SECURITIES AND EXCHANGE COMMISSION
Form 10-Q
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þ
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the quarterly period ended September 30, 2002 | ||
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o
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TRANSITION REPORT PURSUANT TO SECTION 13 OR
15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
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| For the transition period from to | ||
Commission file number 1-8972
IndyMac Bancorp, Inc.
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Delaware
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95-3983415 | |
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(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
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| 155 North Lake Avenue, | 91101-7211 | |
| Pasadena, California | (Zip Code) | |
| (Address of principal executive offices) | ||
Registrants telephone number, including area code:
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days. Yes þ No o
Indicate the number of shares outstanding of each of the issuers classes of common stock, as of the latest practicable date.
Common stock outstanding as of October 18, 2002: 55,216,225 shares
INDYMAC BANCORP, INC.
FORM 10-Q QUARTERLY REPORT
TABLE OF CONTENTS
| Page | ||||||
| PART I. FINANCIAL INFORMATION | ||||||
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Item 2.
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Managements Discussion and Analysis of Financial Condition and Results of Operations | 2 | ||||
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1.
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Forward-looking Statements | 2 | ||||
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2.
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Financial Condition and Results of Operations | |||||
| (a) Highlights for the Quarter | 3 | |||||
| (b) Loan Production and Sales | 5 | |||||
| (c) Construction Lending | 9 | |||||
| (d) Investment Portfolio Activities | 10 | |||||
| (e) Net Interest Income | 16 | |||||
| (f) Overall Interest Rate Risk Management | 19 | |||||
| (g) Credit Risk and Reserves | 20 | |||||
| (h) Operating Expenses | 24 | |||||
| (i) Share Repurchase Activities | 24 | |||||
| (j) Future Outlook | 25 | |||||
| (k) Cumulative Effect of a Change in Accounting Principle | 25 | |||||
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3.
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Liquidity and Capital Resources | 25 | ||||
| (a) Overview | 25 | |||||
| (b) Principal Sources of Cash | 25 | |||||
| (c) Principal Uses of Cash | 27 | |||||
| (d) Cash Flows | 27 | |||||
| (e) Regulatory Capital Requirements | 28 | |||||
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4.
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Business Model | 29 | ||||
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5.
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Key Operating Risks | 30 | ||||
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6.
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Critical Accounting Policies | 32 | ||||
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Item 3.
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Quantitative and Qualitative Disclosure about Market Risk | 32 | ||||
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Item 1.
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Financial Statements (Unaudited) | |||||
| Consolidated Balance Sheets | 33 | |||||
| Consolidated Statements of Earnings | 34 | |||||
| Consolidated Statements of Shareholders Equity and Comprehensive Income | 35 | |||||
| Consolidated Statements of Cash Flows | 36 | |||||
| Notes to Consolidated Financial Statements | 37 | |||||
| Note 1 Basis of Presentation | 37 | |||||
| Note 2 Recently Adopted Accounting Pronouncement | 37 | |||||
| Note 3 Segment Reporting | 37 | |||||
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Item 4.
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Controls and Procedures | 39 | ||||
| PART II. OTHER INFORMATION | ||||||
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Item 6.
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Exhibits and Reports on Form 8-K | 39 | ||||
1
| Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations |
This Form 10-Q contains statements that may be deemed to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Forward-looking statements include statements regarding our financial condition, results of operations, plans, objectives, future performance and business. Forward-looking statements typically include the words anticipate, believe, estimate, expect, project, plan, forecast, intend and other similar expressions. These statements reflect our current views with respect to future events and financial performance. They are subject to risks and uncertainties, which could cause future results to differ materially from historical results or from the results anticipated. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates or as of the date hereof if no other date is identified. We undertake no obligation to update or revise any forward-looking statements, whether as a result of new information, future events or otherwise. For further information on our key operating risks, refer to IndyMacs annual report on Form 10-K for the year ended December 31, 2001.
References to IndyMac Bancorp or the Parent Company refer to the parent company alone while references to IndyMac, the Company or we refer to IndyMac Bancorp, Inc. and its consolidated subsidiaries. The following discussion is intended to address the Companys financial condition and results of operations for the quarter and nine months ended September 30, 2002. For further information on the Companys business model and risk profile, see discussion commencing on page 29, Business Model.
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Highlights for the Quarter
Highlights for the quarter and nine months ended September 30, 2002 were as follows (our quarterly financial statements prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) can be found beginning on page 33):
| Three Months Ended | Nine Months Ended | ||||||||||||||||||||
| September 30, | September 30, | June 30, | September 30, | September 30, | |||||||||||||||||
| 2002 | 2001 | 2002 | 2002 | 2001 | |||||||||||||||||
| (Dollars in millions, except per share data) | |||||||||||||||||||||
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Income statement
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Net revenues
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$ | 151 | $ | 133 | $ | 139 | $ | 431 | $ | 356 | |||||||||||
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Net recurring earnings(1)
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$ | 37 | $ | 34 | $ | 35 | $ | 108 | $ | 90 | |||||||||||
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Recurring earnings per share on a diluted basis(1)
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$ | 0.64 | $ | 0.55 | $ | 0.56 | $ | 1.78 | $ | 1.42 | |||||||||||
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Return on average equity(2)
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17.24 | % | 18.19 | % | 15.74 | % | 16.62 | % | 16.24 | % | |||||||||||
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Return on average assets(2)
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1.82 | % | 1.81 | % | 1.93 | % | 1.90 | % | 1.72 | % | |||||||||||
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Efficiency ratio(3)
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58 | % | 53 | % | 57 | % | 57 | % | 54 | % | |||||||||||
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Capital used to generate a dollar of net
revenue(4)
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$ | 1.40 | $ | 1.36 | $ | 1.55 | $ | 1.47 | $ | 1.50 | |||||||||||
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Capital adjusted efficiency ratio(5)
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81 | % | 72 | % | 88 | % | 84 | % | 80 | % | |||||||||||
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Balance sheet (period end)
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Total assets
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$ | 7,893 | $ | 7,049 | $ | 7,435 | $ | 7,893 | $ | 7,049 | |||||||||||
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Total equity
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$ | 838 | $ | 773 | $ | 892 | $ | 838 | $ | 773 | |||||||||||
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Debt to equity ratio
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8.4:1 | 8.1:1 | 7.3:1 | 8.4:1 | 8.1:1 | ||||||||||||||||
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Book value per share
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$ | 14.97 | $ | 12.73 | $ | 15.06 | $ | 14.97 | $ | 12.73 | |||||||||||
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Shares repurchased during the
period (000s)
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3,468 | | 1,537 | 5,013 | 2,802 | ||||||||||||||||
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Average repurchase price per share
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$ | 21.33 | | $ | 23.74 | $ | 22.08 | $ | 23.67 | ||||||||||||
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Remaining share repurchase authorization
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$ | 83 | |||||||||||||||||||
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Core capital ratio(6)
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10.15 | % | 9.22 | % | 10.26 | % | 10.15 | % | 9.22 | % | |||||||||||
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Risk-based capital ratio(6)
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15.80 | % | 12.96 | % | 15.10 | % | 15.80 | % | 12.96 | % | |||||||||||
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Loan production(7)
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$ | 5,312 | $ | 4,643 | $ | 4,790 | $ | 14,304 | $ | 12,846 | |||||||||||
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Loans sold
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$ | 4,474 | $ | 4,525 | $ | 3,707 | $ | 12,447 | $ | 10,045 | |||||||||||
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Gain on sale of loans
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1.73 | % | 1.32 | % | 1.93 | % | 1.82 | % | 1.60 | % | |||||||||||
| (1) | Net recurring earnings and EPS primarily exclude a cumulative change in accounting principle of $10.2 million or $0.16 per share in 2001. |
| (2) | Using recurring earnings, which excludes the impact of the cumulative change in accounting principle in 2001. |
| (3) | Defined as non-interest expenses, excluding amortization of goodwill and other intangible assets, divided by net interest income and other income. |
| (4) | Average equity divided by net interest income and other income. |
| (5) | Efficiency ratio multiplied by the capital required to generate a dollar of net revenue. |
| (6) | IndyMac Bank, F.S.B. (excludes excess capital at holding company). |
| (7) | Includes newly originated commitments on construction loans. |
The Company reported an increase of 16% in earnings per share for the third quarter of 2002 in comparison to the third quarter of 2001 as a result of an increase of 14% in net revenues and a 7% reduction in
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For the first nine months of 2002, IndyMac reported an increase of 25% in earnings per share (before the cumulative effect of a change in accounting principle that reduced 2001 earnings) over the first nine months of 2001 with a 21% growth in net revenues and a 4% reduction in average diluted shares outstanding, offset by a 24% increase in expenses. Return on equity for the nine months of 16.6% improved over the 16.2% return on equity in the first nine months of 2001. Including the impact of the cumulative effect of a change in accounting principle in 2001, earnings per share increased 41% during the nine months ended September 30, 2002 compared to the same period in 2001.
IndyMacs earnings per share and mortgage loan production were at record levels in the third quarter of this year, helped by historically low interest rates triggering record industry production. The key to achieving strong results this quarter was the exemplary performance by our investment portfolio group in effectively managing the interest rate risk inherent in our mortgage servicing and servicing related assets. Impairment on our servicing related assets of $118.0 million during the third quarter of 2002 due to accelerated prepayments was offset by $118.6 million in hedge gains, commented Michael W. Perry, IndyMacs Chief Executive Officer. The mortgage industry is a complex industry in that it has a lot of moving parts. The companies that succeed in this industry will be the ones that can effectively manage risks throughout the cycles both in falling interest rates and in rising interest rates. I am pleased with our performance this quarter and proud of the tremendous effort put forth by our employees across the organization.
Looking forward to 2003, the Mortgage Bankers Association has forecast a relatively smooth transition year with a decline of 27% in industry-wide loan volumes from $2.4 trillion to $1.8 trillion. We cannot wait to get past the current refinance boom environment so that we can demonstrate our belief that, over the long term, we can continue to grow our business successfully and profitably in a more normal mortgage lending environment, continued Mr. Perry. While it is difficult to forecast with precision, we have run multiple scenarios of what our projected results will be for next year assuming the 27% industry decline. These projections include production volumes ranging from a decline of 15% to an increase of 10%, with mortgage banking profit margins ranging from flat to down 15% from current levels. Other factors taken into account are expected improvement in our net interest margin, improved servicing fee income as interest rates begin to return to more normal levels as indicated by the current forward curve, balance sheet growth, and share repurchases. These projections range from flat relative to the current year projected earnings per share of $2.40 to an increase of 15% to $2.75 per share. As the market normalizes we will begin to refine these projections. Bottom line, we feel very good about our business model, our ability to navigate successfully through the market transition and our ability to grow earnings per share over the long-term at our projected 15% annual growth rate, concluded Mr. Perry.
| Revenues |
IndyMacs revenues are derived from its core focus on single-family residential lending, and are diversified among its mortgage banking operations and investment portfolio activities. Mortgage banking operations are characterized by high asset turn (the production and sale of mortgage loans) and efficient utilization of capital but can be cyclical in nature depending on interest rates. Revenues generated by
4
Loan Production and Sales
During the third quarter of 2002, the Company produced $5.3 billion of loans, which was a 14% increase over the $4.6 billion of loans produced during the third quarter of 2001. Total production by product type and channel was as follows:
| Three Months Ended | ||||||||||||||||||||||
| September 30, | September 30, | Variance | June 30, | Variance | ||||||||||||||||||
| 2002 | 2001 | Percent | 2002 | Percent | ||||||||||||||||||
| (Dollars in millions) | ||||||||||||||||||||||
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Volume by Product
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Prime(1)
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Agency conforming
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$ | 902 | $ | 608 | 48 | % | $ | 738 | 22 | % | ||||||||||||
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Alt-A and jumbo
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3,365 | 3,144 | 7 | % | 2,924 | 15 | % | |||||||||||||||
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Government FHA/ VA
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33 | 35 | (6 | )% | 48 | (31 | )% | |||||||||||||||
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Subprime(1)
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380 | 295 | 29 | % | 392 | (3 | )% | |||||||||||||||
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Home Equity Lines Of Credit(2)
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119 | 24 | 396 | % | 82 | 45 | % | |||||||||||||||
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Consumer construction(2)
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409 | 335 | 22 | % | 416 | (2 | )% | |||||||||||||||
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Subtotal mortgage production
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5,208 | 4,441 | 17 | % | 4,600 | 13 | % | |||||||||||||||
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Subdivision construction commitments
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104 | 202 | (49 | )% | 190 | (45 | )% | |||||||||||||||
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Total production volume
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$ | 5,312 | $ | 4,643 | 14 | % | $ | 4,790 | 11 | % | ||||||||||||
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Mortgage Production Volume by
Channel
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B2B
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$ | 4,069 | $ | 3,860 | 5 | % | $ | 3,893 | 5 | % | ||||||||||||
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B2C
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975 | 503 | 94 | % | 600 | 63 | % | |||||||||||||||
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B2R
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138 | 78 | 77 | % | 92 | 50 | % | |||||||||||||||
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Homebuilder Division
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26 | | nm | 15 | 73 | % | ||||||||||||||||
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Total mortgage production
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$ | 5,208 | $ | 4,441 | 17 | % | $ | 4,600 | 13 | % | ||||||||||||
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Mortgage Web-based
production
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B2B
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$ | 3,436 | $ | 3,408 | 1 | % | $ | 2,826 | 22 | % | ||||||||||||
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B2C
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319 | 211 | 51 | % | 209 | 53 | % | |||||||||||||||
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B2R
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138 | 77 | 79 | % | 91 | 52 | % | |||||||||||||||
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Homebuilder Division
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25 | | nm | 15 | 67 | % | ||||||||||||||||
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Total web-based production
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$ | 3,918 | $ | 3,696 | 6 | % | $ | 3,141 | 25 | % | ||||||||||||
5
| Three Months Ended | |||||||||||||||||||||
| September 30, | September 30, | Variance | June 30, | Variance | |||||||||||||||||
| 2002 | 2001 | Percent | 2002 | Percent | |||||||||||||||||
| (Dollars in millions) | |||||||||||||||||||||
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Refinances as a % of total fundings:
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B2B
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66 | % | 53 | % | 24 | % | 59 | % | 12 | % | |||||||||||
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B2C
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90 | % | 86 | % | 5 | % | 85 | % | 6 | % | |||||||||||
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B2R
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56 | % | 46 | % | 22 | % | 45 | % | 24 | % | |||||||||||
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Total refinanced loans as a % of total prime and
subprime fundings
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70 | % | 57 | % | 24 | % | 63 | % | 12 | % | |||||||||||
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Cash-out refinanced loans as a % of total
refinanced loans
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55 | % | 63 | % | (13 | )% | 59 | % | (7 | )% | |||||||||||
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Mortgage Pipeline at period end
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$ | 5,011 | $ | 3,925 | 28 | % | $ | 3,722 | 35 | % | |||||||||||