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      Rocket Companies Announces Fourth Quarter and Full Year 2021 Results

      - Grew full year 2021 originations volume to $351 billion, up 10% from record 2020 levels

      - Generated Q4 net revenue of $2.6 billion and Adjusted Revenue of $2.4 billion(1)

      - Delivered Q4 net income of $865 million and Adjusted Net Income of $637 million(1)

      - Special dividend of $1.01 per Class A common stock declared by Board of Directors

      Rocket Companies is a Detroit-based holding company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Rocket Loans, Rocket Auto, Rock Central, Amrock, Core Digital Media, Rock Connections, Lendesk and Edison Financial. (PRNewsfoto/Rocket Companies)

      News provided by

      Rocket Companies, Inc.

      Feb 24, 2022, 16:05 ET

      Share this article

      Share this article


      DETROIT, Feb. 24, 2022 /PRNewswire/ -- Rocket Companies, Inc. (NYSE: RKT) ("Rocket Companies" or the "Company"), a Detroit-based FinTech platform company consisting of tech-driven real estate, mortgage and financial services businesses – including Rocket Mortgage, Rocket Homes, Truebill and Rocket Auto – today announced results for the quarter and year ended December 31, 2021.

      "Rocket made significant accomplishments in 2021 as we continued to execute on our mission to remove friction from life's complex moments. Rocket Mortgage had its best year ever in overall origination, with $351 billion in originations, while also setting a new record in home purchase volume. We expanded the Rocket platform with the strategic addition of Truebill, broadening the services we offer to help clients manage their entire financial lives." said Jay Farner, Vice Chairman and CEO of Rocket Companies.

      "Rocket continues to leverage our platform to grow and scale across real estate, mortgage, and financial services. I am also pleased to announce that the Board of Directors has approved a special dividend of $1.01 per share. Since our IPO, Rocket has returned $4.5 billion to shareholders through dividends and share repurchases, while remaining well-capitalized and investing in a disciplined manner to generate long term shareholder value."

      Fourth Quarter Financial Summary1


      ROCKET COMPANIES

      (Units in '000s, $ amounts in millions, except per share)



      Q4-21


      Q4-20


      Q4-19


      FY 21


      FY 20


      FY 19


      (Unaudited)


      (Unaudited)

      Total revenue, net

      $       2,593


      $       4,681


      $       1,908


      $       12,914


      $       15,650


      $       5,069

      Total expenses

      $       1,737


      $       1,792


      $       1,151


      $         6,730


      $         6,118


      $       4,165

      Net income

      $          865


      $       2,841


      $          754


      $         6,072


      $         9,399


      $          897













      Adjusted Revenue

      $       2,435


      $       4,775


      $       1,825


      $       12,427


      $       16,938


      $       5,907

      Adjusted Net Income

      $          637


      $       2,301


      $          518


      $         4,502


      $         8,266


      $       1,342

      Adjusted EBITDA

      $          883


      $       3,135


      $          744


      $         6,182


      $       11,217


      $       1,994













      GAAP Diluted EPS

      $         0.32


      $         1.09


      N/A


      $           2.32


      $           1.76


      N/A

      Adjusted Diluted EPS

      $         0.32


      $         1.16


      N/A


      $           2.26


      $           4.16


      N/A


      (Units in '000s, $ amounts in millions)



      Q4-21


      Q4-20


      Q4-19


      FY 21


      FY 20


      FY 19

      Select Metrics

      (Unaudited)


      (Unaudited)

      Closed loan origination volume

      $    75,857


      $    107,199


      $    50,833


      $    351,193


      $    320,209


      $    145,180

      Gain on sale margin

      2.80%


      4.41%


      3.41%


      3.13%


      4.46%


      3.19%

      Net rate lock volume

      $    68,378


      $      95,971


      $    43,879


      $    333,790


      $    338,667


      $    152,184

      Amrock closings (units)

      244.5


      347.5


      165.2


      1,115.1


      1,040.1


      444.9

      Rocket Auto car sales (units)

      15.4


      9.4


      7.2


      59.7


      32.1


      20.0


      Fourth Quarter Financial Highlights
      During the fourth quarter of 2021:

      • Generated total revenue, net of $2.6 billion and Adjusted Revenue of $2.4 billion in Q4 '21, which represents 36% and 33% growth as compared to Q4 '19, respectively. We compare certain revenue and profitability measures to 2019 as we experienced a historically low interest rate environment in combination with limited industry capacity during 2020.
      • Rocket Mortgage generated $75.9 billion in mortgage origination closed loan volume and gain on sale margin of 2.80%. Our closed loan volume was up 49% compared to Q4 '19 levels.
      • Generated net income of $865 million, which exceeded Q4 '19 net income by 15%, and Adjusted Net Income of $637 million during Q4 '21, which was 23% higher than Q4 '19 levels. Our net income margin was 33% for Q4 '21, which compares to 40% in Q4 '19. Our Adjusted Net Income margin was 26% in Q4 '21, which compares to 28% in Q4 '19.
      • Achieved Adjusted EBITDA of $883 million during Q4 '21, up 19% from Q4 '19 levels. Our Adjusted EBITDA margin was 36% for Q4 '21, which compares to 41% for Q4 '19.
      • In December 2021, we completed the acquisition of Truebill, a leading personal finance app that helps clients manage their entire financial lives, for $1.275 billion in consideration. Truebill has quickly become the choice for clients looking to live their best financial lives by managing subscriptions, improving credit scores, tracking spending and building budgets in a simple, easy-to-use app. This acquisition accelerates Rocket Companies' vision to help clients in complex moments. Truebill's annualized recurring revenue base exceeded $100 million as of December 2021, more than double the run rate on a year-over-year basis.
      • Grew servicing book unpaid principal balance to $552 billion at December 31, 2021, up 35% from December 31, 2020 and 63% from December 31, 2019. As of December 31, 2021, our servicing portfolio includes 2.6 million clients and generates $1.4 billion of recurring servicing fee income on an annualized basis.
      • In October, Rocket Mortgage issued $1,150 million of 2.875% senior notes due 2026 and $850 million of 4.000% senior notes due 2033. The proceeds were used to acquire $948 million in outstanding 5.250% senior notes due 2028 in a tender offer and for general corporate purposes. Through these transactions, we lowered the weighted average cost of our senior notes by 68 basis points, extended the weighted average maturity of our senior notes by more than five months, and transitioned to investment grade level covenants.

      Subsequent to December 31, 2021:

      • Our Company's Board of Directors declared a special dividend of $1.01 per share payable on March 22, 2022 to holders of our Class A common stock of record at the close of business on March 8, 2022. We will fund the special dividend from cash distributions of approximately $2.0 billion.
      • As of February 18, 2022, Rocket Companies repurchased 20.7 million shares cumulatively at an average price of $15.08. Cumulatively, we have returned $312 million to Class A common stockholders under the $1 billion share repurchase program authorized in November 2020.

      Full Year Financial Highlights
      During the full year of 2021:

      • Generated total revenue, net of $12.9 billion and Adjusted Revenue of $12.4 billion in 2021, which represents 155% and 110% growth as compared to 2019, respectively.
      • Rocket Mortgage generated $351.2 billion in mortgage origination closed loan volume and gain on sale margin of 3.13%. Our closed loan volume in 2021 was a new company record, up 10% from 2020 levels and 142% compared to 2019 levels.
      • Generated net income of $6.1 billion, which exceeded 2019 net income by 577%, and Adjusted Net Income of $4.5 billion during 2021, which was 236% greater than 2019 levels. Our net income margin was 47% for 2021, which compares to 18% in 2019. Our Adjusted Net Income margin was 37% in 2021, which compares to 23% in 2019.
      • Achieved Adjusted EBITDA of $6.2 billion during 2021, up 210% from 2019 levels. Our Adjusted EBITDA margin was 50% for 2021, which compares to 34% for 2019, demonstrating the scalability of our platform.

      Company Highlights
      Rocket Platform

      • 2021 represented Rocket Mortgage's strongest purchase closed loan volume in company history. During the fourth quarter, our purchase volume grew 76% over Q4'20 levels, driven by our focus on a superior, technology-driven client experience, product innovation and our integrated, end-to-end home buying ecosystem.
      • In 2021, the Rocket Companies platform expanded its user base to 204 million unique visitors, representing an increase of 33% from 2020.
      • In 2021, Rocket Mortgage earned a net promoter score (NPS) of 73, which is a measure of client satisfaction and compares to the mortgage origination industry average NPS of 16, according to J.D. Power.
      • Rocket Mortgage net client retention rate was 91% over the 12 months ended December 31, 2021. There is a strong correlation between this metric and client lifetime value, and we believe our net client retention rate is unmatched among mortgage companies and on par with some of the best performing subscription business models in the world.
      • Rocket Homes drove a record 33,100 real estate transactions and $8 billion of real estate transaction value during 2021, representing the value of homes purchased and sold through our real estate agent network.
      • Rocket Auto, our automotive retail marketplace, generated $1.9 billion in gross merchandise value2 in 2021 more than doubling over the year prior.
      • Amrock reached a new milestone completing more than 1.1 million client closings during 2021. Amrock's digital experience enables an easier, faster and more accessible closing process, resulting in a superior client experience overall.
      • Our 2022 Super Bowl ad, starring Anna Kendrick and Barbie, was ranked #1 by USA Today's Ad Meter. This was the second year in a row that we have earned the #1 ranking. The ad features both Rocket Mortgage and Rocket Homes, highlighting our ability to help clients purchase a new home in today's hot housing market.

      Technology and Product

      • We expanded the roll-out of Rocket Logic, our next generation loan origination system, which is now processing the majority of our origination volume. Our Rocket Logic system has continuously driven higher efficiency and improved the velocity of loans processed. During the fourth quarter, roughly a quarter of our refinance loans closed in 10 days or less, and overall turn times decreased by 8% quarter over quarter.
      • As of December 31, 2021, approximately 80,000 real estate agents have signed up for Rocket Pro Insight (RPI), up 5x from December 31, 2020. RPI is our digital platform for real estate agents to manage the entire mortgage process in real-time, from application submission to closing.
      • Pathfinder, our centralized digital database of mortgage products and policies, unveiled new search functionality powered by Google's new neural search model, the first of its kind outside of Google to use the new model in product form. This enhanced functionality delivers same page, immediate, accurate answers to full sentence, natural language queries, providing a faster, smoother experience to over 1.1 million searches per month. Pathfinder is considered an industry-leading resource by mortgage brokers, and is used by Rocket Pro TPO partners, Rocket Pro originators, and the Rocket Mortgage Cloud Force.

      Supporting Our Communities

      • Rocket Mortgage sponsored Detroit's third-annual PGA Tour in 2021, the Rocket Mortgage Classic, raising more than $1.35 million to support local nonprofits. Over half of these funds supported the event's "Changing the Course" initiative, which aims to provide all Detroiters access to the internet and technology and digital literacy training within five years. In 2021, 68% of Detroit households were digitally connected, up from 40% in 2020, largely due to the "Changing the Course" initiative.
      • Rocket Community Fund, a partner company, recently announced a partnership with Human-I-T, a non-profit with the mission to shrink the digital divide one piece of technology at a time. In addition to shrinking the digital divide, this initiative also reduces e-waste. Through this partnership, we have refurbished and redistributed more than 57,500 devices back to our home communities.

      First Quarter 2022 Outlook
      We expect the following ranges in Q1 2022:

      • Closed loan volume of between $52 billion and $57 billion.
      • Net rate lock volume of between $50 billion and $57 billion.
      • Gain on sale margins of 2.80% to 3.10%.

      Direct to Consumer

      In the Direct to Consumer segment, clients have the ability to interact with Rocket Mortgage online and/or with the Company's mortgage bankers. The Company markets to potential clients in this segment through various brand campaigns and performance marketing channels. The Direct to Consumer segment derives revenue from originating, closing, selling and servicing predominantly agency-conforming loans, which are pooled and sold to the secondary market. The segment also includes title insurance, appraisals and settlement services complementing the Company's end-to-end mortgage origination experience. Servicing activities are fully allocated to the Direct to Consumer segment and are viewed as an extension of the client experience. Servicing enables Rocket Mortgage to establish and maintain long term relationships with our clients, through multiple touchpoints at regular engagement intervals.

      DIRECT TO CONSUMER3

      ($ amounts in millions)



      Q4-21


      Q4-20


      FY 21


      FY 20


      (Unaudited)


      (Unaudited)

      Sold loan volume

      $    50,392


      $           67,825


      $            213,889


      $         199,842

      Sold loan gain on sale margin

      4.32%


      5.89%


      4.75%


      5.48%

      Revenue, net

      $      2,181


      $              3,538


      $              10,581


      $           11,722

      Adjusted Revenue

      $      2,023


      $              3,632


      $              10,094


      $           13,010

      Contribution margin

      $      1,134


      $              2,606


      $                6,396


      $              9,373

      Partner Network

      The Rocket Professional platform supports our Partner Network segment, where we leverage our superior client service and widely recognized brand to grow marketing and influencer relationships, and our mortgage broker partnerships through Rocket Pro TPO. Our marketing partnerships consist of well-known consumer-focused companies that find value in our award-winning client experience and want to offer their clients mortgage solutions with our trusted, widely recognized brand. These organizations connect their clients directly to us through marketing channels and a referral process. Our influencer partnerships are typically with companies that employ licensed mortgage professionals that find value in our client experience, technology and efficient mortgage process, where mortgages may not be their primary offering. We also enable clients to start the mortgage process through the Rocket platform in the way that works best for them, including through a local mortgage broker.

      PARTNER NETWORK

      ($ amounts in millions)



      Q4-21


      Q4-20


      FY 21


      FY 20


      (Unaudited)


      (Unaudited)

      Sold loan volume

      $      30,289


      $           37,897


      $            138,803


      $         106,530

      Sold loan gain on sale margin

      0.79%


      2.57%


      1.20%


      2.19%

      Revenue, net

      $            267


      $                 961


      $                1,766


      $              3,180

      Adjusted Revenue

      $            267


      $                 961


      $                1,766


      $              3,180

      Contribution margin

      $            113


      $                 795


      $                1,079


      $              2,643

      Balance Sheet and Liquidity

      We remain in a strong liquidity position, with total liquidity of $9.1 billion, which includes $2.1 billion of cash on-hand, $3.5 billion of corporate cash used to self-fund loan originations, a portion of which could be transferred to funding facilities (warehouse lines) at our discretion, $3.1 billion of undrawn lines of credit from non-funding facilities, and $0.3 billion of undrawn MSR lines. Our available cash position was $5.6 billion, which includes cash on-hand and corporate cash used to self-fund loan originations, combined with the $5.4 billion of mortgage servicing rights, representing a total of $11.0 billion dollars of asset value on our balance sheet as of December 31, 2021.

      BALANCE SHEET HIGHLIGHTS

      ($ amounts in millions)



      December 31, 2021


      December 31, 2020


      (Unaudited)



      Cash and cash equivalents

      $                         2,131


      $                            1,971

      Mortgage servicing rights ("MSRs"), at fair value

      $                         5,386


      $                            2,863

      Funding facilities

      $                       12,752


      $                          17,743

      Other financing facilities and debt

      $                         5,994


      $                            3,678

      Total equity

      $                         9,760


      $                            7,882

      Fourth Quarter and Full Year Earnings Call
      Rocket Companies will host a live conference call at 4:30 p.m. ET on February 24, 2022 to discuss its results for the quarter and year ended December 31, 2021. A live webcast of the event will be available online by clicking on the "Investor Info" section of our website. The webcast will also be available via rocketcompanies.com.

      A replay of the webcast will be available on the Investor Relations site following the conclusion of the event. If you are having issues viewing the webcast, please see the event help guide at the link here.

      Consolidated Statements of Income

      ($ In Thousands, Except Shares and Per Share Amounts)



      Three Months Ended December 31,


      Years Ended December 31,


      2021


      2020


      2021


      2020


      (Unaudited)


      (Unaudited)

      Revenue








      Gain on sale of loans








      Gain on sale of loans excluding fair value of MSRs, net

      $               993,588


      $            3,131,808


      $            6,604,215


      $          11,946,044

      Fair value of originated MSRs

      926,842


      1,082,760


      3,864,359


      3,124,659

      Gain on sale of loans, net

      1,920,430


      4,214,568


      10,468,574


      15,070,703

      Loan servicing income (loss)








      Servicing fee income

      355,880


      295,163


      1,325,938


      1,074,255

      Change in fair value of MSRs

      (133,232)


      (393,811)


      (689,432)


      (2,379,355)

      Loan servicing income (loss), net

      222,648


      (98,648)


      636,506


      (1,305,100)

      Interest income








      Interest income

      118,233


      97,622


      430,086


      329,593

      Interest expense on funding facilities

      (56,146)


      (82,942)


      (261,146)


      (245,523)

      Interest income, net

      62,087


      14,680


      168,940


      84,070

      Other income

      387,601


      549,912


      1,640,446


      1,800,394

      Total revenue, net

      2,592,766


      4,680,512


      12,914,466


      15,650,067

      Expenses








      Salaries, commissions and team member benefits

      804,136


      884,279


      3,356,815


      3,238,301

      General and administrative expenses

      315,779


      289,119


      1,183,418


      1,053,080

      Marketing and advertising expenses

      305,584


      279,184


      1,249,583


      949,933

      Depreciation and amortization

      19,243


      26,683


      74,713


      74,316

      Interest and amortization expense on non-funding debt

      125,968


      82,010


      230,740


      186,301

      Other expenses

      166,711


      230,455


      634,296


      616,479

      Total expenses

      1,737,421


      1,791,730


      6,729,565


      6,118,410

      Income before income taxes

      855,345


      2,888,782


      6,184,901


      9,531,657

      Provision for income taxes

      9,971


      (48,018)


      (112,738)


      (132,381)

      Net income

      865,316


      2,840,764


      6,072,163


      9,399,276

      Net income attributable to non-controlling interest

      (817,265)


      (2,700,716)


      (5,763,953)


      (9,201,325)

      Net income attributable to Rocket Companies

      $                  48,051


      $                140,048


      $               308,210


      $                197,951









      Earnings per share of Class A common stock








      Basic

      $                      0.36


      $                      1.21


      $                      2.36


      $                      1.77

      Diluted

      $                      0.32


      $                      1.09


      $                      2.32


      $                      1.76









      Weighted average shares outstanding








      Basic

      132,607,997


      115,372,565


      130,578,206


      111,926,619

      Diluted

      1,985,285,921


      1,988,435,424


      1,989,433,567


      116,238,493

      Consolidated Balance Sheets

      ($ In Thousands, Except Shares and Per Share Amounts)



      December 31,
      2021


      December 31,
      2020


      (Unaudited)



      Assets




      Cash and cash equivalents

      $        2,131,174


      $        1,971,085

      Restricted cash

      80,423


      83,018

      Mortgage loans held for sale, at fair value

      19,323,568


      22,865,106

      Interest rate lock commitments ("IRLCs"), at fair value

      538,861


      1,897,194

      Mortgage servicing rights ("MSRs"), at fair value

      5,385,613


      2,862,685

      MSRs collateral for financing liability, at fair value

      —


      205,033

      Notes receivable and due from affiliates

      9,753


      22,172

      Property and equipment, net of accumulated depreciation and amortization

      254,376


      211,161

      Deferred tax asset, net

      572,049


      519,933

      Lease right of use assets

      427,895


      238,546

      Forward commitments, at fair value

      17,337


      20,584

      Loans subject to repurchase right from Ginnie Mae

      1,918,032


      5,696,608

      Other assets

      2,115,814


      941,477

      Total assets

      $      32,774,895


      $      37,534,602

      Liabilities and equity




      Liabilities




      Funding facilities

      $      12,751,592


      $      17,742,573

      Other financing facilities and debt




      Lines of credit

      75,000


      375,000

      Senior Notes, net

      4,022,491


      2,973,046

      Early buy out facility

      1,896,784


      330,266

      MSRs financing liability, at fair value

      —


      187,794

      Accounts payable

      271,544


      251,960

      Lease liabilities

      482,184


      272,274

      Forward commitments, at fair value

      19,911


      506,071

      Investor reserves

      78,888


      87,191

      Notes payable and due to affiliates

      33,650


      73,896

      Tax receivable agreement liability

      688,573


      550,282

      Loans subject to repurchase right from Ginnie Mae

      1,918,032


      5,696,608

      Other liabilities

      776,714


      605,485

      Total liabilities

      23,015,363


      29,652,446

      Equity




      Class A common stock

      1


      1

      Class B common stock

      —


      —

      Class C common stock

      —


      —

      Class D common stock

      19


      19

      Additional paid-in capital

      287,558


      282,743

      Retained earnings

      378,005


      207,422

      Accumulated other comprehensive income

      81


      317

      Non-controlling interest

      9,093,868


      7,391,654

      Total equity

      9,759,532


      7,882,156

      Total liabilities and equity

      $      32,774,895


      $      37,534,602

      Summary Segment  Results for the Year Ended December 31, 2021 and 2020,

      ($ amounts in millions)

      (Unaudited)


      Three Months Ended December 31, 2021


      Direct to

       Consumer


      Partner

       Network


      Segments

       Total


      All Other


      Total

      Total U.S. GAAP Revenue, net


      $             2,181


      $                 267


      $             2,449


      $                 144


      $             2,593

      Plus: Decrease in MSRs due to valuation assumptions (net of hedges)


      (158)


      —


      (158)


      —


      (158)

      Adjusted Revenue


      $             2,023


      $                 267


      $             2,291


      $                 144


      $             2,435

      Directly attributable expenses


      889


      154


      1,044


      78


      1,121

      Contribution margin(1)


      $             1,134


      $                 113


      $             1,247


      $                   66


      $             1,314


      Three Months Ended December 31, 2020


      Direct to
      Consumer


      Partner
      Network


      Segments
      Total


      All Other


      Total

      Total U.S. GAAP revenue, net


      $             3,538


      $                 961


      $             4,498


      $                 182


      $             4,681

      Plus: Decrease in MSRs due to valuation assumptions (net of hedges)


      95


      —


      95


      —


      95

      Adjusted Revenue


      $             3,632


      $                 961


      $             4,593


      $                 182


      $             4,775

      Directly attributable expenses


      1,027


      165


      1,192


      134


      1,326

      Contribution margin(1)


      $             2,606


      $                 795


      $             3,401


      $                   48


      $             3,449


      Years Ended December 31, 2021


      Direct to
      Consumer


      Partner
      Network


      Segments
      Total


      All Other


      Total

      Total U.S. GAAP revenue, net


      $           10,581


      $             1,766


      $           12,347


      $                 567


      $           12,914

      Less: Increase in MSRs due to valuation assumptions (net of hedges)


      (487)


      —


      (487)


      —


      (487)

      Adjusted Revenue


      $           10,094


      $             1,766


      $           11,860


      $                 567


      $           12,427

      Directly attributable expenses


      3,698


      686


      4,384


      275


      4,659

      Contribution margin(1)


      $             6,396


      $             1,079


      $             7,475


      $                 293


      $             7,768


      Years Ended December 31, 2020


      Direct to
      Consumer


      Partner
      Network


      Segments
      Total


      All Other


      Total

      Total U.S. GAAP revenue, net


      $           11,722


      $             3,180


      $           14,902


      $                 748


      $           15,650

      Plus: Decrease in MSRs due to valuation assumptions (net of hedges)


      1,288


      —


      1,288


      —


      1,288

      Adjusted Revenue


      $           13,010


      $             3,180


      $           16,190


      $                 748


      $           16,938

      Directly attributable expenses


      3,638


      538


      4,175


      412


      4,587

      Contribution margin(1)


      $             9,373


      $             2,643


      $           12,015


      $                 335


      $           12,351


      (1) We measure the performance of the segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted Revenue less directly attributable expenses. Adjusted Revenue is a non-GAAP financial measure described above. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, and other expenses, such as direct servicing costs and origination costs.

      GAAP to non-GAAP Reconciliations

      Adjusted Revenue Reconciliation ($ amounts in millions)



      Three Months Ended December 31,


      Years Ended December 31,


      2021


      2020


      2019


      2021


      2020


      2019


      (Unaudited)


      (Unaudited)

      Total Revenue, net

      $         2,593


      $       4,681


      $       1,908


      $    12,914


      $    15,650


      $       5,069

      Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)

      (158)


      95


      (83)


      (487)


      1,288


      838

      Adjusted Revenue

      $         2,435


      $       4,775


      $       1,825


      $    12,427


      $    16,938


      $       5,907


      (1) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSR's.

      Adjusted Net Income Reconciliation ($ amounts in millions)



      Three Months Ended December 31,


      Years Ended December 31,


      2021


      2020


      2019


      2021


      2020


      2019


      (Unaudited)


      (Unaudited)

      Net income attributable to Rocket Companies

      $         48


      $       140


      $          —


      $       308


      $       198


      $          —

      Net income impact from pro forma conversion of Class D common shares to Class A common shares(1)

      818


      2,701


      755


      5,766


      9,203


      898

      Adjustment to the provision for income tax(2)

      (226)


      (671)


      (185)


      (1,429)


      (2,235)


      (217)

      Tax-effected net income(2)

      640


      2,171


      570


      4,646


      7,166


      681

      Non-cash share-based compensation expense

      40


      43


      14


      164


      136


      40

      Change in fair value of MSRs due to valuation assumptions (net of hedges)(3)

      (158)


      95


      (83)


      (487)


      1,288


      838

      Loss on extinguishment of Senior Notes

      87


      44


      —


      87


      44


      —

      Litigation accrual(4)

      —


      —


      —


      15


      —


      —

      Change in Tax receivable agreement liability(5)

      19


      (8)


      —


      19


      (8)


      —

      Tax impact of adjustments(6)

      8


      (45)


      17


      55


      (364)


      (217)

      Other tax adjustments(7)

      1


      2


      —


      4


      5


      —

      Adjusted Net Income

      $       637


      $    2,301


      $       518


      $   4,502


      $    8,266


      $    1,342


      (1) Reflects net income to Class A common stock from pro forma exchange and conversion of corresponding shares of our Class D common shares held by non-controlling interest holders as of December 31, 2021, 2020 and 2019.


      (2) Rocket Companies, Inc. will be subject to U.S. Federal income taxes, in addition to state, local and Canadian taxes with respect to its allocable share of any net taxable income of RKT Holdings, LLC. The adjustment to the provision for income tax reflects the effective tax rates assuming Rocket Companies, Inc. owns 100% of the non-voting common interest units of RKT Holdings, LLC. The effective income tax rate for Adjusted Net Income was 25.21% for the year ended December 31, 2021, 24.87% for the year ended December 31, 2020 and 24.77% for the year ended December 31, 2019.


      (3) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSRs.


      (4) Reflects legal accrual related to a specific legal matter.


      (5) Reflects changes in estimates of tax rates and other variables of the Tax receivable agreement liability for which no income tax expense/benefit is recognized.


      (6) Tax impact of adjustments gives effect to the income tax related to non-cash share-based compensation expense, change in fair value of MSRs due to valuation assumptions, loss on extinguishment of Senior Notes, and the litigation accrual at the above described effective tax rates for each period.


      (7) Represents tax benefits due to the amortization of intangible assets and other tax attributes resulting from the purchase of RKT Holdings units, net of payment obligations under Tax Receivable Agreement.

      Adjusted Diluted Weighted Average Shares Outstanding Reconciliation ($ in millions, except per share)



      Three Months Ended December 31,


      Years Ended December 31,


      2021


      2020


      2019


      2021


      2020


      2019


      (Unaudited)


      (Unaudited)

      Diluted weighted average Class A Common shares outstanding

      1,985,285,921


      1,988,435,424


      N/A


      1,989,433,567


      116,238,493


      N/A

      Assumed pro forma conversion of Class D shares (1)

      —


      —


      N/A


      —


      1,872,476,780


      N/A

      Adjusted diluted weighted average shares outstanding

      1,985,285,921


      1,988,435,424


      N/A


      1,989,433,567


      1,988,715,273


      N/A













      Adjusted Net Income (2)

      $                            637


      $                2,301


      N/A(3)


      $               4,502


      $             8,266


      N/A(3)

      Adjusted Diluted EPS

      $                           0.32


      $                  1.16


      N/A(3)


      $                 2.26


      $               4.16


      N/A(3)


      (1) Reflects the pro forma exchange and conversion of non-dilutive Class D common stock to Class A common stock.


      (2) Represents Adjusted Net Income for 2020 for the full period as presented.


      (3) This non-GAAP measure is not applicable for these periods, as the reorganization transactions had not yet occurred.

      Adjusted EBITDA Reconciliation ($ amounts in millions)



      Three Months Ended December 31,


      Years Ended December 31,


      2021


      2020


      2019


      2021


      2020


      2019


      (Unaudited)


      (Unaudited)

      Net income

      $             865


      $        2,841


      $       754


      $       6,072


      $       9,399


      $          897

      Interest and amortization expense on non-funding debt

      126


      82


      38


      231


      186


      137

      Income tax provision

      (10)


      48


      3


      113


      132


      7

      Depreciation and amortization

      19


      27


      18


      75


      74


      75

      Non-cash share-based compensation expense

      40


      43


      14


      164


      136


      40

      Change in fair value of MSRs due to valuation assumptions (net of hedges) (1)

      (158)


      95


      (83)


      (487)


      1,288


      838

      Litigation accrual (2)

      —


      —


      —


      15


      $             —


      —

      Adjusted EBITDA

      $             883


      $        3,135


      $       744


      $       6,182


      $    11,217


      $      1,994


      (1) Reflects changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, and the effects of contractual prepayment protection associated with sales of MSR's.


      (2) Reflects legal accrual related to a specific legal matter.

      Non-GAAP Financial Measures

      To provide investors with information in addition to our results as determined under Generally Accepted Accounting Principles ("GAAP"), we disclose Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS, and Adjusted EBITDA as "non-GAAP measures" which management believes provide useful information to investors. These measures are not financial measures calculated in accordance with GAAP and should not be considered as a substitute for revenue, net income, or any other operating performance measure calculated in accordance with GAAP, and may not be comparable to a similarly titled measure reported by other companies.

      We define "Adjusted Revenue" as total revenues net of the change in fair value of mortgage servicing rights ("MSRs") due to valuation assumptions (net of hedges). We define "Adjusted Net Income" as tax-effected earnings before non-cash share-based compensation expense, the change in fair value of MSRs due to valuation assumptions (net of hedges) loss on extinguishment of Senior Notes, a litigation accrual, Change in Tax receivable agreement liability, and the tax effects of those adjustments. We define "Adjusted Diluted EPS" as Adjusted Net Income divided by the diluted weighted average number of Class A common stock outstanding for the applicable period, which assumes the pro forma exchange and conversion of all outstanding Class D common stock for Class A common stock. We define "Adjusted EBITDA" as earnings before interest and amortization expense on non-funding debt, income tax, depreciation and amortization, net of the change in fair value of MSRs due to valuation assumptions (net of hedges), share-based compensation expense, and a litigation accrual. We exclude from each of these non-GAAP revenues the change in fair value of MSRs due to valuation assumptions (net of hedges) as this represents a non-cash non-realized adjustment to our total revenues, reflecting changes in assumptions including discount rates and prepayment speed assumptions, mostly due to changes in market interest rates, which is not indicative of our performance or results of operation. We also exclude effects of contractual prepayment protection associated with sales of MSR's. Adjusted EBITDA includes interest expense on funding facilities, which are recorded as a component of "Interest income, net", as these expenses are a direct cost driven by loan origination volume. By contrast, interest and amortization expense on non-funding debt is a function of our capital structure and is therefore excluded from Adjusted EBITDA. Any non-GAAP earnings margin is calculated by using the non-GAAP metric in question (such as Adjusted EBITDA) as the numerator and Adjusted Revenue as the denominator.

      In first quarter of 2021, we revised our definition of Adjusted Net income and Adjusted EBITDA to exclude a litigation accrual that does not directly affect what we consider to be our core operating performance. Excluding this cost did not impact Adjusted Net income or Adjusted EBITDA for the comparative periods presented. In the third quarter of 2021, we revised our definition of Adjusted Revenue, Adjusted Net income and Adjusted EBITDA to exclude the effects of contractual prepayment protection associated with sales of MSRs as this does not directly affect what we consider to be our core operating performance. Excluding these costs impacted Adjusted Revenue, Adjusted Net income, Adjusted Diluted EPS and Adjusted EBITDA for the comparative periods presented. In the fourth quarter of 2021, we revised our definition of Adjusted Net income to exclude loss on extinguishment of Senior Notes and change in tax receivable agreement as these do not directly affect what we consider to be our core operating performance. Excluding these costs impacted Adjusted Net income for the comparative periods presented. From time to time in the future, we may exclude other items if we believe that doing so is consistent with the goal of providing useful information to investors.

      We believe that the presentation of our non-GAAP financial measures provide useful information to investors regarding our results of operations because each measure assists both investors and management in analyzing and benchmarking the performance and value of our business. Our non-GAAP measures provide indicators of performance that are not affected by fluctuations in certain costs or other items. Accordingly, management believes that these measurements are useful for comparing general operating performance from period to period, and management relies on these measures for planning and forecasting of future periods. Additionally, these measures allow management to compare our results with those of other companies that have different financing and capital structures. However, other companies may define Adjusted Revenue, Adjusted Net Income, Adjusted Diluted EPS, and Adjusted EBITDA differently, and as a result, our non-GAAP financial measures may not be directly comparable to those of other companies.

      Although we use our non-GAAP financial measures to assess the performance of our business, such use is limited because they do not include certain material costs necessary to operate our business. Additionally, our definitions of our non-GAAP financial measures allows us to add back certain non-cash charges and deduct certain gains that are included in calculating the most comparable figures calculated under GAAP. However, these expenses and gains vary greatly, and are difficult to predict. They can represent the effect of long-term strategies as opposed to short-term results. Adjusted Revenue, Adjusted Net Income, Adjusted Earnings per Share, and Adjusted EBITDA should be considered in addition to, and not as a substitute for, total revenues, net income attributable to Rocket Companies, net income (loss), and Earnings per share in accordance with U.S. GAAP as measures of performance. Our presentation of non-GAAP financial measures should not be construed as an indication that our future results will be unaffected by unusual or nonrecurring items.

      Adjusted Revenue, Adjusted Net Income, and Adjusted EBITDA have limitations as analytical tools, and you should not consider them in isolation or as a substitute for analysis of our results as reported under U.S. GAAP. Some of these limitations are: (a) they do not reflect every cash expenditure, future requirements for capital expenditures or contractual commitments; (b) Adjusted EBITDA does not reflect the significant interest expense or the cash requirements necessary to service interest or principal payment on our debt; (c) although depreciation and amortization are non-cash charges, the assets being depreciated and amortized will often have to be replaced or require improvements in the future, and Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA do not reflect any cash requirement for such replacements or improvements; and (d) they are not adjusted for all non-cash income or expense items that are reflected in our statements of cash flows.

      Because of these limitations, Adjusted Revenue, Adjusted Net Income, and Adjusted EBITDA are not intended as alternatives to total revenue, net income attributable to Rocket Companies or net income (loss) as an indicator of our operating performance and should not be considered as measures of discretionary cash available to us to invest in the growth of our business or as measures of cash that will be available to us to meet our obligations. We compensate for these limitations by using Adjusted Revenue, Adjusted Net Income and Adjusted EBITDA along with other comparative tools, together with U.S. GAAP measurements, to assist in the evaluation of operating performance.

      Forward Looking Statements

      Some of the statements contained in this document are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These forward-looking statements are generally identified by the use of words such as "anticipate," "believe," "could," "estimate," "expect," "intend," "may," "plan," "potential," "predict," "project," "should," "target," "will," "would" and, in each case, their negative or other various or comparable terminology. These forward-looking statements reflect our views with respect to future events as of the date of this document and are based on our management's current expectations, estimates, forecasts, projections, assumptions, beliefs and information. Although management believes that the expectations reflected in these forward-looking statements are reasonable, it can give no assurance that these expectations will prove to have been correct. All such forward-looking statements are subject to risks and uncertainties, many of which are outside of our control, and could cause future events or results to be materially different from those stated or implied in this document. It is not possible to predict or identify all such risks. These risks include, but are not limited to, the risk factors that are described under the section titled "Risk Factors" in our Annual Report on Form 10-K, Current Reports on Form 8-K, and other filings with the Securities and Exchange Commission. These factors should not be construed as exhaustive and should be read in conjunction with the other cautionary statements that are included in this document and in our SEC filings. We expressly disclaim any obligation to publicly update or review any forward-looking statements, whether as a result of new information, future developments or otherwise, except as required by applicable law.

      About Rocket Companies

      Rocket Companies is a Detroit-based FinTech platform company consisting of personal finance and consumer technology brands including Rocket Mortgage, Rocket Homes, Amrock, Rocket Auto, Rocket Loans, Truebill, Lendesk, Edison Financial, Core Digital Media, Rocket Central and Rock Connections.

      Since 1985, Rocket Companies has been obsessed with helping its clients achieve the American dream of home ownership and financial freedom. The Company offers industry-leading client experiences powered by its simple, fast and trusted digital solutions. Rocket Companies has approximately 26,000 team members across the United States and Canada. Rocket Companies ranked #5 on Fortune's list of the "100 Best Companies to Work For" in 2021 and has placed in the top third of the list for 18 consecutive years. For more information, please visit our Corporate Website or Investor Relations Website.

      1 "GAAP" stands for Generally Accepted Accounting Principles in the U.S. On August 6, 2020, Rocket Companies' stock began trading on the NYSE and it did not have any shares outstanding or calculations of earnings per share for any periods prior to this date. Under GAAP, the basic and diluted earnings per share calculations for the three and twelve months ended December 31, 2020, include only the period from August 6, 2020 to December 31, 2020. Please see the sections of this document titled "Non-GAAP Financial Measures" and "GAAP to non-GAAP Reconciliations" for more information on the Company's non-GAAP measures and its share count. Certain figures in the tables throughout this document may not foot due to rounding.

      2 Gross merchandise value includes the sales price of vehicles sold plus vehicle-related product sales that were generated during the period.

      3 We measure the performance of the Direct to Consumer and Partner Network segments primarily on a contribution margin basis. Contribution margin is intended to measure the direct profitability of each segment and is calculated as Adjusted Revenue less directly attributable expenses. Directly attributable expenses include salaries, commissions and team member benefits, general and administrative expenses, and other expenses, such as direct servicing costs and origination costs. A loan is considered "sold" when it is sold to investors on the secondary market. We previously referred to "sold" loans as "funded" loans. See "Summary Segment Results" section later in this document and the footnote on "Segments" in the "Notes to Consolidated Financial Statements" in the Company's forthcoming filing on Form 10-K for more information.

      SOURCE Rocket Companies, Inc.

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