02    Evidence of Assignment; Endorsement on Notes
Section 9.03    Rights of Assignee
Section 9.04    Permitted Participants; Effect
Section 9.05    Voting Rights of Participants.
ARTICLE X INDEMNIFICATION
Section 10.01    Indemnities by the Borrower
Section 10.02    General Provisions
ARTICLE XI MISCELLANEOUS
Section 11.01    Amendments, Etc.
Section 11.02    Notices, Etc.
Section 11.03    No Waiver; Remedies
Section 11.04    Binding Effect; Assignability
Section 11.05    Agreement Constitutes Security Agreement; Governing Law; Submission To Jurisdiction; Waivers
Section 11.06    Entire Agreement
Section 11.07    Acknowledgement
Section 11.08    Captions and Cross References
Section 11.09    Execution in Counterparts
Section 11.10    Confidentiality
Section 11.11    Survival
Section 11.12    Set-Off
Section 11.13    Erroneous Payments
Section 11.14    Provisions Applicable to Freddie Mac and the Collateral





















ii



Schedules
Schedule I    Definitions
Schedule II    Collateral Account
Schedule III    [Reserved]
Schedule IV    [Reserved]
Schedule V    [Reserved]
Schedule VI    [Reserved]
Schedule VII    Agency Consent Agreements
Schedule 5.01    Conditions Precedent to the Effectiveness of this Agreement
Schedule 5.02    Conditions Precedent to each Loan
Schedule 6.01(t)    Borrower’s Existing Financing Facilities
Schedule 6.01(z)    Agency Financial Covenants
Schedule 6.02    Eligibility Criteria with respect to the Mortgage Loans
Schedule 7.01(g)    Borrower’s Accounts
Schedule 7.01(i)    Citibank, N.A. Required Investor Reports
Schedule 11.02    Notices
Exhibits
Exhibit 2.02(a)    Form of Note
Exhibit 2.03    Form of Borrower Funding Request
Exhibit 2.09    Form of Prepayment Notice
Exhibit 3.02-1    Form of U.S. Tax Compliance (For Foreign Participants That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 3.02-2    Form of U.S. Tax Compliance (For Foreign Participants That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 3.02-3    Form of U.S. Tax Compliance (For Foreign Lenders That Are Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 3.02-4    Form of U.S. Tax Compliance (For Foreign Lenders That Are Not Partnerships For U.S. Federal Income Tax Purposes)
Exhibit 4.04    Form of Power of Attorney
Exhibit 7.01    Form of Compliance Certificate
iii



This AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (as amended or supplemented from time to time, this “Agreement”) dated as of September 30, 2022, is between UNITED WHOLESALE MORTGAGE, LLC, a Michigan limited liability company, in its capacity as borrower and servicer (“Borrower”), and CITIBANK, N.A., a national banking association, (the “Lender”).
BACKGROUND
The Borrower wishes to obtain financing from time to time to provide funding for the origination, acquisition or holding of certain Eligible Servicing Rights, which Eligible Servicing Rights shall secure Loans (as defined herein) to be made by the Lender hereunder.
The Lender has agreed, subject to the terms and conditions of this Agreement (as defined herein), to provide such financing to the Borrower.
The parties previously entered into a Loan and Security Agreement, dated as of September 30, 2022 (as amended or supplemented from time to time, the “Existing LSA”).
The parties hereto have requested that the Existing LSA be amended and restated, in its entirety, subject to the terms and conditions of this Agreement.
Accordingly, for good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto hereby agree as follows:
ARTICLE I
DEFINITIONS, ACCOUNTING MATTERS, APPLICABILITY
Section 1.01    Definitions; Construction.
(a)Capitalized terms used herein and not otherwise defined herein shall have the meanings specified in Schedule I.
(b)All terms used in Article 9 of the UCC, and not specifically defined herein, are used herein as defined in such Article 9.
(c)The following rules of this subsection (c) apply unless the context requires otherwise. A gender includes all genders. Where a word or phrase is defined, its other grammatical forms have a corresponding meaning. A reference to a subsection, Section, Annex or Exhibit is, unless otherwise specified, a reference to a Section of, or annex or exhibit to, this Agreement. A reference to a party to this Agreement or another agreement or document includes the party’s successors and permitted substitutes or assigns. A reference to an agreement or document (including any Facility Document) is to the agreement or document as amended, modified, novated, supplemented or replaced, except to the extent prohibited thereby or by any Facility Document and in effect from time to time in accordance with the terms thereof. A reference to legislation or to a provision of legislation includes a modification or re-enactment of it, a legislative provision substituted for it and a regulation or statutory instrument issued under it. A reference to writing includes an electronic or a facsimile transmission and any means of reproducing words in a tangible and permanently visible form. A reference to conduct includes, without limitation, an omission, statement or undertaking, whether or not in writing. The words “hereof”, “herein”, “hereunder” and similar words refer to this Agreement as a whole and not to any particular provision of this Agreement. The term “including” is not limiting and means “including without limitation”. In the computation of periods of time from a specified date to a
1

later specified date, the word “from” means “from and including”, the words “to” and “until” each mean “to but excluding”, and the word “through” means “to and including”.
(d)Except where otherwise provided in this Agreement, any determination, consent, approval, statement or certificate made or confirmed in writing with notice to Borrower by Lender or an authorized officer of Lender provided for in this Agreement is conclusive and binds the parties in the absence of manifest error. A reference to an agreement includes a security interest, guarantee, agreement or legally enforceable arrangement whether or not in writing related to such agreement. Any Event of Default hereunder shall be deemed to be continuing unless explicitly waived in writing by Lender in its sole and absolute discretion and once waived in writing by Lender shall be deemed to be not continuing, subject to and in accordance with the terms and conditions of any applicable waiver.
(e)A reference to a document includes an agreement (as so defined) in writing or a certificate, notice, instrument or document, or any information recorded in computer disk form. Where the Borrower is required to provide any document to Lender under the terms of this Agreement, the relevant document shall be provided in writing or printed form unless Lender requests otherwise. At the request of Lender, the document shall be provided in computer disk form or both printed and computer disk form.
(f)This Agreement is the result of negotiations among, and has been reviewed by counsel to, Lender and Borrower, and is the product of all parties. In the interpretation of this Agreement, no rule of construction shall apply to disadvantage one party on the ground that such party proposed or was involved in the preparation of any particular provision of this Agreement or this Agreement itself. Except where otherwise expressly stated, Lender may give or withhold, or give conditionally, approvals and consents and may form opinions and make determinations at its absolute discretion. Any requirement of good faith, discretion or judgment by Lender shall not be construed to require Lender to request or await receipt of information or documentation not available when required from or with respect to Borrower or the Collateral.
(g)Any determination of materiality made by Lender pursuant to this Agreement shall be in its sole discretion acting in good faith.
Section 1.02    Accounting Matters. Except as otherwise expressly provided herein, all accounting terms used herein shall be interpreted, and all financial statements and certificates and reports as to financial matters required to be delivered to the Lender hereunder shall be prepared in accordance with GAAP.
ARTICLE II
LOANS, BORROWING, PREPAYMENT
Section 2.01    Loans. On the terms and subject to the conditions set forth in this Agreement, the Lender (i) shall make loans in an aggregate amount not to exceed the Committed Amount, and (ii) in the event that the Outstanding Aggregate Loan Amount is equal to the Committed Amount, may, in its sole discretion, make loans on an uncommitted basis in an aggregate amount not to exceed the Uncommitted Amount (each loan under the preceding subclauses (i) and (ii), a “Loan”) to the Borrower from time to time. The Lender shall distribute the proceeds of such Loan to the Borrower on the related Funding Date in accordance with Section 2.03.
Section 2.02    Note.
2

(a)The Loans made by the Lender shall be evidenced by a single promissory note of the Borrower, substantially in the form of Exhibit 2.02(a) hereto (the “Note”), dated the date hereof, payable to the Lender in a principal amount equal to the sum of the Committed Amount plus the Uncommitted Amount.
(b)The date, amount, and interest rate of each Loan made by the Lender to the Borrower, and each payment made on account of the principal thereof, shall be recorded by the Lender on its books and, prior to any transfer of the Note, noted by the Lender on the grid attached to the Note or any continuation thereof, provided, that failure of the Lender to make any such recordation or notation shall not affect the obligations of the Borrower to make a payment when due of any amount hereunder or under the Note in respect of the Loans.
Section 2.03    Funding Requests and Collateral Reporting.
(a)On any Funding Notice Date, Borrower may request Lender to make a Loan on the related Funding Date by delivering to Lender a Borrower Funding Request no later than 3:00 p.m. (New York City time) on such Funding Notice Date which shall become irrevocable by Borrower on or after 2:00 p.m. (New York City time) [***] Business Day prior to the related Funding Date. The amount of any Loan requested pursuant to a Borrower Funding Request shall be not greater than the related Available Loan Amount and shall not result in the Outstanding Aggregate Loan Amount exceeding the lesser of (i) the Borrowing Base and (ii) the sum of the Committed Amount plus the Uncommitted Amount. Lender shall have the obligation, subject to the terms and conditions of the Facility Documents, to enter into Loans with an aggregate outstanding amount of up to the Committed Amount and shall have no obligation to enter into Loans with respect to the Uncommitted Amount; provided that Lender shall provide Borrower with at least [***] Business Days’ prior written notice before exercising its discretion to cease entering into Loans with Borrower for all or any portion the Uncommitted Amount. Unless otherwise agreed to between Lender and Borrower in writing, all outstanding Loans at any one time shall be first deemed committed up to the Committed Amount and then the remainder, if any, shall be deemed uncommitted up the Uncommitted Amount. Lender shall not have the right, however, to terminate any Loans with respect to the Uncommitted Amount after the related Funding Date until the related Loan Repayment Date.
No later than [***] Business Days prior to each Funding Date (including the Initial Funding Date) where new Eligible Servicing Rights are to be added to the Collateral, Borrower shall deliver to Lender a Servicing Schedule (as of the related cut-off date) identifying all Eligible Servicing Rights to be pledged to Lender as Collateral under the terms and conditions of this Agreement and all Agency Obligations outstanding on the related Funding Date. Regardless of whether Borrower delivers a Borrower Funding Request during any calendar month, Borrower shall deliver to Lender or its designee (including any Person identified on Schedule 7.01(a) no later than the [***] Business Day of each month or as otherwise agreed to by Lender and Borrower (any such Business Day, the “Collateral Reporting Date”), (x) an Agency Obligations report, in a form mutually agreed to by Lender and Borrower, identifying all Agency Obligations outstanding on the date such report is submitted to Lender and (y) additional updated Servicing Schedules (as of the related cut-off date) with respect to all Eligible Servicing Rights that constitute the Collateral under the terms and conditions of this Agreement, which shall include all updates to the Collateral as reasonably requested by Lender since the delivery of the preceding Servicing Schedule. Notwithstanding anything contained herein to the contrary, all delivery requirements (including without limitation the Servicing Schedule) described above shall apply to each Borrower Funding Request.
In Lender’s determination of Collateral Value for any of the Eligible Servicing Rights hereunder, it shall apply the Market Value of the Eligible Servicing Rights in a related
3

Borrowing Base Report. Any excess of the amount funded on such Loan over the Borrowing Base as reflected in the related Borrowing Base Report shall result in a Borrowing Base Deficiency as set forth in Section 2.08(b) of this Agreement.
Notwithstanding anything to the contrary contained in this Section 2.03(a), Lender shall have the right to determine Market Value at any time in its sole discretion, exercised in good faith, and deliver an updated Borrowing Base Report to Borrower, reflecting such determination at any time. For purposes of preparing each Borrowing Base Report, Lender shall calculate the Collateral Value of the Eligible Servicing Rights described in the Servicing Schedule. Upon reasonable request by the Borrower, the Lender shall, from time to time, provide reasonable information regarding the Valuation Assumptions made for purposes of its determination of Market Value in any Borrowing Base Report, as well as is necessary to demonstrate that such Market Value has been determined in accordance with the MV Criteria.
(b)By delivering a Borrower Funding Request, Borrower represents and warrants to Lender that, after taking into account the amount of the requested Loan, all conditions precedent to such Loan specified in Section 5.02 of this Agreement have been satisfied.
Notwithstanding anything to the contrary contained in this Section 2.03 or Section 2.04, the Lender shall have the right to determine Market Value at any time in its sole discretion, acting in good faith. For purposes of preparing each Borrowing Base Report, the Lender shall calculate the Collateral Value of the Eligible Servicing Rights described in the related Servicing Schedule using the Market Value of such Eligible Servicing Rights determined in accordance with the terms hereof.
Section 2.04    Borrowing Base Reports.
(a)With respect to each Funding Date, the Lender shall determine the Market Value of the Eligible Servicing Rights to be pledged as security for a Loan on such Funding Date. In connection with such determination, Borrower shall provide to Lender the most recent servicing valuation conducted by a Valuation Agent with respect to the value of Borrower’s servicing portfolio in accordance with GAAP, on a quarterly basis (or more frequently, at Borrower’s sole discretion) upon such valuation becoming available. In addition to the foregoing, in connection with the determination of the Borrowing Base on each Funding Date, the Lender shall obtain a third party valuation by a Valuation Agent of the related Eligible Servicing Rights to be included in the Borrowing Base on such Funding Date; provided, that the Lender shall have no obligation to use any valuation obtained or delivered by Borrower as set forth above and shall have the right to determine the Market Value of the related Eligible Servicing Rights at any time in its sole discretion in accordance with the MV Criteria.
Section 2.05    Interest. Interest shall accrue on each Loan for each day during a related Interest Period at a per annum rate equal to the product of (x) the outstanding principal balance of such Loan on such day, multiplied by (y) the Interest Rate. Interest on the Loans and other amounts outstanding hereunder is due on each Monthly Settlement Date and shall accrue daily from the applicable Funding Date at the Interest Rate or such other rate provided for hereunder (including the Post-Default Rate, if applicable), until repaid in accordance with the applicable terms and conditions hereof. The Lender shall determine the Benchmark for each Loan, which may be calculated or reset on a daily basis by the Lender, and provide notice of such determination to the Borrower. The Lender shall also calculate the amount of interest or other amounts due, to be paid by the Borrower from time to time hereunder (including in connection with any prepayment or repayment of Loans permitted hereunder) and shall provide a written statement thereof to the Borrower at least [***] Business Days prior to the due date of such
4

payments (or the relevant repayment or prepayment after having received a notice thereof); provided, that failure to provide such statements on a timely basis shall not relieve the Borrower of the obligation to pay any interest and principal due on the applicable payment date (based upon its good faith calculation of the amount due, such amount to be promptly reconciled after receipt of a subsequent statement from the Lender) and other such amounts hereunder promptly upon receipt of such statement.
Section 2.06    Increased Capital Costs. If any change to a Requirement of Law (other than with respect to any amendment made to Lender’s organizational or governing documents) or any change in the interpretation or application thereof or compliance by Lender with any request or directive (whether or not having the force of law) from any central bank or other Governmental Authority made subsequent to the date hereof:
(a)shall subject Lender to any Taxes (other than (A) Indemnified Taxes, (B) Taxes described in clauses (b) through (f) of the definition of Excluded Taxes and (C) Connection Income Taxes) with respect to this Agreement or any Loans made pursuant to it;
(b)shall impose, modify or hold applicable any reserve, special deposit, compulsory advance or similar requirement against assets held by deposits or other liabilities in or for the account of the Loans or extensions of credit by, or any other acquisition of funds by any office of Lender; or
(c)shall impose on Lender any other condition;
and the result of any of the foregoing is to increase the cost to Lender, by an amount which Lender deems to be material, of effecting or maintaining any loans or transactions hereunder, or to reduce any amount receivable hereunder in respect thereof, then, in any such case, Lender shall give Borrower prompt notice thereof by delivering to Borrower a certificate with reasonable detail as to any additional amounts payable pursuant to this subsection as calculated by Lender in good faith (a “Yield Protection Notice”), which shall be conclusive in the absence of manifest error. Borrower shall, at its option, within [***] Business Days of its receipt of any such Yield Protection Notice, either (A) (1) notify Lender of its intent to terminate this Agreement (without the imposition of any form of penalty, breakage costs or exit fees) and (2) pay all Obligations hereunder within [***] days of such notice to Lender or (B) pay Lender such additional amount or amounts as will compensate Lender for such increased cost or reduced amount receivable thereafter incurred; provided that, with respect to the immediately preceding clause (B), Borrower shall only be obligated to pay those amounts pursuant to this Section 2.06(c) to the extent incurred by Lender (1) within [***] days prior to delivery of the Yield Protection Notice to Borrower or (2) on or after delivery of such Yield Protection Notice to Borrower. In the event Borrower elects to terminate this Agreement and pay all Obligations hereunder pursuant to clause (A) above, in no event shall Borrower pay (i) any increased costs specified in the Yield Protection Notice or (ii) any increased costs accrued during the [***] days prior to receipt of such Yield Protection Notice.
If Lender shall have determined in good faith that either (A) the adoption of or any change in any Requirement of Law regarding capital adequacy or in the interpretation or application thereof or compliance by Lender or any corporation controlling Lender with any request or directive regarding capital adequacy (whether or not having the force of law) from any Governmental Authority or Official Body made subsequent to the date hereof; or (B) compliance by Lender or any corporation controlling Lender with: (1) any directive or request from any Governing Authority or Official Body (whether or not having the force of law) imposed after the date hereof or (2) the requirements of, whether such compliance is commenced prior to or after the date hereof, any of (x) Basel III or (y) the Dodd-Frank Act, or any existing rules, regulations,
5

guidance, interpretations or directives from the United States bank regulatory agencies relating to Basel III or the Dodd-Frank Act; shall have the effect of reducing the rate of return on Lender’s or such corporation’s capital to a level below that which Lender or such corporation (taking into consideration Lender’s or such corporation’s policies with respect to capital adequacy) by an amount deemed by Lender to be material to the extent Lender or such corporation determines such increase in capital to be attributable to the existence of the obligations or agreements of Lender hereunder, then, in any such case, Lender shall give Borrower prompt notice thereof by delivering to Borrower a certificate with reasonable detail as to any additional amounts payable pursuant to this subsection as calculated by Lender in good faith (a “Capital Adequacy Notice”), which shall be conclusive in the absence of manifest error. Borrower shall, at its option, within [***] Business Days of its receipt of any such Capital Adequacy Notice, either (A) (1) notify Lender of its intent to terminate this Agreement (without the imposition of any form of penalty, breakage costs or exit fees) and (2) pay all Obligations hereunder within [***] days of such notice to Lender or (B) pay Lender such additional amount or amounts as will compensate Lender for such reduction; provided that, with respect to the immediately preceding clause (B), Borrower shall only be obligated to pay those amounts pursuant to this Section 2.06(c) to the extent incurred by Lender (1) within [***] days prior to delivery of the Capital Adequacy Notice to Borrower or (2) on or after delivery of such Capital Adequacy Notice to Borrower. In the event Borrower elects to terminate this Agreement and pay all Obligations hereunder pursuant to clause (A) above, in no event shall Sellers pay (i) any increased costs specified in the Capital Adequacy Notice or (ii) any increased costs accrued during the [***] days prior to receipt of such Capital Adequacy Notice.
If Lender becomes entitled to claim any additional amounts pursuant to this Section, it shall promptly notify the Borrower of the event by reason of which it has become so entitled; provided that Borrower shall only be obligated to pay such additional amounts to the extent Lender provides written notice of such amounts to the Borrower within [***] days following Lender becoming aware of the incurrence of any such increased costs. A certificate as to any additional amounts payable pursuant to this subsection submitted by Lender to the Borrower shall be conclusive in the absence of manifest error.
Section 2.07    [Reserved].
Section 2.08    Mandatory Repayment of Loans.
(a)The Borrower shall repay the Outstanding Aggregate Loan Amount with respect to all Loans and all other amounts due under this Agreement in full on the Loan Repayment Date. Loans may be prepaid in accordance with the terms of Section 2.09 hereof and, to the extent prepaid, may be re-borrowed hereunder in accordance with the terms hereof (including satisfaction of all conditions precedent contained in Section 5.02).
(b)If, on any Business Day (a “Borrowing Base Shortfall Day”), the Lender provides written notice to the Borrower that the Lender has determined in its sole reasonable discretion based on the Borrowing Base Report most recently delivered by the Lender pursuant to Section 2.04 that the Outstanding Aggregate Loan Amount on such day exceeds the lesser of (i) the Borrowing Base and (ii) the Committed Amount plus the Uncommitted Amount on such day by an amount (such circumstance, a “Borrowing Base Deficiency”), the Borrower shall no later than 5:00 p.m. (New York City time) on the next succeeding Business Day following the Borrowing Base Shortfall Day repay outstanding Loans (including accrued interest thereon), in an amount equal to the amount of the Borrowing Base Deficiency specified in the notice provided to the Borrower by the Lender (such requirement a “Margin Call”). Notwithstanding the prior sentence, Lender shall not require a Margin Call to be cured unless the related Borrowing Base Deficiency exceeds the Deficiency Threshold, either individually or on an
6

aggregate basis with any other Borrowing Base Deficiencies that have occurred hereunder unless (i) there is a Margin Deficit in existence under the Master Repurchase Agreement or (ii) a Default or Event of Default has occurred. Any Borrowing Base Deficiency shall be cured, and the related Margin Call satisfied, in cash. Notwithstanding the foregoing, any Fannie Stop-Loss Cap Failure Borrowing Base Deficiency or Freddie Mac Claims Cap Failure Borrowing Base Deficiency shall not be subject to the Deficiency Threshold or other provisions set forth in the preceding sentence.
(c)Borrower may request that Lender consent to Borrower entering into an Excess Yield Transaction by delivering notice to Lender (an “EYT Notice”), at least [***] Business Days prior to the closing date of such Excess Yield Transaction (the “Excess Yield Transaction Date”). Each EYT Notice shall identify the Excess Yield Transaction Date and the proposed Released Excess Yield Mortgages and request that Lender (i) releases its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction, solely with respect to Released Excess Yield Mortgages, and (ii) consent to the filing of an applicable UCC-3 reflecting such release. Following receipt of an EYT Notice, Lender shall deliver a Borrowing Base Report to Borrower with respect to the Collateral related to the Retained Citi Covered Mortgages. To the extent Lender determines, in its sole reasonable discretion based on such Borrowing Base Report, and as otherwise permitted by Section 2.01 herein, that the Outstanding Aggregate Loan Amount on such day is less than the Borrowing Base on such day, Lender shall release its Lien on the portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction and consent to the filing of an applicable UCC-3 reflecting such release, solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield); unless, (1) there is any Margin Deficit in existence as of the Excess Yield Transaction Date, (2) any Default or Event of Default has occurred, (3) any Margin Deficit, Default or Event of Default would occur due to Lender releasing such portion of its Lien on the Collateral or (4) the Excess Yield Transaction fails to close.
Section 2.09    Optional Prepayment. The Borrower may, at its option, prepay without penalty or premium any Loan advanced hereunder in full or in part on any Business Day (each an “Optional Prepayment Date”). Any such prepayment received by the Lender by 1:00 p.m. (New York City time) together with a Prepayment Notice on such Optional Prepayment Date shall be applied by the Lender on such Business Day. Any such prepayment received by the Lender after 1:00 p.m. (New York City time) on such Optional Prepayment Date shall be applied by the Lender on the following Business Day.
For the avoidance of doubt, except with respect to a payment in full pursuant to Section 2.06, any optional prepayment in full shall not result in the termination of this Agreement unless such termination is declared in writing by the Borrower, acting in its discretion.
Section 2.10    Commitment Fee/Adjustment to Uncommitted Amount. The Borrower agrees to pay to the Lender the Commitment Fee, if any, in accordance with the terms set forth in the Pricing Side Letter. Provided that no Default or Event of Default has occurred or is continuing, Borrower shall have the right, from time to time, to adjust the Uncommitted Amount hereunder in accordance with Section 3 of the Pricing Side Letter.
Section 2.11    Determination of Interest Rate.
(a)    Interest Rate. The Interest Rate of the Loan shall be based on: (A) the SOFR Rate with respect to the applicable Interest Period if the Loan is a SOFR Loan or (B) the Alternate Rate with respect to the applicable Interest Period if the Loan is an Alternate Rate Loan.
7


(b)    Term SOFR Conforming Changes. In connection with the use or administration of Term SOFR, Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower or any other party to this Loan Agreement or any other Facility Document. Lender will promptly notify Borrower of the effectiveness of any Conforming Changes in connection with the use or administration of Term SOFR.

(c)    Benchmark Unavailability Period. During a Benchmark Unavailability Period, the component of the Interest Rate based on Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) shall during such Benchmark Unavailability Period be replaced with the Prime Rate.

(d)    Subject to the terms and conditions hereof, the Loan shall be either a SOFR Loan or an Alternate Rate Loan, as applicable, and Borrower shall pay interest on the outstanding principal balance of the Loan at the SOFR Rate or at the Alternate Rate, as applicable, for each day in the applicable Interest Period. Each determination by Lender of the Interest Rate shall be conclusive and binding upon Borrower for all purposes, absent manifest error. If and to the extent part of the Conforming Changes, any change in the rate of interest hereunder due to a change in the Benchmark shall become effective as of the opening of business on the first day on which such change in the Benchmark shall become effective.

(e)    Effect of Benchmark Transition.

(i)    Notwithstanding anything to the contrary herein or in any other Facility Document, if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred prior to the Periodic Term SOFR Determination Day (or if the Benchmark is not the Term SOFR Reference Rate, the Determination Date for such other Benchmark) for any day in any Interest Period, the Benchmark Replacement will replace the then-current Benchmark for all purposes hereunder or under any Facility Document in respect of such determination and all determinations on all subsequent dates (without any amendment to, or further action or consent of any other party to, this Agreement).

(ii)    Benchmark Replacement Conforming Changes. In connection with the use, administration, adoption, or implementation of a Benchmark Replacement, Lender will have the right to make Conforming Changes from time to time and, notwithstanding anything to the contrary herein or in any other Facility Document, any amendments implementing such Conforming Changes will become effective without any further action or consent of Borrower or any other party to this Agreement or any other Facility Document.

(iii)    Lender will promptly notify Borrower of (i) the Benchmark Replacement Date, (ii) the implementation of any Benchmark Replacement, (iii) the effectiveness of any Conforming Changes, and/or (iv) any Benchmark Unavailability Period. Any determination, decision or election that may be made by Lender pursuant to this Section 2.11, including any determination with respect to a rate or adjustment or of the occurrence or non-occurrence of an event, circumstance or date and any decision to take or refrain from taking any action or any selection, will be conclusive and binding absent manifest error and may be made in its sole discretion and without consent from Borrower.

8

(iv)    Notwithstanding any provision of this Agreement to the contrary, in no event shall Borrower have the right to convert the Loan to an Alternate Rate Loan.

(f)    Disclaimer. Lender does not warrant or accept any responsibility for, and shall not have any liability with respect to (i) the administration, submission or any other matter related to Term SOFR or with respect to any alternative or successor rate thereto, or replacement rate thereof (including, without limitation any Benchmark Replacement implemented hereunder), (ii) the composition or characteristics of any Benchmark Replacement, including whether it is similar to, or produces the same value or economic equivalence to Term SOFR (or any other Benchmark) or have the same volume or liquidity as did Term SOFR (or any other Benchmark), (iii) any actions or use of its discretion or other decisions or determinations made with respect to any matters covered by this Section 2.11 including, without limitation, whether or not a Benchmark Transition Event has occurred, the removal or lack thereof of unavailable or non-representative tenors, the implementation or lack thereof of any Conforming Changes, the delivery or non-delivery of any notices required by this Section 2.11 or otherwise in accordance herewith, and (iv) the effect of any of the foregoing provisions of this Section 2.11 on Borrower, its shareholders or any Affiliates Borrower or on any financial products or agreements in effect or offered by the Borrower or any Affiliates of the Borrower.
(g)    Borrower Repayment. In the event that Borrower determines that the Benchmark Replacement is unacceptable, Borrower shall provide notice of same to Lender within [***] Business Days of receipt of notice from Lender of the Benchmark Replacement and Borrower shall have the right to terminate this Agreement, on or prior to the date that is [***] Business Days following receipt of such notice (such date, the “Optional Repayment Date”), without the imposition of any form of penalty, breakage costs or exit fees. In the event that Borrower elects to terminate this Agreement in accordance with the foregoing, it shall pay the outstanding Obligations, including all unpaid fees and expenses due to Lender, on or prior to the Optional Repayment Date.
ARTICLE III
PAYMENTS; COMPUTATIONS; TAXES; FEES
Section 3.01    Payments and Computations, Etc.
(a)Unless otherwise expressly stated herein, all amounts to be paid or deposited hereunder shall be paid or deposited in accordance with the terms hereof no later than 5:00 p.m. (New York time) on the day when due in lawful money of the United States of America in same day funds.
(b)The Borrower shall, to the extent permitted by law, pay interest on all amounts (including principal, accrued interest and fees) due but not paid on the date such payment is due hereunder as provided herein, for the period from, and including, such due date until, but excluding, the date paid, at the applicable Default Rate, payable on demand; provided, however that such interest rate shall not at any time exceed the maximum rate permitted by applicable law.
(c)All computations of interest and fees hereunder shall be made on the basis of a year of 360 days for the actual number of days elapsed (including the first day but excluding the last day) occurring in the period for which payable.
(d)The Borrower agrees that the principal of and interest on the Loans shall be a recourse obligation of the Borrower.
9

(e)All payments made by the Borrower under this Agreement shall be made without set-off or counterclaim.
Section 3.02    Taxes.
(a)Payments Free of Taxes; Obligation to Withhold; Payments on Account of Taxes.
(i)Any and all payments by or on account of any obligation of the Borrower hereunder or under any other Facility Document shall to the extent permitted by Applicable Law be made free and clear of and without reduction or withholding for any Taxes. If, however, Applicable Law requires the Borrower to withhold or deduct any Tax, such Tax shall be withheld or deducted in accordance with Applicable Law as determined by the Borrower upon the basis of the information and documentation to be delivered pursuant to subsection (d) below.
(ii)If the Borrower shall be required by Applicable Law to withhold or deduct any Taxes, including both United States federal backup withholding and withholding taxes, from any payment, then (A) the Borrower shall withhold or make such required deductions, (B) the Borrower shall timely pay the full amount withheld or deducted to the relevant Governmental Authority in accordance with Applicable Law, and (C) to the extent that the withholding or deduction is made on account of Indemnified Taxes or Other Taxes, the sum payable by the Borrower shall be increased as necessary so that after any required withholding or the making of all required deductions (including deductions for Indemnified Taxes and Other Taxes applicable to additional sums payable under this Section) the Lender receives an amount equal to the sum it would have received had no such withholding or deduction been made.
(b)Tax Indemnification. Without limiting the provisions of subsection (a) above or duplicating the payment obligations set forth therein, the Borrower shall, and does hereby, indemnify the Lender and shall make payment in respect thereof within [***] days after written demand therefor, for the full amount of any Indemnified Taxes or Other Taxes (including Indemnified Taxes or Other Taxes imposed or asserted on or attributable to amounts payable under this Section) otherwise imposed on the Lender, and any penalties, interest and reasonable expenses arising therefrom or with respect thereto, whether or not such Indemnified Taxes or Other Taxes were correctly or legally imposed or asserted by the relevant Governmental Authority; provided that the Lender gives the Borrower written evidence of the imposition or assertion of such Indemnified Taxes or Other Taxes and/or the incurrence of such penalties, interest or expenses, as the case may be; provided further that if the Lender fails to give notice to Borrower of the imposition of any Indemnified Taxes or Other Taxes within [***] days following its receipt of actual written notice of the imposition of such Indemnified Taxes or Other Taxes, there will be no obligation for Borrower to pay interest or penalties attributable to the period beginning after such [***] day and ending [***] days after Borrower receives notice from the Lender.
(c)Evidence of Payments. As soon as practicable, after any payment of Taxes by the Borrower to a Governmental Authority as provided in this Section 3.02, the Borrower shall deliver to the Lender the original or a certified copy of a receipt issued by such Governmental Authority evidencing such payment, a copy of any return required by Applicable Law to report such payment or other evidence of such payment reasonably satisfactory to the Lender.
(d)Status of Lenders; Tax Documentation.
10

(i)The Lender shall deliver to the Borrower, at the time or times prescribed by Applicable Law or when reasonably requested by the Borrower, such duly and properly completed and executed documentation prescribed by Applicable Law or by the taxing authorities of any jurisdiction and such other reasonably requested information as will permit the Borrower to determine (A) whether or not payments made hereunder or under any other Facility Document are subject to Taxes, (B) if applicable, the required rate of withholding or deduction, and (C) the Lender’s entitlement to any available exemption from, or reduction of, applicable Taxes in respect of all payments to be made to such Lender by the Borrower pursuant to this Agreement or any other Facility Document or otherwise to establish such Lender’s status for withholding tax purposes in the applicable jurisdiction.
(ii)Without limiting the generality of the foregoing, if the Borrower is a “United States person” as defined in section 7701(a)(30) of the Code,
(1)any Lender that is a “United States person” within the meaning of section 7701(a)(30) of the Code shall deliver to the Borrower duly completed and executed originals of Internal Revenue Service Form W-9 or such other documentation or information prescribed by applicable Laws or reasonably requested by the Borrower as will enable the Borrower to determine whether or not such Lender is subject to backup withholding or information reporting requirements; and
(2)any Foreign Lender shall, to the extent it is legally entitled to do so, deliver to the Borrower (in such number of copies as shall be requested by the Borrower) on or prior to the date on which such Foreign Lender becomes a Lender under this Agreement (and from time to time thereafter upon the reasonable request of the Borrower, whichever of the following is applicable:
(I)in the case of a Foreign Lender claiming the benefits of an income tax treaty to which the United States is a party (x) with respect to payments of interest under any Loan Document, duly completed and executed copies of the IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding Tax pursuant to the “interest” article of such tax treaty and (y) with respect to any other applicable payments under any Loan Document, IRS Form W-8BEN or IRS Form W-8BEN-E establishing an exemption from, or reduction of, U.S. federal withholding tax pursuant to the “business profits” or “other income” article of such tax treaty,
(II)duly completed and executed originals of Internal Revenue Service Form W-8ECI,
(III)to the extent a Foreign Lender is not the beneficial owner, executed copies of IRS Form W-8IMY, accompanied by IRS Form W-8ECI, IRS Form W-8BEN, IRS Form W 8BEN-E, a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.02-2 or Exhibit 3.02-3, IRS Form W-9, and/or other certification documents from each beneficial owner, as applicable; provided that if the Foreign Lender is a partnership and one or more direct or indirect partners of such Foreign Lender are claiming the portfolio interest exemption, such Foreign Lender may provide a U.S. Tax Compliance Certificate substantially in the form of Exhibit 3.02-4 on behalf of each such direct and indirect partner,
(IV)in the case of a Foreign Lender claiming the benefits of the exemption for portfolio interest under section 881(c) of the Code, (x) a certificate substantially in the form of Exhibit 3.02-1 to the effect that such Foreign Lender is not
11

(A) a “bank” within the meaning of section 881(c)(3)(A) of the Code, (B) a “10 percent shareholder” of the Borrower within the meaning of section 881(c)(3)(B) of the Code, or (C) a “controlled foreign corporation” described in section 881(c)(3)(C) of the Code and (y) duly completed and executed originals of Internal Revenue Service Form W-8BEN-E, or
(V)duly completed and executed originals of any other form prescribed by applicable Laws as a basis for claiming exemption from or a reduction in United States Federal withholding tax together with such supplementary documentation as may be prescribed by Applicable Law to permit the Borrower to determine the withholding or deduction required to be made.
(iii)If a payment made to a Lender hereunder or under any Facility Document would be subject to U.S. federal withholding Tax imposed by FATCA if such Lender were to fail to comply with the applicable reporting requirements of FATCA (including those contained in Section 1471(b) or 1472(b) of the Code, as applicable), such Lender shall deliver to the Borrower at the time or times prescribed by law and at such time or times reasonably requested by the Borrower such documentation prescribed by Applicable Law (including as prescribed by Section 1471(b)(3)(C)(i) of the Code) and such additional documentation reasonably requested by the Borrower as may be necessary for the Borrower to comply with their obligations under FATCA and to determine that such Lender has complied with such Lender’s obligations under FATCA or to determine the amount, if any, to deduct and withhold from such payment. Solely for purposes of this clause (iii), “FATCA” shall include any amendments made to FATCA after the date of this Agreement.
(e)The Lender shall (A) promptly notify the Borrower of any change in circumstances which would modify or render invalid any claimed exemption or reduction, and (B) cooperate, in its reasonable discretion, with the Borrower to mitigate any requirement of Applicable Law of any jurisdiction in which the Borrower may be required to withhold or deduct any taxes from amounts payable to Lender hereunder.
(f)Treatment of Certain Refunds. If any party determines, in its sole discretion exercised in good faith, that it has received a refund of any Taxes as to which it has been indemnified pursuant to this Section (including by the payment of additional amounts pursuant to this Section), it shall pay to the indemnifying party an amount equal to such refund (but only to the extent of indemnity payments made under this Section with respect to the Taxes giving rise to such refund), net of all out-of-pocket expenses (including Taxes) of such indemnified party and without interest (other than any interest paid by the relevant Governmental Authority with respect to such refund). Such indemnifying party, upon the request of such indemnified party, shall repay to such indemnified party the amount paid over pursuant to this paragraph (f) (plus any penalties, interest or other charges imposed by the relevant Governmental Authority) in the event that such indemnified party is required to repay such refund to such Governmental Authority. Notwithstanding anything to the contrary in this paragraph (f), in no event will the indemnified party be required to pay any amount to an indemnifying party pursuant to this paragraph (f) the payment of which would place the indemnified party in a less favorable net after-Tax position than the indemnified party would have been in if the Tax subject to indemnification and giving rise to such refund had not been deducted, withheld or otherwise imposed and the indemnification payments or additional amounts with respect to such Tax had never been paid. This paragraph shall not be construed to require any indemnified party to make available its Tax returns (or any other information relating to its Taxes that it deems confidential) to the indemnifying party or any other Person.
12

Section 3.03    Fees and Expenses. The Borrower agrees to pay to the Lender all of Lender’s reasonable, documented and out-of-pocket costs and expenses (including reasonable fees and expenses of Lender’s counsel) incurred in connection with the development, preparation, negotiation, administration, enforcement and execution of, and any amendment, waiver, supplement or modification to, this Agreement, any other Facility Document or any other documents prepared in connection herewith or therewith and consummation and administration of the Loans contemplated hereby and thereby including, without limitation, (i) all the reasonable fees, disbursements and expenses of counsel to Lender, and (ii) all the due diligence, valuation, inspection, testing and review expenses (including but not limited to any asset level review of any Collateral and all on-going due diligence and valuation costs) incurred by Lender with respect to the Collateral under this Agreement subject to the terms and provisions set forth in Section 7.01(d) regarding the Diligence Expenses subject to the Pre-Default Diligence Cap.
ARTICLE IV
SECURITY INTEREST
Section 4.01    Security Interest. As security for the prompt payment and performance of all of its Obligations, the Borrower hereby assigns and pledges to the Lender, and grants a security interest, subject and subordinate to Freddie Mac’s Superior Interest and the interests of Fannie Mae and Freddie Mac as set forth in Section 4.02 and in the related Acknowledgement Agreement, but only to the extent that a related Acknowledgment Agreement has been executed, to the Lender, all of the Borrower’s right, title and interest, in, to, and under, whether now held, owned or hereafter acquired, in all of the following, whether now or hereafter existing and wherever located, as applicable: (i) the Pledged Servicing Rights whether or not yet accrued, earned due or payable as well as all other present and future rights and interests of the Borrower in such Pledged Servicing Rights, (ii) all books and records, including computer disks and other records or physical or virtual data or information, related to the foregoing (but excluding computer programs) and (iii) all monies due or to become due with respect to the foregoing and all proceeds of the foregoing (collectively, the “Collateral”); provided that the Borrower shall not assign or pledge to the Lender, or grant a security interest in any of the Borrower’s right, title and interest, in, to or under the Borrower’s rights to reimbursement for any servicing advances related to mortgage contract servicing rights subject to a Servicing Contract or Excess Yield.
Section 4.02    Provisions Regarding Pledge of Eligible Servicing Rights to Be Included In Financing Statements.
(a)[Reserved].
(b)Notwithstanding anything to the contrary in the Agreement or any of the other Facility Documents, the security interest of the Lender created hereby with respect to the Pledged Servicing Rights is subject to the following provisions to be included in each financing statement filed in respect hereof:
For Fannie Mae Servicing Rights: The Security Interest described herein is subordinate to all rights of Fannie Mae under (i) the terms of an Acknowledgment Agreement, with respect to the Security Interest among Fannie Mae, United Wholesale Mortgage, LLC (the “Debtor”) and Citibank, N.A., and (ii) the Mortgage Selling and Servicing Contract, the Fannie Mae Selling Guide, the Fannie Mae Servicing Guide and all supplemental servicing instructions or directives provided by Fannie Mae, all applicable master agreements, recourse agreements, repurchase agreements, indemnification agreements, loss-sharing agreements, and any other agreements between Fannie Mae and the Debtor, and all as amended, restated or supplemented from time to time (collectively, the “Fannie Mae Lender Contract”), which rights include the right of
13

Fannie Mae to terminate the Fannie Mae Lender Contract with or without cause and the right to sell, or have transferred, the Servicing Rights.
For Freddie Mac Servicing Contract Rights: Notwithstanding anything to the contrary herein, the security interest publicized or perfected by this financing statement is subject and subordinate in each and every respect to (a) all rights, powers and prerogatives of the Federal Home Loan Mortgage Corporation (“Freddie Mac”) under and in connection with the Acknowledgment Agreement among Freddie Mac, the debtor and the secured party (as amended, modified, restated or supplemented from time to time, the “AA”), and the Purchase Documents (as defined in the AA), which include, without limitation, the right of Freddie Mac to disqualify (in whole or in part) the debtor as a Freddie Mac-approved Seller/Servicer, with or without cause, and the right to terminate (in whole or in part) the Servicing Contract (as defined in the AA) and to transfer and sell all or any portion of the Servicing Contract Rights (as defined in the AA), as provided in the Purchase Documents, (b) all of Freddie Mac’s Claims (as defined in the AA), and (c) the first-priority security interest of Freddie Mac in the Freddie Mac Collateral (as defined in the AA).
Section 4.03    Authorization of Financing Statements. To the extent permitted by applicable law, the Borrower hereby authorizes the Lender to file any financing or continuation statements required to perfect, protect, or more fully evidence the Lender’s security interest in the Collateral granted hereunder. The Lender will notify the Borrower of any such filing (but the failure to deliver such notice shall not prejudice any rights of the Lender under this Section 4.03).
Section 4.04    Lender’s Appointment as Attorney In Fact.
(a)Subject to the Freddie Mac Requirements, the Borrower hereby irrevocably constitutes and appoints the Lender and any officer or agent thereof, with full power of substitution, as its true and lawful attorney-in-fact with full irrevocable power and authority in the place and stead of the Borrower and in the name of the Borrower or in its own name, from time to time in the Lender’s discretion, if an Event of Default, shall have occurred and be continuing, for the purpose of carrying out the terms of this Agreement, to take any and all appropriate action and to execute any and all documents and instruments which may be necessary or desirable to accomplish the purposes of this Agreement to the extent such actions are permitted to be taken by the Lender under any Acknowledgement Agreement, and, without limiting the generality of the foregoing, the Borrower hereby gives the Lender the power and right, on behalf of the Borrower, without assent by, but with prior written notice to, the Borrower, if an Event of Default shall have occurred and be continuing, to do the following (subject to the Freddie Mac Requirements and the terms of each Acknowledgement Agreement):
(i)in the name of the Borrower or its own name, or otherwise, to take possession of and endorse and collect any checks, drafts, notes, acceptances or other instruments for the payment of moneys due under any mortgage insurance or with respect to any other Collateral and to file any claim or to take any other action or proceeding in any court of law or equity or otherwise deemed appropriate by the Lender for the purpose of collecting any and all such moneys due under any such mortgage insurance or with respect to any other Collateral whenever payable;
(ii)(A) to direct any party liable for any payment under any Collateral to make payment of any and all moneys due or to become due thereunder directly to the Lender or as the Lender shall direct; (B) to ask or demand for, collect, receive payment of and receipt for, any and all moneys, claims and other amounts due or to become due at any time in respect of or arising out of any Collateral; (C) to sign and endorse any invoices, assignments, verifications,
14

notices and other documents in connection with any of the Collateral; (D) to commence and prosecute any suits, actions or proceedings at law or in equity in any court of competent jurisdiction to collect the Collateral or any part thereof and to enforce any other right in respect of any Collateral; (E) in connection with the above, to give such discharges or releases as the Lender may deem appropriate; and (F) generally, to sell, transfer, pledge and make any agreement with respect to or otherwise deal with any of the Collateral as fully and completely as though the Lender were the absolute owner thereof for all purposes, and to do, at the Lender’s option and the Borrower’s expense, at any time, or from time to time, all acts and things which the Lender deems necessary to protect, preserve or realize upon the Collateral and the Lender’s Liens thereon and to effect the intent of this Agreement, all as fully and effectively as the Borrower might do;
(iii)perform or cause to be performed, the Borrower’s obligations under any Servicing Contract to the extent permitted by the Freddie Mac Requirements and the related Acknowledgement Agreement.
The Borrower hereby ratifies all that said attorneys shall lawfully do or cause to be done by virtue hereof. This power of attorney is a power coupled with an interest and shall be irrevocable but shall terminate upon release of the Lender’s security interest as provided in Section 4.05. This power of attorney shall not revoke any prior powers of attorney granted by the Borrower.
(b)The Borrower also authorizes the Lender, at any time and from time to time, to execute, in connection with the sale provided for in Section 8.02(c) hereof, any endorsements, assignments or other instruments of conveyance or transfer with respect to the Collateral; provided that the exercise of such powers are in accordance with the Freddie Mac Requirements and the Acknowledgement Agreements.
(c)The powers conferred on the Lender are solely to protect the Lender’s interest in the Collateral and shall not impose any duty upon the Lender to exercise any such powers. The Lender shall be accountable only for amounts that it actually receives as a result of the exercise of such powers, and neither the Lender nor any of its officers, directors, or employees shall be responsible to the Borrower for any act or failure to act hereunder, except for its own gross negligence or willful misconduct; provided that the Lender shall exercise such powers only in accordance with this Agreement, the Freddie Mac Requirements and the Acknowledgement Agreements.
Section 4.05    Release of Security Interest.
        In connection with an Excess Yield Transaction and to the extent permitted in accordance with the provisions of Section 2.08(c) hereof, the Lender shall release its security interest in that portion of the Collateral that will be defined as Excess Yield upon consummation of the Excess Yield Transaction solely with respect to the Released Excess Yield Mortgages identified in the Partial Release (Excess Yield). Lender shall execute the Partial Release (Excess Yield) in favor of Freddie Mac, which evidences inter alia, the full release by the Lender of its Security Interest in, to and under the Excess Yield identified in such Partial Release (Excess Yield) and the Acknowledgement Agreement. Lender’s release will be effective on the Excess Yield Transaction Date. Notwithstanding anything contained herein to the contrary, in no event shall any release (referenced above or in Section 2.08(c)) of Lender include any Collateral pledged hereunder related to any Retained Citi Covered Mortgage.
Upon termination of this Agreement and repayment to the Lender of all Obligations and the performance of all obligations under the Facility Documents, the Lender shall release its security
15

interest in any remaining Collateral; provided that if any payment, or any part thereof, of any of the Obligations is rescinded or must otherwise be restored or returned by the Lender upon the insolvency, bankruptcy, dissolution, liquidation or reorganization of the Borrower, or upon or as a result of the appointment of a receiver, intervener or conservator of, or a trustee or similar officer for the Borrower or any substantial part of its Property, or otherwise, this Agreement, all rights hereunder and the Liens created hereby shall continue to be effective, or be reinstated, until such payments have been made.
The Lender shall, upon [***] Business Days (or, to the extent no Loans are outstanding and no other amounts are payable to Lender hereunder, [***] Business Day) advance written request from the Borrower accompanied by an updated Servicing Schedule, release its interest in a pool of Pledged Servicing Rights; provided, however, that prior to such release, Lender shall have been paid the full amount of any Loans outstanding and any accrued interest and other Obligations hereunder with respect to such Pledged Servicing Rights. Notwithstanding the foregoing, the Lender shall have no obligation to release any Collateral hereunder to the extent (a) any Default, Event of Default or Borrowing Base Deficiency has occurred and is continuing or (b) such release would result in a (i) Borrowing Base Deficiency or (ii) a Default or an Event of Default.
If requested by Freddie Mac, Lender shall promptly execute such further documentation as requested by Freddie Mac in order to further effectuate the terms and provisions of this Section 4.05 (including but not limited to any request pursuant to Section 14 of the Freddie Mac Acknowledgment Agreement). Freddie Mac shall be an express and intended third party beneficiary of this Section 4.05 and shall be entitled to rely upon this Section 4.05 in all respects. This Section 4.05 shall not be amended or modified without the express written consent of Freddie Mac.
ARTICLE V
CONDITIONS PRECEDENT
Section 5.01    Conditions Precedent. The effectiveness of this Agreement is subject to the condition precedent that the Lender shall have received each of the items set forth in Schedule 5.01 (unless otherwise indicated) dated such date, and in such form and substance, as is satisfactory to the Lender.
Section 5.02    Further Conditions Precedent. The funding of each Loan hereunder, and the automatic continuation of each Loan after the termination of the immediately preceding calendar month related to any Loan, shall in all events be subject to satisfaction of the further conditions precedent set forth in Schedule 5.02 as of the making of such Loan and as of each day on which any Loan remains outstanding.
ARTICLE VI
REPRESENTATIONS AND WARRANTIES
Section 6.01    Representations and Warranties of the Borrower. The Borrower represents and warrants to the Lender that throughout the term of this Agreement (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case, such representation or warranty shall have been true or correct as of such date):
(a)Organization and Good Standing. Borrower (a) is duly organized, validly existing and in good standing as a limited liability company, under the laws of the jurisdiction in which it was formed, (b) has all requisite corporate or other power, and has all governmental
16

licenses, authorizations, consents and approvals, necessary to own its assets and carry on its business as now being or as proposed to be conducted, (c) is qualified to do business and is in good standing in all other jurisdictions in which the nature of the business conducted by it makes such qualification necessary, except where failure so to qualify would not be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect, and (d) is in compliance in all material respects with all Requirements of Law and its Governing Documents.
(b)Power and Authority, Due Authorization. Borrower (i) has all necessary power and authority and legal right to (A) execute and deliver each of the Facility Documents to be executed and delivered by it in connection herewith, (B) carry out the terms of the Facility Documents to which it is a party, and (C) with respect to the Borrower, borrow the Loans and grant a security interest in the Collateral on the terms and conditions herein provided, and (ii) has taken all necessary corporate action to duly authorize (A) such borrowing and grant and (B) the execution, delivery, and performance of this Agreement and all of the Facility Documents to which it is a party.
(c)Binding Obligations. Each Facility Document to which Borrower is a party, when duly executed and delivered by it will constitute, legal, valid and binding obligations of Borrower enforceable against it in accordance with its respective terms, except as enforceability may be limited by bankruptcy, insolvency, moratorium, receivership and reorganization, or other similar laws affecting the enforcement of creditors’ rights generally and by general principles of equity, regardless of whether such enforceability is considered in a proceeding in equity or at law.
(d)No Breach. Neither (i) the execution and delivery of the Facility Documents, nor (ii) the consummation of the transactions therein contemplated in compliance with the terms and provisions thereof will conflict with or result in a breach of the applicable Governing Documents or any Requirement of Law, or other material agreement or instrument or Contractual Obligation, to which Borrower, or any of its Subsidiaries or Affiliates, is a party or by which any of them or any of their property is bound or to which any of them or their property is subject, or constitute a default under any such material agreement or instrument, or (except for the Liens created pursuant to this Agreement) result in the creation or imposition of any Lien upon any property of Borrower or any of its Subsidiaries or Affiliates, pursuant to the terms of any such agreement or instrument.
(e)No Proceedings. There are no actions, suits, arbitrations, investigations or proceedings pending or, to its knowledge, threatened against Borrower or any of its Subsidiaries or Affiliates or Subservicer affecting any of the property thereof before any Governmental Authority, (i) as to which individually or in the aggregate there is a reasonable likelihood of an adverse decision which would be reasonably likely to exceed the TNW Threshold, (ii) which questions the validity or enforceability of any of the Facility Documents or any action to be taken in connection with the transactions contemplated thereby, or (iii) which seeks to prevent the consummation of any transaction.
(f)Government and Agency Approvals. No authorization, consent, approval, or other action by, and no notice to or filing with, any Governmental Authority, including Fannie Mae, Freddie Mac, HUD or Ginnie Mae, is required for Borrower’s due execution, delivery or performance of any Facility Document to which it is a party except for (i) consents that have been obtained in connection with transactions contemplated by the Facility Documents, including consents obtained from Freddie Mac and Fannie Mae pursuant to the Acknowledgment Agreements, (ii) filings to perfect the security interest created by this Agreement, (iii) consents and approvals that may be required by Fannie Mae, Freddie Mac, HUD or Ginnie Mae from time to time after the Closing Date, and (iv) authorizations, consents, approvals, filings, notices, or
17

other actions the failure to make is not reasonably likely, individually or in the aggregate, to have a Material Adverse Effect.
(g)Solvency; Fraudulent Conveyance. As of the date hereof and immediately after giving effect to each Loan, the fair value of the assets of Borrower is greater than the fair value of the liabilities (including, without limitation, contingent liabilities if and to the extent required to be recorded as a liability on the financial statements of Borrower in accordance with GAAP) of Borrower, and, to the knowledge of Borrower, the related Servicer (if not Borrower) or the related Subservicer, as applicable, is and will be Solvent, is able and will be able to pay and is paying its debts as they mature and does not and will not have an unreasonably small amount of capital to engage in the business in which it is engaged and proposes to engage. Neither Borrower nor, to the knowledge of Borrower, the related Servicer (if not Borrower) or the related Subservicer, as applicable, intends to incur, or believes that it has incurred, debts beyond its ability to pay such debts as they mature. Neither Borrower nor, to the knowledge of Borrower, the related Servicer (if not Borrower) or the related Subservicer, as applicable, is contemplating the commencement of insolvency, bankruptcy, liquidation or consolidation proceedings or the appointment of a receiver, liquidator, conservator, trustee or similar official in respect of Borrower, such Servicer or such Subservicer, as applicable, or any of its respective assets. Borrower is not transferring any Eligible Servicing Rights with any intent to hinder, delay or defraud any of its creditors
(h)Margin Regulations. Borrower is not and will not be engaged in the business of extending credit for the purpose of purchasing or carrying margin stock (within the meaning of Regulation T, U or X), and no proceeds of any Loan will be used to purchase or carry any margin stock or to extend credit to others for the purpose of purchasing or carrying any margin stock or for any purpose that violates, or is inconsistent with, the provisions of Regulation T, U and X.
(i)Accurate Reports. The information, reports, financial statements, exhibits and schedules furnished in writing by or on behalf of Borrower or any of its Subsidiaries or Affiliates to Lender in connection with the negotiation, preparation or delivery of this Agreement and the other Facility Documents or included herein or therein or delivered pursuant hereto or thereto, when taken as a whole, do not contain any untrue statement of material fact or omit to state any material fact necessary to make the statements herein or therein, in light of the circumstances under which they were made, not misleading. All written information furnished after the date hereof by or on behalf of Borrower or any of its Subsidiaries or Affiliates to Lender in connection with this Agreement and the other Facility Documents and the transactions contemplated hereby and thereby will be true, complete and accurate in every material respect, or (in the case of projections) based on reasonable estimates, on the date as of which such information is stated or certified. With respect to any compliance certificate delivered pursuant to the terms of this Agreement, each item or field shall be complete except to the extent of any relevant information that has previously been provided to Lender and except as otherwise agreed by Lender. With respect to any other reports, certifications or any information provided in response to a reasonably specific request by Lender, such reports, certifications or other information shall be complete in all material respects. There is no fact known to a Responsible Officer of Borrower that, after due inquiry, would reasonably be likely to have a Material Adverse Effect that has not been disclosed herein, in the other Facility Documents or in a report, financial statement, exhibit, schedule, disclosure letter or other writing furnished to Lender for use in connection with the transactions contemplated hereby or thereby, unless Borrower notifies Lender in writing of any such fact within [***] Business Days of notice to, or knowledge of, a Responsible Officer. Notwithstanding the foregoing, this representation shall not apply to Agency Obligations reporting or any Servicing Schedule, each of which shall be covered by the covenant set forth in Section 6.02(c).
18

(j)No Default. Borrower is not in default under or with respect to any of its Contractual Obligations in any respect which should reasonably be expected to have a Material Adverse Effect. No Default or Event of Default has occurred and is continuing.
(k)Investment Company Act. Neither Borrower nor any of its Subsidiaries is an “investment company”, or a company “controlled” by an entity that is required to be registered under the Investment Company Act. Borrower is not subject to any Federal or state statute or regulation which limits its ability to incur indebtedness.
(l)Taxes. Borrower and its Subsidiaries and Affiliates have filed all federal income tax returns and all other material tax returns that are required to be filed by it and has paid all taxes due pursuant to such returns or pursuant to any assessment received by any of them, except for any such taxes, if any, that are being appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves have been provided. The charges, accruals and reserves on the books of Borrower and its Subsidiaries and Affiliates in respect of taxes and other governmental charges are, in the opinion of Borrower, adequate. Any taxes, fees and other governmental charges payable by Borrower in connection with the Loans and the execution and delivery of the Facility Documents have been or will be paid when due.
(m)No Adverse Actions. Neither Borrower nor the related Subservicer has received a written notice (which may include notice via e-mail or other electronic communication) from any of Fannie Mae, Freddie Mac and Ginnie Mae indicating any adverse fact or circumstance in respect of Borrower or Subservicer which adverse fact or circumstance may reasonably be expected to entitle any of Fannie Mae, Freddie Mac, and Ginnie Mae, as the case may be, to terminate Borrower or Subservicer as an approved seller/servicer (as applicable) with cause or with respect to which such adverse fact or circumstance has caused any of Fannie Mae, Freddie Mac, and Ginnie Mae to threaten to terminate, or consider the termination of, Borrower or Subservicer in such notice.
(n)Financial Statements. On or prior to the Effective Date, Borrower has furnished to Lender a copy of its audited consolidated balance sheet, as of December 31, 2021 with the opinion thereon of Deloitte & Touche LLP. Borrower has also furnished to the Lender the related consolidated statements of operations and changes in member’s equity and of cash flows for Borrower and its consolidated Subsidiaries for the one year period ending December 31, 2021, setting forth in comparative form the figures for the previous year. All such financial statements are complete and correct in all material respects and fairly present the consolidated financial condition of Borrower and its Subsidiaries and the consolidated results of their operations for the fiscal year ended on said date all in accordance with GAAP applied on a consistent basis.
(o)Chief Executive Office. Borrower’s chief executive office and chief operating office on the Effective Date is located at 585 South Boulevard East, Pontiac, Michigan 48341.
(p)Applicable Agency Set Off Rights. Except as set forth in the Freddie Mac Requirements, Borrower has no actual notice, including any notice received from any Applicable Agency, or any reason to believe, that, other than in the normal course of Borrower’s business, any circumstances exist that would result in Borrower being liable to any Applicable Agency for any material amount due by reason of: (i) any breach of servicing or subservicing obligations or breach of mortgage selling warranty to such Applicable Agency under the related Servicing Contract or any other similar contracts relating to Borrower’s entire Applicable Agency servicing or subservicing portfolio (including without limitation any unmet mortgage repurchase
19

obligation), (ii) any unperformed obligation with respect to mortgages in an MBS pool that Borrower is servicing or subservicing for an Applicable Agency under the regular servicing or subservicing option, (iii) any loss or damage to any Applicable Agency by reason of any inability to transfer to a purchaser of the Servicing Rights Borrower’s (as applicable) selling, servicing or subservicing representations, warranties and obligations, as well as any existing MBS recourse (regular servicing option) obligations, or other recourse obligations, and (iv) any other unmet obligations to an Applicable Agency under any Servicing Contract or any other similar contracts relating to the Pledged Servicing Rights.
(q)Reserved.
(r)Financial Representations and Warranties. The Borrower has been in compliance at all times with the representation and warranty set forth in Section 2(a) of the Pricing Side Letter.
(s)Fannie Mae/Freddie Mac/Ginnie Mae/HUD. Borrower is a seller approved by and has all consents and licenses necessary to originate, deliver and service loans on behalf of Fannie Mae, Ginnie Mae, HUD and Freddie Mac, in good standing to originate, deliver and service mortgages and has remained at all times in compliance with the guidelines of Fannie Mae, Ginnie Mae, HUD and Freddie Mac and has not been suspended as a mortgagee or seller/servicer by Fannie Mae, Ginnie Mae, HUD or Freddie Mac on and after the date on which Borrower first obtained such approval from Fannie Mae, Ginnie Mae, HUD or Freddie Mac, as applicable. Neither Borrower nor Subservicer is under review or investigation (other than routine reviews and investigations in the ordinary course of business) and has no knowledge of imminent or future investigations (other than routine reviews and investigations in the ordinary course of business), by Fannie Mae, Ginnie Mae, HUD or Freddie Mac on and after the date on which Borrower became a Fannie Mae, Ginnie Mae, HUD or Freddie Mac approved seller/servicer or lender, as the context may require.
(t)Borrower’s Existing Financing Facilities. As of the date of this Agreement, Borrower is not a party to any other financing facilities for the financing of any mortgage servicing rights or servicing advances held by the Borrower; provided however, Borrower shall promptly notify Lender of any financing facilities related to the financing of any mortgage servicing rights or servicing advances it becomes a party to as part of its Compliance Certificate.
(u)Anti-Money Laundering Laws. Neither Borrower, nor any of its Affiliates, is a Prohibited Person and Borrower is in full compliance with all applicable orders, rules, regulations and recommendations of OFAC. None of Borrower, any of its members, directors, executive officers, parents or Subsidiaries: (1) is subject to U.S. or multilateral economic or trade sanctions currently in force; (2) is owned or controlled by, or acts on behalf of, any governments, corporations, entities or individuals that are subject to U.S. or multilateral economic or trade sanctions currently in force; (3) is a Prohibited Person or is otherwise named, identified or described on any blocked persons list, designated nationals list, denied persons list, entity list, debarred party list, unverified list, sanctions list or other list of individuals or entities with whom U.S. Persons may not conduct business, including but not limited to lists published or maintained by OFAC, lists published or maintained by the U.S. Department of Commerce, and lists published or maintained by the U.S. Department of State. Borrower has established an anti-money laundering compliance program as required by all applicable anti-money laundering laws and regulations, including, without limitation, the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (Public Law 107-56) (the “USA Patriot Act”) (collectively, the “Anti-Money Laundering Laws”).
20

(v)Sanctions. Neither Borrower nor any of its Subsidiaries nor, to the knowledge of the Borrower, any director, officer, agent, employee or affiliate of any Borrower, or any of their Subsidiaries (i) is, or is controlled or 50% or more owned in the aggregate by or is acting on behalf of, one or more individuals or entities that are currently the subject of any sanctions administered or enforced by the United States (including any administered or enforced by the Office of Foreign Assets Control of the U.S. Department of the Treasury, the U.S. Department of State or the Bureau of Industry and Security of the U.S. Department of Commerce), the United Nations Security Council to the extent adopted by the United States, or other relevant sanctions authority (collectively, “Sanctions” and such persons, “Sanctioned Persons” and each such person, a “Sanctioned Person”), (ii) is located, organized or resident in a country or territory that is, or whose government is, the subject of Sanctions that broadly prohibit dealings with that country or territory (collectively, “Sanctioned Countries” and each, a “Sanctioned Country”) or (iii) will, directly or indirectly, use the proceeds of this Agreement, or lend, contribute or otherwise make available such proceeds to any subsidiary, joint venture partner or other individual or entity in any manner that would result in a violation of any Sanctions by, or could result in the imposition of Sanctions against, any individual or entity (including any individual or entity participating in the offering, whether as underwriter, advisor, investor or otherwise).
(w) Anti-Money Laundering. As of the date of this Agreement, and at all times until this Agreement has been terminated and all Obligations hereunder have been paid in full: (A) no Covered Entity (1) is a Sanctioned Person; (2) has any of its assets in a Sanctioned Country or in the possession, custody or control of a Sanctioned Person in violation of any Anti-Terrorism Law; (3) does business in or with, or derives any of its income from investments in or transactions with, any Sanctioned Country or Sanctioned Person in violation of any Anti-Terrorism Law; or (4) engages in any dealings or transactions prohibited by any Anti-Terrorism Law; (B) the proceeds of any Program Document will not be used to fund any operations in, finance any investments or activities in, or make any payments to, a Sanctioned Country or Sanctioned Person in violation of any law; (C) the funds used to pay the Lender are not derived from any unlawful activity; and (D) each Covered Entity is in compliance with, and no Covered Entity engages in any dealings or transactions prohibited by, any Requirements of Law, including but not limited to any Anti-Terrorism Laws. Borrower covenants and agrees that it shall promptly notify Lender in writing upon the occurrence of a Reportable Compliance Event.
(x)Foreign Corrupt Practices Act. Borrower and all Affiliates thereof are in compliance with the Foreign Corrupt Practices Act of 1977, as may be amended, and any similar law of any other relevant jurisdiction, or the rules or regulations thereunder applicable to the Borrower and/or its Affiliates and have instituted and maintain policies and procedures to ensure compliance therewith. Neither Borrower nor any of its Subsidiaries nor, to the knowledge of Borrower any director, officer, agent, employee, affiliate or other person acting on behalf of Borrower or any of its Subsidiaries is aware of or has taken any action, directly or indirectly, that could result in a violation or a sanction for violation by such persons of the Foreign Corrupt Practices Act of 1977, as may be amended, or similar law of any other relevant jurisdiction, or the rules or regulations thereunder as applicable to the Borrower and/or its Subsidiaries. Neither Borrower nor any Affiliate thereof has made, offered, promised or authorized a payment of money or anything else of value (i) in order to assist in obtaining or retaining business for or with, or directing business to, any foreign official, foreign political party, party official or candidate for foreign political office, (ii) to any foreign official, foreign political party, party official or candidate for foreign political office, or (iii) with the intent to induce the recipient to misuse his or her official position to direct business wrongfully to Borrower or any Affiliate thereof or any other Person, in violation of the Foreign Corrupt Practices Act, as may be amended, and any similar law of any other relevant jurisdiction, or the rules or regulations thereunder applicable to the Borrower and/or its Affiliates.
21

(y)ERISA. Each Plan, and, to the knowledge of Borrower, each Multiemployer Plan, is in compliance in all material respects with, and has been administered in all material respects in compliance with, the applicable provisions of ERISA, the Code and any other Federal or State law. No event or condition has occurred and is continuing as to which Borrower would be under an obligation to furnish a report to Lender under Section 7.01(bb). The present value of all accumulated benefit obligations under each Plan (based on the assumptions used for purposes of Statement of Financial Accounting Standards No. 87) did not, as of the date of the most recent financial statements reflecting such amounts, exceed the fair market value of the assets of such Plan. Borrower and its Subsidiaries do not provide any material medical or health benefits to former employees other than as required by the Consolidated Omnibus Budget Reconciliation Act, as amended, or other applicable law at no cost to the employer (collectively, “COBRA”).
(z)Agency Financial Covenants. As of the date of this Agreement, Schedule 6.01(z) accurately sets forth all Agency Financial Covenants applicable to Borrower under its Servicing Contracts.
(aa)Use of Subservicers. Borrower shall not use a subservicer, other than the Subservicer, with respect to any Mortgage Loan without Lender’s prior written consent and unless such Subservicer is approved to subservice by an Applicable Agency. Borrower shall provide prior notice to Lender with respect to the use of any subservicer other than Borrower or the Subservicer, or a change in Subservicer with respect to the Mortgage Loans.
Section 6.02    Representations Concerning the Collateral. The Borrower represents and warrants to the Lender that as of each day that a Loan is outstanding pursuant to this Agreement:
(a)Except as set forth in the Freddie Mac Requirements, the Borrower has not assigned, pledged, conveyed, or encumbered any Collateral to any other Person or any right to any Collateral to any Person (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Collateral), and immediately prior to the pledge of any such Collateral, the Borrower was the sole owner of such Collateral and had good and marketable title thereto (subject to the rights of the Applicable Agency with respect to the Collateral), free and clear of all Liens other than Freddie Mac’s Superior Interest, and no Person, other than the Lender and Freddie Mac has any Lien on any Collateral. No Eligible Servicing Rights are related to Mortgage Loans owned by a third-party (including without limitation any Affiliates or Subsidiaries of Borrower) other than the Applicable Agency and no Person has any interest in any Eligible Servicing Rights or any related Mortgage Loans, other than Lender, Borrower, the Applicable Agency (including without limitation any right to control or transfer or otherwise effectuate any remedy relating to any Eligible Servicing Rights).
(b)The provisions of this Agreement are effective to create in favor of the Lender a valid security interest in all right, title (as applicable), and interest of the Borrower in, to and under the Collateral, subject only to the interests of the Applicable Agency.
(c)All Agency Obligations have been identified as such in a schedule attached to the Servicing Schedule most recently delivered to the Lender. All information concerning all Servicing Rights set forth on the Servicing Schedule pursuant to which such Servicing Rights were, are or will be (as applicable) pledged to the Lender will not contain any material misstatement of fact or omit to state a material fact or any fact necessary to make the statements contained therein, in light of the circumstances under which they were made, not misleading as of the date of delivery of such Servicing Schedule.
22

(d)Upon the filing of financing statements on Form UCC-1 naming the Lender as “Secured Party” and the Borrower as “Debtor”, and describing the Collateral, in the appropriate jurisdictions, the Lender has a duly perfected security interest under the UCC in all right, title (as applicable), and interest of the Borrower in, to and under, subject to Freddie Mac’s Superior Interest and the other interests of each Applicable Agency, the Pledged Servicing Rights.
(e)Subject to the Freddie Mac Requirements, the Borrower is the legal and beneficial owner of the Collateral free and clear of any Lien, except for Freddie Mac’s Superior Interest and the Liens created or permitted under the Facility Documents.
(f)Subject only to the Freddie Mac Requirements (including the rights of Freddie Mac as set forth in Section 4.02) and the terms of the related Acknowledgement Agreement, the Borrower has the full right, power and authority, to pledge the related Servicing Rights, and the pledge of such Servicing Rights may be further assigned in accordance with and subject to the Fannie Mae Guides or the Freddie Mac Requirements, as applicable.
(g)In connection with any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by the Borrower or any of its Affiliates or Subsidiaries on the one hand and any third party (including an Affiliate or Subsidiary of the Borrower or any of its Subsidiaries or Affiliates but excluding the Lender or any Affiliate of Lender) on the other, including without limitation, any other facility for the funding of servicing advances, no such third party has the right pursuant to the terms of such repurchase agreement, loan and security agreement or similar credit facility or agreement, to cause a Borrower to terminate, rescind, cancel, pledge, hypothecate, liquidate or transfer any of the Collateral.
(h)There are no co-investor or similar arrangements providing for any transfer, assignment, pledge, lien or encumbrance on any portion of the Pledged Servicing Rights related to any Mortgage Loans pooled in securitizations by Freddie Mac.
(i)There are no co-investor or similar arrangements providing for any transfer, assignment, pledge, lien or encumbrance on any portion of the Pledged Servicing Rights.
(j)Following the execution of any applicable Acknowledgement Agreement, such Acknowledgment Agreement is in full force and effect and neither Fannie Mae nor Freddie Mac has provided written notice to any Borrower or Lender that it will terminate or revoke the related Acknowledgement Agreement or its consent to the pledge of the Pledged Servicing Rights by Borrower to Lender. Each Agency Consent Agreement is in full force and effect and neither Fannie Mae nor Freddie Mac has provided written notice to any Borrower that it will terminate or revoke the related Agency Consent Agreement (as applicable), except in each case to the extent that a failure of any Agency Consent Agreement to be in full force and effect or any such termination or revocation would not be reasonably likely to have a Material Adverse Effect.
ARTICLE VII
COVENANTS
Section 7.01    Affirmative Covenants of Borrower. The Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full:
(a)Existence, Etc. Each of Borrower and its Subsidiaries will:
23

(i)(A) preserve and maintain its legal existence and all of its material rights, privileges, franchises; (B) maintain all licenses (including, but not limited to, any FHA, VA or RHS licenses), permits or other approvals necessary to conduct its business and to perform its obligations under the Facility Documents; (C) except as would not be reasonably likely to have a Material Adverse Effect, or would have a material adverse effect on the Pledged Servicing Rights or Lender’s interest therein, remain in good standing under the laws of each state in which it conducts business and (D) not change its tax identification number, fiscal year or method of accounting without prior written notice to the Lender;
(ii)comply with the requirements of and conduct its business in accordance with all Requirements of Law (including, without limitation, truth in lending, real estate settlement procedures and all environmental laws) if failure to comply with such requirements would be reasonably likely (either individually or in the aggregate) to have a Material Adverse Effect;
(iii)keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied;
(iv)not move its chief executive office or chief operating office from the addresses referred to in Section 6.01(o) unless it shall have provided Lender [***] days prior written notice of such change;
(v)pay and discharge all taxes, assessments and governmental charges or levies imposed on it or on its income or profits or on any of its Property or upon any part thereof, as well as any other lawful claims which, if unpaid, might become a Lien upon such properties or any part thereof, prior to the date on which penalties attach thereto, except for any such tax, assessment, charge or levy the payment of which is being contested in good faith and by proper proceedings and against which adequate reserves are being maintained; and
(vi)subject to the Freddie Mac Requirements, permit representatives of Lender, during normal business hours upon [***] Business Days’ prior written notice at a mutually desirable time, or at any time with prior notice during the continuance of an Event of Default, to examine, copy and make extracts from its or Subservicer’s books and records in its possession, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably related to the Pledged Servicing Rights related to the Loans hereunder.
(b)Performance and Compliance with Servicing Contracts/Subservicing Agreements. Borrower will comply with all terms, provisions, covenants and other promises required to be observed by it under each of the Facility Documents to which it is a party in full force and effect in all material respects and enforce the Servicing Contracts in all material respects in accordance with the terms thereof. To the extent Lender has approved any Subservicer and such Subservicer services any Mortgage Loan as to which the Pledged Servicing Rights are derived, Borrower shall not amend or permit the amendment of any sections of any Subservicing Agreement which would negatively affect in any material respect any Subservicer’s servicing of the Mortgage Loans relating to Pledged Assets, without Lender’s prior written consent, which shall not be unreasonably withheld. Borrower shall diligently enforce its rights under any Subservicing Agreement while any Pledged Asset is serviced by such Subservicer, including all rights to terminate and replace such Subservicer upon the occurrence of a Subservicer Termination Event or otherwise pursuant to such Subservicing Agreement. Borrower shall not waive any material default or other material failure to perform under or breach of the Servicing Contracts or Subservicing Agreement without Lender’s prior written consent. For the avoidance of doubt, any default, failure or breach by any Subservicer that would
24

permit the termination and replacement of such Subservicer under the Subservicing Agreement shall be deemed “material” and shall not be waived by any Borrower Party or its Affiliates without Lender’s prior written consent.
(c)Taxes. Borrower shall pay and discharge or cause to be paid and discharged on or before the date they become delinquent, all taxes, assessments and governmental charges or levies imposed upon Borrower or upon its income and profits or upon any of its property, real, personal or mixed or upon any part thereof, as well as any other lawful claims which, if unpaid, become a Lien upon such properties or any part thereof, except for any such taxes, assessments and governmental charges, levies or claims as are appropriately contested in good faith by appropriate proceedings diligently conducted and with respect to which adequate reserves are provided. Borrower shall file, on a timely basis, all federal, and material state and local tax and information returns, reports and any other information statements or schedules required to be filed by or in respect of it.
(d)Due Diligence. Borrower acknowledges that the Lender, at the cost and expense of the Borrower, has the right to perform and/or appoint a third party (including without limitation, any Valuation Agent) to perform, reasonable continuing due diligence and valuation reviews with respect to Borrower, any Subservicer through Borrower, the Servicing Rights and the other Collateral, for purposes of verifying compliance with the representations, warranties, and specifications made hereunder and under the other Facility Documents, or otherwise (the “Diligence Expenses”). The Borrower agrees that the Lender and its Authorized Representatives will be permitted during normal business hours upon prior written notice to examine, inspect, make copies of, and make extracts of, any and all documents, records, agreements, instruments or information relating to the Collateral or Fannie Mae, Freddie Mac, HUD or Ginnie Mae in the possession of the Borrower or any Subservicer through a request to Borrower; provided, however, the foregoing shall not apply with respect to any information that the Borrower or any Subservicer is required by Fannie Mae, Freddie Mac, HUD or Ginnie Mae to keep confidential. Notwithstanding anything to the contrary herein, prior to the occurrence of a Default, Borrower shall reimburse the Lender for any and all reasonable and documented, out-of-pocket Diligence Expenses up to the Pre-Default Diligence Cap incurred by the Lender and its respective designees and appointees in connection with the ongoing due diligence and auditing activities with respect to Borrower’s origination and servicing business. Notwithstanding the foregoing, upon the occurrence and during the continuation of a Default, Borrower shall reimburse the Lender for any and all Diligence Expenses incurred by Lender following such Default without regard to the Pre-Default Diligence Cap. The Borrower further agrees that the Lender and its Authorized Representatives will be permitted during normal business hours upon [***] Business Days’ prior written notice at a mutually desirable time or at any time during the continuance of an Event of Default, to examine, copy and make extracts from the Servicing Records, any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights and related Loans in the possession of, or under the control of, Borrower or any Subservicer through a request to Borrower, or Borrower’s or any Subservicer’s books and records, to inspect any of its Properties, and to discuss its business and affairs with its officers, all to the extent reasonably requested by Lender. Borrower agrees to cooperate with Lender and any third party due diligence agent or underwriter in connection with any such due diligence performed hereunder, including, but not limited to, providing Lender and any third party diligence agent or underwriter with access to any and all documents, records, agreements, instruments or information relating to the Pledged Servicing Rights, any Subservicer and related Loans in the possession of, or under the control of, Borrower.
(e)Changes in Servicing Contracts. The Borrower shall provide written notice to the Lender of any changes in any Servicing Contracts or the Applicable Agency Guides
25

that may materially affect the Servicing Rights within [***] Business Days after the Borrower receives notice thereof.
(f)Records. Borrower shall keep adequate records and books of account, in which complete entries will be made in accordance with GAAP consistently applied.
(g)Reserved.
(h)Financial Statements. Borrower shall deliver to Lender:
(i)As soon as available and in any event within [***] days after the end of each quarter, the consolidated balance sheet of Borrower and its consolidated Subsidiaries as at the end of such quarter, the related unaudited consolidated statements of operations and changes in member’s equity and of cash flows for Borrower and its consolidated Subsidiaries for such period and the portion of the fiscal year through the end of such period, setting forth in each case in comparative form the figures for the previous year, accompanied by a certificate of a Responsible Officer of Borrower, which certificate shall state that said consolidated financial statements (excluding financial statement footnotes) fairly present the consolidated financial condition and results of operations of Borrower and its Subsidiaries in accordance with GAAP, consistently applied as at the end of, and for, such quarter (subject to normal year-end audit adjustments);
(ii)As soon as available and in any event within [***] days after the end of each fiscal year of Borrower, the audited consolidated balance sheet of Borrower and its consolidated Subsidiaries as at the end of such fiscal year and the related audited consolidated statements of operations and changes in member’s equity and of cash flows for Borrower and its consolidated Subsidiaries for such year, setting forth in each case in comparative form the figures for the previous year, accompanied by an opinion thereon of independent certified public accountants of recognized national standing, which opinion shall not be qualified as to scope of audit or going concern and shall state that said consolidated financial statements fairly present the consolidated financial condition and results of operations of Borrower and its consolidated Subsidiaries at the end of, and for, such fiscal year in accordance with GAAP;
(iii)Together with each set of the financial statements delivered pursuant to clauses (i) through (iii) above, a certificate of a Responsible Officer of Borrower in the form of Exhibit 7.01 attached hereto;
(iv)Upon Lender’s request, Borrower shall deliver to Lender an accountant’s opinion that Borrower is in compliance with the Uniform Single Attestation Program for Mortgage Bankers, subject to qualifications and exceptions, in form and substance reasonably acceptable to Lender in good faith; and
(v)From time to time, in the event that Lender requests additional information regarding the financial condition, operations, well-being or business of Borrower or Subservicer (including but not limited to any information regarding any repurchase and indemnity requests or demands made upon Borrower by any third party investors (including any Agency)), Borrower shall (i) provide a written response to Lender within [***] Business Days, which response shall include an estimated time period in which Borrower, in its commercially reasonable judgment acting in good faith, expects to provide such additional requested information, and (ii) provide such additional requested information to Lender within the time period specified in such written response; provided that Lender and Borrower shall cooperate in good faith to agree on an extended time frame for delivery of such additional requested
26

information if reasonably requested by Borrower and Lender determines in good faith that Borrower is diligently attempting to provide such additional requested information.
(i)Applicable Agency Approval. The Borrower shall at all times maintain copies of relevant portions of all final written Fannie Mae, Freddie Mac, HUD and Ginnie Mae audits, examinations, evaluations, monitoring reviews and reports of its origination and servicing and subservicing operations (including those prepared on a contract basis for any such agency) in which there are material adverse findings, including without limitation notices of defaults, notices of termination of approved status, notices of imposition of supervisory agreements or interim servicing agreements, and notices of probation, suspension, or non-renewal, and all necessary approvals from each of Fannie Mae, Freddie Mac, HUD and Ginnie Mae. Borrower shall not, nor to the extent reasonably in its control, permit Subservicer to take any action, or fail to take any action, that would be reasonably likely to cause Fannie Mae, Freddie Mac, HUD or Ginnie Mae to terminate or threaten to terminate its right to service loans for Fannie Mae, Freddie Mac, HUD or Ginnie Mae with cause.
(j)Quality Control. Borrower shall conduct and shall cause each Subservicer to conduct quality control reviews of Borrower’s and such Subservicer’s servicing and origination operations in accordance with industry standards and Agency and HUD requirements. Upon the reasonable request of Lender and to the extent Borrower is not prohibited by any Agency, regulator, or Governmental Authority or Requirement of Law from disclosing its findings, Borrower shall promptly report to Lender quality control findings upon written request from time to time.
(k)Special Affirmative Covenants Concerning Servicing Rights. Subject to the Freddie Mac Requirements:
(l)The Borrower warrants and shall defend the right and interest of the Lender in and to the Pledged Servicing Rights against the claims and demands of all Persons whomsoever.
(m)The Borrower shall preserve the security interests granted hereunder and upon request by the Lender undertake all actions which are necessary or appropriate, in the reasonable judgment of the Lender, to (x) maintain the Lender’s security interest (including the priority thereof) in the Collateral in full force and effect at all times prior to the satisfaction of all obligations under this Agreement and the release of the Lender’s lien in accordance with the terms and provisions of this Agreement (including upon a Change of Control with respect to the Borrower), and (y) preserve and protect the Collateral and protect and enforce the rights of the Lender to the Collateral, including the making or delivery of all filings and recordings (of financing or continuation statements), or amendments thereto or assignments thereof, and such other instruments or notices, as may be necessary or appropriate, cause to be marked conspicuously its master data processing records with a legend, acceptable to the Lender, evidencing that such security interest has been granted in accordance with this Agreement.
(i)Borrower shall diligently fulfill its duties and obligations under the Servicing Contracts in all material respects and shall not default in any material respect under any Servicing Contract and any Acknowledgement Agreement.
(n)Financial Covenants. The Borrower shall be in compliance with the Financial Covenants on any date on which the relevant financial calculations used to determine compliance with the Financial Covenants are determined or tested by the Borrower, as applicable.
27

(o)Use of Proceeds. The Borrower shall not use the proceeds of the Loans in contravention of the requirements, if any, of the Applicable Agency.
(p)Monthly Compliance Certificate. No later than the times set forth in Section 7.01(h)(4), the Borrower shall deliver to the Lender a completed Officer’s Certificate in the form of Exhibit 7.01 attached hereto, which shall include any updates to Schedule 6.01(t) since the previously delivered Compliance Certificate.
(q)Borrowing Base Deficiency. If at any time there exists a Borrowing Base Deficiency, the Borrower shall cure the same in accordance with Section 2.08(b) hereof.
(r)Advance Facilities. Prior to entering into any loan facility or similar arrangement with a third party secured by Borrower’s right and interest in any rights to reimbursement for any servicing advances made under the Servicing Contracts, Borrower shall provide the Lender with [***] Business Days advance notice and shall cooperate with Lender to enable Lender to give such third party notice of Lender’s interest hereunder, including without limitation, by providing to Lender the name and contact information for delivery of such notice to the third party to whom such rights are or will be pledged.
(s)Maintenance of Property; Insurance. Borrower shall keep and shall require Subservicer to keep all property useful and necessary in its business in good working order and condition. Borrower shall maintain, and shall require any other Subservicer to maintain, errors and omissions insurance and/or mortgage impairment insurance and blanket bond coverage, each naming Lender as “lender loss payee” in such amounts as are customarily required by Fannie Mae, Freddie Mac, Ginnie Mae, FHA, VA and RHS and shall also maintain and require any other Subservicer to maintain such other insurance with financially sound and reputable insurance companies, and with respect to property and risks of a character usually maintained by entities engaged in the same or similar business similarly situated, against loss, damage and liability of the kinds and in the amounts customarily maintained by such entities. Borrower will deliver to Lender on or before the date hereof, a certificate from Borrower’s insurance broker dated such date showing the amount of coverage as of such date, and that such policies will include effective waivers (whether under the terms of any such policy or otherwise) by the insurer of all claims for insurance premiums against all loss payees and additional insureds and all rights of subrogation against all loss payees and additional insureds, and that if all or any part of such policy is canceled, terminated or expires, the insurer will forthwith give notice thereof to each additional insured and loss payee and that no cancellation, reduction in amount or material change in coverage thereof shall be effective until at least [***] days after receipt by each additional insured and loss payee of written notice thereof.
(t)Stop-Loss Cap Failure; Agency Obligations. Borrower shall promptly, but in any event within [***] Business Days after the occurrence of any Stop-Loss Cap Failure, deliver to Lender an updated Agency Obligations report identifying all Agency Obligations.
(u)Notice of Disposal of Servicing Rights. In the event that the Borrower sells or otherwise disposes of any of the Pledged Servicing Rights, it shall give the Lender [***] Business Days’ prior written notice of such sale or disposition, during which time the Lender shall recalculate the Collateral Value for the Collateral remaining after such sale or disposition. Lender shall have no obligation to release its interest in any Pledged Servicing Rights until all amounts required to be paid pursuant to Section 4.05 have been paid, except as determined by Freddie Mac pursuant to a Freddie Mac VPC Agreement.
(v)Requests for Information. The Borrower shall furnish to the Lender within [***] Business Days after the Lender’s request, any reasonable information, documents,
28

records or reports with respect to the Collateral, Borrower’s or any Subservicer’s origination or servicing business, Borrower’s or any Subservicer’s relationship with any Agency (unless prohibited by the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from sharing with Lender due to confidentiality restrictions), as the Lender may from time to time request.
(w)Agency Collateral Account. In the event that an Applicable Agency requires Borrower to use a Collateral Account, Borrower shall deliver a notice to the Lender in each Compliance Certificate delivered while such requirement remains in effect, setting forth the amount on deposit in each Collateral Account (if applicable) established by Borrower at each Agency to the extent applicable; provided that if any such date is not a Business Day, such notice shall be delivered to the Lender on the next succeeding Business Day. With respect to any Collateral Account, if applicable, and to the extent not prohibited by the related Agency, Borrower shall promptly (and in any event within [***] Business Days thereof) notify the Lender (and provide a copy of any written request) of any request it receives from any Agency indicating either (i) that Borrower or Subservicer must deposit additional amounts in the related Collateral Account or (ii) that Borrower or Subservicer is entitled to withdraw amounts from the related Collateral Account and such notice shall include the amount required to be deposited or withdrawn, as applicable.
(x)Applicable Agency Information. Upon reasonable notice during normal business hours, the Borrower shall make available the Chief Financial Officer or any other applicable officers of Borrower to participate in discussions with Lender and provide information with respect to the following: (i) a projection of the obligations of Borrower in connection with (A) all Agency Obligations and (B) amounts that may have been required to be deposited or withdrawn from any Collateral Account with any Agency (the “Collateral Account Activity”), (ii) a projection of the impact the Agency Obligations may have on the operations of Borrower, including but not limited to, the net impact on liquidity, statements of income, retained earnings and cash flows, (iii) the projected date of resolution of the Agency Obligations, (iv) a summary of all repurchase obligations and indemnity claims with respect to mortgages originated or serviced by Borrower, and (v) such other information as may be reasonably requested by the Lender, in all cases to the extent Borrower is not prohibited from disclosing such information under the Freddie Mac Requirements or otherwise.
(y)Subservicer Acknowledgement Letters. Prior to permitting any Subservicer, other than Borrower, to service any Mortgage Loans related to the Pledged Servicing Rights pledged hereunder, Borrower shall cause such Subservicer to become a party to a subservicer side letter with Lender, pursuant to which such Subservicer shall acknowledge Lender’s rights hereunder and the Applicable Agency's rights under the Servicing Contract and Acknowledgement Agreement, and agree to follow all instructions of Lender upon the occurrence of a default hereunder, which side letter shall be acceptable to Lender and the Applicable Agency (each such side letter, a “Subservicer Acknowledgement Letter”).
(z)Agency Obligations Report. Unless the Borrower is prohibited by the Freddie Mac Requirements, the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from sharing due to confidentially restrictions, the Borrower shall deliver to Lender such reports as Lender may reasonably request from time to time with respect to all amounts (i) previously paid by the Borrower to any Applicable Agency as of the date of such report to and (ii) outstanding and not yet paid by the Borrower to any Applicable Agency as of the date of such report, and in each case which report includes the amount of each payment, the Applicable Agency to which such payment was or is to be made and the nature of such payment. In addition, unless the Borrower is prohibited by the Freddie Mac Requirements, the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from sharing due to
29

confidentially restrictions, the Borrower shall provide the Lender a monthly report summarizing in sufficient detail any demands by any Agency or an insurer for the repurchase of or indemnification with respect to a Mortgage Loan, the form and substance of such monthly report to be agreed upon between Borrower and Lender.
(aa)Quality Control. Unless the Borrower is prohibited by the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from disclosing due to confidentiality restrictions, Borrower shall and shall require Subservicer to conduct quality control reviews of Borrower’s and Subservicer's servicing operations in accordance with industry standards and Fannie Mae, Freddie Mac, Ginnie Mae and HUD requirements. Borrower shall provide to Lender photocopies or electronic copies of any quality control findings relating, in whole or in part, to the Collateral as such applicable quality control reports are produced.
(ab)Valuation Report. The Borrower shall deliver to Lender servicing valuations conducted by a Valuation Agent with respect to the value of Borrower’s servicing portfolio in accordance with Section 2.04 hereof.
(ac)OFAC. At all times throughout the term of this Agreement, Borrower (a) shall be in full compliance with all applicable orders, rules, regulations and recommendations of OFAC and (b) shall not permit any Assets to be maintained, insured, traded, or used (directly or indirectly) in violation of any United States statutes, rules or regulations, in a Prohibited Jurisdiction or by a Prohibited Person.
(ad)ERISA. As soon as reasonably possible, and in any event within [***] days after a Responsible Officer knows or has reason to believe, that any of the events or conditions specified below with respect to any Plan or Multiemployer Plan has occurred or exists, a statement signed by a senior financial officer of Borrower setting forth details respecting such event or condition and the action, if any, that Borrower or its ERISA Affiliate proposes to take with respect thereto (and a copy of any report or notice required to be filed with or given to PBGC by Borrower or an ERISA Affiliate with respect to such event or condition):
(i)any Reportable Event and any request for a waiver under Section 412(c) of the Code for any Plan;
(ii)the distribution under Section 4041(c) of ERISA of a notice of intent to terminate any Plan or any action taken by Borrower or an ERISA Affiliate to terminate any Plan;
(iii)the institution by PBGC of proceedings under Section 4042 of ERISA for the termination of, or the appointment of a trustee to administer, any Plan, or the receipt by Borrower or any ERISA Affiliate of a notice from a Multiemployer Plan that such action has been taken by PBGC with respect to such Multiemployer Plan;
(iv)the complete or partial withdrawal from a Multiemployer Plan by Borrower or any ERISA Affiliate that results in liability under Section 4201 or 4204 of ERISA (including the obligation to satisfy secondary liability as a result of a purchaser default) or the receipt by Borrower or any ERISA Affiliate of notice from a Multiemployer Plan that it is in insolvency pursuant to Section 4241 or 4245 of ERISA or that it intends to terminate or has terminated under Section 4041A of ERISA; and
(v)the institution of a proceeding by a fiduciary of any Multiemployer Plan against Borrower or any ERISA Affiliate to enforce Section 515 of ERISA, which proceeding is not dismissed within [***] days; and
30

(vi)the adoption of an amendment to any Plan that, pursuant to Section 401(a)(29) of the Code or Section 307 of ERISA, would result in the loss of tax-exempt status of the trust of which such Plan is a part if Borrower or an ERISA Affiliate fails to timely provide security to such Plan in accordance with the provisions of said Sections.
(ae)Freddie Mac Consent/Notice. Borrower shall provide prior written notice to Freddie Mac of any pending or proposed amendments to any Facility Documents or FC Modifications. Borrower shall provide Lender with evidence of Freddie Mac’s consent to any such amendment prior to executing such amendment.
Section 7.02    Negative Covenants of the Borrower. The Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full, Borrower shall not:
(a)other than in accordance with Section 7.02(c), take any action or allow any Subservicer to take any action that would directly or indirectly materially impair or materially adversely affect the Borrower’s title to, or the value of, the Collateral;
(b)create, incur or permit to exist any Lien in or on the Collateral or assign any right to receive income in respect thereof except (i) the security interest granted hereunder in favor of the Lender or (ii) the rights of any Applicable Agency or under the Servicing Contracts;
(c)sell, lease or otherwise dispose of any Pledged Servicing Rights (other than sales or dispositions of Servicing Rights, including bulk sales, in the ordinary course of Borrower’s servicing business) or allow any Subservicer to sell, lease or otherwise dispose of any Pledged Servicing Rights, in each case, other than as required by Freddie Mac (including but not limited to sales or dispositions pursuant to a Freddie Mac VPC Agreement);
(d)engage in any change in the nature of its business as carried on at the date hereof that is reasonably likely to result in a Material Adverse Effect;
(e)(i) cancel or terminate any Facility Documents to which it is a party or consent to or accept any cancellation or termination thereof without Lender’s prior consent, (ii) amend, amend and restate, supplement or otherwise modify any Facility Document if any such amendment, supplement or modification could in any way affect any term or provisions hereunder, Lender’s security interest or any of Lender’s rights or Borrower’s obligations hereunder, without Lender’s prior consent, (iii) consent to any amendment, modification or waiver of any term or condition of any Facility Document if any such amendment, supplement or modification could in any way affect any term or provisions hereunder, Lender’s security interest or any of Lender’s rights or Borrower’s obligations hereunder, without the prior written consent of the Lender, which consent shall not be unreasonably withheld, provided that if the amendment of a Servicing Contract is done unilaterally by the Applicable Agency, the prior written consent of the Lender is not required, (iv) waive any material default under or breach of any Servicing Contracts, or (v) take any other action or allow any Subservicer to take any action in connection with any such Facility Documents that would impair in any material respect the value of the interests or rights of the Borrower thereunder or that would impair in any material respect the interests or rights of the Lender;
(f)change the state of its organization unless the Borrower shall have given the Lender at least [***] days’ prior written notice thereof and unless, prior to any such change, Borrower shall have filed, or caused to be filed, such financing statements or amendments as the Lender determines may be reasonably necessary to continue the perfection of the Lender’s interest in the Collateral;
31

(g)at any time, directly or indirectly, (i) acquire any other entity in a transaction pursuant to which Borrower is not the surviving entity or which would have a Material Adverse Effect or enter into any transaction of merger or consolidation or amalgamation or liquidate, wind up or dissolve itself (or suffer any liquidation, winding up or dissolution) or sell all or substantially all of its assets (other than servicing rights sales, whole loan sales and securitization transactions in the normal course of business) without Lender’s prior consent; or (ii) form or enter into any partnership, joint venture, syndicate or other combination, which would have a Material Adverse Effect without Lender’s prior consent;
(h)appoint or use any Subservicer with respect to any Servicing Rights pledged to the Lender pursuant to this Agreement, (i) without Lender’s consent, which consent shall not be unreasonably withheld and (ii) without executing a Subservicer Acknowledgment Letter regarding the addition of any such Subservicer;
(i)take any action or allow Subservicer to take any action that would directly or indirectly materially impair or materially adversely affect the Borrower’s title to, or the value, of the Eligible Servicing Rights;
(j)without Lender’s consent, following the occurrence of a Default or an Event of Default, make any payment on account of, or set apart assets for a sinking or other analogous fund for the purchase, redemption, defeasance, retirement or other acquisition of, any stock or senior or subordinate debt of the Borrower, whether now or hereafter outstanding, or make any other distribution in respect thereof, either directly or indirectly, whether in cash or property or in obligations of Borrower;
(k)make any Restricted Payments following the occurrence of a Default or an Event of Default;
(l)enter into any transaction, including, without limitation, any purchase, sale, lease or exchange of property or the rendering of any service, with any Affiliate or Subsidiary unless such transaction is (i) not otherwise prohibited under this Agreement and (ii) either (A) in the ordinary course of the Borrower’s business or (B) upon fair and reasonable terms no less favorable to the Borrower than it would obtain in a comparable arm’s length transaction with a Person which is not an Affiliate or Subsidiary;
(m)enter into any other financing facility with a lender other than the Lender to provide for the financing of mortgage servicing rights subject to a Servicing Contract with a particular Applicable Agency, to the extent that any mortgage servicing rights of such Applicable Agency are Pledged Servicing Rights hereunder;
(n)[reserved];
(o)[reserved];
(p)create, incur or permit to exist any rights, interests, liens or other encumbrances on the Pledged Servicing Rights in favor of any party; and
(q)Sell or otherwise dispose of any Pledged Servicing Rights unless such sale or disposition is in accordance with Section 7.02(c).
Section 7.03    Notice of Certain Occurrences. The Borrower covenants and agrees with the Lender that, so long as any Loan is outstanding and until all Obligations have been paid in full:
32

(a)Defaults. As soon as possible, but in any event within [***] Business Days after the Borrower has knowledge of any Default, Event of Default or event which, upon the expiration of any applicable cure period, would become an Event of Default, the Borrower shall furnish to the Lender a written statement of a Responsible Officer of the applicable Borrower setting forth details of such Default, Event of Default, or other event, and no more than [***] Business Days after a Responsible Officer of Borrower has knowledge of any Default, a written statement from a Responsible Officer of Borrower setting forth the action that the Borrower has taken or proposes to take with respect to such Default.
(b)Litigation. The Borrower shall furnish to the Lender notice of any material action, suit or proceeding instituted by or against Borrower or any of its Affiliates or Subsidiaries or any Subservicer in any federal or state court or before any commission, regulatory body or Governmental Authority (i) as to which there is a reasonable likelihood of an adverse decision that is reasonably likely to have a Material Adverse Effect, promptly upon a Responsible Officer of Borrower obtaining knowledge thereof, or (ii) that questions the validity or enforceability of the Facility Documents, or seeks to prevent the consummation of any of the transactions contemplated by the Facility Documents, as soon as possible, but in any event within [***] Business Days, upon a Responsible Officer of Borrower obtaining knowledge thereof.
(c)Material Adverse Effect on Collateral. The Borrower shall furnish the Lender notice promptly upon Borrower becoming aware of any default related to any Collateral which should reasonably be expected to have a Material Adverse Effect.
(d)Change of Control. The Borrower shall furnish the Lender notice of any Change of Control of Borrower promptly following the occurrence of such event.
(e)Servicing Contract Transfer. The Borrower shall notify the Lender of the transfer, termination or other loss of all or any part of any Servicing Contract related to any Pledged Servicing Rights (or the termination or replacement of the Borrower thereunder), the reason for such transfer, loss or replacement, if known to it and the effects that such transfer, loss or replacement will have (or will likely have) on the prospects for full and timely collection of all amounts owing to the Borrower under or in respect of the Borrower’s Servicing Contracts.
(f)Agency Notices. Unless the Borrower is prohibited by the Freddie Mac Requirements, the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from sharing due to confidentially restrictions, the Borrower shall promptly furnish the Lender, within [***] Business Day of receipt, (i) a copy of any notices it receives from Fannie Mae or Freddie Mac indicating any adverse fact or circumstance in respect of the Borrower or Subservicer with respect to which adverse fact or circumstance Fannie Mae or Freddie Mac, respectively, announce its intention to terminate or threatens in writing to terminate the Borrower or Subservicer with cause and (ii) a copy of any notice from an Applicable Agency indicating material breach, default or material non-compliance by the Borrower or Subservicer. For the avoidance of doubt, to the extent the Borrower or Subservicer is prohibited from sharing any of the notices referenced in clauses (i) and (ii) above but is not prohibited from sharing the substance of such notices, the Borrower shall promptly notify the Lender of the substance of such notices.
(g)Cash Reserves. To the extent any Agency imposes any minimum cash reserve requirement upon a Borrower, within [***] Business Days after Borrower receives notice of the same.
33

(h)Other Information. The Borrower will furnish to the Lender within a commercially reasonable timeframe such other information, documents, records or reports with respect to the Collateral or the corporate affairs, conditions or operations, financial or otherwise, of Borrower as the Lender may from time to time reasonably request.
(i)Agency Requirements. Notice of any change in any Applicable Agency’s requirements regarding the Borrower’s minimum consolidated tangible net worth or any change in any Applicable Agency’s requirements regarding the Borrower’s consolidated liquidity or any change in any other financial covenant required by an Applicable Agency of the Borrower, in each case within [***] Business Days after the Borrower receives notice thereof.
(j)Credit Default. The Borrower shall furnish the Lender notice upon, and in any event within [***] Business Days after, any involuntary termination or acceleration of any repurchase agreement, loan and security agreement or similar credit facility or agreement for borrowed funds entered into by Borrower and any third party.
(k)Use of Subservicer. Each Borrower shall provide prior notice to Lender with respect to the use of a subservicer, other than the Subservicer, or a change in subservicer.
(l)Advance Facilities. [***] Business Day following (i) the occurrence of any event of default under any Advance Facility, (ii) notice from any Agency declining to renew, terminating or revoking its consent to any Advance Facility or (iii) notice from any party to an Advance Facility declining to renew or terminating an Advance Facility.
(m)Insurance. The Borrower shall maintain all of its insurance policies in full force and effect in an amount and with coverage at least equal to that required by any Agency, and shall furnish copies of such policies to Lender if requested.
(n)Accounting. The Borrower shall furnish the Lender notice upon any material change in accounting policies or financial reporting practices of Borrower or its Affiliates or Subsidiaries, unless such change is required by GAAP.
(o)Disputes. Unless the Borrower is prohibited by the Freddie Mac Requirements, the Applicable Agency, any regulator, a Governmental Authority or a Requirement of Law from disclosing due to confidentiality restrictions, upon a Responsible Officer of Borrower obtaining knowledge thereof, the Borrower shall furnish the Lender notice of any material dispute, audit, sanctions, penalties, investigation proceeding or suspension (other than routine investigations occurring in the ordinary course of business or other audit, review or investigation that could reasonably be expected in connection with the residential mortgage servicing business), between Borrower and any regulator or Governmental Authority.
(p)Amendment to any Servicing Contract/Servicing Agreement. Within [***] Business Days after Borrower enters into any amendment to the terms of any Servicing Contract or Servicing Agreement, the Borrower shall furnish notice and a copy of any such amendment, unless such amendment could not in any way affect any term or provisions hereunder, Lender’s security interest or any of Lender’s rights or Borrower’s obligations hereunder in any material respect.
(q)Subservicer Termination Event. Borrower shall furnish the Lender notice of any Subservicer Termination Event within [***] Business Days following notice or knowledge thereof by a Responsible Officer.
(r)[***].
34

(s)VPC Servicing Transfer Date. As soon as possible, but in any event within [***] Business Day, of any Freddie Mac Servicing Contract Rights being included by Borrower on a (i) Prospective Mortgage Loan List or (ii) Transfer List (as such terms are defined in the related Freddie Mac VPC Agreement), in each case, delivered to Freddie Mac pursuant to a Freddie Mac VPC Agreement, Borrower shall furnish to Lender a schedule of such Freddie Mac Servicing Contract Rights and the proposed VPC Servicing Transfer Date.
Each notice pursuant to this Section 7.03 shall be accompanied by a statement of a Responsible Officer of the Borrower (which may include a statement provided through email if such statement is delivered in accordance with Section 11.02), setting forth details of the occurrence referred to therein and stating what action Borrower has taken or proposes to take with respect thereto.
ARTICLE VIII
EVENTS OF DEFAULT
Section 8.01    Events of Default. The following events shall be “Events of Default”:
(a)The Borrower fails to make a payment in respect of Interest when due or the Borrower fails to cure a Borrowing Base Deficiency, which failure shall continue unremedied for a period of [***] Business Days of the applicable due date, as provided under Section 2.08(b) in each case solely to the extent Borrower provides Lender with written evidence reasonably satisfactory to Lender that such failure is solely the result of an administrative error;
(b)The Borrower shall fail to make any payment or deposit to be made by it hereunder when due, other than as set forth in clause (a) above (whether of principal or interest at stated maturity, upon acceleration, or at mandatory prepayments), which failure shall continue unremedied for a period of [***] Business Days;
(c)Borrower shall fail to comply with the requirements of Section 7.01(a)(i)(A), Section 7.01(a)(i)(C), Section 7.01(g), Section 7.01(h)(1) through (4), Section 7.01(l), Section 7.01(cc), Section 7.02(b), Section 7.02(c), Section 7.02(g), Section 7.02(h), Section 7.02(i), Section 7.02(j) or Section 7.03(c) hereof, and such default shall continue unremedied for a period of [***] Business Day; or Borrower shall otherwise fail to observe or perform any other obligation or covenant contained in this Agreement or any other Facility Document and such failure to observe or perform shall continue unremedied for a period of [***] Business Days following knowledge of, or notice to, Borrower;
(d)Any representation, warranty or certification made or deemed made herein or in any other Facility Document by Borrower or any certificate furnished to Lender pursuant to the provisions thereof, shall prove to have been false or misleading in any material respect as of the time made or furnished (other than the representations and warranties set forth in Section 6.02 which shall be considered solely for the purpose of determining the Market Value of the Eligible Servicing Rights; unless (i) Borrower shall have made any such representations, warranties or certifications with knowledge that they were materially false or misleading at the time made or (ii) any such representations, warranties or certifications have been determined by Lender in its reasonable discretion to be materially false or misleading on a regular basis), and which false or misleading representation, warranty or certification shall continue unremedied for a period of [***] Business Days;
(e)(1) The failure of the Borrower to be an approved servicer under the guidelines of each Applicable Agency with respect to which any Eligible Servicing Rights pledged under this Agreement relate, (2) the Borrower fails to service or subservice, as
35

applicable, in accordance with any Applicable Agency Guide (subject to any cure right provided by the Agency) and the Lender determines in its good faith discretion that such failure is reasonably likely to have a Material Adverse Effect, (3) the Borrower is terminated as servicer with respect to any Eligible Servicing Rights by any Applicable Agency, (4) the Borrower shall at any time be terminated, revoked or suspended as servicer, for cause, with respect to any whole loan servicing or subservicing rights that make up a material portion of Borrower’s servicing portfolio, (5) Borrower shall cease to be approved by or its approval shall be revoked, suspended, rescinded, halted, eliminated, withdrawn, annulled, repealed, voided or terminated by any Agency as an approved seller/servicer or lender, (6) all or a portion of Borrower’s servicing or subservicing portfolio consisting of loans of any Agency is seized, (7) any Agency shall at any time cease to accept delivery of any loan or loans from Borrower under any program or notifies Borrower that any Agency shall cease accepting loan deliveries from Borrower or (8) receipt by Borrower of an unqualified or unconditional notice in writing (including e-mail or other electronic notice) from any Agency indicating material breach, default or material non-compliance by Borrower which entitles such Agency to terminate a Servicing Contract, which notice has not been rescinded or nullified within [***] Business Days of its receipt by Borrower;
(f)A Subservicer Termination Event shall have occurred and the Borrower shall fail to (i) terminate and identify a replacement Subservicer within [***] days (or such longer period as may be agreed to by Lender) after the occurrence of such Subservicer Termination Event and (ii) replace such Subservicer within [***] days after the occurrence of such Subservicer Termination Event;
(g)The Lender does not, or ceases to, have a perfected security interest in the Collateral or any material part thereof, subject only to the interests of the Applicable Agency with respect to Eligible Servicing Rights, other than as a result of a release of such security interest by the Lender and such default continues unremedied for a period of [***] Business Day after the earlier of (i) a Responsible Officer of the Borrower having actual knowledge thereof and (ii) written notice of such default from the Lender;
(h)The Borrower shall cease to be approved by or its approval shall be revoked, suspended, rescinded, halted, eliminated, withdrawn, annulled, repealed, voided or terminated by (i) Ginnie Mae as an approved issuer, (ii) HUD, pursuant to Sections 203 and 211 of the National Housing Act, (iii) FHA, as an FHA Approved Mortgagee or servicer, (iv) VA as a VA Approved Lender, (v) Fannie Mae as an approved seller/servicer or lender, or (vi) Freddie Mac as an approved seller/servicer or lender;
(i)(i) Borrower shall default under, or fail to perform as required under, or shall otherwise breach the terms of any instrument, agreement or contract between Borrower, on the one hand, and Lender or any of Lender’s Affiliates on the other; in each case subject to any applicable grace or cure period; or (ii) Borrower shall have triggered an event of default (howsoever defined under the applicable agreement) under the terms of any repurchase agreement, loan and security agreement, MSFTA/derivatives agreement, or similar credit facility or agreement for borrowed funds entered into by Borrower and any third party which facility or agreement provides for an aggregate borrowing capacity at least equal to the TNW Threshold.
(j)[Reserved];
(k)The failure of the Borrower to maintain any net worth requirements, liquidity or other minimum financial covenant requirements of any Applicable Agency;
(l)Any final judgment or judgments or order or orders for the payment of money in excess of the TNW Threshold in the aggregate shall be rendered against Borrower by
36

one or more courts, administrative tribunals or other bodies having jurisdiction over them and the same shall not be satisfied (unless said final judgment or judgments shall contain allegations of fraud), discharged (or provisions shall not be made for such discharge), or a stay of execution thereof shall not be procured, within [***] days from the date of entry thereof;
(m)An Insolvency Event shall occur to Borrower or any of its Affiliates or Subsidiaries;
(n)Any Governmental Authority (other than an Agency) acting or purporting to act under Governmental Authority shall have taken (A) any action to condemn, seize or appropriate, or to assume custody or control of, all or any substantial part of the property of Borrower, or (B) any action to displace the management of Borrower or to curtail its authority in the conduct of the business of Borrower or (C) any action in the nature of enforcement to remove or restrict, or limit in any material respect, the conduct of the business of Borrower;
(o)[Reserved];
(p)A Change of Control of Borrower shall have occurred without the prior consent of Lender;
(q)This Agreement, the Note, the Pricing Side Letter, any Servicing Contract (but excluding any agreement described in clause (iii) of the definition of “Servicing Contract” herein), any Acknowledgement Agreement shall for whatever reason (including an event of default thereunder) be terminated or shall cease to be in full force and effect, or the enforceability thereof shall be contested by Borrower; or
(r)(i) Borrower shall engage in any non-exempt “prohibited transaction” (as defined in Section 406 of ERISA or Section 4975 of the Code) involving any Plan, (ii) a determination that a Plan is “at risk” (within the meaning of Section 302 of ERISA) or any Lien in favor of the PBGC or a Plan shall arise on the assets of Borrower or any ERISA Affiliate, (iii) a Reportable Event shall occur with respect to, or proceedings shall commence to have a trustee appointed, or a trustee shall be appointed, to administer or to terminate, any Plan, which Reportable Event or commencement of proceedings or appointment of a trustee is, in the reasonable opinion of Lender, likely to result in the termination of such Plan for purposes of Title IV of ERISA, (iv) any Plan shall terminate for purposes of Title IV of ERISA, (v) Borrower or any ERISA Affiliate shall incur any liability in connection with a withdrawal from, or the insolvency of, a Multiemployer Plan, (vi) Borrower or any ERISA Affiliate shall file an application for a minimum funding waiver under Section 302 of ERISA or Section 412 of the Code with respect to any Plan, or (vii) any obligation for post-retirement medical costs (other than as required by COBRA) exists, and in each case in clauses (i) through (vii) above, such event or condition, together with all other such events or conditions, if any, is likely to subject Borrower to any tax, penalty or other liabilities in the aggregate which would reasonably be expected to have a Material Adverse Effect.
Section 8.02    Remedies.
(a)Optional Acceleration. Upon the occurrence of an Event of Default (other than an Event of Default described in Section 8.01(m)), the Lender may by written notice to the Borrower, terminate the Facility and declare all Loans and all other Obligations to be immediately due and payable.
(b)Automatic Acceleration. Upon the occurrence of an Event of Default described in Section 8.01(m), the Facility shall be automatically terminated and the Loans and all
37

other Obligations shall be immediately due and payable upon the occurrence of such event, without demand or notice of any kind.
(c)Remedies. Upon any acceleration of the Loans pursuant to this Section 8.02, the Lender, in addition to all other rights and remedies under this Agreement or otherwise, shall have all other rights and remedies provided under the UCC of each applicable jurisdiction and other Applicable Laws, which rights shall be cumulative. The Borrower agrees, upon the occurrence of an Event of Default and notice from the Lender, to assemble, at its expense, all of the Collateral that is in its possession (whether by return, repossession, or otherwise) at a place designated by the Lender. All out-of-pocket costs incurred by the Lender in the collection of all Obligations, and the enforcement of its rights hereunder, including reasonable attorneys’ fees and legal expenses, shall be paid out of the Collateral. Without limiting the foregoing, upon the occurrence of an Event of Default and the acceleration of the Loans pursuant to this Section 8.02, the Lender may, to the fullest extent permitted by Applicable Law, without notice, advertisement, hearing or process of law of any kind, but subject to the terms of any applicable Acknowledgment Agreement, (i) enter upon any premises where any of the Collateral which is in the possession of the Borrower (whether by return, repossession, or otherwise) may be located and take possession of and remove such Collateral, (ii) sell any or all of such Collateral, free of all rights and claims of the Borrower therein and thereto, at any public or private sale, and (iii) bid for and purchase any or all of such Collateral at any such sale. Any such sale shall be conducted in a commercially reasonable manner and in accordance with Applicable Law. The Borrower hereby expressly waives, to the fullest extent permitted by applicable law, any and all notices, advertisements, hearings or process of law in connection with the exercise by the Lender of any of its rights and remedies upon the occurrence of an Event of Default. Each of the Lender and the Borrower shall have the right (but not the obligation) to bid for and purchase any or all Collateral at any public or private sale. The Borrower hereby agrees that in any sale of any of the Collateral, the Lender is hereby authorized to comply with any limitation or restriction in connection with such sale as it may be advised by counsel is necessary in order to avoid any violation of Applicable Law (including, without limitation, compliance with such procedures as may restrict the number of prospective bidders and purchasers, require that such prospective bidders and purchasers have certain qualifications, and restrict such prospective bidders and purchasers to Persons who will represent and agree that they are purchasing for their own account for investment and not with a view to the distribution or resale of such Collateral), or in order to obtain any required approval of the sale or of the purchaser by any Governmental Authority, and the Borrower further agrees that such compliance shall not result in such sale being considered or deemed not to have been made in a commercially reasonable manner. The Lender shall not be liable for any sale, private or public, conducted in accordance with this Section 8.02(c). If an Event of Default occurs, and upon acceleration of the Loans hereunder, the Loans and all other Obligations shall be immediately due and payable, and Collections on the Eligible Servicing Rights and proceeds of sales and securitizations of Eligible Servicing Rights, and other Collateral will be used to pay the Obligations. The terms set forth in this Section 8.02(c) are subject to the Freddie Mac Requirements and Freddie Mac’s Superior Interest.
(d)In the event that the Borrower receives a notice from any Applicable Agency indicating a material breach, material default or material non-compliance by the Borrower that the Lender reasonably determines may entitle an Applicable Agency to terminate such Borrower as servicer pursuant to the related Servicing Contracts, which breach, default or non-compliance has not been satisfactorily cured or remedied within [***] Business Days of the receipt by the Borrower of such notice, or such lesser time as Lender believes is necessary to protect its interest and provides the Borrower with written notice thereof, as the case may be, the Lender may by written notice to the Borrower, terminate the Facility and declare all Loans and all other Obligations to be immediately due and payable.
38

ARTICLE IX
ASSIGNMENT
Section 9.01    Restrictions on Assignments. The Borrower shall not assign its rights hereunder or any interest herein without the prior written consent of the Lender. The Lender may, in the ordinary course of its business and in accordance with applicable law, assign any or all of its rights and obligations under this Agreement, under any Loan pursuant to this Agreement or under the other Facility Documents, to any of its Affiliates or Subsidiaries and, with the prior written consent of the Borrower, any bank or other entity; provided, that (i) such assignment is approved by the Applicable Agency, (ii) the Borrower, the Applicable Agency and the related assignee enter into an acknowledgement agreement in which the Applicable Agency acknowledges the related security interest of such assignee in the Servicing Rights, (iii) with respect to any assignment to any of its Affiliates or Subsidiaries, the Lender shall provide the Borrower with notice of such assignment and (iv) with respect to any assignment to a bank or other entity other than to an Affiliate or Subsidiary of Lender, Lender shall provide the Borrower with notice of such assignment and Borrower shall incur no greater liability to such bank or other entity than the liability of Borrower to Lender provided hereunder. The foregoing shall not limit Lender’s ability to pledge or assign a security interest in all or any portion of its rights under this Agreement to secure obligations of Lender pursuant to Section 9.04(b). This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns. Each Participant (as defined below) and each Lender assignee shall be subject to the requirements set forth in the confidentiality agreement in the form of Exhibit E attached hereto. Notwithstanding anything herein to the contrary, following the occurrence and during the continuance of an Event of Default, Lender shall be entitled to assign its rights and obligations under this Agreement or issue one or more participation interests to any Person without the consent of Borrower.
Section 9.02    Evidence of Assignment; Endorsement on Notes. The Lender hereby agrees that it shall endorse the Notes to reflect any assignments made pursuant to this Article IX or otherwise. In the event that Lender assigns its rights in accordance with Section 9.01, Lender shall, acting solely for this purpose as a non-fiduciary agent of the Borrower, maintain at one of its offices a copy of each assignment and assumption delivered to it and a register for the recordation of the names and addresses of the Lenders, and the commitments of, and principal amounts (and stated interest) of the Loans owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable time and from time to time upon reasonable prior notice.
Section 9.03    Rights of Assignee. Upon the assignment the Lender of all of its rights and obligations hereunder, under the Notes and under the other Facility Documents to an assignee in accordance with Section 9.01, such assignee shall have all such rights and obligations of the Lender as set forth in such assignment or delegation, as applicable, and all references to the Lender in this Agreement or any Facility Document shall be deemed to apply to such assignee to the extent of such interest. If any interest in any Facility Document is transferred to any assignee which is organized under the laws of any jurisdiction other than the United States or any State thereof, the transferor Lender shall cause such assignee, concurrently with the effectiveness of such transfer, to comply with the provisions of Section 3.02.
Section 9.04    Permitted Participants; Effect. (a)    Lender may, in accordance with applicable law, at any time, upon at least [***] Business Days’ prior written notice to the Borrower, sell to one or more entities (“Participants”) participating interests in this Agreement,
39

its agreement to make Advances, or any other interest of Lender hereunder and under the other Facility Documents; provided that Lender shall not be required to provide advance notice to Borrower with respect to participating interests to the Federal Reserve Bank. In the event of any such sale by Lender of participating interests to a Participant, Lender’s obligations under this Agreement to Borrower shall remain unchanged, Lender shall remain solely responsible for the performance thereof and Borrower shall continue to deal solely and directly with Lender in connection with Lender’s rights and obligations under this Agreement and the other Facility Documents. Borrower agrees that if amounts outstanding under this Agreement are due or unpaid, or shall have been declared or shall have become due and payable upon the occurrence of an Event of Default, each Participant shall be deemed to have the right of set-off in respect of its participating interest in amounts owing under this Agreement to the same extent as if the amount of its participating interest were owing directly to it as a Lender under this Agreement; provided, that such Participant shall only be entitled to such right of set-off if it shall have agreed in the agreement pursuant to which it shall have acquired its participating interest to share with Lender the proceeds thereof. For the avoidance of doubt, any amounts that are set-off pursuant to the foregoing shall pay, prepay, repay, discharge or otherwise satisfy the obligations owed to the applicable Participant and Lender by the Borrower in an amount equal to the amount of such set-off. Lender, acting solely for this purpose as an agent of Borrower, shall maintain a register on which it enters the name and address of each Participant and each Lender assignee and the principal amounts (and stated interest) of each Participant’s and each Lender assignee, assignee’s interest in the rights and obligations under this Agreement and related Facility Documents (the “Register”) The entries in the Register shall be conclusive absent manifest error, and Borrower and its Affiliates and Lender shall treat each person whose name is recorded in the Register as the owner of the related participation or assignment for purposes of this Agreement. The Register shall be available for inspection by Borrower, Lender and other parties hereto at any reasonable time and from time to time upon reasonable prior notice.
(a)Lender may furnish any information concerning a Borrower or any of its Subsidiaries in the possession of Lender from time to time to assignees and Participants (including prospective assignees and Participants) only after notifying Borrower in writing and securing signed confidentiality agreements and only for the sole purpose of evaluating assignments or participations and for no other purpose. For the avoidance of doubt, no signed confidentiality agreements shall be required in the event information concerning a Borrower or any of its Subsidiaries in the possession of Lender from time to time is furnished to the Federal Reserve Bank in connection with a repledge or rehypothecation or other financing of Advances to the Federal Reserve Bank.
(b)Borrower agrees to reasonably cooperate with Lender in connection with any such assignment and/or participation, to execute and deliver replacement notes, and to enter into such restatements of, and amendments, supplements and other modifications to, this Agreement and the other Facility Documents in order to give effect to such assignment and/or participation, with any related expenses incurred by Borrower prior to the occurrence of an Event of Default to be paid by Lender.
Section 9.05    Voting Rights of Participants.
    The Lender shall retain the sole right to approve, without the consent of any Participant, any amendment, modification or waiver of any provision of the Facility Documents other than any amendment, modification, or waiver with respect to any Loan or Committed Amount in which such Participant has an interest which forgives principal, interest, or fees or reduces the interest rate or fees payable with respect to any such Loan or Committed Amount, extends the Loan Repayment Date, postpones any date fixed for any regularly scheduled payment of principal of, or interest or fees on, any such Loan or Committed Amount or releases all or
40

substantially all of the Collateral (other than as expressly permitted pursuant to the Facility Documents).
ARTICLE X
INDEMNIFICATION
Section 10.01    Indemnities by the Borrower. Without limiting any other rights which any such Person may have hereunder or under Applicable Law, the Borrower hereby agrees to indemnify, the Lender, its Affiliates, successors, permitted transferees and assigns and all officers, directors, shareholders, controlling persons, employees and agents of any of the foregoing (each an “Indemnified Party”), forthwith on demand, from and against any and all damages, losses, claims, liabilities and related out-of-pocket costs and expenses, including reasonable attorneys’ fees and disbursements (all of the foregoing being collectively referred to as “Indemnified Amounts”) awarded against or incurred by any of them arising out of or as a result of this Agreement, the other Facility Documents, or any transaction contemplated hereby or thereby excluding, however, (a) Indemnified Amounts to the extent a court of competent jurisdiction determines that they resulted from gross negligence, bad faith or willful misconduct on the part of such Indemnified Party, (b) in the event that the Lender has assigned its rights or delegated its obligations in respect of this Agreement, and the Indemnified Amounts with respect to such assignee exceed the Indemnified Amounts that would otherwise have been payable by the Borrower to the Lender, the amount of such excess, (c) any lost profits or indirect, exemplary, punitive or consequential damages of any Indemnified Party and (d) any other amounts specifically identified herein as to which Borrower’s liability is expressly limited, but only to the extent of such express limitation. In any suit, proceeding or action brought by the Lender in connection with any Collateral for any sum owing thereunder, or to enforce any provisions of any Collateral, the Borrower will save, indemnify and hold the Lender harmless from and against all expense, loss or damage suffered by reason of any defense, set-off, counterclaim, recoupment or reduction or liability whatsoever of the account debtor or obligor thereunder, arising out of a breach by Borrower of any obligation thereunder or arising out of any other agreement, indebtedness or liability at any time owing to or in favor of such account debtor or obligor or its successors from the Borrower. The Borrower also agrees to reimburse the Lender as and when billed by the Lender for all the Lender’s documented out-of-pocket costs and expenses incurred in connection with the enforcement or the preservation of the Lender’s rights under this Loan Agreement, the Note, any other Facility Document or any transaction contemplated hereby or thereby, including without limitation the reasonable fees and disbursements of its counsel. The Borrower hereby acknowledges that, notwithstanding the fact that the Note is secured by the Collateral, the obligation of the Borrower under the Note is a recourse obligation of the Borrower. Under no circumstances shall any Indemnified Party be liable to the Borrower for any lost profits or indirect, exemplary, punitive or consequential damages. This Section 10.01 shall not apply with respect to Taxes other than any Taxes that represent losses, claims, damages, etc. arising from any non-Tax claim.
Section 10.02    General Provisions. If for any reason the indemnification provided above in Section 10.01 (and subject to the limitations on indemnification contained therein) is unavailable to an Indemnified Party or is insufficient to hold an Indemnified Party harmless on the basis of public policy, then the Borrower shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, claim, damage or liability in such proportion as is appropriate to reflect not only the relative benefits received by such Indemnified Party on the one hand and the Borrower on the other hand but also the relative fault of such Indemnified Party as well as any other relevant equitable considerations.
The provisions of this Article X shall survive the termination of this Agreement and the payment of the Obligations.
41

ARTICLE XI
MISCELLANEOUS
Section 11.01    Amendments, Etc.
Neither this Agreement nor any provision hereof may be amended, supplemented, or modified except pursuant to an agreement or agreements in writing entered into by the Borrower and the Lender and in accordance with the Freddie Mac Acknowledgment Agreement.
Section 11.02    Notices, Etc.
All notices and other communications provided for hereunder shall, unless otherwise stated herein, be in writing (including electronic or facsimile communication) and shall be personally delivered or sent by certified mail or overnight air courier, postage prepaid, or by email or facsimile, to the intended party at the address or email address of such party set forth opposite its name on Schedule 11.02 or at such other address or email address as shall be designated by such party in a written notice to the other parties hereto. All such notices and communications shall be effective, (i) if personally delivered, when received, (ii) if sent by overnight air courier, the next Business Day after delivery to the related air courier service, if delivery is guaranteed as of the next Business Day, (iii) if sent by certified mail, three Business Days after having been deposited in the mail, postage prepaid, and (iv) if transmitted by email, when sent, if sent during business hours (if sent after business hours, then on the next Business Day) except that notices and communications pursuant to Article II shall not be effective until received. In addition to the available means of delivering notice above, all notices and other communication provided for hereunder shall, unless stated otherwise herein, be in writing and shall be effective when sent via email during business hours to the Borrower at legalnotices@uwm.com, and to the Lender at bobbie.theivakumaran@citi.com (if sent via email after business hours, then on the next Business Day).
Section 11.03    No Waiver; Remedies
. No failure on the part of the Lender to exercise, and no delay in exercising, any right hereunder shall operate as a waiver thereof; nor shall any single or partial exercise of any right hereunder preclude any other or further exercise thereof or the exercise of any other right. The remedies herein provided are cumulative and not exclusive of any remedies provided by law.
Section 11.04    Binding Effect; Assignability
. This Agreement shall be binding upon and inure to the benefit of the Borrower and the Lender, and their respective successors and assigns, provided, however, that nothing in the foregoing shall be deemed to authorize any assignment not permitted in Section 9.01.
Section 11.05    Agreement Constitutes Security Agreement; Governing Law; Submission To Jurisdiction; Waivers.
(a)This Agreement shall constitute a security agreement within the meaning of the Uniform Commercial Code.
(b)This Agreement shall be governed by and construed in accordance with the laws of the state of New York without regard to conflicts of laws principles (other than section 5-1401 of the New York General Obligations Law, which by its terms applies to this agreement).
42

(c)each party hereto hereby irrevocably and unconditionally:
(i)submits for itself and its property in any legal action or proceeding relating to this Agreement, the Note and the other Facility Documents, or for recognition and enforcement of any judgment in respect thereof, to the non-exclusive general jurisdiction of the courts of the state of New York, the federal courts of the United States Of America for the southern district of New York, and appellate courts from any thereof;
(ii)consents that any such action or proceeding may be brought in such courts and, to the extent permitted by law, waives any objection that it may now or hereafter have to the venue of any such action or proceeding in any such court or that such action or proceeding was brought in an inconvenient court and agrees not to plead or claim the same;
(iii)agrees that service of process in any such action or proceeding may be effected by mailing a copy thereof by registered or certified mail (or any substantially similar form of mail), postage prepaid, to its address set forth under its signature below or at such other address of which the lender shall have been notified; provided that, at the time of such mailing an electronic copy of such service of process is also sent by electronic mail to the persons specified in the address for notices for such party on the signature page hereto (or such other persons of which the other parties hereto shall have been notified);
(iv)agrees that nothing herein shall affect the right to effect service of process in any other manner permitted by law or shall limit the right to sue in any other jurisdiction; and
(v)waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to this Agreement.
Section 11.06    Entire Agreement. This Agreement the Freddie Mac Acknowledgment Agreement, and the Facility Documents embodies the entire agreement and understanding of the parties hereto with respect to the matters set forth herein and supersedes any and all prior agreements, arrangements and understanding relating to the matters provided for herein.
Section 11.07    Acknowledgement. The Borrower and the Lender each hereby acknowledges that:
(a)it has been advised by counsel in the negotiation, execution and delivery of this Agreement, the Note and the other Facility Documents to which it is a party;
(b)neither the Lender nor the Borrower, as the case may be, has a fiduciary relationship to the other, and the relationship between the Borrower and the Lender is solely that of debtor and creditor; and
(c)no joint venture exists among or between the Lender and the Borrower.
Section 11.08    Captions and Cross References. The various captions (including, without limitation, the table of contents) in this Agreement are included for convenience only and shall not affect the meaning or interpretation of any provision of this Agreement. References in this Agreement to any underscored Section or Exhibit are to such Section or Exhibit of this Agreement, as the case may be.
Section 11.09    Execution in Counterparts. This Agreement may be executed in any number of counterparts and by different parties hereto in separate counterparts, each of which when so
43

executed shall be deemed to be an original and all of which when taken together shall constitute one and the same agreement. The parties agree that this Agreement, any documents to be delivered pursuant to this Agreement and any notices hereunder may be transmitted between them by e-mail. The parties intend that electronically imaged signatures such as .pdf files shall constitute original signatures and are binding on all parties.
Section 11.10    Confidentiality. The Facility Documents and their respective terms, provisions, supplements and amendments, and transactions and notices thereunder (the “Confidential Information”) are proprietary to Lender and shall be held by Borrower in strict confidence and shall not be disclosed to any third party without the consent of Lender except for (a) disclosure to such party’s Affiliates, directors, attorneys, agents or accountants; provided that such attorneys or accountants likewise agree to be bound by this covenant of confidentiality, or are otherwise subject to confidentiality restrictions, or (b) upon prior written notice to Lender, disclosure required by law, rule, regulation or order of a court or other regulatory body, or (c) upon prior written notice to Lender, disclosure to any approved hedge counterparty to the extent necessary to obtain any interest rate protection agreement hereunder, or (d) when circumstances reasonably permit, any disclosures or filing of this Agreement required under Securities and Exchange Commission (“SEC”) or state securities’ laws; provided that in no event shall any Confidential Information other than this Agreement (excluding in all cases the Pricing Side Letter and all terms set forth therein) be disclosed or filed publicly; and provided further that in the case of disclosure by any party pursuant to the foregoing clauses (b), (c), (d), (e) such disclosure is made in any party’s financial statements or footnotes as required by such party’s accountants, and Lender receives prior notice of such disclosure, in accordance with GAAP, and (f) such disclosures are made to buyers or prospective buyers of such party’s business, and its counsel, accountants, representatives and agents; provided that such disclosure is made pursuant to a non-disclosure agreement acceptable to the non-disclosing party and the disclosing party is responsible for the breach of such non-disclosure agreement. Lender agrees that neither Confidential Information nor any Confidential Borrower Financials shall be disclosed to any third party without the consent of Borrower; provided, that Lender shall be authorized to disclose Confidential Information and Confidential Borrower Financials, where such disclosure is made (i) in connection with the exercise of rights of Lender under any existing or proposed agreement or transaction between Lender and Borrower, (ii) with the consent of Borrower, (iii) in order to comply with any subpoena, order, regulation, ruling or request of any judicial, administrative or legislative body or committee or any self-regulatory body (including any securities or commodities exchange or the Financial Industry Regulatory Authority), (iv) at the request of a bank examiner in connection with an examination of Lender or its affiliates, or (v) otherwise as required by applicable law or regulation. Notwithstanding anything herein to the contrary, each party (and each employee, representative, or other agent of each party) may disclose to any and all persons, without limitation of any kind, the tax treatment and tax structure of the transaction and all materials of any kind (including opinions or other tax analyses) that are provided to it relating to such tax treatment and tax structure. For this purpose, tax treatment and tax structure shall not include (i) the identity of any existing or future party (or any Affiliate of such party) to this Agreement or (ii) any specific pricing information or other commercial terms, including the amount of any fees, expenses, rates or payments arising in connection with the transactions contemplated by this Agreement. Each of Buyer and each Seller acknowledges and agrees that portions of the Information may be subject to the Gramm-Leach-Bliley Act of 1999 (the “GLB”) and each party agrees to treat such information as required by the GLB for financial institutions and as required by applicable state and local privacy laws notwithstanding the termination or expiration of this Agreement.
Section 11.11    Survival. The obligations of the Borrower under Sections 3.02, 10.01, 11.01 and 11.10 hereof shall survive the repayment of the Loans and the termination of this Agreement. The obligations of the Lender under Section 11.10 shall survive for a period of two (2) years
44

following the termination of this Agreement. In addition, each representation and warranty made, or deemed to be made by a request for a borrowing, herein or pursuant hereto shall survive the making of such representation and warranty, and the Lender shall not be deemed to have waived, by reason of making any Loan, any Default that may arise by reason of such representation or warranty proving to have been false or misleading, notwithstanding that the Lender may have had notice or knowledge or reason to believe that such representation or warranty was false or misleading at the time such Loan was made.
Section 11.12    Set-Off. In addition to any rights and remedies of the Lender provided by this Agreement and by law, the Lender shall have the right, following the occurrence and during the continuance of an Event of Default, without prior notice to the Borrower, any such notice being expressly waived by the Borrower to the extent permitted by applicable law, upon any amount becoming due and payable by the Borrower hereunder (whether at the stated maturity, by acceleration or otherwise) to set-off and appropriate and apply against such amount any and all Property and deposits (general or special, time or demand, provisional or final), in any currency, and any other credits, indebtedness or claims, in any currency, in each case whether direct or indirect, absolute or contingent, matured or unmatured, at any time held or owing by the Lender or any Affiliate thereof to or for the credit or the account of the Borrower. Following the occurrence and during the continuance of an Event of Default, the Lender may set-off cash, the proceeds of the liquidation of any Collateral and all other sums or obligations owed by the Lender or its Affiliates to the Borrower against all of the Borrower’s obligations to the Lender or its Affiliates, whether under this Loan Agreement or under any other agreement between the parties or between the Borrower and any affiliate of the Lender, or otherwise, whether or not such obligations are then due, without prejudice to the Lender’s or its Affiliate’s right to recover any deficiency. The Lender agrees promptly to notify the Borrower after any such set-off and application made by the Lender; provided that the failure to give such notice shall not affect the validity of such set-off and application.
Section 11.13    Erroneous Payments.
(a)(i) If Lender notifies Borrower, Participant, assignee of any party hereto or other recipient that Lender has determined in its sole discretion that any funds received by such recipient from Lender or any of its Affiliates were erroneously transmitted to, or otherwise erroneously or mistakenly received by, such recipient (whether or not known to such recipient) (any such funds whether as a payment, prepayment or repayment of principal, interest, fees or other amounts; a distribution or otherwise; individually and collectively, a “Payment” and any such recipient, an “Unintended Recipient”) and demands the return of such Payment (or a portion thereof), such Unintended Recipient shall promptly, but in no event later than one Business Day thereafter, return to Lender the amount of any such Payment (or portion thereof) as to which such a demand was made, in immediately available funds, together with interest thereon in respect of each day from and including the date such Payment (or portion thereof) was received by such Unintended Recipient to the date such amount is repaid to Lender in immediately available funds at the greater of the Pricing Rate and a rate determined by Lender in accordance with banking industry rules on interbank compensation from time to time in effect. Any Payment shall at all times remain the property of Lender and shall be held in trust by the applicable Unintended Recipient for the benefit of Lender until repaid to Lender pursuant to this Section 11.13(a)(i).
(i)To the extent permitted by applicable law, neither Borrower nor any other party hereto (other than Lender) shall assert any right or claim to a Payment, and hereby waives, any claim, counterclaim, defense or right of set-off or recoupment with respect to any demand, claim or counterclaim by Lender for the return of any Payments received, including without limitation waiver of any defense based on “discharge for value” or any similar doctrine.
45

(ii)A notice from Lender to any Unintended Recipient under this clause (a) shall be conclusive, absent manifest error.
(b)If an Unintended Recipient receives a Payment from Lender (or any of its Affiliates)
(i)that is in a different amount than, or on a different date from, that specified in a notice of payment or calculation statement sent by Lender (or any of its Affiliates) with respect to such Payment (a “Payment Notice”),
(ii)that was not preceded or accompanied by a Payment Notice, or
(iii)that such Unintended Recipient otherwise becomes aware was transmitted, or received, in error or by mistake (in whole or in part) or any Payment is otherwise inconsistent with such recipient’s or market expectations,
in each case, an error shall be presumed to have been made with respect to such Payment absent written confirmation from Lender to the contrary. Upon demand from Lender, such Unintended Recipient shall promptly, but in no event later than one Business Day thereafter, return to Lender the amount of any such Payment (or portion thereof) as to which such a demand was made.
(c)Borrower hereby agrees that the receipt by an Unintended Recipient of a Payment shall not pay, prepay, repay, discharge or otherwise satisfy any obligations owed to such Unintended Recipient by Borrower.
(d)Without prejudice to the survival of any other agreement of Borrower hereunder, the covenants and obligations of Borrower contained in this Section 11.13 shall survive the termination of this Agreement, any assignment permitted hereunder, and/or the satisfaction and discharge of all Obligations (or any portion thereof) under any Facility Document.
Section 11.14    Provisions Applicable to Freddie Mac and the Collateral.
Notwithstanding anything to the contrary in this Agreement or the other Facility Documents, Lender and Borrower acknowledge and agree that:
(a)Priority of Freddie Mac. The terms and provisions of this Agreement and the Facility Documents, the transactions contemplated hereby and thereby, the rights and remedies of the parties provided hereby and thereby, the security interest granted herein, and any payments or disbursements hereunder and thereunder are subject and subordinate in all respects to (i) Freddie Mac’s Superior Interests, (ii) the terms and provisions of the Freddie Mac Acknowledgment Agreement and the other Freddie Mac Requirements, and (iii) all claims of Freddie Mac arising out of or relating to any and all breaches, defaults and outstanding obligations of Borrower to Freddie Mac. In accordance with and subject to the Freddie Mac Acknowledgment Agreement, any funds received by Lender in connection with Lender’s exercise of its rights and remedies with respect to the Collateral will be applied first to reduce any amounts owed to Freddie Mac.
(b)Collateral. Lender has no security interest, assignment or any other form of pledge, security interest or lien in any collateral other than the Collateral expressly set forth in Section 4.01. The Collateral does not include or convey (i) payments of principal, interest, taxes and/or insurance made in respect of any Freddie Mac Mortgage Loans, (ii) Borrower’s rights or interests to reimbursement for any servicing advances related to Freddie Mac Servicing Contract
46

Rights, (iii) the Freddie Mac Servicing Contract, (iv) Borrower’s rights and claims under the Freddie Mac Acknowledgment Agreement, or (v) the right to (1) perform servicing under the Freddie Mac Guide, (2) terminate Borrower as an approved Freddie Mac Seller/Servicer, (3) terminate the Freddie Mac Servicing Contract (in whole or in part), (4) transfer any of the Freddie Mac Servicing Contract Rights, (5) any successor servicer or (6) Excess Yield.
(c)Approved Purposes. The Freddie Mac Servicing Contract Rights and related Collateral may only be pledged, and the proceeds of the Loans may only be used, for the purposes set forth in the Freddie Mac Acknowledgment Agreement.
(d)VPC Agreements. In connection with any Freddie Mac VPC Agreement, effective as of each date of transfer pertaining thereto, and without any payment by Borrower or compliance by Borrower with any other terms and provisions of this Agreement, Lender hereby covenants, represents, and warrants to Freddie Mac, without any further requirement or action by Lender, that Lender shall be conclusively deemed to have fully and finally released its lien, charge, security interest, encumbrance, claims, or interests arising out of or relating to (A) the Collateral pertaining to the Freddie Mac Servicing Contract Rights subject to the applicable transfer of servicing, and (B) the Acknowledgment Agreement, including without limitation, any right to make claims against Freddie Mac (for itself and for any principal), solely as related to the Freddie Mac Servicing Contract Rights subject to the applicable transfer of servicing. If requested by Freddie Mac, Lender shall promptly execute such further documentation as requested by Freddie Mac in order to further effectuate the terms and provisions of this Section 11.14(d). Solely in the event that defined term “Mortgage Loan Eligibility Criteria” or any other provision in either the VPC Agreement or referenced in Section 25(a) of the Freddie Mac Acknowledgment Agreement, is amended to include performing Mortgage Loans (as defined in the VPC Agreement) that would constitute Released Freddie Mac Servicing Rights, then this release provided by Lender in this Agreement as to Release Dates subsequent to the effective date of such amendment shall be subject to further review and approval by Freddie Mac and Lender.
(e)Terminology. Notwithstanding any extra-contractual meanings, the terms “MSR”, “mortgage servicing rights” and “Servicing Rights” (and any references to ownership thereof by Borrower) (i) are for convenience purposes only as a result of industry and accounting convention, and (ii) in fact refer to conditional servicing contract rights (as further described in the definition of “Freddie Mac Servicing Contract Rights”) with respect to which Borrower may have rights sufficient to satisfy UCC § 9-203(b)(2), but which Borrower cannot own.
(f)Consent in Sole and Absolute Discretion. Whenever in this Agreement there is a requirement Freddie Mac’s consent, Freddie Mac’s approval, Freddie Mac’s determination, Freddie Mac’s acceptance, Freddie Mac’s judgment or any other phrase of similar nature pertaining to an action required of Freddie Mac, it is understood by such phrase that Freddie Mac shall exercise the granting or withholding of its consent, approval, determination, acceptance, right or judgment in its sole and absolute discretion.
(g)Confidentiality. The parties hereto may disclose Confidential Information to Freddie Mac in connection with the Freddie Mac Acknowledgment Agreement.
(h)Assignment. Lender may not sell or assign any security interest in the Freddie Mac Servicing Contract Rights, in whole or in part, or any of its rights or obligations under this Agreement, except as may be expressly set forth in the Freddie Mac Acknowledgment Agreement and subject to Freddie Mac’s prior written consent.
47

(i)Amendment. Any modification or amendment of this Agreement or any of the Facility Documents must be made in compliance with the Freddie Mac Acknowledgment Agreement.
(j)Third-Party Beneficiary. Freddie Mac shall be an express third-party beneficiary of, and entitled to rely upon in all respects, Sections 4.01, 4.02(b) and this 11.14. Such Sections shall not be amended or modified without the prior written consent of Freddie Mac.
(k)Conflict. To the extent that any conflict exists or shall be adjudged to exist between the terms and provisions of (i) this Agreement or any of the Facility Documents, and (ii) the Freddie Mac Acknowledgement Agreement, the terms and provisions of the Freddie Mac Acknowledgement Agreement shall govern and control. To the extent that any conflict exists or shall be adjudged to exist between the provisions of (i) this Agreement or any of the Facility Documents and (ii) this Section 11.14, the terms and provisions of this Section 11.14 shall govern and control.
(l)Facility Documents.    With respect to interpretation of the term “Facility Documents” in this Agreement or any of the other Facility Documents:
(i)    The Freddie Mac Acknowledgment Agreement shall not be included within the term “Facility Documents” for purposes of this Section 11.14;
(ii)    Any references to the phrase “notwithstanding anything to the contrary herein or in any other Facility Document” (or any similar phrasing) shall be interpreted to mean “notwithstanding anything to the contrary herein or in any other Facility Document (other than the Freddie Mac Acknowledgment Agreement)”;
(iii)    Inclusion of the Freddie Mac Acknowledgment Agreement within the term “Facility Documents” shall not give to any party hereto any additional rights or remedies in the Freddie Mac Acknowledgment Agreement, nor the ability to assign rights or issue participations in the Freddie Mac Acknowledgment Agreement; and
(iv)    The parties hereto shall not use the inclusion of the Freddie Mac Acknowledgment Agreement within the term “Facility Documents” in any way to contest, delay, obstruct, hinder or interfere, directly or indirectly, with rights of Freddie Mac in this Agreement or the Freddie Mac Acknowledgment Agreement or in any way adverse to the interests of Freddie Mac.
Section 11.15    Amendment and Restatement.
    The terms and provisions of the Existing LSA shall be amended and restated in their entirety by the terms and provisions of this Agreement and shall supersede all provisions of the Existing LSA as of the date hereof. From and after the date hereof, all references made to the Existing LSA in any Facility Document or in any other instrument or document shall, without more, be deemed to refer to this Agreement. The execution, delivery and effectiveness of this Agreement shall not operate as a waiver of any power, remedy or right of the Lender, or constitute a waiver of any provision of, or any past noncompliance with the Existing LSA, or any other documents, instruments and agreements executed or delivered therewith or future noncompliance with any of the Facility Documents or any other documents, instruments and agreements executed or delivered therewith, and shall not operate as a consent to any further or
48

other matter under the Facility Documents. Each party hereto agrees and understands that by entering into and performing its obligations hereunder, this Agreement, as it amends and restates the Existing LSA shall not constitute a novation and shall in no way adversely affect or impair the priority of the Lender’s security interest and lien on the Collateral. UWM acknowledges and agrees that all obligations of UWM (including representations and warranties made, and covenants to be performed, prior to the Closing Date) under the Existing LSA will remain outstanding and continue in full force and effect, unpaid, unimpaired and undischarged, and all liens created under the Existing LSA will continue in full force and effect, unimpaired and undischarged having the same perfection and priority for payment and performance of the obligations of UWM as were in place under the Existing LSA.
[SIGNATURE PAGE FOLLOWS]
49

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective officers thereunto duly authorized, as of the date first above written.
UNITED WHOLESALE MORTGAGE, LLC, as Borrower
By:/s/ Alex Elezaj    
Name: Alex Elezaj                
Title: Executive Vice President, Chief Strategy Officer
CITIBANK, N.A., as Lender
By:/s/ Arunthathi Thievakumaran    
Name: Arunthathi Thievakumaran        
Title: Vice President                
[Loan and Security Agreement (Citi-United Wholesale MSR) (2023)]

SCHEDULE I
DEFINITIONS
1.1    Definitions. As used in this Agreement the following terms have the meanings as indicated:
“Acknowledgement Agreement” means, with respect to (i) Fannie Mae Servicing Rights, any Acknowledgement Agreement to be entered into by and among Fannie Mae, Borrower, and the applicable secured party, pursuant to which Fannie Mae acknowledges the security interest of the Lender or an agent on behalf of the Lender in the Pledged Servicing Rights arising under the Fannie Mae Servicing Contracts, together with any amendments and addenda thereto, and (ii) Freddie Mac Servicing Contract Rights, the Freddie Mac Acknowledgement Agreement, together with any amendments and addenda thereto.
“Adjusted Tangible Net Worth” shall have the meaning set forth in the Pricing Side Letter.
“Affiliate” shall mean, with respect to any Person, any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person; provided that with respect to Borrower, “Affiliate” shall exclude First Look Appraisals, LLC and Class Valuation LLC. For purposes of this definition, “control” (together with the correlative meanings of “controlled by” and “under common control with”) means possession, directly or indirectly, of the power (a) to vote 25% or more of the securities (on a fully diluted basis) having ordinary voting power for the directors or managing general partners (or their equivalent) of such Person, or (b) to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by contract, or otherwise.
“Agreement” has the meaning set forth in the preamble.
“Agency” means each of Fannie Mae, Freddie Mac and Ginnie Mae.
“Agency Consent Agreements” shall mean, to the extent related to Pledged Servicing Rights, each of (i) the subordination of interest agreements set forth on Schedule VII attached hereto, together with any amendments, modifications or supplements thereto, and (ii) any other applicable agreement entered into among the Borrower and any Agency.
“Agency Event” shall mean, with respect to any Subservicer servicing any Pledged Servicing Rights: (1) the failure of the Subservicer to be an approved seller/servicer or its approval shall be revoked, suspended, rescinded, halted, eliminated, withdrawn, annulled, repealed, voided or terminated under the guidelines of each Applicable Agency with respect to which any Eligible Servicing Rights pledged under this Agreement relate, (2) the Subservicer fails to service or subservice, as applicable, in accordance with any Applicable Agency Guide (subject to any cure right provided by the Agency) and the Lender determines in its good faith discretion that such failure is reasonably likely to have a Material Adverse Effect, (3) the Subservicer is terminated as servicer with respect to any Eligible Servicing Rights by any Applicable Agency, or (4) all or a portion of Subservicer’s servicing or subservicing portfolio consisting of loans of any Agency is seized.
“Agency Financial Covenants” shall mean the financial covenants applicable to Borrower required by each Agency, as applicable, which covenants are set forth in Exhibit 6.01(z) attached hereto.
Schedule I-1

“Agency Obligations” means with respect to any mortgage loan associated with a Specified Seller/Servicer ID, or otherwise attributed to Borrower by any Agency (a) any obligation, cost, fee, claim or liability (actual or contingent) of the Borrower in respect of such Mortgage Loan to indemnify the relevant Agency for any losses incurred in respect of any Mortgage Loan that was determined at the time of sale to have been ineligible for sale to the Agency due to a breach of one or more representations and warranties but accepted for purchase subject to any waiver and indemnity obligations, (b) any and all other obligations, costs, fees, claims or liabilities described from time to time as being sold “with recourse” as such term (or terms of similar meaning) are defined in the Applicable Agency Guide, as amended or supplemented from time to time, and any successor publications thereto having the same general contents and purpose and (c) any and all obligations, costs, fees, claims or liabilities (actual or contingent) imposed by any Agency.
“Alternate Rate” shall mean, with respect to each Interest Period, (a) the per annum rate of interest of the applicable Benchmark Replacement, determined by Lender for such Interest Period, plus (b) the Applicable Margin.
“Alternate Rate Loan” shall mean the Loan at such time as interest thereon accrues at a per annum rate of interest equal to the Alternate Rate.
“Ancillary Income” means all money which is due and payable in connection with each Mortgage Loan other than the Servicing Fee and specifically including, without limitation, late charge fees, assignment transfer fees, insufficient funds check charges, amortization schedule fees, interest from escrow accounts and all other incidental fees and charges and any Float Benefit, in each case, to the extent such amounts are allocable to a Mortgage Loan.
“Anti-Money Laundering Laws” has the meaning set forth in Section 6.01(u).
“Anti-Terrorism Laws” shall mean any Requirements of Law relating to terrorism, trade sanctions programs and embargoes, import/export licensing, money laundering or bribery, and any regulation, order, or directive promulgated, issued or enforced pursuant to such Requirements of Law, all as amended, supplemented or replaced from time to time as applicable to Borrower or its subsidiaries.
“Applicable Agency” means, (i) with respect to Fannie Mae Servicing Rights, Fannie Mae and (ii) with respect to Freddie Mac Servicing Contract Rights, Freddie Mac.
“Applicable Agency Guide” shall mean (i) with respect to Fannie Mae, the Fannie Mae Lender Contract, (ii) with respect to Freddie Mac, the Freddie Mac Guide and (iii) with respect to Ginnie Mae, the Ginnie Mae Guide.
“Applicable Law” shall mean as to any Person, any law, treaty, rule or regulation (including the Investment Company Act of 1940, as amended) or determination of an arbitrator or a court or other Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject.
“Applicable Margin” shall have the meaning set forth in the Pricing Side Letter.
“Attributed Rate” shall have the meaning set forth in the Pricing Side Letter.
“Available Loan Amount” shall have the meaning set forth in the Pricing Side Letter.
Schedule I-2

“Basel III” means “A Global Regulatory Framework for More Resilient Banks and Banking Systems” developed by the Basel Committee on Banking Supervision (or any successor or similar authority), initially published in December 2010.
“Benchmark” shall mean, (a) initially, the Term SOFR Reference Rate; and (b) if a Benchmark Transition Event and its related Benchmark Replacement Date have occurred with respect to the Term SOFR Reference Rate or the then current Benchmark, then the applicable Benchmark Replacement. Notwithstanding anything to the contrary herein, Lender shall have the sole discretion to re-set the Benchmark on a daily basis.
“Benchmark Replacement” shall mean, with respect to any Benchmark Transition Event, the sum of (a) the alternate benchmark rate that has been selected by Lender, giving due consideration to (i) any selection or recommendation of a replacement benchmark rate or the mechanism for determining such a rate by the Relevant Governmental Body or (ii) any evolving or then-prevailing market convention for determining a rate of interest as a replacement for the then-current Benchmark for U.S. dollar-denominated syndicated or bilateral credit facilities at such time and (b) the Benchmark Replacement Adjustment; provided that, in no event shall the Benchmark Replacement for any Interest Period be deemed to be less than zero.
“Benchmark Replacement Adjustment” shall mean, with respect to any replacement of the then-current Benchmark with an Unadjusted Benchmark Replacement, the spread adjustment, or method for calculating or determining such spread adjustment (which may be a positive or negative value or zero) that has been selected by Lender giving due consideration to (a) any selection or recommendation of a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then-current Benchmark with the applicable Unadjusted Benchmark Replacement by the Relevant Governmental Body or (b) any evolving or then-prevailing market convention for determining a spread adjustment, or method for calculating or determining such spread adjustment, for the replacement of the then current Benchmark with the applicable Unadjusted Benchmark Replacement for U.S. dollar denominated syndicated or bilateral credit facilities at such time.
“Benchmark Replacement Date” shall mean the earlier to occur of the following events with respect to the then current Benchmark:
(a)    in the case of clause (a) or (b) of the definition of “Benchmark Transition Event,” the later of (i) the date of the public statement or publication of information referenced therein and (ii) the date on which the administrator of the Benchmark (or the published component used in the calculation thereof) permanently or indefinitely ceases to provide the Benchmark (or such component thereof); and
(b)    in the case of clause (c) of the definition of “Benchmark Transition Event,” the first date on which such Benchmark (or the published component used in the calculation thereof) has been determined and announced by or on behalf of the administrator of such Benchmark (or such component thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) to be non-representative or non-compliant with or non-aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks; provided that such non-representativeness, non-compliance or non-alignment will be determined by reference to the most recent statement or publication referenced in such clause (c) and even if any available tenor of such Benchmark (or such component thereof) continues to be provided on such date.
“Benchmark Transition Event” shall mean the occurrence of one or more of the following events with respect to the then-current Benchmark:
Schedule I-3

(a)    a public statement or publication of information by or on behalf of the administrator of the Benchmark (or the published component used in the calculation thereof) announcing that such administrator has ceased or will cease to provide the Benchmark (or such component thereof), permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component thereof);
(b)    a public statement or publication of information by the regulatory supervisor for the administrator of the Benchmark (or the published component used in the calculation thereof), the central bank for the currency of the Benchmark, an insolvency official with jurisdiction over the administrator for the Benchmark (or such component), a resolution authority with jurisdiction over the administrator for the Benchmark (or such component) or a court or an entity with similar insolvency or resolution authority over the administrator for the Benchmark (or such component), which states that the administrator of the Benchmark (or such component) has ceased or will cease to provide the Benchmark (or such component thereof) permanently or indefinitely, provided that, at the time of such statement or publication, there is no successor administrator that will continue to provide the Benchmark (or such component thereof); or
(c)    a public statement or publication of information by or on behalf of the administrator of such Benchmark (or the published component used in the calculation thereof) or the regulatory supervisor for the administrator of such Benchmark (or such component thereof) announcing that the Benchmark (or such component thereof) is not, or as of a specified future date will not be, representative or in compliance with or aligned with the International Organization of Securities Commissions (IOSCO) Principles for Financial Benchmarks.
“Benchmark Unavailability Period” shall mean, unless and until a Benchmark Replacement is implemented with respect to the then-current Benchmark pursuant to Section 2.11(e)(i) (rather than pursuant to Section 2.11(c)), each (if any) Interest Period for which Lender determines that (a) adequate and reasonable means do not exist for ascertaining the component of the Interest Rate based on Term SOFR (or the then-current Benchmark if the Loan is then an Alternate Rate Loan) (including, if the Benchmark is the Term SOFR Reference Rate, that Term SOFR cannot be determined in accordance with the definition thereof) or (b) it is unlawful to use the then-current Benchmark to determine the applicable Interest Rate for any Interest Period.
“Board” means the Board of Governors of the Federal Reserve System of the United States of America.
“Borrower” has the meaning set forth in the preamble.
“Borrower Funding Request” means the request to fund a Loan on any Funding Date, substantially in the form of Exhibit 2.03, delivered in accordance with Section 2.03.
“Borrowing Base” has the meaning set forth in the Pricing Side Letter.
“Borrowing Base Deficiency” has the meaning set forth in Section 2.08(b).
“Borrowing Base Report” means the borrowing base report, substantially in a format agreed upon between the Borrower and Lender, delivered by the Lender in accordance with Section 2.04.
“Borrowing Base Shortfall Day” has the meaning set forth in Section 2.08(b).
Schedule I-4

“Business Day” means any day other than (i) a Saturday or Sunday, or (ii) a day on which banking institutions in the states of New York, Texas or Michigan are required or authorized by law to be closed.
“Capital Lease Obligations” means, for any Person, all obligations of such Person to pay rent or other amounts under a lease of (or other agreement conveying the right to use) Property to the extent such obligations are required to be classified and accounted for as a capital lease on a balance sheet of such Person under GAAP, and, for purposes of this Agreement, the amount of such obligations shall be the capitalized amount thereof, determined in accordance with GAAP.
“Capital Stock” means any and all shares, interests, participations or other equivalents (however designated) of capital stock of a corporation, any and all equivalent ownership interests, including, without limitation, limited and general partnership interests, in a person (other than a corporation) and any and all warrants, rights or options to purchase any of the foregoing.
“Cash Equivalents” shall have the meaning set forth in the Pricing Side Letter.
“Change of Control” shall mean, the occurrence of any of the following: (a) any transaction or event as a result of which any “person” or “group” (as such terms are used for purposes of Sections 13(d) and 14(d) of the Exchange Act), other than SFS Holding Corp. or Mathew Ishbia, is or becomes the beneficial owner directly or indirectly, of more than 50% of the total voting power of UWM Holdings Corporation; (b) any transaction or event as a result of which (i) UWM Holdings Corporation ceases to serve as the manager of UWM Holdings, LLC or (ii) any Person other than SFS Holding Corp. or UWM Holdings, LLC becomes the sole member of, and/or serves as the sole manager of, Borrower; (c) the sale, transfer, or other disposition of all or substantially all of Borrower’s assets (excluding any such action permitted under this Agreement or taken in connection with any securitization transaction or routine sales of Mortgage Loans and Servicing Rights); or (d) the consummation of a merger or consolidation of Borrower with or into another entity or any other corporate reorganization, if more than 50% of the combined voting power or equity interests of the continuing or surviving entity’s equity outstanding immediately after such merger, consolidation or such other reorganization is owned by persons who were not equity holders of the Borrower immediately prior to such merger, consolidation or other reorganization.
“Closing Date” means the date on which all of the conditions set out in Section 5.01 are satisfied or waived in writing by Lender.
“Code” shall mean the Internal Revenue Code of 1986, as amended from time to time.
“COBRA” has the meaning set forth in Section 6.01(y).
“Collateral” has the meaning set forth in Section 4.01.
“Collateral Account” means, as applicable, each account established by the Borrower for the benefit of Fannie Mae, Freddie Mac or Ginnie Mae (as applicable) as currently set forth on Schedule II attached hereto.
“Collateral Account Activity” has the meaning set forth in Section 7.01(v).
“Collateral Reporting Date” has the meaning set forth in Section 2.03(a).
“Collateral Value” shall have the meaning set forth in the Pricing Side Letter.
Schedule I-5

“Collection Period” means, with respect to any Monthly Settlement Date, the calendar month most recently ended.
“Committed Amount” shall have the meaning set forth in the Pricing Side Letter.
“Commitment Adjustment Notice” means a notice substantially in the form of Exhibit 2.10(b) attached to the Pricing Side Letter.
“Commitment Fee” shall have the meaning set forth in the Pricing Side Letter.
“Compliance Certificate” means a certificate substantially in the form of Exhibit 7.01 hereto or another form mutually acceptable to Lender and Borrower.
“Confidential Borrower Financials” shall mean, any financial statements and related supporting documents of Borrower which were clearly marked confidential when received by Lender from Borrower or (i) which was presented to a Responsible Officer of the Lender and (ii) would be understood by a reasonable person to be confidential.
“Conforming Changes” shall mean, with respect to either the use or administration of Term SOFR or the use, administration, adoption or implementation of any Benchmark Replacement, any technical, administrative or operational changes (including changes to the definition of “Business Day,” “Determination Date,” “Interest Period,” “Payment Date,” and “U.S. Government Securities Business Day,” timing and frequency of determining rates and making payments of interest, preceding and succeeding business day conventions and other administrative or operational matters) that Lender determines may be appropriate or necessary to reflect the adoption and implementation of any such rate or to permit the use and administration thereof by Lender in a manner substantially consistent with market practice (or, if Lender decides that adoption of any portion of such market practice is not administratively feasible or if Lender determines that no market practice for the administration of any such rate exists, in such other manner of administration as Lender decides is reasonably necessary in connection with the administration of this Agreement and the other Facility Documents).
“Connection Income Taxes” means, with respect to any Lender, Taxes imposed as a result of a present or former connection between such Lender and the jurisdiction imposing such Tax (other than connections arising from such Lender having executed, delivered, become a party to, performed its obligations under, received payments under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Facility Document, or sold or assigned an interest in any Loan or any Facility Document).
“Contractual Obligation” shall mean as to any Person, any material provision of any material agreement, instrument or other undertaking to which such Person is a party or by which it or any of its property is bound or any material provision of any security issued by such Person.
“Covered Entity” shall mean (a) Borrower and each of its Subsidiaries and (b) each Person that, directly or indirectly, is in control of a Person described in clause (a) above. For purposes of this definition, control of a Person shall mean the direct or indirect (x) ownership of, or power to vote, 25% or more of the issued and outstanding equity interests having ordinary voting power for the election of directors of such Person or other Persons performing similar functions for such Person, or (y) power to direct or cause the direction of the management and policies of such Person whether by ownership of equity interests, contract or otherwise.
“Covered Mortgage” shall have the meaning set forth in the Freddie Mac Acknowledgment Agreement.
Schedule I-6

“Credit Fee in Yield” – has the meaning set forth in the Glossary to the Freddie Mac Guide.
“Custodial File” means with respect to any Mortgage Loan, a file pertaining to such Mortgage Loan being held by the Custodian that contains the mortgage documents pertaining to such Mortgage Loan.
“Custodian” means any financial institution that holds documents for any of the Mortgage Loans on behalf of the Applicable Agency related thereto.
“Default” means an Event of Default or an Unmatured Event of Default.
“Default Rate” shall have the meaning provided in the Pricing Side Letter.
“Deficiency Threshold” shall have the meaning provided in the Pricing Side Letter.
“Determination Date” shall mean, with respect to any Interest Period, (a) if the Loan is a SOFR Loan, the Periodic Term SOFR Determination Day for such Interest Period, or (b) if the Loan is an Alternate Rate Loan, the date and time determined by Lender in accordance with the Conforming Changes.
“Diligence Expenses” shall have the meaning set forth in Section 7.01(d).
“Disposition” shall mean, with respect to any Person, any sale or other whole or partial conveyance of all or any portion of such Person’s Property, or any direct or indirect interest therein to a third party, including the granting of any purchase options, rights of first refusal, rights of first offer or similar rights in respect of any portion of such assets or the subjecting of any portion of such assets to restrictions on transfer.
“Dodd-Frank Act” means the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, Pub. L. No. 111-203 and any successor statute.
“Dollars” means dollars in lawful money of the United States of America.
“Effective Date” means September 27, 2022.
“Eligible Servicing Rights” means, servicing contract rights held by the Borrower that are appurtenant to Mortgage Loans pooled in securitizations by (a) Fannie Mae and/or (b) Freddie Mac and associated with a Specified Seller/Servicer ID, which servicing contract rights in each case also satisfy the eligibility criteria set forth in Schedule 6.02.
“Encumbrance” shall have the meaning set forth in the Freddie Mac Acknowledgment Agreement.
“ERISA” shall mean the Employee Retirement Income Security Act of 1974, as amended from time to time.
“ERISA Affiliate” shall mean any Affiliate, whether or not incorporated, that is a member of any group of organizations described in Section 414(b), (c), (m) or (o) of the Code of which Borrower is a member.
“Event of Default” has the meaning set forth in Section 8.01.
Schedule I-7

“Excess Yield” means with respect to each Released Excess Yield Mortgage, and each monthly payment period for the pools relating to such Released Excess Yield Mortgage, the interest-rate cash flow that remains after subtracting the sum of (i) the applicable pass-through rate for the related pool multiplied by the unpaid principal balance of such Released Excess Yield Mortgage and divided by 12, (ii) the applicable Credit Fee in Yield payable to Freddie Mac on a monthly basis, (iii) the Minimum Servicing Spread multiplied by the unpaid principal balance of such Released Excess Yield Mortgage divided by 12, and (iv) the maximum amount of any premiums required to be paid by Servicer for any related underlying mortgage lender-purchased mortgage insurance renewal premium.
“Excess Yield Transaction” a transaction in which Servicer sells Excess Yield to Freddie Mac in exchange for the Stripped Interest Certificate, and, to the extent applicable, Servicer agrees to sell the Stripped Interest Certificate to an underwriter who will offer the Stripped Interest Certificate from time to time in negotiated transactions at varying prices either directly or through designated dealers.
“Excluded Taxes” means, with respect to the Lender or any other recipient of any payment to be made by or on account of any obligation of the Borrower hereunder, (a) taxes imposed on or measured by its overall net income (however denominated), and franchise taxes and branch profits Taxes, in each case, imposed by the jurisdiction (or any political subdivision thereof) under the laws of which such recipient is organized or in which its principal office is located or, in the case of the Lender, in which its applicable lending office is located, or imposed as a result of a present or former connection between such Lender or recipient and the jurisdiction imposing such Tax (other than such connection arising from such Lender or recipient having executed, delivered, become a party to, performed its obligations under, received payment under, received or perfected a security interest under, engaged in any other transaction pursuant to or enforced any Loan Document) (b) any branch profits taxes imposed by the United States or any similar tax imposed by any other jurisdiction in which the Borrower is located (c) any withholding tax that is required to be withheld from amounts payable to a Lender that has failed to comply with Section 3.02(d), (d) any backup withholding tax that is required by the Code to be withheld from amounts payable to a Lender that has failed to comply with of Section 3.02(d), (e) in the case of a Lender, any United States withholding tax that (i) is required to be imposed on amounts payable to such Lender pursuant to the laws in force at the time such Lender becomes a party hereto, or (ii) results from the designation a new lending office, except to the extent that such Lender (or its assignor, if any) was entitled, at the time of designation of a new lending office (or assignment), to receive additional amounts from the Borrower with respect to such withholding tax pursuant to Section 3.02(a)(ii) and (f) withholding Taxes imposed under FATCA.
“Executive Order” shall mean Executive Order 13224 -- Blocking Property and Prohibiting Transactions With Persons Who Commit, Threaten to Commit, or Support Terrorism.
“EYT Notice” shall have the meaning set forth in Section 2.08(c).
“Facility” means the loan facility provided to the Borrower by the Lender pursuant to this Agreement.
“Facility Documents” means, subject to Section 11.14(l), this Agreement, the Note, the Pricing Side Letter, each Subservicer Acknowledgment Agreement, each Acknowledgement Agreement, each Subservicing Agreement and all notices, certificates, financing statements and other documents to be executed and delivered by the Borrower in connection with the transactions contemplated by this Agreement.
Schedule I-8

“Fannie Mae” means Fannie Mae, also known as The Federal National Mortgage Association, or any successor thereto.
“Fannie Mae Guides” means the Fannie Mae Selling Guide and the Fannie Mae Servicing Guide, as amended from time to time, and any related announcements, directives and correspondence issued by Fannie Mae.
“Fannie Mae Lender Contract” means, the “Lender Contract” as defined in the Fannie Mae Guides.
“Fannie Mae Servicing Rights” means all Servicing Rights that are Eligible Servicing Rights with respect to Fannie Mae.
“Fannie Mae Stop-Loss Cap” shall have the meaning set forth in the Pricing Side Letter.
“Fannie Mae Stop-Loss Cap Failure” shall have the meaning set forth in the Pricing Side Letter.
“Fannie Mae Stop-Loss Cap Failure Borrowing Base Deficiency” shall have the meaning set forth in the Pricing Side Letter.
“FATCA” means Sections 1471 through 1474 of the Code, as of the date of this Agreement (or any amended or successor version that is substantively comparable and not materially more onerous to comply with), any current or future regulations or official interpretations thereof, any agreements entered into pursuant to Section 1471(b)(1) of the Code and any fiscal or regulatory legislation, rules or practices adopted pursuant to any intergovernmental agreement, treaty or convention among Governmental Body entered into in connection with the implementation of the foregoing.
“Federal Reserve Board” shall mean the Board of Governors of the Federal Reserve System of the United States.
“Financial Covenants” shall have the meaning set forth in the Pricing Side Letter.
“Financial Sponsor” means any Person, including any Subsidiary of such Person, whose principal business activity is acquiring, holding and selling investments (including controlling interests) in otherwise unrelated companies that are each distinct legal entities with separate management, books and records and bank accounts, whose operations are not integrated with one another and whose financial condition and creditworthiness are independent of the other companies so owned by such Person.
“Float Benefit” means the net economic benefit resulting from investments of funds representing escrow and custodial deposits held for the account of the Borrower, or the Applicable Agency relating to the Mortgage Loans.
“Foreign Lender” means any successor or assignee of Lender that is organized under the laws of a jurisdiction other than that in which the Borrower is resident for tax purposes. For purposes of this definition, the United States of America, each State and Commonwealth thereof and the District of Columbia shall be deemed to constitute a single jurisdiction.
“Freddie Mac” means The Federal Home Loan Mortgage Corporation, its successors and permitted assigns.
Schedule I-9

“Freddie Mac Acknowledgment Agreement” means the Acknowledgment Agreement, dated as of September 30, 2022, entered into among Borrower, Lender and Freddie Mac, as amended or modified from time to time.
“Freddie Mac Claims Cap Amount” shall have the meaning set forth in the Pricing Side Letter.
“Freddie Mac Claims Cap Failure” shall have the meaning set forth in the Pricing Side Letter.
“Freddie Mac Claims Cap Failure Borrowing Base Deficiency” shall have the meaning set forth in the Pricing Side Letter.
“Freddie Mac Guide” means the Freddie Mac Single-Family Seller/Servicer Guide, as it may be modified, amended or supplemented from time to time.
“Freddie Mac Mortgage Loans” means those Mortgage Loans owned or guaranteed by Freddie Mac.
“Freddie Mac Purchase Documents” has the meaning given to the term “Purchase Documents” in the Freddie Mac Guide.
“Freddie Mac Requirements” means the Freddie Mac Acknowledgment Agreement, the Freddie Mac Servicing Contract, the Freddie Mac Guide and the other Freddie Mac Purchase Documents, in each case, together with any amendments, modifications or supplements thereto.
“Freddie Mac Servicing Contract” means the unitary, indivisible master servicing contract comprising all the rights, duties, obligations, representations, warranties, covenants and agreements between Borrower and Freddie Mac, as set forth in the Freddie Mac Purchase Documents.
“Freddie Mac Servicing Contract Rights” means the indivisible, conditional, non-delegable right and obligation of the Borrower to perform servicing of the Mortgage Loans for Freddie Mac in accordance with, subject to, and under the Freddie Mac Servicing Contract.
“Freddie Mac’s Superior Interest” means (i) the first-priority and continuing security interest of Freddie Mac in the Freddie Mac Collateral (as defined in the Freddie Mac Acknowledgment Agreement), and (ii) all rights, powers, interests, and prerogatives of Freddie Mac under the Freddie Mac Requirements.
“Freddie Mac VPC Agreement” means any bulk or flow purchase Voluntary Partial Cancellation of Servicing Contract Rights Agreement by and between Freddie Mac and Borrower, whether currently in effect or executed in the future, whereby Borrower relinquishes Servicing Contract Rights to Freddie Mac, as amended or modified from time to time.
“Funding Date” shall mean the date on which Lender makes any Loan hereunder.
“Funding Notice Date” means the date on which Borrower shall deliver a Borrower Funding Request, which shall be no later than (i) [***] Business Day prior to any Funding Date in which no new Eligible Servicing Rights are being added to the Collateral and (ii) [***] Business Days prior to each Funding Date where new Eligible Servicing Rights are to be added to the Collateral.
Schedule I-10

“GAAP” shall mean United States Generally Accepted Accounting Principles inclusive of, but not limited to, applicable statements of Financial Accounting Standards issued by the Financial Accounting Standards Board, its predecessors and successors and SEC Staff Accounting Guidance as in effect from time to time applied on a consistent basis.
“Ginnie Mae” means Ginnie Mae, formerly known as The Government National Mortgage Association, or any successor thereto.
“Ginnie Mae Guides” shall mean the Ginnie Mae Handbook 5500.3 and all amendments and additions thereto.
“Governing Document” shall mean, as applicable, each limited liability company agreement, limited partnership agreement, operating agreement, trust agreement, articles or certificate of incorporation or formation, by-laws and/or any other document governing the formation, operation and existence of any Person.
“Governmental Action” means all permits, authorizations, registrations, consents, approvals, waivers, exceptions, variances, orders, decrees, licenses, exemptions, publications, filings, notices to and declarations of or with, or required by, any Governmental Authority, or required by any Legal Requirement.
“Governmental Authority” shall mean with respect to any Person, any nation or government, any state or other political subdivision, agency or instrumentality thereof, any entity exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government and any court or arbitrator having jurisdiction over such Person, any of its Affiliates or Subsidiaries or any of its properties.
“Guarantee” means, as to any Person, any obligation of such Person directly or indirectly guaranteeing any Indebtedness of any other Person or in any manner providing for the payment of any Indebtedness of any other Person or otherwise protecting the holder of such Indebtedness against loss (whether by virtue of partnership arrangements, by agreement to keep-well, to purchase assets, goods, securities or services, or to take-or-pay or otherwise); provided that the term “Guarantee” shall not include (a) endorsements for collection or deposit in the ordinary course of business, or (b) obligations to make servicing advances for delinquent taxes and insurance or other obligations in respect of a Mortgage Loan or mortgaged property, to the extent required by Borrower. The amount of any Guarantee of a Person shall be deemed to be an amount equal to the stated or determinable amount of the primary obligation in respect of which such Guarantee is made or, if not stated or determinable, the maximum reasonably anticipated liability in respect thereof as determined by such Person in good faith. The terms “Guarantee” and “Guaranteed” used as verbs shall have correlative meanings.
“HUD” means the United States Department of Housing and Urban Development, or any successor thereto.
“Indebtedness” shall mean, for any Person: (a) obligations created, issued or incurred by such Person for borrowed money (whether by loan, the issuance and sale of debt securities or the sale of Property to another Person subject to an understanding or agreement, contingent or otherwise, to repurchase such Property from such Person); (b) obligations of such Person to pay the deferred purchase or acquisition price of Property or services, other than trade accounts payable (other than for borrowed money) arising, and accrued expenses incurred, in the ordinary course of business so long as such trade accounts payable are payable and paid within ninety (90) days of the date the respective goods are delivered or the respective services are rendered; (c) indebtedness of others secured by a Lien on the Property of such Person, whether or not the respective indebtedness so secured has been assumed by such Person; (d) obligations (contingent
Schedule I-11

or otherwise) of such Person in respect of letters of credit or similar instruments issued or accepted by banks and other financial institutions for account of such Person; (e) Capital Lease Obligations of such Person; (f) payment obligations of such Person under repurchase agreements, single seller financing facilities, servicing advance financing facilities, warehouse facilities and other lines of credit; (g) indebtedness of others Guaranteed on a recourse or partial recourse basis by such Person; (h) all obligations of such Person incurred in connection with the acquisition or carrying of fixed assets by such Person; (i) indebtedness of general partnerships of which such Person is a general partner; and (j) any other indebtedness of such Person by a note, bond, debenture or similar instrument; provided that such Indebtedness shall exclude any non-recourse debt or obligation; provided, that “Indebtedness” shall not include Non-Recourse Debt.
“Indemnified Amounts” has the meaning set forth in Section 10.01.
“Indemnified Party” has the meaning set forth in Section 10.01.
“Indemnified Taxes” means Taxes other than (i) Excluded Taxes and (ii) Other Taxes.
“Initial Borrower Funding Request” means the request to fund the Loan on the Initial Funding Date, substantially in the form of Exhibit 2.03, delivered in accordance with Section 2.03.
“Initial Borrowing Base Report” means the initial borrowing base report delivered by the Lender in accordance with Section 2.04 based on the information set forth in the related Servicing Schedule with respect to the Collateral then pledged to Lender hereunder.
“Initial Funding Date” means the Funding Date on which the first Loan is made pursuant to this Agreement, as specified in the Initial Borrower Funding Request.
“Insolvency Event” shall mean, as to any Person, the occurrence of any of the following events: (1) such Person files a voluntary petition in bankruptcy, seeks relief under any provision of any Insolvency Law or consents to the filing of any petition against it under any such law; (2) a proceeding shall have been instituted by such Person in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any applicable Insolvency Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its Property, or for the winding-up or liquidation of its affairs, (3) a proceeding shall have been instituted against such Person in a court having jurisdiction in the premises seeking a decree or order for relief in respect of such Person in an involuntary case under any applicable Insolvency Law, or for the appointment of a receiver, liquidator, assignee, trustee, custodian, sequestrator, conservator or other similar official of such Person, or for any substantial part of its Property, or for the winding-up or liquidation of its affairs and such Person shall have failed to obtain a relief (including, without limitation, a dismissal) or a stay of such involuntary proceeding within [***] days, (4) the admission in writing by such Person of its inability to pay its debts as they become due, (5) such Person consents to the appointment of or taking possession by a custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official, of all or any part of its Property or any custodian, receiver, conservator, trustee, liquidator, sequestrator or similar official takes possession of all or any part of the Property of such Person; (6) such Person makes an assignment for the benefit of any of its creditors; or (7) such Person generally fails to pay its debts as they become due.
“Insolvency Law” shall mean any bankruptcy, reorganization, moratorium, delinquency, arrangement, insolvency, readjustment of debt, dissolution or liquidation law of any jurisdiction in effect at any time during the term of this Agreement.
Schedule I-12

“Interest Rate” shall have the meaning set forth in the Pricing Side Letter.
“Interest Period” means, for any Loan, (i) an initial period beginning on the Funding Date for such Loan and ending on the last day of the calendar month in which such Funding Date occurs; and (ii) subsequent consecutive periods thereafter, beginning on the first day of each subsequent calendar month and ending on the earlier of (x) the last day of the same calendar month in which such Interest Period began and (y) the Loan Repayment Date.
“Investment Company Act” means the Investment Company Act of 1940, as amended, together with the rules and regulations promulgated thereunder.
“Lender” means Citibank, N.A.
“Lien” means with respect to any property or asset of any Person (a) any mortgage, lien, pledge, charge or other security interest or encumbrance of any kind in respect of such property or asset or (b) the interest of a vendor or lessor arising out of the acquisition of or agreement to acquire such property or asset under any conditional sale agreement, lease purchase agreement or other title retention agreement, and in each case, other than the interest of the Applicable Agency’s rights and interests in the related Eligible Servicing Rights.
“Liquidity” shall have the meaning set forth in the Pricing Side Letter.
“Loan Repayment Date” shall mean, the earliest to occur of (i) September 26, 2023, (ii) a Change of Control of the Borrower, or (iii) if such day is not a Business Day, the immediately preceding Business Day, or such earlier date as may be notified by Lender in accordance with Section 8.02(a).
“Loans” has the meaning set forth in Section 2.01.
“Margin Call” has the meaning set forth in Section 2.08.
“Margin Deficit” has the meaning set forth in the Master Repurchase Agreement.
“Market Value” shall have the meaning set forth in the Pricing Side Letter.
“Master Repurchase Agreement” shall mean that certain master repurchase agreement, dated as of October 30, 2020, among Lender, as buyer, Borrower, as a seller, and United Shore Repo Seller 3 LLC, as a seller.
“Material Adverse Effect” shall mean a material adverse effect on (a) the business, operations or financial condition of the Borrower, taken as a whole, (b) the ability of the Borrower to perform its obligations under any of the Facility Documents to which it is a party, (c) the validity or enforceability of any of the Facility Documents, (d) the rights and remedies of Lender under any of the Facility Documents, (e) a material portion of the Collateral or (f) the validity, perfection or enforceability of Lender’s security interest in the Collateral.
“MBS” means Mortgage Backed Security.
“Minimum Servicing Spread” means as applicable to each Released Excess Yield Mortgage, on a per annum basis, an amount equal to 0.25% (25 basis points).
“Monthly Settlement Date” means the 18th day of each calendar month or, if such 18th is not a Business Day, the first Business Day thereafter, or such other date occurring at least once
Schedule I-13

each month as may be agreed to by the Borrower and Lender, commencing in the month immediately following the month in which the initial Loan is funded.
“Moody’s” means Moody’s Investors Service, Inc. or its successor in interest.
“Mortgage” means a mortgage, mortgage deed, deed of trust, or other instrument creating a first lien on or first priority security interest in an estate in fee simple in real property securing a Mortgage Note including any riders, assumption agreements or modifications relating thereto.
“Mortgage File” means, with respect to any Mortgage Loan, a file or files pertaining to such Mortgage Loan that contains the mortgage documents pertaining to such Mortgage Loan and incorporated herein by reference, and any additional mortgage documents pertaining to such Mortgage Loan required by the Applicable Agency Guide.
“Mortgage Loan” means any mortgage loan serviced by the Borrower pursuant to any Servicing Contracts.
“Mortgage Note” means note or other evidence of indebtedness of a Mortgagor secured by a Mortgage pertaining to a Mortgage Loan.
“Mortgagor” means the obligor on a Mortgage Note.
“Multiemployer Plan” shall mean a multiemployer plan defined as such in Section 3(37) of ERISA to which contributions have been or are required to be made by either Borrower or any ERISA Affiliate or as to which either Borrower or any ERISA Affiliate has any actual or potential liability or obligation and that is covered by Title IV of ERISA.
“MV Criteria” shall have the meaning set forth in the Pricing Side Letter.
“Net Income” shall have the meaning set forth in the Pricing Side Letter.
“Net Worth” shall have the meaning set forth in the Pricing side Letter.
“Non-Recourse Debt” means liabilities for which the assets securing such obligations are the only source of repayment.
“Note” means the promissory note of the Borrower issued to the Lender, in substantially the form of Exhibit 2.02(a), as amended from time to time, and any replacement thereof or substitution therefor.
“Obligations” means the Outstanding Aggregate Loan Amount, all accrued and unpaid interest thereon, any servicing, subservicing. termination, deboarding, exit or similar fees and amounts (if any) paid by Lender and all other amounts payable by the Borrower to the Lender pursuant to this Agreement, the Note or any other Facility Document.
“Official Body” means any central bank or any accounting board or authority (whether or not part of a government) which is responsible for the establishment or interpretation of national or international accounting principles, in each case whether foreign or domestic.
“Opinion of Counsel” means a written opinion of counsel, reasonably acceptable to each Person to whom such opinion is addressed.
“Optional Prepayment Date” has the meaning set forth in Section 2.09.
Schedule I-14

“Other Taxes” means all present or future stamp or documentary taxes or any other excise or property taxes arising from any payment made hereunder or under any other Facility Document or from the execution, delivery or enforcement of this Loan Agreement or any other Facility Document.
“Outstanding Aggregate Loan Amount” means, at any time, the aggregate principal amount of the Loans funded by the Lender, minus the aggregate amount of payments received by the Lender prior to such time and applied to reduce the principal amount of the Loans.
“Partial Release (Excess Yield)” means, with respect to an Excess Yield Transaction, that certain separate Partial Release document, executed and delivered by Lender in favor of Freddie Mac, dated effective as of the Excess Yield Transaction Date, which evidences, inter alia, the full release by Lender of its Security Interest in, to, and under the Released Excess Yield.
“Participant” has the meaning set forth in Section 9.04.
“Participant Register” has the meaning specified in Section 9.04.
“PBGC” shall mean the Pension Benefit Guaranty Corporation or any entity succeeding to any or all of its functions under ERISA.
“Periodic Term SOFR Determination Day” shall have the meaning set forth in the definition of “Term SOFR.”
“Person” means any individual, corporation, estate, partnership, limited liability company, limited liability partnership, joint venture, association, joint-stock company, business trust, trust, unincorporated organization, government or any agency or political subdivision thereof, or other entity of a similar nature.
“Plan” shall mean an employee benefit or other plan established or maintained by Borrower or any ERISA Affiliate and that is either covered by Title IV of ERISA or is subject to the minimum funding standards under section 412 of the Code or section 303 of ERISA, other than a Multiemployer Plan.
“Pledged Servicing Rights” means any Eligible Servicing Rights with respect to which the Lender’s security interest has not been released by Lender. For the avoidance of doubt Pledged Servicing Rights does not include any Excess Yield.
“Pool” means a group of Mortgage Loans, which are the security for a mortgage-backed security issued by an Applicable Agency or any part of a whole loan portfolio of an Applicable Agency.
“Pre-Default Diligence Cap” shall have the meaning set forth in the Pricing Side Letter.
“Prepayment Notice” means a notice substantially in the form of Exhibit 2.09.
“Pricing Side Letter” means that certain pricing side letter, dated September 27, 2022, between Citibank, N.A. and United Wholesale Mortgage, LLC.
“Prime Rate” shall mean rate of interest published in The Wall Street Journal from time to time as the “Prime rate” for the U.S. If more than one such “Prime rate” is published in The Wall Street Journal for a day, the average of such “Prime rates” shall be used, and such average shall be rounded up to the nearest 1/100th of one percent (0.01%). If The Wall Street Journal ceases to publish the “Prime rate” for the U.S., Lender shall select an equivalent publication that
Schedule I-15

publishes such “Prime rate,” and if such “Prime rates” are no longer generally published or are limited, regulated or administered by a governmental or quasigovernmental body, then Lender shall select a comparable interest rate index. Notwithstanding the foregoing, in no event will the Prime Rate be deemed to be less than zero.
“Prohibited Jurisdiction” means, any country or jurisdiction, from time to time, that is the subject of a prohibition order (or any similar order or directive), sanctions or restrictions promulgated or administered by any Governmental Authority of the United States.
“Prohibited Person” shall mean any Person:
(i)listed in the Annex to the Executive Order, or otherwise subject to the provisions of, the Executive Order;
(ii)that is owned or controlled by, or acting for or on behalf of, any person or entity that is listed in the Annex to, or is otherwise subject to the provisions of, the Executive Order;
(iii)with whom Lender is prohibited from dealing or otherwise engaging in any transaction by any terrorism or money laundering law, including the Executive Order;
(iv)that commits, threatens or conspires to commit or supports “terrorism” as defined in the Executive Order;
(v)that is named as a “specially designated national and blocked person” on the most current list published by the OFAC at its official website, http://www.treas.gov.ofac/t11sdn.pdf or at any replacement website or other replacement official publication of such list; or
(vi)that is an Affiliate of a Person listed above.
“Property” shall mean any right or interest in or to property of any kind whatsoever, whether real, personal or mixed and whether tangible or intangible.
“Register” has the meaning set forth in Section 9.02.
“Related Escrow Account Balances” means the balance, on the related Funding Date, of any escrow or impound accounts maintained by the Borrower which relate to any Mortgage Loan, including, without limitation, items escrowed for mortgage insurance, property taxes (either real or personal), hazard insurance, flood insurance, ground rents, or any other escrow or impound items required by any Mortgage Note or Mortgage, reduced by any unpaid real estate taxes or insurance premiums required to be paid by the Borrower, with respect to which amounts have been escrowed by the related Mortgagor.
“Related Principal and Interest Custodial Accounts” means all principal and interest custodial accounts maintained by the Borrower that relate to any Mortgage Loan or Pool.
"Released Excess Yield Mortgages" means those Covered Mortgages which, as of the Excess Yield Transaction Date, are listed on Schedule I attached to the Partial Release (Excess Yield).
Schedule I-16

“Relevant Governmental Body” shall mean the Federal Reserve Board and/or the Federal Reserve Bank of New York, or a committee officially endorsed or convened by the Federal Reserve Board and/or the Federal Reserve Bank of New York or any successor thereto.
“Reportable Compliance Event” shall mean that any Covered Entity becomes a Sanctioned Person, or is charged by indictment, criminal complaint or similar charging instrument, arraigned, or custodially detained in connection with any Anti-Terrorism Law or any predicate crime to any Anti-Terrorism Law, or has knowledge of facts or circumstances to the effect that it is reasonably likely that any aspect of its operations is in actual or probable violation of any Anti-Terrorism Law.
“Reportable Event” shall mean any of the events set forth in Section 4043(b) of ERISA, other than those events as to which the thirty day notice period is waived (provided that a failure to meet the minimum funding standard of Section 412 of the Code or Sections 302 or 303 of ERISA, including, without limitation, the failure to make on or before its due date a required installment under Section 430(j) of the Code or Section 303(j) of ERISA, shall be a reportable event regardless of the issuance of any waivers in accordance with Section 412(d) of the Code).
“Requirement(s) of Law” means, with respect to any Person or any of its property, the certificate of incorporation or articles of association and by-laws, certificate of limited partnership, limited partnership agreement or other organizational or governing documents of such Person, and any law, treaty, rule or regulation, or determination of any arbitrator or Governmental Authority, in each case applicable to or binding upon such Person or any of its property or to which such Person or any of its property is subject, whether Federal, state or local (including, without limitation, usury laws, the Federal Truth in Lending Act and retail installment sales acts).
“Responsible Officer” or “Financial Authorized Officer” means (a) with respect to the Borrower, the chief executive officer, president, chief financial officer, treasurer, senior, vice or assistant vice president, assistant treasurer, secretary or assistant secretary of the Borrower, or any other officer having substantially the same authority and responsibility; provided, that with respect specifically to the obligations of the Borrower set forth in Section 6.01(i) and Section 7.01(h) hereof, only the chief financial officer, treasurer, assistant treasurer, or comptroller of the Borrower shall be deemed to be a Responsible Officer; and (b) with respect to the Lender, a lending officer charged with responsibility for the day to day management of the relationship of such institution with the Borrower.
“Restricted Payment” shall mean with respect to any Person, collectively, all dividends or other distributions of any nature (cash, securities, assets or otherwise), and all payments, by virtue of redemption or otherwise, on any class of equity securities (including, warrants, options or rights therefor) issued by such Person, which may hereafter be authorized or outstanding and any distribution in respect of any of the foregoing, whether directly or indirectly other than payments made in the ordinary course solely for the purpose of originating, servicing, subservicing and/or administrating Mortgage Loans.
“Retained Citi Covered Mortgage” means any Covered Mortgage, from and after the Excess Yield Transaction Date, which is (a) not a Released Excess Yield Mortgage, or (b) a Released Excess Yield Mortgage, but only to the extent of the Servicer’s Servicing Contract Rights to the Minimum Servicing Spread related to such Released Excess Yield Mortgage. For the avoidance of doubt, Lender shall not have any interest in, or Encumbrance on, the Released Excess Yield pertaining to any Released Excess Yield Mortgage.
“S&P” means Standard & Poor’s, a division of The McGraw Hill Companies, Inc.
Schedule I-17

“Sanctioned Country” has the meaning set forth in Section 6.01(v).
“Sanctioned Person” has the meaning set forth in Section 6.01(v).
“Sanctions” has the meaning set forth in Section 6.01(v).
“Servicer” means Borrower in its capacity as servicer of any Mortgage Loans.
“Servicing Contracts” means (i) with respect to all Fannie Mae Servicing Rights, the Fannie Mae Lender Contract, (ii) with respect to all Freddie Mac Servicing Contract Rights, the Freddie Mac Servicing Contract and (iii) any other agreement in any form between the Borrower and any Applicable Agency with respect to the servicing of any Pools regarding the Applicable Agency, in each case as such agreements may be amended, amended and restated, supplemented or otherwise modified from time to time.
“Servicing Fee” means the total amount of the fee payable to the Servicer as compensation for subservicing and administering the Mortgage Loans.
“Servicing Rights” means with respect to each Mortgage Loan (other than Freddie Mac Mortgage Loans), all of the Borrower’s right, title and interest in, to and under the related Servicing Contract, whether now or hereafter existing, acquired or created, whether or not yet accrued, earned, due or payable, as well as all other present and future right and interest under such Servicing Contract, including, without limitation, the indivisible, conditional and non-delegable right (i) to service the Mortgage Loans under the related Servicing Contracts, (ii) to receive the Servicing Fee income payable after the related Funding Date (including without limitation, any Uncollected Fees), (iii) to any and all Ancillary Income received after the related Funding Date, (iv) to hold and administer the Related Escrow Account Balances, (v) to hold and administer, in accordance with the related Servicing Contract, the Related Principal and Interest Custodial Account, the Custodial File, and the Mortgage File arising from or connected to the servicing or subservicing of such Mortgage Loan under this Agreement, and (vi) all proceeds, income, profits, rents and products of any of the foregoing including, without limitation, all of the Borrower’s rights to proceeds of any sale or other disposition of the Servicing Rights. With respect to Freddie Mac Mortgage Loans, “Servicing Rights” means the Freddie Mac Servicing Contract Rights. For the avoidance of doubt, as to Freddie Mac Mortgage Loans, Servicing Contract Rights and Servicing Rights does not include Excess Yield.
“Servicing Schedule” shall mean an electronically delivered schedule delivered by the Borrower to Lender or its designee (including any Person identified on Schedule 7.01(i)) in accordance with Section 2.03(a), and otherwise from time to time on a monthly basis or as otherwise requested by Lender with respect to all Collateral pledged or to be pledged to Lender hereunder; it being understood that Lender shall limit such requests to one occurrence per calendar month; provided that Borrower shall update the Servicing Schedule as an when required under Sections 2.03 and 4.05 in connection with the pledge of additional Eligible Servicing Rights or any release of Pledged Servicing Rights, as applicable. Each Servicing Schedule shall contain updated information with respect to the Collateral and all Agency Obligations as of the date of delivery of such Servicing Schedule.
“SOFR” shall mean a rate equal to the secured overnight financing rate as administered by the SOFR Administrator.
“SOFR Administrator” shall mean the Federal Reserve Bank of New York (or a successor administrator of the secured overnight financing rate).
Schedule I-18

“SOFR Loan” shall mean the Loan at such time as interest thereon accrues at a rate of interest equal to the SOFR Rate.
“SOFR Rate” shall mean the sum of (a) Term SOFR applicable to such Interest Period and (b) the Applicable Margin.
“Solvent” has the meaning set forth in Section 6.01(g).
“Specified Seller/Servicer ID” shall mean each Seller/Servicer ID identified pursuant to an Acknowledgment Agreement with the Applicable Agency, if any.
“Subservicer” shall mean (i) Cenlar FSB or (ii) any Person engaged by the Borrower, with the written consent of Lender (not to be unreasonably delayed, conditioned or withheld), to subservice the Mortgage Loans, together with its permitted successors and assigns.
“Subservicing Agreement” means any subservicing agreement between Borrower and any Subservicer to the extent of any Subservicer other than Borrower.
“Subservicer Termination Event” means (i) the occurrence of an Insolvency Event with respect to any Subservicer or (ii) the occurrence of an Agency Event with respect to any Subservicer, (iii) an event that entitles Borrower to terminate a Subservicer for cause (subject to any cure right(s) that may exist under the Subservicing Agreement unless the default is of such a type as to be incapable of being cured) under the Subservicing Agreement and (iv) a Subservicer’s audited annual financial statements or the notes thereto or other opinions or conclusions stated therein shall be qualified or limited by reference to the status of such Subservicer, as a “going concern” or a reference of similar import or shall indicate that such Subservicer, is insolvent.
“Subsidiary” means a corporation of which a Person and/or its other Subsidiaries own, directly or indirectly, such number of outstanding shares as have more than 50% of the ordinary voting power for the election of directors.
“Tangible Net Worth” shall have the meaning set forth in the Pricing Side Letter.
“Taxes” shall mean all present or future taxes, levies, imposts, duties, deductions, withholdings (including backup withholding), assessments, fees or other charges imposed by any Governmental Authority, including any interest, additions to tax or penalties applicable thereto.
“Term SOFR” shall mean, with respect to each day in an Interest Period, the Term SOFR Reference Rate determined daily for a one-month period on such day (such day, the “Periodic Term SOFR Determination Day”), as such rate is published by the Term SOFR Administrator; provided, that if as of 5:00 p.m. (New York City time) on any Periodic Term SOFR Determination Day the Term SOFR Reference Rate for a one-month period has not been published by the Term SOFR Administrator and a Benchmark Replacement Date with respect to the Term SOFR Reference Rate has not occurred, then Term SOFR will be the Term SOFR Reference Rate for a one-month period as published by the Term SOFR Administrator on the first preceding U.S. Government Securities Business Day for which such Term SOFR Reference Rate for a one-month period was published by the Term SOFR Administrator so long as such first preceding U.S. Government Securities Business Day is not more than three (3) U.S. Government Securities Business Days prior to such Periodic Term SOFR Determination Day. Notwithstanding the foregoing, in no event will Term SOFR be deemed to be less than zero.
Schedule I-19

“Term SOFR Administrator” shall mean CME Group Benchmark Administration Limited (CBA) (or a successor administrator of the Term SOFR Reference Rate selected by Lender in its reasonable discretion).
“Term SOFR Reference Rate” shall mean the one-month forward-looking term rate based on SOFR, currently identified on the CME Group’s website at https://www.cmegroup.com/market-data/cme-group-benchmark-administration/term-sofr.html.
“Total Indebtedness” shall have the meaning set forth in the Pricing Side Letter.
“TNW Threshold” shall have the meaning set forth in the Pricing Side Letter.
“UCC” means the Uniform Commercial Code as in effect on the date hereof in the State of New York; provided that if by reason of mandatory provisions of law, the perfection or the effect of perfection or non-perfection of the security interest in any Collateral is governed by the Uniform Commercial Code as in effect in a jurisdiction other than New York, “Uniform Commercial Code” shall mean the Uniform Commercial Code as in effect in such other jurisdiction for purposes of the provisions hereof relating to such perfection or effect of perfection or non-perfection.
“Uncollected Fees” means with respect to any Mortgage Loan, any accrued late charges, insufficient funds fees, assumption fees, and other fees charged to Mortgagors in connection with the servicing or subservicing of such Mortgage Loan which have not been collected by the Borrower or Subservicer as of the related Funding Date.
“Uncommitted Amount” shall have the meaning set forth in the Pricing Side Letter.
“Unmatured Event of Default” means any event that, with the giving of notice or lapse of time, or both, would become an Event of Default.
“Valuation Agent” shall mean a qualified, unaffiliated third party (acceptable to Lender in its sole reasonable discretion including but not limited to any independent third party appointed by the Lender in its sole reasonable discretion pursuant to Section 7.01(d)) that specializes in establishing a fair market value of servicing portfolios with respect to mortgage loans substantially similar to the mortgage loans originated, serviced or acquired by the Borrower.    
“Valuation Assumptions” shall have the meaning set forth in the Pricing Side Letter.
“VPC Servicing Transfer Date” has the meaning given to such term in the Freddie Mac VPC Agreement.
“Voting Stock” means, with respect to any person, such person’s Capital Stock having the right to vote for election of directors (or the equivalent thereof) of such person under ordinary circumstances.
“Unadjusted Benchmark Replacement” shall mean the Benchmark Replacement excluding the Benchmark Replacement Adjustment.
“U.S. Government Securities Business Day” shall mean any day except for (a) a Saturday, (b) a Sunday, or (c) a day on which the Securities Industry and Financial Markets Association recommends that the fixed income departments of its members be closed for the entire day for purposes of trading in United States government securities.
Schedule I-20

SCHEDULE 5.01
CONDITIONS PRECEDENT TO THE EFFECTIVENESS OF THIS AGREEMENT
(a)This Agreement duly executed by the parties hereto;
(b)The Note duly executed by the Borrower;
(c)The Pricing Side Letter duly executed by the parties thereto;
(d)Reserved;
(e)Reserved;
(f)Reserved;
(g)An Opinion of Counsel with respect to the Borrower, delivered by outside counsel acceptable to the Lender in its reasonable discretion, opining as to: New York enforceability, corporate matters and non-contravention, security interest creation and perfection, no material litigation, and the Investment Company Act of 1940;
(h)No event shall have occurred which could cause a Material Adverse Effect;
(i)Borrower has not received any notice by any Agency or Government Authority that could reasonably be expected to have a Material Adverse Effect;
(j)A separate power of attorney of Borrower with respect to the powers described in Section 4.04 substantially in the form attached hereto as Exhibit 4.04;
(k)Lender shall have received evidence of Borrower’s insurance pursuant to Section 7.01(q); and
(l)Lender shall have received a Commitment Adjustment Notice with respect to this Agreement and the Master Repurchase Agreement in the form attached to the Pricing Side Letter as Exhibit 2.10(b).
Schedule 5.01-1
Exhibit 7.01
SCHEDULE 5.02
CONDITIONS PRECEDENT TO EACH LOAN
(including, with respect to paragraphs (b)-(e) inclusive,
to the automatic continuation of a Loan upon the conclusion of an Interest Period)
(a)The Lender shall have received a duly executed copy of the Borrower Funding Request for such Loan in accordance with Section 2.03;
(b)The making of such Loan, and the application of the proceeds thereof, shall not result in the Outstanding Aggregate Loan Amount exceeding the lesser of (i) the Borrowing Base and (ii) the then current Committed Amount plus the Uncommitted Amount;
(c)The making of such Loan, and the application of the proceeds thereof, shall not result in a Borrowing Base Deficiency;
(d)On the applicable Funding Date, the following statements shall be true (and the Borrower by delivering such Borrower Funding Request shall be deemed to have certified that):
(i)the representations and warranties set forth in Article VI are true and correct on and as of such day as though made on and as of such day and shall be deemed to have been made on such day (except to the extent any such representation or warranty is stated to relate solely to an earlier date, in which case, such representation or warranty shall have true and correct as of such date);
(ii)the Borrower is in compliance with all covenants set forth in Article VII;
(iii)all conditions precedent to the making of such Loan have been satisfied;
(iv)no Default or Event of Default has occurred and is continuing, or would result from such Loans; and
(v)all of the Servicing Rights included in the most recently delivered Servicing Schedule are Eligible Servicing Rights, except for any non-qualifying Servicing Rights listed as such therein, have been identified on such Servicing Schedule;
(e)The amount of the any Loan shall be not less than $500,000;
(f)The Lender shall have received (i) with respect to the Initial Borrower Funding Request, the initial Servicing Schedule with respect to all Collateral to be pledged on the initial Funding Date; and (ii) with respect to any subsequent Borrower Funding Request, an updated Servicing Schedule with respect to all Collateral to be pledged on the related Funding Date on or prior to time required by Section 2.03;
(g)All Facility Documents shall continue to be in full force and effect;
(h)The Borrower shall have delivered to the Lender with respect to each Agency, a report prepared by Borrower regarding such Agency listing all outstanding Agency Obligations, fees, costs, claims and liabilities of the Borrower to such Agency, whether under any Servicing Contract or otherwise as and when required pursuant to Section 2.03, which report shall contain be in form and substance as set forth in Section 7.01(x);
Exhibit 5.02-1

(i)Borrower shall have paid to Lender all fees and expenses due and owing to Lender in accordance with this Agreement and any other Facility Document including, without limitation the amount of any Commitment Fees then due and owing, and all of Lender’s attorney fees and expenses and due diligence and valuation expenses then due and owing;
(j)The Loan Repayment Date shall not have occurred;
(k)Borrower shall have provided Lender with copies of any ESS Transaction Documents prior to the related Subordination Agreement Effective Date;
(l)Except with respect to a Funding Notice Date, Lender shall have received any other information requested by Lender with respect to the Eligible Servicing Rights;
(m)To the extent that a Stop-Loss Cap Failure has occurred and is continuing, (i) Borrower shall have delivered to Lender an updated Agency Obligations report in accordance with Section 7.01(r), (ii) Lender shall have recalculated the Borrowing Base based on such updated Agency Obligations report and (iii) any resulting Borrowing Base Deficiency has been cured; and
(n)Notwithstanding anything contained herein to the contrary; Borrower shall have until October 7, 2022 to deliver the opinions requested in Section 5.01(g) to Lender.
Exhibit 5.02-2
 EX-23.1 3 ex231-deloitteconsentq42022.htm EX-23.1 DELOITTE CONSENT Document
Exhibit 23.1
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statements No. 333-252422 on Form S-1 and Registration Statement No. 333-254621 on Form S-8 of our reports dated March 1, 2023, relating to the financial statements of UWM Holdings Corporation and the effectiveness of UWM Holdings Corporation's internal control over financial reporting appearing in this Annual Report on Form 10-K for the year ended December 31, 2022.

/s/ Deloitte & Touche LLP

Detroit, Michigan
March 1, 2023

 EX-31.1 4 exhibit311ceocertification.htm EX-31.1 CEO CERTIFICATION Document
Exhibit 31.1
CERTIFICATION PURSUANT TO
RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Mathew Ishbia, certify that:
1.I have reviewed this Annual Report on Form 10‑K of UWM Holdings Corporation (the “Registrant”)
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: March 1, 2023
By:/s/ Mathew Ishbia
Mathew Ishbia
Chairman, President and Chief Executive Officer
(Principal Executive Officer)

 EX-31.2 5 exhibit312cfocertification.htm EX-31.2 CFO CERTIFICATION Document
Exhibit 31.2
CERTIFICATION PURSUANT TO
RULES 13a‑14(a) AND 15d‑14(a) UNDER THE SECURITIES EXCHANGE ACT OF 1934,
AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Hubacker, certify that:
1.I have reviewed this Annual Report on Form 10‑K of UWM Holdings Corporation (the “Registrant”)
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a‑15(e) and 15d‑15(e)) and internal controls over financial reporting (as defined in Exchange Act Rules 13a‑15(f) and 15d‑15(f)) for the Registrant and have
a.Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
b.Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
c.Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
d.Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
a.All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
b.Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal controls over financial reporting.

Date: March 1, 2023
By:/s/ Andrew Hubacker
Andrew Hubacker
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)

 EX-32.1 6 exhibit321ceocertification.htm EX-32.1 CEO CERTIFICATION Document
Exhibit 32.1
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Mathew Ishbia, President, Chief Executive Officer and Chairman of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: March 1, 2023
By:/s/ Mathew Ishbia
Mathew Ishbia
Chairman, President and Chief Executive Officer
(Principal Executive Officer)

 EX-32.2 7 exhibit322cfocertification.htm EX-32.2 CFO CERTIFICATION Document
Exhibit 32.2
CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Andrew Hubacker, Executive Vice President and Chief Financial Officer and Chief Accounting Officer of UWM Holdings Corporation (the “Company”), do hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of my knowledge:
1.the Annual Report on Form 10-K of the Company for the year ended December 31, 2022 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
2.information contained in the Report fairly presents, in all material respects, the financial condition and results of the operations of the Company.

Date: March 1, 2023
By:/s/ Andrew Hubacker
Andrew Hubacker
Executive Vice President, Chief Financial Officer and Chief Accounting Officer
(Principal Financial Officer)

 EX-101.SCH 8 uwmc-20221231.xsd XBRL TAXONOMY EXTENSION SCHEMA DOCUMENT 0000001 - Document - Cover link:presentationLink link:calculationLink link:definitionLink 0000002 - Document - Audit Information link:presentationLink link:calculationLink link:definitionLink 0000003 - Statement - CONSOLIDATED BALANCE SHEETS link:presentationLink link:calculationLink link:definitionLink 0000004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) link:presentationLink link:calculationLink link:definitionLink 0000005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS link:presentationLink link:calculationLink link:definitionLink 0000006 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY link:presentationLink link:calculationLink link:definitionLink 0000007 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS link:presentationLink link:calculationLink link:definitionLink 0000008 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies link:presentationLink link:calculationLink link:definitionLink 0000009 - Disclosure - Mortgage Loans at Fair Value link:presentationLink link:calculationLink link:definitionLink 0000010 - Disclosure - Derivatives link:presentationLink link:calculationLink link:definitionLink 0000011 - Disclosure - Accounts Receivable, Net link:presentationLink link:calculationLink link:definitionLink 0000012 - Disclosure - Mortgage Servicing Rights link:presentationLink link:calculationLink link:definitionLink 0000013 - Disclosure - Premises and Equipment, Net link:presentationLink link:calculationLink link:definitionLink 0000014 - Disclosure - Leases link:presentationLink link:calculationLink link:definitionLink 0000015 - Disclosure - Warehouse And Other Secured Lines Of Credit link:presentationLink link:calculationLink link:definitionLink 0000016 - Disclosure - Other Borrowings link:presentationLink link:calculationLink link:definitionLink 0000017 - Disclosure - Commitments and Contingencies link:presentationLink link:calculationLink link:definitionLink 0000018 - Disclosure - Variable Interest Entities link:presentationLink link:calculationLink link:definitionLink 0000019 - Disclosure - Non-controlling Interests link:presentationLink link:calculationLink link:definitionLink 0000020 - Disclosure - Regulatory Net Worth Requirements link:presentationLink link:calculationLink link:definitionLink 0000021 - Disclosure - Employee Benefit Plan link:presentationLink link:calculationLink link:definitionLink 0000022 - Disclosure - Fair Value Measurements link:presentationLink link:calculationLink link:definitionLink 0000023 - Disclosure - Related Party Transactions link:presentationLink link:calculationLink link:definitionLink 0000024 - Disclosure - Income Taxes link:presentationLink link:calculationLink link:definitionLink 0000025 - Disclosure - Stock-Based Compensation link:presentationLink link:calculationLink link:definitionLink 0000026 - Disclosure - Earnings Per Share link:presentationLink link:calculationLink link:definitionLink 0000027 - Disclosure - Subsequent Events link:presentationLink link:calculationLink link:definitionLink 0000028 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) link:presentationLink link:calculationLink link:definitionLink 0000029 - Disclosure - Mortgage Loans at Fair Value (Tables) link:presentationLink link:calculationLink link:definitionLink 0000030 - Disclosure - Derivatives (Tables) link:presentationLink link:calculationLink link:definitionLink 0000031 - Disclosure - Accounts Receivable, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 0000032 - Disclosure - Mortgage Servicing Rights (Tables) link:presentationLink link:calculationLink link:definitionLink 0000033 - Disclosure - Premises and Equipment, Net (Tables) link:presentationLink link:calculationLink link:definitionLink 0000034 - Disclosure - Leases (Tables) link:presentationLink link:calculationLink link:definitionLink 0000035 - Disclosure - Warehouse And Other Secured Lines Of Credit (Tables) link:presentationLink link:calculationLink link:definitionLink 0000036 - Disclosure - Other Borrowings (Tables) link:presentationLink link:calculationLink link:definitionLink 0000037 - Disclosure - Commitment and Contingencies (Tables) link:presentationLink link:calculationLink link:definitionLink 0000038 - Disclosure - Non-controlling Interests (Tables) link:presentationLink link:calculationLink link:definitionLink 0000039 - Disclosure - Fair Value Measurements (Tables) link:presentationLink link:calculationLink link:definitionLink 0000040 - Disclosure - Income Taxes (Tables) link:presentationLink link:calculationLink link:definitionLink 0000041 - Disclosure - Stock-Based Compensation (Tables) link:presentationLink link:calculationLink link:definitionLink 0000042 - Disclosure - Earnings Per Share (Tables) link:presentationLink link:calculationLink link:definitionLink 0000043 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details) link:presentationLink link:calculationLink link:definitionLink 0000044 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) link:presentationLink link:calculationLink link:definitionLink 0000045 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details) link:presentationLink link:calculationLink link:definitionLink 0000046 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) link:presentationLink link:calculationLink link:definitionLink 0000047 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) link:presentationLink link:calculationLink link:definitionLink 0000048 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) link:presentationLink link:calculationLink link:definitionLink 0000049 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details) link:presentationLink link:calculationLink link:definitionLink 0000050 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details) link:presentationLink link:calculationLink link:definitionLink 0000051 - Disclosure - Mortgage Loans at Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 0000052 - Disclosure - Derivatives - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000053 - Disclosure - Derivatives - Schedule of Derivative Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 0000054 - Disclosure - Accounts Receivable, Net (Details) link:presentationLink link:calculationLink link:definitionLink 0000055 - Disclosure - Mortgage Servicing Rights - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000056 - Disclosure - Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) link:presentationLink link:calculationLink link:definitionLink 0000057 - Disclosure - Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) link:presentationLink link:calculationLink link:definitionLink 0000058 - Disclosure - Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 0000059 - Disclosure - Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) link:presentationLink link:calculationLink link:definitionLink 0000060 - Disclosure - Premises and Equipment, Net (Details) link:presentationLink link:calculationLink link:definitionLink 0000061 - Disclosure - Leases - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000062 - Disclosure - Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000063 - Disclosure - Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details) link:presentationLink link:calculationLink link:definitionLink 0000064 - Disclosure - Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 0000065 - Disclosure - Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 0000066 - Disclosure - Warehouse And Other Secured Lines Of Credit - Summary of Line of Credit (Details) link:presentationLink link:calculationLink link:definitionLink 0000067 - Disclosure - Warehouse And Other Secured Lines Of Credit - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000068 - Disclosure - Other Borrowings - Summary of Senior Unsecured Notes (Details) link:presentationLink link:calculationLink link:definitionLink 0000069 - Disclosure - Other Borrowings - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000070 - Disclosure - Commitments and Contingencies - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000071 - Disclosure - Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) link:presentationLink link:calculationLink link:definitionLink 0000072 - Disclosure - Variable Interest Entities (Details) link:presentationLink link:calculationLink link:definitionLink 0000073 - Disclosure - Non-controlling Interests (Details) link:presentationLink link:calculationLink link:definitionLink 0000074 - Disclosure - Regulatory Net Worth Requirements - Additional Details (Details) link:presentationLink link:calculationLink link:definitionLink 0000075 - Disclosure - Employee Benefit Plan (Details) link:presentationLink link:calculationLink link:definitionLink 0000076 - Disclosure - Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) link:presentationLink link:calculationLink link:definitionLink 0000077 - Disclosure - Fair Value Measurements - Quantitative Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000078 - Disclosure - Fair Value Measurements - Other Financial Instruments (Details) link:presentationLink link:calculationLink link:definitionLink 0000079 - Disclosure - Related Party Transactions (Details) link:presentationLink link:calculationLink link:definitionLink 0000080 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details) link:presentationLink link:calculationLink link:definitionLink 0000081 - Disclosure - Income Taxes - Components of Income Tax (Details) link:presentationLink link:calculationLink link:definitionLink 0000082 - Disclosure - Income Taxes - Deferred Tax Assets and Liabilities (Details) link:presentationLink link:calculationLink link:definitionLink 0000083 - Disclosure - Income Taxes (Details) link:presentationLink link:calculationLink link:definitionLink 0000084 - Disclosure - Stock-Based Compensation - Summary of RSU Activity (Details) link:presentationLink link:calculationLink link:definitionLink 0000085 - Disclosure - Stock-Based Compensation - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000086 - Disclosure - Earnings Per Share - Additional Information (Details) link:presentationLink link:calculationLink link:definitionLink 0000087 - Disclosure - Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) link:presentationLink link:calculationLink link:definitionLink 0000088 - Disclosure - Subsequent Events (Details) link:presentationLink link:calculationLink link:definitionLink EX-101.CAL 9 uwmc-20221231_cal.xml XBRL TAXONOMY EXTENSION CALCULATION LINKBASE DOCUMENT EX-101.DEF 10 uwmc-20221231_def.xml XBRL TAXONOMY EXTENSION DEFINITION LINKBASE DOCUMENT EX-101.LAB 11 uwmc-20221231_lab.xml XBRL TAXONOMY EXTENSION LABEL LINKBASE DOCUMENT Income attributable to non-controlling interest Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount Business Acquisition [Axis] Business Acquisition [Axis] Revision of Prior Period [Axis] Revision of Prior Period [Axis] Increase (Decrease) in Stockholders' Equity [Roll Forward] Increase (Decrease) in Stockholders' Equity [Roll Forward] Total lease payments Lessee, Operating Lease, Liability, to be Paid Net income Net income Net Income (Loss), Including Portion Attributable to Noncontrolling Interest Related Party Transactions [Abstract] Related Party Transactions [Abstract] Entity Address, Postal Zip Code Entity Address, Postal Zip Code Finance lease right-of-use asset (includes $26,867 and $28,619 with related parties) Finance Lease, Right-of-Use Asset, after Accumulated Amortization Summary of Ownership of Units Schedule of Stockholders Equity [Table Text Block] Property, Plant and Equipment [Abstract] Property, Plant and Equipment [Abstract] Preferred stock, shares outstanding Preferred Stock, Shares Outstanding Debt Instrument [Axis] Debt Instrument [Axis] UWM Holdings Corporation UWM Holdings Corporation [Member] Dividends paid Payments of Ordinary Dividends, Common Stock Contract, renewal period Management Contract, Renewal Period Management Contract, Renewal Period Property plant and equipment gross Property, Plant and Equipment, Gross Finance lease liability (includes $27,857 and $29,087 with related parties) Total Finance Lease, Liability Maximum borrowing capacity Line of Credit Facility, Maximum Borrowing Capacity Income Tax Disclosure [Abstract] Net reserves and transaction costs on sales of servicing rights Net reserves and transaction costs on sales of servicing rights Servicing Asset At Fair Value, Reserves And Transaction Costs On Disposal Servicing Asset At Fair Value, Reserves And Transaction Costs On Disposal Software, including internally-developed Software and Software Development Costs [Member] Additional paid-in capital Additional Paid in Capital Payments for tax receivable agreement Payments For Tax Receivable Agreement Payments For Tax Receivable Agreement Fair Value Measurement [Domain] Fair Value Measurement [Domain] Financial Instruments [Domain] Financial Instruments [Domain] 2026 Finance Lease, Liability, to be Paid, Year Four Statistical Measurement [Domain] Statistical Measurement [Domain] Warehouse lines of credit Warehouse Lines Of Credit Facility Warehouse Lines Of Credit Facility. Interest Rate Interest rate Debt Instrument, Interest Rate, Stated Percentage Weighted average discount rate – operating leases Operating Lease, Weighted Average Discount Rate, Percent Share-Based Payment Arrangement [Abstract] Escrow And Fiduciary Funds Escrow And Fiduciary Funds [Policy Text Block] Escrow And Fiduciary Funds + 20% adverse change – effect on value, prepayment speeds Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 20 Percent Adverse Change in Prepayment Speed Debt Instrument, Redemption, Period Three Debt Instrument, Redemption, Period Three [Member] Line Of Credit Due August 30, 2023 Line Of Credit Due August 30, 2023 [Member] Line Of Credit Due August 30, 2023 State Current State and Local Tax Expense (Benefit) Cash paid for taxes Income Taxes Paid Accrued distributions and dividends payable Dividends Payable Organization Consolidation And Presentation Of Financial Statements [Line Items] Organization Consolidation And Presentation Of Financial Statements [Line Items] Line items representing organization consolidation and presentation of financial statements. 2025 Finance Lease, Liability, to be Paid, Year Three Net income attributable to UWM Holdings Corporation Net Income (Loss) Attributable to Parent Measurement Input Type [Domain] Measurement Input Type [Domain] Lessee, Lease, Description [Table] Lessee, Lease, Description [Table] Leases Lessee, Finance Leases [Text Block] Cumulative Effect, Period of Adoption [Axis] Cumulative Effect, Period of Adoption [Axis] Document Information [Line Items] Document Information [Line Items] Member distributions Partners' Capital Account, Distributions Borrowings against investment securities Secured Debt Subsequent Event Type [Axis] Subsequent Event Type [Axis] Member distributions paid to SFS Corp. Payments of Distributions to Affiliates Thereafter Lessee, Operating Lease, Liability, to be Paid, after Year Five Change in fair value of mortgage servicing rights (see Note 5) Change in fair value of mortgage servicing rights Change In Fair Value Of Mortgage Servicing Rights Change In Fair Value Of Mortgage Servicing Rights Equity Component [Domain] Equity Component [Domain] Subsequent Event Type [Domain] Subsequent Event Type [Domain] Organization Consolidation And Presentation Of Financial Statements [Table] Organization Consolidation And Presentation Of Financial Statements [Table] Schedule of organization consolidation and presentation of financial statements. Secured Debt Secured Debt [Member] Scenario [Axis] Scenario [Axis] Total assets Assets, Fair Value Disclosure Ownership [Axis] Ownership [Axis] Award vesting percentage (in percent) Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage Class of Warrant or Right [Line Items] Class of Warrant or Right [Line Items] Leases Lessee, Operating Leases [Text Block] Amortization expense under finance leases Finance Lease, Right-of-Use Asset, Amortization Related Party [Domain] Related Party [Domain] Lessee, Lease, Description [Line Items] Lessee, Lease, Description [Line Items] Liability assumed on warrants Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Warrants Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Warrants Plan Name [Axis] Plan Name [Axis] Investor receivables Due from Officers or Stockholders Hedging Designation [Domain] Hedging Designation [Domain] Summary of RSU Activity Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block] Derivative assets Increase (Decrease) in Derivative Assets SUPPLEMENTAL INFORMATION Supplemental Cash Flow Information [Abstract] Derivative Instrument [Axis] Derivative Instrument [Axis] Deferred income tax expense: Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract] Noncontrolling Interest [Abstract] Net proceeds received from business combination transaction Partners' Capital Account, Acquisitions Plan Name [Domain] Plan Name [Domain] Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other Revision of Prior Period, Reclassification, Adjustment [Member] Statement of Cash Flows [Abstract] Statement of Cash Flows [Abstract] Secured line of credit Outstanding amount Long-Term Line of Credit Entity Address, State or Province Entity Address, State or Province Level 1 Fair Value, Inputs, Level 1 [Member] Re-measurement of non-controlling interest due to change in parent ownership Noncontrolling Interest, Increase from Sale of Parent Equity Interest Contractual servicing fees Contractually Specified Servicing Fees, Amount Member contributions from SFS Corp. Proceeds from members contributions Proceeds from members contributions. Schedule of Compliance with Regulatory Capital Requirements for Mortgage Companies [Table] Banking Regulation, Mortgage Banking, Capital Requirement [Table] Fair value, beginning of period Fair value, end of period Mortgage servicing rights Servicing Asset at Fair Value, Amount Award Type [Axis] Award Type [Axis] Member's Equity: Members' Equity [Abstract] Organization, Basis of Presentation and Summary of Significant Accounting Policies Basis of Presentation and Significant Accounting Policies [Text Block] Net cash provided by (used in) operating activities Net Cash Provided by (Used in) Operating Activities Mortgage loans at fair value Mortgage loans at fair value Mortgages Held-for-sale, Fair Value Disclosure Line of Credit Due January 9, 2023 Line Of Credit Due January 8, 2024 [Member] Line Of Credit Due January 8, 2024 Derivative assets Derivative assets Derivative Asset Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items] Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items] Lease, Cost [Abstract] Lease, Cost [Abstract] Related Party Transaction [Domain] Related Party Transaction [Domain] Receivables [Abstract] Receivables [Abstract] Document Annual Report Document Annual Report Discount rates (as a percent) Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate Legal Entity [Axis] Legal Entity [Axis] Accounts Receivable, Net Loans, Notes, Trade and Other Receivables Disclosure [Text Block] Capitalization of MSRs Servicing Asset at Fair Value, Additions Total liabilities Liabilities Weighted average remaining lease term – operating leases Operating Lease, Weighted Average Remaining Lease Term Share-based Compensation Arrangement by Share-based Payment Award [Line Items] Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items] CASH FLOWS FROM INVESTING ACTIVITIES Net Cash Provided by (Used in) Investing Activities [Abstract] Ownership percent Business Acquisition, Percentage of Voting Interests Acquired Opening net liabilities of Gores Holdings IV, Inc. acquired Net Assets Acquired (Liabilities Assumed) Net Assets Acquired (Liabilities Assumed) Mortgage loans, unpaid principal balance Financing Receivable, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance Retention of investment securities Retention Of Investment Securities Retention Of Investment Securities Line of Credit Due January 18, 2023 Line Of Credit Due January 18, 2023 [Member] Line Of Credit Due January 18, 2023 Investment securities at fair value, pledged Retained Interest Retained Interest Entity Common Stock, Shares Outstanding Entity Common Stock, Shares Outstanding Fair Value Hierarchy and NAV [Domain] Fair Value Hierarchy and NAV [Domain] + 10% adverse change – effect on value, discount rate Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 10 Percent Adverse Change in Discount Rate Cost of servicing Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Cost of Servicing Estimated rate of prepayments of principal on servicing assets and servicing liabilities cost of servicing. Revolving Credit Facility Revolving Credit Facility [Member] Summary of Premises and Equipment, Net Property, Plant and Equipment [Table Text Block] Preferred stock, shares issued Preferred Stock, Shares Issued Document Type Document Type Number of units issued (in shares) Common Unit, Issued Line of Credit Due September 18, 2023 Line Of Credit: Elected Not to Renew [Member] Line Of Credit: Elected Not to Renew Useful life Property, Plant and Equipment, Useful Life Other Borrowings Long-Term Debt [Text Block] Shares Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward] Additions Servicing Asset at Amortized Cost, Additions Unvested - beginning of period (in usd per share) Unvested - end of period (in usd per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value Warehouse And Other Secured Lines Of Credit Debt Disclosure [Text Block] Employee Benefit Plan Compensation and Employee Benefit Plans [Text Block] Receivables from sales of servicing Receivables From Sale Of Servicing Receivables From Sale Of Servicing Common Class B Common Class B [Member] Entity Shell Company Entity Shell Company Total deferred income tax expense Deferred Income Tax Expense (Benefit) Warehouse Line of Credit Warehouse Line of Credit [Member] Warehouse Line of Credit. Additions Representation and Warranty Reserve, Charged To Operations Representation and Warranty Reserve, Charged To Operations 2023 Lessee, Operating Lease, Liability, to be Paid, Year One Number of earn-out shares to be issued Business Acquisition, Equity Interest Issued or Issuable, Number of Shares (Increase) decrease in: Increase (Decrease) in Operating Assets [Abstract] MSRs sold Servicing Asset Sold Servicing Asset Sold Financial Instrument [Axis] Financial Instrument [Axis] Affiliated Entity Affiliated Entity [Member] Subsequent Event Subsequent Event [Member] Additional liability Increase (Decrease) In Tax Receivable Agreement Increase (Decrease) In Tax Receivable Agreement Document Period End Date Document Period End Date Tranche One Share-Based Payment Arrangement, Tranche One [Member] Amortization Servicing Asset at Amortized Cost, Amortization Common Class C Common Class C [Member] Public and Private Warrants Warrants, Policy [Policy Text Block] Warrants, Policy Organization Organization [Policy Text Block] Organization [Policy Text Block] Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block] Regulatory Capital Requirements for Mortgage Companies, by Secondary Market Investor [Axis] Banking Regulation, Mortgage Banking, Secondary Market Investor [Axis] Total assets Assets Reserve for representations and warranties Reserve For Representations And Warranties Reserve for representations and warranties. Debt Disclosure [Abstract] Debt Disclosure [Abstract] Earnings per share of class A common stock Earnings Per Share [Abstract] Tranche Three Share-Based Payment Arrangement, Tranche Three [Member] Representation And Warranty Reserve [Roll Forward] Representation And Warranty Reserve [Roll Forward] Representation And Warranty Reserve Derivative asset Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value Members equity, balance at beginning of period Equity Members' Equity 2027 Lessee, Operating Lease, Liability, to be Paid, Year Five Net cash (used in) provided by financing activities Net Cash Provided by (Used in) Financing Activities Mortgage Servicing Rights and Revenue Recognition Mortgage Servicing Rights and Revenue Recognition-Sale of MSRs [Policy Text Block] Mortgage Servicing Rights and Revenue Recognition-Sale of MSRs Long-term debt, fair value Long-Term Debt, Fair Value Line of Credit Line of Credit [Member] Variable lease expense Variable Lease, Cost Earnings before income taxes Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest Cumulative Effect, Period of Adoption [Domain] Cumulative Effect, Period of Adoption [Domain] Earnings Per Share Earnings Per Share [Text Block] Non-controlling Interests Noncontrolling Interest Disclosure [Text Block] Other Deferred Tax Liabilities, Other Cash and Cash Equivalents Cash and Cash Equivalents, Policy [Policy Text Block] Related Party Transaction [Line Items] Related Party Transaction [Line Items] Schedule of Components of Income Tax Schedule of Components of Income Tax Expense (Benefit) [Table Text Block] Award Type [Domain] Award Type [Domain] Unvested awards, period for recognition (in years) Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table] Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table] + 20% adverse change – effect on value, cost of servicing Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of 20 Percent Adverse Change in Cost Servicing Sensitivity analysis of fair value of interests continued to be held by transferor servicing assets or liabilities impact of 20 percent adverse change in cost servicing. Mortgage Loans at Fair Value and Revenue Recognition Receivable [Policy Text Block] Derivative Contract [Domain] Derivative Contract [Domain] Capitalization of mortgage servicing rights Mortgage Servicing Rights Capitalized Mortgage Servicing Rights Capitalized Entity Registrant Name Entity Registrant Name Subsequent Events Subsequent Events [Text Block] Numerator: Net Income (Loss) Available to Common Stockholders, Diluted [Abstract] Accounts payable, accrued expenses and other Accounts Payable and Accrued Liabilities Entity Address, City or Town Entity Address, City or Town Audit Information [Abstract] Audit Information Leases [Abstract] Leases [Abstract] Expenses Operating Expenses [Abstract] Total equity Balance at beginning of period Balance at end of period Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest Net operating losses Deferred Tax Assets, Operating Loss Carryforwards Consolidation Consolidation, Policy [Policy Text Block] Related party operating lease liabilities Related Party Operating Lease Liabilities Related party operating lease liabilities. Changes in fair value: Servicing Asset At Fair Value, Change In Fair Value [Abstract] Servicing Asset At Fair Value, Change In Fair Value Minimum Minimum [Member] Non-controlling interest Stockholders' Equity Attributable to Noncontrolling Interest Statement of Financial Position [Abstract] Statement of Financial Position [Abstract] Entity Emerging Growth Company Entity Emerging Growth Company Common stock, par value (in usd per share) Common Stock, Par or Stated Value Per Share Borrowings against investment securities Proceeds from Issuance of Secured Debt Commitments and Contingencies Disclosure [Abstract] Commitments and Contingencies Disclosure [Abstract] Auditor Name Auditor Name Number of trigger events Number Of Trigger Events Number Of Trigger Events Fair Value Measurements Fair Value Disclosures [Text Block] Share price (in usd per share) Share Price Trading Symbol Trading Symbol Entity File Number Entity File Number Mortgage Servicing Rights Transfers and Servicing of Financial Assets [Text Block] Due to changes in valuation inputs or assumptions Due to changes in valuation inputs and assumptions Servicing Asset at Fair Value, Changes in Fair Value Resulting from Changes in Valuation Inputs or Changes in Assumptions Derivatives Derivatives, Policy [Policy Text Block] Variable Interest Entities Variable Interest Entity Disclosure [Text Block] Granted (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period RSU Restricted Stock Units (RSUs) [Member] Schedule of Lines of Credit Schedule of Line of Credit Facilities [Table Text Block] Borrowings under lines of credit Proceeds from Lines of Credit Use of Estimates Use of Estimates, Policy [Policy Text Block] Loans repurchased Payments For Repurchase Of Loans Payments For Repurchase Of Loans Gores Holdings IV, Inc. Gores Holdings IV, Inc. [Member] Gores Holdings IV, Inc. Number of votes Common Stock, Voting Rights, Number Common Stock, Voting Rights, Number 2027 Senior Notes, due 6/15/27 Senior Unsecured Notes Due June 15, 2027 [Member] Senior Unsecured Notes Due June 15, 2027 Investment securities at fair value, pledged Retained Interest, Fair Value Disclosure Schedule of Variable Interest Entities [Table] Schedule of Variable Interest Entities [Table] Advertising and marketing expenses Marketing and Advertising Expense Subsequent Events [Abstract] Subsequent Events [Abstract] Total revenue, net Revenues Mortgage loans at fair value Increase (Decrease) in Mortgage Loans Held-for-sale Income Taxes Income Tax Disclosure [Text Block] Weighted average interest rate Debt, Weighted Average Interest Rate Changes in fair value of mortgage servicing rights Servicing Asset At Fair Value, Changes In Fair Value Servicing Asset At Fair Value, Changes In Fair Value State Deferred State and Local Income Tax Expense (Benefit) Credit Facility [Domain] Credit Facility [Domain] Impairment of mortgage servicing rights, net Mortgage Servicing Rights (MSR) Impairment (Recovery) Increase (decrease) in: Increase (Decrease) in Operating Liabilities [Abstract] Exercise price of warrants (in usd per share) Class of Warrant or Right, Exercise Price of Warrants or Rights Cash paid for interest Interest Paid, Excluding Capitalized Interest, Operating Activities Risks And Uncertainties Risks And Uncertainties [Policy Text Block] Risks And Uncertainties Basic (in usd per share) Earnings per share of Class A common stock outstanding - basic (in usd per share) Earnings Per Share, Basic Due to collection/realization of cash flows/other Due to collection/realization of cash flows and other Servicing Asset At Fair Value, Settlements Servicing Asset At Fair Value, Settlements SFS Corp SFS Corp [Member] SFS Corp 2025 Lessee, Operating Lease, Liability, to be Paid, Year Three + 10% adverse change – effect on value, cost of servicing Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of 10 Percent Adverse Change in Cost Servicing Sensitivity analysis of fair value of interests continued to be held by transferor servicing assets or liabilities impact of 10 percent adverse change in cost servicing. Summary of Loan Servicing Income Schedule Of Fees Recognized In Exchange For Servicing Financial Assets [Table Text Block] Schedule Of Fees Recognized In Exchange For Servicing Financial Assets Loan servicing income Loan servicing income Contractually Specified Servicing Fee, Late Fee, and Ancillary Fee Earned in Exchange for Servicing Financial Asset Counterparty Name [Domain] Counterparty Name [Domain] Derivatives Derivative Instruments and Hedging Activities Disclosure [Text Block] CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Ending Balance Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations Financing lease right-of-use assets obtained in exchange for finance lease liabilities Right-of-Use Asset Obtained in Exchange for Finance Lease Liability Forfeited (in usd per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value Vesting [Domain] Vesting [Domain] Class A common stock dividends Dividends, Common Stock Line of Credit Facility [Line Items] Line of Credit Facility [Line Items] Ownership [Domain] Ownership [Domain] Other Deferred Tax Assets, Other Entity Interactive Data Current Entity Interactive Data Current Noncontrolling Interest [Line Items] Noncontrolling Interest [Line Items] Property, Plant and Equipment [Table] Property, Plant and Equipment [Table] Portion at Fair Value Measurement Portion at Fair Value Measurement [Member] Dividends paid to Class A common stockholders Payments of Dividends Retained Earnings Retained Earnings [Member] Late, ancillary and other fees Late And Ancillary Fee Income Generated By Servicing Financial Assets, Amount Late And Ancillary Fee Income Generated By Servicing Financial Assets, Amount 2027 Finance Lease, Liability, to be Paid, Year Five FLSCs Forward Loan Sale Commitments [Member] Forward loan sale commitments. Common Stock Common Stock [Member] Related Party Transactions Related Party Transactions [Policy Text Block] Related party transactions [Policy Text Block]. Class A common stock repurchased Payments for Repurchase of Common Stock Costs incurred related to business combination transaction Costs Incurred Related To Business Combination, Investing Activity Costs Incurred Related To Business Combination, Investing Activity Gain (loss) on sale of mortgage servicing rights Gain (Loss) On Sale Of Mortgage Servicing Rights Gain loss on sale of mortgage servicing Rights. Class of Stock [Axis] Class of Stock [Axis] Income Taxes And Tax Receivable Agreement Income Tax, Policy [Policy Text Block] Statement [Table] Statement [Table] Margin calls on borrowings against investment securities Increase (Decrease) in Margin Deposits Outstanding Vested (in usd per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value Current income tax expense: Current Federal, State and Local, Tax Expense (Benefit) [Abstract] Debt redemption price (in percent) Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed Investment in partnership Deferred Tax Liabilities, Investments Furniture and equipment Furniture and Fixtures [Member] 2025 Senior Notes, due 11/15/25 Senior Unsecured Notes Due November 15, 2025 [Member] Senior Unsecured Notes Due November 15, 2025 Quantitative Information on Recurring Level 3 Fair Value Financial Instruments Fair Value Measurement Inputs and Valuation Techniques [Table Text Block] Statistical Measurement [Axis] Statistical Measurement [Axis] Proceeds from principal payments on investment securities Proceeds from Collection of Retained Interest in Securitized Receivables Related Party Transaction [Axis] Related Party Transaction [Axis] Leasehold improvements Leasehold Improvements [Member] Retained earnings Retained Earnings (Accumulated Deficit) Equity Components [Axis] Equity Components [Axis] Scenario [Domain] Scenario [Domain] Net proceeds from sale of mortgage servicing rights Proceeds from Sale of Mortgage Servicing Rights (MSR) Related Party Transactions Related Party Transactions Disclosure [Text Block] Operating Segments Segment Reporting, Policy [Policy Text Block] Revision of Prior Period [Domain] Revision of Prior Period [Domain] Document Fiscal Year Focus Document Fiscal Year Focus CASH FLOWS FROM OPERATING ACTIVITIES Net Cash Provided by (Used in) Operating Activities [Abstract] Statement [Line Items] Statement [Line Items] Repayments of finance lease liabilities Finance Lease, Principal Payments Fair Value Measurement Inputs and Valuation Techniques [Table] Fair Value Measurement Inputs and Valuation Techniques [Table] Unvested - beginning of period (in shares) Unvested - end of period (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number Servicing Asset at Amortized Cost, Balance [Roll Forward] Servicing Asset at Amortized Cost, Balance [Roll Forward] Fair Value Hierarchy and NAV [Axis] Fair Value Hierarchy and NAV [Axis] Recovery/(Impairment) Servicing Asset At Amortized Value (Impairment) Recovery Servicing Asset At Amortized Value (Impairment) Recovery Unrecognized tax benefits, penalties on income tax expense Unrecognized Tax Benefits, Income Tax Penalties Expense Total current income tax expense Current Income Tax Expense (Benefit) Operating lease right-of-use asset, net (includes $102,322 and $104,595 with related parties) Operating Lease, Right-of-Use Asset Class A common stock repurchased Stock Repurchased During Period, Value Secondary Market Investor [Domain] Banking Regulation, Mortgage Banking, Secondary Market Investor [Domain] Auditor Firm ID Auditor Firm ID Number of shares called by each warrant Class of Warrant or Right, Number of Securities Called by Each Warrant or Right Deferred tax liabilities: Deferred Tax Liabilities, Gross [Abstract] Total lease expense under all operating leases Rent expense Operating Lease, Expense 2020 Plan 2020 UWM Holdings Corporation Omnibus Incentive Plan [Member] 2020 UWM Holdings Corporation Omnibus Incentive Plan Gore Holdings IV, Inc. Gore Holdings IV, Inc. [Member] Gore Holdings IV, Inc. Document Transition Report Document Transition Report Local Phone Number Local Phone Number Proceeds from business combination transaction Proceeds From Business Combination, Investing Activity Proceeds From Business Combination, Investing Activity Recently Adopted Accounting Pronouncements New Accounting Pronouncements, Policy [Policy Text Block] Current aggregate committed amount Line of Credit Facility, Current Borrowing Capacity Derivative settlements receivable Derivative Settlement Receivable Derivative Settlement Receivable Document Information [Table] Document Information [Table] Line of Credit Due May 23, 2022 Line Of Credit Due May 23, 2023 [Member] Line Of Credit Due May 23, 2023 Weighted average shares outstanding: Weighted Average Number of Shares Outstanding Reconciliation [Abstract] Common stock, shares, outstanding Balance at beginning of period (in shares) Balance at end of period (in shares) Common stock outstanding (in shares) Common Stock, Shares, Outstanding Line of Credit Due September 6, 2022 Line Of Credit Due September 6, 2022 [Member] Line Of Credit Due September 6, 2022 Exchange ratio (in shares) Stockholders' Equity Note, Exchange Ratio Stockholders' Equity Note, Exchange Ratio Long-Lived Tangible Asset [Axis] Long-Lived Tangible Asset [Axis] Mortgage Banking [Abstract] Class A common stock repurchased (in shares) Stock Repurchased During Period, Shares Adjustments to reconcile net income to net cash provided by operating activities: Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract] Provision for income taxes Total provision for income taxes Income Tax Expense (Benefit) Loans Eligible for Repurchase from Ginnie Mae Loans [Policy Text Block] Loans, Policy [Text Block] Preferred stock, par value (in usd per share) Preferred Stock, Par or Stated Value Per Share 2026 Lessee, Operating Lease, Liability, to be Paid, Year Four Income Statement [Abstract] Income Statement [Abstract] Entity Public Float Entity Public Float Federal Deferred Federal Income Tax Expense (Benefit) Additional  Paid-in Capital Additional Paid-in Capital [Member] Document Fiscal Period Focus Document Fiscal Period Focus Derivative [Line Items] Derivative [Line Items] Diluted (in shares) Weighted average shares of Class A common stock outstanding - diluted (in shares) Weighted Average Number of Shares Outstanding, Diluted Accumulated depreciation and amortization Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment Derivative liabilities Derivative liabilities Derivative Liability Interest income Interest and Fee Income, Loans and Leases Line of Credit Due April 23, 2023 Line Of Credit Due April 23, 2023 [Member] Line Of Credit Due April 23, 2023 General and administrative Other general and administrative expenses Other General and Administrative Expense ICFR Auditor Attestation Flag ICFR Auditor Attestation Flag Common stock, $0.0001 par value Common Stock, Value, Issued Carrying Amount Reported Value Measurement [Member] Debt Instrument, Name [Domain] Debt Instrument, Name [Domain] Business Acquisition, Acquiree [Domain] Business Acquisition, Acquiree [Domain] Senior Notes Senior Notes [Member] Private Warrants Private Warrants [Member] Private Warrants Deferred tax assets: Deferred Tax Assets, Gross [Abstract] Granted (in usd per share) Granted fair value (in usd per share) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value Representations and Warranties Reserve And Contingencies Commitments and Contingencies, Policy [Policy Text Block] Mortgage Servicing Rights [Line Items] Mortgage Servicing Rights [Line Items] Mortgage Servicing Rights [Line Items] Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block] Preferred stock, shares authorized Preferred Stock, Shares Authorized Variable Interest Entity [Line Items] Variable Interest Entity [Line Items] Net income attributable to non-controlling interests Net Income (Loss) Attributable to Noncontrolling Interest Commitments and Contingencies Commitments and Contingencies Disclosure [Text Block] Net income attributable to Class A common shareholders Net Income (Loss) Available to Common Stockholders, Basic Common stock, shares, issued Number of common shares issued Common Stock, Shares, Issued Other Effective Income Tax Rate Reconciliation, Other Adjustments, Amount Summary of Key Assumptions Used in Determining the Fair Value Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block] Premiums paid on mortgage loans Receivable with Imputed Interest, Premium Number of units authorized (in shares) Common Unit, Authorized Interest expense under finance leases Finance Lease, Interest Expense Costs related to business combination Business Combination, Acquisition Related Costs Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items] Common Class D Common Class D [Member] Common Class D Minimum net worth requirement Banking Regulation, Mortgage Banking, Net Worth, Minimum Number of warrants issued (in shares) Class Of Warrant Or Right, Issued Class Of Warrant Or Right, Issued Amendment Flag Amendment Flag Remaining operating lease term Lessee, Operating Lease, Remaining Lease Term Net cash provided by investing activities Net Cash Provided by (Used in) Investing Activities Derivative liabilities Increase (Decrease) in Derivative Liabilities Face amount Debt Instrument, Face Amount Construction in process Construction in Progress [Member] Entity Current Reporting Status Entity Current Reporting Status Net operating loss carryforwards not subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration 2023 Finance Lease, Liability, to be Paid, Year One Depreciation & amortization Depreciation, Depletion and Amortization Repayments under equipment notes payable Repayments of Notes Payable Proceeds from issuance of senior notes Proceeds from Issuance of Senior Long-Term Debt + 10% adverse change – effect on value, prepayment speeds Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 10 Percent Adverse Change in Prepayment Speed Fair value adjustment Mortgage Loans Fair Value Adjustment Mortgage loans fair value adjustment. Unit price (in usd per unit) Sale Of Unit, Price Per Unit Sale Of Unit, Price Per Unit Counterparty Name [Axis] Counterparty Name [Axis] Derivative [Table] Derivative [Table] Unamortized debt issuance costs and discounts Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net Schedule of Stock by Class [Table] Schedule of Stock by Class [Table] Line of Credit Due December 22, 2022 Line Of Credit Due December 21, 2023 [Member] Line Of Credit Due December 21, 2023 IPO IPO [Member] Entity Incorporation, State or Country Code Entity Incorporation, State or Country Code Class B and Class D Class B And Class D [Member] Class B And Class D 2024 Finance Lease, Liability, to be Paid, Year Two Basis of Presentation Basis of Accounting, Policy [Policy Text Block] Premises and equipment, net Premises and equipment, net Property, Plant and Equipment, Net Marketing, travel, and entertainment Travel and Entertainment Expense Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows Operating Lease, Payments Salaries, commissions and benefits Labor and Related Expense Line of Credit Due November 8, 2023 Line Of Credit Due November 8, 2023 [Member] Line Of Credit Due November 8, 2023 Transfers and Servicing [Abstract] Transfers and Servicing [Abstract] Remaining finance lease term Lessee, Finance Lease, Remaining Lease Term Debt Instrument, Redemption, Period [Domain] Debt Instrument, Redemption, Period [Domain] Servicing Asset at Fair Value, Amount [Roll Forward] Servicing Asset at Fair Value, Amount [Roll Forward] Forfeited (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period Outstanding Balance Long-Term Debt Balance, beginning of period Balance, end of period Servicing Asset at Amortized Cost Other expense/(income) Other Nonoperating Income (Expense) Activity of Representation and Warranties Reserve Movement In Representation And Warranty Reserve [Table Text Block] Movement In Representation And Warranty Reserve Common stock, shares authorized Common Stock, Shares Authorized Schedule of Related Party Transactions, by Related Party [Table] Schedule of Related Party Transactions, by Related Party [Table] Business Combination, Separately Recognized Transactions [Table] Business Combination, Separately Recognized Transactions [Table] Class of Warrant or Right [Axis] Class of Warrant or Right [Axis] Total expenses Operating Expenses Maximum Maximum [Member] Mortgage Servicing Instrument Mortgage Servicing Instrument [Member] Mortgage Servicing Instrument Common Class A Common Class A [Member] Holdings, LLC Holdings, LLC [Member] Holdings, LLC Pullthrough rate (weighted avg) Derivative Asset, Measurement Input Cash and cash equivalents Cash and Cash Equivalents, at Carrying Value Schedule of Additional Supplemental Flow Information Related to Leases Schedule Of Additional Supplemental Flow Information Related To Leases [Table Text Block] Schedule of additional supplemental flow information related to leases. Derivative liability Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value Entity Small Business Entity Small Business Measurement Basis [Axis] Measurement Basis [Axis] Dividends declared (in usd per share) Common Stock, Dividends, Per Share, Declared Stock-based compensation expense (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period Revenue Revenues [Abstract] Senior notes Senior Notes Dividend Policy Stockholders' Equity, Policy [Policy Text Block] Line of Credit Facility [Table] Line of Credit Facility [Table] Member distributions to SFS Corp. Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders Tranche Four Share-Based Payment Arrangement, Tranche Four [Member] Share-Based Payment Arrangement, Tranche Four Unrecognized compensation related to unvested awards Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount Premises and Equipment, Net Property, Plant and Equipment Disclosure [Text Block] Schedule of Supplemental Cash Flow Information Schedule of Cash Flow, Supplemental Disclosures [Table Text Block] Management Management [Member] Long-Lived Tangible Asset [Domain] Long-Lived Tangible Asset [Domain] Title of 12(b) Security Title of 12(b) Security Related party finance lease liability Finance Lease, Liability, Related Party Finance Lease, Liability, Related Party Ownership Percentage by Noncontrolling Owners (in percent) Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners Pullthrough rate (weighted avg) Measurement Input, Pull Through Rate [Member] Measurement Input, Pull Through Rate Servicing costs Servicing costs Servicing costs. Expenses of various companies related through common ownership Costs and Expenses Subsequent Event [Line Items] Subsequent Event [Line Items] Repayments under lines of credit Repayments of Lines of Credit Debt Instrument [Line Items] Debt Instrument [Line Items] Class of Warrant or Right [Table] Class of Warrant or Right [Table] Mortgage Loans at Fair Value Mortgages Held for Sale Fair Value Disclosure [Text Block] Mortgages held for sale fair value disclosure. Class of Stock [Line Items] Class of Stock [Line Items] Fair Value Measurement Inputs and Valuation Techniques [Line Items] Fair Value Measurement Inputs and Valuation Techniques [Line Items] Discount and direct issuance costs on senior notes Payments of Debt Issuance Costs Operating lease liability (includes $109,473 and $111,999 with related parties) Total Operating Lease, Liability Stock-Based Compensation Share-Based Payment Arrangement [Policy Text Block] Minimum capital ratio Minimum Capital Ratio Minimum Capital Ratio Total lease payments Finance Lease, Liability, to be Paid Warehouse bank receivable Warehouse After Deadline Funding Warehouse After Deadline Funding Summary of Maturities of the Company's Financing Lease Liabilities Finance Lease, Liability, Fiscal Year Maturity [Table Text Block] Noncontrolling Interest [Table] Noncontrolling Interest [Table] Net deferred tax liabilities Deferred Tax Liabilities, Net Liabilities and equity Liabilities and Equity [Abstract] Estimated Fair Value Estimate of Fair Value Measurement [Member] Purchase price of warrants (in usd per warrant) Class Of Warrant Or Right, Purchase Price Class Of Warrant Or Right, Purchase Price Line of Credit Due February 22, 2023 Line Of Credit Due February 21, 2024 1 [Member] Line Of Credit Due February 21, 2024 1 Fair Value, Recurring and Nonrecurring [Table] Fair Value, Recurring and Nonrecurring [Table] MSR Facility MSR Facility [Member] MSR Facility Servicing Assets at Fair Value [Line Items] Servicing Assets at Fair Value [Line Items] Number of units issued during period (in shares) Units Issued During Period, New Issues Units Issued During Period, New Issues Servicing advances Servicing Advances Servicing Advances Other assets Increase (Decrease) in Other Operating Assets Related party operating lease right-of-use asset Related Party Operating Lease Assets Related party operating lease assets. Line of Credit, EF program Line Of Credit Through Early Funding Program [Member] Line Of Credit Through Early Funding Program Loans eligible for repurchase from Ginnie Mae Loans Receivable, Fair Value Disclosure Balance, beginning of period Balance, end of period Representation And Warranty Reserve Representation And Warranty Reserve Direct loan production costs Direct Loan Production Costs Direct loan production costs. Hedging Designation [Axis] Hedging Designation [Axis] Auditor Location Auditor Location Member contributions Partners' Capital Account, Contributions Entity Filer Category Entity Filer Category Warrant Warrant [Member] Basic (in shares) Weighted average shares of Class A common stock outstanding - basic (in shares) Weighted Average Number of Shares Outstanding, Basic Equity Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract] Federal Current Federal Tax Expense (Benefit) Stock-based compensation expense Share-Based Payment Arrangement, Expense Security Exchange Name Security Exchange Name Class of Warrant or Right [Domain] Class of Warrant or Right [Domain] Accounts receivable, net Total accounts receivable, net Accounts Receivable, after Allowance for Credit Loss Notional Amount Derivative, Notional Amount Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December 31, 2022 or 2021 Preferred Stock, Value, Issued Property, Plant and Equipment [Line Items] Property, Plant and Equipment [Line Items] Summary of Senior Unsecured Notes Schedule of Debt [Table Text Block] Entity Well-known Seasoned Issuer Entity Well-known Seasoned Issuer Discretionary matching contribution (as a percent) Defined Contribution Plan, Employer Matching Contribution, Percent of Match Percentage of beneficial interests in securitized assets (in percent) Percentage Of Beneficial Interest In Securitized Assets Percentage Of Beneficial Interest In Securitized Assets Cover [Abstract] Cover [Abstract] Schedule of Long-term Debt Instruments [Table] Schedule of Long-Term Debt Instruments [Table] Leases Lessee, Leases [Policy Text Block] Level 3 Fair Value, Inputs, Level 3 [Member] Entity Voluntary Filers Entity Voluntary Filers Liquidity requirement Banking Regulation, Mortgage Banking, Liquidity Banking Regulation, Mortgage Banking, Liquidity Public Warrants Public Warrants [Member] Public Warrants Depreciation and amortization Depreciation, Depletion and Amortization, Nonproduction Stock-Based Compensation Share-Based Payment Arrangement [Text Block] Loan production income Gain (Loss) on Sales of Loans, Net Provision for current expected credit losses Accounts Receivable, Allowance for Credit Loss Decrease in fair value of investment securities Change In Fair Value Of Retained Interest Change In Fair Value Of Retained Interest Other assets Other Assets Weighted average discount rate – finance leases Finance Lease, Weighted Average Discount Rate, Percent Number of units outstanding (in shares) Common units (in shares) Common Unit, Outstanding Debt Instrument, Redemption, Period Two Debt Instrument, Redemption, Period Two [Member] Non-controlling Interest Noncontrolling Interest [Member] Forecast Forecast [Member] Sales Servicing Asset at Amortized Cost, Disposals Revolving Credit Agreement Revolving Credit Agreement [Member] Revolving Credit Agreement Documents Incorporated by Reference Documents Incorporated by Reference [Text Block] Total liabilities and equity Liabilities and Equity Maturity period (in months) Debt Instrument, Term Schedule of Deferred Tax Assets and Liabilities Schedule of Deferred Tax Assets and Liabilities [Table Text Block] UWM UWM, LLC [Member] UWM, LLC Related Party [Axis] Related Party [Axis] Long-term Debt, Type [Axis] Long-Term Debt, Type [Axis] Servicing Advances Transfers and Servicing of Financial Assets, Servicing of Financial Assets, Policy [Policy Text Block] Tax receivable agreement liability Tax Receivable Agreement, Liability Tax Receivable Agreement, Liability Organization, Consolidation and Presentation of Financial Statements [Abstract] Organization, Consolidation and Presentation of Financial Statements [Abstract] Total deferred tax assets Deferred tax assets Deferred Tax Assets, Gross Not Designated as Hedging Instrument Not Designated as Hedging Instrument [Member] Regulatory Net Worth Requirements Regulatory Capital Requirements for Mortgage Companies Disclosure [Text Block] Level 2 Fair Value, Inputs, Level 2 [Member] Net (repayments) borrowings under warehouse lines of credit Proceeds From (Payments For) Borrowings Under Warehouse Lines Of Credit Net Proceeds from borrowings under warehouse lines of credit net. Ginnie Mae, Freddie Mac and Fannie Mae FNMA, FHLMC And GNMA [Member] FNMA, FHLMC And GNMA Debt Instrument, Redemption, Period One Debt Instrument, Redemption, Period One [Member] Current Fiscal Year End Date Current Fiscal Year End Date Less imputed interest Lessee, Operating Lease, Liability, Undiscounted Excess Amount Net income attributable to Class A common shareholders - diluted Net Income (Loss) Available to Common Stockholders, Diluted Vesting [Axis] Vesting [Axis] Diluted (in usd per share) Earnings per share of Class A common stock outstanding - diluted (in usd per share) Earnings Per Share, Diluted Sale of Stock [Domain] Sale of Stock [Domain] Unrecognized tax benefits, interest on income tax expense Unrecognized Tax Benefits, Interest on Income Taxes Expense Tranche Two Share-Based Payment Arrangement, Tranche Two [Member] Income attributable to pass-through members Effective Income Tax Rate Reconciliation, Pass-Through Members, Amount Effective Income Tax Rate Reconciliation, Pass-Through Members, Amount Conversion ratio Stockholders' Equity Note, Stock Split, Conversion Ratio Award vesting period (in years) Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period Line of Credit, EF Line Of Credit With Early Funding, EF [Member] Line Of Credit With Early Funding, EF Ownership Percentage by Parent (in percent) Noncontrolling Interest, Ownership Percentage by Parent Stock-based compensation expense APIC, Share-Based Payment Arrangement, Increase for Cost Recognition Losses realized, net Representation and Warranty Reserve, Realized Gains (Losses) Representation and Warranty Reserve, Realized Gains (Losses) Decrease in fair value of warrants liability Decrease in fair value of warrants liability Fair Value Adjustment of Warrants Line of Credit Due March 22, 2023 Line Of Credit Due March 22, 2023 [Member] Line Of Credit Due March 22, 2023 Direct origination costs Direct Origination Costs Direct origination costs. 2024 Lessee, Operating Lease, Liability, to be Paid, Year Two Schedule of Accounts Receivable Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block] Unrecognized tax benefits Unrecognized Tax Benefits Net operating loss carryforwards subject to expiration Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration Origination receivables Due from Related Parties Schedule of Derivative Instruments Schedule of Derivative Instruments [Table Text Block] Cumulative Effect, Period of Adoption, Adjustment Cumulative Effect, Period of Adoption, Adjustment [Member] Contract, initial term Management Contract, Initial Term Management Contract, Initial Term Schedule of Maturities of Company's Operating Lease Liabilities Lessee, Operating Lease, Liability, Maturity [Table Text Block] Schedule of Servicing Assets at Fair Value [Table] Schedule of Servicing Assets at Fair Value [Table] Entity Address, Address Line One Entity Address, Address Line One Line of Credit, ASAP program Line Of Credit With Early Funding, ASAP [Member] Line Of Credit With Early Funding, ASAP Related party finance lease right-of-use asset Finance Lease, Right-Of-Use Asset, After Accumulated Amortization, Related Party Finance Lease, Right-Of-Use Asset, After Accumulated Amortization, Related Party Class of Stock [Domain] Class of Stock [Domain] Weighted average remaining lease term – finance leases Finance Lease, Weighted Average Remaining Lease Term Line of Credit Due May 25, 2023 Line Of Credit Due September 26, 2023 [Member] Line Of Credit Due September 26, 2023 Fair Value Disclosures [Abstract] Fair Value Disclosures [Abstract] IRLCs Interest Rate Lock Commitments [Member] Interest expense Interest Expense Derivative Instruments and Hedging Activities Disclosure [Abstract] Derivative Instruments and Hedging Activities Disclosure [Abstract] Commitments to extend credit to potential borrowers Commitments To Extend Credit To Potential Borrowers Commitments to extend credit to potential borrowers. Credit Facility [Axis] Credit Facility [Axis] Mortgage Servicing Rights [Table] Mortgage Servicing Rights [Table] Mortgage Servicing Rights [Table] Matching contribution Defined Contribution Plan, Employer Discretionary Contribution Amount Transfers and Servicing of Financial Assets [Abstract] Transfers and Servicing of Financial Assets [Abstract] Subsequent Event [Table] Subsequent Event [Table] Vested (in shares) Vested (in shares) Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period Entity Tax Identification Number Entity Tax Identification Number Number of shares authorized for issuance Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized Fair value of investment securities pledged Securities Loaned, Fair Value of Collateral Business Combination, Separately Recognized Transactions [Line Items] Business Combination, Separately Recognized Transactions [Line Items] MSR Mortgage servicing rights Mortgage Servicing Rights [Member] Mortgage Servicing Rights [Member] + 20% adverse change – effect on value, discount rate Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 20 Percent Adverse Change in Discount Rate Total deferred tax liabilities Deferred tax liability Deferred Tax Liabilities, Gross Borrowings under equipment notes payable Proceeds from Notes Payable Ownership percentage (in percent) Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage Amortization and pay-offs of mortgage servicing rights Amortization and pay-offs of mortgage servicing rights Amortization and pay-offs of mortgage servicing rights. Schedule of Effective Income Tax Rate Reconciliation Schedule of Effective Income Tax Rate Reconciliation [Table Text Block] INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect 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] 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] Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows Finance Lease, Principal And Interest Payments Finance Lease, Principal And Interest Payments Entity Central Index Key Entity Central Index Key 2029 Senior Notes, due 4/15/29 Senior Unsecured Notes Due April 15, 2029 [Member] Senior Unsecured Notes Due April 15, 2029 Summary of Mortgage Servicing Rights Servicing Asset at Amortized Cost [Table Text Block] Summary of Reconciliation of Changes in Mortgage Loans at Fair Value Fair Value Option, Disclosures [Table Text Block] Repayments of borrowings against investment securities Repayments of Secured Debt Related Party Finance Lease Related Party Finance Lease [Member] Related Party Finance Lease Weighted Average Grant Date Fair Value Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract] Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table] Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table] Proceeds from business combination Business Combination, Consideration Transferred Measurement Input Type [Axis] Measurement Input Type [Axis] Line of Credit Due July 28, 2023 Line Of Credit Due July 28, 2023 [Member] Line Of Credit Due July 28, 2023 Entity [Domain] Entity [Domain] Loans paid in full Servicing Asset at Amortized Value Loan Paid Servicing Asset at Amortized Value Loan Paid City Area Code City Area Code Ownership Percentage (in percent) Noncontrolling Interest, Ownership Percentage Noncontrolling Interest, Ownership Percentage Assets Assets [Abstract] Legal fees Legal Fees Amortization, impairment and pay-offs of mortgage servicing rights (see Note 5) Amortization Impairment and Payoffs of Mortgage Servicing Rights Amortization impairment and payoffs of mortgage servicing rights. Long-term Debt, Type [Domain] Long-Term Debt, Type [Domain] Retirement Benefits [Abstract] Retirement Benefits [Abstract] Mortgage servicing rights Aggregate unpaid principal balance Servicing Asset Sale of Stock [Axis] Sale of Stock [Axis] Income tax expense at the federal statutory rate Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount Advertising and Marketing Advertising Cost [Policy Text Block] Annual maximum contribution per team member Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount Debt Instrument, Redemption, Period [Axis] Debt Instrument, Redemption, Period [Axis] Related party operating lease expense Related Party Operating Lease Expense Related party operating lease expense. Derivative blended weighted average pullthrough rate (in percent) Interest Rate Lock Commitment Pull Through Rate Interest Rate Lock Commitment Pull Through Rate CASH FLOWS FROM FINANCING ACTIVITIES Net Cash Provided by (Used in) Financing Activities [Abstract] Schedule of Analysis of Change in Fair Value Schedule of Servicing Assets at Fair Value [Table Text Block] Total liabilities Financial Liabilities Fair Value Disclosure Annual prepayment speeds (as a percent) Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Prepayment Speed Stock-based compensation expense Share-Based Payment Arrangement, Noncash Expense Loans eligible for repurchase from Ginnie Mae Loans Payable, Fair Value Disclosure Less imputed interest Finance Lease, Liability, Undiscounted Excess Amount Number of warrants outstanding (in shares) Class of Warrant or Right, Outstanding Other liabilities Increase (Decrease) in Other Operating Liabilities Purchases of premises and equipment Payments to Acquire Property, Plant, and Equipment Depreciation & amortization Depreciation And Amortization Of Premises And Equipment Depreciation and amortization of premises and equipment. Escrow balance Escrow Deposit Weighted Average Weighted Average [Member] Public and Private Warrants Warrants, Fair Value Disclosure Warrants, Fair Value Disclosure Excess Servicing Cash Flows Excess Servicing Cash Flows [Member] Excess Servicing Cash Flows Thereafter Finance Lease, Liability, to be Paid, after Year Five Calculation of Basic and Diluted Earnings per Share Schedule of Earnings Per Share, Basic and Diluted [Table Text Block] Other receivables Notes Receivable, Related Parties Operating lease right-of-use assets obtained in exchange for operating leases liabilities Right-of-Use Asset Obtained in Exchange for Operating Lease Liability Servicing fees Servicing Fee Receivables Servicing Fee Receivables MSR sales Servicing Asset at Fair Value, Disposals EX-101.PRE 12 uwmc-20221231_pre.xml XBRL TAXONOMY EXTENSION PRESENTATION LINKBASE DOCUMENT GRAPHIC 13 uwmc-20221231_g1.jpg begin 644 uwmc-20221231_g1.jpg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end GRAPHIC 14 uwmc-20221231_g2.jpg begin 644 uwmc-20221231_g2.jpg M_]C_X 02D9)1@ ! 0$ 8 !@ #_VP!# ," @," @,# P,$ P,$!0@%!00$ M!0H'!P8(# H,# L*"PL-#A(0#0X1#@L+$!80$1,4%145# \7&!84&!(4%13_ MVP!# 0,$! 4$!0D%!0D4#0L-%!04%!04%!04%!04%!04%!04%!04%!04%!04 M%!04%!04%!04%!04%!04%!04%!04%!3_P 1" $C G@# 2( A$! Q$!_\0 M'P 04! 0$! 0$ $" P0%!@<("0H+_\0 M1 @$# P($ P4% M! 0 %] 0(# 01!1(A,4$&$U%A!R)Q%#*!D:$((T*QP152T? D,V)R@@D* M%A<8&1HE)B7J#A(6&AXB)BI*3E)66EYB9FJ*CI*6FIZBIJK*SM+6VM[BYNL+#Q,7& MQ\C)RM+3U-76U]C9VN'BX^3EYN?HZ>KQ\O/T]?;W^/GZ_\0 'P$ P$! 0$! M 0$! 0 $" P0%!@<("0H+_\0 M1$ @$"! 0#! <%! 0 0)W $" M Q$$!2$Q!A)!40=A<1,B,H$(%$*1H;'!"2,S4O 58G+1"A8D-.$E\1<8&1HF M)R@I*C4V-S@Y.D-$149'2$E*4U155E=865IC9&5F9VAI:G-T=79W>'EZ@H.$ MA8:'B(F*DI.4E9:7F)F:HJ.DI::GJ*FJLK.TM;:WN+FZPL/$Q<;'R,G*TM/4 MU=;7V-G:XN/DY>;GZ.GJ\O/T]?;W^/GZ_]H # ,! (1 Q$ /P#]4Z*** "B MJVI:E::/8SWM]6>9PB(H[DGI7C>I?M@?#JPNGACN=0OE4X\ZVM#L M/TW%3^E=%+#U:W\.+9C4K4Z7QR2/;:*\(_X;-^'W]S5__ 1?_BZ/^&S?A]_< MU?\ \!%_^+K?ZABO^?;,?KF'_G1[O17A'_#9OP^_N:O_ . B_P#Q='_#9OP^ M_N:O_P" B_\ Q='U#%?\^V'US#_SH]WHKPC_ (;-^'W]S5__ $7_P"+H_X; M-^'W]S5__ 1?_BZ/J&*_Y]L/KF'_ )T>[T5X1_PV;\/O[FK_ /@(O_Q='_#9 MOP^_N:O_ . B_P#Q='U#%?\ /MA]]<<:$']LSX?9^[JY_[=%_\ BZ/^ M&S?A]_$?\-F_#[^YJ__ ("+_P#%T?\ #9OP^_N: MO_X"+_\ %T?4,5_S[8?7,/\ SH]WHKPC_ALWX??W-7_\!%_^+H_X;-^'W]S5 M_P#P$7_XNCZABO\ GVP^N8?^='N]%>$?\-F_#[^YJ_\ X"+_ /%T?\-F_#[^ MYJ__ ("+_P#%T?4,5_S[8?7,/_.CW>BO"X?VROAY+*J,VJ0J3@R/: @?7#$_ MI7KOA;Q;H_C;2(]4T/4(=2L9#@2PGH>ZL#RI]B >:QJX:M15ZD&D:TZ]*J[0 MDF:]%9'BCQ9H_@O2)=4UO4(=.L8S@RS'J>RJ!RQ]@":\BF_;)^'D4K(K:I,H M/$B6@ /N,L#^E%+#5JRO3@V@J5Z5)VG)(]THKPC_ (;-^'W]S5__ $7_P"+ MH_X;-^'W]S5__ 1?_BZV^H8K_GVS+ZYA_P"='N]%>$?\-F_#[^YJ_P#X"+_\ M71_PV;\/O[FK_P#@(O\ \71]0Q7_ #[8?7,/_.CW>BO"/^&S?A]_[T5X1_P -F_#[^YJ_ M_@(O_P 71_PV;\/O[FK_ /@(O_Q='U#%?\^V'US#_P Z/=Z*\(_X;-^'W]S5 M_P#P$7_XNMSPI^U+\/O%FI1V,>IS:;<2MMC_ +1A,2,3VWY*C\2*4L#B8J[I MO[BEBJ$G931ZW125Y]\0?CSX,^&EU]CUC5-VHX#&RM(S+*H/3=CA?HQ!.:Y: M=.=67+35WY&\ZD::YINR/0J*\(_X;-^'W]S5_P#P$7_XNC_ALWX??W-7_P# M1?\ XNNOZABO^?;.;ZYA_P"='N]%>$?\-F_#[^YJ_P#X"+_\71_PV;\/O[FK M_P#@(O\ \71]0Q7_ #[8?7,/_.CW>BO"/^&S?A]_[T5X1_P -F_#[^YJ__@(O_P 71_PV M;\/O[FK_ /@(O_Q='U#%?\^V'US#_P Z/=Z*\(_X;-^'W]S5_P#P$7_XN@?M MF?#[^[JP_P"W1?\ XNCZABO^?;#ZYA_YT>[T5R/P_P#BMX7^)UM)+X?U-+N2 M(9EMG4QS1^Y1N<>XR/>NHO+R#3[6:YNIH[:VA4O)-*P5$4#)))X %<?#K2[Q[>.\O=0"'!FM+4E"?8L5S]1Q5+_ALWX? M?W-7_P# 1?\ XNNQ8'%-7]F_N.=XN@M.='N]%>$?\-F_#[^YJ_\ X"+_ /%T M?\-F_#[^YJ__ ("+_P#%T?4,5_S[8OKF'_G1[O17A'_#9OP^_N:O_P" B_\ MQ='_ V;\/O[FK_^ B__ !='U#%?\^V'US#_ ,Z/=Z*\(_X;-^'W]S5__ 1? M_BZ/^&S?A]_=0GP_X;AD:.RF1[VX53@2D-M0'V M&&./4CT%?)U?2?['?^PTW2+5HTN=0N8K2)I20@=W"@L0"<9(S@&NBU;X:RV.EZG?66O:1KBZ8 M5^VPV#3B2%2XC#D2Q)N7>54E_M]*^(GA>]NY5M[2VU6UFFF?[J(L MREF/L ":W[[XH//JEQ:'3],M=$N+Z.2]73[-(WNX4E#A&;J0< XR 2!GI754 M=7GM#;_@_P"1SP5/DO+RN())5WQI)$REU]0".1[U[_K'Q T*UUH7FH7ECJ>E7&OVU\B1WLM[)Y2 M.Q,OE,,0X0[3&0" =6>UUK2K#4O%-MKNK3:Q)?6MW#.UR+6(6LXD MD8D?+O9HCLZ_NN0.*P^M3Y7)P_K_ ('4V^KQYN52/%]+\'ZGJFI26)A-E.EE M/?XO%:/=%%"\K$<9.50X[$XY'6LUM-O%L5O3:S"S9M@N#&?++>@;&,^U>Q:? MXFMM'TBVT_6_$-OK.J+;ZVZW27)N%B2:P,<47F'J7D!.WMD9P6-7/$7C72+C MPO?26=U9?V=<:'#8164E_*TBR".-?+^R_=5ED4OYGW3C=DEL4_K%3F2Y='_F M3[&%G[W]6/"****]$XPHHHH ^P?V(/%UYJ&B^(/#UQ*TMKI[Q7%J&.?+$F\. MH]!E0<>K-ZU\S?$[Q=>>./'FM:Q>R-(\URXC5CQ'&"0B#T 4 ?K7OG["O_(8 M\7_]<+;_ -"DKYDU3_D)W?\ UV?_ -"->+AJ<8XZNTOY?Q6IZ=>TN&;>K+M*@D;ACTN>[;0K7Q'+8W]O-/;?2VN1!JEM!J=OXY1TB$[ M?>8+O(V\+G .1QQ1Q%3133[J&X>"2VFCG12S1-&0R@#)) M'4#'/TJY=>&[V'4KVSMHVU(V>?-FLXI&0*/XN5! ^H%=_>>-;"X^'IU1[WS/ M%LUBOAZ2)LF3R!(9#<$GUB"0]*K76M4N&\.^+[7P[)!XBGO[J[>8 MQ^="R0B*51C][LV2CR^3\_3YC5NO43^'O^%O+[B51@U\1X7'IMY-9RWD=I/) M:1';).L9,:'T+8P*K5[]IWCK1DT'2;B"]LA:V>G7-O=V]Q=R0-)*[2[Q]C3Y M9/-#JX4445TF)/I^H7.DWUO>VI@YRC2JV?0^;O"7@V3Q8 MFJ3?VE8Z3:Z;;KG7LL MD$5WIK2%?-0*6C*R(C!@'0\KR#QFM7X;^)K7PSHOC-YA9S7%QIL45O:WT8DC MF?[7 Q7:>I"JS?\ SLI;^2.\5HV,<:[C@8SDCIV]ZSVT?4%M[>X:QN5M[AML,IA;;(WHIQ@ MGZ5[+JGB[3HK1;*YOK%KF/1]5B#0WTEZ09D41Q&9N#EE8A1]W<<\M@6?$^OZ M4OA7Q3:V6O6UR\MI9OIUQ)J3O<3^3+$._P#G M;_@_U1@'DC-N=(O[.X%O<65Q!.4\P121,K;<$[L$9Q@$Y]J]ZOO'NAP^+M3OKG6H M+N&X\1PWUM.K&;R8S:W"QRXQG]T[QDKC(QTK+\/^+HO"MOIT.J>)K?4];MQJ MUQ!?0W)N!;+)8/'&GFG^)Y<$*.A&3@M1'$5>76.MOT_K[PE1A?26G_!/&WT7 M48[Y+)["Z6]D *V[0L)&SR,+C)K0L?!6K:CINI7<-LS/87,-K+9['\\O*)2N M$"]A"VSGU)=.O[29=4N98RZO.C+%YZL&B)&]E M8G'!4\-3?%GC.TTW0_%,.C^(;AKZ];25;;>&9\1Q7 DC28*ID1"8AN^@R>II MUZM^51U_X-OR)5*%N9O^K7/*1HLYL&N,CS5N/LYM-C^:"%+$XVXP,8ZY]N]0 M7FGW6FR+'=VTUK(RAU6:,H2IZ$ ]O>OH?P_XJTW5_&UO]DU6%KJ;64N_.Y8\ M:8RO*1CG$F<]R8>[,K- MM[=3@L13IXB:+\6(-&CD8V.L0RQRPY^ M7?'&TBOCU&UA]&->%UZO^RO_ ,EY\+_6Y_\ 266JQL5+#5$^S_(6%;C7@UW1 MO_MB>+KS6?BM-HKR,+'1X(DBAS\N^2-9&?'J0RCZ**\)KUC]JG_DO7BC_MU_ M])8:\GI8&*CAJ:79?D&*DY5YM]V6=-M$O[Z"WENX+".1MK7-SO\ +C]VV*S8 M^@-=IJ7PE.GPZ6X\5Z!=2:HJ264,)N]\ZM*8LC=;@##*WWB/NGVSP5>A7VO: M?)<_#!DNXV73K.-+L@_ZEA?3N0W_ %E/T-:U>=-".18VV3,K;3Y9(&X9JA':3S*&CAD=22H*H3R!DC\!S7M>B_$ MNTD\27M[K&M-C-QP#ZFKFM>#]3T.WMKF:$S6L]K#=?:( M49HT650RJS$ !L'I_.O2_#GQ*;R_ L.H>()GAACU!-02>X9AB0R!1)D_,"&X MSGK[U;_X2BWBM=*OI?$]K/H=MX7.G3Z*MPWF/.ULZ"+R<<_O&1B_1=O7*@4. MO54K./Y^?^7XC5*FU\1X=1117H'&%%%% 'W%\#?B9J$G[->I:U=,;J]\/P74 M,-?$B0Q^;J6L:E#@X*G/$2IK6_Z7/6Q,G.%%3>EBYJ?PW%KI^HSZ?XCTC7+C34\R\M+%I=\: M;@I=2\:K(H) )0GKGIS7+RZ7>PV\$\EI/'!<<0RM$P63_=.,'\*ZZX\%Z'X> ML]0O-1\1Z?JJ*F-.M](N-\ES(6&&D!7,:!=Q(;#9P!W-=]JGBRP75O$NHW/B M2VU'1=6N;9])TU)69K4+=1R(S1X_<^5"KQ]L[L#(YKO]M*-K>]\K=O\ /\#D M]DI;Z?TSQVS\+ZK?7VGVB6%PLM_*(;;S(V59&)Q@$CL>OI3]2\+7VE ),H:Z M$\UO):HKF2,Q;JG\/]6O_P I4:=OB_JYXE=:7>V4\L-Q:3P31+ODCEB961>.2".!R/S MIMOIMW>7$4$%K--/*-T<4<99G'J !DC@_E7K.E^)K/7O#=I87FM0#5;GPU9[Z8@+*-0$T<15?6)K1QU_K4CV,=^;^NQXQ):S1>;OAD3RFV2;E(V- MSP?0\'CV-3PZ/?W33B&QN93 N^8)"Q\M?5L#@?6O7/$&J:7XLT?7='CU[3SJ MFS1VFU"[F,<5Y);PSQSNKL/F(,J#)Y<*2,UT4/C#2;CQ%JGD:]8_V;_:T5S] MHCOY+"YB58(D\^-L%91\K#RV1B"O3YC4O$S2^#^M/\_P*5"+?Q?UJ?.M%6=3 M\C^TKO[-*TUMYS^5(Z[6==QP2.Q([56KT#C.H^&/BZ\\#>/-%UBRD:-X;E!( MJG DB) =#[%21^M?3?[;WBZ\T_0= \/VTC16VHO+/=;3C>(]@13ZC+$X]56O MD72_^0G9_P#79/\ T(5].?MU?\A;PA_UPN?_ $*.O%Q-.,L=0;7\WX+0]2A. M2PE5)]OQ/!]'^'O]I>&X-1Q7S30:A80W;1HT=N$8"16VY*OTZ[?:M;P7J&FZMI_@ZYN]8TS2FT?Q'/J%]#. M1"1%(;5E,4:C##,+C:O3C.!S7;[2I"\I+2[_ %\OZNYU#[ M#,VG2);HUT+5+ARZ QM-@[ 4WGC&=NW(S5*M.TFX[?YM?I2V]23@ KC.31%H]_/>2VD=C::_GNC ;@0VK)-&TW]Y79&P3\VWN0*S6(J-7H'.'&>.N:S*[/XQ: MQ;:]\1-3OK2^CU."2.W'VN,$+*RV\:LP! (^8'J*XRNNE)RIQE+=I'/42C-I M;!1116I 5]7_ +#WBZ\ED\0>&II6DLHHUO;=6.1$Q;:X'LH/J:^4*^D? MV'?^1\\0?]@W_P!JI7E9I%2PD[_UJ=^ DXXF-C[/HHHK\Y/M@HHHH ^,OVY/ M^1X\._\ 8.;_ -&M7S97TG^W)_R/'AW_ +!S?^C6KYLK](RW_=*?I^I\1CO] MYF%%%%>F<(58T_4+G2KM+JSGDMKA,[98SAAD$'GW!(_&J]%+?1@%%%%, HHH MH **** /J3]A7_D,>+_^N%M_Z%)7S)JG_(3N_P#KL_\ Z$:^F_V%?^0QXO\ M^N%M_P"A25\R:I_R$[O_ *[/_P"A&O(P_P#OM?\ [=_(]"M_NM+_ +>_,K44 M45ZYYX4444 %%%% !1110 4444 %?6/QN_Y-'\!?33__ $F>ODZOK'XW?\FC M^ OII_\ Z3/7D8[^+0_Q'HX7^'5]#Y.HHHKUSSC8\(^%[CQEK\&DVUQ;VLLJ M2R>==%A&BQQM(Q.U6/W4/0&M#6/ $^GZ,VK6&JZ;X@T^*58)Y=,>0F!VSL#I M)&C -@X8 C(QG-6OA#?6FG^/+26]NX;&W:UO(3<7#;8U9[65%R>P+,!^-;NB MOIOP_P##^I6D^MZ?J=]J]S9QB+3Y&E2"&*=97D=]H .550!D\L3COQ5*DXU+ M1\M/F[_']6O_7S[%>Q@_M?U<\2?2;Z.\>U>SN%NDP&@ M:)@ZY( RN,C)(_,5%=6LUEI>/(--BU-8-4MX M=4B\,/8QW%I>O>?OL(]YRO !P#Q7GOQ%UR/7F\.7 N_MMTFCP0W M4K,6?S59QAB>20NT?3%:TZTYO6-D1.G&*T=SF=/U"YTJ[2ZLYY+:X3.V6-L, M,@@\_0D?C5>BBNKS.<*]7_97_P"2\^%_K<_^DLM>45ZO^RO_ ,EY\+_6Y_\ M266N7&?[M4_PO\CHPW\>'JOS%_:I_P"2]>*/^W7_ -)8:\GKUC]JG_DO7BC_ M +=?_26&O)Z6#_W:G_A7Y!B?X\_5_F3V%F^I7UM:1%1)<2+$I;H"Q &?;FNR MUCX3W.F+K26VO:-J]YHX=KVRLGG$T:HX1V'F1(K!2>=I/KTKEO#MQ':^(-,F ME81Q1W43NQZ*H<$FNY\=?%*6[\1>*(-,M-*@T^_O)HY;RQM52:[MS,6P9.3A ML*3C&>]54=3G2AL*"ARMR."72+O;:/+!);V]TP6*XEC81MSC(..0/;-2S:#> MQW5W%#!)>);,X>>WB=D*H<%P2 0OU Z\XKV75_%EB-4\3:A<^)+74=$U:YMG MTC34F+-:A;F.1&,?_+'RH5>/MG=@9!S0_P 2+:S\6>$OL>O>1IJ>*KR[OA#* M5C,#W49#2 =5,>_KV+>IK#ZQ4>T/ZM?M\C7V,.LOZO;_ ()X]>>%M4L=.TJ^ MEM)!;ZHK-:,HR9-KE",>N1P.]5)-)OH;MK5[.X2Z7&Z!HF#C.,97&>X_.O:_ M"OC32[>S\,BYU>'-O8ZG8PQR7;Q_9;AY',+D@$QJ8V""0#Y=W;'$=_X]@TMK MGR=4MX-4M_#EQ:17-I?/=2*[W*,D0N#]Y@N\@J<*#@'C@^L5.;EY/ZNP]C"U M^;^K'C$FDWT-JUS)9W"6RN8VF:)@@8?PDXQGVJK7M,GB2RU#X=NE_K<"LNCF MW22SOW6:67=N$$UH^X,=_65=O][.>*\6KII5'4O=6L85(*%K.]PHHHKH,CZO M^!__ ":3\0/^XA_Z2QU\Q>&]!N/%/B'3-&M&C2ZU"YCM8FF)"!G8*"Q )QD] M@:^G?@?_ ,FD_$#_ +B'_I+'7SO\+=1MM(^)7A6^O9DMK2VU2VFFFD.%1%E4 MEC[ "O%PS<9XAQWO^AZ==)QHI[6_4Q#H]]B=DM9I8H,F26.-BB@$C)..!D'F MDDTB_AN!;R65Q'<%0PB:)@VT]#C&<'(KU_PO\1H]'F\$01:X;6TM4U-KN-)2 MJ*TC3>7O'0Y!7&<]?>KG@?Q)/KOA^,+KXAUNW\/ZE%)>W4[;X-US$4#2U-E<"Z0@- M8FWJ20 "N,C)('XBD.F7BV;79M)Q:J_EF;RVV!O[N[&,^U>P77CI=%T>]@3Q M MQXCM_# L'U*VN"[2S-J4<@B27^,I 2-P/\) /RBE3Q1:-!#J3>(+?_ (1U M?#9TZ306G;S6N?LQC*>3WS<'SO,Z/- 6UT76+B9;R^UNYL/[?M57+)#:,!(&'0^>5CD^J&NF/CO3+7Q-I,U]JV MGW%N_B2WU!)QJ4EXR1+YFZ7YAB%2&4%#@G X&RIEB:B^Q_7_ Y2H0?VCY__ M +#U+G_B7W7$7GG]PW^K_O\ 3[OOTJ*+3;N>TENH[6:2UB.))UC)1#Z%L8%> MO^#_ (I7,:_#[^T?$=Q^[\23SZIYUPQ_T4YGX/'+^M:7AWQIH]IX7 M\/O!=64-KI^GW%O?6EQJ$D1:1FE+C[,HQ-YBL@#<]@Q 6G+$5([P_K7_ "_$ M4:,)?:_K3_/\#P_^R[W[*]U]DN/LJ8W3>4VQ<],MC S5K7_#>H^&+FW@U*W: MWEGMXKJ-6[QR('4_7##(['BO3D\?1-<6%BVLG^R4\&SV+VWFGR?M)M)=J%>A M?S/+]\A?05RGQ5UH:_J.AWBZF-20Z+8Q-^^,C12I;HDJL#]UMZL??.>]:0JU M)346K(B5.$8-IW9R6E_\A.T_Z[)_Z$*^G/VZO^0MX0_ZX7/_ *%'7S'I?_(3 MM/\ KLG_ *$*^G/VZO\ D+>$/^N%S_Z%'7)B/]]H?]O?D=-'_=:W_;OYG@^C M?#W^TO#<&MW?B#2-%L[BYEM85OS<;W>-49\".)QC$B]362OAN:;6/L=M<17= MOYPB_M&%)3;XW*"^2@;:-RY^7/(XY%=?8^/$T#X6Z-86L6E7MZ-5O9IH-0L8 M;IHT:.V",!(IV@E7Z==OM6CX3\>I8:1X.MFU-+&(^*Y;_4K: ^5&L.;,JS*N M $!63 Z#;TXKIYZJN[=7^OEY&'+3=E?M^GF>9_V3=LMU)#;RW$%LVV6>&-C& MO.,DXX'UQ35TN]:U>Y6TG:VC +S")MB@]"3C S7O7A[QSHUOINB36][90P:? M+>-J$-SJ$D(D9YY&W?9U'^D!XF1.,]-IP #7.V/CZ%+WPW9-K!31HO"UW9W% MKYI\D3/!= (Z]"Q8Q=?]GT%2L14=_]O\ \#^OD><:+X0U M+7+>YN(H3%;06LUWY\RLL;K$N656P06QVINC^$]2UK5M&L$MWMFU:YCMK6>Y M1DB9G8*#NQR,L,XS7KC>*K>6VUN^C\46L6@W?A@6%KH[7!WI.MNB&+R?X2'5 MSOZ-NX)+&M6?Q=I$FLZ-J%_KUFNS7=-N4-A?O);W$<<@W2O;.&:V*)G@,!R5 M"D4VP9Z9;&.:]@\'?$*"ZDMIM/#O\ V#F_]&M7S97TG^W)_P CQX=_[!S?^C6KYLK](RW_ '2GZ?J?$8[_ M 'F84445Z9PA15K3=*O=:O$M=/L[B^NG^[#;1-([?15!->E:)^S!\2= =),G_ M #S^V_-_Z#6#KG[,?Q(T*-I'\.27D2_Q6,TA6_P!UI?\ ;WYE:BBBO7//"BBM MWPSX%\0^,YC'H>BWNJ$'#-;PLR+_ +S=%_$U,I1BKR=D-1EO?+S^+8'ZUQ_7L-> MWM%]YT_5:^_(_N/%:*ZSQ7\)_&'@A6?6_#U]90+UN/+WPC_MHN5_6N3KKC.- M17@[HYY1E%VDK!1115$A7UC\;O\ DT?P%]-/_P#29Z^3J^L?C=_R:/X"^FG_ M /I,]>3COXM#_$>CA?X=7T/DZBBBO7/."BBB@ HJ:SL;G4)A#:V\MS*>D<*% MV/X"N@A^%_C*X3?%X2UV1/[RZ;,1_P"@U$IQC\3L4HRELCF:*U-4\*ZWH:EM M2T?4-/4=[JU>,?\ CP%9=-24E="::T844450@KU?]E?_ )+SX7^MS_Z2RUY1 M7J_[*_\ R7GPO];G_P!)9:Y,9_NU3_"_R.C#?QX>J_,7]JG_ )+UXH_[=?\ MTEAKR>O6/VJ?^2]>*/\ MU_])8:\GI8/_=J?^%?D&)_CS]7^84445V'.%%%% M !1110 4444 %%%% 'U?\#_^32?B!_W$/_26.OE"OJ_X'_\ )I/Q _[B'_I+ M'7RA7DX+^+7_ ,7Z'HXK^'2] JQ9ZAMPMM.\ N(C!-L.-\9()4^V0/RJO M17J[GG!1113 **** "BBB@ HHHH LZ7_ ,A.T_Z[)_Z$*^G/VZO^0MX0_P"N M%S_Z%'7S'I?_ "$[3_KLG_H0KZ<_;J_Y"WA#_KA<_P#H4=>1B/\ ?:'_ &]^ M1Z-'_=:W_;OYGRU1117KGG!1110 4444 %6+S4;K4?(-S.\_DQ+!'O.=D:_= M4>PJO12 ****8!7TC^P[_P CYX@_[!O_ +52OFZOI']AW_D?/$'_ &#?_:J5 MYF9?[I4]#NP/^\P/L^BBBOS<^W"BBB@#XR_;D_Y'CP[_ -@YO_1K5\V5])_M MR?\ (\>'?^P!R:]X\#?L\V.D:'# MXH^)E^^A:2_S6^E1\7=UW (ZJ#QP!G!YV]:M?!+P1I7@7PH?B=XMMQ49Q*0>P(./3:6_NUR7C3QMJOCS7)M4U>X,TSG"1CB.)>R(.P'Z]3S3< MJF)FZ=)VBMWUOV7ZLQDX8:*E-7D]E^K_ $1Z%?\ Q]7P[9OI?P^T&R\*:8./ M/$2R7,N.C,3D9^NX^]>=:UXV\0>(G9M3UJ^O=W\,UPQ4?1SM7FC0X:3A4![#<<#/MUJI>6<^GW+V]S#);SH<-'(I5A^!KII8>A2=H)7^ M]_?N<%7$5ZJO-NWW+_(BZ'(X-;NB^//$?AV16TW7+^SV_P $=PVP_5'=232QJ+6<@LR WFN;^('[/-M<:'+XJ^'-^WB'05RT]B>;NT[D8QE@/3 8#^\.:Y#5-%OM&9 M!>6SP"091CRKXZ[6'!_ UJ^!?'FK?#W7(]3TF?8W E@8_NYT_NN.X]^H[5P/ M"^S7M,([>7V7_EZH]&&+9*SZKL^Q52FZ_,K5:TO2[S6]1M["PMI+R] MN'$<4$*EG=CT %5:]MU;Q19?L@_"VVUN6WANOBEXF@/]FVTZAO[-MR.977L> M1P>IPO17KLKU73M&"O*6B7]=%U.2G%.\INT5N_ZZOH+K'A_X<_LSZ5;ZC\3) MQXE\7S();7PG8.&">AF/3&>[?+UP'Q7B7Q$_;D^(_BY#8Z#

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

  •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end GRAPHIC 15 uwmc-20221231_g3.jpg begin 644 uwmc-20221231_g3.jpg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uwmc-20221231_g4.jpg begin 644 uwmc-20221231_g4.jpg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ⅅ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�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�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ⅅ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end XML 17 R1.htm IDEA: XBRL DOCUMENT v3.22.4
    Cover - USD ($)
    		 12 Months Ended
    Dec. 31, 2022
    Feb. 24, 2023
    Jun. 30, 2022
    Document Information [Line Items]      
    Document Type 10-K    
    Document Annual Report true    
    Document Period End Date Dec. 31, 2022    
    Current Fiscal Year End Date --12-31    
    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 Well-known Seasoned Issuer No    
    Entity Voluntary Filers 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    
    Entity Public Float     $ 326,829,162
    Documents Incorporated by Reference
    DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the registrant’s definitive proxy statement for use in connection with its 2023 Annual Meeting of Stockholders, which is to be filed no later than 120
    days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K.     		   
    Entity Shell Company false    
    Document Fiscal Period Focus FY    
    Amendment Flag false    
    Document Fiscal Year Focus 2022    
    Entity Central Index Key 0001783398    
    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   93,101,971  
    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  

    XML 18 R2.htm IDEA: XBRL DOCUMENT v3.22.4
    Audit Information
    		 12 Months Ended
    Dec. 31, 2022
    Audit Information [Abstract]  
    Auditor Name Deloitte & Touche LLP
    Auditor Location Detroit, Michigan
    Auditor Firm ID 34
    XML 19 R3.htm IDEA: XBRL DOCUMENT v3.22.4
    CONSOLIDATED BALANCE SHEETS - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Assets    
    Cash and cash equivalents $ 704,898 $ 731,088
    Mortgage loans at fair value 7,134,960 16,909,901
    Derivative assets 82,869 67,356
    Investment securities at fair value, pledged 113,290 152,263
    Accounts receivable, net 383,147 415,691
    Mortgage servicing rights 4,453,261 3,314,952
    Premises and equipment, net 152,477 151,687
    Operating lease right-of-use asset, net (includes $102,322 and $104,595 with related parties) 104,181 104,828
    Finance lease right-of-use asset (includes $26,867 and $28,619 with related parties) 42,218 57,024
    Loans eligible for repurchase from Ginnie Mae 345,490 563,423
    Other assets 83,834 60,145
    Total assets 13,600,625 22,528,358
    Liabilities and equity    
    Warehouse lines of credit 6,443,992 15,954,938
    Derivative liabilities 49,748 36,741
    Secured line of credit 750,000 0
    Borrowings against investment securities 101,345 118,786
    Accounts payable, accrued expenses and other 439,719 523,988
    Accrued distributions and dividends payable 159,465 9,171
    Senior notes 1,984,336 1,980,112
    Operating lease liability (includes $109,473 and $111,999 with related parties) 111,332 112,231
    Finance lease liability (includes $27,857 and $29,087 with related parties) 43,505 57,967
    Loans eligible for repurchase from Ginnie Mae 345,490 563,423
    Total liabilities 10,428,932 19,357,357
    Equity    
    Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December 31, 2022 or 2021 0 0
    Additional paid-in capital 903 437
    Retained earnings 142,500 141,805
    Non-controlling interest 3,028,131 3,028,600
    Total equity 3,171,693 3,171,001
    Total liabilities and equity 13,600,625 22,528,358
    Common Class A    
    Equity    
    Common stock, $0.0001 par value 9 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
    XML 20 R4.htm IDEA: XBRL DOCUMENT v3.22.4
    CONSOLIDATED BALANCE SHEETS (Parenthetical) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Statement of Financial Position [Abstract]    
    Related party operating lease right-of-use asset $ 102,322 $ 104,595
    Related party finance lease right-of-use asset 26,867 28,619
    Related party operating lease liabilities 109,473 111,999
    Related party finance lease liability $ 27,857 $ 29,087
    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
    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 92,575,974 91,612,305
    Common stock, shares, outstanding 92,575,974 91,612,305
    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
    XML 21 R5.htm IDEA: XBRL DOCUMENT v3.22.4
    CONSOLIDATED STATEMENTS OF OPERATIONS - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Revenue      
    Loan production income $ 981,988 $ 2,585,807 $ 4,551,415
    Loan servicing income 792,072 638,738 288,304
    Change in fair value of mortgage servicing rights (see Note 5) 284,104 (587,813) 0
    Gain (loss) on sale of mortgage servicing rights 0 1,791 (62,285)
    Interest income 314,462 331,770 161,160
    Total revenue, net 2,372,626 2,970,293 4,938,594
    Expenses      
    Salaries, commissions and benefits 552,886 697,680 552,143
    Direct loan production costs 90,369 72,952 54,459
    Marketing, travel, and entertainment 74,168 62,472 20,367
    Depreciation and amortization 45,235 35,098 16,820
    General and administrative 179,549 133,334 98,856
    Servicing costs 166,024 108,967 70,835
    Amortization, impairment and pay-offs of mortgage servicing rights (see Note 5) 0 0 573,118
    Interest expense 305,987 304,656 167,036
    Other expense/(income) 23,739 (23,107) 0
    Total expenses 1,437,957 1,392,052 1,553,634
    Earnings before income taxes 934,669 1,578,241 3,384,960
    Provision for income taxes 2,811 9,841 2,450
    Net income 931,858 1,568,400 $ 3,382,510
    Net income attributable to non-controlling interests 890,143 1,469,955  
    Net income attributable to UWM Holdings Corporation $ 41,715 $ 98,445  
    Earnings per share of class A common stock      
    Basic (in usd per share) $ 0.45 $ 0.98  
    Diluted (in usd per share) $ 0.45 $ 0.66  
    Weighted average shares outstanding:      
    Basic (in shares) 92,475,170 100,881,094  
    Diluted (in shares) 92,475,170 1,603,157,640  
    XML 22 R6.htm IDEA: XBRL DOCUMENT v3.22.4
    CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY - USD ($)
    $ in Thousands
    Total
    Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
    Cumulative Effect, Period of Adoption, Adjustment
    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
    Retained Earnings
    Cumulative Effect, Period of Adoption, Adjustment
    Non-controlling Interest
    Non-controlling Interest
    Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other
    Balance at beginning of period (in shares) at Dec. 31, 2019           0 0            
    Balance at beginning of period at Dec. 31, 2019 $ 661,323         $ 0 $ 0 $ 24,839 $ 636,484     $ 0  
    Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
    Net income 3,382,510               3,382,510        
    Member contributions 300,000               300,000        
    Member distributions (1,969,553)               (1,969,553)        
    Balance at end of period (in shares) at Dec. 31, 2020           0 0            
    Balance at end of period at Dec. 31, 2020 2,374,280         $ 0 $ 0 24,839 2,349,441     0  
    Increase (Decrease) in Stockholders' Equity [Roll Forward]                          
    Members equity, balance at beginning of period     $ 3,440               $ 3,440    
    Net income 1,568,400                        
    Balance at end of period (in shares) at Dec. 31, 2021       91,612,305 1,502,069,787 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  
    Balance at beginning of period (in shares) at Jan. 21, 2021       103,104,205 1,502,069,787 103,104,205 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 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 repurchased (in shares)           (11,498,330)              
    Class A common stock repurchased (81,627)         $ (1)     (5,065)     (76,561)  
    Balance at end of period (in shares) at Dec. 31, 2021       91,612,305 1,502,069,787 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]                          
    Net income 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   $ (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  
    XML 23 R7.htm IDEA: XBRL DOCUMENT v3.22.4
    CONSOLIDATED STATEMENTS OF CASH FLOWS - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    CASH FLOWS FROM OPERATING ACTIVITIES      
    Net income $ 931,858 $ 1,568,400 $ 3,382,510
    Adjustments to reconcile net income to net cash provided by operating activities:      
    Reserve for representations and warranties 57,415 45,301 36,510
    Capitalization of mortgage servicing rights (2,213,572) (2,397,483) (1,896,638)
    Amortization and pay-offs of mortgage servicing rights 0 0 553,534
    Impairment of mortgage servicing rights, net 0 0 19,584
    Change in fair value of mortgage servicing rights (284,104) 587,813 0
    Depreciation & amortization     17,172
    Depreciation & amortization 49,404 38,025  
    Stock-based compensation expense 7,545 6,467 0
    Retention of investment securities 0 (154,794) 0
    Decrease in fair value of investment securities 28,227 1,061 0
    Decrease in fair value of warrants liability (7,683) (36,105) 0
    (Increase) decrease in:      
    Mortgage loans at fair value 9,774,941 (9,444,476) (2,040,817)
    Derivative assets (15,512) (6,284) (36,384)
    Other assets 56,626 (166,250) (119,627)
    Increase (decrease) in:      
    Derivative liabilities 13,007 (29,496) 43,828
    Other liabilities (129,970) 30,858 96,740
    Net cash provided by (used in) operating activities 8,268,182 (9,956,963) 56,412
    CASH FLOWS FROM INVESTING ACTIVITIES      
    Purchases of premises and equipment (26,615) (65,384) (57,288)
    Net proceeds from sale of mortgage servicing rights 1,311,282 264,028 289,170
    Proceeds from principal payments on investment securities 10,987 1,107 0
    Margin calls on borrowings against investment securities (5,308) 0 0
    Net cash provided by investing activities 1,290,346 199,751 231,882
    CASH FLOWS FROM FINANCING ACTIVITIES      
    Net (repayments) borrowings under warehouse lines of credit (9,510,946) 9,013,541 1,751,810
    Repayments of finance lease liabilities (17,323) (13,704) (5,049)
    Borrowings under equipment notes payable 0 1,078 2,165
    Repayments under equipment notes payable (1,037) (25,560) (5,637)
    Borrowings under lines of credit 1,250,000 79,700 412,295
    Repayments under lines of credit (500,000) (400,000) (467,995)
    Proceeds from issuance of senior notes 0 1,200,000 800,000
    Discount and direct issuance costs on senior notes 0 (12,159) (11,030)
    Borrowings against investment securities 101,345 118,786 0
    Repayments of borrowings against investment securities (118,786) 0 0
    Proceeds from business combination transaction 0 895,134 0
    Costs incurred related to business combination transaction 0 (11,260) (4,745)
    Dividends paid to Class A common stockholders (36,936) (30,634) 0
    Member contributions from SFS Corp. 0 0 300,000
    Member distributions paid to SFS Corp. (751,035) (1,468,832) (1,969,554)
    Class A common stock repurchased 0 (81,627) 0
    Net cash (used in) provided by financing activities (9,584,718) 9,264,463 802,260
    INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (26,190) (492,749) 1,090,554
    CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD 731,088 1,223,837 133,283
    Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Ending Balance 704,898 731,088 1,223,837
    SUPPLEMENTAL INFORMATION      
    Cash paid for interest 241,732 287,295 161,803
    Cash paid for taxes $ 0 $ 1,776 $ 0
    XML 24 R8.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies
    		 12 Months Ended
    Dec. 31, 2022
    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
    Organization
    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 12 - 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. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2022, there were 92,575,974 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. 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 Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 12 - 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 19 - Earnings Per Share for further information.
    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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.
    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 operates as one 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 are 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 fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue 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 primarily 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. Loan servicing expenses are charged to expense as incurred.

    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. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations.
    Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations.
    Under both the fair value and amortization accounting methods, 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 value, 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, net 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, with subsequent changes in estimates recorded as part of general and administrative expenses. 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. 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 FLSCs, to economically hedge the IRLCs. See Note 3 – Derivatives for further information.
    Loans Eligible for Repurchase from Ginnie Mae
    When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), 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 mortgage servicing rights (or “MSRs”). As of December 31, 2022, the Company changed the balance sheet presentation of Ginnie Mae loans eligible for repurchase and the corresponding liabilities to report these assets and liabilities separately from "Mortgage loans at fair value" and "Accounts payable, accrued expenses, and other," where they were previously reported. Prior periods have been updated to conform with the current period presentation.
    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 capitalize leases with initial terms in excess of 12 months. 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 follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our 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. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income.
    Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
    Our 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 our view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 17 – Income Taxes for further information.
    Tax Receivable Agreement
    In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement 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 U.S. 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 section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated, and reported as part of other expense/(income) in the consolidated statements of operations. During the year ended
    December 31, 2022, the Company recorded an additional liability of $3.2 million. As of December 31, 2022, the total liability recorded for the Tax Receivable Agreement was approximately $17.1 million.
    Related Party Transactions
    The Company enters into various transactions with related parties. See Note 16 – 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)"). During the years ended December 31, 2022 and 2021, the Company recognized $7.7 million and $23.1 million, respectively, of other income related to the change in fair value of warrants.
    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. 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 18 – Stock-based Compensation for further information.
    Servicing Advances
    Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for 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 $29.0 million, $21.8 million and $7.9 million for the years ended December 31, 2022, 2021 and 2020, 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. The balances of these accounts amounted to $1.58 billion and $1.61 billion at December 31, 2022 and December 31, 2021, 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 frame, the Company may be required to refund a portion of the sales proceeds to the investors.
    Recently Adopted Accounting Pronouncements
    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 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures.
    XML 25 R9.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Loans at Fair Value
    		 12 Months Ended
    Dec. 31, 2022
    Receivables [Abstract]  
    Mortgage Loans at Fair Value MORTGAGE LOANS AT FAIR VALUEThe 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,
    2022    		December 31,
    2021
    Mortgage loans, unpaid principal balance$7,128,131 $16,630,907 
    Premiums paid on mortgage loans70,914 238,963 
    Fair value adjustment(64,085)40,031 
    Mortgage loans at fair value$7,134,960 $16,909,901 
    XML 26 R10.htm IDEA: XBRL DOCUMENT v3.22.4
    Derivatives
    		 12 Months Ended
    Dec. 31, 2022
    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 77% and 86%, as of December 31, 2022 and December 31, 2021, respectively. The Company primarily uses FLSCs to economically hedge the IRLCs.     
    The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands):
     December 31, 2022December 31, 2021 
    Fair valueFair value
     Derivative
    assets    		Derivative
    liabilities    		Notional
    Amount    		Derivative
    assets    		Derivative
    liabilities    		Notional
    Amount    		 
    IRLCs$7,872 $32,294 $5,359,684 (a) $24,899 $11,138 $13,450,967 
    (a) 
    FLSCs74,997 17,454 10,944,875 42,457 25,603 28,887,178  
    Total$82,869 $49,748 $67,356 $36,741 
    (a)Notional amounts have been adjusted for pullthrough rates of 77% and 86%, respectively.
    XML 27 R11.htm IDEA: XBRL DOCUMENT v3.22.4
    Accounts Receivable, Net
    		 12 Months Ended
    Dec. 31, 2022
    Receivables [Abstract]  
    Accounts Receivable, Net ACCOUNTS RECEIVABLE, NET
    The following summarizes accounts receivable, net (in thousands):
     December 31,
    2022    		December 31,
    2021
    Servicing advances$162,896 $135,117 
    Servicing fees110,891 136,981 
    Receivables from sales of servicing 56,019 13,503 
    Investor receivables25,701 44,192 
    Origination receivables24,179 56,569 
    Derivative settlements receivable8,204 21,987 
    Warehouse bank receivable199 8,510 
    Other receivables179 127 
    Provision for current expected credit losses(5,121)(1,295)
    Total accounts receivable, net$383,147 $415,691 
    The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor.
    XML 28 R12.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Servicing Rights
    		 12 Months Ended
    Dec. 31, 2022
    Transfers and Servicing [Abstract]  
    Mortgage Servicing Rights MORTGAGE SERVICING RIGHTSMortgage servicing rights are recognized on the consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company elected the fair value option for all current classes of its MSRs effective January 1, 2021. The Company determined its classes of MSRs based on how the Company manages risk. The Company's MSRs are measured at fair value, which 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 external sources.
    The unpaid principal balance of mortgage loans serviced for others approximated $312.5 billion and $319.8 billion at December 31, 2022 and December 31, 2021, 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, 2022 and 2021 (in thousands):
    For the year ended December 31,
    20222021
    Fair value, beginning of period$3,314,952 1,760,304 
    Capitalization of MSRs2,213,572 2,397,483 
    MSR sales(1,387,180)(269,925)
    Changes in fair value:
    Due to changes in valuation inputs or assumptions
    		868,803 286,348 
    Due to collection/realization of cash flows/other(556,886)(859,258)
    Fair value, end of period$4,453,261 $3,314,952 

    The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations (in thousands):
    For the year ended December 31,
    20222021
    Changes in fair value:
    Due to changes in valuation inputs and assumptions$868,803 $286,348 
    Due to collection/realization of cash flows and other(556,886)(859,258)
    Net reserves and transaction costs on sales of servicing rights(27,813)(14,903)
    Changes in fair value of mortgage servicing rights$284,104 $(587,813)

    During the years ended December 31, 2022 and 2021, the Company sold MSRs on loans with an aggregate UPB of approximately $112.9 billion and $22.7 billion, respectively, for proceeds of approximately $1.4 billion and $269.9 million, respectively. In connection with the sales of these MSRs, the Company recorded a net $27.8 million and $14.9 million, respectively, for its estimated obligation for protection provisions granted to the buyer and transaction costs, which is reflected as part of the change in fair value of MSRs in the consolidated statements of operations.

    Prior to the election of the fair value option on January 1, 2021, the Company accounted for MSRs based on the lower cost or market using the amortization method. The following table summarizes changes to the MSR assets for the year ended December 31, 2020 under the amortization method (in thousands):
    For the year ended December 31,
    2020
    Balance, beginning of period$731,353 
    Additions1,896,638 
    Amortization(252,421)
    Loans paid in full(301,113)
    Sales(298,009)
    Recovery/(Impairment)(19,584)
    Balance, end of period$1,756,864 
    The following table summarizes the loan servicing income recognized during the years ended December 31, 2022, 2021 and 2020, respectively (in thousands):
    For the year ended December 31,
    202220212020
    Contractual servicing fees$781,109 $632,276 $284,257 
    Late, ancillary and other fees10,963 6,462 4,047 
    Loan servicing income$792,072 $638,738 $288,304 
    The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2022 and December 31, 2021, respectively:
     December 31,
    2022    		December 31,
    2021
    RangeWeighted AverageRangeWeighted Average
    Discount rates9.5 %—15.0 %10.1 %9.0 %—14.5 %9.6 %
    Annual prepayment speeds6.7 %—14.0 %7.9 %8.3 %—45.4 %10.5 %
    Cost of servicing$75 —$108 $80 $74 —$162 $81 
    The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2022 and December 31, 2021, respectively, (in thousands):
     December 31,
    2022    		December 31,
    2021
    Discount rate:
    + 10% adverse change – effect on value$(183,972)$(107,992)
    + 20% adverse change – effect on value(353,120)(208,567)
    Prepayment speeds:
    + 10% adverse change – effect on value$(143,483)$(138,807)
    + 20% adverse change – effect on value(277,992)(267,964)
    Cost of servicing:
    + 10% adverse change – effect on value$(39,362)$(37,370)
    + 20% adverse change – effect on value(78,724)(74,741)
    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 this table, 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), 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.
    XML 29 R13.htm IDEA: XBRL DOCUMENT v3.22.4
    Premises and Equipment, Net
    		 12 Months Ended
    Dec. 31, 2022
    Property, Plant and Equipment [Abstract]  
    Premises and Equipment, Net PREMISES AND EQUIPMENT, NETPremises 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,
    2022    		December 31,
    2021
    Leasehold improvements$160,947 $140,287 
    Furniture and equipment38,583 33,074 
    Software, including internally-developed25,491 20,176 
    Construction in process1,323 4,503 
    Accumulated depreciation and amortization(73,868)(46,353)
    Premises and equipment, net$152,477 $151,687 
    XML 30 R14.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases
    		 12 Months Ended
    Dec. 31, 2022
    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 16 - Related Party Transactions for further information.
    The Company’s operating lease agreements have remaining terms ranging from five to fifteen years. Certain lease agreements have renewal options. Total lease expense under all operating leases amounted to $12.3 million, $11.9 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease expense for related party leases was $12.0 million, $11.6 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Variable lease expense amounted to $4.5 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.
    The Company’s financing lease agreements have remaining terms ranging from three months to thirteen years. 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. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases.
    Supplemental cash flow information related to leases is as follows (in thousands):
     December 31,
    2022    		December 31,
    2021
    Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows$12,537 $15,926 
    Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows19,218 15,876 
    Operating lease right-of-use assets obtained in exchange for operating leases liabilities
    		3,984 20,134 
    Financing lease right-of-use assets obtained in exchange for finance lease liabilities2,861 48,539 
    Additional supplemental information related to leases is as follows:
     December 31,
    2022    		December 31,
    2021
    Weighted average remaining lease term – operating leases13.6 years14.7 years
    Weighted average remaining lease term – finance leases8.8 years7.9 years
    Weighted average discount rate – operating leases7.4 %7.4 %
    Weighted average discount rate – finance leases3.6 %3.8 %
    The maturities of the Company's operating lease liabilities are summarized below (in thousands):
    December 31, 2022Amounts
    2023$12,873 
    202412,873 
    202512,990 
    202612,996 
    202712,959 
    Thereafter110,717 
    Total lease payments175,408 
    Less imputed interest(64,076)
    Total$111,332 


    The maturities of the Company's financing lease liabilities are summarized below (in thousands):
    December 31, 2022Amounts
    2023$14,146 
    20246,581 
    20253,057 
    20262,665 
    20272,668 
    Thereafter21,940 
    Total lease payments51,057 
    Less imputed interest(7,552)
    Total$43,505 
    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 16 - Related Party Transactions for further information.
    The Company’s operating lease agreements have remaining terms ranging from five to fifteen years. Certain lease agreements have renewal options. Total lease expense under all operating leases amounted to $12.3 million, $11.9 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease expense for related party leases was $12.0 million, $11.6 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Variable lease expense amounted to $4.5 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.
    The Company’s financing lease agreements have remaining terms ranging from three months to thirteen years. 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. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases.
    Supplemental cash flow information related to leases is as follows (in thousands):
     December 31,
    2022    		December 31,
    2021
    Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows$12,537 $15,926 
    Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows19,218 15,876 
    Operating lease right-of-use assets obtained in exchange for operating leases liabilities
    		3,984 20,134 
    Financing lease right-of-use assets obtained in exchange for finance lease liabilities2,861 48,539 
    Additional supplemental information related to leases is as follows:
     December 31,
    2022    		December 31,
    2021
    Weighted average remaining lease term – operating leases13.6 years14.7 years
    Weighted average remaining lease term – finance leases8.8 years7.9 years
    Weighted average discount rate – operating leases7.4 %7.4 %
    Weighted average discount rate – finance leases3.6 %3.8 %
    The maturities of the Company's operating lease liabilities are summarized below (in thousands):
    December 31, 2022Amounts
    2023$12,873 
    202412,873 
    202512,990 
    202612,996 
    202712,959 
    Thereafter110,717 
    Total lease payments175,408 
    Less imputed interest(64,076)
    Total$111,332 


    The maturities of the Company's financing lease liabilities are summarized below (in thousands):
    December 31, 2022Amounts
    2023$14,146 
    20246,581 
    20253,057 
    20262,665 
    20272,668 
    Thereafter21,940 
    Total lease payments51,057 
    Less imputed interest(7,552)
    Total$43,505 
    XML 31 R15.htm IDEA: XBRL DOCUMENT v3.22.4
    Warehouse And Other Secured Lines Of Credit
    		 12 Months Ended
    Dec. 31, 2022
    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, 2022 and December 31, 2021, respectively, (in thousands):
    Warehouse Lines of Credit 1
    		Date of Initial Agreement With Warehouse LenderCurrent Agreement Expiration DateDecember 31,
    2022    		December 31,
    2021
    Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2022:
    N/A2
    		9/8/2020
    N/A2
    		$— $913,247 
    $400 Million3
    		8/21/20121/18/2023188,607 372,895 
    $500 Million4
    		3/7/20193/22/2023236,462 1,230,017 
    $500 Million
    		4/23/20214/23/2023185,502 755,539 
    $150 Million2/29/20125/23/2023142,570 144,534 
    $3.0 Billion
    		5/9/20197/28/20232,239,591 4,482,245 
    $700 Million7/24/20208/30/2023642,544 673,471 
    $200 Million3/30/20189/6/2023170,478 197,976 
    $200 Million
    		10/30/20209/26/202397,216 1,163,447 
    $300 Million8/19/201611/8/2023235,804 280,637 
    $250 Million2/26/201612/21/2023193,023 192,614 
    $1.0 Billion
    		7/10/20121/8/2024521,440 963,495 
    $2.5 Billion4
    		12/31/20142/21/20241,588,787 3,349,395 
    Early Funding:
    $600 Million (ASAP + - see below)No expiration— 516,889 
    $750 Million (EF - see below)No expiration1,968 718,537 
    $6,443,992 $15,954,938 
    All interest rates are variable based upon a spread to SOFR or other alternative index.
    1 An aggregate of $401.0 million of these line amounts is committed as of December 31, 2022.
    2 The Company elected to not renew this warehouse line of credit agreement prior to December 31, 2022. As of December 31, 2021, this warehouse line of credit agreement had a funding limit of $1.5 billion.
    3 This warehouse line of credit agreement expired pursuant to its terms subsequent to December 31, 2022.
    4 Represents the current agreement expiration date pursuant to an amendment entered into subsequent to December 31, 2022.
    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, 2022, there was no amount outstanding through the ASAP+ program and $2.0 million was outstanding under the EF program.
    As of December 31, 2022, 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, 2022.
    MSR Facility
    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 will 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 income as defined in the agreement. As of December 31, 2022, the Company was in compliance with all applicable covenants. The MSR Facility has an initial maturity date of September 26, 2023. As of December 31, 2022, $750.0 million was outstanding under the MSR Facility.
    XML 32 R16.htm IDEA: XBRL DOCUMENT v3.22.4
    Other Borrowings
    		 12 Months Ended
    Dec. 31, 2022
    Debt Disclosure [Abstract]  
    Other Borrowings OTHER BORROWINGS
    Senior Notes
    The following is a summary of the senior unsecured notes issued by the Company (in thousands):
    Facility TypeMaturity DateInterest RateOutstanding Balance at Outstanding Principal at December 31, 2022Outstanding Balance at Outstanding Principal at December 31, 2021
    2025 Senior unsecured notes(1)
    		11/15/20255.50 %$800,000 $800,000 
    2029 Senior unsecured notes(2)
    		04/15/20295.50 %700,000 700,000 
    2027 Senior unsecured notes(3)
    		06/15/20275.75 %500,000 500,000 
    Total Senior Unsecured Notes$2,000,000 $2,000,000 
    Weighted average interest rate5.56 %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 $6.3 million and $8.5 million as of December 31, 2022 and December 31, 2021, 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 $5.5 million and $6.4 million as of December 31, 2022 and December 31, 2021, 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 $3.9 million and $5.0 million as of December 31, 2022 and December 31, 2021, 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 May 15, 2021.
    On or after 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, beginning on October 15, 2021.
    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, beginning on June 15, 2022.

    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 exceptions and qualifications. The Company was in compliance with the terms of the indentures as of December 31, 2022.
    Revolving Credit Facility

    On August 8, 2022, UWM entered into the 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 has an initial maturity date of August 8, 2023. 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, and 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, 2022. No amounts were outstanding under the Revolving Credit Facility as of December 31, 2022.
    XML 33 R17.htm IDEA: XBRL DOCUMENT v3.22.4
    Commitments and Contingencies
    		 12 Months Ended
    Dec. 31, 2022
    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 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. The Company repurchased $355.8 million, $133.4 million and $53.1 million in UPB of loans during the years ended December 31, 2022, 2021 and 2020, 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,
     202220212020
    Balance, beginning of period$86,762 $69,542 $46,322 
    Additions57,415 45,301 36,510 
    Losses realized, net(83,682)(28,081)(13,290)
    Balance, end of period$60,495 $86,762 $69,542 
    Commitments to Originate Loans
    As of December 31, 2022, the Company had agreed to extend credit to potential borrowers for approximately $14.1 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.
    XML 34 R18.htm IDEA: XBRL DOCUMENT v3.22.4
    Variable Interest Entities
    		 12 Months Ended
    Dec. 31, 2022
    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 year ended December 31, 2022.
    In 2021, UWM began selling some of the mortgage loans that it originates through private label securitization transactions. There were no loan sales through UWM's private label securitization transactions during 2022. 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, 2022 and December 31, 2021. 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 Company 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, 2022, $111.7 million of the $113.3 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 $101.3 million with remaining maturities ranging from approximately four to eight months as of December 31, 2022, and interest rates based on LIBOR or SOFR plus a spread. The Company's maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts.
    XML 35 R19.htm IDEA: XBRL DOCUMENT v3.22.4
    Non-controlling Interests
    		 12 Months Ended
    Dec. 31, 2022
    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, 2022December 31, 2021
    Common UnitsOwnership PercentageCommon UnitsOwnership Percentage
    UWM Holdings Corporation ownership of Class A Common Units 92,575,974 5.81 %91,612,305 5.75 %
    SFS Corp. ownership of Class B Common Units1,502,069,787 94.19 %1,502,069,787 94.25 %
    Balance at end of period1,594,645,761 100.00 %1,593,682,092 100.0 %
    The non-controlling interest holders have 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 non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded 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, 2022, SFS Corp. has not exchanged any Stapled Interests.
    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 re-measurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the consolidated statement of changes in equity.
    XML 36 R20.htm IDEA: XBRL DOCUMENT v3.22.4
    Regulatory Net Worth Requirements
    		 12 Months Ended
    Dec. 31, 2022
    Mortgage Banking [Abstract]  
    Regulatory Net Worth Requirements REGULATORY NET WORTH REQUIREMENTSCertain secondary market agencies and state regulators require UWM to maintain minimum net worth and capital 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 minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of December 31, 2022, the most restrictive of these requirements require UWM to maintain a minimum net worth of $783.6 million, liquidity of $101.8 million and a minimum capital ratio of 6%. At December 31, 2022, UWM was in compliance with these requirements.
    XML 37 R21.htm IDEA: XBRL DOCUMENT v3.22.4
    Employee Benefit Plan
    		 12 Months Ended
    Dec. 31, 2022
    Retirement Benefits [Abstract]  
    Employee Benefit Plan EMPLOYEE BENEFIT PLANThe Company maintains a defined contribution 401(k) plan covering substantially all team members. Team members can make elective contributions to the plan as allowed by the Internal Revenue Service and plan limitations. The Company makes discretionary matching contributions of 50% 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 approximately $5.5 million, $6.8 million and $4.8 million for the years ended December 31, 2022, 2021 and 2020, respectively, and are included in salaries, commissions and benefits in the consolidated statements of operations.
    XML 38 R22.htm IDEA: XBRL DOCUMENT v3.22.4
    Fair Value Measurements
    		 12 Months Ended
    Dec. 31, 2022
    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 measurement 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, 2022 or December 31, 2021.

    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 interest rate lock
    commitments 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, 2022
    DescriptionLevel 1Level 2Level 3Total
    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 Warrants1,328 445 — 1,773 
    Total liabilities$1,328 $17,899 $32,294 $51,521 
     December 31, 2021
    DescriptionLevel 1Level 2Level 3Total
    Assets:
    Mortgage loans at fair value$— $16,909,901 $— $16,909,901 
    IRLCs— — 24,899 24,899 
    FLSCs— 42,457 — 42,457 
    Investment securities at fair value, pledged— 152,263 — 152,263 
    Mortgage servicing rights— — 3,314,952 3,314,952 
    Total assets$— $17,104,621 $3,339,851 $20,444,472 
    Liabilities:
    IRLCs$— $— $11,138 $11,138 
    FLSCs— 25,603 — 25,603 
    Public and Private warrants6,286 3,170 — 9,456 
    Total liabilities$6,286 $28,773 $11,138 $46,197 
    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 - IRLCsDecember 31, 2022December 31, 2021
    Pullthrough rate (weighted avg)77 %86 %

    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, 2022.
    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, 2022December 31, 2021
    Carrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
    2025 Senior Notes, due 11/15/25$793,703 $724,928 $791,513 $820,232 
    2029 Senior Notes, due 4/15/29694,496 565,607 693,623 686,623 
    2027 Senior Notes, due 6/15/27496,137 430,920 494,976 500,860 
    $1,984,336 $1,721,455 $1,980,112 $2,007,715 
    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 value as of December 31, 2022 and December 31, 2021, respectively.
    XML 39 R23.htm IDEA: XBRL DOCUMENT v3.22.4
    Related Party Transactions
    		 12 Months Ended
    Dec. 31, 2022
    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 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;
    •Home appraisal contracting and review services are provided by home appraisal management companies, one of which was partially owned by the Company’s CEO (prior to March 31, 2021). An executive of the Company and a member of the Company's board of directors was also on the board of directors of this home appraisal management company prior to March 31, 2021, the second of which is owned by the CEO's brother who is also a member of the Company's board of directors. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve month periods unless sooner terminated by the Company upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as the Company's other agreements for such services;
    •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, 2022, 2021 and 2020, the Company made payments of approximately $26.4 million, $21.1 million and $15.0 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, 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, (ii) 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 and (iii) with respect to the year ended December 31, 2020, approximately $13.4 million in rent and other occupancy related fees, $0.6 million in legal fees, $0.4 million in direct origination costs and $0.6 million in other general and administrative expenses.
    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 for further details.
    XML 40 R24.htm IDEA: XBRL DOCUMENT v3.22.4
    Income Taxes
    		 12 Months Ended
    Dec. 31, 2022
    Income Tax Disclosure [Abstract]  
    Income Taxes INCOME TAXESA reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows:
    For the year ended December 31,
    202220212020
    Income tax expense at the federal statutory rate$196,400 $331,431 $710,842 
    Income attributable to non-controlling interest(186,931)(308,995)— 
    Income attributable to pass-through members— — (710,842)
    Other(6,658)(12,595)2,450 
    Total income tax expense $2,811 $9,841 $2,450 

    Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2022, 2021 and 2020.

    For the year ended December 31,
    202220212020
    Current income tax expense:
    Federal$(118)$73 $— 
    State(569)1,424 2,450 
    Total current income tax expense(687)1,497 2,450 
    Deferred income tax expense:
    Federal3,916 7,494 — 
    State(418)850 — 
    Total deferred income tax expense3,498 8,344 — 
    Total provision for income taxes$2,811 $9,841 $2,450 

    The Company’s income tax expense varies from the expense that would be expected based on statutory rates due primarily to its past and current organizational structure. Prior to the business combination transaction, UWM, as a limited liability company ("LLC"), was not directly subject to taxes on its net taxable income. Rather, UWM's net taxable income was passed through to its members and included in its members' tax returns. A provision for state income taxes was required for certain state and local tax jurisdictions where UWM is a taxable entity.
    Following the closing of the Business Combination Agreement, UWM is treated as single member LLC owned by Holdings LLC. As a single member LLC, all taxable income or loss generated by UWM will pass through and be included in the income or loss of Holdings LLC. Holdings LLC is treated as a partnership for federal and most state and local income tax jurisdictions. As a partnership, Holdings LLC is not subject to U.S. federal or most state and local incomes taxes. Any taxable income or loss generated by Holdings LLC after the Company’s acquisition of its portion of Holdings LLC is passed through and included in the taxable income or loss of its members, including the Company. The Company is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its attributable share of any taxable income of Holdings LLC. Pursuant to the Holdings LLC Second Amended & Restated Limited Liability Company Agreement, Holdings LLC will generally be required to make pro-rata distributions in cash to the Company and to SFS Corp. in amounts sufficient to cover the expected taxes resulting from their allocable share of the taxable income of Holdings LLC.
    Deferred Tax Assets and Liabilities
    Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards:
    December 31,
    20222021
    Deferred tax assets:
    Net operating losses$17,775 $10,831 
    Other483 104 
    Total deferred tax assets18,258 10,935 
    Deferred tax liabilities:
    Investment in partnership(54,589)(40,817)
    Other— (2,502)
    Total deferred tax liabilities(54,589)(43,319)
    Net deferred tax liabilities$(36,331)$(32,384)
    As of December 31, 2022, the Company has a deferred tax asset of $18.3 million and a deferred tax liability of $54.6 million, the net of which is included in accounts payable, accrued expenses and other. This deferred tax liability relates primarily to the difference in tax and book basis of the Company's investment in Holdings LLC. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.
    Of the total deferred tax assets, $17.8 million relates to the net operating loss carryforwards at December 31, 2022, $1.4 million of which will expire between 2032 and 2042 and $16.4 million has no expiration.
    The Company reserves for uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. As the Company has no unrecognized tax benefits, no interest or penalties were recognized in income tax expense. The Company may be subject to potential examination by U.S. federal or state jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal or state tax laws.
    The Company is subject to taxation in the U.S. and various state and local tax jurisdictions. As of December 31, 2022, tax years 2019 and forward are subject to examination by the tax authorities.
    Tax Receivable Agreement
    Holdings LLC intends to make an election under Section 754 of the Internal Revenue Code (the "Code") for the first taxable year in which a redemption or exchange of LLC Interests occurs. Pursuant to Holdings LLC’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Holdings LLC when LLC Interests are redeemed or exchanged by SFS Corp. The Company intends to treat any exchanges of LLC Interests by SFS Corp. as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.

    In connection with the business combination transaction, the Company entered into the Tax Receivable Agreement with SFS Corp. that will provide for the payment by the Company to SFS Corp. of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize) as a result of (1) the Company’s allocable share of existing tax basis acquired in connection with the Transactions (including the Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) increases in tax basis resulting from (a) the Company’s purchase of LLC Interests directly from Holdings LLC, (b) future exchanges (or deemed exchanges in certain circumstances) of LLC Interests for Class A common stock or cash, and (c) certain distributions (or deemed distributions) by Holdings LLC; and (3) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. The Company may additionally benefit or retain the remaining 15% of any tax benefits that the Company actually realizes.

    The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. As of December 31, 2022 and December 31, 2021, the Company had recognized a liability of $17.1 million and $13.9 million, respectively, included in accounts payable, accrued expenses and other, related to the Tax Receivable Agreement arising from the business combination transaction and subsequent sales of certain assets. No payments were made to SFS Corp. pursuant to the Tax Receivable Agreement during the years ended December 31, 2022 or December 31, 2021.
    XML 41 R25.htm IDEA: XBRL DOCUMENT v3.22.4
    Stock-Based Compensation
    		 12 Months Ended
    Dec. 31, 2022
    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, 2022 and 2021:
    For the year endedFor the year ended
    December 31, 2022December 31, 2021
    SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
    Unvested - beginning of period2,812,320 $7.75 — $— 
    Granted2,458,883 3.61 3,193,510 7.75 
    Vested(963,772)7.72 (6,430)7.75 
    Forfeited(301,630)6.57 (374,760)7.75 
    Unvested - end of period4,005,801 $5.30 2,812,320 $7.75 
    Stock-based compensation expense recognized for the years ended December 31, 2022 and 2021 was $7.5 million and $6.5 million, respectively. As of December 31, 2022 and 2021 there was $14.7 million and $15.4 million of unrecognized compensation expense, respectively, related to unvested awards which is expected to be recognized over a weighted average period of 2.5 years and 2.1 years, respectively. On September 1, 2022, the Company granted 2.5 million RSUs to team members with a grant date fair value of $3.60 per share, which vest 25% each year over four years.
    XML 42 R26.htm IDEA: XBRL DOCUMENT v3.22.4
    Earnings Per Share
    		 12 Months Ended
    Dec. 31, 2022
    Earnings Per Share [Abstract]  
    Earnings Per Share EARNINGS PER SHARE
    As of December 31, 2022, the Company had 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 pat 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 per share of Class A common stock and Class B common stock is computed by dividing net income 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 per share of Class A common stock and Class B common stock is computed by dividing net income 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 12, 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.
    Prior to the business combination transaction with the Company, UWM's ownership structure included equity interests held solely by SFS Corp. The Company analyzed the calculation of earnings per unit for periods prior to the business combination transaction and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the years ended December 31, 2020.
    Earnings per share for the year ended December 31, 2021 is based on earnings for the period from January 21, 2021 to December 31, 2021, which represents the period in which the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of December 31, 2022 or December 31, 2021.
    The following table sets forth the calculation of basic and diluted earnings per share for the periods ended December 31, 2022 and 2021 (in thousands, except shares and per share amounts):
    For the year ended December 31,
    20222021
    Net income$931,858 $1,568,400 
    Net income attributable to non-controlling interests890,143 1,469,955 
    Net income attributable to UWMC41,715 98,445 
    Numerator:
    Net income attributable to Class A common shareholders$41,715 $98,445 
    Net income attributable to Class A common shareholders - diluted$41,715 $1,064,606 
    Denominator:
    Weighted average shares of Class A common stock outstanding - basic92,475,170 100,881,094 
    Weighted average shares of Class A common stock outstanding - diluted92,475,170 1,603,157,640 
    Earnings per share of Class A common stock outstanding - basic$0.45 $0.98 
    Earnings per share of Class A common stock outstanding - diluted$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 year ended December 31, 2022. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income 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, 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, 2022 and 2021 using the treasury stock method and the impact was either anti-dilutive or immaterial.
    XML 43 R27.htm IDEA: XBRL DOCUMENT v3.22.4
    Subsequent Events
    		 12 Months Ended
    Dec. 31, 2022
    Subsequent Events [Abstract]  
    Subsequent Events SUBSEQUENT EVENTS
    Subsequent to December 31, 2022, 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, 2023 to stockholders of record at the close of business on March 10, 2023. Additionally, the Board approved a proportional distribution to SFS Corp. of $150.2 million which is payable on April 11, 2023 .

    Subsequent to December 31, 2022, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $33.2 billion for proceeds of approximately $156.0 million, and MSRs on certain agency loans with a total UPB of approximately $23.5 billion for gross proceeds of approximately $269.8 million.
    XML 44 R28.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)
    		 12 Months Ended
    Dec. 31, 2022
    Organization, Consolidation and Presentation of Financial Statements [Abstract]  
    Organization
    Organization
    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 12 - 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. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2022, there were 92,575,974 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. 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 Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See Note 12 - 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 19 - Earnings Per Share for further information.
    Basis of Presentation
    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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.
    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”).
    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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.
    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 EstimatesThe 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
    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 operates as one 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 are 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 fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue 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 primarily 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. Loan servicing expenses are charged to expense as incurred.

    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
    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. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations.
    Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations.
    Under both the fair value and amortization accounting methods, 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 value, 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, net for further information.
    Representations and Warranties Reserve 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 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, with subsequent changes in estimates recorded as part of general and administrative expenses. 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.
    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
    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. 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 FLSCs, to economically hedge the IRLCs. See Note 3 – Derivatives for further information.
    Loans Eligible for Repurchase from Ginnie Mae
    Loans Eligible for Repurchase from Ginnie Mae
    When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), 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 mortgage servicing rights (or “MSRs”). As of December 31, 2022, the Company changed the balance sheet presentation of Ginnie Mae loans eligible for repurchase and the corresponding liabilities to report these assets and liabilities separately from "Mortgage loans at fair value" and "Accounts payable, accrued expenses, and other," where they were previously reported. Prior periods have been updated to conform with the current period presentation.
    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 capitalize leases with initial terms in excess of 12 months. 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 And Tax Receivable Agreement
    Income Taxes
    The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our 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. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income.
    Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.
    Our 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 our view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and penalties related to uncertain tax positions as a component of the income tax provision. See Note 17 – Income Taxes for further information.
    Tax Receivable Agreement
    In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement 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 U.S. 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 section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated, and reported as part of other expense/(income) in the consolidated statements of operations. During the year ended
    December 31, 2022, the Company recorded an additional liability of $3.2 million.
    Related Party Transactions
    Related Party Transactions
    The Company enters into various transactions with related parties. See Note 16 – 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 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
    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. 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 18 – Stock-based Compensation for further information.
    Servicing Advances
    Servicing Advances
    Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for 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 MarketingAdvertising and marketing is expensed as incurred
    Escrow And Fiduciary Funds Escrow and Fiduciary FundsThe Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors.
    Risks And Uncertainties
    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 Pronouncements Recently Adopted Accounting PronouncementsIn 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 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures.
    XML 45 R29.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Loans at Fair Value (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Receivables [Abstract]  
    Summary of Reconciliation of Changes in 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,
    2022    		December 31,
    2021
    Mortgage loans, unpaid principal balance$7,128,131 $16,630,907 
    Premiums paid on mortgage loans70,914 238,963 
    Fair value adjustment(64,085)40,031 
    Mortgage loans at fair value$7,134,960 $16,909,901 
    XML 46 R30.htm IDEA: XBRL DOCUMENT v3.22.4
    Derivatives (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    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, 2022December 31, 2021 
    Fair valueFair value
     Derivative
    assets    		Derivative
    liabilities    		Notional
    Amount    		Derivative
    assets    		Derivative
    liabilities    		Notional
    Amount    		 
    IRLCs$7,872 $32,294 $5,359,684 (a) $24,899 $11,138 $13,450,967 
    (a) 
    FLSCs74,997 17,454 10,944,875 42,457 25,603 28,887,178  
    Total$82,869 $49,748 $67,356 $36,741 
    (a)Notional amounts have been adjusted for pullthrough rates of 77% and 86%, respectively.
    XML 47 R31.htm IDEA: XBRL DOCUMENT v3.22.4
    Accounts Receivable, Net (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Receivables [Abstract]  
    Schedule of Accounts Receivable
    The following summarizes accounts receivable, net (in thousands):
     December 31,
    2022    		December 31,
    2021
    Servicing advances$162,896 $135,117 
    Servicing fees110,891 136,981 
    Receivables from sales of servicing 56,019 13,503 
    Investor receivables25,701 44,192 
    Origination receivables24,179 56,569 
    Derivative settlements receivable8,204 21,987 
    Warehouse bank receivable199 8,510 
    Other receivables179 127 
    Provision for current expected credit losses(5,121)(1,295)
    Total accounts receivable, net$383,147 $415,691 
    XML 48 R32.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Servicing Rights (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Transfers and Servicing [Abstract]  
    Summary of Mortgage Servicing Rights
    The following table summarizes changes in the MSR assets for the years ended December 31, 2022 and 2021 (in thousands):
    For the year ended December 31,
    20222021
    Fair value, beginning of period$3,314,952 1,760,304 
    Capitalization of MSRs2,213,572 2,397,483 
    MSR sales(1,387,180)(269,925)
    Changes in fair value:
    Due to changes in valuation inputs or assumptions
    		868,803 286,348 
    Due to collection/realization of cash flows/other(556,886)(859,258)
    Fair value, end of period$4,453,261 $3,314,952 

    The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations (in thousands):
    For the year ended December 31,
    20222021
    Changes in fair value:
    Due to changes in valuation inputs and assumptions$868,803 $286,348 
    Due to collection/realization of cash flows and other(556,886)(859,258)
    Net reserves and transaction costs on sales of servicing rights(27,813)(14,903)
    Changes in fair value of mortgage servicing rights$284,104 $(587,813)
    The following table summarizes changes to the MSR assets for the year ended December 31, 2020 under the amortization method (in thousands):
    For the year ended December 31,
    2020
    Balance, beginning of period$731,353 
    Additions1,896,638 
    Amortization(252,421)
    Loans paid in full(301,113)
    Sales(298,009)
    Recovery/(Impairment)(19,584)
    Balance, end of period$1,756,864 
    Summary of Loan Servicing Income The following table summarizes the loan servicing income recognized during the years ended December 31, 2022, 2021 and 2020, respectively (in thousands):
    For the year ended December 31,
    202220212020
    Contractual servicing fees$781,109 $632,276 $284,257 
    Late, ancillary and other fees10,963 6,462 4,047 
    Loan servicing income$792,072 $638,738 $288,304 
    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, 2022 and December 31, 2021, respectively:
     December 31,
    2022    		December 31,
    2021
    RangeWeighted AverageRangeWeighted Average
    Discount rates9.5 %—15.0 %10.1 %9.0 %—14.5 %9.6 %
    Annual prepayment speeds6.7 %—14.0 %7.9 %8.3 %—45.4 %10.5 %
    Cost of servicing$75 —$108 $80 $74 —$162 $81 
    Schedule of Analysis of Change in Fair Value
    The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2022 and December 31, 2021, respectively, (in thousands):
     December 31,
    2022    		December 31,
    2021
    Discount rate:
    + 10% adverse change – effect on value$(183,972)$(107,992)
    + 20% adverse change – effect on value(353,120)(208,567)
    Prepayment speeds:
    + 10% adverse change – effect on value$(143,483)$(138,807)
    + 20% adverse change – effect on value(277,992)(267,964)
    Cost of servicing:
    + 10% adverse change – effect on value$(39,362)$(37,370)
    + 20% adverse change – effect on value(78,724)(74,741)
    XML 49 R33.htm IDEA: XBRL DOCUMENT v3.22.4
    Premises and Equipment, Net (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    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,
    2022    		December 31,
    2021
    Leasehold improvements$160,947 $140,287 
    Furniture and equipment38,583 33,074 
    Software, including internally-developed25,491 20,176 
    Construction in process1,323 4,503 
    Accumulated depreciation and amortization(73,868)(46,353)
    Premises and equipment, net$152,477 $151,687 
    XML 50 R34.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Leases [Abstract]  
    Schedule of Supplemental Cash Flow Information Supplemental cash flow information related to leases is as follows (in thousands):
     December 31,
    2022    		December 31,
    2021
    Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows$12,537 $15,926 
    Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows19,218 15,876 
    Operating lease right-of-use assets obtained in exchange for operating leases liabilities
    		3,984 20,134 
    Financing lease right-of-use assets obtained in exchange for finance lease liabilities2,861 48,539 
    Schedule of Additional Supplemental Flow Information Related to Leases Additional supplemental information related to leases is as follows:
     December 31,
    2022    		December 31,
    2021
    Weighted average remaining lease term – operating leases13.6 years14.7 years
    Weighted average remaining lease term – finance leases8.8 years7.9 years
    Weighted average discount rate – operating leases7.4 %7.4 %
    Weighted average discount rate – finance leases3.6 %3.8 %
    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, 2022Amounts
    2023$12,873 
    202412,873 
    202512,990 
    202612,996 
    202712,959 
    Thereafter110,717 
    Total lease payments175,408 
    Less imputed interest(64,076)
    Total$111,332 
    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, 2022Amounts
    2023$14,146 
    20246,581 
    20253,057 
    20262,665 
    20272,668 
    Thereafter21,940 
    Total lease payments51,057 
    Less imputed interest(7,552)
    Total$43,505 
    XML 51 R35.htm IDEA: XBRL DOCUMENT v3.22.4
    Warehouse And Other Secured Lines Of Credit (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Debt Disclosure [Abstract]  
    Schedule of Lines of Credit
    The Company had the following warehouse lines of credit with financial institutions as of December 31, 2022 and December 31, 2021, respectively, (in thousands):
    Warehouse Lines of Credit 1
    		Date of Initial Agreement With Warehouse LenderCurrent Agreement Expiration DateDecember 31,
    2022    		December 31,
    2021
    Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2022:
    N/A2
    		9/8/2020
    N/A2
    		$— $913,247 
    $400 Million3
    		8/21/20121/18/2023188,607 372,895 
    $500 Million4
    		3/7/20193/22/2023236,462 1,230,017 
    $500 Million
    		4/23/20214/23/2023185,502 755,539 
    $150 Million2/29/20125/23/2023142,570 144,534 
    $3.0 Billion
    		5/9/20197/28/20232,239,591 4,482,245 
    $700 Million7/24/20208/30/2023642,544 673,471 
    $200 Million3/30/20189/6/2023170,478 197,976 
    $200 Million
    		10/30/20209/26/202397,216 1,163,447 
    $300 Million8/19/201611/8/2023235,804 280,637 
    $250 Million2/26/201612/21/2023193,023 192,614 
    $1.0 Billion
    		7/10/20121/8/2024521,440 963,495 
    $2.5 Billion4
    		12/31/20142/21/20241,588,787 3,349,395 
    Early Funding:
    $600 Million (ASAP + - see below)No expiration— 516,889 
    $750 Million (EF - see below)No expiration1,968 718,537 
    $6,443,992 $15,954,938 
    All interest rates are variable based upon a spread to SOFR or other alternative index.
    1 An aggregate of $401.0 million of these line amounts is committed as of December 31, 2022.
    2 The Company elected to not renew this warehouse line of credit agreement prior to December 31, 2022. As of December 31, 2021, this warehouse line of credit agreement had a funding limit of $1.5 billion.
    3 This warehouse line of credit agreement expired pursuant to its terms subsequent to December 31, 2022.
    4 Represents the current agreement expiration date pursuant to an amendment entered into subsequent to December 31, 2022.
    XML 52 R36.htm IDEA: XBRL DOCUMENT v3.22.4
    Other Borrowings (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Debt Disclosure [Abstract]  
    Summary of Senior Unsecured Notes
    The following is a summary of the senior unsecured notes issued by the Company (in thousands):
    Facility TypeMaturity DateInterest RateOutstanding Balance at Outstanding Principal at December 31, 2022Outstanding Balance at Outstanding Principal at December 31, 2021
    2025 Senior unsecured notes(1)
    		11/15/20255.50 %$800,000 $800,000 
    2029 Senior unsecured notes(2)
    		04/15/20295.50 %700,000 700,000 
    2027 Senior unsecured notes(3)
    		06/15/20275.75 %500,000 500,000 
    Total Senior Unsecured Notes$2,000,000 $2,000,000 
    Weighted average interest rate5.56 %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 $6.3 million and $8.5 million as of December 31, 2022 and December 31, 2021, 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 $5.5 million and $6.4 million as of December 31, 2022 and December 31, 2021, 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 $3.9 million and $5.0 million as of December 31, 2022 and December 31, 2021, respectively.
    XML 53 R37.htm IDEA: XBRL DOCUMENT v3.22.4
    Commitment and Contingencies (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    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,
     202220212020
    Balance, beginning of period$86,762 $69,542 $46,322 
    Additions57,415 45,301 36,510 
    Losses realized, net(83,682)(28,081)(13,290)
    Balance, end of period$60,495 $86,762 $69,542 
    XML 54 R38.htm IDEA: XBRL DOCUMENT v3.22.4
    Non-controlling Interests (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Noncontrolling Interest [Abstract]  
    Summary of Ownership of Units The following table summarizes the ownership of units in Holdings LLC as of:
    December 31, 2022December 31, 2021
    Common UnitsOwnership PercentageCommon UnitsOwnership Percentage
    UWM Holdings Corporation ownership of Class A Common Units 92,575,974 5.81 %91,612,305 5.75 %
    SFS Corp. ownership of Class B Common Units1,502,069,787 94.19 %1,502,069,787 94.25 %
    Balance at end of period1,594,645,761 100.00 %1,593,682,092 100.0 %
    XML 55 R39.htm IDEA: XBRL DOCUMENT v3.22.4
    Fair Value Measurements (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Fair Value Disclosures [Abstract]  
    Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis
    The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):
     December 31, 2022
    DescriptionLevel 1Level 2Level 3Total
    Assets:
    Mortgage loans at fair value$— $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 Warrants1,328 445 — 1,773 
    Total liabilities$1,328 $17,899 $32,294 $51,521 
     December 31, 2021
    DescriptionLevel 1Level 2Level 3Total
    Assets:
    Mortgage loans at fair value$— $16,909,901 $— $16,909,901 
    IRLCs— — 24,899 24,899 
    FLSCs— 42,457 — 42,457 
    Investment securities at fair value, pledged— 152,263 — 152,263 
    Mortgage servicing rights— — 3,314,952 3,314,952 
    Total assets$— $17,104,621 $3,339,851 $20,444,472 
    Liabilities:
    IRLCs$— $— $11,138 $11,138 
    FLSCs— 25,603 — 25,603 
    Public and Private warrants6,286 3,170 — 9,456 
    Total liabilities$6,286 $28,773 $11,138 $46,197 
    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 - IRLCsDecember 31, 2022December 31, 2021
    Pullthrough rate (weighted avg)77 %86 %
    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, 2022December 31, 2021
    Carrying AmountEstimated Fair ValueCarrying AmountEstimated Fair Value
    2025 Senior Notes, due 11/15/25$793,703 $724,928 $791,513 $820,232 
    2029 Senior Notes, due 4/15/29694,496 565,607 693,623 686,623 
    2027 Senior Notes, due 6/15/27496,137 430,920 494,976 500,860 
    $1,984,336 $1,721,455 $1,980,112 $2,007,715 
    XML 56 R40.htm IDEA: XBRL DOCUMENT v3.22.4
    Income Taxes (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Income Tax Disclosure [Abstract]  
    Schedule of Effective Income Tax Rate Reconciliation A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows:
    For the year ended December 31,
    202220212020
    Income tax expense at the federal statutory rate$196,400 $331,431 $710,842 
    Income attributable to non-controlling interest(186,931)(308,995)— 
    Income attributable to pass-through members— — (710,842)
    Other(6,658)(12,595)2,450 
    Total income tax expense $2,811 $9,841 $2,450 
    Schedule of Components of Income Tax
    Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2022, 2021 and 2020.

    For the year ended December 31,
    202220212020
    Current income tax expense:
    Federal$(118)$73 $— 
    State(569)1,424 2,450 
    Total current income tax expense(687)1,497 2,450 
    Deferred income tax expense:
    Federal3,916 7,494 — 
    State(418)850 — 
    Total deferred income tax expense3,498 8,344 — 
    Total provision for income taxes$2,811 $9,841 $2,450 
    Schedule of Deferred Tax Assets and Liabilities The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards:
    December 31,
    20222021
    Deferred tax assets:
    Net operating losses$17,775 $10,831 
    Other483 104 
    Total deferred tax assets18,258 10,935 
    Deferred tax liabilities:
    Investment in partnership(54,589)(40,817)
    Other— (2,502)
    Total deferred tax liabilities(54,589)(43,319)
    Net deferred tax liabilities$(36,331)$(32,384)
    XML 57 R41.htm IDEA: XBRL DOCUMENT v3.22.4
    Stock-Based Compensation (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Share-Based Payment Arrangement [Abstract]  
    Summary of RSU Activity
    The following is a summary of RSU activity for the years ended December 31, 2022 and 2021:
    For the year endedFor the year ended
    December 31, 2022December 31, 2021
    SharesWeighted Average Grant Date Fair ValueSharesWeighted Average Grant Date Fair Value
    Unvested - beginning of period2,812,320 $7.75 — $— 
    Granted2,458,883 3.61 3,193,510 7.75 
    Vested(963,772)7.72 (6,430)7.75 
    Forfeited(301,630)6.57 (374,760)7.75 
    Unvested - end of period4,005,801 $5.30 2,812,320 $7.75 
    XML 58 R42.htm IDEA: XBRL DOCUMENT v3.22.4
    Earnings Per Share (Tables)
    		 12 Months Ended
    Dec. 31, 2022
    Earnings Per Share [Abstract]  
    Calculation of Basic and Diluted Earnings per Share The following table sets forth the calculation of basic and diluted earnings per share for the periods ended December 31, 2022 and 2021 (in thousands, except shares and per share amounts):
    For the year ended December 31,
    20222021
    Net income$931,858 $1,568,400 
    Net income attributable to non-controlling interests890,143 1,469,955 
    Net income attributable to UWMC41,715 98,445 
    Numerator:
    Net income attributable to Class A common shareholders$41,715 $98,445 
    Net income attributable to Class A common shareholders - diluted$41,715 $1,064,606 
    Denominator:
    Weighted average shares of Class A common stock outstanding - basic92,475,170 100,881,094 
    Weighted average shares of Class A common stock outstanding - diluted92,475,170 1,603,157,640 
    Earnings per share of Class A common stock outstanding - basic$0.45 $0.98 
    Earnings per share of Class A common stock outstanding - diluted$0.45 $0.66 
    XML 59 R43.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details)
    		 12 Months Ended
    Jan. 21, 2021
    event
    vote
    $ / shares
    shares
    Dec. 31, 2022
    shares
    Dec. 31, 2021
    shares
    Jan. 20, 2021
    shares
    Common Class A        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Number of votes | vote 1      
    Common stock outstanding (in shares) 103,104,205 92,575,974 91,612,305  
    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 $ 13.00      
    Common Class A | Maximum        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Share price (in usd per share) | $ / shares $ 19.00      
    Common Class C        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Number of votes | vote 1      
    Common stock outstanding (in shares) 0 0 0  
    Common Class B        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Number of votes | vote 10      
    Common stock outstanding (in shares) 0 0 0  
    Exchange ratio (in shares)   1    
    Common Class D        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Number of votes | vote 10      
    Common stock outstanding (in shares) 1,502,069,787 1,502,069,787 1,502,069,787  
    UWM Holdings Corporation        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Ownership percent 94.00%      
    SFS Corp        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Ownership percent 6.00%      
    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      
    XML 60 R44.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details)
    $ in Millions
    Jan. 21, 2021
    USD ($)
    Gores Holdings IV, Inc.  
    Business Combination, Separately Recognized Transactions [Line Items]  
    Liability assumed on warrants $ 45.6
    Gore Holdings IV, Inc.  
    Business Combination, Separately Recognized Transactions [Line Items]  
    Proceeds from business combination 895.1
    Costs related to business combination $ 16.0
    XML 61 R45.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Jan. 01, 2021
    Dec. 31, 2020
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Mortgage servicing rights $ 4,453,261 $ 3,314,952    
    Cumulative Effect, Period of Adoption, Adjustment        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Mortgage servicing rights     $ 3,400  
    Equity       $ 3,440
    Cumulative Effect, Period of Adoption, Adjustment | Retained Earnings        
    Organization Consolidation And Presentation Of Financial Statements [Line Items]        
    Equity     $ 3,400 $ 3,440
    XML 62 R46.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) - USD ($)
    $ in Millions
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Jan. 21, 2021
    Organization, Consolidation and Presentation of Financial Statements [Abstract]      
    Tax receivable agreement liability $ 17.1 $ 13.9 $ 1.9
    Additional liability $ 3.2    
    XML 63 R47.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details)
    $ / shares in Units, $ in Thousands
    		 1 Months Ended 12 Months Ended
    Jan. 31, 2020
    $ / shares
    $ / unit
    $ / warrant
    shares
    Dec. 31, 2022
    USD ($)
    shares
    Dec. 31, 2021
    USD ($)
    shares
    Dec. 31, 2020
    USD ($)
    Jan. 21, 2021
    shares
    Class of Warrant or Right [Line Items]          
    Decrease in fair value of warrants liability | $   $ 7,683 $ 36,105 $ 0  
    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   92,575,974 91,612,305    
    Gores Holdings IV, Inc.          
    Class of Warrant or Right [Line Items]          
    Decrease in fair value of warrants liability | $   $ 7,700 $ 23,100    
    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 2.00        
    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. | 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 10.00        
    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        
    XML 64 R48.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details)
    Dec. 31, 2022
    shares
    2020 Plan  
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]  
    Number of shares authorized for issuance 80,000,000
    XML 65 R49.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details) - USD ($)
    $ in Millions
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Organization, Consolidation and Presentation of Financial Statements [Abstract]      
    Advertising and marketing expenses $ 29.0 $ 21.8 $ 7.9
    XML 66 R50.htm IDEA: XBRL DOCUMENT v3.22.4
    Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details) - USD ($)
    $ in Millions
    Dec. 31, 2022
    Dec. 31, 2021
    Organization, Consolidation and Presentation of Financial Statements [Abstract]    
    Escrow balance $ 1,580 $ 1,610
    XML 67 R51.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Loans at Fair Value (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Receivables [Abstract]    
    Mortgage loans, unpaid principal balance $ 7,128,131 $ 16,630,907
    Premiums paid on mortgage loans 70,914 238,963
    Fair value adjustment (64,085) 40,031
    Mortgage loans at fair value $ 7,134,960 $ 16,909,901
    XML 68 R52.htm IDEA: XBRL DOCUMENT v3.22.4
    Derivatives - Additional Information (Details)
    		 3 Months Ended 12 Months Ended
    Mar. 31, 2022
    Dec. 31, 2022
    Dec. 31, 2021
    Derivative Instruments and Hedging Activities Disclosure [Abstract]      
    Derivative blended weighted average pullthrough rate (in percent) 86.00% 77.00% 86.00%
    XML 69 R53.htm IDEA: XBRL DOCUMENT v3.22.4
    Derivatives - Schedule of Derivative Instruments (Details) - USD ($)
    $ in Thousands
    		 3 Months Ended 12 Months Ended
    Mar. 31, 2022
    Dec. 31, 2022
    Dec. 31, 2021
    Derivative [Line Items]      
    Derivative assets   $ 82,869 $ 67,356
    Derivative liabilities   $ 49,748 $ 36,741
    Derivative blended weighted average pullthrough rate (in percent) 86.00% 77.00% 86.00%
    Not Designated as Hedging Instrument      
    Derivative [Line Items]      
    Derivative assets   $ 82,869 $ 67,356
    Derivative liabilities   49,748 36,741
    Not Designated as Hedging Instrument | IRLCs      
    Derivative [Line Items]      
    Derivative assets   7,872 24,899
    Derivative liabilities   32,294 11,138
    Notional Amount   5,359,684 13,450,967
    Not Designated as Hedging Instrument | FLSCs      
    Derivative [Line Items]      
    Derivative assets   74,997 42,457
    Derivative liabilities   17,454 25,603
    Notional Amount   $ 10,944,875 $ 28,887,178
    XML 70 R54.htm IDEA: XBRL DOCUMENT v3.22.4
    Accounts Receivable, Net (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Receivables [Abstract]    
    Servicing advances $ 162,896 $ 135,117
    Servicing fees 110,891 136,981
    Receivables from sales of servicing 56,019 13,503
    Investor receivables 25,701 44,192
    Origination receivables 24,179 56,569
    Derivative settlements receivable 8,204 21,987
    Warehouse bank receivable 199 8,510
    Other receivables 179 127
    Provision for current expected credit losses (5,121) (1,295)
    Total accounts receivable, net $ 383,147 $ 415,691
    XML 71 R55.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Servicing Rights - Additional Information (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Mortgage Servicing Rights [Line Items]      
    Aggregate unpaid principal balance $ 4,453,261 $ 3,314,952  
    Net proceeds from sale of mortgage servicing rights 1,311,282 264,028 $ 289,170
    MSR      
    Mortgage Servicing Rights [Line Items]      
    Aggregate unpaid principal balance 312,500,000 319,800,000  
    MSRs sold 112,900,000 22,700,000  
    Net proceeds from sale of mortgage servicing rights 1,400,000 269,900  
    Net reserves and transaction costs on sales of servicing rights $ 27,813 $ 14,903  
    XML 72 R56.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) - MSR - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Dec. 31, 2019
    Servicing Asset at Fair Value, Amount [Roll Forward]        
    Fair value, beginning of period $ 3,314,952 $ 1,760,304    
    Capitalization of MSRs 2,213,572 2,397,483    
    MSR sales (1,387,180) (269,925)    
    Due to changes in valuation inputs or assumptions 868,803 286,348    
    Due to collection/realization of cash flows/other (556,886) (859,258)    
    Fair value, end of period 4,453,261 3,314,952 $ 1,760,304  
    Changes in fair value:        
    Due to changes in valuation inputs and assumptions 868,803 286,348    
    Due to collection/realization of cash flows and other (556,886) (859,258)    
    Net reserves and transaction costs on sales of servicing rights (27,813) (14,903)    
    Changes in fair value of mortgage servicing rights $ 284,104 $ (587,813)    
    Servicing Asset at Amortized Cost, Balance [Roll Forward]        
    Balance, beginning of period     1,756,864 $ 731,353
    Additions     1,896,638  
    Amortization     (252,421)  
    Loans paid in full     (301,113)  
    Sales     (298,009)  
    Recovery/(Impairment)     (19,584)  
    Balance, end of period     $ 1,756,864  
    XML 73 R57.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Transfers and Servicing [Abstract]      
    Contractual servicing fees $ 781,109 $ 632,276 $ 284,257
    Late, ancillary and other fees 10,963 6,462 4,047
    Loan servicing income $ 792,072 $ 638,738 $ 288,304
    XML 74 R58.htm IDEA: XBRL DOCUMENT v3.22.4
    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, 2022
    Dec. 31, 2022
    Minimum    
    Servicing Assets at Fair Value [Line Items]    
    Discount rates (as a percent) 9.00% 9.50%
    Annual prepayment speeds (as a percent) 8.30% 6.70%
    Cost of servicing $ 74 $ 75
    Maximum    
    Servicing Assets at Fair Value [Line Items]    
    Discount rates (as a percent) 14.50% 15.00%
    Annual prepayment speeds (as a percent) 45.40% 14.00%
    Cost of servicing $ 162 $ 108
    Weighted Average    
    Servicing Assets at Fair Value [Line Items]    
    Discount rates (as a percent) 9.60% 10.10%
    Annual prepayment speeds (as a percent) 10.50% 7.90%
    Cost of servicing $ 81 $ 80
    XML 75 R59.htm IDEA: XBRL DOCUMENT v3.22.4
    Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) - MSR - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    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 $ (183,972) $ (107,992)
    + 20% adverse change – effect on value, discount rate (353,120) (208,567)
    + 10% adverse change – effect on value, prepayment speeds (143,483) (138,807)
    + 20% adverse change – effect on value, prepayment speeds (277,992) (267,964)
    + 10% adverse change – effect on value, cost of servicing (39,362) (37,370)
    + 20% adverse change – effect on value, cost of servicing $ (78,724) $ (74,741)
    XML 76 R60.htm IDEA: XBRL DOCUMENT v3.22.4
    Premises and Equipment, Net (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Property, Plant and Equipment [Line Items]    
    Accumulated depreciation and amortization $ (73,868) $ (46,353)
    Premises and equipment, net 152,477 151,687
    Leasehold improvements    
    Property, Plant and Equipment [Line Items]    
    Property plant and equipment gross 160,947 140,287
    Furniture and equipment    
    Property, Plant and Equipment [Line Items]    
    Property plant and equipment gross $ 38,583 33,074
    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 $ 25,491 20,176
    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 $ 1,323 $ 4,503
    XML 77 R61.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases - Additional Information (Details) - USD ($)
    $ in Millions
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Lessee, Lease, Description [Line Items]      
    Total lease expense under all operating leases $ 12.3 $ 11.9 $ 10.9
    Related party operating lease expense 12.0 11.6 10.9
    Variable lease expense 4.5 0.7 0.6
    Interest expense under finance leases 1.9 2.2 0.8
    Amortization expense under finance leases 17.7 14.4 $ 5.2
    Related Party Finance Lease      
    Lessee, Lease, Description [Line Items]      
    Interest expense under finance leases 1.0 0.9  
    Amortization expense under finance leases $ 2.1 $ 2.0  
    Minimum      
    Lessee, Lease, Description [Line Items]      
    Remaining operating lease term 4 years 10 months 17 days    
    Remaining finance lease term 3 months    
    Maximum      
    Lessee, Lease, Description [Line Items]      
    Remaining operating lease term 15 years    
    Remaining finance lease term 13 years    
    XML 78 R62.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Lease, Cost [Abstract]    
    Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows $ 12,537 $ 15,926
    Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows 19,218 15,876
    Operating lease right-of-use assets obtained in exchange for operating leases liabilities 3,984 20,134
    Financing lease right-of-use assets obtained in exchange for finance lease liabilities $ 2,861 $ 48,539
    XML 79 R63.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details)
    Dec. 31, 2022
    Dec. 31, 2021
    Leases [Abstract]    
    Weighted average remaining lease term – operating leases 13 years 7 months 6 days 14 years 8 months 12 days
    Weighted average remaining lease term – finance leases 8 years 9 months 18 days 7 years 10 months 24 days
    Weighted average discount rate – operating leases 7.40% 7.40%
    Weighted average discount rate – finance leases 3.60% 3.80%
    XML 80 R64.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Leases [Abstract]    
    2023 $ 12,873  
    2024 12,873  
    2025 12,990  
    2026 12,996  
    2027 12,959  
    Thereafter 110,717  
    Total lease payments 175,408  
    Less imputed interest (64,076)  
    Total $ 111,332 $ 112,231
    XML 81 R65.htm IDEA: XBRL DOCUMENT v3.22.4
    Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Leases [Abstract]    
    2023 $ 14,146  
    2024 6,581  
    2025 3,057  
    2026 2,665  
    2027 2,668  
    Thereafter 21,940  
    Total lease payments 51,057  
    Less imputed interest (7,552)  
    Total $ 43,505 $ 57,967
    XML 82 R66.htm IDEA: XBRL DOCUMENT v3.22.4
    Warehouse And Other Secured Lines Of Credit - Summary of Line of Credit (Details) - USD ($)
    Dec. 31, 2022
    Dec. 31, 2021
    Line of Credit Facility [Line Items]    
    Outstanding amount $ 750,000,000 $ 0
    Warehouse Line of Credit    
    Line of Credit Facility [Line Items]    
    Outstanding amount 6,443,992,000 15,954,938,000
    Current aggregate committed amount 401,000,000  
    Warehouse Line of Credit | Line of Credit Due September 18, 2023    
    Line of Credit Facility [Line Items]    
    Outstanding amount 0 913,247,000
    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 188,607,000 372,895,000
    Warehouse Line of Credit | Line of Credit Due March 22, 2023    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 500,000,000  
    Outstanding amount 236,462,000 1,230,017,000
    Warehouse Line of Credit | Line of Credit Due April 23, 2023    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 500,000,000  
    Outstanding amount 185,502,000 755,539,000
    Warehouse Line of Credit | Line of Credit Due May 23, 2022    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 150,000,000  
    Outstanding amount 142,570,000 144,534,000
    Warehouse Line of Credit | Line of Credit Due July 28, 2023    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 3,000,000,000.0  
    Outstanding amount 2,239,591,000 4,482,245,000
    Warehouse Line of Credit | Line Of Credit Due August 30, 2023    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 700,000,000  
    Outstanding amount 642,544,000 673,471,000
    Warehouse Line of Credit | Line of Credit Due September 6, 2022    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 200,000,000  
    Outstanding amount 170,478,000 197,976,000
    Warehouse Line of Credit | Line of Credit Due May 25, 2023    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 200,000,000  
    Outstanding amount 97,216,000 1,163,447,000
    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 235,804,000 280,637,000
    Warehouse Line of Credit | Line of Credit Due December 22, 2022    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 250,000,000  
    Outstanding amount 193,023,000 192,614,000
    Warehouse Line of Credit | Line of Credit Due January 9, 2023    
    Line of Credit Facility [Line Items]    
    Outstanding amount 521,440,000 963,495,000
    Warehouse Line of Credit | Line of Credit Due February 22, 2023    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 2,500,000,000  
    Outstanding amount 1,588,787,000 3,349,395,000
    Warehouse Line of Credit | Line of Credit, ASAP program    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 600,000,000  
    Outstanding amount 0 516,889,000
    Warehouse Line of Credit | Line of Credit, EF    
    Line of Credit Facility [Line Items]    
    Maximum borrowing capacity 750,000,000  
    Outstanding amount $ 1,968,000 $ 718,537,000
    XML 83 R67.htm IDEA: XBRL DOCUMENT v3.22.4
    Warehouse And Other Secured Lines Of Credit - Additional Information (Details) - USD ($)
    Dec. 31, 2022
    Sep. 30, 2022
    Aug. 08, 2022
    Dec. 31, 2021
    Line of Credit Facility [Line Items]        
    Outstanding amount $ 750,000,000     $ 0
    Warehouse Line of Credit        
    Line of Credit Facility [Line Items]        
    Outstanding amount 6,443,992,000     15,954,938,000
    Warehouse Line of Credit | Line of Credit, ASAP program        
    Line of Credit Facility [Line Items]        
    Outstanding amount 0     $ 516,889,000
    Maximum borrowing capacity 600,000,000      
    Warehouse Line of Credit | Line of Credit, EF program        
    Line of Credit Facility [Line Items]        
    Outstanding amount 2,000,000      
    Revolving Credit Facility | MSR Facility | Line of Credit        
    Line of Credit Facility [Line Items]        
    Outstanding amount $ 750,000,000      
    Maximum borrowing capacity   $ 1,500,000,000    
    Revolving Credit Facility | Revolving Credit Agreement | Line of Credit        
    Line of Credit Facility [Line Items]        
    Maximum borrowing capacity     $ 500,000,000  
    XML 84 R68.htm IDEA: XBRL DOCUMENT v3.22.4
    Other Borrowings - Summary of Senior Unsecured Notes (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    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 $ 6,300 8,500      
    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 $ 5,500 6,400      
    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 $ 3,900 $ 5,000      
    XML 85 R69.htm IDEA: XBRL DOCUMENT v3.22.4
    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, 2022
    Aug. 08, 2022
    Dec. 31, 2021
    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                     $ 800,000,000.0
    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)     100.00%                
    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% 100.00%            
    Senior Notes | 2029 Senior Notes, due 4/15/29 | Forecast | Maximum                      
    Debt Instrument [Line Items]                      
    Debt redemption price (in percent)       40.00%              
    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)       100.00%              
    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% 100.00%                  
    Senior Notes | 2027 Senior Notes, due 6/15/27 | Forecast | Maximum                      
    Debt Instrument [Line Items]                      
    Debt redemption price (in percent) 40.00%                    
    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) 100.00%                    
    Line of Credit | Revolving Credit Agreement | Revolving Credit Facility                      
    Debt Instrument [Line Items]                      
    Maximum borrowing capacity             $ 500,000,000        
    Outstanding Balance           $ 0          
    XML 86 R70.htm IDEA: XBRL DOCUMENT v3.22.4
    Commitments and Contingencies - Additional Information (Details) - USD ($)
    $ in Millions
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Commitments and Contingencies Disclosure [Abstract]      
    Loans repurchased $ 355.8 $ 133.4 $ 53.1
    Commitments to extend credit to potential borrowers $ 14,100.0    
    XML 87 R71.htm IDEA: XBRL DOCUMENT v3.22.4
    Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Dec. 31, 2019
    Representation And Warranty Reserve [Roll Forward]        
    Balance, beginning of period $ 60,495 $ 86,762 $ 69,542 $ 46,322
    Additions 57,415 45,301 36,510  
    Losses realized, net (83,682) (28,081) (13,290)  
    Balance, end of period $ 60,495 $ 86,762 $ 69,542  
    XML 88 R72.htm IDEA: XBRL DOCUMENT v3.22.4
    Variable Interest Entities (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Variable Interest Entity [Line Items]    
    Percentage of beneficial interests in securitized assets (in percent)   5.00%
    Fair value of investment securities pledged $ 111,700  
    Investment securities at fair value, pledged 113,290 $ 152,263
    Borrowings against investment securities $ 101,345 $ 118,786
    Minimum | Secured Debt    
    Variable Interest Entity [Line Items]    
    Maturity period (in months) 4 months  
    Maximum | Secured Debt    
    Variable Interest Entity [Line Items]    
    Maturity period (in months) 8 months  
    Holdings, LLC    
    Variable Interest Entity [Line Items]    
    Ownership percentage (in percent) 100.00%  
    XML 89 R73.htm IDEA: XBRL DOCUMENT v3.22.4
    Non-controlling Interests (Details) - Holdings, LLC - shares
    Dec. 31, 2022
    Dec. 31, 2021
    Noncontrolling Interest [Line Items]    
    Common units (in shares) 1,594,645,761 1,593,682,092
    Ownership Percentage (in percent) 100.00% 100.00%
    Common Class A    
    Noncontrolling Interest [Line Items]    
    Common units (in shares) 92,575,974 91,612,305
    Ownership Percentage by Noncontrolling Owners (in percent) 5.81% 5.75%
    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) 94.19% 94.25%
    XML 90 R74.htm IDEA: XBRL DOCUMENT v3.22.4
    Regulatory Net Worth Requirements - Additional Details (Details) - Ginnie Mae, Freddie Mac and Fannie Mae
    $ in Millions
    Dec. 31, 2022
    USD ($)
    Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]  
    Minimum net worth requirement $ 783.6
    Liquidity requirement $ 101.8
    Minimum capital ratio 6.00%
    XML 91 R75.htm IDEA: XBRL DOCUMENT v3.22.4
    Employee Benefit Plan (Details) - USD ($)
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Retirement Benefits [Abstract]      
    Discretionary matching contribution (as a percent) 50.00%    
    Annual maximum contribution per team member $ 2,500    
    Matching contribution $ 5,500,000 $ 6,800,000 $ 4,800,000
    XML 92 R76.htm IDEA: XBRL DOCUMENT v3.22.4
    Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) - USD ($)
    $ in Thousands
    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 $ 7,134,960 $ 16,909,901  
    Investment securities at fair value, pledged 113,290 152,263  
    Total assets 11,784,381 20,444,472  
    Public and Private Warrants 1,773 9,456  
    Total liabilities 51,521 46,197  
    IRLCs      
    Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
    Derivative asset 7,872 24,899  
    Derivative liability 32,294 11,138  
    FLSCs      
    Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
    Derivative asset 74,997 42,457  
    Derivative liability 17,454 25,603  
    Mortgage servicing rights      
    Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
    Mortgage servicing rights 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 1,328 6,286  
    Total liabilities 1,328 6,286  
    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 7,134,960 16,909,901  
    Investment securities at fair value, pledged 113,290 152,263  
    Total assets 7,323,248 17,104,621  
    Public and Private Warrants 445 3,170  
    Total liabilities 17,899 28,773  
    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 74,997 42,457  
    Derivative liability 17,454 25,603  
    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 4,461,133 3,339,851  
    Public and Private Warrants 0 0  
    Total liabilities 32,294 11,138  
    Level 3 | IRLCs      
    Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]      
    Derivative asset 7,872 24,899  
    Derivative liability 32,294 11,138  
    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 $ 4,453,261 $ 3,314,952  
    XML 93 R77.htm IDEA: XBRL DOCUMENT v3.22.4
    Fair Value Measurements - Quantitative Information (Details)
    Dec. 31, 2022
    Dec. 31, 2021
    IRLCs | Pullthrough rate (weighted avg) | Weighted Average    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Pullthrough rate (weighted avg) 0.77 0.86
    XML 94 R78.htm IDEA: XBRL DOCUMENT v3.22.4
    Fair Value Measurements - Other Financial Instruments (Details) - Senior Notes - Level 2 - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Carrying Amount    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value $ 1,984,336 $ 1,980,112
    Estimated Fair Value    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value 1,721,455 2,007,715
    2025 Senior Notes, due 11/15/25 | Carrying Amount    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value 793,703 791,513
    2025 Senior Notes, due 11/15/25 | Estimated Fair Value    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value 724,928 820,232
    2029 Senior Notes, due 4/15/29 | Carrying Amount    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value 694,496 693,623
    2029 Senior Notes, due 4/15/29 | Estimated Fair Value    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value 565,607 686,623
    2027 Senior Notes, due 6/15/27 | Carrying Amount    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value 496,137 494,976
    2027 Senior Notes, due 6/15/27 | Estimated Fair Value    
    Fair Value Measurement Inputs and Valuation Techniques [Line Items]    
    Long-term debt, fair value $ 430,920 $ 500,860
    XML 95 R79.htm IDEA: XBRL DOCUMENT v3.22.4
    Related Party Transactions (Details) - USD ($)
    $ in Thousands
    		 3 Months Ended 12 Months Ended
    Mar. 31, 2021
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Related Party Transaction [Line Items]        
    Rent expense   $ 12,300 $ 11,900 $ 10,900
    Other general and administrative expenses   179,549 133,334 98,856
    Management        
    Related Party Transaction [Line Items]        
    Contract, initial term 12 months      
    Contract, renewal period 12 months      
    Affiliated Entity        
    Related Party Transaction [Line Items]        
    Expenses of various companies related through common ownership   26,400 21,100 15,000
    Rent expense   24,900 19,400 13,400
    Legal fees   600 600 600
    Other general and administrative expenses   $ 900 900 600
    Direct origination costs     $ 200 $ 400
    XML 96 R80.htm IDEA: XBRL DOCUMENT v3.22.4
    Income Taxes - Effective Income Tax Rate Reconciliation (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Income Tax Disclosure [Abstract]      
    Income tax expense at the federal statutory rate $ 196,400 $ 331,431 $ 710,842
    Income attributable to non-controlling interest (186,931) (308,995) 0
    Income attributable to pass-through members 0 0 (710,842)
    Other (6,658) (12,595) 2,450
    Total provision for income taxes $ 2,811 $ 9,841 $ 2,450
    XML 97 R81.htm IDEA: XBRL DOCUMENT v3.22.4
    Income Taxes - Components of Income Tax (Details) - USD ($)
    $ in Thousands
    		 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Current income tax expense:      
    Federal $ (118) $ 73 $ 0
    State (569) 1,424 2,450
    Total current income tax expense (687) 1,497 2,450
    Deferred income tax expense:      
    Federal 3,916 7,494 0
    State (418) 850 0
    Total deferred income tax expense 3,498 8,344 0
    Total provision for income taxes $ 2,811 $ 9,841 $ 2,450
    XML 98 R82.htm IDEA: XBRL DOCUMENT v3.22.4
    Income Taxes - Deferred Tax Assets and Liabilities (Details) - USD ($)
    $ in Thousands
    Dec. 31, 2022
    Dec. 31, 2021
    Deferred tax assets:    
    Net operating losses $ 17,775 $ 10,831
    Other 483 104
    Total deferred tax assets 18,258 10,935
    Deferred tax liabilities:    
    Investment in partnership (54,589) (40,817)
    Other 0 (2,502)
    Total deferred tax liabilities (54,589) (43,319)
    Net deferred tax liabilities $ (36,331) $ (32,384)
    XML 99 R83.htm IDEA: XBRL DOCUMENT v3.22.4
    Income Taxes (Details) - USD ($)
    		 3 Months Ended 12 Months Ended
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2022
    Dec. 31, 2021
    Jan. 21, 2021
    Income Tax Disclosure [Abstract]          
    Deferred tax assets $ 18,258,000 $ 10,935,000 $ 18,258,000 $ 10,935,000  
    Deferred tax liability (54,589,000) (43,319,000) (54,589,000) (43,319,000)  
    Net operating losses 17,775,000 10,831,000 17,775,000 10,831,000  
    Net operating loss carryforwards subject to expiration 1,400,000   1,400,000    
    Net operating loss carryforwards not subject to expiration 16,400,000   16,400,000    
    Unrecognized tax benefits 0   0    
    Unrecognized tax benefits, interest on income tax expense 0 0 0 0  
    Unrecognized tax benefits, penalties on income tax expense 0 0 0 0  
    Tax receivable agreement liability $ 17,100,000 $ 13,900,000 17,100,000 $ 13,900,000 $ 1,900,000
    Payments for tax receivable agreement     $ 0    
    XML 100 R84.htm IDEA: XBRL DOCUMENT v3.22.4
    Stock-Based Compensation - Summary of RSU Activity (Details) - RSU - $ / shares
    		 12 Months Ended
    Sep. 01, 2022
    Dec. 31, 2022
    Dec. 31, 2021
    Shares      
    Unvested - beginning of period (in shares)   2,812,320 0
    Granted (in shares) 2,500,000 2,458,883 3,193,510
    Vested (in shares)   (963,772) (6,430)
    Forfeited (in shares)   (301,630) (374,760)
    Unvested - end of period (in shares)   4,005,801 2,812,320
    Weighted Average Grant Date Fair Value      
    Unvested - beginning of period (in usd per share)   $ 7.75 $ 0
    Granted (in usd per share) $ 3.60 3.61 7.75
    Vested (in usd per share)   7.72 7.75
    Forfeited (in usd per share)   6.57 7.75
    Unvested - end of period (in usd per share)   $ 5.30 $ 7.75
    XML 101 R85.htm IDEA: XBRL DOCUMENT v3.22.4
    Stock-Based Compensation - Additional Information (Details) - USD ($)
    $ / shares in Units, $ in Millions
    		 12 Months Ended
    Sep. 01, 2022
    Dec. 31, 2022
    Dec. 31, 2021
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
    Stock-based compensation expense   $ 7.5 $ 6.5
    Award vesting period (in years) 4 years    
    RSU      
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
    Unrecognized compensation related to unvested awards   $ 14.7 $ 15.4
    Unvested awards, period for recognition (in years)   2 years 6 months 2 years 1 month 6 days
    Granted (in shares) 2,500,000 2,458,883 3,193,510
    Granted fair value (in usd per share) $ 3.60 $ 3.61 $ 7.75
    RSU | Tranche One      
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
    Award vesting percentage (in percent) 25.00%    
    RSU | Tranche Two      
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
    Award vesting percentage (in percent) 25.00%    
    RSU | Tranche Three      
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
    Award vesting percentage (in percent) 25.00%    
    RSU | Tranche Four      
    Share-based Compensation Arrangement by Share-based Payment Award [Line Items]      
    Award vesting percentage (in percent) 25.00%    
    XML 102 R86.htm IDEA: XBRL DOCUMENT v3.22.4
    Earnings Per Share - Additional Information (Details) - shares
    Dec. 31, 2022
    Dec. 31, 2021
    Jan. 21, 2021
    Common Class B      
    Class of Stock [Line Items]      
    Common stock outstanding (in shares) 0 0 0
    Common Class D      
    Class of Stock [Line Items]      
    Common stock outstanding (in shares) 1,502,069,787 1,502,069,787 1,502,069,787
    XML 103 R87.htm IDEA: XBRL DOCUMENT v3.22.4
    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, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Earnings Per Share [Abstract]          
    Net income $ 183,756 $ 1,384,644 $ 931,858 $ 1,568,400 $ 3,382,510
    Net income attributable to non-controlling interests     890,143 1,469,955  
    Net income attributable to UWM Holdings Corporation     41,715 98,445  
    Numerator:          
    Net income attributable to Class A common shareholders     41,715 98,445  
    Net income attributable to Class A common shareholders - diluted     $ 41,715 $ 1,064,606  
    Weighted average shares outstanding:          
    Weighted average shares of Class A common stock outstanding - basic (in shares)     92,475,170 100,881,094  
    Weighted average shares of Class A common stock outstanding - diluted (in shares)     92,475,170 1,603,157,640  
    Earnings per share of Class A common stock outstanding - basic (in usd per share)     $ 0.45 $ 0.98  
    Earnings per share of Class A common stock outstanding - diluted (in usd per share)     $ 0.45 $ 0.66  
    XML 104 R88.htm IDEA: XBRL DOCUMENT v3.22.4
    Subsequent Events (Details) - USD ($)
    $ / shares in Units, $ in Thousands
    		 2 Months Ended 12 Months Ended
    Apr. 11, 2023
    Mar. 01, 2023
    Dec. 31, 2022
    Dec. 31, 2021
    Dec. 31, 2020
    Subsequent Event [Line Items]          
    Mortgage servicing rights     $ 4,453,261 $ 3,314,952  
    Net proceeds from sale of mortgage servicing rights     $ 1,311,282 $ 264,028 $ 289,170
    Subsequent Event          
    Subsequent Event [Line Items]          
    Dividends paid $ 150,200        
    Subsequent Event | Excess Servicing Cash Flows          
    Subsequent Event [Line Items]          
    Mortgage servicing rights   $ 33,200,000      
    Net proceeds from sale of mortgage servicing rights   156,000      
    Subsequent Event | Mortgage Servicing Instrument          
    Subsequent Event [Line Items]          
    Mortgage servicing rights   23,500,000      
    Net proceeds from sale of mortgage servicing rights   $ 269,800      
    Subsequent Event | Common Class A          
    Subsequent Event [Line Items]          
    Dividends declared (in usd per share)   $ 0.10      
    XML 105 R9999.htm IDEA: XBRL DOCUMENT v3.22.4
    Label Element Value
    Partners' Capital Account, Distributions us-gaap_PartnersCapitalAccountDistributions $ 1,100,000,000
    Partners' Capital Account, Acquisitions us-gaap_PartnersCapitalAccountAcquisitions 879,122,000
    Revision of Prior Period, Reclassification, Adjustment [Member]  
    Noncontrolling Interest, Increase from Sale of Parent Equity Interest us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest 4,936,000
    Noncontrolling Interest [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]  
    Noncontrolling Interest, Increase from Sale of Parent Equity Interest us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest (7,890,000)
    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
    Retained Earnings [Member] | Revision of Prior Period, Reclassification, Adjustment [Member]  
    Noncontrolling Interest, Increase from Sale of Parent Equity Interest us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest $ 12,826,000
    XML 106 uwmc-20221231_htm.xml IDEA: XBRL DOCUMENT 0001783398 2022-01-01 2022-12-31 0001783398 us-gaap:CommonClassAMember 2022-01-01 2022-12-31 0001783398 us-gaap:WarrantMember 2022-01-01 2022-12-31 0001783398 2022-06-30 0001783398 us-gaap:CommonClassAMember 2023-02-24 0001783398 uwmc:CommonClassDMember 2023-02-24 0001783398 2022-12-31 0001783398 2021-12-31 0001783398 us-gaap:CommonClassAMember 2021-12-31 0001783398 us-gaap:CommonClassAMember 2022-12-31 0001783398 us-gaap:CommonClassBMember 2022-12-31 0001783398 us-gaap:CommonClassBMember 2021-12-31 0001783398 us-gaap:CommonClassCMember 2021-12-31 0001783398 us-gaap:CommonClassCMember 2022-12-31 0001783398 uwmc:CommonClassDMember 2022-12-31 0001783398 uwmc:CommonClassDMember 2021-12-31 0001783398 2021-01-01 2021-12-31 0001783398 2020-01-01 2020-12-31 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2019-12-31 0001783398 uwmc:CommonClassDMember us-gaap:CommonStockMember 2019-12-31 0001783398 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0001783398 us-gaap:RetainedEarningsMember 2019-12-31 0001783398 us-gaap:NoncontrollingInterestMember 2019-12-31 0001783398 2019-12-31 0001783398 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2020-12-31 0001783398 uwmc:CommonClassDMember us-gaap:CommonStockMember 2020-12-31 0001783398 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0001783398 us-gaap:RetainedEarningsMember 2020-12-31 0001783398 us-gaap:NoncontrollingInterestMember 2020-12-31 0001783398 2020-12-31 0001783398 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2020-12-31 0001783398 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2020-12-31 0001783398 us-gaap:RetainedEarningsMember 2021-01-01 2021-01-20 0001783398 2021-01-01 2021-01-20 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-21 0001783398 uwmc:CommonClassDMember us-gaap:CommonStockMember 2021-01-21 0001783398 us-gaap:AdditionalPaidInCapitalMember 2021-01-21 0001783398 us-gaap:RetainedEarningsMember 2021-01-21 0001783398 us-gaap:NoncontrollingInterestMember 2021-01-21 0001783398 2021-01-21 0001783398 us-gaap:RetainedEarningsMember 2021-01-22 2021-12-31 0001783398 2021-01-22 2021-12-31 0001783398 us-gaap:NoncontrollingInterestMember 2021-01-22 2021-12-31 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-01-22 2021-12-31 0001783398 us-gaap:AdditionalPaidInCapitalMember 2021-01-22 2021-12-31 0001783398 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember us-gaap:RetainedEarningsMember 2021-07-01 2021-09-30 0001783398 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember us-gaap:NoncontrollingInterestMember 2021-07-01 2021-09-30 0001783398 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2021-07-01 2021-09-30 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2021-12-31 0001783398 uwmc:CommonClassDMember us-gaap:CommonStockMember 2021-12-31 0001783398 us-gaap:AdditionalPaidInCapitalMember 2021-12-31 0001783398 us-gaap:RetainedEarningsMember 2021-12-31 0001783398 us-gaap:NoncontrollingInterestMember 2021-12-31 0001783398 us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001783398 us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-01-01 2022-12-31 0001783398 us-gaap:AdditionalPaidInCapitalMember 2022-01-01 2022-12-31 0001783398 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember us-gaap:RetainedEarningsMember 2022-01-01 2022-12-31 0001783398 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember us-gaap:NoncontrollingInterestMember 2022-01-01 2022-12-31 0001783398 srt:RevisionOfPriorPeriodReclassificationAdjustmentMember 2022-01-01 2022-12-31 0001783398 us-gaap:CommonClassAMember us-gaap:CommonStockMember 2022-12-31 0001783398 uwmc:CommonClassDMember us-gaap:CommonStockMember 2022-12-31 0001783398 us-gaap:AdditionalPaidInCapitalMember 2022-12-31 0001783398 us-gaap:RetainedEarningsMember 2022-12-31 0001783398 us-gaap:NoncontrollingInterestMember 2022-12-31 0001783398 uwmc:UWMLLCMember 2021-01-20 0001783398 uwmc:SFSCorpMember 2021-01-21 0001783398 uwmc:UwmHoldingsCorporationMember 2021-01-21 0001783398 us-gaap:CommonClassCMember 2021-01-21 0001783398 us-gaap:CommonClassAMember 2021-01-21 0001783398 uwmc:CommonClassDMember 2021-01-21 0001783398 us-gaap:CommonClassBMember 2021-01-21 0001783398 us-gaap:CommonClassBMember 2022-01-01 2022-12-31 0001783398 uwmc:UwmHoldingsCorporationMember uwmc:ClassBAndClassDMember uwmc:SFSCorpMember 2021-01-21 2021-01-21 0001783398 srt:MinimumMember us-gaap:CommonClassAMember 2021-01-21 0001783398 srt:MaximumMember us-gaap:CommonClassAMember 2021-01-21 0001783398 uwmc:GoreHoldingsIVIncMember 2021-01-21 2021-01-21 0001783398 uwmc:GoresHoldingsIVIncMember 2021-01-21 0001783398 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2021-01-01 0001783398 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:RetainedEarningsMember 2021-01-01 0001783398 us-gaap:IPOMember uwmc:GoresHoldingsIVIncMember 2020-01-01 2020-01-31 0001783398 us-gaap:CommonClassAMember us-gaap:IPOMember uwmc:GoresHoldingsIVIncMember 2020-01-31 0001783398 us-gaap:IPOMember uwmc:GoresHoldingsIVIncMember 2020-01-31 0001783398 uwmc:PublicWarrantsMember us-gaap:CommonClassAMember uwmc:GoresHoldingsIVIncMember 2020-01-31 0001783398 uwmc:PublicWarrantsMember uwmc:GoresHoldingsIVIncMember 2020-01-31 0001783398 uwmc:PrivateWarrantsMember uwmc:GoresHoldingsIVIncMember 2020-01-31 0001783398 uwmc:PublicWarrantsMember 2021-01-21 0001783398 uwmc:PrivateWarrantsMember 2021-01-21 0001783398 uwmc:GoresHoldingsIVIncMember 2022-01-01 2022-12-31 0001783398 uwmc:GoresHoldingsIVIncMember 2021-01-01 2021-12-31 0001783398 uwmc:A2020UWMHoldingsCorporationOmnibusIncentivePlanMember 2022-12-31 0001783398 us-gaap:InterestRateLockCommitmentsMember us-gaap:NondesignatedMember 2022-12-31 0001783398 us-gaap:InterestRateLockCommitmentsMember us-gaap:NondesignatedMember 2021-12-31 0001783398 uwmc:ForwardLoanSaleCommitmentsMember us-gaap:NondesignatedMember 2022-12-31 0001783398 uwmc:ForwardLoanSaleCommitmentsMember us-gaap:NondesignatedMember 2021-12-31 0001783398 us-gaap:NondesignatedMember 2022-12-31 0001783398 us-gaap:NondesignatedMember 2021-12-31 0001783398 2022-01-01 2022-03-31 0001783398 uwmc:MortgageServicingRightsMember 2022-12-31 0001783398 uwmc:MortgageServicingRightsMember 2021-12-31 0001783398 uwmc:MortgageServicingRightsMember 2020-12-31 0001783398 uwmc:MortgageServicingRightsMember 2022-01-01 2022-12-31 0001783398 uwmc:MortgageServicingRightsMember 2021-01-01 2021-12-31 0001783398 uwmc:MortgageServicingRightsMember 2019-12-31 0001783398 uwmc:MortgageServicingRightsMember 2020-01-01 2020-12-31 0001783398 srt:MinimumMember uwmc:MortgageServicingRightsMember 2022-01-01 2022-12-31 0001783398 srt:MaximumMember uwmc:MortgageServicingRightsMember 2022-01-01 2022-12-31 0001783398 srt:WeightedAverageMember uwmc:MortgageServicingRightsMember 2022-01-01 2022-12-31 0001783398 srt:MinimumMember uwmc:MortgageServicingRightsMember 2022-01-01 2022-03-31 0001783398 srt:MaximumMember uwmc:MortgageServicingRightsMember 2022-01-01 2022-03-31 0001783398 srt:WeightedAverageMember uwmc:MortgageServicingRightsMember 2022-01-01 2022-03-31 0001783398 srt:MinimumMember us-gaap:FurnitureAndFixturesMember 2022-01-01 2022-12-31 0001783398 srt:MinimumMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-01-01 2022-12-31 0001783398 srt:MaximumMember us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-01-01 2022-12-31 0001783398 srt:MaximumMember us-gaap:FurnitureAndFixturesMember 2022-01-01 2022-12-31 0001783398 us-gaap:LeaseholdImprovementsMember 2022-12-31 0001783398 us-gaap:LeaseholdImprovementsMember 2021-12-31 0001783398 us-gaap:FurnitureAndFixturesMember 2022-12-31 0001783398 us-gaap:FurnitureAndFixturesMember 2021-12-31 0001783398 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2022-12-31 0001783398 us-gaap:SoftwareAndSoftwareDevelopmentCostsMember 2021-12-31 0001783398 us-gaap:ConstructionInProgressMember 2022-12-31 0001783398 us-gaap:ConstructionInProgressMember 2021-12-31 0001783398 srt:MinimumMember 2022-12-31 0001783398 srt:MaximumMember 2022-12-31 0001783398 uwmc:RelatedPartyFinanceLeaseMember 2022-01-01 2022-12-31 0001783398 uwmc:RelatedPartyFinanceLeaseMember 2021-01-01 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditElectedNotToRenewMember 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditElectedNotToRenewMember 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueJanuary182023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueJanuary182023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueMarch222023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueMarch222023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueApril232023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueApril232023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueMay232023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueMay232023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueJuly282023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueJuly282023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueAugust302023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueAugust302023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueSeptember62022Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueSeptember62022Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueSeptember262023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueSeptember262023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueNovember82023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueNovember82023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueDecember212023Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueDecember212023Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueJanuary82024Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueJanuary82024Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueFebruary2120241Member 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditDueFebruary2120241Member 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditWithEarlyFundingASAPMember 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditWithEarlyFundingASAPMember 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditWithEarlyFundingEFMember 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditWithEarlyFundingEFMember 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember 2022-12-31 0001783398 uwmc:WarehouseLineOfCreditMember 2021-12-31 0001783398 uwmc:WarehouseLineOfCreditMember uwmc:LineOfCreditThroughEarlyFundingProgramMember 2022-12-31 0001783398 us-gaap:RevolvingCreditFacilityMember uwmc:MSRFacilityMember us-gaap:LineOfCreditMember 2022-09-30 0001783398 us-gaap:RevolvingCreditFacilityMember uwmc:MSRFacilityMember us-gaap:LineOfCreditMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:SeniorNotesMember 2020-11-03 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2022-11-15 2025-11-15 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:SeniorNotesMember 2022-11-15 2025-11-15 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:SeniorNotesMember 2022-11-15 2025-11-15 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:SeniorNotesMember 2021-04-07 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2024-04-15 2029-04-15 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:SeniorNotesMember 2024-04-15 2029-04-15 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:SeniorNotesMember 2024-04-15 2029-04-15 0001783398 srt:MaximumMember srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:SeniorNotesMember 2021-04-07 2024-04-14 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:SeniorNotesMember 2021-04-07 2024-04-14 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:SeniorNotesMember 2021-04-07 2024-04-14 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:SeniorNotesMember 2021-11-22 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:DebtInstrumentRedemptionPeriodOneMember us-gaap:SeniorNotesMember 2024-06-15 2027-06-15 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:DebtInstrumentRedemptionPeriodTwoMember us-gaap:SeniorNotesMember 2024-06-15 2027-06-15 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:SeniorNotesMember 2024-06-15 2027-06-15 0001783398 srt:MaximumMember srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:SeniorNotesMember 2021-11-22 2024-06-14 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:SeniorNotesMember 2021-11-22 2024-06-14 0001783398 srt:ScenarioForecastMember uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:DebtInstrumentRedemptionPeriodThreeMember us-gaap:SeniorNotesMember 2021-11-22 2024-06-14 0001783398 us-gaap:RevolvingCreditFacilityMember uwmc:RevolvingCreditAgreementMember us-gaap:LineOfCreditMember 2022-08-08 0001783398 us-gaap:RevolvingCreditFacilityMember uwmc:RevolvingCreditAgreementMember us-gaap:LineOfCreditMember 2022-12-31 0001783398 uwmc:HoldingsLLCMember 2022-01-01 2022-12-31 0001783398 srt:MinimumMember us-gaap:SecuredDebtMember 2022-01-01 2022-12-31 0001783398 srt:MaximumMember us-gaap:SecuredDebtMember 2022-01-01 2022-12-31 0001783398 uwmc:HoldingsLLCMember us-gaap:CommonClassAMember 2022-12-31 0001783398 uwmc:HoldingsLLCMember us-gaap:CommonClassAMember 2021-12-31 0001783398 uwmc:HoldingsLLCMember us-gaap:CommonClassBMember uwmc:SFSCorpMember 2022-12-31 0001783398 uwmc:HoldingsLLCMember us-gaap:CommonClassBMember uwmc:SFSCorpMember 2021-12-31 0001783398 uwmc:HoldingsLLCMember 2022-12-31 0001783398 uwmc:HoldingsLLCMember 2021-12-31 0001783398 us-gaap:RestrictedStockUnitsRSUMember 2022-01-01 2022-12-31 0001783398 uwmc:FNMAFHLMCAndGNMAMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel1Member 2022-12-31 0001783398 us-gaap:FairValueInputsLevel2Member 2022-12-31 0001783398 us-gaap:FairValueInputsLevel3Member 2022-12-31 0001783398 us-gaap:FairValueInputsLevel1Member us-gaap:InterestRateLockCommitmentsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel2Member us-gaap:InterestRateLockCommitmentsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel3Member us-gaap:InterestRateLockCommitmentsMember 2022-12-31 0001783398 us-gaap:InterestRateLockCommitmentsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel1Member uwmc:ForwardLoanSaleCommitmentsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel2Member uwmc:ForwardLoanSaleCommitmentsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel3Member uwmc:ForwardLoanSaleCommitmentsMember 2022-12-31 0001783398 uwmc:ForwardLoanSaleCommitmentsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel1Member uwmc:MortgageServicingRightsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel2Member uwmc:MortgageServicingRightsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel3Member uwmc:MortgageServicingRightsMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel1Member 2021-12-31 0001783398 us-gaap:FairValueInputsLevel2Member 2021-12-31 0001783398 us-gaap:FairValueInputsLevel3Member 2021-12-31 0001783398 us-gaap:FairValueInputsLevel1Member us-gaap:InterestRateLockCommitmentsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel2Member us-gaap:InterestRateLockCommitmentsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel3Member us-gaap:InterestRateLockCommitmentsMember 2021-12-31 0001783398 us-gaap:InterestRateLockCommitmentsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel1Member uwmc:ForwardLoanSaleCommitmentsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel2Member uwmc:ForwardLoanSaleCommitmentsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel3Member uwmc:ForwardLoanSaleCommitmentsMember 2021-12-31 0001783398 uwmc:ForwardLoanSaleCommitmentsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel1Member uwmc:MortgageServicingRightsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel2Member uwmc:MortgageServicingRightsMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel3Member uwmc:MortgageServicingRightsMember 2021-12-31 0001783398 srt:WeightedAverageMember us-gaap:InterestRateLockCommitmentsMember uwmc:MeasurementInputPullThroughRateMember 2022-12-31 0001783398 srt:WeightedAverageMember us-gaap:InterestRateLockCommitmentsMember uwmc:MeasurementInputPullThroughRateMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueNovember152025Member us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueApril152029Member us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 uwmc:SeniorUnsecuredNotesDueJune152027Member us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2022-12-31 0001783398 us-gaap:FairValueInputsLevel2Member us-gaap:CarryingReportedAmountFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 us-gaap:FairValueInputsLevel2Member us-gaap:EstimateOfFairValueFairValueDisclosureMember us-gaap:SeniorNotesMember 2021-12-31 0001783398 srt:ManagementMember 2021-01-01 2021-03-31 0001783398 srt:AffiliatedEntityMember 2022-01-01 2022-12-31 0001783398 srt:AffiliatedEntityMember 2021-01-01 2021-12-31 0001783398 srt:AffiliatedEntityMember 2020-01-01 2020-12-31 0001783398 2021-10-01 2021-12-31 0001783398 2022-10-01 2022-12-31 0001783398 us-gaap:RestrictedStockUnitsRSUMember 2021-12-31 0001783398 us-gaap:RestrictedStockUnitsRSUMember 2020-12-31 0001783398 us-gaap:RestrictedStockUnitsRSUMember 2021-01-01 2021-12-31 0001783398 us-gaap:RestrictedStockUnitsRSUMember 2022-12-31 0001783398 us-gaap:RestrictedStockUnitsRSUMember 2022-09-01 2022-09-01 0001783398 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2022-09-01 2022-09-01 0001783398 us-gaap:RestrictedStockUnitsRSUMember uwmc:ShareBasedPaymentArrangementTrancheFourMember 2022-09-01 2022-09-01 0001783398 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2022-09-01 2022-09-01 0001783398 us-gaap:RestrictedStockUnitsRSUMember us-gaap:ShareBasedCompensationAwardTrancheThreeMember 2022-09-01 2022-09-01 0001783398 2022-09-01 2022-09-01 0001783398 us-gaap:CommonClassAMember us-gaap:SubsequentEventMember 2023-01-01 2023-03-01 0001783398 us-gaap:SubsequentEventMember 2023-04-11 2023-04-11 0001783398 uwmc:ExcessServicingCashFlowsMember us-gaap:SubsequentEventMember 2023-03-01 0001783398 uwmc:ExcessServicingCashFlowsMember us-gaap:SubsequentEventMember 2023-01-01 2023-03-01 0001783398 uwmc:MortgageServicingInstrumentMember us-gaap:SubsequentEventMember 2023-03-01 0001783398 uwmc:MortgageServicingInstrumentMember us-gaap:SubsequentEventMember 2023-01-01 2023-03-01 iso4217:USD shares iso4217:USD shares pure uwmc:vote uwmc:event iso4217:USD uwmc:unit iso4217:USD uwmc:warrant FY false 2022 0001783398 0.25 P4Y10M17D P4M 10-K true 2022-12-31 --12-31 false 001-39189 UWM HOLDINGS CORPORATION DE 84-2124167 585 South Boulevard E. Pontiac, MI 48341 (800) 981-8898 Class A Common Stock, par value $0.0001 per share UWMC NYSE Warrants, each warrant exercisable for one share of Class A Common Stock UWMCWS NYSE No No Yes Yes Accelerated Filer false false true false 326829162 93101971 1502069787 <div style="text-align:center"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:120%">DOCUMENTS INCORPORATED BY REFERENCE</span></div><div style="text-align:center"><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:120%">Portions of the registrant’s definitive proxy statement for use in connection with its 2023 Annual Meeting of Stockholders, which is to be filed no later than 120</span></div>days after December 31, 2022, are incorporated by reference into Part III of this Annual Report on Form 10-K. 34 Deloitte & Touche LLP Detroit, Michigan 704898000 731088000 7134960000 16909901000 82869000 67356000 113290000 152263000 383147000 415691000 4453261000 3314952000 152477000 151687000 102322000 104595000 104181000 104828000 26867000 28619000 42218000 57024000 345490000 563423000 83834000 60145000 13600625000 22528358000 6443992000 15954938000 49748000 36741000 750000000 0 101345000 118786000 439719000 523988000 159465000 9171000 1984336000 1980112000 109473000 111999000 111332000 112231000 27857000 29087000 43505000 57967000 345490000 563423000 10428932000 19357357000 0.0001 0.0001 100000000 100000000 0 0 0 0 0 0 0.0001 0.0001 4000000000 4000000000 92575974 92575974 91612305 91612305 9000 9000 0.0001 0.0001 1700000000 1700000000 0 0 0 0 0 0 0.0001 0.0001 1700000000 1700000000 0 0 0 0 0 0 0.0001 0.0001 1700000000 1700000000 1502069787 1502069787 1502069787 1502069787 150000 150000 903000 437000 142500000 141805000 3028131000 3028600000 3171693000 3171001000 13600625000 22528358000 981988000 2585807000 4551415000 792072000 638738000 288304000 284104000 -587813000 0 0 1791000 -62285000 314462000 331770000 161160000 2372626000 2970293000 4938594000 552886000 697680000 552143000 90369000 72952000 54459000 74168000 62472000 20367000 45235000 35098000 16820000 179549000 133334000 98856000 166024000 108967000 70835000 0 0 573118000 305987000 304656000 167036000 -23739000 23107000 0 1437957000 1392052000 1553634000 934669000 1578241000 3384960000 2811000 9841000 2450000 931858000 1568400000 3382510000 890143000 1469955000 41715000 98445000 0.45 0.98 0.45 0.66 92475170 100881094 92475170 1603157640 0 0 0 0 24839000 636484000 0 661323000 3382510000 3382510000 300000000 300000000 1969553000 1969553000 0 0 0 0 24839000 2349441000 0 2374280000 3440000 3440000 183756000 183756000 1100000000 1100000000 879122000 879122000 103104205 10000 1502069787 150000 -24839000 -2164975000 2189654000 0 -75380000 -75380000 98445000 1286199000 1384644000 39805000 39805000 368832000 368832000 6430 437000 6030000 6467000 11498330 1000 5065000 76561000 81627000 12826000 -7890000 4936000 91612305 9000 1502069787 150000 437000 141805000 3028600000 3171001000 41715000 890143000 931858000 37023000 37023000 901242000 901242000 963669 466000 7079000 7545000 -3997000 3551000 -446000 92575974 9000 1502069787 150000 903000 142500000 3028131000 3171693000 931858000 1568400000 3382510000 57415000 45301000 36510000 2213572000 2397483000 1896638000 0 0 553534000 0 0 19584000 284104000 -587813000 0 49404000 38025000 17172000 7545000 6467000 0 0 154794000 0 -28227000 -1061000 0 -7683000 -36105000 0 -9774941000 9444476000 2040817000 15512000 6284000 36384000 -56626000 166250000 119627000 13007000 -29496000 43828000 -129970000 30858000 96740000 8268182000 -9956963000 56412000 26615000 65384000 57288000 1311282000 264028000 289170000 10987000 1107000 0 5308000 0 0 1290346000 199751000 231882000 -9510946000 9013541000 1751810000 17323000 13704000 5049000 0 1078000 2165000 1037000 25560000 5637000 1250000000 79700000 412295000 500000000 400000000 467995000 0 1200000000 800000000 0 12159000 11030000 101345000 118786000 0 118786000 0 0 0 895134000 0 0 11260000 4745000 36936000 30634000 0 0 0 300000000 751035000 1468832000 1969554000 0 81627000 0 -9584718000 9264463000 802260000 -26190000 -492749000 1090554000 731088000 1223837000 133283000 704898000 731088000 1223837000 241732000 287295000 161803000 0 1776000 0 ORGANIZATION, BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Organization </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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”).</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 Holding</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">s LLC owned by SFS Corp. is presented as a non-controlling interest in these consolidated financial statements (see </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 12 - Non-Controlling Interests </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information).</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2022, there were 92,575,974 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. 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 Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 12 - Non-Controlling Interests </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 19 - Earnings Per Share </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation and Consolidation</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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”).</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Use of Estimates</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Dividend Policy</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Operating Segments</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company operates as one 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.</span></div><div><span><br/></span></div><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Mortgage Loans at Fair Value and Revenue Recognition</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Mortgage loans are recorded at estimated fair value. Fair value of mortgage loans are 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 2 - Mortgage Loans at Fair Value</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Loan production income.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue 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.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Loan servicing income.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Loan servicing income represents revenue earned for servicing loans for various investors. The loan servicing income is primarily 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. Loan servicing expenses are charged to expense as incurred.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Interest income.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Mortgage Servicing Rights and Revenue Recognition</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under both the fair value and amortization accounting methods, 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 value, ancillary income, inflation, and delinquency and default rates.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 5 – Mortgage Servicing Rights, net </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Representations and Warranties Reserve</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, with subsequent changes in estimates recorded as part of general and administrative expenses. 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 10 - Commitments and Contingencies</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Derivatives</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. 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 FLSCs, to economically hedge the IRLCs. See </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 3 – Derivatives</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Loans Eligible for Repurchase from Ginnie Mae</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), the previously sold assets are required to be re-recognized on the consolidated balance sheets as ass</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ets and corresponding liabilities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">at the loan's unpaid principal balance</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, 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 mortgage servicing rights (or “MSRs”). As of December 31, 2022, the Company changed the balance sheet presentation of Ginnie Mae loans eligible for repurchase and the corresponding liabilities to report these assets and liabilities separately from "Mortgage loans at fair value" and "Accounts payable, accrued expenses, and other," where they were previously reported. Prior periods have been updated to conform with the current period presentation.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 C</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ompany determines if an arrangement is a lease at inception and has made an accounting policy election to capitalize leases with initial terms in excess of 12 months. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for operating and finance leases. Leas</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e 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 </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 7 - Leases </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information. </span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our 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. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our 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 our view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> penalties related to uncertain tax positions as a component of the income tax provision. See </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 17 – Income Taxes</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information. </span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Tax Receivable Agreement</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement 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 U.S. 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 section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated, and reported as part of other expense/(income) in the consolidated statements of operatio</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ns. During the year ended </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">December 31, 2022, the Company recorded an additional liability of $3.2 million. As of December 31, 2022, the total liability recorded for the Tax Receivable Agreement was approximately $17.1 million.</span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Related Party Transactions</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company enters into various transactions with related parties. See </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 16 – Related Party Transactions</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Public and Private Warrants</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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)"). During the years ended December 31, 2022 and 2021, the Company recognized $7.7 million a</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">nd </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$23.1 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, respectively, of other income related to the change in fair value of warrants.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. 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 </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 18 – Stock-based Compensation</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Servicing Advances</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for 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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Advertising and Marketing</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Advertising and marketing is expensed as incurred and amounted to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$29.0 million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, $21.8 million and $7.9 million for the years ended December 31, 2022, 2021 and 2020, respectively, and is included in marketing, travel, and entertainment expenses in the consolidated statements of operations.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Escrow and Fiduciary Funds</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors. The balances of these accounts amounted to $1.58 billion and $1.61 billion at December 31, 2022 and December 31, 2021, respectively, and are excluded from the consolidated balance sheets.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Contingencies</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Risks and Uncertainties</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Recently Adopted Accounting Pronouncements</span></div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which was subsequently amended by ASU No. 2021-1, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Reference Rate Reform (Topic 848): Scope</span>, 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 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures. <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Organization </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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”).</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 Holding</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">s LLC owned by SFS Corp. is presented as a non-controlling interest in these consolidated financial statements (see </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 12 - Non-Controlling Interests </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information).</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Immediately following the business combination transaction, there were 103,104,205 shares of Class A common stock outstanding, and 1,502,069,787 shares of non-economic Class D common stock outstanding (all of which were held by SFS Corp.), and no shares of Class B or Class C common stock outstanding. As of December 31, 2022, there were 92,575,974 shares of Class A common stock outstanding and 1,502,069,787 shares of Class D common stock outstanding. 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 Stock is convertible into one share of Class A Stock upon the transfer or assignment of such share from SFS Corp. to a non-affiliated third-party. See </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 12 - Non-Controlling Interests </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 19 - Earnings Per Share </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information.</span></div> 1 1 1 0.06 0.94 0.94 1 1 10 10 103104205 1502069787 0 0 92575974 1502069787 1 1 90761687 4 13.00 19.00 <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation and Consolidation</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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”).</span></div> <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Basis of Presentation and Consolidation</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 financial statement presentation included in these consolidated financial statements include the consolidated financial statements of UWM and its subsidiaries for periods prior to the completion of the business combination transaction with the UWM Entities and of the Company for periods from and after the business combination transaction.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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”).</span></div> 895100000 16000000 45600000 Use of EstimatesThe 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. <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Dividend Policy</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Operating Segments</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company operates as one 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.</span></div> <div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Cash and Cash Equivalents</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Mortgage Loans at Fair Value and Revenue Recognition</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Mortgage loans are recorded at estimated fair value. Fair value of mortgage loans are 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 2 - Mortgage Loans at Fair Value</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Loan production income.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 fees the Company charges to originate a loan, which generally represent flat, per-loan fee amounts, which are recognized as revenue 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.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Loan servicing income.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Loan servicing income represents revenue earned for servicing loans for various investors. The loan servicing income is primarily 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. Loan servicing expenses are charged to expense as incurred.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Interest income.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Mortgage Servicing Rights and Revenue Recognition</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. Subsequent to the adoption of the fair value method of accounting for MSRs, changes in fair value of MSRs are reported as a component of "Total revenue, net" within the consolidated statements of operations.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the adoption of the fair value method, MSRs were amortized in proportion to the estimated future net servicing revenue, and periodically evaluated for impairment. For this purpose, the Company stratified its MSRs based on the interest rate of the underlying loans. The Company recorded a valuation allowance when the fair value of the mortgage servicing asset strata was less than its amortized book value. Valuation allowances were recorded as a temporary impairment to the affected strata effectively reducing recorded MSRs and incurring a charge to operations. When a mortgage prepays, the Company permanently reduces the associated MSR in the period of prepayment with a charge to operations.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Under both the fair value and amortization accounting methods, 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 value, ancillary income, inflation, and delinquency and default rates.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 5 – Mortgage Servicing Rights, net </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">for further information.</span></div> 3400000 3400000 <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Representations and Warranties Reserve</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, with subsequent changes in estimates recorded as part of general and administrative expenses. 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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 10 - Commitments and Contingencies</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Contingencies</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Derivatives</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. 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 FLSCs, to economically hedge the IRLCs. See </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 3 – Derivatives</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Loans Eligible for Repurchase from Ginnie Mae</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">When the Company has the unilateral right to repurchase Ginnie Mae pool loans it has previously sold (generally loans that are more than 90 days past due), the previously sold assets are required to be re-recognized on the consolidated balance sheets as ass</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ets and corresponding liabilities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">at the loan's unpaid principal balance</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, 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 mortgage servicing rights (or “MSRs”). As of December 31, 2022, the Company changed the balance sheet presentation of Ginnie Mae loans eligible for repurchase and the corresponding liabilities to report these assets and liabilities separately from "Mortgage loans at fair value" and "Accounts payable, accrued expenses, and other," where they were previously reported. Prior periods have been updated to conform with the current period presentation.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Leases</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 C</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ompany determines if an arrangement is a lease at inception and has made an accounting policy election to capitalize leases with initial terms in excess of 12 months. At lease commencement, a lease liability and right-of-use asset are calculated and recognized for operating and finance leases. Leas</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e 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 </span></div>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. <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 7 - Leases </span>for further information. <div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Income Taxes</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company follows the asset and liability method of accounting for income taxes under applicable U.S. GAAP. Our 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. We are subject to income taxes in the U.S. and various state and local jurisdictions. The tax laws are often complex and may be subject to different interpretations. To determine the financial statement impact of accounting for income taxes, the Company must make assumptions and judgements about how to interpret and apply complex tax laws to numerous transactions and business events, as well as make judgements regarding the timing of when certain items may affect taxable income. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized as income in the period that includes the enactment date. In evaluating our ability to recover our deferred tax assets within the jurisdiction from which they arise, we consider all available positive and negative evidence including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations. If based upon all available positive and negative evidence, it is more likely than not that the deferred tax assets will not be realized, a valuation allowance is established. The valuation allowance may be reversed in a subsequent reporting period if the Company determines that it is more likely than not that all or part of the deferred tax asset will become realizable.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Our 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 our view on a tax position. These disputes over interpretations with the various tax authorities may be settled by audit, administrative appeals or adjudication in the court systems of the tax jurisdictions in which the Company operates. We regularly review whether we may be assessed additional income taxes as a result of the resolution of these matters, and the Company records additional reserves as appropriate. In addition, the Company may revise its estimate of income taxes due to changes in income tax laws, legal interpretations, and business strategies. We recognize the financial statement effects of uncertain income tax positions when it is more likely than not, based on the technical merits, that the position will be sustained upon examination. We record interest and</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> penalties related to uncertain tax positions as a component of the income tax provision. See </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 17 – Income Taxes</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information. </span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Tax Receivable Agreement</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the Business Combination Agreement, the Company entered into a Tax Receivable Agreement 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 U.S. 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 section 704(c) of the Internal Revenue Code of 1986. The Company will retain the benefit of the remaining 15% of these tax savings. The Company recognized a liability of approximately $1.9 million for estimated amounts due under the Tax Receivable Agreement in connection with the business combination transaction. Subsequently, the liability is accounted for as a loss contingency, with changes in the liability measured and recorded when estimated amounts due under the Tax Receivable Agreement are probable and can be reasonably estimated, and reported as part of other expense/(income) in the consolidated statements of operatio</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ns. During the year ended </span></div>December 31, 2022, the Company recorded an additional liability of $3.2 million. 1900000 -3200000 17100000 <div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Related Party Transactions</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company enters into various transactions with related parties. See </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 16 – Related Party Transactions</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div> <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Public and Private Warrants</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div>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)"). 42500000 1 10.00 1 11.50 5250000 2.00 11.50 10624987 5250000 -7700000 -23100000 <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Stock-Based Compensation</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. 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 </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 18 – Stock-based Compensation</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div> 80000000 <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Servicing Advances</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Servicing advances represent advances on behalf of borrowers and investors to cover delinquent balances for 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.</span></div> Advertising and MarketingAdvertising and marketing is expensed as incurred 29000000 21800000 7900000 Escrow and Fiduciary FundsThe Company maintains segregated bank accounts in trust for investors and escrow balances for mortgagors. 1580000000 1610000000 <div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Risks and Uncertainties</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div> Recently Adopted Accounting Pronouncements<span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In March 2020, the Financial Accounting Standards Board (“FASB”) issued ASU 2020-4, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial Reporting</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, which was subsequently amended by ASU No. 2021-1, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Reference Rate Reform (Topic 848): Scope</span>, 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 and the Company may elect certain practical expedients as reference rate activities occur. The Company will evaluate its debt and other applicable contracts that are modified in the future to ensure they are eligible for modification relief and apply the practical expedients as needed. The Company does not anticipate this will have a material impact on its consolidated financial statements and related disclosures. MORTGAGE LOANS AT FAIR VALUEThe 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. <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.543%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.712%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.715%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans, unpaid principal balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,128,131</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,630,907 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Premiums paid on mortgage loans</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">70,914</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(64,085)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,031 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans at fair value</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,134,960</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,909,901 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 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. <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.543%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.712%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.715%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">(In thousands)</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans, unpaid principal balance</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,128,131</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,630,907 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Premiums paid on mortgage loans</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">70,914</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">238,963 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value adjustment</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(64,085)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">40,031 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans at fair value</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,134,960</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,909,901 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 7128131000 16630907000 70914000 238963000 -64085000 40031000 7134960000 16909901000 DERIVATIVES<div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 77% and 86%, as of December 31, 2022 and December 31, 2021, respectively. The Company primarily uses FLSCs to economically hedge the IRLCs.     </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:13.812%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.139%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.998%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative<br/>assets</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative <br/>liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Notional<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative<br/>assets</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative <br/>liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Notional<br/>Amount</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,872</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5,359,684</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5pt;font-weight:700;line-height:100%">(a) </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,899 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,450,967 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5pt;font-weight:700;line-height:100%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%"> </span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">74,997</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,454</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">10,944,875</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,457 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,887,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">82,869</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">49,748</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,356 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,741 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="margin-top:6pt;padding-left:63pt;text-indent:-27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(a)</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:15.91pt">Notional amounts have been adjusted for pullthrough rates</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> of 77% an</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d 86%, respectively.</span></div> 0.77 0.86 <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The notional amounts and fair values of derivative financial instruments not designated as hedging instruments were as follows (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:13.812%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.139%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.473%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.081%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:1.998%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Fair value</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative<br/>assets</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative <br/>liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Notional<br/>Amount</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative<br/>assets</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Derivative <br/>liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Notional<br/>Amount</span></td><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,872</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5,359,684</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5pt;font-weight:700;line-height:100%">(a) </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,899 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,450,967 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:5pt;font-weight:700;line-height:100%">(a)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:7pt;font-weight:400;line-height:100%"> </span></div></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">74,997</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,454</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">10,944,875</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,457 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,887,178 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">82,869</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">49,748</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">67,356 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,741 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr></table></div><div style="margin-top:6pt;padding-left:63pt;text-indent:-27pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">(a)</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:15.91pt">Notional amounts have been adjusted for pullthrough rates</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> of 77% an</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d 86%, respectively.</span></div> 7872000 32294000 5359684000 24899000 11138000 13450967000 74997000 17454000 10944875000 42457000 25603000 28887178000 82869000 49748000 67356000 36741000 0.77 0.86 ACCOUNTS RECEIVABLE, NET<div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following summarizes accounts receivable, net (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.322%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.322%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.323%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Servicing advances</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">162,896</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135,117 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Servicing fees</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">110,891</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Receivables from sales of servicing </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">56,019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,503 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investor receivables</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">25,701</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,192 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Origination receivables</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">24,179</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,569 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative settlements receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">8,204</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,987 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warehouse bank receivable</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">199</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,510 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other receivables</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">179</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for current expected credit losses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(5,121)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,295)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accounts receivable, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">383,147</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">415,691 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>The Company periodically evaluates the carrying value of accounts receivable balances with delinquent receivables being written-off based on specific credit evaluations and circumstances of the debtor. <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following summarizes accounts receivable, net (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:65.322%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.322%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.323%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Servicing advances</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">162,896</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">135,117 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Servicing fees</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">110,891</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">136,981 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Receivables from sales of servicing </span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">56,019</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">13,503 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investor receivables</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">25,701</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">44,192 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Origination receivables</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">24,179</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">56,569 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Derivative settlements receivable</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">8,204</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">21,987 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Warehouse bank receivable</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">199</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,510 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other receivables</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">179</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">127 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Provision for current expected credit losses</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(5,121)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(1,295)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total accounts receivable, net</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">383,147</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">415,691 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 162896000 135117000 110891000 136981000 56019000 13503000 25701000 44192000 24179000 56569000 8204000 21987000 199000 8510000 179000 127000 5121000 1295000 383147000 415691000 MORTGAGE SERVICING RIGHTS<span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Mortgage servicing rights are recognize</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">d on the consolidated balance sheets when loans are sold and the associated servicing rights are retained. The Company elected the fair value option for all current classes of its MSRs effective January 1, 2021. The Company determined its classes of MSRs based on how the Company manages risk. The Company's MSRs are measured at fair value, which is determined u</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, </span><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The unpaid principal balance of mortgage loans serviced for others approxima</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ted $312.5 billion and $319.8 billion at December 31, 2022 and December 31, 2021, respectively. Conforming conventional loans serviced by </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-bottom:6pt;margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes changes in the MSR assets for the years ended December 31, 2022 and 2021 (in thousands): </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:63.227%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.446%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value, beginning of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,314,952</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,760,304 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalization of MSRs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,213,572</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,397,483 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">MSR sales</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(1,387,180)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(269,925)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in fair value:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to changes in valuation inputs or assumptions</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">868,803</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,348 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to collection/realization of cash flows/other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(556,886)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(859,258)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value, end of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,453,261</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,314,952 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations (in thousands): </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.642%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in fair value:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to changes in valuation inputs and assumptions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">868,803</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,348 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to collection/realization of cash flows and other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(556,886)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(859,258)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net reserves and transaction costs on sales of servicing rights</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(27,813)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14,903)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in fair value of mortgage servicing rights</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">284,104</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(587,813)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the years ended December 31, 2022 and 2021, the Company sold MSRs on loans with an aggregate UPB of approximately $112.9 billion and $22.7 billion, respectively, for proceeds of approximately $1.4 billion and $269.9 million, respectively. In connection with the sales of these MSRs, the Company recorded a net $27.8 million and $14.9 million, respectively, for its estimated obligation for protection provisions granted to the buyer and transaction costs, which is reflected as part of the change in fair value of MSRs in the consolidated statements of operations.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the election of the fair value option on January 1, 2021, the Company accounted for MSRs based on the lower cost or market using the amortization method. The following table summarizes changes to the MSR assets for the year ended December 31, 2020 under the amortization method (in thousands):</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:75.508%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:22.292%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">731,353 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,896,638 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(252,421)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loans paid in full</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(301,113)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(298,009)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recovery/(Impairment)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19,584)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,756,864 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:11pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the loan servicing income recognized during the years </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ended December 31, 2022, 2021 and 2020, respectively (in thousands): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.923%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.839%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contractual servicing fees</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">781,109</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">632,276 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">284,257 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Late, ancillary and other fees</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">10,963</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,047 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loan servicing income</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">792,072</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">638,738 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">288,304 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2022 and December 31, 2021, respectively: </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.577%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.577%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.118%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Range</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Range</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rates</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">9.5</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">15.0</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">10.1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.5 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annual prepayment speeds</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6.7</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">14.0</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.9</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45.4 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.5 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of servicing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$75</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$108</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$80</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$162 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/></tr></table></div><div style="margin-top:11pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2022 and December 31, 2021, respectively, (in thousands):</span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.250%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.859%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.861%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Discount rate:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 10% adverse change – effect on value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(183,972)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(107,992)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 20% adverse change – effect on value</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(353,120)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(208,567)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Prepayment speeds:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 10% adverse change – effect on value</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(143,483)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138,807)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 20% adverse change – effect on value</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(277,992)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(267,964)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cost of servicing:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 10% adverse change – effect on value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(39,362)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37,370)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 20% adverse change – effect on value</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(78,724)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(74,741)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 this table, 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), 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.</span></div> 312500000000 319800000000 <div style="margin-bottom:6pt;margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes changes in the MSR assets for the years ended December 31, 2022 and 2021 (in thousands): </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:63.227%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.446%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value, beginning of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,314,952</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,760,304 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Capitalization of MSRs</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,213,572</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,397,483 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">MSR sales</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(1,387,180)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(269,925)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in fair value:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to changes in valuation inputs or assumptions</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline"> </span></div></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">868,803</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,348 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to collection/realization of cash flows/other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(556,886)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(859,258)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Fair value, end of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,453,261</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,314,952 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of the components of change in fair value of servicing rights as reported in the consolidated statements of operations (in thousands): </span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:62.642%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.443%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:16.447%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in fair value:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to changes in valuation inputs and assumptions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">868,803</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">286,348 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Due to collection/realization of cash flows and other</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(556,886)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(859,258)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net reserves and transaction costs on sales of servicing rights</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(27,813)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(14,903)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Changes in fair value of mortgage servicing rights</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">284,104</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(587,813)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div>The following table summarizes changes to the MSR assets for the year ended December 31, 2020 under the amortization method (in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:75.508%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:22.292%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">731,353 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,896,638 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amortization</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(252,421)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loans paid in full</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(301,113)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Sales</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(298,009)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Recovery/(Impairment)</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(19,584)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,756,864 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 3314952000 1760304000 2213572000 2397483000 1387180000 269925000 868803000 286348000 556886000 859258000 4453261000 3314952000 868803000 286348000 556886000 859258000 27813000 14903000 284104000 -587813000 112900000000 22700000000 1400000000 269900000 27800000 14900000 731353000 1896638000 252421000 -301113000 298009000 -19584000 1756864000 <span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table summarizes the loan servicing income recognized during the years </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ended December 31, 2022, 2021 and 2020, respectively (in thousands): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.923%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.839%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Contractual servicing fees</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">781,109</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">632,276 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">284,257 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Late, ancillary and other fees</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">10,963</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,462 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,047 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Loan servicing income</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">792,072</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">638,738 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">288,304 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 781109000 632276000 284257000 10963000 6462000 4047000 792072000 638738000 288304000 <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The key unobservable inputs used in determining the fair value of the Company’s MSRs were as follows at December 31, 2022 and December 31, 2021, respectively: </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:36.180%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.577%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:2.577%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:8.118%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Range</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Range</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Discount rates</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">9.5</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">15.0</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">10.1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.5 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9.6 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Annual prepayment speeds</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6.7</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">14.0</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.9</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8.3 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45.4 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10.5 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cost of servicing</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$75</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$108</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$80</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$74 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:center;vertical-align:middle"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">—</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$162 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$81 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:left;vertical-align:bottom"/></tr></table></div> 0.095 0.150 0.101 0.090 0.145 0.096 0.067 0.140 0.079 0.083 0.454 0.105 75 108 80 74 162 81 <div style="margin-top:11pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The hypothetical effect of adverse changes in these key assumptions would result in a decrease in fair values as follows at December 31, 2022 and December 31, 2021, respectively, (in thousands):</span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:64.250%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.859%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.861%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Discount rate:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 10% adverse change – effect on value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(183,972)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(107,992)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 20% adverse change – effect on value</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(353,120)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(208,567)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Prepayment speeds:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 10% adverse change – effect on value</span></td><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(143,483)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(138,807)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 20% adverse change – effect on value</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(277,992)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(267,964)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Cost of servicing:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 10% adverse change – effect on value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(39,362)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(37,370)</span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">+ 20% adverse change – effect on value</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(78,724)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(74,741)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 183972000 107992000 353120000 208567000 143483000 138807000 277992000 267964000 39362000 37370000 78724000 74741000 PREMISES AND EQUIPMENT, NETPremises 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): <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.537%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.353%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">160,947</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140,287 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">38,583</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,074 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software, including internally-developed</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">25,491</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in process</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,323</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,503 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation and amortization</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(73,868)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(46,353)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Premises and equipment, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">152,477</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,687 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> P3Y P3Y P10Y P10Y The following is a summary of premises and equipment, net (in thousands): <table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:70.537%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.353%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Leasehold improvements</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">160,947</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">140,287 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Furniture and equipment</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">38,583</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">33,074 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Software, including internally-developed</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">25,491</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,176 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Construction in process</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,323</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,503 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Accumulated depreciation and amortization</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(73,868)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(46,353)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Premises and equipment, net</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">152,477</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;border-bottom:3pt double #000000;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">151,687 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 160947000 140287000 38583000 33074000 25491000 20176000 1323000 4503000 73868000 46353000 152477000 151687000 LEASES<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Lease Right-of-Use Assets and Liabilities</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 16 - Related Party Transactions</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s operating lease agreements have remaining terms </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ranging fro</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">m <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjllZWE4ZDUxOTgwMDQzMjlhMWMyOWIwMTkyN2ExNDA0L3NlYzo5ZWVhOGQ1MTk4MDA0MzI5YTFjMjliMDE5MjdhMTQwNF8yMTEvZnJhZzplMjYwMmQzMDYzZjA0OGQzODc2NDM5ZjlhYzRhZTUxNS90ZXh0cmVnaW9uOmUyNjAyZDMwNjNmMDQ4ZDM4NzY0MzlmOWFjNGFlNTE1XzQ1MQ_be12bfcc-e061-4341-b28c-f94f851bc8c8">five</span> to fifteen years</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Certain lease agreements have renewal options. Total lease expense under all operating leases amount</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ed to $12.3 million, $11.9 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease expense for related party leases was $12.0 million, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$11.6 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Variable lease expense amounted to $4.5 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s financing lease agreements have remaining terms ranging from</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> three months to thirteen years. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the year en</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ded 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. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases is as follows (in thousands): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.882%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.545%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,537</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,926 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">19,218</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,876 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets obtained in exchange for operating leases liabilities</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,984</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,134 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing lease right-of-use assets obtained in exchange for finance lease liabilities</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,861</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,539 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additional supplemental information related to leases is as follows: </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:64.149%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.910%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term – operating leases</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">13.6 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.7 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term – finance leases</span></td><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">8.8 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.9 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate – operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.4</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate – finance leases</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3.6</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The maturities of the Company's operating lease liabilities are summarized below (in thousands):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.954%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,873</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,873</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,990</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,996</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,959</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">110,717</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">175,408</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(64,076)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">111,332</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span><br/></span></div><div style="margin-top:6pt;text-indent:36pt"><span><br/></span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The maturities of the Company's financing lease liabilities are summarized below (in thousands):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.954%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">14,146</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6,581</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,057</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,665</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,668</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">21,940</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">51,057</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(7,552)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">43,505</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> LEASES<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Lease Right-of-Use Assets and Liabilities</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 16 - Related Party Transactions</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> for further information.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s operating lease agreements have remaining terms </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ranging fro</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">m <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjllZWE4ZDUxOTgwMDQzMjlhMWMyOWIwMTkyN2ExNDA0L3NlYzo5ZWVhOGQ1MTk4MDA0MzI5YTFjMjliMDE5MjdhMTQwNF8yMTEvZnJhZzplMjYwMmQzMDYzZjA0OGQzODc2NDM5ZjlhYzRhZTUxNS90ZXh0cmVnaW9uOmUyNjAyZDMwNjNmMDQ4ZDM4NzY0MzlmOWFjNGFlNTE1XzQ1MQ_be12bfcc-e061-4341-b28c-f94f851bc8c8">five</span> to fifteen years</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. Certain lease agreements have renewal options. Total lease expense under all operating leases amount</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ed to $12.3 million, $11.9 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Lease expense for related party leases was $12.0 million, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$11.6 million and $10.9 million for the years ended December 31, 2022, 2021 and 2020, respectively. Variable lease expense amounted to $4.5 million, $0.7 million and $0.6 million for the years ended December 31, 2022, 2021 and 2020, respectively.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s financing lease agreements have remaining terms ranging from</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> three months to thirteen years. </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the year en</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ded 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. For the year ended December 31, 2020, total interest expense and amortization expense under finance leases amounted to $0.8 million and $5.2 million, respectively, all of which was attributed to third party leases.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases is as follows (in thousands): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.882%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.545%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,537</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,926 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">19,218</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,876 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets obtained in exchange for operating leases liabilities</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,984</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,134 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing lease right-of-use assets obtained in exchange for finance lease liabilities</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,861</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,539 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additional supplemental information related to leases is as follows: </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:64.149%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.910%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term – operating leases</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">13.6 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.7 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term – finance leases</span></td><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">8.8 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.9 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate – operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.4</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate – finance leases</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3.6</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The maturities of the Company's operating lease liabilities are summarized below (in thousands):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.954%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,873</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,873</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,990</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,996</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,959</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">110,717</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">175,408</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(64,076)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">111,332</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span><br/></span></div><div style="margin-top:6pt;text-indent:36pt"><span><br/></span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The maturities of the Company's financing lease liabilities are summarized below (in thousands):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.954%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">14,146</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6,581</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,057</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,665</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,668</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">21,940</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">51,057</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(7,552)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">43,505</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> P15Y 12300000 11900000 10900000 12000000 11600000 10900000 4500000 700000 600000 P3M P13Y 1900000 17700000 1000000 2100000 2200000 14400000 900000 2000000 800000 5200000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Supplemental cash flow information related to leases is as follows (in thousands): </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.882%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.545%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of operating lease liabilities – operating cash flows</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,537</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,926 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">19,218</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,876 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Operating lease right-of-use assets obtained in exchange for operating leases liabilities</span></div></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,984</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,134 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Financing lease right-of-use assets obtained in exchange for finance lease liabilities</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,861</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">48,539 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 12537000 15926000 19218000 15876000 3984000 20134000 2861000 48539000 <span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Additional supplemental information related to leases is as follows: </span><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:99.707%"><tr><td style="width:1.0%"/><td style="width:64.149%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.908%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.533%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.910%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term – operating leases</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">13.6 years</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">14.7 years</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average remaining lease term – finance leases</span></td><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">8.8 years</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.9 years</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate – operating leases</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.4</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.4 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average discount rate – finance leases</span></td><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3.6</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3.8 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table> P13Y7M6D P14Y8M12D P8Y9M18D P7Y10M24D 0.074 0.074 0.036 0.038 The maturities of the Company's operating lease liabilities are summarized below (in thousands):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.954%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,873</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,873</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,990</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,996</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">12,959</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">110,717</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">175,408</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(64,076)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">111,332</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 12873000 12873000 12990000 12996000 12959000 110717000 175408000 64076000 111332000 <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The maturities of the Company's financing lease liabilities are summarized below (in thousands):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:77.262%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.954%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Amounts</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">14,146</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6,581</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,057</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2026</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,665</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,668</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Thereafter</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">21,940</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total lease payments</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">51,057</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Less imputed interest</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(7,552)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">43,505</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 14146000 6581000 3057000 2665000 2668000 21940000 51057000 7552000 43505000 WAREHOUSE AND OTHER SECURED LINES OF CREDIT<div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Warehouse Lines of Credit</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company had the following warehouse lines of credit with financial institutions as of December 31, 2022 and December 31, 2021, respectively, (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:33.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.689%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.689%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.689%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.695%"/><td style="width:0.1%"/></tr><tr style="height:27pt"><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Warehouse Lines of Credit </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Date of Initial Agreement With Warehouse Lender</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current Agreement Expiration Date</span></td><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2022:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">2</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/8/2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">2</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">913,247 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$400 Million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">3</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8/21/2012</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/18/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">188,607</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">372,895 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$500 Million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">4</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/7/2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/22/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">236,462</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,230,017 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$500 Million</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/23/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/23/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">185,502</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">755,539 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$150 Million</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/29/2012</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5/23/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">142,570</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144,534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$3.0 Billion</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5/9/2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7/28/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,239,591</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,482,245 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$700 Million</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7/24/2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8/30/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">642,544</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">673,471 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$200 Million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/30/2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/6/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">170,478</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197,976 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$200 Million</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10/30/2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/26/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">97,216</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,163,447 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$300 Million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8/19/2016</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11/8/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">235,804</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">280,637 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$250 Million</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/26/2016</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12/21/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">193,023</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">192,614 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$1.0 Billion</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7/10/2012</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/8/2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">521,440</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963,495 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$2.5 Billion</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">4</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12/31/2014</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/21/2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,588,787</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,349,395 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Early Funding:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$600 Million (ASAP + - see below)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">No expiration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">516,889 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$750 Million (EF - see below)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">No expiration</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,968</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">718,537 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="15" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6,443,992</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,954,938 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="27" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All interest rates are variable based upon a spread to SOFR or other alternative index.</span></td></tr></table></div><div style="margin-top:4pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1 </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">An aggregate of </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$401.0 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> of these line amounts is committed as of December 31, 2022.</span></div><div style="margin-top:4pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">2</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company elected to not renew this warehouse line of credit agreement prior to December 31, 2022. As of December 31, 2021, this warehouse line of credit agreement had a funding limit of $1.5 billion.</span></div><div style="margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">3</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">This warehouse line of credit agreement expired pursuant to its terms subsequent to December 31, 2022.</span></div><div style="margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">4 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Represents the current agreement expiration date pursuant to an amendment entered into subsequent to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">December 31, 2022.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2022, there was no amount outstanding through the ASAP+ program and $2.0 million was outstanding under the EF program.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, 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, 2022.</span></div><div style="margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">MSR Facility</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 </span></div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 will 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">e as defined in the agreement. As of December 31, 2022, the Company was in compliance with all applicable covenants. T</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">he MSR Facility has an initial maturity date of September 26, 2023</span>. As of December 31, 2022, $750.0 million was outstanding under the MSR Facility. <div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company had the following warehouse lines of credit with financial institutions as of December 31, 2022 and December 31, 2021, respectively, (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:33.110%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.689%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.689%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.689%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.695%"/><td style="width:0.1%"/></tr><tr style="height:27pt"><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Warehouse Lines of Credit </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:700;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">1</span></div></td><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Date of Initial Agreement With Warehouse Lender</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Current Agreement Expiration Date</span></td><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2022</span></td><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" rowspan="2" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,<br/>2021</span></td></tr><tr style="height:15pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Master Repurchase Agreement ("MRA") Funding Limits as of December 31, 2022:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">2</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/8/2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="text-align:right"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">N/A</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">2</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">913,247 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$400 Million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">3</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8/21/2012</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/18/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">188,607</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">372,895 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$500 Million</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">4</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/7/2019</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/22/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">236,462</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,230,017 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$500 Million</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/23/2021</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4/23/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">185,502</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">755,539 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$150 Million</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/29/2012</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5/23/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">142,570</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">144,534 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$3.0 Billion</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5/9/2019</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7/28/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,239,591</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">4,482,245 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$700 Million</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7/24/2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8/30/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">642,544</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">673,471 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$200 Million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3/30/2018</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/6/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">170,478</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">197,976 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$200 Million</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10/30/2020</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9/26/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">97,216</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,163,447 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$300 Million</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8/19/2016</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11/8/2023</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">235,804</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">280,637 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$250 Million</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/26/2016</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12/21/2023</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">193,023</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">192,614 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$1.0 Billion</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7/10/2012</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1/8/2024</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">521,440</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">963,495 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><div style="padding-left:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$2.5 Billion</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">4</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">12/31/2014</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2/21/2024</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,588,787</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,349,395 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Early Funding:</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$600 Million (ASAP + - see below)</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">No expiration</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">516,889 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$750 Million (EF - see below)</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">No expiration</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,968</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">718,537 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="15" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6,443,992</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">15,954,938 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="27" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">All interest rates are variable based upon a spread to SOFR or other alternative index.</span></td></tr></table></div><div style="margin-top:4pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">1 </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">An aggregate of </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$401.0 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> of these line amounts is committed as of December 31, 2022.</span></div><div style="margin-top:4pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">2</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company elected to not renew this warehouse line of credit agreement prior to December 31, 2022. As of December 31, 2021, this warehouse line of credit agreement had a funding limit of $1.5 billion.</span></div><div style="margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">3</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">This warehouse line of credit agreement expired pursuant to its terms subsequent to December 31, 2022.</span></div><div style="margin-top:4pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">4 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Represents the current agreement expiration date pursuant to an amendment entered into subsequent to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">December 31, 2022.</span></div> 0 913247000 400000000 188607000 372895000 500000000 236462000 1230017000 500000000 185502000 755539000 150000000 142570000 144534000 3000000000.0 2239591000 4482245000 700000000 642544000 673471000 200000000 170478000 197976000 200000000 97216000 1163447000 300000000 235804000 280637000 250000000 193023000 192614000 521440000 963495000 2500000000 1588787000 3349395000 600000000 0 516889000 750000000 1968000 718537000 6443992000 15954938000 401000000 0 2000000 1500000000 750000000 OTHER BORROWINGS<div style="margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Senior Notes</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The follo</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">wing is a summary of the senior unsecured notes issued by the Company (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:26.677%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.397%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Facility Type</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Maturity Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Interest Rate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Outstanding Balance at Outstanding Principal at December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Outstanding Balance at Outstanding Principal at December 31, 2021</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025 Senior unsecured notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11/15/2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.50 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">800,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">800,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029 Senior unsecured notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">04/15/2029</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">700,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">700,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027 Senior unsecured notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">06/15/2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">500,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Senior Unsecured Notes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,000,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,000,000 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5.56</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;padding-left:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the consolidated balance sheets by $6.3 million and $8.5 million as of December 31, 2022 and December 31, 2021, respectively.</span></div><div style="margin-top:12pt;padding-left:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the consolidated balance sheets by $5.5 million and $6.4 million as of December 31, 2022 and December 31, 2021, respectively.</span></div><div style="margin-top:12pt;padding-left:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the consolidated balance sheets by $3.9 million and $5.0 million as of December 31, 2022 and December 31, 2021, respectively.</span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">2025 Senior Notes</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 May 15, 2021. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On or after 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. </span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">2029 Senior Notes</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, beginning on October 15, 2021. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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%; </span></div><div style="margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">2027 Senior Notes</span></div><div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, beginning on June 15, 2022.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The indentures governing the 2025, 2029 and 2027 Senior Notes contain operating covenants and restrictions, subject to a number of exceptio</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ns and qualifications. The Company was in compliance with the terms of the indentures as of December 31, 2022.</span></div><div style="margin-top:6pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:700;line-height:120%">Revolving Credit Facility</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">On August 8, 2022, UWM entered into the 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”).</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Revolving Credit Facility has an initial maturity date of August 8, 2023. 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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Revolving Credit Agreement contains certain financial and operating covenants and restrictions, subject to a number of exceptions and qualifications, and the availability of funds under the Revolving Credit Facility is subject to our continued compliance with these covenants.</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> The Company was in compliance with these covenants as of December 31, 2022. No amounts were outstanding under the Revolving Credit Facility as of December 31, 2022.</span></div> <div style="margin-top:12pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The follo</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">wing is a summary of the senior unsecured notes issued by the Company (in thousands):</span></div><div style="margin-top:12pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:26.677%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.788%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.350%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:19.952%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.397%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Facility Type</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Maturity Date</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Interest Rate</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Outstanding Balance at Outstanding Principal at December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Outstanding Balance at Outstanding Principal at December 31, 2021</span></td></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025 Senior unsecured notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11/15/2025</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.50 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">800,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">800,000 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029 Senior unsecured notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span></div></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">04/15/2029</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.50 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">700,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">700,000 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027 Senior unsecured notes</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:100%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span></div></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">06/15/2027</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">500,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500,000 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total Senior Unsecured Notes</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,000,000</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,000,000 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:15pt"><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average interest rate</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5.56</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.56 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:12pt;padding-left:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(1)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Unamortized debt issuance costs and discounts are presented net against the 2025 Senior Notes reducing the amount reported on the consolidated balance sheets by $6.3 million and $8.5 million as of December 31, 2022 and December 31, 2021, respectively.</span></div><div style="margin-top:12pt;padding-left:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(2)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Unamortized debt issuance costs and discounts are presented net against the 2029 Senior Notes reducing the amount reported on the consolidated balance sheets by $5.5 million and $6.4 million as of December 31, 2022 and December 31, 2021, respectively.</span></div><div style="margin-top:12pt;padding-left:18pt;text-indent:-9pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:6.5pt;font-weight:400;line-height:120%;position:relative;top:-3.5pt;vertical-align:baseline">(3)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> Unamortized debt issuance costs and discounts are presented net against the 2027 Senior Notes reducing the amount reported on the consolidated balance sheets by $3.9 million and $5.0 million as of December 31, 2022 and December 31, 2021, respectively.</span></div> 0.0550 800000000 800000000 0.0550 700000000 700000000 0.0575 500000000 500000000 2000000000 2000000000 0.0556 0.0556 6300000 8500000 5500000 6400000 3900000 5000000 800000000.0 0.05500 1.02750 1.01375 1 700000000 0.05500 1.02750 1.01375 1 0.40 1.05500 1 500000000 0.05750 1.02875 1.01438 1.00000 0.40 1.0575 1 500000000 0 COMMITMENTS AND CONTINGENCIES <div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Representations and Warranties Reserve </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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 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. The Company repurcha</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">sed $355.8 million, $133.4 million and $53.1 million in UPB of loa</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ns during the years ended December 31, 2022, 2021 and 2020, respectively, related to its representations and warranties obligations.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The activity of the representations and warranties reserve was as follows (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.630%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.132%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">86,762</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,542 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,322 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">57,415</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Losses realized, net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(83,682)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28,081)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,290)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">60,495</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,762 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,542 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Commitments to Originate Loans </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, the Company had agreed to extend credit to potential borrowers for approximately $14.1 billion. These </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">contracts represent off balance sheet credit risk where the Company may be required to extend credit to these borrowers </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">based on the prevailing interest rates and prices at the time of execution.</span></div> 355800000 133400000 53100000 <div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The activity of the representations and warranties reserve was as follows (in thousands): </span></div><div style="margin-top:11pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.630%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:15.132%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, beginning of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">86,762</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,542 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,322 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Additions</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">57,415</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">45,301 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">36,510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Losses realized, net</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(83,682)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(28,081)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(13,290)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance, end of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">60,495</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86,762 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">69,542 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000000;border-top:1pt solid #000000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 86762000 69542000 46322000 57415000 45301000 36510000 -83682000 -28081000 -13290000 60495000 86762000 69542000 14100000000 VARIABLE INTEREST ENTITIES<div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 (</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">“</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">VIE</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">”</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">) consolidation model.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company's financial position, performance and cash flows effectively represent those of Holdings LLC and its consolidated subsidiaries as of and for the year ended December 31, 2022.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In 2021, UWM began selling some of the mortgage loans that it originates through private label securitization transactions. There were no loan sales through UWM's private label securitization transactions during 2022. 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, 2022 and </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">December 31, 2021</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">. 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.</span></div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 Company 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, 2022, </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$111.7 million of the $113.3 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 $101.3 million with </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">remaining maturities ranging from approx</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">imately <span style="-sec-ix-hidden:id3VybDovL2RvY3MudjEvZG9jOjllZWE4ZDUxOTgwMDQzMjlhMWMyOWIwMTkyN2ExNDA0L3NlYzo5ZWVhOGQ1MTk4MDA0MzI5YTFjMjliMDE5MjdhMTQwNF82Ny9mcmFnOjU2YjM4M2UwMWZlYjRjZDZhMDc4ZGM3MGZiYmQ2MzIzL3RleHRyZWdpb246NTZiMzgzZTAxZmViNGNkNmEwNzhkYzcwZmJiZDYzMjNfMzkyMg_fa91171f-6ee0-4df2-9502-aa9baf708aae">four</span> to eight months as</span> of December 31, 2022, and interest rates based on LIBOR or SOFR plus a spread. The Company's maximum exposure to loss in these non-consolidated VIEs is limited to the retained beneficial interests in the securitization trusts. 1 0.05 111700000 113300000 101300000 P8M NON-CONTROLLING INTERESTS<div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.712%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.502%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Common Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Ownership Percentage</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Common Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Ownership Percentage</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">UWM Holdings Corporation ownership of Class A Common Units </span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">92,575,974</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5.81</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,612,305 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.75 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">SFS Corp. ownership of Class B Common Units</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,502,069,787</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">94.19</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,502,069,787 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94.25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at end of period</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,594,645,761</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">100.00</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,593,682,092 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The non-controlling interest holders have 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 non-controlling interest holders will result in a change in ownership and reduce or increase the amount recorded 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, 2022, SFS Corp. has not exchanged any Stapled Interests.</span></div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">During the year ended December 31, 2022, the Company </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">issued 963,772 shares</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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. </span>This resulted in an equivalent increase in the number of Class A Common Units of Holdings LLC held by the Company, and a re-measurement of the non-controlling interest in Holdings LLC due to the change in relative ownership of Holdings LLC with no change in control. The impact of the re-measurement of the non-controlling interest is reflected in the consolidated statement of changes in equity. The following table summarizes the ownership of units in Holdings LLC as of:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:40.712%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.496%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:13.519%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:12.502%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Common Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Ownership Percentage</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Common Units</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Ownership Percentage</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">UWM Holdings Corporation ownership of Class A Common Units </span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">92,575,974</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5.81</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">91,612,305 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">5.75 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">SFS Corp. ownership of Class B Common Units</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,502,069,787</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">94.19</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,502,069,787 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">94.25 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Balance at end of period</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,594,645,761</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">100.00</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,593,682,092 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100.0 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table> 92575974 0.0581 91612305 0.0575 1502069787 0.9419 1502069787 0.9425 1594645761 1.0000 1593682092 1.000 963772 REGULATORY NET WORTH REQUIREMENTSCertain secondary market agencies and state regulators require UWM to maintain minimum net worth and capital 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 minimum net worth, minimum capital ratio and minimum liquidity requirements, including those established by HUD, Ginnie Mae, Freddie Mac and Fannie Mae. As of December 31, 2022, the most restrictive of these requirements require UWM to maintain a minimum net worth of $783.6 million, liquidity of $101.8 million and a minimum capital ratio of 6%. At December 31, 2022, UWM was in compliance with these requirements. 783600000 101800000 0.06 EMPLOYEE BENEFIT PLAN<span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company maintains a defined contribution 401(k) plan covering substantially all team members. Team members can make elective contributions t</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">o the plan as allowed by the Internal Revenue Service and plan limitations. The Company makes discretionary matching contributions of 50% 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</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">ely $5.5 million, $6.8 million and $4.8 million for th</span>e years ended December 31, 2022, 2021 and 2020, respectively, and are included in salaries, commissions and benefits in the consolidated statements of operations. 0.50 2500 5500000 6800000 4800000 FAIR VALUE MEASUREMENTS<div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Fair value measurements are classified in the following manner:</span></div><div style="margin-top:6pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Level 1</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—Valuation is based on quoted prices in active markets for identical assets or liabilities at the measurement date.</span></div><div style="margin-top:6pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Level 2</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—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.</span></div><div style="margin-top:6pt;padding-left:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Level 3</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">—Valuation is based on the Company’s or others’ models using significant unobservable assumptions at the measurement date that a market participant would use.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In determining fair value measurements, the Company uses observable inputs whenever possible. The level of a fair value m</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 2022 or December 31, 2021.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Mortgage loans at fair value</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: 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.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">IRLCs</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The Company's interest rate lock commitments are derivative instruments that are recorded at fair</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">value based on valuation models that use the market price for similar loans sold in the secondary market. The interest rate lock</span></div><div><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">commitments 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.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">MSRs</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: The fair value of MSRs is determined using a</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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.</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> These fair value measurements are classified as Level 3.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">FLSCs</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: 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.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Investment securities at fair value, pledged</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: 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.</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;text-decoration:underline">Public and Private Warrants</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">: 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.</span></div><div style="margin-top:12pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Financial Instruments - Assets and Liabilities Measured at Fair Value on a Recurring Basis</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.075%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.918%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets: </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans at fair value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,134,960</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,134,960</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,872</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,872</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">74,997</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">74,997</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment securities at fair value, pledged</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">113,290</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">113,290</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage servicing rights</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,453,261</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,453,261</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,323,248</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,461,133</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">11,784,381</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Liabilities: </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,454</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,454</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Public and Private Warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,328</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">445</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,773</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,328</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,899</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">51,521</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="21" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets: </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans at fair value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,909,901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,909,901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,899 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,899 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,457 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,457 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment securities at fair value, pledged</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,263 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,263 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage servicing rights</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,314,952 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,314,952 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,104,621 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,339,851 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,444,472 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Liabilities: </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Public and Private warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,286 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,170 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,456 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,286 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,773 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,197 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-top:6pt;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.771%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.098%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.101%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unobservable Input - IRLCs</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pullthrough rate (weighted avg)</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">77</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Refer to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 5 - Mortgage Servicing</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Rights</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 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, 2022.</span></div><div style="margin-top:12pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Level 3 Issuances and Transfers</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:120%">Other Financial Instruments</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:33.987%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.548%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Estimated Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Estimated Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025 Senior Notes, due 11/15/25</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">793,703</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">724,928</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">791,513 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">820,232 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029 Senior Notes, due 4/15/29</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">694,496</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">565,607</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">693,623 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">686,623 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027 Senior Notes, due 6/15/27</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">496,137</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">430,920</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">494,976 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500,860 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,984,336</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,721,455</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,980,112 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,007,715 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The fair value of the 2025, 2029</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and 2027 Senior Notes was estimated using Level 2 inputs, including observable trading information from independent sources.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Due to their nature and respective terms (including the variable interest rates on warehouse and other lines of credit and </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">borrowings against investment securities)</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">, the carrying value of cash and cash equivalents, receivables, payables, equipment notes payable, </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">borrowings against investment securities </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">and warehouse and other lines of credit approximate their fair value as of December 31, 2022 and December 31, 2021, respectively.</span></div> <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following are the major categories of financial assets and liabilities measured at fair value on a recurring basis (in thousands):</span></div><div style="margin-top:5pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:44.075%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.911%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:11.918%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="padding:0 1pt"/><td colspan="21" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2022</span></td></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets: </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans at fair value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,134,960</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,134,960</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,872</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,872</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">74,997</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">74,997</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment securities at fair value, pledged</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">113,290</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">113,290</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage servicing rights</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,453,261</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,453,261</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7,323,248</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,461,133</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">11,784,381</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Liabilities: </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,454</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,454</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Public and Private Warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,328</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">445</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,773</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,328</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,899</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">32,294</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">51,521</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr style="height:12pt"><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:400;line-height:100%"> </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="21" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Description</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 1</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 2</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Level 3</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:8pt;font-weight:700;line-height:100%">Total</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Assets: </span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000000;padding:0 1pt"/></tr><tr><td colspan="6" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage loans at fair value</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,909,901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">16,909,901 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,899 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">24,899 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,457 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">42,457 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment securities at fair value, pledged</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,263 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">152,263 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Mortgage servicing rights</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,314,952 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,314,952 </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total assets</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">17,104,621 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,339,851 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">20,444,472 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Liabilities: </span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;border-top:3pt double #000000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">IRLCs</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">FLSCs</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">25,603 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Public and Private warrants</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,286 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,170 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,456 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="padding:2px 1pt 2px 19pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total liabilities</span></td><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">6,286 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">28,773 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">11,138 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="padding:0 1pt"/><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">46,197 </span></td><td style="border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> 0 7134960000 0 7134960000 0 0 7872000 7872000 0 74997000 0 74997000 0 113290000 0 113290000 0 0 4453261000 4453261000 0 7323248000 4461133000 11784381000 0 0 32294000 32294000 0 17454000 0 17454000 1328000 445000 0 1773000 1328000 17899000 32294000 51521000 0 16909901000 0 16909901000 0 0 24899000 24899000 0 42457000 0 42457000 0 152263000 0 152263000 0 0 3314952000 3314952000 0 17104621000 3339851000 20444472000 0 0 11138000 11138000 0 25603000 0 25603000 6286000 3170000 0 9456000 6286000 28773000 11138000 46197000 <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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:</span></div><div style="margin-top:6pt;text-indent:36pt"><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:55.771%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.098%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:20.101%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Unobservable Input - IRLCs</span></td><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt;text-align:left;vertical-align:top"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Pullthrough rate (weighted avg)</span></td><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">77</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">%</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">86 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">%</span></td></tr></table></div> 0.77 0.86 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):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:33.987%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.548%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">December 31, 2021</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Estimated Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Carrying Amount</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:9pt;font-weight:700;line-height:100%">Estimated Fair Value</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2025 Senior Notes, due 11/15/25</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">793,703</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">724,928</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">791,513 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">820,232 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2029 Senior Notes, due 4/15/29</span></td><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">694,496</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">565,607</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">693,623 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">686,623 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2027 Senior Notes, due 6/15/27</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">496,137</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">430,920</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">494,976 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">500,860 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,984,336</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">1,721,455</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,980,112 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,007,715 </span></td><td style="background-color:#ffffff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 793703000 724928000 791513000 820232000 694496000 565607000 693623000 686623000 496137000 430920000 494976000 500860000 1984336000 1721455000 1980112000 2007715000 RELATED PARTY TRANSACTIONS<div style="margin-top:12pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In the normal course of business, the Company engages in the following significant related party transactions:</span></div><div style="margin-top:6pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">The Company’s corporate campus is located in buildings and on land that are owned by entities controlled by the Company’s founder 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;</span></div><div style="margin-top:6pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Legal services are provided to the Company by a law firm in which the Company’s founder is a partner;</span></div><div style="margin-top:6pt;padding-left:72pt;text-indent:-18pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">The Company leases aircraft owned by entities controlled by the Company’s CEO to facilitate travel of Company executives for business purposes;</span></div><div style="margin-top:6pt;padding-left:72pt;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">Home appraisal contracting and review services are provided by home appraisal management companies, one of which was partially owned by the Company’s CEO (prior to March 31, 2021). An executive of the Company and a member of the Company's board of directors was also on the board of directors of this home appraisal management company prior to March 31, 2021, the second of which is owned by the CEO's brother who is also a member of the Company's board of directors. Each agreement with the home appraisal management companies is for an initial twelve-month term which automatically renews for successive twelve month periods unless sooner terminated by the Company upon prior notice. Additionally, each such agreement is on substantially similar terms and conditions, including with regard to pricing, as the Company's other agreements for such services;</span></div><div style="margin-top:6pt;padding-left:72pt;text-indent:-18pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">•</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%;padding-left:14.5pt">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 </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Company.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">For the years ended December 31, 2022, 2021 and 2020, the Company made payments of approximately $26.4 million, $21.1 million and $15.0 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, 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, (ii) 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 and (iii) with respect to the year ended December 31, 2020, approximately $13.4 million in rent and other occupancy related fees, $0.6 million in legal fees, $0.4 million in direct origination costs and $0.6 million in other general and administrative expenses.</span></div><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">UWM entered into a </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$500.0 million unsecured </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Revolving Credit Facility with </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">SFS Corp. as the lender during the third quarter of 2022. Refer to </span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Note 9 - Other borrowings</span> for further details. P12M P12M 26400000 21100000 15000000 24900000 600000 900000 19400000 600000 200000 900000 13400000 600000 400000 600000 500000000 INCOME TAXESA reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows:<div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.250%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.348%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense at the federal statutory rate</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">196,400</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">331,431 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">710,842 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income attributable to non-controlling interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(186,931)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(308,995)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income attributable to pass-through members</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(710,842)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(6,658)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,595)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax expense </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,811</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,841 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2022, 2021 and 2020. </span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.104%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.636%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.348%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax expense:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(118)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(569)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,424 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current income tax expense</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(687)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,497 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax expense:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,916</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,494 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(418)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">850 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred income tax expense</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,498</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,344 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision for income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,811</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,841 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div><span><br/></span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company’s income tax expense varies from the expense that would be expected based on statutory rates due primarily to its past and current organizational structure. Prior to the business combination transaction, UWM, as a limited liability company ("LLC"), was not directly subject to taxes on its net taxable income. Rather, UWM's net taxable income was passed through to its members and included in its members' tax returns. A provision for state income taxes was required for certain state and local tax jurisdictions where UWM is a taxable entity.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Following the closing of the Business Combination Agreement, UWM is treated as single member LLC owned by Holdings LLC. As a single member LLC, all taxable income or loss generated by UWM will pass through and be included in the income or loss of Holdings LLC. Holdings LLC is treated as a partnership for federal and most state and local income tax jurisdictions. As a partnership, Holdings LLC is not subject to U.S. federal or most state and local incomes taxes. Any taxable income or loss generated by Holdings LLC after the Company’s acquisition of its portion of Holdings LLC is passed through and included i</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">n the taxable income or loss of its members, including the Company. The Company is a C Corporation and is subject to U.S. federal, state and local income taxes with respect to its attributable share of any taxable income of Holdings LLC. Pursuant to the Holdings LLC Second Amended &amp; Restated Limited Liability Company Agreement, Holdings LLC will generally be required to make pro-rata distributions in cash to the Company and to SFS Corp. in amounts sufficient to cover the expected taxes resulting from their allocable share of the taxable income of Holdings LLC. </span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Deferred Tax Assets and Liabilities</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Deferred income taxes arise from temporary differences between the financial statement carrying amount and the tax basis of assets and liabilities. The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards:</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.484%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.317%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,775</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,831 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">483</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">18,258</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,935 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment in partnership</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(54,589)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,817)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,502)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(54,589)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(43,319)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(36,331)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32,384)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, the Company has a deferred tax asset of $18.3 million and a deferred tax liability of $54.6 million, the net of which is included in accounts payable, accrued expenses and other. This deferred tax liability relates primarily to the difference in tax and book basis of the Company's investment in Holdings LLC. The Company recognizes deferred tax assets to the extent it believes these assets are more-likely-than-not to be realized. In making such a determination, the Company considers all available positive and negative evidence, including future reversals of existing taxable temporary differences, projected future taxable income, tax planning strategies and recent results of operations.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Of the total deferred tax assets, $17.8 million relates to the net operating loss carryforwards at December 31, 2022, $1.4 million of which will expire between 2032 and 2042 and $16.4 million has no expiration. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company reserves for uncertain income tax positions when it is not more-likely-than-not a tax position will be sustained upon examination. As the Company has no unrecognized tax benefits, no interest or penalties were recognized in income tax expense. The Company may be subject to potential examination by U.S. federal or state jurisdiction authorities in the areas of income taxes. These potential examinations may include questioning the timing and amount of deductions, the nexus of income amounts in various tax jurisdictions and compliance with U.S. federal or state tax laws. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The Company is subject to taxation in the U.S. and various state and local tax jurisdictions. As of December 31, 2022, tax years 2019 and forward are subject to examination by the tax authorities.</span></div><div style="margin-top:6pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-style:italic;font-weight:400;line-height:120%">Tax Receivable Agreement</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Holdings LLC intends to make an election under Section 754 of the Internal Revenue Code (the "Code") for the first taxable year in which a redemption or exchange of LLC Interests occurs. Pursuant to Holdings LLC’s election under Section 754 of the Code, the Company expects to obtain an increase in its share of the tax basis in the net assets of Holdings LLC when LLC Interests are redeemed or exchanged by SFS Corp. The Company intends to treat any exchanges of LLC Interests by SFS Corp. as direct purchases of LLC Interests for U.S. federal income tax purposes. These increases in tax basis may reduce the amounts that the Company would otherwise pay in the future to various tax authorities. They may also decrease gains (or increase losses) on future dispositions of certain capital assets to the extent tax basis is allocated to those capital assets.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">In connection with the business combination transaction, the Company entered into the Tax Receivable Agreement with SFS Corp. that will provide for the payment by the Company to SFS Corp. of 85% of the amount of tax benefits, if any, that the Company actually realizes (or in some circumstances is deemed to realize) as a result of (1) the Company’s allocable share of existing tax basis acquired in connection with the Transactions (including the Company’s share of existing tax basis) and increases to such allocable share of existing tax basis; (2) increases in tax basis resulting from (a) the Company’s purchase of LLC Interests directly from Holdings LLC, (b) future exchanges (or deemed exchanges in certain circumstances) of LLC Interests for Class A common stock or cash, and (c) certain distributions (or deemed distributions) by Holdings LLC; and (3) certain additional tax benefits arising from payments made under the Tax Receivable Agreement. The Company may additionally benefit or retain the remaining 15% of any tax benefits that the Company actually realizes.</span></div><div><span><br/></span></div><div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The amounts payable under the Tax Receivable Agreement will vary depending upon a number of factors, including the amount, character, and timing of the taxable income of the Company in the future. As of December 31, 2022 and December 31, 2021, the Company had recognized a liability of $17.1 million and $13.9 million, respectively, included in accounts payable, accrued expenses and other, related to the Tax Receivable Agreement arising from the business combination transaction and subsequent sales of certain assets. No payments were made to SFS Corp. pursuant to the Tax Receivable Agreement during the years ended December 31, 2022 or December 31, 2021.</span></div> A reconciliation of the statutory federal income tax expense to the income tax expense from continuing operations provided is as follows:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.250%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.530%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.348%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income tax expense at the federal statutory rate</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">196,400</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">331,431 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">710,842 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income attributable to non-controlling interest</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(186,931)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(308,995)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Income attributable to pass-through members</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(710,842)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(6,658)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(12,595)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total income tax expense </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,811</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,841 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 196400000 331431000 710842000 186931000 308995000 0 0 0 710842000 -6658000 -12595000 2450000 2811000 9841000 2450000 <div style="text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Income taxes for the Company at the consolidated level are primarily federal, state, and local taxes. The following table details the Company's provision for income taxes for the years ended December 31, 2022, 2021 and 2020. </span></div><div><span><br/></span></div><div><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:39.104%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.344%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.636%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:18.348%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="15" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2020</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Current income tax expense:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(118)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">73 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(569)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,424 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total current income tax expense</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(687)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,497 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred income tax expense:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Federal</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,916</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7,494 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">State</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(418)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">850 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred income tax expense</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3,498</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">8,344 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total provision for income taxes</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,811</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">9,841 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,450 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div> -118000 73000 0 -569000 1424000 2450000 -687000 1497000 2450000 3916000 7494000 0 -418000 850000 0 3498000 8344000 0 2811000 9841000 2450000 The company's deferred tax assets (liabilities) arise from the following components of temporary differences and carryforwards:<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:49.484%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.315%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:23.317%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31,</span></td></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax assets:</span></td><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;border-top:1pt solid #000;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net operating losses</span></td><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">17,775</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,831 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">483</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">104 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax assets</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">18,258</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">10,935 </span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Deferred tax liabilities:</span></td><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Investment in partnership</span></td><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(54,589)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(40,817)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 7pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Other</span></td><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">—</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(2,502)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Total deferred tax liabilities</span></td><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(54,589)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(43,319)</span></td><td style="background-color:#ffffff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt 2px 13pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net deferred tax liabilities</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(36,331)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(32,384)</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 17775000 10831000 483000 104000 18258000 10935000 54589000 40817000 0 2502000 54589000 43319000 36331000 32384000 18300000 54600000 17800000 1400000 16400000 0 0 0 0 0 0 0 0 0 17100000 13900000 0 STOCK-BASED COMPENSATION<div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of RSU activity for the years ended December 31, 2022 and 2021:</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:33.987%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.548%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested - beginning of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,812,320</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.75</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,458,883</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3.61</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,193,510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(963,772)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.72</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,430)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(301,630)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6.57</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(374,760)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested - end of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,005,801</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5.30</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,812,320 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Stock-based compensation expense recognized for the years ended December 31, 2022 and 2021 was </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$7.5 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> $6.5 million,</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> respectively. As of December 31, 2022 and 2021 there was </span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">$14.7 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> and $15.4 million of unrecognized compensation expense, respectively, related to unvested awards which is expected to be recognized over a weighted average period of</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%"> 2.5 yea</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">rs and 2.1 years, respectively. On September 1, 2022, the Company granted 2.5 million RSUs to team members with a grant date fair value of $3.60 per share, which vest 25% each year over four years.</span></div> <div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following is a summary of RSU activity for the years ended December 31, 2022 and 2021:</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:33.987%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.548%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2022</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="9" style="padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">December 31, 2021</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value</span></td><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Shares</span></td><td colspan="3" style="background-color:#ffffff;border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Weighted Average Grant Date Fair Value</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested - beginning of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,812,320</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.75</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">— </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Granted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2,458,883</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">3.61</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">3,193,510 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Vested</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(963,772)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">7.72</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(6,430)</span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Forfeited</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">(301,630)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">6.57</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">(374,760)</span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Unvested - end of period</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">4,005,801</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">5.30</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">2,812,320 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">7.75 </span></td><td style="background-color:#cceeff;border-bottom:3pt double #000;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/></tr></table></div> 2812320 7.75 0 0 2458883 3.61 3193510 7.75 963772 7.72 6430 7.75 301630 6.57 374760 7.75 4005801 5.30 2812320 7.75 7500000 6500000 14700000 15400000 P2Y6M P2Y1M6D 2500000 3.60 0.25 0.25 0.25 0.25 P4Y EARNINGS PER SHARE<div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">As of December 31, 2022, the Company had 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 pat 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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Basic earnings per share of Class A common stock and Class B common stock is computed by dividing net income 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 per share of Class A common stock and Class B common stock is computed by dividing net income 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 12, 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. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Prior to the business combination transaction with the Company, UWM's ownership structure included equity interests held solely by SFS Corp. The Company analyzed the calculation of earnings per unit for periods prior to the business combination transaction and determined that it resulted in values that would not be meaningful to the users of these consolidated financial statements. Therefore, earnings per share information has not been presented for the years ended December 31, 2020. </span></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">Earnings per share for the year ended December 31, 2021 is based on earnings for the period from January 21, 2021 to December 31, 2021, which represents the period in which the Company had outstanding Class A common stock. There was no Class B common stock outstanding as of December 31, 2022 or December 31, 2021.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">The following table sets forth the calculation of basic and diluted earnings per share for the periods ended December 31, 2022 and 2021 (in thousands, except shares and per share amounts):</span></div><div style="margin-top:6pt"><table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.443%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.546%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">931,858</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,568,400 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to non-controlling interests</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">890,143</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,469,955 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to UWMC</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">41,715</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98,445 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Numerator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to Class A common shareholders</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">41,715</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98,445 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to Class A common shareholders - diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">41,715</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,064,606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Denominator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares of Class A common stock outstanding - basic</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">92,475,170</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100,881,094 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares of Class A common stock outstanding - diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">92,475,170</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,603,157,640 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings per share of Class A common stock outstanding - basic</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">0.45</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.98 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings per share of Class A common stock outstanding - diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">0.45</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table></div><div style="margin-top:6pt;text-indent:36pt"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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 year ended December 31, 2022. Under the if-converted method, all of the Company's net income for the applicable periods is attributable to Class A common shareholders. The net income 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.</span></div><div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:120%">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, 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, 2022 and 2021 using the treasury stock method and the impact was either anti-dilutive or immaterial.</span></div> 0 0 The following table sets forth the calculation of basic and diluted earnings per share for the periods ended December 31, 2022 and 2021 (in thousands, except shares and per share amounts):<table style="border-collapse:collapse;display:inline-table;margin-bottom:5pt;vertical-align:text-bottom;width:100.000%"><tr><td style="width:1.0%"/><td style="width:66.443%"/><td style="width:0.1%"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.543%"/><td style="width:0.1%"/><td style="width:0.1%"/><td style="width:0.384%"/><td style="width:0.1%"/><td style="width:1.0%"/><td style="width:14.546%"/><td style="width:0.1%"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="9" style="background-color:#ffffff;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">For the year ended December 31,</span></td></tr><tr><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2022</span></td><td colspan="3" style="border-top:1pt solid #000;padding:0 1pt"/><td colspan="3" style="border-top:1pt solid #000;padding:2px 1pt;text-align:center;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">2021</span></td></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">931,858</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,568,400 </span></td><td style="background-color:#cceeff;border-top:1pt solid #000;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to non-controlling interests</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">890,143</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,469,955 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to UWMC</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">41,715</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98,445 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Numerator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to Class A common shareholders</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">41,715</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">98,445 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Net income attributable to Class A common shareholders - diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">41,715</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,064,606 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">Denominator:</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares of Class A common stock outstanding - basic</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">92,475,170</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td colspan="2" style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">100,881,094 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Weighted average shares of Class A common stock outstanding - diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">92,475,170</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td colspan="2" style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">1,603,157,640 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#ffffff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings per share of Class A common stock outstanding - basic</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">0.45</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#ffffff;padding:0 1pt"/><td style="background-color:#ffffff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#ffffff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.98 </span></td><td style="background-color:#ffffff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr><tr><td colspan="3" style="background-color:#cceeff;padding:2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">Earnings per share of Class A common stock outstanding - diluted</span></td><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="display:none"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:700;line-height:100%">0.45</span><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%"> </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/><td colspan="3" style="background-color:#cceeff;padding:0 1pt"/><td style="background-color:#cceeff;padding:2px 0 2px 1pt;text-align:left;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">$</span></td><td style="background-color:#cceeff;padding:2px 0;text-align:right;vertical-align:bottom"><span style="color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:100%">0.66 </span></td><td style="background-color:#cceeff;padding:2px 1pt 2px 0;text-align:right;vertical-align:bottom"/></tr></table> 931858000 1568400000 890143000 1469955000 41715000 98445000 41715000 98445000 41715000 1064606000 92475170 100881094 92475170 1603157640 0.45 0.98 0.45 0.66 1502069787 SUBSEQUENT EVENTS<div style="margin-top:6pt;text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">Subsequent to December 31, 2022, 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, 2023 to stockholders of record at the close of business on March 10, 2023. Additionally, the Board approved a proportional distribution to SFS Corp. of $150.2 million which is payable on April 11, 2023 .</span></div><div style="text-indent:36pt"><span><br/></span></div><div style="text-indent:36pt"><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:10pt;font-weight:400;line-height:112%">Subsequent to December 31, 2022, the Company sold excess servicing cash flows on certain agency loans with a total UPB of approximately $33.2 billion for proceeds of approximately $156.0 million, and MSRs on certain agency loans with a total UPB of approximately $23.5 billion for gross proceeds of approximately $269.8 million</span><span style="background-color:#ffffff;color:#000000;font-family:'Times New Roman',sans-serif;font-size:12pt;font-weight:400;line-height:112%">.</span></div> 0.10 150200000 33200000000 156000000 23500000000 269800000 EXCEL 107 Financial_Report.xlsx IDEA: XBRL DOCUMENT begin 644 Financial_Report.xlsx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ͱ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�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•&CCQV)C("*&5K@7@X@7B=,F\C#IC) M$%#PUB(NE$.FL %I)QGHKA.Q(&5(G3-]3DA]6B9N'U&GL8C!!'"SN.1.IHUK MQA4/2D/C',6UB#R@B!# #$RP\C&=7689,R1#QG#PC05,"P7D"#(G9X.I>].H MNKKGJ/K-EN*;!-69CEBXPCKO(^="&R-@O0M4> )JI7@9U$G&,*K$N [JW)?T M;N,=L)53V$99BABV O$(TJMA>A"EU'MAE0XXWD%073U04#W1B'JO'+B7BGL, M"$VEL]QQ*@CGGEPB7Y=0P];R=1WY@G9]_P+&#&:@XBA& ;Z8T1S0L>!(4J4+ M;0V#=;4,JB\SJ*Z/C6L635?G1-,7'(M;!M.5T<)9JWSA*=?1:<&CBJH@D6GA M':YQ]^'TPO\$W,6%C)$%,!,4SI5Q-4H;\\@1&FAPC%-:W#:8OC$)HV_<<0!] M';*24V2O;-X0^M4XZ'V+_>XH))#\L^I801J#155,ZI/4O7<24T0>;O/P@*[M M5M6/TE"!L*G%8]9RZI;M3;C1+MH^[RX, MRKCG"*>^VQQ"\?!KIYT++8U1$&3B>#"2N*G1O*BRRE4EZ!$$)K_J6?L4QL)? M7,@]C]V'^*W7^98F_R4H5_NT\<;Z=@?@?Z&'=Q&%>W2-2<>[A@=#6 7UZ'3\ MI\_;C9RU&S-"]+(<+ S+%IB ,:T$,V=TSO_:Z+ .^#&GWV/LEIL\(%/I;M?K M]WO?8[^9Y?;CFX\@I_V3S?'U3DQ;8Z4$7] 26+N_M0,,3M%+CSKNI5 ?W _K MZV%:M^&SZQ5T*601N"8>K!D.#HP.X+X$[ZA2#G-551'#&NN+]Y/^@F'?*0^->VA.XBFJ&+!7LTC^-#:,L _Q[5FUZM MJM\#M^KJR_2Y ]HXM&GY N@!\]I.QGB,KHGF2D9Y.H7.?'CRKZ/3#]IF4__E@BU9*\PO6[K!!93GS/EP0B& MF])>7>,WZ$^(!8Q"PM-+T/3WS8R_J7G#4VCJSWA)1_(BWNW&$LS2(OZL\5O[ M]Y$1T^LF8[&;WOP-6IIA,BG$-QC<"( (]F1GF,IH-MSP-&VF-CKMXW;:D(<. M%S"2Z1+<_T?:Q G?DJ60/*Z.K;[RF_V] 5+PK9V+.V:J!7CJ;^[WK#A$_CGP MT Q_6):/K-8!HOYL='HV65&_^=\;I8D 3P4WJY]'85 .\V_A]Y'O!=?S'8W# MV D)(AL# ,(_RZ^UH;\'L0L=[L!@]$]Z>=OV9 @_#>+@25FW%ZQ^E?DZ&+NM M('(P7^U* .[$JEUJ69:3E0-#WVR[8UTIF7!;$J#!E?2Q/9A^=6_8;U0G,6)8 M9J0.XJ072Y'WP^!?S?8XVDZE-JC#EAAPWZ.1'*6("G)* M*F29<](G8@43-YZW>HO)+;9:H,# A05L>#HXM26N7D4QKN%U77A$\6I8=YXW MDR?\TB-6DF]MG=W7#8++58G\.=*RJJ3G7 5[+*A0QF/'%3>@ M5BFP+*R@A&M=V'+'@F*""9KHUZQ" 2+ *IJ7LJUN>)DG!58H#VMN*A+;Z0W M]MR%-[[H]/S7QU4HVAHI5+[VB>[1]VP/%&!_][W8W_6B]?;#$?Q\UCHZP'M' MK]-G?%ZA4CM:N_M'^Z_"T?[1BT[K5:?3^OD5[[]MP<_OZ,ZK#^WMW?398;&] M>X#!F"\*YP(N(J)21<09+I#%5L.O@EM!)&.>;$R6@:V$2*$(%BLCG ^:FY1+ MA3U8&=$*;PK.P2V*@%(GR?$& VWC^UWN]NO6[L?&UNM5XV7.ZW==ZVW MKULOW[W^V%@H[#HC]TM/ U[>@-D&,ZP)L<(&8>$J#88P&@HEA2UX-+:XQNG! MAU*5#[$J[&TG"_YGV^_#V@7B"U"5[+WX9"H9-/[*=N6@U\D&;6DG]_H UX=M M?S@3W'>QTXYPN7$<3\=?+!V"I-QG):!_!V\E(?G!L!UR;?=Q8E%V)%(2(ZRC M(P]DRNH!%V38]^#^Q%3N?/K%E=L [ZZR($]@-0?[*_D5=M@Y'7U_%$=).0C# M$Y#9E%4+%G2Z+==N_Q;[Z9O0GIFFPM=#S^? ?BGK>8FR_5 M6LDOB#^2<],^ M[9Q!^T_;@Z(=PVQ,,>]]Y-<>#T_3GH4=V:;-'$<\[K:+LRJJ.!J[JFA\,4PQ M1C#Q!X.T5Y@:#F-?6OSPM=EQ*D,Z!T.;1/)LQF_(DS'UU?3 V496;F4GW0>^ M O0P;=5 YS(D5TMR?GOU@EC.'[07[*?D]12VW6]\LQUP '-G4X?RC%8ATY%W ME%K?S!8@3-_&EJ\JYY_8L^0A-L7AW[ YB94;GSFVD9?][['3RO^43TN-2 MA"L,2[L0/+?>R!\=84Y.%(BI;7;%EH^>"XDLOT1C]:[$YSTP!>T=1'/==I'XS9&BZB\WIT8-!&W4E MNXTVN9M?TT:?340,;>C-Z;@WTT^U(:EN'M&L#5G'>FF\DGT\EM&I#LT*VDB; M'],[&5PS@?Y&EL_2R.?W8__L;WN6E?)-K_]A#&T[1<;;M0AS/H)E](YO'WPQ M+A(?P=5PQ@7$.=;@:G"!*!@>EHB8S?=/9WWL/L6Q^BE"C85(--$8[ S4]) M%,PZ*[4$0W/C.6%L"1?/;)#[N@09UD:-%5&"&<>#%\9K&WGD4A6"*%*>O\,C M <"U -RQ +3@N8D'8^?5:_CSZ0>(@M$%I1P1'0O$10 @**A&@>$8K"78,;WQ M7+!-\7:8D&,V(E]P2Z@^GT_718 FP0,,;.(>RHCI2-=O+Q+']' MQ.NR3Q>7?3)UV:>Z[--:=>)&99^N$+BYIQ!B6CNW MT]G9?.AO-AJSU0U5*.:LBL/D&?JE(XGOOPBOL+.J0$(E+N5$/&\EL0@+"=/G M'7'.ST<&USABE;S,:@_W;!)TN'"!&SGV:8?*#JH3;H/&;SFPU!M":\+@]V=7 M*\Q-\HADOOK)>M8'S4S#T;$G@_AL],.?H3TXZ=BS9^UN[D:^Z<_J8=4BN(04 M,4] >7F"[.DL14+WTS[\":,W5Y@Y6D(_K\- MMC'ZWJ@/H.OQGK]Y4>AO7BIWDZ]6BV%> M*T].&[G$22,-Y)_K)9#),+W"O%S>W5]KS$@]9M<>,WP==%NTO[V/$>SO:\(> M#-PC8=Z+DMMZIAI(4>W$K3P27CK\\Z)[V7WGRO&\*./&:BUHR\7Y_\[/X-WU M?[K?.=5VI3I^G<1%'R2X^HKC*+DQVCE,M*4,IS1^S>DY3-QL)D9R663D:GL, M;#U#)H=[QS\Z.T=>[!]MT;W=KS_V/[_G*0,R93&V7AT>MXX^?=\_WH,VO_ZQ M?_P)C^Z!=PWWZ2?9^MDYWGZU?[BS^Z:S_^H@94!"F]_AG;=[M+7[XG@?WK6] M^^9X?_=#L=W&Y*_=UZ?;'['8V?6L]?V+Y518QPH4*'.(.R^0+9Q%'BLC S4< M4[OQ7,NFDG1A;^*1ML0OL#?O3$?3U6OJ:HVU-Y[,7P!KEW?\&EA+26&ID;+0 M3O 0HL5!$JICB-PI(HJ*%[K&VI7!6C:'M8QB'(-6B(%'AGA0!#E!'+)8VLB$ M$BYM1TC3%'P1:VN\J_'NE\([5$=,C7>K M@W=B#N_ .*HQ\2-1_@EJD)6?(.&P*0H0/'FQ++IN,K@W>73NF4>TIKDU, M8ZLJAS-8PP#&W%B?&WNCUYNOI6O*6OOMM\T/OA[(OCRT_8,8=GL[H[/,5\P; MK''W"KA[MN#3$XZUMT5*HRC IV> P,X&CK"+1@I2&&+#QG.AFIPL%NY:(Y]^ M.;3>JQG[JR#,K:VWV^:@UPBS2@@S[\D:18*,.A'L>($XX>#)4FZ02OG,,E!2 M8 J6G6@R?%Y&?]-Z$2DQS0RX(,CGEPWA[E&G!=* MRR)2XM+Q)=D4Y+PR38^AY4]^V_FO\G1M/]I45R@T4[W3-?36+@D)7@EEETS= MRJ'L%=ZV7B[X;8D%4\AHD= : M4%9(C*P!#XY9KG!@8'%YO?%'T=5;\#OZE6 M]=53]7D'BC C&0;=UDQPQ#'\I?-68!"$>^T+E\A)J&YBO>A U:K^)%3]#IRG M6M573]7GO2CFO)><4^1)*H_EG0)_RC%DE(LT4*(]\:D,0).:12_J453]R>]Q MC?-V8RK4L\89NY<$JBZ[K]HMK0[P,1"7T!NFXX"C*5C;M(O;IO3>_0"MRKIU M^[U#I\#P-(H)\#R9B%9'BJ7@4A>:"A.6%RNM\S(>:T7ZN.!G%A@+18Q%LH#% MB#.5:M(HAURJ B \>!\&_$R)F]P\A?W!NU/B1]YW^'7A_+99=$\7SF^?9E6O./<)10VH-J36DUB*]2<>-Q_>-1)?%!633YY*3?^Y&+*'?.KE=1^&9>OY[!M*G9VNV] MSHTN:3)V>W^/6OQBU."K 9Q93X"[1:6TO9^M]U^DD [^,R@&85-J#GCO/&A$ MN<>.<:ZE8!O/"5]24+3AREJBN67*TI)Z3-1DL-;/>< "L&IO_SSXN;^[!=;7/^W6V];7UO'K[P!07_=^>K#,_M/>?[4' M[6X5K5>O,5A43E$EM'2"T&M M#%QH,*$MER9Z/E\*\I^M#^^V7OSUNO&NM?OZP^N/NXW7K=UWN^]>?[P)0)#F."P+FO#C, %H9(Y'[5>ZTJ5GQ(_1J9#BWF$JF*5;C@HN17@ MDDMV5[H&N-T=5 9%@ GJMUU)F)C(F1ND.];+_/;G&12')"E:EA+Q.3@CV0:->S! QR]560,!\FMI.2YW$03VQFNH0.)'[KQ"A3VV M!\?Y"\E0^IIY4VPF21^3YTPQ!IV"%F;3H*+VW'PRM$_;$T$!W4\\-,G4.ZQ, MHS%;T&!F\"=$,7W0]7["H6XLVKX-/V\VM@:5";9P;5:,X'W9"\]F65F\=S#L M5.1%8][6P8+LI$F;<'J"@=OKE])=$9U.\0E^JQ!G8@3&C#F-WQ[34JVXE%?2 M<_CGW>M''QJRFD/S^Y3$)B@X[H78>5*LNI5F_D]%;9RT#];ETG284<&1IL)2 MTNUE!K%A?Q KCW#"05SZB=625#U\R-3 M98PG4ZO3_ H) S-RPX<9I\;T;#G$U.]]:X((0M/,U(%IK."3 M1-+7C\D0S5Y:B0ICX,DWE\@T]]ALAV19A,%(_.#9["I'(4/68##,B@#S,;:@ M.HMO&#\V&TZ3>9[N*JG[BJISB2B]I#%/O1E)029[XVCA=50S#%WAF$LJ3T/AK"P]/JS=)6;C0_C^Y:U.VDR&.%9::_IP][R M0 B=I?(:>Z@[Q8MQ0T?N[+ONQ\ED;.6Y^(4=V:/7/UM;7Y2-,GKN$(PZ11Q; MEBA)(@I:N\)*+YUW&\\7T^3^U1CMM4U,]TKB2RD?X=0R;$+@=> MSL8<]&6\&P0UJ6#RZ&9X4T\2NVMV&=*=T ;;[LY9,,GVN 3E9@R!V"DI/+/B M34A3>R?YWH0L$V<3VGD<[6#" -:_4#'F06!V$)*6EC@X,9-*P*D6T(P9C3?^SOAY98Q\TF98HCLQ',10F>FC]\^LM+-[#!?QMN<&/J:WL;199"6=C\W& MRT/;/9C8M-.25%33?+&PI(DOO>5RWA/S:[IW8R<3"5?\NW_\5EK+OV\LG=W! M*?Q3"A+<.O'29\4>L+-7M:8*%<7^-V@/"'490!GMTTPO7[.+\:(>56&=.+;: MYA;XU*?2G("63>S+:E6\!I_=Y1;=\I#W92'LN9!W#)X2AEF4E')GA*&:DT(; MP2551HI5LQR76#$ETI36X9BT>XGY6/1[QS/V0#8@QG-?&?)S-R5Y_>?=ZPF0 M3:0!#)+!8G GZ\8L9L-31Y;69N-%]'8XF-WE#+TXR+S>A_9;>65"@ICM03?H M]5V^D-I21;[&;F2_6E%@E$K[QD=P4BK].YWJ>+JY'"<08C"GQBD&G9+^O'W0 MS298=[2O6G5]+@J76GI.<&W2X^63E-VB\@G3>[I3VEW=GEX\YTU7$59H:^9- M*$W=7DGWG9X[1=D^B=Q6/-,C;WK,T'7S!:TT-?-,N1B[PN/R3UI:=XF7B,#M-\9PU M(:M]:$/WYQ[9V?K"K<5I>Q-A[TTJ3HR1!;\#6:\+B@68N[[8>$X(V527<-16 M>O*@8E!F3):*.7)GZND^9[HI3#?6$1=>!&1<2.34FB$GG(3ICC0$0FV,+DTW MVV273_=2B)JUO*= KS+!$]SYL6Y.F417Q\ $\;WA*9ATW9 W4,#K\.V3E/96 MV?#C)67JH9D[\:$3X98C5@ROHJL%]1Q!/:"M@R^4%84G4B-GHD#<*1#9:.$O M,$^M=5$71)A'[1_HL!W L7CV"XGEU[/M@R^%-80H4B 9(X;ELJ (?"6*K#4. MUDVLK8T;SXO>L%_-7#)5+TI!*ZA0TNG""1JY#@& F*3 G[*,1^_U%5+0$I:\ M [CL#Q-2[L;^\0RRI!E[%H;][[U^&,3N+P#.=4\/!_.Y8[!NC5WQ!2=\I;!EN9=_N==^D6.1G;#9 MA-1QWNI?[U[L?$@NY<>=-Q]@F1^F7)7!21_@>L8=^Y^4G@.+[_ XQ6QR=F32 MCN225O[3(.VO=-%,X"8[H.#_==K'[=/2];N=.[:Y.'_G9\6'I^;Q"5-7#:* MTW]?/2-9X7%&\F%_]-H3>Q"1 S'\"KH.;WUF.]_MV6#CC]F@6;N+YN9K?JC/ M'="BN+4^=\_ M[-IVXF5:O;NG@]R'):*[JAGQ]*$RXK?;W9Q7.?+'5RX7GFV/#N\R/MY_PSN?6X;P-LK=[V$GOV3OZ M=)9SW5]U#O>.WW3V/K]GK>-//\#^R(>!]NB;E!Q[UMKZ8B0XBUA&) T&&Z2P M#!D2)&(L8K#]K.96SL?:I?I /ZPLNK-<\,@DV)BF( 2,&S^?"MW9:Z.5. M:_?#SE]_O6N]':?$WR05_O)WS[951,*$TS$H+T%[J*8&7+B(->9%-+Q8ZU3X M9,=4MLEIO]>9/:$S"CN,,WS*S2/ FF[O&%1L>BMX)N7G,'9RRL''-Q_!2NJ? M;-ZW%B7D=W7-?&GN5'5YC>--Z,>YE_$F.??:18\E;!,L@1L]]N)K3/.[;RS=Y$:N M2V/7;&0%OIIT75) \=+:J&;AJ^O! #\*&C1&\8(KE%3\90:#S S&;45D\:OK M,2JI! "L/9_24G87TK&NXS ^--B8Y&3^RN-1R\45Y>*!V$T>M=92RNP?V[C) M':I"-;/F\,N.'0P:6XUIT6F<*SM7J#=^;H6=U:Y$?LV*KN7)HKE=[>"4IT%K MR[C@T@>M&*&&$X6-I][@Y;O:>-ZK+*#W]S*I25>OKWM%_ M.MOTS>%^JE;U"MX)]VT?P3N/]\Y:Q^_8_M$GVOJYMU"I:IM^:&\??_JY]_E- M9V<7WO'JT_?6JZ]GZQU]*'8_HA_S'.&8.F\U!9Y3S'B ME'/D3+ H>LXC9LH:S#:>&]H42C2-XNM_!NXL/=UR,]SAEX6: MEY1D>''6ZG6G@G;E5U;F?,NZX,_/A5K2#G-C-6(6$\0-)%"&$:P MW'@N-I?0F-3(\ZB*^J\KF-DU[-VZ/.A2<\MP9V/0A./H>,IDTTPHJU*)T&AH MB,N++M?FU@/#77M<.O_']NZG'ZVCK2^*:A-XU*@@,2 NA4+6R *)"!/F"D [ MD^PMTI2$-AE>/!BX8LA3*_]]*O]2F^=FRE_;/(\& FP>!+ABT7I2(.:U0=PS MB9RB::\03!X2L5+<)*-'K;SZ/X:V_.MV\:R;D4T]:H\GN_I+ E@O&E>*?:X[ MU_A=1*D8TX5P3#$;/1=.I!*XL1 L&E$$'UT=I5H1Q)R/4F$F0_":H>AC@;CR M&#EG&0J"J("]=UCBC>>D*3!M@@755'KQD-D:N8MW2&9^1SP7ORJ,+#7 ;@8C M-S/ _@88ZY[6)MU.U&NEQ;( ^HQ0M!'\*% MM@'<%^*Y1R %"NG %'*,LPBFB=4A9!.$WCKJLPYFP+W$=M8P5ZGB$D_5+J[& M)OYT@^-W$>*!M0]'HK6.2G-*A36**,MED-%KKW0=XED1?)P/\3#OJ):$(.=Y MD0[,,*1%\,@:)[$56'I&LY%C>%-RT52RS@BH]^56*2QT,^B99>V+H:1/+91.FJ1IMPA3EU MSDJ'5%#4<&:4X+:TL%A3:MK$YM;1"E7X@Z26%A M7DR!E/8>I1 ALJR@J,#1>&TIF*I%9>:LNK*O2#QJS'"^4+QMW9EQ+BQ-4E7X MF)0)']?\CC]\KLR_-!^I"=\XB+F^?BZB:0%-^O# DUY9-4A%1E)IN/+SE[.?_S9^1S\6L5\5]IXP.WP\M:EH;&.$-(.* MON'W9C(XF@T[3ZU54E,T&[^U?Y]JU^QW1KU=WL*MA<]_:\/#2D:G7)8SDUZ MX5/50$_D@\-^"K4W3H:NT_:)KSIF&@RX><0(E N._S;']-P>%ZI=:-YL,W[/ M9;\'0W\('1^>IKIYH\G+'5P8IU12YE*)^-[N="I"M%1!"L,.7/"5K2G"4^+=L. MH&9HQ(;9ZT^*_(TI+K\?QOD2.HD1(E?+^Y8?W8T'N<8>_'!:<2@DIJ/!R8B' MZ[(:ZI.LO9(-[70\V-#'[MGB:#\ 1<.EI97F2M(81Z/6(A2!*\X+942,QG(' MMV&I"[5J$/9J0AQS*:/9++? HQ;('0Q@P,\G=EKJB#D=B'?!.P7VO&=*%][Y M4.#"XUC8J"XA)U[PR#ZFE[Q(R)*&)'8'66RV^JF8<.8S>'$V^=&LJ92BYY:M6ZM9-'J MZ=/W,\MDR6]1'7PCM1R>-5$GY6 MYLFYZ_I\4;**+B^S+XVMB5'5V]DL^$62]T0\.KZI>EU90+@-;?2G$R:6Z[4Q MC611<9E=2 V5'N4G;%4Q ^1]E@N^8G%;MO'\O.*B#UM#E#U4#=$/8[[%EZ4U M^&&*[.Y-K[]=,2Z5TMN.@Q4L,CHN= ZKT.[^8>OX_8_M5_]IMWY^.-Q^N\?W MCK9)ZVC[._S!K9^'1ZW=O85"Y_ .TCI^3?=?O?Z^??R.M=Z^_KY_=-C>_OF) M;O_<@C_OV<[;])Q6L?/J]=D7K%34$4?D"#:("UA[K"X$@H^, 2N#4+E08I0K MHSUSBGE?<&*,L=Y;K;%0 68F^OGRA1]>O_WTU];NSH>]1NOU;N/SSH?=?S<^ MO'[_Z=V'U]NO6Y>5&KVQG_VXF'WY*,U9X%8R'EQD(H*-[@'RBZ 8+.$",\L# MWGC^LB+\&J0RH2$18<%X?$U.RT'L^LRDTJW :<(_.AAQ8&4:7(#:1".1'W/< M[N;2ZLGM^0[J<5A1$9?.U Q99";\2C]N=,-UU'$/FNJN8\(8G M.0)0>HN=86X2P/AQHNY-/T.GQZ^TKMT!?$XW)%+<*2K/M&C&PPB2X> MVDXQ64)&_F#5LF0X+ :&[D1N']UL.\<(N4Q YP1:FX!IP0JB ->CX-HQSPW1 MF!IF+"W*\DWMP0Q)VU@Z1^QV"U+:''\T%M74R#R)HRN=-CPQI+F>%K/FM(QD M'CY8[:WKM >')8_OOS^]:C;>MKNP/C2V;6PVWD"K0O[%Y^>_L>G:^1._.NAS M^>"G'EX6V2@)#A.! XP4('-IE$U(.*=4^#R4L4MP!IYP'28E0X7U2AO/6>"2 M.,N("85Q+$JF"B*ORJ2T73:D%4\_IV94%D( Z^#E&*[6@F+IP4V%UL^MGU^L MC5H(KY"@FB:")8N:4:CZT%*0-J1>VF]:3 MREJ$-X[LPNK"7Z/6U7*P7 [>??_BE&,:+'5DBL*AM#F(--<<%8Q9QJVB6LN2 M:$N?3[15.H_+D3SQ/5RO4,*-1&.6\;P"AY'WD!JR0IN2#S[/G_ 76-J9NZ2D]2$1ZV6/?=9(7%Q5'M^5 M!K=S57QI_E"^]$Q8N!M>5T&S%R75[]\=Z,F*^,QGVT=;W_:[_SG<_]GC>_1# M9X^^^;JWV_JZ]_D3WG[[G\.]W7\.LU(/MH]=GK:-/29GP_O\[Q/[XGZ[] M;(8[1X='^V__.=K[#,I$/QSNP[/WCM\ MWO[^)9# .-8$L<@#@I_ ?[;@-6O*271!X4#<0M%_+XP*A:*%317L//Q=!< M!1]12.'FO>;7VW__M;/W^G7CQ>O6ZS?O=AM__[75NJZG7!74)Q3D[(8[29>W M>[:?C%*J(@6%8AS^!_JEB 7K "2MH#'E=C^*F3S-\CPR3A/M6 "9[N9@>8_/;U]S*F['O?RMW9V6U<^ L<37O<.,XPETA&IW[+'NVQ_0HN1J=R M&Z=? %[G2L;KRT!L&4H?I"[VOL=QX#=O7Z9]UP_Q6X3I;GRL7.:TEN=[,N-: M%ITY6NTT$H-&: ]\/^;-VQR[./6':5QG!^;:B_^- &^9%3 F1\P"\7*J50GR M*A3L;U?-GKE>YC'M%/GBRI@-CX".VS\2)0HI'/?<(B$TH*-2$CD,?T4J) N2 MA\*F4H^+>4C_RK[EE!I5H9LYU9E(:7,<_X'_ +4Z8[Y >- MJ'MO)U+HJC*U M739V*S=]^N( )&JT[&[EK(FUV$Q]!(%[_WW[X O!#&"<,Z0\!8\D%AI9$S$* MNJ"2$Z6I@V6'-L62#/]T"F]:YC8;V\N!:4KLX&?P$5)VQUC$'C,"]-#BO1!8 MN00R7TWC_O27KB/:C^QJ/X9HLYWW7S@!=XM)B;1,N=S>3 R"P@9".E+8C$S I*-N.O(2(H&8D64 M8,;Q #Z"US;RR*4J$DL8RS*"1S*":QEY)!D1VUM?0 08.*P."9(J;ENKP5,U M&L$\$2VT$H4J-I[S2V4$AAC6P+4FM;[<.RT3"@>79!0FW,LZDX1[-EVTRHSI MQVJ[J4PB&=B.[;?CH)D3H=J#038JTC=+/NH)!_7R5),R81J,E.]G"NQ^.-H[ MVN*M5P<_M]^^QZWC/=J">_<_?_J^F)'X2;32,X\^'*7 ;NMM"]YS@'=>;7_? M?_6>[A_MX>U=Z,?NBZ)UY 4L),HPIK"TR#A*$4]LEHX58$0;)Z*RDFI'YF,] M4<-% 'T0J\"%P58S17A0+&3(U_,QK3=;[SXT_MGZZ]/KQO;KK8^?KI3_L9R< M_M(WSVU&V[1+1371!!Q0+9R*C/AHN"V4Y(G,?O7S3)+0-KXEJ4V[YJ/ 59D; M^6GSXV;C[=;6WREP,SDM<'IHTZ;K,*7OI="ZCP!1@$=%=IE3KGOC>P2D L ) MC8SNR^],J?;9 ^I#^PMXGVUTVJ-\BC+;,)\& D\D?Z6R'UP\_1YC-Y\<2!Y5 ME:]R8M/!G_9)3M2LSF1,)^@EZ-MLC/9G<]RHTM$1I#9\2EML%VU?\3T5C6(R M.E//&N2MA;P/?7K8!PNI$P&C&X=M -*^/SQK_/97_@" /?]0XCS-P#SU ?M] ML\R4G'FE/>>EHW>F?DW>E.?L)&8Q&IWIF.M&3D1I'W3S)]W):8]V]V0(71D. MRB2)$,L4E_)8Q?(V;#9V7,IIR9RLU?UI32H3'_+LIE][^4LQ-%/*9*<-ST^' M5II)%M+YG9Y+C%KP:=Z@ 37($< 4_OQFVYW\[&I.V]W2 (-N;#8^=7L++Q]3 M'4]GD8YS[81!]U^SN%=M%^#)+=8!- Q/S[]E M@27OD4;7D(LW!I!!1*X?[5=D"WC ,]OY;L\&&W_,BAW( MW-S0SX_:N6-3%/]@C_LVG8B>;$) 7(?EDCA\L2NRPR9.<,GB!"<4ZEZL>+,!J<*\'P*+&DA M;"#%A89/=9 7I6)J]PR=^8G/4NY%VU]!W:M5^S'#KGE)HG\F-Z*:GT%C?&#S MO\->6C:S+94].UON I9+VR"[TNVT(J4#T-6IP[3HCJRJG,U[CF5TU75OU6>/ MKNSLQ78^9#QEQ%03>95IRUG2L]/=/.=1@S;TS/:7/R@;8;W^NE<^* -%\KTA=)77'#T5C)UXR;>9TKO&)Q.NIE' MHQ25=)+=SHC_'_;2L+TK1DO?2-1*M$NH-?$9SY-24(#9+TZ# M9'MR\+A9GA&9>G9VC=L+;1OD%IT#?NWRL/ZES6HVCH:A/!J]<%RA_.J4>-R5 M%CVZ0.W..*'M,E=JX/OMDU'X8WJ<3J,_[+;_.QRMD:?Q>#!5Z>%T6H%2H"-= M&_9S7A5 8KO,%X*!S-&H;CH_ )J=#OI<_J1NKSOWL"21YYYJ2$*V] I9G+J+ M,T@OSCM=D8F\R/L;);]7AYYFQG8E0>[93%99PJA8'=.="X25=5VR*![/='*S ML>63*(&LI)V:V=O*X-/OK!XY4Z3R&"6@?(T_-0".'$%YI'QG,E>F2$H M]?,A-"K7 5@8X%4?G_GY/TWUBP9#=P0X5Z4ZCF+E(0]#HQB6)W%/^CU7;9"W./\8G]AVG,*E3MJ'].UGL>-$C:\ M[?ATKB^.MD#+_:9Q7R:*4Q5%2T=2RX/?.=\SUVP#@[?*7B^?7.TXSFU1P;-/ MRM)(C<%)C &6X;1-618XRSZ#3^=F\U'SG"7?3$].W ]58;)FF5X*+E5*6YXT MHH@Y;Z1W'*L\DJYO=SH)U\I/\X>IC^F;\!1[W$N%[/-9&9\G6'I+>_/5Q'4RF1MZ^RW93+]D#J2I9N0BF>HF#&>-I5.5A7$A@ MUJXO*U MLZ :EY@H,T=;)AO8/U("V#@U8*K>80JLG%YJZY7Y%JG"XK!S.CJT MD-(>8NE[%S;5JTK6SG30*\-@DGP8 MV?R+EW6BPK%92"B'JKU4Z "&)@7[QNAXWL;2-#;46GZ)EO]=%@).@_9W)>2? M;3\7,EQAI9X5G:H/HW8O;'9-RA?W;8A32\*TB"WLDU]!CL@Y@KPPE#--NCNY MK5.QYE.QZ,4J6J=BU:E8*]:)&Z5B79I:-9\MKXPK-"?>:\VI$(Y:ZRFW40J= MZG6=FXJ5RC<\/ -3F;0*-E@W&Q53=9\;J+%59JSD-.FIW)?MTNC/OE3.=_UG MLD_W8;Q)]R)MTBTD^=_C<8^/_C"&82?N%..#'V4'MKIAJOFCUN]TQVW-3>/6MWDO+R9+'< MQ.6"69'S5F^N+F_F2W-\,>4USC>Q$N=>QIODAM>8YC>Z\Z+&$K)IR$T;=-$U MP:GT+ELD+^G0^G1JY2O]+L_]Q1F YR>0H&:@Q MRA"Z#C7Y2L[T>?T<9V_=Q71/,?!=E0ALM>5@ZK@?N<( 7=[K7W+H:#UT-QTZ M5@_=M89N-U5AN@Y87Y_*\)(Q60;Q\)!'XC L7=IGC:N(T8U)4^]J-&_S@KJ1 MZ]W(I6HJ+WA3M;VQC%=4K;)&7B7!^E*ZU26=7THX_'#VYA79V__OK;JX*GRQ MR_MVC4I9RA"I<-#&.LT)==HE1EX2K564X(*?4[B>+= 75,(T^'?L)-*"C[83 ME]2QF:V$5;1_Q(!^QOZDFCE;SP!FQ;#\X7C[[8?#UO$[OO-J&^^\>O]C^_@_ MA_NOPN'>SX,?>Y]?0YM?'.^__43G&99;;_>^[[]]3?>.#OCVS_?PGM=G>\=O MOK;HFZ.=5V\.]W:AG6_WO^[O[A?;9_BL8E@6.[N>M;Y_49$9&6E !4\UGX.5 MR.A D:""A>"T,:EZ5'7F;Z&0UB,E2U[@XM\$;.^+L7WNE?.K40V-3Q0:22P< M9\Q+213GV#H1B^!I$ X;1W"X5V@\KTA@C8]7PD<\AX^&PC1B[)%F3B'NI$:P MT!5(N@CK'#6:4;'Q7#4)XTTC%POQU@A9(V2-D/,(Z3P I!:&T,BXYMBH(EK% M%%&!*QEC;3RN)#C2.7!DF!+."H9\4!3Q@G'DL(_(%9H1*K2./M3&8PV--31> MHXR]4Z!51C%16,Y$M#I2+ 67NM!4F-IX7&%\Y//.=>%(@0-&&M8WQ#D%XS%( MBZ24(BAC3%"Q-A[G$?*FVQUK%T>=.=%_+W%N>KU16[I0K#6::N< *P..5@0> M%/AOTDK'2*1 (LHX!SA*&D:.:(\E"!!,T"*G\D[!#+T"Z^[)# M:ZBY(M0P6[#@7!!&4"ZQ&!H=YH2S%,1P3FC,N8B /<(P6=MT:XLW\Q$K)P./QC 4"PLV72$(.DX4]@&HQP.'I:ZQ-;\J'!3 M6S8W19KY6%7!'#8IW2&RJ!"W#"-KBH@T%8$QK;3AN+9L:JBYWW-)+$H1(]5* M$"X5-DPX*R,GU#@OJ:\MF[7%F_EH51&#,M%@A!68-RFW SRI*!"1S"GMO-5* MU9;-+YI;=8,*P_7VP2H?%/U0E01^5Y4!KO/\[PEHVPLAJT)+(QTSR%$.+J24 M%'["'&$#$-:E9ZY3X&DQ6%TSNZ@!B;90\&([,1YLDPP0K M(A%Q$B/.*$/:&(F\"-+Y&$BAZZ3O&D?6X[1>;90\+)C,AY)X2MRGQB#P;0CB MW&%D&9-(\2BX5M+ ;[51\HNF/HWKG4WX#//PU.E0]XJMP17:A1 TMH%;\ ML M-"%RITD,L/A?.9+_<31K\\'YK#5Q=#-$"+#*I<226<:>4=ER&8+3'#@PV+FH,62D,F8\5 M616C!=L,F:@%XD:EVC+!(0IS2CSV%/R_&D-J#+E7##'"%;[ 40=A.)'*<@PR M"?\2&84S]X,AM7]W*R"9#Q:!Y\:]B@6RT0;$8SK8PH-"RF(JA2.%-7KC.6]R M 1Z>)#64U%!R'U!2Q&"=#X$()KF7QDJ5DG-C024L9;2&DA6$DOE04< T>*(" M2A7N$-O?R?E:1G<625805GD?)D"08/%L+[JW#UB$5.2'81!RB M?A*>[;44\Y'W-6MHK:'USO/-K@BMM95^*WQ=J-LO*"\\Y4BH5+??QY2\BCT2 M&*8PLF@%-:F2!:-@I7-=(VR-L#7"KFD27HVP#X&P\R%5S5EA ]?(:>D0!R\$ M&>,-4EQ1Z3V)5/,!V#O*6%S=V/-?;>O:G7S6]8:$ MR5?=RKO",Z;FDL&$A=[0=>+=\/S6K7PJK?QU]H7NC>WCUBYK6V^.2 MEXS6DK.Z!L]XM9KQ(-WR"A"D2_ MS5:,D(*+I[0=M$8.'S'N&S]7(6/JUG5,,JB5PP.4]<(AV( M0;!R\K0-I()[&F=-:OBLX?.7()FY'#[K8.,M,73.!+51%0;; K&H;.)^8("A MC*/"R<(*10P38((RVJ2&UQ!:0V@-H2O.G%-#Z'U#Z,Z<&1J+R TG''%)%((? M7&F0,A4D3I5HLQE:0^@]%9%8[?AO3:#SQ ET:H__WJ#V]4+ -(18*,(TLI)[ MP-O(T]%.BDCT0DF+571UK?GZ..=39M&I[;O[!IWY,*/C#!?8,H0=.,:<6X^, MU@0%4QA=:(:]=!O/B6IRL=;V78TYJXLYCTNE4]LX]PDW%6(VL9YU-H6#P0=RX?Y[Z'KM'W#=D/C[ZS1L?'9]ONV>S_5 M+JX$Q+]$J>E;EWKX?NR?C::J/LIQK[#Z;B%>5:3H0% &8:W2:3D"L%H(AK13 M#$L="<@NP&J3T:=P%GF%-E=K +FS@@:7 DB-$=?"B/GP$C7&%=83Y*C5B OO MD5%@A % @.FM62$*M_&<C") =%J:=0RF/E4I?,BH=]RJJFG)?J';) M]3K_9):3NRIM^J;=M5W?MIVIX@CUZG*OJ\OV0OA+,:Z, 7-?XG3(E5N&3, " M:=,6VQI($:D^M**)&HI M@8RS 6G*)0F&F0+[IW#HJT;;&FU7I]>/4 2U1MM'0-OY,+5200EJ(A+>8\2% MBLA*B1&U#A=8N/3)QG-!FH*N=3W4!T';*H(]:L6HO31CZ2/4C[S?&I1U$W_I M)CY0\=_[617U+3#F;L]#D%N-F(^P,/%[ M4D)SW@ ,?+]]DA;(%:H8??%JM]HB]5?\%CNE+I+;#.GEPU$/]O1@TWJP'VZP M63W8]SS8.>7B=JO19:P*EXS):A70*4E(;LAK<-4LOKL:S=N\H&[D>C=RJ9K* MFR6&J576R.U>__3 'L1&IP=/:=C31F';_<:W%!"[S4',50N\+N_]M0.O*QE> M7=ZW:X17)?.!8N6X"X$['5V03DJ."QYLP;C-X55R>7AU)$R#?\=.>-/K?[2= M6)\AN*_(ZL%"BI8@EI&":11DQ(C#S\A(8Y!AB@@N!2U$PT#M($G3;;B6P:;.#/XA90C5,U3JTF3E&"C1*^4-047#AG*0G&"U';7"(#6?1L.)5=H7(E%\%*G*ET*&8X,H M3:>L'*P^W*RH'767U;96.KIV;X2AD\W\-3^R?FM,(SPF?X(5Q$DNL;;8TZ@< MTTQYKKF_*J;=K+AAWM"H"ZG>-=I]70AM>>N5)\:@@E- .YQ2M$VRT"AGCA-, M([V@/$9=HN+)Z+L-G.(H5( IAT7/:AX8L=3 SX)+*FM]7TM]GX\2P90J:;A& M02A WC61V@?#J>(;SRE?>NJUUOFGH_-< M$1N8U!* GSIJ%..LD('(@",6NM;Y]=7Y^3 &QN"Y$\JU?H^WB:FACDOM0A1 M<>^BCIHHHHQTUADGB]J\65^E7\AV*:S%6"C$','@TO"80I8.?@4C%YQ9;9W> M>,YIDPM5Z_S3U7FF%>'*Z$!IX #PCCM%N9$\I1@(=^6MUWJ-7RUUGUOC">'2 M>.50%($BSA1X,R;$Q#')HQ>8XL#K-?Y7T'=%DO7.B3>$^PB+@,'&&1F5,%C% M>HU?8Z6?#V%X4'&G-461"(^XLZDH*E'();H];REF5*W@&O_ 61B/JKGONM_B MX#3I1F,0_;"?*__,GG9J-DXZH$@QU/D:ZW#6Z$,\M=".\"Z=^86YK?-C[POP M7B]$,K0R GQ8"3"7DS&2E5,8!K(53-JE"32X>G/V%U#FNSJ8"-"4Q(:E.]84&;5"Z2A]0:_60T^JZ.L-3+ M\P,J\_Q&@S!"%#RB2'WB?X9Q-3$R)(5PD= "5FU1+\^_@#+?U7F/>GE^8(U> M8/:RG$LNBW12EH+![26RA24(,T6E;XDQ+".D81QP12X_UO;0_,; M>2"NDB-Q#<1ZVL"DJ>!8*&N4#5QJ8VG07'C*8Z" 4/RJP/1Q- ?S <^M8Y#H MT]K"N!,\6J1"9\R"KQQ.\ M ,N 1,,\YAQ, OB_"B0P@XFA\QCM6S@;09D6&%M4,$D0Y\$B;9E' MU%@C F8BNIN6^:FU[_X][!"QU$Q[I3%7X&*[*(T@2CF8SDC$O6A?;9#?4@7G M76SM"BF\0KB(!>+2.&2GW2QFNMU_LF ]UVE$)35J.N=B?M" M[$4.:5]89XEEB*N4#],K ;;78UO-;X]=%;%%?&M M-DMO!W+SX1E#C! X6.0-Y8@7G")=:(]$<#%&CZ,5/',W$\R;<@G'78US-<[] M"CAW5[DF-M3Q5CRWT_.YNFR\=2L?H)6_SF;! MO55%OG6V[_H;5T_3A'K<(L^CM>2LKJ!PU^;6IT4.,\N+X)A'BEB/N!0MVYU#6'W"&'S&P!,4NM=@9'E$=Q&BR6RE'(4 MO23,$J:$I#6$U1"V$GU;FU+(Z*&0$D2A0 M7$BPOP,V>.,Y(4W"= UC-8RM"XP]:G7Q&L;N&\;F _@Z$N,IE8@X&1.,.60B M ;<26VD*8DS@Q0K"V%U6&%_M>&!=8OR)EQBOO<][@[N]A0 :S#$5D47D"HX1 MIR$BF'.-N&.)O989$>[.^ZQ+D*ZNSC]NF?':SKEOQ9\/.U&OE:28(&$%V#E" MIH-1C"'B@W&,JL"8WGA.15/B6]<(J?5^=?7^<4N-UVO]?:K\W%KO,(Y"*H8\ M<0SQP!1RQDN$52$CP8)K=G>5OFJ=7V&=?]1RX_5:?]^*OU 03 8JK2;(><9A MK3<&61$\LEY25A@+=AY>P;7^U\EQ^GOH.FW?L-W0^#NK5&Q\M_V^[=[/^>@K M(>$O4?/PUH>#OQ_[9Y^KJ:J3K>\5U_Q"\"(6A$.8H,HISI& MG(K,X70P#&R46HF?KA+?^GCGM92XCBK<7'_G%N%"I8)T@:!HHD,\$(PTD0)Y M!WZ&%]X:*9]P_EJMP7=VAA]0C1<.+@JK7<$MLC)@Q(DF*&=SR2(5GF2, M4$TVGILF%ZMD2]^@9#@Q*YYX559'ZTR.)-ZB5OAH#LH#9F6WYL^8_1KGR^]B M!)X,5-]53;0W[:[M^K;M3!V@K9'[7I'[8"$*8CVFUFB,K$K17>P],LD>2[$1 MB2.EUO*;14'N0&<>IB)M#7,US-UC:;0:YAX!YN;C1($K):4'F/,$8,Y8CS38 MD4A@6+>D")PQO_&]!Q5C7,USJTSSMU5;;0:YQX!Y^8#CJ20+)5D08%9 MP#F),=*&2A15Q%(Y*@LB-IYSV21&K0_.Y8#D'Z<67@?_AO:WYZ.VMX;'H"!^ M)._5K[,"[K&@0AF/'5?Z'Z(?]?J(BZ896K]L?_?K"#MJ#=+]-X[P;_6&W_=]A M'.RF'NU"0U]T>O[K>HI\)_[[P]G^YW#B $3V=C^)5GKFT8MN"]QR M"FQ_WW_UGNX?[>'M7>C'[HNB=>1%Z_T7FXH)^5 @J4Q*F8>5V1D<4(&)\,R! M4RGH1B,"+IS A)SVAQ&D D1@))?'MG_0[F;)DZ/UJ-T-L7OZC,F\_CTP_M(< M;CZ,@'.=3N\[3'\C2V[CI!\'*56S\=^A[9ZV3W..9Z/=+?$PH;1UO>%IX_0P M?7HRA&\.!S' SXVQ)#7^BM]BI\$:!4ADXUL2R48Q E[XYC@?-*>]I2=-??&X M%-3R.KRUD:N /1LK?%:L:P_M\_]U_3^>+SP$L"/W>A8^8/P[]F00GXU^^#.T M!R<=>_:LWPW&&DV MTBIW%U2Y3V0LR,Q8W#0_^LH6T"HG3'8*21JW<"L?T[E:+D#G.E?@S8!OZQD&R#;D_6\@Q<8\\)T?6T(RO7Z<7A_JX_VW[UYGCO)]B2KSYT M]G:W1&MW_WAG]\/7_6-H([A!T 8R[SIMOWW3:?V$]G_>/VKM?L6MM__ ][X2 M>(]HO?T SWO'MS^_AO[^4VQ_+-TF^%?L['K6^OY%,L^=504B&OPE+@U%6A.5 M"DT;+(7"U..-YVK1:QJIQ6-H[(K5M7X,9?S78Y_E6%-HNV;<:"FT!6\=M81Z M0@0OO'/1LV>H>WG'+11')G'3"$O+$'<8XM<) 0YCADS MAA54VHWG=W:<8TWA9;E"_&O1.+PX$)4_O, O'G7@DD#%N6< 'RJ" 1H.)O)I MK[%L?7N(UN57/6N?@A#X*[2WU0.#58#_MMWKGQ[8@]@8$P,_5@\N;.^ZC.N' M]/-@-8,73U M+&?8JS\'C>V/'\J86GIG^D*_U^D@^.6[[8=T4_["Z.)9M/U&!.4.C9&W66+I MR/W>O$K0C=#'A(4%E5*4K*6TF*8?TJHV M2(!J&YV>[3;+.._Q2:<--V?9:U8/;@_2HAD[9PUGD[@.3T"@VZD5<7!:>N;^ MT'8/XJ"9OMON^E[_I)<^SZ*=GNO2CL-(EA>E.S5@W,C4IT;HP>!U>^.6SC>T M?"#\!UT=>G@17$\G?1IV,-O30YN>DW]O=X=)P?*;-QO30SI^6[KGZV*+03+: MW]IA:#O5B)\>VJ5-L]4EF[G>1R_OQT[\EJ0S?34]KPJ]QY G+!DD>; FD?/! M*7R0 ^-7TLR'V%A8KG\[&>S&>ZV-J1(03T7W'FHO[_I;>/5^W?"( M%-8AKB)&VIN(@H;9LP(+8=G&2/UCV$H;_;R(7JX@7^,@@DSEL+T,&KU M_/[>A;MG&6ULOW^6KI5Z7RY" ([@86:]/F\Y_Y_!E,Y/'0:I0 0 /8%2M4\6 M&O#9]*.Z #N3G3A8ZKM3 E(!V&\9@'M#4( P^/W9@GLPHZ/I8C52MHPE36EM MI1.<;JJT 7;2&[33=YX!N.559K+O]:_9'=%JUPQ/;K$.,&]X>OXM"_'Z1]HV M->QB?VE)$Y>Y6=-_'_8GFQ0'$;E^M%^1+> !SVSGNST;;/PQ"Y: E'-#/S]J MYXY-4=S;V)2H':)/ZWR:4\#GV$_?@C;9E6E+X["??6U2Z5P3L7+-2,JXPK-B?=: MR-+6A=I-DA]4;V9S:M$QK=DCHFGELBX>$ MBLA$(5GDU!H>;#"%C=A$&K0@CGFZ/(EM\9#07[WNP6[L'[^*[M>J4]PY:KU] M+W9VW[.=W:V?>[L?.CMO]P_WW[[C^T<'N/7Y$]U^NX=;;_=^S"=_['S>QONO MOHK6*R^V7[4.6V\_\?WC-U_WC@Z/=UZ])_N[>]_WC][C_:,WQ78;G\TE?VC) MB XZ(NNI1ASF#9D@%2J(]9@77#-B-YXKPYIJ29WB.KGM48CM:FS]A;#5AR(: M&PWE(G+NC(G:1/@3(G% M79F4H\;6^\96.H>M1E-1"$40,1RP52F-7.$YL>:XB9E="WP[8[8DE<:D$";S)(X+,]A6%,3*-^G MGQRB%)A+;8A6W&IKJ7.JB)ZQ 'X8<;6?O!I8=[80@Y0N2*-=0!3SB#CFX"(3 MIY"Q1G(>J16&;3R7AC>Y63R%MD9^%C5>!C/LQF3=",*X<4"ZE(+:7(2B:0I<;%J&5DAFP\%S)1+:[U^?P: M/E;7TPI2*,L-PP67O*#189%B2HHKS*05YYQUK^'CX>%C/I(4"7%4@J="!QIAR8]"HQ3.1U9PCQ0WH,\\^1!@ 4@M5TR%?Y'4 M-+4D)")S2$0]=G6>E4:TV_LT13KUPPN>$2U$IS@33@@?*>/6U#[-:B!:Z^5" M2$2D+*[AHX:/._"G?($#HQ)L8B,P+FD1;)^N!-HU:)F;96X3M68:V5==@* M8R)/%H U#OYG#592,L)K%5X9%9X/B1BE2/""($ZD1-PGW@PG/)+":"=U(87G M&\_%_\_>NS?%C21KXU]%P7G?=V-UWW%%MFW?>PQC*G9E7@]/XI*A([(9@D1"<^KT%21@!9@9EGF4EP>Y1C M1>#TTUP\1A,K,><)(EC'"/S?# EL*6"J%KZE%K&:;VSACN"L0^E32%)9O<:% M+6ZWN/UK<%MP!PZL< E-,>,LDT)(9WU2->6IB&6+VZN"V[.!,*U=IHE(4)*E M% $^6B15EJ*,<:6LX8[KS.-V1G"')4F+VRUNKY*K_KQQ^_['7Y)$"N4HHYPQ M:ZF4/%6&9I@K@H5MD[)6!K=G(Y" VFGF/,O.I$/,*N,S.A@2VDA#!(!YEE1\ M.^[ BXIIZ/%SA8[6^RLL5.E6'&KL>2$":$XBZ7@6<(PM8JUNS>K@YVSH5]L MC34Q9T@Z(A!+M4,27!646"D5 =;K+-_8(ITXSCH9GN>\ZX>=TWV7YJJFW[/C MP2,HYV53Z+G2]+ZT6ZCK*1;Y(K^\&T,HK3^7XQ>=RG*BX/ZXO.Q-3>I6.QW? MF*0W-J%6_F4?GE$APY\F^_6X8MCW/3_LB0V+!.(S+K2]=2^.55G@U^.FXP@L M\D".QH4-TU?8\L3JT.Y[!$@9N@0T4^-%X+LL\KI)T423E])W'#B5A?7M!*H; M#4/W#__@T"I%%];DH_#)2LH.@$(1>CB4D3R2OCLYO.%W>+]^6&3?.B&T7_C] M%WGA89"=Z8X2%[JI97D"S_"G0F] M[9W-8-&UK3MNATY7-0@,E.C&U@,\V9BXZ-]$.(U"ES3\,GK@SCT? M?><3:][+8G06.HY5?*9\G9>Z-_0M6U:D-P_K-L02/@,B=PX$,?;-.SU9W"5 M$O>!&/[](=D]_U=^T'^7[/;?_9CMS;/W][_ZW=>[0! __/C2W_5D\1Q(8J_[ M%0CBZV_GNWVX]NNWLP-_9.)\A^QM'PJ3)(8Z T0[(^!4IQ@I*13B/DT\(T02 MHV=[\W!"$FH9DTDLF<2IQ+'3&06.Z9P1QLWVYOFX\]?V_L[KZ/WVQ_V#:/_C M=O?3]JO]=WO=3]?WNEG8L^+FAT\/%J2"4T4TR$?*>&J4%22.4RV,D#;5^LJ^ M&;Z5WJJPA'=5B[:!IS\]>,%Q40:#HSR+LF79F>Q8%-F!;V99-HW=+MLBE4"3 M

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
    DJ?2=T=*I'O--^.&^5!X@B"*K?D\$AROPSZ8 M<$&X%)T=MY?/0>[LL[TO3^G.[B.:IGD,S]?\8#/8^_)G;Q;T[W#$A@>/K#9V MDX.A&WV6?L*Y9,%4$6 =79FJD-D6C950' IK/<'-/TNM[-%M"[8?_NMRL?F< M\W!Z^N/C-TSS,L?K95XCKK>I0<*B+XEVCI$74&0^@)>93%?-E1="%';W=>+H MG0\FKL.:S8,0'>SP@&EW/"W3!O)&P-X$ M(NK UAMPU"I3-D?N-F/6K\)J@?G-XM6_T^8UD>R;AW@SH^.H6"D$15LG.0E% MA@EC A@JF\GWMSFT'C+_/#N;-H8XJ0I^;ER\G#D75S;<_\$?_U@L8TWRJ$7G M%PEM_UACGM?9$+CZ.E_0/SK[@M69]]08;0]P#.X3MP_L.(-2TD5"(BNPG:Z$(94'9PFN.>0"1 ME$(3L\OI6:8H_50=PO8"U)@=PO:1[M2Q@R_1(6P/.4R(J/7J;/:A>F:;\Q@UVA@\H\W3'\JY.M?$ M%3#"264LTR(-:NI$GWI#P=%WU\KMUH(]98"UN4(/YV'"<,M0 MULGJW-3!M DB&G)$M"T.#4>C6XC\UJ(3"_T0D2U;\&]JP8=_WR"<%19PW:H@.5.>FU2%QRLG@L-K'4/.8R@*R>4K;;QE]:RZ1#F-UPW-[. M0YR?SL_F>'.G-^K[:_3_T_+5^FS^M3XSW>C0MAF7_H'^?\WB\7^&W\*-&.CY^0\PS M[XLHGC1028+Q[/ES@NK62?9<=*(#EXZ].DBJ!-Q%:C@+X@ M &+MB1I3)#TL38G,\.!;-P)X[E21Q7I^,83O4B*TUJ4DWI4W"SH>N#Y;U_2R M^>*\'MM?\.]XFG_Y<4GIC6RQ"^+>K6XH@ M'RRJT2A/G0G$)%*\Y$^2U Q=" M:2Y=DK9]1X5GV5K?CVQ'X/F^G=,?5#IP"AYZ-?Z */3%)@.83,PE68?&78 Q:8O[LK):+VPM<,N[5TAJ0JL"9Q0";!BZ[3 MP?XGE>90T0]/I=E'#AWHRO&OI5I6GLB=/!K']RA,9PN+Q!8 M[RZK:KEYSA %9]9%AX^K5._ZVTR\ M]>8A;0HE. 9UG"69 )+4+ZO?D@,6I43)5/L9>3UQX&=W1\8Z29.IA.:P[J!/ MS[,S40QA(DO(BA49DMADI1@)3AA"ALS!2,7(.VC?\;8G#OSLEL!/IQN:P_H_ M43<\I&#O/0,[6WA."C(F33JVD"UIA(8B4>=2F$W-0XK=,6'J!]7_T1 =@/L_ M44D\I&GO\M'8PM!R"5'5$"-S&9S#"*BT-1Q#E"\XEC"0"5/W6/V/.^X/ZGP;"Q(UUKR>HJ>1D"0$,DB=("/;@M#&0O$'M@I;9MQY$ M\B111SN+V^S7=^7!I2Z>"F5Q&"PK8)A$VGRI':94ANSI4.@<-1V+UC[<0-JF M?;UIBYM[_LX8\NG@!?3!W9 :IX_89"9E27L1D@'GUH$J30 :1>GZ\6\[/S5>TK_GK^[_K5 MY4ZL]#(RIT%8\J]4G;WK0T'@S D7C'2.M\Z)?IB::=_*QP94(RET@*>/RW+V M5]ALY/++W_ [GBXW[-J,#M]NS"2.V98,(61)!Z6FT ;A@&M&IT8Z4VSS(:!# MB9OVW75LM(TCHP[ ]^MRD_^]F5)?GU.6GTER5RG;'CE+IF:"*U+,=0:"%YZ# M5H;E)(I5HG6ZT6/T3/MJ-S;$FDFBAQ:$%\4LR12=N8<8&">B&0-'W@ZXI.@; MH[EV@Z(4+Z0/Y9C.X.&,[0$-E]WU=-$BT':U\K63@ L0BO? 98DRV90(W*WP MT$5OPOV%]4!#RGTX-W5?PEL-%7,NB4O:-R9."K'H0MYH5)NG!Z6\3:A;M*7K ML"'E7B)[L"'E/OR;6O"W&RKRE*-! X3P $2JKJ.!$5+,,5CC,9:?M"'EP8(_ MF'\=F)$/7GG7KY!**=I0H'M.DX&DR$X"CW5X:N:!ZY"D$H.Z4K<(Z+WMI/O@ MI/'CPT33,]C^L<9R?OIV7HAC.ENM.%VXI5:;%J$AUO20J!SC2J120!9 MG<;X#D3"4* =*):>D?:WU7)-W,I%6*\=9%N'#AA#QY+3%8W"U-PC+6UHG6__ M.$6=AOQ&QM?^PN@ 6BX$=@B;T=!;_[^P2MF6$=\^E,XF>3F.*(VO,?071X:#.S8/B M^B3G>?V0VL>D+%=?MT?LX$RZ 9]Z;#;=OH0WRJC;+GN9!A7)AU Q6]")U683 M3(/+-2O*D&/!10BV^5/2;0J.?]A?KQ$WG_D;KM-JODEZO7"7R*Q,MH@ J&E? MJOK-Y((S8#8K7MOZ:]VZQ.D15%J1;B_?D MDABKR&14I Q=57^1)YX'W45-'RA&1$(C\>U\D]B'EST X/)AK7@1O2]@E*@3 MM:6 P(N!DI$5%[4HP[K8O:PWB;V$]<";Q#Z#6NB_O#>)O43VX)O$/OR;6O"W8NHE!B9B4F!]0%#1,7"> M;D&>42J;3+ X*%SS\MXD#A;\P?SK(,+R 3?.]_M 'M"F&BEL_+2GXA@#UND2)8=(!=?O<)5U]G**WV,GM@#HECFC84=?U6)N\$,P:;%YD.HZS',,J! M8-@)M*:2Z0!OM_?SZM_?<+'&&>.RL%@X>1,":SX @BN!0RRD^VLE?_N"TIV$ M]&A\MT'3\7P_&#S?<167K6VEW?NAK6BI?0)DDI.M8(E#A1>(RBLC'"]!#>OO M_^12/5YN1R*E/8L[T#?_#*MYO?,W>ZBU.;.B''$&"?/)5[\C(/BB"HB,VF8Z M$=:T+F2Y1\2T+\UCZIGC^-T!8"Z8<]-?V''IFB@,\TR "$S1GE("AZ1&:]*: MC)$SKE7^L<=-GZV9NV4QD;KTC_C C M6.T 5BM(E"5]K!5&K6-4K9LE#21M$,SL2X=9*]DTM,=;9V)=3V[]>/[MV^FF MP4,X_36LO[P^7?YU(\EI:VZ>+2_^W=')6L6FVKX_6J^2/-OX?1DD2]O M_JM-\6*XERP +[& K0%:<./#4!RF@LGC;T=/E* M=?O>?A=)62^0-O;JWVG3H?3U[($ MY845,K=62$>0.W5LJZ76>BZI=> #-GJS>-YO5&I;1)21(@L&E FU:H2K4"4 MR*0@PQ9UZ[?#@XF=.G3VW. \7F+-H#F>FW!= 7'38GXV9^&8Y5N[#,U8,4ZM MB/>&@0QGY"E$#[O""KR MF=$L2(864N"I9D5;<,8P",*6XC-#;/Y>L"^-';@9AR'D<1^CL7"ZL")OJO,! M^T,1=;&T(:7K* N-":*DV\47+[G5N1C9^J%A/PH[<%S:0&]$P71@&SYZL&[. M7]R.7IBIPJT*IE:$DC.OC D0DW" Z(UB+B6=Q@VA/$UC!V[*,VB]8X73N];; MM;\HDC+*1M#!US"X(3O7$T>+]KJ6E7BA6H@-OQ>S@[ M7VUFSRS+K\NOW\+BQWIW,&#>U-\X:-W6CL;QFQ_'PV"Q]KC@ EQ1&53 "$YZ M =SX(K,5(LG8M8>Q*W'SRG._C'_^=HY_$/\^_86GW_'WY>+LRWJ6$WI M=G=5='#)G' :,H\E,18MBZW;81Q*:U<>QSZ(&9)EVUQ87=S!0W?Z_V%8??IK M.?/&NBQ"O4PT72LR5O[: L&I'*P(]9N)T+@EL2O?XSE >(AH7A[V"$PX*RJ: M*!$!==2@PGEY\)M_QQDR)[*M M['1(.TS<0*!] O+D/)-HF9KR]JTT3IUM/ W\]A7.BX+?22'G^WJ;+G)NM8:H MT-72,OI*I !%6J9YD=[ZJ3!XB]"ITY.?'8B'B^E%H9'4O+#,:*1-N9HC)"-$ MS1"D3Y)+--ZHUEGP0VF;.E?YV3&WES":]8@<"63_6.1M=!/SJW\G^M63K_6[ M&=)IT99SX$C^E&)2DEVK&&076;'**\M;-] ]B-!!\',O'7Y-Q-1%&]R'4LPX M-\4)4ZKY6EDG-7B5)8CB0PI*2&%:U]4?D_3G7P"B6K"ZY]J*\Z]?P^K'[?C] MV1>\#.%?O.B,\GYQ[,J-7C":,F"<-PQ=$TM>ZB=J^-';U9K$/ M0AY[M&TNG Z259[:WV48'(T.UN<(2;D "IF!Z!D''7WPSDEIF\>(!Y+6UEP+''5.T,YY2\RG.0XGKZOUA=)3M M+8X7@K.+@';)GM> MMX$M#5/X%-Q8)PFS[ID],.ZCS>&67>O#&.C;&]AO!20 MU4!A5*4$2RS3$14QCTF(M$_(S(CLT#LL4]R7W;TEC ZR?87Q D!V.R1M8Y:, M<08^5',@*/H*4P;TR+-UFQ>Z9T9:OR\&8\+M<+&\ ,S-DD3%(AD"03GB'$H# MSI180SK)*5584:U+!7<7_F\.LB5BZB/OOKM[502GO30&6R7=1?G.(6 8? M(UF>J=3QOL^!KJYB_LU1M!>;.ZQ6^).X^&5YOL:317YW]@57'S&=5[+F"UR_ M*[_2E_.SJVAX_=OE]B^/"/4?O^BQ4?[&VVX4X/\-XUFMB#E=KHF8*] 6PI(7 M=82:JP/>,5APW' HFC$,H>046P?Z=U-R]',Y\?&2N:]#VAR@BV;I7G'%>=)0 M-J24N'JDB&7A;)>>,M/DC,M"'\!ABX]_S=A.T=V.JWM[ 9\,&E"T8G M1GXM7=&*W V(BM?G^JR*DSYHUSJ7XCX5$S_ZM!'OLBFONT/+=M"'8IYLN>3) M'=4)E*VF #H./G.R]$PH,;3.]MI%Q[2(.5:VCT+E $9/W;+MRAJX>92V$UPX M2VB5%Z!EJ:W(:Q$"9@/19A654XZC>LK>>6J1GM!PB/B6(_"R P52K^(W"[J MSVL\8G-,)'<.O5# 5*E)BNCKG" !M+J)0:BB96L[Y3X5$S_\CG+=',GK[M#R M1_B*VZ.$W"HZ2V2Z94FJE15!JC4*,))[I60I*%KW0GZ(ENE-VV-D_"AD#F3X MU%?/S=/TZA33&>8_EF>?EA]P@7]MU68HRF:G-#@KZ4;.W %]"@<;7-'.(-G_ M>= 5-&"QGA!RJ$B7(_*W)[S\=H[_%1;G8?6#.Q*VW&['I^A5-AZ\$*:ZBA*\ M(5E-<* M?&2,+G";"I+5QW0X!"KW5IHVBVATH!S'V8!N:X9 MXCE"Y$Y#J+%M'2+W?G\[=L="TR;>C&^5',/7SC!R68 M@#-'!P =@I0^6/Y?;.'FW>K+#EJ M)UE]=R=FY1CKNSL#YRQC)HN:U'H(8':L-2STQEXL7HYE;V=H^0W3!?KYC?WD M['1Q]4:E#9&YGCA$)SG=LEJ@8(BHTB%PV;78,+R\T%AM"P9W!IAM-+'"7UW> MK\+(Q#0",YA \:@@RB K4DYFV SBX? Y?Y2P\#RXD.UAS*W,ZB\QKBJV]E M7_%+94FV._I"SK^K5ZMQF5P\@6!8*HIYGOS=7*=A:-FYVC# O-R0[?$L[@DS M?\[/OKP*J],?K\\7>;[X?/+QY/VEQN0&F?&U?)5E,LA(8[I-=W4Z%,G%>O+U]%A6/995EK!PNHFN+N(YV,@L4X([*7S!Z- MF\O5AJ'FA89UF["X@PR7FWNZS/QY>SVZ&JWD-BM@]#]2G V&>%Y M;?9^ M31YEBAJT"+GB74/0Y#8(JYU5Q97 FP\2V(.^_J["\;13$QF]U$+-Z[FN-^:X MCEVH^>BBSU*H.7S;XQ9JBNRT-H$47*2[3Z'7A&6M0!+8'.H8,V]=7/3_)_@LU]\' \$+-?=C>@6FUJ\#,:R8E MSQ ,J\-% NJ1F=+Z\J9EU.HN9=X!Q1J[L'K[M"RC;S8Y)R3O "F MVIT9L8#W6D+Q5FNTF()H/1OV911J[B/;(86:^S!ZZL#E8\6%J3"3ZU.@=G5: M%-:&>D&H.KDL61G)^S3#5J'F7N(;6JBY#R\[4" ?\/OR]'LU]F\'*K;I MD&Z.@;"@%1"*&Z#=KSU](274_)[C.%R)*^[0\N-9Z/Z:A2UB&"5 M)*U9.>(=N0.1D:B##$KHUHWJ7TS)[UXR'EKRNP_#IS9B;IZF1QZ4Z6CII)4% MKE)-I(QTM*PPP$K*'KF6Z>Z+QS.\VS_[ ^Q>@CW@V7X?+O<$G$]?5LOSS[=V M]7ZU_+P*7R\S66QDV4H#21E&%Z\7$(5S=*]GXBFW/,JR-WR>6K73>N F(&K* M\:FA]/O'#W<,-3+X(X]60=:.J"\8(9)*)D9A-ID%D_*PS-5[']UI[>_!H#B. M=U-+_HZY?O)YA5@Y3F:Y+W0[2V9K>('VXX2D;YW@'*5AI8A!,'A\G4X+ M?0_&1$.N=F#7OETN/M.G?:U\^D3_9F.W!0R,N9( C9&T!]J(R[5AF$LFVVRB M3,T'M>Z@H[^WS.,]H:/YW2%FMB?*)ZE2(:@K7KO!<^SN 30[0H]<"G(1%83-72J(>.]5 9M+"S2(0))87BZ"B%6M@<+3B-='MK2PZ>H\W9YB-UCTX^ M'6^>T3BW5#,)= :GF65))D\,29G\-54"<84G#X9EIS@F%IH/QKJY?G^OT@>* M];'DOWUXW&7RWX-IK\)[Y$K7TGBEZP0 ^HJE4HW[F))"K\1SI,0K75U/)_Z(B_ER]8_%^B(I[H_EV5$CF ]9YM@$OZ.W-FY* M'UGE@>>H0(CJN=M2(!3I0$OC16;5KV]MCHZ3TG<[YK&U!H143--ND%6+,@H- M 7T!$8LT29)[DL;M3-MO&M\^$AX6^]F'W1V YN*"W]SKEQ&)6+)AF\)IGD"I9"'R MD*"0(9A4EM%ZT1@O]XCH"RJ'2';9DLT=X&1'"HG%J#"5 %G9.D?"*K+K40'I MX6QLT<%AZY&UA5#9[X5O' M!E],,M9>,AZ@/1BC M'>E-C7AW^,L#;^-[+-H38@X5\?(9^'TPCK[C*BY'1-*FY_=F6_XR)=HR4M!T M?7M&REEQ@758J(44?.(BJ8C\R4C-7BOV=%.-B*'C.-VI(OJO\P5N]F1OM&0- M+I.Y%CZLQ>([B%;GD[_'5:IB^HPS8E*47%B0GJS$3>&AL\F L=D)S%YY.6ZP^#'J>C*3#@3# MHP!K)IEI[:0;88Y/VS#'3&66LO$18BTS5 P+.,U([V9OT=/MSC/(N?!JCI]BTE/*MMYNI4-!_KK4(1C M4LHQGN,>(:FG:ZV=YFDE@TX@=5@D_'6Y/EO_@6]OGXQND>O71N2J78J.OT3S1US%8@[899070Y<(*J MPS)&D?^TAX6)K'/NSN #0[\@\* MHBHN@F9"U\BJ@6BT@Y!+X:9XA:YU)[B7D>:QEV2?3O/8@\T=X.3M_0HE%[Q5 MUBJ0I02ZH9DA1Y,52"8'I!]QSEHW;KI/Q<3I\^V1!UTG1)BTBD2AG?D907N)^.",H#WX_8(R@K+R,>J2:VM$NLXCTK84"G"F M"&L3UQ&/2BQ[*1E!K3%T'*<[543W,E4")A1!2K!"&[KDLP'/8@(M> F:%+91 MPQK?ONR,H-;@.8K/4V/GB7Y$W-I81$# %&@K@6YZ5W* F'@@TS!KCL-FN[W( M+D\'(Z4A5R<$R'IU-MODD%32/R9T"8EBA]J!LJ9.OXP6C,B2 M'(B 3@PJV*(5;MC$]-VU/?S@XCUIE<.=IS:\G1H<6[I))7[#-"]SS-N3HRS/ MAK8- 4UE"6J(F3/PQ)BHD6?A![4Z> H@#Q$PC>W;2*C+UASN!":OERM2>.M+ M+:BM$\R6""'*VJ8H"0@LT*VIF&;_4) =)&I#M <@1_NPO" M?,",7[]5>;Q'VEK>G"+AT>1$]V:H[:Q4CK5QJ@C@>4S19[+)PQA)78]3U9/M MTCJ8=[04NL?5]NB5PHQE64&R==9JU *\8G1J3-&B*,QQY-[]N^GJ*81S/!;V M@MH!@ND>;.\6N-7-&(32C%G@L79T+)Q8EA,'[F26GB=BV[A]_Q\DK6?('8*) MO4!WF("ZQ]VGOY:77>QYTIX+?:AQT5!/;B8CHR ?N+3@( M+;IW@_]P'O8@^"U>C0LV<>[ &55/A46(6DJ02;#BA5-Z6#;'$-%/'3,2D-9+QW;I_P?%C8)]WEO!>\MYK#.P^ MS.\ 20_5L!JOC&+.0F1(#/)>0XB:N$1VFU>^%$P]=5.Q+^6B:L'O[F!#1P!/ MOM;JY!EM/Z9*>#+DZRN'G Y6L&!*##PKB5J.V[#RFI:> L$'"OI1\!S(]>[0 M\VC'EV1SP?HJ8ZSP=9@&(^_!)#!1&F&89(J-6]%[="^>9^^HT@YAS233'>9N MQ!!7\X37VWI7Z"\6:?XMG%ZPL)CX'-D*?;106JOX2]""NURK>^/M95?^]8">9V_7<@P>1Y-.!QKS5G>M&(-3W'! S(4L##HW,4G:BO5>.J65BF-, MQ-BK=]DS/5DT0LZAW.VP:\^ORZ]?YV>5-^NPR+\N%V<$>R3]B\T[^!RZU+'= M?)ILL5%GGQNTG-RA94?C%Y^E+<(J8 1( JED-=11 &5FEEM16&Q=6[X7@4=5 M?[P//S;+O%ZN/N"W\U7Z$M:DD-\NPV(]R[1!'8P GWTM8V$&O L&BL=,S/#T M<_<4WIY<9>+@UFA0N%4.THS-4U<+W>#7I^6KS7&\N+P_+=\OZ;NS>3B]N+AI MO1EZ^G]TM=M G2$J4X#@' *&K'4RGKF!(^+W6G9:K_*9$#6>(%[8_9C.YM_) M.%P6.E@W5J+?^S.L5H%^%=0RF M#EKB%I2V H),$8)!Y5PH2=UMJ?9@O>7@15_4%;P'4.Y49(XCA*EOY*?V-1,Y M.R=H'UP4XE/RU6$N6*>W6VDB)^4_K.C[J94F@M&HPMT'07MQNG?8_/HEK#YC M_K1\]PU7F]^IAFHJS">D8U>KH8M(X!+7D% %:8H,Q( F2-JQ^$1&73?@.E8> MO>/M X;3VJ;Y;V&^6+]=KM>XGC%R@ R7"!E-?95SDERD[.G;D#Q+5F0[;/S1 M 8M/%/KO!F_'RJ-WO,V0JQ@B-R!SK>^)Y!)YXS.Y7SQSI5TJ?)AOVN1:;!^T M[P9)>W'Z8-A\VY0RO%KD41S0?X;5O*:N7#[HOB(CM?I11WB43WWDL2[B7B0W M\OG>K3Z'Q?R_-X22(;]>GL[S)2K>W]C$N_)Z3@YIFH?3JVX)ZRL3G]E(6B8X M0,YDG<7F(*:<0:/-*15G"\ M\Z2&N8*HH@2)UD@9@VC?@7X@:=,ZDL^/OGNM=4>0X(07:<;Y["U^#J<;ZB\R MAU7,B;FHP7A.[+&!E+GPJEX3.3 FG-"/55^L,?VOS\OO_YL^^@)W],4UW'8L M."VD1A'HL@UW)P;&!=57?;+0A2 5[;]LWE\-1,LY%$PA":N2](_UY7@:%3=7 MFP821XMKV8!W4UO5?U^>YCJ,Y>W;7R]KDHC\X(.!E*,C=1D0/%,*F),RV2AD M46&0&7WOHZ<3\^'B63;C50\UEAN,H[4FQA+ !L5K/;H%CTJ"BTR8A-S+)HV\ M]BNN'>WU;DR%?SA?>P##%L,V6Z:B260/U?E8MOIQZ 0D(60@K@3RYEK!H8O: MR_V%]4#![3Z$^ISKN9-J@W>+0(7 ;.O?7!DBR:?^U=: M-U?_S01_,/\ZR5>]-Y9(9,&<$Z3J6$V\C943)AE Y@TJGC-GK2MH#Q[Q-5HF M_IA603/N=XB@K0GM1 HND=I+-5M;<4T,XC*"MB6K$+@RV#RK_J6,_=I+PL/& M?NW#[@Y \_&BF7K=Q%9O"F:8M(R#0QO)VM+D?-'1 E,L=SF[.J>\=8#S+A%] M0>40R=X;^W4,FSO R4[5^^/M53&!+PZU(;L*>:+M"(,7DWMM$0(5'23M6J>0 M/4'2M.4ZSW%IM91)MQ![]]>"5O@R_W:C>%/6L>8N*0AETUI918C99E LY,C- M1G<_"]AV$#>MZFH*B4%P.U8^4P=5;Y9=_H(++//Z-'6YQS>+C>:>;X:8GZS7 M>%9GA69NLR"F>4;W0 H*O(T6F F6=#?YFGI8DNC>2T\;G1L%6^.+H /-=KD! M7->:$\ROPWSUSW!Z7HLOEZ>G@58*IS.-1HA ;FI19 P0Y\@8K;U7G%;.>?39 MY-97Z"#"IO7^QM1H[>4RM3;[4/-+:">7W)J1Q@W*A0+6Z5 ?4!R$4!@PIYA$ M$8JQPZK([G[RM.;5:+KH* ;VHFHN'(T98RE@(JJS9@A*$R><" QB8"Q$KXO" M$3VY:8N>1U<;!_"X WC<:0A%3NZ,)2S.*0LI\4U?2PD!2=$5%3A'3ES1K?LY MWJ=BVGZ.8X+E2(YW6 _XQW*1EHLS^IK^W>=+GAV3C?G$)QZ;C+D/P8UR,797FQIU,P0BR(:39($! 9-5?DE(SYV(B?#0^^7V^6)(E]>/R%.0J;UR1MBX:YR.9[M$S]Y7D4/ M+C*Z"O>:5@ >BP?%I29;JS:"(Z*3*;)D.:A-RQ-/GK<6G18;#02X;,'-7F"P M#;73-1B*D(P. 1T')6H'4FL]",543"*Q_&A&X]Y F'IJX1&"VR7^ [@XM>-Z M/U^OL&)-X0D\>=B@9+'@BQ> @I$YQDE9>OF48=%3;N/1$GH\O7$?=G7@B%SE M_O]Z&M;K=^7CV3+]:X/^0,9TI#^@1)/)HZ*;,=+>@#.FIT@"/#&%M#.EH+&T^%JW;OW/A43%TRT M$>_=EO/'\;H'M"R_?ETN-OLXN1KT%;3ECH$,M9.%+J2#F4] 6K=X[XT6OG5' MP/M43-SZXTBYWH7)<4SN"R:_7&9I%,Z\\182"Q&4%P*"JC78W F.&+*UK1O) MWZ=BXI9:H\'D$"9W5I"7D!&6C8:4$R'<1PZN#A8G.YT)*9R6CU:#CE.0-]I; M7#N#Y%A>]E1^EX(M/B8+3-?W0*K_; MAW=3NZ@?7W_\=;GZ=CFK$=%SI@203[Z9%)K!.29 !ZV<+-(R.:R#Q:V/[:3L M;B^Q+)OPJ(/[_ZYZNWX 0N=X2IJ<:U6S]$K)=4 L@C7)N)1B%LWG]CY(S+0/ M[^U]TC9<[P ^%Y;-/Q;SLW?G9^NSL*@1FAEJ3"F5"(9G8DTA,R>&:$!PJXS6 M$34;Q]&X0TA?<>X#A;S3ECR&XUT,2;C+G!TIE;_\N/V*=/$K,^>MSJ1-(;C: MB"R'!,%'!;R$% R*P%UK*FLB8JM#S+K%GK .X>Y/7E03TC# ^0SM06]^Z7\UT9YT6+2!:'A"1< M!)6* ^]%A)R-K2W5DO+#VJP.7K(O,^Q('(W'[,,AM#P+IVV>FKX02W\):\QD M+WS#Q7HKI54M.:[1\E]^7/_*=E; 2>W*]^K_G6]8?)F\M7YW]@57G[Z$Q;O- MV*;U/XE!-57T_:;]W4QK2>X.F1N!UV8EW!EP02D0*@66>5 FM<[J>:Z]39O, M.8[6[!(7'>;[?<#/YZ?UC/WX \_^7*[.OGQ XL!JV[KM:G[,-I_NB#S U\LOQ2"+^&;W/2_3=E\'JYNB2G_JNPN*J?]#RZ M8F5M:JHU**89Q$(L$^C,\NX0X\I;UW2;<, MDN&5P^K'[V'U+SQ[L_A.]\=RM8FR>VV)R*P@&1_KW8'@-9E>DB?M4DY2A];M M1MONH)<6DL^/Q7N#UR<#1@?'XH&M7+;Y\R+DVOT@(P^@M"'%PY&L Z=-"L'6 MA)766OPQ@J8%[91(N5_JU$AL4\<27O_Q^\GKO[_]_=>31?X;?;U]HI(JQ6(- M!\NCK4,P(T3G"H@@HU3&%*6&U4?N_OR)M5\[Z2W;LK(#C73DA7##!T63:Q$' M(#(Z7U86"((9.FFED*T4@].M3=!6M/?2[G/RRWD2,'1P"+:]$N_XO9GV>,V1 M64&976 .$O.;_IL"HL( +&I5(QLAZA$"^D_2-?G@M D0V<=ICK./(4'&,V!PB8$90R'J*O:!M/-E,C;GN$+ME8-S9+Q6FA,YT8C]5B1@71F@+9*!3T,ZD9&X2M'1\^[?OC M]"@ZEM\=!LA?$4^7/Q O>A>=O3\-Q\R(?^33C@UT#R6TW1#:ZV>51?Z 9UML M[9@LRE0PRB)I"U$AH!1IBX &2F912@P:E1C!B!Y(WO%M-TIM*E/'JZ[F\;RN M6)F_EIEO=EC5#H3-!Y8YSX$VK1.).\9)E2 M;ATA.9KHZ0VT,=!WO\''<\JV Y_A@0UONV^?+!;GX?3F#]>TW4O-<_)U>;XX MFTF&TA!/@?/(0/D4P4ND*\1[5E@,49KV/6>.I7IZ^V]".(\EW7[Q?'F *W]7 MN'D!)COIQB]M=VOKJ+*0%6V4SJSRQ8#/R8%-3# K93%E4*^"=IKY"8JGMT [ M4,LMI=JA27K5R?!W#)6E&XO^,MZVO![!=]%/,RSRVWF(\]--+\3M/\GA[.I3 MEHL/M>?9BNZQ7\)Z?DR.QS-1=JRI/ 4#&YG=5XM>GZCK 8O>1><%.M"IMHE@ M)4'(VD+0FJLH^=8W7WUV1=R.-DIAW?7S*=?^&.Y6-V2Q47TF+Q9 M:S6I&."N3J /=5YTIMLRZ,P]76!)X&B0?92R M3O#XO+!Y"+SM9-@3,F]>B_?WMWUAUL6@IRV $8OVPI8"L/0@>@MN1$ND47&*[%U6,/@L'6J(6= Y06' V\3!,L4T]ZE8? YP MR3W -5JL:%IP'2*1'L!U&9JX+E#:V!':9V>914C9>E!",]I&9F T0VF=-BJV M?D%Z@)1.--:T[D$#*74 MD^KL%C3RI6-'W'U?9YJB7O9L;MUG:2WWOVC[0$N M)H:LZ*!978=%A9(A()/@8Y&%Q5(";UWKT)+^B:V\%H!:=B+=#I!]66OZ(9SA MVV7Z5^TU,C_;;.BRXVYTP4N4D#0Q5;$HP/LZ%4);91@+JJC6H=0GB9H6@]/A M93FF\*9.47N]7-6RXSJCZF,XQ?N;0944"XY,$N?JO+VLP#-D8+W61A>KI+PS M#_&A(H8G5IKVYIX>7LVE,36T+C/\KMCY8?[YR]5.#$?!.$? G.I.M()8.(=D M2ZYIPRGE)]_[GEYF6A^C#U"UDT,7':U:V-AOKW)-:T94':X,VBG:?JP#^-@F M("JE#$FCX*TGF#?=0"=.=!_/(<^.B YLR58 M@&E9:J2!;H[$!627BC'!R!Q;SS4>2%HG$>SG!\_=@IL1)-D!0'_#U?P[B?,[ MWKC3_EB>_8;K^><%&='YA':LN^;C-H6YS+EBR825^3P"6"#]6J'5V&/)2D4^OLZ1YDO7S/H@UN6VNP M U#>1@(/K6M3H"J*#BP8!H7I6"?TE&IC=?NL<(7BC9A=:Z?X&9+FG8C8#QA; M:JX#(%[+YD[0_C/4>:3;+9J5*-%G"2CKD+["Z YAA7X9'&8F2W)ZOS;U)SZR%_SL M*X9?2R5T<)O?)J_O"7(;6ZB*-$IE*&*HVV<W;TG:7LA MTKUB1$ZHR6;W_L2=;/_[*M1U19OKH"Q77X9/M&Y+>^8SD_28'<+:*1K&R%'D M*AI1KTA-8;.L4UTT@J=XVML8:CODGZQAK/[_@U(^8?I]YW/]H>48Q2XGE?*,N%FO+L\^U!UI@PW5(; AH "N%-E0UG0,>PR0%;J< M!+D(8J\N&/JI]\X8^M7=^?+=!U]^R4O3&^UX9?2 H WPK=#HLW?D5F*JD_L5 M!*TLE"RE"&B(J[WJ!O?!T)Q'S AE/53W$9*;6>'_Q-K2@/G-'[@*MPPXX^L& MY BI'GS$N8%HHX0D@ZZ1AK7[[;=Z1O5;/SXS"(Y1X;*E/#MP8"V# 8 MX5U2(,C3HYBRCAZ3ND IEDG$DF1I75(_-4\OO\YNDIBN*RAU8%IWB9Q!( ]= M4')F190EDY>NN*#@AV5P5>"FSILJB=206E?O/4/2JTSP'XF?G5G9\-J MAZW*6YLM&S_S/_NA21[Z#V/O%$_]AH+;S R#D B6*C +SF<%7&)@,3/N2_.: MG\Z?^J^O)>M"%!@C!%4'](M<($JR8:M3T,;YA#C9T-Q7/!OV$+Q--QOV$.5V M<*W_NEQ\II_VY2>,=XE,'J)DREA(4=:*5DW'/S<)LD3IL0[7$ZV3O=OHZ 1K MIX7$LK%^.L38)OWIK4JQ#K80)9"3D54$[Z,'+PPS2JA4'J[%:HZR'IX3QFOX M&<@<(>X.0/,1%^?+U;OE)=Z\YRKC5&(%P:JZ0P&U!*]L!$S&**4D\MCZN!7#"J3S<5LBN1.YM8^_"Y: MYB[P&:?C)R%SI,#G?@6_/E3_L5A7>\(\G*X_7>&[Y1_#$% :(4DN9,EI\\&*QXRW\@(_VA)AC5;P\@;SG'7[U!&=OOJ[. M+P:V_,V4.!FRY2E#45:#ZZQS^J43/.>@&2O[%>3L^<%YJRY.!IY1 MN)#:]O<=!!"!FU..@0=?6$ MQ2V;1(+6,C@>(!FO0,DDP17E(&CT$D4=M=KZ57SL;I=.%@<=!((#=KL MP/7#MWMB&^Z&3:S-B62OP4I+IEF[M'Q,"%ID6T(.)LG6,Q*?(>GEUQ,UO71' M:ZTG$-X]N]8:E.L!9#?#JE5U7EDL)""R+D5LU.W*'M!S:P.B5^X$G?V/Z.KD MS&L!A%T@:Z65#I#V?KD:5',W7FD+ES>UJ5+P5)=XRUCJ!#*2HDL!28""Z\P- M:M,:< >0UPGNFF%C>1I%=8#!'\-J]:W.S,>OQ"3F:Z'M9D]+C8Q(!6X,!Z63 M@"""!&^#3=E[SQ]V,XW&X8$D=O(6-146IU18!WA\N[X\_Q(N\;>RAZT)DI.5 MP0-YM^3>)LG NY1 9*>4XZRPYC.S#Z&ODXS,5$B<3%4=P'#R@N:24/%,%HF^ M+D:LUT2,P@.W(LHH-<_[M6V]M-Z*KL?(-HR%>L!-!W94BW@^;8IX[H:()JYM M0E- .R[KFWF"(%T$S-H+%I21S;>_;26D$[>U"ZQLJ:L;I[B&[\GMFB4^X$4= M=_L^K"Z_#=NK0JH_;4Q;Q',_(+]2MM5EPY4K,WK5N:-B?NGEQ> *H/-JN,HG>.D/DS1;Y'&+DS$-) MBH,BHR;/F6O0Y(1X%#:DYDG*QU3T>=*-U?<3L#I"^#./L_A[6(3/P^/ 37: M)0Q2&V#D28+BJH#/B(!D8<5;R;/;JSOFF4D6#[_;#U2.T>&RD4!G!L.;4BCF MJ9)X6X=W?[O)6PI.LH@(65E&'@%:\%HP8#JG$ISS5N]5QO(,)+9_?=X<7Y^&BID3.C U*R42GJ;>E3AUB4!.#X+T/)2BK[LCROOW/5URLD0* (DV,]1&L MSFE2Q="E+EP&I[,N3NM<]%[SVPYY2W] P[Q/E-- IX6X.X#+;U]Q19I8?/X5 MPQHW7)QQ(M($0KKSF1S!(*I$:KNA$TK%PIQQK9].MA(R;^'CI, 9+_@.T/,K M?@X7/R/!'H42,KL",8=,OGXDIRZ2CR>]2IB+!,,4MX MM[GYU*9]Z)IWH>>TITYKMM6__>Q===[M RPSQF03.$B# M%3Q"0.1TLF3C@V?191]:SR]\@ISQRXMN!/R=<&]_>W.>_D#';3FO:^8QUW/W M(^GVBG[RM^\41"96=,Z1;G05*<[TW-9DN@->I(V%?$)M6K_Q-V5@WDQ2*]0] MWHDTEXX[<.)V,/_W\\5R=7[Y[69?U/5?N_$>F&,:HRE@7=W=+31=0G6!=[!: M2Z-M':!U&AP_2>>\Z:P3P[6=Q@Y'I;]&Y8(B&7)9/K5)BNYSR;T/Z_5FA$X1%AO\G]?K:\WYYUAD+:(XD!C%:<2!B)+!G*P+%M=K,SM%QCN1=J\V;43 M'X&C]-+37?R]QW$69*$83Y(W$;VA2(]ZN9#T?8B;-Y&!)B(KY\2::(;.KNEFF@-R8:F"R_,1?F6JBG6;0P9D;[]6@ZW$&)FD+$PB [HWR0PJK2^@7C*$+[3?V.9FT'F>>:9 MN*K/U8I[\.@8),F3JWM7$=VT2!QS*DXX)GYRB#P-RA;ZZ@B%WPEP%V^.V-'6 M*5!UVH?*EH&WSI)U"Z5*-,JJJ4[%?>B;>^C\7(ALKKN.<+F+'9LY\R8[R,'( MZN 4<&P8G6Z9):$*X]LOE'V2I+FGUL^%OA8:ZL!/W'F>NR"DR0PTSV0M2I.[ MBW4\H=>2);(@Q5M'(UT";"I?KX7<^WZ4N#$4^L7UX*+PW>"B-L\3>WZDX4/% M,6R=X,DB>!Z,Q@@VR@+*8H$80X846+!*2!>;7PP3/ED\$O+?5LOUW108)9D1 M=(&#*S*!^PRFLZA76P4B,();Q6BZ)C^.Z%28<+3:3M1W?A.HQ&P M%[B.54<'30)/\K6YQ N=ZF@]1)YJAE>;VB.IP!H,3G!I+6L]'/T)WR=!>$-KZNY&3F(H%@QX(P28'S0@HM,WL)4M^$V>KIQK::" MU6@EC,;5Q'[6F4XYJ%(71&(@*074%&P4#=)'GTQRW&+KT1K;*>DWE][>KSI( MZJTA-%%&O4W*?(*<^#Q);ZN8DA@UY, CG3[,@P_"DIH#BL!K%JAU]N3D2>\S M6PJ3%&%2X!I4?<&FD]!J#LBBYW3&6M5\6^J(&'^6)/3VX)@3D*@7#(V_=,M7ZQ606OZ?IT=5(/QV=9WNP]O$J_C>FRT_+ MM__Y>KX:E'HFC9;(O ,G-$1[BQ$4[M40^$4#' M:O%E8?;=\G(;P[9$EEDB+T/;ZG1468MH0025=2HVL.GK&@XENM^>\1,AMX$N M.P#O/^K"N.7GQ?G_&YC>E*/1O1$BH[_-(;.,H+BF>T/6CAK#N4BID&/3>O;% M#E+FG>DX%=!:R+U?^-Q,*_IM<2];<#.T*#(=:YJ8&).\[O**X&/=6I%%3LH$ M9/I$T'J*S'G'1)X8=LWTU3,D-XR]QT6XJ-'9#7\R%Y.\M5!*(:Y*8>0BEUR] M#ZZYE]&GD^%Q!XU[@=&]&C"VT-3<5#HL*;I(#W\Y$ MXFG(= =9)]M81KPHF8')DBSG09NXWY3;9SZT%W3\BX%.:]'.#9/WX=OP2O_S M;.MF/[&+$,]+A'QG[RC22 MK4:/4'=(_*W8.T6M5E%BY( 6[-PM=BT0,!? MM+?HE6K^A#.*XG8[DH=O/-+?F]4J+*Y7]JQ_^';W=S9TO*F!]?6J,1%*':_@ M( 1N0"6*I8-159(^)>F<9J&U4]:,^)EKS4Z'V=V;ED^I_@YBCFO*Z2\/BUL1 M34G.U&6,WH-":4F$*4+V.HKD6>;-9Z5_1T O.Y1/"H)E*XUT *?C!7?']B*_ MOPB+=^$+;E:$2L2(6C'P5:0J:#)L81V(S(0)(D656U?E3L''O. > :N'9^7< M.NX YQ^0+IWS=%EG.I"[]X\%1?_DV6V6T#J#TK,Z2#K5QY]H,D2/!9 [CXYS M9DWK*M\G"9KY6)T=+X\6NK927@=(?%:ZNX3[Z^WBGJ(3(_?(@U ^U0$0&KRF M7Q:NM)Z>.I[J7+<1SN@HGUOU+1OO;?UT-NRC(\J\&K0S- )]^#XO? MO@Y;H]\MA\83S!^6%Q<_7[^4GH4D4.82:H^N!F5T !]L@I31*9F5%[;U07Y: M#CN_&1KCMY7Y3 ^F/X>IO;NZOG$3^:*.,2BY=N0H)\!9K,\DGF12 B_M,R:G M8NZ%&M@)$'YZ8SP";D?;X==AD??'R["Z[-P:_T8_HCY=;E:/!\$#M]Y!9E4F MB):DDRS8DB)YP,KEYN4SI^)M9I?Q+ULT+VYJWD_\LB1T/NSV"4#YUX;K2)=#"!=XBD M1Z\A,*X@B>!<$3&K^'),\IB8<;(&A;\,0#C_Q///O]._ MW_R!J_ 9!^?^)SI1?@[GJ_\*%U=X7]$YRA14R,"S)A%:6R Z=! Y,YY+EK!Y ML7)G(GBA\>>+2;9.!L=7'7KN+[XSKX.WT0GP,@]S!CPXK1V@)G?$$@AL>CEA MZ?Y\O_H<[G2&T^$A>#!@S,AY+I(I"M M)TUWP_P+O<'_5"?!E'A^U8[ ]VG!?01GF951@B49@>(I0%"* 3><62Z<#J[U M )5NF'_U6>Q7=7?1!LLI%7A.KGI98TSP9)8$60P!0/ ES&!,PQKJ1& MIF+K45U]H.XR+DJXH;LBG M>CG!0..,P$O.T+\"VY\(Q4VS^U,W4[_)^;S^NVX;+LCW[JDI)1.B7@MEA0B>++:+0 ;WFR3$= MD\S:\M:E(W^V?NJ#\')0/_4ARNL B35K?+[X/%BU,_2!Z.BRD75JI!84V!8A M01@1>-'921X;X^[>YU]-A_.(R_M8;?0#I(U]*5V2Q3H4/%JRK^PX^,(3!)=X MU($12WX:*/5P61ZMQNUP.$*F'0!BAQT-AD*V1/;VVP)OAE"@$H(.8/"J/DI; MBKV"$1Y$(D>CF.B#;3U_[0#RN@#3,2#8S_,:K9$7 ;9/_UYN6%->:Z^%!K2N M-L3J>E1',E#.FVXZ2 .U(K?NQMWCFC&]9^7EZM-IPQ M9916T4'Q1H!RFD*;0K:5B_8115+,/#C>=HPA/NBS\Y8'-$#1M(+N]]0ZI"'" M)1\02P"Z_B6%-EZ#RZX ZL(HO,F*N6Z>OW\]:'+6=+5K7<25)]9]!VA_EA;?/_/ZROFN^7E_\'+#[=/&AZ(9_;!*2'ZI8UB2C5$'W&<^R9,::P,$$3*#(#X>0 MG0/F;5+!!IZFL<36C,R[Z[<'JYH5&B_Y=KLOA.O3@Y\)'3/'[$!*7V0ND@A!#-*=#/>; O]\ZX@[L$:Y@!"ASL>WX;5@KBI9CWPW+HAZ:"?/[85 MZ7AF&C4A/2+@IE5#)F83A@)%UQI+0B^XX@*P9)RM$#&E==9^%RT-&X>&SJ]O M/UZ$]?KZQ8=SM +KJ!Z?*-YQ#,&C960,,4:)')$U7P2VFYQY7R2:8.&)MIU1 MPN_A.B95#*?MP,*&H>O=9[;0^:TR)"%#+:ZQ0(ZX@IQ,3@5MLJIYVF47,=TT MZ(Q3]T,8-9%]!R"Z3_^FEB*K1#9E)01&#JFR+D,PG@%G&+5@RB=L/0/O,14S MPZ:->I=-9=T#6I9?OBP7 Q\_W!3R%18Q\ S"*>*@T(D/KKWZXNUY=AD?J^9(=6^];1K(_@7D9GX,%^GJ8OB)R_)#6)\G MXO.G\XNK2\PW?_?KYN\V3-D<\]G6F9S1K$^=X$&O0D+'(%FZX133P\QB.@FS MT\EA2,&U7D0Z58+G_6I9SB]_7:[79XSG+*4B-ER,9)G%0BQ,@S#,L.RY$=BZ MO_;NZYVF;P[1],/3ZDC1=G#'OD/UA< MT@?I?_[\RX(^BNO+LVAMRDPH8)G.+T"#I(P,>C MH]8N3G!._4&.P#7V[_F)OR\O2"OKC?=P*S(;A4B%(E^3'8(*(4*T)++B* B6 MPJB@6[_H'DWLO-5[)SBWIE)<;^?7DXP.?NZ9TEXJBPF\J36$0C.(DBD0KG;M M,>E8;OVF=B")\SIJ)P+.T7 ]7(LO"J0;H9[%D'324D+B*H'RZ"'$6(\"[JT) MC@76>B#&P43.Z^[U#M1C--D!5!]4G,#--DK*[U3)B#")S7*9@#04>"^'!U]HO5C3@?9^*M=(([B2!" M=7_J,O/(PK"=4LOHN<32.DP_D,1Y?8-^\=I$I1T@]N%%=6UVCJPK%9?!^AQ! M9>O!%Y(?,X9Y+8JV=NJZS/U/R\G22!V@;[QZ.L38C43;=ZLO9V4>1-''>+L&!5U^%3\\2JN\5]7]%/>_E&;W\:L$-GQ MHT;O"=F'Q$;/M ^_=0<=YYF7+((;9AT'54<24:BK@XR8>9'9-1_;N8.6T?73 MW___MM#^HY+IL>+N MX'YZR,/M-G0'.,P/O$ MS:9<-"4L2B<&Z#-=F]DP<%X'L#)EE5 Y:UL7B.PDIB_L'*7JY^%SA-S[ ]"F M/CAG;Z5$"4%E\K1"R>3'82"52ZUS- 6GOJQZ*+]OI.2GH7.$Q'N SW(Q+CDS; MVJP4G1:@/&/@A8A %WKQ=#('KU1KM#RBHI^"_6/TNKLW[!@A=P"3G\\789'. MZT2!FTE#@_$877+64H,L]69U=>HQW=@0@@\Z8Q"%MTXD[R!EYL&)K:^C%@+O M #=U&/N:OKQ^L\C74QW/%Y]_*UNX6UD?]XCK0F@EIUH=^YNV;?_2;A>W[+\8UC__O/%\M_KF\.= M:X$FUIT\H1 KZ"!@K-/4O$XV2A[P00_ CL[9I[\S+Z#F4_YR&DW,#:J_+U>7 MG\-GO&7F3DP;;E RI5BT(&VMEM"LEJ=' SQ;KNL(E2S]7KAZ]E/S!G=]0*NM M/CJXC!\X*;_>=J(JY(G<5PY#J:Z2J4YCT3 [O;O-NKH &*;B8/K6GNU8>D>FV=6J,"=YI ]TOUM(D7B M7D>(RA85DY$RM'ZL>YJBKO*?;6#54 4= .KVWGZS7N/EF>.\YFHR:&]YK>]7 M$'G*D#"C#FBTCZT'9'U/05<9BC: &2'B#@#R?K5,B'G],PGK8ZA37AZY?-?# M?__^\<-9LFA9=B075>H(,6[ FRA ,>&-5B7'YB63A]#7E=_4Z#2:2CW3%[)M M_J#^H\Z6_I__X_\#4$L! A0#% @ UVIA5O&@BF3Z @ OP@ !\ M ( ! &5X,C,Q+61E;&]I='1E8V]N M " ;EI 0!E>&AI8FET,S$R8V9O8V5R=&EF:6-A=&EO;BYH M=&U02P$"% ,4 " #7:F%6B79_8,P$ #"$P '@ @ &, M<@$ 97AH:6)I=#,R,6-E;V-E&UL4$L! A0#% @ UVIA5JA ZPQ)6P SW8 !0 M ( !*E4& '5W;6,M,C R,C$R,S%?9S$N:G!G4$L! A0#% @ UVIA M5NUL\S2KL @<@ !0 ( !I; & '5W;6,M,C R,C$R,S%? M9S(N:G!G4$L! A0#% @ UVIA5CZP@!(^AP )IL !0 M ( !@F$' '5W;6,M,C R,C$R,S%?9S,N:G!G4$L! A0#% @ UVIA5H/S MT+YPA@( :)$# !0 ( !\N@' '5W;6,M,C R,C$R,S%?9S0N M:G!G4$L! A0#% @ UVIA5BL91*AQ+0$ \5@, !4 ( ! ME&\* '5W;6,M,C R,C$R,S%?;&%B+GAM;%!+ 0(4 Q0 ( -=J85;>6OT* M&< &*;" 5 " 3B="P!U=VUC+3(P,C(Q,C,Q7W!R92YX 8;6Q02P4& ! $ !;! A%T, end

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end XML 108 Show.js IDEA: XBRL DOCUMENT // Edgar(tm) Renderer was created by staff of the U.S. Securities and Exchange Commission. Data and content created by government employees within the scope of their employment are not subject to domestic copyright protection. 17 U.S.C. 105. var Show={};Show.LastAR=null,Show.showAR=function(a,r,w){if(Show.LastAR)Show.hideAR();var e=a;while(e&&e.nodeName!='TABLE')e=e.nextSibling;if(!e||e.nodeName!='TABLE'){var ref=((window)?w.document:document).getElementById(r);if(ref){e=ref.cloneNode(!0); e.removeAttribute('id');a.parentNode.appendChild(e)}} if(e)e.style.display='block';Show.LastAR=e};Show.hideAR=function(){Show.LastAR.style.display='none'};Show.toggleNext=function(a){var e=a;while(e.nodeName!='DIV')e=e.nextSibling;if(!e.style){}else if(!e.style.display){}else{var d,p_;if(e.style.display=='none'){d='block';p='-'}else{d='none';p='+'} e.style.display=d;if(a.textContent){a.textContent=p+a.textContent.substring(1)}else{a.innerText=p+a.innerText.substring(1)}}} XML 109 report.css IDEA: XBRL DOCUMENT /* Updated 2009-11-04 */ /* v2.2.0.24 */ /* DefRef Styles */ ..report table.authRefData{ background-color: #def; border: 2px solid #2F4497; font-size: 1em; position: absolute; } ..report table.authRefData a { display: block; font-weight: bold; } ..report table.authRefData p { margin-top: 0px; } ..report table.authRefData .hide { background-color: #2F4497; padding: 1px 3px 0px 0px; text-align: right; } ..report table.authRefData .hide a:hover { background-color: #2F4497; } ..report table.authRefData .body { height: 150px; overflow: auto; width: 400px; } ..report table.authRefData table{ font-size: 1em; } /* Report Styles */ ..pl a, .pl a:visited { color: black; text-decoration: none; } /* table */ ..report { background-color: white; border: 2px solid #acf; clear: both; color: black; font: normal 8pt Helvetica, Arial, san-serif; margin-bottom: 2em; } ..report hr { border: 1px solid #acf; } /* Top labels */ ..report th { background-color: #acf; color: black; font-weight: bold; text-align: center; } ..report th.void { background-color: transparent; color: #000000; font: bold 10pt Helvetica, Arial, san-serif; text-align: left; } ..report .pl { text-align: left; vertical-align: top; white-space: normal; width: 200px; white-space: normal; /* word-wrap: break-word; */ } ..report td.pl a.a { cursor: pointer; display: block; width: 200px; overflow: hidden; } ..report td.pl div.a { width: 200px; } ..report td.pl a:hover { background-color: #ffc; } /* Header rows... */ ..report tr.rh { background-color: #acf; color: black; font-weight: bold; } /* Calendars... */ ..report .rc { background-color: #f0f0f0; } /* Even rows... */ ..report .re, .report .reu { background-color: #def; } ..report .reu td { border-bottom: 1px solid black; } /* Odd rows... */ ..report .ro, .report .rou { background-color: white; } ..report .rou td { border-bottom: 1px solid black; } ..report .rou table td, .report .reu table td { border-bottom: 0px solid black; } /* styles for footnote marker */ ..report .fn { white-space: nowrap; } /* styles for numeric types */ ..report .num, .report .nump { text-align: right; white-space: nowrap; } ..report .nump { padding-left: 2em; } ..report .nump { padding: 0px 0.4em 0px 2em; } /* styles for text types */ ..report .text { text-align: left; white-space: normal; } ..report .text .big { margin-bottom: 1em; width: 17em; } ..report .text .more { display: none; } ..report .text .note { font-style: italic; font-weight: bold; } ..report .text .small { width: 10em; } ..report sup { font-style: italic; } ..report .outerFootnotes { font-size: 1em; } XML 110 FilingSummary.xml IDEA: XBRL DOCUMENT 3.22.4 html 268 402 1 false 85 0 false 8 false false R1.htm 0000001 - Document - Cover Sheet http://www.umw.com/role/Cover Cover Cover 1 false false R2.htm 0000002 - Document - Audit Information Sheet http://www.umw.com/role/AuditInformation Audit Information Cover 2 false false R3.htm 0000003 - Statement - CONSOLIDATED BALANCE SHEETS Sheet http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS CONSOLIDATED BALANCE SHEETS Statements 3 false false R4.htm 0000004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical) Sheet http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical CONSOLIDATED BALANCE SHEETS (Parenthetical) Statements 4 false false R5.htm 0000005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS Sheet http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS CONSOLIDATED STATEMENTS OF OPERATIONS Statements 5 false false R6.htm 0000006 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Sheet http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY Statements 6 false false R7.htm 0000007 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS Sheet http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS CONSOLIDATED STATEMENTS OF CASH FLOWS Statements 7 false false R8.htm 0000008 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPolicies Organization, Basis of Presentation and Summary of Significant Accounting Policies Notes 8 false false R9.htm 0000009 - Disclosure - Mortgage Loans at Fair Value Sheet http://www.umw.com/role/MortgageLoansatFairValue Mortgage Loans at Fair Value Notes 9 false false R10.htm 0000010 - Disclosure - Derivatives Sheet http://www.umw.com/role/Derivatives Derivatives Notes 10 false false R11.htm 0000011 - Disclosure - Accounts Receivable, Net Sheet http://www.umw.com/role/AccountsReceivableNet Accounts Receivable, Net Notes 11 false false R12.htm 0000012 - Disclosure - Mortgage Servicing Rights Sheet http://www.umw.com/role/MortgageServicingRights Mortgage Servicing Rights Notes 12 false false R13.htm 0000013 - Disclosure - Premises and Equipment, Net Sheet http://www.umw.com/role/PremisesandEquipmentNet Premises and Equipment, Net Notes 13 false false R14.htm 0000014 - Disclosure - Leases Sheet http://www.umw.com/role/Leases Leases Notes 14 false false R15.htm 0000015 - Disclosure - Warehouse And Other Secured Lines Of Credit Sheet http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCredit Warehouse And Other Secured Lines Of Credit Notes 15 false false R16.htm 0000016 - Disclosure - Other Borrowings Sheet http://www.umw.com/role/OtherBorrowings Other Borrowings Notes 16 false false R17.htm 0000017 - Disclosure - Commitments and Contingencies Sheet http://www.umw.com/role/CommitmentsandContingencies Commitments and Contingencies Notes 17 false false R18.htm 0000018 - Disclosure - Variable Interest Entities Sheet http://www.umw.com/role/VariableInterestEntities Variable Interest Entities Notes 18 false false R19.htm 0000019 - Disclosure - Non-controlling Interests Sheet http://www.umw.com/role/NoncontrollingInterests Non-controlling Interests Notes 19 false false R20.htm 0000020 - Disclosure - Regulatory Net Worth Requirements Sheet http://www.umw.com/role/RegulatoryNetWorthRequirements Regulatory Net Worth Requirements Notes 20 false false R21.htm 0000021 - Disclosure - Employee Benefit Plan Sheet http://www.umw.com/role/EmployeeBenefitPlan Employee Benefit Plan Notes 21 false false R22.htm 0000022 - Disclosure - Fair Value Measurements Sheet http://www.umw.com/role/FairValueMeasurements Fair Value Measurements Notes 22 false false R23.htm 0000023 - Disclosure - Related Party Transactions Sheet http://www.umw.com/role/RelatedPartyTransactions Related Party Transactions Notes 23 false false R24.htm 0000024 - Disclosure - Income Taxes Sheet http://www.umw.com/role/IncomeTaxes Income Taxes Notes 24 false false R25.htm 0000025 - Disclosure - Stock-Based Compensation Sheet http://www.umw.com/role/StockBasedCompensation Stock-Based Compensation Notes 25 false false R26.htm 0000026 - Disclosure - Earnings Per Share Sheet http://www.umw.com/role/EarningsPerShare Earnings Per Share Notes 26 false false R27.htm 0000027 - Disclosure - Subsequent Events Sheet http://www.umw.com/role/SubsequentEvents Subsequent Events Notes 27 false false R28.htm 0000028 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies) Policies http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPolicies 28 false false R29.htm 0000029 - Disclosure - Mortgage Loans at Fair Value (Tables) Sheet http://www.umw.com/role/MortgageLoansatFairValueTables Mortgage Loans at Fair Value (Tables) Tables http://www.umw.com/role/MortgageLoansatFairValue 29 false false R30.htm 0000030 - Disclosure - Derivatives (Tables) Sheet http://www.umw.com/role/DerivativesTables Derivatives (Tables) Tables http://www.umw.com/role/Derivatives 30 false false R31.htm 0000031 - Disclosure - Accounts Receivable, Net (Tables) Sheet http://www.umw.com/role/AccountsReceivableNetTables Accounts Receivable, Net (Tables) Tables http://www.umw.com/role/AccountsReceivableNet 31 false false R32.htm 0000032 - Disclosure - Mortgage Servicing Rights (Tables) Sheet http://www.umw.com/role/MortgageServicingRightsTables Mortgage Servicing Rights (Tables) Tables http://www.umw.com/role/MortgageServicingRights 32 false false R33.htm 0000033 - Disclosure - Premises and Equipment, Net (Tables) Sheet http://www.umw.com/role/PremisesandEquipmentNetTables Premises and Equipment, Net (Tables) Tables http://www.umw.com/role/PremisesandEquipmentNet 33 false false R34.htm 0000034 - Disclosure - Leases (Tables) Sheet http://www.umw.com/role/LeasesTables Leases (Tables) Tables http://www.umw.com/role/Leases 34 false false R35.htm 0000035 - Disclosure - Warehouse And Other Secured Lines Of Credit (Tables) Sheet http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditTables Warehouse And Other Secured Lines Of Credit (Tables) Tables http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCredit 35 false false R36.htm 0000036 - Disclosure - Other Borrowings (Tables) Sheet http://www.umw.com/role/OtherBorrowingsTables Other Borrowings (Tables) Tables http://www.umw.com/role/OtherBorrowings 36 false false R37.htm 0000037 - Disclosure - Commitment and Contingencies (Tables) Sheet http://www.umw.com/role/CommitmentandContingenciesTables Commitment and Contingencies (Tables) Tables 37 false false R38.htm 0000038 - Disclosure - Non-controlling Interests (Tables) Sheet http://www.umw.com/role/NoncontrollingInterestsTables Non-controlling Interests (Tables) Tables http://www.umw.com/role/NoncontrollingInterests 38 false false R39.htm 0000039 - Disclosure - Fair Value Measurements (Tables) Sheet http://www.umw.com/role/FairValueMeasurementsTables Fair Value Measurements (Tables) Tables http://www.umw.com/role/FairValueMeasurements 39 false false R40.htm 0000040 - Disclosure - Income Taxes (Tables) Sheet http://www.umw.com/role/IncomeTaxesTables Income Taxes (Tables) Tables http://www.umw.com/role/IncomeTaxes 40 false false R41.htm 0000041 - Disclosure - Stock-Based Compensation (Tables) Sheet http://www.umw.com/role/StockBasedCompensationTables Stock-Based Compensation (Tables) Tables http://www.umw.com/role/StockBasedCompensation 41 false false R42.htm 0000042 - Disclosure - Earnings Per Share (Tables) Sheet http://www.umw.com/role/EarningsPerShareTables Earnings Per Share (Tables) Tables http://www.umw.com/role/EarningsPerShare 42 false false R43.htm 0000043 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details) Details http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies 43 false false R44.htm 0000044 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details) Details 44 false false R45.htm 0000045 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details) Details 45 false false R46.htm 0000046 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesTaxReceivableAgreementDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details) Details 46 false false R47.htm 0000047 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details) Details 47 false false R48.htm 0000048 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details) Details 48 false false R49.htm 0000049 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesAdvertisingandMarketingDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details) Details 49 false false R50.htm 0000050 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details) Sheet http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesEscrowandFiduciaryFundsDetails Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details) Details 50 false false R51.htm 0000051 - Disclosure - Mortgage Loans at Fair Value (Details) Sheet http://www.umw.com/role/MortgageLoansatFairValueDetails Mortgage Loans at Fair Value (Details) Details http://www.umw.com/role/MortgageLoansatFairValueTables 51 false false R52.htm 0000052 - Disclosure - Derivatives - Additional Information (Details) Sheet http://www.umw.com/role/DerivativesAdditionalInformationDetails Derivatives - Additional Information (Details) Details 52 false false R53.htm 0000053 - Disclosure - Derivatives - Schedule of Derivative Instruments (Details) Sheet http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails Derivatives - Schedule of Derivative Instruments (Details) Details 53 false false R54.htm 0000054 - Disclosure - Accounts Receivable, Net (Details) Sheet http://www.umw.com/role/AccountsReceivableNetDetails Accounts Receivable, Net (Details) Details http://www.umw.com/role/AccountsReceivableNetTables 54 false false R55.htm 0000055 - Disclosure - Mortgage Servicing Rights - Additional Information (Details) Sheet http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails Mortgage Servicing Rights - Additional Information (Details) Details 55 false false R56.htm 0000056 - Disclosure - Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) Sheet http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details) Details 56 false false R57.htm 0000057 - Disclosure - Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) Sheet http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails Mortgage Servicing Rights - Summary of Loan Servicing Income (Details) Details 57 false false R58.htm 0000058 - Disclosure - Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details) Sheet http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details) Details 58 false false R59.htm 0000059 - Disclosure - Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) Sheet http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details) Details 59 false false R60.htm 0000060 - Disclosure - Premises and Equipment, Net (Details) Sheet http://www.umw.com/role/PremisesandEquipmentNetDetails Premises and Equipment, Net (Details) Details http://www.umw.com/role/PremisesandEquipmentNetTables 60 false false R61.htm 0000061 - Disclosure - Leases - Additional Information (Details) Sheet http://www.umw.com/role/LeasesAdditionalInformationDetails Leases - Additional Information (Details) Details 61 false false R62.htm 0000062 - Disclosure - Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) Sheet http://www.umw.com/role/LeasesScheduleofSupplementalCashFlowInformationRelatedtoLeasesDetails Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details) Details 62 false false R63.htm 0000063 - Disclosure - Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details) Sheet http://www.umw.com/role/LeasesScheduleofAdditionalSupplementalFlowInformationRelatedtoLeasesDetails Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details) Details 63 false false R64.htm 0000064 - Disclosure - Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details) Sheet http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details) Details 64 false false R65.htm 0000065 - Disclosure - Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details) Sheet http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details) Details 65 false false R66.htm 0000066 - Disclosure - Warehouse And Other Secured Lines Of Credit - Summary of Line of Credit (Details) Sheet http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails Warehouse And Other Secured Lines Of Credit - Summary of Line of Credit (Details) Details 66 false false R67.htm 0000067 - Disclosure - Warehouse And Other Secured Lines Of Credit - Additional Information (Details) Sheet http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails Warehouse And Other Secured Lines Of Credit - Additional Information (Details) Details 67 false false R68.htm 0000068 - Disclosure - Other Borrowings - Summary of Senior Unsecured Notes (Details) Notes http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails Other Borrowings - Summary of Senior Unsecured Notes (Details) Details 68 false false R69.htm 0000069 - Disclosure - Other Borrowings - Additional Information (Details) Sheet http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails Other Borrowings - Additional Information (Details) Details 69 false false R70.htm 0000070 - Disclosure - Commitments and Contingencies - Additional Information (Details) Sheet http://www.umw.com/role/CommitmentsandContingenciesAdditionalInformationDetails Commitments and Contingencies - Additional Information (Details) Details 70 false false R71.htm 0000071 - Disclosure - Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) Sheet http://www.umw.com/role/CommitmentsandContingenciesActivityofRepresentationandWarrantiesReserveDetails Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details) Details 71 false false R72.htm 0000072 - Disclosure - Variable Interest Entities (Details) Sheet http://www.umw.com/role/VariableInterestEntitiesDetails Variable Interest Entities (Details) Details http://www.umw.com/role/VariableInterestEntities 72 false false R73.htm 0000073 - Disclosure - Non-controlling Interests (Details) Sheet http://www.umw.com/role/NoncontrollingInterestsDetails Non-controlling Interests (Details) Details http://www.umw.com/role/NoncontrollingInterestsTables 73 false false R74.htm 0000074 - Disclosure - Regulatory Net Worth Requirements - Additional Details (Details) Sheet http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails Regulatory Net Worth Requirements - Additional Details (Details) Details 74 false false R75.htm 0000075 - Disclosure - Employee Benefit Plan (Details) Sheet http://www.umw.com/role/EmployeeBenefitPlanDetails Employee Benefit Plan (Details) Details http://www.umw.com/role/EmployeeBenefitPlan 75 false false R76.htm 0000076 - Disclosure - Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) Sheet http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details) Details 76 false false R77.htm 0000077 - Disclosure - Fair Value Measurements - Quantitative Information (Details) Sheet http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails Fair Value Measurements - Quantitative Information (Details) Details 77 false false R78.htm 0000078 - Disclosure - Fair Value Measurements - Other Financial Instruments (Details) Sheet http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails Fair Value Measurements - Other Financial Instruments (Details) Details 78 false false R79.htm 0000079 - Disclosure - Related Party Transactions (Details) Sheet http://www.umw.com/role/RelatedPartyTransactionsDetails Related Party Transactions (Details) Details http://www.umw.com/role/RelatedPartyTransactions 79 false false R80.htm 0000080 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details) Sheet http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails Income Taxes - Effective Income Tax Rate Reconciliation (Details) Details 80 false false R81.htm 0000081 - Disclosure - Income Taxes - Components of Income Tax (Details) Sheet http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails Income Taxes - Components of Income Tax (Details) Details 81 false false R82.htm 0000082 - Disclosure - Income Taxes - Deferred Tax Assets and Liabilities (Details) Sheet http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails Income Taxes - Deferred Tax Assets and Liabilities (Details) Details 82 false false R83.htm 0000083 - Disclosure - Income Taxes (Details) Sheet http://www.umw.com/role/IncomeTaxesDetails Income Taxes (Details) Details http://www.umw.com/role/IncomeTaxesTables 83 false false R84.htm 0000084 - Disclosure - Stock-Based Compensation - Summary of RSU Activity (Details) Sheet http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails Stock-Based Compensation - Summary of RSU Activity (Details) Details 84 false false R85.htm 0000085 - Disclosure - Stock-Based Compensation - Additional Information (Details) Sheet http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails Stock-Based Compensation - Additional Information (Details) Details 85 false false R86.htm 0000086 - Disclosure - Earnings Per Share - Additional Information (Details) Sheet http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails Earnings Per Share - Additional Information (Details) Details 86 false false R87.htm 0000087 - Disclosure - Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) Sheet http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details) Details 87 false false R88.htm 0000088 - Disclosure - Subsequent Events (Details) Sheet http://www.umw.com/role/SubsequentEventsDetails Subsequent Events (Details) Details http://www.umw.com/role/SubsequentEvents 88 false false R9999.htm Uncategorized Items - uwmc-20221231.htm Sheet http://xbrl.sec.gov/role/uncategorizedFacts Uncategorized Items - uwmc-20221231.htm Cover 89 false false All Reports Book All Reports [ix-0514-Hidden-Fact-Eligible-For-Transform] WARN: 3 fact(s) appearing in ix:hidden were eligible for transformation: us-gaap:DebtInstrumentTerm, us-gaap:LesseeOperatingLeaseRemainingLeaseTerm, uwmc:ClassOfWarrantOrRightIssued - uwmc-20221231.htm 4 uwmc-20221231.htm ex231-deloitteconsentq42022.htm exhibit10221-amendment1wit.htm exhibit311ceocertification.htm exhibit312cfocertification.htm exhibit321ceocertification.htm exhibit322cfocertification.htm uwmc-20221231.xsd uwmc-20221231_cal.xml uwmc-20221231_def.xml uwmc-20221231_lab.xml uwmc-20221231_pre.xml uwmc-20221231_g1.jpg uwmc-20221231_g2.jpg uwmc-20221231_g3.jpg uwmc-20221231_g4.jpg http://fasb.org/us-gaap/2022 http://xbrl.sec.gov/dei/2022 true true JSON 113 MetaLinks.json IDEA: XBRL DOCUMENT { "instance": { "uwmc-20221231.htm": { "axisCustom": 0, "axisStandard": 30, "baseTaxonomies": { "http://fasb.org/us-gaap/2022": 920, "http://xbrl.sec.gov/dei/2022": 41 }, "contextCount": 268, "dts": { "calculationLink": { "local": [ "uwmc-20221231_cal.xml" ] }, "definitionLink": { "local": [ "uwmc-20221231_def.xml" ] }, "inline": { "local": [ "uwmc-20221231.htm" ] }, "labelLink": { "local": [ "uwmc-20221231_lab.xml" ] }, "presentationLink": { "local": [ "uwmc-20221231_pre.xml" ] }, "schema": { "local": [ "uwmc-20221231.xsd" ], "remote": [ "http://www.xbrl.org/2003/xbrl-instance-2003-12-31.xsd", "http://www.xbrl.org/2003/xbrl-linkbase-2003-12-31.xsd", "http://www.xbrl.org/2003/xl-2003-12-31.xsd", "http://www.xbrl.org/2003/xlink-2003-12-31.xsd", "http://www.xbrl.org/2005/xbrldt-2005.xsd", "http://www.xbrl.org/2006/ref-2006-02-27.xsd", "http://www.xbrl.org/lrr/role/negated-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/net-2009-12-16.xsd", "http://www.xbrl.org/lrr/role/reference-2009-12-16.xsd", "https://www.xbrl.org/2020/extensible-enumerations-2.0.xsd", "https://www.xbrl.org/dtr/type/2020-01-21/types.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-roles-2022.xsd", "https://xbrl.fasb.org/srt/2022/elts/srt-types-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-gaap-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-roles-2022.xsd", "https://xbrl.fasb.org/us-gaap/2022/elts/us-types-2022.xsd", "https://xbrl.sec.gov/country/2022/country-2022.xsd", "https://xbrl.sec.gov/dei/2022/dei-2022.xsd" ] } }, "elementCount": 638, "entityCount": 1, "hidden": { "http://fasb.org/us-gaap/2022": 2, "http://www.umw.com/20221231": 1, "http://xbrl.sec.gov/dei/2022": 4, "total": 7 }, "keyCustom": 77, "keyStandard": 325, "memberCustom": 41, "memberStandard": 40, "nsprefix": "uwmc", "nsuri": "http://www.umw.com/20221231", "report": { "R1": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "true", "longName": "0000001 - Document - Cover", "menuCat": "Cover", "order": "1", "role": "http://www.umw.com/role/Cover", "shortName": "Cover", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:DocumentType", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R10": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000010 - Disclosure - Derivatives", "menuCat": "Notes", "order": "10", "role": "http://www.umw.com/role/Derivatives", "shortName": "Derivatives", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R11": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000011 - Disclosure - Accounts Receivable, Net", "menuCat": "Notes", "order": "11", "role": "http://www.umw.com/role/AccountsReceivableNet", "shortName": "Accounts Receivable, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R12": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:TransfersAndServicingOfFinancialAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000012 - Disclosure - Mortgage Servicing Rights", "menuCat": "Notes", "order": "12", "role": "http://www.umw.com/role/MortgageServicingRights", "shortName": "Mortgage Servicing Rights", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:TransfersAndServicingOfFinancialAssetsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R13": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000013 - Disclosure - Premises and Equipment, Net", "menuCat": "Notes", "order": "13", "role": "http://www.umw.com/role/PremisesandEquipmentNet", "shortName": "Premises and Equipment, Net", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R14": { "firstAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000014 - Disclosure - Leases", "menuCat": "Notes", "order": "14", "role": "http://www.umw.com/role/Leases", "shortName": "Leases", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "us-gaap:LesseeFinanceLeasesTextBlock", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeasesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R15": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000015 - Disclosure - Warehouse And Other Secured Lines Of Credit", "menuCat": "Notes", "order": "15", "role": "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCredit", "shortName": "Warehouse And Other Secured Lines Of Credit", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DebtDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R16": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000016 - Disclosure - Other Borrowings", "menuCat": "Notes", "order": "16", "role": "http://www.umw.com/role/OtherBorrowings", "shortName": "Other Borrowings", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R17": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000017 - Disclosure - Commitments and Contingencies", "menuCat": "Notes", "order": "17", "role": "http://www.umw.com/role/CommitmentsandContingencies", "shortName": "Commitments and Contingencies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CommitmentsAndContingenciesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R18": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000018 - Disclosure - Variable Interest Entities", "menuCat": "Notes", "order": "18", "role": "http://www.umw.com/role/VariableInterestEntities", "shortName": "Variable Interest Entities", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:VariableInterestEntityDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R19": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MinorityInterestDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000019 - Disclosure - Non-controlling Interests", "menuCat": "Notes", "order": "19", "role": "http://www.umw.com/role/NoncontrollingInterests", "shortName": "Non-controlling Interests", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:MinorityInterestDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R2": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "document", "isDefault": "false", "longName": "0000002 - Document - Audit Information", "menuCat": "Cover", "order": "2", "role": "http://www.umw.com/role/AuditInformation", "shortName": "Audit Information", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "dei:AuditorName", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R20": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RegulatoryCapitalRequirementsForMortgageCompaniesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000020 - Disclosure - Regulatory Net Worth Requirements", "menuCat": "Notes", "order": "20", "role": "http://www.umw.com/role/RegulatoryNetWorthRequirements", "shortName": "Regulatory Net Worth Requirements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RegulatoryCapitalRequirementsForMortgageCompaniesDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R21": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CompensationAndEmployeeBenefitPlansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000021 - Disclosure - Employee Benefit Plan", "menuCat": "Notes", "order": "21", "role": "http://www.umw.com/role/EmployeeBenefitPlan", "shortName": "Employee Benefit Plan", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:CompensationAndEmployeeBenefitPlansTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R22": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000022 - Disclosure - Fair Value Measurements", "menuCat": "Notes", "order": "22", "role": "http://www.umw.com/role/FairValueMeasurements", "shortName": "Fair Value Measurements", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R23": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000023 - Disclosure - Related Party Transactions", "menuCat": "Notes", "order": "23", "role": "http://www.umw.com/role/RelatedPartyTransactions", "shortName": "Related Party Transactions", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:RelatedPartyTransactionsDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R24": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000024 - Disclosure - Income Taxes", "menuCat": "Notes", "order": "24", "role": "http://www.umw.com/role/IncomeTaxes", "shortName": "Income Taxes", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R25": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000025 - Disclosure - Stock-Based Compensation", "menuCat": "Notes", "order": "25", "role": "http://www.umw.com/role/StockBasedCompensation", "shortName": "Stock-Based Compensation", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R26": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000026 - Disclosure - Earnings Per Share", "menuCat": "Notes", "order": "26", "role": "http://www.umw.com/role/EarningsPerShare", "shortName": "Earnings Per Share", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:EarningsPerShareTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R27": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000027 - Disclosure - Subsequent Events", "menuCat": "Notes", "order": "27", "role": "http://www.umw.com/role/SubsequentEvents", "shortName": "Subsequent Events", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:SubsequentEventsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R28": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "uwmc:OrganizationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000028 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)", "menuCat": "Policies", "order": "28", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies (Policies)", "subGroupType": "policies", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "uwmc:OrganizationPolicyTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R29": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueOptionQuantitativeDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000029 - Disclosure - Mortgage Loans at Fair Value (Tables)", "menuCat": "Tables", "order": "29", "role": "http://www.umw.com/role/MortgageLoansatFairValueTables", "shortName": "Mortgage Loans at Fair Value (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:FairValueOptionQuantitativeDisclosuresTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R3": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000003 - Statement - CONSOLIDATED BALANCE SHEETS", "menuCat": "Statements", "order": "3", "role": "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "shortName": "CONSOLIDATED BALANCE SHEETS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CashAndCashEquivalentsAtCarryingValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R30": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000030 - Disclosure - Derivatives (Tables)", "menuCat": "Tables", "order": "30", "role": "http://www.umw.com/role/DerivativesTables", "shortName": "Derivatives (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R31": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000031 - Disclosure - Accounts Receivable, Net (Tables)", "menuCat": "Tables", "order": "31", "role": "http://www.umw.com/role/AccountsReceivableNetTables", "shortName": "Accounts Receivable, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R32": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfServicingAssetsAtAmortizedValueTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000032 - Disclosure - Mortgage Servicing Rights (Tables)", "menuCat": "Tables", "order": "32", "role": "http://www.umw.com/role/MortgageServicingRightsTables", "shortName": "Mortgage Servicing Rights (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfServicingAssetsAtAmortizedValueTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R33": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000033 - Disclosure - Premises and Equipment, Net (Tables)", "menuCat": "Tables", "order": "33", "role": "http://www.umw.com/role/PremisesandEquipmentNetTables", "shortName": "Premises and Equipment, Net (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:PropertyPlantAndEquipmentTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R34": { "firstAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000034 - Disclosure - Leases (Tables)", "menuCat": "Tables", "order": "34", "role": "http://www.umw.com/role/LeasesTables", "shortName": "Leases (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R35": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000035 - Disclosure - Warehouse And Other Secured Lines Of Credit (Tables)", "menuCat": "Tables", "order": "35", "role": "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditTables", "shortName": "Warehouse And Other Secured Lines Of Credit (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R36": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000036 - Disclosure - Other Borrowings (Tables)", "menuCat": "Tables", "order": "36", "role": "http://www.umw.com/role/OtherBorrowingsTables", "shortName": "Other Borrowings (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfDebtTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R37": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "uwmc:MovementInRepresentationAndWarrantyReserveTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000037 - Disclosure - Commitment and Contingencies (Tables)", "menuCat": "Tables", "order": "37", "role": "http://www.umw.com/role/CommitmentandContingenciesTables", "shortName": "Commitment and Contingencies (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "uwmc:MovementInRepresentationAndWarrantyReserveTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R38": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000038 - Disclosure - Non-controlling Interests (Tables)", "menuCat": "Tables", "order": "38", "role": "http://www.umw.com/role/NoncontrollingInterestsTables", "shortName": "Non-controlling Interests (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfStockholdersEquityTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R39": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000039 - Disclosure - Fair Value Measurements (Tables)", "menuCat": "Tables", "order": "39", "role": "http://www.umw.com/role/FairValueMeasurementsTables", "shortName": "Fair Value Measurements (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R4": { "firstAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "uwmc:RelatedPartyOperatingLeaseAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000004 - Statement - CONSOLIDATED BALANCE SHEETS (Parenthetical)", "menuCat": "Statements", "order": "4", "role": "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "shortName": "CONSOLIDATED BALANCE SHEETS (Parenthetical)", "subGroupType": "parenthetical", "uniqueAnchor": { "ancestors": [ "span", "div", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "uwmc:RelatedPartyOperatingLeaseAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R40": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000040 - Disclosure - Income Taxes (Tables)", "menuCat": "Tables", "order": "40", "role": "http://www.umw.com/role/IncomeTaxesTables", "shortName": "Income Taxes (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R41": { "firstAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000041 - Disclosure - Stock-Based Compensation (Tables)", "menuCat": "Tables", "order": "41", "role": "http://www.umw.com/role/StockBasedCompensationTables", "shortName": "Stock-Based Compensation (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R42": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000042 - Disclosure - Earnings Per Share (Tables)", "menuCat": "Tables", "order": "42", "role": "http://www.umw.com/role/EarningsPerShareTables", "shortName": "Earnings Per Share (Tables)", "subGroupType": "tables", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R43": { "firstAnchor": { "ancestors": [ "uwmc:CommonStockVotingRightsNumber", "span", "div", "uwmc:OrganizationPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i8411185efe004569b292ed97d9cefc3e_I20210121", "decimals": "0", "first": true, "lang": "en-US", "name": "uwmc:CommonStockVotingRightsNumber", "reportCount": 1, "unique": true, "unitRef": "vote", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000043 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details)", "menuCat": "Details", "order": "43", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Organization (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "uwmc:CommonStockVotingRightsNumber", "span", "div", "uwmc:OrganizationPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i8411185efe004569b292ed97d9cefc3e_I20210121", "decimals": "0", "first": true, "lang": "en-US", "name": "uwmc:CommonStockVotingRightsNumber", "reportCount": 1, "unique": true, "unitRef": "vote", "xsiNil": "false" } }, "R44": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "us-gaap:ConsolidationPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i803dba850c4349829a59109c8c46a90f_I20210121", "decimals": "-5", "first": true, "lang": "en-US", "name": "uwmc:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedWarrants", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000044 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details)", "menuCat": "Details", "order": "44", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Basis of Presentation and Consolidation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:BasisOfAccountingPolicyPolicyTextBlock", "us-gaap:ConsolidationPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i803dba850c4349829a59109c8c46a90f_I20210121", "decimals": "-5", "first": true, "lang": "en-US", "name": "uwmc:BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedWarrants", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R45": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ServicingAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000045 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details)", "menuCat": "Details", "order": "45", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Mortgage Servicing Rights and Revenue Recognition (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "uwmc:MortgageServicingRightsAndRevenueRecognitionSaleOfMSRsPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i8d30646bd531425bbe268141ca40ebed_I20210101", "decimals": "-5", "lang": "en-US", "name": "us-gaap:ServicingAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R46": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "uwmc:TaxReceivableAgreementLiability", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000046 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details)", "menuCat": "Details", "order": "46", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesTaxReceivableAgreementDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Tax Receivable Agreement (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "lang": "en-US", "name": "uwmc:IncreaseDecreaseInTaxReceivableAgreement", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R47": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FairValueAdjustmentOfWarrants", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000047 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details)", "menuCat": "Details", "order": "47", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Public and Private Warrants (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "uwmc:WarrantsPolicyPolicyTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i53903f91f57e4709a38eb3729cab741a_I20210121", "decimals": "0", "lang": "en-US", "name": "us-gaap:ClassOfWarrantOrRightOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R48": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ie779bfdebdd743289873bb8f99f65bb2_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000048 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details)", "menuCat": "Details", "order": "48", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Stock-Based Compensation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ShareBasedCompensationOptionAndIncentivePlansPolicy", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ie779bfdebdd743289873bb8f99f65bb2_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R49": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:MarketingAndAdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000049 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details)", "menuCat": "Details", "order": "49", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesAdvertisingandMarketingDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Advertising and Marketing (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:MarketingAndAdvertisingExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R5": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnSalesOfLoansNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000005 - Statement - CONSOLIDATED STATEMENTS OF OPERATIONS", "menuCat": "Statements", "order": "5", "role": "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "shortName": "CONSOLIDATED STATEMENTS OF OPERATIONS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:GainLossOnSalesOfLoansNet", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R50": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-7", "first": true, "lang": "en-US", "name": "us-gaap:EscrowDeposit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000050 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details)", "menuCat": "Details", "order": "50", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesEscrowandFiduciaryFundsDetails", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies - Escrow and Fiduciary Funds (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-7", "first": true, "lang": "en-US", "name": "us-gaap:EscrowDeposit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R51": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LoansReceivableHeldForSaleNetNotPartOfDisposalGroup", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000051 - Disclosure - Mortgage Loans at Fair Value (Details)", "menuCat": "Details", "order": "51", "role": "http://www.umw.com/role/MortgageLoansatFairValueDetails", "shortName": "Mortgage Loans at Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LoansReceivableHeldForSaleNetNotPartOfDisposalGroup", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R52": { "firstAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i9e28c452624b49e881a9ccff506e2c1a_D20220101-20220331", "decimals": "2", "first": true, "lang": "en-US", "name": "uwmc:InterestRateLockCommitmentPullThroughRate", "reportCount": 1, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000052 - Disclosure - Derivatives - Additional Information (Details)", "menuCat": "Details", "order": "52", "role": "http://www.umw.com/role/DerivativesAdditionalInformationDetails", "shortName": "Derivatives - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R53": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeAssets", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000053 - Disclosure - Derivatives - Schedule of Derivative Instruments (Details)", "menuCat": "Details", "order": "53", "role": "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails", "shortName": "Derivatives - Schedule of Derivative Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDerivativeInstrumentsTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "idc0d3e8159dc4f508d9216ab8845abe8_I20221231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DerivativeAssets", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R54": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "uwmc:ServicingAdvances", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000054 - Disclosure - Accounts Receivable, Net (Details)", "menuCat": "Details", "order": "54", "role": "http://www.umw.com/role/AccountsReceivableNetDetails", "shortName": "Accounts Receivable, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "uwmc:ServicingAdvances", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R55": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ServicingAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000055 - Disclosure - Mortgage Servicing Rights - Additional Information (Details)", "menuCat": "Details", "order": "55", "role": "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "shortName": "Mortgage Servicing Rights - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ifedabcdd15364c69a67d4e9ef2627125_I20221231", "decimals": "-8", "lang": "en-US", "name": "us-gaap:ServicingAsset", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R56": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfServicingAssetsAtAmortizedValueTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "id5de092215624a90bc88b835af01a591_I20211231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ServicingAssetAtFairValueAmount", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000056 - Disclosure - Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details)", "menuCat": "Details", "order": "56", "role": "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails", "shortName": "Mortgage Servicing Rights - Summary of Mortgage Servicing Rights Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfServicingAssetsAtAmortizedValueTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i963ca0b0946342dfb4a28f1b0507d74b_D20220101-20221231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:ServicingAssetAtFairValueAdditions", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R57": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "uwmc:ScheduleOfFeesRecognizedInExchangeForServicingFinancialAssetsTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractuallySpecifiedServicingFeesAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000057 - Disclosure - Mortgage Servicing Rights - Summary of Loan Servicing Income (Details)", "menuCat": "Details", "order": "57", "role": "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails", "shortName": "Mortgage Servicing Rights - Summary of Loan Servicing Income (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "uwmc:ScheduleOfFeesRecognizedInExchangeForServicingFinancialAssetsTableTextBlock", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ContractuallySpecifiedServicingFeesAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R58": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAssumptionsForFairValueAsOfBalanceSheetDateOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrServicingLiabilitiesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i228e9931e41242cba8f43709cecbeeaf_D20220101-20220331", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValueDiscountRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000058 - Disclosure - Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details)", "menuCat": "Details", "order": "58", "role": "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "shortName": "Mortgage Servicing Rights - Summary of Key Unobservable Inputs Used in Determining the Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfAssumptionsForFairValueAsOfBalanceSheetDateOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrServicingLiabilitiesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i228e9931e41242cba8f43709cecbeeaf_D20220101-20220331", "decimals": "3", "first": true, "lang": "en-US", "name": "us-gaap:ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValueDiscountRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R59": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfServicingAssetsAtFairValueTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ifedabcdd15364c69a67d4e9ef2627125_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000059 - Disclosure - Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details)", "menuCat": "Details", "order": "59", "role": "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails", "shortName": "Mortgage Servicing Rights - Schedule of Analysis of Change in Fair Value (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfServicingAssetsAtFairValueTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ifedabcdd15364c69a67d4e9ef2627125_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R6": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i09b0aefe8e414408984138aefb2c735b_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000006 - Statement - CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "menuCat": "Statements", "order": "6", "role": "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "shortName": "CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i09b0aefe8e414408984138aefb2c735b_I20191231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R60": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000060 - Disclosure - Premises and Equipment, Net (Details)", "menuCat": "Details", "order": "60", "role": "http://www.umw.com/role/PremisesandEquipmentNetDetails", "shortName": "Premises and Equipment, Net (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "ix:continuation", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R61": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000061 - Disclosure - Leases - Additional Information (Details)", "menuCat": "Details", "order": "61", "role": "http://www.umw.com/role/LeasesAdditionalInformationDetails", "shortName": "Leases - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "lang": "en-US", "name": "uwmc:RelatedPartyOperatingLeaseExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R62": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000062 - Disclosure - Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details)", "menuCat": "Details", "order": "62", "role": "http://www.umw.com/role/LeasesScheduleofSupplementalCashFlowInformationRelatedtoLeasesDetails", "shortName": "Leases - Schedule of Supplemental Cash Flow Information Related to Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "us-gaap:ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeasePayments", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R63": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "uwmc:ScheduleOfAdditionalSupplementalFlowInformationRelatedToLeasesTableTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000063 - Disclosure - Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details)", "menuCat": "Details", "order": "63", "role": "http://www.umw.com/role/LeasesScheduleofAdditionalSupplementalFlowInformationRelatedtoLeasesDetails", "shortName": "Leases - Schedule of Additional Supplemental Flow Information Related to Leases (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "uwmc:ScheduleOfAdditionalSupplementalFlowInformationRelatedToLeasesTableTextBlock", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseWeightedAverageRemainingLeaseTerm1", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R64": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000064 - Disclosure - Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details)", "menuCat": "Details", "order": "64", "role": "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails", "shortName": "Leases - Schedule of Maturities of Company's Operating Lease Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R65": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000065 - Disclosure - Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details)", "menuCat": "Details", "order": "65", "role": "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails", "shortName": "Leases - Summary of Maturities of the Company's Financing Lease Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FinanceLeaseLiabilityMaturityTableTextBlock", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R66": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LineOfCredit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000066 - Disclosure - Warehouse And Other Secured Lines Of Credit - Summary of Line of Credit (Details)", "menuCat": "Details", "order": "66", "role": "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails", "shortName": "Warehouse And Other Secured Lines Of Credit - Summary of Line of Credit (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "us-gaap:ScheduleOfLineOfCreditFacilitiesTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i3f215f266b7245c1a9f1708840ed6b07_I20221231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:LineOfCreditFacilityCurrentBorrowingCapacity", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R67": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LineOfCredit", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000067 - Disclosure - Warehouse And Other Secured Lines Of Credit - Additional Information (Details)", "menuCat": "Details", "order": "67", "role": "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "shortName": "Warehouse And Other Secured Lines Of Credit - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i66c0ad00fc9f4d9d8a9a8566f30cac6b_I20221231", "decimals": "-5", "lang": "en-US", "name": "us-gaap:LineOfCredit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R68": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000068 - Disclosure - Other Borrowings - Summary of Senior Unsecured Notes (Details)", "menuCat": "Details", "order": "68", "role": "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails", "shortName": "Other Borrowings - Summary of Senior Unsecured Notes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "4", "lang": "en-US", "name": "us-gaap:DebtWeightedAverageInterestRate", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R69": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfDebtTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebt", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000069 - Disclosure - Other Borrowings - Additional Information (Details)", "menuCat": "Details", "order": "69", "role": "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "shortName": "Other Borrowings - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "iadf2fab3e7164b7680c2d9e7c0946ed7_I20201103", "decimals": "-5", "lang": "en-US", "name": "us-gaap:DebtInstrumentFaceAmount", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R7": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "statement", "isDefault": "false", "longName": "0000007 - Statement - CONSOLIDATED STATEMENTS OF CASH FLOWS", "menuCat": "Statements", "order": "7", "role": "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "shortName": "CONSOLIDATED STATEMENTS OF CASH FLOWS", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "lang": "en-US", "name": "uwmc:ReserveForRepresentationsAndWarranties", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R70": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "uwmc:PaymentsForRepurchaseOfLoans", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000070 - Disclosure - Commitments and Contingencies - Additional Information (Details)", "menuCat": "Details", "order": "70", "role": "http://www.umw.com/role/CommitmentsandContingenciesAdditionalInformationDetails", "shortName": "Commitments and Contingencies - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "uwmc:PaymentsForRepurchaseOfLoans", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R71": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "uwmc:MovementInRepresentationAndWarrantyReserveTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "uwmc:RepresentationAndWarrantyReserve", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000071 - Disclosure - Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details)", "menuCat": "Details", "order": "71", "role": "http://www.umw.com/role/CommitmentsandContingenciesActivityofRepresentationandWarrantiesReserveDetails", "shortName": "Commitments and Contingencies - Activity of Representation and Warranties Reserve (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "uwmc:MovementInRepresentationAndWarrantyReserveTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i7f6d76da8df74eb495d5fc7b1fd753b5_I20191231", "decimals": "-3", "lang": "en-US", "name": "uwmc:RepresentationAndWarrantyReserve", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R72": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i09a6f7e9d83c411d8e3409a273244d96_D20210101-20211231", "decimals": "2", "first": true, "lang": "en-US", "name": "uwmc:PercentageOfBeneficialInterestInSecuritizedAssets", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000072 - Disclosure - Variable Interest Entities (Details)", "menuCat": "Details", "order": "72", "role": "http://www.umw.com/role/VariableInterestEntitiesDetails", "shortName": "Variable Interest Entities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i09a6f7e9d83c411d8e3409a273244d96_D20210101-20211231", "decimals": "2", "first": true, "lang": "en-US", "name": "uwmc:PercentageOfBeneficialInterestInSecuritizedAssets", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R73": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i7870e1888e784225a9717a46d6ec8c78_I20221231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:CommonUnitOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000073 - Disclosure - Non-controlling Interests (Details)", "menuCat": "Details", "order": "73", "role": "http://www.umw.com/role/NoncontrollingInterestsDetails", "shortName": "Non-controlling Interests (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i7870e1888e784225a9717a46d6ec8c78_I20221231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:CommonUnitOutstanding", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R74": { "firstAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i925ac789c43d461ba319df9b3e637f16_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:MinimumNetWorthRequiredForCompliance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000074 - Disclosure - Regulatory Net Worth Requirements - Additional Details (Details)", "menuCat": "Details", "order": "74", "role": "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails", "shortName": "Regulatory Net Worth Requirements - Additional Details (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "ix:continuation", "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i925ac789c43d461ba319df9b3e637f16_I20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:MinimumNetWorthRequiredForCompliance", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R75": { "firstAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000075 - Disclosure - Employee Benefit Plan (Details)", "menuCat": "Details", "order": "75", "role": "http://www.umw.com/role/EmployeeBenefitPlanDetails", "shortName": "Employee Benefit Plan (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "ix:continuation", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R76": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:MortgagesHeldForSaleFairValueDisclosure", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000076 - Disclosure - Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)", "menuCat": "Details", "order": "76", "role": "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails", "shortName": "Fair Value Measurements - Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:RetainedInterestFairValueDisclosure", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R77": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "if9cbaef6cb8a4460beed62782ee29989_I20221231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeAssetMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000077 - Disclosure - Fair Value Measurements - Quantitative Information (Details)", "menuCat": "Details", "order": "77", "role": "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails", "shortName": "Fair Value Measurements - Quantitative Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "if9cbaef6cb8a4460beed62782ee29989_I20221231", "decimals": "2", "first": true, "lang": "en-US", "name": "us-gaap:DerivativeAssetMeasurementInput", "reportCount": 1, "unique": true, "unitRef": "number", "xsiNil": "false" } }, "R78": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ida1f994a22c54e2aa3429e407477d512_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000078 - Disclosure - Fair Value Measurements - Other Financial Instruments (Details)", "menuCat": "Details", "order": "78", "role": "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "shortName": "Fair Value Measurements - Other Financial Instruments (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ida1f994a22c54e2aa3429e407477d512_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:LongTermDebtFairValue", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R79": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:OperatingLeaseExpense", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000079 - Disclosure - Related Party Transactions (Details)", "menuCat": "Details", "order": "79", "role": "http://www.umw.com/role/RelatedPartyTransactionsDetails", "shortName": "Related Party Transactions (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ied849ec56d834bd6bc8cc59e45e2b4b7_D20210101-20210331", "decimals": null, "lang": "en-US", "name": "uwmc:ManagementContractInitialTerm", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R8": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000008 - Disclosure - Organization, Basis of Presentation and Summary of Significant Accounting Policies", "menuCat": "Notes", "order": "8", "role": "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPolicies", "shortName": "Organization, Basis of Presentation and Summary of Significant Accounting Policies", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "us-gaap:BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R80": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000080 - Disclosure - Income Taxes - Effective Income Tax Rate Reconciliation (Details)", "menuCat": "Details", "order": "80", "role": "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails", "shortName": "Income Taxes - Effective Income Tax Rate Reconciliation (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R81": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000081 - Disclosure - Income Taxes - Components of Income Tax (Details)", "menuCat": "Details", "order": "81", "role": "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails", "shortName": "Income Taxes - Components of Income Tax (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:CurrentFederalTaxExpenseBenefit", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R82": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOperatingLossCarryforwards", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000082 - Disclosure - Income Taxes - Deferred Tax Assets and Liabilities (Details)", "menuCat": "Details", "order": "82", "role": "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails", "shortName": "Income Taxes - Deferred Tax Assets and Liabilities (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsOther", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R83": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:DeferredTaxAssetsGross", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000083 - Disclosure - Income Taxes (Details)", "menuCat": "Details", "order": "83", "role": "http://www.umw.com/role/IncomeTaxesDetails", "shortName": "Income Taxes (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesExpense", "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesExpense", "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesExpense", "us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense", "us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense", "us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense", "us-gaap:UnrecognizedTaxBenefitsIncomeTaxPenaltiesExpense", "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i2a29b08a580a43f59cf4d0443fae2aa9_D20221001-20221231", "decimals": "INF", "lang": "en-US", "name": "us-gaap:UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R84": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i8ff3116355af41e6ae21c9ba165218e1_I20211231", "decimals": "0", "first": true, "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000084 - Disclosure - Stock-Based Compensation - Summary of RSU Activity (Details)", "menuCat": "Details", "order": "84", "role": "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails", "shortName": "Stock-Based Compensation - Summary of RSU Activity (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "us-gaap:ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i878b2165f3f54f6ea165a93ce1bc0f57_I20201231", "decimals": "0", "lang": "en-US", "name": "us-gaap:ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "reportCount": 1, "unique": true, "unitRef": "shares", "xsiNil": "false" } }, "R85": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000085 - Disclosure - Stock-Based Compensation - Additional Information (Details)", "menuCat": "Details", "order": "85", "role": "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "shortName": "Stock-Based Compensation - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-5", "first": true, "lang": "en-US", "name": "us-gaap:AllocatedShareBasedCompensationExpense", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R86": { "firstAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ifc32f9b0552b40d59c3cefaafd5f5f39_I20221231", "decimals": "INF", "first": true, "lang": "en-US", "name": "us-gaap:CommonStockSharesOutstanding", "reportCount": 1, "unitRef": "shares", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000086 - Disclosure - Earnings Per Share - Additional Information (Details)", "menuCat": "Details", "order": "86", "role": "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails", "shortName": "Earnings Per Share - Additional Information (Details)", "subGroupType": "details", "uniqueAnchor": null }, "R87": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i7225f0b257854c62ae079924109a41c4_D20210101-20210120", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ProfitLoss", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000087 - Disclosure - Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details)", "menuCat": "Details", "order": "87", "role": "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails", "shortName": "Earnings Per Share - Calculation of Basic and Diluted Earnings per Share (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "td", "tr", "table", "ix:continuation", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": "-3", "lang": "en-US", "name": "us-gaap:NetIncomeLossAvailableToCommonStockholdersBasic", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R88": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "icb70219735fa435ea8e2065468f8259d_I20221231", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:ServicingAsset", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000088 - Disclosure - Subsequent Events (Details)", "menuCat": "Details", "order": "88", "role": "http://www.umw.com/role/SubsequentEventsDetails", "shortName": "Subsequent Events (Details)", "subGroupType": "details", "uniqueAnchor": { "ancestors": [ "span", "div", "ix:continuation", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i08a2126fb9134c48aadae364cae6d379_D20230411-20230411", "decimals": "-5", "lang": "en-US", "name": "us-gaap:PaymentsOfDividendsCommonStock", "reportCount": 1, "unique": true, "unitRef": "usd", "xsiNil": "false" } }, "R9": { "firstAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "uwmc:MortgagesHeldForSaleFairValueDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" }, "groupType": "disclosure", "isDefault": "false", "longName": "0000009 - Disclosure - Mortgage Loans at Fair Value", "menuCat": "Notes", "order": "9", "role": "http://www.umw.com/role/MortgageLoansatFairValue", "shortName": "Mortgage Loans at Fair Value", "subGroupType": "", "uniqueAnchor": { "ancestors": [ "span", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "ic052579c0b4749d1aa74c5a521488fa4_D20220101-20221231", "decimals": null, "first": true, "lang": "en-US", "name": "uwmc:MortgagesHeldForSaleFairValueDisclosureTextBlock", "reportCount": 1, "unique": true, "unitRef": null, "xsiNil": "false" } }, "R9999": { "firstAnchor": { "ancestors": [ "span", "td", "tr", "table", "div", "body", "html" ], "baseRef": "uwmc-20221231.htm", "contextRef": "i7225f0b257854c62ae079924109a41c4_D20210101-20210120", "decimals": "-3", "first": true, "lang": "en-US", "name": "us-gaap:PartnersCapitalAccountDistributions", "reportCount": 1, "unitRef": "usd", "xsiNil": "false" }, "groupType": "", "isDefault": "false", "longName": "Uncategorized Items - uwmc-20221231.htm", "menuCat": "Cover", "order": "89", "role": "http://xbrl.sec.gov/role/uncategorizedFacts", "shortName": "Uncategorized Items - uwmc-20221231.htm", "subGroupType": "", "uniqueAnchor": null } }, "segmentCount": 85, "tag": { "dei_AmendmentFlag": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the XBRL content amends previously-filed or accepted submission.", "label": "Amendment Flag", "terseLabel": "Amendment Flag" } } }, "localname": "AmendmentFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_AuditorFirmId": { "auth_ref": [ "r654", "r655", "r656" ], "lang": { "en-us": { "role": { "documentation": "PCAOB issued Audit Firm Identifier", "label": "Auditor Firm ID", "terseLabel": "Auditor Firm ID" } } }, "localname": "AuditorFirmId", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/AuditInformation" ], "xbrltype": "nonemptySequenceNumberItemType" }, "dei_AuditorLocation": { "auth_ref": [ "r654", "r655", "r656" ], "lang": { "en-us": { "role": { "label": "Auditor Location", "terseLabel": "Auditor Location" } } }, "localname": "AuditorLocation", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_AuditorName": { "auth_ref": [ "r654", "r655", "r656" ], "lang": { "en-us": { "role": { "label": "Auditor Name", "terseLabel": "Auditor Name" } } }, "localname": "AuditorName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/AuditInformation" ], "xbrltype": "internationalNameItemType" }, "dei_CityAreaCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Area code of city", "label": "City Area Code", "terseLabel": "City Area Code" } } }, "localname": "CityAreaCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_CoverAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Cover page.", "label": "Cover [Abstract]", "terseLabel": "Cover [Abstract]" } } }, "localname": "CoverAbstract", "nsuri": "http://xbrl.sec.gov/dei/2022", "xbrltype": "stringItemType" }, "dei_CurrentFiscalYearEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "End date of current fiscal year in the format --MM-DD.", "label": "Current Fiscal Year End Date", "terseLabel": "Current Fiscal Year End Date" } } }, "localname": "CurrentFiscalYearEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "gMonthDayItemType" }, "dei_DocumentAnnualReport": { "auth_ref": [ "r654", "r655", "r656" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as an annual report.", "label": "Document Annual Report", "terseLabel": "Document Annual Report" } } }, "localname": "DocumentAnnualReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentFiscalPeriodFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Fiscal period values are FY, Q1, Q2, and Q3. 1st, 2nd and 3rd quarter 10-Q or 10-QT statements have value Q1, Q2, and Q3 respectively, with 10-K, 10-KT or other fiscal year statements having FY.", "label": "Document Fiscal Period Focus", "terseLabel": "Document Fiscal Period Focus" } } }, "localname": "DocumentFiscalPeriodFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "fiscalPeriodItemType" }, "dei_DocumentFiscalYearFocus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "This is focus fiscal year of the document report in YYYY format. For a 2006 annual report, which may also provide financial information from prior periods, fiscal 2006 should be given as the fiscal year focus. Example: 2006.", "label": "Document Fiscal Year Focus", "terseLabel": "Document Fiscal Year Focus" } } }, "localname": "DocumentFiscalYearFocus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "gYearItemType" }, "dei_DocumentInformationLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Document Information [Line Items]", "terseLabel": "Document Information [Line Items]" } } }, "localname": "DocumentInformationLineItems", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "stringItemType" }, "dei_DocumentInformationTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Container to support the formal attachment of each official or unofficial, public or private document as part of a submission package.", "label": "Document Information [Table]", "terseLabel": "Document Information [Table]" } } }, "localname": "DocumentInformationTable", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "stringItemType" }, "dei_DocumentPeriodEndDate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "For the EDGAR submission types of Form 8-K: the date of the report, the date of the earliest event reported; for the EDGAR submission types of Form N-1A: the filing date; for all other submission types: the end of the reporting or transition period. The format of the date is YYYY-MM-DD.", "label": "Document Period End Date", "terseLabel": "Document Period End Date" } } }, "localname": "DocumentPeriodEndDate", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "dateItemType" }, "dei_DocumentTransitionReport": { "auth_ref": [ "r657" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true only for a form used as a transition report.", "label": "Document Transition Report", "terseLabel": "Document Transition Report" } } }, "localname": "DocumentTransitionReport", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_DocumentType": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The type of document being provided (such as 10-K, 10-Q, 485BPOS, etc). The document type is limited to the same value as the supporting SEC submission type, or the word 'Other'.", "label": "Document Type", "terseLabel": "Document Type" } } }, "localname": "DocumentType", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "submissionTypeItemType" }, "dei_DocumentsIncorporatedByReferenceTextBlock": { "auth_ref": [ "r652" ], "lang": { "en-us": { "role": { "documentation": "Documents incorporated by reference.", "label": "Documents Incorporated by Reference [Text Block]", "terseLabel": "Documents Incorporated by Reference" } } }, "localname": "DocumentsIncorporatedByReferenceTextBlock", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "textBlockItemType" }, "dei_EntityAddressAddressLine1": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Address Line 1 such as Attn, Building Name, Street Name", "label": "Entity Address, Address Line One", "terseLabel": "Entity Address, Address Line One" } } }, "localname": "EntityAddressAddressLine1", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressCityOrTown": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the City or Town", "label": "Entity Address, City or Town", "terseLabel": "Entity Address, City or Town" } } }, "localname": "EntityAddressCityOrTown", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressPostalZipCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Code for the postal or zip code", "label": "Entity Address, Postal Zip Code", "terseLabel": "Entity Address, Postal Zip Code" } } }, "localname": "EntityAddressPostalZipCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityAddressStateOrProvince": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the state or province.", "label": "Entity Address, State or Province", "terseLabel": "Entity Address, State or Province" } } }, "localname": "EntityAddressStateOrProvince", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "stateOrProvinceItemType" }, "dei_EntityCentralIndexKey": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "A unique 10-digit SEC-issued value to identify entities that have filed disclosures with the SEC. It is commonly abbreviated as CIK.", "label": "Entity Central Index Key", "terseLabel": "Entity Central Index Key" } } }, "localname": "EntityCentralIndexKey", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "centralIndexKeyItemType" }, "dei_EntityCommonStockSharesOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate number of shares or other units outstanding of each of registrant's classes of capital or common stock or other ownership interests, if and as stated on cover of related periodic report. Where multiple classes or units exist define each class/interest by adding class of stock items such as Common Class A [Member], Common Class B [Member] or Partnership Interest [Member] onto the Instrument [Domain] of the Entity Listings, Instrument.", "label": "Entity Common Stock, Shares Outstanding", "terseLabel": "Entity Common Stock, Shares Outstanding" } } }, "localname": "EntityCommonStockSharesOutstanding", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "sharesItemType" }, "dei_EntityCurrentReportingStatus": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' whether registrants (1) have filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that registrants were required to file such reports), and (2) have been subject to such filing requirements for the past 90 days. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Current Reporting Status", "terseLabel": "Entity Current Reporting Status" } } }, "localname": "EntityCurrentReportingStatus", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "All the names of the entities being reported upon in a document. Any legal structure used to conduct activities or to hold assets. Some examples of such structures are corporations, partnerships, limited liability companies, grantor trusts, and other trusts. This item does not include business and geographical segments which are included in the geographical or business segments domains.", "label": "Entity [Domain]", "terseLabel": "Entity [Domain]" } } }, "localname": "EntityDomain", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "dei_EntityEmergingGrowthCompany": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "Indicate if registrant meets the emerging growth company criteria.", "label": "Entity Emerging Growth Company", "terseLabel": "Entity Emerging Growth Company" } } }, "localname": "EntityEmergingGrowthCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityFileNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commission file number. The field allows up to 17 characters. The prefix may contain 1-3 digits, the sequence number may contain 1-8 digits, the optional suffix may contain 1-4 characters, and the fields are separated with a hyphen.", "label": "Entity File Number", "terseLabel": "Entity File Number" } } }, "localname": "EntityFileNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "fileNumberItemType" }, "dei_EntityFilerCategory": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "Indicate whether the registrant is one of the following: Large Accelerated Filer, Accelerated Filer, Non-accelerated Filer. Definitions of these categories are stated in Rule 12b-2 of the Exchange Act. This information should be based on the registrant's current or most recent filing containing the related disclosure.", "label": "Entity Filer Category", "terseLabel": "Entity Filer Category" } } }, "localname": "EntityFilerCategory", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "filerCategoryItemType" }, "dei_EntityIncorporationStateCountryCode": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Two-character EDGAR code representing the state or country of incorporation.", "label": "Entity Incorporation, State or Country Code", "terseLabel": "Entity Incorporation, State or Country Code" } } }, "localname": "EntityIncorporationStateCountryCode", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "edgarStateCountryItemType" }, "dei_EntityInteractiveDataCurrent": { "auth_ref": [ "r658" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).", "label": "Entity Interactive Data Current", "terseLabel": "Entity Interactive Data Current" } } }, "localname": "EntityInteractiveDataCurrent", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityPublicFloat": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which the common equity was last sold, or the average bid and asked price of such common equity, as of the last business day of the registrant's most recently completed second fiscal quarter.", "label": "Entity Public Float", "terseLabel": "Entity Public Float" } } }, "localname": "EntityPublicFloat", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "monetaryItemType" }, "dei_EntityRegistrantName": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "The exact name of the entity filing the report as specified in its charter, which is required by forms filed with the SEC.", "label": "Entity Registrant Name", "terseLabel": "Entity Registrant Name" } } }, "localname": "EntityRegistrantName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_EntityShellCompany": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "Boolean flag that is true when the registrant is a shell company as defined in Rule 12b-2 of the Exchange Act.", "label": "Entity Shell Company", "terseLabel": "Entity Shell Company" } } }, "localname": "EntityShellCompany", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntitySmallBusiness": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "Indicates that the company is a Smaller Reporting Company (SRC).", "label": "Entity Small Business", "terseLabel": "Entity Small Business" } } }, "localname": "EntitySmallBusiness", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_EntityTaxIdentificationNumber": { "auth_ref": [ "r651" ], "lang": { "en-us": { "role": { "documentation": "The Tax Identification Number (TIN), also known as an Employer Identification Number (EIN), is a unique 9-digit value assigned by the IRS.", "label": "Entity Tax Identification Number", "terseLabel": "Entity Tax Identification Number" } } }, "localname": "EntityTaxIdentificationNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "employerIdItemType" }, "dei_EntityVoluntaryFilers": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.", "label": "Entity Voluntary Filers", "terseLabel": "Entity Voluntary Filers" } } }, "localname": "EntityVoluntaryFilers", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_EntityWellKnownSeasonedIssuer": { "auth_ref": [ "r659" ], "lang": { "en-us": { "role": { "documentation": "Indicate 'Yes' or 'No' if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Is used on Form Type: 10-K, 10-Q, 8-K, 20-F, 6-K, 10-K/A, 10-Q/A, 20-F/A, 6-K/A, N-CSR, N-Q, N-1A.", "label": "Entity Well-known Seasoned Issuer", "terseLabel": "Entity Well-known Seasoned Issuer" } } }, "localname": "EntityWellKnownSeasonedIssuer", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "yesNoItemType" }, "dei_IcfrAuditorAttestationFlag": { "auth_ref": [ "r654", "r655", "r656" ], "lang": { "en-us": { "role": { "label": "ICFR Auditor Attestation Flag", "terseLabel": "ICFR Auditor Attestation Flag" } } }, "localname": "IcfrAuditorAttestationFlag", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "booleanItemType" }, "dei_LegalEntityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "The set of legal entities associated with a report.", "label": "Legal Entity [Axis]", "terseLabel": "Legal Entity [Axis]" } } }, "localname": "LegalEntityAxis", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "dei_LocalPhoneNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Local phone number for entity.", "label": "Local Phone Number", "terseLabel": "Local Phone Number" } } }, "localname": "LocalPhoneNumber", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "normalizedStringItemType" }, "dei_Security12bTitle": { "auth_ref": [ "r650" ], "lang": { "en-us": { "role": { "documentation": "Title of a 12(b) registered security.", "label": "Title of 12(b) Security", "terseLabel": "Title of 12(b) Security" } } }, "localname": "Security12bTitle", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "securityTitleItemType" }, "dei_SecurityExchangeName": { "auth_ref": [ "r653" ], "lang": { "en-us": { "role": { "documentation": "Name of the Exchange on which a security is registered.", "label": "Security Exchange Name", "terseLabel": "Security Exchange Name" } } }, "localname": "SecurityExchangeName", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "edgarExchangeCodeItemType" }, "dei_TradingSymbol": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Trading symbol of an instrument as listed on an exchange.", "label": "Trading Symbol", "terseLabel": "Trading Symbol" } } }, "localname": "TradingSymbol", "nsuri": "http://xbrl.sec.gov/dei/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "tradingSymbolItemType" }, "srt_AffiliatedEntityMember": { "auth_ref": [ "r617", "r694", "r738", "r739", "r741" ], "lang": { "en-us": { "role": { "label": "Affiliated Entity [Member]", "terseLabel": "Affiliated Entity" } } }, "localname": "AffiliatedEntityMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "srt_CounterpartyNameAxis": { "auth_ref": [ "r223", "r224", "r334", "r362", "r622", "r624" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Axis]", "terseLabel": "Counterparty Name [Axis]" } } }, "localname": "CounterpartyNameAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAdjustmentMember": { "auth_ref": [ "r187", "r230", "r236", "r243", "r300", "r417", "r418", "r419", "r439", "r440", "r460", "r462", "r463", "r464", "r500" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption, Adjustment [Member]", "terseLabel": "Cumulative Effect, Period of Adoption, Adjustment" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAdjustmentMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "srt_CumulativeEffectPeriodOfAdoptionAxis": { "auth_ref": [ "r187", "r230", "r236", "r243", "r300", "r417", "r418", "r419", "r439", "r440", "r460", "r462", "r463", "r464", "r500" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Axis]", "terseLabel": "Cumulative Effect, Period of Adoption [Axis]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "srt_CumulativeEffectPeriodOfAdoptionDomain": { "auth_ref": [ "r187", "r230", "r236", "r243", "r300", "r417", "r418", "r419", "r439", "r440", "r460", "r462", "r463", "r464", "r500" ], "lang": { "en-us": { "role": { "label": "Cumulative Effect, Period of Adoption [Domain]", "terseLabel": "Cumulative Effect, Period of Adoption [Domain]" } } }, "localname": "CumulativeEffectPeriodOfAdoptionDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "srt_ManagementMember": { "auth_ref": [ "r679", "r740" ], "lang": { "en-us": { "role": { "label": "Management [Member]", "terseLabel": "Management" } } }, "localname": "ManagementMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "srt_MaximumMember": { "auth_ref": [ "r316", "r317", "r318", "r319", "r377", "r564", "r584", "r618", "r619", "r635", "r641", "r649", "r693", "r744", "r745", "r746", "r749", "r750", "r751" ], "lang": { "en-us": { "role": { "label": "Maximum [Member]", "terseLabel": "Maximum" } } }, "localname": "MaximumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/PremisesandEquipmentNetDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "srt_MinimumMember": { "auth_ref": [ "r316", "r317", "r318", "r319", "r377", "r564", "r584", "r618", "r619", "r635", "r641", "r649", "r693", "r744", "r745", "r746", "r749", "r750", "r751" ], "lang": { "en-us": { "role": { "label": "Minimum [Member]", "terseLabel": "Minimum" } } }, "localname": "MinimumMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/PremisesandEquipmentNetDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "srt_OwnershipAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Axis]", "terseLabel": "Ownership [Axis]" } } }, "localname": "OwnershipAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "srt_OwnershipDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Ownership [Domain]", "terseLabel": "Ownership [Domain]" } } }, "localname": "OwnershipDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "domainItemType" }, "srt_RangeAxis": { "auth_ref": [ "r316", "r317", "r318", "r319", "r369", "r377", "r408", "r409", "r410", "r519", "r564", "r584", "r618", "r619", "r635", "r641", "r649", "r689", "r693", "r745", "r746", "r749", "r750", "r751" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Axis]", "terseLabel": "Statistical Measurement [Axis]" } } }, "localname": "RangeAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails", "http://www.umw.com/role/LeasesAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/PremisesandEquipmentNetDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "srt_RangeMember": { "auth_ref": [ "r316", "r317", "r318", "r319", "r369", "r377", "r408", "r409", "r410", "r519", "r564", "r584", "r618", "r619", "r635", "r641", "r649", "r689", "r693", "r745", "r746", "r749", "r750", "r751" ], "lang": { "en-us": { "role": { "label": "Statistical Measurement [Domain]", "terseLabel": "Statistical Measurement [Domain]" } } }, "localname": "RangeMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails", "http://www.umw.com/role/LeasesAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/PremisesandEquipmentNetDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "srt_RepurchaseAgreementCounterpartyNameDomain": { "auth_ref": [ "r223", "r224", "r334", "r362", "r623", "r624" ], "lang": { "en-us": { "role": { "label": "Counterparty Name [Domain]", "terseLabel": "Counterparty Name [Domain]" } } }, "localname": "RepurchaseAgreementCounterpartyNameDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "domainItemType" }, "srt_RestatementAxis": { "auth_ref": [ "r188", "r227", "r228", "r229", "r231", "r232", "r233", "r234", "r235", "r236", "r238", "r239", "r240", "r241", "r242", "r243", "r261", "r301", "r302", "r440", "r461", "r463", "r464", "r465", "r484", "r501", "r502", "r585", "r586", "r587", "r588", "r589", "r590", "r591", "r592", "r593", "r594" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Axis]", "terseLabel": "Revision of Prior Period [Axis]" } } }, "localname": "RestatementAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "stringItemType" }, "srt_RestatementDomain": { "auth_ref": [ "r188", "r227", "r228", "r229", "r231", "r232", "r233", "r234", "r235", "r236", "r238", "r239", "r240", "r241", "r242", "r243", "r261", "r301", "r302", "r440", "r461", "r463", "r464", "r465", "r484", "r501", "r502", "r585", "r586", "r587", "r588", "r589", "r590", "r591", "r592", "r593", "r594" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period [Domain]", "terseLabel": "Revision of Prior Period [Domain]" } } }, "localname": "RestatementDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "domainItemType" }, "srt_RevisionOfPriorPeriodReclassificationAdjustmentMember": { "auth_ref": [ "r189" ], "lang": { "en-us": { "role": { "label": "Revision of Prior Period, Reclassification, Adjustment [Member]", "terseLabel": "Cumulative Effect, Remeasurement Due to Change in Parent Ownership and Other" } } }, "localname": "RevisionOfPriorPeriodReclassificationAdjustmentMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "domainItemType" }, "srt_ScenarioForecastMember": { "auth_ref": [ "r378", "r676" ], "lang": { "en-us": { "role": { "label": "Forecast [Member]", "terseLabel": "Forecast" } } }, "localname": "ScenarioForecastMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_ScenarioUnspecifiedDomain": { "auth_ref": [ "r243", "r378", "r661", "r676" ], "lang": { "en-us": { "role": { "label": "Scenario [Domain]", "terseLabel": "Scenario [Domain]" } } }, "localname": "ScenarioUnspecifiedDomain", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "srt_StatementScenarioAxis": { "auth_ref": [ "r243", "r378", "r661", "r662", "r676" ], "lang": { "en-us": { "role": { "label": "Scenario [Axis]", "terseLabel": "Scenario [Axis]" } } }, "localname": "StatementScenarioAxis", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "srt_WeightedAverageMember": { "auth_ref": [ "r618", "r619", "r744", "r746", "r751" ], "lang": { "en-us": { "role": { "label": "Weighted Average [Member]", "terseLabel": "Weighted Average" } } }, "localname": "WeightedAverageMember", "nsuri": "http://fasb.org/srt/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails" ], "xbrltype": "domainItemType" }, "us-gaap_AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent": { "auth_ref": [ "r159", "r179" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying values as of the balance sheet date of obligations incurred through that date, including liabilities incurred and payable to vendors for goods and services received, taxes, interest, rent and utilities, compensation costs, payroll taxes and fringe benefits (other than pension and postretirement obligations), contractual rights and obligations, and statutory obligations.", "label": "Accounts Payable and Accrued Liabilities", "terseLabel": "Accounts payable, accrued expenses and other" } } }, "localname": "AccountsPayableAndAccruedLiabilitiesCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccountsReceivableNet": { "auth_ref": [ "r581", "r610" ], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after allowance for credit loss, of right to consideration from customer for product sold and service rendered in normal course of business.", "label": "Accounts Receivable, after Allowance for Credit Loss", "terseLabel": "Accounts receivable, net", "totalLabel": "Total accounts receivable, net" } } }, "localname": "AccountsReceivableNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment": { "auth_ref": [ "r49", "r193" ], "calculation": { "http://www.umw.com/role/PremisesandEquipmentNetDetails": { "order": 2.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of accumulated depreciation, depletion and amortization for physical assets used in the normal conduct of business to produce goods and services.", "label": "Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment", "negatedLabel": "Accumulated depreciation and amortization" } } }, "localname": "AccumulatedDepreciationDepletionAndAmortizationPropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapital": { "auth_ref": [ "r8", "r647" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of excess of issue price over par or stated value of stock and from other transaction involving stock or stockholder. Includes, but is not limited to, additional paid-in capital (APIC) for common and preferred stock.", "label": "Additional Paid in Capital", "terseLabel": "Additional paid-in capital" } } }, "localname": "AdditionalPaidInCapital", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdditionalPaidInCapitalMember": { "auth_ref": [ "r417", "r418", "r419", "r673", "r674", "r675", "r730" ], "lang": { "en-us": { "role": { "documentation": "Excess of issue price over par or stated value of the entity's capital stock and amounts received from other transactions involving the entity's stock or stockholders.", "label": "Additional Paid-in Capital [Member]", "terseLabel": "Additional\u00a0 Paid-in\u00a0Capital" } } }, "localname": "AdditionalPaidInCapitalMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue": { "auth_ref": [ "r79", "r80", "r380" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase to additional paid-in capital (APIC) for recognition of cost for award under share-based payment arrangement.", "label": "APIC, Share-Based Payment Arrangement, Increase for Cost Recognition", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AdjustmentsToAdditionalPaidInCapitalSharebasedCompensationRequisiteServicePeriodRecognitionValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Adjustments to Reconcile Net Income (Loss) to Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "Adjustments to reconcile net income to net cash provided by operating activities:" } } }, "localname": "AdjustmentsToReconcileNetIncomeLossToCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_AdvertisingCostsPolicyTextBlock": { "auth_ref": [ "r422" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for advertising cost.", "label": "Advertising Cost [Policy Text Block]", "terseLabel": "Advertising and Marketing" } } }, "localname": "AdvertisingCostsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_AllocatedShareBasedCompensationExpense": { "auth_ref": [ "r412" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for award under share-based payment arrangement. Excludes amount capitalized.", "label": "Share-Based Payment Arrangement, Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "AllocatedShareBasedCompensationExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AllowanceForDoubtfulAccountsReceivable": { "auth_ref": [ "r201", "r296", "r303", "r305", "r306" ], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 9.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of allowance for credit loss on accounts receivable.", "label": "Accounts Receivable, Allowance for Credit Loss", "negatedLabel": "Provision for current expected credit losses" } } }, "localname": "AllowanceForDoubtfulAccountsReceivable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Assets": { "auth_ref": [ "r150", "r172", "r195", "r220", "r277", "r286", "r290", "r299", "r320", "r321", "r323", "r324", "r325", "r326", "r327", "r329", "r330", "r452", "r456", "r474", "r647", "r691", "r692", "r742" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all assets that are recognized. Assets are probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets", "totalLabel": "Total assets" } } }, "localname": "Assets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_AssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Assets [Abstract]", "terseLabel": "Assets" } } }, "localname": "AssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_AssetsFairValueDisclosure": { "auth_ref": [ "r129" ], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of probable future economic benefits obtained or controlled by an entity as a result of past transactions or events.", "label": "Assets, Fair Value Disclosure", "totalLabel": "Total assets" } } }, "localname": "AssetsFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_AwardTypeAxis": { "auth_ref": [ "r383", "r384", "r385", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r404", "r407", "r408", "r409", "r410", "r411" ], "lang": { "en-us": { "role": { "documentation": "Information by type of award under share-based payment arrangement.", "label": "Award Type [Axis]", "terseLabel": "Award Type [Axis]" } } }, "localname": "AwardTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BasisOfAccountingPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for basis of accounting, or basis of presentation, used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS).", "label": "Basis of Accounting, Policy [Policy Text Block]", "terseLabel": "Basis of Presentation" } } }, "localname": "BasisOfAccountingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BasisOfPresentationAndSignificantAccountingPoliciesTextBlock": { "auth_ref": [ "r42" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the basis of presentation and significant accounting policies concepts. Basis of presentation describes the underlying basis used to prepare the financial statements (for example, US Generally Accepted Accounting Principles, Other Comprehensive Basis of Accounting, IFRS). Accounting policies describe all significant accounting policies of the reporting entity.", "label": "Basis of Presentation and Significant Accounting Policies [Text Block]", "terseLabel": "Organization, Basis of Presentation and Summary of Significant Accounting Policies" } } }, "localname": "BasisOfPresentationAndSignificantAccountingPoliciesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_BusinessAcquisitionAcquireeDomain": { "auth_ref": [ "r450", "r639", "r640" ], "lang": { "en-us": { "role": { "documentation": "Identification of the acquiree in a material business combination (or series of individually immaterial business combinations), which may include the name or other type of identification of the acquiree.", "label": "Business Acquisition, Acquiree [Domain]", "terseLabel": "Business Acquisition, Acquiree [Domain]" } } }, "localname": "BusinessAcquisitionAcquireeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_BusinessAcquisitionAxis": { "auth_ref": [ "r91", "r92", "r450", "r639", "r640" ], "lang": { "en-us": { "role": { "documentation": "Information by business combination or series of individually immaterial business combinations.", "label": "Business Acquisition [Axis]", "terseLabel": "Business Acquisition [Axis]" } } }, "localname": "BusinessAcquisitionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued": { "auth_ref": [ "r96" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of equity interests issued or issuable to acquire entity.", "label": "Business Acquisition, Equity Interest Issued or Issuable, Number of Shares", "terseLabel": "Number of earn-out shares to be issued" } } }, "localname": "BusinessAcquisitionEquityInterestsIssuedOrIssuableNumberOfSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_BusinessAcquisitionPercentageOfVotingInterestsAcquired": { "auth_ref": [ "r89" ], "lang": { "en-us": { "role": { "documentation": "Percentage of voting equity interests acquired at the acquisition date in the business combination.", "label": "Business Acquisition, Percentage of Voting Interests Acquired", "terseLabel": "Ownership percent" } } }, "localname": "BusinessAcquisitionPercentageOfVotingInterestsAcquired", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_BusinessCombinationAcquisitionRelatedCosts": { "auth_ref": [ "r88" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "This element represents acquisition-related costs incurred to effect a business combination which costs have been expensed during the period. Such costs include finder's fees; advisory, legal, accounting, valuation, and other professional or consulting fees; general administrative costs, including the costs of maintaining an internal acquisitions department; and may include costs of registering and issuing debt and equity securities.", "label": "Business Combination, Acquisition Related Costs", "terseLabel": "Costs related to business combination" } } }, "localname": "BusinessCombinationAcquisitionRelatedCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationConsiderationTransferred1": { "auth_ref": [ "r93", "r94", "r95" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of consideration transferred, consisting of acquisition-date fair value of assets transferred by the acquirer, liabilities incurred by the acquirer, and equity interest issued by the acquirer.", "label": "Business Combination, Consideration Transferred", "terseLabel": "Proceeds from business combination" } } }, "localname": "BusinessCombinationConsiderationTransferred1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Business Combination, Separately Recognized Transactions [Line Items]", "terseLabel": "Business Combination, Separately Recognized Transactions [Line Items]" } } }, "localname": "BusinessCombinationSeparatelyRecognizedTransactionsLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_BusinessCombinationSeparatelyRecognizedTransactionsTable": { "auth_ref": [ "r90" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing the disclosures related to transactions that are recognized separately from the acquisition of assets and assumptions of liabilities in the business combination by type of transaction.", "label": "Business Combination, Separately Recognized Transactions [Table]", "terseLabel": "Business Combination, Separately Recognized Transactions [Table]" } } }, "localname": "BusinessCombinationSeparatelyRecognizedTransactionsTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CarryingReportedAmountFairValueDisclosureMember": { "auth_ref": [ "r133", "r134" ], "lang": { "en-us": { "role": { "documentation": "Measured as reported on the statement of financial position (balance sheet).", "label": "Reported Value Measurement [Member]", "terseLabel": "Carrying Amount" } } }, "localname": "CarryingReportedAmountFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CashAndCashEquivalentsAtCarryingValue": { "auth_ref": [ "r38", "r191", "r621" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of currency on hand as well as demand deposits with banks or financial institutions. Includes other kinds of accounts that have the general characteristics of demand deposits. Also includes short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates. Excludes cash and cash equivalents within disposal group and discontinued operation.", "label": "Cash and Cash Equivalents, at Carrying Value", "terseLabel": "Cash and cash equivalents" } } }, "localname": "CashAndCashEquivalentsAtCarryingValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashAndCashEquivalentsPolicyTextBlock": { "auth_ref": [ "r39" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for cash and cash equivalents, including the policy for determining which items are treated as cash equivalents. Other information that may be disclosed includes (1) the nature of any restrictions on the entity's use of its cash and cash equivalents, (2) whether the entity's cash and cash equivalents are insured or expose the entity to credit risk, (3) the classification of any negative balance accounts (overdrafts), and (4) the carrying basis of cash equivalents (for example, at cost) and whether the carrying amount of cash equivalents approximates fair value.", "label": "Cash and Cash Equivalents, Policy [Policy Text Block]", "terseLabel": "Cash and Cash Equivalents" } } }, "localname": "CashAndCashEquivalentsPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations": { "auth_ref": [ "r32", "r38", "r41" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash and cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including, but not limited to, disposal group and discontinued operations. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations", "periodEndLabel": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Including Disposal Group and Discontinued Operations, Ending Balance", "periodStartLabel": "CASH AND CASH EQUIVALENTS, BEGINNING OF THE PERIOD" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsIncludingDisposalGroupAndDiscontinuedOperations", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect": { "auth_ref": [ "r32", "r136" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in cash, cash equivalents, and cash and cash equivalents restricted to withdrawal or usage; including effect from exchange rate change. Cash includes, but is not limited to, currency on hand, demand deposits with banks or financial institutions, and other accounts with general characteristics of demand deposits. Cash equivalents include, but are not limited to, short-term, highly liquid investments that are both readily convertible to known amounts of cash and so near their maturity that they present insignificant risk of changes in value because of changes in interest rates.", "label": "Cash, Cash Equivalents, Restricted Cash, and Restricted Cash Equivalents, Period Increase (Decrease), Including Exchange Rate Effect", "totalLabel": "INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS" } } }, "localname": "CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ClassOfStockDomain": { "auth_ref": [ "r196", "r197", "r198", "r220", "r247", "r248", "r255", "r257", "r266", "r267", "r299", "r320", "r323", "r324", "r325", "r329", "r330", "r360", "r361", "r363", "r364", "r366", "r474", "r620", "r660", "r668", "r677" ], "lang": { "en-us": { "role": { "documentation": "Share of stock differentiated by the voting rights the holder receives. Examples include, but are not limited to, common stock, redeemable preferred stock, nonredeemable preferred stock, and convertible stock.", "label": "Class of Stock [Domain]", "terseLabel": "Class of Stock [Domain]" } } }, "localname": "ClassOfStockDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/Cover", "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails", "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfStockLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Stock [Line Items]", "terseLabel": "Class of Stock [Line Items]" } } }, "localname": "ClassOfStockLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightAxis": { "auth_ref": [ "r73", "r77" ], "lang": { "en-us": { "role": { "documentation": "Information by type of warrant or right issued.", "label": "Class of Warrant or Right [Axis]", "terseLabel": "Class of Warrant or Right [Axis]" } } }, "localname": "ClassOfWarrantOrRightAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Name of the class or type of warrant or right outstanding. Warrants and rights represent derivative securities that give the holder the right to purchase securities (usually equity) from the issuer at a specific price within a certain time frame. Warrants are often included in a new debt issue to entice investors by a higher return potential. The main difference between warrants and call options is that warrants are issued and guaranteed by the company, whereas options are exchange instruments and are not issued by the company. Also, the lifetime of a warrant is often measured in years, while the lifetime of a typical option is measured in months.", "label": "Class of Warrant or Right [Domain]", "terseLabel": "Class of Warrant or Right [Domain]" } } }, "localname": "ClassOfWarrantOrRightDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1": { "auth_ref": [ "r367" ], "lang": { "en-us": { "role": { "documentation": "Exercise price per share or per unit of warrants or rights outstanding.", "label": "Class of Warrant or Right, Exercise Price of Warrants or Rights", "terseLabel": "Exercise price of warrants (in usd per share)" } } }, "localname": "ClassOfWarrantOrRightExercisePriceOfWarrantsOrRights1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ClassOfWarrantOrRightLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Class of Warrant or Right [Line Items]", "terseLabel": "Class of Warrant or Right [Line Items]" } } }, "localname": "ClassOfWarrantOrRightLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of securities into which each warrant or right may be converted. For example, but not limited to, each warrant may be converted into two shares.", "label": "Class of Warrant or Right, Number of Securities Called by Each Warrant or Right", "terseLabel": "Number of shares called by each warrant" } } }, "localname": "ClassOfWarrantOrRightNumberOfSecuritiesCalledByEachWarrantOrRight", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of warrants or rights outstanding.", "label": "Class of Warrant or Right, Outstanding", "terseLabel": "Number of warrants outstanding (in shares)" } } }, "localname": "ClassOfWarrantOrRightOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ClassOfWarrantOrRightTable": { "auth_ref": [ "r73", "r77" ], "lang": { "en-us": { "role": { "documentation": "Disclosure for warrants or rights issued, which includes the title of issue of securities called for by warrants and rights outstanding, the aggregate amount of securities called for by warrants and rights outstanding, the date from which the warrants or rights are exercisable, and the price at which the warrant or right is exercisable.", "label": "Class of Warrant or Right [Table]", "terseLabel": "Class of Warrant or Right [Table]" } } }, "localname": "ClassOfWarrantOrRightTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Commitments and Contingencies Disclosure [Abstract]", "terseLabel": "Commitments and Contingencies Disclosure [Abstract]" } } }, "localname": "CommitmentsAndContingenciesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_CommitmentsAndContingenciesDisclosureTextBlock": { "auth_ref": [ "r52", "r314", "r315", "r611", "r690" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for commitments and contingencies.", "label": "Commitments and Contingencies Disclosure [Text Block]", "terseLabel": "Commitments and Contingencies" } } }, "localname": "CommitmentsAndContingenciesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CommitmentsandContingencies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommitmentsAndContingenciesPolicyTextBlock": { "auth_ref": [ "r53", "r613" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for commitments and contingencies, which may include policies for recognizing and measuring loss and gain contingencies.", "label": "Commitments and Contingencies, Policy [Policy Text Block]", "terseLabel": "Representations and Warranties Reserve And Contingencies" } } }, "localname": "CommitmentsAndContingenciesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_CommonClassAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock representing ownership interest in a corporation.", "label": "Common Class A [Member]", "terseLabel": "Common Class A" } } }, "localname": "CommonClassAMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/Cover", "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassBMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than Common Class A, representing ownership interest in a corporation.", "label": "Common Class B [Member]", "terseLabel": "Common Class B" } } }, "localname": "CommonClassBMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails", "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonClassCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Classification of common stock that has different rights than provided to Class A or B shares, representing ownership interest in a corporation.", "label": "Common Class C [Member]", "terseLabel": "Common Class C" } } }, "localname": "CommonClassCMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockDividendsPerShareDeclared": { "auth_ref": [ "r69" ], "lang": { "en-us": { "role": { "documentation": "Aggregate dividends declared during the period for each share of common stock outstanding.", "label": "Common Stock, Dividends, Per Share, Declared", "terseLabel": "Dividends declared (in usd per share)" } } }, "localname": "CommonStockDividendsPerShareDeclared", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockMember": { "auth_ref": [ "r673", "r674", "r730" ], "lang": { "en-us": { "role": { "documentation": "Stock that is subordinate to all other stock of the issuer.", "label": "Common Stock [Member]", "terseLabel": "Common Stock" } } }, "localname": "CommonStockMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_CommonStockParOrStatedValuePerShare": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of common stock.", "label": "Common Stock, Par or Stated Value Per Share", "terseLabel": "Common stock, par value (in usd per share)" } } }, "localname": "CommonStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_CommonStockSharesAuthorized": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of common shares permitted to be issued by an entity's charter and bylaws.", "label": "Common Stock, Shares Authorized", "terseLabel": "Common stock, shares authorized" } } }, "localname": "CommonStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesIssued": { "auth_ref": [ "r7" ], "lang": { "en-us": { "role": { "documentation": "Total number of common shares of an entity that have been sold or granted to shareholders (includes common shares that were issued, repurchased and remain in the treasury). These shares represent capital invested by the firm's shareholders and owners, and may be all or only a portion of the number of shares authorized. Shares issued include shares outstanding and shares held in the treasury.", "label": "Common Stock, Shares, Issued", "terseLabel": "Common stock, shares, issued", "verboseLabel": "Number of common shares issued" } } }, "localname": "CommonStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockSharesOutstanding": { "auth_ref": [ "r7", "r61" ], "lang": { "en-us": { "role": { "documentation": "Number of shares of common stock outstanding. Common stock represent the ownership interest in a corporation.", "label": "Common Stock, Shares, Outstanding", "periodEndLabel": "Balance at end of period (in shares)", "periodStartLabel": "Balance at beginning of period (in shares)", "terseLabel": "Common stock outstanding (in shares)", "verboseLabel": "Common stock, shares, outstanding" } } }, "localname": "CommonStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonStockValue": { "auth_ref": [ "r7", "r647" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable common stock (or common stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable common shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Common Stock, Value, Issued", "terseLabel": "Common stock, $0.0001 par value" } } }, "localname": "CommonStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_CommonUnitAuthorized": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Maximum number of common units of ownership permitted to be issued by a limited liability company (LLC).", "label": "Common Unit, Authorized", "terseLabel": "Number of units authorized (in shares)" } } }, "localname": "CommonUnitAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonUnitIssued": { "auth_ref": [ "r69" ], "lang": { "en-us": { "role": { "documentation": "Number of common units issued of limited liability company (LLC).", "label": "Common Unit, Issued", "terseLabel": "Number of units issued (in shares)" } } }, "localname": "CommonUnitIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CommonUnitOutstanding": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number of common units of ownership outstanding of a limited liability company (LLC).", "label": "Common Unit, Outstanding", "terseLabel": "Number of units outstanding (in shares)", "verboseLabel": "Common units (in shares)" } } }, "localname": "CommonUnitOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_CompensationAndEmployeeBenefitPlansTextBlock": { "auth_ref": [ "r74", "r75", "r76", "r81" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for an entity's employee compensation and benefit plans, including, but not limited to, postemployment and postretirement benefit plans, defined benefit pension plans, defined contribution plans, non-qualified and supplemental benefit plans, deferred compensation, share-based compensation, life insurance, severance, health care, unemployment and other benefit plans.", "label": "Compensation and Employee Benefit Plans [Text Block]", "terseLabel": "Employee Benefit Plan" } } }, "localname": "CompensationAndEmployeeBenefitPlansTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EmployeeBenefitPlan" ], "xbrltype": "textBlockItemType" }, "us-gaap_CompensationAndRetirementDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Retirement Benefits [Abstract]", "terseLabel": "Retirement Benefits [Abstract]" } } }, "localname": "CompensationAndRetirementDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_ComplianceWithRegulatoryCapitalRequirementsForMortgageCompaniesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]", "terseLabel": "Compliance with Regulatory Capital Requirements for Mortgage Companies [Line Items]" } } }, "localname": "ComplianceWithRegulatoryCapitalRequirementsForMortgageCompaniesLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ConsolidationPolicyTextBlock": { "auth_ref": [ "r100", "r625" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy regarding (1) the principles it follows in consolidating or combining the separate financial statements, including the principles followed in determining the inclusion or exclusion of subsidiaries or other entities in the consolidated or combined financial statements and (2) its treatment of interests (for example, common stock, a partnership interest or other means of exerting influence) in other entities, for example consolidation or use of the equity or cost methods of accounting. The accounting policy may also address the accounting treatment for intercompany accounts and transactions, noncontrolling interest, and the income statement treatment in consolidation for issuances of stock by a subsidiary.", "label": "Consolidation, Policy [Policy Text Block]", "terseLabel": "Consolidation" } } }, "localname": "ConsolidationPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_ConstructionInProgressMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Structure or a modification to a structure under construction. Includes recently completed structures or modifications to structures that have not been placed into service.", "label": "Construction in Progress [Member]", "terseLabel": "Construction in process" } } }, "localname": "ConstructionInProgressMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ContractuallySpecifiedServicingFeesAmount": { "auth_ref": [ "r542" ], "calculation": { "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails": { "order": 2.0, "parentTag": "us-gaap_ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "All amounts that, per contract, are due to the servicer in exchange for servicing the financial asset and would no longer be received by a servicer if the beneficial owners of the serviced assets (or their trustees or agents) were to exercise their actual or potential authority under the contract to shift the servicing to another servicer. Depending on the servicing contract, those fees may include some or all of the difference between the interest rate collected on the asset being serviced and the rate to be paid to the beneficial owners of the asset.", "label": "Contractually Specified Servicing Fees, Amount", "terseLabel": "Contractual servicing fees" } } }, "localname": "ContractuallySpecifiedServicingFeesAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets": { "auth_ref": [ "r754" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 }, "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of contractually specified servicing fee, late fee, and ancillary fee recognized as income for servicing asset and servicing liability.", "label": "Contractually Specified Servicing Fee, Late Fee, and Ancillary Fee Earned in Exchange for Servicing Financial Asset", "terseLabel": "Loan servicing income", "totalLabel": "Loan servicing income" } } }, "localname": "ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CostsAndExpenses": { "auth_ref": [ "r20" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total costs of sales and operating expenses for the period.", "label": "Costs and Expenses", "terseLabel": "Expenses of various companies related through common ownership" } } }, "localname": "CostsAndExpenses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CreditFacilityAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Axis]", "terseLabel": "Credit Facility [Axis]" } } }, "localname": "CreditFacilityAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CreditFacilityDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Type of credit facility. Credit facilities provide capital to borrowers without the need to structure a loan for each borrowing.", "label": "Credit Facility [Domain]", "terseLabel": "Credit Facility [Domain]" } } }, "localname": "CreditFacilityDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "us-gaap_CurrentFederalStateAndLocalTaxExpenseBenefitAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Current Federal, State and Local, Tax Expense (Benefit) [Abstract]", "terseLabel": "Current income tax expense:" } } }, "localname": "CurrentFederalStateAndLocalTaxExpenseBenefitAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "stringItemType" }, "us-gaap_CurrentFederalTaxExpenseBenefit": { "auth_ref": [ "r671", "r725", "r727" ], "calculation": { "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current Federal Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "CurrentFederalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentIncomeTaxExpenseBenefit": { "auth_ref": [ "r87", "r436", "r444", "r671" ], "calculation": { "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) pertaining to taxable income (loss) from continuing operations.", "label": "Current Income Tax Expense (Benefit)", "totalLabel": "Total current income tax expense" } } }, "localname": "CurrentIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_CurrentStateAndLocalTaxExpenseBenefit": { "auth_ref": [ "r671", "r725", "r727" ], "calculation": { "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_CurrentIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, current regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Current State and Local Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "CurrentStateAndLocalTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Debt Disclosure [Abstract]", "terseLabel": "Debt Disclosure [Abstract]" } } }, "localname": "DebtDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DebtDisclosureTextBlock": { "auth_ref": [ "r55", "r219", "r336", "r337", "r338", "r339", "r340", "r341", "r342", "r347", "r354", "r355", "r357" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.", "label": "Debt Disclosure [Text Block]", "verboseLabel": "Warehouse And Other Secured Lines Of Credit" } } }, "localname": "DebtDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCredit" ], "xbrltype": "textBlockItemType" }, "us-gaap_DebtInstrumentAxis": { "auth_ref": [ "r0", "r1", "r2", "r151", "r154", "r170", "r226", "r331", "r332", "r333", "r334", "r335", "r337", "r343", "r344", "r345", "r346", "r348", "r349", "r350", "r351", "r352", "r353", "r483", "r630", "r631", "r632", "r633", "r634", "r669" ], "lang": { "en-us": { "role": { "documentation": "Information by type of debt instrument, including, but not limited to, draws against credit facilities.", "label": "Debt Instrument [Axis]", "terseLabel": "Debt Instrument [Axis]" } } }, "localname": "DebtInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentFaceAmount": { "auth_ref": [ "r138", "r140", "r331", "r483", "r631", "r632" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Face (par) amount of debt instrument at time of issuance.", "label": "Debt Instrument, Face Amount", "terseLabel": "Face amount" } } }, "localname": "DebtInstrumentFaceAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtInstrumentInterestRateStatedPercentage": { "auth_ref": [ "r13", "r332" ], "lang": { "en-us": { "role": { "documentation": "Contractual interest rate for funds borrowed, under the debt agreement.", "label": "Debt Instrument, Interest Rate, Stated Percentage", "terseLabel": "Interest rate", "verboseLabel": "Interest Rate" } } }, "localname": "DebtInstrumentInterestRateStatedPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Debt Instrument [Line Items]", "terseLabel": "Debt Instrument [Line Items]" } } }, "localname": "DebtInstrumentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentNameDomain": { "auth_ref": [ "r14", "r226", "r331", "r332", "r333", "r334", "r335", "r337", "r343", "r344", "r345", "r346", "r348", "r349", "r350", "r351", "r352", "r353", "r483", "r630", "r631", "r632", "r633", "r634", "r669" ], "lang": { "en-us": { "role": { "documentation": "The name for the particular debt instrument or borrowing that distinguishes it from other debt instruments or borrowings, including draws against credit facilities.", "label": "Debt Instrument, Name [Domain]", "terseLabel": "Debt Instrument, Name [Domain]" } } }, "localname": "DebtInstrumentNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodAxis": { "auth_ref": [ "r167" ], "lang": { "en-us": { "role": { "documentation": "Information about timing of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period [Axis]", "terseLabel": "Debt Instrument, Redemption, Period [Axis]" } } }, "localname": "DebtInstrumentRedemptionPeriodAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodDomain": { "auth_ref": [ "r167" ], "lang": { "en-us": { "role": { "documentation": "Period as defined under terms of the debt agreement for debt redemption features.", "label": "Debt Instrument, Redemption, Period [Domain]", "terseLabel": "Debt Instrument, Redemption, Period [Domain]" } } }, "localname": "DebtInstrumentRedemptionPeriodDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodOneMember": { "auth_ref": [ "r167" ], "lang": { "en-us": { "role": { "documentation": "Period one representing most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period One [Member]", "terseLabel": "Debt Instrument, Redemption, Period One" } } }, "localname": "DebtInstrumentRedemptionPeriodOneMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodThreeMember": { "auth_ref": [ "r167" ], "lang": { "en-us": { "role": { "documentation": "Period three representing third most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Three [Member]", "terseLabel": "Debt Instrument, Redemption, Period Three" } } }, "localname": "DebtInstrumentRedemptionPeriodThreeMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPeriodTwoMember": { "auth_ref": [ "r167" ], "lang": { "en-us": { "role": { "documentation": "Period two representing second most current period of debt redemption features under terms of the debt agreement.", "label": "Debt Instrument, Redemption, Period Two [Member]", "terseLabel": "Debt Instrument, Redemption, Period Two" } } }, "localname": "DebtInstrumentRedemptionPeriodTwoMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage of principal amount of debt redeemed.", "label": "Debt Instrument, Redemption Price, Percentage of Principal Amount Redeemed", "verboseLabel": "Debt redemption price (in percent)" } } }, "localname": "DebtInstrumentRedemptionPricePercentageOfPrincipalAmountRedeemed", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DebtInstrumentTable": { "auth_ref": [ "r14", "r62", "r65", "r66", "r67", "r137", "r138", "r140", "r168", "r226", "r331", "r332", "r333", "r334", "r335", "r337", "r343", "r344", "r345", "r346", "r348", "r349", "r350", "r351", "r352", "r353", "r356", "r483", "r630", "r631", "r632", "r633", "r634", "r669" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to long-term debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Schedule of Long-Term Debt Instruments [Table]", "terseLabel": "Schedule of Long-term Debt Instruments [Table]" } } }, "localname": "DebtInstrumentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DebtInstrumentTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Period of time between issuance and maturity of debt instrument, in PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days.", "label": "Debt Instrument, Term", "terseLabel": "Maturity period (in months)" } } }, "localname": "DebtInstrumentTerm", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet": { "auth_ref": [ "r139", "r343", "r358", "r631", "r632" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of unamortized debt discount (premium) and debt issuance costs.", "label": "Debt Instrument, Unamortized Discount (Premium) and Debt Issuance Costs, Net", "terseLabel": "Unamortized debt issuance costs and discounts" } } }, "localname": "DebtInstrumentUnamortizedDiscountPremiumAndDebtIssuanceCostsNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DebtWeightedAverageInterestRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Weighted average interest rate of debt outstanding.", "label": "Debt, Weighted Average Interest Rate", "terseLabel": "Weighted average interest rate" } } }, "localname": "DebtWeightedAverageInterestRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DeferredFederalIncomeTaxExpenseBenefit": { "auth_ref": [ "r671", "r726", "r727" ], "calculation": { "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred federal tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred national tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred Federal Income Tax Expense (Benefit)", "terseLabel": "Federal" } } }, "localname": "DeferredFederalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredFederalStateAndLocalTaxExpenseBenefitAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Federal, State and Local, Tax Expense (Benefit) [Abstract]", "terseLabel": "Deferred income tax expense:" } } }, "localname": "DeferredFederalStateAndLocalTaxExpenseBenefitAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredIncomeTaxExpenseBenefit": { "auth_ref": [ "r36", "r87", "r437", "r443", "r444", "r671" ], "calculation": { "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred income tax expense (benefit) pertaining to income (loss) from continuing operations.", "label": "Deferred Income Tax Expense (Benefit)", "totalLabel": "Total deferred income tax expense" } } }, "localname": "DeferredIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredIncomeTaxLiabilities": { "auth_ref": [ "r4", "r5", "r152", "r169", "r432" ], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences.", "label": "Deferred Tax Liabilities, Gross", "negatedTerseLabel": "Deferred tax liability", "negatedTotalLabel": "Total deferred tax liabilities" } } }, "localname": "DeferredIncomeTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails", "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredStateAndLocalIncomeTaxExpenseBenefit": { "auth_ref": [ "r671", "r726", "r727" ], "calculation": { "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred state and local tax expense (benefit) attributable to income (loss) from continuing operations. Includes, but is not limited to, deferred regional, territorial, and provincial tax expense (benefit) for non-US (United States of America) jurisdiction.", "label": "Deferred State and Local Income Tax Expense (Benefit)", "terseLabel": "State" } } }, "localname": "DeferredStateAndLocalIncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGross": { "auth_ref": [ "r433" ], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxLiabilities", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible temporary differences and carryforwards.", "label": "Deferred Tax Assets, Gross", "terseLabel": "Deferred tax assets", "totalLabel": "Total deferred tax assets" } } }, "localname": "DeferredTaxAssetsGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails", "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsGrossAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Assets, Gross [Abstract]", "terseLabel": "Deferred tax assets:" } } }, "localname": "DeferredTaxAssetsGrossAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwards": { "auth_ref": [ "r85", "r724" ], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards.", "label": "Deferred Tax Assets, Operating Loss Carryforwards", "terseLabel": "Net operating losses" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwards", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails", "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are not subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Not Subject to Expiration", "terseLabel": "Net operating loss carryforwards not subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsNotSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before allocation of valuation allowances of deferred tax asset attributable to deductible operating loss carryforwards that are subject to expiration dates.", "label": "Deferred Tax Assets, Operating Loss Carryforwards, Subject to Expiration", "terseLabel": "Net operating loss carryforwards subject to expiration" } } }, "localname": "DeferredTaxAssetsOperatingLossCarryforwardsSubjectToExpiration", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxAssetsOther": { "auth_ref": [ "r85", "r724" ], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredTaxAssetsGross", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, before allocation of valuation allowance, of deferred tax asset attributable to deductible temporary differences, classified as other.", "label": "Deferred Tax Assets, Other", "terseLabel": "Other" } } }, "localname": "DeferredTaxAssetsOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilities": { "auth_ref": [ "r82", "r723" ], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deferred tax asset, of deferred tax liability attributable to taxable differences without jurisdictional netting.", "label": "Deferred Tax Liabilities, Net", "negatedTotalLabel": "Net deferred tax liabilities" } } }, "localname": "DeferredTaxLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Deferred Tax Liabilities, Gross [Abstract]", "terseLabel": "Deferred tax liabilities:" } } }, "localname": "DeferredTaxLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DeferredTaxLiabilitiesInvestments": { "auth_ref": [], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences from investments (excludes investments in subsidiaries and equity method investments).", "label": "Deferred Tax Liabilities, Investments", "negatedTerseLabel": "Investment in partnership" } } }, "localname": "DeferredTaxLiabilitiesInvestments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DeferredTaxLiabilitiesOther": { "auth_ref": [ "r85", "r724" ], "calculation": { "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_DeferredIncomeTaxLiabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of deferred tax liability attributable to taxable temporary differences classified as other.", "label": "Deferred Tax Liabilities, Other", "negatedTerseLabel": "Other" } } }, "localname": "DeferredTaxLiabilitiesOther", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDeferredTaxAssetsandLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerDiscretionaryContributionAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of discretionary contributions made by an employer to a defined contribution plan.", "label": "Defined Contribution Plan, Employer Discretionary Contribution Amount", "terseLabel": "Matching contribution" } } }, "localname": "DefinedContributionPlanEmployerDiscretionaryContributionAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EmployeeBenefitPlanDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DefinedContributionPlanEmployerMatchingContributionPercentOfMatch": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage employer matches of the employee's percentage contribution matched.", "label": "Defined Contribution Plan, Employer Matching Contribution, Percent of Match", "terseLabel": "Discretionary matching contribution (as a percent)" } } }, "localname": "DefinedContributionPlanEmployerMatchingContributionPercentOfMatch", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EmployeeBenefitPlanDetails" ], "xbrltype": "percentItemType" }, "us-gaap_DefinedContributionPlanMaximumAnnualContributionsPerEmployeeAmount": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Maximum amount the employee may contribute to a defined contribution plan.", "label": "Defined Contribution Plan, Maximum Annual Contributions Per Employee, Amount", "terseLabel": "Annual maximum contribution per team member" } } }, "localname": "DefinedContributionPlanMaximumAnnualContributionsPerEmployeeAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EmployeeBenefitPlanDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationAndAmortization": { "auth_ref": [ "r36", "r47" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The current period expense charged against earnings on long-lived, physical assets not used in production, and which are not intended for resale, to allocate or recognize the cost of such assets over their useful lives; or to record the reduction in book value of an intangible asset over the benefit period of such asset; or to reflect consumption during the period of an asset that is not used in production.", "label": "Depreciation, Depletion and Amortization, Nonproduction", "verboseLabel": "Depreciation and amortization" } } }, "localname": "DepreciationAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DepreciationDepletionAndAmortization": { "auth_ref": [ "r36", "r275" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The aggregate expense recognized in the current period that allocates the cost of tangible assets, intangible assets, or depleting assets to periods that benefit from use of the assets.", "label": "Depreciation, Depletion and Amortization", "terseLabel": "Depreciation & amortization" } } }, "localname": "DepreciationDepletionAndAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeAssetMeasurementInput": { "auth_ref": [ "r469" ], "lang": { "en-us": { "role": { "documentation": "Value of input used to measure derivative asset.", "label": "Derivative Asset, Measurement Input", "terseLabel": "Pullthrough rate (weighted avg)" } } }, "localname": "DerivativeAssetMeasurementInput", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "decimalItemType" }, "us-gaap_DerivativeAssets": { "auth_ref": [ "r202", "r203", "r473", "r624" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial asset or other contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes assets not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Asset", "terseLabel": "Derivative assets", "verboseLabel": "Derivative assets" } } }, "localname": "DerivativeAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeContractTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Financial instrument or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset.", "label": "Derivative Contract [Domain]", "terseLabel": "Derivative Contract [Domain]" } } }, "localname": "DerivativeContractTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_DerivativeInstrumentRiskAxis": { "auth_ref": [ "r118", "r119", "r122", "r123", "r624" ], "lang": { "en-us": { "role": { "documentation": "Information by type of derivative contract.", "label": "Derivative Instrument [Axis]", "terseLabel": "Derivative Instrument [Axis]" } } }, "localname": "DerivativeInstrumentRiskAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Derivative Instruments and Hedging Activities Disclosure [Abstract]", "terseLabel": "Derivative Instruments and Hedging Activities Disclosure [Abstract]" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock": { "auth_ref": [ "r128", "r459" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for derivative instruments and hedging activities including, but not limited to, risk management strategies, non-hedging derivative instruments, assets, liabilities, revenue and expenses, and methodologies and assumptions used in determining the amounts.", "label": "Derivative Instruments and Hedging Activities Disclosure [Text Block]", "terseLabel": "Derivatives" } } }, "localname": "DerivativeInstrumentsAndHedgingActivitiesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/Derivatives" ], "xbrltype": "textBlockItemType" }, "us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsAssetAtFairValue": { "auth_ref": [ "r120" ], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": 2.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value as of the balance sheet date of derivative instrument not designated as hedging instrument and classified as an asset.", "label": "Derivative Instruments Not Designated as Hedging Instruments, Asset, at Fair Value", "terseLabel": "Derivative asset" } } }, "localname": "DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsAssetAtFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsLiabilityAtFairValue": { "auth_ref": [ "r120" ], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": 1.0, "parentTag": "us-gaap_FinancialLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value as of the balance sheet date of derivative instrument not designated as hedging instrument and classified as a liability.", "label": "Derivative Instruments Not Designated as Hedging Instruments, Liability, at Fair Value", "terseLabel": "Derivative liability" } } }, "localname": "DerivativeInstrumentsNotDesignatedAsHedgingInstrumentsLiabilityAtFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLiabilities": { "auth_ref": [ "r202", "r203", "r473", "r624" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 8.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value, after the effects of master netting arrangements, of a financial liability or contract with one or more underlyings, notional amount or payment provision or both, and the contract can be net settled by means outside the contract or delivery of an asset. Includes liabilities not subject to a master netting arrangement and not elected to be offset.", "label": "Derivative Liability", "terseLabel": "Derivative liabilities", "verboseLabel": "Derivative liabilities" } } }, "localname": "DerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Derivative [Line Items]", "terseLabel": "Derivative [Line Items]" } } }, "localname": "DerivativeLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativeNotionalAmount": { "auth_ref": [ "r728", "r729" ], "lang": { "en-us": { "role": { "documentation": "Nominal or face amount used to calculate payment on derivative.", "label": "Derivative, Notional Amount", "terseLabel": "Notional Amount" } } }, "localname": "DerivativeNotionalAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DerivativeTable": { "auth_ref": [ "r113", "r114", "r115", "r116", "r117", "r121", "r122", "r124", "r126", "r127", "r459" ], "lang": { "en-us": { "role": { "documentation": "Schedule that describes and identifies a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Derivative [Table]", "terseLabel": "Derivative [Table]" } } }, "localname": "DerivativeTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_DerivativesPolicyTextBlock": { "auth_ref": [ "r113", "r114", "r116", "r117", "r125", "r225" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its derivative instruments and hedging activities.", "label": "Derivatives, Policy [Policy Text Block]", "terseLabel": "Derivatives" } } }, "localname": "DerivativesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock": { "auth_ref": [ "r382", "r413", "r414", "r416", "r421", "r642" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for share-based payment arrangement.", "label": "Share-Based Payment Arrangement [Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "DisclosureOfCompensationRelatedCostsShareBasedPaymentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensation" ], "xbrltype": "textBlockItemType" }, "us-gaap_DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Payment Arrangement [Abstract]" } } }, "localname": "DisclosureOfCompensationRelatedCostsSharebasedPaymentsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_DividendsCommonStock": { "auth_ref": [ "r69", "r166" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of paid and unpaid common stock dividends declared with the form of settlement in cash, stock and payment-in-kind (PIK).", "label": "Dividends, Common Stock", "negatedTerseLabel": "Class A common stock dividends" } } }, "localname": "DividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_DividendsPayableCurrentAndNoncurrent": { "auth_ref": [ "r1", "r3", "r153", "r173" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 3.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date of dividends declared but unpaid on equity securities issued by the entity and outstanding.", "label": "Dividends Payable", "terseLabel": "Accrued distributions and dividends payable" } } }, "localname": "DividendsPayableCurrentAndNoncurrent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueFromOfficersOrStockholders": { "auth_ref": [ "r141", "r143", "r181" ], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 4.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "For an unclassified balance sheet, amounts due from owners or owners with a beneficial interest of more than 10 percent of the voting interests or officers of the company.", "label": "Due from Officers or Stockholders", "terseLabel": "Investor receivables" } } }, "localname": "DueFromOfficersOrStockholders", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_DueFromRelatedParties": { "auth_ref": [ "r157", "r181", "r199", "r322", "r323", "r324", "r328", "r329", "r330", "r506", "r672" ], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 7.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "For an unclassified balance sheet, amounts due from related parties including affiliates, employees, joint ventures, officers and stockholders, immediate families thereof, and pension funds.", "label": "Due from Related Parties", "terseLabel": "Origination receivables" } } }, "localname": "DueFromRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EarningsPerShareAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Earnings Per Share [Abstract]", "terseLabel": "Earnings per share of class A common stock" } } }, "localname": "EarningsPerShareAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_EarningsPerShareBasic": { "auth_ref": [ "r213", "r233", "r234", "r236", "r237", "r238", "r244", "r247", "r255", "r256", "r257", "r261", "r464", "r465", "r578", "r582", "r626" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.", "label": "Earnings Per Share, Basic", "terseLabel": "Earnings per share of Class A common stock outstanding - basic (in usd per share)", "verboseLabel": "Basic (in usd per share)" } } }, "localname": "EarningsPerShareBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareDiluted": { "auth_ref": [ "r213", "r233", "r234", "r236", "r237", "r238", "r247", "r255", "r256", "r257", "r261", "r464", "r465", "r578", "r582", "r626" ], "lang": { "en-us": { "role": { "documentation": "The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.", "label": "Earnings Per Share, Diluted", "terseLabel": "Earnings per share of Class A common stock outstanding - diluted (in usd per share)", "verboseLabel": "Diluted (in usd per share)" } } }, "localname": "EarningsPerShareDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_EarningsPerShareTextBlock": { "auth_ref": [ "r258", "r259", "r260", "r262" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for earnings per share.", "label": "Earnings Per Share [Text Block]", "terseLabel": "Earnings Per Share" } } }, "localname": "EarningsPerShareTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShare" ], "xbrltype": "textBlockItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized": { "auth_ref": [ "r415" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cost not yet recognized for nonvested award under share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount", "terseLabel": "Unrecognized compensation related to unvested awards" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1": { "auth_ref": [ "r415" ], "lang": { "en-us": { "role": { "documentation": "Weighted-average period over which cost not yet recognized is expected to be recognized for award under share-based payment arrangement, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Period for Recognition", "terseLabel": "Unvested awards, period for recognition (in years)" } } }, "localname": "EmployeeServiceShareBasedCompensationNonvestedAwardsTotalCompensationCostNotYetRecognizedPeriodForRecognition1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_EquityComponentDomain": { "auth_ref": [ "r61", "r187", "r208", "r209", "r210", "r227", "r228", "r229", "r232", "r239", "r242", "r263", "r300", "r368", "r417", "r418", "r419", "r439", "r440", "r463", "r475", "r476", "r477", "r478", "r479", "r480", "r502", "r585", "r586", "r587" ], "lang": { "en-us": { "role": { "documentation": "Components of equity are the parts of the total Equity balance including that which is allocated to common, preferred, treasury stock, retained earnings, etc.", "label": "Equity Component [Domain]", "terseLabel": "Equity Component [Domain]" } } }, "localname": "EquityComponentDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_EscrowDeposit": { "auth_ref": [ "r158", "r612" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The designation of funds furnished by a borrower to a lender to assure future payments of the borrower's real estate taxes and insurance obligations with respect to a mortgaged property. Escrow deposits may be made for a variety of other purposes such as earnest money and contingent payments. This element excludes replacement reserves which are an escrow separately provided for within the US GAAP taxonomy.", "label": "Escrow Deposit", "terseLabel": "Escrow balance" } } }, "localname": "EscrowDeposit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesEscrowandFiduciaryFundsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_EstimateOfFairValueFairValueDisclosureMember": { "auth_ref": [ "r345", "r473", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Measured as an estimate of fair value.", "label": "Estimate of Fair Value Measurement [Member]", "terseLabel": "Estimated Fair Value" } } }, "localname": "EstimateOfFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueAdjustmentOfWarrants": { "auth_ref": [ "r36", "r56" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense (income) related to adjustment to fair value of warrant liability.", "label": "Fair Value Adjustment of Warrants", "negatedTerseLabel": "Decrease in fair value of warrants liability", "terseLabel": "Decrease in fair value of warrants liability" } } }, "localname": "FairValueAdjustmentOfWarrants", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]", "terseLabel": "Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable": { "auth_ref": [ "r466", "r467", "r471" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about asset and liability measured at fair value on recurring and nonrecurring basis.", "label": "Fair Value, Recurring and Nonrecurring [Table]", "terseLabel": "Fair Value, Recurring and Nonrecurring [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]", "terseLabel": "Fair Value Measurement Inputs and Valuation Techniques [Line Items]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable": { "auth_ref": [ "r131" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table]", "terseLabel": "Fair Value Measurement Inputs and Valuation Techniques [Table]" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock": { "auth_ref": [ "r131" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of input and valuation technique used to measure fair value and change in valuation approach and technique for each separate class of asset and liability measured on recurring and nonrecurring basis.", "label": "Fair Value Measurement Inputs and Valuation Techniques [Table Text Block]", "terseLabel": "Quantitative Information on Recurring Level 3 Fair Value Financial Instruments" } } }, "localname": "FairValueAssetsAndLiabilitiesMeasuredOnRecurringAndNonrecurringBasisValuationTechniquesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueByFairValueHierarchyLevelAxis": { "auth_ref": [ "r345", "r370", "r371", "r372", "r373", "r374", "r375", "r467", "r515", "r516", "r517", "r631", "r632", "r636", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "Information by level within fair value hierarchy and fair value measured at net asset value per share as practical expedient.", "label": "Fair Value Hierarchy and NAV [Axis]", "terseLabel": "Fair Value Hierarchy and NAV [Axis]" } } }, "localname": "FairValueByFairValueHierarchyLevelAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueByMeasurementBasisAxis": { "auth_ref": [ "r129", "r132", "r345", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Information by measurement basis.", "label": "Measurement Basis [Axis]", "terseLabel": "Measurement Basis [Axis]" } } }, "localname": "FairValueByMeasurementBasisAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosureItemAmountsDomain": { "auth_ref": [ "r345", "r631", "r632" ], "lang": { "en-us": { "role": { "documentation": "Measurement basis, for example, but not limited to, reported value, fair value, portion at fair value, portion at other than fair value.", "label": "Fair Value Measurement [Domain]", "terseLabel": "Fair Value Measurement [Domain]" } } }, "localname": "FairValueDisclosureItemAmountsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueDisclosuresAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Fair Value Disclosures [Abstract]", "terseLabel": "Fair Value Disclosures [Abstract]" } } }, "localname": "FairValueDisclosuresAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_FairValueDisclosuresTextBlock": { "auth_ref": [ "r470" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.", "label": "Fair Value Disclosures [Text Block]", "terseLabel": "Fair Value Measurements" } } }, "localname": "FairValueDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurements" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueInputsLevel1Member": { "auth_ref": [ "r345", "r370", "r375", "r467", "r515", "r636", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "Quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.", "label": "Fair Value, Inputs, Level 1 [Member]", "terseLabel": "Level\u00a01" } } }, "localname": "FairValueInputsLevel1Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel2Member": { "auth_ref": [ "r345", "r370", "r375", "r467", "r516", "r631", "r632", "r636", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "Inputs other than quoted prices included within level 1 that are observable for an asset or liability, either directly or indirectly, including, but not limited to, quoted prices for similar assets or liabilities in active markets, or quoted prices for identical or similar assets or liabilities in inactive markets.", "label": "Fair Value, Inputs, Level 2 [Member]", "terseLabel": "Level\u00a02" } } }, "localname": "FairValueInputsLevel2Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueInputsLevel3Member": { "auth_ref": [ "r345", "r370", "r371", "r372", "r373", "r374", "r375", "r467", "r517", "r631", "r632", "r636", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "Unobservable inputs that reflect the entity's own assumption about the assumptions market participants would use in pricing.", "label": "Fair Value, Inputs, Level 3 [Member]", "terseLabel": "Level\u00a03" } } }, "localname": "FairValueInputsLevel3Member", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock": { "auth_ref": [ "r129", "r130" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of liabilities measured at fair value measured on a recurring or nonrecurring basis. Includes, but is not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2.", "label": "Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis [Table Text Block]", "terseLabel": "Fair Value, Liabilities Measured on Recurring and Nonrecurring Basis" } } }, "localname": "FairValueLiabilitiesMeasuredOnRecurringAndNonrecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FairValueMeasurementsFairValueHierarchyDomain": { "auth_ref": [ "r345", "r370", "r371", "r372", "r373", "r374", "r375", "r515", "r516", "r517", "r631", "r632", "r636", "r637", "r638" ], "lang": { "en-us": { "role": { "documentation": "Categories used to prioritize the inputs to valuation techniques to measure fair value.", "label": "Fair Value Hierarchy and NAV [Domain]", "terseLabel": "Fair Value Hierarchy and NAV [Domain]" } } }, "localname": "FairValueMeasurementsFairValueHierarchyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_FairValueOptionQuantitativeDisclosuresTextBlock": { "auth_ref": [ "r135", "r732", "r733", "r734" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information about asset and liability measured at fair value under fair value option.", "label": "Fair Value Option, Disclosures [Table Text Block]", "terseLabel": "Summary of Reconciliation of Changes in Mortgage Loans at Fair Value" } } }, "localname": "FairValueOptionQuantitativeDisclosuresTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageLoansatFairValueTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseInterestExpense": { "auth_ref": [ "r487", "r492", "r646" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense on finance lease liability.", "label": "Finance Lease, Interest Expense", "terseLabel": "Interest expense under finance leases" } } }, "localname": "FinanceLeaseInterestExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiability": { "auth_ref": [ "r486", "r498" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from finance lease.", "label": "Finance Lease, Liability", "terseLabel": "Total", "verboseLabel": "Finance lease liability (includes $27,857 and $29,087 with related parties)" } } }, "localname": "FinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r737" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of finance lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to finance lease liability recognized in statement of financial position.", "label": "Finance Lease, Liability, Fiscal Year Maturity [Table Text Block]", "terseLabel": "Summary of Maturities of the Company's Financing Lease Liabilities" } } }, "localname": "FinanceLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDue": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, to be Paid", "totalLabel": "Total lease payments" } } }, "localname": "FinanceLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, after Year Five", "terseLabel": "Thereafter" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year One", "terseLabel": "2023" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Five", "terseLabel": "2027" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Four", "terseLabel": "2026" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Three", "terseLabel": "2025" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_FinanceLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for finance lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Finance Lease, Liability, to be Paid, Year Two", "terseLabel": "2024" } } }, "localname": "FinanceLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r498" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for finance lease.", "label": "Finance Lease, Liability, Undiscounted Excess Amount", "negatedLabel": "Less imputed interest" } } }, "localname": "FinanceLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesSummaryofMaturitiesoftheCompanysFinancingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeasePrincipalPayments": { "auth_ref": [ "r488", "r494" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 7.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for principal payment on finance lease.", "label": "Finance Lease, Principal Payments", "negatedLabel": "Repayments of finance lease liabilities" } } }, "localname": "FinanceLeasePrincipalPayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAsset": { "auth_ref": [ "r485" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 9.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after accumulated amortization, of right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, after Accumulated Amortization", "verboseLabel": "Finance lease right-of-use asset (includes $26,867 and $28,619 with related parties)" } } }, "localname": "FinanceLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseRightOfUseAssetAmortization": { "auth_ref": [ "r487", "r492", "r646" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization expense attributable to right-of-use asset from finance lease.", "label": "Finance Lease, Right-of-Use Asset, Amortization", "verboseLabel": "Amortization expense under finance leases" } } }, "localname": "FinanceLeaseRightOfUseAssetAmortization", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FinanceLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r497", "r646" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for finance lease calculated at point in time.", "label": "Finance Lease, Weighted Average Discount Rate, Percent", "terseLabel": "Weighted average discount rate \u2013 finance leases" } } }, "localname": "FinanceLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofAdditionalSupplementalFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_FinanceLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r496", "r646" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Finance Lease, Weighted Average Remaining Lease Term", "terseLabel": "Weighted average remaining lease term \u2013 finance leases" } } }, "localname": "FinanceLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofAdditionalSupplementalFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_FinancialInstrumentAxis": { "auth_ref": [ "r297", "r298", "r304", "r307", "r308", "r309", "r310", "r311", "r312", "r313", "r356", "r365", "r459", "r512", "r513", "r514", "r515", "r516", "r517", "r519", "r520", "r521", "r525", "r526", "r527", "r528", "r531", "r536", "r545", "r546", "r547", "r548", "r551", "r552", "r553", "r554", "r555", "r556", "r557", "r558", "r560", "r561", "r562", "r629", "r685", "r686", "r687", "r759", "r760", "r761", "r762", "r763", "r764", "r765" ], "lang": { "en-us": { "role": { "documentation": "Information by type of financial instrument.", "label": "Financial Instrument [Axis]", "terseLabel": "Financial Instrument [Axis]" } } }, "localname": "FinancialInstrumentAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails", "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_FinancialLiabilitiesFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value of financial obligations, including, but not limited to, debt instruments, derivative liabilities, federal funds purchased and sold under agreements to repurchase, securities loaned or sold under agreements to repurchase, financial instruments sold not yet purchased, guarantees, line of credit, loans and notes payable, servicing liability, and trading liabilities.", "label": "Financial Liabilities Fair Value Disclosure", "totalLabel": "Total liabilities" } } }, "localname": "FinancialLiabilitiesFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_FurnitureAndFixturesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Equipment commonly used in offices and stores that have no permanent connection to the structure of a building or utilities. Examples include, but are not limited to, desks, chairs, tables, and bookcases.", "label": "Furniture and Fixtures [Member]", "terseLabel": "Furniture and equipment" } } }, "localname": "FurnitureAndFixturesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_GainLossOnSalesOfLoansNet": { "auth_ref": [ "r36", "r164", "r184" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The net gain (loss) resulting from a sale of loans, including adjustments to record loans classified as held-for-sale at the lower-of-cost-or-market and fair value adjustments to loan held for investment purposes.", "label": "Gain (Loss) on Sales of Loans, Net", "terseLabel": "Loan production income" } } }, "localname": "GainLossOnSalesOfLoansNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_HedgingDesignationAxis": { "auth_ref": [ "r116", "r458" ], "lang": { "en-us": { "role": { "documentation": "Information by designation of purpose of derivative instrument.", "label": "Hedging Designation [Axis]", "terseLabel": "Hedging Designation [Axis]" } } }, "localname": "HedgingDesignationAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_HedgingDesignationDomain": { "auth_ref": [ "r116" ], "lang": { "en-us": { "role": { "documentation": "Designation of purpose of derivative instrument.", "label": "Hedging Designation [Domain]", "terseLabel": "Hedging Designation [Domain]" } } }, "localname": "HedgingDesignationDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IPOMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First sale of stock by a private company to the public.", "label": "IPO [Member]", "terseLabel": "IPO" } } }, "localname": "IPOMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest": { "auth_ref": [ "r18", "r148", "r161", "r183", "r277", "r285", "r289", "r291", "r579", "r628" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_ProfitLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (loss) from continuing operations, including income (loss) from equity method investments, before deduction of income tax expense (benefit), and income (loss) attributable to noncontrolling interest.", "label": "Income (Loss) from Continuing Operations before Income Taxes, Noncontrolling Interest", "totalLabel": "Earnings before income taxes" } } }, "localname": "IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeStatementAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Statement [Abstract]", "terseLabel": "Income Statement [Abstract]" } } }, "localname": "IncomeStatementAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Income Tax Disclosure [Abstract]" } } }, "localname": "IncomeTaxDisclosureAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_IncomeTaxDisclosureTextBlock": { "auth_ref": [ "r221", "r428", "r430", "r435", "r441", "r445", "r447", "r448", "r449" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.", "label": "Income Tax Disclosure [Text Block]", "terseLabel": "Income Taxes" } } }, "localname": "IncomeTaxDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxes" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxExpenseBenefit": { "auth_ref": [ "r222", "r241", "r242", "r276", "r426", "r442", "r446", "r583" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_ProfitLoss", "weight": -1.0 }, "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.", "label": "Income Tax Expense (Benefit)", "terseLabel": "Provision for income taxes", "totalLabel": "Total provision for income taxes" } } }, "localname": "IncomeTaxExpenseBenefit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/IncomeTaxesComponentsofIncomeTaxDetails", "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxPolicyTextBlock": { "auth_ref": [ "r207", "r424", "r425", "r430", "r431", "r434", "r438" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for income taxes, which may include its accounting policies for recognizing and measuring deferred tax assets and liabilities and related valuation allowances, recognizing investment tax credits, operating loss carryforwards, tax credit carryforwards, and other carryforwards, methodologies for determining its effective income tax rate and the characterization of interest and penalties in the financial statements.", "label": "Income Tax, Policy [Policy Text Block]", "terseLabel": "Income Taxes And Tax Receivable Agreement" } } }, "localname": "IncomeTaxPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate": { "auth_ref": [ "r427" ], "calculation": { "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 1.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of income tax expense or benefit for the period computed by applying the domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Effective Income Tax Rate Reconciliation at Federal Statutory Income Tax Rate, Amount", "terseLabel": "Income tax expense at the federal statutory rate" } } }, "localname": "IncomeTaxReconciliationIncomeTaxExpenseBenefitAtFederalStatutoryIncomeTaxRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationMinorityInterestIncomeExpense": { "auth_ref": [ "r721" ], "calculation": { "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 2.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to noncontrolling interest income (loss) exempt from income taxes.", "label": "Effective Income Tax Rate Reconciliation, Noncontrolling Interest Income (Loss), Amount", "negatedTerseLabel": "Income attributable to non-controlling interest" } } }, "localname": "IncomeTaxReconciliationMinorityInterestIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxReconciliationOtherAdjustments": { "auth_ref": [ "r721" ], "calculation": { "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 3.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the difference between reported income tax expense (benefit) and expected income tax expense (benefit) computed by applying the domestic federal statutory income tax rates to pretax income (loss) from continuing operations attributable to other adjustments.", "label": "Effective Income Tax Rate Reconciliation, Other Adjustments, Amount", "terseLabel": "Other" } } }, "localname": "IncomeTaxReconciliationOtherAdjustments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncomeTaxesPaid": { "auth_ref": [ "r33", "r40" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The amount of cash paid during the current period to foreign, federal, state, and local authorities as taxes on income.", "label": "Income Taxes Paid", "terseLabel": "Cash paid for taxes" } } }, "localname": "IncomeTaxesPaid", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDerivativeAssets": { "auth_ref": [ "r666" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the carrying value of derivative instruments reported as assets that are due to be disposed of within one year (or the normal operating cycle, if longer).", "label": "Increase (Decrease) in Derivative Assets", "negatedLabel": "Derivative assets" } } }, "localname": "IncreaseDecreaseInDerivativeAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInDerivativeLiabilities": { "auth_ref": [ "r666" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the period in the carrying value of derivative instruments reported as liabilities that are due to be disposed of within one year (or the normal operating cycle, if longer).", "label": "Increase (Decrease) in Derivative Liabilities", "terseLabel": "Derivative liabilities" } } }, "localname": "IncreaseDecreaseInDerivativeLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInMarginDepositsOutstanding": { "auth_ref": [ "r35" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in money or securities placed with a broker or counterparty as security for a trading or derivative position.", "label": "Increase (Decrease) in Margin Deposits Outstanding", "negatedTerseLabel": "Margin calls on borrowings against investment securities" } } }, "localname": "IncreaseDecreaseInMarginDepositsOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInMortgageLoansHeldForSale": { "auth_ref": [ "r666" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The increase (decrease) during the reporting period in the value of mortgage loans that are held with the intention to sell or be securitized in the near future.", "label": "Increase (Decrease) in Mortgage Loans Held-for-sale", "negatedLabel": "Mortgage loans at fair value" } } }, "localname": "IncreaseDecreaseInMortgageLoansHeldForSale", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOperatingAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Assets [Abstract]", "terseLabel": "(Increase) decrease in:" } } }, "localname": "IncreaseDecreaseInOperatingAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOperatingLiabilitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Increase (Decrease) in Operating Liabilities [Abstract]", "terseLabel": "Increase (decrease) in:" } } }, "localname": "IncreaseDecreaseInOperatingLiabilitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingAssets": { "auth_ref": [ "r35" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating assets classified as other.", "label": "Increase (Decrease) in Other Operating Assets", "negatedLabel": "Other assets" } } }, "localname": "IncreaseDecreaseInOtherOperatingAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInOtherOperatingLiabilities": { "auth_ref": [ "r35" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in operating liabilities classified as other.", "label": "Increase (Decrease) in Other Operating Liabilities", "terseLabel": "Other liabilities" } } }, "localname": "IncreaseDecreaseInOtherOperatingLiabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_IncreaseDecreaseInStockholdersEquityRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Increase (Decrease) in Stockholders' Equity [Roll Forward]", "terseLabel": "Increase (Decrease) in Stockholders' Equity [Roll Forward]" } } }, "localname": "IncreaseDecreaseInStockholdersEquityRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_InterestAndFeeIncomeLoansAndLeases": { "auth_ref": [ "r163" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 5.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The aggregate interest and fee income generated by: (1) loans the Entity has positive intent and ability to hold for the foreseeable future, or until maturity or payoff, including commercial and consumer loans, whether domestic or foreign, which may consist of: (a) industrial and agricultural; (b) real estate; and (c) real estate construction loans; (d) trade financing; (e) lease financing; (f) home equity lines-of-credit; (g) automobile and other vehicle loans; and (h) credit card and other revolving-type loans and (2) loans and leases held-for-sale which may include mortgage loans, direct financing, and sales-type leases.", "label": "Interest and Fee Income, Loans and Leases", "terseLabel": "Interest income" } } }, "localname": "InterestAndFeeIncomeLoansAndLeases", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestExpense": { "auth_ref": [ "r139", "r165", "r211", "r274", "r482" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 7.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of the cost of borrowed funds accounted for as interest expense.", "label": "Interest Expense", "terseLabel": "Interest expense" } } }, "localname": "InterestExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestPaidNet": { "auth_ref": [ "r214", "r217", "r218" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash paid for interest, excluding capitalized interest, classified as operating activity. Includes, but is not limited to, payment to settle zero-coupon bond for accreted interest of debt discount and debt instrument with insignificant coupon interest rate in relation to effective interest rate of borrowing attributable to accreted interest of debt discount.", "label": "Interest Paid, Excluding Capitalized Interest, Operating Activities", "terseLabel": "Cash paid for interest" } } }, "localname": "InterestPaidNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_InterestRateLockCommitmentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Commitments to extend credit where the interest rate is locked in advance of funds being disbursed for a specified period of time.", "label": "Interest Rate Lock Commitments [Member]", "terseLabel": "IRLCs" } } }, "localname": "InterestRateLockCommitmentsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LaborAndRelatedExpense": { "auth_ref": [ "r665" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for salary, wage, profit sharing; incentive and equity-based compensation; and other employee benefit.", "label": "Labor and Related Expense", "terseLabel": "Salaries, commissions and benefits" } } }, "localname": "LaborAndRelatedExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LeaseCostAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Lease, Cost [Abstract]", "terseLabel": "Lease, Cost [Abstract]" } } }, "localname": "LeaseCostAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_LeaseholdImprovementsMember": { "auth_ref": [ "r48" ], "lang": { "en-us": { "role": { "documentation": "Additions or improvements to assets held under a lease arrangement.", "label": "Leasehold Improvements [Member]", "terseLabel": "Leasehold improvements" } } }, "localname": "LeaseholdImprovementsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LeasesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Leases [Abstract]", "terseLabel": "Leases [Abstract]" } } }, "localname": "LeasesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_LegalFees": { "auth_ref": [ "r22" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The amount of expense provided in the period for legal costs incurred on or before the balance sheet date pertaining to resolved, pending or threatened litigation, including arbitration and mediation proceedings.", "label": "Legal Fees", "terseLabel": "Legal fees" } } }, "localname": "LegalFees", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeFinanceLeaseRemainingLeaseTerm": { "auth_ref": [ "r736" ], "lang": { "en-us": { "role": { "documentation": "Remaining lease term of finance lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Finance Lease, Remaining Lease Term", "terseLabel": "Remaining finance lease term" } } }, "localname": "LesseeFinanceLeaseRemainingLeaseTerm", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeFinanceLeasesTextBlock": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for finance leases of lessee. Includes, but is not limited to, description of lessee's finance lease and maturity analysis of finance lease liability.", "label": "Lessee, Finance Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeFinanceLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeLeaseDescriptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Lessee, Lease, Description [Line Items]", "terseLabel": "Lessee, Lease, Description [Line Items]" } } }, "localname": "LesseeLeaseDescriptionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeaseDescriptionTable": { "auth_ref": [ "r491" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about lessee's leases.", "label": "Lessee, Lease, Description [Table]", "terseLabel": "Lessee, Lease, Description [Table]" } } }, "localname": "LesseeLeaseDescriptionTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LesseeLeasesPolicyTextBlock": { "auth_ref": [ "r490" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for leasing arrangement entered into by lessee.", "label": "Lessee, Leases [Policy Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeLeasesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityMaturityTableTextBlock": { "auth_ref": [ "r737" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of undiscounted cash flows of lessee's operating lease liability. Includes, but is not limited to, reconciliation of undiscounted cash flows to operating lease liability recognized in statement of financial position.", "label": "Lessee, Operating Lease, Liability, Maturity [Table Text Block]", "terseLabel": "Schedule of Maturities of Company's Operating Lease Liabilities" } } }, "localname": "LesseeOperatingLeaseLiabilityMaturityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease.", "label": "Lessee, Operating Lease, Liability, to be Paid", "totalLabel": "Total lease payments" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": 6.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease due after fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, after Year Five", "verboseLabel": "Thereafter" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueAfterYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": 1.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in next fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year One", "verboseLabel": "2023" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueNextTwelveMonths", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFive": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": 5.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fifth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Five", "verboseLabel": "2027" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFive", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearFour": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": 4.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in fourth fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Four", "verboseLabel": "2026" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearFour", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearThree": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": 3.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in third fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Three", "verboseLabel": "2025" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearThree", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDueYearTwo": { "auth_ref": [ "r498" ], "calculation": { "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails": { "order": 2.0, "parentTag": "us-gaap_LesseeOperatingLeaseLiabilityPaymentsDue", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payment for operating lease to be paid in second fiscal year following current fiscal year. Excludes interim and annual periods when interim periods are reported from current statement of financial position date (rolling approach).", "label": "Lessee, Operating Lease, Liability, to be Paid, Year Two", "verboseLabel": "2024" } } }, "localname": "LesseeOperatingLeaseLiabilityPaymentsDueYearTwo", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseLiabilityUndiscountedExcessAmount": { "auth_ref": [ "r498" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's undiscounted obligation for lease payments in excess of discounted obligation for lease payments for operating lease.", "label": "Lessee, Operating Lease, Liability, Undiscounted Excess Amount", "negatedLabel": "Less imputed interest" } } }, "localname": "LesseeOperatingLeaseLiabilityUndiscountedExcessAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LesseeOperatingLeaseRemainingLeaseTerm": { "auth_ref": [ "r736" ], "lang": { "en-us": { "role": { "documentation": "Remaining lease term of operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Lessee, Operating Lease, Remaining Lease Term", "terseLabel": "Remaining operating lease term" } } }, "localname": "LesseeOperatingLeaseRemainingLeaseTerm", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_LesseeOperatingLeasesTextBlock": { "auth_ref": [ "r499" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for operating leases of lessee. Includes, but is not limited to, description of operating lease and maturity analysis of operating lease liability.", "label": "Lessee, Operating Leases [Text Block]", "terseLabel": "Leases" } } }, "localname": "LesseeOperatingLeasesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/Leases" ], "xbrltype": "textBlockItemType" }, "us-gaap_Liabilities": { "auth_ref": [ "r12", "r220", "r299", "r320", "r321", "r323", "r324", "r325", "r326", "r327", "r329", "r330", "r453", "r456", "r457", "r474", "r627", "r691", "r742", "r743" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sum of the carrying amounts as of the balance sheet date of all liabilities that are recognized. Liabilities are probable future sacrifices of economic benefits arising from present obligations of an entity to transfer assets or provide services to other entities in the future.", "label": "Liabilities", "totalLabel": "Total liabilities" } } }, "localname": "Liabilities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquity": { "auth_ref": [ "r10", "r156", "r177", "r647", "r670", "r688", "r731" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of liabilities and equity items, including the portion of equity attributable to noncontrolling interests, if any.", "label": "Liabilities and Equity", "totalLabel": "Total liabilities and equity" } } }, "localname": "LiabilitiesAndStockholdersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LiabilitiesAndStockholdersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Liabilities and Equity [Abstract]", "terseLabel": "Liabilities and equity" } } }, "localname": "LiabilitiesAndStockholdersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCredit": { "auth_ref": [ "r2", "r154", "r170" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The carrying value as of the balance sheet date of the current and noncurrent portions of long-term obligations drawn from a line of credit, which is a bank's commitment to make loans up to a specific amount. Examples of items that might be included in the application of this element may consist of letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to a maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line. Includes short-term obligations that would normally be classified as current liabilities but for which (a) postbalance sheet date issuance of a long term obligation to refinance the short term obligation on a long term basis, or (b) the enterprise has entered into a financing agreement that clearly permits the enterprise to refinance the short-term obligation on a long term basis and the following conditions are met (1) the agreement does not expire within 1 year and is not cancelable by the lender except for violation of an objectively determinable provision, (2) no violation exists at the BS date, and (3) the lender has entered into the financing agreement is expected to be financially capable of honoring the agreement.", "label": "Long-Term Line of Credit", "netLabel": "Outstanding amount", "terseLabel": "Secured line of credit" } } }, "localname": "LineOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityCurrentBorrowingCapacity": { "auth_ref": [ "r11" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of current borrowing capacity under the credit facility considering any current restrictions on the amount that could be borrowed (for example, borrowings may be limited by the amount of current assets), but without considering any amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Current Borrowing Capacity", "terseLabel": "Current aggregate committed amount" } } }, "localname": "LineOfCreditFacilityCurrentBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Line of Credit Facility [Line Items]", "terseLabel": "Line of Credit Facility [Line Items]" } } }, "localname": "LineOfCreditFacilityLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditFacilityMaximumBorrowingCapacity": { "auth_ref": [ "r11" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Maximum borrowing capacity under the credit facility without consideration of any current restrictions on the amount that could be borrowed or the amounts currently outstanding under the facility.", "label": "Line of Credit Facility, Maximum Borrowing Capacity", "terseLabel": "Maximum borrowing capacity" } } }, "localname": "LineOfCreditFacilityMaximumBorrowingCapacity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LineOfCreditFacilityTable": { "auth_ref": [ "r11", "r669" ], "lang": { "en-us": { "role": { "documentation": "A table or schedule providing information pertaining to short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Line of Credit Facility [Table]", "terseLabel": "Line of Credit Facility [Table]" } } }, "localname": "LineOfCreditFacilityTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A contractual arrangement with a lender under which borrowings can be made up to a specific amount at any point in time, and under which borrowings outstanding may be either short-term or long-term, depending upon the particulars.", "label": "Line of Credit [Member]", "terseLabel": "Line of Credit" } } }, "localname": "LineOfCreditMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_LoansNotesTradeAndOtherReceivablesDisclosureTextBlock": { "auth_ref": [ "r681" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for claims held for amounts due a entity, excluding financing receivables. Examples include, but are not limited to, trade accounts receivables, notes receivables, loans receivables. Includes disclosure for allowance for credit losses.", "label": "Loans, Notes, Trade and Other Receivables Disclosure [Text Block]", "terseLabel": "Accounts Receivable, Net" } } }, "localname": "LoansNotesTradeAndOtherReceivablesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_LoansPayableFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 10.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of contractual obligation to pay money on demand or on fixed or determinable dates.", "label": "Loans Payable, Fair Value Disclosure", "terseLabel": "Loans eligible for repurchase from Ginnie Mae" } } }, "localname": "LoansPayableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LoansReceivableFairValueDisclosure": { "auth_ref": [ "r46" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 11.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of loan receivable, including, but not limited to, mortgage loans held for investment, finance receivables held for investment, policy loans on insurance contracts.", "label": "Loans Receivable, Fair Value Disclosure", "terseLabel": "Loans eligible for repurchase from Ginnie Mae" } } }, "localname": "LoansReceivableFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_LoansReceivableHeldForSaleNetNotPartOfDisposalGroup": { "auth_ref": [ "r295", "r609" ], "calculation": { "http://www.umw.com/role/MortgageLoansatFairValueDetails": { "order": 1.0, "parentTag": "us-gaap_MortgagesHeldForSaleFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount, after valuation allowance, of financing receivable held for sale and not part of disposal group. Excludes loan covered under loss sharing agreement and loan classified as investment in debt security.", "label": "Financing Receivable, Held-for-Sale, Not Part of Disposal Group, after Valuation Allowance", "terseLabel": "Mortgage loans, unpaid principal balance" } } }, "localname": "LoansReceivableHeldForSaleNetNotPartOfDisposalGroup", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageLoansatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebt": { "auth_ref": [ "r2", "r154", "r174", "r344", "r359", "r631", "r632" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, excluding unamortized premium (discount) and debt issuance cost, of long-term debt. Excludes lease obligation.", "label": "Long-Term Debt", "terseLabel": "Outstanding Balance" } } }, "localname": "LongTermDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtFairValue": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The fair value amount of long-term debt whether such amount is presented as a separate caption or as a parenthetical disclosure. Additionally, this element may be used in connection with the fair value disclosures required in the footnote disclosures to the financial statements. The element may be used in both the balance sheet and disclosure in the same submission.", "label": "Long-Term Debt, Fair Value", "verboseLabel": "Long-term debt, fair value" } } }, "localname": "LongTermDebtFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_LongTermDebtTextBlock": { "auth_ref": [ "r55" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-term debt.", "label": "Long-Term Debt [Text Block]", "verboseLabel": "Other Borrowings" } } }, "localname": "LongTermDebtTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowings" ], "xbrltype": "textBlockItemType" }, "us-gaap_LongtermDebtTypeAxis": { "auth_ref": [ "r14" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-term debt.", "label": "Long-Term Debt, Type [Axis]", "terseLabel": "Long-term Debt, Type [Axis]" } } }, "localname": "LongtermDebtTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_LongtermDebtTypeDomain": { "auth_ref": [ "r14", "r54" ], "lang": { "en-us": { "role": { "documentation": "Type of long-term debt arrangement, such as notes, line of credit, commercial paper, asset-based financing, project financing, letter of credit financing. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the company, if longer.", "label": "Long-Term Debt, Type [Domain]", "terseLabel": "Long-term Debt, Type [Domain]" } } }, "localname": "LongtermDebtTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MarketingAndAdvertisingExpense": { "auth_ref": [ "r23" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The total expense recognized in the period for promotion, public relations, and brand or product advertising.", "label": "Marketing and Advertising Expense", "terseLabel": "Advertising and marketing expenses" } } }, "localname": "MarketingAndAdvertisingExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesAdvertisingandMarketingDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MeasurementInputTypeAxis": { "auth_ref": [ "r468" ], "lang": { "en-us": { "role": { "documentation": "Information by type of measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Axis]", "terseLabel": "Measurement Input Type [Axis]" } } }, "localname": "MeasurementInputTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MeasurementInputTypeDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement input used to determine value of asset and liability.", "label": "Measurement Input Type [Domain]", "terseLabel": "Measurement Input Type [Domain]" } } }, "localname": "MeasurementInputTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_MembersEquity": { "auth_ref": [ "r69", "r264", "r265", "r266", "r267" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of ownership interest in limited liability company (LLC), attributable to the parent entity.", "label": "Members' Equity", "terseLabel": "Equity", "verboseLabel": "Members equity, balance at beginning of period" } } }, "localname": "MembersEquity", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MembersEquityAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Members' Equity [Abstract]", "terseLabel": "Member's Equity:" } } }, "localname": "MembersEquityAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_MinimumNetWorthRequiredForCompliance": { "auth_ref": [ "r597", "r606", "r607", "r608" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of minimum net worth required for mortgage banking as defined by regulatory framework.", "label": "Banking Regulation, Mortgage Banking, Net Worth, Minimum", "terseLabel": "Minimum net worth requirement" } } }, "localname": "MinimumNetWorthRequiredForCompliance", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterest": { "auth_ref": [ "r17", "r155", "r176", "r220", "r299", "r320", "r323", "r324", "r325", "r329", "r330", "r474" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total of all stockholders' equity (deficit) items, net of receivables from officers, directors, owners, and affiliates of the entity which is directly or indirectly attributable to that ownership interest in subsidiary equity which is not attributable to the parent (that is, noncontrolling interest, previously referred to as minority interest).", "label": "Stockholders' Equity Attributable to Noncontrolling Interest", "terseLabel": "Non-controlling interest" } } }, "localname": "MinorityInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders": { "auth_ref": [ "r69" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Decrease in noncontrolling interest balance from payment of dividends or other distributions by the non-wholly owned subsidiary or partially owned entity, included in the consolidation of the parent entity, to the noncontrolling interest holders.", "label": "Noncontrolling Interest, Decrease from Distributions to Noncontrolling Interest Holders", "negatedTerseLabel": "Member distributions to SFS Corp." } } }, "localname": "MinorityInterestDecreaseFromDistributionsToNoncontrollingInterestHolders", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_MinorityInterestDisclosureTextBlock": { "auth_ref": [ "r112" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for noncontrolling interest in consolidated subsidiaries, which could include the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.", "label": "Noncontrolling Interest Disclosure [Text Block]", "terseLabel": "Non-controlling Interests" } } }, "localname": "MinorityInterestDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterests" ], "xbrltype": "textBlockItemType" }, "us-gaap_MinorityInterestLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Noncontrolling Interest [Line Items]", "terseLabel": "Noncontrolling Interest [Line Items]" } } }, "localname": "MinorityInterestLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByNoncontrollingOwners": { "auth_ref": [], "calculation": { "http://www.umw.com/role/NoncontrollingInterestsDetails": { "order": 1.0, "parentTag": "uwmc_NoncontrollingInterestOwnershipPercentage", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The equity interest of noncontrolling shareholders, partners or other equity holders in consolidated entity.", "label": "Noncontrolling Interest, Ownership Percentage by Noncontrolling Owners", "terseLabel": "Ownership Percentage by Noncontrolling Owners (in percent)" } } }, "localname": "MinorityInterestOwnershipPercentageByNoncontrollingOwners", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestOwnershipPercentageByParent": { "auth_ref": [], "calculation": { "http://www.umw.com/role/NoncontrollingInterestsDetails": { "order": 2.0, "parentTag": "uwmc_NoncontrollingInterestOwnershipPercentage", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "The parent entity's interest in net assets of the subsidiary, expressed as a percentage.", "label": "Noncontrolling Interest, Ownership Percentage by Parent", "terseLabel": "Ownership Percentage by Parent (in percent)" } } }, "localname": "MinorityInterestOwnershipPercentageByParent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "percentItemType" }, "us-gaap_MinorityInterestTable": { "auth_ref": [ "r17", "r21", "r98", "r103" ], "lang": { "en-us": { "role": { "documentation": "Schedule of noncontrolling interest disclosure which includes the name of the subsidiary, the ownership percentage held by the parent, the ownership percentage held by the noncontrolling owners, the amount of the noncontrolling interest, the location of this amount on the balance sheet (when not reported separately), an explanation of the increase or decrease in the amount of the noncontrolling interest, the noncontrolling interest share of the net Income or Loss of the subsidiary, the location of this amount on the income statement (when not reported separately), the nature of the noncontrolling interest such as background information and terms, the amount of the noncontrolling interest represented by preferred stock, a description of the preferred stock, and the dividend requirements of the preferred stock.", "label": "Noncontrolling Interest [Table]", "terseLabel": "Noncontrolling Interest [Table]" } } }, "localname": "MinorityInterestTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_MortgageBankingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Mortgage Banking [Abstract]" } } }, "localname": "MortgageBankingAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_MortgageServicingRightsMSRImpairmentRecovery": { "auth_ref": [ "r667", "r758" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The adjustment to the carrying value of the rights retained or purchased to service mortgages. These adjustments are made when the estimate of the fair value is changed. This element is a noncash adjustment to net income when calculating net cash generated by operating activities using the indirect method.", "label": "Mortgage Servicing Rights (MSR) Impairment (Recovery)", "terseLabel": "Impairment of mortgage servicing rights, net" } } }, "localname": "MortgageServicingRightsMSRImpairmentRecovery", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_MortgagesHeldForSaleFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": 1.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 }, "http://www.umw.com/role/MortgageLoansatFairValueDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of mortgage loans held-for-sale.", "label": "Mortgages Held-for-sale, Fair Value Disclosure", "terseLabel": "Mortgage loans at fair value", "totalLabel": "Mortgage loans at fair value" } } }, "localname": "MortgagesHeldForSaleFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails", "http://www.umw.com/role/MortgageLoansatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivities": { "auth_ref": [ "r216" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from financing activities, including discontinued operations. Financing activity cash flows include obtaining resources from owners and providing them with a return on, and a return of, their investment; borrowing money and repaying amounts borrowed, or settling the obligation; and obtaining and paying for other resources obtained from creditors on long-term credit.", "label": "Net Cash Provided by (Used in) Financing Activities", "totalLabel": "Net cash (used in) provided by financing activities" } } }, "localname": "NetCashProvidedByUsedInFinancingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInFinancingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Financing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM FINANCING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInFinancingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivities": { "auth_ref": [ "r216" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from investing activities, including discontinued operations. Investing activity cash flows include making and collecting loans and acquiring and disposing of debt or equity instruments and property, plant, and equipment and other productive assets.", "label": "Net Cash Provided by (Used in) Investing Activities", "totalLabel": "Net cash provided by investing activities" } } }, "localname": "NetCashProvidedByUsedInInvestingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInInvestingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Investing Activities [Abstract]", "terseLabel": "CASH FLOWS FROM INVESTING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInInvestingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivities": { "auth_ref": [ "r32", "r34", "r37" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_CashCashEquivalentsRestrictedCashAndRestrictedCashEquivalentsPeriodIncreaseDecreaseIncludingExchangeRateEffect", "weight": 1.0 } }, "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow (outflow) from operating activities, including discontinued operations. Operating activity cash flows include transactions, adjustments, and changes in value not defined as investing or financing activities.", "label": "Net Cash Provided by (Used in) Operating Activities", "totalLabel": "Net cash provided by (used in) operating activities" } } }, "localname": "NetCashProvidedByUsedInOperatingActivities", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetCashProvidedByUsedInOperatingActivitiesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Cash Provided by (Used in) Operating Activities [Abstract]", "terseLabel": "CASH FLOWS FROM OPERATING ACTIVITIES" } } }, "localname": "NetCashProvidedByUsedInOperatingActivitiesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_NetIncomeLoss": { "auth_ref": [ "r19", "r37", "r162", "r182", "r190", "r205", "r206", "r210", "r220", "r231", "r233", "r234", "r236", "r237", "r241", "r242", "r253", "r277", "r285", "r289", "r291", "r299", "r320", "r321", "r323", "r324", "r325", "r326", "r327", "r329", "r330", "r465", "r474", "r628", "r691" ], "calculation": { "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.", "label": "Net Income (Loss) Attributable to Parent", "totalLabel": "Net income attributable to UWM Holdings Corporation" } } }, "localname": "NetIncomeLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAttributableToNoncontrollingInterest": { "auth_ref": [ "r101", "r111", "r205", "r206", "r241", "r242", "r664" ], "calculation": { "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails": { "order": 2.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of Net Income (Loss) attributable to noncontrolling interest.", "label": "Net Income (Loss) Attributable to Noncontrolling Interest", "terseLabel": "Net income attributable to non-controlling interests" } } }, "localname": "NetIncomeLossAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersBasic": { "auth_ref": [ "r233", "r234", "r236", "r237", "r244", "r245", "r254", "r257", "r277", "r285", "r289", "r291", "r628" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Basic", "terseLabel": "Net income attributable to Class A common shareholders" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDiluted": { "auth_ref": [ "r246", "r249", "r250", "r251", "r252", "r254", "r257" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount, after deduction of tax, noncontrolling interests, dividends on preferred stock and participating securities, and addition from assumption of issuance of common shares for dilutive potential common shares; of income (loss) available to common shareholders.", "label": "Net Income (Loss) Available to Common Stockholders, Diluted", "terseLabel": "Net income attributable to Class A common shareholders - diluted" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDiluted", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_NetIncomeLossAvailableToCommonStockholdersDilutedAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Net Income (Loss) Available to Common Stockholders, Diluted [Abstract]", "terseLabel": "Numerator:" } } }, "localname": "NetIncomeLossAvailableToCommonStockholdersDilutedAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "stringItemType" }, "us-gaap_NewAccountingPronouncementsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy pertaining to new accounting pronouncements that may impact the entity's financial reporting. Includes, but is not limited to, quantification of the expected or actual impact.", "label": "New Accounting Pronouncements, Policy [Policy Text Block]", "terseLabel": "Recently Adopted Accounting Pronouncements" } } }, "localname": "NewAccountingPronouncementsPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_NoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Noncontrolling Interest [Abstract]" } } }, "localname": "NoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest": { "auth_ref": [ "r70", "r99", "r102" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in noncontrolling interest from sale of a portion of the parent's controlling interest.", "label": "Noncontrolling Interest, Increase from Sale of Parent Equity Interest", "terseLabel": "Re-measurement of non-controlling interest due to change in parent ownership" } } }, "localname": "NoncontrollingInterestIncreaseFromSaleOfParentEquityInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_NoncontrollingInterestMember": { "auth_ref": [ "r97", "r368", "r673", "r674", "r675" ], "lang": { "en-us": { "role": { "documentation": "This element represents that portion of equity (net assets) in a subsidiary not attributable, directly or indirectly, to the parent. A noncontrolling interest is sometimes called a minority interest.", "label": "Noncontrolling Interest [Member]", "terseLabel": "Non-controlling Interest" } } }, "localname": "NoncontrollingInterestMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "domainItemType" }, "us-gaap_NondesignatedMember": { "auth_ref": [ "r116" ], "lang": { "en-us": { "role": { "documentation": "Derivative instrument not designated as hedging instrument under Generally Accepted Accounting Principles (GAAP).", "label": "Not Designated as Hedging Instrument [Member]", "terseLabel": "Not Designated as Hedging Instrument" } } }, "localname": "NondesignatedMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_NotesReceivableRelatedParties": { "auth_ref": [ "r141", "r181", "r200", "r672" ], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 8.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "For an unclassified balance sheet, amounts due from parties associated with the reporting entity as evidenced by a written promise to pay.", "label": "Notes Receivable, Related Parties", "terseLabel": "Other receivables" } } }, "localname": "NotesReceivableRelatedParties", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpenses": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": -1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Generally recurring costs associated with normal operations except for the portion of these expenses which can be clearly related to production and included in cost of sales or services. Includes selling, general and administrative expense.", "label": "Operating Expenses", "totalLabel": "Total expenses" } } }, "localname": "OperatingExpenses", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingExpensesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Operating Expenses [Abstract]", "terseLabel": "Expenses" } } }, "localname": "OperatingExpensesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_OperatingLeaseExpense": { "auth_ref": [ "r735" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of operating lease expense. Excludes sublease income.", "label": "Operating Lease, Expense", "terseLabel": "Rent expense", "verboseLabel": "Total lease expense under all operating leases" } } }, "localname": "OperatingLeaseExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails", "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseLiability": { "auth_ref": [ "r486" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Present value of lessee's discounted obligation for lease payments from operating lease.", "label": "Operating Lease, Liability", "terseLabel": "Operating lease liability (includes $109,473 and $111,999 with related parties)", "verboseLabel": "Total" } } }, "localname": "OperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/LeasesScheduleofMaturitiesofCompanysOperatingLeaseLiabilitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeasePayments": { "auth_ref": [ "r489", "r494" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow from operating lease, excluding payments to bring another asset to condition and location necessary for its intended use.", "label": "Operating Lease, Payments", "terseLabel": "Cash paid for amounts included in the measurement of operating lease liabilities \u2013 operating cash flows" } } }, "localname": "OperatingLeasePayments", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseRightOfUseAsset": { "auth_ref": [ "r485" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 8.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of lessee's right to use underlying asset under operating lease.", "label": "Operating Lease, Right-of-Use Asset", "terseLabel": "Operating lease right-of-use asset, net (includes $102,322 and $104,595 with related parties)" } } }, "localname": "OperatingLeaseRightOfUseAsset", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OperatingLeaseWeightedAverageDiscountRatePercent": { "auth_ref": [ "r497", "r646" ], "lang": { "en-us": { "role": { "documentation": "Weighted average discount rate for operating lease calculated at point in time.", "label": "Operating Lease, Weighted Average Discount Rate, Percent", "verboseLabel": "Weighted average discount rate \u2013 operating leases" } } }, "localname": "OperatingLeaseWeightedAverageDiscountRatePercent", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofAdditionalSupplementalFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_OperatingLeaseWeightedAverageRemainingLeaseTerm1": { "auth_ref": [ "r496", "r646" ], "lang": { "en-us": { "role": { "documentation": "Weighted average remaining lease term for operating lease, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days.", "label": "Operating Lease, Weighted Average Remaining Lease Term", "verboseLabel": "Weighted average remaining lease term \u2013 operating leases" } } }, "localname": "OperatingLeaseWeightedAverageRemainingLeaseTerm1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofAdditionalSupplementalFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "durationItemType" }, "us-gaap_OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Organization, Consolidation and Presentation of Financial Statements [Abstract]", "terseLabel": "Organization, Consolidation and Presentation of Financial Statements [Abstract]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_OtherAssets": { "auth_ref": [ "r149", "r171", "r194" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 10.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of assets classified as other.", "label": "Other Assets", "terseLabel": "Other assets" } } }, "localname": "OtherAssets", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherGeneralAndAdministrativeExpense": { "auth_ref": [ "r23" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 5.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of general and administrative expense classified as other.", "label": "Other General and Administrative Expense", "terseLabel": "General and administrative", "verboseLabel": "Other general and administrative expenses" } } }, "localname": "OtherGeneralAndAdministrativeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_OtherNonoperatingIncomeExpense": { "auth_ref": [ "r24" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 8.0, "parentTag": "us-gaap_OperatingExpenses", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of income (expense) related to nonoperating activities, classified as other.", "label": "Other Nonoperating Income (Expense)", "negatedTerseLabel": "Other expense/(income)" } } }, "localname": "OtherNonoperatingIncomeExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PartnersCapitalAccountAcquisitions": { "auth_ref": [ "r68", "r69" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change in the different classes of partners' capital accounts during the year due to acquisitions. Partners include general, limited and preferred partners.", "label": "Partners' Capital Account, Acquisitions", "terseLabel": "Net proceeds received from business combination transaction" } } }, "localname": "PartnersCapitalAccountAcquisitions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_PartnersCapitalAccountContributions": { "auth_ref": [ "r68", "r69" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Total contributions made by each class of partners (i.e., general, limited and preferred partners).", "label": "Partners' Capital Account, Contributions", "terseLabel": "Member contributions" } } }, "localname": "PartnersCapitalAccountContributions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_PartnersCapitalAccountDistributions": { "auth_ref": [ "r69", "r72" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Total distributions to each class of partners (i.e., general, limited and preferred partners).", "label": "Partners' Capital Account, Distributions", "negatedLabel": "Member distributions" } } }, "localname": "PartnersCapitalAccountDistributions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsForRepurchaseOfCommonStock": { "auth_ref": [ "r29" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 10.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to reacquire common stock during the period.", "label": "Payments for Repurchase of Common Stock", "negatedTerseLabel": "Class A common stock repurchased" } } }, "localname": "PaymentsForRepurchaseOfCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDebtIssuanceCosts": { "auth_ref": [ "r31" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 12.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow paid to third parties in connection with debt origination, which will be amortized over the remaining maturity period of the associated long-term debt.", "label": "Payments of Debt Issuance Costs", "negatedTerseLabel": "Discount and direct issuance costs on senior notes" } } }, "localname": "PaymentsOfDebtIssuanceCosts", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDistributionsToAffiliates": { "auth_ref": [ "r29" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The distributions of earnings to an entity that is affiliated with the reporting entity by means of direct or indirect ownership.", "label": "Payments of Distributions to Affiliates", "negatedLabel": "Member distributions paid to SFS Corp." } } }, "localname": "PaymentsOfDistributionsToAffiliates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividends": { "auth_ref": [ "r29" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Cash outflow in the form of capital distributions and dividends to common shareholders, preferred shareholders and noncontrolling interests.", "label": "Payments of Dividends", "negatedTerseLabel": "Dividends paid to Class A common stockholders" } } }, "localname": "PaymentsOfDividends", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsOfDividendsCommonStock": { "auth_ref": [ "r29" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow in the form of ordinary dividends to common shareholders of the parent entity.", "label": "Payments of Ordinary Dividends, Common Stock", "terseLabel": "Dividends paid" } } }, "localname": "PaymentsOfDividendsCommonStock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PaymentsToAcquirePropertyPlantAndEquipment": { "auth_ref": [ "r27" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow associated with the acquisition of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale; includes cash outflows to pay for construction of self-constructed assets.", "label": "Payments to Acquire Property, Plant, and Equipment", "negatedLabel": "Purchases of premises and equipment" } } }, "localname": "PaymentsToAcquirePropertyPlantAndEquipment", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_PlanNameAxis": { "auth_ref": [ "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r704", "r705", "r706", "r707", "r708", "r709", "r710", "r711", "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720" ], "lang": { "en-us": { "role": { "documentation": "Information by plan name for share-based payment arrangement.", "label": "Plan Name [Axis]", "terseLabel": "Plan Name [Axis]" } } }, "localname": "PlanNameAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PlanNameDomain": { "auth_ref": [ "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r704", "r705", "r706", "r707", "r708", "r709", "r710", "r711", "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720" ], "lang": { "en-us": { "role": { "documentation": "Plan name for share-based payment arrangement.", "label": "Plan Name [Domain]", "terseLabel": "Plan Name [Domain]" } } }, "localname": "PlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PortionAtFairValueFairValueDisclosureMember": { "auth_ref": [ "r472" ], "lang": { "en-us": { "role": { "documentation": "Measured at fair value for financial reporting purposes.", "label": "Portion at Fair Value Measurement [Member]", "terseLabel": "Portion at Fair Value Measurement" } } }, "localname": "PortionAtFairValueFairValueDisclosureMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PreferredStockParOrStatedValuePerShare": { "auth_ref": [ "r6", "r360" ], "lang": { "en-us": { "role": { "documentation": "Face amount or stated value per share of preferred stock nonredeemable or redeemable solely at the option of the issuer.", "label": "Preferred Stock, Par or Stated Value Per Share", "terseLabel": "Preferred stock, par value (in usd per share)" } } }, "localname": "PreferredStockParOrStatedValuePerShare", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "perShareItemType" }, "us-gaap_PreferredStockSharesAuthorized": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "The maximum number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) permitted to be issued by an entity's charter and bylaws.", "label": "Preferred Stock, Shares Authorized", "terseLabel": "Preferred stock, shares authorized" } } }, "localname": "PreferredStockSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesIssued": { "auth_ref": [ "r6", "r360" ], "lang": { "en-us": { "role": { "documentation": "Total number of nonredeemable preferred shares (or preferred stock redeemable solely at the option of the issuer) issued to shareholders (includes related preferred shares that were issued, repurchased, and remain in the treasury). May be all or portion of the number of preferred shares authorized. Excludes preferred shares that are classified as debt.", "label": "Preferred Stock, Shares Issued", "terseLabel": "Preferred stock, shares issued" } } }, "localname": "PreferredStockSharesIssued", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockSharesOutstanding": { "auth_ref": [ "r6" ], "lang": { "en-us": { "role": { "documentation": "Aggregate share number for all nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer) held by stockholders. Does not include preferred shares that have been repurchased.", "label": "Preferred Stock, Shares Outstanding", "terseLabel": "Preferred stock, shares outstanding" } } }, "localname": "PreferredStockSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "sharesItemType" }, "us-gaap_PreferredStockValue": { "auth_ref": [ "r6", "r647" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 5.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Aggregate par or stated value of issued nonredeemable preferred stock (or preferred stock redeemable solely at the option of the issuer). This item includes treasury stock repurchased by the entity. Note: elements for number of nonredeemable preferred shares, par value and other disclosure concepts are in another section within stockholders' equity.", "label": "Preferred Stock, Value, Issued", "terseLabel": "Preferred stock, $0.0001 par value - 100,000,000 shares authorized, none issued and outstanding as of December\u00a031, 2022 or 2021" } } }, "localname": "PreferredStockValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromCollectionOfRetainedInterestInSecuritizedReceivables": { "auth_ref": [ "r25" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from collection on beneficial interest in securitization of receivables.", "label": "Proceeds from Collection of Retained Interest in Securitized Receivables", "terseLabel": "Proceeds from principal payments on investment securities" } } }, "localname": "ProceedsFromCollectionOfRetainedInterestInSecuritizedReceivables", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSecuredDebt": { "auth_ref": [ "r28" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 11.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from amounts received from issuance of long-term debt that is wholly or partially secured by collateral. Excludes proceeds from tax exempt secured debt.", "label": "Proceeds from Issuance of Secured Debt", "terseLabel": "Borrowings against investment securities" } } }, "localname": "ProceedsFromIssuanceOfSecuredDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromIssuanceOfSeniorLongTermDebt": { "auth_ref": [ "r28" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing with the highest claim on the assets of the entity in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle, if longer).", "label": "Proceeds from Issuance of Senior Long-Term Debt", "terseLabel": "Proceeds from issuance of senior notes" } } }, "localname": "ProceedsFromIssuanceOfSeniorLongTermDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromLinesOfCredit": { "auth_ref": [ "r28", "r669" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 13.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of cash inflow from contractual arrangement with the lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Proceeds from Lines of Credit", "terseLabel": "Borrowings under lines of credit" } } }, "localname": "ProceedsFromLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromNotesPayable": { "auth_ref": [ "r28" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from a borrowing supported by a written promise to pay an obligation.", "label": "Proceeds from Notes Payable", "verboseLabel": "Borrowings under equipment notes payable" } } }, "localname": "ProceedsFromNotesPayable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProceedsFromSaleOfMortgageServicingRightsMSR": { "auth_ref": [ "r26", "r747" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInInvestingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The cash inflow from the sale of servicing rights, which contractually entitle the servicer to receive fees and ancillary revenues for performing billing, collection, disbursement and recordkeeping services in connection with a mortgage portfolio. Rights may be obtained via (1) acquisition or assumption of a servicing obligation that does not relate to financial assets of the servicer or its consolidated affiliates; or (2) by originating mortgage loans and then (a) transferring the loans to a Variable Interest Entity (VIE) in a transaction that meets the necessary transfer and classification requirements, or (b) transferring the loans in a transaction that meets the requirements for sale accounting.", "label": "Proceeds from Sale of Mortgage Servicing Rights (MSR)", "terseLabel": "Net proceeds from sale of mortgage servicing rights" } } }, "localname": "ProceedsFromSaleOfMortgageServicingRightsMSR", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ProfitLoss": { "auth_ref": [ "r190", "r205", "r206", "r215", "r220", "r231", "r241", "r242", "r277", "r285", "r289", "r291", "r299", "r320", "r321", "r323", "r324", "r325", "r326", "r327", "r329", "r330", "r451", "r454", "r455", "r465", "r474", "r579", "r628", "r644", "r645", "r664", "r691" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 1.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 }, "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": null, "parentTag": null, "root": true, "weight": null }, "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails": { "order": 1.0, "parentTag": "us-gaap_NetIncomeLoss", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The consolidated profit or loss for the period, net of income taxes, including the portion attributable to the noncontrolling interest.", "label": "Net Income (Loss), Including Portion Attributable to Noncontrolling Interest", "terseLabel": "Net income", "totalLabel": "Net income" } } }, "localname": "ProfitLoss", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Property, Plant and Equipment [Abstract]", "terseLabel": "Property, Plant and Equipment [Abstract]" } } }, "localname": "PropertyPlantAndEquipmentAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentByTypeAxis": { "auth_ref": [ "r50" ], "lang": { "en-us": { "role": { "documentation": "Information by type of long-lived, physical assets used to produce goods and services and not intended for resale.", "label": "Long-Lived Tangible Asset [Axis]", "terseLabel": "Long-Lived Tangible Asset [Axis]" } } }, "localname": "PropertyPlantAndEquipmentByTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentDisclosureTextBlock": { "auth_ref": [ "r51", "r614", "r615", "r616" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for long-lived, physical asset used in normal conduct of business and not intended for resale. Includes, but is not limited to, work of art, historical treasure, and similar asset classified as collections.", "label": "Property, Plant and Equipment Disclosure [Text Block]", "terseLabel": "Premises and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNet" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentGross": { "auth_ref": [ "r48", "r192" ], "calculation": { "http://www.umw.com/role/PremisesandEquipmentNetDetails": { "order": 1.0, "parentTag": "us-gaap_PropertyPlantAndEquipmentNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount before accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Gross", "terseLabel": "Property plant and equipment gross" } } }, "localname": "PropertyPlantAndEquipmentGross", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Property, Plant and Equipment [Line Items]", "terseLabel": "Property, Plant and Equipment [Line Items]" } } }, "localname": "PropertyPlantAndEquipmentLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_PropertyPlantAndEquipmentNet": { "auth_ref": [ "r50", "r178", "r580", "r647" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 7.0, "parentTag": "us-gaap_Assets", "weight": 1.0 }, "http://www.umw.com/role/PremisesandEquipmentNetDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount after accumulated depreciation, depletion and amortization of physical assets used in the normal conduct of business to produce goods and services and not intended for resale. Examples include, but are not limited to, land, buildings, machinery and equipment, office equipment, and furniture and fixtures.", "label": "Property, Plant and Equipment, Net", "terseLabel": "Premises and equipment, net", "totalLabel": "Premises and equipment, net" } } }, "localname": "PropertyPlantAndEquipmentNet", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_PropertyPlantAndEquipmentTextBlock": { "auth_ref": [ "r50" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table Text Block]", "terseLabel": "Summary of Premises and Equipment, Net" } } }, "localname": "PropertyPlantAndEquipmentTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_PropertyPlantAndEquipmentTypeDomain": { "auth_ref": [ "r48" ], "lang": { "en-us": { "role": { "documentation": "Listing of long-lived, physical assets that are used in the normal conduct of business to produce goods and services and not intended for resale. Examples include land, buildings, machinery and equipment, and other types of furniture and equipment including, but not limited to, office equipment, furniture and fixtures, and computer equipment and software.", "label": "Long-Lived Tangible Asset [Domain]", "terseLabel": "Long-Lived Tangible Asset [Domain]" } } }, "localname": "PropertyPlantAndEquipmentTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_PropertyPlantAndEquipmentUsefulLife": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Useful life of long lived, physical assets used in the normal conduct of business and not intended for resale, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents the reported fact of one year, five months, and thirteen days. Examples include, but not limited to, land, buildings, machinery and equipment, office equipment, furniture and fixtures, and computer equipment.", "label": "Property, Plant and Equipment, Useful Life", "terseLabel": "Useful life" } } }, "localname": "PropertyPlantAndEquipmentUsefulLife", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ReceivableWithImputedInterestPremium": { "auth_ref": [ "r137" ], "calculation": { "http://www.umw.com/role/MortgageLoansatFairValueDetails": { "order": 2.0, "parentTag": "us-gaap_MortgagesHeldForSaleFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Disclosure of the unamortized amount of the premium on the note or receivable which is added to the face amount of the receivable or loan. The discount or premium is defined as the difference between the present value and the face amount.", "label": "Receivable with Imputed Interest, Premium", "terseLabel": "Premiums paid on mortgage loans" } } }, "localname": "ReceivableWithImputedInterestPremium", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageLoansatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ReceivablesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Receivables [Abstract]", "terseLabel": "Receivables [Abstract]" } } }, "localname": "ReceivablesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_ReceivablesPolicyTextBlock": { "auth_ref": [ "r680", "r682", "r683", "r684" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for receivable. Includes, but is not limited to, accounts receivable and financing receivable.", "label": "Receivable [Policy Text Block]", "terseLabel": "Mortgage Loans at Fair Value and Revenue Recognition" } } }, "localname": "ReceivablesPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_RegulatoryCapitalRequirementsForMortgageCompaniesBySecondaryMarketInvestorAxis": { "auth_ref": [ "r597", "r606", "r607", "r608" ], "lang": { "en-us": { "role": { "documentation": "Information by secondary market investor imposing net worth requirement for mortgage banking entity.", "label": "Banking Regulation, Mortgage Banking, Secondary Market Investor [Axis]", "terseLabel": "Regulatory Capital Requirements for Mortgage Companies, by Secondary Market Investor [Axis]" } } }, "localname": "RegulatoryCapitalRequirementsForMortgageCompaniesBySecondaryMarketInvestorAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RegulatoryCapitalRequirementsForMortgageCompaniesDisclosureTextBlock": { "auth_ref": [ "r185", "r595", "r596", "r598", "r599", "r600", "r601", "r602", "r603", "r604", "r605", "r606", "r607", "r608" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a mortgage banking entity related to capital requirements imposed by secondary market investors or state imposed regulatory mandates. The disclosure may include: (1) a description of the minimum net worth requirements related to (a) secondary market investors and (b) state-imposed regulatory mandates; (2) actual or possible material effects of noncompliance; (3) whether the entity is in compliance with the regulatory capital requirements, including (a) the entity's required and actual net worth amounts, (b) factors that may significantly affect adequacy of net worth such as potentially volatile components of capital, qualitative factors, or regulatory mandates; and (4) possible affects of noncompliance on amounts and disclosures in the notes to the financial statements. Servicers with net worth requirements from multiple sources may disclose (1) significant servicing covenants with secondary market investors with commonly defined servicing requirements (2) any other secondary market investor where violation of the requirement would have a significant adverse effect and (3) the most restrictive third party agreement, if not included above. The disclosure may also include additional information that might be disclosed in situations where substantial doubt about the entity's ability to continue as a going concern for a reasonable period of time.", "label": "Regulatory Capital Requirements for Mortgage Companies Disclosure [Text Block]", "terseLabel": "Regulatory Net Worth Requirements" } } }, "localname": "RegulatoryCapitalRequirementsForMortgageCompaniesDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirements" ], "xbrltype": "textBlockItemType" }, "us-gaap_RelatedPartyDomain": { "auth_ref": [ "r376", "r505", "r506" ], "lang": { "en-us": { "role": { "documentation": "Related parties include affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Domain]", "terseLabel": "Related Party [Domain]" } } }, "localname": "RelatedPartyDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionAxis": { "auth_ref": [ "r186", "r505", "r506", "r741" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party transaction.", "label": "Related Party Transaction [Axis]", "terseLabel": "Related Party Transaction [Axis]" } } }, "localname": "RelatedPartyTransactionAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionDomain": { "auth_ref": [ "r186" ], "lang": { "en-us": { "role": { "documentation": "Transaction between related party.", "label": "Related Party Transaction [Domain]", "terseLabel": "Related Party Transaction [Domain]" } } }, "localname": "RelatedPartyTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RelatedPartyTransactionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Related Party Transaction [Line Items]", "terseLabel": "Related Party Transaction [Line Items]" } } }, "localname": "RelatedPartyTransactionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Related Party Transactions [Abstract]", "terseLabel": "Related Party Transactions [Abstract]" } } }, "localname": "RelatedPartyTransactionsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsByRelatedPartyAxis": { "auth_ref": [ "r376", "r505", "r566", "r567", "r568", "r569", "r570", "r571", "r572", "r573", "r574", "r575", "r576", "r577", "r741" ], "lang": { "en-us": { "role": { "documentation": "Information by type of related party. Related parties include, but not limited to, affiliates; other entities for which investments are accounted for by the equity method by the entity; trusts for benefit of employees; and principal owners, management, and members of immediate families. It also may include other parties with which the entity may control or can significantly influence the management or operating policies of the other to an extent that one of the transacting parties might be prevented from fully pursuing its own separate interests.", "label": "Related Party [Axis]", "terseLabel": "Related Party [Axis]" } } }, "localname": "RelatedPartyTransactionsByRelatedPartyAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_RelatedPartyTransactionsDisclosureTextBlock": { "auth_ref": [ "r503", "r504", "r506", "r507", "r508" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Related Party Transactions Disclosure [Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactions" ], "xbrltype": "textBlockItemType" }, "us-gaap_RepaymentsOfLinesOfCredit": { "auth_ref": [ "r30", "r669" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 5.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of cash outflow for payment of an obligation from a lender, including but not limited to, letter of credit, standby letter of credit and revolving credit arrangements.", "label": "Repayments of Lines of Credit", "negatedTerseLabel": "Repayments under lines of credit" } } }, "localname": "RepaymentsOfLinesOfCredit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfNotesPayable": { "auth_ref": [ "r30" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow for a borrowing supported by a written promise to pay an obligation.", "label": "Repayments of Notes Payable", "negatedLabel": "Repayments under equipment notes payable" } } }, "localname": "RepaymentsOfNotesPayable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RepaymentsOfSecuredDebt": { "auth_ref": [ "r30" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cash outflow to repay long-term debt that is wholly or partially secured by collateral. Excludes repayments of tax exempt secured debt.", "label": "Repayments of Secured Debt", "negatedTerseLabel": "Repayments of borrowings against investment securities" } } }, "localname": "RepaymentsOfSecuredDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RestrictedStockUnitsRSUMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share instrument which is convertible to stock or an equivalent amount of cash, after a specified period of time or when specified performance conditions are met.", "label": "Restricted Stock Units (RSUs) [Member]", "terseLabel": "RSU" } } }, "localname": "RestrictedStockUnitsRSUMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedEarningsAccumulatedDeficit": { "auth_ref": [ "r9", "r69", "r175", "r589", "r594", "r647" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings (Accumulated Deficit)", "terseLabel": "Retained earnings" } } }, "localname": "RetainedEarningsAccumulatedDeficit", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RetainedEarningsMember": { "auth_ref": [ "r187", "r227", "r228", "r229", "r232", "r239", "r242", "r300", "r417", "r418", "r419", "r439", "r440", "r463", "r585", "r587" ], "lang": { "en-us": { "role": { "documentation": "The cumulative amount of the reporting entity's undistributed earnings or deficit.", "label": "Retained Earnings [Member]", "terseLabel": "Retained Earnings" } } }, "localname": "RetainedEarningsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RetainedInterestFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": 3.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value portion of interest continued to be held by a transferor after transferring financial assets to a third party.", "label": "Retained Interest, Fair Value Disclosure", "terseLabel": "Investment securities at fair value, pledged" } } }, "localname": "RetainedInterestFairValueDisclosure", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_Revenues": { "auth_ref": [ "r212", "r220", "r272", "r273", "r284", "r287", "r288", "r292", "r293", "r294", "r299", "r320", "r321", "r323", "r324", "r325", "r326", "r327", "r329", "r330", "r474", "r579", "r691" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 1.0, "parentTag": "us-gaap_IncomeLossFromContinuingOperationsBeforeIncomeTaxesExtraordinaryItemsNoncontrollingInterest", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of revenue recognized from goods sold, services rendered, insurance premiums, or other activities that constitute an earning process. Includes, but is not limited to, investment and interest income before deduction of interest expense when recognized as a component of revenue, and sales and trading gain (loss).", "label": "Revenues", "totalLabel": "Total revenue, net" } } }, "localname": "Revenues", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_RevenuesAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Revenues [Abstract]", "terseLabel": "Revenue" } } }, "localname": "RevenuesAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "stringItemType" }, "us-gaap_RevolvingCreditFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Arrangement in which loan proceeds can continuously be obtained following repayments, but the total amount borrowed cannot exceed a specified maximum amount.", "label": "Revolving Credit Facility [Member]", "terseLabel": "Revolving Credit Facility" } } }, "localname": "RevolvingCreditFacilityMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability": { "auth_ref": [ "r495", "r646" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for finance lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Finance Lease Liability", "terseLabel": "Financing lease right-of-use assets obtained in exchange for finance lease liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForFinanceLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability": { "auth_ref": [ "r495", "r646" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase in right-of-use asset obtained in exchange for operating lease liability.", "label": "Right-of-Use Asset Obtained in Exchange for Operating Lease Liability", "terseLabel": "Operating lease right-of-use assets obtained in exchange for operating leases liabilities" } } }, "localname": "RightOfUseAssetObtainedInExchangeForOperatingLeaseLiability", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesScheduleofSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SaleOfStockNameOfTransactionDomain": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale of the entity's stock, including, but not limited to, initial public offering (IPO) and private placement.", "label": "Sale of Stock [Domain]", "terseLabel": "Sale of Stock [Domain]" } } }, "localname": "SaleOfStockNameOfTransactionDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock": { "auth_ref": [ "r16" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the various types of trade accounts and notes receivable and for each the gross carrying value, allowance, and net carrying value as of the balance sheet date. Presentation is categorized by current, noncurrent and unclassified receivables.", "label": "Schedule of Accounts, Notes, Loans and Financing Receivable [Table Text Block]", "terseLabel": "Schedule of Accounts Receivable" } } }, "localname": "ScheduleOfAccountsNotesLoansAndFinancingReceivableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfAssumptionsForFairValueAsOfBalanceSheetDateOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrServicingLiabilitiesTextBlock": { "auth_ref": [ "r748" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of all information related to the key inputs and assumptions (including, at a minimum, but not limited to, and if applicable, quantitative information about discount rates, expected prepayments including the expected weighted-average life of prepayable financial assets, and anticipated credit losses) used in measuring the fair value of assets or liabilities that relate to the transferor's continuing involvement with transferred financial assets, as of the balance sheet date.", "label": "Schedule of Assumptions for Fair Value as of Balance Sheet Date of Assets or Liabilities that relate to Transferor's Continuing Involvement [Table Text Block]", "terseLabel": "Summary of Key Assumptions Used in Determining the Fair Value" } } }, "localname": "ScheduleOfAssumptionsForFairValueAsOfBalanceSheetDateOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrServicingLiabilitiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of supplemental cash flow information for the periods presented.", "label": "Schedule of Cash Flow, Supplemental Disclosures [Table Text Block]", "terseLabel": "Schedule of Supplemental Cash Flow Information" } } }, "localname": "ScheduleOfCashFlowSupplementalDisclosuresTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfComplianceWithRegulatoryCapitalRequirementsForMortgageCompaniesTable": { "auth_ref": [ "r597", "r606", "r607", "r608" ], "lang": { "en-us": { "role": { "documentation": "A table disclosing the entity's required and actual net worth amounts as of the balance sheet date, by secondary market investor.", "label": "Banking Regulation, Mortgage Banking, Capital Requirement [Table]", "terseLabel": "Schedule of Compliance with Regulatory Capital Requirements for Mortgage Companies [Table]" } } }, "localname": "ScheduleOfComplianceWithRegulatoryCapitalRequirementsForMortgageCompaniesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock": { "auth_ref": [ "r86" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of income tax expense attributable to continuing operations for each year presented including, but not limited to: current tax expense (benefit), deferred tax expense (benefit), investment tax credits, government grants, the benefits of operating loss carryforwards, tax expense that results from allocating certain tax benefits either directly to contributed capital or to reduce goodwill or other noncurrent intangible assets of an acquired entity, adjustments of a deferred tax liability or asset for enacted changes in tax laws or rates or a change in the tax status of the entity, and adjustments of the beginning-of-the-year balances of a valuation allowance because of a change in circumstances that causes a change in judgment about the realizability of the related deferred tax asset in future years.", "label": "Schedule of Components of Income Tax Expense (Benefit) [Table Text Block]", "terseLabel": "Schedule of Components of Income Tax" } } }, "localname": "ScheduleOfComponentsOfIncomeTaxExpenseBenefitTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDebtTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of information pertaining to short-term and long-debt instruments or arrangements, including but not limited to identification of terms, features, collateral requirements and other information necessary to a fair presentation.", "label": "Schedule of Debt [Table Text Block]", "terseLabel": "Summary of Senior Unsecured Notes" } } }, "localname": "ScheduleOfDebtTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OtherBorrowingsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock": { "auth_ref": [ "r84" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the components of net deferred tax asset or liability recognized in an entity's statement of financial position, including the following: the total of all deferred tax liabilities, the total of all deferred tax assets, the total valuation allowance recognized for deferred tax assets.", "label": "Schedule of Deferred Tax Assets and Liabilities [Table Text Block]", "terseLabel": "Schedule of Deferred Tax Assets and Liabilities" } } }, "localname": "ScheduleOfDeferredTaxAssetsAndLiabilitiesTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfDerivativeInstrumentsTextBlock": { "auth_ref": [ "r113", "r114", "r115", "r116", "r117", "r121", "r122", "r124", "r126" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of pertinent information about a derivative or group of derivatives on a disaggregated basis, such as for individual instruments, or small groups of similar instruments. May include a combination of the type of instrument, risks being hedged, notional amount, hedge designation, related hedged item, inception date, maturity date, or other relevant item.", "label": "Schedule of Derivative Instruments [Table Text Block]", "terseLabel": "Schedule of Derivative Instruments" } } }, "localname": "ScheduleOfDerivativeInstrumentsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock": { "auth_ref": [ "r678" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of an entity's basic and diluted earnings per share calculations, including a reconciliation of numerators and denominators of the basic and diluted per-share computations for income from continuing operations.", "label": "Schedule of Earnings Per Share, Basic and Diluted [Table Text Block]", "terseLabel": "Calculation of Basic and Diluted Earnings per Share" } } }, "localname": "ScheduleOfEarningsPerShareBasicAndDilutedTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShareTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock": { "auth_ref": [ "r83" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the reconciliation using percentage or dollar amounts of the reported amount of income tax expense attributable to continuing operations for the year to the amount of income tax expense that would result from applying domestic federal statutory tax rates to pretax income from continuing operations.", "label": "Schedule of Effective Income Tax Rate Reconciliation [Table Text Block]", "terseLabel": "Schedule of Effective Income Tax Rate Reconciliation" } } }, "localname": "ScheduleOfEffectiveIncomeTaxRateReconciliationTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock": { "auth_ref": [ "r466", "r467" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of assets and liabilities, including [financial] instruments measured at fair value that are classified in stockholders' equity, if any, that are measured at fair value on a recurring basis. The disclosures contemplated herein include the fair value measurements at the reporting date by the level within the fair value hierarchy in which the fair value measurements in their entirety fall, segregating fair value measurements using quoted prices in active markets for identical assets (Level 1), significant other observable inputs (Level 2), and significant unobservable inputs (Level 3).", "label": "Schedule of Fair Value, Assets and Liabilities Measured on Recurring Basis [Table Text Block]", "terseLabel": "Schedule of Financial Assets and Liabilities Measured at Fair Value on Recurring Basis" } } }, "localname": "ScheduleOfFairValueAssetsAndLiabilitiesMeasuredOnRecurringBasisTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfLineOfCreditFacilitiesTextBlock": { "auth_ref": [ "r11" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of short-term or long-term contractual arrangements with lenders, including letters of credit, standby letters of credit, and revolving credit arrangements, under which borrowings can be made up to maximum amount as of any point in time conditional on satisfaction of specified terms before, as of and after the date of drawdowns on the line.", "label": "Schedule of Line of Credit Facilities [Table Text Block]", "terseLabel": "Schedule of Lines of Credit" } } }, "localname": "ScheduleOfLineOfCreditFacilitiesTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfPropertyPlantAndEquipmentTable": { "auth_ref": [ "r50" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about physical assets used in the normal conduct of business and not intended for resale. Includes, but is not limited to, balances by class of assets, depreciation and depletion expense and method used, including composite depreciation, and accumulated deprecation.", "label": "Property, Plant and Equipment [Table]", "terseLabel": "Property, Plant and Equipment [Table]" } } }, "localname": "ScheduleOfPropertyPlantAndEquipmentTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfRelatedPartyTransactionsByRelatedPartyTable": { "auth_ref": [ "r142", "r144" ], "lang": { "en-us": { "role": { "documentation": "Schedule of quantitative and qualitative information pertaining to related party transactions. Examples of related party transactions include transactions between (a) a parent company and its subsidiary; (b) subsidiaries of a common parent; (c) and entity and its principal owners; and (d) affiliates.", "label": "Schedule of Related Party Transactions, by Related Party [Table]", "terseLabel": "Schedule of Related Party Transactions, by Related Party [Table]" } } }, "localname": "ScheduleOfRelatedPartyTransactionsByRelatedPartyTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfServicingAssetsAtAmortizedValueTextBlock": { "auth_ref": [ "r757" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of activity in the balance of servicing assets subsequently measured at amortized cost. Includes, but is not limited to, beginning and ending balances, additions, disposals, and amortization.", "label": "Servicing Asset at Amortized Cost [Table Text Block]", "terseLabel": "Summary of Mortgage Servicing Rights" } } }, "localname": "ScheduleOfServicingAssetsAtAmortizedValueTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfServicingAssetsAtFairValueTextBlock": { "auth_ref": [ "r755" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the activity in the balance of servicing assets (including a description of where changes in fair value are reported in the statement of income for each period for which results of operations are presented), including but not limited to, the following: beginning and ending balances, additions (for instance, through purchases of servicing assets), disposals, changes in fair value during the period resulting from changes in inputs or assumptions used in the valuation model, other changes in fair value along with a description of those changes, and other changes that affect the balance along with a description of those changes.", "label": "Schedule of Servicing Assets at Fair Value [Table Text Block]", "terseLabel": "Schedule of Analysis of Change in Fair Value" } } }, "localname": "ScheduleOfServicingAssetsAtFairValueTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable": { "auth_ref": [ "r379", "r381", "r383", "r384", "r385", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r404", "r407", "r408", "r409", "r410", "r411" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of information about share-based payment arrangement.", "label": "Schedule of Share-Based Compensation Arrangements by Share-Based Payment Award [Table]", "terseLabel": "Schedule of Share-based Compensation Arrangements by Share-based Payment Award [Table]" } } }, "localname": "ScheduleOfShareBasedCompensationArrangementsByShareBasedPaymentAwardTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails", "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockByClassTable": { "auth_ref": [ "r57", "r58", "r60", "r62", "r63", "r64", "r65", "r66", "r67", "r69", "r196", "r197", "r198", "r266", "r360", "r361", "r362", "r363", "r364", "r365", "r366", "r635", "r660", "r668" ], "lang": { "en-us": { "role": { "documentation": "Schedule detailing information related to equity by class of stock. Class of stock includes common, convertible, and preferred stocks which are not redeemable or redeemable solely at the option of the issuer. It also includes preferred stock with redemption features that are solely within the control of the issuer and mandatorily redeemable stock if redemption is required to occur only upon liquidation or termination of the reporting entity.", "label": "Schedule of Stock by Class [Table]", "terseLabel": "Schedule of Stock by Class [Table]" } } }, "localname": "ScheduleOfStockByClassTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ScheduleOfStockholdersEquityTableTextBlock": { "auth_ref": [ "r61" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of changes in the separate accounts comprising stockholders' equity (in addition to retained earnings) and of the changes in the number of shares of equity securities during at least the most recent annual fiscal period and any subsequent interim period presented is required to make the financial statements sufficiently informative if both financial position and results of operations are presented.", "label": "Schedule of Stockholders Equity [Table Text Block]", "terseLabel": "Summary of Ownership of Units" } } }, "localname": "ScheduleOfStockholdersEquityTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of the change in restricted stock units (RSUs).", "label": "Schedule of Unvested Restricted Stock Units Roll Forward [Table Text Block]", "terseLabel": "Summary of RSU Activity" } } }, "localname": "ScheduleOfUnvestedRestrictedStockUnitsRollForwardTableTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationTables" ], "xbrltype": "textBlockItemType" }, "us-gaap_ScheduleOfVariableInterestEntitiesTable": { "auth_ref": [ "r104", "r105", "r107", "r108", "r109", "r452", "r453", "r456", "r457", "r532", "r533", "r534" ], "lang": { "en-us": { "role": { "documentation": "Tabular disclosure of qualitative and quantitative information related to variable interests the entity holds, whether or not such variable interest entity (VIE) is included in the reporting entity's consolidated financial statements. Includes, but is not limited to, description of the significant judgments and assumptions made in determining whether a variable interest (as defined) held by the entity requires the variable interest entity (VIE) (as defined) to be consolidated and (or) disclose information about its involvement with the VIE, individually or in aggregate (as applicable); the nature of restrictions, if any, on the consolidated VIE's assets and on the settlement of its liabilities reported by an entity in its statement of financial position, including the carrying amounts of such assets and liabilities; the nature of, and changes in, the risks associated with involvement in the VIE; how involvement with the VIE affects the entity's financial position, financial performance, and cash flows; the lack of recourse if creditors (or beneficial interest holders) of the consolidated VIE have no recourse to the general credit of the primary beneficiary (if applicable); the terms of arrangements, giving consideration to both explicit arrangements and implicit variable interests, if any, that could require the entity to provide financial support to the VIE, including events or circumstances that could expose the entity to a loss; the methodology used by the entity for determining whether or not it is the primary beneficiary of the variable interest entity; the significant factors considered and judgments made in determining that the power to direct the activities of a VIE that most significantly impact the VIE's economic performance are shared (as defined); the carrying amounts and classification of assets and liabilities of the VIE included in the statement of financial position; the entity's maximum exposure to loss, if any, as a result of its involvement with the VIE, including how the maximum exposure is determined and significant sources of the entity's exposure to the VIE; a tabular comparison of the carrying amounts of the assets and liabilities and the entity's maximum exposure to loss; information about any liquidity arrangements, guarantees, and (or) other commitments by third parties that may affect the fair value or risk of the entity's variable interest in the VIE; whether or not the entity has provided financial support or other support (explicitly or implicitly) to the VIE that it was not previously contractually required to provide or whether the entity intends to provide that support, including the type and amount of the support and the primary reasons for providing the support; and supplemental information the entity determines necessary to provide.", "label": "Schedule of Variable Interest Entities [Table]", "terseLabel": "Schedule of Variable Interest Entities [Table]" } } }, "localname": "ScheduleOfVariableInterestEntitiesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SecondaryMarketInvestorDomain": { "auth_ref": [ "r597", "r606", "r607", "r608" ], "lang": { "en-us": { "role": { "documentation": "Secondary market investor imposing net worth requirement for mortgage banking entity.", "label": "Banking Regulation, Mortgage Banking, Secondary Market Investor [Domain]", "terseLabel": "Secondary Market Investor [Domain]" } } }, "localname": "SecondaryMarketInvestorDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SecuredDebt": { "auth_ref": [ "r2", "r154", "r174" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Carrying value as of the balance sheet date, including the current and noncurrent portions, of collateralized debt obligations (with maturities initially due after one year or beyond the operating cycle, if longer). Such obligations include mortgage loans, chattel loans, and any other borrowings secured by assets of the borrower.", "label": "Secured Debt", "terseLabel": "Borrowings against investment securities" } } }, "localname": "SecuredDebt", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SecuredDebtMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Collateralized debt obligation backed by, for example, but not limited to, pledge, mortgage or other lien on the entity's assets.", "label": "Secured Debt [Member]", "terseLabel": "Secured Debt" } } }, "localname": "SecuredDebtMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SecuritiesLoanedFairValueOfCollateral": { "auth_ref": [ "r204" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of the securities pledged as collateral against securities loaned.", "label": "Securities Loaned, Fair Value of Collateral", "terseLabel": "Fair value of investment securities pledged" } } }, "localname": "SecuritiesLoanedFairValueOfCollateral", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SegmentReportingPolicyPolicyTextBlock": { "auth_ref": [ "r278", "r279", "r280", "r281", "r282", "r283", "r293" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for segment reporting.", "label": "Segment Reporting, Policy [Policy Text Block]", "terseLabel": "Operating Segments" } } }, "localname": "SegmentReportingPolicyPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SeniorNotes": { "auth_ref": [ "r160", "r180" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 9.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Including the current and noncurrent portions, carrying value as of the balance sheet date of Notes with the highest claim on the assets of the issuer in case of bankruptcy or liquidation (with maturities initially due after one year or beyond the operating cycle if longer). Senior note holders are paid off in full before any payments are made to junior note holders.", "label": "Senior Notes", "terseLabel": "Senior notes" } } }, "localname": "SeniorNotes", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "us-gaap_SeniorNotesMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Bond that takes priority over other debt securities sold by the issuer. In the event the issuer goes bankrupt, senior debt holders receive priority for (must receive) repayment prior to (relative to) junior and unsecured (general) creditors.", "label": "Senior Notes [Member]", "terseLabel": "Senior Notes" } } }, "localname": "SeniorNotesMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate": { "auth_ref": [ "r752" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The hypothetical financial impact of a 10 percent adverse change of the discount rate on the fair value of transferor's interests in transferred financial assets (including any servicing assets or servicing liabilities) as of the balance sheet date.", "label": "Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 10 Percent Adverse Change in Discount Rate", "negatedTerseLabel": "+ 10% adverse change \u2013 effect on value, discount rate" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInDiscountRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInPrepaymentSpeed": { "auth_ref": [ "r752" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The hypothetical financial impact of a 10 percent adverse change of prepayment speed on the fair value of transferor's interests in transferred financial assets (including any servicing assets or servicing liabilities) as of the balance sheet date.", "label": "Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 10 Percent Adverse Change in Prepayment Speed", "negatedTerseLabel": "+ 10% adverse change \u2013 effect on value, prepayment speeds" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInPrepaymentSpeed", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInDiscountRate": { "auth_ref": [ "r752" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The hypothetical financial impact of a 20 percent adverse change of the discount rate on the fair value of transferor's interests in transferred financial assets (including any servicing assets or servicing liabilities) as of the balance sheet date.", "label": "Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 20 Percent Adverse Change in Discount Rate", "negatedTerseLabel": "+ 20% adverse change \u2013 effect on value, discount rate" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInDiscountRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInPrepaymentSpeed": { "auth_ref": [ "r752" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "The hypothetical financial impact of a 20 percent adverse change of prepayment speed on the fair value of transferor's interests in transferred financial assets (including any servicing assets or servicing liabilities) as of the balance sheet date.", "label": "Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets, Impact of 20 Percent Adverse Change in Prepayment Speed", "negatedTerseLabel": "+ 20% adverse change \u2013 effect on value, prepayment speeds" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInPrepaymentSpeed", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOfAdverseChangeInAssumptionLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "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]", "terseLabel": "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]" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOfAdverseChangeInAssumptionLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesTable": { "auth_ref": [ "r528" ], "lang": { "en-us": { "role": { "documentation": "Detailed elements containing information related to a sensitivity analysis or stress test showing the hypothetical effect on the fair value of the transferor's interests in transferred financial assets (including any servicing assets or servicing liabilities) of two or more unfavorable variations from the expected levels for each key assumption that is reported, independently determined from any change in another key assumption.", "label": "Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table]", "terseLabel": "Schedule of Sensitivity Analysis of Fair Value, Transferor's Interests in Transferred Financial Assets [Table]" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ServicingAsset": { "auth_ref": [ "r540" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 6.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Aggregate amount of servicing assets that are subsequently measured at fair value and servicing assets that are subsequently measured using the amortization method.", "label": "Servicing Asset", "netLabel": "Aggregate unpaid principal balance", "terseLabel": "Mortgage servicing rights" } } }, "localname": "ServicingAsset", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtAmortizedValue": { "auth_ref": [ "r538", "r551", "r663" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortized amount of contract to service financial assets under which the benefits of servicing are expected to more than adequately compensate the servicer.", "label": "Servicing Asset at Amortized Cost", "periodEndLabel": "Balance, end of period", "terseLabel": "Balance, beginning of period" } } }, "localname": "ServicingAssetAtAmortizedValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtAmortizedValueAdditions": { "auth_ref": [ "r552" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of additions from purchases, assumption or transfer to contract to service financial assets under which the benefits of servicing are expected to more than adequately compensate the servicer.", "label": "Servicing Asset at Amortized Cost, Additions", "terseLabel": "Additions" } } }, "localname": "ServicingAssetAtAmortizedValueAdditions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtAmortizedValueAmortization1": { "auth_ref": [ "r554" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of amortization of contract to service financial assets under which the benefits of servicing are expected to more than adequately compensate the servicer.", "label": "Servicing Asset at Amortized Cost, Amortization", "negatedTerseLabel": "Amortization" } } }, "localname": "ServicingAssetAtAmortizedValueAmortization1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtAmortizedValueBalanceRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Servicing Asset at Amortized Cost, Balance [Roll Forward]", "terseLabel": "Servicing Asset at Amortized Cost, Balance [Roll Forward]" } } }, "localname": "ServicingAssetAtAmortizedValueBalanceRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ServicingAssetAtAmortizedValueDisposals": { "auth_ref": [ "r553" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount conveyed to unrelated parties of contract to contract to service financial assets under which the benefits of servicing are expected to more than adequately compensate the servicer.", "label": "Servicing Asset at Amortized Cost, Disposals", "negatedTerseLabel": "Sales" } } }, "localname": "ServicingAssetAtAmortizedValueDisposals", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtFairValueAdditions": { "auth_ref": [ "r546" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "The value of new servicing assets, subsequently measured at fair value, acquired or created during the current period through purchases or from transfers of financial assets.", "label": "Servicing Asset at Fair Value, Additions", "terseLabel": "Capitalization of MSRs" } } }, "localname": "ServicingAssetAtFairValueAdditions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtFairValueAmount": { "auth_ref": [ "r538", "r539", "r540", "r545" ], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": 4.0, "parentTag": "us-gaap_AssetsFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Fair value of an asset representing net future revenue from contractually specified servicing fees, late charges, and other ancillary revenues, in excess of future costs related to servicing arrangements.", "label": "Servicing Asset at Fair Value, Amount", "periodEndLabel": "Fair value, end of period", "periodStartLabel": "Fair value, beginning of period", "terseLabel": "Mortgage servicing rights" } } }, "localname": "ServicingAssetAtFairValueAmount", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtFairValueAmountRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Servicing Asset at Fair Value, Amount [Roll Forward]", "terseLabel": "Servicing Asset at Fair Value, Amount [Roll Forward]" } } }, "localname": "ServicingAssetAtFairValueAmountRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ServicingAssetAtFairValueChangesInFairValueResultingFromChangesInValuationInputsOrChangesInAssumptions": { "auth_ref": [ "r756" ], "calculation": { "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails": { "order": 1.0, "parentTag": "uwmc_ServicingAssetAtFairValueChangesInFairValue", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of increase (decrease) in fair value from changes in the inputs, assumptions, or model used to calculate the fair value of the contract to service financial assets under which the benefits of servicing are expected to more than adequately compensate the servicer.", "label": "Servicing Asset at Fair Value, Changes in Fair Value Resulting from Changes in Valuation Inputs or Changes in Assumptions", "terseLabel": "Due to changes in valuation inputs or assumptions", "verboseLabel": "Due to changes in valuation inputs and assumptions" } } }, "localname": "ServicingAssetAtFairValueChangesInFairValueResultingFromChangesInValuationInputsOrChangesInAssumptions", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetAtFairValueDisposals": { "auth_ref": [ "r547" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Decrease in servicing assets subsequently measured at fair value resulting from conveyance of servicing rights to unrelated parties.", "label": "Servicing Asset at Fair Value, Disposals", "negatedTerseLabel": "MSR sales" } } }, "localname": "ServicingAssetAtFairValueDisposals", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValueDiscountRate": { "auth_ref": [ "r648" ], "lang": { "en-us": { "role": { "documentation": "Discount rate used to estimate the fair value of servicing assets and servicing liabilities.", "label": "Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Discount Rate", "terseLabel": "Discount rates (as a percent)" } } }, "localname": "ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValueDiscountRate", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValuePrepaymentSpeed": { "auth_ref": [ "r648" ], "lang": { "en-us": { "role": { "documentation": "Estimated rate of prepayments of principal on servicing assets and servicing liabilities.", "label": "Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Prepayment Speed", "terseLabel": "Annual prepayment speeds (as a percent)" } } }, "localname": "ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValuePrepaymentSpeed", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails" ], "xbrltype": "percentItemType" }, "us-gaap_ServicingAssetsAtFairValueLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Servicing Assets at Fair Value [Line Items]", "terseLabel": "Servicing Assets at Fair Value [Line Items]" } } }, "localname": "ServicingAssetsAtFairValueLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ServicingAssetsAtFairValueTable": { "auth_ref": [ "r545", "r546", "r547", "r548", "r558" ], "lang": { "en-us": { "role": { "documentation": "Activity in the balance of servicing assets subsequently measured at fair value (including a description of where changes in fair value are reported in the statement of income for each period for which results of operations are presented), including but not limited to, the following: beginning and ending balances, additions (through purchases of servicing assets and servicing assets that result from transfers of financial assets), disposals, changes in fair value during the period resulting from changes in valuations inputs or assumptions used in the valuation model, other changes in fair value along with a description of those changes, and other changes that affect the balance along with a description of those changes.", "label": "Schedule of Servicing Assets at Fair Value [Table]", "terseLabel": "Schedule of Servicing Assets at Fair Value [Table]" } } }, "localname": "ServicingAssetsAtFairValueTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensation": { "auth_ref": [ "r35" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 8.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of noncash expense for share-based payment arrangement.", "label": "Share-Based Payment Arrangement, Noncash Expense", "terseLabel": "Stock-based compensation expense" } } }, "localname": "ShareBasedCompensation", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1": { "auth_ref": [ "r642" ], "lang": { "en-us": { "role": { "documentation": "Period over which grantee's right to exercise award under share-based payment arrangement is no longer contingent on satisfaction of service or performance condition, in 'PnYnMnDTnHnMnS' format, for example, 'P1Y5M13D' represents reported fact of one year, five months, and thirteen days. Includes, but is not limited to, combination of market, performance or service condition.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period", "terseLabel": "Award vesting period (in years)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardAwardVestingPeriod1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "durationItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod": { "auth_ref": [ "r400" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that were forfeited during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeited in Period", "negatedTerseLabel": "Forfeited (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeitedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue": { "auth_ref": [ "r400" ], "lang": { "en-us": { "role": { "documentation": "Weighted average fair value as of the grant date of equity-based award plans other than stock (unit) option plans that were not exercised or put into effect as a result of the occurrence of a terminating event.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Forfeitures, Weighted Average Grant Date Fair Value", "terseLabel": "Forfeited (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsForfeituresWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "The number of grants made during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period", "terseLabel": "Granted (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r398" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value at grant date for nonvested equity-based awards issued during the period on other than stock (or unit) option plans (for example, phantom stock or unit plan, stock or unit appreciation rights plan, performance target plan).", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Grants in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Granted (in usd per share)", "verboseLabel": "Granted fair value (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsGrantsInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber": { "auth_ref": [ "r395", "r396" ], "lang": { "en-us": { "role": { "documentation": "The number of non-vested equity-based payment instruments, excluding stock (or unit) options, that validly exist and are outstanding as of the balance sheet date.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number", "periodEndLabel": "Unvested - end of period (in shares)", "periodStartLabel": "Unvested - beginning of period (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedNumber", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "A roll forward is a reconciliation of a concept from the beginning of a period to the end of a period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Number of Shares [Roll Forward]", "terseLabel": "Shares" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue": { "auth_ref": [ "r395", "r396" ], "lang": { "en-us": { "role": { "documentation": "Per share or unit weighted-average fair value of nonvested award under share-based payment arrangement. Excludes share and unit options.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value", "periodEndLabel": "Unvested - end of period (in usd per share)", "periodStartLabel": "Unvested - beginning of period (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Nonvested, Weighted Average Grant Date Fair Value [Abstract]", "terseLabel": "Weighted Average Grant Date Fair Value" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsNonvestedWeightedAverageGrantDateFairValueRollForward", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod": { "auth_ref": [ "r399" ], "lang": { "en-us": { "role": { "documentation": "The number of equity-based payment instruments, excluding stock (or unit) options, that vested during the reporting period.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period", "negatedTerseLabel": "Vested (in shares)", "terseLabel": "Vested (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue": { "auth_ref": [ "r399" ], "lang": { "en-us": { "role": { "documentation": "The weighted average fair value as of grant date pertaining to an equity-based award plan other than a stock (or unit) option plan for which the grantee gained the right during the reporting period, by satisfying service and performance requirements, to receive or retain shares or units, other instruments, or cash in accordance with the terms of the arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Equity Instruments Other than Options, Vested in Period, Weighted Average Grant Date Fair Value", "terseLabel": "Vested (in usd per share)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardEquityInstrumentsOtherThanOptionsVestedInPeriodWeightedAverageGrantDateFairValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]", "terseLabel": "Share-based Compensation Arrangement by Share-based Payment Award [Line Items]" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails", "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "stringItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized": { "auth_ref": [ "r643" ], "lang": { "en-us": { "role": { "documentation": "Number of shares authorized for issuance under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized", "terseLabel": "Number of shares authorized for issuance" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardNumberOfSharesAuthorized", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedInPeriod": { "auth_ref": [ "r78" ], "lang": { "en-us": { "role": { "documentation": "Number of shares issued under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Shares Issued in Period", "terseLabel": "Stock-based compensation expense (in shares)" } } }, "localname": "ShareBasedCompensationArrangementByShareBasedPaymentAwardSharesIssuedInPeriod", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain": { "auth_ref": [ "r383", "r384", "r385", "r387", "r388", "r389", "r390", "r391", "r392", "r393", "r394", "r395", "r396", "r397", "r398", "r399", "r400", "r401", "r402", "r403", "r404", "r407", "r408", "r409", "r410", "r411" ], "lang": { "en-us": { "role": { "documentation": "Award under share-based payment arrangement.", "label": "Award Type [Domain]", "terseLabel": "Award Type [Domain]" } } }, "localname": "ShareBasedCompensationArrangementsByShareBasedPaymentAwardAwardTypeAndPlanNameDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails", "http://www.umw.com/role/StockBasedCompensationSummaryofRSUActivityDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheOneMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "First portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-Based Payment Arrangement, Tranche One [Member]", "terseLabel": "Tranche One" } } }, "localname": "ShareBasedCompensationAwardTrancheOneMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheThreeMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Third portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-Based Payment Arrangement, Tranche Three [Member]", "terseLabel": "Tranche Three" } } }, "localname": "ShareBasedCompensationAwardTrancheThreeMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationAwardTrancheTwoMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Second portion of award under share-based payment arrangement differentiated by vesting feature, including, but not limited to, performance measure or service period.", "label": "Share-Based Payment Arrangement, Tranche Two [Member]", "terseLabel": "Tranche Two" } } }, "localname": "ShareBasedCompensationAwardTrancheTwoMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_ShareBasedCompensationOptionAndIncentivePlansPolicy": { "auth_ref": [ "r386", "r405", "r406", "r407", "r408", "r411", "r420", "r421" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for award under share-based payment arrangement. Includes, but is not limited to, methodology and assumption used in measuring cost.", "label": "Share-Based Payment Arrangement [Policy Text Block]", "terseLabel": "Stock-Based Compensation" } } }, "localname": "ShareBasedCompensationOptionAndIncentivePlansPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SharePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Price of a single share of a number of saleable stocks of a company.", "label": "Share Price", "terseLabel": "Share price (in usd per share)" } } }, "localname": "SharePrice", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "perShareItemType" }, "us-gaap_SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage": { "auth_ref": [ "r695" ], "lang": { "en-us": { "role": { "documentation": "Percentage of vesting of award under share-based payment arrangement.", "label": "Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Rights, Percentage", "terseLabel": "Award vesting percentage (in percent)" } } }, "localname": "SharebasedCompensationArrangementBySharebasedPaymentAwardAwardVestingRightsPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "percentItemType" }, "us-gaap_SoftwareAndSoftwareDevelopmentCostsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Purchased software applications and internally developed software for sale, licensing or long-term internal use.", "label": "Software and Software Development Costs [Member]", "terseLabel": "Software, including internally-developed" } } }, "localname": "SoftwareAndSoftwareDevelopmentCostsMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/PremisesandEquipmentNetDetails" ], "xbrltype": "domainItemType" }, "us-gaap_StatementClassOfStockAxis": { "auth_ref": [ "r196", "r197", "r198", "r220", "r247", "r248", "r255", "r257", "r266", "r267", "r299", "r320", "r323", "r324", "r325", "r329", "r330", "r360", "r361", "r363", "r364", "r366", "r474", "r620", "r660", "r668", "r677" ], "lang": { "en-us": { "role": { "documentation": "Information by the different classes of stock of the entity.", "label": "Class of Stock [Axis]", "terseLabel": "Class of Stock [Axis]" } } }, "localname": "StatementClassOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/Cover", "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails", "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementEquityComponentsAxis": { "auth_ref": [ "r15", "r61", "r187", "r208", "r209", "r210", "r227", "r228", "r229", "r232", "r239", "r242", "r263", "r300", "r368", "r417", "r418", "r419", "r439", "r440", "r463", "r475", "r476", "r477", "r478", "r479", "r480", "r502", "r585", "r586", "r587" ], "lang": { "en-us": { "role": { "documentation": "Information by component of equity.", "label": "Equity Components [Axis]", "terseLabel": "Equity Components [Axis]" } } }, "localname": "StatementEquityComponentsAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails" ], "xbrltype": "stringItemType" }, "us-gaap_StatementLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Statement [Line Items]", "terseLabel": "Statement [Line Items]" } } }, "localname": "StatementLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_StatementOfCashFlowsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Cash Flows [Abstract]", "terseLabel": "Statement of Cash Flows [Abstract]" } } }, "localname": "StatementOfCashFlowsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementOfFinancialPositionAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Statement of Financial Position [Abstract]", "terseLabel": "Statement of Financial Position [Abstract]" } } }, "localname": "StatementOfFinancialPositionAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_StatementTable": { "auth_ref": [ "r227", "r228", "r229", "r263", "r565" ], "lang": { "en-us": { "role": { "documentation": "Schedule reflecting a Statement of Income, Statement of Cash Flows, Statement of Financial Position, Statement of Shareholders' Equity and Other Comprehensive Income, or other statement as needed.", "label": "Statement [Table]", "terseLabel": "Statement [Table]" } } }, "localname": "StatementTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "stringItemType" }, "us-gaap_StockRepurchasedDuringPeriodShares": { "auth_ref": [ "r6", "r7", "r61", "r69" ], "lang": { "en-us": { "role": { "documentation": "Number of shares that have been repurchased during the period and have not been retired and are not held in treasury. Some state laws may govern the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Shares", "negatedTerseLabel": "Class A common stock repurchased (in shares)" } } }, "localname": "StockRepurchasedDuringPeriodShares", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "sharesItemType" }, "us-gaap_StockRepurchasedDuringPeriodValue": { "auth_ref": [ "r6", "r7", "r61", "r69" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Equity impact of the value of stock that has been repurchased during the period and has not been retired and is not held in treasury. Some state laws may mandate the circumstances under which an entity may acquire its own stock and prescribe the accounting treatment therefore. This element is used when state law does not recognize treasury stock.", "label": "Stock Repurchased During Period, Value", "negatedTerseLabel": "Class A common stock repurchased" } } }, "localname": "StockRepurchasedDuringPeriodValue", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest": { "auth_ref": [ "r97", "r98", "r110", "r187", "r188", "r209", "r227", "r228", "r229", "r232", "r239", "r300", "r368", "r417", "r418", "r419", "r439", "r440", "r463", "r475", "r476", "r480", "r502", "r586", "r587", "r670", "r688", "r731" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 2.0, "parentTag": "us-gaap_LiabilitiesAndStockholdersEquity", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of stockholders' equity (deficit), net of receivables from officers, directors, owners, and affiliates of the entity, attributable to both the parent and noncontrolling interests. Amount excludes temporary equity. Alternate caption for the concept is permanent equity.", "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest", "periodEndLabel": "Balance at end of period", "periodStartLabel": "Balance at beginning of period", "totalLabel": "Total equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterest", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "us-gaap_StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Stockholders' Equity, Including Portion Attributable to Noncontrolling Interest [Abstract]", "terseLabel": "Equity" } } }, "localname": "StockholdersEquityIncludingPortionAttributableToNoncontrollingInterestAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "stringItemType" }, "us-gaap_StockholdersEquityNoteStockSplitConversionRatio1": { "auth_ref": [ "r71" ], "lang": { "en-us": { "role": { "documentation": "Ratio applied to the conversion of stock split, for example but not limited to, one share converted to two or two shares converted to one.", "label": "Stockholders' Equity Note, Stock Split, Conversion Ratio", "terseLabel": "Conversion ratio" } } }, "localname": "StockholdersEquityNoteStockSplitConversionRatio1", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "pureItemType" }, "us-gaap_StockholdersEquityPolicyTextBlock": { "auth_ref": [ "r59" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for its capital stock transactions, including dividends and accumulated other comprehensive income.", "label": "Stockholders' Equity, Policy [Policy Text Block]", "terseLabel": "Dividend Policy" } } }, "localname": "StockholdersEquityPolicyTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsequentEventLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Detail information of subsequent event by type. User is expected to use existing line items from elsewhere in the taxonomy as the primary line items for this disclosure, which is further associated with dimension and member elements pertaining to a subsequent event.", "label": "Subsequent Event [Line Items]", "terseLabel": "Subsequent Event [Line Items]" } } }, "localname": "SubsequentEventLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventMember": { "auth_ref": [ "r481", "r510" ], "lang": { "en-us": { "role": { "documentation": "Identifies event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event [Member]", "terseLabel": "Subsequent Event" } } }, "localname": "SubsequentEventMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventTable": { "auth_ref": [ "r481", "r510" ], "lang": { "en-us": { "role": { "documentation": "Discloses pertinent information about one or more significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued.", "label": "Subsequent Event [Table]", "terseLabel": "Subsequent Event [Table]" } } }, "localname": "SubsequentEventTable", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeAxis": { "auth_ref": [ "r481", "r510" ], "lang": { "en-us": { "role": { "documentation": "Information by event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Axis]", "terseLabel": "Subsequent Event Type [Axis]" } } }, "localname": "SubsequentEventTypeAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventTypeDomain": { "auth_ref": [ "r481", "r510" ], "lang": { "en-us": { "role": { "documentation": "Event that occurred after the balance sheet date but before financial statements are issued or available to be issued.", "label": "Subsequent Event Type [Domain]", "terseLabel": "Subsequent Event Type [Domain]" } } }, "localname": "SubsequentEventTypeDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_SubsequentEventsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Subsequent Events [Abstract]", "terseLabel": "Subsequent Events [Abstract]" } } }, "localname": "SubsequentEventsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_SubsequentEventsTextBlock": { "auth_ref": [ "r509", "r511" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for significant events or transactions that occurred after the balance sheet date through the date the financial statements were issued or the date the financial statements were available to be issued. Examples include: the sale of a capital stock issue, purchase of a business, settlement of litigation, catastrophic loss, significant foreign exchange rate changes, loans to insiders or affiliates, and transactions not in the ordinary course of business.", "label": "Subsequent Events [Text Block]", "terseLabel": "Subsequent Events" } } }, "localname": "SubsequentEventsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/SubsequentEvents" ], "xbrltype": "textBlockItemType" }, "us-gaap_SubsidiarySaleOfStockAxis": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Information by type of sale of the entity's stock.", "label": "Sale of Stock [Axis]", "terseLabel": "Sale of Stock [Axis]" } } }, "localname": "SubsidiarySaleOfStockAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "stringItemType" }, "us-gaap_SupplementalCashFlowInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Supplemental Cash Flow Information [Abstract]", "terseLabel": "SUPPLEMENTAL INFORMATION" } } }, "localname": "SupplementalCashFlowInformationAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "stringItemType" }, "us-gaap_TransfersAndServicingAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Transfers and Servicing [Abstract]", "terseLabel": "Transfers and Servicing [Abstract]" } } }, "localname": "TransfersAndServicingAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_TransfersAndServicingOfFinancialAssetsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Transfers and Servicing of Financial Assets [Abstract]", "terseLabel": "Transfers and Servicing of Financial Assets [Abstract]" } } }, "localname": "TransfersAndServicingOfFinancialAssetsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "xbrltype": "stringItemType" }, "us-gaap_TransfersAndServicingOfFinancialAssetsServicingOfFinancialAssetsPolicy": { "auth_ref": [ "r145", "r146", "r147" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for servicing assets and liabilities including, but not necessarily limited to: (a) how a servicing asset or servicing liability is initially recognized and measured, (b) management's basis for determining its classes of servicing assets and servicing liabilities, (c) where contractually specified fees, late fees or ancillary fees are reported in the statement of income, (d) how the entity subsequently measures each class of servicing assets and servicing liabilities (that is, by using the amortization method or fair value method), and the methodology and significant assumptions used to value such servicing, (e) for those classes subsequently measured using the amortization method, where changes in the carrying amount are reported in the statement of income and how such servicing assets and liabilities are evaluated for impairment, and (f) for those classes subsequently measured at fair value, where changes in the fair value are reported in the statement of income.", "label": "Transfers and Servicing of Financial Assets, Servicing of Financial Assets, Policy [Policy Text Block]", "terseLabel": "Servicing Advances" } } }, "localname": "TransfersAndServicingOfFinancialAssetsServicingOfFinancialAssetsPolicy", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialAssetsTextBlock": { "auth_ref": [ "r512", "r513", "r518", "r522", "r523", "r524", "r529", "r530", "r534", "r535", "r537", "r541", "r543", "r544", "r549", "r550", "r557", "r559", "r563", "r753" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a transferor's continuing involvement in financial assets that it has transferred in a securitization or asset-backed financing arrangement, the nature of any restrictions on assets reported by an entity in its statement of financial position that relate to a transferred financial asset (including the carrying amounts of such assets), how servicing assets and servicing liabilities are reported, and (for securitization or asset-backed financing arrangements accounted for as sales) when a transferor has continuing involvement with the transferred financial assets and transfers of financial assets accounted for as secured borrowings, how the transfer of financial assets affects an entity's financial position, financial performance, and cash flows.", "label": "Transfers and Servicing of Financial Assets [Text Block]", "terseLabel": "Mortgage Servicing Rights" } } }, "localname": "TransfersAndServicingOfFinancialAssetsTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/MortgageServicingRights" ], "xbrltype": "textBlockItemType" }, "us-gaap_TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain": { "auth_ref": [ "r297", "r298", "r356", "r365", "r459", "r512", "r513", "r514", "r515", "r516", "r517", "r519", "r520", "r521", "r525", "r526", "r527", "r528", "r531", "r536", "r545", "r546", "r547", "r548", "r551", "r552", "r553", "r554", "r555", "r556", "r557", "r558", "r560", "r561", "r562", "r685", "r686", "r687", "r759", "r760", "r761", "r762", "r763", "r764", "r765" ], "lang": { "en-us": { "role": { "documentation": "Instrument or contract that imposes a contractual obligation to deliver cash or another financial instrument or to exchange other financial instruments on potentially unfavorable terms and conveys a contractual right to receive cash or another financial instrument or to exchange other financial instruments on potentially favorable terms.", "label": "Financial Instruments [Domain]", "terseLabel": "Financial Instruments [Domain]" } } }, "localname": "TransfersAndServicingOfFinancialInstrumentsTypesOfFinancialInstrumentsDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails", "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails", "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "us-gaap_TravelAndEntertainmentExpense": { "auth_ref": [ "r23" ], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Expenses incurred for travel and entertainment during the period.", "label": "Travel and Entertainment Expense", "terseLabel": "Marketing, travel, and entertainment" } } }, "localname": "TravelAndEntertainmentExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefits": { "auth_ref": [ "r423", "r429" ], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Amount of unrecognized tax benefits.", "label": "Unrecognized Tax Benefits", "terseLabel": "Unrecognized tax benefits" } } }, "localname": "UnrecognizedTaxBenefits", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsIncomeTaxPenaltiesExpense": { "auth_ref": [ "r722" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of expense for penalties related to a tax position claimed or expected to be claimed in the tax return.", "label": "Unrecognized Tax Benefits, Income Tax Penalties Expense", "terseLabel": "Unrecognized tax benefits, penalties on income tax expense" } } }, "localname": "UnrecognizedTaxBenefitsIncomeTaxPenaltiesExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense": { "auth_ref": [ "r722" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of interest expense for an underpayment of income taxes.", "label": "Unrecognized Tax Benefits, Interest on Income Taxes Expense", "terseLabel": "Unrecognized tax benefits, interest on income tax expense" } } }, "localname": "UnrecognizedTaxBenefitsInterestOnIncomeTaxesExpense", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_UseOfEstimates": { "auth_ref": [ "r43", "r44", "r45", "r268", "r269", "r270", "r271" ], "lang": { "en-us": { "role": { "documentation": "Disclosure of accounting policy for the use of estimates in the preparation of financial statements in conformity with generally accepted accounting principles.", "label": "Use of Estimates, Policy [Policy Text Block]", "terseLabel": "Use of Estimates" } } }, "localname": "UseOfEstimates", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableInterestEntityDisclosureTextBlock": { "auth_ref": [ "r112" ], "lang": { "en-us": { "role": { "documentation": "The entire disclosure for a variable interest entity (VIE), including but not limited to, judgments and assumptions in determining whether to consolidate and in identifying the primary beneficiary, gain (loss) recognized on the initial consolidation of the VIE, terms of arrangements, amounts and classification of the VIE's assets and liabilities, and the entity's maximum exposure to loss.", "label": "Variable Interest Entity Disclosure [Text Block]", "terseLabel": "Variable Interest Entities" } } }, "localname": "VariableInterestEntityDisclosureTextBlock", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntities" ], "xbrltype": "textBlockItemType" }, "us-gaap_VariableInterestEntityLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.", "label": "Variable Interest Entity [Line Items]", "terseLabel": "Variable Interest Entity [Line Items]" } } }, "localname": "VariableInterestEntityLineItems", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VariableInterestEntityOwnershipPercentage": { "auth_ref": [ "r106" ], "lang": { "en-us": { "role": { "documentation": "Percentage of the Variable Interest Entity's (VIE) voting interest owned by (or beneficial interest in) the reporting entity (directly or indirectly).", "label": "Variable Interest Entity, Qualitative or Quantitative Information, Ownership Percentage", "terseLabel": "Ownership percentage (in percent)" } } }, "localname": "VariableInterestEntityOwnershipPercentage", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "percentItemType" }, "us-gaap_VariableLeaseCost": { "auth_ref": [ "r493", "r646" ], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amount of variable lease cost, excluded from lease liability, recognized when obligation for payment is incurred for finance and operating leases.", "label": "Variable Lease, Cost", "terseLabel": "Variable lease expense" } } }, "localname": "VariableLeaseCost", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "us-gaap_VestingAxis": { "auth_ref": [ "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r704", "r705", "r706", "r707", "r708", "r709", "r710", "r711", "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720" ], "lang": { "en-us": { "role": { "documentation": "Information by vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Axis]", "terseLabel": "Vesting [Axis]" } } }, "localname": "VestingAxis", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "stringItemType" }, "us-gaap_VestingDomain": { "auth_ref": [ "r695", "r696", "r697", "r698", "r699", "r700", "r701", "r702", "r703", "r704", "r705", "r706", "r707", "r708", "r709", "r710", "r711", "r712", "r713", "r714", "r715", "r716", "r717", "r718", "r719", "r720" ], "lang": { "en-us": { "role": { "documentation": "Vesting schedule of award under share-based payment arrangement.", "label": "Vesting [Domain]", "terseLabel": "Vesting [Domain]" } } }, "localname": "VestingDomain", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "us-gaap_WarrantMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Security that gives the holder the right to purchase shares of stock in accordance with the terms of the instrument, usually upon payment of a specified amount.", "label": "Warrant [Member]", "terseLabel": "Warrant" } } }, "localname": "WarrantMember", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/Cover" ], "xbrltype": "domainItemType" }, "us-gaap_WeightedAverageNumberOfDilutedSharesOutstanding": { "auth_ref": [ "r246", "r257" ], "lang": { "en-us": { "role": { "documentation": "The average number of shares or units issued and outstanding that are used in calculating diluted EPS or earnings per unit (EPU), determined based on the timing of issuance of shares or units in the period.", "label": "Weighted Average Number of Shares Outstanding, Diluted", "terseLabel": "Weighted average shares of Class A common stock outstanding - diluted (in shares)", "verboseLabel": "Diluted (in shares)" } } }, "localname": "WeightedAverageNumberOfDilutedSharesOutstanding", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingBasic": { "auth_ref": [ "r244", "r257" ], "lang": { "en-us": { "role": { "documentation": "Number of [basic] shares or units, after adjustment for contingently issuable shares or units and other shares or units not deemed outstanding, determined by relating the portion of time within a reporting period that common shares or units have been outstanding to the total time in that period.", "label": "Weighted Average Number of Shares Outstanding, Basic", "terseLabel": "Weighted average shares of Class A common stock outstanding - basic (in shares)", "verboseLabel": "Basic (in shares)" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingBasic", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "sharesItemType" }, "us-gaap_WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "Weighted Average Number of Shares Outstanding Reconciliation [Abstract]", "terseLabel": "Weighted average shares outstanding:" } } }, "localname": "WeightedAverageNumberOfSharesOutstandingDilutedDisclosureItemsAbstract", "nsuri": "http://fasb.org/us-gaap/2022", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS", "http://www.umw.com/role/EarningsPerShareCalculationofBasicandDilutedEarningsperShareDetails" ], "xbrltype": "stringItemType" }, "uwmc_A2020UWMHoldingsCorporationOmnibusIncentivePlanMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "2020 UWM Holdings Corporation Omnibus Incentive Plan", "label": "2020 UWM Holdings Corporation Omnibus Incentive Plan [Member]", "terseLabel": "2020 Plan" } } }, "localname": "A2020UWMHoldingsCorporationOmnibusIncentivePlanMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesStockBasedCompensationDetails" ], "xbrltype": "domainItemType" }, "uwmc_AmortizationAndPayoffsOfMortgageServicingRights": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization and pay-offs of mortgage servicing rights.", "label": "Amortization and pay-offs of mortgage servicing rights", "terseLabel": "Amortization and pay-offs of mortgage servicing rights" } } }, "localname": "AmortizationAndPayoffsOfMortgageServicingRights", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_AmortizationImpairmentAndPayoffsOfMortgageServicingRights": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 9.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Amortization impairment and payoffs of mortgage servicing rights.", "label": "Amortization Impairment and Payoffs of Mortgage Servicing Rights", "terseLabel": "Amortization, impairment and pay-offs of mortgage servicing rights (see Note 5)" } } }, "localname": "AmortizationImpairmentAndPayoffsOfMortgageServicingRights", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "uwmc_AuditInformationAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Audit Information", "label": "Audit Information [Abstract]" } } }, "localname": "AuditInformationAbstract", "nsuri": "http://www.umw.com/20221231", "xbrltype": "stringItemType" }, "uwmc_BankingRegulationMortgageBankingLiquidity": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Banking Regulation, Mortgage Banking, Liquidity", "label": "Banking Regulation, Mortgage Banking, Liquidity", "terseLabel": "Liquidity requirement" } } }, "localname": "BankingRegulationMortgageBankingLiquidity", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedWarrants": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Warrants", "label": "Business Combination, Recognized Identifiable Assets Acquired And Liabilities Assumed, Warrants", "terseLabel": "Liability assumed on warrants" } } }, "localname": "BusinessCombinationRecognizedIdentifiableAssetsAcquiredAndLiabilitiesAssumedWarrants", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ChangeInFairValueOfMortgageServicingRights": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 4.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 }, "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 3.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change In Fair Value Of Mortgage Servicing Rights", "label": "Change In Fair Value Of Mortgage Servicing Rights", "negatedTerseLabel": "Change in fair value of mortgage servicing rights", "terseLabel": "Change in fair value of mortgage servicing rights (see Note 5)" } } }, "localname": "ChangeInFairValueOfMortgageServicingRights", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "uwmc_ChangeInFairValueOfRetainedInterest": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 9.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Change In Fair Value Of Retained Interest", "label": "Change In Fair Value Of Retained Interest", "negatedLabel": "Decrease in fair value of investment securities" } } }, "localname": "ChangeInFairValueOfRetainedInterest", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_ClassBAndClassDMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class B And Class D", "label": "Class B And Class D [Member]", "terseLabel": "Class B and Class D" } } }, "localname": "ClassBAndClassDMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "uwmc_ClassOfWarrantOrRightIssued": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Right, Issued", "label": "Class Of Warrant Or Right, Issued", "terseLabel": "Number of warrants issued (in shares)" } } }, "localname": "ClassOfWarrantOrRightIssued", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "sharesItemType" }, "uwmc_ClassOfWarrantOrRightPurchasePrice": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Class Of Warrant Or Right, Purchase Price", "label": "Class Of Warrant Or Right, Purchase Price", "terseLabel": "Purchase price of warrants (in usd per warrant)" } } }, "localname": "ClassOfWarrantOrRightPurchasePrice", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "perUnitItemType" }, "uwmc_CommitmentsToExtendCreditToPotentialBorrowers": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Commitments to extend credit to potential borrowers.", "label": "Commitments To Extend Credit To Potential Borrowers", "terseLabel": "Commitments to extend credit to potential borrowers" } } }, "localname": "CommitmentsToExtendCreditToPotentialBorrowers", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_CommonClassDMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Class D", "label": "Common Class D [Member]", "terseLabel": "Common Class D" } } }, "localname": "CommonClassDMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical", "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY", "http://www.umw.com/role/Cover", "http://www.umw.com/role/EarningsPerShareAdditionalInformationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "uwmc_CommonStockVotingRightsNumber": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Common Stock, Voting Rights, Number", "label": "Common Stock, Voting Rights, Number", "terseLabel": "Number of votes" } } }, "localname": "CommonStockVotingRightsNumber", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "integerItemType" }, "uwmc_CostsIncurredRelatedToBusinessCombinationInvestingActivity": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 6.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Costs Incurred Related To Business Combination, Investing Activity", "label": "Costs Incurred Related To Business Combination, Investing Activity", "negatedLabel": "Costs incurred related to business combination transaction" } } }, "localname": "CostsIncurredRelatedToBusinessCombinationInvestingActivity", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_DepreciationAndAmortizationOfPremisesAndEquipment": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 17.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Depreciation and amortization of premises and equipment.", "label": "Depreciation And Amortization Of Premises And Equipment", "terseLabel": "Depreciation & amortization" } } }, "localname": "DepreciationAndAmortizationOfPremisesAndEquipment", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_DerivativeSettlementReceivable": { "auth_ref": [], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 1.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Derivative Settlement Receivable", "label": "Derivative Settlement Receivable", "terseLabel": "Derivative settlements receivable" } } }, "localname": "DerivativeSettlementReceivable", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_DirectLoanProductionCosts": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 2.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Direct loan production costs.", "label": "Direct Loan Production Costs", "terseLabel": "Direct loan production costs" } } }, "localname": "DirectLoanProductionCosts", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "uwmc_DirectOriginationCosts": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Direct origination costs.", "label": "Direct Origination Costs", "terseLabel": "Direct origination costs" } } }, "localname": "DirectOriginationCosts", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_EffectiveIncomeTaxRateReconciliationPassThroughMembersAmount": { "auth_ref": [], "calculation": { "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails": { "order": 4.0, "parentTag": "us-gaap_IncomeTaxExpenseBenefit", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Effective Income Tax Rate Reconciliation, Pass-Through Members, Amount", "label": "Effective Income Tax Rate Reconciliation, Pass-Through Members, Amount", "negatedLabel": "Income attributable to pass-through members" } } }, "localname": "EffectiveIncomeTaxRateReconciliationPassThroughMembersAmount", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/IncomeTaxesEffectiveIncomeTaxRateReconciliationDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_EscrowAndFiduciaryFundsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Escrow And Fiduciary Funds", "label": "Escrow And Fiduciary Funds [Policy Text Block]", "terseLabel": "Escrow And Fiduciary Funds" } } }, "localname": "EscrowAndFiduciaryFundsPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "uwmc_ExcessServicingCashFlowsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Excess Servicing Cash Flows", "label": "Excess Servicing Cash Flows [Member]", "terseLabel": "Excess Servicing Cash Flows" } } }, "localname": "ExcessServicingCashFlowsMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "uwmc_FNMAFHLMCAndGNMAMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "FNMA, FHLMC And GNMA", "label": "FNMA, FHLMC And GNMA [Member]", "terseLabel": "Ginnie Mae, Freddie Mac and Fannie Mae" } } }, "localname": "FNMAFHLMCAndGNMAMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "domainItemType" }, "uwmc_FinanceLeaseLiabilityRelatedParty": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Finance Lease, Liability, Related Party", "label": "Finance Lease, Liability, Related Party", "terseLabel": "Related party finance lease liability" } } }, "localname": "FinanceLeaseLiabilityRelatedParty", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "monetaryItemType" }, "uwmc_FinanceLeasePrincipalAndInterestPayments": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Finance Lease, Principal And Interest Payments", "label": "Finance Lease, Principal And Interest Payments", "verboseLabel": "Cash paid for amounts included in the measurement of finance lease liabilities - financing and operating cash flows" } } }, "localname": "FinanceLeasePrincipalAndInterestPayments", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/LeasesScheduleofSupplementalCashFlowInformationRelatedtoLeasesDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_FinanceLeaseRightOfUseAssetAfterAccumulatedAmortizationRelatedParty": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Finance Lease, Right-Of-Use Asset, After Accumulated Amortization, Related Party", "label": "Finance Lease, Right-Of-Use Asset, After Accumulated Amortization, Related Party", "terseLabel": "Related party finance lease right-of-use asset" } } }, "localname": "FinanceLeaseRightOfUseAssetAfterAccumulatedAmortizationRelatedParty", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "monetaryItemType" }, "uwmc_ForwardLoanSaleCommitmentsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Forward loan sale commitments.", "label": "Forward Loan Sale Commitments [Member]", "terseLabel": "FLSCs" } } }, "localname": "ForwardLoanSaleCommitmentsMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails", "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "domainItemType" }, "uwmc_GainLossOnSaleOfMortgageServicingRights": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 4.0, "parentTag": "us-gaap_Revenues", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Gain loss on sale of mortgage servicing Rights.", "label": "Gain (Loss) On Sale Of Mortgage Servicing Rights", "terseLabel": "Gain (loss) on sale of mortgage servicing rights" } } }, "localname": "GainLossOnSaleOfMortgageServicingRights", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "uwmc_GoreHoldingsIVIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gore Holdings IV, Inc.", "label": "Gore Holdings IV, Inc. [Member]", "terseLabel": "Gore Holdings IV, Inc." } } }, "localname": "GoreHoldingsIVIncMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails" ], "xbrltype": "domainItemType" }, "uwmc_GoresHoldingsIVIncMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Gores Holdings IV, Inc.", "label": "Gores Holdings IV, Inc. [Member]", "terseLabel": "Gores Holdings IV, Inc." } } }, "localname": "GoresHoldingsIVIncMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesBasisofPresentationandConsolidationDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "domainItemType" }, "uwmc_HoldingsLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Holdings, LLC", "label": "Holdings, LLC [Member]", "terseLabel": "Holdings, LLC" } } }, "localname": "HoldingsLLCMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "domainItemType" }, "uwmc_IncreaseDecreaseInTaxReceivableAgreement": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Increase (Decrease) In Tax Receivable Agreement", "label": "Increase (Decrease) In Tax Receivable Agreement", "negatedTerseLabel": "Additional liability" } } }, "localname": "IncreaseDecreaseInTaxReceivableAgreement", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesTaxReceivableAgreementDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_InterestRateLockCommitmentPullThroughRate": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Interest Rate Lock Commitment Pull Through Rate", "label": "Interest Rate Lock Commitment Pull Through Rate", "terseLabel": "Derivative blended weighted average pullthrough rate (in percent)" } } }, "localname": "InterestRateLockCommitmentPullThroughRate", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/DerivativesAdditionalInformationDetails", "http://www.umw.com/role/DerivativesScheduleofDerivativeInstrumentsDetails" ], "xbrltype": "percentItemType" }, "uwmc_LateAndAncillaryFeeIncomeGeneratedByServicingFinancialAssetsAmount": { "auth_ref": [], "calculation": { "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails": { "order": 1.0, "parentTag": "us-gaap_ContractuallySpecifiedServicingFeesLateFeesAndAncillaryFeesEarnedInExchangeForServicingFinancialAssets", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Late And Ancillary Fee Income Generated By Servicing Financial Assets, Amount", "label": "Late And Ancillary Fee Income Generated By Servicing Financial Assets, Amount", "terseLabel": "Late, ancillary and other fees" } } }, "localname": "LateAndAncillaryFeeIncomeGeneratedByServicingFinancialAssetsAmount", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofLoanServicingIncomeDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_LineOfCreditDueApril232023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due April 23, 2023", "label": "Line Of Credit Due April 23, 2023 [Member]", "terseLabel": "Line of Credit Due April 23, 2023" } } }, "localname": "LineOfCreditDueApril232023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueAugust302023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due August 30, 2023", "label": "Line Of Credit Due August 30, 2023 [Member]", "terseLabel": "Line Of Credit Due August 30, 2023" } } }, "localname": "LineOfCreditDueAugust302023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueDecember212023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due December 21, 2023", "label": "Line Of Credit Due December 21, 2023 [Member]", "terseLabel": "Line of Credit Due December 22, 2022" } } }, "localname": "LineOfCreditDueDecember212023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueFebruary2120241Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due February 21, 2024 1", "label": "Line Of Credit Due February 21, 2024 1 [Member]", "terseLabel": "Line of Credit Due February 22, 2023" } } }, "localname": "LineOfCreditDueFebruary2120241Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueJanuary182023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due January 18, 2023", "label": "Line Of Credit Due January 18, 2023 [Member]", "terseLabel": "Line of Credit Due January 18, 2023" } } }, "localname": "LineOfCreditDueJanuary182023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueJanuary82024Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due January 8, 2024", "label": "Line Of Credit Due January 8, 2024 [Member]", "terseLabel": "Line of Credit Due January 9, 2023" } } }, "localname": "LineOfCreditDueJanuary82024Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueJuly282023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due July 28, 2023", "label": "Line Of Credit Due July 28, 2023 [Member]", "terseLabel": "Line of Credit Due July 28, 2023" } } }, "localname": "LineOfCreditDueJuly282023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueMarch222023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due March 22, 2023", "label": "Line Of Credit Due March 22, 2023 [Member]", "terseLabel": "Line of Credit Due March 22, 2023" } } }, "localname": "LineOfCreditDueMarch222023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueMay232023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due May 23, 2023", "label": "Line Of Credit Due May 23, 2023 [Member]", "terseLabel": "Line of Credit Due May 23, 2022" } } }, "localname": "LineOfCreditDueMay232023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueNovember82023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due November 8, 2023", "label": "Line Of Credit Due November 8, 2023 [Member]", "terseLabel": "Line of Credit Due November 8, 2023" } } }, "localname": "LineOfCreditDueNovember82023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueSeptember262023Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due September 26, 2023", "label": "Line Of Credit Due September 26, 2023 [Member]", "terseLabel": "Line of Credit Due May 25, 2023" } } }, "localname": "LineOfCreditDueSeptember262023Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditDueSeptember62022Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Due September 6, 2022", "label": "Line Of Credit Due September 6, 2022 [Member]", "terseLabel": "Line of Credit Due September 6, 2022" } } }, "localname": "LineOfCreditDueSeptember62022Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditElectedNotToRenewMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit: Elected Not to Renew", "label": "Line Of Credit: Elected Not to Renew [Member]", "terseLabel": "Line of Credit Due September 18, 2023" } } }, "localname": "LineOfCreditElectedNotToRenewMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditThroughEarlyFundingProgramMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit Through Early Funding Program", "label": "Line Of Credit Through Early Funding Program [Member]", "terseLabel": "Line of Credit, EF program" } } }, "localname": "LineOfCreditThroughEarlyFundingProgramMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditWithEarlyFundingASAPMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit With Early Funding, ASAP", "label": "Line Of Credit With Early Funding, ASAP [Member]", "terseLabel": "Line of Credit, ASAP program" } } }, "localname": "LineOfCreditWithEarlyFundingASAPMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LineOfCreditWithEarlyFundingEFMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line Of Credit With Early Funding, EF", "label": "Line Of Credit With Early Funding, EF [Member]", "terseLabel": "Line of Credit, EF" } } }, "localname": "LineOfCreditWithEarlyFundingEFMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_LoansPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Loans, Policy [Text Block]", "label": "Loans [Policy Text Block]", "terseLabel": "Loans Eligible for Repurchase from Ginnie Mae" } } }, "localname": "LoansPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "uwmc_MSRFacilityMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "MSR Facility", "label": "MSR Facility [Member]", "terseLabel": "MSR Facility" } } }, "localname": "MSRFacilityMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "uwmc_ManagementContractInitialTerm": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Management Contract, Initial Term", "label": "Management Contract, Initial Term", "terseLabel": "Contract, initial term" } } }, "localname": "ManagementContractInitialTerm", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "durationItemType" }, "uwmc_ManagementContractRenewalPeriod": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Management Contract, Renewal Period", "label": "Management Contract, Renewal Period", "terseLabel": "Contract, renewal period" } } }, "localname": "ManagementContractRenewalPeriod", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/RelatedPartyTransactionsDetails" ], "xbrltype": "durationItemType" }, "uwmc_MeasurementInputPullThroughRateMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Measurement Input, Pull Through Rate", "label": "Measurement Input, Pull Through Rate [Member]", "terseLabel": "Pullthrough rate (weighted avg)" } } }, "localname": "MeasurementInputPullThroughRateMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsQuantitativeInformationDetails" ], "xbrltype": "domainItemType" }, "uwmc_MinimumCapitalRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Minimum Capital Ratio", "label": "Minimum Capital Ratio", "terseLabel": "Minimum capital ratio" } } }, "localname": "MinimumCapitalRatio", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/RegulatoryNetWorthRequirementsAdditionalDetailsDetails" ], "xbrltype": "percentItemType" }, "uwmc_MortgageLoansFairValueAdjustment": { "auth_ref": [], "calculation": { "http://www.umw.com/role/MortgageLoansatFairValueDetails": { "order": 3.0, "parentTag": "us-gaap_MortgagesHeldForSaleFairValueDisclosure", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Mortgage loans fair value adjustment.", "label": "Mortgage Loans Fair Value Adjustment", "terseLabel": "Fair value adjustment" } } }, "localname": "MortgageLoansFairValueAdjustment", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageLoansatFairValueDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_MortgageServicingInstrumentMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mortgage Servicing Instrument", "label": "Mortgage Servicing Instrument [Member]", "terseLabel": "Mortgage Servicing Instrument" } } }, "localname": "MortgageServicingInstrumentMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/SubsequentEventsDetails" ], "xbrltype": "domainItemType" }, "uwmc_MortgageServicingRightsAndRevenueRecognitionSaleOfMSRsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mortgage Servicing Rights and Revenue Recognition-Sale of MSRs", "label": "Mortgage Servicing Rights and Revenue Recognition-Sale of MSRs [Policy Text Block]", "terseLabel": "Mortgage Servicing Rights and Revenue Recognition" } } }, "localname": "MortgageServicingRightsAndRevenueRecognitionSaleOfMSRsPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "uwmc_MortgageServicingRightsCapitalized": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 3.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Mortgage Servicing Rights Capitalized", "label": "Mortgage Servicing Rights Capitalized", "negatedLabel": "Capitalization of mortgage servicing rights" } } }, "localname": "MortgageServicingRightsCapitalized", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_MortgageServicingRightsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mortgage Servicing Rights [Line Items]", "label": "Mortgage Servicing Rights [Line Items]", "terseLabel": "Mortgage Servicing Rights [Line Items]" } } }, "localname": "MortgageServicingRightsLineItems", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "stringItemType" }, "uwmc_MortgageServicingRightsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mortgage Servicing Rights [Member]", "label": "Mortgage Servicing Rights [Member]", "terseLabel": "MSR", "verboseLabel": "Mortgage servicing rights" } } }, "localname": "MortgageServicingRightsMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails", "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "domainItemType" }, "uwmc_MortgageServicingRightsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mortgage Servicing Rights [Table]", "label": "Mortgage Servicing Rights [Table]", "terseLabel": "Mortgage Servicing Rights [Table]" } } }, "localname": "MortgageServicingRightsTable", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "stringItemType" }, "uwmc_MortgagesHeldForSaleFairValueDisclosureTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Mortgages held for sale fair value disclosure.", "label": "Mortgages Held for Sale Fair Value Disclosure [Text Block]", "terseLabel": "Mortgage Loans at Fair Value" } } }, "localname": "MortgagesHeldForSaleFairValueDisclosureTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageLoansatFairValue" ], "xbrltype": "textBlockItemType" }, "uwmc_MovementInRepresentationAndWarrantyReserveTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Movement In Representation And Warranty Reserve", "label": "Movement In Representation And Warranty Reserve [Table Text Block]", "terseLabel": "Activity of Representation and Warranties Reserve" } } }, "localname": "MovementInRepresentationAndWarrantyReserveTableTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentandContingenciesTables" ], "xbrltype": "textBlockItemType" }, "uwmc_NetAssetsAcquiredLiabilitiesAssumed": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Net Assets Acquired (Liabilities Assumed)", "label": "Net Assets Acquired (Liabilities Assumed)", "terseLabel": "Opening net liabilities of Gores Holdings IV, Inc. acquired" } } }, "localname": "NetAssetsAcquiredLiabilitiesAssumed", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCHANGESINEQUITY" ], "xbrltype": "monetaryItemType" }, "uwmc_NoncontrollingInterestOwnershipPercentage": { "auth_ref": [], "calculation": { "http://www.umw.com/role/NoncontrollingInterestsDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "lang": { "en-us": { "role": { "documentation": "Noncontrolling Interest, Ownership Percentage", "label": "Noncontrolling Interest, Ownership Percentage", "totalLabel": "Ownership Percentage (in percent)" } } }, "localname": "NoncontrollingInterestOwnershipPercentage", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails" ], "xbrltype": "percentItemType" }, "uwmc_NumberOfTriggerEvents": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Number Of Trigger Events", "label": "Number Of Trigger Events", "terseLabel": "Number of trigger events" } } }, "localname": "NumberOfTriggerEvents", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "integerItemType" }, "uwmc_OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Line items representing organization consolidation and presentation of financial statements.", "label": "Organization Consolidation And Presentation Of Financial Statements [Line Items]", "terseLabel": "Organization Consolidation And Presentation Of Financial Statements [Line Items]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsLineItems", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "stringItemType" }, "uwmc_OrganizationConsolidationAndPresentationOfFinancialStatementsTable": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of organization consolidation and presentation of financial statements.", "label": "Organization Consolidation And Presentation Of Financial Statements [Table]", "terseLabel": "Organization Consolidation And Presentation Of Financial Statements [Table]" } } }, "localname": "OrganizationConsolidationAndPresentationOfFinancialStatementsTable", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesMortgageServicingRightsandRevenueRecognitionDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "stringItemType" }, "uwmc_OrganizationPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Organization [Policy Text Block]", "label": "Organization [Policy Text Block]", "terseLabel": "Organization" } } }, "localname": "OrganizationPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "uwmc_PaymentsForRepurchaseOfLoans": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments For Repurchase Of Loans", "label": "Payments For Repurchase Of Loans", "terseLabel": "Loans repurchased" } } }, "localname": "PaymentsForRepurchaseOfLoans", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentsandContingenciesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_PaymentsForTaxReceivableAgreement": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Payments For Tax Receivable Agreement", "label": "Payments For Tax Receivable Agreement", "terseLabel": "Payments for tax receivable agreement" } } }, "localname": "PaymentsForTaxReceivableAgreement", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_PercentageOfBeneficialInterestInSecuritizedAssets": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Percentage Of Beneficial Interest In Securitized Assets", "label": "Percentage Of Beneficial Interest In Securitized Assets", "terseLabel": "Percentage of beneficial interests in securitized assets (in percent)" } } }, "localname": "PercentageOfBeneficialInterestInSecuritizedAssets", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "percentItemType" }, "uwmc_PrivateWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Private Warrants", "label": "Private Warrants [Member]", "terseLabel": "Private Warrants" } } }, "localname": "PrivateWarrantsMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "domainItemType" }, "uwmc_ProceedsFromBusinessCombinationInvestingActivity": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 14.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds From Business Combination, Investing Activity", "label": "Proceeds From Business Combination, Investing Activity", "terseLabel": "Proceeds from business combination transaction" } } }, "localname": "ProceedsFromBusinessCombinationInvestingActivity", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_ProceedsFromMembersContributions": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from members contributions.", "label": "Proceeds from members contributions", "terseLabel": "Member contributions from SFS Corp." } } }, "localname": "ProceedsFromMembersContributions", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_ProceedsFromPaymentsForBorrowingsUnderWarehouseLinesOfCreditNet": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 15.0, "parentTag": "us-gaap_NetCashProvidedByUsedInFinancingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Proceeds from borrowings under warehouse lines of credit net.", "label": "Proceeds From (Payments For) Borrowings Under Warehouse Lines Of Credit Net", "terseLabel": "Net (repayments) borrowings under warehouse lines of credit" } } }, "localname": "ProceedsFromPaymentsForBorrowingsUnderWarehouseLinesOfCreditNet", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_PublicWarrantsMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Public Warrants", "label": "Public Warrants [Member]", "terseLabel": "Public Warrants" } } }, "localname": "PublicWarrantsMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "domainItemType" }, "uwmc_ReceivablesFromSaleOfServicing": { "auth_ref": [], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 5.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Receivables From Sale Of Servicing", "label": "Receivables From Sale Of Servicing", "terseLabel": "Receivables from sales of servicing" } } }, "localname": "ReceivablesFromSaleOfServicing", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_RelatedPartyFinanceLeaseMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related Party Finance Lease", "label": "Related Party Finance Lease [Member]", "terseLabel": "Related Party Finance Lease" } } }, "localname": "RelatedPartyFinanceLeaseMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "uwmc_RelatedPartyOperatingLeaseAssets": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Related party operating lease assets.", "label": "Related Party Operating Lease Assets", "terseLabel": "Related party operating lease right-of-use asset" } } }, "localname": "RelatedPartyOperatingLeaseAssets", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "monetaryItemType" }, "uwmc_RelatedPartyOperatingLeaseExpense": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Related party operating lease expense.", "label": "Related Party Operating Lease Expense", "terseLabel": "Related party operating lease expense" } } }, "localname": "RelatedPartyOperatingLeaseExpense", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/LeasesAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_RelatedPartyOperatingLeaseLiabilities": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Related party operating lease liabilities.", "label": "Related Party Operating Lease Liabilities", "terseLabel": "Related party operating lease liabilities" } } }, "localname": "RelatedPartyOperatingLeaseLiabilities", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETSParenthetical" ], "xbrltype": "monetaryItemType" }, "uwmc_RelatedPartyTransactionsPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Related party transactions [Policy Text Block].", "label": "Related Party Transactions [Policy Text Block]", "terseLabel": "Related Party Transactions" } } }, "localname": "RelatedPartyTransactionsPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "uwmc_RepresentationAndWarrantyReserve": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Representation And Warranty Reserve", "label": "Representation And Warranty Reserve", "periodEndLabel": "Balance, end of period", "terseLabel": "Balance, beginning of period" } } }, "localname": "RepresentationAndWarrantyReserve", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentsandContingenciesActivityofRepresentationandWarrantiesReserveDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_RepresentationAndWarrantyReserveChargedToOperations": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Representation and Warranty Reserve, Charged To Operations", "label": "Representation and Warranty Reserve, Charged To Operations", "terseLabel": "Additions" } } }, "localname": "RepresentationAndWarrantyReserveChargedToOperations", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentsandContingenciesActivityofRepresentationandWarrantiesReserveDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_RepresentationAndWarrantyReserveRealizedGainsLosses": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Representation and Warranty Reserve, Realized Gains (Losses)", "label": "Representation and Warranty Reserve, Realized Gains (Losses)", "terseLabel": "Losses realized, net" } } }, "localname": "RepresentationAndWarrantyReserveRealizedGainsLosses", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentsandContingenciesActivityofRepresentationandWarrantiesReserveDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_RepresentationAndWarrantyReserveRollForward": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Representation And Warranty Reserve", "label": "Representation And Warranty Reserve [Roll Forward]", "terseLabel": "Representation And Warranty Reserve [Roll Forward]" } } }, "localname": "RepresentationAndWarrantyReserveRollForward", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CommitmentsandContingenciesActivityofRepresentationandWarrantiesReserveDetails" ], "xbrltype": "stringItemType" }, "uwmc_ReserveForRepresentationsAndWarranties": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 2.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Reserve for representations and warranties.", "label": "Reserve For Representations And Warranties", "terseLabel": "Reserve for representations and warranties" } } }, "localname": "ReserveForRepresentationsAndWarranties", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_RetainedInterest": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 4.0, "parentTag": "us-gaap_Assets", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Retained Interest", "label": "Retained Interest", "terseLabel": "Investment securities at fair value, pledged" } } }, "localname": "RetainedInterest", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS", "http://www.umw.com/role/VariableInterestEntitiesDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_RetentionOfInvestmentSecurities": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS": { "order": 16.0, "parentTag": "us-gaap_NetCashProvidedByUsedInOperatingActivities", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Retention Of Investment Securities", "label": "Retention Of Investment Securities", "negatedTerseLabel": "Retention of investment securities" } } }, "localname": "RetentionOfInvestmentSecurities", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFCASHFLOWS" ], "xbrltype": "monetaryItemType" }, "uwmc_RevolvingCreditAgreementMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Revolving Credit Agreement", "label": "Revolving Credit Agreement [Member]", "terseLabel": "Revolving Credit Agreement" } } }, "localname": "RevolvingCreditAgreementMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "uwmc_RisksAndUncertaintiesPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Risks And Uncertainties", "label": "Risks And Uncertainties [Policy Text Block]", "terseLabel": "Risks And Uncertainties" } } }, "localname": "RisksAndUncertaintiesPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" }, "uwmc_SFSCorpMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "SFS Corp", "label": "SFS Corp [Member]", "terseLabel": "SFS Corp" } } }, "localname": "SFSCorpMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/NoncontrollingInterestsDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "uwmc_SaleOfUnitPricePerUnit": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Sale Of Unit, Price Per Unit", "label": "Sale Of Unit, Price Per Unit", "terseLabel": "Unit price (in usd per unit)" } } }, "localname": "SaleOfUnitPricePerUnit", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "perUnitItemType" }, "uwmc_ScheduleOfAdditionalSupplementalFlowInformationRelatedToLeasesTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule of additional supplemental flow information related to leases.", "label": "Schedule Of Additional Supplemental Flow Information Related To Leases [Table Text Block]", "terseLabel": "Schedule of Additional Supplemental Flow Information Related to Leases" } } }, "localname": "ScheduleOfAdditionalSupplementalFlowInformationRelatedToLeasesTableTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/LeasesTables" ], "xbrltype": "textBlockItemType" }, "uwmc_ScheduleOfFeesRecognizedInExchangeForServicingFinancialAssetsTableTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Schedule Of Fees Recognized In Exchange For Servicing Financial Assets", "label": "Schedule Of Fees Recognized In Exchange For Servicing Financial Assets [Table Text Block]", "terseLabel": "Summary of Loan Servicing Income" } } }, "localname": "ScheduleOfFeesRecognizedInExchangeForServicingFinancialAssetsTableTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsTables" ], "xbrltype": "textBlockItemType" }, "uwmc_SeniorUnsecuredNotesDueApril152029Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Unsecured Notes Due April 15, 2029", "label": "Senior Unsecured Notes Due April 15, 2029 [Member]", "terseLabel": "2029 Senior Notes, due 4/15/29" } } }, "localname": "SeniorUnsecuredNotesDueApril152029Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "domainItemType" }, "uwmc_SeniorUnsecuredNotesDueJune152027Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Unsecured Notes Due June 15, 2027", "label": "Senior Unsecured Notes Due June 15, 2027 [Member]", "terseLabel": "2027 Senior Notes, due 6/15/27" } } }, "localname": "SeniorUnsecuredNotesDueJune152027Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "domainItemType" }, "uwmc_SeniorUnsecuredNotesDueNovember152025Member": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Senior Unsecured Notes Due November 15, 2025", "label": "Senior Unsecured Notes Due November 15, 2025 [Member]", "verboseLabel": "2025 Senior Notes, due 11/15/25" } } }, "localname": "SeniorUnsecuredNotesDueNovember152025Member", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsOtherFinancialInstrumentsDetails", "http://www.umw.com/role/OtherBorrowingsAdditionalInformationDetails", "http://www.umw.com/role/OtherBorrowingsSummaryofSeniorUnsecuredNotesDetails" ], "xbrltype": "domainItemType" }, "uwmc_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInCostServicing": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sensitivity analysis of fair value of interests continued to be held by transferor servicing assets or liabilities impact of 10 percent adverse change in cost servicing.", "label": "Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of 10 Percent Adverse Change in Cost Servicing", "negatedTerseLabel": "+ 10% adverse change \u2013 effect on value, cost of servicing" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf10PercentAdverseChangeInCostServicing", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInCostServicing": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Sensitivity analysis of fair value of interests continued to be held by transferor servicing assets or liabilities impact of 20 percent adverse change in cost servicing.", "label": "Sensitivity Analysis of Fair Value of Interests Continued to be Held by Transferor, Servicing Assets or Liabilities, Impact of 20 Percent Adverse Change in Cost Servicing", "negatedTerseLabel": "+ 20% adverse change \u2013 effect on value, cost of servicing" } } }, "localname": "SensitivityAnalysisOfFairValueOfInterestsContinuedToBeHeldByTransferorServicingAssetsOrLiabilitiesImpactOf20PercentAdverseChangeInCostServicing", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsScheduleofAnalysisofChangeinFairValueDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAdvances": { "auth_ref": [], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 3.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Servicing Advances", "label": "Servicing Advances", "terseLabel": "Servicing advances" } } }, "localname": "ServicingAdvances", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetAtAmortizedValueImpairmentRecovery": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Servicing Asset At Amortized Value (Impairment) Recovery", "label": "Servicing Asset At Amortized Value (Impairment) Recovery", "terseLabel": "Recovery/(Impairment)" } } }, "localname": "ServicingAssetAtAmortizedValueImpairmentRecovery", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetAtAmortizedValueLoanPaid": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Servicing Asset at Amortized Value Loan Paid", "label": "Servicing Asset at Amortized Value Loan Paid", "terseLabel": "Loans paid in full" } } }, "localname": "ServicingAssetAtAmortizedValueLoanPaid", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetAtFairValueChangeInFairValueAbstract": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Servicing Asset At Fair Value, Change In Fair Value", "label": "Servicing Asset At Fair Value, Change In Fair Value [Abstract]", "terseLabel": "Changes in fair value:" } } }, "localname": "ServicingAssetAtFairValueChangeInFairValueAbstract", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "stringItemType" }, "uwmc_ServicingAssetAtFairValueChangesInFairValue": { "auth_ref": [], "calculation": { "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails": { "order": null, "parentTag": null, "root": true, "weight": null } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Servicing Asset At Fair Value, Changes In Fair Value", "label": "Servicing Asset At Fair Value, Changes In Fair Value", "totalLabel": "Changes in fair value of mortgage servicing rights" } } }, "localname": "ServicingAssetAtFairValueChangesInFairValue", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetAtFairValueReservesAndTransactionCostsOnDisposal": { "auth_ref": [], "calculation": { "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails": { "order": 3.0, "parentTag": "uwmc_ServicingAssetAtFairValueChangesInFairValue", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Servicing Asset At Fair Value, Reserves And Transaction Costs On Disposal", "label": "Servicing Asset At Fair Value, Reserves And Transaction Costs On Disposal", "negatedTerseLabel": "Net reserves and transaction costs on sales of servicing rights", "terseLabel": "Net reserves and transaction costs on sales of servicing rights" } } }, "localname": "ServicingAssetAtFairValueReservesAndTransactionCostsOnDisposal", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails", "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetAtFairValueSettlements": { "auth_ref": [], "calculation": { "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails": { "order": 2.0, "parentTag": "uwmc_ServicingAssetAtFairValueChangesInFairValue", "weight": -1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Servicing Asset At Fair Value, Settlements", "label": "Servicing Asset At Fair Value, Settlements", "negatedLabel": "Due to collection/realization of cash flows/other", "negatedTerseLabel": "Due to collection/realization of cash flows and other" } } }, "localname": "ServicingAssetAtFairValueSettlements", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofMortgageServicingRightsActivityDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetSold": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Servicing Asset Sold", "label": "Servicing Asset Sold", "terseLabel": "MSRs sold" } } }, "localname": "ServicingAssetSold", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsAdditionalInformationDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValueCostOfServicing": { "auth_ref": [], "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Estimated rate of prepayments of principal on servicing assets and servicing liabilities cost of servicing.", "label": "Servicing Assets and Servicing Liabilities at Fair Value, Assumptions Used to Estimate Fair Value, Cost of Servicing", "terseLabel": "Cost of servicing" } } }, "localname": "ServicingAssetsAndServicingLiabilitiesAtFairValueAssumptionsUsedToEstimateFairValueCostOfServicing", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/MortgageServicingRightsSummaryofKeyUnobservableInputsUsedinDeterminingtheFairValueDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingCosts": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS": { "order": 6.0, "parentTag": "us-gaap_OperatingExpenses", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Servicing costs.", "label": "Servicing costs", "terseLabel": "Servicing costs" } } }, "localname": "ServicingCosts", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDSTATEMENTSOFOPERATIONS" ], "xbrltype": "monetaryItemType" }, "uwmc_ServicingFeeReceivables": { "auth_ref": [], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 2.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Servicing Fee Receivables", "label": "Servicing Fee Receivables", "terseLabel": "Servicing fees" } } }, "localname": "ServicingFeeReceivables", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_ShareBasedPaymentArrangementTrancheFourMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Share-Based Payment Arrangement, Tranche Four", "label": "Share-Based Payment Arrangement, Tranche Four [Member]", "terseLabel": "Tranche Four" } } }, "localname": "ShareBasedPaymentArrangementTrancheFourMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/StockBasedCompensationAdditionalInformationDetails" ], "xbrltype": "domainItemType" }, "uwmc_StockholdersEquityNoteExchangeRatio": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Stockholders' Equity Note, Exchange Ratio", "label": "Stockholders' Equity Note, Exchange Ratio", "terseLabel": "Exchange ratio (in shares)" } } }, "localname": "StockholdersEquityNoteExchangeRatio", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "sharesItemType" }, "uwmc_TaxReceivableAgreementLiability": { "auth_ref": [], "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Tax Receivable Agreement, Liability", "label": "Tax Receivable Agreement, Liability", "terseLabel": "Tax receivable agreement liability" } } }, "localname": "TaxReceivableAgreementLiability", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/IncomeTaxesDetails", "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesTaxReceivableAgreementDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_UWMLLCMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "UWM, LLC", "label": "UWM, LLC [Member]", "terseLabel": "UWM" } } }, "localname": "UWMLLCMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "uwmc_UnitsIssuedDuringPeriodNewIssues": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Units Issued During Period, New Issues", "label": "Units Issued During Period, New Issues", "terseLabel": "Number of units issued during period (in shares)" } } }, "localname": "UnitsIssuedDuringPeriodNewIssues", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPublicandPrivateWarrantsDetails" ], "xbrltype": "sharesItemType" }, "uwmc_UwmHoldingsCorporationMember": { "auth_ref": [], "lang": { "en-us": { "role": { "label": "UWM Holdings Corporation [Member]", "terseLabel": "UWM Holdings Corporation" } } }, "localname": "UwmHoldingsCorporationMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesOrganizationDetails" ], "xbrltype": "domainItemType" }, "uwmc_WarehouseAfterDeadlineFunding": { "auth_ref": [], "calculation": { "http://www.umw.com/role/AccountsReceivableNetDetails": { "order": 6.0, "parentTag": "us-gaap_AccountsReceivableNet", "weight": 1.0 } }, "crdr": "debit", "lang": { "en-us": { "role": { "documentation": "Warehouse After Deadline Funding", "label": "Warehouse After Deadline Funding", "terseLabel": "Warehouse bank receivable" } } }, "localname": "WarehouseAfterDeadlineFunding", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/AccountsReceivableNetDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_WarehouseLineOfCreditMember": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warehouse Line of Credit.", "label": "Warehouse Line of Credit [Member]", "terseLabel": "Warehouse Line of Credit" } } }, "localname": "WarehouseLineOfCreditMember", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditAdditionalInformationDetails", "http://www.umw.com/role/WarehouseAndOtherSecuredLinesOfCreditSummaryofLineofCreditDetails" ], "xbrltype": "domainItemType" }, "uwmc_WarehouseLinesOfCreditFacility": { "auth_ref": [], "calculation": { "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS": { "order": 1.0, "parentTag": "us-gaap_Liabilities", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Warehouse Lines Of Credit Facility.", "label": "Warehouse Lines Of Credit Facility", "terseLabel": "Warehouse lines of credit" } } }, "localname": "WarehouseLinesOfCreditFacility", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/CONSOLIDATEDBALANCESHEETS" ], "xbrltype": "monetaryItemType" }, "uwmc_WarrantsFairValueDisclosure": { "auth_ref": [], "calculation": { "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails": { "order": 2.0, "parentTag": "us-gaap_FinancialLiabilitiesFairValueDisclosure", "weight": 1.0 } }, "crdr": "credit", "lang": { "en-us": { "role": { "documentation": "Warrants, Fair Value Disclosure", "label": "Warrants, Fair Value Disclosure", "terseLabel": "Public and Private Warrants" } } }, "localname": "WarrantsFairValueDisclosure", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/FairValueMeasurementsScheduleofFinancialAssetsandLiabilitiesMeasuredatFairValueonRecurringBasisDetails" ], "xbrltype": "monetaryItemType" }, "uwmc_WarrantsPolicyPolicyTextBlock": { "auth_ref": [], "lang": { "en-us": { "role": { "documentation": "Warrants, Policy", "label": "Warrants, Policy [Policy Text Block]", "terseLabel": "Public and Private Warrants" } } }, "localname": "WarrantsPolicyPolicyTextBlock", "nsuri": "http://www.umw.com/20221231", "presentation": [ "http://www.umw.com/role/OrganizationBasisofPresentationandSummaryofSignificantAccountingPoliciesPolicies" ], "xbrltype": "textBlockItemType" } }, "unitCount": 8 } }, "std_ref": { "r0": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(19))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r1": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(20))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r10": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(32))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r100": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=d3e5614-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r101": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r102": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r103": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r104": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r105": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5728-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r106": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r107": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6759159-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r108": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5747-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r109": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=SL6228884-111685", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r11": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19(b),22(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r110": { "Name": "Accounting Standards Codification", "Paragraph": "4I", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4590271-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r111": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r112": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "810", "URI": "https://asc.fasb.org/topic&trid=2197479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r113": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579240-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r114": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r115": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5580258-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r116": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41620-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r117": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41638-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r118": { "Name": "Accounting Standards Codification", "Paragraph": "4A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5618551-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r119": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r12": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.19-26)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r120": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r121": { "Name": "Accounting Standards Codification", "Paragraph": "4B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624163-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r122": { "Name": "Accounting Standards Codification", "Paragraph": "4C", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624171-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r123": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624177-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r124": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41641-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r125": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41675-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r126": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=d3e41678-113959", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r127": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "25", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=121577467&loc=d3e76258-113986", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r128": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "815", "URI": "https://asc.fasb.org/topic&trid=2229140", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r129": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r13": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r130": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r131": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r132": { "Name": "Accounting Standards Codification", "Paragraph": "6A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=SL6742756-110258", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r133": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13467-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r134": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13476-108611", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r135": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14172-108612", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r136": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "230", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=123444420&loc=d3e33268-110906", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r137": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28541-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r138": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28551-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r139": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124435984&loc=d3e28555-108399", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r14": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.22)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r140": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=114775985&loc=d3e28878-108400", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r141": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r142": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r143": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r144": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r145": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a),(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r146": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r147": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r148": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "25", "SubTopic": "20", "Topic": "940", "URI": "https://asc.fasb.org/extlink&oid=126941158&loc=d3e41242-110953", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r149": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(10))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r15": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.29-31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r150": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(11))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r151": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(13))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r152": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r153": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(15)(5))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r154": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(16))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r155": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r156": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03(23))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r157": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10(3))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r158": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.10)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r159": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.15(1),(5))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r16": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.3,4)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r160": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.9-03.16)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=126897435&loc=d3e534808-122878", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r161": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(15))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r162": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(22))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r163": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.1)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r164": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.13(h))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r165": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04.9)", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r166": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "405", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=6957935&loc=d3e64057-112817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r167": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Subparagraph": "e", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r168": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "470", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=123599511&loc=d3e64711-112823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r169": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(15)(b)(2))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r17": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02.31)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r170": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r171": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(10))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r172": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(12))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r173": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(15)(5))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r174": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(16))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r175": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(23)(a)(4))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r176": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(24))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r177": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(25))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r178": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(a)(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r179": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.15)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r18": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(10))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r180": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.16(a))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r181": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03.3)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r182": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(18))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r183": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(8))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r184": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04.3(a))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r185": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r186": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://fasb.org/us-gaap/role/ref/otherTransitionRef" }, "r187": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r188": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "105", "URI": "https://asc.fasb.org/extlink&oid=126987489&loc=SL124442142-165695", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r189": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=124429488&loc=d3e326-107755", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r19": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(20))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r190": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "205", "URI": "https://asc.fasb.org/extlink&oid=109222650&loc=SL51721683-107760", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r191": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r192": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(13))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r193": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(14))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r194": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(17))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r195": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(18))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r196": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(27)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r197": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r198": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r199": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(a)(2))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r2": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(22))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r20": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r200": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(3)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r201": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(4))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r202": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=51824906&loc=SL20225862-175312", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r203": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226008-175313", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r204": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226013-175313", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r205": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669619-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r206": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126968391&loc=SL7669625-108580", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r207": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL116659661-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r208": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442407-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r209": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124442411-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r21": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.19)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r210": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r211": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(210.5-03(11))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r212": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(1))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r213": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(25))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r214": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3367-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r215": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3000-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r216": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r217": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r218": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r219": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(c))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r22": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.3)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r220": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r221": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(2))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r222": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r223": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(1)(iii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r224": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(m)(2)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r225": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(n))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r226": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.12-04(a))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e24072-122690", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r227": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r228": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r229": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r23": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.4)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r230": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21728-107793", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r231": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r232": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22499-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r233": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r234": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22694-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r235": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=SL124452830-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r236": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22583-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r237": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r238": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r239": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r24": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03.9)", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r240": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22644-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r241": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22658-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r242": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22663-107794", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r243": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.M.Q2)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=122038215&loc=d3e31137-122693", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r244": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1448-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r245": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1377-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r246": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1505-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r247": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1252-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r248": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1278-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r249": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r25": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r250": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(1)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r251": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(2)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r252": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)(3)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1930-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r253": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r254": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r255": { "Name": "Accounting Standards Codification", "Paragraph": "60B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=SL5780133-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r256": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e1337-109256", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r257": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r258": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r259": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3630-109257", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r26": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3179-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r260": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=109243012&loc=SL65017193-207537", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r261": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e3842-109258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r262": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "260", "URI": "https://asc.fasb.org/topic&trid=2144383", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r263": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70191-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r264": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r265": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70258-108054", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r266": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70434-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r267": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=6373374&loc=d3e70478-108055", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r268": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r269": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e5967-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r27": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3213-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r270": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6161-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r271": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6191-108592", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r272": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r273": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r274": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r275": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r276": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r277": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8736-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r278": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r279": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r28": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3255-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r280": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r281": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r282": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r283": { "Name": "Accounting Standards Codification", "Paragraph": "29", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8864-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r284": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r285": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r286": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r287": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r288": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r289": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r29": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r290": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r291": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8933-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r292": { "Name": "Accounting Standards Codification", "Paragraph": "40", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9031-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r293": { "Name": "Accounting Standards Codification", "Paragraph": "41", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9038-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r294": { "Name": "Accounting Standards Codification", "Paragraph": "42", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e9054-108599", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r295": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4428-111522", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r296": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5074-111524", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r297": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=d3e27232-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r298": { "Name": "Accounting Standards Codification", "Paragraph": "5A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "320", "URI": "https://asc.fasb.org/extlink&oid=126970911&loc=SL120269820-111563", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r299": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r3": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(24))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r30": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r300": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r301": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(3)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r302": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)(4)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=122640432&loc=SL121648383-210437", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r303": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255206&loc=SL82895884-210446", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r304": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919244-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r305": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r306": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r307": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919249-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r308": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919253-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r309": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919258-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r31": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3291-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r310": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124255953&loc=SL82919230-210447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r311": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922888-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r312": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922895-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r313": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=124269663&loc=SL82922900-210455", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r314": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r315": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "440", "URI": "https://asc.fasb.org/extlink&oid=123406679&loc=d3e25336-109308", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r316": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14435-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r317": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14557-108349", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r318": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q2)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r319": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "20", "Subparagraph": "(SAB Topic 5.Y.Q4)", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=27011672&loc=d3e149879-122751", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r32": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3521-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r320": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r321": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r322": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r323": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r324": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r325": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(i))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r326": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(A))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r327": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(B))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r328": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iii)(C))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r329": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(4)(iv))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r33": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r330": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-02(a)(5))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442552-122756", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r331": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r332": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r333": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r334": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(e)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r335": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(f)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r336": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r337": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(h)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r338": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(i)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r339": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r34": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3536-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r340": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r341": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r342": { "Name": "Accounting Standards Codification", "Paragraph": "1C", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495334-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r343": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r344": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r345": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495340-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r346": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r347": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r348": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r349": { "Name": "Accounting Standards Codification", "Paragraph": "1E", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495348-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r35": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r350": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r351": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r352": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r353": { "Name": "Accounting Standards Codification", "Paragraph": "1F", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495355-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r354": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r355": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r356": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r357": { "Name": "Accounting Standards Codification", "Paragraph": "1I", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495371-112611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r358": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r359": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466204&loc=SL6031897-161870", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r36": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r360": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r361": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r362": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r363": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r364": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496171-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r365": { "Name": "Accounting Standards Codification", "Paragraph": "18", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496189-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r366": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r367": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r368": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r369": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(i)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r37": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r370": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r371": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r372": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(A)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r373": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(B)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r374": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(02)(C)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r375": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(03)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r376": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r377": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(d)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r378": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(f)(3)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450657-114947", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r379": { "Name": "Accounting Standards Codification", "Paragraph": "1D", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=SL116886442-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r38": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3044-108585", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r380": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4534-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r381": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "35", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126961718&loc=d3e4549-113899", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r382": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r383": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r384": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r385": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r386": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r387": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r388": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r389": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r39": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4273-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r390": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r391": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r392": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r393": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r394": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r395": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r396": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r397": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r398": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r399": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r4": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(a))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r40": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=d3e4297-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r400": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r401": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r402": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r403": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r404": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r405": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r406": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r407": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r408": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r409": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r41": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126999549&loc=SL98516268-108586", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r410": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r411": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r412": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r413": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r414": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(h)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r415": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r416": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(l)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r417": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r418": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r419": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(f)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128097895&loc=SL121327923-165333", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r42": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "235", "URI": "https://asc.fasb.org/topic&trid=2122369", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r420": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 14.D.2.Q6)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=122041274&loc=d3e301413-122809", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r421": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "https://asc.fasb.org/topic&trid=2228938", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r422": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "35", "Subparagraph": "(a)", "Topic": "720", "URI": "https://asc.fasb.org/extlink&oid=6420018&loc=d3e36677-107848", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r423": { "Name": "Accounting Standards Codification", "Paragraph": "10B", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=SL37586934-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r424": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32247-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r425": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e32280-109318", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r426": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32672-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r427": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r428": { "Name": "Accounting Standards Codification", "Paragraph": "14", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32705-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r429": { "Name": "Accounting Standards Codification", "Paragraph": "15A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=SL6600010-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r43": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6061-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r430": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32809-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r431": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32840-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r432": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r433": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r434": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32847-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r435": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32857-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r436": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r437": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r438": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r439": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r44": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6132-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r440": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(3)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=126983759&loc=SL121830611-158277", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r441": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.5.Q1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r442": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r443": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.1)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r444": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.Fact.2)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r445": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.C)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330215-122817", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r446": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123586238&loc=d3e38679-109324", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r447": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "270", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424409&loc=d3e44925-109338", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r448": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=6424122&loc=d3e41874-109331", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r449": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "740", "URI": "https://asc.fasb.org/topic&trid=2144680", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r45": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "275", "URI": "https://asc.fasb.org/extlink&oid=99393423&loc=d3e6143-108592", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r450": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=128092470&loc=d3e4946-128472", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r451": { "Name": "Accounting Standards Codification", "Paragraph": "19", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4569616-111683", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r452": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r453": { "Name": "Accounting Standards Codification", "Paragraph": "25", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=116870748&loc=SL6758485-165988", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r454": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r455": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=109239629&loc=SL4573702-111684", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r456": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bb)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r457": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=123419778&loc=d3e5710-111685", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r458": { "Name": "Accounting Standards Codification", "Paragraph": "4E", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5624181-113959", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r459": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126731327&loc=d3e90205-114008", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r46": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/subtopic&trid=2196772", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r460": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(1)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r461": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(b)(2)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r462": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r463": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r464": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(4)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r465": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r466": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r467": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r468": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r469": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(bbb)(2)", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r47": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r470": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19207-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r471": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "820", "URI": "https://asc.fasb.org/extlink&oid=126976982&loc=d3e19279-110258", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r472": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594809&loc=d3e13220-108610", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r473": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123594938&loc=d3e13433-108611", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r474": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r475": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32136-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r476": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r477": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r478": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r479": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Subparagraph": "(d)", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=118261656&loc=d3e32211-110900", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r48": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r480": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32583-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r481": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "830", "URI": "https://asc.fasb.org/extlink&oid=6450520&loc=d3e32618-110901", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r482": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=6450988&loc=d3e26243-108391", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r483": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Topic": "835", "URI": "https://asc.fasb.org/extlink&oid=124429444&loc=SL124452920-239629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r484": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128293352&loc=SL126838806-209984", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r485": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r486": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918627-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r487": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918638-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r488": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r489": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918643-209977", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r49": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r490": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918666-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r491": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918673-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r492": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r493": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r494": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r495": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(2)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r496": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(3)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r497": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(g)(4)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918686-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r498": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r499": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/subtopic&trid=77888251", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r5": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(26)(b))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r50": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "360", "URI": "https://asc.fasb.org/extlink&oid=6391035&loc=d3e2868-110229", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r500": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r501": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(01)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r502": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "10", "Subparagraph": "(a)(3)(iii)(03)", "Topic": "848", "URI": "https://asc.fasb.org/extlink&oid=125980421&loc=SL125981372-237846", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r503": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r504": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r505": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r506": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r507": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39691-107864", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r508": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "850", "URI": "https://asc.fasb.org/topic&trid=2122745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r509": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r51": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "360", "URI": "https://asc.fasb.org/topic&trid=2155823", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r510": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314017-165662", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r511": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "855", "URI": "https://asc.fasb.org/topic&trid=2122774", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r512": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r513": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r514": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r515": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r516": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r517": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(bb)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r518": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r519": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r52": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "440", "URI": "https://asc.fasb.org/topic&trid=2144648", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r520": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r521": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r522": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(cc)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r523": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(5)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r524": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r525": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r526": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r527": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r528": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r529": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r53": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "460", "URI": "https://asc.fasb.org/extlink&oid=126907703&loc=d3e12565-110249", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r530": { "Name": "Accounting Standards Codification", "Paragraph": "4D", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=SL51823488-111719", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r531": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "30", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=66007379&loc=d3e113888-111728", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r532": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r533": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(1)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r534": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r535": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL6224234-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r536": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r537": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=109249958&loc=SL34722452-111729", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r538": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "50", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=6469459&loc=d3e122492-111745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r539": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=6469459&loc=d3e122501-111745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r54": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123465755&loc=SL6230698-112601", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r540": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=6469459&loc=d3e122501-111745", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r541": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r542": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r543": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(d)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r544": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r545": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r546": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r547": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r548": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r549": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(ii)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r55": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "470", "URI": "https://asc.fasb.org/topic&trid=2208564", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r550": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r551": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r552": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r553": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r554": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r555": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(5)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r556": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r557": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(7)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r558": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r559": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(d)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r56": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=109262497&loc=d3e20148-110875", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r560": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r561": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r562": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(e)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r563": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "860", "URI": "https://asc.fasb.org/topic&trid=2197590", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r564": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "910", "URI": "https://asc.fasb.org/extlink&oid=126937589&loc=SL119991595-234733", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r565": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 11.L)", "Topic": "924", "URI": "https://asc.fasb.org/extlink&oid=6472922&loc=d3e499488-122856", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r566": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r567": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61929-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r568": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r569": { "Name": "Accounting Standards Codification", "Paragraph": "20", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62059-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r57": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(CFRR 211.02)", "Topic": "480", "URI": "https://asc.fasb.org/extlink&oid=122040564&loc=d3e177068-122764", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r570": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r571": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62395-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r572": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r573": { "Name": "Accounting Standards Codification", "Paragraph": "33", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e62479-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r574": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(a)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r575": { "Name": "Accounting Standards Codification", "Paragraph": "35A", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(b)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=SL6807758-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r576": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(1)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r577": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "235", "Subparagraph": "(c)(2)", "Topic": "932", "URI": "https://asc.fasb.org/extlink&oid=126939881&loc=d3e61872-109447", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r578": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.9-04(27))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r579": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "235", "Subparagraph": "(SX 210.9-05(b)(2))", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=120399901&loc=d3e537907-122884", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r58": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=65888546&loc=d3e21300-112643", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r580": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "942", "URI": "https://asc.fasb.org/extlink&oid=124429447&loc=SL124453093-239630", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r581": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "210", "Subparagraph": "(SX 210.7-03(5))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126734703&loc=d3e572229-122910", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r582": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(23))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r583": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "220", "Subparagraph": "(SX 210.7-04(9))", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=120400993&loc=SL114874131-224263", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r584": { "Name": "Accounting Standards Codification", "Paragraph": "7A", "Publisher": "FASB", "Section": "50", "SubTopic": "40", "Subparagraph": "(d)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124506351&loc=SL117782755-158439", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r585": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r586": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r587": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(f)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r588": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r589": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(i)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r59": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21459-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r590": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(ii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r591": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iii)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r592": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(g)(2)(iv)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r593": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(1)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r594": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(h)(2)", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=124501264&loc=SL117420844-207641", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r595": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r596": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r597": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r598": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r599": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47080-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r6": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(28))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r60": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21553-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r600": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47214-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r601": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47214-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r602": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47214-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r603": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47214-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r604": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47214-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r605": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47214-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r606": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r607": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r608": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=6490092&loc=d3e47304-110998", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r609": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Topic": "948", "URI": "https://asc.fasb.org/extlink&oid=124265262&loc=d3e48678-111004", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r61": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21463-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r610": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "310", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=126942793&loc=d3e3073-115593", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r611": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(a)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r612": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "440", "Subparagraph": "(d)", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491277&loc=d3e6429-115629", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r613": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "450", "Topic": "954", "URI": "https://asc.fasb.org/extlink&oid=6491354&loc=d3e6049-115624", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r614": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Subparagraph": "(d)", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99779-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r615": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=d3e99893-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r616": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "360", "Topic": "958", "URI": "https://asc.fasb.org/extlink&oid=126982197&loc=SL120174063-112916", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r617": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "360", "Subparagraph": "(SX 210.12-28(Footnote 4))", "Topic": "970", "URI": "https://asc.fasb.org/extlink&oid=120402810&loc=d3e638233-123024", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r618": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(c)", "Topic": "976", "URI": "https://asc.fasb.org/extlink&oid=6497875&loc=d3e22274-108663", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r619": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "310", "Subparagraph": "(b)", "Topic": "978", "URI": "https://asc.fasb.org/extlink&oid=126945304&loc=d3e27327-108691", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r62": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21475-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r620": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2003/role/disclosureRef" }, "r621": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=124098289&loc=d3e6676-107765", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r622": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226024-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r623": { "Name": "Accounting Standards Codification", "Paragraph": "21", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226049-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r624": { "Name": "Accounting Standards Codification", "Paragraph": "22", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=99393222&loc=SL20226052-175313", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r625": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=126899994&loc=d3e18823-107790", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r626": { "Name": "Accounting Standards Codification", "Paragraph": "52", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=128363288&loc=d3e4984-109258", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r627": { "Name": "Accounting Standards Codification", "Paragraph": "30", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8906-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r628": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "280", "URI": "https://asc.fasb.org/extlink&oid=126901519&loc=d3e8924-108599", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r629": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "30", "Topic": "326", "URI": "https://asc.fasb.org/extlink&oid=121590138&loc=SL82922954-210456", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r63": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21484-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r630": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r631": { "Name": "Accounting Standards Codification", "Paragraph": "69B", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495735-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r632": { "Name": "Accounting Standards Codification", "Paragraph": "69C", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495737-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r633": { "Name": "Accounting Standards Codification", "Paragraph": "69E", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r634": { "Name": "Accounting Standards Codification", "Paragraph": "69F", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466577&loc=SL123495745-112612", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r635": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=SL123496158-112644", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r636": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(ii)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r637": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)(iv)(01)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r638": { "Name": "Accounting Standards Codification", "Paragraph": "17", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123450688&loc=d3e4179-114921", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r639": { "Name": "Accounting Standards Codification", "Paragraph": "11", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450702-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r64": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21488-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r640": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "80", "Subparagraph": "(a)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=65877416&loc=SL14450673-114947", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r641": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "55", "SubTopic": "80", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=35742348&loc=SL14450788-114948", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r642": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r643": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r644": { "Name": "Accounting Standards Codification", "Paragraph": "4J", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591551-111686", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r645": { "Name": "Accounting Standards Codification", "Paragraph": "4K", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=120409616&loc=SL4591552-111686", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r646": { "Name": "Accounting Standards Codification", "Paragraph": "53", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123414884&loc=SL77918982-209971", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r647": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "55", "SubTopic": "10", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=84165509&loc=d3e56426-112766", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r648": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(d)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r649": { "Name": "Accounting Standards Codification", "Paragraph": "29F", "Publisher": "FASB", "Section": "55", "SubTopic": "40", "Topic": "944", "URI": "https://asc.fasb.org/extlink&oid=126561865&loc=SL117819544-158441", "role": "http://www.xbrl.org/2003/role/exampleRef" }, "r65": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21506-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r650": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r651": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-2", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r652": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "b-23", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r653": { "Name": "Exchange Act", "Number": "240", "Publisher": "SEC", "Section": "12", "Subsection": "d1-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r654": { "Name": "Form 10-K", "Number": "249", "Publisher": "SEC", "Section": "310", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r655": { "Name": "Form 20-F", "Number": "249", "Publisher": "SEC", "Section": "220", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r656": { "Name": "Form 40-F", "Number": "249", "Publisher": "SEC", "Section": "240", "Subsection": "f", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r657": { "Name": "Forms 10-K, 10-Q, 20-F", "Number": "240", "Publisher": "SEC", "Section": "13", "Subsection": "a-1", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r658": { "Name": "Regulation S-T", "Number": "232", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r659": { "Name": "Securities Act", "Number": "230", "Publisher": "SEC", "Section": "405", "role": "http://www.xbrl.org/2003/role/presentationRef" }, "r66": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21521-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r660": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "272", "URI": "https://asc.fasb.org/extlink&oid=125520817&loc=d3e70229-108054", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r661": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "450", "URI": "https://asc.fasb.org/extlink&oid=121557415&loc=d3e14615-108349", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r662": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "855", "URI": "https://asc.fasb.org/extlink&oid=6842918&loc=SL6314020-165662", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r663": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "45", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=6469459&loc=d3e122501-111745", "role": "http://www.xbrl.org/2003/role/recommendedDisclosureRef" }, "r664": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=124431353&loc=SL124452729-227067", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r665": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-03(b)(4))", "Topic": "220", "URI": "https://asc.fasb.org/extlink&oid=126953954&loc=SL114868664-224227", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r666": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r667": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "230", "URI": "https://asc.fasb.org/extlink&oid=126954810&loc=d3e3602-108585", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r668": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(d))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r669": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(f))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r67": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=126973232&loc=d3e21538-112644", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r670": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(g)(1)(ii))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r671": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(h)(1)(Note 1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r672": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.4-08(k)(1))", "Topic": "235", "URI": "https://asc.fasb.org/extlink&oid=120395691&loc=d3e23780-122690", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r673": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21914-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r674": { "Name": "Accounting Standards Codification", "Paragraph": "24", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21930-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r675": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124436220&loc=d3e21711-107793", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r676": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "250", "URI": "https://asc.fasb.org/extlink&oid=124431687&loc=d3e22595-107794", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r677": { "Name": "Accounting Standards Codification", "Paragraph": "55", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=126958026&loc=d3e2626-109256", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r678": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "260", "URI": "https://asc.fasb.org/extlink&oid=124432515&loc=d3e3550-109257", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r679": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=124259787&loc=d3e4647-111522", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r68": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.F)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r680": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=123577603&loc=d3e5033-111524", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r681": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "SubTopic": "10", "Topic": "310", "URI": "https://asc.fasb.org/subtopic&trid=2196772", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r682": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10133-111534", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r683": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10149-111534", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r684": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "310", "URI": "https://asc.fasb.org/extlink&oid=84159169&loc=d3e10178-111534", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r685": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r686": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r687": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "321", "URI": "https://asc.fasb.org/extlink&oid=126980263&loc=SL75117539-209714", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r688": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "323", "URI": "https://asc.fasb.org/extlink&oid=114001798&loc=d3e33918-111571", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r689": { "Name": "Accounting Standards Codification", "Paragraph": "10", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(c)", "Topic": "410", "URI": "https://asc.fasb.org/extlink&oid=6393242&loc=d3e13237-110859", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r69": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.3-04)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r690": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "450", "URI": "https://asc.fasb.org/topic&trid=2127136", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r691": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(ii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r692": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.13-01(a)(4)(iii))", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=126975872&loc=SL124442526-122756", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r693": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "470", "URI": "https://asc.fasb.org/extlink&oid=123466505&loc=SL123495323-112611", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r694": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(n)", "Topic": "715", "URI": "https://asc.fasb.org/extlink&oid=123447040&loc=d3e1928-114920", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r695": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r696": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r697": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)(3)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r698": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r699": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r7": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(29))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r70": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187085-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r700": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r701": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r702": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r703": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r704": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r705": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(1)(iv)(04)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r706": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r707": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r708": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r709": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(01)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r71": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB TOPIC 4.C)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187143-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r710": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(02)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r711": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)(2)(iii)(03)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r712": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r713": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r714": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(1)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r715": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)(2)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r716": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(i)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r717": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(ii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r718": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iii)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r719": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(iv)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r72": { "Name": "Accounting Standards Codification", "Paragraph": "5", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 4.F)", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=120397183&loc=d3e187171-122770", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r720": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)(2)(v)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r721": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r722": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32718-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r723": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r724": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32621-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r725": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r726": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r727": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r728": { "Name": "Accounting Standards Codification", "Paragraph": "1A", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5579245-113959", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r729": { "Name": "Accounting Standards Codification", "Paragraph": "1B", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=125515794&loc=SL5580258-113959", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r73": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "50", "Topic": "505", "URI": "https://asc.fasb.org/extlink&oid=6784392&loc=d3e188667-122775", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r730": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "65", "SubTopic": "40", "Subparagraph": "(e)(3)", "Topic": "815", "URI": "https://asc.fasb.org/extlink&oid=126732423&loc=SL123482106-238011", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r731": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(f)", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r732": { "Name": "Accounting Standards Codification", "Paragraph": "28", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14064-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r733": { "Name": "Accounting Standards Codification", "Paragraph": "31", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14210-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r734": { "Name": "Accounting Standards Codification", "Paragraph": "32", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "825", "URI": "https://asc.fasb.org/extlink&oid=123596393&loc=d3e14217-108612", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r735": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "45", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=123391704&loc=SL77918638-209977", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r736": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(a)(1)", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918673-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r737": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Topic": "842", "URI": "https://asc.fasb.org/extlink&oid=128292326&loc=SL77918701-209980", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r738": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r739": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(d)", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39549-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r74": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "710", "URI": "https://asc.fasb.org/topic&trid=2127225", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r740": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39599-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r741": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "850", "URI": "https://asc.fasb.org/extlink&oid=6457730&loc=d3e39603-107864", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r742": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r743": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(b)", "Topic": "852", "URI": "https://asc.fasb.org/extlink&oid=124433192&loc=SL2890621-112765", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r744": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r745": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r746": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r747": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(d)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107207-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r748": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r749": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(1)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r75": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "712", "URI": "https://asc.fasb.org/topic&trid=2197446", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r750": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(2)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r751": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(b)(3)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r752": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "20", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=121570589&loc=d3e107314-111719", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r753": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(b)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r754": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(c)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122596-111746", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r755": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r756": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(4)(i)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122625-111746", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r757": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r758": { "Name": "Accounting Standards Codification", "Paragraph": "4", "Publisher": "FASB", "Section": "50", "SubTopic": "50", "Subparagraph": "(a)(6)", "Topic": "860", "URI": "https://asc.fasb.org/extlink&oid=128311188&loc=d3e122739-111746", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r759": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(a)", "Publisher": "SEC", "Section": "1402", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r76": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "715", "URI": "https://asc.fasb.org/topic&trid=2235017", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r760": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(1)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r761": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r762": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(b)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(3)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r763": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(i)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r764": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(ii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r765": { "Name": "Regulation S-K (SK)", "Number": "229", "Paragraph": "(c)", "Publisher": "SEC", "Section": "1402", "Subparagraph": "(2)(iii)", "role": "http://www.xbrl.org/2009/role/commonPracticeRef" }, "r77": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(a)", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5047-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r78": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=128089324&loc=d3e5070-113901", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r79": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11149-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r8": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(1))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r80": { "Name": "Accounting Standards Codification", "Paragraph": "13", "Publisher": "FASB", "Section": "55", "SubTopic": "20", "Topic": "718", "URI": "https://asc.fasb.org/extlink&oid=126964447&loc=d3e11178-113907", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r81": { "Name": "Accounting Standards Codification", "Publisher": "FASB", "Topic": "718", "URI": "https://asc.fasb.org/topic&trid=2228938", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r82": { "Name": "Accounting Standards Codification", "Paragraph": "6", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=123427490&loc=d3e31931-109318", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r83": { "Name": "Accounting Standards Codification", "Paragraph": "12", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32687-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r84": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32537-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r85": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32632-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r86": { "Name": "Accounting Standards Codification", "Paragraph": "9", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=121826272&loc=d3e32639-109319", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r87": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SAB Topic 6.I.7)", "Topic": "740", "URI": "https://asc.fasb.org/extlink&oid=122134291&loc=d3e330036-122817", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r88": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "25", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=123586518&loc=d3e1043-128460", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r89": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(c)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r9": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "S99", "SubTopic": "10", "Subparagraph": "(SX 210.5-02(30)(a)(3))", "Topic": "210", "URI": "https://asc.fasb.org/extlink&oid=120391452&loc=d3e13212-122682", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r90": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Subparagraph": "(e)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r91": { "Name": "Accounting Standards Codification", "Paragraph": "2", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1392-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r92": { "Name": "Accounting Standards Codification", "Paragraph": "3", "Publisher": "FASB", "Section": "50", "SubTopic": "10", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=79982066&loc=d3e1486-128463", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r93": { "Name": "Accounting Standards Codification", "Paragraph": "7", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126966197&loc=d3e6578-128477", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r94": { "Name": "Accounting Standards Codification", "Paragraph": "8", "Publisher": "FASB", "Section": "30", "SubTopic": "30", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126966197&loc=d3e6613-128477", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r95": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r96": { "Name": "Accounting Standards Codification", "Paragraph": "1", "Publisher": "FASB", "Section": "50", "SubTopic": "30", "Subparagraph": "(b)(4)", "Topic": "805", "URI": "https://asc.fasb.org/extlink&oid=126975305&loc=d3e6927-128479", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r97": { "Name": "Accounting Standards Codification", "Paragraph": "15", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4568447-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r98": { "Name": "Accounting Standards Codification", "Paragraph": "16", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4568740-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" }, "r99": { "Name": "Accounting Standards Codification", "Paragraph": "23", "Publisher": "FASB", "Section": "45", "SubTopic": "10", "Topic": "810", "URI": "https://asc.fasb.org/extlink&oid=126929396&loc=SL4569655-111683", "role": "http://fasb.org/us-gaap/role/ref/legacyRef" } }, "version": "2.2" } ZIP 114 0001783398-23-000008-xbrl.zip IDEA: XBRL DOCUMENT begin 644 0001783398-23-000008-xbrl.zip M4$L#!!0 ( -=J85;QH(ID^@( +\( ? 97@R,S$M9&5L;VET=&5C M;VYS96YT<30R,#(R+FAT;=6677/:.A"&[_LKMF3:W,38V [D &6F!:=E3B 9 MX@QSKCJRM,::V!(C"RC]]6=M0TN:IG?GH[[06-X//>]::WGX>G([CO^ZBR"S M10YW#Q]NIF-H.:Z[#,:N.XDG\"F>W4#8]CH0&Z9*::56+'?=:-Z"5F;MNN^Z MN]VNO0O:VJS<>.%6J4(WU[K$MK"B-1I63VA$)D:OAJ\=!R::;PI4%KA!9E' MII1J!4N!Y2,XSL%KK-=[(U>9!=_S UAJ\RBWK+%;:7,<'?,,W68^=.M%AHD6 M^]%0R"U(\:XE>UQ@Z(=77<&3\(]+D7 ?N]U >+T>O^QUO<]!0)0N^3=!I=WG M^*Y52.5D6 'T>_[:#G92V*S?\;PWK2=^%K]8A^5RI?HU+EE33>(.9JYS;?IG M7GT-*HN3LD+F^_YY+ LL88X[6.B"J?.+DDKLE&ADVCB6\BO2BK1X/=T=:"A/ M+A4>Z3I^A11]R60BJ5A!NS-T*_^CIF?*3H@YE0_-#\@)XX\KHS=*. ?ZM+X& M_X(6KT=:QK?S^V@>P^TU3.>3Z"ZB@::+Z./T/HX6T>2X5]^/Q[YZ:!XD9O2"[3_0'/Y4\Q*!:U56;6$UV Q!*J[-6AM6-1TD>S"8HD'% M*Q,L<"5+>S#>6^JCJA4(1[-8K_] M.^^TMV=A;U#6(RG+M;06X>U9<#6 6&\X2;^YN3N*^&<_93\'A-^YNA.DO2CM M!Z^1'H-VV_Q1?/QD1;JXN^]SV$):7.-_9Y MR(NO^,G8'.WU3\;H;U!+ P04 " #7:F%6%I&;SGE= 0!1U@H '@ &5X M:&EB:70Q,#(R,2UA;65N9&UE;G0Q=VET+FAT;>R]>7/;V-4G_/]\"HQ3DY&Z M(+4V6U8[215-T6X^D26]E-Q._S4%@I<28A!@L$AF/OU[EKMAHTA9;4)J3,V3 MMDCBXB[GGOW\SM_^]^E%__KWRX%SF\U"Y_+S^[-AWWFU\_//7P[[/_]\>GWJ M_'K]ZO0S#G7T'(P%O]O'R;Y,_R!S.1.N?BWAG%,R_ZOVX*Y[.3BB28\@_3X+_BE_T# MF#?]><]K.89QPB 2:FV\FL&WVV <9,[^WN[!P>[^3\59/VJI]E9ZR0WLYCC. MLGC&4Y(?9?'\E\/=D]?PR=R;3( *=D(QS7YY?;C[QOZ0WJ4_M2;AP_&+Y _? MM:/:7>M]&IR?PO]=.^>?/[T?C)R+\\$ZFU!>\G'MDH_;M.0L=K);\3V+/*I; MXU&+EDBG.CAU>N>GSFAP==V[AC_.+GKG],G5H/]Y-+S^W>E]' T&>/B/WHS] M-_N[>]4CUQ^W94-.B4=[J1-/G2LQS\1L+!+G<,]%QGS@.MXLCFZ^AR1>U]+] MZS;MP>?S(9+!EU\OS@97O;.!\^EB=/VQ]W'@.F=G???Q-'#RIH[3[9^\+M^) M?^=I%DP7_%$036 W?CD\HH-''ZP^OA^][Y/UWG?+>WN^(V[.T6-N*A M)3]"QG1OZ-[P5&^H7MHW57:U>[CL=4]W,_=6NID_.7V19%X0.?,X096=>'=V M&Z2.D)K>K7?>[X?)Q,O\H5S'V2WSA"8O?-F;W]KO+VU MO[>-HXS$31YZ.*ASM?//7><:1PVB:9S,^%/X,XHS!_Z"R7NA@VSB/L[#B1,& M7T6X<'PO3X7CQ[.Y +T]@'G<>LG,8=4"IG,3I!D8&YD33)UY/@X#'QZ:!*D? M@DTQV77^^I>W!P=[[_[ZEY/]=S_]]!/\]_ =?;;_#B8R"7QX5EA7K<@ MP0H+_BYV]<")?S<)=^-WXW?C=^-WXW?C=^-WXW?C_XG&E\K\ZWTY\<1J'>=;\2(VQ4SOKS!N'PKPGF8AD!^R9T)NGXA?UCW>@ MIL]#;_%+$)%50@^]*[X"O1UW8)Z GA[*M] +^6LYSX/=-V\.<*89;%,V4>^5 MB]BE1?R<3:K?G;S=/=EK_AK.2G_W,XV=E#9]GQTJ\" L*IU[T=]?';Y2OY%G M_,N>LT^_JNXC>K3WBAXMLAG7I08SPY]I$XL1!/[?V\3,ZT;LC!/A?=WQIF!W M_>*%]]XB+C,133A(MJGIO?J'M,ZWT3]FM,_$6Z%7X'R_*O61!+N5#5_D":/+H>XXFSDBD&3FBSV(OHD^NA)\G0;9P M>C>)$+A&%X9;YJMVMN ;CP=UG42.Z#II/I^'- (\'"=.#"]/[H-4.+-X$DP# M/21."E_AP/.>9TG/&"B433+\W= M0_I9.&/A3/,$#^F1ISE-XIF3P3J(TN"_S^ D\0 W>5)..[>EM22][0*=9O?H M<2Q&25S'0'+TUC/Z!/723S$,DZ<;;:39(TR7;L-=+! U$Z MV/=/@7\;W G#(-9@/PA#+QQ$"+MH$/:BQ:T^Z#?)O%]Z_?_O9QF&TY@U^E% MZ-N?!QEH1@/@5+VSJR>-C!VM MH-T?OMF8=O_EU\%HT+MR'769B+J8LS%M>DA@1(VD;! 9KJ)6D;82)V TSX4/ M>@?8N^'"247F3&-07N0MD)I/-'G232\G3[1LT\\OOCC7N/$?+D; G&$_G)LX M9D7_S@MS\C7X<90&< I2*')PT!?!G'7!-)_"G@8B\LF"N+\%UNYX">OFH#YZ M_M,=QW"?]*^(=) .IG$8QO< M.]=>V_EJT+\>7IP[^[LM51^U?9%N4HCN.H/I5/@4#*^U--'5T'+[I!6>AI92 MF3E=3*9K@[KFKB[&@E2S5&F< \N;B%!DK+>E61+X7\',P0UPME0*QH3^SHDK M2N4MA0' @(\BE+(I?<2,$?FH^.;-P&XG%KGL&*?3'WN,[,B^3>+\YO;5/PJ+ MW>1!;M-QH5(R895D$N<@-7/ \%(B#MBH0'X14) ?? MYB("K7*S>H2Q8I"64F00UYG:MU8RF0U5H&Y:$6M\JEMRY7(>(,^ MA"UO>X/D6ZKDV3W&?2 %"O3IR,?$9^-9(-IV!$AT/,0 /HDY>*783^J(NP V MU$?%"[=V#,PR$BD=.CUW)<(0_=&M-P,O:&6GL +#73=Z9W7PV:2\WWMP:2@V MJ"P:N%Z1$!/.@B>GLZ<48W9!XQV,T.R9>GF8P4T/4GVP9$G5+7NU6WORI[JU MXS;=VCV2PE0.D4J%Y#]YD(*JXLRU+]C+L]L8U07V(I*GSZ'==E=C^LI2FXL$ MS0!F &,X'2G?%!45!<6#)H)T13,KN4SBF\2;Z=IJ$B#L$PW(A/?(D[EX>GIK MN:MYRV\3P9&84(+@QYPX^=&S(,NQ*L9C\G71RQZPOWT@T>H+ MTLZ]&R^ 46CDJL:-! U*S%SR-8S7I7\ H;6;SB9MHC-F;$1H24&;MI7,A3QH M'?%8([>X>X$6#I MG4I+#XS$P9UD<.HSM!9B7[I&I11#SA=$.6I2QBIZ(*)+[OU4%C'J=#^$)W L_) M-_ /YDE\!P8RN673TL^?EFA74-1:0+2OVTJT5P*T )G;NF&7^908G::2?DP\A=7-6*0:= M//*T65QVV126LF-7ZJH5KXZE"I>?D1,9"V5(3U19RS0/0]!<'3@\_-T NH,IDT*O 6)F,+O\0^RH> AO#F'B MQ\D%9D/)Q6TGYO73T<0""S>2/8-4JJD?0O!(GMG 1QX8LTC1.^2(;Y_=H[.W/>#YS^Q?G5]>CSX-09GCN]?O]B=-H[[P^<+\/K7UT"!_QX M\=M@= X_>/^[B_G-SEGORY5S\8'^34B"^,?YX(OS^\7HGRX]>?'YVODX_&UX M_M$9?/@ -.1<7]#OX74?SH;P-SQ"XUR.AN?]X>79X(ISI^'SK<&_^H/+:^?# MQT!K5[V1M>_.W@=8)/P/^]_=X:CT>"WBW[O_=GO= L^G\-=.AWB MU@%A__[TB1*KY-#]&3(EZLZIWJE,Q'U]18P+_CLX^T GA1]=CBXN!WBHR&7/ M?W?.!A^!5?7XML+/X?O^8'"*#',T. /N!?\@EEG@VC#:7_]R=/P.'L!!+I!C MXJ,?1[U/SNE%_S/^RL7Q< JC0?_BXSE1",UC< Z?]@G>%9DGC/ _GT\_TI\P MJ]'@ZI(8-7-A5W'L\XOS'6#(9Y^OX&9J)FO?7,6)^Q>?1]?+) -^_&%P2@,4 M?RQK'.D9^A#6/!KV>[0.&@TD"DSLW#D=@KB2 L2,C,OK75X.SL[PI7+L#Z.+ M3[1/_X^4CO3JX36- MCT5;\%:JE_MP#=?IUQZ0N1SVM\'YYX&\*TOF*>^TF9Q#5 LO:7[F2^_*7ECO M'/X7]@;>.,25\#!$U@C)? 7S)!T*%*7>*0[5/^L-/_'5@+OR]*3==N[_HQ(@ M5N?^\J#XW >CWX9](ATZ\ZNK I$LHW;6EYF$/_6&9_A5#^CA4O,Q_&8T^ B, M$/YD8@#1,OPPA#_P"6=+R@>01\!1SZ^'J" X5\-/P[,>B89/.#'\Z;;K7%[ M;SX.8":#R]Z0KQ1*K-[IZ0CG?34@3?SZ5V#2P+KINZOAQ_/>]>>1OBA+D,1Q M?NHFL,!2(\,<6#7'$:0L \5G")LH51_6V>E&OA\,SO$2T#)95]P@ 2S1<.%$ M?QN>#DXWJ402$;JX[;BUU\-/1(ET!)JDSIW!&1#:Z.)\V&?R4C^I(UZ@A[,K M.! \4" _ZU&B.$D&P'^OT.Q"38+I<7A.7Z@C1W&.APB#LGGW66N[%_Q+0UJ7 M2)4KT->6&D>2D)S#XZEKF\D+7M<%V[M@>Q=L;W_Z[8_*4EM#S[6U 6 LOR+/ M1;Z#2BSQG9[TBP%W&@U1"P2.)'UES=H#\[%/O?-SYG0%;191H$^\#P].&,0.L;@?ZV26UBUWE_,1I=?$'5 M#43PV8#TP!JW%!M;VBC[\/GL;'!U76N<(1V.!O_?Y^&(A/B5] >[] 69/4#& MFGAI"_ QVI"""\52H'M T/A?=#[#<.0!:7*EN$L<*([T.5R/>N=7/>E_!MOL M>O#I\HP:Y\BU\^_PGW_*"[2_UU8O![US!EGI9 MGFRZZ*X4&I(0@++P@AM71 LGR@GL4=:)JD7I>E-.)K+<+DZ1DP>)W3Y2E0(A(?-@IC/<-K$S\P)J M(D+NW#C!#Z>>GP9 ::(X>8Y:\^RI+D&&_0IPHC0EG6/LPEC?,$"N*9W3.O0= M8+B$&>BD]H]DUHF7.KOSR=29PE1D7-Z,H\F3NQO"IB03F<%LAC9+&-',;/U7TKJ#86O\)'!#.>.%%JC^&'PG5" 5(T<2C/:S;+(\DF MG2!-! ?[H^=PC+MARS&E/[7>1^" MX>_\$Z;TU[_LO\'ND7_4_S[/@SP'>=GBHVS!\3W,,!J0,#;5MB;(5D!OW*!Q M,OCMTG7ZMX&8.N_11X)P1Q>L/OSPPUF)G;=T]!^MP)2Z66P4[A>TS&(3BF=V M=L^5,AJ4KHUJ P_Q&UL=Z"5YA([%VP ]7L&=]S6'S?:B)Y,67=I+E_;RS--> MG@W;V;3N^A#C^<.9S7,[L-:KIK]A .XR$=A_),K^<-.B$Q:=L%A!6.#;@\G? M7P73M\>3/?]P;V\\/3R:O/5.3L9[1P?3$W__]7AR,!;_[^C5]PN8DX/=_3=+ M!$PQF>^@Y&.U96G^$R\-6SW'G@1Q5E*B9 MK;9Y_NOU#&S+M,ON0[BW#WOQY C'?[AZO);.]BC=[/@)=#/:AZ=;PD;93;V3 M^;KW_HS*.BB;_/RZN2?I#]=RZB=\"4>X[AR7"ZT6F&6PM-T])K"U#;.#W:.W M)RL99NL,^WKW<+_YR1IS[R'3[F#^#8V[.N6RO#WQ? /ZX&O4!T?7PSY#?N]]\,ST! U:XVKU:?KBR[W#_#U8?9'=3)1@F47_R,!<\[>[_&OQ=7XO M.#4[BETJL?;W7QK%OGR)== IKWI.6,?3":FUA-3!07?EG^&5[Y14E; 59Z*[ M\>O<^*/7W8U_AC?^L+OQ/*,-C!@G@.$.^ABN@(OGA?#Y/$[0:NW8PCIL MXL.G@U5'' Q[# UYW/(#G M-,0+!CI!=^O7N/5'F_;Z=;?^4;?^37?KU:WW$T$89GUO'F1@ O3CM!/]ZS&! MP\/-,H'7'1-X#!,X[IB FM/)_KN10,1+,8$_#M_M=@Q@'0;P>L-NP3<= W@, M WC;,0">TR(2 0#V-_K&( JVI_-@HPT@ ^BRPY8Y^Z_?K-A M9V!W]Q]U][L40%V_@H#L0<18Y6 J)B ,ZHB+MAI^#3,X,69[ / M'9FM?B4+KRX^77Z^[E&!)G]RW?O70/[SPV!@RI@[*EY&Q6_V-NS9.NE$VMHB M[;#+:M=SNF0;5B6ZS>8Y]R5*76>0^9U$6X<7'+SM>,$SY 5=NKO",O&^BAC MLA&P#N1V/.%[><*;35O"7:77HWA"5^.M\)T(V?VO?WE[L'_\+G5Z\WD<1)EJ MT]Z#8T\BL2 %PO,[\V,MYO!VT^Z'CCD\BCETQ=]R3B,18A4H]X7I/!&/9P5O M]S8-7/STQ:"M]9C_AETI3AF&'Q%+^X/3#K!T94H]V#3:?E>KM+[0>MWYS*U2 MA6C":/M8K>2+25>LM"8+>+UA -..!3R.!71NJ-1[_QZV%4GK$JT)YLVMCKYM;[\>M.I ML);?99Z(%.X9%R50IN(7+TF\* L$M>D%\:;;HW82;0WF<++Q*&[''![%'#KE MMH$Y@)+KBR3"*"YRA;Z&[>[XPCI=)O<.CS8,XO\G:B[UVW#H]"]^&YSW[-[! M'84NI]#7&]9K#[H$I/5%UW&GUYH$I.DT2&;4%1[DU)V(/*S!!76V4V4?Q1#> M;AA6KF,(CV,(G2ZK6DV)FQINT!FWCS5N#S;<'_6P:Y#\*(;0I2B;WG.!3PE' M?3AR+XB<"]_/DT2 C=NE)J^E'8!ZL&%F\.$FG(N/CBG@P^]SV== MSM&*8NO-AO78PZY5POIBZVUGV.HY#>Z$U%U/Q=3+PR[+8*W[O^DF:=W]?]S] M[^Q8'9.9B4G0::AK^J_V-YQH>+@4#?7GS!N'0GUN[;P<^/AP]^@(KVN<4I+9 M+XD(R9OQ[CZ89+>2-.P'U5F91[QQ&H=YUOS(=QSHDU)X4-PE^A_^8)S\H_)= MS>R+3*OF,?M_;Q-S46[$SC@1WM<=;PK+_\4+[[U%6KH*< _4H>!R5MC,%:?S MT,-$(N9XDXE(=GR,P,Y3\8OZQ[M)D,Y#;_%+$-'&TD/OBO<767S9JL$7\M=F M1;M[O"HIE.2;Y=>[])5B.X7O3@YVC]Z>-'Z]M[O?^-VR85_O'NXW/VF/^@*- MON&_G-[5U?#C^:>NOF1UM\3AIIE^!QBZOK)WTAE[EK*79DG@<_8-[$TO3>&@ M.O"$]5G!IAOD=:S@<:R@L_NTWR>88&@"/3^ _@4$TB9-4<->\R#F/L\X^ M7),_;+IM7LAK/U.P[P. [0X2LI!$=L MG95E8N)<>GCDP1RSG*2&,)V*#E-I/8YP?-RY#YXE1^A E>2=!GZC^<%;S:?T4418 M7NZ8Y@0="UB+!9QLV*GU![" ]BJM0^?3\*H_.#OKG0\N/G?%YBL2Z>'^IBVK MIZ\>^1/(J?U.9]5SZLU$-*&T#.KJW+E6UF, AQL.OG8,X)$,H%-4"\6DW>U_ MS.U_O>&2G.[V/_+V=[D7^O8[7[S@#IO;8+"U*]%Y%!]XNVE;M>,#C^,#70:& MG-/[(**VF9QMP"\['X< MP>ED>0:#ZPY7^FOF%1_C.PFO>N;=\T=7^7@6I.CZ=JYCYW_@L73"!2'\/>L= MG:JQ'F,YV'24O&,LCV,L;SK&(LM!HBQ(A&$@'0-8BP$<;1C?]JB#LWP< SCN M&(#4+/RO47P?BLE-=__7O_]O-NUS[.[_X^[_V^[^\YSZWMQT;.DG<9HZ(S$5 M'7SE([C!QK-D.F[P.&YPTG$#:0Y\$WY.VQ)$3C_.\>"I2 MQPD>Q0GV]SI.L*]Z$D\1*2(+O"[BL/;]/]RT8_"HN_^/NO]=*J+:E#RY"^ZZ MEFQK7OQ--[SJ+OXC+WZ7@J@W)=NYF$Z[>[_6O3_>M".PPP-_W+WOD@^5Z9\D M0$EQGCJ7WJ*#AER;!;S9-/!3QP(>R0*ZO$.%_*3+8YW>?!["H2-4>!8['Q(! MARF<3YY/<8*N:_-W\(F- \ L;>?>V$)@'23Z[K'NL>ZQ[K$G?NQ/V<6D:V-2 ME/FT;ROKD4]W/,.^'IW;[^9)T839O'.92)\@<%_ M-/[1V.=*1%"Q(I'*AO=!VE0UT/8=.%AW!X3GWSIGL1<]HW6^@9/>RK:;EJJ@ M$/_ZE[<'^\?O4F?P+4@)Y?=#$'F13__R?*PVK52@MW_=_VU2-EMG43VP"00,U+0%$BBGY2M/+1*4(/F' UV^,8U+J\0 MPO MAV44V"9]%$2H6/VR0[_:\"8< OWN-*K$:AL^[U[M.M?>-] 69O,P\+!_VA9\ MZ<#_P:A1H2&""1KZ,D_F M<2K2[1>YQ8V,_#NWN-M>VMX'V=6#VWLF4 QU.UO>V:.GW]DG9@NM$RQ'NWL/ M[MHER4[L,@<*6A*)14K/E[B5E$KMLBCCWD.T\#WEBA%?\Y8UX\-=N$0 MP>3OKU;(VMA[]>PC9 4&>_AF8^SUFER'GP;GIX-3IW=^ZHP&5]>]:_CC[*)W M3I]<#?J?1\/KWYW>Q]%@@+WJG2TO=3R$1P8[%]AEFL_G(?D>X>]I$L^<#.9( MO@WXK\O^270!'&PRI6J9K5=QGF[B+&B']M]M.Q,/-](CW^Z5F&=B-@;^?+CG M.@=[!P>N [LY%MF]$)'S^7R(A_7EUXNSP57O;.!\NAA=?^Q]'+C.V5G?=3SG M4^#?!C=>Y(3!+,!Q@>])EQ3(-=#@%B[6EX*AZ_C>W//Q"WCU6)E4F&*&X0.P M-Q)GJ]6G6&XIL\E#=+F&?W@]?-\[_R<[A_ X(IHUJ!7H,T)3U4O3V _H4]?9 M0F=@J_>8%:@V[/#N([64'R15Z]Q-0**]_C\_CBX^GY]^GXY5D!\HRS8F/TPG M)^<^2&]A:.#[\3CS@*E,=?BB(A7POW-,<9T(9RJ]-E.0)7@!XB2 '9!7PO/_ MDP>L/*&LN8U#^BVP1F!(]!;VLH<">"6R*=,=T77N;X'[-?_ 26^], 3VYN>) M]+V3;)M@A@6PREL!5D.TC7,="V?FP5QE]RJ^!O0#NAR/)<86'J=:&LIX%(L3 M%P3\^-]6M *NSXPQ2GP3I*O$(>MVTK6//T[$A^L M_]:[$T["GF&!>?->QO%T:QOPGJO-Q/-(X+>X_5I'$H31ERT>>2E>"%5C&"]! M/AS"1B#;OHECWK [+\RI4@%V(0W0@\)L'+<(P_C!/&.5,I^"T1U0 !AVB1FU M!UP8#PN8K&>@T";\=/DTY>]P9_%R3.,PC.^Q-?;;FAR7%2W+MR>O5CN:8D'- MSOYW5CX\E8YQ>&CUKAJBL7HZ^# $&V%X<7[E.KU^'U2/Z^'Y1^=3[_IZ,,+/ M+B_/AOW>^^$9V'B/W;B#X^,5-^X!FGY]M#&:UE5(2_Q'[=3)K810!A F7.(D MI_5L4E5_(=QNR]O>X,$7Z_D.=H]Q'_K>/,A@L_Z+@HPD3YYJ-8L8;!1G3@Q\ M,P&M7)3T,*GWDD!$UCH3'B)4@SX\%WXP#4@Q<=I)["9#M:/L[Z?L<9LH>X\V MH@>4:9$T$&(/@XUPXB>L3PGG<[_O:B*7-.L#12]*=.Z21E&X&<8DP6N %H@> M_:6H9B=8B*%58U"C4REY8>:.!];+PLFC$'-;\:Q!C\2- M)<4=-._4,+5=Q^DY-VRM!I$?YA/X%OD:?Y;"]U_PV,&^N@=M%8VC^6WB 3<, M-!6XI-33D,Y-XLUF'A6]HDX+!$@,TH,I))BO%[.70C)+>GNBT#D=,N/,6ESG M2OVC%T7B&[YR6S8R:R:'^ MO&!KI6"FTXB\ Y[]X23V<_JWWENEA2]T.A]<(!_6$2=L^X$ZHS M KZ &J:D-=.*&EZZQ6\E#VFT4.FO"^=4_F ;#U&:7O4C&+/8=6;Q1&YN%-^Q M/5>PD^&Y1,Q#S\=OQ#CC9/8MIL,AS9]("'T "IFQWM!C 80:G: M-=XO9$5D0U$,DE)"C1%)+XBGU=T*Q4V0AI[RA?&QJCIQO%'V#\R5D,OW]8.) MV!&1YV>\9U.X TAU^F$@>C.J. 3Y3A3ST\#8%3P0 )\277.H$G WN-U M)&X"!YC$DYQ\27C?4]ID)_,B=OXI O4BF!KP&%P??HY7O3HS-.)!@=8S<^F0 MXCSC.(IR3L+:Y81B[R1IRN],GSX MTA_CVI\&4=VG]";Y!9O6N%M>(D>E5=5<>[P>,+%8[@S.B^[C@@UM/\,XRD))C-\TQ2W!3/,H@G M+$CP2M$E\RP5%OUF?$>ZP+ZE'^PWQ^"?;3A]0UM)98LEBF-G%2D\&"DM1_T!Z&P-MI 77;\"" %@M MB6D8&[8_F(H4J!RFE#R@7UH:4:KB+ $%8E+8I)O< _TB$W"#"PHEJ$5D6HH( M)NX+'I @JC#%;FIZ1G3TXK<&=5+].Q=3+P\Q$$Z5_9HQ^ M&^P[*@.0: H%48Y#2_M!?$-DH #5F7ML&E8X-7,Z,G:1*F&O9)4S"5(_$9G2 MIV)21I<,5#\O7+:96R$R(O7@9EVW&C!!0O8,XA%-YZ5$ [=$FW@-V>85.[%J M]Q4N$88;TUC9S]LVG9"Z;C$55_(,U[8)+!--6K-X"5$)9\TN0:^?Y'&L\0'= M 9U^58HZV_1VJ!AY1Z+JKJP ,[%$M1KX7!(Q7S%#@A755D6K0G$'#,$,H:G? MYL/6XN=)$$DS::9NJ'RG##N6O!>9?!%]9U@EOW_Y:ZM;0_8H#*^GP5>KLH,O MY"9-VW.3CG;W#MG-599H?+PI,G"JQ5C2/I#H)_T6MN0(6,9&"=!!Y_"[/#K'GR MLMQ[*,7OXO!.:3$X>P$_U%-;W00E'TAISS/8,_2<-&A0(##A/# #0\7UY=[. MO(5S@YH'3A)$%.89$7^B#[6$0DW Z%-:?*&:Q7_@.'P;YT&D>_G,O*^BJ)W! MYS3;.EF,K $V0;(TY:2A$/O4@[FYMMR&*?X[G]S0K\J"&@4SZPUXHLPG1>$+*AOB8(E&R;;1NZE7>VL>;;, M]3+@+R^%,=VTAS'ID$K9-F#5F>K1R6^I4MN4JIXG:>XIQ(G"!=/"R-8I;372 MEPX]BUYK3G:UM +XZFG2"O8W5\!DI14TUMVU,](J:_7Q.#]Y669U)-Y(Q%7S M="^M9>A:.]*Q/Y1<9@W5,+E%RU(^4O@%#23X?*IA*;31+/F]T7!3F21&%?XX M,;@PYKD9[UI!-R7;*423AO^N2R:U-3X4C:+6AOK8ZUT^^F8=[.\_9:;3C[]L M#Z0^4>X3EK!";7GG25$,*1&=\GC \(8G;M!# M!P8#<#(5J,$@I5#@SS,9=>W13YB%;07!MM*P!7F:=,+K19X!2^-H=D^/3SG( M/ +:%<"SO%"MJ?H*T'/=!AW M5=!GB4PAGT]PMA+@S56]]EZ5,YNBUS=.+YE MR\\)) J7!.?AAQXP^I0V5FT&ACC;75IC@5IM@K9U_5DI$[\:OI:QOX*M >>? M)<$8+1EIDN(1DG>%;$$BK_+(TG!4CE(%WW&*%%$C\BS&=?AXI?+H]4OBX,], MJ;3!9S;"P+M8L+4;!R\P%MP:1T#[LH:):9-8KJEETT:'0#,*>"ZY(3TGQ3(/ M8NB8Z8(9/B"DA4K%-/Y(2A3RJ$=EN%":QU0"+I0@JE011_OK73?-KTP],9>! M460 Q2.G";G.W%NHSB#685+J$P8"$*0G5-I50:=+\YDZQ+)ZY\S#/&W0OEZ* MFZZ%F<_7\FQ=>5[2QR\CU$[B\;73"*AUM[BD8?$0](3"#N-(?Z1<(XH&#+%D MBK0T1] QN>*[8E;_QW'\E2PA%P>1>8G1@M/UIIP#@$_A5:*08-U '#\()HZ7 M91ZF^*N5G!.SX3BA##*S"U-/4SE^7+9PIEX08CFO?*O9%[)*YMCEYDRJ2QT##GE739^FP>F2]P^0)G^1"1[/Y4AG_3FP'(6F!0:2= MY&K>R*:*"K'8HN8V06NT4&B480G836##W# D*OVBG)OR\&'G[U*R+ MB+/")14P6",9M:YA&Q@H5)&W,H]B[K[,.!XOE!M9ELZK$'$C%B:&>#E?$;AD MY!Q2H>S>GC/?G>TZ6[@;O\?)5Z>/X2"T\;>=6!;(U*Q#UNLJ 4$ :4&2B+N8 MDW9@>K:-C^P;+0?GX.&W$F+]3S_]1&#USOLVTE1]VZ&M)9NE11\*@ANP??3&V>_NZ>"G[3PCGZ"6(C+\+_7AAUUO[/JB M4X7?8PX)2U!T91FY@]^_QU(6[>K['I7.*=H NB[0B+TURMU%M1PB)=P',G09 M\8"-$/+I%+R L;4]YACS>9,?TMIKFG046W-N?F<)?;NZ(UQ&JR-*I%<4MDBE M&%G8)[B6# [, _)I)N)4ULY(8L;LH4Q$*KER+,!@PJ"62/P@I4 J2 \KO(J5 M"0+/G1;&D=;BVHS7#F\=3%7J3B1Q)$NI)8'/Y9(D1O_@H!6C3=7DH5@I4!QQ MLX^0I^5E- %,%R$GHKY;TR"!O9*IA&9&#QQWAMH5W\*9%W"^5$!WW:WD)]I^ M9QQV)?+'6ZNO (6]7.<6UGI'F5FQH^+H0O.75"[$\F#< MYCGR_.:,B6&_-[5URW)VXX,P/2K>+;LQ7-BFCG67EV@CB'I_XR634/8C41G1 M>L?D7J7+).XD3U2QG^^%L#(/="2@HML5=I[*TK"F$ZL,A2@7#U["J]%6Y9W& M0@WXJXCO[VV7]"-V3#6J(LH,IQERA6,]YUS4,LTM;8;:HQ; >=IIV=09,40# M[?"1;7W#>%\=*7..ALN.,?)*SO(L)U?E0Z?E5N[H:E>%W'32UX O=[C:64H$ MZ_ZB"K?81LXCA#$$J\BRQO;79B5LP#60* M.4V!UY1662O>'="PX8J"*KVP='4KG3&@]/1;G3RS,&XK%?:M[A4(=K!9<#N, M4ADM8+[P#W0E>38DAHG>9XF7+%B9T6^S24OT2*,W[PP%ZS(1OK$FTE9.]BPJK^X MO]ACQTN^BDR.^>!8Q"?4_>IBAM81'K[ F.&&MK)DR[-$E=G?Z =(-:>7QC B M9;+Z8G(JXCO)H,N> :K]QF)ZDVJO"+KVQ?+&&(>%5_X= DU)S#:OE-UD.6O? M;HVW7RSR7:- *EMI.\ JPHJ8JHJVHD0S^D?0I*2@%VA.-7A2&S/%:3)@ M9U9?SAQPZ\!&E9O,&K!8ZX=FH[+><1W\>2]-\]F<-4P*5TY+V\?67DEQ*-!$ MP#[XAHT%[G4O0M(\$:-"(*O%2TLT-J-R&=YH5.-JMY5!+AGE3[J*V*>ZQ64)GJDVL&RDRH\6?GJ1+797N:V-FR MESPD*]G!I+#/'IWYLC*&\[/(?&ELWM7."UU+LINNV'D9XK&%B2Y?2I[F2H"N MAED9+KJ^4ZX8 2,7A(3Q(1^A3ILII*UPA JA$$!OB.3-(J93M=HJL29EP-@Z MH7!F<I)WVGZ1X($J@]HR;&XH/[ F6'RG=J#2,MN\ ._2- Z#N*D< MU*6\3N<_N9? HL*%K+7:BC&4EB!$'JJGB'[HHMBJOJHHM[;!&E:[:19'Z3ZD MGZGL%]Y=%;Y0*\),AIN8\@*"ZMZS+[]DP=5XL>"+5:A*-ISQ4!U,)A)XPIIS MW3&4@B@/D9V,96@A69UHA>R*:22NJ<"K:AJ5S)4\Y?P"LPA>(^-HF!IB.]6J MX)3C*$,I0:9!H6FZB@_OSZ$GP>HLG[UD%A,,^L_R, OF8<"7&2/!G,LB9S12\DO^+4., M,K<*4=LHV8+]$,5 M,DX1\1K:T<^8=H"R( M.CL,+ELA#T>RM<*-U1H'@C8OB8X*7?O>W* M3"DTEX)&>\*:;&WL6ED:U5+6 E]\+R+_%MC)5T-"[-OA0#?F\2+&CK+!))@T M\F$2QKR#+(@+50_L>E8*ADP 5%12%(WEUEC5*7MA&I?L0..8TA4D,+,BL0!- MN$JKPITL>7EK@*MK#ZU&OE/*H6E8SP#;ZH^II%Z#%ZZ'W;9H4..XZ31) U\I MJS\J%<6KI& 6$XDGN4S54'O?17LMYGK417N?:BLE^;,^+K4K1A@LW!/KUK#G M&10W1A/U!2%S>AJ*E>_ =JV:J:9Y1&A'"R08@;1MMHH9K)3@UD"UD\18LY9JW;EG2U7F3EF9BWY1PV MTV\H;O6CR[B.#@]?DG+[YKDIMSX&+H&"9+LEIP^:R::]64.N:_%O$8&8RUA& M1:3 ,^\>> S1+>6R5A("J281:-S4@VK_AO8%Q,F-%P7_5>V*J<4 M'@=6H4+O?EOV \"Y"8P;<<=EHP)]I-40F&'H]!BX6B'A6=Q!*0FFY+JAPV#G M4GP2EZ+LR"N+C4QA'![DM?<-\U\MRM[J;8/1,1&SB,.G] O7V7J_+7]<"&UH M5* QFEB$=^]L3;>58)GH-GJ,6"#=/3P0)>GVM[&UGM)SAQ'5O='WU:S;NBX[ M"QM]P:Y$"[CBZ(5050O3 V0Z\@Q#;;(=T$*UD[;U$F8[Z')%[0+#\JC""-+; M7493#@D#@V!P?39R9;\5&Z_5N_$0\QH;'PG2&,()UVS22*EA0\#]QE@L)^'M MXT1WP2[5YS/E4- M1VK!L[M,I4JK9R>+W#"LZE/N> 5?ZU(M#D$U2!AVK I$3[DJ_PG5S2% "L\W MWA^9+!Y+&.1)[@L;L($M+N(+EB?-(#5D"H$"2Q)=E7)&JK_O(9\IN&@(2%J; M4FPYE"RY:EFW\6L4NG5(8:.3ZB:@:@6A!""E%9A:$F6U**"8"KBOU8$/!K < M684&$I91MM5R(+W? V2WETF>71*7K8TLZ MT):JEB$;8::<86H."BMJ+H!LL<,Z>900:1XYA)1](.NF O4M4L@.MMG] 'MI M%V.9VUJ[(Q.Y#[1HT];&%!.B_HCCJOM+QG_Y1I&\E7<+\TD#2O6;P>Q3JNGG M9Z?*"QYH8Y+X'3E$D>%,:K@-L0/V6L!C>0*_K*E(=VL#R<%L!AH!S( @D55Q M%*N^N+!*B#N.0O)@2Z^.;*'AH2<8Q95F'V6V8=OUV+FSV"]1S=MB(D@ZS>>A M?;+E"J\&JBR#R2,MV% 3]C#+J-L>QW1,8,14/3[U)$R7$C=YO9;28F$+U8' ME:) +8F/*)8OYI,QP@+&92C318F.2BV;E^T7[E'0, A'>R8J+E8M?BT>4=G1 MU?#*NB2N1VN4AV\V5[0VK0G8%_/9+.E(WE>+8Q)/GS"+=MCM4?28X%\U'AR3 M'.]+[Q-8C?_)/9\,ER?QM&A8K60NQ2@GV<9A2/ -J_ACEDQS?5=-@U,&GK] MFP6-L??Q9$4O#=DTQ,N_<_'D\2'V11V%]-)CW=>GO *"=VF>_LH;PR;#Q,*- ML):HN)[*.]?UJ:B2JC>P-FK63VW60$00OJ.^T)IKEE[A*B4>8]R8YA(ZP^&0 M7BS#U*?Q9++S(4'76L\W'9U 4*?< PUKEEVK62S\T078+.;RN@NP/=56WN0! MI0"X);:8%CA6:N(\GR-JZ'R546$Z^8\NKZ:1>GO%+,E_W\(6@-:$V%\S^*G M8#77#.-LV>4L6/T/6J7\:HU)S&/L/BBJ\#=E4;!=-.HE.H_AQ463OJ1*+EF& M%L)I4%KQ^X+M=\?,. ;"&QM WZ%M\@\TWQM>^?+,=T8J31$\,JY"O2,A*EHHW2 MPP6\RWH6.P4#FNLB[%VG8,R]9W"Y)8.1(D]+HQ)I4T=O6P7Z;EW'(' 5U,_" MXAXEIA^=X_7Z1?6C.7Y>.5Y$P"..^$^(BEN&R;TB$1V_>4E$]/9Y$=$GT!W8 M9S"J)+FWC)R>949'^]+4KJOB@M*V248\#/)=!]%H"GI(NI?K-#028['?=>1, M=,L'G&R44@-Z;FAKB=%Q4INL*LV M/!%PS8A2)L4TDH:]%E>F@(W2[C-$@)M-GN'V2V&/+W6'*/EPTFWPY'HE4^WF2[E;H]8\LP:R=-R"G[;GP)56S"%7_>J56/CA, M!)N YZ8ZS!18L_';U%!*@1%*5;?:ZBN("=+4\\6_QO87*- XL.0IR SX9W$D? MEOH,=48U*8E0OH0_:_\YWFK7,;4A?*?MZZ]13!DFRDMO&]B+A2=%W?6\* I M,&7Q?.W/XD(O>FZ<&:_L EVU6-48_'[=JKR9]?%<_# FC-("IDOC>;6_ WGCU-O2 M=@G8U0!1D0SIJ.X_LFT2'U% M\9CPLRFY-0#V0/^6Q6@"1I M6IM+3A50.LO^_@=6YQK+W.)&) 0#2DXGS[-=M_RYW]\YK'0DD!M!2,/*N"ND M@%EG5M+7=4N$ASLAU*8Q67NKI+[\9B2D@QKLTP!^QWXBO7:8['5=HH))]737 M\5AQD[6&+@#1I-BWS>!1C1=V?M2^;!)E(3BNYY4!54T:-MY2\$C"@RN<@SS" MC9.R D_[;F)LO!-,&\MOO=7"3VI/EUY"+1_ED\Z6_:1$1F+-V:4$-J,Z@PZY M3'DV7=:6[2$>[C'!5*'(.B@4:EX'W5VVP11IEF M+")!I?]H>_GR$$$JY12IF)C(HY,33EX4)/?)\TI.N)C++*E+#2RV802C0O!\ MYBTJ"GL+7$X2J%5CHG3/Q$*N#X415".;=?':TZO M38I?3^7M6:AU&JBNZ'6%O_8?]E1G\0T7KK';Q%ZV2H25LK)I9XSW@41291Y: M*;"(8;V5<'[R"HMY@JFRYT,I;X4YOXSLW \*[N8NYNHME%R3.!]G+GEXYS79 M,AH^4%WU9Q57?+/)NRLK.A5!6L2N]M+VUZM.@"HUI8#57DA$DMY)(G?[EP@\ M+/S02UAEDZWBJ^W$3(>48L?[1V=$OG[SDG#!]_>>E]+!P62BC ]"_/4O1\?O M>A/U57Q_%XFLKD.@K.> M"=@++&"Y+"3]1_'*A@4I/"EE@ 513H[R4MRXV *@MF,?LE,+;?EY'4-CQS3),Y)+7 MO1">HD*_IWA'5!X/OVFF^3]C#L'Q\\HA6)TMU8SV/-C;^)FQMVN0+WR9^S&U M"4;5H4] 21M&W:[I'H;L 4N L6!Y C,-J&FP%(UZ)=J=3Q[Y:@^FF?=5U*RV MIO,&E1I$J_9(Y8"%](&9[),/GH]HLPOG5$)XNT4T\!0K]+DCC/8HU\Q.AA>H M:E5B;]X)[:^CLOX\X0H67P%3J>"!U>.L"%G+3;M4R2:'4LKXR0VKP"(7:YO+ M-;F5>EPU9?*ER/+3FF4V]"U[^-2?0AEZMES'?V9E=)#<)?->A"VRIP MS!-F%^OR.7-UU#STT'^O;Q>8C#/Q9";%L[U%D\9;=%7,/%O2V\JM4CH$9)YHAYN4.F9[5^D0[K!SNAZ6G):+HQ!>)$?5:<3V4JA7YN0:7! M3$F?5SDJQ;Y:8QO.IGI=ZF < ?& 2^-@NBF5Q9.G7W1U-#99:R K KG0QT\ M=#Z$*AND.)6*YI=%D5O394/AA^G=-ZX9&2'V2D^8^ZB65I+@)N@=ST4D@_MC M%710X8@@23/:=A2*C&M$11]KO>M/?;G%,Q.1 XU@9XZ54@6(W6Q60C:>?R'] M$R-<:T3!EE-68>3C=L?7MH)&6BMG63^!,8&.\%H:D:YKY'L,1":K._1/1ZP( MF-AH,0^^D.+)/#WP+3VFZ)RD^#Y.=UKB1:##8&0+/S3/CL14,!+-2'<7+H^7 M"0/J)1/YU:#;S/H1&I9%$?ZS)'_U.""ESR[;T3">I+";\UZ6F7]7< 5W_5.V?0(YU!*_N! M.M;Q$.MHYAVK>M!T,7FC['9-57G-WS5*A"BP!'0\D$* 0O<5P(<]Y8C!6,N7:R7COB7(&F*R1V#2@]0UV("+H1SOV)Y2.3I"+;@&(@%# 5;$)ST$>.1XALEX" M])\F'J9"$J?<%C=R+)C'.2 M2SW7BONOTGB2076I[1FV6MT MCMT7I(("Z@T[V4T2+M$IM3$,E!I3EI9*(2L;*01UFZ:6W&*U>>9EW!!=U^49 M7TA<+>VY:.25$OA2J?H!\Z 7$-!P3<>6%.FX&-YN-9X".630"?DA92V-2MPO9;CJ/8XD,\*,C#&8T: M!C#:!(\;T;J"R0K#*07:Z"L$GT_AZFDIK]I@$R@MB+ND%!U I)S4T0.3$":; M6C!?G1+\$*C7TBM@FC;)ME!+/:G%DD)&UYC%=US;!^3]55\\^/^YLH-"K3'# M/<5&QV28(06**$Y2M]9FJX[79(WATP:WGU]DX_CCXT'@_2DZL;O;".ZL16O!4JB5*GN")8?0615K)#!!J)&(-0+\D+)E7M3 MK(LF/[GMVI(B;@J\-:).<"Q1LG*G(2Q"EN>&]N[41E$LN\JL5Q4PTY89AC7) M\O*C+)ZW'D_FYIEIH_K$1NVHO2UT1REVE;!Z:6F4@P:%+$6!0DHLYV*44T*X M@L5N)>'-[)+UU1H664@5;3Z M91.?UB%MV#V'MB32@XHT/H_RXU'KJH^-"B5UEN]H++7T8JS0.ZBA[LN"+#/] M8B1(O)TC9;4;*OA)X>=Y1&CM.$FB:O$-6TV)M @"44NR#6?WZ(K*-WNK-BI1 M_B>Z:K_L8+75NXHK[\<79!V7Z>GP$.BI-[H>]L\&V-,1?327O=\_#]Z>'$N/[GN_6L@__EA,+AZ]&8>O'V:4K;71QLO93O5L-R+L X8YK1/69BHPR =X3>_30/G5D< M"6WF%5O;PH>]&6RE[^'O21O#0::P@O2E4%P+NR 4:LIE[\Y2UJ^-. ;GZ%;R MJ6UBM/"U=5JU6X7:1J;&[3*10,8Y]9N5Y!D9;9;13A3Z VL4AJR]U,!IJXLQ ME<4" C=*D<:&E;VMRMLY'T^U M=:.&OS.*^*/X;:=H49NVV6![._?F%B["W68#,ZS;RU:#\KXD)MF?W*X=^"63[C7Q?NK46X<(5?"C]M'W1O3_;:S75;]VF5Z=5)9@IC2-;' MH-R4H[<0'OD1#M_LJ=:5$HO(S[ K093/QNQIH&]%Z,VQ?LKBPL5RB *7H^]" MC[_:EJYZ"7%C\U ,N%$-A>1R+X5\)FTBGQIQK"!>E*O+U"EQ6Z]*41.WN#"( M7>C?B?,DM=O&K^Z&_3-FT9P4=Z/M633/Z[Z)-MTWS:[GRM!6V9.%,$9M2\,B MUU8^OE1D._%TRKG#.1(Q97D\WIGU^N7 @QT"?WM>_I=K[]N&L_U?B)1MFYME M):?;![CJ!)> 5,"VG/& HX'\!2X]1E7Y._T,QO9_Z.) M*&@/$1WMOCDAV8$I3+(H3[>9*B ,AL:]:^F$KF&\A$I>Y:X:'K&U#OS M[K64FB)%4PE^*&T*.W4[$1CHEZDT]Y*VT110=8-$RE08[CK21G;+KY+I,FEQ M?3!5-2"['O%-:DSIC(%_&:%*OQ;VK^O]E*6W%SM&5N3XO&Q<44B.\H-,@>%$ M[K*^YF-A-8JTZRFHX%#VYYALP^_"^$G-ZLW>MA9=M_U=SOP>EJZ-)A<[2:M$ M$DM)3Q0"F7 TMR6/]%1,"(A^[/E?\WGA5JBKH_[.>#@*_E,&./,#E]%(MGK; M=7.WIT9E=7;/OXF<+4=\%&!<:03T_X0+':\E;%S/M.^N7"+)-1"._P[I^".F M1D9$\*'3RX$5),AK'KQK,HFKOUWB0]I2M?=&3T!B[2I/A\4AAT#SLXB;)M#) MX$,7Q #E05'V:3[3?M;R]=;4 ">:<'\&X >1P!1@+"],8YX%C'/4KU"R_"02C23 M@&ZI0+C?:5.?2MRL0/5DH,02C11^ZTTPI$/4UGA08P&$BT?U4M30UL5>'C ^ M#"'YWN81+$C?U;G IIVFG9YIBT1OV_'&,6?B3W*B=_.4C.<8G<@&'LY,'YMJ M9(IEM/2@CJEZAC>I"'ZOJQ.(K5KHX3I%7$8V:[.\R)/*C$)UK>:8#C]&!1#* M#6NS7*GJ/<3,;-[QX&\I9XAQDSWLE)PQ.!9!$&5),,XSS4=D &X9_["2<]6X MD;5QKBX[Y(2D@$6DY;VV.AGI+!\O"5)YM%B9"!*P4J"A:B]*R>/$@1[<@GOL MA@.7!/A7QLU10W%#?5+K-D<*A@=$'%MM\P*,M45 -\19"P2H*$'@$Q9$5%"H MZ^!I2"U_M>59U<&LD=I5HAS_K#D,R@SC R#8*:HQP>9"7+)96I\J;N?DP*F] M5-U!!]=L-0,LXQ%6D]<>/KC&RV42$!EHQ;3[XJA&J5E\[116VEV7:4]7P(+8 MLRPQO,2VF5*,:R=FXRN7S8J.C 4(0<*A8I9!\ZJLF1/C.)6ND=OHN6CA;B>5 MFD-[*2*Y;>&[I?!2UKU7WIX-B^0>5F.C(HUI$%A,I1#PM(ZK):UT15749JIC M;[ "[.P*"@@:24+NW-JV[ZHG7[4? 0P*I,FU/Y[C(YND:^O'U=;'2I=4X8,#GI)/R(4@/+FK5I[:'IYVNV3]CW'5_[Z4'7COW M>=%]?FW$0ZWHL/HNL6Y.R4ZH)=/4,"_6!YVLEJ53PHJ(; XM&_%6/<,Z'3!D M)0W;^P(?65 :3RCP"2YJ$'Z.?Q1=Q ]-0[XL\[Z1ABBE5R!TR?>_$FAN[S4M=%+B>B*%@0N MVV)2]BHTV":GD^56U,2!I33[Q^]2[&\>9*$&T: "HVZNR=K@$0 (C6*$4TWXKC1S-O^X'I9$% M%X'F2VM@Z%%D"?*#VK3"+4H0KP"ID@N3G3HZB\%RQ,NYEO-*7)X.)FH8 :3= MKG84DNJY_E B7^*X^,.)?-@>(C_:W3O$C9#\GOSUY/DJ40NEC2H]8@QZQ)0Z MCQ-H9! 1B"VJ?AD0 0/0,N%5:^I("#%,[=:W[0I*DM9X[2(%H_P3P)S!W5TF M5>054BTJ1E=*@KQ]/SC'^U+Z:&=@-%[.IWA8A?^\>[6K>L]M_L[OW&K>B MJ+)4V+S5Z(&9/&$NQ?<1"N\:UFKSC^&GWZFJ%@@#C ;64^SO\;#+#,?^P&$. MA-$2XBG(0Q%D( PHYZO/X1F?:W#'B *2!1QSCY0M2\@E@V^WP1B4,0P([1Q0 M_V?[D\/")$X*6-C,=7S])N1QRL"0>/+4/*FZ-UY)>ZF$\J5Y7=UOEH8P"+#< M.5VF."*GX@Q^ZDR"1():(3(R_5O]7//!TICH""N(:[0D0,\*8B-1-5=W:X? MB+V"(WK*TSAR*(T+5%K"PZ.]9%B[71;OL:-?^ MLX]VK7+Y-Q6K[FT;W]O8B[ZNYFOC&[)UN(W/%^_)>VO _3WTX/FR%$-!*VJE MNN387?65[TNOQ%X1?>NMA!<.YKN@8R- M"F17]$!\:+!5L_B&W;=D;I/<2/.YPO1-%B57LY>J7A1+ Z[HTW@H%+JT/$&' M*DT,\ 5%SMH3.MM_*UUAV&=4)U2ID*OVDJ[BPW7H#[M3#X6-9UJ8\>X(7CD0M8'/!2ZOW@J1B>RJC; M/SK>WQH3W#K\\X#^:0N$@LVS[18FNSP:M$+Z1(CERVLV4.#'/ MMI,8=YVK.,0:,C(B5"Z!PMH&KH_(_,0Z7*6*T"24QL&DQV ,SW5D\P R'2%$:7*7$ M#U+6'FYBQ.?RJ*\">SZYZX:N]43E'%>I"%_6'*4F:BB?H'I/54T7E(K="[G_ MEN26LM0J,[!DL;X+#0-MEQ&G8UD )2OZ"$*2=J6FQ%662M/2MA#4+(Y"/81T MN%-4DP;+%J5TQVIQ7"7NAP/Q;MT$=Z3=R50]Z]6PA$CH!,(X1_R?G7GL?Q69 MJ8^S]HO&V]:^Y,)VRY4:2 ;MR-N*5?$6]V?07Q!L,"@K0@%7B]-D&JM=>_"79[Y:[FJNZFNAO% MQG&4,F7?'C/;D@R;4RW:0IT ]X^KN7.K'$CI[MM:@>D47K-_0,8. 1U/O3M@ MUB@H\1J1@KA#T7Q5YT9<*^Q"8B+$#]:.^P?EHOM*R.C[C015R M@EO 4ZB6TPE;+[SDDK(BNZ*80IC@H#E,L :,W/'AJV<67'@6>':'SPO/[H-J MSS&0BLF&]5[GN@[J-+95015C#T-3RJ>](\9 =+7;1W+BHB+&K50*C4DLE)&M19*/ [AW&,\Y&6R..H)J>1F)&["XY1_E M?I@">:W5(8@]^;J*1<(S:!\+R"4ON.,B)N4]YW2&B1%"B+Q0;A_T0&V*^=ID M9/ B*BM6C=TD=H[\@X#&0"3E,PM=J[A8Y<1L'NHN!^.%DJKT[P?: M$J)WT),Z4.E(7;2>QHB":_IIV"MND&"X%=ZJLI7QQ$ M)+WIWQGHH0H=*A%W =R5.I)3:/H6'1YSR\3L:/Z#IA?][WYXS%F3UYV MPZ3?4 &Y&O0_CX;7OSO#\^O!:'!U_=C=.MY_HHY(+=!@CIY=1R28>4Z^C*&T M^5N OZ&FI-N.D%==6\7$'D5"]I.$D)#:#!I/A9YJ!>>S$H!I"A0DN6PH)C>L M(AG=B$75#7;MQGB]GH[RBKB:@W"T;!PCNZ'N<#%BW,*5%LXGS]?ZS55.L#:) MWF/+M.4/.++I11$]R2+'&HG*:&PI8-';@^24H6?YCR2JD:# MF3CH)G I5Y6\!:9ZQ_/9#T.^&^O=NBZG.$[A6?$M,,K%/7Z.WH$PQK2]234E M]NT[1_=4$2]!.<_X?[A*IZ!U7D"$<]2 MGC\]+ILTJ?IY^2PNX7:2P.80^'&# 1$!%IF8' %\1\ZW@O77+3U'I]!F.2 M7IJ?3]G=%\RT@:,1FU-]G;S)'<=M+>*> 7^^X4ZCZ&OV,^OWK8,>'[VR_S6.DO9!0>]LZ*" K/=E_-Q+(,L2$< Q?REZW M#B;XU3_6BQ:*&A :ED -_CZ%KEV17W$!*!1AM2W?7)T*TZAH!A5/ABE%M[Q' MG'0;*(X"RZ&BI:EF*ZEB*_!9R+]04V! WS^^E'T)7L,3$ >-^$N0P?O][_/V MQXEMI)5/9+-J&%DGZ/ZO6/16!0/#0$O2LB >/TE]RG7.SOK.EJ62GXIQ%JL"$;82 M^D$68&&*ZYSO]G8M?S,^ID:">82AL@>JZA??VL(9\\\_YL%$U'RK!J#OM9%A M9=V'E@H84#19PMICNAN5"1(FK5:<,7?:VA+J FNR[69>FJG CF0SNAM=\<-Y MGOBW7NGC2M3>^BZ,4Z"^6X]Z%=I?J/B(K-?7WP!;R>[1$U#R6Y#7E8['U1N" MIBV&5] (QL/WN(["VBA1!]+1;))9[Y2L5!VAH@D)U:&H6F73DI<$/T(J[@+C M=F#\L*N?^^-VUR)8I&Y*2"3>6^0H)6)V5!!0A>=\RAU7UXP)&7-LG MC,2>8)6QRN;#HK0:I=!2,\ON;J5+4O#W3B0+6^A3MPJM5;C.'/TL*K8IDOC& M8\DG%6)5T_8KNO,(]D6+[+ZIR72V6NV2L\BI#3XY7=W5F%#1Z.:7RIE9CVS> M3G)=\Q^B,)T"MV5+>4Z66$_>/P.G:Z_7AH-U]0E<*C5/&YYT#!:>)1US3ZM# M4@^J3_@H*$+U&Z(JRI2P9.Y&<9@P5$8^%2&:K)I& M$=&XZ16\_[HCT2W]YO EN:6?6;JB3)?_KTX5:YUSV7&NFYMP6H9PB/WR M:J/[.3BOCN%E3/2&%>V%U.IY*;, +PIRK MK54),P-TS?^23P99V?=@%9FV4KH;EB?1<" 1X>?85(VH%0YY9ZH]2#20F:20@](T[ ZU ME&U'56:D#6?"FU0RC*QTL\B;B4,_EQ MEE3-9;4C)QL&%&NJB3>M1;#/!*?"%7YM4OQYO]#SSW^S'5:!QZ#R]S1(=.M) MG\$LTEM[&36S+27R,7J'##(@DJ)1H3@4B N+5 %G0<3C_)=D#L)"2F;C2FT9 MZNZ+Z05I-3,S-"FS> I0B_8P9AJ8WP^SQ*ZEJ/H0L3.,>*G=(==KV$/4T]>J MY,6@Z,6HZU:Z&@_1EJVF/W*C-6[]]MH1V%9#)K6']:NV20^QLP(OLVM5#:> MRPFW,]6M/*DQ99Q(9[V,8TG\#^%_Q0*:Q)NB/ $"I7ZCOB_F$@I$EUW;?$,S M-%,8B%ZI$,8VE0AI1&9::GXHXX"^0AZ1 M&944'*>0$BBU[+>D')(ZC97*(M0FUK<"VS):\X/%)JO5=WG0?; M36% ;QS?L2Y##8FS JOMY\$CQHBTLKS%7',8EU*\TRT.#JZ5PYJJB9([(3N&A7#5# A160&LKN4L$%$J M-\-8O0JCG,O8HJS.D);)7^8D^"E*Z%*T9-#AB)(G\0M3L]JC9VF$6%D^21$0 MRBABUX#\6*4-56BV"IZ)E%L3%-T_=A*UP M1E)>L+M'IA?9OU9QM1(X;5=4\8<5513HVPO3N#X<6Y!Y3FU_/M?RJ[I-:@OE MB&LJFK(.ULX0DZ)O8, '6_YF 3)4B %/0-IT*M7;V'+U/BA29J,[L5!N%)T] MLQS\A'7"=AZ-(J"-GHFNEU5(I!H24N5-)F3$8U0@F=#NZVOPH#1ME*+K)0*W MF!=N\D8UPT/+HT/H/DK&=F([Z,7]WADHW.CJ==)S2>Z($=0H%1DYD2[V) =I MJU5\DP:CZ4O[1WF6Q9P3+?N1WO(H(]E/J!%D"4FODT(H!(TOI]Y&TJ\E&UW ME#&@8EHKU1$V6U*1"+);&0:24XA,G1TW:*)(*0%/H:\MQG^B;QD,NWB!(&-6 MG]D4UIT&,I!6,#&4!U&66EMI,IZL=Y/8$^(;NN-9J$CW_TT2IVA@W2B,H)B3 M48XFFM,QU!OE56!H)T@+T MHARH<0.D8*]3BR7=3HH/JW(7$/<$\TO8PBIE'!L'4XLP7NN6_22F8U=X*7FO M'WX47T!XT:6T<%4MH%);I0X"-EW@\1E01I':^V+D5DKL:L6O1"$_5'2PN MG8&,EB_@0>Z^6\4XY8'4F6N/I%+/&L_T%$AF&="XZ4$DZZQ+U5E%>'$^*^ZN M(9>6"% 4<;\G[)*788727=@V$*J%)C$64<\E:(")9UHH-?C;D9 SQ:II>/). MH'ZJ:/!Y>M>^,S=R0[/^3#JZ=*9ISE)(\.+8L H6EP+2#'YGH=[I*U&'D5=Q MX)+JU(!>\3"?[0*\=H#W=1?@?:J]+.-]@3(/_(IC#)U3:1U+*U"M??B*4+>=] MGF)WJ!04O 7UZ7!+M@OH; RHCBZ[.,\LU0_[FI22L2CINKE7F;OD[=L*5E"G M+ZL.01PA*<17*$$<+H8LCHM@:1.B"Q.0O?)OQ21'-'];?!>8*YA&,16>-@%- M%9$=7><6WD[WAPTKBKZ9=B_T%K>H.AC*HMY$VGR0[7(D\^$=+N\N.^L(/[48 MGN0]MUF5N2ZU+6":UE>CT==DL%<7A.>NW\Z(D;S%)5W<3*M(5 20 #_5A0V5 M5'386#YMG--[*AD&^]0/D'\2$&\A03U(K01UZG4]WBZ[?P,Q,N0%QH M3#8R,,41P\$&B>F=%1&)4=%+W4(*R0?H#\A"U8$IU#&-\D,2_%E>>KC4UY6? M%%H[2: *T]=#F"9Q?$EY&8H/DWH0E M3>0OB! FW@(#3AQG4VR$YZEC#E')' U M[P"S;+'FF;O_-3YTAN->N?7P\'58[?N MY 5U3WCS[-3-D9#=;ZR UA=*F_E-(X M$ZQ"LJ$H:E38+9F'5G0=Z=R]I+!3E)#&KZ0T?XF[R)8S.A1,MB$:ZAYL-[HK M/)EBS:S()__=0Z.7'7L$0T)>](1+=U/-_'#\)T\T]"I68FOB##$BR+1+D3[678>!34U-75]JHVGOIL-08 M5$D,UPGA1NP"44QKQH@0ME@] W2S MPTW&BN*499"?>\T?#G1^)%N,4ZP^>E5'ZTK@IN M:5LPC7#54ZAKKG,*FE,!F+4U4CDPTL]PC3KD.,*? RH/#58S(KD87+2)1B&U M/:G5O#.5O"![B]I/ZFM=WRG=)=P5R;RJ\&Y-+]-BGZMB/4K0H%O8WZY-WC5Y M)V/Z%^OUG!R@NL8V-2XLHSQ$I0B?Y8&1":0FZJZ[V>"),(1;\5R,5N)I> E2 MJ'0))IT)L<.Q#OE:<\87O-]6M3J^3,:1NR]WI9126).G:'5@77G'7PHO:EL5 MVC)6]#Y@F6LE4&R8[PR0,U1HQI",:7%K755$Z&(R7\HS*-?; '.ZS*VDA<'P M?G(_[ Q9H&/]4HF[P@U[;]!'ETEF5*YE" @^FI@&)I73]=:*!EQ>/1(O5 )! M*@,&YFLGQMD)!PQDRDN,E1087"++0DI@<@8XCF%V7@JCF+2)43RDM)S'SOL$Q?:&^<.Y5+15+SHM MI.P;OV@6/BZ5E.J.<'75/)DI]I!P-ZQL9%AEZLG:)4LKU[5+M5DZ"CQ(,9\I M&&NFHY.=AC5.;+7(@KFO4=Q5GJFE[TMUW[KTVD[P[+:5II(?_U)@+=BUVT@! MM\IP=8]0+ UOIK33A17?X-7-BOTS T+3HL18 M?'89C&1.6ME.,@'MH8&VK+*?ZMYMW;^5%$% MVK:.E8@,GY"^4RK.#A2Y4<0'1N5\)L8QD8NRQ<[J.U^<5*%5HUQYPX)?"E,5 M;6*J#VA?P%,O#8CNAKU+QD&6**=2$-V!+6,4I"(6WEQ( M'8H3J)%B=5$>9M'2]:'R2JE K4WF^!=^*UL'6?J,5;Z@+Y)BP&.!R;STDX^V M5]8RPE&H>+9]\H WA\=F=J=]0H)]0L$M>K6X2:HG'3Q !B05Y/#L4ZKU)Q%& M VXIO?#Z_ N<#S"5VSA$SQI*+QZ"4CF5G&%%5NI*)2VK6-M18Y092 1I-FJ0 M\ ;;"O$U990++GZLD\"$"&2&?BE\:=H>OG1$\&_+ M&).Y'^RFNJ%$\)YR'V]:!8R+;F[MY7:UA]M2@B1!CZ7O IB;QH(G[ ]NF15VYUY"]GAOWX^Q2$_!N;[P&HB--69_':O@[S6T:(Z,]J5F]%BF6%< M\*78P"7(U'08@(+.)F ;CV4!<-T=;[S?"K^O1KDVNZ1?J=]!Q2MVPCB>A]7U MM*R[-*6=IY(#\M&E5G,FQ@.K.-V4QJ8:7%IU5LR>ZJ,DO%G2,M>G6&K-O)P M:EI>F*RO?A@3^/*ISG?<"NZV&T,XKAV_D6MW)3$S"DX77[3CB\==?/&I]M+F MI*QI6)!)!-D;I!*0L:3(N _J4.[#$;&7H@/-CA>3_5B@@;ZM="^[&2$))'0X M,TJ-9V6\R'B2[&\(=\GJ9UA83-5G_;'7N]RV?R2[_84J5=^;8]]QAF&7 M+46**0AV(E&0RE]-E&.0&SCIIRV?ICZ;R"H^_G&[3F5Z-#.@VCR1)>-A(+A+ M$Z/\8>"1OJ:V\KR_8[&(98Z!HD)Y(ISZ5W,([5FUK=NJD(CJ Z#'N^@L,-[8(DY7M&F.H2<(!2D$I+JDA5:D-Z7&+(+!H!-(*?H]F':/8;_/Y_YIIM8#.@27AL\)#3JV7DW$;4P.7> M^-7@YB43M\*CR',T3#I1W^*)ABZLBDK\:S3VEUF94U&AK B*AF7:NA%1CDCR MK*8AO3L7, G__0:8V"H]^<.ZX+Y3B$EQ+EP?BST:>ALHX:@1-XKYD0NUV1?\%ML-.Q7 @ Q MI@ P]^9CC=ZC8'=)CLA CI266>4FH6:Y0R9M$7SOEN1X@(4(LUQ KIRG,?;" MN=C/V4\A93#+RJP/GV>ST>%?L51N]_I5!70TW2J:]H565O3\@!<9J:X1I2]E MWP-R!M=D%R[,=1FN33-WKC/C?]!CU'/GX];$4VZ*6E!G6O-Y4/AYC1G?@_6= M%FMF_FWX[B,X@=**2#W=Z_OG@.ZB053P5Z$U?&CU=VO;W:0NQO;0H$\)?B#P M5"81G:O!EBH^HX$JYQ+N9!^&4^?8%^O.QK;.MTQG)-H3?EV@QI%BO7S#.Q;? M,8?,3>J#,\&*7F(@_6Q(N95\:3\TJZ'"O.?$9FX3S.IECHT,QEI=;[=QBF':!L\Q/<8B/<(BN1-D M(MR\-61XZ"YRH'DKYI<4^&@M[>9.*U=6;]G=V$;ST?!+OPG_%A;3@F9$3^8#P2R^>2Y66DHP>D/2LQ)H M57EJ-,%>L2GSRUL1I)09N$R+N-L2;YIL0==EW-_]6Q9BGA]@(68R,5,*6=S$D@EN#X= P7)$&YI\PV'09.UI:NE'8DH&3BK0?5QR6_8UQ:^9GS48 M5H\?<#<%X*'$WA^GL\ZO3YZ]0H#\T/Y=M' QXLP