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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
ýANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE FISCAL YEAR ENDED DECEMBER 31, 20172020
OR
¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission file number: 001-16577
fbc-20201231_g1.jpg
Flagstar Bancorp, Inc.
(Exact name of registrant as specified in its charter)
Michigan38-3150651
(State or other jurisdiction of incorporation or organization)(I.R.S. Employer Identification No.)
5151 Corporate Drive, Troy, MichiganTroy,Michigan48098-2639
(Address of principal executive offices)(Zip Code)
Registrant’s telephone number, including area code: (248) 312-2000
Securities registered pursuant to Section 12(b) of the Act:
Title of each classTrading SymbolName of each exchange on which registered
Common Stock, par value $0.01 per shareFBCNew York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes ☒      No  ý
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Exchange Act.    Yes        No  ý
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  ý    No  
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  ý    No  
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§ 229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.   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, or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," and "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):
Large Accelerated FileroAccelerated Filer  
x
Smaller Reporting Company  
o
Non-Accelerated Filer  oEmerging growth company
o
(Do not check if a smaller reporting 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 7(a)(2)(B)13(a) of the SecuritiesExchange Act  ¨.☐.
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. ☒
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes  ☐   No  ý
The estimated aggregate market value of the voting common stock held by non-affiliates of the registrant, computed by reference to the closing sale price ($30.8229.43 per share) as reported on the New York Stock Exchange on June 30, 2017,2020, was approximately $665 million.$2 billion. The registrant does not have any non-voting common equity shares.
As of March 8, 2018, 57,363,798February 25, 2021, 52,679,147 shares of the registrant’s common stock, $0.01 par value, were issued and outstanding.


DOCUMENTS INCORPORATED BY REFERENCE
Portions of the registrant’s Proxy Statement relating to the 20182021 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report on Form 10-K.




ITEM 1.
ITEM 1A.
ITEM 1B.
ITEM 2.
ITEM 3.
ITEM 4.
ITEM 5.
ITEM 6.
ITEM 7.
ITEM 7A.
ITEM 8.
ITEM 9.
ITEM 9A.
ITEM 9B.
ITEM 10.
ITEM 11.
ITEM 12.
ITEM 13.
ITEM 14.
ITEM 15.
ITEM 16.

2


GLOSSARY OF ABBREVIATIONS AND ACRONYMS

The following list of abbreviations and acronyms are provided as a tool for the reader and may be used throughout this Report, including the Consolidated Financial Statements and Notes:
TermDefinitionTermDefinition
AFSACLAllowance for Credit LossesHELOANHome Equity Loans
AFSAvailable for SaleHELOCHome EquitySecond Mortgages, HELOANs, HELOCs Lines of Credit
AgenciesFederal National Mortgage Association, Federal Home Loan Mortgage Corporation, and Government National Mortgage Association, CollectivelyHOLAHFIHeld for Investment
ALCOAsset Liability CommitteeHOLAHome Owners Loan Act
ALLLAOCIAllowance for Loan & Lease LossesHPIHousing Price Index
AOCIAccumulated Other Comprehensive Income (Loss)H.R.1.Home EquityHouse of Representatives 1 - Tax Cuts and Jobs ActSecond Mortgages, HELOANs, HELOCs
ASUAccounting Standards UpdateHTMHPIHeld-to-MaturityHousing Price Index
Basel IIIBasel Committee on Banking Supervision Third Basel AccordLIBORHTMLondon Interbank Offered RateHeld to Maturity
BSABank Secrecy ActLHFILGGLoans Held-for-Investmentwith Government Guarantees
C&ICommercial and IndustrialLHFSLHFILoans Held-for-SaleHeld-for-Investment
CAMELSCapital, Asset Quality, Management, Earnings, Liquidity and SensitivityLTVLHFSLoan-to-ValueLoans Held-for-Sale
CDCDARSCertificates of DepositManagementFlagstar Bancorp’s Management
CDARSCertificates of Deposit Account Registry ServiceMBIALIBORMBIA Insurance CorporationLondon Interbank Offered Rate
CET1CDCertificates of DepositLTVLoan-to-Value Ratio
CECLCurrent Expected Credit LossesManagementFlagstar Bancorp’s Management
CET1Common Equity Tier 1MBSMortgage-Backed Securities
CFPBCLTVCombined Loan-to-ValueMD&AManagement's Discussion and Analysis
Common StockCommon SharesMP ThriftMP Thrift Investments, L.P.
CRECommercial Real EstateMSRMortgage Servicing Rights
CFPBConsumer Financial Protection BureauMD&AN/AManagement's Discussion and AnalysisNot Applicable
CLTVDeposit BetaCombined Loan to ValueThe change in the annualized cost of our deposits, divided by the change in the Federal Reserve discount rateMP ThriftN/MMP Thrift Investments, L.P.Not Meaningful
Common StockDIFCommon SharesMSRMortgage Servicing Rights
CRECommercial Real EstateN/ANot Applicable
DIFDepositorsDeposit Insurance FundNASDAQNational Association of Securities Dealers Automated Quotations
DOJUnited States Department of JusticeNBVNPLNet Book ValueNonperforming Loan
DTADOJ LiabilityDeferred Tax Asset2012 settlement Agreement with the Department of JusticeNYSENew York Stock Exchange
EVEDTAEconomic Value of EquityDeferred Tax AssetOCCOffice of the Comptroller of the Currency
ExLTIPEVEEconomic Value of EquityOCIOther Comprehensive Income (Loss)
ExLTIPExecutive Long-Term Incentive ProgramOCIPPPOther Comprehensive Income (Loss)Paycheck Protection Program
FACT ActFannie MaeFair Credit Reporting Act and the Fair and Accurate Credit Transactions ActOFHEOOffice of Federal Housing Enterprise Oversight
Fannie Mae/FNMAFederal National Mortgage AssociationOTSQTLOffice ofQualified Thrift SupervisionLending
FASBFinancial Accounting Standards BoardOTTIOther-Than-Temporary-Impairment
FBCFlagstar BancorpQTLQualified Thrift Lending
FDICFederal Deposit Insurance CorporationRegulatory AgenciesBoard of Governors of the Federal Reserve, Office of the Comptroller of the Currency, U.S. Department of the Treasury, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, Securities and Exchange Commission
FBCFlagstar Bancorp
FDICFederal Deposit Insurance CorporationREOReal estate owned and other nonperforming assets, net
Federal ReserveBoard of Governors of the Federal Reserve SystemRESPARMBSReal Estate Settlement Procedures ActResidential Mortgage-Backed Securities
FHAFederal Housing AdministrationRMBSRSUResidential Mortgage-Backed SecuritiesRestricted Stock Unit
FHLBFHFAFederal Housing Finance AgencyRWARisk Weighted Assets
FHLBFederal Home Loan BankRWASECRisk Weighted Assets
FICOFair Isaac CorporationSECSecurities and Exchange Commission
FRBFICOFair Isaac CorporationSNCShared National Credit
FOALFallout-Adjusted LocksSOFRSecured Overnight Financing Rate
FRBFederal Reserve BankSFRTARP preferredSingle Family ResidenceTARP Fixed Rate Cumulative Perpetual Preferred Stock, Series C
Freddie Mac/FHLMCMacFederal Home Loan Mortgage CorporationTARPTDRTroubled Asset Relief ProgramTrouble Debt Restructuring
FTEFull Time EquivalentTDRTILA-RESPATrouble Debt RestructuringTruth in Lending Act-Real Estate Settlement Procedures Act
GAAPGenerally Accepted Accounting PrinciplesTILAUPBTruth in Lending ActUnpaid Principal Balance
Ginnie Mae/GNMAMaeGovernment National Mortgage AssociationUPBUnpaid Principal Balance
GLBAGramm-Leach Bliley ActU.S. TreasuryUnited States Department of Treasury
HELOANGLBAHome Equity LoansGramm-Leach Bliley ActVIEVariable Interest EntitiesEntity
HELOCGNMAHome Equity Lines of CreditGovernment National Mortgage AssociationXBRLeXtensible Business Reporting Language
HFIHeld for Investment

3


FORWARD-LOOKING STATEMENTS

    
Certain statements in this Form 10-K, including but not limited to statements included within the Management’s Discussion and Analysis of Financial Condition and Results of Operations, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In addition, Flagstar Bancorp, Inc.we may make forward-looking statements in our other documents filed with or furnished to the SEC, and our managementManagement may make forward-looking statements orally to analysts, investors, representatives of the media and others.


Generally, forward-looking statements are not based on historical facts but instead represent management’sManagement’s current beliefs and expectations regarding future events.events and are subject to significant risks and uncertainties. Such statements may be identified by words such as believe, expect, anticipate, intend, plan, estimate, may increase, may fluctuate and similar expressions or future or conditional verbs such as will, should, would and could. Such statements are based on management’s current expectations and are subject to risks, uncertainties, and changes in circumstances. ActualOur actual results and capital and other financial conditions may differ materially from those includeddescribed in thesethe forward-looking statements due todepending upon a variety of factors, including without limitation the precautionary statements included within each individual business’ discussion and analysis of our results of operations and the risk factors listed and described in Item 1A. to Part I, Item 1A. Risk Factors.


Other than as required under United States securities laws, Flagstar Bancorp doeswe do not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.


    




4


PART I


5


ITEM 1.BUSINESS


Where we say "we," "us," "our," the "Company," "Bancorp" or "Flagstar," we usually mean Flagstar Bancorp, Inc. However, in some cases, a reference to "we," "us," or "our," the "Company," or "Flagstar," will include our wholly-owned subsidiary Flagstar Bank, FSB (the "Bank"). See the Glossary of Abbreviations and Acronyms on page 3 for definitions used throughout this Form 10-K.    


Introduction


We are a leading savings and loan holding company founded in 1993. Our business is primarily conducted through our principal subsidiary, the Bank, a federally chartered stock savings bank founded in 1987. Based on our assets at December 31, 2017, we are one of the largest banks headquartered in Michigan, providingWe provide commercial small business, and consumer banking services and we are the 5th6th largest bank mortgage originator in the nation.nation and the 6th largest subservicer of mortgage loans nationwide. At December 31, 2017,2020, we had 3,5255,214 full-time equivalent employees inclusive of account executives and loan officers.employees. Our common stock is listed on the NYSE under the symbol "FBC." As of December 31, 2017, we are considered a controlled company for NYSE purposes, because approximately 62.1 percent of our common stock is owned by MP Thrift Investments, L.P., which is managed by MatlinPatterson, a global asset manager."FBC".


We have a unique,    Our relationship-based business model which leverages our full-service bank’sbank's capabilities withand our national mortgage customer baseplatform to create and build enduring commercial relationships. Our banking network emphasizes the delivery of a complete set of banking and mortgage products and services. We distinguish ourselves by crafting specializedfinancial solutions for our customers, local delivery, high quality customer service and competitive product pricing. Our community bank growth model has focused on attracting seasoned bankers with larger bank lending experience who can attract their existing long-term customer relationships to Flagstar.customers. At December 31, 2017,2020, we operated 99158 full service banking branches throughout Michigan's major markets where wethat offer a full set of banking products to consumer, commercial and government customers. Our banking footprint spans Michigan, Indiana, California, Wisconsin, Ohio and contiguous states.


We originate mortgages through a wholesale network of correspondentsbrokers and brokerscorrespondents in all 50 states as well as throughand our own loan officers, which includes our direct lending team, from 89103 retail locations and 3 call centers in 29 states, representing28 states. We are also a leading national servicer of mortgage loans and provide complementary ancillary offerings including MSR lending, servicing advance lending and MSR recapture services.

Human Capital Management

Our culture is defined by our corporate values: Service, Trust, Accountability and Results ("STAR"). To continue to deliver on these values, it is crucial that we attract and retain talent by creating an inclusive, equitable, safe and healthy workplace. We strive to build and maintain high-performing teams and provide opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits, and health and welfare programs. As of December 31, 2020, we had 5,214 FTE employees, compared to 4,453 FTE employees as of December 31, 2019.

Employee benefits and well-being. We provide a competitive, market-based compensation and benefits program to help meet the combined retail branchesneeds of Flagstar Bank, our direct-to-consumer lending teamemployees. In addition to salaries, these programs include annual bonuses or incentives based on individual and the Opes Advisors mortgage division. The Bank hascompany performance metrics, equity-based incentives, an Employee Stock Purchase Plan, a 401(k) Plan with employer matching contribution, numerous healthcare options, company-paid life insurance and disability benefits, the opportunity to expand correspondent relationships by providing warehouse lending, mortgage servicing and other services. Servicing and subservicing of loans provides fee income and generates a stable long-term source of funding throughreceive an annual company controlled deposits.

We believe our transformationcontribution into a strong commercial bank,health savings account, flexible spending accounts, numerous voluntary plan offerings, paid time off (including self-selected time off for community involvement and wellness), and company-paid Employee Assistance Plan and financial counseling programs.

Talent development and retention. Our associates are the driving force behind our flexible mortgage servicing platform,success, underpinning every aspect of our strategy and focushelping us deliver value to our customers, shareholders and communities. We strive to enhance the skills of our workforce by offering collaborative and effective training programs, including eLearning opportunities. We offer a Leading Like a STAR management development program, as well as a STAR Values development program for all team members, which is a suite of workshops focused on service createsour company's core values.

Diversity, equity and inclusion. A diverse workforce is critical to our long-term success. We strive to build and leverage a significant competitive advantagediverse, inclusive and engaged workforce that inspires all individuals to work together towards a common goal of superior business results by embracing the unique needs and objectives of our customers and community. We strive to achieve this by hiring great people who represent the talents, experiences, background and diversity of the communities we serve. In addition, we are focused on crafting financial products and services tailored to make a real difference to our customers. Our commitment is reflected in the marketspolicies that govern our workforce, such as our Diversity Pledge and our Diversity, Equity and Inclusion Policy, and is evidenced in our recruiting strategies, diversity and inclusion training and Employee Resource Groups ("ERGs"), which we compete. The management team weare key to our efforts. Our ERGs provide our associates access to coaching, mentoring and professional development. As of December 31, 2020, our efforts have assembled isbeen focused on developing substantialthe following nine ERG groups within Flagstar: African American, Asian-Indian, Hispanic/Latino, LGBTQ, Military Veterans, Native American, People with Disabilities, Women and attractive growth opportunities that generate profitable resultsYoung Professionals.

6


Employee engagement. We regularly conduct employee surveys to assess the job satisfaction of our employees and use information from operations. We believethe surveys to improve our lower risk profileability to attract, develop and strong capital level position us to take advantage of opportunities to deliver attractive shareholder returnsretain talented employees and ensure we are successful over the long term.long-term.


COVID-19 response and workplace safety. The health and well-being of our team members is our top priority. In response to COVID-19, we implemented additional safety protocols designed to protect the health and safety of our employees and customers. These protocols comply with applicable government regulations and guidance and include broad-based work from home requirements (where practical), redeployment of employees (where practical), travel restrictions, social distancing, mandatory use of facial coverings, daily health screenings for onsite workers, safety incident reporting and deep cleaning protocols at all our facilities, including our customer-facing locations. In addition, all training has been moved to a virtual environment, remote workers have been provided with additional equipment and resources as needed, and the company has enhanced communications with employees through video messages, emails and the intranet to further connect and engage its team members.

Operating Segments


Our operations are conducted through our three operating segments: Community Banking, Mortgage Originations and Mortgage Servicing. Additionally, our Other segment includes the remaining reported activities. For further information, see MD&A - Operating Segments and Note 2321 - Segment Information.


Competition


We face substantial competition in attracting deposits along with generating and makingservicing loans. Our most direct competition for deposits has historically come from other savings banks, commercial banks and credit unions in our local market areas.banking footprint. Money market funds, and full-service securities brokerage firms and financial technology companies also compete with us for these funds and, in recent years, many financial institutions have competed for deposits through the Internet.funds. We compete for deposits by offering competitive interest rates and a broad range of high qualityhigh-quality customized banking services at a large number of convenient locations. competitive rates.

From a lending perspective, there arewe compete with many institutions including commercial banks, national mortgage lenders, local savings banks, credit unions and commercial lenders offering mortgage loans, consumer loans,and commercial loans and warehouse loans. With respect to those products that we offer, weWe compete by offering competitive interest rates, fees and other loan terms through efficient and customized service.



In servicing, we compete primarily against non-bank servicers. The subservicing market in which we operate is also highly competitive and we face competition related to subservicing pricing and service delivery. We compete by offering quality servicing, a robust risk and compliance infrastructure and a model where our mortgage business allows for recapture services to replenish loans for subservicing clients.


Subsidiaries


At December 31, 2017,    We conduct business primarily through our corporate structure consisted ofwholly-owned bank subsidiary. In addition, the Bank subsidiary and itshas wholly-owned subsidiaries along with our wholly-owned non-bank subsidiaries through which we conduct other non-material business or which are inactive. The Bank and its wholly ownedwholly-owned subsidiaries comprised 99.7 percentnearly all of our total assets at December 31, 2017.2020. For further information, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards, Note 7 - Variable Interest Entities and Note 2422 - Holding Company Only Financial Statements.


Regulation and Supervision


    The Bank is a federally chartered savings bank, subject to federal regulation and oversight by the OCC. We are also subject to regulation under state and federal laws. Regulatory reform and enhanced supervisory requirements have had and could continue to have an impact on how we conduct business. As a result, we continually assessexamination by the impact of regulatory changes and implement policies, processes and controls required to comply with new regulations.

As a result of scrutiny and regulationFDIC, which insures the deposits of the banking industryBank to the extent permitted by law and the requirements established by the Federal Reserve. The Bank is also subject to the supervision of the CFPB which regulates the offering and provision of consumer practices, we may face a greater number or wider scope of examinations, investigations, enforcement actions and litigation, thereby increasing our costs associated with responding to or defending such actions, as well as potentially resulting in costs associated with fines, penalties, settlements or judgments. Additional legislative or regulatory developments affecting our businesses, and any required changes resulting from these developments, could reduce our revenue, limit thefinancial products or services that we offer or increase the costs thereof, impose additional compliance costs, harm our reputation or otherwise adversely affect our businesses. Some of these laws may provide a private right of action allowing aunder federal consumer or class of consumers to seek to enforce these laws and regulations.

Both thefinancial laws. The OCC, FDIC and the FDICCFPB may take regulatory enforcement actions against any of their regulated institutions thatif we do not operate in accordance with applicable regulations, policies and directives. Proceedings may be instituted against any banking institution,us, or any "institution-affiliated party,"party", such as a director, officer, employee, agent or controlling person, who engages in unsafe and unsound practices, including violations of applicable laws and regulations. The OCC has authority under various circumstances to appoint a receiver or conservator for an insured institution that it regulates, to issue cease and desist orders, to obtain injunctions restraining or prohibiting unsafe or unsound practices, to revalue assets and to require the establishment of reserves. The FDIC has additional authority to terminate insurance of accounts, if after notice and hearing, upon a finding that the insured institution is or haswe are found to have engaged in any unsafe orand unsound practice that has not been corrected,practices, including violations of applicable laws and regulations. The federal system of regulation and supervision establishes a comprehensive framework of activities in which to operate and is operating in an unsafe or unsound condition or has violated any applicable law, regulation, rule, or orderprimarily intended for the protection of or condition imposed by, the FDIC. In addition, the Federal Reservedepositors and the CFPB may have the authority to take regulatory enforcement actions against us or the Bank.FDIC's Deposit Insurance Fund rather than our shareholders.

Compliance obligations have exposed us, and will continue to expose us, to additional compliance risks and could divert management’s focus from our business operations. Furthermore, the combined effect of numerous rulemakings by multiple governmental agencies and regulators, and the potential conflicts or inconsistencies among such rules, present challenges and risks to our business and operations. Changes in applicable laws or regulations, and in their interpretation and application by regulatory agencies, cannot be predicted and may have a material effect on our business and results.
7



Consent Orders and Supervisory Agreements

Supervisory Agreement. On January 28, 2010, we became subject to a supervisory agreement with the Federal Reserve ("the Supervisory Agreement"), which will remain in effect until terminated, modified, or suspended in writing by the Federal Reserve. The failure to comply with the Supervisory Agreement could result in the initiation of further enforcement action by the Federal Reserve, including the imposition of further operating restrictions, and could result in additional enforcement actions against us. We have taken actions which we believe are appropriate to comply with, and intend to maintain compliance with, all of the requirements of the Supervisory Agreement. For further information and a complete description of all of the terms of the Supervisory Agreement, please refer to the copy of the Supervisory Agreement filed with the SEC as an exhibit to our 2016 Form 10-K for the year ended December 31, 2016.

Consent Order with CFPB. On September 29, 2014, the Bank entered into a Consent Order with the CFPB ("the Consent Order") which will remain in effect for five years unless extended by the CFPB. The Consent Order relates to alleged violations of federal consumer financial laws arising from the Bank’s residential first mortgage loan loss mitigation practices and default servicing operations dating back to 2011. Under the terms of the Consent Order, the Bank paid $28 million for borrower remediation and $10 million in civil money penalties. The settlement did not include an admission of wrongdoing on the part of the Bank or its employees, directors, officers, or agents. For further information and a complete description of all of


the terms of the Consent Order, please refer to the copy of the Consent Order filed with the SEC as an exhibit to our Current Report on Form 8-K filed on September 29, 2014.

Holding Company Regulation

The Company is    As a savings and loan holding company, regulatedwe are required to comply with the rules and regulations of the Federal Reserve. We are required to file certain reports, and we are subject to examination by, and the enforcement authority of, the Federal Reserve. Under the federal securities laws, we are also subject to the rules and regulations of the SEC.

    Any change to laws and regulations, whether by the FDIC, OCC, CFPB, SEC, the Federal Reserve and the SEC.or Congress, could have a materially adverse impact on our operations.


Holding Company Regulation

Acquisition, Activities and Change in Control. We are Flagstar Bancorp, Inc. is a unitary savings and loan holding company, as defined by federal banking law, as is our controlling stockholder, MP Thrift.company. We may only conduct, or acquire control of companies engaged in, activities permissible for a unitary savings and loan holding company pursuant to the relevant provisions of the Home Owners' Loan ActHOLA and relevant regulations. Without prior written approval of theFurther, we generally are required to obtain Federal Reserve neither we, nor MP Thrift may: (i) acquireapproval before acquiring direct or indirect ownership or control of any voting shares of another savings association orbank, bank holding company, thereof,savings associations or acquire allsavings and loan holding company if we would own or substantially all of the assets thereof; or (ii) acquire or retain, with certain exceptions,control more than 5 percent of the votingoutstanding shares of a non-subsidiary savings association or a non-subsidiary savings and loan holding company. Weany class of voting securities of that entity. Additionally, we are prohibited from acquiring control of a depository institution that is not federally insured or retaining control of a savings association subsidiary for more than one year after the date that such subsidiaryinstitution becomes uninsured. Similarly, we
    We may not be acquired by a bank holding company, a savings and loan holding company, or any company, unless the transaction is approved by the Federal Reserve approves such transaction.Reserve. In addition, the GLBA generally restricts a company from acquiring us if that company is engaged directly or indirectly in activities that are not permissible for a savings and loan holding company or financial holding company.


Limitation on Capital Distributions.Under the Supervisory Agreement, we may not declare or pay any cash dividends or other capital distributions or purchase, repurchase, or redeem, or commit to purchase, repurchase, or redeem any equity stock without the prior written non-objection    Volcker Rule. Section 619 of the Federal Reserve. The Company does not currently pay dividends, or repurchase or redeem its equity.

Volcker Rule. The Dodd-Frank Wall Street Reform and Consumer Protection Act requiresof 2010 (“Dodd-Frank Act”) required the federal financial regulatory agencies to adopt rules that prohibit banksbanking entities, including federal savings associations and their and affiliates, from engaging in proprietary trading and investing in and/or sponsoring certain "covered funds,funds." including hedge funds and private equity funds. The statutory provision isIn 2013, the agencies adopted rules to implement section 619. These rules, collectively with section 619, are commonly referred to as the "Volcker Rule." Compliance with the Volcker Rule generally has been required since July 21, 2015. Pursuant to the requirements of the Volcker Rule, we have established a standard compliance program based on the size and complexity of our operations.operations, and we believe we are in compliance with the requirements.
Basel III Capital Requirements.The Bank and Flagstar are currently subject to the regulatory capital framework and guidelines reached by Basel III as adopted by the OCC and Federal Reserve. The OCC and Federal Reserve have risk-based capital adequacy guidelines intended to measure capital adequacy with regard to a banking organization’s balance sheet, including off-balance sheet exposures such as unused portions of loan commitments, letters of credit and recourse arrangements.

The Bank and Flagstar have been subject Failure to themeet minimum capital requirements ofcan initiate certain mandatory, and possibly additional discretionary, actions by regulators that could have a material effect on the Basel III rules since January 1, 2015. On October 27, 2017, the agencies published a proposed rule to simplify certain aspects of the capital rules, which includes proposed simplifications to the capital treatment for items covered by this final rule. The agencies expect that the capital treatment and transition provisions for items covered by Basel III rules will change once the simplification proposal is finalized and effective. On November 21, 2017, in preparation for forthcoming rules that would simplify regulatory capital requirements to reduce regulatory burden, federal banking regulators approved the extension of the existing transitional capital treatment for certain regulatory capital deductions and risk weights.Consolidated Financial Statements. For additional information, see the Capital section of the MD&A and Note 2018 - Regulatory Capital.


Stress Testing Requirements. The Dodd-Frank Act issued by U.S. federal banking agencies, including the OCC and the Federal Reserve, require banking organizations, including savings associations and savings and loan holding companies, with total consolidated assets of more than $10 billion but less than $50 billion to conduct annual company-run stress tests, report the results to their primary federal regulator and the Federal Reserve and publish a summary of the results. Each Dodd-Frank Act Stress Test ("DFAST") must be conducted using certain scenarios (baseline, adverse and severely adverse), which the OCC and Federal Reserve will publish each year. Banking organizations are required to use the scenarios to calculate, for each quarter-end within a nine-quarter planning horizon, the impact of such scenarios on revenues, losses, loan loss reserves and regulatory capital levels and ratios, taking into account all relevant exposures and activities. The rules also require each banking organization to establish and maintain a system of controls, oversight and documentation, including policies and procedures, designed to ensure that the DFAST procedures used by the banking organization are effective in meeting the requirements of the rules.



Source of Strength. The Dodd-Frank Act codified the Federal Reserve’s "source of strength" doctrine and extended it to savings and loan holding companies. Under the Dodd-Frank Act, the prudential regulatory agencies are required to promulgate joint rules requiring bank holding companies and savings and loan holding companies, such as us, to serve as a source of financial strength for any depository institution subsidiary by maintaining the ability to provide financial assistance to such insured depository institution in the event that itthe depository institution subsidiary suffers financial distress.


DurbinCollins Amendment. The DurbinCollins Amendment to the Dodd-Frank Act altered the competitive structure of the debit card payment processing industry and limited debit card interchange fees for banks with over $10 billion in assets. The final rule establishes standards for assessing whether debit card interchange fees received by debit card issuers are reasonable and proportional to the costs incurred by issuers for electronic debit transactions. Under the final rule, the maximum permissible interchange fee that an issuer may receive for an electronic debit transaction will be the sum of 21 cents per transaction plus 5 basis points multiplied by the value of the transaction. The impact of this amendment was a reduction in fee revenue of approximately $4 million the year ended December 31, 2017.

Collins Amendment. The Collins Amendment to Dodd-Frank established minimum Tier 1 leverage and risk-based capital requirements for insured depository institutions, depository institution holding companies and non-bank financial companies that are supervised by the Federal Reserve. The minimum Tier 1 leverage and risk-based capital requirements are determined by the minimum ratios established by the federal banking agencies that apply to insured depository institutions under the prompt corrective action regulations. The amendmentCollins Amendment states that certain hybrid securities, such as trust preferred securities, may be included in Tier 1 capital for bank holding companies that had total assets below $15 billion as of December 31, 2009. As we werehad total assets below $15 billion in assets as of December 31, 2009, the trust preferred securities classified as long termlong-term debt on our balance sheet will beare included as Tier 1 capital while they are outstanding, unless we complete an acquisition of a depository institution holding company.company and we report total assets greater than $15 billion at the end of the quarter in which the acquisition occurs. At our present size, with total assets of $16.9$31.0 billion atas of December 31, 2017,2020, an acquisition withof a depository holding company would likely cause our trust preferred securities totaling $247 million atas of December 31, 20172020 to no longer be included in Tier 1 capital and, therefore, to be included in Tier 2 capital.


Banking Regulation


We must comply with a wide variety of banking, consumer protection and securities laws, regulations and supervisory expectations and are regulated by multiple regulators, including the Federal Reserve, the Office of the Comptroller of the Currency of the U.S. Department of the Treasury, the Consumer Financial Protection Bureau, and the Federal Deposit Insurance Corporation.
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FDIC Insurance and Assessment. The FDIC insures the deposits of the Bank and such insurance is backed by the full faith and credit of the U.S. government through the DIF. The FDIC maintains the DIF by assessing each financial institution an insurance premium. The FDIC definedFDIC-defined deposit insurance assessment base for an insured depository institution is equal to the average consolidated total assets during the assessment period, minus average tangible equity. All FDIC-insured financial institutions must pay an annual assessment based on asset size to provide funds for the payment of interest on bonds issued by the Financing Corporation ("FICO bonds"), a federal corporation chartered under the authority of the Federal Housing Finance Board.


Affiliate Transaction Restrictions. The Bank is subject to the affiliate and insider transaction rules applicable to member banks of the Federal Reserve as well as additional limitations imposed by the OCC. These provisions prohibit or limit the Bank from extending credit to, or entering into certain transactions with, principal stockholders, directors and executive officers of the banking institution and certain of its affiliates. The Dodd-Frank Act imposed further restrictions on transactions with certain affiliates and extension of credit to principal stockholders, directors and executive officers, directors and principal stockholders..


Limitation on Capital Distributions.The OCC regulatesand FRB regulate all capital distributions made by the Bank, directly or indirectly, to the holding company, including dividend payments. AsAn application to the OCC by the Bank may be required based on a number of factors including whether the institution qualifies as an eligible savings association under the OCC rules and regulations, if the institution would not be at least adequately capitalized following the distribution or if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year to date plus the retained net income for the preceding two years. In addition, as a subsidiary of a savings and loan holding company, a 30-day notice from the Bank must filebe provided to the FRB prior to declaring or paying any dividend to the holding company. Additional restrictions on dividends apply if the Bank fails the QTL test. To pass the QTL test, the Bank must hold more than 65 percent qualified thrift assets as a notice and receive approval from the OCCpercent of its total portfolio assets in at least 30 days prior to each proposed capital distribution before declaring any dividends. Additionally,nine of the last twelve rolling months. As of December 31, 2020, the Bank may not pay dividends tohas passed the Bancorp if, after paying those dividends, the Bank would fail to meet the required minimum levels under risk-based capital guidelines and the minimum leverage and tangible capital ratio requirements. Payment of dividends by the Bank also may be restricted at any time at the discretionQTL test in ten of the OCC if it deems the payment to constitute an unsafelast twelve months and unsound banking practice.remains in compliance.



Bank Secrecy Act and Anti-Money Laundering


Loans to One Borrower.Under the Home Owners Loan Act ("HOLA"), savings associations are generally    The Bank is subject to the nationalBSA and other anti-money laundering laws and regulations, including the USA PATRIOT Act. The BSA requires all financial institutions to, among other things, establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes various record keeping and reporting requirements such as cash transaction and suspicious activity reporting as well as due diligence requirements. The Bank is also required to comply with the U.S. Treasury’s Office of Foreign Assets Control imposed economic sanctions that affect transactions with designated foreign countries, nationals, individuals, entities and others.

The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018

    The Economic Growth, Regulatory Relief, and Consumer Protection Act (“Economic Growth Act”) repealed or modified several provisions of the Dodd-Frank Act. Certain key aspects of the Economic Growth Act that have the potential to affect the Company’s business and results of operations include:

Raising the total asset threshold from $50 billion to $250 billion at which bank limits onholding companies are required to
conduct periodic company-run stress tests mandated by the Dodd-Frank Act.
Clarifying the definition of high volatility commercial real estate loans to one borrowerease the regulatory burden associated with the identification of loans that meet qualifying criteria.
Providing that certain reciprocal deposits shall not be considered brokered deposits, subject to certain limitations.
Allowing the Bank, as a federal savings association with less than $20 billion in excess of 15 percent of Tier 1 and Tier 2 capital plus any portion of the allowance for loan losses not included in Tier 2 capital, which was $251 milliontotal assets as of December 31, 2017. For further information, see MD&A - Risk Management.2017, the option to elect to operate as covered savings associations (similar to a national bank) without changing its charter.


Consumer Protection Laws and Regulations


The Bank is subject to a number of federal consumer protection laws and regulations. These include, among others, the Truth in Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the ServicemembersService Members Civil Relief Act, the Expedited Funds Availability Act, the Community Reinvestment Act, the Real Estate Settlement Procedures Act, electronic funds transfer laws, redlining laws, predatory lending laws, laws prohibiting unfair, deceptive or abusive acts or practices in connection with the offer, or sale of consumer financial products or services and the GLBA and California Consumer Protection Act regarding customer privacy and data security.

The Bank is subject to supervision by the CFPB, which has responsibility for enforcing federal consumer protectionfinancial laws. The CFPB has broad and unique rulemakingrule-making authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers, including prohibitions against unfair, deceptive, abusive acts or abusive practices in connection with any transaction with a consumer for a consumer financial product or
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service, or the offering of a consumer financial product or service including regulations related to the origination and servicing of residential mortgages. The CFPB has finalized significant rules and guidance that impact nearly every aspect of the life cycle of a residential mortgage and continues to revise these rules and propose new rules. The Bank is subject to the CFPB’s supervisory, examination and enforcement authority with respect to consumer protection laws and regulations.authority. As a result, we could incur increased costs, potential litigation or be materially limited or restricted in our business, product offerings or services in the future.


As a result of bank regulator’s    Due to regulatory focus on compliance with consumer compliance,protection laws and regulations, portions of our lending operations which most directly deal with consumers, including mortgage and consumer lending, may pose particular challenges. Further, the CFPB continues to propose new rules and to amend existing rules. While we are not aware of any material compliance issues related to our mortgage and consumer lending practices, the focus of regulators and the changes to regulations may increase our compliance risks.risk. Despite the supervision and oversight we exercise in these areas, failure to comply with these regulations could result in the Bank being liable for damages to individual borrowers or other imposed penalties.


Additionally, the Equal Credit Opportunity Act and the Fair Housing Act prohibit financial institutions from engaging in discriminatory lending practices. The Department of Justice,DOJ, CFPB and other agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution's performance under fair lending laws in class action litigation. A successful challenge to the Bank's performance under the fair lending laws and regulations could adversely impact the Bank's rating under the Community Reinvestment Act and result in a wide variety of sanctions or penalties or limit certain revenue channels.


Incentive Compensation


The U.S. bank regulatory agencies issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of U.S. banks do not undermine safety and soundness by encouraging excessive risk-taking. The U.S. bank regulatory agencies review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of U.S. banks that are not "large, complex banking organizations." These reviews are tailored to each bank based on the scope and complexity of the bank’s activities and the prevalence of incentive compensation arrangements.

Bank Secrecy Act and Anti-Money Laundering

The Bank is subject to the BSA and other anti-money laundering laws and regulations, including the USA PATRIOT Act. The BSA requires all financial institutions to, among other things, establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes various record keeping and reporting requirements such as cash transaction and suspicious activity reporting as well as due diligence requirements. The Bank is also required to comply with U.S. Treasury’s Office of Foreign Assets Control imposed economic sanctions that affect transactions with designated foreign countries, nationals, individuals, entities and others.




Additional Information


Our executive offices are located at 5151 Corporate Drive, Troy, Michigan 48098, and our telephone number is (248) 312-2000. Our stock is traded on the NYSE under the symbol "FBC."


We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") available free of charge on our website at www.flagstar.com, under "Investor Relations,"Relations", as soon as reasonably practicable after we electronically file or furnish such material with the SEC. These reports are also available without charge on the SEC website at www.sec.gov.
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ITEM 1A. RISK FACTORS


Our financial condition and results of operations may be adversely affected by various factors, many of which are beyond our control.control, including the current pandemic resulting from COVID-19. In addition to the factors identified elsewhere in this Report, we believe the most significant risk factors affecting our business include thoseare set forth below.

    The below description of risk factors is not exhaustive, and readers should not consider the description of suchexhaustive. Other risk factors are described elsewhere herein as well as in other reports and documents that we file with or furnish to be a complete set of all potential risksthe SEC. Other factors that could affect us.also cause results to differ from our expectations may not be described herein or in any such report or document.


Market, Interest Rate, Credit and Liquidity Risk


Economic and general market conditions in the markets in which we operate may adversely affect our business.


Our business and results of operations are affected by economic and market conditions, political uncertainty and social conditions, factors impacting the level and volatility of short-term and long-term interest rates, inflation, home prices, unemployment and under-employment levels, risks associated with an outbreak of a widespread epidemic or pandemic of disease (or widespread fear thereof), bankruptcies, household income, consumer spending, fluctuations in both debt and equity capital markets and currencies, liquidity of the financial markets, the availability and cost of capital and credit, investor sentiment and confidence in the financial markets, and the sustainability of economic growth. Deterioration of any of these conditions could adversely affect our business segments, the level of credit risk we have assumed, our capital levels, and liquidity, and our results of operations.


Domestic and international fiscal and monetary policypolicies also affectsaffect our business. Central bank actions, particularly those of the Federal Reserve, can affect the value of financial instruments and other assets, such as investment securities and MSRs, andMSRs; their policies can affect our borrowers, potentially increasing the risk that they may fail to repay their loans. Changes in fiscal and monetary policies are beyond our control and difficult to predict, but could have an adverse impact on our capital requirements and the costscost of running our business.


DeteriorationWe are currently in the mortgagemidst of a health crisis as a result of COVID-19. The COVID-19 pandemic is adversely affecting us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects are uncertain. In addition, the pandemic has resulted in temporary or permanent closures of many businesses as well as the institution of social distancing and sheltering in place requirements in many states and communities. Some states and communities have reopened and may be at risk of restrictions again in the future. As a result, the demand for our products and services may be negatively impacted. Our ongoing response to COVID-19, including setting up new programs specified in the Coronavirus Aid, Relief and Economic Security Act (the “CARES Act”), such as the PPP, and our long-term effectiveness while working remotely, could have a significant, lasting impact on our operations, financial condition and reputation. The extent to which COVID-19 impacts our business, results of operations and financial condition, as well as our regulatory capital and liquidity ratios will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic and actions taken by governmental authorities and other third parties in response to the pandemic.

The response to the pandemic resulted in a strong contraction in our economy, increased market volatility and uncertainty in our capital markets, most notably impacting workers and small businesses. The economic health of these businesses may also reducedepend upon the numberfiscal assistance provided by the CARES Act, government stimulus approved in December 2020 or future acts taken by Congress. The CARES Act is the largest deployment of new mortgagescapital ever authorized by Congress with several provisions designed to ensure banks are able to provide assistance and relief to consumers and businesses. Although government intervention is intended to mitigate economic uncertainties, these programs may not be broad or specific enough to mitigate the economic risks of COVID-19, which may lead to adverse results.

The adverse economic conditions have and will have an impact on our customers. Some of these customers have and may continue to experience unemployment and a loss of revenue, leading to a lack of cash flows. These lower cash flows in some instances have caused our customers to draw on the lines of credit we have extended to them and to withdraw their deposits from the Bank. Both of these actions could have an adverse impact on our liquidity position. Additionally, the ability of our borrowers to make payments timely on outstanding loans, the value of collateral securing those loans, and demand for loans and other products and services that we originate, increaseoffer have been, and may continue to be, adversely impacted by COVID-19. Until the costseffects of servicing mortgages withoutthe pandemic subside, we expect continued draws on lines of credit and increased loan defaults and losses.

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Even after the pandemic subsides, the U.S. economy may continue to experience a corresponding increaserecession; therefore, we anticipate our business could be materially and adversely affected by a prolonged recession in servicing fees or adversely affect our ability to sell mortgage loans originated by us. Any such eventthe U.S.
We are asset sensitive, which means changes in interest rates could adversely affect our financial condition and results of operations including our net interest margin, mortgage related assets, and our investment portfolio.

    Our financial condition and results of operations could be significantly affected by changes in interest rates and the yield curve. Our financial results depend substantially on net interest income. Net interest income represented 29 percent of our total revenue for the full year ended December 31, 2020.

    Changes in interest rates may affect the expected average life of our mortgage LHFI, mortgage-backed securities and, to a lesser extent, our commercial loans. Decreases in interest rates can trigger an increase in prepayments of our loans and mortgage-backed securities as borrowers refinance to reduce their own borrowing costs. Conversely, increases in interest rates may decrease loan refinance activity which can negatively impact our mortgage business.

    The fair value of our fixed-rate financial instruments, including certain LHFI, LHFS, and investment securities is affected by changes in interest rates. If interest rates increase, the fair value of our fixed-rate financial instruments will generally decline and, therefore, have a negative effect on our financial results. We use derivatives to hedge the fair value of certain of our financial instruments including the use of TBAs and other derivatives to hedge our LHFS portfolio. These strategies may expose us to basis risk and we may not be able to fully hedge certain interest rate risks.

    Additionally, the fair value of our MSRs is highly sensitive to changes in interest rates and changes in market implied interest rate volatility. Decreases in interest rates can trigger an increase in actual repayments and market expectation for higher levels of repayments in the future which have a negative impact on MSR fair value. Conversely, higher rates typically drive lower repayments which results in an increase in the MSR fair value. We utilize derivatives to manage the impact of changes in the fair value of the MSRs. We may have basis risk and our risk management strategies, which rely on assumptions or projections, may not adequately mitigate the impact of changes in interest rates, interest rate volatility, credit spreads, or prepayment speeds, and, as a result, the change in the fair value of MSRs may negatively impact earnings.

In response to COVID-19, the Federal Reserve reduced the Federal Funds Rate to zero percent in March 2020. The Federal Reserve may continue to keep interest rates low or even use negative interest rates if warranted by economic conditions. Although many of our commercial loans have floors, our banking revenue, representing approximately 30 percent of our revenue, is tied to interest rates; an extended period of operations in a zero- or negative-rate environment could negatively impact profitability.

In addition, the Federal Reserve initiated new quantitative easing programs, including buying securities at various points in time, resulting in disruptions to the mortgage-backed securities market. There is a risk that the Federal Reserve may take additional actions in the future or elect to stop their current actions which could disrupt the market and have an adverse impact on our mortgage gain on sale or other financial results. Further, the impact of these actions has caused the financial instruments we use to manage our interest rate and market risks to be less effective at times, which could have a materially adverse impact on our operations and financial condition.

See MD&A - Market Risk for our net interest income sensitivity testing.

Rising mortgage rates and adverse changes in mortgage market conditions could reduce mortgage revenue.

    In 2020, approximately 62 percent of our revenue was derived from our Mortgage Origination segment which includes activities related to the origination and sale of residential mortgages. The residential real estate mortgage lending business is sensitive to changes in interest rates. Lower interest rates generally increase the volume of mortgage originations, while higher interest rates generally cause that volume to decrease. Therefore, our mortgage performance is typically correlated to fluctuations in interest rates, primarily the 10-year U.S. Treasury rate. Historically, mortgage origination volume and sales for the Bank and for other financial institutions have risen and fallen in response to these and other factors. An increase in interest rates and/or a decrease in our mortgage production volume could have a materially adverse effect on our operating results. The 10-year U.S. Treasury rate was 0.93 percent at December 31, 2020, and averaged 0.89 percent during 2020, 125 basis points lower than average rates experienced during 2019. The sustained lower rates experienced throughout 2020 positively impacted the mortgage market including our loan origination volume and refinancing activity, which may not persist.

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    In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential mortgage loans and investor yield requirements for these loans. These conditions may fluctuate or worsen in the future. Adverse market conditions, including increased volatility and reduced market demand, could result in greater risk in retaining mortgage loans pending their sale to investors. A prolonged period of secondary market illiquidity may result in a reduction of our loan mortgage production volume and could have a materially adverse effect on our financial condition and results of operations.


Our mortgage origination business is also subject to the cyclical and seasonal trends of the real estate market. Cyclicality inThe cyclical nature of our industry could lead to periods of strong growth in the mortgage and real estate markets followed by periods of sharp declines and losses in such markets. Seasonal trends have historically reflected the general patterns of residential and commercial real estate sales, which typically peak in the spring and summer seasons. One of the primary influences on our mortgage business is the aggregate demand for mortgage loans, in our market areas, which is affected by prevailing interest rates, housing supply and thedemand, residential construction trends, and overall economic condition of those areas.conditions. If we are unable to respond to the cyclicalitycyclical nature of our industry by appropriately adjusting our operations or relying on the strength of our other product offerings during cyclical downturns, our business, financial condition, and results of operations could be adversely affected.


Mortgage forbearance levels and delayed foreclosures due to federal legislation could result in a decrease in service fee income and an increase in service costs.

As a result of federal legislation in response to COVID-19, we are required to provide mortgage forbearances to individuals with single-family, federally backed mortgages, such as those that we service which underlie our mortgage servicing rights, due to COVID-19 related difficulties. In addition, we waived fees for an extended time period in the early portion of the pandemic as customers dealt with the crisis, which we may again do in the future. This could result in a reduction in servicing fee income and a higher cost to service. As customers are not making payments on their mortgage, we cover their payments for a temporary time period until the investors make us whole. Additionally, MSR transactions customarily contain early payment default provisions. If a customer requests forbearance on the residential mortgage loans underlying the MSRs we have sold, generally within 90 days following the sale, we may be contractually obligated to refund the purchase price of the MSR or pay a fee to the purchaser. These actions could result in financial, operational, credit and compliance risk as we navigate government requirements and our ability to modify our systems to account for these changes while maintaining an adequate internal control structure.

Our application of forbearance, any loan payment deferrals that we grant, the servicing advances we are required to make, and any escrow advances we are required to make while a loan is in forbearance could result in us carrying significant asset balances. This could result in a reduction in our liquidity and cause a reduction in our capital ratios. The combination of these impacts along with other impacts, could cause us to not have sufficient liquidity or capital.

We are not aging receivables for customers who have been granted a payment holiday, payment deferral, or forbearance. Therefore, there is a risk that subsequently customers may still be unable to make their payments, resulting in delinquencies at a higher rate than what is typical and a higher percentage of loans in nonaccrual status. Additionally, for consumer loans, current payments typically provide the primary evidence of a borrower’s ability and intent to repay the loan. Therefore, during the forbearance, deferral, or payment holiday period we may not be able to discern which loans can be repaid and which require timely action to manage the potential for loss to a lower level. Consequently, when a borrower is unable to repay the loan, our losses could be higher than we have experienced in the past. In addition, newly originated or acquired mortgage loans could potentially request forbearance prior to us selling the loan, resulting in a higher carrying cost for us as we may not be able to sell them into the market at all or at prices we would accept.

See MD&A - Payment Deferrals for details on borrowers currently participating in a forbearance program.

We are highly dependent on the Agencies to buy mortgage loans that we originate. Changes in interest ratesthese entities and changes in the manner or volume of loans they purchase or their current roles could adversely affect our business, financial condition and results of operations including our net interest margin,operations.

    We generate mortgage origination volumerevenues primarily from gains on the sale of single-family residential loans pursuant to programs currently offered by Fannie Mae, Freddie Mac, Ginnie Mae and other investors. These entities account for a substantial portion of the secondary market in residential mortgage related assets, and our investment portfolio.

Our results of operations and financial condition could be significantly affected by changes in interest rates. Our financial results depend substantially on net interest income, which isloans. During the difference between the interest income thatyear ended December 31, 2020, we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. While we have modeled rising interest rate scenarios and such scenarios result in an increase in our net interest income, our deposits and interest-bearing liabilities may reprice more quickly than modeled, resulting in a decrease in our net interest income. We seek to manage our balance sheet to be interest rate neutral. In response to changes in the interest rate environment, we make adjustments to match the duration of our assets with the duration of our liabilities.



In 2017,sold approximately 4979 percent of our revenue was derived from the origination of residential mortgagesmortgage loans to Fannie Mae and Freddie Mac and 12 percent to Ginnie Mae. Any future changes in interest rates maythese programs, our eligibility to participate in such programs, their concentration limits with respect to loans purchased from us, the criteria for loans to be accepted or laws that significantly affect origination volume as the residential real estate mortgage lending business is sensitive to interest rates. Lower interest rates generally increase theactivity of such entities could, in
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turn, result in a lower volume of mortgagecorresponding loan originations while higher interest rates generally cause that volume to decrease. Historically, mortgage origination volume and sales for the Bank and foror other financial institutions have risen and fallen in response to these and other factors. An increase in interest rates would change these conditions and couldadministrative costs which may have a materialmaterially adverse effect on our operating results. During 2017, average 10 year U.S. Treasury rates,results of operations or could cause us to take other actions that would be materially detrimental.

    Fannie Mae and Freddie Mac remain in conservatorship and a path forward for them to emerge from conservatorship is unclear. Their roles could be reduced, modified or eliminated as a result of regulatory actions and the nature of their guarantees could be limited or eliminated relative to historical measurements. The elimination or modification of the traditional roles of Fannie Mae or Freddie Mac could create additional competition in the market and significantly and adversely affect our business, financial condition and results of operations.

We originate non-conforming "jumbo" residential mortgage loans for sale into either the private loan securitization market through a 144A offering or through whole loan sales. Demand for these loans or securities can change based on economic conditions which may adversely impact our ability to sell them.

Jumbo residential mortgage loans have principal balances that exceed the applicable conforming loan limits, as specified by the FHFA, known as the National Conforming Loan Limit ("Jumbo Loans"). We originate Jumbo Loans and hold these loans in our HFS portfolio prior to sale. Jumbo Loans tend to be less liquid than conforming loans, which may make it more difficult for us to sell these loans if investor demand decreases. If we baseare unable to sell these loans, they remain in our pricing ofHFS portfolio, we retain the credit risk and we do not receive sale proceeds that could be used to generate new loans. Further, these loans remain on the balance sheet utilizing capital which could impact our 30 year mortgages, were 2.33 percent, 49 basis points higher than average rates experienced throughout 2016. The sustained higher rates experienced throughout 2017 negatively impacted the mortgage market including loan origination volume and refinancing activity.overall balance sheet management strategy.


Changes in interest rates maythe servicing, origination, or underwriting guidelines or criteria required by the Agencies could adversely affect our business, financial condition and results of operations.

    We are required to follow specific guidelines or criteria that impact the average life of ourway we originate, underwrite or service loans. Guidelines include credit standards for mortgage loans, our staffing levels and other servicing practices, the servicing and ancillary fees that we may charge, modification standards and procedures, and the amount of non-reimbursable advances.

    We cannot negotiate these terms, which are subject to change at any time, with the Agencies. A significant change in these guidelines, which decreases the fees we charge or requires us to expend additional resources in providing mortgage related securitiesservices, could decrease our revenues or increase our costs, adversely affecting our business, financial condition, and results of operations.

    In addition, changes in the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the insurance provided by the FHA could also have broad adverse market implications. The fees that we are required to a lesser extent, our commercial loans. Decreases in interest rates can trigger an increase in unscheduled prepayments of our loanspay to the Agencies for these guarantees have changed significantly over time and mortgage-related securities as borrowers refinance to reduce their own borrowing costs. Conversely,any future increases in interestthese fees would adversely affect our business, financial condition and results of operations.

Uncertainty about the future of LIBOR may adversely affect our business.

    On July 27, 2017, the United Kingdom Financial Conduct Authority, which oversees LIBOR, formally announced that it could not assure the continued existence of LIBOR in its current form beyond the end of 2021 and that an orderly transition process to one or more alternative benchmarks should begin. In June 2017, the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions organized by the Federal Reserve, announced that it had selected a modified version of the unpublished Broad Treasuries Financing Rate as the preferred alternative reference rate for U.S. dollar obligations. This rate, now referred to as the Secured Overnight Financing Rate ("SOFR"), which was first published during the beginning of 2018, is based on actual transactions in certain portions of overnight repurchase agreement markets for certain U.S. Treasury obligations.

    In November 2020, the FCA announced that it would continue to publish LIBOR rates may decrease loan refinance activity.

Changesthrough June 30, 2023. It is unclear whether, or in interest rates also affectwhat form, LIBOR will continue to exist after that date. If LIBOR ceases to exist or if the fair valuemethods of our LHFS, LHFIcalculating LIBOR change from current methods for any reason, revenue and investment securities. Generally, the value of our investment securities, which are predominantly fixed-rate, fluctuates inverselyexpenses associated with changes in interest rates and decreases in the fair value have an adverse effectunderlying valuation assumptions on our stockholders’ equity or our earnings.

Additionally, the fair value of our MSRs is highly sensitive to changes in interest rates and changes in market implied interest rate volatility. Decreases in interest rates can trigger an increase in actual repayments and market expectation for higher levels of repayments in the future which have a negative impact on MSR fair value. We utilizeloans, deposits, obligations, derivatives, and other fair value assetsfinancial instruments tied to manageLIBOR rates and models that utilize LIBOR curves may be adversely affected. Additionally, whether or not SOFR attains market traction as a replacement to LIBOR remains in question and it remains uncertain at this time what the impact of changes in the fair value of the MSRs. Our risk management strategies, which relya possible transition to SOFR or other alternative reference rates may have on assumptions or projections, may not adequately mitigate the impact of changes in interest rates, interest rate volatility or prepayment speeds,our business, financial results and as a result, the change in the fair value of MSRs may negatively impact earnings.operations.


We may be unable to
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To effectively manage our MSR concentration risk we may have to sell our MSRs when market conditions are not optimal or hold MSRs at a level which could impactis punitive to our Common Equity Tier 1 ratiocapital (CET1) under Basel III.

As of December 31, 2017, we had $291 million in MSRs and a MSR to Common Equity Tier 1 Capital ratio of 24 percent. We produced, on average, approximately $73 million new MSRs per quarter in 2017. We manage our MSR concentration through sales of these assets and in 2017, we sold $361 million in MSRs. In addition, as of December 31, 2017, we had pending MSR sales of $98 million which closed during the first quarter of 2018. While our established plan to manage our MSR concentration incorporates our production volumes and required sales, no assurance can be given that we will be able to do so, or that we will be successful in selling these assets at their current fair value.

We are subject to rules relating to capital standards requirements, including requirements contemplated byof the Dodd-Frank Act as well as certain standards initially adoptedand those developed by the Bank's regulators based on the Basel Committee on Banking Supervision, which standards are commonly referred to as Basel III. Basel III established a qualifying criteria for regulatory capital, including limitations on the amount of DTAs and MSRs that may be held without triggering higher capital requirements. Effective January 1, 2020, Basel III (post-regulatory simplification) limits the amount of MSRs and DTAs to 10 percent of CET1, individually, and 15 percent of CET1, in the aggregate.

On October 27, 2017, the agencies issued a notice of proposed rulemaking (“NPR”) which would simplify certain aspects of the Basel III capital rules. The agencies expect that the capital treatment and transition provisions for items covered by this final rule will change once the simplification proposal is finalized and effective. Specifically, the proposal would increase the limit on MSRseach to 25 percent of CET1 and eliminateCET1. Volatility of interest rates, market disruption or the aggregate 15financial weakness of some traditional buyers of mortgage servicing rights could cause uncertainty with respect to our ability to sell mortgage servicing rights. Should the level of mortgage servicing rights exceed 25 percent CET1 deduction threshold for MSRs and temporary difference DTAs. In responseof common equity tier one capital, we are required to comments received from bankers and trade associations,deduct the regulators may change these proposed rules prior to issuing themexcess in their final form.

     In preparation for the NPR, the Basel III implementation phase-in has been halted for the treatment of MSRs and certain DTAs. The agencies issued a final rule that will maintain the capital rules’ 2017 transition provisions for severaldetermining our regulatory capital deductions and certain other requirements thatlevels. If we are subjectunable to multi-year phase-in schedules in thesell mortgage servicing rights on a timely basis, there could be negative impacts to our regulatory capital rules. Specifically, the final rule will maintain the capital rules’ 2017 transition provisions at 80 percentor an impact on our pricing for the regulatory capital treatment of the following items: (i) MSRs, (ii) DTAs arising from temporary differences thatmortgage loans which could not be realized through net operating loss carrybacks, (iii) investments in the capital of unconsolidatednegatively impact our mortgage origination business and our financial institutions, and (iv) minority interests.condition.

    As of December 31, 2017,2020, we had $291 million on MSRs, $57$329 million in DTAs arising from temporary differencesMSRs and no investmentsa MSR to Common Equity Tier 1 Capital ratio of 16.2 percent. We produced, on average, approximately $67 million of new MSRs per quarter in unconsolidated financial institutions or minority interest. This final rule will maintain2020 and we expect to continue to generate MSRs going forward. Considering the


2017 transition provisions for certain items for non-advanced approach banks. For further information, see Note 20 - Regulatory Capital.

As volume of MSRs that we generate, we must continually sell MSRs to manage the concentration of this asset. In 2020, we sold $71 million in MSRs and as of December 31, 2017,2020, we had pending MSR sales with a fair value of $8 million, which closed during the first quarter of 2021. In 2020, we also sold $5.1 billion of outstanding principal via flow sale arrangements, in which Flagstar assigns the servicing right to a third-party investor at the time of sale and the rights, risks, and rewards of holding the MSR asset are never titled in the name of Flagstar. While our ALLL was $140 million, covering 1.8 percentestablished plan to manage our MSR concentration incorporates our production volumes and required sales, no assurance can be given that we will be able to do so. Additionally, to manage our MSR concentration, we may have to sell our MSRs at a price less than their fair value due to market constraints present at the time of total loans held-for-investment.sale which could have an adverse effect on our financial condition and results of operations.

    Refer to MD&A - Regulatory Capital Simplification and Note 18 for more detail.

Our ACL could be too low to sufficiently cover future credit losses. Our estimate of the inherentexpected lifetime losses is imperfect and based onincludes a degree management judgment.


Our allowance for loan and lease losses,ACL, which reflects our estimate of suchexpected lifetime losses inherent in the HFI loan portfolio and our reserve for unfunded commitments, at December 31, 2017,2020, may not be adequatesufficient to cover actual credit losses. If this allowance is insufficient, future provisions for credit losses could adversely affect our financial condition and results of operations. We attempt to limit the risk that borrowers will fail to repay loans by carefully underwriting our loans,loans; but losses nevertheless occur in the ordinary course of business operations.business. Our ALLLACL is based on historical experience as well as our evaluationestimate of the risks inherentlifetime losses in the loan portfolio at December 31, 2017.2020. We establish an allowance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The determination of an appropriate level of loan loss allowance is a subjective process that requires significant management judgment, including estimatesdetermination of lossthe reasonable and supportable forecast period, forecasting economic conditions and the loss emergence period, estimates and judgments about the collectabilityqualitative assessment of oureach loan portfolio including but not limited to the creditworthiness of our borrowers and the value of real estate or other collateral backing the repayment of loans.portfolio. New information regarding existing loans, identification of additional problem loans, failure of borrowers and guarantors to perform in accordance with the terms of their loans, and other factors, both within and outside of our control, may require an increase in the ALLL.ACL. Moreover, our regulators, as part of their supervisory function, periodically review our ALLL. Our regulators, who may have access to broader industry data than we do,ACL and may recommend or require us towe increase the amount of our ALLL,ACL based onupon their judgment, which may be different from that of our management. Any increaseManagement.

Our ACL calculations include a forecast for a reasonable and supportable time period. Changing economic conditions could cause a material difference in future forecasts used in our loancalculations. If actual results differ materially from the forecast used in our calculations, our credit loss provision may increase and our ACL may not be sufficient to cover losses would havesustained, particularly for the impacted industries.

The current pandemic has resulted in the environment changing rapidly resulting in the increased risk of inaccurate forecasts because they depend upon significant judgments and estimates, which can be even more challenging in an adverse effectenvironment of uncertainty. The calculation for ACL is complex and the associated risk could impact our results of operations and may place stress on our earnings andinternal controls over financial condition.reporting.


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We have loan exposures to industries that have been impacted more severely by COVID-19 including:

As of December 31, 2020
Loan Exposure
(Dollars in millions)
Retail$298 
Hotel$279 
Leisure & Entertainment$148 
Senior Housing$145 
Automotive$79 
Healthcare$22 

Concentration of loans held-for-investment in certain geographic locations and portfoliosmarkets may increase risk.the magnitude of potential losses should defaults occur.


Our residential mortgage loan portfolio is geographically concentrated in certain states, including California Michigan, and Florida,Michigan which comprise approximately 5855 percent in the aggregate of the portfolio. In addition, our commercial loan portfolio has a concentration of Michigan lendingMichigan-lending relationships. Approximately 4840 percent of our CRE loans are collateralized by properties in Michigan, and 2935 percent of our C&I borrowers are located in Michigan. These concentrations have made, and will continue to make, our loan portfolio particularly susceptible to downturns in thethese local economies and the real estate and mortgage markets in these areas. Adverse conditions that are beyond our control may affect these areas, including unemployment, inflation, recession, natural disasters, declining property values, municipal bankruptcies and other factors which could increase default ratesboth the probability and severity of defaults in our loan portfolio, reduce our ability to generate new loans and negatively affect our financial results.


In 2017, we continued to grow our commercial portfolio to $4.3 billion at December 31, 2017. CRE and C&I loans grew to $3.1 billion and comprised 41 percent of our total LHFI portfolio at December 31, 2017. As a part of that growth, our home builder finance program reached $601 million at December 31, 2017. The home builder lending portfolio contains secured and unsecured loans and our lending platform originates loans throughout the U.S. with main offices in Houston and Denver.

Commercial loans, including home builderexcluding our warehouse loans, generally expose us to a greater risk of nonpayment and loss than residential real estate loans due to the more complex nature of underwriting. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans. At December 31, 2017,2020, our largest CRE and C&I borrowers had outstanding loans of $81$83 million UPB and $68$74 million, UPB, respectivelyrespectively. Further, we have commitments up to $100 million in our CRE and C&I portfolios. As such, a default by one of our average commercial loan balance was $1.4 million. Securedlarger borrowers could result in a significant loss relative to our ACL. Additionally, secured loans, including residential and commercial real estate, may experience changes in the underlying collateral value due to adverse market conditions which could result in increased charge-offs in the event of a loan default.


    Our home builder finance portfolio had $783 million in outstanding loans at December 31, 2020. The home builder lending portfolio contains secured and unsecured loans within our CRE and C&I portfolios. Our lending platform originates loans throughout the U.S., with regional offices in Houston, Phoenix and Denver. Our home builder lending business may be impacted by overall economic conditions in the areas builders operate as well as new home construction rates and trends.

At December 31, 2017,2020, our committed amount of adjustable-rate warehouse lines of credit granted to other mortgage lenders was $2.8$10.5 billion of which $1.1$7.7 billion was outstanding. There may be risks associated with the mortgage lenders that borrow from the Bank, including credit risk, inadequate underwriting, and potential external fraud.fraud against the Bank. At December 31, 2020, our largest borrower had an outstanding balance of $180 million. A default fromby one of our larger warehouse borrowers could result in a large loss.loss relative to our size. Additionally, adverse changes to industry competition, mortgage demand and the interest rate environment may have a negative impact on warehouse lending. Fluctuations in outstanding warehouse lines of credit, which are contingent on residential mortgage production, can impact the Bank’s liquidity and earnings. Failure to mitigate these risks could negatively impact our financial results.



Liquidity risk may affect our ability to meet obligations and impact our ability to grow our business.


We require substantial liquidity to repay our customers' deposits, fulfill loan demands,demand, meet debtborrowing obligations, as they come due, and fund our operations under both normal operating environments and unforeseen circumstances causingwhich may cause liquidity stress. Our access to liquidity could be impaired by our inability to access the capital markets or unforeseen outflows of deposits. Our access to external sources of financing, including deposits, as well as theand cost of that financing,liquidity is dependent on various factors. A number of factors could make funding more difficult, more expensive or unavailable on any terms. These factors include,including, but not limited to, declining financial resultsresults; balance sheet and losses, material changes to operating margins, financial leverage on an absolute basis or relative to peers, changes within the organization, specific events that impact our financial condition or reputation,leverage; disruptions in the capital markets, specific events that adversely impact the financial services industry,markets; counterparty availability, the corporate and regulatory structure, balance sheet and capital structure, geographic and business diversification,availability; interest rate fluctuations, market share and competitive position,fluctuations; general economic conditionsconditions; and the legal, regulatory, accounting and tax environments governing funding transactions. Many of these factors are beyond our control. A material deterioration in any one or a combination of these factors could result in a downgrade of our credit or servicer standing with counterparties, or a decline in our reputation within the marketplace, and could resultresulting in higher cash outflows requiringwhich could require us to raise capital or obtain additional access to liquidity, having a limited ability to borrow funds, maintain or increase deposits (including custodial deposits for our agency servicing portfolio) or to raise capital on commercially reasonable terms or at all.

Our ability to meet loan demand, accommodate outflows in deposits, take advantage of market opportunity, and execute on our plans to grow the balance sheet depends largely on our ability to secure funds on acceptable terms. Our primary sources of funds to meet our financing needs include deposits, including custodial accounts from our servicing portfolio, loan sales, public funds, and capital-raising activities. Our company controlled deposits are considered stable sources of funding.liquidity. If we are unable to maintain and grow certain of these financing arrangements, are restricted from accessing certain funding sources by our regulators, are unable to arrange for new financing on acceptable terms, or if we default on any of the covenants imposed upon us
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by our borrowing facilities, then we may have to limit our growth, reduce the number of loans we are able to originate, or take actions that could have other negative effects on our operations. A prolonged significant reduction in loan originations that occurs as a result could adversely impact our earnings and financial condition.
    
We are a holding company and are, therefore, dependent on the Bank for funding of obligations.


As a holding company with no significant assets other than the capital stock of the Bank and the cash on hand, our ability to make payments for certain services we purchase from the Bank and to service our debt, including interest payments on our senior notes and trust preferred securities dependssecurities; pay dividends; repurchase shares of our common stock; pay for certain services we purchase from the Bank; and cover operating expenses, depend upon available cash on hand and the receipt of dividends from the Bank. The holding company had cash and cash equivalents of $196$305 million at December 31, 2017or2020, or approximately 3.81.4 years of expense,future anticipated cash outflows, dividend payments, share repurchases, and debt service coverage. Operating expenses, which includes compensation and benefits, legal and professional expense and general and administrative expenses. These expenses forinclude costs paid to the holding companyBank, totaled $34$39 million for the year ended December 31, 2017.2020. On January 22, 2021, we repaid our Senior Notes which reduced the holding company's cash and cash equivalents to $42 million as of January 31, 2021. The declaration and payment of dividends by the Bank on all classes of its capital stock isare subject to the discretion of the Bank's boardBoard of directorsDirectors and to applicable regulatory and legal limitations. If the Bank does not, or cannot, make sufficient dividend payments to us, we may not be able to service or repay our debt when it comes due, which could have a materialmaterially adverse effect on our financial condition and results of operations.operations or could cause us to take other actions which could be materially detrimental to our shareholders.


Regulatory Risk

The Holding Company remains subject to the restrictions and conditions of the Supervisory Agreement with the Federal Reserve. Failure to comply with the Supervisory Agreement could result in further enforcement action against us and limit our ability to execute on business plans.

The Supervisory Agreementrequires that we take certain actions to address issues as specified in the agreement. The Supervisory Agreement is enforced by the Federal Reserve with respect to savings and loan holding companies. Under the terms of the agreement, we are required to submit a capital plan; receive written non-objection before declaring or paying any dividend or other capital distribution from the Holding Company, incurring or renewing any debt at the Holding Company and engaging in affiliate transactions (with limited exceptions); comply with applicable regulatory requirements before making certain severance and indemnification payments; and provide notice prior to changes in directors and certain executive officers or entering into, renewing, extending or revising compensation or benefits agreements of such directors or executive officers, with such changes being subject to Federal Reserve approval. While we believe that we have taken all action necessary to comply with the requirements of the Supervisory Agreement, failure to comply with the Supervisory Agreement in the time frames provided, or at all, could result in additional enforcement orders or penalties, which could include further restrictions on us, assessment of civil money penalties on us, as well as our directors, officers and other affiliated parties and removal of one or


more officers and/or directors. Any failure by us to comply with the terms of the Supervisory Agreement or additional actions by the Federal Reserve could adversely affect our business, financial condition and results of operations. Moreover, our competitors, particularly non-banks, may not be subject to similar actions, which could impact our ability to compete effectively. For further information, see Item 1. Business - Regulation and Supervision.

We are highly dependent on the Agencies to sell mortgage loans and any changes in these entities or their current roles could adversely affect our business, financial condition and results of operations.

During the year ended December 31, 2017, we sold approximately 57 percent of our mortgage loans to Fannie Mae and Freddie Mac. Fannie Mae and Freddie Mac remain in conservatorship and a path forward to emerge from conservatorship is unclear. These roles could be reduced, modified or eliminated and the nature of their guarantees could be limited or eliminated relative to historical measurements.

The elimination or modification of the traditional roles of Fannie Mae or Freddie Mac could significantly and adversely affect our business, financial condition and results of operations. Furthermore, any discontinuation of, or significant reduction in, the operation of these agencies, any significant adverse change in the level of activity of these agencies in the primary or secondary mortgage markets could materially and adversely affect our business, financial condition and results of operations.

Changes in the servicing, origination, or underwriting guidelines or criteria required by the Agencies could adversely affect our business, financial condition and results of operations.

We are required to follow specific guidelines or criteria that impact the way that we originate, underwrite, or service. Agency loans, including guidelines 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 and the amount of non-reimbursable advances.

We cannot negotiate these terms with the Agencies and they are subject to change at any time. A significant change in these guidelines which decreases the fees we charge or requires us to expend additional resources in providing mortgage services could decrease our revenues or increase our costs, which would adversely affect our business, financial condition and results of operations.

In addition, changes in the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the insurance provided by the FHA could also have broad adverse market implications. The fees that we are required to pay to the Agencies for these guarantees have changed significantly over time and any future increases in these fees would adversely affect our business, financial condition and results of operations.


We depend upon having FDIC insurance to raise deposit funding at reasonable rates. IncreasesFuture changes in deposit insurance premiums and special FDIC assessments willcould adversely affect our earnings.


The Dodd-Frank Act required the FDIC to substantially revise its regulations for determining the amount of an institution's deposit insurance premiums. TheConsequently, the FDIC has defined the deposit insurance assessment base for an insured depository institution as average consolidated total assets during the assessment period minus average tangible equity.Tier 1 Capital. Our assessment rate is determined bythrough the use of a scorecard that combines our CAMELS ratings with certain other financial information. Changes in the level and mix of these financial components in the scorecard may result in a higher assessment rate. The FDIC may determine that we present a higher risk to the DIF than other banks due to various factors. These factors include significant risks relating to interest rates, loan portfolio and geographic concentration, concentration of high credit risk loans, increased loan losses, regulatory compliance, (including under existing Supervisory Agreement), existing and future litigation, and other factors. As a result, we could be subject to higher deposit insurance premiums and special assessments in the future that could adversely affect our earnings. The Bank’s deposit insurance premiums

Non-compliance with laws and special assessmentsregulations could result in fines, sanctions and/or operating restrictions.

We are subject to government legislation and regulation, including, but not limited to, the futureUSA PATRIOT and Bank Secrecy Acts, which require financial institutions to develop programs to detect money laundering, terrorist financing, and other financial crimes. If detected, financial institutions are obligated to report such activity to the Financial Crimes Enforcement Network, a bureau of the United States Department of the Treasury. These regulations require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to establish and maintain a relationship with a financial institution. Failure to comply with these regulations could result in fines, sanctions or restrictions that could have a materially adverse effect on our strategic initiatives and operating results, and could require us to make changes to our operations and the customers that we serve.
    Current laws and applicable regulations are subject to frequent change and, in certain instances, state and federal law may conflict. Any new laws and regulations could make compliance more difficult or expensive, or otherwise adversely affect our business. If our risk management and compliance programs prove to be ineffective, incomplete or inaccurate, we could suffer unexpected losses, which could materially adversely affect our results of operations, our financial condition, and/or our reputation. As part of our federal regulators' enforcement authority, significant civil or criminal monetary penalties, consent orders, or other regulatory actions can be assessed against the Bank. Such actions could require us to make changes to our operations, including the customers that we serve, and may have an adverse impact on our operating results.

Additionally, the CARES Act was passed quickly and regulators rapidly issued clarifying guidance and operationalized programs, such as the PPP. As a result, there is risk that there are subsequent interpretations of guidance or aggressive assertions of wrongdoing in regards to laws, regulations, or applications of guidance which could cause an adverse impact to our financial results or our internal controls. We also may be higher than competing banks may be required to pay. Forface an increased risk of client disputes, litigation and governmental as well as regulatory scrutiny as a result of the years ended December 31, 2017, 2016effects of COVID-19 on economic and 2015, our FDIC insurance expense premiums totaled $16 million, $11 million and $23 million, respectively.market conditions.

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Operational Risk

We may experience risks associated with the successful integration of mergers and acquisitions.

Related to the pending acquisition of eight Desert Community Bank branches, we may experience challenges related to the integration of their operations which may result in additional cost. This includes the transition of data, integration of product offerings and the standardization of business practices. Complications associated with this process could result in delays or an inability to close the transaction, additional cost, loss of customers, damage to our reputation or other operational risks.


A failure of our information technology systems or those of our key third party vendors or service providers, could cause operational losses and damage to our reputation.


Our businesses are increasingly dependent on our ability to process, record and monitor a large number of complex transactions and data.data efficiently and accurately. If our internal information technology systems fail, we may be unable to conduct business for a period of time, which may impact our financial results if that interruption is sustained. In addition, our reputation with our customers or business partners may suffer, which could have a further, long-term impact on our financial results.


Our reliance on third parties to provide key components of our business infrastructure could cause operational losses or business interruptions.

    We rely on third-party service providers to leverage subject matter expertise and industry best practices, provide enhanced products and services, and reduce costs. Although there are benefits in entering into third-party relationships with vendors and others, there are risks associated with such activities. The risks associated with the vendor activity are not passed to the third-party but remain our responsibility. Our Vendor Management department provides oversight related to the overall risk management process associated with third-party relationships. Management is accountable for the review and evaluation of all new and existing third-party relationships and is responsible for ensuring that adequate controls are in place to protect us and our customers from the risks associated with vendor relationships.

    Increased risk could occur based on poor planning, oversight, control, and inferior performance or service on the part of the third-party and may result in legal costs, regulatory fines or loss of business. While we have implemented a vendor management program to actively manage the risks associated with the use of third-party service providers, any problems caused by third-party service providers could result in regulatory noncompliance, adversely affect our ability to deliver products and services to our customers, and to conduct our business. Replacing a third-party service provider could also take a long period of time and result in increased costs.

Because we conduct part of our business over the Internetinternet and outsource a significant number of our critical functions to third parties, our operations depend on our third-party service providers to maintain and operate their own technology systems. To the extent these third parties’ systems fail, despite our monitoring and contingency plans, we may be unable to conduct business or provide certain services, and we may face financial and reputational losses as a result.


We face operational risks due to the high volume and the high dollar value of transactions we process.

    We rely on the ability of our employees and systems to process a wide variety of transactions. Many of the transactions we process may be of high dollar value, such as those related to mortgage lending and warehouse advances. In 2020, we originated a total of $48 billion in residential mortgage loans and processed $115 billion of warehouse lending advances. We face operational risk from, but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions, errors relating to transaction processing and technology, breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks, technology failures, system failures, vendor failures, unforeseen problems related to system implementations or upgrades, business continuation and disaster recovery issues, and other external events. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. The occurrence of any of these events could result in a financial loss, regulatory action or damage to our reputation.

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We may lose market share to our competitors if we are not able to respond to technological change and introduce new products and services.
    Financial products and services have become increasingly dependent on technology. We may not be able to respond to technological innovations as quickly as our competitors do. Certain of our competitors are making significantly greater investments and allocating significantly more in financial resources toward technological innovations and digital offerings than we historically have. Our ability to meet the needs of our customers and introduce competitive products in a cost-efficient manner depends on our responsiveness to technological advances, investment in new technology as it becomes available, and obtaining and maintaining related essential personnel. Furthermore, the introduction of new technologies and products by financial technology companies and platforms may adversely affect our ability to maintain our customer base, obtain new customers or successfully grow our business. The failure to respond to the product demands of our customers, due to cost, proficiency, or otherwise could have a materially adverse impact on our business and, therefore, on our financial condition and results of operations.

We collect, store and transfer our customers’ and employees' personally identifiable information and other sensitive information. Any cybersecurity attack or other compromise to the security of that information, our computer systems or networks, or the systems or networks of third-party providers upon which we rely, could adversely impact our business and financial condition.


Cybersecurity related attacks are attempted on an ongoing basis which pose a risk of data breaches relative to the processing of consumer transactions that contain customers’ personally identifiable information.    As a part of conducting our business, we receive, transmit and store a large volume of personally identifiable information and other usersensitive data either on our network, or in the cloud.cloud, or on third party networks and systems. We, and our third-party providers, have been in the past and may in the future be subject to cybersecurity attacks. We, and our third-party providers, are regularly the subject of attempted attacks and the ability of the attackers continues to grow in sophistication. Further, we may not know that an attack occurred until well after the event. Even after discovering an attempt or breach occurred, we may not know the extent of the impact of the attack for some period of time. Such attacks may interrupt our business or compromise the sensitive data of our customers and employees. There can be no assurance that a cybersecurity incident will not have a material impact on our business in the future.


Cybersecurity risks for banking institutions have increased significantly in recent years due to opportunistic threats related to COVID-19, supply chain attacks, foreign actors, new technologies, the reliance on technology to conduct financial transactions and the increased sophistication of organized crime and hackers. A cybersecurity attack, or information security breach, phishing or other social engineering incident could adversely impact our ability to conduct business due to the potential costs for remediation, protection and litigation andas well as reputational damage with customers, business partners and investors.
There are myriad federal, state, local and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and usersensitive data. We have policies, processes, and processessystems in place that are intended to meet the requirements of those laws, including security systems to prevent unauthorized access to that information.access. Nevertheless, those processes and systems may be inadequate. Also, to the extentsince we rely upon vendors or other third parties to handle some personally identifiable data on our behalf, we may be responsible if such data is compromised or subject to a cybersecurity attack while in the custody and control of those vendors or third parties.

    The COVID-19 pandemic has resulted in the Bank instituting a work-from-home policy for all staff that are able to work remotely, exposing us to increased cybersecurity risk. Increased levels of remote access may create additional opportunities for cyber criminals to exploit vulnerabilities. We have observed an increase in attempted malicious activity from third parties directed at the Bank and employees may be more susceptible to phishing and social engineering attempts due to increased stress caused by the crisis and from balancing family as well as work responsibilities at home, such as attempts to obtain personally identifiable information. Cybercriminals may be opportunistic about fears about COVID-19 and the higher number of people accessing the network remotely by including malware in emails that appear to include documents providing legitimate information for protecting oneself from COVID-19. The Bank may also be exposed to this risk if the operations of any of its vendors that provide critical services to the Bank are adversely impacted by cyberattacks. Furthermore, with the increased use of virtual private network (“VPN”) servers, there is a risk of security misconfiguration in VPNs resulting in exposing sensitive information on the internet. A significant and sustained malware or other cybersecurity attack targeted at the Bank or any of its vendors that provide critical services to the Bank could have a materially adverse impact on our financial condition and our ability to conduct our overall operations.

Privacy laws are continually evolving and many state and local jurisdictions have laws that differ from federal law or privacy policies, furtherand some of those policies or laws may conflict. For example, California’s Consumer Privacy Act, which went into effect in January 2020, provides consumers with the right to know what personal data is being collected, know whether their personal data is sold or disclosed and to whom, and opt out of the sale of their personal data, among other rights.If we, or
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a third-party provider upon which we rely, fail to comply with applicable privacy policies or federal, state, local or international laws and regulations or experience any compromise of security that results in the unauthorized release of personally identifiable information or other usersensitive data, those events could damage the reputation of our business and discourage potential users from utilizing our products and services. In addition, weinsurance may have to bearnot cover the cost of mitigating identity theft concerns or responding to and mitigating a cybersecurity incident, and we may be subject to fines or legal proceedings by governmental agencies or consumers. Any of these events could adversely affect our business and financial condition.



COVID-19 has exposed our customers and employees to health risks that has caused changes in our workplace, place of business and how our customers behave. As we have and continue to return to in-person activities we may be exposed to additional risks that could have a materially adverse impact on our operations and financial condition.


The Bank has instituted a work-from-home policy for all staff that are able to work remotely until the risks related to the pandemic sufficiently abate. Working remotely creates new challenges and the pace of change required to address government programs and forbearance increases the risk of internal control failure. In addition, consumers affected by the changed economic and market conditions as a result of a pandemic may continue to demonstrate changed behavior even after the crisis is over, including decreases in discretionary spending on a permanent or long-term basis. Almost all of our branch lobbies have re-opened, but at times we may have to limit these branches to drive through service only or temporarily close them to customers due to the health crisis. We have enhanced our cleaning protocols, installed plexiglass shields, and we require our employees to wear masks. This change in business could also result in changes in consumer behavior for which we may not be prepared.

In addition to branch lobbies reopening, with the distribution of the vaccine underway, the Bank is continuously assessing its return to work plan. As employees return to work and business is conducted in-person with customers, employees and customers could be exposed to COVID-19. Although the Bank has taken precautionary measures against the spread of COVID-19 to keep our employees and customers safe, the actions we have taken may not be adequate and may expose us to additional liability.

We may be terminated as a servicer or subservicer or incur costs, liabilities, fines and other sanctions if we fail to satisfy our servicing obligations, including our obligations with respect to mortgage loan foreclosure actions.


We    Servicing revenue makes up approximately 12 percent of our total revenue and contributed approximately $7 billion in average custodial deposits during 2020. At December 31, 2020, we had relationships with six owners of MSRs, excluding ourselves, for which we act as subservicer for the mortgage loans they own. Due to the limited number of relationships, discontinuation of existing agreements with those third parties or adverse changes in contractual terms could have a significant negative impact to our mortgage servicing revenue. The terms and conditions in which a master servicer may terminate subservicing contracts are broad and could be exercised at the discretion of the master servicer without requiring cause. Additionally, the master servicer directs the oversight of custodial deposits associated with serviced loans and, to the extent allowable, could choose to transfer the oversight of the Bank's custodial deposits to another depository institution. Further, as servicer or subservicer for mortgage loans owned by third parties, which is approximately 9 percent of our revenue and results in approximately $1.5 billion of our average company controlled deposits. In such capacities for those loans, we have certain contractual obligations, including foreclosing on defaulted mortgage loans or, to the extent applicable, considering alternatives to foreclosure. If we commit a material breach of our obligations as servicer, we may be subject to termination if the breach is not cured within a specified period of time following notice, causing us to lose servicing income.


We may be required to repurchase mortgage loans, pay fees or indemnify buyers against losses.

    When mortgage loans are sold by us, we make customary representations and warranties to purchasers, guarantors and insurers, including the Agencies, about the mortgage loans and the manner in which they were originated. Whole loan sale agreements may require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower or we may be required to pay fees. We may also be subject to litigation relating to these representations and warranties which may result in significant costs. With respect to loans that are originated through our broker or correspondent channels, the remedies we have available against the originating broker or correspondent, if any, may not be as broad as the remedies available to purchasers, guarantors and insurers of mortgage loans against us. We also face further risk that the originating broker or correspondent, if any, may not have the financial capacity to perform remedies that otherwise may be available. Therefore, if a purchaser, guarantor or insurer enforces its remedies against us, we may not be able to recover losses from the originating broker or correspondent. If repurchase and indemnity demands increase and such demands are valid claims, our liquidity, results of operations and financial condition may also be adversely affected.

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For certain investors and/or certain transactions, we may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit or other losses incurred on the loan as a remedy for servicing errors with respect to the loan. If we have increased repurchase obligations because of claims for which we did not satisfy our obligations, or increased loss severity on such repurchases, we may have a significant reduction to noninterest income or an increase to noninterest expense. We may incur significant costs if we are required to, or if we elect to, re-execute or re-file documents or take other action in our capacity as a servicer in connection with pending or completed foreclosures. We may incur litigation costs if the validity of a foreclosure action is challenged by a borrower. If a court were to overturn a foreclosure becauseAny of errorsthese actions may harm our reputation or deficiencies in the foreclosure process, we may have liability to the borrower and/or to any title insurer of the property sold in foreclosure if the required process was not followed. These costsnegatively affect our servicing business and, liabilities may not be legally or otherwise reimbursable to us.

We may be required to repurchase mortgage loans, pay fees or indemnify buyers against losses in some circumstances, which could harm liquidity, results of operations and financial condition.

When mortgage loans are sold by us, we make customary representations and warranties to purchasers, guarantors and insurers, including the Agencies, about the mortgage loans, and the manner in which they were originated. We have made, and will continue to make, such representations and warranties in connection with the sale of loans. Whole loan sale agreements require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result, of early payment default of the borrower or we may be required to pay fees. We also are subject to litigation relating to these representations and warranties and the costs of such litigation may be significant. With respect to loans that are originated through our broker or correspondent channels, the remedies we have available against the originating broker or correspondent, if any, may not be as broad as the remedies available to purchasers, guarantors and insurers of mortgage loans against us. We also face further risk that the originating broker or correspondent, if any, may not have the financial capacity to perform remedies that otherwise may be available. Therefore, if a purchaser, guarantor or insurer enforces its remedies against us, we may not be able to recover losses from the originating broker or correspondent. If repurchase and indemnity demands increase and such demands are valid claims, the liquidity, results of operations and financial condition may also be adversely affected.profitability.


Our representation and warranty reserve, which is based on an estimate of probable future losses, was $15$7 million at December 31, 2017. This2020. The pipeline represents the UPB for loans the Agencies identified as potentially needing to be repurchased, and the estimated probable loss associated with these loans is included in the reserve.While we believe the level of the reserve to be appropriate, the reserve may not be adequate to cover losses for loans that we have sold or securitized into the secondary marketfor which we may be subsequently required to repurchase, pay fines or fees, or indemnify purchasers and insurers because of violations of customary representations and warranties. The repurchase demandAdditionally, the pipeline was $3 million UPB at December 31, 2017.

could increase substantially without warning. Our regulators, as part of their supervisory function, periodicallymay review our representation and warranty reserve for losses. Our regulators may recommend or require us to increase our reserve, based onupon their judgment, which may differ from that of our management. Any increase in our loan losses could have an adverse effect on our earnings and financial condition.Management.


We utilize third partythird-party mortgage originators which subjects us to strategic, reputation, compliance, and operational risk.


In 2017,2020, approximately 9070 percent of our residential first mortgage volume depended upon the use of third partythird-party mortgage originators, i.e. mortgage brokers and correspondent lenders, who are not our employees. These third parties originate mortgages andor provide services to many different banks and other entities. Accordingly, they may have relationships with, or loyalties to, such banks and other parties that are different from those they have with or to us. Failure to maintain good relations with such third partythird-party mortgage originators could have a negative impact on our market share which would negatively impact our results of operations.




We rely on third partythird-party mortgage originators to originate and document the mortgage loans we purchase or originate. While we perform due diligence on the mortgage companies with whom we do business andas well as review the loan files and loan documents we purchase to attempt to detect any irregularities or legal noncompliance, we have less control over these originators than employees of the Bank.


Due to regulatory scrutiny, our third partythird-party mortgage originators could choose or be required to either reduce the scope of their business or exit the mortgage origination business altogether. The TILA-RESPA Integrated Disclosure Rule issued by the CFPB establishes comprehensive mortgage disclosure requirements for lenders and settlement agents in connection with most closed-end consumer credit transactions secured by real property. The rule requires certain disclosures to be provided to consumers in connection with applying for and closing on a mortgage loan. The rule also mandates the use of specific disclosure forms, timing of communicating information to borrowers, and certain record keeping requirements. The ongoing administrative burden and the system requirements associated with complying with these rules or potential changes to these rules could impact our mortgage volume and an increase in costs. In addition, these arrangements with third partythird-party mortgage originators and the fees payable by us to such third parties could be subject to regulatory scrutiny and restrictions in the future.


The Equal Credit Opportunity Act and the Fair Housing Act prohibit discriminatory lending practices by lenders, including financial institutions. These regulations apply to lending operations which deal directly with consumer lending. Mortgage and consumer lending practices raise compliance risks resulting from the detailed and complex nature of mortgage and consumer lending laws and regulations imposed by federal regulatory agencies, andRegulatory Agencies as well as the relatively independent and diverse operating channels in which loans are originated. As we originate loans through various channels, we, and our third partythird-party mortgage originators, are especially impacted by these laws and regulations and are required to implement appropriate policies and procedures to help ensure compliance with fair lending laws and regulations and to avoid lending practices that result in the disparate treatment of, or disparate impact to, borrowers across our various locations under multiple channels. Failure to comply with these laws and regulations, by us, or our third partythird-party mortgage originators, could result in the Bank being liable for damages to individual borrowers or other imposed penalties.


General Risk FactorsNew lines of business, products, or services may subject us to unknown risks.


MP Thrift, an entity managedFrom time to time, we may seek to implement new lines of business or offer new products and controlled by MatlinPatterson, owns 62.1 percentservices within existing lines of business. There may be substantial risks and uncertainties associated with these efforts particularly in instances where the markets are not fully developed or where there is a conflict between state and federal law. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the
21


introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible, which could result in a materially negative effect on our common stock and has significant influence overoperating results. New lines of business and/or new products or services also could subject us including control over decisions that require the approval of stockholders, whetherto additional or not such decisions are in the best interests of other stockholders.

MP Thrift owns a substantial majority of our outstanding common stock and as a result, has control over our decisions to enter into any corporate transaction and also the ability to prevent any transaction that requires the approval of our board of directors or the stockholders regardless of whether or not other members of our board of directors or stockholders believe that any such transactions are in their own best interests. So long as MP Thrift continues to hold a majority of our outstanding common stock, it will have the ability to control the vote in any election of directors and other matters being voted on, and continue to exert significant influence over us. Furthermore, MP Thrift may have interests that could diverge from the interests of other stockholders, and may use its control to make decisions that adversely affect the interest of other common stockholders and other holders of our debt or other equity instruments.

We are subject to variousconflicting legal or regulatory investigations and proceedings.

At any given time, we are involved with a number of legal and regulatory investigations and proceedings as a part of the routine reviews conductedrequirements, increased scrutiny by our regulators and other parties which may involve consumer protection, employment, tort, and numerous other laws and regulations. Proceedings or actions brought against us may result in judgments, settlements, fines, injunctions, business improvement orders, consent orders, supervisory agreements, restrictions on our business activities or other results adverse to us, which could materially and negatively affect our business. If such claims and other matters are not resolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect the market perception of us and our products and services, as well as impact customer demand for those products and services. Some of the laws and regulations to which we are subject may provide a private right of action that a consumer or class of consumers may pursue to enforce these laws and regulations. We have been, and may be in the future, subject to stockholder derivative actions, which could seek significant damages or other relief. Any financial liability or reputational damage could have a material adverse effect on our business, which, in turn, could have a material adverse effect on our financial condition and results of operations. Claims asserted against us can be highly complicated and slow to develop, making the outcome of such proceedings difficult to predict or estimate early in the process. As a participant in the financial services industry, it is likely that we will be exposed to a high level of litigation and regulatory scrutiny and investigations relating to our business and operations.legal risks.




Although we establish accruals for legal proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, we do not have accruals for all legal proceedings where we face a risk of loss. Due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal and regulatory proceedings, amounts accrued may not represent the ultimate loss to us from the legal and regulatory proceedings in question. As a result, our ultimate losses may be significantly higher than the amounts accrued for legal loss contingencies. For further information, see Note 21 - Legal Proceedings, Contingencies and Commitments.

Our assessment of the accounting impact of tax reform is subject to further clarification and guidance yet to be issued.

The Tax Cuts and Jobs Act was enacted into law on December 22, 2017 and as of December 31, 2017, we calculated its accounting impact based on the new legislation as written. Upon completion of our 2017 U.S. income tax return in 2018, we may identify additional remeasurement adjustments to our recorded deferred tax assets as further clarification and guidance is issued. We will continue to assess our provision for income taxes and deferred tax assets with new guidance but do not currently anticipate that significant revisions or adjustments will be necessary. Any required revisions will be made within the measurement period, defined by Staff Accounting Bulletin No. 118 as within one year of the enactment date.

Loss of certain personnel, including key members of the Corporation's management team, could adversely affect the Corporation.

We are and will continue to be dependent upon our management team and other key personnel. Losing the services of one or more key members of our management team or other key personnel could adversely affect our operations.

In addition, we are subject to regulations that allow us to make severance payments only in limited circumstances. Our named executive officers may be entitled to certain severance and change in control benefits. Although we follow certain leading practices with respect to executive compensation including eliminating supplemental executive retirement plans (SERPs) or other nonqualified plans for executives and avoiding severance payments for "cause" terminations or voluntary resignations, we may be subject to certain legal or regulatory risks associated with previous employment agreements or retirement plans which could impact our liabilities related to these matters and results of operations.

Other Risk Factors


The above descriptionWe are subject to various legal or regulatory investigations and proceedings.

    At any given time, we are involved with a number of risk factors islegal and regulatory examinations as a part of the routine reviews conducted by regulators and other parties, which may involve consumer protection, employment, tort, and numerous other laws and regulations. Proceedings or actions brought against us may result in judgments, settlements, fines, penalties, injunctions, business improvement orders, consent orders, supervisory agreements, restrictions on our business activities, or other results adverse to us, which could materially and negatively affect our business. If such claims and other matters are not exhaustive. Other risk factors are described elsewhere hereinresolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect the market perception of us and our products and services as well as impact customer demand for those products and services. Some of the laws and regulations to which we are subject may provide a private right of action that a consumer or class of consumers may pursue to enforce these laws and regulations. We have been, and may be in the future, subject to stockholder class and derivative actions, which could seek significant damages or other reportsrelief. Any financial liability or reputational damage could have a materially adverse effect on our business, which could have a materially adverse effect on our financial condition and documentsresults of operations. Claims asserted against us can be highly complicated and slow to develop, making the outcome of such proceedings difficult to predict or estimate early in the process. As a participant in the financial services industry, it is likely that we file withwill be exposed to a high level of litigation and regulatory scrutiny relating to our business and operations.

    Although we establish accruals for legal or furnishregulatory proceedings when information related to the SEC. Other factorsloss contingencies represented by those matters indicates both that could also cause resultsa loss is probable and that the amount of loss can be reasonably estimated, we do not have accruals for all legal or regulatory proceedings where we face a risk of loss. Due to differ from our expectationsthe inherent subjectivity of the assessments and unpredictability of the outcome of legal and regulatory proceedings, amounts accrued may not represent the ultimate loss to us from the legal and regulatory proceedings in question. As a result, our ultimate losses may be described hereinsignificantly higher than the amounts accrued for legal loss contingencies.

For further information, see Note 19 - Legal Proceedings, Contingencies and Commitments.

We may be required to pay interest on escrow in accordance with certain state laws despite the Federal preemption under the National Bank Act
    In 2018, the Ninth Circuit Federal Court of Appeals held that California state law requiring mortgage servicers to pay interest on certain mortgage escrow accounts was not, as a matter of law, preempted by the National Bank Act (Lusnak v. Bank of America). This ruling goes against the position that regulators, national banks, and other federally-chartered financial institutions have taken regarding the preemption of state-law mortgage escrow interest requirements. The opinion issued by the Ninth Circuit Federal Court of Appeals is legal precedent only in certain parts of the western United States. We are defending similar litigation in California Federal Court, arguing that the Lusnak case was wrongly decided; we believe our situation can be distinguished from Lusnak as a matter of law and California’s interest on escrow law should be preempted as a matter of fact. If the Ninth Circuit’s holding is more broadly adopted by other Federal Circuits, including those covering states that currently have enacted, or in any such reportthe future may enact, statutes requiring the payment of interest on escrow balances or document. Eachif we would be required to retroactively credit interest on escrow funds, the Company’s earnings could be adversely affected.

Loss of these factorscertain personnel, including key members of the Corporation's management team, could by itself, or together withadversely affect the Corporation.

    We are, and will continue to be, dependent upon our management team and other key personnel. Losing the services of one or more key members of our management team or other factors,key personnel could adversely affect our business, resultsoperations. In addition, COVID-19 increases the risk that certain senior executive officers or a member of operations and/the Board of Directors could become ill, causing them to be incapacitated or financial condition.otherwise unable to perform their duties for an extended absence. Furthermore, because of the nature of the disease, multiple people working in close proximity could also become ill, potentially resulting in the same department having extended absences simultaneously; a scenario which could negatively impact the efficiency and effectiveness of processes and internal controls throughout the Bank.


22


ITEM 1B. UNRESOLVED STAFF COMMENTS


None.


ITEM 2. PROPERTIES


Flagstar's headquarters is located in Troy, Michigan at 5151 Corporate Drive. We operateDrive, and we have a regional operations office in Jackson, Michigan. We own both the headquarters and regional operations office. The square footage of headquarters and regional operations office buildings. Atare 373,213 and 55,500, respectively.

As of December 31, 2017,2020, we operated 99158 bank branches in Michigan, of which 75 were owned and 24 were leased. Our Michigan branches consist of 88 free-standing office buildings, one in-store banking center and 10 branches in buildings in which there are other tenants.the following states:
OwnedLeasedTotalFree-Standing Office BuildingIn-Store Banking CenterBuildings with Other TenantsTotal
Michigan87 27 114 90 22 114 
Indiana27 32 31 — 32 
California— — — 
Wisconsin— — — 
Ohio— — — 
Total126 32 158 133 23 158 

    We also have 89141 retail mortgage locations, that are primarily leased, as well as 4 wholesale lending offices and 510 commercial lending offices located in 29throughout 28 states. These locations are primarily leased.


ITEM 3. LEGAL PROCEEDINGS


From time to time, the Company is party to legal proceedings incident to its business. For further information, see    See Legal Proceedings in Note 2119 - Legal Proceedings, Contingencies and Commitments.Commitments to the Consolidated Financial Statements, which is incorporated herein by reference.


ITEM 4. MINE SAFETY DISCLOSURES
    
Not applicable.

23



PART II
ITEM 5.MARKET FOR THE REGISTRANT’S COMMON EQUITY, AND RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES


Our common stock trades on the NYSE under the trading symbol FBC."FBC". At December 31, 2017,2020, there were 57,321,22852,656,067 shares of our common stock outstanding held by 20,62720,107 stockholders of record. The following table shows

Dividends

    On January 20, 2021, the high and low sale prices for ourCompany announced that its Board increased the quarterly common stock during each calendar quarter during 2017 and 2016.
Quarter EndingHighest Sale Price Lowest Sale Price
December 31, 2017$38.48
 $34.82
September 30, 201735.48
 29.89
June 30, 201731.36
 27.59
March 31, 201729.10
 25.42
December 31, 2016$29.08
 $26.35
September 30, 201628.09
 24.40
June 30, 201624.47
 20.68
March 31, 201623.13
 17.49

Dividends

We have notdividend from $0.05 to $0.06, effective with the dividend to be paid March 16, 2021. The Company's dividends on our common stock since the fourth quarter 2007. The amount and nature of any dividends declared on our common stock in the future will be determined by our board of directors. We are generally prohibited from making any dividend payments on stock except pursuantsubject to the prior non-objection of the Federal Reserve as set forth in the Supervisory Agreement. For additional information regarding dividends, see MD&A - Liquidity Risk and MD&A - Capital.Board's approval on a quarterly basis.


Sale of Unregistered Securities


WeThe Company made no unregistered sales of ourits equity securities during the fiscal yearquarter ended December 31, 2017.2020.


Issuer Purchases of Equity Securities


WeThe following table provides information with respect to all purchases of common stock made by or on behalf of the Company during the fiscal quarter ended December 31, 2020.

PeriodTotal Number of Shares PurchasedAverage Price per ShareTotal Number of Shares Purchased as Part of Publicly Announced Plan (1)Maximum Number of Shares that May Yet be Purchased Under the Plan
October 1, 2020 to October 31, 20204,587,647 $32.6965 4,587,647 — 
November 1, 2020 to November 30, 2020— — — — 
December 1, 2020 to December 31, 2020— — — — 
(1) On October 28, 2020, the Company purchased 4,587,647 shares of common stock owned by MP Thrift at a purchase price per share of $32.6965 ($150 million total) which is based on the volume-weighted average price of the Company's common stock for the three trading days up to and including October 22, 2020.

The Company made no purchases of equityunregistered securities during the fiscal yearquarter ended December 31, 2017.2020.


Equity Compensation Plan Information


For information with respect to securities to be issued under our equity compensation plans, see Part III, Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of which certain information is hereby incorporated by reference.


24



Performance Graph


CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDICES
DECEMBER 31, 20122015 THROUGH DECEMBER 31, 20172020
fbc-20201231_g2.jpg
Flagstar BancorpNasdaq FinancialNasdaq BankS&P Small Cap 600Russell 2000
12/31/2015100100100100100
12/31/2016117123135125119
12/31/2017162139140139135
12/31/2018114125115126119
12/31/2019166157139152147
12/31/2020176159124167174
25
 Flagstar Bancorp Nasdaq Financial Nasdaq Bank S&P Small Cap 600 Russell 2000
December 31, 2012100 100 100 100 100
December 31, 2013101 138 139 140 137
December 31, 201481 142 143 146 142
December 31, 2015119 146 152 141 134
December 31, 2016139 180 206 176 160
December 31, 2017193 203 213 196 181





ITEM 6. SELECTED FINANCIAL DATA

Not applicable.


26
 For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (In millions, except share data and percentages)
Summary of Consolidated Statements of Operations         
Net interest income$390
 $323
 $287
 $247
 $186
Provision (benefit) for loan losses6
 (8) (19) 132
 70
Noninterest income470
 487
 470
 372
 653
Noninterest expense643
 560
 536
 590
 918
Provision (benefit) for income taxes148
 87
 82
 (34) (416)
Net income (loss)63
 171
 158
 (69) 267
Preferred stock dividends/accretion
 
 
 (1) (6)
Net income (loss) from continuing operations$63
 $171
 $158
 $(70) $261
Income (loss) per share:       
Basic$1.11
 $2.71
 $2.27
 $(1.72) $4.40
Diluted$1.09
 $2.66
 $2.24
 $(1.72) $4.37
Weighted average shares outstanding:         
Basic57,093,868
 56,569,307
 56,426,977
 56,246,528
 56,063,282
Diluted58,178,343
 57,597,667
 57,164,523
 56,246,528
 56,518,181



 December 31,
 2017 2016 2015 2014 2013
 (In millions, except per share data and percentages)
Summary of Consolidated Statements of Financial Condition         
Total assets$16,912
 $14,053
 $13,715
 $9,840
 $9,407
Loans receivable, net12,165
 9,465
 9,226
 6,523
 6,637
Total deposits8,934
 8,800
 7,935
 7,069
 6,140
Total short-term and long-term Federal Home Loan Bank advances5,665
 2,980
 3,541
 514
 988
Long-term debt494
 493
 247
 331
 353
Stockholders' equity (1)
1,399
 1,336
 1,529
 1,373
 1,426
Book value per common share24.40
 23.50
 22.33
 19.64
 20.66
Tangible book value per share24.04
 23.50
 22.33
 19.64
 20.66
Number of common shares outstanding57,321,228
 56,824,802
 56,483,258
 56,332,307
 56,138,074
(1)Includes preferred stock totaling $0 million, $0 million, $267 million, $267 million, and $266 million for the years ended December 31, 2017, 2016, 2015, 2014 and 2013, respectively.




 At or For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (In millions, except share data and percentages)
Average Balances:         
Average interest-earning assets$14,130
 $12,164
 $10,436
 $8,440
 $10,882
Average interest paying liabilities11,848
 9,757
 8,305
 6,780
 9,338
Average stockholders’ equity1,433
 1,464
 1,486
 1,406
 1,239
Selected Ratios:         
Interest rate spread2.56% 2.45% 2.58% 2.80 % 1.50%
Net interest margin2.75% 2.64% 2.74% 2.91 % 1.72%
Return (loss) on average assets0.40% 1.23% 1.32% (0.71)% 2.08%
Return (loss) on average equity4.41% 11.69% 10.63% (4.97)% 21.09%
Return (loss) on average common equity4.4% 13.0% 10.5% (6.1)% 26.8%
Equity-to-assets ratio8.27% 9.50% 11.14% 13.95 % 15.16%
Common equity-to-assets ratio8.27% 9.50% 9.20% 11.24 % 12.33%
Equity/assets ratio (average for the period)9.05% 10.52% 12.43% 14.22 % 9.87%
Efficiency ratio74.8% 69.2% 70.9% 95.4 % 109.4%
Bancorp Tier 1 leverage (to adjusted avg. total assets) (1)(2)
8.51% 8.88% 11.51% N/A
 N/A
Bank Tier 1 leverage (to adjusted avg. total assets)9.04% 10.52% 11.79% 12.43 % 13.97%
Effective tax provision rate (3)
70.1% 33.7% 34.2% 32.9 % 29.7%
Selected Statistics:         
Mortgage rate lock commitments (fallout-adjusted) (4)
$32,527
 $29,372
 $25,511
 $24,007
 $31,590
Mortgage loans sold and securitized$32,493
 $32,033
 $26,307
 $24,407
 $39,075
Number of banking centers99
 99
 99
 107
 111
Number of FTE employees3,525
 2,886
 2,713
 2,739
 3,253
(1)
Applicable to Bancorp for the years ended December 31, 2017, 2016, and 2015.
(2)Basel III transitional.
(3)The year ended December 31, 2017 includes an $80 million one-time, non-cash charge to the provision for income taxes resulting from the revaluation of the Company's net deferred tax asset (DTA) at a lower statutory rate as a result of the Tax Cuts and Jobs Act.
(4)Fallout adjusted refers to mortgage rate lock commitments which are adjusted by a percentage of mortgage loans in the pipeline that are not expected to close based on previous historical experience and the level of interest rates.








ITEM 7.MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Operating Segments

27




The following is an analysisManagement's Discussion and Analysis of ourthe financial condition and results of operations.operations of Flagstar Bancorp, Inc. for the year ended December 31, 2020. This should be read in conjunction with our Consolidated Financial Statements and related notes filed with this report in Part II, Item 8. Financial Statements and Supplementary Data.

Overview


We arehave omitted discussion of 2018 results where it would be redundant to the discussion previously included in Part II, Item 7 of our 2019 Annual Report on Form 10-K.

Results of Operations

The following table summarizes our results of operations for the periods indicated:
For the Years Ended December 31,
 20202019Change
2020 vs. 2019
(Dollars in millions except share data)
Net interest income$685 $562 $123 
Provision for loan losses149 18 131 
Total noninterest income1,325 610 715 
Total noninterest expense1,157 888 269 
Provision for income taxes166 48 118 
Net income$538 $218 $320 
Adjusted net income (1)$538 $199 $339 
Income per share:
Basic$9.59 $3.85 $5.74 
Diluted$9.52 $3.80 $5.72 
Adjusted diluted (1)$9.52 $3.46 $6.06 
Weighted average shares outstanding:
Basic56,094,542 56,584,238 (489,696)
Diluted56,505,813 57,238,978 (733,165)
(1) For further information, see Use of Non-GAAP Financial Measures.

The following table summarizes certain selected ratios and statistics for the periods indicated:
For the Years Ended December 31,
20202019Change
2020 vs. 2019
Selected Ratios:
Interest rate spread (1)2.40 %2.52 %(0.12)%
Net interest margin2.80 %3.05 %(0.25)%
Return on average assets2.00 %1.05 %0.95 %
Adjusted return on average assets (2)2.00 %0.96 %1.04 %
Return on average common equity26.21 %12.84 %13.37 %
Return on average tangible common equity (2)29.00 %15.15 %13.85 %
Adjusted return on average tangible common equity (2)29.00 %13.87 %15.13 %
Common equity-to-assets ratio7.09 %7.68 %(0.59)%
Common equity-to-assets ratio (average for the period)7.63 %8.20 %(0.57)%
Efficiency ratio57.6 %75.8 %(18.20)%
Selected Statistics:
Book value per common share41.79 31.57 10.22 
Tangible book value per share (2)38.80 28.57 10.23 
Number of common shares outstanding52,656,067 56,631,236 (3,975,169)
(1)Interest rate spread is the difference between the yield earned on average interest-earning assets for the period and the rate of interest paid on average interest-bearing liabilities.
(2) See Use of Non-GAAP Financial Measures for further information.

28


The year 2020 was an unprecedented year in our history. In March 2020, the COVID-19 outbreak in the United States was declared a leading savingsnational emergency. In response to COVID-19, government programs were enacted to delay contractual payments and provide monetary assistance. At the same time, the Federal Reserve reduced the Federal Funds Rate to zero percent and provided liquidity to the market through rapidly executed quantitative easing. These actions drove mortgage rates to historic lows which resulted in the overall mortgage market expanding to $4.0 trillion for the year ended December 31, 2020, an estimated 76 percent increase compared to the prior year. As a result, industry capacity was constrained versus demand which caused margins to rise and our financial results to significantly improve. Additionally, some of our consumer borrowers were experiencing economic hardship and some of our commercial borrowers had their business activities severely curtailed. To alleviate pressure on our borrowers, we granted payment deferrals or loan holding company foundedforbearance when requested reaching peak levels of [X] that were previously disclosed in 1993. Our business is primarily conducted through[X]. Furthermore, in response to the health crisis, our principal subsidiary, the Bank, a federally chartered stock savings bank founded in 1987. We provide a range of commercial, smallworkforce shifted to work from home. These overarching conditions significantly impacted our business and consumer banking services and we are the 5th largest mortgage originator inexplanations throughout the nation. We distinguish ourselves by crafting specialized solutions for our customers, local delivery, high quality customer service and competitive product pricing. For additional details and information on each of our lines of business, see MD&A - Operating Segments and Note 23 - Segment Information.&A.

Executive Overview


The year ended 2017December 31, 2020 resulted in net income of $63$538 million, or $1.09$9.52 per diluted share. These results compare to 2019 net income of $218 million, or $3.80 per diluted share, and adjusted net income of $143$199 million, or $2.47$3.46 per diluted share, after adjusting for a non-cash chargewhen excluding the $25 million DOJ Liability fair value adjustment in the second quarter of $80 million, or $1.37 per diluted share2019. All three of our operating segments reported an improvement in net income in 2020.

    On an adjusted basis, 2020 annual net income grew 171 percent due largely to increased mortgage revenues as compared to the revaluationprior year. Net gain on sales increased $636 million as a result of a $19.6 billion increase in FOAL along with an 81 percent increase in margin which was supported by our net deferred tax asset under the new Tax Cuts and Jobs Act. The durability of our earnings was proven in 2017 as the continued growth of our community bank and mortgage servicing businesses,focus on price discipline, combined with the strength ofefforts to optimize profitability.

We grew our mortgage origination business, produced more predictable and consistent results. The transformation of the community bank into a strong commercial bank and our 2017 strategic mortgage acquisitions provide more levers to respond to market opportunities and maximize earnings.

The community bank added $1 billion of commercial real estate and commercial and industrial loans to the balance sheet. These higher yielding loans helped drive net interest income up 21$123 million, or 22 percent or $67 million for the full year 2017 compared to the fullprior year 2016. Totaldriven by growth in average interest-earning assets of $6.0 billion, or 32 percent, despite margin compression caused by interest rate cuts, which occurred in late 2019 and in March 2020. Asset growth was led by our warehouse lending portfolio, which increased $2.6 billion, or 122 percent, and growth in our loans held-for-sale portfolio of $1.6 billion, or 40 percent. This loan growth was benefited from the robust mortgage market during 2020 and was supported by a $3.8 billion increase in average total deposits, driven by higher custodial deposits and growth in retail deposits as customer balances grew due to changes in customer behavior brought on by COVID-19.

We subserviced 1.1 million accounts as of December 31, 2020, flat to prior year, despite the high levels of refinance activity. The servicing business continues to generate custodial deposits which are used as a low-cost funding source to support loan growth. Custodial deposits increased 2 percent to $8.9 billion and costs remained well managed in a rising interest rate environment. In addition, the pending acquisition of eight branches of Desert Community Bank, expected to close in the first quarter of 2018, will provide approximately $600 million in low cost deposits to fund loan growth and expand our banking footprint.

Mortgage originations totaled $34 billion, representing a 6 percent increase in closings, despite a softer origination market in 2017. Additionally, fallout adjusted locks increased 11 percent or $3 billion during the year. The two mortgage acquisitions occurring in 2017 strengthened our delegated correspondent and distributed retail channels, providing us more flexibility in responding to challenges in the mortgage market. Our two jumbo mortgage securitizations demonstrate our capability to execute mortgage loan sales through another market mechanism which will continue to allow us to respond more dynamically to market opportunities.

Our mortgage servicing business continued to gain scale and ended the year servicing over 442,000 accounts. During 2017, we had over $33 billion in MSR sales making us one of the largest sellers of MSRs in the country. Of those sales, we retained subservicing on 84 percent solidifying our national position as the 8th largest subservicer. This high retention rate validated the quality of our servicing platform.

Noninterest expense increased 15 percent to $643 million in 2017 as we made investments in future growth. We remain focused on improving efficiency through increasing revenues while maintaining cost discipline across the organization.

We ended the year with $16.9 billion in assets, up $2.9 billion or 20 percent, from year end 2016. Our credit quality is solid with only $8 million in net charge-offs and sustained low levels of delinquencies in 2017. Our robust capital position remains a hallmark with Tier 1 leverage at 8.5 percent at December 31, 2017, well above the amount needed to be considered "well capitalized". The proposed simplification of the Basel III rules, if enacted as proposed, as well as the decrease in the corporate tax rate will accelerate capital formation to support further balance sheet growth and improve our capital flexibility. We believe we are well-positioned, supported by the capital and liquidity to prudently grow the Bank, to drive increased earnings and deliver greater shareholder value.


Earnings Performance

 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Net interest income$390
 $323
 $287
Provision (benefit) for loan losses6
 (8) (19)
Total noninterest income470
 487
 470
Total noninterest expense643
 560
 536
Provision for income taxes148
 87
 82
Net income$63
 $171
 $158
Adjusted net income (1)
$143
 $155
 $158
Income per share:     
Basic$1.11 $2.71 $2.27
Diluted$1.09 $2.66 $2.24
Adjusted diluted (1)
$2.47 $2.38 $2.24
(1)For further information, see MD&A - Use of Non-GAAP Financial Measures.
Full year 2017 net income was $63 million, or $1.09 per diluted share, as compared to full year 2016 net income of $171 million, or $2.66 per diluted share. The 2017 full year results included a charge of $80 million to the provision for income taxes, or $1.37 per diluted share, due to the revaluation of DTAs at a lower statutory rate resulting from the Tax Cuts and Jobs Act. Excluding this charge, the Company had adjusted 2017 net income of $143 million, or $2.47 per diluted share.

The $12 million decrease in adjusted net income for the year ended December 31, 2017 as2020 compared to the year ended December 31, 2016, was primarily2019 driven by higher expenses resulting from growth initiatives, including our 2017 acquisitions, as well as expenses related to increased mortgage volume. This was partially offset by a $67 million increase in net interest income due to interest earning asset growth of $2.0 billion led by higher average LHFS due to extending turn times and accumulation of loans in support of residential mortgage backed securitization and continued commercial lending growth. loan prepayment activity.

Our transition to a commercial bank resulted in a 57 percent increase in average commercial loansprovision for credit losses for the year ended December 31, 2017,2020 was $166 million, compared to the year ended December 31, 2016.

Full year 2016 net income was $171$48 million or $2.66 per diluted share, as compared to full year 2015 net income of $158 million, or $2.24 per diluted share. The 2016 full year results included a $24 million benefit related to a decrease in the fair valuesame period of 2019. We adopted CECL on January 1, 2020. We increased our ACL in 2020 due to changes in the DOJ settlement liability. Excluding this benefit, the Company had adjusted 2016 net income of $155 million, or $2.38 per diluted share.

The $3 million decrease in adjusted net income for the year ended December 31, 2016 as compared to the year ended December 31, 2015, was primarily driven by higher performance driven expenses and a lower benefit for loan losses partially offset by a $36 million increase in net interest income. Net interest income increasedeconomic forecast as a result of growth in our interest earning assetsthe COVID-19 pandemic, especially as we executed on our strategic initiativeit relates to deploy capital and replace lower credit quality assets with higher quality residentialcommercial real estate loans and commercial loans. As a result of this initiative, we grew average interest earning assetsand industrial loans most impacted by 17 percent from $10.4 billion during the year ended December 31, 2015 to $12.2 billion during the year ended December 31, 2016.pandemic.

29
For a reconciliation and discussion of non-GAAP financial measures discussed above, see MD&A - Use of Non-GAAP Financial Measures. Additional details of each key driver have been further explained in Management’s discussion below.





Net Interest Income


The following table presents details on our net interest margin and net interest income on a consolidated basisbasis:
 For the Years Ended December 31,
 20202019
 Average
Balance
InterestAverage
Yield/
Rate
Average
Balance
InterestAverage
Yield/
Rate
 (Dollars in millions)
Interest-Earning Assets
Loans held-for-sale$5,542 $184 3.33 %$3,952 $170 4.30 %
Loans held-for-investment
Residential first mortgage2,704 92 3.36 %3,173 115 3.61 %
Home equity965 39 4.01 %871 46 5.31 %
Other912 49 5.38 %566 36 6.33 %
Total consumer loans4,581 180 3.90 %4,610 197 4.26 %
Commercial real estate3,030 116 3.77 %2,502 136 5.38 %
Commercial and industrial1,692 63 3.65 %1,708 88 5.10 %
Warehouse lending4,694 190 3.98 %2,112 107 4.99 %
Total commercial loans9,416 369 3.86 %6,322 331 5.17 %
Total loans held-for-investment (1)13,997 549 3.87 %10,932 528 4.79 %
Loans with government guarantees1,571 15 1.04 %553 15 2.66 %
Investment securities2,943 70 2.37 %2,845 77 2.71 %
Interest-earning deposits378 0.33 %171 2.35 %
Total interest-earning assets$24,431 $819 3.33 %$18,453 $794 4.28 %
Other assets2,477 2,221 
Total assets$26,908 $20,674 
Interest-Bearing Liabilities
Retail deposits
Demand deposits$1,763 $0.27 %$1,345 $11 0.77 %
Savings deposits3,597 19 0.52 %3,220 36 1.13 %
Money market deposits707 0.15 %736 0.32 %
Certificates of deposit1,831 32 1.83 %2,536 59 2.31 %
Total retail deposits7,898 58 0.73 %7,837 108 1.37 %
Government deposits1,301 0.56 %1,186 17 1.46 %
Wholesale deposits and other821 16 1.94 %554 13 2.36 %
Total interest-bearing deposits10,020 81 0.81 %9,577 138 1.44 %
Short-term FHLB advances and other2,807 16 0.58 %2,633 59 2.23 %
Long-term FHLB advances1,066 12 1.10 %425 1.59 %
Other long-term debt520 25 4.80 %495 28 5.65 %
Total interest-bearing liabilities$14,413 $134 0.93 %$13,130 $232 1.76 %
Noninterest-bearing deposits
Retail deposits and other1,799 1,291 
Custodial deposits6,725 3,839 
Total non-interest bearing deposits (2)8,524 5,130 
Other liabilities1,919 719 
Stockholders’ equity2,052 1,695 
Total liabilities and stockholders' equity$26,908 $20,674 
Net interest-earning assets$10,018 $5,323 
Net interest income$685 $562 
Interest rate spread (3)2.40 %2.52 %
Net interest margin (4)2.80 %3.05 %
Ratio of average interest-earning assets to interest-bearing liabilities169.5 %140.5 %
Total average deposits$18,544 $14,708 
(1)Includes nonaccrual loans, for further information relating to nonaccrual loans, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.
(2)Includes noninterest-bearing custodial deposits that arise due to the servicing of loans for others.
(3)Interest rate spread is the difference between rates of interest earned on interest earning assets and rates of interest paid on interest-bearing liabilities.
(4)Net interest margin is net interest income fromdivided by average assets and liabilities, expressed in dollars and yields:interest earning assets.
30


 For the Years Ended December 31,
 2017 2016 2015
 Average
Balance
InterestAverage
Yield/
Rate
 Average
Balance
InterestAverage
Yield/
Rate
 Average
Balance
InterestAverage
Yield/
Rate
 (Dollars in millions)
Interest-Earning Assets           
Loans held-for-sale$4,146
$165
3.99% $3,134
$113
3.62% $2,188
$85
3.90%
Loans held-for-investment           
Residential first mortgage2,549
85
3.35% 2,328
74
3.16% 2,562
85
3.33%
Home Equity471
24
5.06% 475
24
5.17% 491
27
5.40%
Other26
1
4.51% 29
1
4.73% 30
2
5.30%
Total Consumer loans3,046
110
3.62% 2,832
99
3.52% 3,083
114
3.68%
Commercial Real Estate1,579
68
4.25% 1,004
35
3.46% 678
22
3.21%
Commercial and Industrial981
47
4.73% 631
27
4.22% 438
17
3.86%
Warehouse Lending890
43
4.73% 1,346
58
4.22% 877
39
4.41%
Total Commercial loans3,450
158
4.51% 2,981
120
3.97% 1,993
78
3.88%
Total loans held-for-investment (1)
6,496
268
4.09% 5,813
219
3.75% 5,076
192
3.76%
Loans with government guarantees290
13
4.30% 435
16
3.59% 633
18
2.86%
Investment securities3,121
80
2.57% 2,653
68
2.56% 2,305
59
2.55%
Interest-bearing deposits77
1
1.15% 129
1
0.50% 234
1
0.50%
Total interest-earning assets14,130
$527
3.71% 12,164
$417
3.42% 10,436
$355
3.38%
Other assets1,716
   1,743
   1,520
  
Total assets$15,846
   $13,907
   $11,956
  
Interest-Bearing Liabilities           
Retail deposits           
Demand deposits$514
$1
0.19% $489
$1
0.18% $429
$1
0.14%
Savings deposits3,829
29
0.76% 3,751
29
0.78% 3,693
30
0.82%
Money market deposits255
1
0.50% 278
1
0.44% 258
1
0.31%
Certificate of deposits1,187
14
1.18% 990
10
1.05% 787
6
0.77%
Total retail deposits5,785
45
0.78% 5,508
41
0.76% 5,167
38
0.73%
Government deposits           
Demand deposits222
1
0.45% 228
1
0.39% 257
1
0.39%
Savings deposits406
3
0.68% 442
2
0.52% 405
2
0.52%
Certificate of deposits329
3
0.82% 382
2
0.40% 358
1
0.39%
Total government deposits957
7
0.67% 1,052
5
0.45% 1,020
4
0.44%
Wholesale deposits and other23

1.35% 

% 

%
Total interest-bearing deposits6,765
52
0.77% 6,560
46
0.71% 6,187
42
0.68%
Short-term Federal Home Loan Bank advances and other3,356
36
1.09% 1,249
5
0.44% 311
1
0.30%
Long-term Federal Home Loan Bank advances1,234
24
1.92% 1,584
27
1.72% 1,500
18
1.17%
Other long-term debt493
25
5.08% 364
16
4.34% 307
7
2.42%
Total interest-bearing liabilities11,848
137
1.15% 9,757
94
0.97% 8,305
68
0.82%
Noninterest-bearing deposits (2)
2,142
   2,202
   1,690
  
Other liabilities423
   484
   475
  
Stockholders’ equity1,433
   1,464
   1,486
  
Total liabilities and stockholders' equity$15,846
   $13,907
   $11,956
  
Net interest-earning assets$2,282
   $2,407
   $2,131
  
Net interest income $390
   $323
   $287
 
Interest rate spread (3)
  2.56%   2.45%   2.58%
Net interest margin (4)
  2.75%   2.64%   2.74%
Ratio of average interest-earning assets to interest-bearing liabilities  119.3%   124.7%   125.7%
(1)Includes nonaccrual loans, for further information relating to nonaccrual loans, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.
(2)Includes noninterest-bearing company controlled deposits that arise due to the servicing of loans for others.
(3)Interest rate spread is the difference between rates of interest earned on interest-earning assets and rates of interest paid on interest-bearing liabilities.
(4)Net interest margin is net interest income divided by average interest-earning assets.



Rate/Volume Analysis

The following tables presenttable presents the dollar amount of changes in interest income and interest expense for the components of interest-earning assets and interest-bearing liabilities. The table distinguishes between the changes related to average outstanding balances (changes in volume while holding the initial rate constant) and the changes related to average interest rates (changes in average rates while holding the initial balance constant). The rate/volume variances are allocated to rate.
 For the Years Ended December 31,
 2020 Versus 2019 Increase (Decrease) Due to:
 RateVolumeTotal
(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale$(54)$68 $14 
Loans held-for-investment
Residential first mortgage(6)(17)(23)
Home equity(12)(7)
Other(9)22 13 
Total consumer loans(27)10 (17)
Commercial real estate(48)28 (20)
Commercial and industrial(24)(1)(25)
Warehouse lending(46)129 83 
Total commercial loans(118)156 38 
Total loans held-for-investment(145)166 21 
Loans with government guarantees(27)27 — 
Investment securities(10)(7)
Interest-earning deposits(8)(3)
Total interest-earning assets$(244)$269 $25 
Interest-Bearing Liabilities
Interest-bearing deposits$(63)$$(57)
Short-term FHLB advances and other(47)(43)
Long-term FHLB advances(5)10 
Other long-term debt(4)(3)
Total interest-bearing liabilities(119)21 (98)
Change in net interest income$(125)$248 $123 
 For the Years Ended December 31,
 2017 Versus 2016 Increase
(Decrease) Due to:
 2016 Versus 2015 Increase
(Decrease) Due to:
 Rate Volume Total Rate Volume Total
 (Dollars in millions)
Interest-Earning Assets           
Loans held-for-sale$15
 $37
 $52
 $(9) $37
 $28
Loans held-for-investment           
Residential first mortgage5
 6
 11
 (4) (7) (11)
Home equity
 
 
 (1) (2) (3)
Other
 
 
 
 (1) (1)
Total Consumer loans5
 6
 11
 (5) (10) (15)
Commercial Real Estate13
 20
 33
 3
 10
 13
Commercial and Industrial5
 15
 20
 2
 8
 10
Warehouse Lending4
 (19) (15) (2) 21
 19
Total Commercial loans22
 16
 38
 3
 39
 42
Total loans held-for-investment27
 22
 49
 (2) 29
 27
Loans with government guarantees2
 (5) (3) 3
 (5) (2)
Investment securities
 12
 12
 2
 7
 9
Total interest-earning assets$44
 $66
 $110
 $(6) $68
 $62
Interest-Bearing Liabilities           
Interest-bearing deposits3
 3
 6
 (1) 5
 4
Short-term Federal Home Loan Bank advances and other22
 9
 31
 2
 2
 4
Long-term Federal Home Loan Bank advances2
 (5) (3) 8
 1
 9
Other long-term debt4
 5
 9
 7
 2
 9
Total interest-bearing liabilities31
 12
 43
 16
 10
 26
Change in net interest income$13
 $54
 $67
 $(22) $58
 $36

2017 Compared to 2016

Net interest income increased $67$123 million for the year ended December 31, 2017, compared to the same period in 2016.2020. The increase of 32 percent was primarily driven by growth in average interest-earning assets of 16 percent, led by higher averagethe warehouse and LHFS balances andportfolios. Volume growth of our higher yielding commercial LHFI portfolios.

Ourwas partially offset by a 25 basis point decline in net interest margin for the year ended December 31, 2017 was 2.75 percent, as compared to 2.642.80 percent for the year ended December 31, 2016. The increase in net interest margin was driven by a higher average yield on interest earning assets due to the growth in our commercial loan portfolio. This was partially offset by an increase in interest expense resulting from a full year of interest on our long-term senior debt which was issued in July 2016.

Average interest-earnings assets increased $2.0 billion for the year ended December 31, 2017,2020, as compared to the same period in 2016. The increase was due to a $1.0 billion increase in LHFS due to extending turn times and accumulation of loans in support of residential mortgage backed securitization. The CRE and C&I portfolios increased $925 million, or 57 percent as we continue to focus our efforts on building a broad-based, higher yielding commercial loan portfolio as we execute on our transformation into a commercial bank.



Average interest-bearing liabilities increased $2.1 billion for the year ended December 31, 2017, compared to the full year in 2016, primarily due to an increase in FHLB advances used to fund balance sheet growth in excess of deposit growth. Average interest-bearing deposits increased $205 million, or 33.05 percent for the year ended December 31, 2017,2019.
Net interest margin was 2.80 percent for the year ended December 31, 2020, a 25 basis point decrease compared to the same periodprior year. Excluding the 10 basis point decrease attributable to the impact from the $0.8 billion increase in 2016,LGG loans that we have the right to repurchase which do not bear interest, net interest margin decreased only 15 basis points. This remaining decrease was largely driven by the impact from the interest rate cuts executed by the Federal Reserve in the fourth quarter of 2019 and March 2020. The impact of rate cuts on interest earnings asset yields were partially offset by a mix shift to higher yielding warehouse loans, active management of retail deposit costs lower and the successful migration of maturing higher cost CDs to lower cost DDA and savings accounts.

Average interest-earning assets increased $6.0 billion due primarily to growth in the warehouse portfolio, driven by increased volume from growing market share and the favorable mortgage environment, and the LHFS portfolio which benefited from higher volumes from the favorable mortgage environment driven by the low interest rate environment. Average LGG for the year ended December 31, 2020 increased $1.0 billion, as discussed above. Average CRE portfolio increased $0.5 billion driven by broad-based growth prior to the pandemic.

Average deposits, including non-interest bearing deposits, increased $3.8 billion primarily driven by $2.9 billion higher average custodial deposits which resulted from subservicing growth and higher refinance activity. Total average retail deposits, partially offset by lowerincluding non-interest bearing retail deposits, increased $0.6 billion as average government deposits. Our costs remained well managed incustomer balances grew due to the impact of COVID-19 on customer behavior and spending patterns. The overall cost of deposits, including
31


non-interest bearing deposits, was 0.44 percent, a rising interest rate environment, despite a slight extensiondecline of duration0.50 percent from the prior year. This was primarily due to a higher percentagegreater mix of certificatesnon-interest bearing deposits. Additionally, as overall interest rates declined, we reduced the rates we offered on substantially all deposit products. Further, as CD balances matured, there was a customer preference to re-deposit into lower-cost DDA and savings accounts, which also contributed to the decrease in the cost of deposit.total deposits.

2016 Compared to 2015

Provision for Credit Losses
Net interest income increased $36
    The provision for credit losses was $149 million for the year ended December 31, 2016,2020, compared to the same period in 2015. The increase for the year was primarily driven by growth in average interest earning assetsa provision of 16 percent, partially offset by a decrease in the net interest margin driven by a competitive interest rate environment and issuance of 6.125 percent senior debt used to fund the TARP redemption.

Our net interest margin for the year ended December 31, 2016 was 2.64 percent, as compared to 2.74 percent for the year ended December 31, 2015. The decrease in net interest margin from 2015 was primarily driven by higher interest rates from longer term fixed rate debt taken to match-fund our longer duration asset growth, interest expense on senior debt issued to fund the TARP redemption and lower average interest rates on LHFS due to a more competitive interest rate environment. This decrease was partially offset by higher average yield on interest earning assets as we shifted from lower spread residential mortgage loans into higher spread commercial loans.

Average LHFS increased $946$18 million for the year ended December 31, 2016, compared to the same period in 2015, due to an increase in mortgage production resulting from a low interest rate market which drove increased refinance activity. Average LHFI increased $7372019. We adopted CECL on January 1, 2020. The $131 million for the year ended December 31, 2016, compared to the same period in 2015, primarily due to growth in warehouse and commercial loans where we have increased our market share and begun to grow our new product portfolios.

Provision (Benefit) for Loan Losses

2017 Compared to 2016

The provision for loan losses increased $14 million to $6 million for the year ended December 31, 2017, as compared to a benefit of $8 million for the year ended December 31, 2016. This increase is primarily due to loan growthreflective of $1.6 billion in our commercial and consumer portfolios. The 2016 benefit resulted primarily from the sale of consumer loans with a UPB of $1.3 billion, of which $110 million were nonperforming.

2016 Compared to 2015

The provision for loan losses decreased $11 million for the year ended December 31, 2016, as compared to the year ended December 31, 2015. In 2016, the benefit resulted primarily from the sale of performing and nonperforming consumer loans with a UPB of $1.3 billion, of which $110 million were nonperforming, partially offset by commercial loan growth. In 2015, the provision (benefit) for loan losses included a net reductionchanges in the allowance for loan losses relating to several loan sales, including a net reductioneconomic forecast used in the allowance relating to interest-only residential first mortgage loans, partially offset by an increaseACL models and judgment we applied related to those forecasts as a result of the growth in our LHFI portfolio.     ongoing COVID-19 pandemic.


For further information, see MD&A - Credit Risk.




Noninterest Income


The following tables provide information on our noninterest income along with additional details relatedand other mortgage metrics:
 For the Years Ended December 31,
 20202019
(Dollars in millions)
Net gain on loan sales$971 $335 
Loan fees and charges165 100 
Net return on mortgage servicing rights10 
Loan administration income84 30 
Deposit fees and charges32 38 
Other noninterest income63 101 
Total noninterest income$1,325 $610 
For the Years Ended December 31,
 20202019
(Dollars in millions)
Mortgage rate lock commitments (fallout-adjusted) (1) (2)$52,000 $32,300 
Mortgage loans closed (1)$48,300 $32,700 
Mortgage loans sold and securitized (1)$46,900 $30,300 
Net margin on mortgage rate lock commitments (fallout-adjusted) (2) (3)1.86 %1.03 %
Net margin on loans sold and securitized2.06 %1.10 %
(1)Rounded to the nearest hundred million.
(2)Fallout-adjusted refers to mortgage rate lock commitments which are adjusted by estimates of the percentage of mortgage loans in the pipeline that are not expected to close based on our historical experience and the impact of changes in interest rates.
(3)Gain on sale margin is based on net gain on loan sales (excludes net gain on loan sales of $3 million and activity that occurred within$2 million from loans transferred from LHFI during the period:years ended December 31, 2020 and December 31, 2019, respectively) to fallout-adjusted mortgage rate lock commitments.

 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Net gain on loan sales$268
 $316
 $288
Loan fees and charges82
 76
 67
Deposit fees and charges18
 22
 25
Loan administration income21
 18
 26
Net (loss) return on mortgage servicing rights22
 (26) 28
Representation and warranty benefit13
 19
 19
Other noninterest income46
 62
 17
Total noninterest income$470
 $487
 $470
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Mortgage rate lock commitments (fallout-adjusted) (1)
$32,527
 $29,372
 $25,511
Net margin on mortgage rate lock commitments (fallout-adjusted) (1) (2)
0.82% 1.02% 1.13%
Gain on loan sales + net return (loss) on the MSR (2)
$290
 $290
 $316
Capitalized value of mortgage servicing rights1.16% 1.07% 1.13%
Mortgage loans sold and securitized$32,493
 32,033
 26,307
Net margin on loans sold and securitized0.82% 0.94% 1.09%
(1)Fallout adjusted refers to mortgage rate lock commitments which are adjusted by a percentage of mortgage loans in the pipeline that are not expected to close based on previous historical experience and the level of interest rates.
(2)Gain on sale margin is based on net gain on loan sales (excludes net gain on loan sales of $1 million, $15 million and zero from loans transferred from HFI for the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively) to fallout-adjusted mortgage rate lock commitments.

2017 Compared to 2016

Total noninterest income was $470increased $715 million during the year ended December 31, 2017, which was a $17 million decrease2020 from $487 million during the year ended December 31, 2016.2019, primarily due to the following:


Net gain on loan sales decreased $48increased $636 million, for the year ended December 31, 2017, compared to the same perioddriven by $19.6 billion higher FOAL and an 83 basis point improvement in 2016. Market conditions impacted the netour gain on loan sales marginsale margin. This was driven by favorable market conditions, which decreased 12 basis points with fallout adjusted lock yields decreasing 20 basis pointsallowed us to 0.82 percent. As a result ofgrow our 2017 mortgage acquisitions, the decrease in margin was partially offset by a 10.7 percent increase in fallout adjusted mortgage rate lock volume despite the 14 percent decline in the overall mortgage origination market experienced this year. In addition, the decrease in net gain on loan sales was partially attributable to extending turn times on sales of certain LHFS, when in our estimation extensions provide favorable economics, which shifts earnings from net gain on loan sales to net interest income as well as the sale of nonperforming LHFI that occurred in 2016 which resulted in a $14 million gain.direct retail channel and optimize profitability.


Total loanLoan fees and charges increased $6$65 million, primarily due to an approximately $45 million increase in fees driven by $15.6 billion, or 7.948 percent, for the year ended December 31, 2017, comparedhigher mortgage closings and $19 million higher subservicing ancillary fees due to the same period in 2016,higher loss mitigation and forbearance fee income on subserviced loans.

Loan administration income increased $54 million, primarily due to a corresponding 8.0 percent increasedecline in loan originations.

Depositrate credits given to sub-servicing customers on custodial deposits which are LIBOR-based. Subservicing fees and charges decreased $4 million for the year ended December 31, 2017, compared to the same period in 2016, primarily due to lower exchange fee income resulting from limitations set by the Durbin amendment, which became applicable to the Bank on July 1, 2016.

Loan administration incomealso increased $3 million for the year ended December 31, 2017, compared to the same period in 2016. The increase was primarily driven by higher fee revenue due to an increase in the number of loans subserviced for others. This increased asin forbearance which are charged a resulthigher servicing rate and an increase in the average number of growth in our servicing business.loans being subserviced.

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Net return on MSRs, including the impact of hedges, increased $48$4 million, fordriven by favorable hedge performance and an increase in servicing fees due to an increase in the year ended December 31, 2017, comparedaverage number of loans being serviced, partially offset by higher prepayments.

Other noninterest income decreased $38 million, primarily due to the same period$25 million DOJ Liability fair value adjustment in 2016. The increase was2019 which did not reoccur (see Note 19 - Legal Proceedings, Contingencies and Commitments for additional information) and $7 million of AFS investment security gains recorded in 2019 that did not reoccur in 2020 along with lower FHLB stock dividend income.

Deposit fees and charges decreased $6 million, primarily driven by a more stable prepayment environment as a result of higher market interest rates, partially offset by a decrease in servicingnon-sufficient funds fee income resulting from a lower MSR balance and higher transaction costs due to MSR sales that occurred in 2017.
Representation and warranty benefit decreased $6 million for the year ended December 31, 2017, compared to the same period in 2016. The decrease was primarily due to lower recoveries and a greater reduction of the reserve in 2016 compared to 2017. The reserve has continued to decrease as a result of sustained strong underwriting, low levels of repurchases and a low repurchase pipeline of $3 million UPB at December 31, 2017.

Other noninterest income decreased $16 million for the year ended December 31, 2017, compared to the same period in 2016. The decrease was primarily due to a $24 million reduction in the DOJ settlement liability that occurred in the third quarter of 2016. This decrease was partially offset by increased rental income attributable to growth in equipment financing, and higher investment, insurance, and commercial loan fee income.

2016 Compared to 2015

Total noninterest income increased $17 million during the year ended December 31, 2016 from the year ended December 31, 2015.

Net gain on loan sales increased $28 million for the year ended December 31, 2016, compared to the year ended December 31, 2015. The increase in gain on loan sales was primarily due to $3.9 million higher fallout-adjusted lock volume driven by an increase in refinance activity and a $14 million gain from the sale of performing LHFI. The increase was partially offset by lower loan sale margins driven by pricing competition.

Total loan fees and charges increased $9 million for the year ended December 31, 2016, compared to the year ended December 31, 2015, primarily due to higher mortgage loan closings.average customer balances.

Loan administration income decreased $8 million for the year December 31, 2016 to $18 million, compared to $26 million for the same period in 2015. The decrease was equally driven by lower fee revenue from loans subserviced for others and higher interest expense on average company controlled deposits which increased due primarily to higher refinance activity.

Our net loss on MSRs was $26 million for the year ended December 31, 2016, compared to a return of $28 million for the same period in 2015. The $54 million decrease was primarily due to a decline in fair value driven by higher prepayments, increased market implied interest rate volatility, and a $7 million charge related to MSR sales that closed during the year. These declines were partially offset by higher servicing fees and ancillary income received due to a higher average outstanding MSR balance carried throughout the year.
Other noninterest income increased $46 million for the year ended December 31, 2016, compared to the same period in 2015. The increase was primarily due to a $24 million benefit related to the reduction in the fair value of the DOJ settlement liability and an $11 million net improvement in fair value adjustments. Higher income earned on our bank owned life insurance and gains on the sale of AFS investment securities about equally drove the remaining improvement.



Noninterest Expense


The following table sets forth the components of our noninterest expense:
 For the Years Ended December 31,
 20202019
(Dollars in millions)
Compensation and benefits$466 $377 
Occupancy and equipment176 161 
Commissions232 111 
Loan processing expense98 80 
Legal and professional expense31 27 
Federal insurance premiums24 20 
Intangible asset amortization13 15 
Other noninterest expense117 97 
Total noninterest expense$1,157 $888 
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Compensation and benefits$299
 $269
 $237
Occupancy and equipment103
 85
 81
Commissions72
 55
 39
Loan processing expense57
 55
 52
Legal and professional expense30
 29
 36
Other noninterest expense82
 67
 91
Total noninterest expense$643
 $560
 $536
Efficiency ratio74.8% 69.2% 70.9%
Number of FTE3,525
 2,886
 2,713


 For the Years Ended December 31,
 20202019
Efficiency ratio57.6 %75.8 %
Number of FTE employees5,214 4,453 
2017 Compared to 2016

Total noninterest expense increased $83$269 million during the year ended December 31, 2017 from2020, compared to the year ended December 31, 2016.2019, primarily due to the following:


The $30Commission expense increased $121 million primarily driven by a $7.6 billion, or 112 percent, increase in mortgage retail closings consistent with the growth in expense.

Compensation and benefits expense increased $89 million, primarily driven by a 17 percent increase in FTE, which was impacted by adding mortgage closing capacity in response to the robust mortgage performance, bringing default servicing in-house in late 2019, along with an increase in incentive compensation and the impact of stock-based compensation performance shares, both of which were driven by stronger financial results.

Loan processing expense increased $18 million primarily driven $15.6 billion, or 48 percent, higher mortgage closings. This was partially offset by lower default servicing third party costs which was an in-house function throughout the full year 2020, which also resulted in an increase in compensation and benefits expense.

Occupancy and equipment increased $15 million, primarily due to increases in system and software development, to support business growth.

Other noninterest expense for the year ended December 31, 2017, compared to the same period in 2016. This increase wasincreased $20 million, primarily driven by recent acquisitionshigher mortgage-related expenses including performance-related earn out adjustment related to our Opes Advisors acquisition which was finalized in the first quarter, a $7 million loss recognized on the early redemption of senior notes and additions in our Community Banking segment to support growth in both our C&I and CRE portfolios. Our full-time equivalent employees increased by 22 percent from December 31, 2016 to a total of 3,525 full-time equivalent employees at December 31, 2017, of which 465 were Opes full-time equivalent employees.

The $18$4 million increase in occupancy and equipment expense for the year ended December 31, 2017, compared to the same period in 2016, was primarilyhigher FDIC Assessment due to a higher average depreciable assetassessment base and increased utilization of vendor services to support the needs of our growing business.

Commission expense increased $17 million for the year ended December 31, 2017, compared to the same period in 2016, primarily due to higher loan originations and a shift in mix to delegated retail channels with higher commission rates resulting from our mortgage acquisitions.

Other noninterest expense increased $15 million for the year ended December 31, 2017, compared to the same period in 2016, primarily due to an increase in advertising expenses due to direct mail and brand awareness campaigns that were launched to drive deposit growth. The remaining increase is equally attributable to an increase in our FDIC assessment driven by growth in our commercial portfolios, higher business development costs related to acquisitions and an increase in charitable activities.

2016 Compared to 2015

Total noninterest expense increased $24 million during the year ended December 31, 2016 from the year ended December 31, 2015.

The $32 million increase in compensation and benefits expense for the year ended December 31, 2016, compared to the same period in 2015, was primarily due to an increase in overall headcount in support of our new strategic initiatives along with an increase in performance-related compensation including the ExLTIP plan, for further information relating to ExLTIP plan, see Note 18 - Stock-Based Compensation. Our full-time equivalent employees increased overall by 173 from December 31, 2015 to a total of 2,886 full-time equivalent employees at December 31, 2016.

Commission expense increased $16 million for the year ended December 31, 2016, compared to the same period in 2015. Higher loan production and unfavorable product mix about equally drove a $9 million increase with the remaining increase being driven by our investment in new strategic initiatives.



Occupancy and equipment expense increased $4 million for the year ended December 31, 2016, compared to the same period in 2015, primarily due to an increase in maintenance costs related to software that was implemented in the fourth quarter 2015 along with a higher average depreciable asset base.assets.
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Legal and professional expense decreased $7 million for the year ended December 31, 2016 compared to the same period in 2015, primarily due to implementation of company-wide cost savings initiatives resulting in decreased utilization of third party service providers.


Other noninterest expense decreased $24 million for the year ended December 31, 2016, compared to the same period in 2015 primarily due to a decrease in federal insurance premium expenses driven by an improvement to our risk profile, combined with decreases in default servicing costs, foreclosure costs and an improvement in house prices, offset with higher litigation and regulatory related expenses that occurred in 2015.


Provision (Benefit) for Income Taxes

On December 22, 2017, the President of the United States signed into law H.R.1, originally known as the Tax Cuts and Jobs Act. The legislation includes various changes to the U.S. tax code which will have an impact on us, including, but not limited to, a reduction in the statutory corporation tax rate from a maximum rate of 35 percent to a flat rate of 21 percent effective January 1, 2018, repeal of the corporate alternative minimum tax (“AMT”), immediate expensing of capital investments, modifications to the provisions of future generated net operating losses, and additional limitations on the deductibility of performance-based compensation for named executive officers. We have analyzed and recorded the effects of the law’s impact in the financial statements for the period ended December 31, 2017.
    
2017 Compared to 2016

Our provision for income taxes for the year ended December 31, 20172020 was $148$166 million, compared to a provision of $87$48 million for the year ended December 31, 2016.2019. The increase in the provision for income taxes is primarily due to the charge to the provision for income taxes of approximately $80 million. This resulted from the revaluation of our DTAs as a result of the new tax legislation. Excluding this charge, the Company’s adjustedCompany's effective tax rate was 32.1 percent. This adjusted effective tax rate differs from the combined federal and state statutory rate primarily due to benefits from tax-exempt earnings and stock-based compensation.

2016 Compared to 2015

Our provision for income taxes for the year ended December 31, 20162020 was $87 million,23.6 percent, compared to a provisionan effective tax rate of $82 million18.1 percent for the year ended December 31, 20152019. The higher rate was the result of increased earnings in 2020 taxed at the statutory rate, a change in our state deferred tax asset valuation allowance, and our effective tax provision rate decreased to 33.7 percent as compared to 34.2 percent for the same periods, respectively. The decreasean increase in the effective tax rate is primarily due to the impact of the bank owned life insurance and state taxes in relation to pre-tax income.FDIC premiums.


For further information, see Note 1917 - Income Taxes.




Fourth Quarter Results


The following table sets forth selected quarterly data:
 Three Months Ended
 December 31,
2020
September 30,
2020
December 31,
2019
(Unaudited)
(Dollars in millions)
Net interest income$189 $180 $152 
Provision for credit losses32 — 
Noninterest income337 452 162 
Noninterest expense319 305 245 
Provision for income taxes51 73 11 
Net income$154 $222 $58 
Income per share:
Basic$2.86 $3.90 $1.01 
Diluted$2.83 $3.88 $1.00 
 Three Months Ended
 December 31,
2017
 September 30,
2017
 December 31,
2016
 (Unaudited) (Unaudited) (Unaudited)
 (Dollars in millions)
Net interest income$107
 $103
 $87
Provision for loan losses2
 2
 1
Total noninterest income124
 130
 98
Total noninterest expense178
 171
 142
Provision for income taxes96
 20
 14
Net income$(45) $40
 $28
Adjusted net income (1)
35
 40
 28
Income per share:     
Basic$(0.79) $0.71
 $0.50
Diluted$(0.79) $0.70
 $0.49
Adjusted diluted (1)
$0.60
 $0.70
 $0.49
Efficiency ratio77.1% 73.5% 76.7%
(1)For further information, see MD&A - Use of Non-GAAP Financial Measures.



Fourth Quarter 20172020 compared to Third Quarter 20172020


Net lossincome for the three months ended December 31, 20172020 was $45$154 million, or $0.79$2.83 per diluted share, as compared to a net gain of $40$222 million, or $0.70$3.88 per diluted share, for the three months ended September 30, 2017.2020. The $68 million decrease in net income was primarily due to the following:
Net interest income rose $9 million, or 5 percent, reflecting a 5 percent increase in average earning assets, driven by warehouse loan growth and the continued impact of lower rates on deposits, which was partially offset by lower yields on interest earning assets. The net interest margin in the fourth quarter 2017 results included a one-time chargewas 2.78 percent, flat to prior quarter. Increases in the net interest margin from higher yielding warehouse loans and lower rates on deposits were offset primarily by the 20 basis point impact of $80LGG loans that have not been repurchased and do not accrue interest. Retail banking deposit rates decreased 18 basis points driven by the expiration of promotional rates on some of our savings deposits and the maturity of higher cost time deposits. This improvement more than offset the impact of declining interest rates in certain other categories of LHFI.

The provision for credit losses decreased $30 million to $2 million in the provisionfourth quarter of 2020, as compared to $32 million for the third quarter of 2020. While our forecast improved, our ACL remained flat as compared to the balance as of September 30, 2020, due to continued economic uncertainty caused by COVID-19. We continue to believe the economic recovery will be challenged by the COVID-19 pandemic for an extended period of time and significant uncertainty remains related to distribution of the vaccines and government stimulus, especially as those items may affect consumer loan forbearance and the CRE sector.

Noninterest income taxes,decreased $115 million, or $1.3725 percent, to $337 million in the fourth quarter of 2020, as compared to $452 million for the third quarter of 2020, primarily due to lower net gain on loan sales and a decrease in the net return on mortgage servicing rights. The net gain on loan sale margin decreased 38 basis points to 1.93 percent for the fourth quarter 2020, as compared to 2.31 percent for the third quarter 2020 as we slowed volumes to match internal capacity and as the industry as a whole continued to add more capacity. FOAL decreased 20 percent to $12.0 billion,
34


reflecting seasonal factors which were partially offset by the continued strength of the mortgage environment due to lower rates.

Lower mortgage rates continued to drive refinance activity causing prepayment speeds to be elevated,                         resulting in a $12 million decrease in the net return on mortgage servicing rights in the fourth quarter of 2020, compared to a $12 million net return for the third quarter of 2020. This decrease was partially offset by an $8 million increase in loan fees and charges, primarily due to higher loss mitigation and forbearance fee income on subserviced loans despite a 9 percent decrease in mortgage closings.

Noninterest expense increased $14 million to $319 million for the fourth quarter of 2020, as compared to $305 million for the third quarter 2020. This increase was primarily due to a $7 million loss recognized on the early redemption of senior notes that were scheduled to mature on July 15, 2021 which settled in January 2021, $3 million additional expense due to hiring in the mortgage and servicing businesses to expand capacity, and an additional $2 million contribution to the Flagstar Foundation during the quarter to further support the community in light of the pandemic and ongoing economic conditions.

Fourth Quarter 2020 compared to Fourth Quarter 2019

    Net income for the three months ended December 31, 2020 was $154 million, or $2.83 per diluted share, dueas compared to the revaluation of our net deferred tax asset under the new Tax Cuts and Jobs Act. Excluding this charge, the Company had adjusted net income of $35$58 million, or $0.60$1.00 per diluted share, for the three months ended December 31, 2017

Adjusted net income decreased $5 million for the three months ended December 31, 2017 as compared to the three months ended September 31, 2017.2019. The decrease was due to a $7 million increase in noninterest expense, primarily resulting from higher performance driven compensation and increased expenses to support the investment in our growth initiatives. In addition, noninterest income decreased $6 million, primarily due to a net loss on the MSRs based on a decrease in fair value and charges associated with a pending MSR sale. This decrease was offset by an increase in gain on loan sales, which experienced a 7 basis point increase in margins, due to favorable pricing experienced in the fourth quarter, offset by a modest 3 percent decline in fallout adjusted locks despite seasonal factors, reflecting the strength of our bulk and retail channels. These declines were partially offset by a $4$96 million increase in net income was primarily due to the following:

Net interest income driven by a 4 percent increase in average earning assets, led by continued growth in our commercial loan portfolio, which experienced an increase in average balances of $344rose $37 million, or 924 percent, for the fourth quarter 2017 asof 2020, compared to the thirdfourth quarter of 2017.

Fourth Quarter 2017 compared to Fourth Quarter 2016

Net loss for2019, which was largely driven by growth in the three months ended December 31, 2017 was $45 million, or $0.79 per diluted share, as compared to a net gain of $28 million, or $0.49 per diluted share, for the three months ended December 31, 2016. The fourth quarter 2017 results included a one-time charge of $80 million to the provision for income taxes, or $1.37 per diluted share,warehouse loan portfolio due to the revaluation of ourfavorable mortgage environment and concerted efforts to expand market share. The net deferred tax asset under the new Tax Cuts and Jobs Act. Excluding this charge, the Company had adjusted net income of $35 million, or $0.60 per diluted share,interest margin decreased 13 basis points to 2.78 percent for the three months ended December 31, 2017.

Adjusted net income increased $7 million for the three months ended December 31, 2017 asfourth quarter of 2020, compared to the three months ended December 31, 2016.fourth quarter of 2019. This was primarily attributable to the impact from the interest rate cuts executed by the Federal Reserve in the fourth quarter of 2019 and March 2020 along with the $1.8 billion increase in LGG that we have the right to repurchase, which do not accrue interest.

Noninterest income increased $175 million, primarily due to $131 million higher net gain on loan sales driven by a $3.8 billion increase in FOAL in the fourth quarter of 2020 compared to the same quarter in 2019, and gain on sale margin expansion of 70 basis points for the same comparable time period. The increase in FOAL and expansion of gain on sale margin was drivenlargely supported by the favorable mortgage environment which allowed us to grow our direct retail channel and optimize profitability. The favorable mortgage market also drove a $22 million increase in net gain on loan sales,fees and charges as mortgage closings increased $3.8 billion, or 41 percent, in the fourth quarter of 2020 compared to the same quarter in 2019. In addition, we had $16 million higher loan administration income primarily due to a 42 percentdecline in LIBOR-based fees paid to sub-servicing customers on custodial deposits and higher fallout adjusted locksubservice fees due to past due status of loans.

Noninterest expense increased $74 million. $67 million of this increase was volume and performance related due to an increase of $35 million in commissions, $23 million in compensation and benefits and $9 million in loan processing expense. The remainder was the result of a $7 million loss recognized on the early redemption of senior notes. Commission and loan processing expense increased primarily as a result of our strategic acquisitions and investments made in 2017. In addition, net interest income increased $20 million, driven by a $2.6 billion, or 20 percent, increase in average earning assets, led by a $1.1the $3.8 billion increase in the CREloans closed. Compensation and C&I portfolios. The increase in net interest income was further the result of a 9 basis point increase in net interest margin for the three months ended December 31, 2017, compared to the three months ended


December 31, 2016, primarilybenefit expense increased due to higher FTEs resulting from efforts to expand capacity in the mortgage and servicing businesses along with an increase in market rates, a higher yielding commercial loan portfolio, and continued deposit price discipline. These increases were partially offset by a $36 million increase in noninterest expense, driven by higherincentive compensation and benefits dueattributed to increased headcount driven by the strategic acquisitions and investments in future revenue growth made in 2017.stronger financial results.


Operating Segments


    Our operations are conducted through three operating segments: Community Banking, Mortgage Originations, and Mortgage Servicing. The Other segment includes the remaining reported activities. The operating segments have been determined based on the products and services offered and reflect the manner in which financial information is currently evaluated by Management. Each of the operating segments is complementary to each other and because of the interrelationships of the segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.

    As a result of Management's evaluation of our segments, effective January 1, 2020, certain departments were re-aligned between the Community Banking and Mortgage Originations segments. Specifically, a majority of the residential
35


mortgage HFI portfolio is now part of the Mortgage Originations segment. The income and expenses relating to these changes are reflected in our financial statements and all prior period segment financial information has been recast to conform to the current presentation.

Before the adoption of CECL on January 1, 2020, we charged the lines of business for the net charge-offs that occurred during the period. The difference between total net charge-offs and the consolidated provision for credit losses was assigned to the “Other” segment. This amount assigned to the “Other” segment was then allocated back to the lines of business through other noninterest expense.

This year, with the adoption of CECL, we have continued to charge the lines of business for the net charge-offs that occur. In addition to this amount, we charge them for the change in loan balances during the period, applied at the budgeted credit loss factor. The difference between the consolidated provision for credit losses and the sum of total net charge-offs and the change in loan balances is still assigned to the “Other” segment, although now that amount includes the changes related to the economic forecasts, model changes, qualitative adjustments and credit downgrades. As in the prior methodology, the amount assigned to the “Other” segment continues to be allocated back to the lines of business through other noninterest expense.

For detail on each segment's objectives, strategies, and priorities, please read this section in conjunction with Note 2321 - Operating Segments, and other sections for a full understanding of our consolidated financial performance.Segment Information.


Community Banking


Our Community Banking segment services consumer,serves commercial, governmental and commercial customers.consumer customers in our banking footprint which spans throughout Michigan, Indiana, California, Wisconsin, Ohio and contiguous states. We also serve home builders, correspondents, and commercial customers in Michigan. We are focused on using capitala national basis. The Community Banking segment originates and liquidity generated from thepurchases loans, while also providing deposit and fee-based services to consumer, business and mortgage business to expand our community banking relationships and build net interest margin revenue and fee income.lending customers.


Our commercial customers are fromoperate in a diversified range of industries including financial, insurance, service, manufacturing and distribution. We offer financial products to these customers for use in their normal business operations, andas well as provide financing of working capital, needs, equipment purchasescapital investments and other capital investments.equipment. Additionally, our commercial real estate divisionbusiness supports income producing real estate and residential properties. These loans are madehome builders. The Community Banking segment also offers warehouse lines of credit to finance properties such as owner-occupied, retail, office, multi-family apartment buildings, industrial buildings, and residential developments which are repaid through cash flows related to the operation, sale, or refinance of the property.non-bank mortgage lenders.


Our Community Banking segment has seen continued growth throughoutdriven by our warehouse portfolio which has benefited from the robust mortgage market during 2020. Our relationship-based approach and speed of execution also enabled us to add new customers as well as increase lines for existing customers during the year andwhile gaining market share. In addition, we continue to maintain our transformation into a community bank continues to be of importance to our overall business model. Ourdisciplined underwriting in this business. Our commercial loan portfolio has grown 49 percent in the last twelve months, to $4.3$9.4 billion, as ofat December 31, 2017, representing a 30.7 percent increase from2020, while our consumer loan portfolio has remained flat at $4.6 billion. Average deposits for the year ended December 31, 2016.2020 have increased 7 percent to $11.0 billion, compared to $10.3 billion for the year ended December 31, 2019, driven primarily by higher customer balances.

36


On November 13, 2017, we announced
 For the Years Ended December 31,
Community Banking20202019
(Dollars in millions)
Summary of Operations
Net interest income$570 $410 
Provision for credit losses20 
Net interest income after provision for credit losses567 390 
Net gain (loss) on loan sales(14)
Loan fees and charges
Loan administration expense(3)(3)
Other noninterest income61 62 
Total noninterest income61 46 
Compensation and benefits108 103 
Commissions
Loan processing expense
Other noninterest expense271 165 
Total noninterest expense386 276 
Income before indirect overhead allocations and income taxes242 160 
Indirect overhead allocation(40)(41)
Provision for income taxes42 24 
Net income$160 $95 
Key Metrics
Number of FTE employees1,264 1,316 
Number of bank branches158 160 

    The Community Banking segment reported net income of $160 million for the signingyear ended December 31, 2020, compared to net income of a definitive agreement$95 million for the year ended December 31, 2019. The $65 million increase was primarily driven by the following:

Net interest income increased $160 million driven by higher average loan and deposit balances, led by our warehouse business, partially offset by lower margins due to acquire eight Desert Community Bank branchesFederal Reserve interest rate cuts that occurred in San Bernardino County, California, with approximately $600late 2019 and March 2020.
The provision for credit losses was $17 million lower primarily due to lower net charge-offs as 2019 included the $29 million charge-off of the Live Well commercial loan.
Compensation and benefits expense increased $5 million due to an increase in depositsincentive compensation primarily driven by strong performance in our warehouse business.
Other noninterest expense increased $106 million primarily driven by higher intersegment expense allocations primarily related to the provision for credit losses increases from the impact of the degradation in the economic forecasts used in our ACL models and $70 million in loans. The pending acquisition has received regulatory approval and is expectedcredit downgrades related to close duringthose loans most impacted by the first quarter of 2018. This acquisition will provide us with low cost, stable deposits to fund balance sheet growth. Additionally, this acquisition will combine Desert Community Bank's successful deposit franchise with a significant Flagstar presence already on the West Coast, which includes our Opes Advisors division, warehouse lending and home builder finance activities.COVID-19 pandemic.


Mortgage Originations


We are a leading national originator of residential first mortgage loans.mortgages. Our Mortgage OriginationOriginations segment originates, acquires and sells one-to-four family residential mortgage loans. We utilizeutilizes multiple distribution channels to originate or acquire one-to-four family residential mortgage loans on a national scale. Our Mortgage Origination segment helps grow the servicing businessscale, primarily to sell. We originate and retain certain mortgage loans in our LHFI portfolio which generates a stable, low cost funding source through company controlled deposits for the community bank. Additionally,generate interest income in the Mortgage Originations segment.
37


 For the Years Ended December 31,
Mortgage Originations20202019
(Dollars in millions)
Summary of Operations
Net interest income$191 $145 
(Benefit) provision for credit losses(11)
Net interest income after provision for credit losses202 143 
Net gain on loan sales969 349 
Loan fees and charges98 67 
Loan administration expense(35)(24)
Net return on mortgage servicing rights10 
Other noninterest income12 
Total noninterest income1,050 410 
Compensation and benefits161 111 
Commissions230 109 
Loan processing expense55 36 
Other noninterest expense136 90 
Total noninterest expense582 346 
Income before indirect overhead allocations and income taxes669 207 
Indirect overhead allocation(60)(42)
Provision for income taxes128 35 
Net income$481 $130 
Key Metrics
Mortgage rate lock commitments (fallout-adjusted) (1)(2)$52,000 $32,300 
Noninterest expense to closing volume1.20 %1.06 %
Number of FTE employees2,001 1,512 
(1)Fallout-adjusted refers to mortgage rate lock commitments which are adjusted by a percentage of mortgage loans in the pipeline that are not expected to close based on previous historical experience and the level of interest rates.
(2)Rounded to the nearest hundred million.

    The Mortgage Originations segment provides us withreported net income of $481 million for the year ended December 31, 2020, compared to $130 million for the year ended December 31, 2019. The $351 million increase was primarily driven by the following:

Net gain on loan sales increased $620 million to $969 million, as compared to $349 million for the year ended December 31, 2019. FOAL increased $19.6 billion, or 61 percent, to $52.0 billion, primarily driven by the low interest rate environment that fueled a large numberstrong overall mortgage market. The net gain on loan sale margin increased 83 basis points to 1.86 percent for the year ended December 31, 2020, as compared to 1.03 percent for the year ended December 31, 2019, reflecting our management of customer relationships which, along withvolume level within our banking customer relationships, provide us an opportunitychannels and products to prudently cross-sellfit our fulfillment capacity, made possible by demand due to favorable market conditions. This has led to a full linehigher mix of consumer financial products which includeretail closings (30 percent in 2020 compared to 21 percent in 2019).
Net interest income increased $46 million primarily due to $1.6 billion higher average LHFS balances resulting from increased mortgage refinancing, HELOC,production.
Loan fees and other consumer loans.charges, commissions and loan processing expense all increased due to $15.6 billion higher closings and a volume mix increase in the higher-margin retail channel.

Other noninterest expense increased $46 million driven by a $33 million increase in the intersegment expense allocations. This primarily related to the provision for credit losses increases from the impact of the degradation of economic forecasts used in our ACL models and credit downgrades related to those loans most impacted by the COVID-19 pandemic. In addition, the final performance-related expense related to our Opes Advisors acquisition was $11 million higher than in the prior year.

Mortgage origination distribution channels

Correspondent. In the correspondent channels, an unaffiliated bank or mortgage company completes the loan paperwork in their name and also funds the loan at closing. After the bank or mortgage company has funded the transaction, we purchase the loan at an agreed upon price. We perform a full review of each loan, whether purchased in bulk or not, purchasing only those loans that were originated in accordance with our underwriting guidelines. Correspondents apply to the Bank and may be approved for delegated underwriting
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authority. Delegated correspondents assume the risks associated with the underwriting of the loan and earn more on loans sold compared to non-delegated correspondents. Non-delegated correspondents earn commissions and administrative fees for closing and funding loans which are then underwritten by the Bank. WeLoans originated through the correspondent lending channel typically result in a lower gain on sale margin but also have lower costs. When purchasing correspondent loans individually or in bulk, we perform a full review of each loan to ensure we only purchase loans originated in accordance with our underwriting guidelines. At December 31, 2020, we had active relationships with 479more than 520 delegated correspondents and 553over 530 non-delegated correspondents serving borrowers in all 50 states.

Broker. In a broker transaction, an unaffiliated mortgage broker completes several steps of the loan origination process including the loan paperwork, but the loans are underwritten by us on a loan-level basis to our underwriting standards and we fund and close the loan in the Bank's name, thereby becoming the lender of record. At December 31, 2020, we had active broker relationships with nearly 1,400 mortgage brokers servicing borrowers in all 50 states.

Broker. In a broker transaction, an unaffiliated mortgage broker completes several steps of the loan origination process including the loan paperwork, but the loans are underwritten by us on a loan-level basis to our underwriting standards and we fund and close the loan in the Bank's name, thereby becoming the lender of record. Currently, we have active broker relationships with 745 mortgage brokers servicing borrowers in all 50 states.


    Retail. In our distributed retail channel, loans are originated through our nationwide network of stand-alone home loan centers. At December 31, 2020, we maintained 141 retail locations in 28 states. In a direct-to-consumer lending transaction, loans are originated through our direct-to-consumer team or from one of our two national call centers, both of which may leverage our existing customer relationships. Most aspects of the retail lending process are completed internally, including the origination documentation (inclusive of customer disclosures), and we fund the loan at closing. Loans in the retail channel typically have higher internal costs but also higher gain on sale margins.
Retail. In our distributed retail channel, loans are originated through our nationwide network of stand-alone home loan centers. At December 31, 2017, we maintained 89 retail locations in 29 states representing the combined retail branches of Flagstar Bank and its Opes Advisors mortgage division. In a direct-to-consumer lending transaction, loans are originated through our direct-to-consumer team or from one of our two national call centers, both of which may leverage our existing customer relationships. When loans are originated on a retail basis, most aspects of the lending process are completed internally, including the origination documentation (inclusive of customer disclosures), as well as the funding of the transactions.

The following tables disclose residential first mortgage loan originationsclosings by channel, type and mix:
 At December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
Correspondent$25,769
 $24,488
 $20,543
 $18,052
 $25,885
Broker5,025
 5,890
 7,335
 5,339
 9,612
Retail3,614
 2,039
 1,490
 1,194
 1,980
Total$34,408
 $32,417
 $29,368
 $24,585
 $37,477
Purchase originations$19,357
 $13,672
 $13,696
 $14,654
 $12,840
Refinance originations15,051
 18,745
 15,672
 9,931
 24,637
Total$34,408
 $32,417
 $29,368
 $24,585
 $37,477
Conventional$16,962
 $18,156
 $17,571
 $15,158
 $25,653
Government8,635
 7,859
 6,385
 6,134
 8,825
Jumbo8,811
 6,402
 5,412
 3,293
 2,999
Total$34,408
 $32,417
 $29,368
 $24,585
 $37,477

We continue to leverage technology to streamline the mortgage origination process, thereby bringing service and convenience to borrowers and correspondents. We also offer our customers web-based tools that facilitate the mortgage loan process through each of our production channels. We will continue to seek new ways to expand our relationships with borrowers and correspondents to provide the necessary capital and liquidity to grow the Community Bank and Mortgage Servicing segments.

The majority of our loan originations during the year ended December 31, 2017 were eligible for salemix (rounded to the Agencies. In addition, during 2017, we closed on two securitizations of residential mortgage-backed securities (RMBS) totaling $1.0 billion, which were comprised of loans Flagstar originated through our retail, broker and correspondent channels with collateral consisting of high-quality 15 to 30 year, fully amortizing conforming and jumbo fixed rate loans. On February 23, 2018, we closed an additional RMBS securitization totaling $488 million, comprised of loans similar to those included in the securitizations that occurred during 2017. We have demonstrated our ability to execute securitizations in the market and expect to continue securitization activity throughout 2018. This is an important differentiator for our mortgage business by providing an additional means in which to sell our residential mortgage loans.nearest hundred million):
At December 31,
20202019
(Dollars in millions)
Correspondent$22,900 $21,800 
Broker11,000 4,100 
Retail14,400 6,800 
Total$48,300 $32,700 
Purchase closings$17,500 $17,100 
Refinance closings30,800 15,600 
Total$48,300 $32,700 
Conventional$37,900 $19,400 
Government3,500 7,200 
Jumbo6,900 6,100 
Total$48,300 $32,700 


Mortgage Servicing


The Mortgage Servicing segment services loans when we hold the MSR asset and subservices mortgage loans for others through a scalable servicing platform on a fee for service basis and may also collect ancillary fees and earn income through the use of noninterest bearing escrows.basis. The loans we service generate escrowcustodial deposits which provide a stable low cost funding source tosupporting interest-earning asset generation in the Bank.Community Banking and Mortgage Originations segments. We earn income from other segments for the use of non-interest bearing escrows. Revenue for those serviced and subserviced loans is earned on a contractual fee basis, with the fees varying based on our responsibilities and the delinquency or payment status of the underlying loans. Along with these contractual fees, we may also collect ancillary fees related to these loans. The Mortgage Servicing segment also services residential mortgages for our LHFI portfolio in the Community Banking segment and our own MSR portfolio in the Mortgage Originations segment for which it earns intersegment revenue on a fee per loan basis. Our continued growth in our subservicing business and the strength of our platform has made us the 6th largest subservicer in the nation.
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 For the Years Ended December 31,
Mortgage Servicing20202019
(Dollars in millions)
Summary of Operations
Net interest income$18 $16 
Loan fees and charges66 32 
Loan administration income151 124 
Total noninterest income217 156 
Compensation and benefits46 28 
Loan processing expense36 36 
Other noninterest expense79 59 
Total noninterest expense161 123 
Income before indirect overhead allocations and income taxes74 49 
Indirect overhead allocation(19)(18)
Provision for income taxes12 
Net income$43 $25 
Key Metrics
Average number of residential loans serviced1,088,028975,851
Number of FTE employees630480

The Mortgage Servicing segment revenue viareported net income of $43 million for the year ended December 31, 2020, compared to net income of $25 million for the year ended December 31, 2019. The $18 million increase in net income was driven by a $61 million increase in noninterest income. The increase was due to the decline in LIBOR-based fees paid to sub-servicing customers on custodial deposits and higher ancillary income driven by increases in forbearance and loss mitigation activities. In addition, subservicing fee income increased due to an intercompany service fee allocation.increase in the number of loans in payment deferral which carry a higher servicing charge. This was partially offset by an $18 million increase in compensation and benefits expense primarily due to business growth and bringing default servicing in-house in late 2019. Other noninterest expense increased $20 million driven by an increase in software costs, corporate allocations and a $7 million increase related to a specific project that is nearly complete.




The following table presents residential loans serviced and the number of accounts associated with those loans.
December 31, 2020December 31, 2019
Unpaid Principal Balance (1)Number of AccountsUnpaid Principal Balance (1)Number of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)$178,606 867,799 $194,638 918,662 
Serviced for others (3)38,026 151,081 24,003 105,469 
Serviced for own loan portfolio (4)10,079 66,519 9,536 66,526 
Total residential loans serviced$226,711 1,085,399 $228,177 1,090,657 
 December 31, 2017 December 31, 2016 December 31, 2015
 
Unpaid Principal Balance (1)
 Number of accounts Unpaid Principal Balance (1) Number of accounts Unpaid Principal Balance (1) Number of accounts
 (Dollars in millions)
Residential loan servicing           
Serviced for own loan portfolio (2)
$7,013
 29,493
 $5,816
 29,244
 $6,088
 30,683
Serviced for others25,073
 103,137
 31,207
 133,270
 26,145
 118,662
Subserviced for others (3)
65,864
 309,814
 43,127
 220,075
 40,287
 211,937
Total residential loans serviced$97,950
 442,444
 $80,150
 382,589
 $72,520
 361,282
(1)UPB, net of write downs, does not include premiums or discounts.
(1)UPB, net of write downs, does not include premiums or discounts.
(2)Includes LHFI (residential first mortgage and home equity), LHFS (residential first mortgage), loans with government guarantees (residential first mortgage), and repossessed assets.
(3)Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs. Includes repossessed assets.
(2)Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3)Loans for which Flagstar owns the MSR.
(4)Includes LHFI (residential first mortgage and home equity), LHFS (residential first mortgage), LGG (residential first mortgage), and repossessed assets.
    
At December 31, 2017,2020, the number of residential loans serviced and the UPB of those loans increased by 59,855 and $17.8 billion, respectively, comparedremained relatively flat to December 31, 2016. Loans subserviced for others drove the increase in total residential loans serviced by increasing 89,739 loans and $22.7 billion UPB, offset by a decrease2019, despite high levels of loans serviced for others of 30,133 loans and $6.1 billion UPB, over the same period.

The shift in loan servicing categories was primarily due to large bulk sales of MSRs that occurred during 2017 of which werefinance activity. We retained subservicing. Consistent with our strategy to grow our subservicing business,on 85.0 percent of the $33.2$12.2 billion UPB of MSRs sold during 2017, we retained subservicing on 84 percent of these sales. Our continued growth in our subservicing business has made us the 8th largest subservicer in the nation with capacity for further growth as we continue to subservice loans originated by Flagstar as well as those originated by others. Our platform and capabilities make us an attractive and comprehensive option to owners of MSRs as our service offerings also include MSR lending, servicing advanced lending and recapture services.2020.


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Loans Serviced for OthersMortgage Originations


The following table presents the characteristics    We are a leading national originator of theresidential first mortgages. Our Mortgage Originations segment utilizes multiple distribution channels to originate or acquire one-to-four family residential mortgage loans serviced for others.
 At December 31,
 2017 2016 2015
 (Dollars in millions)
Average UPB per loan$243
 $234
 $220
Weighted average service fee (basis points)28.8
 26.6
 27.4
Weighted average coupon4.05% 3.88% 4.12%
Weighted average original maturity (months)330
 325
 337
Weighted average age (months)11
 15
 15
Average current FICO score (1)
728
 746
 733
Average original LTV ratio77.7% 71.9% 77.9%
Housing Price Index LTV, as recalculated (2)
73.3% 65.6% 71.7%
      
Delinquencies:     
30-59 days past due$250
 $155
 $198
60-89 days past due71
 26
 45
90 days or greater past due125
 102
 80
Total past due$446
 $283
 $323
(1)Current FICO scores obtained at various times during the life of the loan.
(2)The HPI LTV is updated from the original LTV based on Metropolitan Statistical Area-level OFHEO data as of September 30, 2017.



Loans Subserviced for Others

The following table presents the characteristics of theon a national scale, primarily to sell. We originate and retain certain mortgage loans subserviced for others.in our LHFI portfolio which generate interest income in the Mortgage Originations segment.
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 At December 31,
 2017 2016 2015
 (Dollars in millions)
Average UPB per loan (thousands)$213
 $196
 $190
Weighted average service fee (basis points)28.3
 31.0
 29.7
Weighted average coupon3.85% 3.83% 3.97%
Weighted average original maturity (months)307
 337
 334
Weighted average age (months)36
 39
 40
Average current FICO score (1)
734
 728
 737
Average original LTV ratio71.1% 81.1% 78.4%
Housing Price Index LTV, as recalculated (2)
62.4% 65.3% 62.1%
      
Delinquencies:     
30-59 days past due$954
 $614
 $567
60-89 days past due276
 164
 197
90 days or greater past due692
 441
 529
Total past due$1,922
 $1,219
 $1,293
(1)Current FICO scores obtained at various times during the life of the loan.
(2)The HPI LTV is updated from the original LTV based on Metropolitan Statistical Area-level OFHEO data as of September 30, 2017.
 For the Years Ended December 31,
Mortgage Originations20202019
(Dollars in millions)
Summary of Operations
Net interest income$191 $145 
(Benefit) provision for credit losses(11)
Net interest income after provision for credit losses202 143 
Net gain on loan sales969 349 
Loan fees and charges98 67 
Loan administration expense(35)(24)
Net return on mortgage servicing rights10 
Other noninterest income12 
Total noninterest income1,050 410 
Compensation and benefits161 111 
Commissions230 109 
Loan processing expense55 36 
Other noninterest expense136 90 
Total noninterest expense582 346 
Income before indirect overhead allocations and income taxes669 207 
Indirect overhead allocation(60)(42)
Provision for income taxes128 35 
Net income$481 $130 
Key Metrics
Mortgage rate lock commitments (fallout-adjusted) (1)(2)$52,000 $32,300 
Noninterest expense to closing volume1.20 %1.06 %
Number of FTE employees2,001 1,512 

Other

The Other segment includes(1)Fallout-adjusted refers to mortgage rate lock commitments which are adjusted by a percentage of mortgage loans in the treasury functions, funding revenue associated with stockholders' equity,pipeline that are not expected to close based on previous historical experience and the impactlevel of interest rate risk management, the impact of balance sheet funding activities, and miscellaneous other expenses of a corporate nature. Treasury functions include administering the investment securities portfolios, balance sheet funding, and interest rate risk management. In addition, the Other segment includes revenue and expenses related to treasury and corporate assets and liabilities and equity not directly assigned or allocatedrates.
(2)Rounded to the Community Banking,nearest hundred million.

    The Mortgage Originations or Mortgage Servicing segments.

Operating Segments' Performance

The net income (loss) by operating segment is presented in the following table:
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Community Banking$39
 $46
 $26
Mortgage Originations110
 119
 149
Mortgage Servicing(15) (13) (28)
Other(71) 19
 11
Total net income (loss)$63
 $171
 $158

Community Banking

2017 compared to 2016

During the year ended December 31, 2017, the Community Banking segment reported net income of $39 million, compared to net income of $46$481 million for the year ended December 31, 2016. The $7 million decrease was primarily due to a $15 million increase in other noninterest expense primarily driven by higher compensation and benefits expense to support strategic growth initiatives and increased FDIC premiums due to higher balances. In addition, the provision for loan losses increased $14 million and noninterest income decreased $11 million, driven by a decrease in net gain on loan sales, primarily


due to the sale of performing residential loans out of the LHFI portfolio during 2016. These decreases were partially offset by an increase in net interest income of $32 million, primarily due to loan growth as our CRE and C&I portfolios increased by $671 million and $427 million, respectively, during the year ended December 31, 2017.

20162020, compared to 2015

During the year ended December 31, 2016, the Community Banking segment had net income of $46 million, compared to net income of $26$130 million for the year ended December 31, 2015, primarily due to a $352019. The $351 million increase in net interest income resulting from growth in our warehouse, commercial, and home builder finance loan balances along with an increase in netwas primarily driven by the following:

Net gain on loan sales of $21increased $620 million primarily driven by the sale of performing residential first mortgage loans out of the LHFI portfolio duringto $969 million, as compared to $349 million for the year ended December 31, 2016. These2019. FOAL increased $19.6 billion, or 61 percent, to $52.0 billion, primarily driven by the low interest rate environment that fueled a strong overall mortgage market. The net gain on loan sale margin increased 83 basis points to 1.86 percent for the year ended December 31, 2020, as compared to 1.03 percent for the year ended December 31, 2019, reflecting our management of volume level within our channels and products to fit our fulfillment capacity, made possible by demand due to favorable market conditions. This has led to a higher mix of retail closings (30 percent in 2020 compared to 21 percent in 2019).
Net interest income increased $46 million primarily due to $1.6 billion higher average LHFS balances resulting from increased mortgage production.
Loan fees and charges, commissions and loan processing expense all increased due to $15.6 billion higher closings and a volume mix increase in the higher-margin retail channel.
Other noninterest expense increased $46 million driven by a $33 million increase in the intersegment expense allocations. This primarily related to the provision for credit losses increases werefrom the impact of the degradation of economic forecasts used in our ACL models and credit downgrades related to those loans most impacted by the COVID-19 pandemic. In addition, the final performance-related expense related to our Opes Advisors acquisition was $11 million higher than in the prior year.

Mortgage origination distribution channels

    Correspondent. In the correspondent channels, an unaffiliated bank or mortgage company completes the loan paperwork in their name and funds the loan at closing. After the bank or mortgage company has funded the transaction, we purchase the loan at an agreed upon price. Correspondents apply to the Bank and may be approved for delegated underwriting
38


authority. Delegated correspondents assume the risks associated with the underwriting of the loan and earn more on loans sold compared to non-delegated correspondents. Non-delegated correspondents earn commissions and administrative fees for closing and funding loans which are then underwritten by the Bank. Loans originated through the correspondent lending channel typically result in a lower gain on sale margin but also have lower costs. When purchasing correspondent loans individually or in bulk, we perform a full review of each loan to ensure we only purchase loans originated in accordance with our underwriting guidelines. At December 31, 2020, we had active relationships with more than 520 delegated correspondents and over 530 non-delegated correspondents serving borrowers in all 50 states.

Broker. In a broker transaction, an unaffiliated mortgage broker completes several steps of the loan origination process including the loan paperwork, but the loans are underwritten by us on a loan-level basis to our underwriting standards and we fund and close the loan in the Bank's name, thereby becoming the lender of record. At December 31, 2020, we had active broker relationships with nearly 1,400 mortgage brokers servicing borrowers in all 50 states.
    Retail. In our distributed retail channel, loans are originated through our nationwide network of stand-alone home loan centers. At December 31, 2020, we maintained 141 retail locations in 28 states. In a direct-to-consumer lending transaction, loans are originated through our direct-to-consumer team or from one of our two national call centers, both of which may leverage our existing customer relationships. Most aspects of the retail lending process are completed internally, including the origination documentation (inclusive of customer disclosures), and we fund the loan at closing. Loans in the retail channel typically have higher internal costs but also higher gain on sale margins.

    The following tables disclose residential first mortgage loan closings by channel, type and mix (rounded to the nearest hundred million):
At December 31,
20202019
(Dollars in millions)
Correspondent$22,900 $21,800 
Broker11,000 4,100 
Retail14,400 6,800 
Total$48,300 $32,700 
Purchase closings$17,500 $17,100 
Refinance closings30,800 15,600 
Total$48,300 $32,700 
Conventional$37,900 $19,400 
Government3,500 7,200 
Jumbo6,900 6,100 
Total$48,300 $32,700 

Mortgage Servicing

    The Mortgage Servicing segment services loans when we hold the MSR asset and subservices mortgage loans for others through a scalable servicing platform on a fee for service basis. The loans we service generate custodial deposits which provide a stable funding source supporting interest-earning asset generation in the Community Banking and Mortgage Originations segments. We earn income from other segments for the use of non-interest bearing escrows. Revenue for serviced and subserviced loans is earned on a contractual fee basis, with the fees varying based on our responsibilities and the delinquency or payment status of the underlying loans. Along with these contractual fees, we may also collect ancillary fees related to these loans. The Mortgage Servicing segment also services residential mortgages for our LHFI portfolio in the Community Banking segment and our own MSR portfolio in the Mortgage Originations segment for which it earns intersegment revenue on a fee per loan basis. Our continued growth in our subservicing business and the strength of our platform has made us the 6th largest subservicer in the nation.
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 For the Years Ended December 31,
Mortgage Servicing20202019
(Dollars in millions)
Summary of Operations
Net interest income$18 $16 
Loan fees and charges66 32 
Loan administration income151 124 
Total noninterest income217 156 
Compensation and benefits46 28 
Loan processing expense36 36 
Other noninterest expense79 59 
Total noninterest expense161 123 
Income before indirect overhead allocations and income taxes74 49 
Indirect overhead allocation(19)(18)
Provision for income taxes12 
Net income$43 $25 
Key Metrics
Average number of residential loans serviced1,088,028975,851
Number of FTE employees630480

The Mortgage Servicing segment reported net income of $43 million for the year ended December 31, 2020, compared to net income of $25 million for the year ended December 31, 2019. The $18 million increase in net income was driven by a $61 million increase in noninterest income. The increase was due to the decline in LIBOR-based fees paid to sub-servicing customers on custodial deposits and higher ancillary income driven by increases in forbearance and loss mitigation activities. In addition, subservicing fee income increased due to an increase in the number of loans in payment deferral which carry a higher servicing charge. This was partially offset by a $19an $18 million increase in othercompensation and benefits expense primarily due to business growth and bringing default servicing in-house in late 2019. Other noninterest expense increased $20 million driven by personnelan increase in software costs, corporate allocations and a $7 million increase related expensesto a specific project that is nearly complete.

The following table presents residential loans serviced and higher advertising expenses which have supported our strategic growth initiatives. In addition, the benefitnumber of accounts associated with those loans.
December 31, 2020December 31, 2019
Unpaid Principal Balance (1)Number of AccountsUnpaid Principal Balance (1)Number of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)$178,606 867,799 $194,638 918,662 
Serviced for others (3)38,026 151,081 24,003 105,469 
Serviced for own loan portfolio (4)10,079 66,519 9,536 66,526 
Total residential loans serviced$226,711 1,085,399 $228,177 1,090,657 
(1)UPB, net of write downs, does not include premiums or discounts.
(2)Loans subserviced for loan losses decreased $9 million due to highera fee for non-Flagstar owned loans or MSRs. Includes temporary short-term subservicing performed as a result of sales of nonperformingservicing-released MSRs.
(3)Loans for which Flagstar owns the MSR.
(4)Includes LHFI (residential first mortgage and interest-onlyhome equity), LHFS (residential first mortgage), LGG (residential first mortgage), and repossessed assets.
    At December 31, 2020, the number of residential loans in 2015 which drove a provision benefitserviced and the UPB of $19 million.those loans remained relatively flat to December 31, 2019, despite high levels of refinance activity. We retained subservicing on 85.0 percent of the $12.2 billion UPB of MSRs sold during 2020.


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Mortgage Originations


2017 compared    We are a leading national originator of residential first mortgages. Our Mortgage Originations segment utilizes multiple distribution channels to 2016originate or acquire one-to-four family residential mortgage loans on a national scale, primarily to sell. We originate and retain certain mortgage loans in our LHFI portfolio which generate interest income in the Mortgage Originations segment.

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 For the Years Ended December 31,
Mortgage Originations20202019
(Dollars in millions)
Summary of Operations
Net interest income$191 $145 
(Benefit) provision for credit losses(11)
Net interest income after provision for credit losses202 143 
Net gain on loan sales969 349 
Loan fees and charges98 67 
Loan administration expense(35)(24)
Net return on mortgage servicing rights10 
Other noninterest income12 
Total noninterest income1,050 410 
Compensation and benefits161 111 
Commissions230 109 
Loan processing expense55 36 
Other noninterest expense136 90 
Total noninterest expense582 346 
Income before indirect overhead allocations and income taxes669 207 
Indirect overhead allocation(60)(42)
Provision for income taxes128 35 
Net income$481 $130 
Key Metrics
Mortgage rate lock commitments (fallout-adjusted) (1)(2)$52,000 $32,300 
Noninterest expense to closing volume1.20 %1.06 %
Number of FTE employees2,001 1,512 
(1)Fallout-adjusted refers to mortgage rate lock commitments which are adjusted by a percentage of mortgage loans in the pipeline that are not expected to close based on previous historical experience and the level of interest rates.
(2)Rounded to the nearest hundred million.

The Mortgage Originations segment reported net income decreased $9of $481 million to $110 million duringfor the year ended December 31, 2017,2020, compared to $119$130 million duringfor the year ended December 31, 2016.2019. The decrease$351 million increase was primarily due to a $65 million increase in other noninterest expense driven by expenses associated with growth initiatives, which included an increase in compensation and benefits and higher commissions resulting from the acquisition of Opes Advisors and an increase in mortgage volume. In addition, netfollowing:

Net gain on loan sales decreased $32increased $620 million driven by a 21 basis point decrease in margin resulting from competitive factors and a shift in product mix with higher correspondent volume resulting from acquisitions. These decreases were partially offset by a $48to $969 million, increase in net return on MSRs. Additionally, net interest income increased $39 million resulting from increased mortgage volume and longer turn times to take advantage of attractive spreads.

2016as compared to 2015

The Mortgage Originations segment net income decreased $30$349 million to $119 million duringfor the year ended December 31, 2016, compared2019. FOAL increased $19.6 billion, or 61 percent, to $149 million during the year ended December 31, 2015. The decrease was$52.0 billion, primarily due to a $43 million decrease in noninterest income primarily attributable to lower net return on MSRs resulting from higher prepayments and an increased probability of prepayment assumption driven by the low interest rate environment experienced throughoutthat fueled a strong overall mortgage market. The net gain on loan sale margin increased 83 basis points to 1.86 percent for the year.year ended December 31, 2020, as compared to 1.03 percent for the year ended December 31, 2019, reflecting our management of volume level within our channels and products to fit our fulfillment capacity, made possible by demand due to favorable market conditions. This was offset by an increasehas led to a higher mix of $10 millionretail closings (30 percent in net2020 compared to 21 percent in 2019).
Net interest income increased $46 million primarily resulting fromdue to $1.6 billion higher average LHFS balances resulting from increased mortgage production.
Loan fees and charges, commissions and loan processing expense all increased due to $15.6 billion higher closings and a volume mix increase in 2016.the higher-margin retail channel.
Other noninterest expense increased $46 million driven by a $33 million increase in the intersegment expense allocations. This primarily related to the provision for credit losses increases from the impact of the degradation of economic forecasts used in our ACL models and credit downgrades related to those loans most impacted by the COVID-19 pandemic. In addition, the final performance-related expense related to our Opes Advisors acquisition was $11 million higher than in the prior year.


Mortgage origination distribution channels

    Correspondent. In the correspondent channels, an unaffiliated bank or mortgage company completes the loan paperwork in their name and funds the loan at closing. After the bank or mortgage company has funded the transaction, we purchase the loan at an agreed upon price. Correspondents apply to the Bank and may be approved for delegated underwriting
38


authority. Delegated correspondents assume the risks associated with the underwriting of the loan and earn more on loans sold compared to non-delegated correspondents. Non-delegated correspondents earn commissions and administrative fees for closing and funding loans which are then underwritten by the Bank. Loans originated through the correspondent lending channel typically result in a lower gain on sale margin but also have lower costs. When purchasing correspondent loans individually or in bulk, we perform a full review of each loan to ensure we only purchase loans originated in accordance with our underwriting guidelines. At December 31, 2020, we had active relationships with more than 520 delegated correspondents and over 530 non-delegated correspondents serving borrowers in all 50 states.

Broker. In a broker transaction, an unaffiliated mortgage broker completes several steps of the loan origination process including the loan paperwork, but the loans are underwritten by us on a loan-level basis to our underwriting standards and we fund and close the loan in the Bank's name, thereby becoming the lender of record. At December 31, 2020, we had active broker relationships with nearly 1,400 mortgage brokers servicing borrowers in all 50 states.
    Retail. In our distributed retail channel, loans are originated through our nationwide network of stand-alone home loan centers. At December 31, 2020, we maintained 141 retail locations in 28 states. In a direct-to-consumer lending transaction, loans are originated through our direct-to-consumer team or from one of our two national call centers, both of which may leverage our existing customer relationships. Most aspects of the retail lending process are completed internally, including the origination documentation (inclusive of customer disclosures), and we fund the loan at closing. Loans in the retail channel typically have higher internal costs but also higher gain on sale margins.

    The following tables disclose residential first mortgage loan closings by channel, type and mix (rounded to the nearest hundred million):
At December 31,
20202019
(Dollars in millions)
Correspondent$22,900 $21,800 
Broker11,000 4,100 
Retail14,400 6,800 
Total$48,300 $32,700 
Purchase closings$17,500 $17,100 
Refinance closings30,800 15,600 
Total$48,300 $32,700 
Conventional$37,900 $19,400 
Government3,500 7,200 
Jumbo6,900 6,100 
Total$48,300 $32,700 

Mortgage Servicing


2017 compared    The Mortgage Servicing segment services loans when we hold the MSR asset and subservices mortgage loans for others through a scalable servicing platform on a fee for service basis. The loans we service generate custodial deposits which provide a stable funding source supporting interest-earning asset generation in the Community Banking and Mortgage Originations segments. We earn income from other segments for the use of non-interest bearing escrows. Revenue for serviced and subserviced loans is earned on a contractual fee basis, with the fees varying based on our responsibilities and the delinquency or payment status of the underlying loans. Along with these contractual fees, we may also collect ancillary fees related to 2016these loans. The Mortgage Servicing segment also services residential mortgages for our LHFI portfolio in the Community Banking segment and our own MSR portfolio in the Mortgage Originations segment for which it earns intersegment revenue on a fee per loan basis. Our continued growth in our subservicing business and the strength of our platform has made us the 6th largest subservicer in the nation.

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 For the Years Ended December 31,
Mortgage Servicing20202019
(Dollars in millions)
Summary of Operations
Net interest income$18 $16 
Loan fees and charges66 32 
Loan administration income151 124 
Total noninterest income217 156 
Compensation and benefits46 28 
Loan processing expense36 36 
Other noninterest expense79 59 
Total noninterest expense161 123 
Income before indirect overhead allocations and income taxes74 49 
Indirect overhead allocation(19)(18)
Provision for income taxes12 
Net income$43 $25 
Key Metrics
Average number of residential loans serviced1,088,028975,851
Number of FTE employees630480

The Mortgage Servicing segment reported a net lossincome of $15$43 million for the year ended December 31, 2017,2020, compared to a net lossincome of $13$25 million for the year ended December 31, 2016.2019. The decrease$18 million increase in net income was primarilydriven by a $61 million increase in noninterest income. The increase was due to lower loan administration income resulting from higher amountsthe decline in LIBOR-based fees paid to subservice clients forsub-servicing customers on custodial balances which isdeposits and higher ancillary income driven by higher market ratesincreases in forbearance and loss mitigation activities. In addition, subservicing fee income increased volume. Additionally, lower company controlled deposits drove a decrease in net interest income. These decreases were partially offset by higher noninterest income primarily due to an increase in the number of loans in payment deferral which carry a higher servicing charge. This was partially offset by an $18 million increase in compensation and benefits expense primarily due to business growth and bringing default servicing in-house in late 2019. Other noninterest expense increased $20 million driven by an increase in software costs, corporate allocations and a $7 million increase related to a specific project that is nearly complete.

The following table presents residential loans serviced and the number of accounts associated with those loans.
December 31, 2020December 31, 2019
Unpaid Principal Balance (1)Number of AccountsUnpaid Principal Balance (1)Number of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)$178,606 867,799 $194,638 918,662 
Serviced for others (3)38,026 151,081 24,003 105,469 
Serviced for own loan portfolio (4)10,079 66,519 9,536 66,526 
Total residential loans serviced$226,711 1,085,399 $228,177 1,090,657 
(1)UPB, net of write downs, does not include premiums or discounts.
(2)Loans subserviced for others, which grew by nearly 90,000a fee for non-Flagstar owned loans or 40.8MSRs. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3)Loans for which Flagstar owns the MSR.
(4)Includes LHFI (residential first mortgage and home equity), LHFS (residential first mortgage), LGG (residential first mortgage), and repossessed assets.
    At December 31, 2020, the number of residential loans serviced and the UPB of those loans remained relatively flat to December 31, 2019, despite high levels of refinance activity. We retained subservicing on 85.0 percent of the $12.2 billion UPB of MSRs sold during 2020.

40


Loans Serviced for Others

    The following table presents the characteristics of the mortgage loans serviced for others.
At December 31,
20202019
 (Dollars in millions)
Average UPB per loan$252 $228 
Weighted average service fee (basis points)33.6 39.9 
Weighted average coupon3.66 %4.39 %
Weighted average original maturity (months)337 350 
Weighted average age (months)16 19 
Average updated FICO score731 701 
Average original LTV ratio78.4 %86.8 %
Housing Price Index LTV, as recalculated (1)72.2 %79.1 %
Payment Status (UPB) (2):
30-59 days past due$623 $727 
60-89 days past due333 225 
90 days or greater past due2,496 134 
Total past due$3,452 $1,086 
(1)The HPI LTV is updated from the original LTV based on Metropolitan Statistical Area-level FHFA data as of December 31, 2020.
(2)Includes loans in forbearance that continue to be aged for payment status purposes.

Loans Subserviced for Others

    The following table presents the UPB based on payment status of the mortgage loans subserviced for others.
At December 31,
20202019
 (Dollars in millions)
Payment Status (UPB) (1):
30-59 days past due$3,052 $3,752 
60-89 days past due1,357 1,001 
90 days or greater past due11,530 1,948 
Total past due$15,939 $6,701 
(1)Includes loans in forbearance that continue to be aged for payment status purposes.

Other

    The Other segment includes the treasury functions, which include the impact of interest rate risk management, balance sheet funding activities and the investment securities portfolios, as well as other expenses of a corporate nature, including corporate staff, risk management, and legal expenses, which are charged to the line of business segments. The Other segment charges each operating segment a daily funds transfer pricing rate on their average assets which resets more rapidly than the underlying borrowing costs resulting in an asset sensitive position. In addition, the Other segment includes revenue and expenses not directly assigned or allocated to the Community Banking, Mortgage Originations or Mortgage Servicing segments.
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 For the Years Ended December 31,
Other20202019
(Dollars in millions)
Summary of Operations
Net interest income$(94)$(9)
Provision (benefit) for credit losses157 (4)
Net interest income after provision (benefit) for credit losses(251)(5)
Loan administration income(29)(67)
Other noninterest income26 65 
Total noninterest income(3)(2)
Compensation and benefits151 135 
Loan processing expense
Other noninterest expense(125)
Total noninterest expense28 143 
Income before indirect overhead allocations and income taxes(281)(150)
Indirect overhead allocation119 101 
Benefit for income taxes(16)(17)
Net loss$(146)$(32)
Key Metrics
Number of FTE employees1,319 1,144 

    The Other segment reported a net loss of $146 million for the year ended December 31, 20172020, compared to a net loss of $32 million for the year ended December 31, 2019. The $114 million increase in loss was primarily due to a $85 million decrease in net interest income as a result of our overall asset sensitive position and the lower average rates during the year ended December 31, 2020 as compared to the year ended December 31, 2016.

2016 compared to 2015

2019. The Mortgage Servicing segment reported a net loss of $13 million for the year ended December 31, 2016, compared to2019 also included a net loss of $28$25 million benefit from the DOJ Liability fair value adjustment. The provision for the year ended December 31, 2015. The improvement wascredit losses increased $149 million primarily due to a $20 million increasechanges in the forecasts of economic conditions and impacts of COVID-19. With the adoption of CECL on January 1, 2020, the difference between the consolidated provision for credit losses and the sum of total net interest income resulting from higher funds transfer pricing earned on company controlled depositscharge-offs and higher interest recoveries on modified loans with government guarantees. This increase was partially offset by a decreasethe change in loan balances continue to be assigned to the Other segment. However, this amount now includes changes related to the economic forecasts, model changes, qualitative adjustments and credit downgrades. The provision for credit losses is then directly allocated to the other applicable segments through other noninterest income due to a lower overall volumeexpense. The majority of performing and default loans serviced.



Other

2017 compared to 2016

For the year ended December 31, 2017,all other activity within the Other segment reported net loss of $71 million for the year ended December 31, 2017, compared to net income of $19 million for the year ended December 31, 2016. The decrease in net incomelargely offsets and is primarily dueallocated back to the charge to the provision for income taxes of approximately $80 million, resulting from the new tax legislation that required revaluation of our DTAs at a lower corporate statutory rate. In addition, the prior year saw an increase inoperating segments, recorded as contra other noninterest income primarily due to the $24 million decrease in the fair value of the DOJ settlement liability.expense.

2016 compared to 2015

For the year ended December 31, 2016, the Other segment reported net income of $19 million, as compared to net income of $11 million for the year ended December 31, 2015. The improvement was primarily due to an increase in noninterest income due to a $24 million decrease in the fair value of the DOJ settlement liability, and an increase from the improved cash surrender value of bank owned life insurance. These increases were primarily offset by an increase in interest expense due to higher average outstanding FHLB advances and senior debt issued for TARP redemption.


RISK MANAGEMENT


Like all financial services companies, we engage    Certain risks are inherent in our business activities and assume the related risks. The risks we are subject to in the normal course of business, include, but are not limited to, operational, strategic, credit, regulatory compliance, legal, reputation,reputational, liquidity, market operational and strategic.cybersecurity. We have made significant investmentscontinuously invest in our risk management activities which are focused on ensuring we properly identify, measure and manage such risks across the entire enterprise to maintain safety and soundness and maximize profitability. We hold capital to protect us from unexpected loss arising from these risks.


A comprehensive discussion of risks affecting us can be found in the Risk Factors section included in Item 1A. of this Form 10-K. Some of the more significant processes used to manage and control credit, market, liquidity and operational risks are described in the following paragraphs.


Credit Risk


Credit risk is the risk of loss to us arising from an obligor’s inability or failure to meet contractual payment or performance terms. We provide loans, extend credit, and enter into financial derivative contracts, all of which have related credit risk. We manage credit risk using a thorough process designed to ensure we make prudent and consistent credit decisions. The process was developed with a focus on utilizing risk-based limits and credit concentrations while emphasizing diversification on a geographic, industry and customer level. The process utilizes documented underwriting guidelines, comprehensive documentation standards, and ongoing portfolio monitoring including the timely review and resolution of credits experiencing deterioration. These activities, along with the management of credit policies and credit officers’ delegated authority, are centrally managed by our credit risk team.


We maintain a strict credit limit,limits, in compliance with regulatory requirements, in order to maintain a diversified loan portfolio and manage its credit exposure to any one borrower or obligor.requirements. Under the Home Owners Loan Act ("HOLA"), savings associations are generally subject to national bank limits on loans to one borrower. Generally, per HOLA, the Bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15 percent of Tier 1 andplus Tier 2 capital plusand any portion of
42


the allowance for loan lossesACL not included in the Tier 2 capital, whichcapital. This limit was $251$396 million as of December 31, 2017.2020. We maintain a more conservative maximum internal Bank credit limit than required by HOLA, of $100 million (commitment level) to any one borrower/obligor relationship, with the exception of warehouse borrower/obligor relationships which is more conservative thanhave a higher internal Bank limit of $150 million. During 2020, the Board approved the extension of short-term “overlines” to certain warehouse borrowers as all advances are fully collateralized by residential mortgage loans and this asset class has had very low levels of historical loss, resulting in a temporary increase of the warehouse borrower limit required by HOLA. Additionally, weto $175 million. We have a tracking and reporting process to monitor lending concentration levels, and all credit exposures to onea single or related borrower that exceed $50 million must be approved by the Board of Directors.

    Our commercial loan portfolio has been built on our relationship-based lending strategy. We provide financing and banking products to our commercial customers in our core banking footprint and will follow those established customer relationships to meet their financing needs in areas outside of our footprint. We have also formed relationship lending on a national scale through our home builder finance and warehouse lending businesses. At December 31, 2020, we had $12.1 billion in our commercial loan portfolio with our warehouse lending and home builder finance businesses accounting for 70 percent of the total. Of the remaining commercial loans in our portfolio, the majority of CRE and C&I loans were with customers who have established relationships within our core banking footprint.

    Credit risk within the commercial loan portfolio is managed using concentration limits based on line of business, industry, geography and product type. This is managed through the use of strict underwriting guidelines detailed in credit policies, ongoing loan level reviews, monitoring of the concentration limits and continuous portfolio risk management reporting. The commercial credit policy outlines the risks and underwriting requirements and provides a framework for all credit and lending activities. Our commercial loan credit policies consider maturity and amortization terms, maximum LTVs, minimum debt service coverage ratios, construction loan monitoring procedures, appraisal requirements, pro-forma analysis requirements and thresholds for product specific advance rates.

We typically originate loans on a recourse basis with full or partial guarantees. On a limited basis, we may approve loans without recourse if sufficient consideration is provided in the loan structure. Non-recourse loans primarily have low LTVs, strong cash flow coverage or other mitigating factors supporting the lack of a guaranty. These guidelines also require an appraisal of pledged collateral prior to closing and on an as-needed basis when market conditions justify. We contract with a variety of independent licensed professional firms to conduct appraisals that are in compliance with our internal commercial credit and appraisal policies and regulatory requirements.

Our commercial loan portfolio includes leveraged lending. The Bank defines a transaction as leveraged when two or more of the following conditions exist: 1) proceeds from the loan are used for buyouts, acquisitions, recapitalization or capital distributions, 2) the borrower's total funded debt to EBITDA ratio is greater than four or Senior Funded Debt to EBITDA ratio is greater than three, 3) the borrower has a high debt to net worth ratio within its industry or sector as defined by internal limits, and 4) debt leverage significantly exceeds industry norms or historical levels for leverage as defined by internal limits. Leveraged lending transactions typically result in leverage ratios that are significantly above industry norms or historical levels. Our leveraged lending portfolio and other loan portfolios with above-average default probabilities tend to behave similarly during a downturn in the general economy or a downturn within a specific sector. Consequently, we take steps to avoid undue concentrations by setting limits consistent with our appetite for risk and our financial capacity. In addition, there are specific underwriting conditions set for our leveraged loan portfolio and there is additional emphasis on certain items beyond the standard underwriting process including synergies, collateral shortfall and projections.

    Our commercial loan portfolio also includes loans that are part of the SNC Program. A SNC is defined as any loan or loan commitment totaling at least $100 million that is shared by three or more federally regulated institutions. On an annual basis, a joint regulatory task force performs a risk assessment of all SNCs. When completed, these risk ratings are shared and our risk rating must be no better than the risk rating listed in the SNC assessment. Exposure and credit quality for SNCs are carefully monitored and reported internally.

For our commercial real estate portfolio, including owner and nonowner-occupied properties and home builder finance lending, we obtain independent appraisals as part of our underwriting and monitoring process. These appraisals are reviewed by an internal appraisal group that is independent from our sales and credit teams.

The majorityhome builder finance group is a national relationship-based lending platform that focuses on markets with strong housing fundamentals and higher population growth potential. The team primarily originates construction and development loans. We generally lend in metropolitan areas or counties where verifiable market statistics and data are readily available to support underwriting and ongoing monitoring. We also evaluate the jurisdictions and laws, demographic trends (age, population
43


and income), housing characteristics and economic indicators (unemployment, economic growth, household income trends) for the geographies where our borrowers primarily operate. We engage independent licensed professionals to supply market studies and feasibility reports, environmental assessments and project site inspections to complement the procedures we perform internally. Further, we perform ongoing monitoring of the projects including periodic inspections of collateral and annual portfolio and individual credit reviews.

    The consumer loan portfolio has been built on strong underwriting criteria and within concentration limits intended to diversify our risk profile. We have built our consumer loan portfolio by adding high quality first mortgage loans to our balance sheet making up 55 percent of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending. We manage our credit risk by establishing sound credit policies for underwriting and adhering to well controlled processes. We utilize various credit risk management and monitoring activities to mitigate risks associated with loans that we hold, acquire, and originate.total consumer loan portfolio at December 31, 2020.



Loans held-for-investment

Loan Originations
    
The following table presents loan originations by portfolio:
 For the Years Ended December 31,
 2017 2016
 (Dollars in millions)
Consumer loans   
Residential first mortgage$34,408
 $32,417
Home equity (1)
336
 195
Total consumer loans34,744
 32,612
Commercial loans (2)
1,215
 687
Total loan originations$35,959
 $33,299
(1)Includes second mortgage loans, HELOC loans, and other consumer loans.
(2)Includes commercial real estate and commercial and industrial loans.

Loans held-for-investment

The following table summarizes the amortized cost of our loans held-for-investment by category:

 At December 31,
 2020% of Total2019% of Total2018% of Total
 (Dollars in millions)
Consumer loans
Residential first mortgage$2,266 14.0 %$3,154 26.0 %$2,999 33.0 %
Home equity (1)856 5.2 %1,024 8.4 %731 8.0 %
Other1,004 6.2 %729 6.0 %314 3.5 %
Total consumer loans4,126 25.4 %4,907 40.4 %4,044 44.5 %
Commercial loans
Commercial real estate3,061 18.9 %2,828 23.3 %2,152 23.6 %
Commercial and industrial1,382 8.5 %1,634 13.5 %1,433 15.8 %
Warehouse lending7,658 47.2 %2,760 22.8 %1,459 16.1 %
Total commercial loans12,101 74.6 %7,222 59.6 %5,044 55.5 %
Total loans held-for-investment$16,227 100.0 %$12,129 100.0 %$9,088 100.0 %
(1)Includes second mortgages, HELOCs, and HELOANs.
 At December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
Consumer loans         
Residential first mortgage$2,754
 $2,327
 $3,100
 $2,193
 $2,509
Home equity664
 443
 519
 406
 460
Other25
 28
 31
 31
 37
Total consumer loans3,443
 2,798
 3,650
 2,630
 3,006
Commercial loans         
Commercial real estate (1)
1,932
 1,261
 814
 620
 409
Commercial and industrial1,196
 769
 552
 429
 217
Warehouse lending1,142
 1,237
 1,336
 769
 424
Total commercial loans4,270
 3,267
 2,702
 1,818
 1,050
Total loans held-for-investment$7,713
 $6,065
 $6,352
 $4,448
 $4,056
(1)Includes NBV of $307 million, $244 million, $188 million, $142 million, and $82 million of owner occupied commercial real estate loans at December 31, 2017, December 31, 2016, December 31, 2015, December 31, 2014, and December 31, 2013, respectively.


Loans held-for-investment increased $1.6 billion at December 31, 2017, from December 31, 2016. The increase was primarily due    Prior to ourMarch 2020 we had continued effort to grow both the consumer and commercial loan portfolios.

The commercial loan portfolio growth strengthensstrengthen our Community Banking segment by improving margins throughgrowing our consumer and commercial real estate LHFI. Due to the additionsCOVID-19 pandemic, subsequent to March 2020 we have focused on managing credit in our CRE and C&I portfolios while growing our lower-risk, higher return warehouse lending portfolio. This drove growth in our commercial portfolio of higher yielding loans. The commercial$4.9 billion, or 68 percent, from December 31, 2019 to December 31, 2020. Our consumer loan portfolio has grown $1.0 billion,decreased $781 million, or 3116 percent, sincefrom December 31, 2016. During the year ended2019 to December 31, 2017, our CRE portfolio grew $6712020, as a $275 million increase in other consumer loans was more than offset by a $888 million decrease in residential first mortgage loans due to higher refinance activity and C&I $427 million.lower new closings to the HFI portfolio.



The following table provides a comparison of activity in our LHFI portfolio:

 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Balance, beginning of year$12,129 $9,088 $7,713 
Loans originated and purchased1,992 3,268 2,113 
Change in lines of credit9,663 6,381 3,973 
Loan amortization / prepayments(7,001)(6,480)(4,425)
All other activity(556)(128)(286)
Balance, end of year$16,227 $12,129 $9,088 

 For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
Balance, beginning of year$6,065
 $6,352
 $4,448
 $4,056
 $5,438
Loans originated and purchased2,170
 1,771
 2,975
 894
 868
Change in lines of credit2,982
 957
 678
 424
 380
Loans transferred from loans held-for-sale1
 2
 32
 56
 64
Loans transferred to loans held-for-sale(130) (1,309) (1,198) (509) (832)
Loan amortization / prepayments(3,373) (1,700) (569) (451) (1,687)
Loans transferred to repossessed assets(2) (8) (14) (22) (175)
Balance, end of year$7,713
 $6,065
 $6,352
 $4,448
 $4,056

For further information, see Note 4 - Loans Held-for-Investment.

Residential first mortgage loans. We originate or purchase various types of conforming and non-conforming fixed and adjustable rate loans underwritten using Fannie Mae and Freddie Mac guidelines for the purpose of purchasing or refinancing owner occupied and second home properties. We typically hold certain mortgage loans in LHFI that do not qualify for sale to the Agencies and that have an acceptable yield and risk profile. The LTV requirements on our residential first mortgage loans vary depending on occupancy, property type, loan amount and FICO scores. Loans with LTVs exceeding 80 percent are required to obtain mortgage insurance. We hold for investment, higher yieldingAs of December 31, 2020, loans in this portfolio had an average current FICO score of 739 and loans that will diversify or enhance the interest rate characteristicsan average LTV of our balance sheet.60 percent.
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The following table presents amortized cost our total residential first mortgage LHFI by major category:
At December 31,
20202019
(Dollars in millions)
Estimated LTVs (1)
Less than 80% and refreshed current FICO scores (2):
Equal to or greater than 660$1,408 $2,263 
Less than 66065 93 
80% and greater and refreshed current FICO scores (2):
Equal to or greater than 660685 687 
Less than 660108 111 
Total$2,266 $3,154 
Geographic region
California$806 $1,205 
Michigan435 442 
Texas150 214 
Washington126 205 
Florida108 181 
Colorado57 84 
New York55 68 
Illinois51 95 
Arizona50 79 
New Jersey34 44 
Other394 537 
Total$2,266 $3,154 
 At December 31,
 2017 2016
 (Dollars in millions)
Current estimated LTV ratios   
Less than 80% and refreshed FICO scores (1):
   
Equal to or greater than 660$2,441
 $2,077
Less than 66073
 95
80% and greater and refreshed FICO scores (1):
   
Equal to or greater than 660168
 78
Less than 66012
 9
U.S. government guaranteed60
 68
Total$2,754
 $2,327
Geographic region   
California$1,127
 $858
Michigan275
 236
Florida201
 193
Texas182
 138
Washington169
 136
Illinois101
 84
Arizona76
 65
Colorado69
 60
Maryland65
 59
New York62
 68
Others427
 430
Total$2,754
 $2,327
(1)FICO scores are updated at least on a quarterly basis or more frequently if available.

(1)LTVs reflect loan balance at the date reported, as a percentage of property values as appraised at loan closing.

(2)FICO scores are updated at least on a quarterly basis or more frequently, if available.


    The following table presents amortized cost our total residential first mortgage LHFI as of December 31, 2020, by year of closing:
20202019201820172016 and PriorTotal
(Dollars in millions)
Residential first mortgage loans$382 $586 $261 $307 $730 $2,266 
Percent of total16.9 %25.9 %11.5 %13.5 %32.2 %100.0 %

Home equity. Our home equity portfolio includes first andHELOANs, second lien positions for HELOANsmortgage loans, and HELOCs. These loans require full documentation and are underwritten and priced in an effort to ensure high credit quality and loan profitability. Our debt-to-income ratio on HELOANSHELOANs and HELOCs is capped at 43 percent and for HELOCs is capped at 45 percent.percent, respectively. We currently limit the maximum CLTV to 89.99 percent and FICO scores to a minimum of 660. Current second700. Second mortgage loans/HELOANSloans and HELOANs are fixed rate loans and are available with terms up to 1520 years. HELOC loans are variable-rate loans that contain a 10-year interest only draw period followed by a 20-year amortizing period. At December 31, 2020, HELOCs and HELOANs in a first lien position totaled $192 million. As of December 31, 2020, loans in this portfolio had an average current FICO score of 745 and an average CLTV of 71 percent.


    Other consumer loans. Our other consumer loan portfolio consists of secured and unsecured loans originated through our indirect lending business, third-party closings and our Community Banking segment.

45


The following table presents amortized cost of our other consumer loan portfolio by purchase type:
December 31, 2020December 31, 2019
Balance% of PortfolioBalance% of Portfolio
 (Dollars in millions)
Indirect lending$744 74 %$577 79 %
Point of sale211 21 %63 %
Other49 %89 12 %
Total other consumer loans$1,004 100 %$729 100 %

At December 31, 2020, other consumer loans increased to $1.0 billion compared to $0.7 billion at December 31, 2019. This increase is primarily due to growth in our non-auto, boat and recreational vehicle indirect lending business of which 67 percent is secured by boats and 33 percent secured by recreational vehicles and our point of sale portfolio. As of December 31, 2020, loans in our indirect portfolio had an average current FICO score of 748. Point of sale loans consist of unsecured consumer installment loans originated for home improvement purposes through a third-party financial technology company who also provides us a level of credit loss protection.

Commercial real estate loans. The commercial real estate portfolio contains loans collateralized by diversified property types which are primarily income producing in the normal course of business. The majority of our retail exposure is to neighborhood centers and single tenant locations, which include pharmacies and hardware stores. Generally, the maximum LTV is 80 percent, or 90 percent for owner-occupied real estate, and the minimum debt service coverage of 1.20. Our CRE loans primarily earn interest at a variable rate.

Our national home builder finance program within our commercial portfolio contained $2.0 billion in commitments with $784 million in outstanding loans as of December 31, 2020. Certain of these loans are collateralized and included in our CRE portfolio while the remaining loans are unsecured and included in our C&I portfolio.

    As of December 31, 2020, our CRE portfolio included $210 million of SNCs and one leveraged lending loan of $4 million. The SNC portfolio had fifteen borrowers with an average amortized cost of $14 million and an average commitment of $20 million. There were no nonperforming SNC or leveraged loans as of December 31, 2020, and no SNC or leveraged loans outstanding were rated as special mention or substandard.

The following table presents amortized cost of our total CRE LHFI by collateral location and collateral type:
MITXCAOHFLOtherTotal% by collateral type
(Dollars in millions)
December 31, 2020
Home builder$29 $170 $114 $— $100 $309 $722 23.6 %
Owner occupied288 27 46 371 12.1 %
Multi family220 93 45 45 18 102 523 17.1 %
Retail (1)162 — 55 — 64 287 9.4 %
Office187 19 — 70 282 9.2 %
Hotel143 — 25 22 — 89 279 9.1 %
Senior living facility78 26 — 35 39 184 6.0 %
Industrial56 — 27 — 33 124 4.1 %
Parking garage/lot48 — 35 94 3.1 %
Land - residential (2)— — 21 0.7 %
Shopping mall— — 15 — — — 15 0.5 %
Single family residence (3)— — — — 0.1 %
All other (4)14 48 24 — 19 50 155 5.0 %
Total$1,232 $368 $291 $167 $158 $845 $3,061 100.0 %
Percent by state40.2 %12.0 %9.5 %5.5 %5.2 %27.6 %100.0 %
(1)Includes multipurpose retail space, neighborhood centers, shopping centers and single-use retail space.
(2)Loans secured by land. Land residential includes development and unimproved vacant land.
(3)Loans secured by 1-4 single family residence properties.
(4)All other primarily includes: mini-storage facilities, data centers, movie theaters, etc.

46


Commercial and industrial loans. Commercial and industrial LHFI facilities typically include lines of credit and term loans and leases to businesses for use in normal business operations to finance working capital, equipment and capital purchases, acquisitions and expansion projects. We lend to customers with a history of profitability and a long-term business model. Generally, leverage conforms to industry standards and the minimum debt service coverage is 1.20 times. MostThe majority of our C&I loans earn interest at a variable rate.


In 2016, we launched an equipment finance and leasing program to complement our existing commercial and industrial lending channel and in 2017, we saw solid, consistent growth in this business. During the year endedAs of December 31, 2017, we2020, our C&I portfolio included $665 million of SNCs. We are the lead bank on 22 percent of the SNCs. The services sector and the financial and insurance sector comprised the majority of the portfolio's amortized cost with 22 and 43 percent of the balance, respectively. The SNC portfolio had $4forty-six borrowers with an average amortized cost of $15 million and an average commitment of $27 million. There were no NPLs or loans rated as special mention as of December 31, 2020, and loans totaling $26 million of amortized cost were rated as substandard.

    As of December 31, 2020, our C&I portfolio included $344 million of leveraged lending, of which $223 million were SNCs. The manufacturing sector comprised 48 percent of the leveraged lending portfolio, and the financial and insurance sector comprised 25 percent. As of December 31, 2020, there were two NPLs totaling $15 million, one special mention loan totaling $9 million and four substandard loans totaling $30 million. Included in the financial and insurance sector within our C&I portfolio are $132 million in earnings relatedloans outstanding to this business as compared4 borrowers that are collateralized by MSR assets. Our amounts outstanding to less than $1those borrowers range from $6 million forto $74 million and the year end December 31, 2016.ratio of the loan outstanding to the fair market value of the collateral ranges from 9 percent to 45 percent.

The following table presents amortized cost of our total C&I LHFI by borrower's geographic location and industry type:type as defined by North American Industry Classification System:
MICAOHINWITXMNNYFLCTOtherTotal% by industry
(Dollars in millions)
December 31, 2020
Financial & Insurance$39 $19 $19 $13 $$30 $43 $82 $74 $$136 $461 33.5 %
Services114 11 — 34 21 — — 42 67 295 21.3 %
Manufacturing156 30 12 — — — — 64 277 20.0 %
Home Builder Finance— 12 — — — 47 — — — — 60 4.3 %
Rental & Leasing84 — — — — — — — — — 32 116 8.4 %
Distribution85 13 — — — — — — 14 115 8.3 %
Healthcare14 — — — — — — — 20 1.4 %
Government & Education— — — — — — — 13 — 18 1.3 %
Servicing Advances— — — — — — — — — — 16 16 1.2 %
Commodities— — — — — — — — 0.3 %
Total$484 $77 $53 $21 $$123 $64 $82 $75 $60 $334 1,382 100.0 %
Percent by state35.0 %5.6 %3.8 %1.5 %0.7 %8.9 %4.6 %5.9 %5.4 %4.3 %24.3 %100.0 %
 Michigan Texas Virginia California Tennessee Other Total % by industry
 (Dollars in millions)
December 31, 2017               
Industry Type               
Financial & Insurance$15
 $9
 $70
 $
 $14
 $222
 $330
 27.6%
Services (1)
78
 74
 
 34
 
 118
 304
 25.4%
Manufacturing64
 5
 
 23
 
 97
 189
 15.8%
Healthcare26
 7
 
 1
 43
 29
 106
 8.9%
Distribution81
 
 
 10
 
 
 91
 7.6%
Servicing advances31
 
 
 
 
 50
 81
 6.8%
Rental & leasing49
 
 
 
 
 26
 75
 6.3%
Government & education5
 
 
 
 
 6
 11
 0.9%
Commodities
 
 
 
 
 9
 9
 0.8%
Total$349
 $95
 $70
 $68
 $57
 $557
 $1,196
 100.0%
Percent by state29.2% 7.9% 5.9% 5.7% 4.8% 46.6% 100.0%  
(1)Includes unsecured home builder loans of $104 million.


Commercial real estate loans. Flagstar has a well-diversified commercial real estate portfolio, largely based in Michigan. The portfolio has limited exposure to big box retail centers and contains only one mall. The majority of our retail exposure is to high-quality, single tenant locations, including many drug stores, all of which are underwritten on strong credit metrics. Generally, the maximum LTV is 80 percent, or 85 percent for owner-occupied real estate, and debt service coverage of 1.20 to 1.35 times. This portfolio also includes owner occupied real estate loans and secured home builder loans.

In 2016, we launched    Warehouse lending. We have a national home builder finance program to grow our balance sheet, increase commercial deposits and develop incremental revenue through our retail purchase mortgage channel. We finance and have active relationshipsplatform with homebuilders nationwide. At December 31, 2017, loans committed to home builders totaled $1.1 billion, of which $601 million was drawn or used. Of that, $104 million was unsecured and included in our C&I portfolio and $497 million is collateralized and included in eitherrelationship managers across the single family residence or land-residential categories of our CRE portfolio.


The following table presents our total CRE LHFI by collateral location and collateral type:
 Michigan Texas Colorado Florida California Other 
Total (1)
 % by collateral type
 (Dollars in millions)  
December 31, 2017               
Collateral Type               
Single family residence (2)
$70
 $72
 $91
 $78
 $52
 $48
 $411
 21.3%
Multi family120
 35
 11
 13
 
 82
 261
 13.5%
Retail (3)
171
 4
 6
 2
 
 65
 248
 12.8%
Industrial123
 4
 
 2
 11
 75
 215
 11.1%
Office176
 
 
 3
 16
 3
 198
 10.2%
Land - Residential (4)
9
 22
 41
 25
 34
 37
 168
 8.7%
Hotel/motel86
 17
 
 
 
 19
 122
 6.3%
Senior living facility27
 
 
 
 
 62
 89
 4.6%
Parking garage/Lot72
 
 
 
 
 
 72
 3.7%
Non Profit38
 
 
 3
 2
 4
 47
 2.4%
Shopping Mall (5)

 
 
 
 
 27
 27
 1.4%
All other (6)
45
 1
 
 12
 
 16
 74
 3.8%
Total$936
 $155
 $149
 $138
 $115
 $439
 $1,932
 100.0%
Percent by state48.5% 8.0% 7.7% 7.1% 6.0% 22.7% 100.0%  
(1)Includes $307 million of commercial owner occupied real estate loans at December 31, 2017.
(2)Includes home builder loans secured by SFR 1-4 properties whether under construction or completed.
(3)Includes multipurpose retail space, neighborhood centers, strip centers and single-use retail space
(4)Includes home builder loans secured by land. Land residential includes development and unimproved vacant land.
(5)Comprised of one shopping mall.
(6)All other primarily includes: marina, movie theater, condominium, data centers etc.

Warehouse lending. country. We offer warehouse lines of credit to other mortgage lenders which allow the lender to fund the closing of residential mortgage loans. Each extension, advance, or draw-down on the line is fully collateralized by residential mortgage loans and is paid off when the lender sells the loan to an outside investor or, in some instances, to the Bank. ForIn response to COVID-19, we have increased credit requirements for government loans and lowered the year ended December 31, 2017, the warehouse advance amount ofrate for loans sold to the Bank totaled $10.8 billionthat we believe have higher risk, as well as not accepting jumbo or 37.4 percent. For the year ended December 31, 2016, the warehouse advance amount ofnon-qualified mortgage loans sold to the Bank totaled $14.4 billion or 40.9 percent. In addition, on February 20, 2018 we announced the pending acquisition of a mortgage warehouse loan portfolio from Santander Bank which will strengthen our national relationship-based lending platform, bring on a seasoned sales and operations team, and offer strong growth potential with a scalable platform. The acquisition is expected to close during the first quarter of 2018.as collateral.


Underlying mortgage loans are predominantly originated using the Agencies' underwriting standards. The guideline for debt to tangible net worth is 15 to 1. We have a national platform with relationship managers across the country. The aggregate committed amount of adjustable-rate warehouse lines of credit granted to other mortgage lenders at December 31, 20172020 was $2.8$10.5 billion, of which $1.1$7.7 billion was outstanding, compared to $2.9$4.8 billion at December 31, 2016,2019, of which $1.2$2.8 billion was outstanding.
47






Loan Principal Payments


The following tables set forth the expected repayment of our LHFI, both as fixed rate and adjustable-rate loans:
 December 31, 2020
 Within 1 Year1 Year to 5 Years5 Years to 15 YearsOver 15 YearsTotals (1)
 (Dollars in millions)
Fixed Rate Loans
Residential first mortgage$13 $55 $147 $239 $454 
Home equity22 56 — 83 
Other consumer43 203 727 — 973 
Commercial real estate32 99 — — 131 
Commercial and industrial27 124 — 152 
Commercial lease financing— — 
Total fixed rate loans$122 $507 $931 $239 $239 $1,799 
Adjustable Rate Loans
Residential first mortgage$42 $185 $604 $964 $1,795 
Home equity14 62 217 464 757 
Commercial real estate1,158 1,776 — — 2,934 
Commercial and industrial432 792 — — 1,224 
Warehouse lending7,931 — — — 7,931 
Total adjustable rate loans$9,577 $2,815 $821 $1,428 $14,641 
(1)UPB, net of write downs, does not include premiums or discounts.
 December 31, 2017
 Within 1 Year 1 Year to 5 Years Over 5 Years 
Totals (1)
 (Dollars in millions)
Fixed Rate Loans       
Residential first mortgage$8
 $35
 $198
 $241
Home Equity6
 30
 62
 98
Other consumer6
 13
 6
 25
Commercial real estate17
 38
 
 55
Commercial and industrial36
 141
 90
 267
Total fixed rate loans$73
 $257
 $356
 $686
        
Adjustable Rate Loans       
Residential first mortgage$56
 $244
 $2,192
 $2,492
Home Equity9
 42
 502
 553
Commercial real estate615
 1,277
 
 1,892
Commercial and industrial335
 598
 
 933
Warehouse lending1,172
 
 
 1,172
Total adjustable rate loans$2,187
 $2,161
 $2,694
 $7,042
(1)
UPB, net of write downs, does not include premiums or discounts.


Credit Quality


Trends    Our focus on effectively managing credit risk through our careful underwriting standards and processes has resulted in strong trends in certain credit quality characteristics such as nonperforming loans and past due statistics remain very strong and continue to show improvement. This is predominantly a result of effectively managing credit risks and sales of legacy portfolios that included nonperforming and TDR loans which have been replaced by new loans with strong credit characteristics.in our loan portfolios. The credit quality of our loan portfolios is demonstrated by low delinquency levels, minimal charge-offs and low levels of nonperforming loans.NPLs.

    
For all loan categories within the consumer and commercial loan portfolio, loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due (or nonperforming), or earlier when we become aware of information indicating that collection of principal and interest is in doubt. While it is the goal of managementManagement to collect on loans, we attempt to work out a satisfactory repayment schedule or modification with past due borrowers and will undertake foreclosure proceedings if the delinquency is not satisfactorily resolved. Our practices regarding past due loans are designed to both assist borrowers in meeting their contractual obligations and minimize losses incurred by the Bank. When a loan is placed on nonaccrual status, the accrued interest income is reversed. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible.



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Nonperforming assets

The following table sets forth certain information about our nonperforming assets:
 At December 31,
 202020192018
(Dollars in millions)
LHFI
Residential first mortgages$23 $13 $11 
Home equity
Other consumer— 
CRE— — 
C&I15 — — 
Total nonperforming LHFI46 16 12 
TDRs
Residential first mortgages
Home equity
Total nonperforming TDRs10 10 10 
Total nonperforming LHFI and TDRs (1)56 26 22 
Real estate and other nonperforming assets, net10 
LHFS10 
Total nonperforming assets$73 $41 $39 
Nonperforming assets to total assets (2)0.21 %0.15 %0.16 %
Nonperforming LHFI and TDRs to LHFI0.34 %0.21 %0.24 %
Nonperforming assets to LHFI and repossessed assets (2)0.40 %0.30 %0.32 %
 At December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
LHFI         
Consumer Loans         
Residential first mortgages$12
 $18
 $27
 $72
 $92
Home equity1
 4
 2
 2
 6
Commercial         
Commercial real estate
 
 
 
 1
Commercial and industrial
 
 2
 
 
Total nonperforming LHFI13
 22
 31
 74
 99
TDRS         
Consumer Loans         
Residential first mortgages12
 11
 27
 43
 43
Home equity4
 7
 8
 3
 4
Total nonperforming TDRs16
 18
 35
 46
 47
Total nonperforming LHFI and TDRs (1)
29
 40
 66
 120
 146
Real estate and other nonperforming assets, net8
 14
 17
 19
 36
LHFS9
 6
 12
 15
 1
Total nonperforming assets$46
 $60
 $95
 $154
 $183
Nonperforming assets to total assets (2)
0.22% 0.39% 0.61% 1.41% 1.94%
Nonperforming LHFI and TDRs to LHFI0.38% 0.67% 1.05% 2.71% 3.59%
Net charge-offs to average LHFI (annualized) (1)
0.12% 0.52% 1.85% 1.07% 4.00%
Nonperforming assets to LHFI and repossessed assets (2)
0.48% 0.90% 1.32% 3.12% 4.46%
Nonperforming assets to Tier 1 capital (to adjusted total assets) + ALLL (2)(3)
2.36% 3.93% 5.12% 9.50% 12.45%
(1)Includes less than 90 days past due performing loans placed on nonaccrual. Interest is not being accrued on these loans.
(2)Ratio excludes LHFS.
(3)Refer to MD&A - Use of Non-GAAP Financial Measures for calculation of ratio.

(1)Includes less than 90 day past due performing loans placed on nonaccrual. Interest is not being accrued on these loans.
(2)Ratio excludes LHFS, which are recorded at fair value.

At December 31, 2017,2020, we had $46$73 million of nonperforming assets compared to $60$41 million of nonperforming assets at December 31, 2016. This decrease was primarily due to a $9 million decrease in nonperforming LHFI at December 31, 2017 compared to December 31, 2016. As reflected in the table above, our nonperforming loans have decreased substantially and we have experienced continued improvements in our credit quality ratios since December 31, 2013. The overall improvement in our nonperforming assets credit quality ratios is due to our continued effort to grow our loan portfolio with strong credit quality loans, combined with a slowing emergence of nonperforming loans driven by decreased levels of delinquencies.2019.


In addition to our focus of improving our loan portfolio with strong credit quality loans, we strove to de-risk our balance sheet by selling nonperforming loans. During the year ended December 31, 2017, we sold $25 million UPB of nonperforming consumer loans which included $11 million UPB of TDRs, as compared to $110 million UPB of nonperforming consumer loans during the year ended December 31, 2016. During the years ended December 31, 2015, 2014, and 2013, we sold $436 million UPB of nonperforming loans which included $327 million UPB of TDRs, $92 million UPB of nonperforming loans which included $30 million UPB of TDRs, and $508 million UPB of nonperforming loans which included $318 million UPB of TDRs, respectively.
49





Delinquencies

The following table sets forth activity related to our total nonperforming LHFI and TDRs:
For the Three Months Ended,For the Year Ended,
December 31,
2020
September 30,
2020
December 31, 2020December 31, 2019
(Dollars in millions)
Beginning balance$45 $33 $26 $22 
Additions1517 54 88 
Reductions— — 
Principal payments(3)(3)(14)(44)
Charge-offs(1)(2)(5)(36)
Return to performing status— (1)(6)(2)
Transfers to REO— — (2)
Total nonperforming LHFI and TDRs (1)$56 $45 $56 $26 
(1)Includes less than 90 day past due performing LHFIloans which are deemed nonaccrual. Interest is not being accrued on these loans.

Delinquencies

    The following table sets forth loans 30-89 days past due 30-89 days:
in our LHFI portfolio:
For the Years Ended December 31,As of December 31,
2017 2016 2015 2014 2013202020192018
(Dollars in millions)(Dollars in millions)
Performing loans past due 30-89:         Performing loans past due 30-89:
Consumer loans         Consumer loans
Residential first mortgage$4
 $6
 $10
 $37
 $56
Residential first mortgage$$$
Home equity1
 3
 3
 7
 5
Home equity
Other
 1
 1
 
 
Other consumerOther consumer— 
Total consumer loansTotal consumer loans15 14 
CRECRE20 — — 
C&IC&I— — 
Total commercial loansTotal commercial loans22 — — 
Total performing loans past due 30-89 days$5
 $10
 $14
 $44
 $61
Total performing loans past due 30-89 days$37 $14 $


Early stage delinquencies remained low with theLoans 30 to 89 days past due loans decreasing to $5were $37 million and $14 million at December 31, 2017, compared to $10 million at December 31, 2016, due to our continued focus on growing our loan portfolio with stronger credit quality loans. There were no past due commercial loans at December 31, 20172020 and December 31, 2016.2019, respectively.


For further information see Note 4 - Loans Held-for-Investment.

Payment Deferrals

Beginning in March 2020, as a response to COVID-19, we offered our consumer borrowers principal and interest payment deferrals, forbearance and/or extensions. Consumer borrowers were not required to provide proof of hardship to be granted forbearance or payment deferral. Typically, payment history is the primary tool used to identify consumer borrowers who are experiencing financial difficulty. Forbearance or payment deferrals make this determination more challenging. In addition, consumer borrowers who have requested forbearance or payment deferrals are not being aged and remain in the aging category they were in prior to forbearance or payment deferral.

50


    The table below summarizes borrowers in our consumer loan portfolios that are in forbearance or were granted a payment deferral:
As of December 31, 2020As of September 30, 2020
 Number of BorrowersUPBPercent of PortfolioNumber of BorrowersUPBPercent of Portfolio
(Dollars in millions)
Loans Held-For-Investment
Consumer loans
Residential first mortgage697$209 9.3 %819$255 10.4 %
Home equity31528 3.4 %82162 6.9 %
Other consumer41814 1.4 %88740 4.2 %
Total consumer loan deferrals/forbearance1,430$251 6.2 %2,527$357 8.3 %
Loans Held-For-Sale
Residential first mortgage80$39 6.8 %142$71 1.6 %

As of December 31, 2020, commercial borrowers requested and were granted $22 million of payment deferrals, and, of that amount, $14 million are deferrals of both principal and interest payments and $8 million are deferrals of principal only. Commercial borrowers who have requested payment deferrals are not being aged and remain in the aging category they were in prior to payment deferral.

The table below summarizes borrowers in our commercial loan portfolios that have requested and received payment deferral:
As of December 31, 2020As of September 30, 2020
Number of BorrowersUPBPercent of PortfolioNumber of BorrowersUPBPercent of Portfolio
(Dollars in millions)
Loans Held-For-Investment
Automotive— $— — %$1.5 %
Leisure & entertainment— — — %— 0.1 %
Other— — %11 0.6 %
Total C&I deferrals— — %14 0.6 %
Hotel14 5.0 %28 10.8 %
Land21.2 %— — — %
Other2.2 %11 0.4 %
Total CRE deferrals22 — %10 39 1.3 %
Total commercial loan deferrals (1)$22 — %24 $47 1.0 %
(1)Percent shown excludes warehouse loans.

51



The table below summarizes the percent of our residential loan servicing portfolio in forbearance as of December 31, 2020:
Loans in Forbearance
Borrowers making October, November and December PaymentsRemaining BorrowersTotal Loans in Forbearance
Total Population
Unpaid Principal Balance (1)Number of accountsUnpaid Principal Balance (1)Number of accountsUnpaid Principal Balance (1)Number of accountsPercent of UPBPercent of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)$178,614 867,825 $1,785 8,851 $13,036 59,704 8.3 %7.9 %
Serviced for others (3) (4)38,014 151,038 402 1,773 3,023 12,343 9.0 %9.3 %
Serviced for own loan portfolio (5)10,083 66,536 69 574 487 2,064 5.5 %4.0 %
Total loans serviced$226,711 1,085,399 $2,256 11,198 $16,546 74,111 8.3 %7.9 %
(1)UPB, net of write downs, does not include premiums or discounts.
(2)Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3)Loans for which Flagstar owns the MSR.
(4)Of the $1.9 billion of GNMA repurchase options on the balance sheet as of December 31, 2020, $1.8 billion relates to loans in forbearance and are included in remaining borrowers.
(5)Includes LHFI (residential first mortgage, home equity and other consumer), LHFS (residential first mortgage), and LGG (residential first mortgage).

The table below summarizes the percent of our residential loan servicing portfolio in forbearance as of September 30, 2020:
Loans in Forbearance
Borrowers making July, August and September PaymentsRemaining BorrowersTotal Loans in Forbearance
Total Population
Unpaid Principal Balance (1)Number of accountsUnpaid Principal Balance (1)Number of accountsUnpaid Principal Balance (1)Number of accountsPercent of UPBPercent of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)$180,981 893,559 $5,654 26,529 $15,103 67,192 11.5 %10.5 %
Serviced for others (3)(4)37,908 148,868 950 3,908 3,081 12,217 10.6 %10.8 %
Serviced for own loan portfolio (5)8,469 62,486 196 1,792 468 1,886 7.8 %5.9 %
Total loans serviced$227,358 1,104,913 $6,800 32,229 $18,652 81,295 11.2 %10.3 %
(1) UPB, net of write downs, does not include premiums or discounts.
(2) Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3) Loans for which Flagstar owns the MSR.
(4) Of the $1.8 billion of GNMA repurchase options on the balance sheet as of September 30, 2020, $1.7 billion relates to loans in forbearance and are included in remaining borrowers.
(5) Includes LHFI (residential first mortgage, home equity and other consumer), LHFS (residential first mortgage), LGG (residential first mortgage), and repossessed assets.

As the MSR owner for loans serviced for others, the Agencies require us to advance payments on past due loans as follows:

Principal and InterestTaxes and Insurance
Fannie Mae and Freddie Mac4 monthsNo time limit
GNMANo time limitNo time limit

We believe that we have ample liquidity to handle servicing advances related to these loans. We initially provide advances on a short-term basis for loans we subservice and are reimbursed by the MSR owner. Our advance receivable for our subserviced loans is therefore insignificant.

52


Troubled debt restructurings (held-for-investment)


Troubled debt restructurings ("TDRs")TDRs are modified loans in which a borrower demonstrates financial difficulties and for which a concession has been granted as a result. Nonperforming TDRs are included in nonaccrual loans. TDRs remain in nonperforming status until a borrower has made payments and is current for at least six consecutive months of payments under the modified terms.months. Performing TDRs are excluded fromnot considered to be nonaccrual loans because it is reasonably assuredso long as we believe that all contractual principal and interest due under the restructured terms will be collected.

Beginning in March 2020, as a response to COVID-19, we offered our consumer and commercial customers principal and interest payment deferrals and extensions. We considered these programs in the context of whether or not the short-term modifications of these loans would constitute a TDR. We considered the Coronavirus Aid, Relief, and Economic Security Act (the "CARES Act"), interagency guidance and related guidance from the FASB, which provided that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not required to be accounted for as TDRs. As a result, we have determined that these loans are not TDRs. We believe our application of the referenced guidance and accounting for these programs is appropriate.
The following table sets forth a summary of TDRs by performing status:
For the Years Ended December 31,
202020192018
(Dollars in millions)
Performing TDRs
Consumer Loans
Residential first mortgage$19 $20 $22 
Home equity12 18 22 
Total consumer loans31 38 44 
Commercial Loans
Commercial real estate— — 
Total commercial loans— — 
Total performing TDRs36 38 44 
Nonperforming TDRs
Nonperforming TDRs
Nonperforming TDRs, performing for less than six months
Total nonperforming TDRs10 10 10 
Total TDRs$46 $48 $54 
 For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
Performing TDRs         
Residential first mortgage$19
 $22
 $49
 $306
 $332
Home equity24
 45
 52
 56
 51
Total performing TDRs43
 67
 101
 362
 383
Nonperforming TDRs         
Nonperforming TDRs5
 8
 7
 29
 26
Nonperforming TDRs at inception but performing for less than six months11
 10
 28
 17
 21
Total nonperforming TDRs16
 18
 35
 46
 47
Total TDRs (1)
$59
 $85
 $136
 $408
 $430
(1)The ALLL on consumer TDR loans totaled $13 million, $9 million, $15 million, $81 million, and $82 million at December 31, 2017, December 31, 2016, December 31, 2015, December 31, 2014, and December 31, 2013, respectively.


At December 31, 20172020, our total TDR loans decreased to $59$46 million compared to $85$48 million at December 31, 2016,2019, primarily due to our efforts to de-risk our balance sheet by selling nonperforming loans which has resulted in lower delinquency ratesprincipal payments and fewer modified loans.payoffs out-pacing new additions. Of our total TDR loans, 73.777 percent were in performing status at December 31, 2017.2020. For further information, see Note 4 - Loans Held-for-Investment.




Allowance for LoanCredit Losses


The ALLLACL represents management'sManagement's estimate of probablelifetime losses that are inherent in our LHFI portfolio but which have not yet been realized. For further information, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards and Note 4 - Loans Held-for-Investment.


53


The ALLLfollowing tables present the changes in the ACL balance for the year ended December 31, 2020:

For the Year Ended December 31, 2020
Residential First MortgageHome EquityOther ConsumerCommercial Real EstateCommercial and IndustrialWarehouse LendingTotal LHFI Portfolio (1)Unfunded CommitmentsTotal ACL
(Dollars in millions)
Beginning balance ACL$22 $14 $$38 $22 $$107 $$110 
Impact of adopting ASC 32625 12 10 (14)(6)(4)23 30 
Beginning allowance balance47 26 16 24 16 130 10 140 
Provision (benefit) for credit losses:
Loan volume(10)(4)(3)(4)
Economic forecast (2)(6)15 (3)(1)13 11 24 
Credit (3)(5)(3)(2)23 20 — 33 — 33 
Qualitative factor adjustments (4)12 11 19 21 74 — 74 
Charge-offs(6)(3)(5)— (1)— (15)— (15)
Provision for charge-offs— — 15 — 15 
Recoveries— — — — — 
Ending allowance balance$49 $25 $39 $84 $51 $$252 $28 $280 
(1) Excludes loans carried under the fair value option.
(2) Includes changes in the lifetime loss rate based on current economic forecasts as compared to forecasts used in the prior quarter.
(3) Includes changes in the probability of default and severity of default based on current borrower and guarantor characteristics, as well as individually evaluated reserves.
(4) Includes $7 million of unallocated reserve attributed to various portfolios for presentation purposes.

    The ACL was $140 million and $142$280 million at December 31, 20172020 and 2016, respectively. The decrease from$110 million at December 31, 2016 was primarily driven by continued strong credit quality, including lower levels of net charge-offs, delinquencies, and nonperforming assets, offset by growth2019. We adopted CECL on January 1, 2020. The increase in the LHFI portfolioallowance during 2020 is primarily reflective of $1.6 billion UPB.changes in our economic forecast and judgment we applied related to those forecasts and underlying borrower credit as a result of the ongoing COVID-19 pandemic. We utilized the Moody’s December scenarios in our forecast: a growth forecast, weighted at 30 percent; a baseline forecast, weighted at 40 percent; and an adverse forecast, weighted at 30 percent. Within our composite forecast, unemployment increases slightly in 2021 and begins recovering in 2022. GDP recovers slightly by the end of the year from current levels and does not return to near pre-COVID level until 2024. Median existing home prices decrease 1 percent in 2021 from their year-end highs as of December 31, 2020. We judgmentally increased the qualitative reserves by $74 million, guided by the model output from Moody's adverse scenario, our judgment relating to industries and borrowers we believe could be more exposed to the stressful conditions in our forecast, uncertainty related to loans in forbearance and our judgment regarding economic uncertainty including the impact additional government stimulus.
    
The ALLLACL as a percentage of LHFI decreased to 1.8was 1.7 percent as of December 31, 2017 from 2.42020 compared to 0.9 percent as of December 31, 2016, attributable2019. Excluding warehouse, the allowance as a percentage of LHFI was 3.2 percent at December 31, 2020 compared to growth1.1 percent at December 31, 2019. The increase in the allowance, as a percentage of $1.6 billion consistingLHFI is reflective of highthe additional increases to the allowance to reflect the change in economic and credit quality assets in both the consumer and commercial loan portfolios.forecast used during that period. At December 31, 2017,2020, we had a 2.02.8 percent and 1.4 percent allowance coverage ofon our consumer loan portfolio and a 1.6 percent allowance coverage of our commercial loan portfolio, reflecting continued low levels of delinquencies and net charge-offs in the LHFI portfolio.respectively.
The following table sets forth certain information regarding the allocation of our ALLL to each loan category:


54

 December 31, 2017
 Investment
Loan
Portfolio
 Percent
of
Portfolio
 Allowance
Amount
 Allowance as a Percentage of
Loan Portfolio
 (Dollars in millions)
Consumer loans       
Residential first mortgage$2,746
 35.7% $47
 1.7%
Home equity660
 8.6% 22
 3.3%
Other consumer25
 0.3% 1
 4.0%
Total consumer loans3,431
 44.6% 70
 2.0%
Commercial loans       
Commercial real estate1,932
 25.1% 45
 2.3%
Commercial and industrial1,196
 15.5% 19
 1.6%
Warehouse lending1,142
 14.8% 6
 0.5%
Total commercial loans4,270
 55.4% 70
 1.6%
Total loans held-for-investment (1)
$7,701
 100.0% $140
 1.8%

(1)Excludes loans carried under the fair value option.



The following tables set forth certain information regarding our ALLL and the allocation of our allowance to each loan category, including the ALLL overallowance amount as a percentage of amortized cost and average loan life:
December 31, 2020
 LHFI Portfolio (1)Percent of
Portfolio
Allowance Amount (2)Allowance as a Percent of LHFI Loan PortfolioWeighted Average Loan Life
Consumer loans
Residential first mortgage$2,251 13.9 %$49 2.2 %4
Home equity854 5.3 %25 2.9 %3
Other consumer1,004 6.2 %40 4.0 %3
Total consumer loans4,109 25.4 %114 2.8 %
Commercial loans
Commercial real estate3,060 18.9 %103 3.4 %2
Commercial and industrial1,382 8.5 %57 4.1 %2
Warehouse lending7,658 47.2 %0.1 %— 
Total commercial loans12,100 74.6 %166 1.4 %
Total consumer and commercial loans$16,209 100.0 %$280 1.7 %
Total consumer and commercial loans excluding warehouse$8,551 52.8 %$274 3.2 %
(1) Excludes loans carried under the past five years:fair value option.
(2) Includes allowance for loan losses and reserve for unfunded commitments.
December 31, 2019
 LHFI Portfolio (1)Percent of
Portfolio
Allowance Amount (2)Allowance as a Percent of LHFI Loan PortfolioWeighted Average Loan Life
Consumer loans
Residential first mortgage$3,145 26.0 %$22 0.7 %5
Home equity1,021 8.4 %14 1.4 %3
Other consumer729 6.0 %0.8 %2
Total consumer loans4,895 40.4 %42 0.9 %
Commercial loans
Commercial real estate2,828 23.3 %40 1.4 %2
Commercial and industrial1,634 13.5 %23 1.4 %1
Warehouse lending2,760 22.8 %0.2 %— 
Total commercial loans7,222 59.6 %68 0.9 %
Total consumer and commercial loans$12,117 100.0 %$110 0.9 %
Total consumer and commercial loans excluding warehouse$9,357 77.2 %$105 1.1 %
(1) Excludes loans carried under the fair value option.
(2) Includes allowance for loan losses and reserve for unfunded commitments.


55

 At December 31,
 2017 2016 2015 2014 2013
 
Allowance
Amount
Allowance to Total Loans 
Allowance
Amount
Allowance to Total Loans 
Allowance
Amount
Allowance to Total Loans 
Allowance
Amount
Allowance to Total Loans 
Allowance
Amount
Allowance to Total Loans
 (Dollars in millions)
Consumer loans              
Residential first mortgage$47
0.6% $65
1.1% $116
1.9% $234
5.6% $162
4.2%
Home equity22
0.3% 24
0.4% 32
0.5% 31
0.7% 20
0.5%
Other consumer1
% 1
% 2
% 1
% 2
0.1%
Total consumer loans70
0.9% 90
1.5% 150
2.4% 266
6.3% 184
4.8%
Commercial loans              
Commercial real estate45
0.6% 28
0.5% 18
0.3% 17
0.4% 19
0.5%
Commercial and industrial19
0.2% 17
0.3% 13
0.2% 11
0.2% 3
0.1%
Warehouse lending6
0.1% 7
0.1% 6
0.1% 3
0.1% 1
%
Total commercial loans70
0.9% 52
0.9% 37
0.6% 31
0.7% 23
0.6%
Total loans held-for-investment (1)$140
1.8% $142
2.4% $187
3.0% $297
7.0% $207
5.4%

(1)Excludes loans carried under the fair value option.
 For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
Beginning balance$142
 $187
 $297
 $207
 $305
Provision (benefit) for loan losses (1)
6
 (15) (19) 132
 70
Charge-offs         
Consumer loans         
Residential first mortgage(8) (29) (87) (38) (133)
Home equity(3) (4) (7) (9) (11)
Other consumer(2) (3) (4) (2) (4)
Total consumer loans(13) (36) (98) (49) (148)
Commercial loans         
Commercial real estate(1) 
 
 (3) (47)
Commercial and industrial
 
 (3) 
 (2)
Total commercial loans(1) 
 (3) (3) (49)
Total charge offs(14) (36) (101) (52) (197)
Recoveries         
Consumer loans         
Residential first mortgage1
 2
 3
 3
 15
Home equity2
 
 2
 1
 2
Other consumer1
 3
 3
 3
 2
Total consumer loans4
 5
 8
 7
 19
Commercial loans         
Commercial real estate1
 1
 2
 3
 10
Commercial and industrial1
 
 
 
 
Total commercial loans2
 1
 2
 3
 10
Total recoveries6
 6
 10
 10
 29
Charge-offs, net of recoveries(8) (30) (91) (42) (168)
Ending balance$140
 $142
 $187
 $297
 $207
(1)Does not include $7 million provision expense recorded in the Consolidated Statements of Operations to reserve for repossessed loans with government guarantees at December 31, 2016. There was no provision for loan losses for repossessed loans with government guarantees recorded during the years ended December 31, 2017, December 31, 2015, December 31, 2014, and December 31, 2013, respectively.



The following table providestables set forth certain information on our charge-offs and credit quality ratios:
 For the Years Ended December 31,
 2017 2016 2015 2014 2013
 (Dollars in millions)
Charge-offs, net of recoveries$8
 $30
 $91
 $42
 $168
Charge-offs associated with loans with government guarantees4
 14
 3
 
 
Charge-offs associated with the sale or transfer of nonperforming loans and TDRs1
 8
 69
 15
 69
Charge-offs, net of recoveries, adjusted (1)
$3
 $8
 $19
 $27
 $99
Net charge-offs to LHFI ratio (annualized) (2)
0.12% 0.52% 1.85% 1.07% 4.00%
Net charge-off ratio, adjusted (annualized) (1)(2)
0.05% 0.15% 0.40% 0.69% 2.36%
(1)Excludes charge-offs associated with loans with government guarantees and charge-offs associated with the sale or transfer of nonperforming loans and TDRs.
(2)Excludes loans carried under the fair value option.

Net Charge-offs forregarding nonaccrual loans, including the year ended December 31, 2017 decreased to $8 million compared to $30 million for the year ended December 31, 2016. Asallowance amount as a percentage of averagenonaccruals:
December 31, 2020December 31, 2019
 Nonaccrual Loans (3)Nonaccruals as Percent of LHFI Loan Portfolio (1)Allowance as a Percent of Nonaccruals (2)Nonaccrual Loans (3)Nonaccruals as Percent of LHFI Loan Portfolio (1)Allowance as a Percent of Nonaccruals (2)
Consumer loans
Residential first mortgage$31 1.4 %N/M$21 0.7 %N/M
Home equity0.6 %N/M0.4 %N/M
Other consumer0.2 %N/M0.1 %N/M
Total consumer loans38 0.9 %N/M26 0.5 %N/M
Commercial loans
Commercial real estate0.1 %N/M— — %N/M
Commercial and industrial15 1.1 %N/M— — %N/M
Total commercial loans18 0.1 %N/M— — %N/M
Total consumer and commercial loans$56 0.3 %N/M$26 0.2 %N/M
(1) Loan portfolio excludes loans carried under the fair value option.
(2) Allowance includes allowance for loan losses and reserve for unfunded commitments.
(3) The delinquency status for loans in forbearance are frozen for loans at inception of the forbearance period and will resume when the borrower's forbearance period ends.

Nonaccrual loans as a percentage of LHFI was 0.3 percent as of December 31, 2020 compared to 0.2 percent as of December 31, 2019. The increase in nonaccrual loan percentage is consistent with the increase in nonaccrual loans related to worsening economic conditions, offset by growth in the LHFI portfolio.

The following tables set forth certain information regarding net charge-offs for the year ended December 31, 2017 decreased to 0.12 percent from 0.52 percent for the year ended December 31, 2016. The continued improvement in net charge-offs is a result of our strong underwriting and loan quality combined with sales of nonperforming loans. During the year ended December 31, 2017 and 2016, the annualized net charge-offs as a percentage of amortized cost:
December 31, 2020December 31, 2019
 Net (charge-offs) recoveriesNet charge-offs as a Percent of Average LHFI Loan PortfolioNet (charge-offs) recoveriesNet charge-offs as a Percent of Average LHFI Loan Portfolio
Consumer loans
Residential first mortgage$(6)0.2 %$(2)0.1 %
Home equityN/M— — %
Other consumer(3)0.3 %(7)1.2 %
Total consumer loans(8)0.2 %(9)0.2 %
Commercial loans
Commercial real estate— — %— — %
Commercial and industrial(1)0.1 %(30)1.8 %
Total commercial loans(1)— %(30)0.5 %
Total consumer and commercial loans$(9)0.1 %$(39)0.4 %

Net charge-offs as a percentage of LHFI was 0.1 percent as of December 31, 2020, compared to 0.4 percent as of December 31, 2019. The decrease in net charge-offs is primarily the result of the Live Well commercial loan charge-off in the second quarter of 2019 along with growth in the average LHFI on an adjusted basis, were 0.05 percent and 0.15 percent, respectively.portfolio.
56



Market Risk


Market risk is the risk of reduced earnings and/or declines in the net market value of the balance sheet due to changes in market prices.rates. Our primary market risk is interest rate risk which impacts our net interest income, fee income related to interest sensitive activities such as mortgage originationclosing and servicing income, and loan and deposit demand.


We are subject to interest rate risk due to:


The maturity or repricing of assets and liabilities at different times or for different amounts
Differences in short-term and long-term market interest rate changes
The remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change


The Asset/Liability Committee ("ALCO"),    Our ALCO, which is composed of our executive officers and certain members of other management, monitors interest rate risk on an on-goingongoing basis in accordance with policies approved by our boardBoard of directors.Directors. The ALCO reviews interest rate positions and considers the impact projected interest rate scenarios have on earnings, capital, liquidity, business strategies, and other factors. However, managementManagement has the latitude to change interest rate positions within certain limits if, in management'sManagement's judgment, the change will enhance profitability.profitability or minimize risk.


To assess and manage interest rate risk, sensitivity analysis is used to determine the impact on earnings and the net market value of the balance sheet across various interest rate scenarios, balance sheet trends, and strategies.


Net interest income sensitivity


Management uses a simulation model to analyze the sensitivity of net interest income to changes in interest rates across various interest rate scenarios which demonstrates the level of interest rate risk inherent in the existing balance sheet. The analysis holds the current balance sheet values constant and does not take into account management intervention. In addition, we assume certain correlation rates, often referred to as a “deposit beta,” ofbeta”, for interest-bearing deposits, wherein the rates paid to customers change at a different pace when comparedrelative to changes in benchmark interest rates. The effect on net interest income over a 12 month12-month time horizon due to hypothetical changes in market interest rates is presented in the table below. In this interest rate shock test,simulation, as of the periods presented, interest rates have been adjusted by instantaneous parallel changes rather than in a ramp testsimulation which applies interest rate changes over time. All rates, short-term and long-term, are changed by the same amount (plus(e.g. plus or minus 200100 basis points) resulting in the shape of the yield curve remaining unchanged. The minus 200 basis point shock scenario is effectively a flattener scenario as rates are floored at zero given the current interest rate levels.

December 31, 2020
ScenarioNet Interest Income$ Change% Change
(Dollars in millions)
100$791$9413.5%
Constant697—%
(100)N/MN/MN/M

December 31, 2019
ScenarioNet Interest Income$ Change% Change
(Dollars in millions)
100$592$346.0%
Constant559—%
(100)520(39)(6.9)%

December 31, 2017
Scenario Net interest Income $ Change % Change
(Dollars in millions)
200 $449 $16 3.6 %
Constant 433
 
  %
(200) 397
 (37) (8.5)%
December 31, 2016
Scenario Net interest Income $ Change % Change
(Dollars in millions)
200 $321 $19 6.3 %
Constant 301
 
  %
(200) 245
 (57) (18.9)%

In the net interest income simulation,simulations, our balance sheet exhibits slight asset sensitivity. When interest rates rise our net interest income increases. Conversely, when interest rates fall our net interest income decreases. At December 31, 2017,2020, the $132$138 million increase in the net interest income in the constant scenario as compared to that at December 31, 2016,2019, was primarily driven by the increased size of the balance sheet.growth in our interest earning assets partially offset by lower short-term market rates.


As of December 31, 2017 we have also projected the potential impact to net interest income in a hypothetical "bear flattener" interest rate scenario, in which short-term interest rates have been instantaneously increased by 100 basis points while holding the longer term interest rates constant. Over a 12-month and 24-month period, based on our existing balance sheet, the simulation resulted in a loss of $40 million and $53 million, respectively.

The net interest income sensitivity analysis has certain limitations and makes various assumptions. Key elements of this interest rate risk exposure assessment include maintaining a static balance sheet and parallel rate shocks. The direction of futureFuture interest rates not moving in a parallel manner across the yield curve, how the balance sheet will respond and shift based on a change in future interest rates and how the Company will respond are not included in this analysis and limit the predictive value of these scenarios.


57


Economic value of equity


Management also utilizes (EVE),EVE, a point in time analysis of the economic value of our current balance sheet position, which measures interest rate risk over a longer term. The EVE calculation represents a hypothetical valuation of equity, and is defined as the market value of assets, less the market value of liabilities, adjusted for the market value of off-balance sheet instruments. The assessment of both the short-term earnings (Net Interest Income Sensitivity) and long-term valuation (EVE) approaches, providerather than Net Interest Income Sensitivity alone provides a more comprehensive analysis of interest rate risk exposure than Net Interest Income Sensitivity alone.exposure.
    
There are assumptions and inherent limitations in any methodology used to estimate the exposure to changes in market interest rates and as such, sensitivity calculations used in this analysis are hypothetical and should not be considered to be predictive of future results. This analysis evaluates risks to the current balance sheet only and does not incorporate future growth assumptions. Additionally, the analysis assumes interest rate changes are instantaneous and the new rate environment is constant but does not include actions managementManagement may undertake to manage risk in response to interest rate changes. Each rate scenario reflects unique prepayment and repricing assumptions. Management derives these assumptions by considering published market prepayment expectations, repricing characteristics, our historical experience, and our asset and liability management strategy. This analysis assumes that changes in interest rates may not affect or could partially affect certain instruments based on their characteristics.




The following table is a summary of the changes in our EVE that are projected to result from hypothetical changes in market interest rates.rates as well as our internal policy limits for changes in our EVE based on the different scenarios. The interest rates, as of the dates presented, are adjusted by an instantaneous parallel rate increases and decreases as indicated in the scenarios shown in the table below.
December 31, 2020December 31, 2019
ScenarioEVEEVE%$ Change% ChangeScenarioEVEEVE%$ Change% ChangePolicy Limits
(Dollars in millions)
300$3,948 12.7 %$890 29.1 %300$3,147 13.6 %$150 5.0 %(22.5)%
2003,755 12.1 %697 22.8 %2003,152 13.7 %155 5.2 %(15.0)%
1003,474 11.2 %416 13.6 %1003,103 13.5 %106 3.5 %(7.5)%
Current3,058 9.9 %— — %Current2,997 13.0 %— — %— %
(100)N/MN/MN/MN/M(100)2,832 12.3 %(165)(5.5)%7.5 %
December 31, 2017 December 31, 2016
Scenario EVE EVE% $ Change % Change Scenario EVE EVE% $ Change % Change
(Dollars in millions)
300 $1,941
 11.6% $(172) (8.1)% 300 $1,927
 13.9% $(173) (8.2)%
200 2,020
 12.0% (93) (4.4)% 200 2,005
 14.4% (95) (4.5)%
100 2,089
 12.4% (24) (1.2)% 100 2,073
 14.9% (28) (1.3)%
Current 2,113
 12.6% 
  % Current 2,100
 15.1% 
  %
(100) 2,082
 12.4% (31) (1.5)% (100) 2,067
 14.9% (33) (1.6)%


Our balance sheet exhibits liabilityasset sensitivity in a risingvarious interest rate scenarioscenarios. The increase in EVE as the EVE decreases. The decrease in EVErates raise is the result of the amount of liabilitiesassets that would be expected to reprice exceeding the amount of assets repriced in the +200 scenario. Theliabilities repriced. This increased as of December 31, 20162020 compared to December 31, 2019 due to the addition of pay fixed interest rate swaps. At December 31, 2020 and December 31, 2017 (100)2019, for each scenario shown, the percentage change in our EVE is effectively a flattener scenario as shorter term rates are unable to decrease 100 basis points due to the absolute level of rates. Therefore, the yields of the longer term variable rate assets decrease by the full 100 basis points, but the liabilities repricing to shorter term rates decrease to less than 100 basis points, leading to a reduction in EVE.within our Board policy limits.


Derivative financial instruments


As a part of our risk management strategy, we use derivative financial instruments to minimize fluctuation in earnings caused by interest ratemarket risk. We use interest rate swaps, swaptions and forward sales commitments to hedge our unclosed mortgage originationclosing pipeline and funded mortgage LHFS and MSRs.LHFS. All of our derivatives and mortgage loan production originated for sale are accounted for at fair market value. Changes to our unclosed mortgage commitmentsclosing pipeline are based on changes in fair value of the underlying loan, which is impacted most significantly by changes in interest rates and changes in the probability that the loan will not fund within the terms of the commitment, referred to as a fallout factor or, pull throughinversely, a pull-through rate. Market risk on interest rate lock commitments and mortgage LHFS is managed using corresponding forward sale commitments. The adequacy of these hedging strategies, and the ability to fully or partially hedge market risk, rely on various assumptions or projections, including a fallout factor.factor, which is based on a statistical analysis of our actual rate lock fallout history. For further information, see Note 11 - Derivative Financial Instruments and Note 2220 - Fair Value Measurements.


58


Mortgage Servicing Rights (MSRs)


Our MSRs are sensitive to interest rate volatility and are highly susceptible to prepayment risk, basis risk, market volatility and changes in the shape of the yield curve. We utilize derivatives, including interest rate swaps and other fair value assetsswaptions, as part of our overall hedging strategy to manage the impact of changes in the fair value of the MSRs, however these risk management strategies do not completely eliminate repricing risk. Our hedging strategies rely on assumptions and projections regarding assets and general market factors, many of which are outside of our control. If one or more of these assumptions or projections proves to be incorrect our hedging strategies may not adequately mitigate the impact of changes in interest rates or prepayment speeds, and as a result may negatively impact earnings. For further information, see Note 10 - Mortgage Servicing Rights and Note 11 - Derivative Financial Instruments.
 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Net return (loss) on mortgage servicing rights
Servicing fees, ancillary income and late fees (1)$107 $96 $65 
Decrease in MSR fair value due to pay-offs, pay-downs, run-off, model changes, and other(109)(89)(20)
Changes in fair value(50)(76)
Gain (loss) on MSR derivatives (2)65 76 (5)
Net transaction costs(3)(1)(6)
Total return included in net return on mortgage servicing rights$10 $$36 

(1)Servicing fees are recorded on an accrual basis. Ancillary income and late fees are recorded on a cash basis.
(2)Changes in the derivatives utilized as economic hedges to offset changes in fair value of the MSRs.

Liquidity Risk


Liquidity risk is the risk that we will not have sufficient funds, at a reasonable cost, to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects itsthe ability to, at a reasonable cost, meet loan requests,demand, to accommodate possible outflows in deposits and to take advantage of interest rate and market opportunities. The ability of a financial institution to meet current financial obligations is a function of the balance sheet structure, the ability to liquidate assets, and access to various sources of funds.


Parent Company Liquidity


The Company currently obtains its liquidity primarily from dividends from the Bank. The primary uses of the Company's liquidity are debt service, and operating expenses and the payment of cash dividends to shareholders, which includes compensationwere increased to $0.06 per share in the first quarter 2021. The Company held $250 million of senior notes at December 31, 2020 for which we provided notice that we would be redeeming these outstanding notes on December 23, 2020 and benefits, legal and professional expense and general and administrative expenses.settled on January 22, 2021. The Company holds $150 million of subordinated debt which is scheduled to mature on November 1, 2030. At December 31, 2017,2020, the Company held $196$305 million of cash on deposit at the Bank, or 3.8for approximately 1.4 years of expensefuture cash outflows for an amount sufficient to service the senior notes, repay the senior notes at maturity, pay dividends and debt service coverage.cover the operating expenses of the Company.




The OCC regulatesand the FRB regulate all capital distributions made by the Bank, directly or indirectly, to the holding company, including dividend payments. A subsidiary of a savings and loan holding company, such as the Bank, must file a notice or application with the OCC at least 30 days prior to each proposed capital distribution. Whether an application or notice is required is based on a number of factors including whether the institution qualifies for expedited treatment under the OCC rules and regulations or if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year to date plus the retained net income for the preceding two years. In addition, as a subsidiary of a savings and loan holding company,years, or the Bank must receive approval fromwould not be at least adequately capitalized following the FRB before declaring any external dividends.dividend. Additional restrictions on dividends apply if the Bank fails the QTL test.

    For the year ended As of December 31, 2017, we paid dividends of $157 million from2020, the Bank is in compliance with the QTL test. As of December 31, 2020, the Bank is able to pay dividends to the Bancorp. To support the on-going debt service and other Bancorp expenses, we also intend to reduce our Bancorp double leverage and debt to equity ratios to be more consistent with such ratios at other mid-sized banks, which would likely require further dividend payments from the Bankholding company of approximately $387 million without submitting an application to the Bancorp for the foreseeable future.OCC and remain well capitalized.

For further information and restrictions related to the Bank's payment of dividends, see MD&A - Regulatory Risks and MD&A - Capital.


Bank Liquidity
    
We primarily originate agency-eligible LHFS    Our primary sources of funding are deposits from retail and therefore the majority of new residential first mortgage loan originations are readily convertiblegovernment customers, custodial deposits related to cash, either by selling them as part of our agency sales, private party whole loan sales, or by pledging them to theloans we service and FHLB of Indianapolis and borrowing against them.borrowings. We use the FHLB of Indianapolis as a significant source for funding our residential mortgage bankingorigination business due to the flexibility in terms of being ablewhich allows us to borrow or repay borrowings as daily cash needs require.

We have arrangements with the FRB of Chicago to borrow, as appropriate, from its discount window. The discount window is also a borrowing facility that is intended to be used only for short-term liquidity needs arising from special or unusual circumstances. The amount we are allowed to borrow is based on the lendable value of the collateral that we provide. To collateralize the line, we pledge investment securities and loans that are eligible based on FRB of Chicago guidelines. At December 31, 2017 and December 31, 2016, we had no borrowings outstanding against this line of credit.

The amount we can borrow, or the value we receive for the assets pledged to our liquidity providers, varies based on the amount and type of pledged collateral, as well as the perceived market value of the assets and the "haircut" of the market
59


value of the assets. That value is sensitive to the pricing and policies of our liquidity providers and can change with little or no notice.


    Further, other sources of liquidity include our LHFS portfolio and unencumbered investment securities. We primarily originate agency-eligible LHFS and therefore the majority of new residential first mortgage loan closings are readily convertible to cash, either by selling them as part of our monthly agency sales, RMBS, private party whole loan sales, or by pledging them to the FHLB and borrowing against them. In addition, we have the ability to sell unencumbered investment securities or use them as collateral. At December 31, 2020, we had $2.2 billion available in unencumbered investment securities.

    Our primary measure of liquidity is a ratio of ready liquidity to volatile funding, the volatile funds coverage ratio (“VFCR”). The VFCR is a liquidity coverage ratio that is customized to our business and ensures we have adequate coverage to meet our liquidity needs during times of liquidity stress. Volatile funds are the portion of the Bank’s funding identified as being at a higher risk of runoff in times of stress. Ready liquidity consists of cash on reserve at the Federal Reserve and unused borrowing capacity provided by the loan and investments portfolios. The VFCR is calculated, reported, and forecasted daily as part of our liquidity management framework and was within internal policy compliance at 90 percent as of December 31, 2020.

    Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. We balance the liquidity of our loan assets to our available funding sources. Our LHFI portfolio is funded with stable core deposits whereas our warehouse loans and LHFS may be funded with FHLB borrowings and custodial deposits. Warehouse loans are typically more liquid than other loan assets, as loans are paid within a short amount of time, when the lender sells the loan to an outside investor or, in some instances, to the Bank. As not all asset categories require the same level of liquidity, our loan-to-deposit ratio shows how we manage our liquidity position, how much liquidity we have and the agility of our balance sheet. The Company's average HFI loan-to-deposit ratio was 74.5 percent for the three months ended December 31, 2020. Excluding warehouse loans, which have draws that typically pay off within a few weeks, and custodial deposits, which represent mortgage escrow accounts on deposit with the Bank, the average HFI loan-to-deposit ratio was 69.8 percent for the three months ended December 31, 2020.
As governed and defined by our internal liquidity policy, we maintain adequate excess liquidity levels appropriate to cover unanticipated liquidity needs. In addition to this liquidity, we also maintain targeted minimum levels of unused collateralized borrowing capacity as another cushion against unexpected liquidity needs. Each business day, we forecast 90 days of daily cash needs. This allows us to determine our projected near termnear-term daily cash fluctuations and also to plan and adjust, if necessary, future activities. As a result, in an adverse environment, we believe we would be able to make adjustments to operations as required to meet the liquidity needs of our business, including adjusting deposit rates to increase deposits, planning for additional FHLB borrowings, accelerating sales of LHFS (agencies and/or private), selling LHFI or investment securities, borrowing through the use of repurchase agreements, reducing originations,closings, making changes to warehouse funding facilities, or borrowing from the discount window.


Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. We balance the liquidity of our loan assets to our available funding sources. Our LHFI portfolio is funded with stable core deposits whereas our warehouse and LHFS may be funded with FHLB borrowings and company controlled deposits.

Management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity.



Liquidity Table
 December 31, 2017 December 31, 2016 Change
 (Dollars in millions)
Demand deposit accounts$1,219
 $1,134
 $85
Savings accounts3,553
 3,887
 (334)
Money market demand accounts193
 247
 (54)
Certificates of deposit/CDARS1,493
 1,056
 437
Total retail deposits6,458
 6,324
 134
Government deposits1,073
 1,030
 43
Wholesale deposits45
 
 45
Company controlled deposits1,358
 1,446
 (88)
Total deposits$8,934
 $8,800
 $134
Federal Home Loan Bank advances$5,665
 $2,980
 $2,685
Other long-term debt494
 493
 1
Total borrowed funds$6,159
 $3,473
 $2,686

Deposits

The following table sets forthpresents primary sources of funding as of the dates indicated:
December 31, 2020December 31, 2019Change
(Dollars in millions)
Retail deposits$9,971 $9,164 $807 
Government deposits1,765 1,213 552 
Wholesale deposits1,031 633 398 
Custodial deposits7,206 4,136 3,070 
Total deposits19,973 15,146 4,827 
FHLB advances and other short-term debt5,100 4,815 285 
Other long-term debt641 496 145 
Total borrowed funds5,741 5,311 430 
Total funding$25,714 $20,457 $5,257 

60


The following table presents certain liquidity sources and borrowing capacity as of the dates indicated:
December 31, 2020December 31, 2019Change
(Dollars in millions)
Federal Home Loan Bank advances
Outstanding advances$4,615 $4,345 $270 
Borrowing capacity:
Line of credit30 30 — 
Collateralized borrowing capacity2,360 2,345 15 
Total unused borrowing capacity2,390 2,375 15 
FRB discount window
Collateralized borrowing capacity1,374 758 616 
Unencumbered investment securities
Agency - Commercial (1)1,263 1,257 
Agency - Residential (1)815 1,180 (365)
Municipal obligations23 26 (3)
Corporate debt obligations62 77 (15)
Other— 
Total unencumbered investment securities2,164 2,541 (377)
Total liquidity sources and borrowing capacity$10,543 $10,019 $10,543 
(1) These are not currently pledged to the FHLB but are eligible to be pledged, at our discretion.

61


Deposits

    The following table presents the composition of our deposits:
At December 31,
 202020192018Change
Balance% of DepositsBalance% of DepositsBalance% of Deposits2020 vs. 20192019 vs. 2018
(Dollars in millions)
Retail deposits
Branch retail deposits
Savings accounts$3,437 17.2 %$3,030 20.0 %$2,812 22.7 %$407 $218 
Certificates of deposit/CDARS (1)1,355 6.8 %2,353 15.5 %2,387 19.3 %$(998)(34)
Demand deposit accounts1,726 8.6 %1,318 8.7 %1,297 10.5 %$408 21 
Money market demand accounts490 2.5 %495 3.3 %628 5.1 %$(5)(133)
Total branch retail deposits7,008 35.1 %7,196 47.5 %7,124 57.5 %(188)72 
Commercial deposits (2)
Demand deposit accounts2,294 11.5 %1,438 9.5 %1,243 10.0 %856 195 
Savings accounts461 2.3 %342 2.3 %314 2.5 %119 28 
Money market demand accounts208 1.0 %188 1.2 %173 1.4 %20 15 
Total commercial deposits2,963 14.8 %1,968 13.0 %1,730 13.9 %995 238 
Total retail deposits$9,971 49.9 %$9,164 60.5 %$8,854 71.5 %$807 $310 
Government deposits
Savings accounts$778 3.9 %$495 3.3 %$567 4.6 %$283 $(72)
Demand deposit accounts529 2.6 %360 2.4 %326 2.6 %169 34 
Certificates of deposit/CDARS (1)458 2.3 %358 2.4 %309 2.5 %100 49 
Total government deposits1,765 8.8 %1,213 8.0 %1,202 9.7 %552 11 
Custodial deposits (3)7,206 36.1 %4,136 27.3 %1,741 14.1 %3,070 2,395 
Wholesale deposits1,031 5.2 %633 4.2 %583 4.7 %398 50 
Total deposits (4)$19,973 100.0 %$15,146 100.0 %$12,380 100.0 %$4,827 $2,766 
 At December 31,
 2017 2016
 Balance Yield/Rate % of Deposits Balance Yield/Rate % of Deposits
 (Dollars in millions)
Retail deposits           
Branch retail deposits           
Demand deposit accounts$931
 0.05% 10.4% $852
 0.05% 9.7%
Savings accounts3,482
 0.79% 39.0% 3,824
 0.77% 43.5%
Money market demand accounts124
 0.16% 1.4% 138
 0.14% 1.6%
Certificates of deposit/CDARS (1)
1,491
 1.39% 16.7% 1,055
 1.04% 12.0%
Total branch retail deposits6,028
 0.81% 67.5% 5,869
 0.70% 66.7%
Commercial retail deposits           
Demand deposit accounts288
 0.28% 3.2% 282
 0.16% 3.2%
Savings accounts71
 0.68% 0.8% 63
 0.62% 0.7%
Money market demand accounts69
 0.85% 0.8% 109
 0.77% 1.2%
Certificate of deposit/CDARS (1)
2
 1.65% % 1
 1.58% %
Total commercial retail deposits430
 0.44% 4.8% 455
 0.37% 5.1%
Total retail deposits$6,458
 0.78% 72.3% $6,324
 0.67% 71.9%
Government deposits           
Demand deposit accounts$251
 0.56% 2.8% $250
 0.39% 2.8%
Savings accounts446
 1.08% 5.0% 451
 0.52% 5.1%
Certificate of deposit/CDARS (1)
376
 1.53% 4.2% 329
 0.74% 3.7%
Total government deposits (2)
1,073
 1.11% 12.0% 1,030
 0.56% 11.7%
Wholesale deposits45
 1.53% 0.5% 
 % %
Company controlled deposits (3)
1,358
 % 15.2% 1,446
 % 16.4%
Total deposits (4)
$8,934
 0.70% 100.0% $8,800
 0.55% 100.0%
(1)The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was approximately $1.3 billion, $1.7 billion, and $1.9 billion at December 31, 2020, December 31, 2019, and December 31, 2018 respectively.
(1)The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was approximately $1.4 billion and $1.0 billion at December 31, 2017 and December 31, 2016, respectively.
(2)Government deposits include funds from municipalities and schools.
(3)These accounts represent a portion of the investor custodial accounts and escrows controlled by us in connection with loans serviced for others and that have been placed on deposit with the Bank.
(4)The aggregate amount of deposits with a balance over $250,000 was approximately $4.2 billion and $4.0 billion at December 31, 2017 and December 31, 2016, respectively.    
(2)Contains deposits from commercial and business banking customers.
(3)Represents investor custodial accounts and escrows controlled by us in connection with loans serviced or subserviced for others and that have been placed on deposit with the Bank.
(4)Total exposure related to uninsured deposits over $250,000 was approximately $5.9 billion and $2.8 billion at December 31, 2020 and December 31, 2019, respectively.    
    



Total deposits increased $134 million,$4.8 billion, or 232 percent, at December 31, 2017,2020, compared to December 31, 2016,2019, primarily due todriven by growth in branch retail deposits. We have experienced growth through retail customers and our commercial relationships. Our deposit strategy includes organic growth with our existing branches, expanding our subservingservicing business external growth through the pending acquisition of Desert Community Bank branches and by investingwhich resulted in technology to support online banking. Branch retail deposits increased $159 million at December 31, 2017 compared to December 31, 2016, primarily due to ana $3.1 billion increase in retail certificates of deposit/CDARS, largely due to competitive pricing in response to increased market rates.custodial deposits.


We utilize local governmental agencies and other public units as an additional source for deposit funding. As a
Michigan bank,At December 31, 2020, we are notwere required to hold collateral against ourfor certain Michigan, California, Indiana, Wisconsin and Ohio government deposits from Michiganbased on a variety of factors including, but not limited to, the size of individual deposits, FDIC limits and external bank ratings. At December 31, 2020, required collateral held on government entities as they are covered by the Michigan Business and Growth Fund. Governmentdeposits was $0.1 billion. At December 31, 2020, government deposit accounts included $376 million$0.5 billion of certificates of deposit with maturities typically less than one year and $697 million in$1.3 billion of checking and savings accounts at December 31, 2017.accounts.


Company controlled    Custodial deposits arise due to our servicing or subservicing of loans for others and represent the portion of the investor custodial accounts on deposit with the Bank. CertainFor certain subservice agreements, these deposits require us to reimbursecredit the MSR owner for the spread on these funds.interest against subservicing income. This cost is a component of net loan administration income. Company controlled deposits are used to fund our most liquid assets including LHFS and warehouse loans. As not all asset categories require the same level of liquidity, our loan-to-deposit ratio shows how we manage our liquidity position, how much liquidity we have and the agility of our balance sheet. The Company's HFI loan-to-deposit ratio, which excludes warehouse loans and company controlled deposits, was 83 percent at December 31, 2017, which provides substantial liquidity for continued growth.


We participate in the CDARS program, through which certain customer CDs are exchanged for CDs of similar amounts from other participating banks. This givesbanks and customers the potential tomay receive FDIC insurance up to $50 million. This program helps the Bank secure larger deposits and attract and retain customers. At December 31, 2017,2020, we had $190$124 million of total CDs enrolled in the CDARS program, a decrease of $41$9 million from December 31, 2016.2019.
    
Our total exposure related to uninsured deposits over $250,000 was approximately $2.6 billion as of December 31, 2017. These balances could experience a higher propensity to reprice should rates rise or the Bank's financial condition deteriorate.


The following table indicates the scheduled maturities of our certificates of deposit with a minimum denomination of $100,000 by acquisition channel as of December 31, 2017:
62
 Retail Deposits Government Deposits Total
 (Dollars in millions)
Twelve months or less$547
 $360
 $907
One to two years388
 7
 395
Two to three years50
 1
 51
Three to four years8
 
 8
Four to five years4
 1
 5
Thereafter21
 
 21
Total$1,018
 $369
 $1,387



FHLB Advances


The FHLB provides loans, also referred to as advances, on a fully collateralized basis, to savings banks and other member financial institutions. We are required to maintain a minimum amount of qualifying collateral securing FHLB advances. In the event of default, the FHLB advance is similar to a secured borrowing, whereby the FHLB has the right to sell the pledged collateral to settle the fair value of the outstanding advances.

We rely upon advances from the FHLB as a source of funding for the originationclosing or purchase of loans for sale in the secondary market and for providing duration specific short-term and long-term financing. The outstanding balance of FHLB advances fluctuates from time to time depending on our current inventory of mortgage LHFS and the availability of lower cost funding sources. Our portfolio includes short-term fixed rate advances long-term LIBOR adjustable advances, and long-term fixed rate advances. Interest rates on the LIBOR index advances reset every three months and the advances may be prepaid without penalty, with notification, at scheduled three-month intervals after an initial 12-month lockout period.


The FHLB provides loans, also referred to as advances, on a fully collateralized basis, to savings banks and other member financial institutions.    We are currently authorized through a resolution of our boardBoard of directorsDirectors to apply for advances from the FHLB using approved loan types as collateral, which includes residential first mortgage loans, home equity lines of credit, and commercial real estate loans. As of December 31, 2020, our Board of Directors authorized and approved a line of credit with the FHLB of up to $10.0 billion, which is further limited based on our total assets and qualified collateral, as determined by the FHLB. At December 31, 2017,2020, we had the authority and approval from the FHLB to utilize a


line of credit of up to $7.0 billion and we may access that line to the extent that collateral is provided. At December 31, 2017, we had $5.7$4.6 billion of advances outstanding and an additional $763 million$2.4 billion of collateralized borrowing capacity available at the FHLB.

Federal Reserve Discount Window
    We have arrangements with the FRB of Chicago to borrow from its discount window. The discount window is a borrowing facility that we may utilize for short-term liquidity needs arising from special or unusual circumstances. The amount we are allowed to borrow is based on the lendable value of the collateral that we provide. To collateralize the line, we pledge investment securities and loans that are eligible based on FRB of Chicago guidelines.

    At December 31, 2017,2020, we pledged collateral, which included commercial loans, municipal bonds, and agency bonds, to the FRB of Chicago amounting to $1.9 billion with a lendable value of $1.4 billion. At December 31, 2019, we pledged collateral to the Federal Reserve Discount WindowFRB of Chicago amounting to $467$788 million with a lendable value of $433$758 million. AtWe do not typically utilize this available funding source, and at December 31, 2016, we pledged collateral to the Federal Reserve Discount Window amounting to $496 million with a lendable value of $474 million. At December 31, 20172020 and December 31, 2016,2019, we had no borrowings outstanding against this line of credit.


Other Unsecured Borrowings

    We have access to overnight federal funds purchased lines with other Federal Reserve member institutions. We utilize this source of funding for short-term liquidity needs, depending on the availability and cost of our other funding sources. At December 31, 2020, we had $485 million of borrowings outstanding under this source of funding. Additional borrowing capacity under this and other sources of funding can vary depending on market conditions.

Debt


As part of our overall capital strategy, we previously raised capital through the issuance of junior subordinated notes to our special purpose trusts formed for the offerings, which issued Tier 1 qualifying preferred stock (trust("trust preferred securities)securities"). The trust preferred securities are callable by us at any time. Interest is payable on a quarterly basis; however, we may defer interest payments for up to 20 quarters without default or penalty. At December 31, 2017,2020, we had no deferredare current on all interest payments.

On July 11, 2016, Additionally, we issued $250have $246 million of senior debt outstanding at December 31, 2020 (“Senior NotesNotes”) for which maturewe provided notice of redemption on July 15, 2021. The proceeds from these notes were used to bring currentDecember 23, 2020 and redeem our then outstanding TARP Preferred Stock.settled on January 22, 2021, and $150 million of subordinated debt (the "Notes"), which matures on November 1, 2030.


For further information, see Note 13 - Borrowings.


Contractual Obligations


We have various financial obligations, includingsome of which are contractual obligations, which require future cash payments. For further information on each item, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards, Note 9 - Premises and Equipment, Note 12 - Deposit Accounts and Note 13 - Borrowings.


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The following table summarizes contractual obligations at December 31, 2017,2020, and the future periods in which the obligations are expected to be settled in cash:
Less than 1 Year1-3 Years3-5 YearsMore than 5 YearsTotal
 (Dollars in millions)
Deposits without stated maturities$9,924 $— $— $— $9,924 
Short-term FHLB advances and other borrowings1,935 537 366 2,845 
Certificates of deposits3,415 — — — 3,415 
Long-term FHLB advances— 700 100 400 1,200 
Senior notes (2)246 — — — 246 
Subordinated debt— — — 148 148 
Trust preferred securities— — — 247 247 
Operating leases12 27 
DOJ Liability— — — 118 118 
Other (1)17 35 61 
Total$15,546 $1,284 $478 $923 $18,231 
(1)     Includes contracts with vendors and commitments to various limited partnerships that invest in housing projects qualifying for the low income housing tax credit.
(2)     We provided notice that we would be redeeming the senior notes in December 2020 and settled the senior notes in January 2021.
 Less than 1 Year 1-3 Years 3-5 Years More than 5 Years Total
 (Dollars in millions)
Deposits without stated maturities$5,663
 $
 $
 $
 $5,663
Certificates of deposits1,191
 665
 29
 29
 1,914
Short-term Federal Home Loan Bank advances and other4,260
 
 
 
 4,260
Long-term Federal Home Loan Bank advances125
 50
 
 1,230
 1,405
Senior notes
 
 247
 
 247
Trust preferred securities
 
 
 247
 247
Operating leases8
 12
 4
 2
 26
DOJ litigation settlement
 
 
 118
 118
Other$4
 $6
 $
 $
 $10
Total$11,251
 $733
 $280
 $1,626
 $13,890


Operational Risk

Operational risk is the risk of loss due to human error;current or projected financial condition and resilience arising from inadequate or failed internal processes or systems, and controls; violations of,human errors or noncompliance with, laws, rules and regulations, prescribed practices,misconduct, or ethical standards; andadverse external influences such as market conditions,events which may include vendor failures, fraudulent activities, disasters, and security risks. We continuously strive to adapt our system of internal controls to ensure compliance with laws, rules, and regulations, and to improve the oversight of our operational risk.


We evaluate internal systems, processes and controls to mitigate loss from cyber-attacks and, to date, have not experienced any material losses. The goal of this framework is to implement effective operational risk techniques and strategies, minimize operational and fraud losses, and enhance our overall performance.


Natural disasters or other catastrophic events may cause damage or disruption to our operations. We have a nationwide mortgage lending presence through a network of brokers, correspondents and retail locations, as well as employees, customers and loans collateralized by properties across the country. As such, events that occurred in 2017 like Hurricanes Harvey and Irma, as well as the California wildfires have the potential to impact our business. Based on our assessment of the impact from these events, the damages and any credit impact from the hurricanes and wildfires was not significant and we believe our


allowance coverage levels established at December 31, 2017 were adequate to cover any exposure we might have to further credit risk.

Loans with government guaranteesGovernment Guarantees


Substantially all of our loans with government guaranteesLGG continue to be insured or guaranteed by the FHA or the U.S. Department of Veterans Affairs ("VA"). In the event of a government guaranteed loan borrower default, the Bank has a unilateral option to repurchase loans sold to GNMA that are 90 days past due and management believes thatrecover losses through a claims process from the reimbursement process is proceeding appropriately.insurer. Nonperforming repurchased loans in this portfolio earn interest at a rate based upon the 10-year U.S. Treasury note rate from the time the underlying loan becomes delinquent, which is not paid by the FHA until claimed. Additionally, if the Bank cures the loan, it can be re-sold to GNMA. If not, the Bank can begin the process of collecting the government guarantee by filing a claim in accordance with established guidelines. Certain loans within our portfolio may be subject to indemnifications and insurance limits which exposesexpose us to limited credit risk.


During the year ended December 31, 2017,2020, we experiencedhad less than $2.8 million in net charge-offs of $4 millionrelated to LGG and have reserved for the remaining risks within other assets and as a component of our ALLLallowance for loan losses on residential first mortgages. These charge-offsadditional expenses or charges arise due to insurance limits on VA insured loans and FHA property foreclosure and preservation requirements that may result in a loss in excess of all, or part of, the guarantee.


Our LGG portfolio totaled $2.5 billion at December 31, 2020, as compared to $0.7 billion at December 31, 2019. GNMA has granted borrowers with an option to seek forbearances on their mortgage repayments. $2.5 billion of GNMA loans are in forbearance as of December 31, 2020. When a GNMA loan is due, but unpaid, for three consecutive months (typically referred to as 90 days past due) the loan is required to be re-recognized on the balance sheet by the MSR owner. These loans are recorded in loans with government guarantees, portfolio totaled $271 million atand the liability to repurchase the loans is recorded in loans with government guarantees repurchase options on the Consolidated Statements of Financial Condition. This resulted in $1.9 billion of repurchase options as of December 31, 2017, as compared to $365 million at2020, a $1.8 billion increase from December 31, 2016. The decrease is primarily due2019. We have elected not to exercise these repurchase options as of December 31, 2020 because loans transferredare not able to LHFSbe modified and resoldre-sold during the forbearance period. Our right to Ginnie Mae out-pacing new purchases.repurchase these loans continues as long as they remain unpaid for three consecutive months. At the
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prudent time, we intend to repurchase the loans which we believe will be accretive to net income by modifying and re-selling the loans or utilizing the partial claims process.
    
For further information, see Note 5 - Loans with Government Guarantees.

Representation and warranty reserve

When we sell mortgage loans, we make customary representations and warranties to the purchasers, including sponsored securitization trusts and their insurers (primarily Fannie Mae and Freddie Mac).

The representation and warranty benefit of $13 million during the year ended December 31, 2017 was consistent with our sustained low levels of repurchase experience, low repurchase pipelineGuarantees and the clear framework provided byCredit Risk - Payment Deferrals section of the Agencies.MD&A.
During the year ended December 31, 2017, we had $15 million in Fannie Mae new repurchase demands and $7 million in Freddie Mac new repurchase demands. During the year ended December 31, 2016, we had $19 million in Fannie Mae new repurchase demands and $13 million in Freddie Mac new repurchase demands. The total UPB of 2009 and later vintage loans sold to Fannie Mae and Freddie Mac was $202 million and $183 million at December 31, 2017 and December 31, 2016, respectively.

For further information, see Note 14 - Representation and Warranty Reserve.

Regulatory Risks

Consent Orders

On September 29, 2014, the Bank entered into a Consent Order with the CFPB. The Consent Order relates to alleged violations of federal consumer financial laws arising from the Bank’s residential first mortgage loan loss mitigation practices and default servicing operations dating back to 2011. Under the terms of the Consent Order, the Bank paid $28 million for borrower remediation and $10 million in civil money penalties. The settlement does not involve any admission of wrongdoing on the part of the Bank or our employees, directors, officers, or agents. For further information and a complete description of all of the terms of the Consent Order, please refer to our Current Report on Form 8-K filed on September 29, 2014.

Supervisory Agreement

On January 28, 2010, we became subject to the Supervisory Agreement, which will remain in effect until terminated, modified, or suspended in writing by the Federal Reserve. The failure to comply with the Supervisory Agreement could result in the initiation of further enforcement action by the Federal Reserve, including the imposition of further operating restrictions, and could result in additional enforcement actions against us. We have taken actions which we believe are appropriate to comply with, and intend to maintain compliance with, all of the requirements of the Supervisory Agreement. For further information and a complete description of all of the terms of the Supervisory Agreement, please refer to the copy of the Supervisory Agreement filed with the SEC and included as an exhibit to this filing.




Department of Justice Settlement Agreement


On February 24, 2012, the Bank entered into a Settlement Agreement with the DOJ under which we made an initial payment of $15 million and agreed to make future payments totaling $118 million in annual increments of up to $25 million upon meeting all of the following conditions which are evaluated quarterly and include: (a) the reversal of the DTA valuation allowance, which occurred at the end of 2013; (b) the repayment of the Fixed Rate Cumulative Perpetual Preferred Stock, Series C (the "TARP Preferred"), which occurred in July 2016; and (c) the Bank having a Tier 1 Leverage Capital Ratio of 11 percent or greater as filed in the Call Report with the OCC. At December 31, 2020, the Company had a Tier 1 Leverage Capital Ratio of 8.12 percent and the fair value of this liability was $35 million.


No payment would be required until six months after the Bank files its Call Report first reporting that its Tier 1 Leverage Capital Ratio was 11 percent or greater. If all other conditions were then satisfied, an initial annual payment of $25 million would be due at that time. The next annual payment is only made if all conditions continue to be satisfied, otherwise payments are delayed until all such conditions are again met. Further, making such a payment must not violate any material banking regulatory requirement, and the OCC must not object in writing.

The combination of (a) future dividends from the Bank to Bancorp and (b) continued growth in earning assets at the Bank are expected to continue to limit the growth rate of the Bank’s Tier 1 Leverage Capital Ratio, which could have an impact on the timing of expected cash flows under the Settlement Agreement.


    Consistent with most mid-size banks, we expect our Tier 1 Leverage Capital Ratio to be impacted by (a) future dividends from the Bank to Bancorp and (b) continued growth in earning assets at the Bank which could have an impact on the timing of expected cash flows under the Settlement Agreement.

Consistent with our business and regulatory requirements, Flagstar shall seek in good faith to fulfill the conditions, and will not undertake any conduct or fail to take any action the purpose of which is to frustrate or delay our ability to fulfill any of the conditions.


Additionally, if the Bank or Bancorp become party to a business combination in which the Bank and Bancorp represent less than 33.3 percent of the resulting company’s assets, annual payments would commence twelve months after the date of that business combination.


The Settlement Agreement meets the definition of a financial instrument for which we elected the fair value option. We consider the assumptions a market participant would make to transfer the liability and evaluate the potential ways we might satisfy the Settlement Agreement and our estimates of the likelihood of these outcomes, which may change over time. The fair value of the liability is subject to significant uncertainty and is impacted by forecasted estimates of the timing of potential payments, which are impacted by estimates of equity, earnings, timing and amount of dividends and growth of the balance sheet and their related impacts on forecasted Tier 1 Leverage Capital Ratio. We consider the assumptions a market participant would make to transfer the liability and evaluate multiple possible outcomes and our estimates ofRatio, the likelihood of these outcomes,the Bank or Bancorp being a party to a business combination resulting in terms which may change over time.    would require payments to commence, or any other means by which a payment could be made. While the Settlement Agreement remains outstanding we are exposed to the risk of further litigation, reputational risk and operational risk related to our ongoing business relationships and discussions from time to time to resolve the Settlement Agreement. For further information on the fair value to the liability, see Note 20 - Fair Value Measurements.

CapitalRepresentation and Warranty Reserve


    When we sell mortgage loans, we make customary representations and warranties to the purchasers, including sponsored securitization trusts and their insurers (primarily Fannie Mae and Freddie Mac). An estimate of the fair value of the guarantee associated with the mortgage loans is recorded in other liabilities in the Consolidated Statements of Financial Condition, which was $7 million and $5 million at December 31, 2020 and December 31, 2019, respectively.
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Capital

Management actively reviews and manages our capital position and strategy. We conduct quarterly capital stress tests and capital adequacy assessments which utilize internally defined scenarios. These analyses are designed to help Management and the Board better understand the integrated sensitivity of various risk exposures through quantifying the potential financial and capital impacts of hypothetical stressful events and scenarios. We make adjustments to our balance sheet composition taking into consideration potential business risks, regulatory requirements and the flexibility to support future growth. We prudently manage our capital position and work with our regulators to ensure that our capital levels are appropriate considering our risk profile.


The capital standards we are subject to include requirements contemplated by the Dodd-Frank Act as well as guidelines reached by Basel III. These risk-based capital adequacy guidelines are intended to measure capital adequacy with regard to a banking organization’s balance sheet, including off-balance sheet exposures such as unused portions of loan commitments, letters of credit, and recourse arrangements. Our capital ratios are maintained at levels in excess of those considered to be "well-capitalized" by regulators. Tier 1 leverage was 8.57.71 percent at December 31, 20172020, providing a 351271 basis point stress buffer above the minimum level needed to be considered “well-capitalized.” Additionally, total risk-based capital to RWA was 11.89 percent at December 31, 2020, providing a 189 basis point buffer above the minimum level needed to be considered "well-capitalized".


    Dodd-Frank Act Section 171, commonly known as the Collins Amendment, established minimum Tier 1 leverage and risk-based capital requirements for insured depository institutions, depository institution holding companies, and non-bank financial companies that are supervised under the Federal Reserve. Under the amendment, certain hybrid securities, such as trust preferred securities, may be included in Tier 1 capital for bank holding companies that had total assets below $15 billion as of December 31, 2009. As we were below $15 billion in assets as of December 31, 2009, the trust preferred securities classified as long-term debt on our balance sheet will be included as Tier 1 capital, unless we complete an acquisition of a depository institution holding company or a depository institution and we report total assets greater than $15 billion in the quarter in which the acquisition occurs. Should that event occur, our trust preferred securities would be included in Tier 2 capital.

Regulatory Capital

    The Bank and Flagstar are subject to the Basel III-based U.S. rules, including capital simplification in 2020.

    On March 27, 2020, in response to COVID-19, U.S. banking regulators issued an interim final rule that allows banking organizations the option to delay the initial adoption impact of CECL on regulatory capital for two years followed by a three-year transition period. During the two-year delay we will add back to CET1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in the ACL (i.e., quarterly transitional amounts). After two years, starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of CET1 capital over the three-year period.

    For the period presented, the following table sets forth our capital ratios, as well as our excess capital over well-capitalized minimums.
Flagstar BancorpActualWell-Capitalized Under Prompt Corrective Action ProvisionsExcess Capital Over Well-Capitalized Minimum
 AmountRatioAmountRatioAmountRatio
 (Dollars in millions)
December 31, 2020
Tier 1 leverage capital
(to adjusted avg. total assets)
$2,270 7.71 %$1,472 5.0 %$798 2.7 %
Common equity Tier 1 capital (to RWA)2,030 9.15 %1,442 6.5 %588 2.6 %
Tier 1 capital (to RWA)2,270 10.23 %1,775 8.0 %495 2.2 %
Total capital (to RWA)2,638 11.89 %2,219 10.0 %419 1.9 %
    As presented in the table above, our constraining capital ratio is our total capital to risk weighted assets at 11.89 percent. It would take a $419 million after-tax loss, with the balance sheet remaining constant, for our total risk-based capital ratio to fall below the level considered to be "well-capitalized".
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    As of December 31, 2020, we had $329 million in MSRs, $92 million in DTAs arising from temporary differences and no material investments in unconsolidated financial institutions or minority interest which drive differences between our current capital ratios. For additional information on our capital requirements, and risks associated with maintaining them, see Item 1. Business, Item 1A. Risk Factors and Note 2018 - Regulatory Capital.

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In addition, banks with assets greater than $10 billion are required to submit a DFAST under the final rules established by their primary regulator. DFAST requires banks to project results over a nine-quarter planning horizon under three scenarios (baseline, adverse, and severely adverse) published by the Federal Reserve and to show that the bank would exceed regulatory minimum capital standards under all three scenarios. Our most recent DFAST results demonstrated a robust capital position that supports our business and also provides a significant opportunity for continued growth. For additional information on our DFAST requirements, see Item 1. Business.





Capital rules also limit capital distributions if certain capital ratios are not maintained. The OCC regulates all capital distributions made by the Bank, directly or indirectly, to the holding company, including dividend payments. Capital distributions must be approved by the OCC prior to the declaration of a dividend or the approval by the board of directors of the proposed capital distribution. Per Federal Reserve requirements, the Bank must provide a 30-day notice to the Federal Reserve prior to declaring or paying dividends and under the Supervisory Agreement, the Company agreed to request prior non-objection of the Federal Reserve to pay dividends or other capital distributions. For further information related to the Bank's payment of dividends, see Item 1. Business and MD&A - Liquidity Risk.

We believe our capital and liquidity supports our strategy to continue to grow our balance sheet and create additional shareholder value. The strengthening of our balance sheet demonstrates our ability to grow diversified earning assets that are high quality with few nonperforming loans and a low level of delinquencies. In addition, our outsized capital generation and robust capital structure, which includes significant trapped capital, allows for continued growth and under the proposed Capital Simplification rules, we expect to release trapped capital which will add to our already strong capital levels. Our balance sheet provides ample liquidity as we have highly liquid assets in our government-backed securities, loans held for sale from our mortgage business, and warehouse loans. Finally, there are abundant sources of additional liquidity, and we believe that our recent branch acquisition and continued growth in our subservicing business provides ample opportunities to generate deposit funding for additional loan growth.

Use of Non-GAAP Financial Measures


In addition to results presented in accordance with GAAP, this report includes certain non-GAAP financial measures such as the estimated fully implemented Basel III capital levels and ratios, tangible book value per share, adjusted net income, and adjusted net income per share.measures. We believe these non-GAAP financial measures provide additional information that is useful to investors in helping to understand the underlying performance and trends of the Company.


Non-GAAP financial measures have inherent limitations, which are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. To mitigate these limitations, we have practices in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components in their entirety and to ensure that our performance is properly reflected to facilitate consistent period-to-period comparisons. Our method of calculating these non-GAAP measures may differ from methods used by other companies. Although we believe the non-GAAP financial measures disclosed in this report enhance investors' understanding of our business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for those financial measures prepared in accordance with GAAP. Where non-GAAP financial measures are used, the most directly comparable GAAP or regulatory financial measure, as well as the reconciliation to the most directly comparable GAAP or regulatory financial measure, can be found in this report.


Nonperforming assets / Tier 1 + Allowance for Loan Losses. The ratio of nonperforming assets to Tier 1 and ALLL divides the total level of nonperforming LHFI assets by Tier 1 capital (to adjusted total assets), as defined by bank regulations, plus ALLL. We believe these measurements are meaningful measures of capital adequacy used by investors, regulators, management and others to evaluate the adequacy of capital in comparison to other companies within the industry.

 At December 31,
 2017 2016 2015 2014 2013
  (Dollars in millions)
Nonperforming assets$37
 $54
 $83
 $139
 $182
Tier 1 capital (to adjusted total assets)1,442
 1,256
 1,435
 1,184
 1,281
Allowance for loan losses(140) (142) (187) (297) (207)
Tier 1 capital + ALLL$1,582
 $1,398
 $1,622
 $1,481
 $1,488
Nonperforming assets / Tier 1 capital + ALLL2.4% 3.9% 5.1% 9.5% 12.5%



Tangible book value per share. share, adjusted net income, adjusted diluted earnings per share, adjusted net interest income, adjusted net interest margin, adjusted average interest-bearing liability, adjusted interest rate spread, adjusted noninterest expense, adjusted return on average assets, and adjusted return on average tangible common equity. The Company believes that tangible book value per share providesthese non-GAAP financial measures provide a meaningful representation of its operating performance on an ongoing basis.basis for investors, securities analysts, and others. Management uses this measurethese measures to assess performance of the Company against its peers and evaluate overall performance.

    The Company believes thisfollowing tables provide a reconciliation of non-GAAP financial measure provides useful information for investors, securities analysts and others because it provides a tool to evaluate the Company’s performance on an ongoing basis and compared to its peers.measures.
At December 31,
202020192018
 (Dollars in millions)
Total stockholders' equity$2,201 $1,788 $1,570 
Less: Goodwill and intangibles157 170 190 
Tangible book value$2,044 $1,618 $1,380 
Number of common shares outstanding52,656,067 56,631,236 57,749,464 
Tangible book value per share$38.80 $28.57 $23.90 
Net income$538 $218 $187 
DOJ adjustment— (25)— 
Tax impact of DOJ adjustment— — 
Recognition of hedging gains— — (29)
Tax impact of hedging gains— — 
Wells Fargo acquisition costs— 15 
Tax impact of Wells Fargo acquisition costs— — (2)
Adjusted net income$538 $199 $176 
Weighted average diluted common shares56,505,813 57,238,978 58,322,950 
Diluted earnings per share$9.52 $3.80 $3.21 
Adjusted diluted earnings per share$9.52 $3.46 $3.02 
Net interest income$685 $562 $497 
Hedging gains— — (29)
Adjusted net interest income$685 $562 $468 
Average interest-earning assets$24,431 $18,453 $16,136 
Net interest margin2.80 %3.05 %3.07 %
Adjusted net interest margin2.80 %3.05 %2.89 %
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 At December 31,
 2017 2016 2015 2014 2013
  (Dollars in millions)
Total stock holders' equity$1,399
 $1,336
 $1,529
 $1,373
 $1,426
Preferred stock
 
 267
 267
 266
Goodwill and intangibles21
 
 
 
 
Tangible book value$1,378
 $1,336
 $1,262
 $1,106
 $1,160
          
Number of common shares outstanding57,321,228
 56,824,802
 56,483,258
 56,332,307
 56,138,074
Tangible book value per share$24.04
 $23.50
 $22.33
 $19.64
 $20.66
For the Years Ended December 31,
202020192018
(Dollars in millions)
Average interest-earning asset yield3.33 %4.28 %4.21 %
Average interest-bearing liability cost0.93 %1.76 %1.40 %
Impact from hedging gains— %— %0.23 %
Adjusted average interest-bearing liability0.93 %1.76 %1.63 %
Interest rate spread2.40 %2.52 %2.81 %
Adjusted interest rate spread2.40 %2.52 %2.58 %
Noninterest expense$1,157 $888 $712 
Wells Fargo acquisition costs— — 15 
Adjusted noninterest expense$1,157 $888 $697 
Return on average assets2.00 %1.05 %1.04 %
Adjustment to remove hedging gains— %— %(0.13)%
Adjustment to remove DOJ adjustment— %(0.09)%— %
Adjustment to remove Wells Fargo acquisition costs— %— %0.07 %
Adjusted return on average assets2.00 %0.96 %0.98 %
Return on average tangible common equity29.00 %15.15 %13.46 %
Adjustment to remove hedging gains— %— %(1.70)%
Adjustment to remove DOJ adjustment— %(1.34)%— %
Adjustment to remove Wells Fargo acquisition costs— %0.06 %0.91 %
Adjusted return on average tangible common equity29.00 %13.87 %12.67 %


Adjusted earnings and adjusted diluted earnings per share. The Company believes that adjusted earnings and adjusted earnings per share provides a meaningful representation of its operating performance. Management uses this measure to assess performance of the Company against its peers and evaluate overall performance. The Company believes this non-GAAP financial measure provides useful information for investors, securities analysts and others because it provides a tool to evaluate the Company’s performance on an ongoing basis and compared to its peers.

 Three Months Ended Year Ended
 December 31, 2017 September 30, 2017 December 31, 2016 December 31, 2017 December 31, 2016
  (Dollars in millions)
Net income (loss)$(45) $40
 $28
 $63
 $171
Adjustment to remove DOJ adjustment
 
 
 
 (24)
Tax impact of DOJ adjustment
 
 
 
 8
Adjustment to remove tax reform impact80
 
 
 80
 
Adjusted net income$35
 $40
 $28
 $143
 $155
Deferred cumulative preferred stock dividends (1)

 
 
 
 (18)
Adjusted net income applicable to common stockholders$35
 $40
 $28
 $143
 $137
          
Weighted average diluted common shares58,311,881
 58,186,593
 57,824,854
 58,178,343
 57,597,667
Adjusted diluted earnings per share$0.60
 $0.70
 $0.49
 $2.47
 $2.38
          
Diluted earnings (loss) per share$(0.79) $0.70
 $0.49
 $1.09
 $2.66
(1)Under the terms of the Series C Preferred Stock, we elected to defer dividends beginning with the February 2012 dividend. In July 2016, we ended the deferral and brought current our previously deferred dividends and redeemed the stock.



Basel III (transitional) to Basel III (fully phased-in) reconciliation. On January 1, 2015, the Basel III rules became effective, subject to transition provisions primarily related to regulatory deductions and adjustments impacting common equity Tier 1 capital and Tier 1 capital. We have transitioned to the Basel III framework beginning in January 2015 and are subject to a phase-in period extending through 2018. Accordingly, the calculations provided below are estimates. These measures are considered to be non-GAAP financial measures because they are not formally defined by GAAP and the Basel III implementation regulations will not be fully phased-in until January 1, 2019. The federal banking regulators have issued a series of new proposals regarding regulatory capital which may freeze or eliminate most of the transitional rules. The regulations are subject to change as clarifying guidance becomes available and the calculations currently include our interpretations of the requirements including informal feedback received through the regulatory process. Other entities may calculate the Basel III ratios differently from ours based on their interpretation of the guidelines. Since analysts and banking regulators may assess our capital adequacy using the Basel III framework, we believe that it is useful to provide investors information enabling them to assess our capital adequacy on the same basis.
Flagstar BancorpCommon Equity Tier 1 (to Risk Weighted Assets) Tier 1 Leverage (to Adjusted Tangible Assets) Tier 1 Capital (to Risk Weighted Assets) Total Risk-Based Capital (to Risk-Weighted Assets)
  (Dollars in millions)
December 31, 2017       
Regulatory capital – Basel III (transitional) to Basel III (fully phased-in)       
Basel III (transitional)$1,216
 $1,442
 $1,442
 $1,576
Increased deductions related to DTAs, MSRs, and other capital components(16) (1) (1) (2)
Basel III (fully phased-in) capital$1,200
 $1,441
 $1,441
 $1,574
Risk-weighted assets – Basel III (transitional) to Basel III (fully phased-in)       
Basel III assets (transitional)$10,579
 $16,951
 $10,579
 $10,579
Net change in assets(2) (1) (2) (2)
Basel III (fully phased-in) assets$10,577
 $16,950
 $10,577
 $10,577
Capital ratios       
Basel III (transitional)11.50% 8.51% 13.63% 14.90%
Basel III (fully phased-in)11.35% 8.50% 13.62% 14.88%
Flagstar BankCommon Equity Tier 1 (to Risk Weighted Assets) Tier 1 Leverage (to Adjusted Tangible Assets) Tier 1 Capital (to Risk Weighted Assets) Total Risk-Based Capital (to Risk-Weighted Assets)
  (Dollars in millions)
December 31, 2017       
Regulatory capital – Basel III (transitional) to Basel III (fully phased-in)       
Basel III (transitional)$1,531
 $1,531
 $1,531
 $1,664
Increased deductions related to DTAs, MSRs, and other capital components(1) (1) (1) 
Basel III (fully phased-in) capital$1,530
 $1,530
 $1,530
 $1,664
Risk-weighted assets – Basel III (transitional) to Basel III (fully phased-in)       
Basel III assets (transitional)$10,589
 $16,934
 $10,589
 $10,589
Net change in assets(1) (1) (1) (1)
Basel III (fully phased-in) assets$10,588
 $16,933
 $10,588
 $10,588
Capital ratios       
Basel III (transitional)14.46% 9.04% 14.46% 15.72%
Basel III (fully phased-in)14.45% 9.04% 14.45% 15.71%



Accounting and Reporting Developments


Adoption of New Accounting Standards - Credit Losses

For further information of recently issued accounting pronouncements and their expected impact on our Consolidated Financial Statements, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards.


Critical Accounting Estimates


Our    Various elements of our accounting policies, by their nature, are subject to estimation techniques, valuation assumptions and other subjective assessments. Certain accounting policies that, due to the judgment, estimates and assumptions are critical to an understanding of our Consolidated Financial Statements are prepared in accordance with U.S. GAAP and reflect general practices within our industry. Our significant accounting policiesthe Notes, are described in Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards. SomeItem 1. These policies relate to: (a) the determination of our significantACL and (b) fair value measurements. We believe the judgment, estimates and assumptions used in the preparation of our Consolidated Financial Statements and the Notes are appropriate given the factual circumstances at the time. However, given the sensitivity of our Consolidated Financial Statements and the Notes to these critical accounting policies, require complexthe use of other judgments, estimates and estimates to determine valuesassumptions could result in material differences in our results of assets and liabilities. The more judgmental, uncertain and complex estimates are further discussed below. These estimates are based on information available to management as of the date of the Consolidated Financial Statements. Accordingly, as this information changes, futureoperations and/or financial statements could reflect different estimates or judgments.condition.


Allowance for LoanCredit Losses


    On January 1, 2020, we adopted ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), which required financial assets to be presented at the net amount expected to be collected (i.e. net of expected lifetime credit losses). In addition, the standard requires a reserve to be recorded for expected lifetime credit losses on our unfunded commitments. Therefore, we record ALLL on relevant financial assets and a reserve for unfunded commitments on our Consolidated Statements of Financial Condition, collectively referred to as the ACL.

The ALLL represents management’s estimateACL is impacted by changes in asset quality of probable credit losses inherentthe portfolio, including but not limited to increases in risk rating changes in our LHFIcommercial portfolio, borrower delinquencies, changes in FICO scores or changes in LTVs in our consumer portfolio. The ALLLIn addition, while we have incorporated our forecasted impact of COVID-19 into our ACL, the ultimate impact of
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COVID-19 is sensitive to a varietystill uncertain, including how long economic activity will be impacted and what effect the unprecedented levels of internal factors, such as the mixgovernment fiscal and level of loan balances outstanding, TDR volume, net charge-off experience, as well as external factors, such as, property values, the general health ofmonetary actions will have on the economy unemployment rates, bankruptcy filings, peer data, etc. Management considers these variables and all other available information when establishing the final level of the allowance. These variables and others have the ability to result in actual loan losses that differ from the originally estimated amounts.our credit losses.

The ALLL includes a component related to specifically identified TDR and NPL loans and a model based component. For further discussion on the methodologies used in determining our allowance, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards.


Specifically identified component


The specifically identified component of the ALLLACL related to performing TDR loans is generally measured as the difference between the recorded investment in the specific loan and the present value of the cash flows expected to be collected, discounted at the loan’s original effective interest rate. Estimating the timing and amounts of future cash flow projections is highly judgmental and based upon assumptions including default rates, prepayment probability and loss severities. All of these estimates and assumptions require significant management judgment and certain assumptions are highly subjective.


Specifically identified collateral dependent NPL loans are generally measured as the difference between the recorded investment in the impaired loan and the underlying collateral value less estimated costs to sell. These estimates are dependent on third partythird-party property valuations which may be influenced by factors such as the current and future level of home prices, the duration of current overall economic conditions, and other macroeconomic and portfolio-specific factors.


Model basedModel-based component


The model-based component of the ALLLACL (the "General Allowance") is calculated on our non-impaired consumer and commercial LHFI portfolio by applying average historicalsegmenting the portfolio based upon common risk characteristics. The general allowance is determined using dual risk rating models which use probability of default, loss rates experienced during an identified look backgiven default and exposure at default. These models incorporate macroeconomic forecast scenarios applied over a reasonable and supportable forecast period. After this forecast period, we revert on a straight-line basis over a 1-year period to outstanding principal balances over an estimated loss emergence period. For portfolioshistorical averages which are utilized for the remaining contractual life, adjusted for expected prepayments and borrower controlled extension options. The macroeconomic scenarios include variables that, based on historical analysis, have been key drivers of increases and decreases in credit losses. These variables include, but are not limited to, unemployment rates, real estate prices, and gross domestic product levels. The scenarios that are chosen each quarter and the amount of weighting given to each scenario may be adjusted based on our judgment when considering a variety of factors including the stability of the current economy and recent economic events.

Qualitative adjustments

    The specifically identified component analysis and the output of the model provide a reasonable starting point for our analysis, but do not, have adequate loss experience and purchased portfolios, we utilize peer loss data in determiningby themselves, form a sufficient basis to determine the ALLL.appropriate level for the ACL. We therefore consider the qualitative factors that are likely to cause the ACL associated with our existing portfolio to differ from the output of the model. The loss emergence period represents the time period between the date at which the loss is estimated to have been incurred and the ultimate realization of that loss (by a charge-off). Estimated loss emergence periods may vary by product and may change over time; management applies judgment in estimating loss emergence periods, using available credit information and trends.

The historical loss model calculation is then adjusted by takingmost significant qualitative factors into consideration, such as current economic events that have occurred but may not yet be reflected in the historical loss estimates and model imprecision. These adjustments are determined by analyzing the historical loss experience for each major product segment and its underlying credit characteristics. It is difficult to predict whether historical loss experience is indicative of future loss levels, therefore, management applies judgment in making adjustments deemed necessary based on the following factors: changes in lending policies and procedures,considered include changes in economic and business conditions, changes in the nature and volume of the portfolio


changes in lending management, changes in credit quality statistics, and changes in the qualityvolume and severity of the loan review system, changes in the value of underlying collateral for collateral-dependent loans, the potential impact of payment recasts, changes in concentrations of credit, and other internal or external factor changes.past due loans. The application of different inputs into the model calculation and the assumptions used by managementManagement to adjust the model calculation are subject to significant management judgment and may result in actual loancredit losses that differ from the originally estimated amounts.


As described above, the process to determine the ACL requires numerous estimates and assumptions, some of which require a high degree of judgment and are often interrelated. Changes in the estimates and assumptions can result in significant changes in the ACL. Our process for determining the ACL is further discussed in the Credit Risk section of the MD&A and Note 4 - Loans Held for Investment.

Fair Value Measurements


Certain assets and liabilities are carried at fair value on the Consolidated Statements of Financial Condition.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is based on quoted market prices in an active market, or if market prices are not available, is estimated using models employing techniques such as matrix pricing or discounting expected cash flows.


The significant assumptions used in the models are independently verified against observable market data where possible. Where observable market data is not available, the estimate of fair value becomes more subjective and involves a high degree of judgment. In this circumstance, fair value is estimated based on our judgment regarding the value that market participants would assign to the asset or liability. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there are inherent limitations to any valuation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.

70



A portion of our assets and liabilities are carried at fair value on the Consolidated Statements of Financial Condition. The majority of these assets and liabilities are measured at fair value on a recurring basis, however, certain assets are measured at fair value on a nonrecurring basis based on the fair value of the underlying collateral.


Level 3 Assets and Liabilities Measured at Fair Value

Estimating fair value requires the application of judgment which is largely dependent on the amount of observable market information available to perform the valuation. Instruments classified within Level 3 of the fair value hierarchy indicate that valuations are determined using internally developed methods and models that utilize significant unobservable inputs. Judgments used in these valuations are more significant than those required when estimating the fair value of instruments classified within Levels 1 and 2.

The following table presents the summary of the fair value of financial instruments recorded at fair value on a recurring basis, and the amounts classified within Level 3 of the fair value hierarchy, which primarily include MSRs, the DOJ settlement liability, and contingent consideration on acquisitions:

 December 31, 2017
 Total Balance Level 3
 (Dollars in millions)
Assets carried at fair value$6,495
 $319
As a percentage of total assets38.4% 1.9%
Liabilities carried at fair value$96
 $85
As a percentage of total liabilities0.6% 0.5%

Imprecision in estimating unobservable market inputs or other factors can affect the amount of gain or loss recorded. Furthermore, while we believe that our valuation methods are appropriate and consistent with those of other market participants, the methods and assumptions used reflect our judgment and may vary across businesses and portfolios.

For further information, see Note 22 - Fair Value Measurements.    
MSRs. When we sell mortgage loans in the secondary market, we frequently retain the right to continue to service these loans and earn a servicing fee. At the time the loan is sold on a servicing retained basis, we record the MSR as an asset at its fair value. Determining the fair value of MSRs involves a calculation of the present value of a set of market driven and MSR specific cash flows. MSRs do not trade in an active market with readily observable market prices. However, the market price of


MSRs is generally a function of demand and interest rates. When mortgage interest rates decline, mortgage loan prepayments are expected to increase due to increased refinances. If this happens, the income stream from a MSR portfolio is expected to decline and the fair value of the portfolio will decline. Similarly, when mortgage interest rates increase, mortgage loan prepayments tend to slow and therefore the value of the MSR tends to increase. The fair value of the MSR is also sensitive to market implied interest rate volatility for which an increase has a negative impact on the value of the MSR and a decline has a positive impact on the value of the MSR. Accordingly, we must make assumptions about future interest rates, market implied interest rate volatility and other market conditions in order to estimate the current fair value of our MSR portfolio. In certain circumstances, based on the probability of the completion of a sale of MSRs pursuant to a bona-fide purchase offer, we consider the bid price of that offer and identifiable transaction costs in comparison to the calculated fair value and may adjust the estimate of fair value to reflect the terms of the pending transaction.

On an ongoing basis, we compare our fair value estimates based on both unobservable inputs and market inputs, to an MSR benchmark assumption survey. On a quarterly basis, our MSR valuation is compared to two independent valuations performed by third parties.

DOJ litigation settlement. We elected the fair value option to account for the liability representing the remaining future payments. We use a discounted cash flow model to determine the current fair value. The model utilizes our forecast and considers multiple scenarios and possible outcomes that impact the timing of the additional payments, which are discounted using a risk free rate adjusted for non-performance risk that represents our credit risk. These scenarios are probability weighted, based on our judgment, and consider the view of an independent market participant to estimate the most likely fair value of the liability. For further information, see Note 21 - Legal Proceedings, Contingencies and Commitments.

For further information regarding the valuation of our financial instruments, including those that utilize unobservable inputs, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards and Note 22 - Fair Value Measurements. For further information and sensitivities relatedthe Notes to the valuation of our MSR asset, see Note 10 - Mortgage Servicing Rights and Note 22 - Fair Value Measurements. For further information regarding the valuation of our DOJ liability, see Note 21 - Legal Proceedings, Contingencies and Commitments and Note 22 - Fair Value Measurements.Consolidated Financial Statements.


ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


A discussion regarding our management of market risk is included in "Market Risk" in this report in Part II, Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations.

71




ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements
ITEM 8.FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
Index to Consolidated Financial Statements




72


Report of Independent Registered Public Accounting Firm



To the Board of Directors and Stockholders of Flagstar Bancorp, Inc.


Opinions on the Financial Statements and Internal Control over Financial Reporting


We have audited the accompanying consolidated statements of financial condition of Flagstar Bancorp, Inc. and its subsidiaries (the “Company”) as of December 31, 20172020 and 2016,2019, and the related consolidated statements of operations, of comprehensive income, (loss),of stockholders’ equity and of cash flows for each of the three years in the period ended December 31, 2017,2020, including the related notes (collectively referred to as the “consolidated financial statements”). We also have audited the Company's internal control over financial reporting as of December 31, 2017,2020, 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 consolidated financial statements referred to above present fairly, in all material respects, the financial position of the Company as of December 31, 20172020 and 2016,2019, and the results of its operations and its cash flows for each of the three years in the period ended December 31, 20172020 in conformity with accounting principles generally accepted in the United States of America. Also in our opinion, the Company maintained, in all material respects, effective internal control over financial reporting as of December 31, 2017,2020, based on criteria established in Internal Control - Integrated Framework (2013) issued by the COSO.


Change in Accounting Principle

As discussed in Note 1 to the consolidated financial statements, the Company changed the manner in which it accounts for credit losses in 2020.
Basis for Opinions

The Company's management is responsible for these consolidated financial statements, for maintaining effective internal control over financial reporting, and for its assessment of the effectiveness of internal control over financial reporting, included in Management'sManagement’s Report on Internal Control over Financial Reporting appearing under Item 9A. Our responsibility is to express opinions on the Company’s consolidated financial statements and on the Company's internal control over financial reporting based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) ("PCAOB")(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 audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement, whether due to error or fraud, and whether effective internal control over financial reporting was maintained in all material respects.

Our audits of the consolidated financial statements included performing procedures to assess the risks of material misstatement of the consolidated 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 consolidated 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 consolidated financial statements. Our audit of internal control over financial reporting included obtaining an understanding of internal control over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. Our audits also included performing such other procedures as we considered necessary in the circumstances. We believe that our audits provide a reasonable basis for our opinions.

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 (i) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (ii) 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
73


company; and (iii) 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.

Critical Audit Matters
The critical audit matters communicated below are matters arising from the current period audit of the consolidated financial statements that were communicated or required to be communicated to the audit committee and that (i) relate to accounts or disclosures that are material to the consolidated financial statements and (ii) involved our especially challenging, subjective, or complex judgments. The communication of critical audit matters does not alter in any way our opinion on the consolidated financial statements, taken as a whole, and we are not, by communicating the critical audit matters below, providing separate opinions on the critical audit matters or on the accounts or disclosures to which they relate.
Allowance for Credit Losses on Loans - General Allowance for Credit Losses for the Residential First Mortgage, Home Equity and Commercial Portfolios
As described in Notes 1 and 4 to the consolidated financial statements, the allowance for credit losses represents management's estimate of expected lifetime losses in the Loans Held-for-Investment (LHFI) portfolio, excluding loans carried under the fair value option. The allowance for credit losses totaled $280 million as of December 31, 2020, which consists of $252 million related to the allowance for credit losses on funded loans in the LHFI portfolio and $28 million related to the reserve for unfunded commitments. The allowance for credit losses on loans for the residential first mortgage, home equity and commercial portfolios totaled $49 million, $25 million, and $135 million, respectively. Management establishes the general allowance for expected lifetime losses on non-impaired loans by segmenting the portfolio based upon common risk characteristics. The general allowance is determined through a model-based estimate by applying probability of default and loss given default assumptions to the expected exposure at default. Management considers the qualitative factors that are likely to cause the allowance associated with their existing portfolio to differ from the output of the models. The most significant qualitative factors include changes in economic and business conditions, changes in nature and volume of the portfolio and changes in the volume and severity of past due loans.
The principal considerations for our determination that performing procedures relating to the general allowance for credit losses for the residential first mortgage, home equity and commercial portfolios is a critical audit matter are (i) the significant judgment by management in determining the estimate of the general allowance for credit losses for the residential first mortgage, home equity and commercial portfolios which in turn led to a high degree of auditor judgment, subjectivity and effort in performing procedures and evaluating audit evidence relating to the probability of default and loss given default assumptions and management's judgment regarding qualitative factors related to changes in economic and business conditions, and (ii) the audit effort involved the use of professionals with specialized skill or knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the Company’s estimation of the general allowance for credit losses for the residential first mortgage, home equity and commercial portfolios. These procedures also included, among others, testing management’s process for estimating the general allowance for credit losses for the residential first mortgage, home equity and commercial portfolios. This included (i) evaluating the appropriateness of the models used to estimate the allowance, (ii) evaluating the reasonableness of the probability of default and loss given default assumptions, (iii) testing the completeness and accuracy of data used in the models, and (iv) evaluating the reasonableness of management's judgments regarding qualitative factors related to changes in economic and business conditions. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the models and the reasonableness of management judgments regarding qualitative factors related to changes in economic and business conditions.
Valuation of Mortgage Servicing Rights
As described in Notes 1 and 20 to the consolidated financial statements, the Company purchases and originates mortgage loans for sale to the secondary market. If the Company retains the right to service the loan at the time of sale, a mortgage servicing right (MSR) is created and recorded at fair value, where fair value represents the price that would be received to sell an asset through an orderly transaction between market participants at the measurement date. MSRs represented $329 million or 61% of the Company’s total level 3 assets at fair value as of December 31, 2020. Management uses an internal valuation model that utilizes an option-adjusted spread, constant prepayment rates, costs to service, and other assumptions to determine the fair value
74


of MSRs. Management obtains third-party valuations of the MSR portfolio on a quarterly basis from independent valuation services to assess the reasonableness of the fair value calculated by the internal valuation model.
The principal considerations for our determination that performing procedures relating to the valuation of mortgage servicing rights is a critical audit matter are (i) the significant judgment by management in determining the fair value of the MSRs, which in turn led to a high degree of auditor judgment, subjectivity, and effort in performing procedures and evaluating audit evidence relating to the valuation model and significant unobservable inputs, related to option adjusted spreads, constant prepayment rates and cost to service used in the valuation of MSRs, and (ii) the audit effort involved the use of professionals with specialized skill or knowledge.
Addressing the matter involved performing procedures and evaluating audit evidence in connection with forming our overall opinion on the consolidated financial statements. These procedures included testing the effectiveness of controls relating to the valuation of the MSRs, including controls over the aforementioned significant unobservable inputs. These procedures also included, among others, testing management’s process for determining the fair value of the MSRs. This included (i) evaluating the appropriateness of the valuation model, (ii) testing the completeness and accuracy of the data used in the model, and (iii) evaluating the reasonableness of the aforementioned significant unobservable inputs by considering the consistency with external market and industry data. Professionals with specialized skill and knowledge were used to assist in evaluating the appropriateness of the valuations provided by third party valuation services used by management.



/s/  PricewaterhouseCoopers LLP
Detroit, Michigan
March 12, 2018February 26, 2021


We have served as the Company’s auditor since 2015.


75

Flagstar Bancorp, Inc.
Consolidated Statements of Financial Condition
(In millions, except share data)



 December 31,
 20202019
Assets
Cash$251 $220 
Interest-earning deposits372 206 
Total cash and cash equivalents623 426 
Investment securities available-for-sale1,944 2,116 
Investment securities held-to-maturity377 598 
Loans held-for-sale ($7,009 and $5,219 measured at fair value, respectively)7,098 5,258 
Loans held-for-investment ($13 and $12 measured at fair value, respectively)16,227 12,129 
Loans with government guarantees2,516 736 
Less: allowance for loan losses(252)(107)
Total loans held-for-investment and loans with government guarantees, net18,491 12,758 
Mortgage servicing rights329 291 
Federal Home Loan Bank stock377 303 
Premises and equipment, net392 416 
Goodwill and intangible assets157 170 
Other assets1,250 930 
Total assets$31,038 $23,266 
Liabilities and Stockholders’ Equity
Non-interest bearing deposits$9,458 $5,467 
Interest bearing deposits10,515 9,679 
Total deposits19,973 15,146 
Short-term Federal Home Loan Bank advances and other3,900 4,165 
Long-term Federal Home Loan Bank advances1,200 650 
Other long-term debt641 496 
Loans with government guarantees repurchase options1,851 70 
Other liabilities ($35 and $35 measured at fair value, respectively)1,272 951 
Total liabilities28,837 21,478 
Stockholders’ Equity
Common stock $0.01 par value, 80,000,000 and 80,000,000 shares authorized; 52,656,067 and 56,631,236 shares issued and outstanding, respectively
Additional paid in capital1,346 1,483 
Accumulated other comprehensive income47 
Retained earnings807 303 
Total stockholders’ equity2,201 1,788 
Total liabilities and stockholders’ equity$31,038 $23,266 
 December 31,
 2017 2016
Assets   
Cash$122
 $84
Interest-earning deposits82
 74
Total cash and cash equivalents204
 158
Investment securities available-for-sale1,853
 1,480
Investment securities held-to-maturity939
 1,093
Loans held-for-sale ($4,300 and $3,145 measured at fair value, respectively)4,321
 3,177
Loans held-for-investment ($12 and $72 measured at fair value, respectively)7,713
 6,065
Loans with government guarantees271
 365
Less: allowance for loan losses(140) (142)
Total loans held-for-investment and loans with government guarantees, net7,844
 6,288
Mortgage servicing rights291
 335
Net deferred tax asset136
 286
Federal Home Loan Bank stock303
 180
Premises and equipment, net330
 275
Other assets691
 781
Total assets$16,912
 $14,053
Liabilities and Stockholders’ Equity   
Noninterest bearing deposits$2,049
 $2,077
Interest bearing deposits6,885
 6,723
Total deposits8,934
 8,800
Short-term Federal Home Loan Bank advances4,260
 1,780
Long-term Federal Home Loan Bank advances1,405
 1,200
Other long-term debt494
 493
Representation and warranty reserve15
 27
Other liabilities ($60 and $60 measured at fair value, respectively)405
 417
Total liabilities15,513
 12,717
Stockholders’ Equity   
Common stock $0.01 par value, 80,000,000 and 70,000,000 shares authorized; 57,321,228 and 56,824,802 shares issued and outstanding, respectively1
 1
Additional paid in capital1,512
 1,503
Accumulated other comprehensive (loss) income(16) (7)
Accumulated deficit(98) (161)
Total stockholders’ equity1,399
 1,336
Total liabilities and stockholders’ equity$16,912
 $14,053


The accompanying notes are an integral part of these Consolidated Financial Statements.
76

Flagstar Bancorp, Inc.
Consolidated Statements of Operations
(In millions, except per share data)

 For the Years Ended December 31,
 202020192018
Interest Income
Loans$748 $713 $595 
Investment securities70 77 86 
Interest-earning deposits and other
Total interest income819794683
Interest Expense
Deposits81 138 94 
Short-term Federal Home Loan Bank advances and other16 59 68 
Long-term Federal Home Loan Bank advances12 (4)
Other long-term debt25 28 28 
Total interest expense134232186
Net interest income685 562 497 
Provision (benefit) for credit losses149 18 (8)
Net interest income after provision (benefit) for credit losses536544505
Noninterest Income
Net gain on loan sales971 335 200 
Loan fees and charges165 100 87 
Net return on mortgage servicing rights10 36 
Loan administration income84 30 23 
Deposit fees and charges32 38 21 
Other noninterest income63 101 72 
Total noninterest income1,325610439
Noninterest Expense
Compensation and benefits466 377 318 
Occupancy and equipment176 161 127 
Commissions232 111 80 
Loan processing expense98 80 59 
Legal and professional expense31 27 28 
Federal insurance premiums24 20 22 
Intangible asset amortization13 15 
Other noninterest expense117 97 73 
Total noninterest expense1,157888712
Income before income taxes704 266 232 
Provision for income taxes166 48 45 
Net income$538 $218 $187 
Net income per share
Basic$9.59 $3.85 $3.26 
Diluted$9.52 $3.80 $3.21 
Weighted average shares outstanding
Basic56,094,542 56,584,238 57,520,289 
Diluted56,505,813 57,238,978 58,322,950 
 For the Years Ended December 31,
 2017 2016 2015
Interest Income     
Loans$446
 $348
 $295
Investment securities80
 68
 59
Interest-earning deposits and other1
 1
 1
Total interest income527
 417
 355
Interest Expense     
Deposits52
 46
 42
Short-term Federal Home Loan Bank advances and other36
 5
 1
Long-term Federal Home Loan Bank advances24
 27
 18
Other long-term debt25
 16
 7
Total interest expense137
 94
 68
Net interest income390
 323
 287
Provision (benefit) for loan losses6
 (8) (19)
Net interest income after provision (benefit) for loan losses384
 331
 306
Noninterest Income     
Net gain on loan sales268
 316
 288
Loan fees and charges82
 76
 67
Deposit fees and charges18
 22
 25
Loan administration income21
 18
 26
Net return (loss) on mortgage servicing rights22
 (26) 28
Representation and warranty benefit13
 19
 19
Other noninterest income46
 62
 17
Total noninterest income470
 487
 470
Noninterest Expense     
Compensation and benefits299
 269
 237
Commissions72
 55
 39
Occupancy and equipment103
 85
 81
Loan processing expense57
 55
 52
Legal and professional expense30
 29
 36
Other noninterest expense82
 67
 91
Total noninterest expense643
 560
 536
Income before income taxes211
 258
 240
Provision for income taxes148
 87
 82
Net income$63
 $171
 $158
Net income per share     
Basic$1.11
 $2.71
 $2.27
Diluted$1.09
 $2.66
 $2.24
Weighted average shares outstanding     
Basic57,093,868
 56,569,307
 56,426,977
Diluted58,178,343
 57,597,667
 57,164,523

The accompanying notes are an integral part of these Consolidated Financial Statements.


Flagstar Bancorp, Inc.
Consolidated Statements of Comprehensive Income (Loss)
(In millions)

 For the Years Ended December 31,
 2017 2016 2015
Net income$63
 $171
 $158
Other comprehensive income (loss), net of tax     
Investment securities(10) (13) (3)
Derivatives and hedging activities1
 4
 (3)
Other comprehensive income (loss), net of tax(9) (9) (6)
Comprehensive income$54
 $162
 $152


The accompanying notes are an integral part of these Consolidated Financial Statements.

77


Flagstar Bancorp, Inc.
Consolidated Statements of Comprehensive Income
(In millions)
For the Years Ended December 31,
202020192018
Net income$538 $218 $187 
Other comprehensive income (loss), net of tax
Investment securities51 48 (29)
Derivatives and hedging activities(5)(2)
Other comprehensive income (loss), net of tax46 48 (31)
Comprehensive income$584 $266 $156 


78



Flagstar Bancorp, Inc.
Consolidated Statements of Stockholders' Equity
(In millions, except share data)
Common Stock
Number of Shares OutstandingAmount of Common
Stock
Additional
Paid in
Capital
Accumulated Other Comprehensive Income (Loss)Retained Earnings (Accumulated
Deficit)
Total
Stockholders’
Equity
Balance at December 31, 201757,321,228$$1,512 $(16)$(98)$1,399 
Net income— — — — 187187 
Total other comprehensive loss— — — (26)— (26)
Shares issued from the Employee Stock Purchase Plan114,385 — 10 — 10 
Stock-based compensation318,560 — — — — — 
Reclassification of certain income tax effects (1)— — — (5)
Repurchase of common shares (2)(4,709)— — — — — 
Balance at December 31, 201857,749,464 $$1,522 $(47)$94 $1,570 
Net income— — — 218 218 
Total other comprehensive income— — 48 — 48 
Shares issued from the Employee Stock Purchase Plan106,881— — — — — 
Dividends declared and paid376— — — (9)(9)
Stock-based compensation292,220— 11 — — 11 
Repurchase of common shares (2)(1,517,705)— (50)— — (50)
Balance at December 31, 201956,631,236 $$1,483 $$303 $1,788 
Net income— — — 538 538 
Total other comprehensive income— — 46 — 46 
Shares issued from the Employee Stock Purchase Plan181,875— — — — — 
Dividends declared and paid729— — — (11)(11)
Stock-based compensation429,874— 13 — — 13 
CECL ASU Adjustment to RE— — — (23)(23)
Repurchase of common shares (2)(4,587,647)— (150)— — (150)
Balance at December 31, 202052,656,067$$1,346 $47 $807 $2,201 
 Preferred StockCommon Stock    
 Number of Shares OutstandingAmount of Preferred
Stock
Number of Shares OutstandingAmount of Common
Stock
Additional
Paid in
Capital
Accumulated Other Comprehensive Income (Loss)Retained Earnings (Accumulated
Deficit)
Total
Stockholders’
Equity
Balance at December 31, 2014266,657
$267
56,332,307
$1
$1,482
$8
$(385)$1,373
Net income





158
158
Total other comprehensive income (loss)

 

(6)
(6)
Accretion of preferred stock

150,951

3


3
Stock-based compensation



1


1
Balance at December 31, 2015266,657
$267
56,483,258
$1
$1,486
$2
$(227)$1,529
Net income
$

$
$
$
$171
$171
Total other comprehensive income (loss)




(9)
(9)
Preferred stock redemption(266,657)(267)




(267)
Dividends on preferred stock





(105)(105)
Warrant exercise



6


6
Stock-based compensation

341,544

11


11
Balance at December 31, 2016
$
56,824,802
$1
$1,503
$(7)$(161)$1,336
Net income
$

$
$
$
$63
$63
Total other comprehensive income (loss)




(9)
(9)
Shares issued from Employee Stock Purchase Plan

48,032





Warrant exercise

154,313

4


4
Stock-based compensation

294,081

5


5
Balance at December 31, 2017
$
57,321,228
$1
$1,512
$(16)$(98)$1,399
(1)Income tax effects of the Tax Cuts and Jobs Act are reclassified from AOCI to retained earnings due to the adoption of ASU 2018-02.

(2)Includes dividend reinvestment shares.

The accompanying notes are an integral part of these Consolidated Financial Statements.
79

Flagstar Bancorp, Inc.
Consolidated Statements of Cash Flows
(In millions)

 For the Years Ended December 31,
 202020192018
Operating Activities
Net income$538 $218 $187 
Adjustments to reconcile net income to net cash used in operating activities:
Depreciation and amortization76 70 56 
Provision (benefit) for credit losses149 18 (8)
Net gain on loan and asset sales(971)(335)(200)
Proceeds from sales of HFS41,799 15,866 8,935 
Origination, premium paid and purchase of loans, net of principal repayments(48,857)(32,715)(32,261)
Net change in:
Other(763)(205)(87)
Net cash used in operating activities$(8,029)$(17,083)$(23,378)
Investing Activities
Proceeds from sale of AFS securities including loans that have been securitized$6,756 $15,873 $23,721 
Collection of principal on investment securities AFS610 184 199 
Purchase of investment securities AFS and other(360)(500)(340)
Collection of principal on investment securities HTM221 106 92 
Proceeds received from the sale of LHFI488 219 161 
Net origination, purchase, and principal repayments of LHFI(4,650)(3,179)(978)
Acquisition of premises and equipment, net of proceeds(54)(61)(71)
Net purchase of FHLB stock(74)
Proceeds from the sale of MSRs65 62 334 
Assets acquired in business combinations1,499 
Other, net(16)(16)(10)
Net cash provided by investing activities$2,986 $12,688 $24,607 
Financing Activities
Net change in deposit accounts$4,826 $2,766 $1,072 
Net change in short-term FHLB borrowings and other short-term debt(265)923 (1,016)
Proceeds from increases in FHLB long-term advances and other debt550 550 200 
Repayment of long-term FHLB advances(50)(1,455)
Repayment of long-term debt(3)
Proceeds from issuance of subordinated debt150 
Subordinated debt issuance costs(2)
Net receipt of payments of loans serviced for others165 284 181 
Dividends declared and paid(11)(9)
Stock repurchase(150)(50)
Other(19)(2)
Net cash provided by (used in) by financing activities$5,241 $4,419 $(1,020)
Net increase in cash, cash equivalents and restricted cash (1)198 24 209 
Beginning cash, cash equivalents and restricted cash (1)456 432 223 
Ending cash, cash equivalents and restricted cash (1)$654 $456 $432 
Supplemental disclosure of cash flow information
Interest paid on deposits and other borrowings$133 $230 $185 
Income tax payments$161 $$
Non-cash reclassification of investment securities HTM to AFS$$$144 
Non-cash reclassification of loans originated LHFI to LHFS$549 $120 $279 
Non-cash reclassification of LHFS to AFS securities$6,761 $15,458 $23,718 
MSRs resulting from sale or securitization of loans$268 $223 $356 
(1)For further information on restricted cash, see Note 11 - Derivatives.
 For the Years Ended December 31,
 2017 2016 2015
Operating Activities     
Net income (loss)$63
 $171
 $158
Adjustments to reconcile net income to net cash used in operating activities:     
Depreciation and amortization40
 32
 24
Representation and warranty (benefit)(13) (19) (19)
Provision (benefit) for loan losses6
 (8) (19)
Changes in valuation allowance on DTAs
 2
 11
Net gain on loan and asset sales(268) (314) (288)
Proceeds from sales of HFS9,245
 16,168
 18,467
Origination, premium paid and purchase of loans, net of principal repayments(34,235) (32,295) (28,008)
Change in fair value and other non-cash changes(280) (168) (132)
Net change in:     
Accrued interest receivable(11) (1) (8)
Deferred income taxes150
 76
 67
Other assets, excludes purchase of other investments54
 (59) 211
Other liabilities(42) 55
 (11)
Net cash (used in) operating activities$(25,291) $(16,360) $(9,547)
Investing Activities     
Proceeds from sale of AFS securities including loans that have been securitized$24,646
 $17,422
 $9,098
Collection of principal on investment securities AFS218
 187
 218
Purchase of investment securities AFS and other(904) (680) (1,148)
Collection of principal on investment securities HTM154
 190
 85
Purchase of investment securities HTM and other
 (15) (217)
Proceeds received from the sale of LHFI104
 229
 946
Net origination, purchase, and principal repayments of LHFI(1,760) (1,054) (3,106)
Purchase of bank owned life insurance(50) (85) (175)
Net purchase of FHLB stock(123) (10) (15)
Acquisition of premises and equipment, net of proceeds(97) (52) (46)
Proceeds from the sale of MSRs309
 69
 245
Other, net$(3) $
 $
Net cash provided by investing activities$22,494
 $16,201
 $5,885
Financing Activities     
Net change in deposit accounts$134
 $866
 $866
Net change in short term FHLB borrowings and other short-term debt2,480
 (336) 1,902
Proceeds from increases in FHLB long-term advances and other debt255
 445
 1,500
Repayment of long-term FHLB advances(50) (425) (375)
Repayment of trust preferred securities and long-term debt
 
 (88)
Net receipt of payments of loans serviced for others22
 (64) (76)
Preferred stock dividends
 (105) 
Redemption of preferred stock
 (267) 
Net receipt (disbursement) of escrow payments3
 (5) 5
Other(1) 
 
Net cash provided by financing activities$2,843
 $109
 $3,734
Net increase (decrease) in cash and cash equivalents46
 (50) 72
Beginning cash and cash equivalents158
 208
 136
Ending cash and cash equivalents$204
 $158
 $208
Supplemental disclosure of cash flow information     
Interest paid on deposits and other borrowings$136
 $112
 $58
Income tax payments$5
 $7
 $6
Non-cash reclassification of investment securities AFS to HTM$
 $
 $1,112
Non-cash reclassification of LHFI to LHFS$131
 $1,331
 $1,140
Non-cash reclassification of mortgage loans HFS to HFI$1
 $2
 $30
Non-cash reclassification of mortgage LHFS to AFS securities$24,345
 $17,130
 $8,853
Non-cash reclassification of loans with government guarantees to other assets$
 $
 $373
MSRs resulting from sale or securitization of loans$288
 $228
 $260

The accompanying notes are an integral part of these Consolidated Financial Statements.
80

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements






Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies


Description of Business
        
Flagstar Bancorp, Inc., is a savings and loan holding company founded in 1993. The Company's business is primarily conducted through its principal subsidiary, Flagstar Bank, FSB (the "Bank"), a federally chartered stock savings bank founded in 1987. We are one of the largest banks headquartered in Michigan. When we refer to "Flagstar", "the Company", "we", "our", or "us," we mean Flagstar Bancorp, Inc. and our consolidated subsidiaries.


The Company is subject to regulation, examination and supervision by the Board of Governors of the Federal Reserve ("Federal Reserve").Reserve. The Bank is subject to regulation, examination and supervision by the OCC of the U.S. Department of the Treasury, the CFPB and the FDIC. The Bank is a member of the FHLB of Indianapolis and its deposits are insured by the FDIC through the Deposit Insurance Fund.


Consolidation and Basis of Presentation


The    Our accounting and financial reporting policies of us and our subsidiaries conform to accounting principles generally accepted in the United States. Additionally, where applicable the policies conform to the accounting and reporting guidelines prescribed by regulatory authorities. Certain prior period amounts have been reclassified to conform to the current period presentation. The preparation of the Consolidated Financial Statements, requires managementManagement to make estimates and assumptions that affect reported amounts of assets and liabilities, revenues and expenses and disclosures of contingent assets and liabilities. Actual results could be materially different from these estimates.


Subsequent Events


We have evaluated all subsequent events for potential recognition and disclosure through the filing date of this Form 10-K.


Cash, and Cash Equivalents and Restricted Cash


Cash and cash equivalents include cash on hand, amounts due from correspondent banks and the FRB, and short-term investments that have a maturity at the date of acquisition of three months or less and are readily convertible to cash. Restricted cash includes cash that the Bank pledges as maintenance margin on centrally cleared derivatives and is included in other assets on the Consolidated Statements of Financial Condition.


Investment Securities


We measure securities classified as AFS at fair value, with unrealized gains and losses, net of tax, included in other comprehensive income (loss) in stockholders’ equity. We recognize realized gains and losses on AFS securities when securities are sold. The cost of securities sold is based on the specific identification method. Any gains or losses realized upon the sale of a security are reported in other noninterest income in the Consolidated Statements of Operations. The fair value of investment securities is based on observable market prices, when available. If observable market prices are not available, our valuations are based on alternative methods, including: quotes for similar fixed-income securities, matrix pricing, or discounted cash flow methods. The fair values, obtained through an independent third party utilizing a pricing service, are compared to independent pricing sources on a quarterly basis. For further information, see Note 2 - Investment Securities and Note 2220 - Fair Value Measurements.


Investment securities HTM are carried at amortized cost and are adjusted for amortization of premiums and accretion of discounts using the interest method. Transfers of investment securities into the HTM category from the AFS category are accounted for at fair value at the date of transfer. Any related unrealized holding gain (loss), net of tax, that was included in the transfer is retained in other comprehensive income (loss) and is amortized as an adjustment to interest income over the remaining life of the securities.


We separately evaluate AFS andour HTM debt securities for any credit losses. For each of the three years ended December 31, 2020, all investment securities HTM held by us were issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies and have a long history of no credit losses; therefore, we apply a zero credit loss assumption to this portfolio and did not record any credit allowance for OTTI on a quarterly basis. An OTTI is considered to have occurred when the fair value of a debt security is below its amortized costs and we (1) have the intent to sell the security, (2) will more likely than not be required to sell the security before recovery of its amortized cost, or (3) does not expect to recover the entire amortized cost basiseach of the security. Investments that have an OTTI are written down through a charge to earnings for the amount representing the credit loss on the security. Gains and losses related to all other factors are recognized in otherthree years ended December 31, 2020.
81

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements




comprehensive income (loss).    We evaluate AFS debt securities where the value has declined below amortized cost for impairment. If we intend to sell or believe it is more likely than not that we will be required to sell the debt security, it is written down to fair value through earnings. For AFS debt securities we intend to hold, we evaluate the debt securities for expected credit losses, except for debt securities that are guaranteed by the U.S. Treasury, U.S. government agencies or sovereign entities of high credit quality for which we apply a zero loss assumption, comprised 94 percent of our AFS portfolio at December 31, 2020. For the remaining AFS securities, credit losses are recognized as an increase to the ACL through the credit loss provision. If any of the decline in fair value is related to market factors, that amount is recognized in OCI. For the three years ended December 31, 2015 through December 31, 2017,2020, we did not recognize any OTTI losses.had no unrealized credit losses


Investment securities transactions are recorded on the trade date for purchases and sales. Interest earned on investment securities, including the amortization of premiums and the accretion of discounts, are determined using the effective interest method over the period of maturity and recorded in interest income in the Consolidated Statements of Operations. For further information, see Note 2 - Investment Securities.Accrued interest receivable on investment securities totaled $5 million at December 31, 2020 and was reported in Other assets on the Consolidated Statements of Financial Condition.


Loans Held-for-Sale


We classify loans as LHFS when we originate or purchase loans that we intend to sell. We have elected the fair value option for the majority of our LHFS. We estimate the fair value of mortgage loans based on quoted market prices for securities backed by similar types of loans, where available, or by discounting estimated cash flows using observable inputs inclusive of interest rates, prepayment speeds and loss assumptions for similar collateral. LHFS that are recorded at lower of cost or fair value may be carried at fair value on a nonrecurring basis when the fair value is less than cost. For further information, see Note 2220 - Fair Value Measurements.


Loans that are transferred into the LHFS portfolio from the LHFI portfolio, due to a change in intent, are recorded at the lower of cost or fair value. Gains or losses recognized upon the sale of loans are determined using the specific identification method.


Loans Held-for-Investment    


We classify loans that we have the intent and ability to hold for the foreseeable future or until maturity as LHFI. Loans held-for-investment are reported at their amortized cost, which includes the outstanding principal balance adjusted for any unamortized premiums, discounts, deferred fees and costs. Accrued interest receivable on loans held-for-for investment totaled $43 million at December 31, 2020 and was reported in Other assets on the Consolidated Statements of Financial Condition. Premiums and discounts on purchased loans and non-refundable loan origination and commitment fees, net of direct costs of originating or acquiring loans, are deferred and recognized over the estimated liveslife of the related loans as an adjustment to the loans’ effective yield, which is included in interest income on loans in the Consolidated Statements of Operations.


Loans originally classified as LHFS, for which we have elected the fair value option, and subsequently transferred to LHFI continue to be measured and reported at fair value on a recurring basis. Changes in fair value are recorded to other noninterest income on the Consolidated Statements of Operations. The fair value of these loans is determined using the same methods described above for LHFS. For further information, see Note 2220 - Fair Value Measurements.


When loans originally classified as LHFS or as LHFI are reclassified due to a change in intent or ability to hold, cash flows associated with the loans are classified in the Consolidated Statements of Cash Flows as operating or investing, as appropriate, in accordance with the initial classification of the loans.


Past Due, Impaired and ImpairedModified (Troubled Debt Restructuring) Loans


Loans are considered to be past due when any payment of principal or interest is 30 days past the scheduled payment date. While it is the goal of managementManagement to collect on loans, we attempt to work out a satisfactory repayment schedule or modification with past due borrowers and will undertake foreclosure proceedings if the delinquency is not satisfactorily resolved. Our practices regarding past due loans are designed to both assist borrowers in meeting their contractual obligations and minimize losses incurred by the bank.


82

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

We cease the accrual of interest on all classes of consumer and commercial loans upon the earlier of, becoming 90 days past due, or when doubt exists as to the ultimate collection of principal or interest (classified as nonaccrual or nonperforming loans)NPLs). When a loan is placed on nonaccrual status, the accrued interest income is reversed against interest income and the loan may only return to accrual status when principal and interest become current and are anticipated to be fully collectible. We do not measure an ACL for accrued interest receivables as accrued interest is written off in a timely manner.

    
Loans are considered impaired if it is probable that payment of all interest and principal will not be made in accordance with the original contractual terms of the loan agreement or when any portion of principal or interest is 90 days past due. This classification includes both performing and nonperforming modified loans. For further information, see Note 4 - Loans Held-for-Investment.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


When a loan is considered impaired, the accrual of interest income is discontinued until the receipt of principal and interest is no longer in doubt. Interest income is recognized on impaired loans using a cost recovery method unless amounts contractually due are not in doubt. Cash received on nonperforming impaired loans areis applied entirely against principal until the loan has been collected in full, after which time any additional cash receipts are recognized as interest income.

Loan Modifications (Troubled Debt Restructurings)


We may modify certain loans in both our consumer and commercial loan portfolios to retain customers or to maximize collection of the outstanding loan balance. We have programs designed to assist borrowers by extending payment dates or reducing the borrower's contractual payments. All loan modifications are made on a case-by-case basis. Our standards relating to loan modifications consider, among other factors, minimum verified income requirements, cash flow analysis and collateral valuations. TDRs result in those instances in which a borrower demonstrates financial difficulty and for which a concession has been granted, which includesincluding reductions of interest rate,rates, extensions of amortization period,periods, principal and/or interest forgiveness and other actions intended to minimize the economic loss and to avoid foreclosure or repossession of collateral. These loans are classified as nonperforming TDRs if the loan was nonperforming prior to the restructuring, or based upon the results of a contemporaneous credit evaluation. Such loans will continue on nonaccrual status until the borrower has established a willingness and ability to make the restructured payments for at least six months, after which they will be classified as performing TDRs and will begin to accrue interest. Performing and nonperforming TDRs remain impaired as interest and principal will not be received in accordance with the original contractual terms of the loan agreement.


Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, but may give rise to potential incremental losses. We measure impairments using a discounted cash flow method for performing TDRs and measure impairment based on collateral values for collateral-dependent nonperforming TDRs.

Allowance for LoanCredit Losses on Loans


The allowance for loan lossesACL represents management'sManagement's estimate of probableexpected lifetime losses in our LHFI portfolio, excluding loans carried under the fair value option. We establish an allowance when (a) available information indicates that it is probable thatIn addition, we record a loss has occurredreserve for expected lifetime losses on our unfunded commitments - see Reserve for Unfunded Commitments section below. Therefore, we record ALLL on relevant financial assets and (b)a reserve for unfunded commitments on our Consolidated Statements of Financial Condition, collectively referred to as the amountACL.

Expected credit losses are estimated over the contractual term of the loss can be reasonably estimated.loans, adjusted for expected prepayments when appropriate. The allowance provides for probable losses that have been identified with specific customer relationships (individually evaluated)contractual terms excludes expected extensions, renewals, and for probable losses believed to be inherent in the loan portfolio but that have not been specifically identified (collectively evaluated). Management assigns qualitative factors to each loan portfolio segment based on considerationmodifications unless either of the following factors:applies: Management has a reasonable expectation at the reporting date that a troubled debt restructuring will be executed with an individual borrower or the extension or renewal options are included in the original or modified contract at the reporting date and are not unconditionally cancellable by us.

The ACL is impacted by changes in lending policies and procedures, changes in economic and business conditions, changes in the nature and volumeasset quality of the portfolio, including but not limited to increases in risk rating changes in lending management,our commercial portfolio, borrower delinquencies, changes in credit quality statistics,FICO scores or changes in LTVs in our consumer portfolio. In addition, while we have incorporated our forecasted impact of COVID-19 into our ACL, the qualityultimate impact of COVID-19 is still uncertain, including how long economic activity will be impacted by the pandemic and what effect the unprecedented levels of government fiscal and monetary actions will have on the economy and our credit losses.

Specifically identified component. The specifically identified component of the loan review system, changes inACL related to performing TDR loans is generally measured as the value of underlying collateral for collateral-dependent loans, changes in concentrations of credit, and other internal or external factor changes.

A specific allowance is established on impaired loans when it is probable all amounts due will not be collected pursuant to the original contractual terms of the loan anddifference between the recorded investment in the specific loan exceeds its fair value. The required allowance is measured using eitherand the present value of the expected future cash flows expected to be collected, discounted at the loan'sloan’s original effective interest rate orrate. Estimating the fairtiming and amounts of future cash flow projections is highly judgmental and based upon assumptions including default rates, prepayment probability
83

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

and loss severities. All of these estimates and assumptions require significant management judgment and certain assumptions are highly subjective.

Specifically identified collateral dependent NPL loans are generally measured as the difference between the recorded investment in the impaired loan and the underlying collateral value of the collateral less estimated disposal costs ifto sell. These estimates are dependent on third-party property valuations which may be influenced by factors such as the loan is collateral dependent.current and future level of home prices, the duration of current overall economic conditions, and other macroeconomic and portfolio-specific factors.


Model-based component. A general allowance is established for expected lifetime losses inherent on non-impaired loans by segmenting the portfolio based upon common risk characteristics. Our consumer loan portfolio is broadly segmented into Residential First Mortgage, Home Equity and Other Consumer. Risks for these segments include lien position, credit quality, and loan structure. Our commercial loans are broadly segmented into Commercial Real Estate, Commercial and Industrial, and Warehouse Lending. Risks for these segments include credit quality and loan structure.

The general allowance is determined using dual risk rating models which use probability of default, loss is then determinedgiven default and exposure at default. These models incorporate macroeconomic forecast scenarios applied over a 2-year reasonable and supportable forecast period. After this forecast period, we revert on a straight-line basis over a 1-year period to historical averages which are utilized for the remaining contractual life, adjusted for expected prepayments and borrower controlled extension options. The macroeconomic scenarios include variables that, based on historical analysis, have been key drivers of increases and decreases in credit losses. These variables include unemployment rates, real estate prices, and gross domestic product levels.

Qualitative adjustments. The specifically identified component analysis and the output of the model provide a reasonable starting point for our analysis, but do not, by usingthemselves, form a historical losssufficient basis to determine the appropriate level for the ACL. We therefore consider the qualitative factors that are likely to cause the ACL associated with our existing portfolio to differ from the output of the model. The most significant qualitative factors considered include changes in economic and business conditions, changes in nature and volume of portfolio and changes in the volume and severity of past due loans. The application of different inputs into the model which utilizes our loss historycalculation and the assumptions used by specific product, or ifManagement to adjust the product is not sufficiently seasoned, per readily available industry peer loss data. The loss model utilizes a loss emergence periodcalculation are subject to significant management judgment and may result in actual credit losses that representsdiffer from the average amount of time between when the loss event first occurs and when the specific loan is charged-off. In addition to the loss history or peer data, we also include a qualitative adjustment that considers economic risks, industry and geographic concentrations and other factors not adequately captured in our methodology.originally estimated amounts.

Credit Losses
    
Consumer loans secured by real estate are charged-off to the estimated fair value of the collateral when a loss is confirmed or at 180 days past due, whichever is sooner. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued delinquency, foreclosure or receipt of an asset valuation indicating a collateral deficiency and the asset is the sole source of repayment. For consumer loans not secured by real estate, the charge-off is taken upon the earlier of the confirmation of a loss or 120 days past due.


Commercial loans are evaluated on a loan level basis and either charged-off or written down to net realizable value if a loss confirming event has occurred. Loss confirming events include, but are not limited to, bankruptcy (unsecured), continued
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


delinquency, foreclosure, or receipt of an asset valuation indicating a collateral deficiency and that asset is the sole source of repayment.


Recoveries of past charge-offs are credited to the allowance for previously charged-off principal, interest and expenses after principal, interest, and fees of the loan are collected.

Reserve for Unfunded Commitments

We estimate expected credit losses over the contractual period in which we are exposed to credit risk via a contractual obligation to extend credit, unless that obligation is unconditionally cancellable by us. The ACL on unfunded commitments is adjusted as a provision for credit loss expense within the provision (benefit) for credit losses on the Consolidated Statements of Operations and is recorded in other liabilities on the Consolidated Statements of Financial Condition. The estimate includes consideration of the likelihood that funding will occur and an estimate of expected credit losses on commitments expected to be funded over its estimated life. The reserve for unfunded commitments is included in other liabilities on the Consolidated Statements of Financial Condition.

84

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

These credit exposures include unfunded loans with available balances, new commitments to lend that are not yet funded, and standby and commercial letters of credit. For further information, see Note 19 – Legal Proceedings, Contingencies and Commitments.

Transfers of Financial Assets


Our recognition of gain or loss on the sale of loans for which we surrender control is accounted for as a sale to the extent that 1) the transferred assets are legally isolated from us or our consolidated affiliates, even in bankruptcy or other receivership, 2) the transferee has the right to pledge or exchange the assets with no conditions that constrain the transferee and provide more than a trivial benefit to the Company and 3) we do not maintain the obligation or unilateral ability to reclaim or repurchase the assets. If the sale criteria are met, the transferred financial assets are removed from the Consolidated Statements of Financial Condition and a gain or loss on sale is recognized.


Variable Interest Entities

An entity that has a controlling financial interest in a variable interest entity ("VIE")VIE is referred to as the primary beneficiary and consolidates the VIE. An entity is deemed to have a controlling financial interest and is the primary beneficiary of a VIE if it has both the power to direct the activities of the VIE that most significantly impact the VIE’s economic performance and an obligation to absorb losses or the right to receive benefits that could potentially be significant to the VIE. For further information, see Note 7 - Variable Interest Entities.


Repossessed Assets


Repossessed assets include one-to-four family residential property, commercial property and one-to-four family homes under construction that were acquired through foreclosure or acceptance of a deed-in-lieu of foreclosure. Repossessed assets are initially recorded in other assets at the estimated fair value of the collateral less estimated costs to sell. Losses arising from the initial acquisition of such properties are charged against the ALLLallowance for loan losses at the time of transfer. Subsequent valuation adjustments to reflect fair value, as well as gains and losses on disposal of these properties, are charged to other noninterest expense within noninterest expense in the Consolidated Statements of Operations as incurred. For further information, see Note 6 - Repossessed Assets and Note 2220 - Fair Value Measurements.


Loans with Government Guarantees


We originate government guaranteed loans which are pooled and sold as Ginnie Mae MBS. Pursuant to Ginnie Mae servicing guidelines, we have the unilateral right to repurchase loans 90 days or more past due securitized in Ginnie Mae pools.pools that are due, but unpaid, for three consecutive months. As a result, once the delinquency criteria have been met, and regardless of whether the repurchase option has been exercised, we account for the loans as if they had been repurchased. We recognize the loans and corresponding liability as loans with government guarantees and other liabilities,loans with government guarantees repurchase options, respectively, in the Consolidated Statements of Financial Condition. If the loan is repurchased, the liability is cash settled and the loan with government guarantee remains. Once repurchased, we may collectrecover losses through a claims process with the government agency, as an approved lender.


Federal Home Loan Bank Stock


We own stock in the FHLB of Indianapolis, as required to permit us to obtain membership in and to borrow from the FHLB. No market quotes exist for the stock. The stock is redeemable at par and is carried at cost.cost as no market quotes exist for the stock.


Premises and Equipment


Premises and equipment are carried at cost less accumulated depreciation. Land is carried at historical cost. Depreciation is calculated on a straight-line basis over the estimated useful lives of the assets, which generally ranges from three to thirty years. Capitalized software is amortized on a straight-line basis over its useful life, which generally ranges from three years to seven years. Software expenditures and repair and maintenance costs that are considered general, administrative, or of a maintenance nature are expensed as incurred.


85

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Goodwill and Intangible Assets

    The excess of the cost of an acquisition over the fair value of the net assets acquired consists primarily of goodwill, core deposit intangibles and other identifiable intangible assets.

    Goodwill is not amortized, but rather tested annually for impairment, or more frequently as events occur or circumstances change that would indicate the fair value is below the carrying amount. The Company may assess qualitative factors to determine whether it is more-likely-than-not the fair value is less than its carrying amount. If the Company concludes based on the qualitative assessment that goodwill may be impaired, a quantitative one-step impairment test would then be applied. An impairment loss would be recognized for any excess of carrying value over the fair value of the goodwill.

    Intangible assets subject to amortization are amortized over the estimated life, using a method that approximates the time the economic benefits are realized by the Company. Intangible assets are reviewed for impairment at least annually and whenever events or changes in circumstances indicate that the carrying amount of the assets may not be recoverable.

Amortization expense on intangible assets was $13 million and $15 million for the years ended December 31, 2020 and December 31, 2019, respectively. The estimated future aggregate amortization expense on intangible assets for the years ended 2021, 2022, and 2023 is $11 million, $9 million and $7 million, respectively.

Mortgage Servicing RightsRights


We purchase and originate mortgage loans for sale to the secondary market and sell the loans on either a servicing-retained or servicing-released basis. If we retain the right to service the loan, an MSR is created at the time of sale which is recorded at fair value. We use an internal valuation model that utilizes an option-adjusted spread, constant prepayment speeds, costs to service and other assumptions to
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


determine the fair value of MSRs which include anticipated prepayment speeds (also known as the constant prepayment rate), product type (i.e., conventional, government, balloon), fixed or adjustable rate of interest, interest rate, term (i.e., 15 or 30 years), servicing costs per loan, discount rate and estimate of ancillary income such as late fees and prepayment fees.MSRs.
Management obtains third-party valuations of the MSR portfolio on a quarterly basis from independent valuation services to assess the reasonableness of the fair value calculated by our internal valuation model. Changes in the fair value of our mortgage servicing rightsMSRs are reported on the Consolidated Statements of Operations in net return on mortgage servicing. For further information, see Note 10 - Mortgage Servicing Rights and Note 2220 - Fair Value Measurements.


We periodically enter into agreements to sell certain of our MSRs, which qualify as sales transactions. A transfer of servicing rights related to loans previously sold qualifies as a sale at the date on which title passes if substantially all risks and rewards of ownership have irrevocably passed to the transferee and any protection provisions retained by the transferor are minor and can be reasonably estimated. In addition, if a sale is recognized and only minor protection provisions exist, a liability is accrued for the estimated obligation associated with those provisions.


Leases

Effective January 1, 2019, we adopted the requirements of ASU 2016-02, Leases (Topic 842) and all related amendments. The Company elected to apply the practical expedient of forgoing the restatement of comparative periods. In addition, we elected the practical expedients permitted under transition guidance to not reassess leases entered into prior to adoption. As permitted under ASC 842, the Company made an accounting policy election to exempt leases with an initial term of twelve months or less from balance sheet recognition. Instead, short-term leases are expensed over the lease term with no impact to the balance sheet.
    At December 31, 2019, our inventory of leases included various bank branches, ATM locations and retail home lending offices. Many of our leases contain options to extend or terminate early and we consider these options when evaluating the lease term to determine if they are reasonably certain to be exercised based on all relevant economic and financial factors. Lease rental expense totaled approximately $13 million, $12 million and $11 million for the years ended December 31, 2020, 2019 and 2018, respectively. All leases are classified as operating leases based on their terms.

86

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

    The following table reflects information relating to our operating leases:
December 31, 2020
(Dollars in millions)
Operating Leases (1)
Weighted-average remaining lease term (years)3.64
Weighted-average discount rate1.85 %
Right-of-use asset (2)$23 
Lease liability (3)$23 
(1)Lease expense on operating leases includes a de-minimis amount of short-term lease expense and variable lease expense.
(2)Recorded in premises and equipment on the Consolidated Statements of Financial Condition.
(3)Recorded in other liabilities on the Consolidated Statements of Financial Condition.

    The following table presents our undiscounted cash flows on our operating lease liabilities as of December 31, 2020
and our minimum contractual obligations on our operating leases as of December 31, 2019:
 December 31, 2020December 31, 2019
 (Dollars in millions)
Within one year$$
After one year and within two years
After two years and within three years
After three years and within four years
After four years and within five years
After five years
Total (1)$28 $27 
(1)The difference between the total undiscounted cash payments on operating leases and the lease liability is solely the effect of discounting.

Servicing Fee Income


Servicing fee income, late fees and ancillary fees received on loans for which we own the MSR are included in the net return on mortgage servicing asset line ofrights on the Consolidated Statements of Operations. The fees are based on a contractual percentage of the outstanding principal and are recorded as income when earned. Subservicing fees, which are included in loan administration income on the Consolidated Statements of Operations, are based on a contractual monthly amount per loan including late fees and other ancillary income.


Revenue from Contracts with Customers

    Under the guidance of the Revenue from Contracts with Customers (Topic 606), an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration received in exchange for those goods or services.

    Revenue is recognized when obligations, under the terms of a contract with our customer, are satisfied, which generally occurs when services are performed. Revenue is measured as the amount of consideration we expect to receive in exchange for providing services.

The disaggregation of our revenue from contracts with customers is provided below:
For the Years Ended December 31,
Location of Revenue (1)20202019
(Dollars in millions)
Deposit account and other banking incomeDeposit fees and charges$21 $27 
Debit card interchange feesDeposit fees and charges11 11 
Credit card interchange feesOther noninterest income
Wealth managementOther noninterest income
Total$41 $46 
(1)Recognized within the Community Banking segment.

87

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Deposit account and other banking income - We charge depositors various deposit account service fees including those for outgoing wires, overdrafts, stop payments, and ATM fees. These fees are generated from a depositor’s option to purchase services offered under the contract and are only considered a contract when the depositor exercises their option to purchase these account services. Therefore, we deem the term of our contracts with depositors to be day-to-day and do not extend beyond the services already provided. Deposit account and other banking fees are recorded at the point in time we perform the requested service.

Interchange income - We collect interchange fee income when debit cards that we have issued to our customers, are used in merchant transactions. Our performance obligation is satisfied and revenue is recognized at the point we initiate the payment of funds from a customer’s account to a merchant account.

Merchant fee income - We receive a percentage of merchant fees based upon card transactions processed through point-of-sale terminals at referred merchant locations. Our performance obligation is satisfied when our referral of a merchant to a payment processing vendor results in an executed agreement between the merchant and the vendor. Merchant fee revenue is recognized as received.

Wealth management revenue - We earn commission income through a revenue share program based on a tiered percentage of total gross commissions generated from the sales of investment and insurance services to Flagstar customers. Commissions are earned and our performance obligation has been satisfied at the point of sale or trade execution. Our portion of earned commissions is calculated, paid and recognized as revenue on a monthly basis.

    We also earn revenue from portfolio management services. We receive payment in advance for portfolio management services at the beginning of each quarter for services to be performed over the quarter which results an insignificant revenue liability. We recognize this revenue over the quarter on a straight-line basis, as we believe this is the most appropriate method to measure progress towards satisfaction of the performance obligation.

Derivatives


We utilize derivative instruments to manage the fair value changes in our MSRs, interest rate lock commitments and LHFS portfolio which are exposed to price and interest rate risk,risk; facilitate asset/liability management,management; minimize the variability of future cash flows on long-term debt,debt; and to meet the needs of our customers. All derivatives are recognized on the Consolidated Statements of Financial Condition as other assets and liabilities, as applicable, at their estimated fair value.

    For those derivatives designated as qualified cash flow hedges, changes in the fair value of the derivatives, to the extent effective as a hedge, are recorded in accumulated other comprehensive income, net of income taxes, and reclassified into earnings concurrently with the earnings of the hedged item. For derivative instruments designated as qualified fair value hedges, which are used to hedge the exposure of fair value changes of an asset or liability attributable to a particular risk, the gain or loss on the derivative instrument, as well as the offsetting lossgain or gainloss on the hedged item attributable to the hedged risk, are recognized in current earnings during the period of the change in fair values.period. For all other derivatives, changes in the fair value of the derivative are recognized immediately in earnings. A majority of these derivatives are subject to master netting agreements and cleared through a Central Counterparty Clearing House, which mitigates non-performance risk with counterparties and enables us to settle activity on a net basis.


We use interest rate swaps, swaptions, futures and forward loan sale commitments to mitigate the impact of fluctuations in interest rates and interest rate volatility on the fair value of the MSRs. These derivatives are not designated as qualifying hedges. Accordingly, changesChanges in their fair value are reflected in current period earnings under the net return on mortgage servicing asset. These derivatives are valued based on quoted prices for similar assets in an active market with inputs that are observable.


We also enter into various derivative agreements with customers and correspondents in the form of interest-rateinterest rate lock commitments and forward purchase contracts which are commitments to originate or purchase mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. The derivatives are valued using internal models that utilize market interest rates and other unobservable inputs. Changes in the fair value of these commitments due to fluctuations in interest rates that are to be originated to our LHFS portfolio are economically hedged through the use of forward loan sale commitments of MBS. The gains and losses arising from this derivative activity are reflected in current period earnings under the net gain on loan sales. Interest rate lock commitments are valued using internal models with significant unobservable market parameters. Forward loan sale commitments are valued based on quoted prices for similar assets in an active market with inputs that are observable.


At certain times we    We may also enter into various derivative agreements with correspondents in the form of forward purchase contracts at the time the correspondent customer enters into an interest-rate lock commitment. The derivatives are valued using internal models that utilize market interest rates and other unobservable inputs.

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


We utilize interest rate swaps to hedge the forecasted cash flows from our underlying variable-rate FHLB advances and forecasted FHLB advances in qualifying cash flow hedge accounting relationships. Changes in the fair value of
88

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

derivatives designated as cash flow hedges are recorded in other comprehensive income on the Consolidated Statement of Financial Condition and reclassified into interest expense concurrently with the interest expense on the debt. Interest rate swaps are valued based on quoted prices for similar assets in an active market with inputs that are observable. These hedges are evaluated for effectiveness using regression analysis at the time they are designated and then qualitatively throughout the remaining hedge period.period unless a change in facts and circumstances is identified. For forecasted FHLB advances being hedged, we evaluate the likelihood of the transaction occurring based on the current facts and circumstances each reporting period to ensure the hedge relationship still qualifies for hedge accounting. If we de-designate a hedge relationship or determine that an interest rate swap no longer qualifies for hedge accounting, changes in fair value are no longer recorded in other comprehensive income. If the hedged item remains probable to occur, theThe effective amounts previously recorded in other comprehensive income are recognized in earnings over the remaining life of the hedged item as an adjustment to yield.yield, unless the point it is determined that the underlying transaction is probable to not occur, at which point it is reclassified immediately into earnings.


We also utilize interest rate swaps to manage fair value changes of our fixed-rate FHLB advances, certain HFI residential first mortgages and certain AFS securities in a qualifying fair value hedge accounting relationship. Changes in the fair value of derivatives designated as fair value hedges, as well as the change in fair value of the hedged item, are recognized in current period earnings. The corresponding adjustment is recorded as a basis adjustment to the hedged item and hedging instrument.relationships. Interest rate swaps are valued based on quoted prices for similar assets in an active market with inputs that are observable. Changes in the fair value of derivatives designated as fair value hedges, and changes in value attributable to the benchmark interest rate of the hedged item, are recognized in current period earnings and as a basis adjustment to the hedged item and hedging instrument. These hedges are evaluated for effectiveness using regression analysis at the time they are designated and then qualitatively throughout the hedge period.period unless a change in facts and circumstances is identified. If the Company determines an interest rate swap no longer qualifies for fair value hedge accounting or is de-designated, the hedged item will no longer be adjusted for changes in fair value and the amounts previously recorded as a basis adjustment are recognized in earnings over the remaining life of the hedged item as an adjustment to yield.

If a previously hedged item is extinguished or sold, the remaining unamortized balance in other comprehensive income balance for prior cash flow hedges and the remaining basis adjustment of the hedged item for prior fair value hedges will be reclassified to current period earnings.

To assist our customers in meeting their needs to manage interest rate risk, we enter into interest rate swap derivative contracts. To economically hedge this risk, we enter into offsetting derivative contracts to effectively eliminate the interest rate risk associated with these contracts.
    
For additional information regarding the accounting for derivatives, see Note 11 - Derivative Financial Instruments and for additional information on recurring fair value disclosures, see Note 2220 - Fair Value Measurements.


Income Taxes


We evaluate two components of income tax expense: current and deferred.    Current income tax expense represents our estimated taxes to be paid or refunded for the current period. Deferred taxes are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. DTAs and liabilities are measured using enacted tax rates that will apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on DTAs and liabilities of a change in tax rates is recognized as income or expense in the period that includes the enactment date. We evaluate our DTAs to determine if, based on all available evidence, it is more likely than not that they will be realized. If it is determined that it is more likely than not that the deferred taxes will not be realized, we establish a valuation allowance. For further information, see Note 1917 - Income Taxes.


Representation and Warranty Reserve


When we sell mortgage loans into the secondary mortgage market, we make customary representations and warranties to the purchasers about various characteristics of each loan, such as the manner of origination, the nature and extent of underwriting standards applied and the types of documentation being provided. For eligible loans sold to the Agencies after December 31, 2014, these representations and warranties generally expire after 36 months. Typically, all other representations and warranties are in place for the life of the loan. If a defect in the origination process is identified, we may be required to either repurchase the loan, pay a fee or indemnify the purchaser for losses it sustains on the loan. If there are no such defects, the Company has no liability to the purchaser for losses it may incur on such loan. Upon the sale of a loan, the Company recognizeswe recognize a liability for that guarantee at its fair value as a reduction of our net gain on loan sales. Subsequent to the sale, the liability is re-measured on an ongoing basis based upon an estimate of probable future losses. In each case, these estimates are based on our most recent data including loss severity on repurchased and indemnifiedAn estimate of the fair value of the guarantee associated with the mortgage loans repurchase requests and other
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


factors. Changes to our previous estimates areis recorded in the representation and warranty (provision) benefitother liabilities in the Consolidated Statements of Operations.Financial Condition, and was $7 million at December 31, 2020, as compared to $5 million at December 31, 2019.


Advertising Costs


Advertising costs are expensed in the period they are incurred and are included as part of other noninterest expense in the Consolidated Statements of Operations. Advertising expenses totaled $16$22 million, $11$25 million, and $9$26 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively.


89

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Stock-Based Compensation


All share-based payments to employees, including grants of employee stock options and restricted stock units, are classified as equity with expenses being recognized in compensation and benefits in the Consolidated Statements of Operations based on their fair values. The amount of compensation is measured at the grant date and is expensed over the requisite service period, which is normally the vesting period and for the year ended December 31, 2017, anywith forfeitures werebeing recognized as they occurred.occur. In addition to share-based payments to employees, the discount provided to employees through the Employee Stock Purchase Plan is also recognized as stock-based compensation. For further information, see Note 1816 - Stock-Based Compensation.

Department of Justice Litigation Settlement

The executed settlement agreement with the DOJ representing the obligation to make future additional payments establishes a legally enforceable contract with a stipulated payment plan that meets the definition of a financial liability. We have elected the fair value option to account for this financial liability included in other liabilities on the Consolidated Financial Statements. For additional information on the valuation of the DOJ litigation settlement, see Note 22 - Fair Value Measurements.


Recently Issued Accounting Pronouncements


Adoption of New Accounting Standards


We adopted the following accounting standard updates (ASU) during 2017, none of which had a material impact to our financial statements:
StandardDescriptionEffective Date
ASU 2016-17Consolidation (Topic 810): Interests Held Through Related Parties That are Under Common ControlJanuary 1, 2017
ASU 2016-09Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment AccountingJanuary 1, 2017
ASU 2016-07Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of AccountingJanuary 1, 2017
ASU 2016-06Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt InstrumentsJanuary 1, 2017
ASU 2016-05Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge RelationshipsJanuary 1, 2017

Accounting Standards Issued But Not Yet Adopted

The following ASUs have been issued and are expected to result in a significant change toadopted which impact our significant accounting policies and/or have a significant financial impact:

Derivatives and Hedging - In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815): Targeted Improvements to Accounting for Hedging Activities. The amendments were designed to more closely align hedge accounting requirements with users’ risk management strategies. ASU 2017-12 is effective for fiscal years beginning after December 15, 2018 and early adoption is permitted. The Company has early adopted this ASU during the first quarter of 2018. The guidance provides a broader range of hedge accounting opportunities and simplifies documentation requirements for our existing cash flow hedge relationships. In conjunction with adoption of this ASU, the Company elected to transfer $144 million of investment securities from HTM to AFS during the first quarter of 2018, as permitted by the standard.

Credit Losses - In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU, which alters the current method for recognizing credit losses. Currently, an institution useslosses within the incurred loss method, whereas thereserve account. The new guidance requires financial assets recorded at amortized cost to be presented at the net amount expected to be collected (i.e., net of expected credit
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


losses). The measurement of current expected credit losses should be based on relevant information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount.

Effective January 1, 2020, we have adopted the requirements of ASU 2016-13, is effectiveFinancial Instruments – Credit Losses (Topic 326) and all related amendments using the modified retrospective method for fiscal yearsall financial assets measured at amortized cost, net investments in leases and unfunded commitments. Results for reporting periods beginning after December 15, 2019.January 1, 2020 are presented under ASC 326 while prior period amounts continue to be reported in accordance with previously applicable GAAP. We have established an internal steering committeerecorded a net decrease to leadretained earnings of $23 million as of January 1, 2020 for the implementation efforts. cumulative effect of adopting ASC 326.

The steering committee is in the process of evaluating control and process framework, data, model, and resource requirements and areas where modifications will be required. We are currently evaluatingfollowing table illustrates the impact adoption of adopting ASC 326:

 January 1, 2020
 Pre-ASC 326 AdoptionImpact of ASC 326 AdoptionAs Reported Under ASC 326
(Dollars in millions)
Assets:
Allowance for loan losses$107 $23 $130 
Liabilities:
Reserve for unfunded commitments$$$10 

    We adopted the guidance will have on our Consolidated Financial Statements, and highlight that any impact will be contingent upon the underlying characteristicsfollowing ASUs during 2020, none of the affected portfolio and macroeconomic and internal forecasts at adoption date.

Leases - In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842): Section A - Leases: Amendments to the FASB Accounting Standards Codification, Section B - Conforming Amendments Related to Leases: Amendment to the FASB Accounting Standards Codification, Section C - Background Information and Basis For Conclusions. Lessees will need to recognize substantially all leases on their balance sheet as a right-of-use asset and a lease liability. For income statement purposes, the FASB retained a dual model, requiring leases to be classified as either operating or finance. Classification will be based on criteria that are largely similar to those applied in current lease accounting. ASU 2016-02 is effective retrospectively for fiscal years beginning after December 15, 2018 and early adoption is permitted. The guidance in ASU 2016-02 supersedes Topic 840, Leases. Upon adoption and implementation, we expect to gross up assets and liabilities due to the recognition of lease liabilities and right-of-use assets associated with the underlying lease contracts. While we do not expect the adoption of the guidance to havewhich had a material impact onto our Consolidated Statements of Operations given our current inventory of leases, review is ongoing and we will continue to evaluate the impact to the Consolidated Statements of Financial Condition and to capital.financial statements:

StandardDescriptionEffective Date
ASU 2020-10Codification ImprovementsDecember 15, 2020
ASU 2020-08Codification Improvements to Subtopic 310-20, Receivables-Nonrefundable Fees and Other CostsDecember 15, 2020
ASU 2020-06Debt-Debt with Conversion and Other Options (Subtopic 470-20) and Derivatives and Hedging-Contracts in Entity's Own Equity (Subtopic 815-40): Accounting for Convertible Instruments and Contracts in an Entity's Own EquitySeptember 1, 2020
ASU 2020-04Reference Rate Reform (Topic 848): Facilitation of the Effects of Reference Rate Reform on Financial ReportingMarch 12, 2020
ASU 2020-03Codification Improvements to Financial InstrumentsJanuary 1, 2020
ASU 2020-02Financial Instruments-Credit Losses (Topic 326) and Leases (Topic 842)-Amendments to SEC Paragraphs Pursuant to SEC Staff Accounting Bulletin No. 119 and Update to SEC Section on Effective Date Related to Accounting Standards Update No. 2016-02, Leases (Topic 842) ( SEC Update)February 6, 2020
ASU 2018-15Intangibles-Goodwill and Other-Internal-Use Software (Subtopic 350-40): Customer's Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement That Is a Service Contract (a consensus of the FASB Emerging Issues Task Force)January 1, 2020
ASU 2018-13Fair Value Measurement (Topic 820): Disclosure Framework-Changes to the Disclosure Requirements for Fair Value MeasurementJanuary 1, 2020
ASU 2017-04Intangibles-Goodwill and Other (Topic 350): Simplifying the Test for Goodwill ImpairmentJanuary 1, 2020
Revenue from Contracts with Customers - In May 2014, FASB issued ASU No. 2014-09, "Revenue from Contracts with Customers (Topic 606)." Under the amended guidance, an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration in exchange for those goods or services. The FASB continued to release new accounting guidance related to the adoption of this standard which was also evaluated during the implementation process. We will implement the revenue recognition guidance in the first quarter of 2018 utilizing the cumulative-effect approach at the date of adoption with no restatement of comparative periods presented. Lease contracts and financial instruments, which include loans and securities, are excluded from the scope of this standard. We have determined the amount of in scope revenue, which primarily relates to deposit account fees, asset management fees and certain commissions, to be less than 3 percent of total revenue. The recognition of revenue for in scope items is not anticipated to have a material impact on the financial statements or the associated disclosures.

90

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Accounting Standards Issued But Not Yet Adopted

The following ASUs have been issued and are not expected to have a material impact on our Consolidated Financial Statements and/or significant accounting policies:
policies upon implementation:
StandardDescriptionDescriptionEffective Date
ASU 2018-022019-12Simplifying the Accounting for Income TaxesIncome Statement-Reporting Comprehensive Income (Topic 220); Reclassification of Certain Tax Effects from Accumulated Other Comprehensive IncomeJanuary 1, 2019
ASU 2017-11Earnings Per Share (Topic 260); Distinguishing Liabilities from Equity (Topic 480); Derivatives and Hedging (Topic 815): (Part I) Accounting for Certain Financial Instruments with Down Round Features, (Part II) Replacement of the Indefinite Deferral for Mandatorily Redeemable Financial Instruments of Certain Nonpublic Entities and Certain Mandatorily Redeemable Non-controlling Interests with a Scope.January 1, 2019
ASU 2017-10Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services (a consensus of the FASB Emerging Issues Task Force)January 1, 2018
ASU 2017-09Update 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification AccountingJanuary 1, 2018
ASU 2017-08Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt SecuritiesJanuary 1, 2019
ASU 2017-07Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit CostJanuary 1, 2018
ASU 2017-06Plan Accounting - Defined Benefit Pension Plans (Topic 960), Defined Contribution Pension Plans (Topic 962), Health and Welfare Benefit Plans (Topic 965): Employee Benefit Plan Master Trust ReportingJanuary 1, 2019
ASU 2017-05Other Income - Gains and Losses from the De-recognition of Non-financial Assets (Subtopic 610-20): Clarifying the Scope of Asset De-recognition Guidance and Accounting for Partial Sales of Non-financial AssetsJanuary 1, 2018
ASU 2017-04Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill ImpairmentJanuary 1, 2020
ASU 2017-01Business Combinations (Topic 805): Clarifying the Definition of a BusinessJanuary 1, 2018
ASU 2016-18Statement of Cash Flows (Topic 230): Restricted CashJanuary 1, 2018
ASU 2016-16Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than InventoryJanuary 1, 2018
ASU 2016-15Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash PaymentsJanuary 1, 2018
ASU 2016-04Liabilities - Extinguishment of Liabilities (Subtopic 504-20): Recognition of Breakage for Certain Prepaid Stored-Value ProductsJanuary 1, 2018
ASU 2016-01Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial LiabilitiesJanuary 1, 20182021



Note 2 - Investment Securities


The following table presents our investment securities:
Amortized CostGross Unrealized
Gains
Gross Unrealized
Losses
Fair Value
 (Dollars in millions)
December 31, 2020
Available-for-sale securities
Agency - Commercial$1,018 $43 $$1,061 
Agency - Residential707 28 735 
Corporate debt obligations75 77 
Municipal obligations27 28 
Other MBS42 42 
Certificate of deposit
Total available-for-sale securities (1)$1,870 $74 $$1,944 
Held-to-maturity securities
Agency - Commercial$193 $$$200 
Agency - Residential184 193 
Total held-to-maturity securities (1)$377 $16 $$393 
December 31, 2019
Available-for-sale securities
Agency - Commercial$948 $$(3)$947 
Agency - Residential1,015 (4)1,015 
Corporate debt obligations76 77 
Municipal obligations31 31 
Other MBS44 45 
Certificate of deposit
Total available-for-sale securities (1)$2,115 $$(7)$2,116 
Held-to-maturity securities
Agency - Commercial$306 $$(1)$305 
Agency - Residential292 (1)294 
Total held-to-maturity securities (1)$598 $$(2)$599 
 Amortized Cost Gross Unrealized
Gains
 Gross Unrealized
Losses
 Fair Value
 (Dollars in millions)
December 31, 2017       
Available-for-sale securities       
Agency - Commercial$1,004
 $
 $(17) $987
Agency - Residential811
 
 (17) 794
Municipal obligations35
 
 (1) 34
Corporate debt obligations37
 1
 
 38
Total available-for-sale securities (1)
$1,887
 $1
 $(35) $1,853
Held-to-maturity securities       
Agency - Commercial$526
 $
 $(9) $517
Agency - Residential413
 
 (6) 407
Total held-to-maturity securities (1)
$939
 $
 $(15) $924
December 31, 2016       
Available-for-sale securities       
Agency - Commercial$551
 $2
 $(5) $548
Agency - Residential913
 1
 (16) 898
Municipal obligations34
 
 
 34
Total available-for-sale securities (1)
$1,498
 $3
 $(21) $1,480
Held-to-maturity securities       
Agency - Commercial$595
 $
 $(6) $589
Agency - Residential498
 1
 (4) 495
Total held-to-maturity securities (1)
$1,093
 $1
 $(10) $1,084
(1)
There were no securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10 percent of stockholders’ equity at December 31, 2017 or December 31, 2016.
Flagstar Bancorp, Inc.(1)There were 0 securities of a single issuer, which are not governmental or government-sponsored, that exceeded 10 percent of stockholders’ equity at December 31, 2020 or December 31, 2019.
Notes to the Consolidated Financial Statements



Management evaluates    We evaluate our securities portfolio each quarter to determine if any security's value has declined below amortized cost for impairment (for further information on our policy for assessing impairment on our security is considered to be other than temporarily impaired. In making this evaluation, management considers our abilityportfolio, see Note 1 - Description of Business, Basis of Presentation, and intent to hold securities to recover current market losses. DuringSummary of Significant Accounting Policies). We had 0 unrealized credit losses during the years ended December 31, 2017, 20162020, 2019 and 2015, we had no OTTI.2018.
    
Available-for-sale securities


We purchased $904$360 million of AFS securities, which were comprised of U.S. government sponsored agency MBS, certificates of deposit, and corporate debt obligations during the year ended December 31, 2020. We purchased $500 million of AFS securities, which included U.S. government sponsored agency MBS, corporate debt obligations and municipal obligations during the year ended December 31, 2017. We purchased $680 million of AFS securities, which included U.S. government sponsored agency MBS and municipal obligations during the year ended December 31, 2016.2019.
    
During the year ended December 31, 2017, we sold $289 million of U.S. government sponsored agency securities, which resulted in a gain of $3 million. During the year ended December 31, 2016, we sold $291 million of U.S. government sponsored agency securities, which resulted in a gain of $4 million, compared to $170 million of U.S. government sponsored agencies, which resulted in a gain of $3 million during the year ended December 31, 2015.
91

Held-to-maturity securities

There were no purchases of HTM securities during the year ended December 31, 2017. We purchased $15 million of HTM securities, which included U.S. government sponsored agency MBS during the year ended December 31, 2016. We purchased $217 million of HTM securities, which included agency-collateralized mortgage obligations during the year ended December 31, 2015. We had no sales of HTM securities during the years ending December 31, 2017, 2016 and 2015, respectively.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



We had 0 sales of AFS securities during the year ended December 31, 2020. During the year ended December 31, 2019, we sold $432 million of AFS securities, which resulted in a gain of $7 million. We had 0 sales of U.S. government sponsored agency securities during the year ended December 31, 2018.

Held-to-maturity securities
    There were 0 purchases or sales of HTM securities during the years ended December 31, 2020, December 31, 2019 and December 31, 2018.

The following table summarizes by duration, the unrealized loss positions on available-for-sale and held-to-maturity investment securities:securities, by duration of the unrealized loss:
Unrealized Loss Position with Duration
12 Months and Over
Unrealized Loss Position with Duration
Under 12 Months
Unrealized Loss Position with Duration
12 Months and Over
 
Unrealized Loss Position with Duration
Under 12 Months
Fair
Value
Number of
Securities
Unrealized
Loss
Fair
Value
Number of
Securities
Unrealized
Loss
Fair
Value
 
Number of
Securities
 
Unrealized
Loss
 
Fair
Value
 
Number of
Securities
 
Unrealized
Loss
(Dollars in millions)
December 31, 2020December 31, 2020
Available-for-sale securitiesAvailable-for-sale securities
Agency - CommercialAgency - Commercial$$$2$
Agency - ResidentialAgency - Residential1
(Dollars in millions)
December 31, 2017 
Corporate debt obligationsCorporate debt obligations10 3
Other mortgage-backed securitiesOther mortgage-backed securities1
Held-to-maturity securitiesHeld-to-maturity securities
Agency - ResidentialAgency - Residential
December 31, 2019December 31, 2019
Available-for-sale securities           Available-for-sale securities
Agency - Commercial$218
 20
 $(7) $744
 41
 $(11)Agency - Commercial$148 17 $(3)$303 19$
Agency - Residential452
 36
 (14) 263
 33
 (3)Agency - Residential266 26 (3)148 14(1)
Municipal obligations6
 3
 
 22
 9
 
Municipal obligations0
Corporate debt obligations
 
 
 3
 1
 
Held-to-maturity securities           Held-to-maturity securities
Agency - Commercial$348
 25
 $(8) $99
 8
 $(1)Agency - Commercial$148 13 $(1)$85 $
Agency - Residential111
 16
 (3) 293
 43
 (3)Agency - Residential35 (1)38 10 
December 31, 2016           
Available-for-sale securities           
Agency - Commercial$6
 1
 $
 $345
 29
 $(5)
Agency - Residential
 
 
 748
 55
 (16)
Municipal obligations
 
 
 17
 8
 
Held-to-maturity securities           
Agency - Commercial$
 
 $
 $528
 34
 $(6)
Agency - Residential
 
 
 385
 43
 (4)
    
Unrealized losses on available-for-sale securities have not been recognized into income because almost all of the portfolio held by us are issued by U.S. government entities and agencies. These securities are either explicitly or implicitly guaranteed by the U.S. government, are highly rated by major rating agencies, and have a long history of no credit losses. The remaining unrealized losses on available-for-sale securities are municipal securities and corporate debt obligations, all of which are considered investment grade or are de minimis. The fair value is expected to recover as the bonds approach maturity.

The following table shows the amortized cost and estimated fair value of securities by contractual maturity:
 Investment Securities Available-for-SaleInvestment Securities Held-to-Maturity
Amortized
Cost
Fair
Value
Weighted-Average
Yield (1)
Amortized
Cost
Fair
Value
Weighted-Average
Yield (1)
(Dollars in millions)
December 31, 2020
Due in one year or less$$2.22 %$$%
Due after one year through five years10 2.83 %2.44 %
Due after five years through 10 years123 127 3.95 %2.37 %
Due after 10 years1,733 1,802 2.34 %363 377 2.41 %
Total$1,870 $1,944 $377 $393 
 Investment Securities Available-for-Sale Investment Securities Held-to-Maturity
 
Amortized
Cost
 
Fair
Value
 
Weighted-Average
Yield
 
Amortized
Cost
 
Fair
Value
 
Weighted-Average
Yield
 (Dollars in millions)
December 31, 2017   
Due after one year through five years10
 10
 2.58% 35
 35
 2.48%
Due after five years through 10 years45
 46
 4.85% 26
 26
 2.52%
Due after 10 years1,832
 1,797
 2.40% 878
 863
 2.44%
Total$1,887
 $1,853
   $939
 $924
  
(1) Weighted-average yields are based on amortized cost weighted for the contractual maturity of each security.

    
We pledge investment securities, primarily agency collateralized and municipal taxable and agency collateralized mortgage obligations, to collateralize lines of credit and/or borrowings. We had pledged investment securities of $2.0 billion, $879$202 million and, $14$874 million, at December 31, 2017, 20162020 and 2015,2019 respectively.


92

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Note 3 - Loans Held-for-Sale


The majority of our mortgage loans originated as LHFS are ultimately sold into the secondary market on a whole loan basis or by securitizing the loans into agency, government, or private label mortgage-backed securities. At December 31, 20172020 and 2016,2019, LHFS totaled $4.3$7.1 billion and $3.2$5.3 billion, respectively. For the years ended December 31, 2017, 20162020, 2019 and 2015,2018, we had net gains on loan sales associated with LHFS of $267$969 million, $301$333 million, and $288$197 million, respectively.


At December 31, 20172020 and 2016, $212019, $31 million and $32$39 million, respectively, of LHFS were recorded at lower of cost or fair value. TheWe elected the fair value option for the remainder of the loans in the portfolio are recorded at fair value as we have elected the fair value option.portfolio.

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Note 4 - Loans Held-for-Investment


The following table presents our Loans-held-for-investment:LHFI:
December 31, 2020December 31, 2019
 (Dollars in millions)
Consumer loans
Residential first mortgage$2,266 $3,154 
Home equity856 1,024 
Other1,004 729 
Total consumer loans4,126 4,907 
Commercial loans
Commercial real estate3,061 2,828 
Commercial and industrial1,382 1,634 
Warehouse lending7,658 2,760 
Total commercial loans12,101 7,222 
Total loans held-for-investment$16,227 $12,129 
 December 31, 2017 December 31, 2016
 (Dollars in millions)
Consumer loans 
Residential first mortgage$2,754
 $2,327
Home Equity664
 443
Other25
 28
Total consumer loans3,443
 2,798
Commercial loans   
Commercial real estate (1)
1,932
 1,261
Commercial and industrial1,196
 769
Warehouse lending1,142
 1,237
Total commercial loans4,270
 3,267
Total loans held-for-investment$7,713
 $6,065
(1)Includes NBV of $307 million and $244 million of owner occupied commercial real estate loans at December 31, 2017 and December 31, 2016, respectively.

During    The following table presents the year ended December 31, 2017, we sold performing and nonperforming consumer loans, with UPB of $127 million, of which $25 million were nonperforming. our loan sales and purchases in the LHFI portfolio:
For the Year Ended December 31,
202020192018
 (Dollars in millions)
Loans Sold (1)
Performing loans$492 $217 $158 
Total loans sold$492 $217 $158 
Net gain associated with loan sales (2)$$$
Loans Purchased
Residential$$$
Home equity249 
Other consumer (3)63 51 34 
Total loans purchased$63 $300 $37 
Premium associated with loans purchased$$11 $
(1)Upon a change in our intent, the loans were transferred to LHFS and subsequently sold resulting in a gain on sale of $2 million which is recordedsold.
(2)Recorded in net gain on loan sales on the Consolidated StatementsStatement of Operations.
(3)Does not include point of sale flow consumer loans.

    
During the year ended December 31, 2016, we sold performing residential first mortgage loans with UPB of $1.2 billion. Upon a change of our intent, the loans were transferred to LHFS and subsequently sold resulting in a net gain of $14 million which is recorded in net gain on loan sales on the Consolidated Statements of Operations.

In addition, during the year ended December 31, 2016, we sold nonperforming, TDR and non-agency loans with a UPB of $110 million. Upon a change of our intent, the loans were transferred to LHFS and subsequently sold resulting in a loss of $2 million which is recorded in net gain on sale of assets on the Consolidated Statements of Operations.

During the year ended December 31, 2015, we sold performing and nonperforming residential first mortgage loans with UPB totaling $1.0 billion, of which $436 million were nonperforming. Upon a change in our intent, the loans were transferred to LHFS and subsequently sold resulting in a gain on sale of $1 million, which is recorded in net gain on sale of assets on the Consolidated Statements of Operations.

During the year ended December 31, 2017, we purchased residential first mortgage loans with UPB of $8 million and HELOC loans with a UPB of $250 million. A premium of $9 million was associated with these loan purchases. During the year ended December 31, 2016, we purchased jumbo residential first mortgage loans with a UPB of $175 million and a premium of $1 million. During the year ended December 31, 2015, we purchased $197 million of HELOC loans with a premium of $7 million. None of the loans were impaired.

We have pledged certain LHFI, LHFS, and loans with government guaranteesLGG to collateralize lines of credit and/or borrowings with the FRB of Chicago and the FHLB of Indianapolis. At December 31, 20172020 and 2016,2019, we pledged $7.1loans of $11.6 billion and $5.3$9.1 billion, respectively.


93

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



As of December 31, 2020, we estimated losses over a two-year reasonable and supportable forecast period using macroeconomic scenarios before reverting economic variances over a one-year period to their long-term historical averages on a straight-line basis. As of December 31, 2020, we utilized the Moody's December scenarios in our forecast: a growth forecast, weighted at 30 percent; a baseline forecast, weighted at 40 percent; and an adverse forecast, weighted at 30 percent. The resulting composite forecast for the fourth quarter 2020 was slightly better than the composite forecast used in the third quarter 2020. Unemployment increases slightly in 2021 and begins recovering in 2022. GDP recovers slightly by the end of the year from current levels and does not return to near pre-COVID level until 2024. HPI decreases 1 percent from late 2020 through 2021.

The following table presents changes in ALLL,the allowance for loan losses, by class of loan:
Residential
First
Mortgage (1)
Home EquityOther
Consumer
Commercial
Real
Estate
Commercial
and
Industrial
Warehouse
Lending
Total
(Dollars in millions)
Year Ended December 31, 2020
Beginning balance, prior to adoption of ASC 326$22 $14 $$38 $22 $$107 
Impact of adopting ASC 32625 12 10 (14)(6)(4)23 
Provision (benefit)(2)26 60 36 131 
Charge-offs(6)(3)(5)(1)(15)
Recoveries
Ending allowance balance$49 $25 $39 $84 $51 $$252 
Year Ended December 31, 2019
Beginning balance$38 $15 $$48 $18 $$128 
Provision (benefit)(14)(1)10 (10)34 (1)18 
Charge-offs(3)(2)(7)(31)(43)
Recoveries
Ending allowance balance$22 $14 $$38 $22 $$107 
Year Ended December 31, 2018
Beginning balance$47 $22 $$45 $19 $$140 
Provision (benefit)(7)(6)(1)(8)
Charge-offs(4)(2)(2)(8)
Recoveries
Ending allowance balance$38 $15 $$48 $18 $$128 
 
Residential
First
Mortgage (1)
 Home Equity 
Other
Consumer
 
Commercial
Real
Estate
 
Commercial
and
Industrial
 
Warehouse
Lending
 Total
 (Dollars in millions)
Year Ended December 31, 2017             
Beginning balance ALLL$65
 $24
 $1
 $28
 $17
 $7
 $142
Charge-offs (2)(8) (3) (2) (1) 
 
 (14)
Recoveries1
 2
 1
 1
 1
 
 6
Provision (benefit)(11) (1) 1
 17
 1
 (1) 6
Ending balance ALLL$47
 $22
 $1
 $45
 $19
 $6
 $140
Year Ended December 31, 2016             
Beginning balance ALLL$116
 $32
 $2
 $18
 $13
 $6
 $187
Charge-offs (2)(29) (4) (3) 
 
 
 (36)
Recoveries2
 
 3
 1
 
 
 6
Provision (benefit) (3)(24) (4) (1) 9
 4
 1
 (15)
Ending balance ALLL$65
 $24
 $1
 $28
 $17
 $7
 $142
Year Ended December 31, 2015             
Beginning balance ALLL$234
 $31
 $1
 $17
 $11
 $3
 $297
Charge-offs(87) (7) (4) 
 (3) 
 (101)
Recoveries3
 2
 3
 2
 
 
 10
Provision (benefit)(34) 6
 2
 (1) 5
 3
 (19)
Ending balance ALLL$116
 $32
 $2
 $18
 $13
 $6
 $187
(1)Includes allowance and charge-offs related to loans with government guarantees.
(2)Includes charge-offs of $1 million, $8 million and $69 million related to the transfer and subsequent sale of loans during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively. Also includes charge-offs related to loans with government guarantees of $4 million, $14 million, and $3 million during the years ended December 31, 2017, December 31, 2016 and December 31, 2015, respectively.
(3)Does not include $7 million for provision expense for loan losses recorded in the Consolidated Statements of Operations to reserve for repossessed loans with government guarantees at December 31, 2016.

(1)Includes LGG.
The following table sets forth the method of evaluation, by class of loan:

94
 
Residential
First
Mortgage (1)
 Home Equity 
Other
Consumer
 
Commercial
Real
Estate
 
Commercial
and
Industrial
 
Warehouse
Lending
 Total
 (Dollars in millions)
December 31, 2017             
Loans held-for-investment (2)             
Individually evaluated$34
 $27
 $
 $
 $
 $
 $61
Collectively evaluated2,712
 633
 25
 1,932
 1,196
 1,142
 $7,640
Total loans$2,746
 $660
 $25
 $1,932
 $1,196
 $1,142
 $7,701
Allowance for loan losses (2)             
Individually evaluated$6
 $10
 $
 $
 $
 $
 $16
Collectively evaluated41
 12
 1
 45
 19
 6
 124
Total allowance for loan losses$47
 $22
 $1
 $45
 $19
 $6
 $140
December 31, 2016             
Loans held-for-investment (2)             
Individually evaluated$46
 $29
 $
 $
 $
 $
 $75
Collectively evaluated2,274
 349
 28
 1,261
 769
 1,237
 $5,918
Total loans$2,320
 $378
 $28
 $1,261
 $769
 $1,237
 $5,993
Allowance for loan losses (2)             
Individually evaluated$5
 $8
 $
 $
 $
 $
 $13
Collectively evaluated60
 16
 1
 28
 17
 7
 $129
Total allowance for loan losses$65
 $24
 $1
 $28
 $17
 $7
 $142
(1)Includes allowance related to loans with government guarantees.
(2)Excludes loans carried under the fair value option.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements




The following table sets forth the LHFI aging analysis of past due and current loans (for further information on our policy for past due and impaired loans, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies):
30-59 Days
Past Due
60-89 Days
Past Due
90 Days or
Greater Past
Due (1)
Total
Past Due
CurrentTotal LHFI (3)(4)(5)
 (Dollars in millions)
December 31, 2020
Consumer loans
Residential first mortgage$$$31 $39 $2,227 $2,266 
Home equity849 856 
Other997 1,004 
Total consumer loans38 53 4,073 4,126 
Commercial loans
Commercial real estate20 23 3,038 3,061 
Commercial and industrial15 16 1,366 1,382 
Warehouse lending7,658 7,658 
Total commercial loans21 18 39 12,062 12,101 
Total loans (2)$30 $$56 $92 $16,135 $16,227 
December 31, 2019
Consumer loans
Residential first mortgage$$$21 $30 $3,124 $3,154 
Home equity1,019 1,024 
Other724 729 
Total consumer loans26 40 4,867 4,907 
Commercial loans
Commercial real estate2,828 2,828 
Commercial and industrial1,634 1,634 
Warehouse lending2,760 2,760 
Total commercial loans7,222 7,222 
Total loans (2)$$$26 $40 $12,089 $12,129 
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or
Greater Past
Due (1)
 
Total
Past Due
 Current Total LHFI
 (Dollars in millions)
December 31, 2017           
Consumer loans           
Residential first mortgage$2
 $2
 $23
 $27
 $2,727
 $2,754
Home equity1
 
 6
 7
 657
 664
Other
 
 
 
 25
 25
Total consumer loans3
 2
 29
 34
 3,409
 3,443
Commercial loans           
Commercial real estate
 
 
 
 1,932
 1,932
Commercial and industrial
 
 
 
 1,196
 1,196
Warehouse lending
 
 
 
 1,142
 1,142
Total commercial loans
 
 
 
 4,270
 4,270
Total loans (2)
$3
 $2
 $29
 $34
 $7,679
 $7,713
December 31, 2016           
Consumer loans           
Residential first mortgage$6
 $
 $29
 $35
 $2,292
 $2,327
Home equity1
 2
 11
 14
 429
 443
Other1
 
 
 1
 27
 28
Total consumer loans8
 2
 40
 50
 2,748
 2,798
Commercial loans           
Commercial real estate
 
 
 
 1,261
 1,261
Commercial and industrial
 
 
 
 769
 769
Warehouse lending
 
 
 
 1,237
 1,237
Total commercial loans
 
 
 
 3,267
 3,267
Total loans (2)
$8
 $2
 $40
 $50
 $6,015
 $6,065
(1)Includes less than 90 days past due performing loans which are deemed nonaccrual. Interest is not being accrued on these loans.
(2)Includes $4 million and $13 million of loans 90 days or greater past due accounted for under the fair value option at December 31, 2017 and 2016, respectively.
(1)Includes less than 90 days past due performing loans which are placed in nonaccrual. Interest is not being accrued on these loans.
(2)Includes $8 million and $4 million of past due loans accounted for under the fair value option at December 31, 2020 and 2019, respectively.
(3)Collateral dependent loans totaled $80 million at December 31, 2020 and $54 million at December 31, 2019, respectively. The majority of these loans are secured by real estate.
(4)The interest income recognized on impaired loans was $2 million and less than $1 million at December 31, 2020 and December 31, 2019, respectively.
(5)The delinquency status for loans in forbearance is frozen for loans at inception of the forbearance period and will resume when the borrower's forbearance period ends.
Interest income is recognized on nonaccrual loans using a cash basis method. Interest that would have been accrued on impaired loans totaled approximatelywas $1 million $2 million and $6 million duringin each of the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively. At December 31, 20172020 and 2016,2019, we had no0 loans 90 days or greater past due and still accruing interest.

95

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements




Troubled Debt Restructurings


We may modify certain loans in both our consumer and commercial loan portfolios to retain customers or to maximize collection of the outstanding loan balance. Troubled debt restructurings ("TDRs") are modified loans in which a borrower demonstrates financial difficulties and for which a concession has been granted as a result. Nonperforming TDRs are included in nonaccrual loans. TDRs remain in nonperforming status until a borrower has made payments and is current for at least six consecutive months. Performing TDRs are not considered to be nonaccrual so long as we believe that all contractual principal and interest due under the restructured terms will be collected. Performing and nonperforming TDRs remain impaired as interest and principal will not be received in accordance with the original contractual terms of the loan agreement. Refer to Note 1- Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards for a description of the methodology used to determine TDRs.

Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, but may give rise to potential incremental losses. We measure impairments using a discounted cash flow method for performing TDRs and measure impairment based on collateral values for nonperforming TDRs.

Beginning in March 2020, as a response to COVID-19, we offered our consumer and commercial customers principal and interest payment deferrals and extensions. We considered these programs in the context of whether or not the short-term modifications of these loans would constitute a TDR. We considered the CARES Act, interagency guidance and related guidance from the FASB, which provided that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not required to be accounted for as TDRs. As a result, we have determined that loan forbearance, modifications, deferrals and extensions made under these COVID-19 programs are not TDRs.

The following table provides a summary of TDRs by type and performing status:
 TDRs
 PerformingNonperformingTotal
(Dollars in millions)
December 31, 2020
Consumer loans
Residential first mortgage$19 $$27 
Home equity12 14 
Total consumer TDR loans31 10 41 
Commercial Loans
Commercial real estate
Commercial and industrial
Total commercial TDR loans
Total TDRs (1)(2)$36 $10 $46 
December 31, 2019
Consumer loans
Residential first mortgage$20 $$28 
Home equity18 20 
Total TDRs (1)(2)$38 $10 $48 
 TDRs
 Performing Nonperforming Total
 (Dollars in millions)
December 31, 2017     
Consumer loans (1)
     
Residential first mortgage$19
 $12
 $31
Home equity24
 4
 28
Total TDRs (2)
$43
 $16
 $59
December 31, 2016 
Consumer loans (1)
     
Residential first mortgage$22
 $11
 $33
Home equity45
 7
 52
Total TDRs (2)
$67
 $18
 $85
(1)The ALLL on consumer TDR loans totaled $13 million and $9(1)The ALLL on TDR loans totaled $5 million and $8 million at December 31, 2017 and 2016, respectively.
(2)Includes $3 million and $25 million of TDR loans accounted for under the fair value option at December 31, 2017 and 2016, respectively.

The following table provides a summary of newly modified TDRs:
 New TDRs
 
Number of
Accounts
 
Pre-Modification Unpaid
Principal Balance
 
Post-Modification Unpaid
Principal Balance (1)
 Increase (Decrease) in Allowance at Modification
 (Dollars in millions)
Year Ended December 31, 2017       
Residential first mortgages16
 $4
 $4
 $
Home equity (2)(3)
82
 6
 5
 (1)
Total TDR loans98
 $10
 $9
 $(1)
Year Ended December 31, 2016       
Residential first mortgages23
 $4
 $5
 $
Home equity (2)(3)
143
 9
 8
 
Commercial & Industrial1
 2
 1
 
Total TDR loans167
 $15
 $14
 $
Year Ended December 31, 2015       
Residential first mortgages325
 $81
 $80
 $(2)
Home equity (2)(3)
370
 21
 18
 
Other consumer3
 
 
 
Total TDR loans698
 $102
 $98
 $(2)
(1)Post-modification balances include past due amounts that are capitalized at modification date.
(2)Home equity post-modification UPB reflects write downs.
(3)Includes loans carried at fair value option.

The following table provides a summary of newly modified TDRs in the past 12 months that have been subsequently defaulted during the years ended December 31, 2017, 20162020 and 2015. The UPB associated with2019, respectively.
(2)Includes $3 million and $2 million of TDR loans accounted for under the TDRs in each portfoliofair value option at December 31, 2020 and in the aggregate was less than $1 million for all years presented. There was no increase or decrease in the allowance associated with these TDRs at subsequent default. All TDRs within consumer and commercial loan portfolios are considered subsequently defaulted when greater than 90 days past due. Subsequent default is defined as a payment re-defaulted within 12 months of the restructuring date:2019, respectively.

 Years Ended December 31,
 2017 2016 2015
 Number of Accounts
Residential first mortgages1
 1
 3
Home equity (1)
0
 7
 5
Total TDR loans1
 8
 8
96
(1)HELOC post-modification UPB reflects write downs.

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements




Impaired Loans

The following table presents individually evaluated impairedprovides a summary of newly modified TDRs:
New TDRs
Number of AccountsPre-Modification
Unpaid Principal Balance
Post-Modification
Unpaid Principal Balance (1)
Increase (Decrease) in Allowance at Modification
(Dollars in millions)
Year Ended December 31, 2020
Residential first mortgages$$$
Home equity (2)(3)
Other consumer$
Commercial real estate$
Total TDR loans14 $$$
Year Ended December 31, 2019
Residential first mortgages$$$
Home equity (2)(3)
Total TDR loans14 $$$
Year Ended December 31, 2018
Residential first mortgages14 $$$
Home equity (2)(3)17 
Total TDR loans31 $$$
(1)Post-modification balances include past due amounts that are capitalized at modification date.
(2)Home equity post-modification UPB reflects write downs.
(3)Includes loans and the associated allowance: carried at fair value option.
 December 31, 2017 December 31, 2016
 
Recorded
Investment
 
Net Unpaid Principal
Balance
 
Related
Allowance
 
Recorded
Investment
 
Net Unpaid Principal
Balance
 
Related
Allowance
 (Dollars in millions)
With no related allowance recorded           
Consumer loans           
Residential first mortgage$11
 $12
 $
 $6
 $6
 $
Total loans with no related allowance recorded$11
 $12
 $
 $6
 $6
 $
With an allowance recorded           
Consumer loans           
Residential first mortgage$22
 $22
 $6
 $40
 $40
 $5
Home equity24
 27
 10
 29
 29
 8
Total loans with an allowance recorded$46
 $49
 $16
 $69
 $69
 $13
Total impaired loans           
Consumer loans           
Residential first mortgage$33
 $34
 $6
 $46
 $46
 $5
Home equity24
 27
 10
 29
 29
 8
Total impaired loans$57
 $61
 $16
 $75
 $75
 $13

    There were no loans modified in the previous 12 months that subsequently defaulted during the years ended December 31, 2020, 2019, and 2018. All TDR classes within the consumer and commercial loan portfolios are considered subsequently defaulted when they are greater than 90 days past due within 12 months of the restructuring date.
The following table presents average impaired loans and the interest income recognized:
 For the Years Ended December 31,
 2017 2016 2015
 
Average
Recorded
Investment
 Interest Income Recognized 
Average
Recorded
Investment
 Interest Income Recognized 
Average
Recorded
Investment
 Interest Income Recognized
 (Dollars in millions)
Consumer loans           
Residential first mortgage$38
 $1
 $52
 $1
 $150
 $5
Home equity28
 1
 30
 2
 39
 
Commercial loans           
Commercial and industrial
 
 2
 
 2
 
Total impaired loans$66
 $2
 $84
 $3
 $191
 $5


Credit Quality


We utilize ana combination of internal and external risk rating systemsystems which isare applied to all consumer and commercial loans.loans which are used as loan-level inputs to our ACL models. Descriptions of our internal risk ratings as they relate to credit quality follow the ratings used by the U.S. bank regulatory agencies as listed below.


Pass. Pass assets are not impaired nor do they have any known deficiencies that could impact the quality of the asset.


Watch. Watch assets are defined as pass ratedpass-rated assets that exhibit elevated risk characteristics or other factors that deserve management’sManagement’s close attention and increased monitoring. However, the asset does not exhibit a potential or well-defined weakness that would warrant a downgrade to criticized or adverse classification.


Special mention. Assets identified as special mention possess credit deficiencies or potential weaknesses deserving management'sManagement's close attention. Special mention assets have a potential weakness or pose an unwarranted financial risk that, if not corrected, could weaken the assets and increase risk in the future. Special mention assets are criticized, but do not expose an institution to sufficient risk to warrant adverse classification.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Substandard. Assets identified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the full collection or liquidation of the debt. TheySubstandard assets are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. For home equity loans and other consumer loans, we evaluate credit quality based on the aging and status of payment activity and any other known credit characteristics that call into question full repayment of the asset. NonperformingSubstandard loans are classified asmay be placed on either substandard, doubtfulaccrual or loss.nonaccrual status.


Doubtful. An asset classified as doubtful has all the weaknesses inherent in one classified substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. A doubtful asset has a high probability of total or substantial loss, but because of specific pending events that may strengthen the asset, its classification as loss is deferred. Doubtful borrowers are usually in default, lack adequate liquidity or capital and lack the resources necessary to remain an operating entity. Pending events can
97

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

include mergers, acquisitions, liquidations, capital injections, the perfection of liens on additional collateral, the valuation of collateral and refinancing. Generally, pending events should be resolved within a relatively short period and the ratings will be adjusted based on the new information. Due to the high probability of loss, doubtful assets are placed on non-accrual.nonaccrual.


Loss. An asset classified as loss is considered uncollectible and of such little value that the continuance as a bankable asset is not warranted. This classification does not mean that an asset has absolutely no recovery or salvage value, but, rather that it is not practical or desirable to defer writing off this basically worthlessthe asset even though partial recovery may be affected in the future.


Consumer Loans


Consumer loans consist of open and closed endclosed-end loans extended to individuals for household, family, and other personal expenditures, andexpenditures. Consumer loans includes other consumer product loans and loans to individuals secured by their personal residence, including first mortgage, home equity, and home improvement loans. Because consumer loans are usually relatively small-balance, homogeneous exposures, consumer loans are rated based primarily on payment performance. Payment performance is a proxy for the strength of repayment capacity and loans are generally classified based on their payment status rather than by an individual review of each loan.
In accordance with regulatory guidance, we assign risk ratings to consumer loans in the following manner:
Consumer loans are classified as Watch once the loan becomes 60 days past due.
Open and closed-end consumer loans 90 days or more past due are classified as Substandard.


Payment activity, credit rating and loan-to-value ratios have the most significant impact on the ACL for consumer loans. The following table presents the amortized cost in residential and consumer loans based on payment activity:

Revolving Loans Amortized Cost BasisRevolving Loans Converted to Term Loans Amortized Cost BasisTotalDecember 31, 2019
 Term Loans
Amortized Cost Basis by Closing Year
As of December 31, 202020202019201820172016Prior
Consumer Loans(Dollars in millions)
Residential First Mortgage
Pass$362 $544 $231 $289 $252 $420 $92 $15 $2,205 $3,107 
Watch17 21 23 
Substandard15 25 15 
Home Equity
Pass31 13 11 720 48 838 1,002 
Watch11 13 16 
Substandard
Other Consumer
Pass292 321 145 227 1,000 727 
Watch
Substandard
Total Consumer Loans (1)(2)$662 $901 $396 $301 $255 $481 $1,043 $70 $4,109 $4,895 
(1)Excludes loans carried under the fair value option.
(2)The delinquency status for loans in forbearance are frozen for loans at inception of the forbearance period and will resume when the borrower's forbearance period ends.
98

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

The following table presents the amortized cost in residential and consumer loans based on credit scores:
Revolving Loans Converted to Term Loans Amortized Cost Basis
FICO BandRevolving Loans Amortized Cost BasisTotal
 Amortized Cost Basis by Closing Year
As of December 31, 202020202019201820172016Prior
Consumer Loans(Dollars in millions)
Residential First Mortgage
>750$195 $272 $118 $193 $181 $231 $55 $$1,251 
700-750119 180 90 85 64 130 25 700 
<70048 96 29 14 91 13 300 
Home Equity
>750324 13 364 
700-75012 289 20 340 
<70010 110 16 150 
Other Consumer
>750209 205 80 213 721 
700-75079 107 55 252 
<70010 11 31 
Total Consumer Loans (1)$662 $901 $396 $301 $255 $481 $1,043 $70 $4,109 
(1)Excludes loans carried under the fair value option.

Loan-to-value ratios primarily impact the allowance on mortgages within the consumer loan portfolio. The following table presents the amortized cost in residential first mortgages and home equity based on loan-to-value ratios:
Revolving Loans Converted to Term Loans Amortized Cost Basis
LTV BandRevolving Loans Amortized Cost BasisTotal
 Amortized Cost Basis by Closing Year
As of December 31, 202020202019201820172016Prior
Consumer Loans(Dollars in millions)
Residential first mortgage
>90$84 $260 $123 $35 $$19 $$$524 
71-90169 180 66 99 72 238 824 
55-7083 60 22 82 96 122 465 
<5526 48 26 76 81 73 93 15 438 
Home Equity
>9010 12 
71-9024 10 548 33 634 
<=70175 16 208 
Total (1)$369 $579 $250 $298 $254 $475 $816 $64 $3,105 
(1)Excludes loans carried under the fair value option.

Commercial Loans


Management    Risk rating and the average loan duration have the most significant impact on the ACL for commercial loans. Additional factors which impact the ACL are debt-service-coverage ratio, loan-to-value ratio, interest-coverage ratio and leverage ratio.

Internal audit conducts periodic examinations which serve as an independent verification of the accuracy of the ratings assigned. All loans are examined on at least an annual basis. Loan grades are based on different factors within the borrowing relationship: entity sales, debt service coverage, debt/total net worth, liquidity, balance sheet and income statement trends, management experience, business stability, financing structure and financial reporting requirements. The underlying collateral is also rated based on the specific type of collateral and corresponding LTV. The combination of the borrower and collateral risk ratings results in the final risk rating for the borrowing relationship.

99

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements




Based on the most recent credit analysis performed, the amortized cost basis, by risk category for each class of loans within the commercial portfolio, is as follows:
Term LoansRevolving Loans Amortized Cost BasisRevolving Loans Converted to Term Loans Amortized Cost BasisTotalDecember 31, 2019
 Amortized Cost Basis by Closing Year
As of December 31, 202020202019201820172016Prior
Commercial Loans(Dollars in million)
Commercial real estate
Pass$347 $993 $439 $438 $308 $280 $$$2,805 $2,794 
Watch21 19 35 51 21 19 166 24 
Special mention16 17 14 53 
Substandard11 25 37 
Commercial and industrial
Pass319 425 163 149 54 71 19 1,200 1,533 
Watch48 28 25 106 72 
Special mention14 24 24 
Substandard22 11 15 52 
Warehouse
Pass7,398 7,398 2,556 
Watch260 260 189 
Special mention15 
Substandard
Total commercial loans$8,376 $1,508 $711 $701 $400 $386 $19 $$12,101 $7,222 
 December 31, 2017
 Pass Watch Special Mention Substandard Total Loans
 (Dollars in millions)
Consumer Loans         
Residential First Mortgage$2,706
 $23
 $
 $25
 $2,754
Home equity633
 25
 
 6
 664
Other Consumer25
 
 
 
 25
Total Consumer Loans$3,364
 $48
 $
 $31
 $3,443
    
Commercial Loans         
Commercial Real Estate$1,902
 $23
 $7
 $
 $1,932
Commercial and Industrial1,135
 32
 24
 5
 1,196
Warehouse1,014
 128
 
 
 1,142
Total Commercial Loans$4,051
 $183
 $31
 $5
 $4,270
 December 31, 2016
 Pass Watch Special Mention Substandard Total Loans
 (Dollars in millions)
Consumer Loans         
Residential First Mortgage$2,273
 $23
 $
 $31
 $2,327
Home equity386
 46
 
 11
 443
Other Consumer28
 
 
 
 28
Total Consumer Loans$2,687
 $69
 $
 $42
 $2,798
    
Commercial Loans         
Commercial Real Estate$1,225
 $27
 $3
 $6
 $1,261
Commercial and Industrial678
 59
 21
 11
 769
Warehouse1,168
 16
 53
 
 1,237
Total Commercial Loans$3,071
 $102
 $77
 $17
 $3,267


Note 5 - Loans with Government Guarantees


Substantially all loans with government guaranteesLGG are insured or guaranteed by the FHA or U.S. Department of Veterans Affairs. FHA loans earn interest at a rate based upon the 10-year U.S. Treasury note rate at the time the underlying loan becomes delinquent, which is not paid by the FHA or the U.S. Department of Veterans Affairs until claimed. Certain loans within our portfolio may be subject to indemnifications and insurance limits which exposesexpose us to limited credit risk. We have reserved for these risks within other assets and as a component of our ALLLACL on residential first mortgages.

At December 31, 20172020 and December 31, 2016,2019, respectively, LGG totaled $2.5 billion and $736 million.

We originate government guaranteed loans which are pooled and sold as Ginnie Mae MBS. Pursuant to Ginnie Mae servicing guidelines, we have the unilateral right to repurchase loans securitized in Ginnie Mae pools that are due, but unpaid, for three consecutive months (typically referred to as 90 days past due). As a result, once the delinquency criteria have been met, regardless of whether the repurchase option has been exercised, the loan is required to be re-recognized on the balance sheet by the MSR owner. These loans are recorded in loans with government guarantees totaled $271 million and $365 million.the liability to repurchase the loans is recorded as loans with government guarantees repurchase options on the Consolidated Statements of Financial Condition. This resulted in $1.9 billion of repurchase options as of December 31, 2020, a $1.8 billion increase from December 31, 2019.
    
At December 31, 2017, repossessedRepossessed assets and the associated claims related to government guaranteed loans are recorded in other assets and totaled $84$17 million and $45 million at December 31, 2016 repossessed2020 and December 31, 2019, respectively.

Note 6 - Repossessed Assets

Repossessed assets andinclude the associated claims were $135 million.following:
 December 31,
 20202019
 (Dollars in millions)
One-to-four family properties$$
Commercial properties
Total repossessed assets$$10 

100

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Note 6 — Repossessed Assets

Repossessed assets include the following:
 December 31,
 2017 2016
 (Dollars in millions)
One-to-four family properties$5
 $11
Commercial properties3
 3
Total repossessed assets$8
 $14
The following schedule provides the activity for repossessed assets:
For the Years Ended December 31,
202020192018
 (Dollars in millions)
Beginning balance$10 $$
Additions, net12 10 
Disposals(7)(4)(8)
Net write down on disposal(3)(5)(3)
Ending balance$$10 $
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Beginning balance$14
 $17
 $19
Additions, net18
 19
 29
Disposals(14) (19) (24)
Net (write down) gain on disposal(9) (2) 
Transfers out(1) (1) (7)
Ending balance$8
 $14
 $17


Note 7 - Variable Interest Entities


We have no0 consolidated VIEs as of December 31, 20172020 and December 31, 2016.2019.


We    In connection with our securitization activities, we have retained a 5 percent interest in the investment securities of certain trusts ("other MBS") and are contracted as the subservicer of the underlying loans, compensated based on market rates, which constitutes a continuing involvement butin these trusts. Although we have a variable interest in these securitization trusts, we are not thetheir primary beneficiary for one unconsolidated VIE relateddue to the FSTAR 2007-1 mortgage securitization trust. In accordancerelative size of our investment in comparison to the total amount of securities issued by the VIE and our inability to direct activities that most significantly impact the VIE’s economic performance. As a result, we have not consolidated the assets and liabilities of the VIE in our Consolidated Statements of Financial Condition. The Bank’s maximum exposure to loss is limited to our investment in the VIE as well as the standard representations and warranties made in conjunction with the settlement agreement with MBIA, there is no further recourse to us related to FSTAR 2007-1, unless MBIA fails to meet their obligations. At December 31, 2017loan transfer. For additional information, see Note 2 - Investment Securities and 2016, the FSTAR 2007-1 mortgage securitization trust included 1,911 loans and 2,453 loans, respectively, with an aggregate principal balance of $65 million and $89 million, respectively. We have no other significant VIE involvement.Note 20 - Fair Value Measurements.


Note 8 - Federal Home Loan Bank Stock


Our investment in FHLB stock was $377 million and $303 million at December 31, 2017 compared to $180 million at2020 and December 31, 2016.2019, respectively. As a member of the FHLB, we are required to hold shares of FHLB stock in an amount equal to at least one1 percent of the aggregate UPB of our mortgage loans, home purchase contracts and similar obligations at the beginning of each year or 4.5 percent of our total FHLB advances, whichever is greater. Once purchased, FHLB shares must be held for five years before they can be redeemed. We had $123$74 million $10 millionof required purchases and $57 million in required stock purchases during the year ending December 31, 2017, 2016 and 2015, respectively. We had no redemptions of FHLB stock during the years ended December 31, 2017, and 2016 and $42 million2020. There were 0 required purchases or redemptions of FHLB stock during the year ended December 31, 2015.2019. Dividends received on the stock equaled $9$12 million,, $7 $16 million and $6$15 million for the years ended December 31, 2017, 20162020, 2019 and 2015,2018, respectively. These dividends were recorded in the Consolidated Statements of Operations as other noninterest income.


Note 9 - Premises and Equipment

The following presents ourpremises and equipment balances and estimated useful lives:
 Estimated
Useful Lives
December 31,
 20202019
  (Dollars in millions)
LandN/A$68 $73 
Computer hardware and software3 - 7 years410 372 
Office buildings and improvements15 - 31.5 years195 191 
Furniture, fixtures and equipment5 - 10 years66 68 
Leased equipment3 - 10 years19 36 
Leasehold improvements5 - 10 years10 
Fixed assets in progress (1)N/A43 40 
Right-of-use assetN/A23 22 
Total834 811 
Less: accumulated depreciation(442)(395)
Premises and equipment, net$392 $416 
(1)Consists primarily of internally developed software and software upgrades which have not yet been placed in service.

    Depreciation expense was $64 million, $59 million and $50 million for the years ended December 31, 2020, 2019 and 2018, respectively.
101

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Note 9 — Premises and Equipment

The following presents ourpremises and equipment balances and estimated useful lives:
 Estimated
Useful Lives
 December 31,
 2017 2016
   (Dollars in millions)
Land $61
 $59
Office buildings and improvements15 — 31.5 years 159
 153
Computer hardware and software3 — 7 years 300
 256
Furniture, fixtures and equipment5 — 7 years 63
 61
Leased equipment3 — 10 years 40
 4
Total  623
 533
Less accumulated depreciation  (293) (258)
Premises and equipment, net  $330
 $275

Depreciation expense amounted to approximately $39 million, $31 million and $26 million, for the years ended December 31, 2017, 2016 and 2015, respectively.

Operating Leases

We conduct a portion of our business from leased facilities. Such leases are considered to be operating leases based on their terms. Lease rental expense totaled approximately $9 million, $5 million and $7 million for the years ended December 31, 2017, 2016 and 2015, respectively.
The following outlines our minimum contractual lease obligations:
  December 31, 2017
  (Dollars in millions)
2018 $8
2019 7
2020 5
2021 3
2022 1
Thereafter 2
Total $26


Note 10 - Mortgage Servicing Rights


We have investments in MSRs that result from the sale of loans to the secondary market for which we retain the servicing. We account for MSRs at their fair value. A primary risk associated with MSRs is the potential reduction in fair value as a result of higher than anticipated prepayments due to loan refinancing prompted, in part, by declining interest rates or government intervention. Conversely, these assets generally increase in value in a rising interest rate environment to the extent that prepayments are slower than anticipated. We utilize derivatives as economic hedges to offset changes in the fair value of the MSRs resulting from the actual or anticipated changes in prepayments stemming from changing interest rate environments. There is also a risk of valuation decline due to higher than expected increases in default rates, which we do not believe can be effectively managed using derivatives. For further information regarding the derivative instruments utilized to manage our MSR risks, see Note 11 - Derivative Financial Instruments.


    
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Changes in the fair value of residential first mortgage MSRs were as follows:
 For the Years Ended December 31,
 202020192018
 (Dollars in millions)
Balance at beginning of period$291 $290 $291 
Additions from loans sold with servicing retained268 223 356 
Reductions from sales(71)(57)(339)
Decrease in MSR fair value due to pay-offs, pay-downs, run-off, model changes, and other (1)(109)(89)(20)
Changes in estimates of fair value due to interest rate risk (1) (2)(50)(76)
Fair value of MSRs at end of period$329 $291 $290 
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Balance at beginning of period$335
 $296
 $258
Additions from loans sold with servicing retained288
 228
 260
Reductions from sales(310) (84) (176)
Changes in fair value due to (1):
     
Decrease in MSR value due to pay-offs, pay-downs, and run-off(22) (62) (43)
Changes in estimates of fair value (2)

 (43) (3)
Fair value of MSRs at end of period$291
 $335
 $296
(1)Changes in fair value are included within net return on mortgage servicing rights on the Consolidated Statements of Operations.
(1)Changes in fair value are included within net (loss) return on mortgage servicing rights on the Consolidated Statements of Operations.
(2)Represents estimated MSR value change resulting primarily from market-driven changes.
(2)Represents estimated MSR value change resulting primarily from market-driven changes which we manage through the use of derivatives.
    
The following table summarizes the hypothetical effect on the fair value of servicing rights using adverse changes of 10 percent and 20 percent to the weighted-averageweighted average of certain significant assumptions used in valuing these assets:
December 31, 2020December 31, 2019
Fair valueFair value
Actual10% adverse change20% adverse changeActual10% adverse change20% adverse change
(Dollars in millions)
Option adjusted spread7.98 %$321 $313 5.34 %$284 $280 
Constant prepayment rate10.53 %305 283 10.59 %271 257 
Weighted average cost to service per loan$81.24 325 321 $84.41 285 282 
 December 31, 2017 December 31, 2016
   Fair value impact due to   Fair value impact due to
 Actual 10% adverse change 20% adverse change Actual 10% adverse change 20% adverse change
   (Dollars in millions)
Option adjusted spread6.29% $286
 $282
 7.78% $326
 $318
Constant prepayment rate9.93% 283
 277
 16.68% 322
 311
Weighted average cost to service per loan$73.00
 288
 286
 $68.18
 330
 326


The sensitivity calculations above are hypothetical and should not be considered to be predictive of future performance. Changes in fair value based on adverse 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. To isolate the effect of the specified change, the fair value shock analysis is consistent with the identified adverse change, while holding all other assumptions constant. In practice, a change in one assumption generally impacts other assumptions, which may either magnify or counteract the effect of the change.

For further information on the fair value of MSRs, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards and Note 2220 - Fair Value Measurements.


Contractual servicing and subservicing fees. Contractual servicing and subservicing fees, including late fees and other ancillary income are presented below. Contractual servicing fees are included within net (loss) return on mortgage servicing rights on the Consolidated Statements of Operations. Contractual subservicing fees including late fees and other ancillary income are included within loan administration income on the Consolidated Statements of Operations. Subservicing fee income is recorded for fees earned on subserviced loans, net of third partythird-party subservicing costs, for loans subserviced.costs.

The following table summarizes income and fees associated with contractual servicing rights:
102
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Net return (loss) on mortgage servicing rights     
Servicing fees, ancillary income and late fees (1)
$60
 $81
 $69
Changes in fair value (2)
(22) (109) (44)
Gain (loss) on MSR derivatives (3)
(8) 
 5
Net transaction costs(8) 2
 (2)
Total (loss) return included in net return on mortgage servicing rights$22
 $(26) $28
(1)Servicing fees are recorded on the accrual basis. Ancillary income and late fees are recorded on a cash basis.
(2)Includes a $4 million loss recorded to a payoff reserve during the year ended December 31, 2016 and $2 million gain related to the sale of MSRs during the year ended December 31, 2015.
(3)Changes in the derivatives utilized as economic hedges to offset changes in fair value of the MSRs.    

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



    The following table summarizes income and fees associated with owned MSRs:

 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Net return on mortgage servicing rights
Servicing fees, ancillary income and late fees (1)$107 $96 $65 
Decrease in MSR fair value due to pay-offs, pay-downs, run-off, model changes and other(109)(89)(20)
Changes in fair value due to interest rate risk(50)(76)
Gain (loss) on MSR derivatives (2)65 76 (5)
Net transaction costs(3)(1)(6)
Total return (loss) included in net return on mortgage servicing rights$10 $$36 
(1)Servicing fees are recorded on an accrual basis. Ancillary income and late fees are recorded on a cash basis.
(2)Changes in the derivatives utilized as economic hedges to offset changes in fair value of the MSRs.    

The following table summarizes income and fees associated with our mortgage loans subserviced:subserviced for others:
 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Loan administration income on mortgage loans subserviced
Servicing fees, ancillary income and late fees (1)$126 $106 $54 
Charges on subserviced custodial balances (2)(29)(67)(29)
Other servicing charges(13)(9)(2)
Total income on mortgage loans subserviced, included in loan administration$84 $30 $23 
(1)Servicing fees are recorded on an accrual basis. Ancillary income and late fees are recorded on a cash basis.
(2)Charges on subserviced custodial balances represent interest due to MSR owner.
 For the Year Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Loan administration income on mortgage loans subserviced     
Servicing fees, ancillary income and late fees (1)
$35
 $29
 $33
Other servicing charges(14) (11) (7)
Total income on mortgage loans subserviced, included in loan administration$21
 $18
 $26
(1)Servicing fees are recorded on the accrual basis. Ancillary income and late fees are recorded on cash basis.


Note 11 - Derivative Financial Instruments


Derivative financial instruments are recorded at fair value in other assets and other liabilities on the Consolidated Statements of Financial Condition. The Company'sOur policy is to present itsour derivative assets and derivative liabilities on the Consolidated Statement of Financial Condition on a gross basis, even when provisions allowing for set-off are in place. However, for derivative contracts cleared through certain central clearing parties, variation margin payments are recognized as settlements. We are exposed to non-performance risk by the counterparties to our various derivative financial instruments. A majority of our derivatives are centrally cleared through a Central Counterparty Clearing House or consist of residential mortgage interest rate lock commitments further limiting our exposure to non-performance risk. We believe that the non-performance risk inherent in our remaining derivative contracts is minimal based on credit standards and the collateral provisions of the derivative agreements.


Derivatives not designated as hedging instruments:instruments.We maintain a derivative portfolio of interest rate swaps, futures and forward commitments used to manage exposure to changes in interest rates and MSR asset values and to meet the needs of customers. We also enter into interest rate lock commitments, which are commitments to originate mortgage loans whereby the interest rate on the loan is determined prior to funding and the customers have locked into that interest rate. Market risk on interest rate lock commitments and mortgage LHFS is managed using corresponding forward sale commitments. Changes in the fair value of derivatives not designated as hedging instruments are recognized inon the Consolidated Statements of Income.Operations.


Derivatives designated as hedging instruments: instruments. We have designated certain interest rate swaps as fair value hedges of investment securities available for sale and residential first mortgage loans held for investment using the last-of-layer method. Cash flows and the profit impact associated with designated hedges are reported in the same category as the underlying hedged item.

    We have also designated certain interest rate swaps as cash flow hedges ofon LIBOR-based variable interest payments on certain interest rate payments of our variable-rate FHLB advances.

custodial deposits. Changes in the fair value of derivatives designated as cash flow hedges are recorded in other comprehensive income (loss) on the Consolidated Statement of Financial Condition and reclassified into interest expense in the same period in which the hedge transaction is recognized in earnings. At December 31, 2017,2020, we had $2$5 million (net-of-tax) of unrealized gainslosses on derivatives classified as cash flow hedges recorded in accumulated other comprehensive income (loss), comparedincome. We had
103

Flagstar Bancorp, Inc.
Notes to $1 million of unrealized gainsthe Consolidated Financial Statements

0 designated cash flow hedges at December 31, 2016.2019. The estimated amount to be reclassified from other comprehensive income into earnings during the next 12 months represents $2$3 million of losses (net-of-tax).


Derivatives that are designated in hedging relationships are assessed for effectiveness using regression analysis at inception and throughout the hedge period.qualitatively thereafter, unless regression analysis is deemed necessary. All designated hedge relationships were, and are expected to be, highly effective as of December 31, 2017. Cash flows and the profit impact associated with designated hedges are reported in the same category as the underlying hedged item.2020.
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



The following table presentstables present the notional amount, estimated fair value and maturity of our derivative financial instruments:
 December 31, 2020 (1)
Notional AmountFair Value (2)Expiration Dates
(Dollars in millions)
Derivatives in cash flow hedge relationships
Liabilities
Interest rate swaps on custodial deposits$800 $2026-2027
Derivatives in fair value hedge relationships
Liabilities
Interest rate swaps on HFI residential first mortgages100 2024
Interest rate swaps on AFS securities450 2022-2025
Total hedge accounting swaps$1,350 $
Derivatives not designated as hedging instruments
Assets
Futures$1,346 $2021-2023
Mortgage-backed securities forwards749 14 2021
Rate lock commitments10,587 208 2021
Interest rate swaps and swaptions1,481 59 2021-2051
Total derivative assets$14,163 $281 
Liabilities
Mortgage-backed securities forwards$11,194 $98 2021
Rate lock commitments115 2021
Interest rate swaps and swaptions1,305 2021-2030
Total derivative liabilities$12,614 $102 
 December 31, 2017 (1)
 Notional Amount Fair Value (2) Expiration Dates
 (Dollars in millions)
Derivatives designated as hedging instruments:     
Liabilities     
Interest rate swaps on FHLB advances$830
 $1
 2023-2026
Derivatives not designated as hedging instruments:     
Assets     
Futures$1,597
 $
 2018-2022
Mortgage-backed securities forwards2,646
 4
 2018
Rate lock commitments3,629
 24
 2018
Interest rate swaps and swaptions1,441
 11
 2018-2048
Total derivative assets$9,313
 $39
  
Liabilities     
Futures$209
 $
 2018-2021
Mortgage-backed securities forwards3,197
 6
 2018
Rate lock commitments214
 
 2018
Interest rate swaps617
 4
 2018-2027
Total derivative liabilities$4,237
 $10
  
      
 December 31, 2016
 Notional Amount Fair Value (2) Expiration Dates
 (Dollars in millions)
Derivatives designated as hedging instruments:     
Assets     
Interest rate swaps on FHLB advances$600
 $20
 2023-2026
Liabilities     
Interest rate swaps on FHLB advances$230
 $1
 2025-2026
Derivatives not designated as hedging instruments:     
Assets     
Futures$4,621
 $2
 2017-2020
Mortgage-backed securities forwards3,776
 43
 2017
Rate lock commitments3,517
 24
 2017
Interest rate swaps and swaptions2,231
 35
 2017-2033
Total derivative assets$14,145
 $104
  
Liabilities     
Futures$134
 $
 2017
Mortgage-backed securities forwards1,893
 11
 2017
Rate lock commitments598
 6
 2017
Interest rate swaps1,129
 37
 2017-2047
Total derivative liabilities$3,754
 $54
  
(1)Variation margin pledged to, or received from, a Central Counterparty Clearing House to cover the prior day's fair value of open positions is considered settlement of the derivative position for accounting purposes.
(1)At December 31, 2017, variation margin pledged to or received from a Central Counterparty Clearing House to cover the prior day’s fair value of open positions is considered settlement of the derivative position for accounting purposes. At December 31, 2016, variation margin was not recognized as settlement.
(2)Derivative assets and liabilities are included in other assets and other liabilities on the Consolidated Statements of Financial Condition, respectively.
(2)Derivative assets and liabilities are included in other assets and other liabilities on the Consolidated Statements of Financial Condition, respectively.
    
104

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



December 31, 2019 (1)
Notional AmountFair Value (2)Expiration Dates
(Dollars in millions)
Derivatives in fair value hedge relationships
Assets
Interest rate swaps on FHLB advances$200 $2020
Interest rate swaps on AFS securities100 2022
Total derivative assets$300 $
Derivatives not designated as hedging instruments
Assets
Futures$550 $2020-2023
Mortgage-backed securities forwards1,918 2020
Rate lock commitments3,870 34 2020
Interest rate swaps799 26 2020-2029
Total derivative assets$7,137 $62 
Liabilities
Mortgage-backed securities forwards$5,749 $2020
Rate lock commitments229 2020
Interest rate swaps and swaptions1,662 2020-2050
Total derivative liabilities$7,640 $18 
(1)Variation margin pledged to, or received from, a Central Counterparty Clearing House to cover the prior day's fair value of open positions is considered settlement of the derivative position for accounting purposes.
(2)Derivative assets and liabilities are included in other assets and other liabilities on the Consolidated Statements of Financial Condition, respectively.
105

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

The following tables present the derivatives subject to a master netting arrangement, including the cash pledged as collateral:
Gross Amounts Netted in the Statements of Financial PositionNet Amount Presented in the Statements of Financial Position Gross Amounts Not Offset in the Statements of Financial Position
Gross AmountFinancial InstrumentsCash Collateral
(Dollars in millions)
December 31, 2020
Derivatives designated as hedging instruments
Liabilities
Interest rate swaps on AFS securities$$$$$
Interest rate swaps on HFI residential first mortgages
Interest rate swaps on custodial deposits
Total derivative liabilities$$$$$14 
Derivatives not designated as hedging instruments
Assets
Mortgage-backed securities forwards$14 $$14 $$
Interest rate swaps59 59 
Total derivative assets$73 $$73 $$
Liabilities
Mortgage-backed securities forwards$98 $$98 $$68 
Interest rate swaps and swaptions (1)26 
Total derivative liabilities$102 $$102 $$94 
December 31, 2019
Derivatives not designated as hedging instruments
Assets
Mortgage-backed securities forwards$$$$$
Interest rate swaps26 26 
Total derivative assets$28 $$28 $$
Liabilities
Mortgage-backed securities forwards$$$$$24 
Interest rate swaps and swaptions (1)39 
Total derivative liabilities$17 $$17 $$63 
   Gross Amounts Netted in the Statement of Financial Position Net Amount Presented in the Statement of Financial Position  Gross Amounts Not Offset in the Statement of Financial Position
 Gross Amount  Financial Instruments Cash Collateral
 (Dollars in millions)
December 31, 2017         
Derivatives designated as hedging instruments:         
Liabilities         
Interest rate swaps on FHLB advances (1)
$1
 $
 $1
 $
 $17
          
Derivatives not designated as hedging instruments:         
Assets         
Mortgage-backed securities forwards$4
 $
 $4
 $
 $8
Interest rate swaps and swaptions (1)
11
 
 11
 
 10
Total derivative assets$15
 $
 $15
 $
 $18
Liabilities         
Futures$
 $
 $
 $
 $2
Mortgage-backed securities forwards6
 
 6
 
 2
Interest rate swaps (1)
4
 
 4
 
 5
Total derivative liabilities$10
 $
 $10
 $
 $9
          
December 31, 2016         
Derivatives designated as hedging instruments:         
Assets         
Interest rate swaps on FHLB advances (1)
$20
 $1
 $19
 $
 $
Liabilities         
Interest rate swaps on FHLB advances (1)
$1
 $1
 $
 $
 $33
          
Derivatives not designated as hedging instruments:         
Assets         
Futures$2
 $
 $2
 $
 $
Mortgage-backed securities forwards43
 
 43
 
 44
Interest rate swaps and swaptions (1)
35
 
 35
 
 30
Total derivative assets$80
 $
 $80
 $
 $74
Liabilities         
Futures$
 $
 $
 $
 $1
Mortgage-backed securities forwards11
 
 11
 
 
Interest rate swaps (1)
37
 
 37
 
 20
Total derivative liabilities$48
 $
 $48
 $
 $21
(1)At December 31, 2017, variation margin pledged to or received from a Central Counterparty Clearing House to cover the prior day’s fair value of open positions is considered settlement of the derivative position for accounting purposes. At December 31, 2016, variation margin was not recognized as settlement and we had an additional $15 million in variation margin in excess of the amounts disclosed above.

(1)Variation margin pledged to, or received from, a Central Counterparty Clearing House to cover the prior days fair value of open positions is considered settlement of the derivative position for accounting purposes.
At
    Losses of $2 million on fair value hedging relationships of AFS securities were recorded in interest income for the year ended December 31, 2017, we pledged a total2020. The income impact for fair value hedging relationships of $26 million related to derivative financial instruments, consistingAFS securities for the year ended December 31, 2019 was de-minimis.

Losses of $7 million of cash collateral on derivative liabilities and $19 million of maintenance margin on centrally clear derivatives and had an obligation to return cash of $18$2 million on derivative assets. We pledged a totalcash flow hedging relationships of $54 millioncustodial deposits were reclassified from AOCI into loan administration income during the year ended December 31, 2020. There were 0 gains or losses on cash flow hedging relationships of cash collateral to counterpartiescustodial deposits for the year ended December 31, 2019.

Gains and had an obligation to return cashlosses on fair value hedging relationships of $74HFI residential first mortgages for the year ended December 31, 2020 were de-minimis.

The fair value basis adjustment on our hedged AFS securities is included in investment securities available for sale on our Consolidated Statements of Financial Condition. The carrying amount of our hedged securities was $1,680 million at December 31, 2016 for derivative activities.2020 and $287 million at December 31, 2019, of which $6 million and $1 million, respectively, were due to the fair value hedge relationship. The net cash pledged is restrictedclosed portfolio of AFS securities designated in this last layer method hedge was $1,615 million par (amortized cost of $1,612 million) at December 31, 2020 and is included in other assets on the Consolidated Statements$291 million par (amortized cost of Financial Condition.$289 million) at
106

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



December 31, 2019, of which we have designated $450 million and $100 million at December 31, 2020 and December 31, 2019, respectively.


    The carrying amount of hedged FHLB advances was $200 million at December 31, 2019. There were 0 hedged FHLB advances as of December 31, 2020. The fair value hedge relationship had a de minimis impact at December 31, 2020 and December 31, 2019.

The fair value basis adjustment on our hedged fair HFI residential first mortgages is included in LHFI on our Consolidated Statements of Financial Condition. The carrying amount of our hedged loans was $240 million at December 31, 2020, of which $1 million was due to the fair value hedge relationship. We have designated $100 million of this closed portfolio of loans in a hedging relationship as of December 31, 2020. There were 0 hedged HFI residential first mortgages at December 31, 2019.

    At December 31, 2020, we pledged a total of $114 million related to derivative financial instruments, consisting of $84 million of cash collateral on derivative liabilities and $30 million of maintenance margin on centrally cleared derivatives and had a de minimis obligation to return cash on derivative assets. We pledged a total of $63 million related to derivative financial instruments, consisting of $34 million of cash collateral on derivatives and $29 million of maintenance margin on centrally cleared derivatives and had a de minimis obligation to return cash on derivative assets at December 31, 2019. Within the Consolidated Statements of Financial Condition, the collateral related to derivative activity is included in other assets and other liabilities and the cash pledged as maintenance margin is restricted and included in other assets.

The following table presents the net gain (loss) recognized in income on derivative instruments, net of the impact of offsetting positions:
 For the Years Ended December 31,
202020192018
(Dollars in millions)
Derivatives not designated as hedging instrumentsLocation of Gain (Loss)
FuturesNet return on mortgage servicing rights$$(2)$(4)
Interest rate swaps and swaptionsNet return on mortgage servicing rights28 57 
Mortgage-backed securities forwardsNet return on mortgage servicing rights36 21 (2)
Rate lock commitments and MSR forwardsNet gain on loan sales86 35 (31)
Forward commitmentsOther noninterest income
Interest rate swaps (1)Other noninterest income
Total derivative (loss) gain$154 $118 $(33)
(1)Includes customer-initiated commercial interest rate swaps.
107
  
For the Years Ended
December 31,
  2017 2016 2015
  (Dollars in millions)
Derivatives not designated as hedging instruments:Location of Gain/(Loss)     
FuturesNet return (loss) on mortgage servicing rights$(1) $
 $6
Interest rate swaps and swaptionsNet return (loss) on mortgage servicing rights(11) (5) (2)
Mortgage-backed securities forwardsNet return (loss) on mortgage servicing rights4
 5
 1
Rate lock commitments and forward agency and loan salesNet gain (loss) on loan sales(34) 26
 9
Forward commitmentsOther noninterest income
 (2) (2)
Interest rate swaps (1)
Other noninterest income2
 4
 2
Total derivative (loss) gain $(40) $28
 $14
(1)Includes customer-initiated commercial interest rate swaps.

Note 12 — Deposit Accounts

The deposit accounts are as follows:
 December 31,
 2017 2016
 (Dollars in millions)
Retail deposits   
Branch retail deposits   
Demand deposit accounts$931
 $852
Savings accounts3,482
 3,824
Money market demand accounts124
 138
Certificates of deposit/CDARS1,491
 1,055
Total branch retail deposits6,028
 5,869
Commercial deposits   
Demand deposit account288
 282
Savings account71
 63
Money market demand accounts69
 109
Certificates of deposit/CDARS2
 1
Total commercial deposits430
 455
Total retail deposits subtotal6,458
 6,324
Government deposits   
Demand deposit accounts251
 250
Savings accounts446
 451
Certificates of deposit/CDARS376
 329
Total government deposits1,073
 1,030
Wholesale deposits45
 
Company controlled deposits1,358
 1,446
Total deposits$8,934
 $8,800


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements




Note 12 - Deposit Accounts
    The deposit accounts are as follows:
 December 31,
 20202019
(Dollars in millions)
Retail deposits
Branch retail deposits
Savings accounts$3,437 $3,030 
Demand deposit accounts1,726 1,318 
Certificates of deposit/CDARS1,355 2,353 
Money market demand accounts490 495 
Total branch retail deposits7,008 7,196 
Commercial deposits (1)
Demand deposit accounts2,294 1,438 
Savings accounts461 342 
Money market demand accounts208 188 
Total commercial retail deposits2,963 1,968 
Total retail deposits9,971 9,164 
Government deposits
Savings accounts778 495 
Demand deposit accounts529 360 
Certificates of deposit/CDARS458 358 
Total government deposits (2)1,765 1,213 
Wholesale deposits1,031 633 
Custodial deposits (3)7,206 4,136 
Total deposits$19,973 $15,146 
(1)Includes deposits from commercial and business banking customers.
(2)Government deposits include funds from municipalities and schools.
(3)Accounts represent a portion of the investor custodial accounts and escrows controlled by us in connection with loans serviced or subserviced for others and that have been placed on deposit with the Bank.

The following indicates the scheduled maturities for certificates of deposit with a minimum denomination of $250,000:$250,000:
 December 31,
 20202019
(Dollars in millions)
Three months or less$220 $223 
Over three months to six months220 238 
Over six months to twelve months153 278 
One to two years71 101 
Thereafter19 35 
Total$683 $875 

108

 December 31,
 2017 2016
 (Dollars in millions)
Three months or less$159
 $126
Over three months to six months128
 116
Over six months to twelve months173
 146
One to two years167
 34
Thereafter31
 27
Total$658
 $449
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Note 13 - Borrowings


Federal Home Loan Bank Advances and Other Borrowings

The following is a breakdown of our FHLB advances and other borrowings outstanding:
 December 31, 2020December 31, 2019
 AmountRateAmountRate
 (Dollars in millions)
Short-term fixed rate term advances$3,415 0.20 %$3,695 1.61 %
Other short-term borrowings485 0.08 %470 1.64 %
Total short-term Federal Home Loan Bank advances and other borrowings3,900 4,165 
Long-term fixed rate advances1,200 1.03 %650 1.45 %
Total long-term Federal Home Loan Bank advances1,200 650 
Total Federal Home Loan Bank advances and other borrowings$5,100 $4,815 
 December 31, 2017 December 31, 2016
 Amount Rate Amount Rate
 (Dollars in millions)
Short-term fixed rate term advances$4,260
 1.40% $1,780
 0.62%
Total Short-term Federal Home Loan Bank advances4,260
   1,780
  
Long-term LIBOR adjustable advances1,130
 1.76% 1,025
 1.12%
Long-term fixed rate advances (1)
275
 1.41% 175
 1.12%
Total Long-term Federal Home Loan Bank advances1,405
   1,200
  
Total Federal Home Loan Bank advances$5,665
   $2,980
  
(1)Includes the current portion of fixed rate advances of $125 million and $50 million at December 31, 2017 and December 31, 2016, respectively. We settled $250 million in long-term fixed rate FHLB advances during the fourth quarter of 2016.


We are required to maintain a minimum amount of qualifying collateral. In the event of default, the FHLB advance is similar to a secured borrowing, whereby the FHLB has the right to sell the pledged collateral to settle the fair value of the outstanding advances.

At December 31, 2017, we had the authority and approval from the FHLB to utilize a line of credit of up to $7.0 billion and we may access that line to the extent that collateral is provided. At December 31, 2017, we had $5.7 billion of advances outstanding and an additional $763 million of collateralized borrowing capacity available at FHLB. The advances can be collateralized by non-delinquent single-family residential first mortgage loans, loans with government guarantees, certain other loans and investment securities.

At December 31, 2017, $1.1 billion of the outstanding advances had an adjustable rate based on the three month LIBOR index. Interest rates on these advances reset every three months and the advances may be prepaid without penalty, with notification at scheduled three month intervals after an initial 12 month lockout period. The outstanding advances included $830 million in a cash flow hedge relationship as discussed in Note 11 - Derivative Financial Instruments.

The following table contains detailed information on our FHLB advances and other borrowings:
 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Maximum outstanding at any month end$6,841 $5,005 $5,740 
Average outstanding balance3,873 3,064 4,713 
Average remaining borrowing capacity5,282 4,194 2,089 
Weighted average interest rate0.72 %1.90 %1.96 %
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Maximum outstanding at any month end$5,665
 $3,557
 $3,541
Average outstanding balance4,590
 2,833
 1,811
Average remaining borrowing capacity1,195
 1,137
 1,611
Weighted average interest rate1.30% 1.16% 1.00%

    
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



The following table outlines the maturity dates of our FHLB advances and other borrowings:
 December 31, 2020
 (Dollars in millions)
2021$3,900 
2022200 
2023500 
2024100 
Thereafter400 
Total$5,100 

109

 December 31, 2017
 (Dollars in millions)
2018$4,385
201950
2020
2021
Thereafter1,230
Total$5,665
Flagstar Bancorp, Inc.

Notes to the Consolidated Financial Statements

Parent Company Senior Notes, Subordinated Notes and Trust Preferred Securities


The following table presents long-term debt, net of debt issuance costs:
December 31, 2017 December 31, 2016 December 31, 2020December 31, 2019

Amount Interest Rate Amount Interest RateAmountInterest RateAmountInterest Rate
(Dollars in millions)(Dollars in millions)
Senior Notes       Senior Notes
Senior notes, matures 2021$247
 6.125% $246
 6.125%Senior notes, matures 2021$246 6.125 %$249 6.125%
Subordinated NotesSubordinated Notes
Notes, matures 2030Notes, matures 2030148 4.125 %%
Trust Preferred Securities       Trust Preferred Securities
Floating Three Month LIBOR       
Floating Three Month LIBOR Plus:Floating Three Month LIBOR Plus:
Plus 3.25%, matures 2032$26
 4.92% $26
 4.25%Plus 3.25%, matures 203226 3.50 %26 5.20 %
Plus 3.25%, matures 203326
 4.61% 26
 4.13%Plus 3.25%, matures 203326 3.49 %26 5.24 %
Plus 3.25%, matures 203326
 4.94% 26
 4.25%Plus 3.25%, matures 203326 3.49 %26 5.21 %
Plus 2.00%, matures 203526
 3.36% 26
 2.88%Plus 2.00%, matures 203526 2.24 %26 3.99 %
Plus 2.00%, matures 203526
 3.36% 26
 2.88%Plus 2.00%, matures 203526 2.24 %26 3.99 %
Plus 1.75%, matures 203551
 3.34% 51
 2.71%Plus 1.75%, matures 203551 1.97 %51 3.64 %
Plus 1.50%, matures 203525
 2.86% 25
 2.38%Plus 1.50%, matures 203525 1.74 %25 3.49 %
Plus 1.45%, matures 203725
 3.04% 25
 2.41%Plus 1.45%, matures 203725 1.67 %25 3.34 %
Plus 2.50%, matures 203716
 4.09% 16
 3.46%Plus 2.50%, matures 203716 2.72 %16 4.39 %
Total Trust Preferred Securities247
   247
  Total Trust Preferred Securities247 247 
Total long-term debt$494
   $493
  
Total other long-term debtTotal other long-term debt$641 $496 


Senior Notes


On July 11, 2016, we issued $250 million of senior notes ("Senior Notes") which mature on July 15, 2021. The notes are unsecured and rank equally and ratably with the unsecured senior indebtedness of Flagstar Bancorp, Inc.

. Prior to June 15, 2021, we may redeem some or all of the Senior Notes at a redemption price equal to the greater of 100 percent of the aggregate principal amount of the notes to be redeemed or the sum of the present values of the remaining scheduled payments discounted to the redemption date on a semi-annual basis using a discount rate equal to the Treasury Rate plus 0.50 percent, plus, in each caseaddition to accrued and unpaid interest. These notes were scheduled to mature on July 15, 2021, but we provided notice that we would be redeeming these outstanding notes on December 23, 2020. We accrued for the liabilities associated with that redemption as of December 31, 2020, and settled the Senior Notes on January 22, 2021.

Subordinated Notes

On October 28, 2020, we issued $150 million of Subordinated Debt (the "Notes") with a maturity date of November 1, 2030. The Notes bear interest at a fixed rate of 4.125 percent through October 31, 2025, and a variable rate tied to SOFR thereafter until maturity. We have the option to redeem all or a part of the Notes beginning on November 1, 2025, and on any subsequent interest payment date. The Notes qualify as Tier 2 capital for regulatory purposes.
    
Trust Preferred Securities


We sponsor nine9 trust subsidiaries, which issued preferred stock to third partythird-party investors. We issued trust preferredjunior subordinated debt securities to those trusts, which we have included in long-term debt. The trust preferredjunior subordinated debt securities are the sole assets of those trusts.

The trust preferred securities are callable by us at any time. Interest is payable quarterly; however, we may defer interest payments for up to 20 quarters without default or penalty. As of December 31, 2017,2020, we had no0 deferred interest.
110


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Note 14 — Representation and Warranty Reserve

At the time a loan is sold, an estimate of the fair value of the guarantee associated with the mortgage loans is recorded in the representation and warranty reserve in the Consolidated Statements of Financial Condition. This reduces the net gain on loan sales in the Consolidated Statements of Operations.

The following table shows the activity impacting the representation and warranty reserve:
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Balance, beginning of period$27
 $40
 $53
Provision (benefit)     
Gain on sale reduction for representation and warranty liability4
 5
 7
Representation and warranty provision (benefit)(13) (19) (19)
Total(9) (14) (12)
(Charge-offs) recoveries, net(3) 1
 (1)
Balance, end of period$15
 $27
 $40

Note 15— Warrants

May Investor Warrant

We granted warrants (the "May Investor Warrants") on January 30, 2009 under anti-dilution provisions applicable to certain investors (the "May Investors") in our May 2008 private placement capital raise.

During the year ended December 31, 2017, a total of 237,627 May Investor Warrants were exercised, resulting in the net issuance of 154,313 shares of Common Stock. As of December 31, 2017, there are no remaining May Investor Warrants outstanding and the related liability is reduced to zero. At December 31, 2016, the liability was $4 million. For further information, see Note 22 - Fair Value Measurements.

TARP Warrant

On January 30, 2009, in conjunction with the sale of 266,657 shares of TARP Preferred, we issued a warrant to purchase up to approximately 645,138 shares of Common Stock at an exercise price of $62.00 per share (the "Warrant").

The Warrant is exercisable through January 30, 2019 and remains outstanding.     

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Note 16 - Accumulated Other Comprehensive Income (Loss)


The following table sets forth the components in accumulated other comprehensive income (loss):income:
For the Years Ended December 31,
202020192018
(Dollars in millions)
Investment Securities
Beginning balance$$(47)$(18)
Unrealized gain (loss)68 57 (30)
Less: Tax provision (benefit)16 14 (7)
Net unrealized gain (loss)52 43 (23)
Reclassifications out of AOCI (1)(1)(1)
Less: Tax provision
Net unrealized (loss) gain reclassified out of AOCI(1)(1)
Reclassification of certain income tax effects (2)(5)
Other comprehensive income (loss), net of tax51 48 (29)
Ending balance$52 $$(47)
Cash Flow Hedges
Beginning balance$$$
Unrealized (loss) gain(9)27 
Less: Tax (benefit) provision(2)
Net unrealized (loss) gain(7)20 
Reclassifications out of AOCI (1)(30)
Less: Tax benefit(8)
Net unrealized gain (loss) reclassified out of AOCI(22)
Other comprehensive loss, net of tax(5)(2)
Ending balance$(5)$$
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Investment Securities     
Beginning balance$(8) $5
 $8
Unrealized gain (loss)(19) (10) (7)
Less: Tax (benefit) provision(7) (3) (2)
Net unrealized gain (loss)(12) (7) (5)
Reclassifications out of AOCI (1)
3
 (9) 3
Less: Tax (benefit) provision1
 (3) 1
Net unrealized gain (loss) reclassified out of AOCI2
 (6) 2
Other comprehensive income/(loss), net of tax(10) (13) (3)
Ending balance$(18) $(8) $5
      
Cash Flow Hedges     
Beginning balance$1
 $(3) $
Unrealized gain (loss)5
 (13) (6)
Less: Tax (benefit) provision1
 (5) (1)
Net unrealized gain (loss)4
 (8) (5)
Reclassifications out of AOCI (1)
(5) 19
 2
Less: Tax (benefit) provision(2) 7
 
Net unrealized gain (loss) reclassified out of AOCI(3) 12
 2
Other comprehensive income/(loss), net of tax1
 4
 (3)
Ending balance$2
 $1
 $(3)
(1)(1)Reclassifications are reported in other noninterest income on the Consolidated Statement of Operations.

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial StatementsStatement of Operations.

(2)Income tax effects of the Tax Cuts and Jobs Act are reclassified from AOCI to retained earnings due to early adoption of ASU 2018-02.


Note 17 —15 - Earnings Per Share


Basic earnings per share, excluding dilution, is computed by dividing earnings availableapplicable to common stockholders by the weighted average number of shares of common stock outstanding during the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock were exercised and converted into common stock or resulted in the issuance of common stock that could then share in our earnings.

    
The following table sets forth the computation of basic and diluted earnings per share of common stock:
 For the Years Ended December 31,
202020192018
 (In millions, except share data)
Net income applicable to common stockholders$538 $218 $187 
Weighted Average Shares
Weighted average common shares outstanding56,094,542 56,584,238 57,520,289 
Effect of dilutive securities
Stock-based awards411,271 654,740 802,661 
Weighted average diluted common shares56,505,813 57,238,978 58,322,950 
Earnings per common share
Basic earnings per common share$9.59 $3.85 $3.26 
Effect of dilutive securities
Stock-based awards(0.07)(0.05)(0.05)
Diluted earnings per common share$9.52 $3.80 $3.21 

 For the Years Ended December 31,
 2017 2016 2015
 (In millions, except share data)
Net income$63
 $171
 $158
Deferred cumulative preferred stock dividends
 (18) (30)
Net income applicable to common stockholders$63
 $153
 $128
Weighted Average Shares     
Weighted average common shares outstanding57,093,868
 56,569,307
 56,426,977
Effect of dilutive securities     
May Investor Warrants12,287
 138,314
 305,484
Stock-based awards1,072,188
 890,046
 432,062
Weighted average diluted common shares58,178,343
 57,597,667
 57,164,523
Earnings per common share     
Basic earnings per common share$1.11
 $2.71
 $2.27
Effect of dilutive securities     
May Investor Warrants
 (0.01) (0.01)
Stock-based awards(0.02) (0.04) (0.02)
Diluted earnings per common share$1.09
 $2.66
 $2.24
111

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements
Under the terms of the TARP Preferred, the Company elected to defer payments of preferred stock dividends beginning with the February 2012 dividend. Although, while being deferred, the impact was not included in quarterly net income from continuing operations, the deferral did impact net income applicable to common stock for the purpose of calculating earnings per share, as shown above. On July 29, 2016, we completed the $267 million redemption of TARP Preferred.    

Note 18 —16 - Stock-Based Compensation

Our board of directors participates in various stock option plans and incentive compensation plans.    Certain key employees, officers, directors and others are eligible to receive stock awards. Awards that may be granted under the plan2016 Stock Plan include stock options, incentiverestricted stock, options, cash-settled stock appreciation rights, restricted stock units, performance shares and performance unitsawards, dividend equivalents and other awards. Under the current plan, the exercise price of any award granted must be at least equal to the fair market value of common stock on the date of grant. Non-qualified stock options granted to directors expire 5 years from the date of grant. Grants other than non-qualified stock options have term limits set by the board of directors in the applicable agreement. Stock appreciation rights generally expire 7 years from the date of grant. Awards still outstanding under any of the prior plans will continue to be governed by their respective terms.

During the years ended December 31, 2017, 2016 and 2015,The compensation expense recognized related to stock-based compensation totaledwas $17 million, $13 million and $11 million $11 million and $3 million, respectively.

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Stock Options

The following tables summarize the activity that occurred in the years ended December 31:
 Number of Shares
 
2017 (1)
 2016 2015
Options outstanding, beginning of year45,791
 53,284
 63,598
Options canceled, forfeited and expired(5,073) (7,493) (10,314)
Options outstanding, end of year40,718
 45,791
 53,284
Options vested or expected to vest, end of year40,718
 45,791
 53,284
Options exercisable, end of year20,286
 23,576
 27,197
 Weighted Average Exercise Price
 
2017 (1)
 2016 2015
Options outstanding, beginning of year$80.00
 $80.00
 $94.33
Options canceled, forfeited and expired80.00
 80.00
 168.34
Options outstanding, end of year$80.00
 $80.00
 $80.00
Options vested or expected to vest, end of year$80.00
 $80.00
 $80.00
Options exercisable, end of year$80.00
 $80.00
 $80.00
(1) All outstanding options at December 31, 2017 are vested or expected to vest and have a weighted average remaining contractual lifeduring each of 2.1 years.

The total intrinsic value of options exercised during the years ended December 31, 2017, 20162020, 2019 and 2015, was zero. Additionally, there was no aggregate intrinsic value of options outstanding and exercised at December 31, 2017, 2016 and 2015.2018, respectively.


Restricted Stock and Restricted Stock Units


We have issued restricted stock units to officers, directors and certain employees.employees under our long-term incentive program ("LTIP"). Restricted stock units generally will vest in 3three increments on each annual anniversary of the date of grant beginning with the first anniversary or vest after three years subject to service and performance conditions.


On OctoberMarch 20, 2015, our2018, the Board approved and adopted the Flagstar Bancorp, Inc.adoption of the 2018 Executive Long-Term Incentive Program II ("ExLTIP"2018 ExLTIP II"). The 2018 ExLTIP provides for payoutsII was provided to certain executives only if ourand is comprised of RSUs which are dependent on stock achievesperformance, time-based RSUs for which vesting is based on service over a four year period and sustains a specified marketRSUs that are performance within ten yearsand time vested with the same terms as those granted to other employees under the existing LTIP. As of December 31, 2020, the grant date. The ExLTIP awards were made in the form of restricted stock units under and subject to the terms of the 2016 Flagstar Bancorp, Inc. Stock and Incentive Plan, which was approved at the May 24, 2016 annual shareholder meeting. If vested, the restricted stock units would pay out in five installments, subject to a quality review.performance hurdles have not been met.


At December 31, 2017,2020, the maximum number of shares of common stock that may be issued were 2,132,452was 1.3 million shares. The total grant date fair value of awards vested during the years ended December 31, 2017, 2016, 20152020, 2019 and 2018 was $7$15 million, $3$10 million and $2$9 million, respectively. As of December 31, 2017,2020, the total unrecognized compensation cost related to non-vested awards was $12$17 million with a weighted average expense recognition period of 2.51.7 years.


The following table summarizes restricted stock activity:
For the Years Ended December 31,
202020192018
Number of SharesWeighted Average Grant-Date Fair Value per ShareNumber of SharesWeighted Average Grant-Date Fair Value per ShareNumber of SharesWeighted Average Grant-Date Fair Value per Share
Restricted Stock and Restricted Stock Units
Non-vested balance at beginning of period1,399,127 $28.72 1,620,568 $27.27 1,290,450 $20.52 
Granted379,835 27.97 338,737 32.11 875,352 34.32 
Vested(537,571)27.06 (379,936)26.98 (401,379)23.04 
Canceled and forfeited(267,205)23.13 (180,242)25.66 (143,855)21.46 
Non-vested balance at end of period974,186 $30.88 1,399,127 $28.72 1,620,568 $27.27 
 For the Years Ended December 31,
 2017 2016 2015
 Shares Weighted — Average Grant-Date Fair Value per Share Shares Weighted — Average Grant-Date Fair Value per Share Shares Weighted — Average Grant-Date Fair Value per Share
Restricted Stock and Restricted Stock Units           
Non-vested balance at beginning of period1,461,910
 $17.68
 1,299,985
 $16.36
 233,691
 $17.21
Granted357,058
 28.06
 310,209
 22.97
 1,325,134
 16.11
Vested(385,454) 17.36
 (134,767) 15.78
 (152,220) 15.25
Canceled and forfeited(143,064) 18.89
 (13,517) 17.24
 (106,620) 18.46
Non-vested balance at end of period1,290,450
 $20.52
 1,461,910
 $17.68
 1,299,985
 $16.36

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



2017 Employee Stock Purchase Plan


The Employee Stock Purchase Plan ("2017 ESPP") was approved on March 20, 2017, by our Board of Directors ("the Board") and on May 23, 2017, by our shareholders. The 2017 ESPP became effective July 1, 2017, and will remain effective until terminated by the Board. A total of 800,000 shares of the Company’s common stock are reserved and authorized for issuance for purchase under the 2017 ESPP. During the year ended December 31, 2017, 48,032There were 181,875 and 106,881 shares were issued under the 2017 ESPP during the years ended December 31, 2020 and our2019, respectively, and the associated compensation expense was de minimis.

Incentive Compensation Plans

We had an expenseminimis for both periods. As of $33 million, $33 million and $30 million for the years ended December 31, 2020, there were 350,054 shares authorized for issuance for purchase under the 2017 2016 and 2015, respectively, for annual employee incentive payments and commission based payments.ESPP but not yet issued.


112

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Note 19—17 - Income Taxes


Components of the provision (benefit) for income taxes consist of the following:
 For the Years Ended December 31,
 202020192018
 (Dollars in millions)
Current
Federal$154 $17 $
State14 
Total current income tax expense168 23 
Deferred
Federal(10)39 47 
State(14)(3)
Total deferred income tax expense(2)25 44 
Total income tax expense$166 $48 $45 
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Current     
Federal$2
 $4
 $2
Total current income tax expense2
 4
 2
Deferred     
Federal66
 84
 82
Federal impact of tax reform80
 
 
State
 (1) (2)
Total deferred income tax expense146
 83
 80
Total income tax expense$148
 $87
 $82


Our effective tax rate differs from the statutory federal tax rate. The following is a summary of such differences:
 For the Years Ended December 31,
 202020192018
 (Dollars in millions)
Provision at statutory federal income tax rate$148 $56 $49 
(Decreases) increases resulting from:
Bank owned life insurance(2)(2)(2)
State income tax (benefit), net of federal income tax effect (net of valuation allowance release)18 (6)(2)
Low income housing tax losses(1)(1)(1)
Other
Provision for income taxes$166 $48 $45 
Effective tax provision rate23.5 %18.1 %19.4 %
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Provision at statutory federal income tax rate (35%)$74
 $90
 $84
Increases (decreases) resulting from:     
Tax Reform80
 
 
Bank Owned Life Insurance(3) (3) (1)
Restricted stock compensation(2) 
 
State income tax (benefit), net of federal income tax effect (includes valuation allowance)
 (1) (2)
Warrant expense (income)
 1
 1
Non-deductible compensation
 
 1
Other(1) 
 (1)
Provision for income taxes$148
 $87
 $82
Effective tax provision rate70.1% 33.7% 34.2%


The increase in our income tax provision and effective tax provision rate during the year ended December 31, 20172020, as compared to the year ended December 31, 2016,2019, was primarily due to significantly higher pre-tax book income in the new tax legislation which resulted in a charge to the provision for income taxes of approximately $80 million due to the revaluation of our DTAs at a lower corporate statutory rate.

current year.
    
113

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Temporary differences and carry forwardscarryforwards that give rise to DTAs and liabilities are comprised of the following:
 December 31,
 20202019
 (Dollars in millions)
Deferred tax assets
Net operating loss carryforwards (Federal and State)$36 $43 
Allowance for credit losses58 26 
Accrued compensation15 12 
Litigation settlement
Lease liability
Contingent consideration
General business reserves11 
Other11 
Total$145 $113 
Valuation allowance(7)(5)
Total net$138 $108 
Deferred tax liabilities
Mark-to-market adjustments$(4)$(12)
Premises and equipment(7)(7)
State and local taxes(6)(7)
Commercial lease financing(1)(5)
Mortgage loan servicing rights(53)(5)
Right of use asset(5)(6)
Total$(76)$(42)
Net deferred tax asset$62 $66 
 December 31,
 2017 2016
 (Dollars in millions)
Deferred tax assets   
Net operating loss carryforwards (Federal and State)$110
 $195
Allowance for loan losses43
 74
Litigation settlement14
 22
Alternative Minimum Tax credit carry forwards
 18
Representation and warranty reserves3
 10
Accrued compensation10
 15
Contingent Consideration6
 
Loan deferred fees and costs2
 3
Non-accrual interest revenue1
 2
Deferred interest1
 2
General business credits3
 1
Other2
 5
Total195
 347
Valuation allowance(20) (20)
Total (net)175
 327
Deferred tax liabilities   
Premises and equipment(14) (12)
Mortgage loan servicing rights(3) (11)
Mark-to-market adjustments(10) (9)
Commercial lease financing(9) (5)
State and local taxes(3) (4)
Total(39) (41)
Net deferred tax asset$136
 $286


At December 31, 2017, we reclassified $20 million of AMT credits from deferred taxes to other assets as a result of tax reform.
We have not provided deferred income taxes for the Bank’s pre-1988 tax bad debt reserve at December 31, 20172020, of approximately $4 million because it is not anticipated that this temporary difference will reverse in the foreseeable future. Such reserves would only be taken into taxable income if the Bank, or a successor institution, liquidates, redeems shares, pays dividends in excess of earnings, or ceases to qualify as a bank for tax purposes.


During the years ended December 31, 20172020 and 2016,2019, we had federal net operating loss carry forwardscarryforwards of $381$51 million and $480$68 million, respectively. These carry forwards,carryforwards, if unused, expire in calendar years 2028 through 2037.2029. As a result of a change in control occurring on January 30, 2009 and November 10, 2020, Section 382 of the Internal Revenue Code places an annual limitation on the use of our new operating loss carry forwardscarryforwards that existed at that time. At December 31, 2017 we had $120those times. $51 million of net operating loss carry forwardscarryforwards are subject to certain annual use limitations which expire in calendar years 2028 through 2029.


We regularly evaluate the need for DTA valuation allowances based on a more likely than not standard as defined by generally accepted accounting principles.GAAP. The ability to realize DTAs depends on the ability to generate sufficient taxable income within the carryback or carryforward periods provided for in the tax law for each applicable tax jurisdiction.


We had a total state DTA before valuation allowance of $33$28 million which includes total state net operating loss carryforwards of $579$393 million at December 31, 2017.2020, that expire if unused in calendar years through 2033. In connection with our ongoing assessment of deferred taxes, we analyzed each state net operating loss separately, and determined the amount of such net operating loss available and estimated the amount which iswe expected to expire unused, andunused. Based on that assessment, we recorded a valuation allowance of $7 million to reduce the DTA for state net operating losses to the amount which is more likely than not to be realized. At December 31, 2017,2020, the net state DTAs which will more likely than not be realized, was $14 million and we have maintained a valuation allowance of $20 million due to state loss carryover limitations.$21 million.


We will continue to regularly assess the realizability of our DTAs. Changes in earnings performance and future earnings projections, among other factors, may cause us to adjust our valuation allowance.
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Our income tax returns are subject to review and examination by federal, state and local government authorities. On an ongoing basis, numerous federal, state and local examinations are in progress and cover multiple tax years. At December 31, 2017,2020, the Internal Revenue Service had completed an examination of us through the taxable year ended December 31, 2013. The years open to examination by state and local government authorities vary by jurisdiction.


114

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

We recognize interest and penalties related to uncertain tax positions in income tax expense. For the years ended December 31, 2017, 20162020, 2019 and 2015,2018, we did not recognize any interest income, interest expense, or increase or decreases to uncertain income tax positions of greater than $1 million, individually or in aggregate.


Note 20 —18 - Regulatory Capital


We, along with the Bank, are subject to the Basel III based U.S. capital rules, including capital simplification in 2020. Under these requirements, we must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional, discretionary actions by regulators that could have a material effect on the Consolidated Financial Statements. On January 1, 2015, the Basel III rules became effective and include transition provisions through 2018.


At the end of 2017 a final rule was issued that will maintain the transition provisions for certain items deducted from regulatory capital. For additional information, see Item 1. Business and Item 1A. Risk Factors.

To be categorized as "well-capitalized," the Company and the Bank must maintain minimum tangible capital, Tier 1 capital, common equity Tier 1 and total capital ratios as set forth in the table below. We, along with the Bank, are considered "well-capitalized" at both December 31, 20172020 and December 31, 2016.2019.


The following tables present the regulatory capital ratios as ofrequirements under the dates indicated:applicable Basel III based U.S. capital rules:
Flagstar BancorpActualMinimum Capital RatiosWell-Capitalized Under Prompt Corrective Action Provisions
 AmountRatioAmountRatioAmountRatio
 (Dollars in millions)
December 31, 2020
Tier 1 capital (to adjusted avg. total assets)$2,270 7.71 %$1,178 4.0 %$1,472 5.0 %
Common equity Tier 1 capital (to RWA)2,030 9.15 %999 4.5 %1,442 6.5 %
Tier 1 capital (to RWA)2,270 10.23 %1,331 6.0 %1,775 8.0 %
Total capital (to RWA)2,638 11.89 %1,775 8.0 %2,219 10.0 %
December 31, 2019
Tier 1 capital (to adjusted avg. total assets)$1,720 7.57 %$909 4.0 %$1,136 5.0 %
Common equity Tier 1 capital (to RWA)1,480 9.32 %715 4.5 %1,033 6.5 %
Tier 1 capital (to RWA)1,720 10.83 %953 6.0 %1,271 8.0 %
Total capital (to RWA)1,830 11.52 %1,271 8.0 %1,589 10.0 %
Flagstar BankActualMinimum Capital RatiosWell-Capitalized Under Prompt Corrective Action Provisions
 AmountRatioAmountRatioAmountRatio
 (Dollars in millions)
December 31, 2020
Tier 1 capital (to adjusted avg. total assets)$2,390 8.12 %$1,177 4.0 %$1,472 5.0 %
Common equity Tier 1 capital (to RWA)2,390 10.77 %999 4.5 %1,443 6.5 %
Tier 1 capital (to RWA)2,390 10.77 %1,332 6.0 %1,775 8.0 %
Total capital (to RWA)2,608 11.75 %1,775 8.0 %2,219 10.0 %
December 31, 2019
Tier 1 capital (to adjusted avg. total assets)$1,752 7.71 %$909 4.0 %$1,136 5.0 %
Common equity Tier 1 capital (to RWA)1,752 11.04 %714 4.5 %1,032 6.5 %
Tier 1 capital (to RWA)1,752 11.04 %952 6.0 %1,270 8.0 %
Total capital (to RWA)1,862 11.73 %1,270 8.0 %1,587 10.0 %


115
Flagstar BancorpActual For Capital Adequacy Purposes Well Capitalized Under Prompt Corrective Action Provisions
 AmountRatio AmountRatio AmountRatio
 (Dollars in millions)
December 31, 2017        
Tangible capital (to adjusted avg. total assets)$1,442
8.51% N/A
N/A
 N/A
N/A
Tier 1 capital (to adjusted avg. total assets)1,442
8.51% $678
4.0% $848
5.0%
Common equity Tier 1 capital (to RWA)1,216
11.50% 476
4.5% 688
6.5%
Tier 1 capital (to RWA)1,442
13.63% 635
6.0% 846
8.0%
Total capital (to RWA)1,576
14.90% 846
8.0% 1,058
10.0%
December 31, 2016        
Tangible capital (to adjusted avg. total assets)$1,256
8.88% N/A
N/A
 N/A
N/A
Tier 1 capital (to adjusted avg. total assets)1,256
8.88% $566
4.0% $707
5.0%
Common equity Tier 1 capital (to RWA)1,084
13.06% 374
4.5% 540
6.5%
Tier 1 capital (to RWA)1,256
15.12% 498
6.0% 664
8.0%
Total capital (to RWA)1,363
16.41% 664
8.0% 830
10.0%
N/A - Not applicable.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Flagstar BankActual For Capital Adequacy Purposes Well Capitalized Under Prompt Corrective Action Provisions
 AmountRatio AmountRatio AmountRatio
 (Dollars in millions)
December 31, 2017        
Tangible capital (to adjusted avg. total assets)$1,531
9.04% N/A
N/A
 N/A
N/A
Tier 1 capital (to adjusted avg. total assets)1,531
9.04% $677
4.0% $847
5.0%
Common equity Tier 1 capital (to RWA)1,531
14.46% 476
4.5% 688
6.5%
Tier 1 capital (to RWA)1,531
14.46% 635
6.0% 847
8.0%
Total capital (to RWA)1,664
15.72% 847
8.0% 1,059
10.0%
December 31, 2016        
Tangible capital (to adjusted avg. total assets)$1,491
10.52% N/A
N/A
 N/A
N/A
Tier 1 capital (to adjusted avg. total assets)1,491
10.52% $567
4.0% $709
5.0%
Common equity Tier 1 capital (to RWA)1,491
17.90% 375
4.5% 542
6.5%
Tier 1 capital (to RWA)1,491
17.90% 500
6.0% 667
8.0%
Total capital (to RWA)1,598
19.18% 667
8.0% 833
10.0%
N/A - Not applicable.

Note 21 —19 - Legal Proceedings, Contingencies and Commitments


Legal Proceedings
    
We and our subsidiaries are subject to various pending or threatened legal proceedings arising out of the normal course of business operations. In addition, the Bank is routinely named in civil actions throughout the country by borrowers and former borrowers relating to the origination,closing, purchase, sale and servicing of mortgage loans. From time to time, governmental agencies also conduct investigations or examinations of various practices of the Bank. In the course of such investigations or examinations, the Bank cooperates with such agencies and provides information as requested.


We assess the liabilities and loss contingencies in connection with pending or threatened legal and regulatory proceedings on at least a quarterly basis and establish accruals when we believe it is probable that a loss may be incurred and that the amount of such loss can be reasonably estimated. Once established, litigation accruals are adjusted, as appropriate, in light of additional information. Payments made to settle our liabilities may differ from the contingency or fair value recorded due to factors that differ from our assumptions.


At December 31, 2017,2020, we do not believe that the amount of any reasonably possible losses in excess of any amounts accrued with respect to ongoing proceedings or any other known claims will be material to our financial statements or that the ultimate outcome of these actions will have a materialmaterially adverse effect on our financial condition, results of operations or cash flows.


DOJ litigation settlementLiability


In    On February 24, 2012, the Bank entered into a Settlement Agreement with the DOJ under which meets the definition of a financial liability (the "DOJ Liability").

In accordance with the Settlement Agreement, we made an initial payment of $15 million and agreed to make future annual payments totaling $118 million in annual increments of up to $25 million upon meeting all of the following conditions which are evaluated quarterly and include: (a) the reversal of the DTA valuation allowance, which occurred at the end of 2013; (b) the repayment of the Fixed Rate Cumulative Perpetual Preferred Stock, Series C (the "TARP Preferred"), which occurred in the third quarter ofJuly 2016; and (c) the Bank’sBank having a Tier 1 Leverage Capital Ratio equalsof 11 percent or greater as filed in the Call Report with the OCC.


No payment would be required until six months after the Bank files its Call Report with the OCC first reporting that its Tier 1 Leverage Capital Ratio was 11 percent or greater. If all other conditions were then satisfied, an initial annual payment would be due at that time. The next annual payment is then only made if such other conditions continue to be satisfied, otherwise payments are delayed until all such conditions are met. Further, making such a payment must not violate any material banking regulatory requirement and the OCC must not object in writing.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Consistent with our business and regulatory requirements, Flagstar shall seek in good faith to fulfill the conditions and will not undertake any conduct,or fail to take any action, for which the purpose of which is to frustrate or delay our ability to fulfill any of the above conditions.


Additionally, if the Bank and Bancorp become party to a business combination in which the Bank or Bancorp represent less than 33.3 percent of the resulting company’s assets. Annualassets, annual payments must commence twelve months after the date of that business combination.


We    The Settlement Agreement meets the definition of a financial instrument for which we elected to account for the DOJ Liability under the fair value option. To determineWe consider the fair value, we utilize a discounted cash flow model. Key assumptions for the discounted cash flow model include using a discount rate as of December 31, 2017 of 9.7 percent; probability weightings of multiple cash flow scenarios and possible outcomes which contemplate the above conditions and estimates of forecasted net income, size of the balance sheet, capital levels, dividends and their impact on the timing of cash payments and the assumptions we believe a market participant would make to transfer the liability.liability and evaluate the potential ways we might satisfy the Settlement Agreement and our estimates of the likelihood of these outcomes, which may change over time. The fair value of the DOJ Liability was $60 million at both December 31, 2017liability is subject to significant uncertainty; it is impacted by forecasted estimates of the timing of potential payments, some of which are impacted by inputs including estimates of equity, earnings, timing and December 31, 2016, respectively.amount of dividends and growth of the balance sheet as well as their related impacts on forecasted Tier 1 Leverage Capital Ratio discount rate, the likelihood and types of potential business combinations or any other means by which a payment could be made. While the Settlement Agreement remains outstanding, we are exposed to the risk of further litigation, reputational risk and operational risk related to our ongoing business relationships and discussions from time to time to resolve the Settlement Agreement. For further information on the fair value of the liability, see Note 20 - Fair Value Measurements.

116

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Other litigation accruals


At December 31, 20172020 and December 31, 2016,2019, excluding the fair value liability relating to the DOJ litigation settlement,Liability, our total accrual for contingent liabilities and settled litigation was $1$7 million and $3 million, respectively.


Commitments


In the normal course of business, we have various commitments outstanding which are not included on our Consolidated Statements of Financial Condition. The following table is a summary of the contractual amount of significant commitments:
 December 31,
 20202019
 (Dollars in millions)
Commitments to extend credit
Mortgage loan commitments including interest rate locks$10,702 $4,099 
Warehouse loan commitments2,849 1,944 
Commercial and industrial commitments1,271 1,107 
Other construction commitments1,934 2,015 
HELOC commitments544 558 
Other consumer commitments121 175 
Standby and commercial letters of credit95 82 
 December 31,
 2017 2016
 (Dollars in millions)
Commitments to extend credit   
Mortgage loan interest-rate lock commitments$3,667
 $4,115
Warehouse loan commitments1,618
 1,670
Commercial and industrial commitments695
 424
Other commercial commitments1,021
 651
HELOC commitments283
 179
Other consumer commitments15
 57
Standby and commercial letters of credit50
 30


Commitments to extend credit are agreements to lend to a customer as long as there is not a violation of any condition established in the contract. SinceBecause many of these commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements. Commitments generally have fixed expiration dates or other termination clauses. We evaluate each customer's credit worthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by us, upon extension of credit is based on management'sManagement's credit evaluation of the counterparties.


These instruments involve, to varying degrees, elements of credit and interest rate risk beyond the amount recognized on the Consolidated Statements of Financial Condition. Our exposure to credit losses in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. We utilize the same credit policies in making commitments and conditional obligations as we do for balance sheet instruments. The types of credit we extend are as follows:


Mortgage loan interest-rate lock commitments.commitments including interest rate locks. We enter into mortgage interest-rate lockloan commitments, including interest rate locks with our customers. These interest rate lock commitments are considered to be derivative instruments and the fair value of these commitments is recorded inon the Consolidated Statements of Financial Condition in other assets. For further information, see Note 11 - Derivative Financial Instruments.


Warehouse loan commitments. Lines of credit provided to mortgage originators to fund loans they originate and then sell. The proceeds of the sale of the loans are used to repay the draw on the line used to fund the loans.


Commercial and industrial and other commercialconstruction commitments. Conditional commitments issued under various terms to lend funds to businessbusinesses and other entities. These commitments include revolving credit agreements, term loan commitments
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


and short-term borrowing agreements. Many of these loan commitments have fixed expiration dates or other termination clauses and may require payment of a fee. SinceBecause many of these commitments are expected to expire without being funded, the total commitment amounts do not necessarily represent future liquidity requirements.


HELOC commitments. Commitments to extend, originate or purchase credit are primarily lines of credit to consumers and have specified rates and maturity dates. Many of these commitments also have adverse change clauses, which allow us to cancel the commitment due to deterioration in the borrowers’ creditworthiness or a decline in the collateral value.


Other consumer commitments. ConditionalConditional commitments issued to accommodate the financial needs of customers. The commitments are made under various terms to lend funds to consumers, which include revolving credit agreements, term loan commitments and short-term borrowing agreements.


117

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Standby and commercial letters of credit. Conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate commerce and typically result in the commitment being drawn on when the underlying transaction is consummated between the customer and the third party. These financial standby letters of credit irrevocably obligate the bank to pay a third party beneficiary when a customer fails to repay an outstanding loan or debt instrument.


We maintain a reserve for the estimate of probableestimated lifetime credit losses inherent in unfunded commitments to extend credit. Unfunded commitments to extend credit include unfunded loans with available balances, new commitments to lend that are not yet funded and standby and commercial letters of credit. A reserve balance of $28 million at December 31, 2020 and $3 million at both December 31, 2017 and 2016,2019, respectively, is reflected in other liabilities on the Consolidated Statements of Financial Condition.


Supplemental executive retirement plan with former CEO. The Company entered into a supplemental executive retirement plan (“SERP”) with a former CEO in 2009. Under the plan, the former CEO was to receive a $16 million payment in August 2018. The Company fully accrued for the SERP liability during that time period and no SERP payments have been made to the former CEO. Due to the condition of the Company at the time the former CEO’s employment ended, we believe that any payment under the SERP would be deemed to be a “Golden Parachute” payment and, therefore, is subject to certain banking regulations. As a result, we would need to make an application to the regulators to make a payment and certify to certain criteria. The Company does not believe that it can make an unqualified certification. The former CEO has filed a lawsuit to compel us to make a certification and ultimately pay the liability. Final dispensation of the SERP is not within our control and the liability of $16 million at December 31, 2020 may be adjusted as more information is known.    

Note 22 —20 - Fair Value Measurements


We utilize fair value measurements to record or disclose the fair value on certain assets and liabilities. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability through an orderly transaction between market participants at the measurement date. The determination of fair values of financial instruments often requires the use of estimates. In cases where quoted market values in an active market are not available, we use present value techniques and other valuation methods to estimate the fair values of our financial instruments. These valuation models rely on market-based parameters when available, such as interest rate yield curves or credit spreads. Unobservable inputs may be based on management'sManagement's judgment, assumptions and estimates related to credit quality, our future earnings, interest rates and other relevant inputs. These valuation methods require considerable judgment and the resulting estimates of fair value can be significantly affected by the assumptions made and methods used.


Valuation Hierarchy


U.S. GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The hierarchy is based on the transparency of the inputs used in the valuation process with the highest priority given to quoted prices available in active markets and the lowest priority given to unobservable inputs where no active market exists, as discussed below.below:


Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets in which we can participate as of the measurement date;date,


Level 2 - Quoted prices for similar instruments in active markets and other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument;instrument, and


Level 3 - Unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability.


A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input within the valuation hierarchy that is significant to the overall fair value measurement. Transfers between levels of the fair value hierarchy are recognized at the end of the reporting period.


118

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Assets and Liabilities Measured at Fair Value on a Recurring Basis


The following tables present the financial instruments carried at fair value by caption on the Consolidated Statements of Financial Condition and by level in the valuation hierarchy:
December 31, 2017December 31, 2020
Level 1 Level 2 Level 3 Total Fair ValueLevel 1Level 2Level 3Total Fair Value
(Dollars in millions)(Dollars in millions)
Investment securities available-for-sale       Investment securities available-for-sale
Agency - Commercial$
 $987
 $
 $987
Agency - Commercial$$1,061 $$1,061 
Agency - Residential
 794
 
 794
Agency - Residential735 735 
Municipal obligations
 34
 
 34
Municipal obligations— 28 28 
Corporate debt obligations
 38
 
 38
Corporate debt obligations77 77 
Other MBSOther MBS42 42 
Certificate of depositCertificate of deposit
Loans held-for-sale       Loans held-for-sale
Residential first mortgage loans
 4,300
 
 4,300
Residential first mortgage loans7,009 7,009 
Loans held-for-investment       Loans held-for-investment
Residential first mortgage loans
 8
 
 8
Residential first mortgage loans11 11 
Home equity
 
 4
 4
Home equity
Mortgage servicing rights
 
 291
 291
Mortgage servicing rights329 329 
Derivative assets       Derivative assets
Rate lock commitments (fallout-adjusted)
 
 24
 24
Rate lock commitments (fallout-adjusted)208 208 
Mortgage-backed securities forwards
 4
 
 4
Mortgage-backed securities forwards14 14 
Interest rate swaps and swaptions
 11
 
 11
Interest rate swaps and swaptions59 59 
Total assets at fair value$
 $6,176
 $319
 $6,495
Total assets at fair value$$9,037 $539 $9,576 
Derivative liabilities       Derivative liabilities
Interest rate swap on FHLB advances
 (1) 
 (1)
Mortgage-backed securities forwards
 (6) 
 (6)Mortgage-backed securities forwards(98)$(98)
Interest rate swaps
 (4) 
 (4)
DOJ litigation settlement
 
 (60) (60)
Contingent consideration
 
 (25) (25)
Interest rate swaps and swaptionsInterest rate swaps and swaptions(4)(4)
DOJ LiabilityDOJ Liability(35)(35)
Total liabilities at fair value$
 $(11) $(85) $(96)Total liabilities at fair value$$(102)$(35)$(137)
 
On May 15, 2017, the Company closed on the acquisition of certain assets of Opes Advisors (“Opes”), a California based retail mortgage originator and wealth management service provider. Although the acquired assets of Opes were not significant, the addition of Opes positions us to increase our distributed retail lending channel. Consideration in the acquisition of Opes consisted of upfront cash and contingent cash in the form of an earn-out. The earn-out is based on future target production volumes and profitability of the division which were significant inputs to the preliminary fair value.

119

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



December 31, 2019
  Level 1Level 2Level 3Total Fair Value
(Dollars in millions)
Investment securities available-for-sale
Agency - Commercial$$947 $$947 
Agency - Residential1,015 1,015 
Municipal obligations31 31 
Corporate debt obligations77 77 
Other MBS45 45 
Certificate of deposit
Loans held-for-sale
Residential first mortgage loans5,219 5,219 
Loans held-for-investment
Residential first mortgage loans10 10 
Home equity
Mortgage servicing rights291 291 
Derivative assets
Rate lock commitments (fallout-adjusted)34 34 
Mortgage-backed securities forwards
Interest rate swaps and swaptions26 26 
Total assets at fair value$$7,373 $327 $7,700 
Derivative liabilities
Rate lock commitments (fallout-adjusted)$$$(1)$(1)
Mortgage-backed securities forwards(9)(9)
Interest rate swaps(8)(8)
DOJ Liability(35)(35)
Contingent consideration(10)(10)
Total liabilities at fair value$$(17)$(46)$(63)
 December 31, 2016
  
Level 1 Level 2 Level 3 Total Fair Value
 (Dollars in millions)
Investment securities available-for-sale       
Agency - Commercial$
 $548
 $
 $548
Agency - Residential
 898
 
 898
Municipal obligations
 34
 
 34
Loans held-for-sale       
Residential first mortgage loans
 3,145
 
 3,145
Loans held-for-investment       
Residential first mortgage loans
 7
 
 7
Home equity
 
 65
 65
Mortgage servicing rights
 
 335
 335
Derivative assets       
Rate lock commitments (fallout-adjusted)
 
 24
 24
Futures2
 
 
 2
Mortgage-backed securities forwards
 43
 
 43
Interest rate swaps and swaptions
 35
 
 35
Interest rate swaps on FHLB advances (net)
 19
 
 19
Total assets at fair value$2
 $4,729
 $424
 $5,155
Derivative liabilities       
Rate lock commitments (fallout-adjusted)$
 $
 $(6) $(6)
Mortgage-backed securities forwards
 (11) 
 (11)
Interest rate swaps
 (37) 
 (37)
Warrant liabilities
 (4) 
 (4)
DOJ litigation settlement
 
 (60) (60)
Total liabilities at fair value$
 $(52) $(66) $(118)

There were no transfers between Level 1 and Level 2 during the years ended December 31, 2017 and 2016, and 2015.


    

























120

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Fair Value Measurements Using Significant Unobservable Inputs


The following tables include a roll forward of the Consolidated Statements of Financial Condition amounts (including the change in fair value) for financial instruments classified by us within Level 3 of the valuation hierarchy:

Balance at
Beginning
of Year
Recorded
in Earnings
 Recorded
in OCI
Purchases / OriginationsSalesSettlementTransfers In (Out)Balance at End of Year
Total
Unrealized
Gains/
(Losses)
Total
Realized
Gains/
(Losses)
 Total
Unrealized
Gains/
(Losses)
 (Dollars in millions)
For the Years Ended December 31, 2017          
Assets 
Loans held-for-sale          
Home equity$
$1
$
 $
$
$(52)$(1)$52
$
Loans held-for-investment          
Home equity65
2

 


(8)(55)4
Mortgage servicing rights335
(22)
 
288
(310)

291
Rate lock commitments (net) (1)
18
54

 
267


(315)24
Totals$418
$35
$
 $
$555
$(362)$(9)$(318)$319
Liabilities          
DOJ litigation settlement$(60)$
$
 $
$
$
$
$
$(60)
Contingent consideration
(1)
 
(25)
1

(25)
Totals$(60)$(1)$
 $
$(25)$
$1
$
$(85)
For the Years Ended December 31, 2016          
Assets 
Loans held-for-investment          
Home equity$106
$5
$
 $
$
$
$(46)$
$65
Mortgage servicing rights296
(105)
 
228
(84)

335
Rate lock commitments (net) (1)
26
25

 
325


(358)18
Totals$428
$(75)$
 $
$553
$(84)$(46)$(358)$418
Liabilities          
DOJ litigation settlement$(84)$24
$
 $
$
$
$
$
$(60)
Year Ended December 31, 2015          
Assets          
Investment securities available-for-sale          
Municipal obligation$2
$
$
 $
$
$
$(2)$
$
Loans held-for-investment          
Home equity$185
$(2)$
 $
$
$
$(77)$
$106
Mortgage servicing rights258
(46)
 
260
(176)

296
Other investments100
      (100) 
Rate lock commitments (net) (1)
31
60

 
277


(342)26
Totals$576
$12
$
 $
$537
$(176)$(179)$(342)$428
Liabilities          
Long-term debt$(84)$
$(3) $
$
$52
$35
$
$
DOJ litigation settlement(82)(2)
 




(84)
Totals$(166)$(2)$(3) $
$
$52
$35
$
$(84)
(1)Rate lock commitments are reported on a fallout adjusted basis. Transfers out of Level 3 represent the settlement value of the commitments that are transferred to LHFS, which are classified as Level 2 assets.

Balance at
Beginning
of Year
Total Gains /
(Losses) Recorded in Earnings (1)
Purchases / OriginationsSalesSettlementTransfers In (Out)Balance at End of Year
 (Dollars in millions)
Year Ended December 31, 2020
Assets
Loans held-for-investment
Home equity$$$$$$$
Mortgage servicing rights (1)291 (159)268 (71)329 
Rate lock commitments (net) (1)(2)34 358 1,005 (1,189)208 
Totals$327 $199 $1,273 $(71)$$(1,189)$539 
Liabilities
DOJ Liability$(35)$$$$$$(35)
Contingent consideration(10)(17)27 
Totals$(45)$(17)$$$27 $$(35)
Year Ended December 31, 2019      
Assets
Loans held-for-investment
Home equity$$$$$$$
Mortgage servicing rights (1)290 (165)223 (57)291 
Rate lock commitments (net) (1)(2)20 86 326 (398)34 
Totals$312 $(79)$549 $(57)$$(398)$327 
Liabilities
DOJ Liability$(60)$25 $$$$$(35)
Contingent consideration(6)(7)(10)
Totals$(66)$18 $$$$$(45)
Year Ended December 31, 2018
Assets
Loans held-for-investment
Home equity$$$$$(2)$$
Mortgage servicing rights (1)291 (18)356 (339)290 
Rate lock commitments (net) (1)(2)24 (34)235 (205)20 
Totals$319 $(52)$591 $(339)$(2)$(205)$312 
Liabilities
DOJ Liability$(60)$$$$$$(60)
Contingent consideration(25)13 (6)
Totals$(85)$13 $$$$$(66)
(1)We utilized swaptions, futures, forward agency and loan sales and interest rate swaps to manage the risk associated with mortgage servicing rights and rate lock commitments. Gains and losses for individual lines in the tables do not reflect the effect of our risk management activities related to such Level 3 instruments.
(2)Rate lock commitments are reported on a fallout-adjusted basis. Transfers out of Level 3 represent the settlement value of the commitments that are transferred to LHFS, which are classified as Level 2 assets.


    
121

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



The following tables present the quantitative information about recurring Level 3 fair value financial instruments and the fair value measurements as of:
 Fair Value Valuation Technique Unobservable Input Range (Weighted Average)
 (Dollars in millions)
December 31, 2017 
Assets 
Loans held-for-investment       
Home equity$4
 Discounted cash flows Discount rate
Constant prepayment rate
Constant default rate
 7.2% - 10.8% (9.0%)
5.1% - 7.7% (6.4%)
3.0% - 4.5% (3.6%)
Mortgage servicing rights$291
 Discounted cash flows Option adjusted spread
Constant prepayment rate
Weighted average cost to service per loan
 5.0% - 7.5% (6.3%)
8.0% - 11.8% (9.9%)
$58 - $87 ($73)
Rate lock commitments (net)$24
 Consensus pricing Origination pull-through rate 64.7% - 97.1% (82.0%)
Liabilities       
DOJ litigation settlement$(60) Discounted cash flows Discount rate
Asset growth rate
 7.8% - 11.7% (9.7%)
5.6% - 17.4% (6.3%)
Contingent consideration$(25) Discounted cash flows Beta
Equity volatility
 0.6 - 1.6 (1.1)
26.6% - 58.9% (40.0%)

Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)
(Dollars in millions)
December 31, 20162020
Assets
Loans held-for-investment
Home equity$65
Discounted cash flowsDiscount rate

Constant prepayment rate

Constant default rate
7.2% -10.8% (9.0%)
12.6% - 18.9% (15.8%)
1.5%-2.3% (1.9%)
6.0% - 12.2% (9.3%)
16.3% - 24.4% (20.3%)
2.7% - 4.1% (3.7%)
Mortgage servicing rights$335329 
Discounted cash flowsOption adjusted spread

Constant prepayment rate

Weighted average cost to service per loan
3.4% - 21.2% (8.0%)
0% - 13.3% (10.5%)
$67 - $95 ($81)
6.2% - 9.3% (7.8%)
13.9% - 19.2% (16.7%)
$55 - $82 ($68)
Rate lock commitments (net)$18208 
Consensus pricingOriginationClosing pull-through rate75.7% - 87.2% (77.5%)66.9% - 100.0% (83.6%)
Liabilities
DOJ litigation settlementLiability$(60(35))Discounted cash flowsSee description belowDiscount rate
Asset growth rateSee description below
6.6% - 9.8% (8.2%)
4.2% - 11.6% (7.9%)

Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)
(Dollars in millions)
December 31, 2019
Assets
Loans held-for-investment
Home equity$Discounted cash flowsDiscount rate
Constant prepayment rate
Constant default rate
7.2% -10.8% (9.0%)
13.0% - 19.5% (16.2%)
2.7%-4.0% (3.3%)
(1)
Mortgage servicing rights$291 Discounted cash flowsOption adjusted spread
Constant prepayment rate
Weighted average cost to service per loan
2.4% - 20.4% (5.3%)
0% - 12.3% (10.6%)
$67 - $95 ($84)
(1)
Rate lock commitments (net)$34 Consensus pricingOrigination pull-through rate80.0% - 87.2% (81.5%)(1)
Liabilities
DOJ Liability$(35)Discounted cash flowsSee description belowSee description below
Contingent consideration$(10)Discounted cash flowsSee description belowSee description below(2)
(1)Unobservable inputs were weighted by their relative fair value of the instruments.
(2)Unobservable inputs were not weighted as only one instrument exists.

Recurring Significant Unobservable Inputs


Home equity. The most significant unobservable inputs used in the fair value measurement of the home equity loans are discount rates, constant prepayment rates and default rates. The constant prepayment and default rates are based on a 12 month historical average. Significant increases (decreases) in the discount rate in isolation would result in a significantly lower (higher) fair value measurement. Increases (decreases) in prepay rates in isolation result in a higher (lower) fair value and increases (decreases) in default rates in isolation result in a lower (higher) fair value. HELOC loans formerly included in the FSTAR 2005-1 and FSTAR 2006-1 securitization trusts, also classified as home equity loans, were valued utilizing a loan-level discounted cash flow model which projects expected cash flows given three potential outcomes: (1) paid-in-full at scheduled maturity, (2) default at scheduled maturity (foreclosure), and (3) modification at scheduled maturity into an amortizing HELOC. Loans are placed into the potential outcome buckets based on their underlying current delinquency, FICO scores and property CLTV all of which are unobservable inputs. These loans were sold in the second quarter of 2017.


MSRs. The significant unobservable inputs used in the fair value measurement of the MSRs are option adjusted spreads, prepayment rates and cost to service. Significant increases (decreases) in all three assumptions in isolation would result in a significantly lower (higher) fair value measurement. Weighted average life (in years) is used to determine the change in fair value of MSRs. For December 31, 20172020 and December 31, 20162019, the weighted average life (in years) for the entire MSRsMSR portfolio was 6.04.2 and 6.6,4.1, respectively.
DOJ litigation settlement.Liability. The significant unobservable inputs used in the fair value measurement of the DOJ litigation settlementLiability are the discount rate, and asset growth rate, in additionreturn on assets, dividend rate and potential ways we might be required to thosebegin making DOJ Liability payments and our estimates of the likelihood of these outcomes, as further discussed in Note 2119 - Legal Proceedings, Contingencies and Commitments. Significant increases (decreases)The DOJ Liability had a fair value adjustment of $25 million for the year ended December 31, 2019. This reduced the liability to $35 million based on changes in the discount rate or asset growth rate in isolation would result inprobability of potential ways we might be required to begin making DOJ Liability payments and our estimates of the likelihood of these outcomes. Our assessment of these outcomes reflect a
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


marginally lower (higher) fair value measurement. For further information on the fair value inputs related to the DOJ litigation settlement, see Note 21 - Legal Proceedings, Contingencies reduced likelihood, and Commitments.longer timing, for potential future payments.
    
Rate lock commitments. The significant unobservable input used in the fair value measurement of the rate lock commitments is the pull through rate. The pull through rate is a statistical analysis of our actual rate lock fallout history to
122

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

determine the sensitivity of the residential mortgage loan pipeline compared to interest rate changes and other deterministic values. New market prices are applied based on updated loan characteristics and new fallout ratios (i.e., the inverse of the pull through rate) are applied accordingly. Significant increases (decreases) in the pull through rate in isolation would result in a significantly higher (lower) fair value measurement.


Contingent consideration. The significant unobservable input used in the fair value of the contingent consideration is future forecasted target production volumes and profitability of the division. An increase or decrease to these inputs results in an increase or decrease of the liability. Other unobservable inputs include Beta and volatility which drive the risk adjusted discount rate utilized in a Monte Carlo simulation. An increase or decrease in these inputs results in a decrease or increase to the liability.

Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis


We also have assets that under certain conditions are subject to measurement at fair value on a nonrecurring basis.basis under certain conditions.


The following table presents assets measured at fair value on a nonrecurring basis:
Total (1)Level 2Level 3Gains/(Losses)
 (Dollars in millions)
December 31, 2020
Residential first mortgage loans$30 $30 $$(1)
Commercial loans57 57 
Impaired loans held-for-investment (2)
Residential first mortgage loans24 24 (3)
Repossessed assets (3)(3)
Totals$119 $30 $89 $(7)
December 31, 2019
Loans held-for-sale (2)$$$$(1)
Impaired loans held-for-investment (2)
Residential first mortgage loans14 14 (5)
Repossessed assets (3)10 10 (3)
Totals$30 $$24 $(9)
 
Total (1)
 Level 2 Level 3 Gains/(Losses)
 (Dollars in millions)
December 31, 2017   
Loans held-for-sale (2)
$6
 $6
 $
 $(1)
Impaired loans held-for-investment (2)
       
Residential first mortgage loans21
 
 21
 (10)
Repossessed assets (3)
8
 
 8
 
Totals$35
 $6
 $29
 $(11)
December 31, 2016

   

  
Loans held-for-sale (2)
$9
 $9
 $
 $(2)
Impaired loans held-for-investment (2)
       
Residential first mortgage loans25
 
 25
 (28)
Repossessed assets (3)
14
 
 14
 (2)
Totals$48
 $9
 $39
 $(32)
(1)The fair values are determined at various dates dependent upon when certain conditions were met requiring fair value measurement.
(1)The fair values are determined at various dates during the years ended December 31, 2017 and 2016, respectively.
(2)Gains/(losses) reflect fair value adjustments on assets for which we did not elect the fair value option.
(3)Gains/(losses) reflect write downs of repossessed assets based on the estimated fair value of the specific assets.
(2)Gains/(losses) reflect fair value adjustments on assets for which we did not elect the fair value option.
(3)Gains/(losses) reflect write downs of repossessed assets based on the estimated fair value of the specific assets.
 
The following tables presenttable presents the quantitative information about nonrecurring Level 3 fair value financial instruments and the fair value measurements:
Fair ValueValuation TechniqueUnobservable InputRange (Weighted Average)
Fair Value Valuation Technique Unobservable Input Range (Weighted Average)(Dollars in millions)
(Dollars in millions)
December 31, 2017
 
Impaired loans held-for-investment  
Loans held-for-investment$21
 Fair value of collateral Loss severity discount 25% - 30% (27.9%)
Repossessed assets$8
 Fair value of collateral Loss severity discount 0% - 100% (70.9%)
December 31, 2016  
December 31, 2020December 31, 2020
Commercial loansCommercial loans$57 Fair value of collateralMarket priceN/A(2)
Impaired loans held-for-investment  Impaired loans held-for-investment
Residential first mortgage loans$25
 Fair value of collateral Loss severity discount 22% - 40% (29.5%)Residential first mortgage loans$24 Fair value of collateralLoss severity discount0% - 100% (12.8%)(1)
Repossessed assets$14
 Fair value of collateral Loss severity discount 22% - 100% (69.5%)Repossessed assets$Fair value of collateralLoss severity discount0% - 96.3% (24.5%)(1)
December 31, 2019December 31, 2019
Impaired loans held-for-investmentImpaired loans held-for-investment
Residential first mortgage loansResidential first mortgage loans$14 Fair value of collateralLoss severity discount25% - 30% (25.9%)(1)
Repossessed assetsRepossessed assets$10 Fair value of collateralLoss severity discount0% - 100% (17.1%)(1)

(1)Unobservable inputs were weighted by their relative fair value of the instruments.
(2)Fair value has been determined based on an unobservable market price.

Nonrecurring Significant Unobservable Inputs


The significant unobservable inputs used in the fair value measurement of the impaired loans and repossessed assets are appraisals or other third-party price evaluations which incorporate measures such as recent sales prices for comparable properties.


123

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Fair Value of Financial Instruments


The following table presents the carrying amount and estimated fair value of financial instruments that are carried either at fair value, cost or amortized cost:
 December 31, 2020
 Estimated Fair Value
Carrying ValueTotalLevel 1Level 2Level 3
 (Dollars in millions)
Assets
Cash and cash equivalents$623 $623 $623 $$
Investment securities available-for-sale1,944 1,944 1,944 
Investment securities held-to-maturity377 393 393 
Loans held-for-sale7,098 7,098 7,098 
Loans held-for-investment16,227 16,188 11 16,177 
Loans with government guarantees2,516 2,498 2,498 
Mortgage servicing rights329 329 329 
Federal Home Loan Bank stock377 377 377 
Bank owned life insurance356 358 358 
Repossessed assets
Other assets, foreclosure claims17 17 17 
Derivative financial instruments281 281 73 208 
Liabilities
Retail deposits
Demand deposits and savings accounts$(8,616)$(7,864)$$(7,864)$
Certificates of deposit(1,355)(1,365)(1,365)
Wholesale deposits(1,031)(1,047)(1,047)
Government deposits(1,765)(1,706)(1,706)
Custodial deposits(7,206)(7,133)(7,133)
Federal Home Loan Bank advances(5,100)(5,124)(5,124)
Long-term debt(641)(596)(596)
DOJ litigation settlement(35)(35)(35)
Derivative financial instruments(102)(102)(102)
124
 December 31, 2017
   Estimated Fair Value
 Carrying Value Total Level 1 Level 2 Level 3
 (Dollars in millions)
Assets         
Cash and cash equivalents$204
 $204
 $204
 $
 $
Investment securities available-for-sale1,853
 1,853
 
 1,853
 
Investment securities held-to-maturity939
 924
 
 924
 
Loans held-for-sale4,321
 4,322
 
 4,322
 
Loans held-for-investment7,713
 7,667
 
 8
 7,659
Loans with government guarantees271
 261
 
 261
 
Mortgage servicing rights291
 291
 
 
 291
Federal Home Loan Bank stock303
 303
 
 303
 
Bank owned life insurance330
 330
 
 330
 
Repossessed assets8
 8
 
 
 8
Other assets, foreclosure claims84
 84
 
 84
 
Derivative financial instruments, assets39
 39
 
 15
 24
Liabilities  
      
Retail deposits  
      
Demand deposits and savings accounts$(4,965) $(4,557) $
 $(4,557) $
Certificates of deposit(1,493) (1,498) 
 (1,498) 
Wholesale deposits(45) (43) 
 (43) 
Government deposits(1,073) (1,048) 
 (1,048) 
Company controlled deposits(1,358) (1,311) 
 (1,311) 
Federal Home Loan Bank advances(5,665) (5,662) 
 (5,662) 
Long-term debt(494) (417) 
 (417) 
DOJ litigation settlement(60) (60) 
 
 (60)
Contingent consideration(25) (25) 
 
 (25)
Derivative financial instruments, liabilities(11) (11) 
 (11) 

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



 December 31, 2019
 Estimated Fair Value
Carrying ValueTotalLevel 1Level 2Level 3
 (Dollars in millions)
Assets
Cash and cash equivalents$426 $426 $426 $$
Investment securities available-for-sale2,116 2,116 2,116 
Investment securities held-to-maturity598 599 599 
Loans held-for-sale5,258 5,258 5,258 
Loans held-for-investment12,129 12,031 10 12,021 
Loans with government guarantees736 707 707 
Mortgage servicing rights291 291 291 
Federal Home Loan Bank stock303 303 303 
Bank owned life insurance349 349 349 
Repossessed assets10 10 10 
Other assets, foreclosure claims45 45 45 
Derivative financial instruments, assets62 88 54 34 
Liabilities
Retail deposits
Demand deposits and savings accounts$(6,811)$(6,050)$$(6,050)$
Certificates of deposit(2,353)(2,368)(2,368)
Wholesale deposits(633)(640)(640)
Government deposits(1,213)(1,156)(1,156)
Custodial deposits(4,136)(4,066)(4,066)
Federal Home Loan Bank advances(4,815)(4,816)(4,816)
Long-term debt(496)(462)(462)
DOJ Liability(35)(35)(35)
Contingent consideration(10)(10)(10)
Derivative financial instruments, liabilities(18)(44)(43)(1)

 December 31, 2016
   Estimated Fair Value
 Carrying Value Total Level 1 Level 2 Level 3
 (Dollars in millions)
Assets         
Cash and cash equivalents$158
 $158
 $158
 $
 $
Investment securities available-for-sale1,480
 1,480
 
 1,480
 
Investment securities held-to-maturity1,093
 1,084
 
 1,084
 
Loans held-for-sale3,177
 3,178
 
 3,178
 
Loans held-for-investment6,065
 5,998
 
 7
 5,991
Loans with government guarantees365
 354
 
 354
 
Mortgage servicing rights335
 335
 
 
 335
Federal Home Loan Bank stock180
 180
 
 180
 
Bank owned life insurance271
 271
 
 271
 
Repossessed assets14
 14
 
 
 14
Other assets, foreclosure claims135
 135
 
 135
 
Derivative financial instruments, assets123
 123
 45
 54
 24
Liabilities         
Retail deposits         
Demand deposits and savings accounts$(5,268) $(4,956) $
 $(4,956) $
Certificates of deposit(1,056) (1,062) 
 (1,062) 
Government deposits(1,030) (1,011) 
 (1,011) 
Company controlled deposits(1,446) (1,371) 
 (1,371) 
Federal Home Loan Bank advances(2,980) (2,964) 
 (2,964) 
Long-term debt(493) (277) 
 (277) 
Warrant liabilities(4) (4) 
 (4) 
DOJ litigation settlement(60) (60) 
 
 (60)
Derivative financial instruments, liabilities(54) (54) (11) (37) (6)

The methods and assumptions used by us in estimating fair value of financial instruments which are required for disclosure only, are as follows:

Cash and cash equivalents. Due to their short-term nature, the carrying amount of cash and cash equivalents approximates fair value.
Investment securities held-to-maturity. Fair values are generated using market inputs, where possible, including quoted prices (the closing price in an exchange market), bid prices (the price at which a buyer stands ready to purchase), and other market information.

Loans held-for-investment. The fair value is estimated using internally developed discounted cash flow models using market interest rate inputs as well as management’s best estimate of spreads for similar collateral.

Loans with government guarantees. The fair value is estimated by using internally developed discounted cash flow models using market interest rate inputs as well as management’s best estimate of spreads for similar collateral.

Federal Home Loan Bank stock. No secondary market exists for FHLB stock. The stock is bought and sold at par by the FHLB. Management believes that the recorded value equals the fair value.

Bank owned life insurance. The fair value of bank owned life insurance policies is based on the cash surrender values of the policies as reported by the insurance companies.

Other assets, foreclosure claims. The fair value of foreclosure claims with government guarantees approximates the carrying amount.

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Deposit accounts. The fair value of deposits with no defined maturity is estimated based on a discounted cash flow model that incorporates current market rates for similar products and expected attrition. The fair value of fixed-maturity certificates of deposit is estimated using the rates currently offered for certificates of deposit with similar remaining maturities.
Federal Home Loan Bank advances. Rates currently available for debt with similar terms and remaining maturities are used to estimate the fair value of the existing debt.

Long-term debt. The fair value of the long-term debt is estimated based on a discounted cash flow model that incorporates current borrowing rates for similar types of borrowing arrangements.

Fair Value Option


We elected the fair value option for certain items as discussed throughout the Notes to the Consolidated Financial Statements to mitigate a divergence betweenmore closely align the accounting losses andmethod with the underlying economic exposure. Interest income on LHFS is accrued on the principal outstanding primarily using the "simple-interest" method.


The following table reflects the change in fair value included in earnings of financial instruments for which the fair value option has been elected:
For the Years Ended December 31,
 202020192018
(Dollars in millions)
Assets
Loans held-for-sale
Net gain on loan sales$1,204 $348 $(29)
Loans held-for-investment
Other noninterest income
Liabilities
DOJ Liability
Other noninterest income25 





125
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Assets
    
Loans held-for-sale     
Net gain on loan sales$283
 $269
 $321
Loans held-for-investment     
Other noninterest income1
 1
 40
Liabilities     
Long-term debt     
Other noninterest income$
 $
 $29
Litigation settlement     
Other noninterest income
 24
 
Other noninterest (expense)
 
 (2)


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



The following table reflects the difference between the aggregate fair value and aggregate remaining contractual principal balance outstanding for assets and liabilities for which the fair value option has been elected:
December 31, 2017 December 31, 2016 December 31, 2020December 31, 2019
Unpaid Principal Balance Fair Value Fair Value Over / (Under) Unpaid Principal Balance Unpaid Principal Balance Fair Value Fair Value Over / (Under) Unpaid Principal Balance Unpaid Principal BalanceFair ValueFair Value Over / (Under) Unpaid Principal BalanceUnpaid Principal BalanceFair ValueFair Value Over / (Under) Unpaid Principal Balance
(Dollars in millions)(Dollars in millions)
Assets           Assets
Nonaccrual loans           Nonaccrual loans
Loans held-for-sale$6
 $5
 $(1) $2
 $2
 $
Loans held-for-sale$$$(2)$$$
Loans held-for-investment5
 4
 (1) 19
 13
 (6)Loans held-for-investment(1)(1)
Total nonaccrual loans$11
 $9
 $(2) $21
 $15
 $(6)Total nonaccrual loans18 15 (3)(1)
Other performing loans           Other performing loans
Loans held-for-sale$4,167
 $4,295
 $128
 $3,103
 $3,143
 $40
Loans held-for-sale6,704 7,002 298 5,057 5,216 159 
Loans held-for-investment10
 8
 (2) 72
 59
 (13)Loans held-for-investment(1)
Total other performing loans$4,177
 $4,303
 $126
 $3,175
 $3,202
 $27
Total other performing loans6,709 7,006 297 5,065 5,224 159 
Total loans           Total loans
Loans held-for-sale$4,173
 $4,300
 $127
 $3,105
 $3,145
 $40
Loans held-for-sale6,713 7,009 296 5,060 5,219 159 
Loans held-for-investment15
 12
 (3) 91
 72
 (19)Loans held-for-investment14 12 (2)13 12 (1)
Total loans$4,188
 $4,312
 $124
 $3,196
 $3,217
 $21
Total loans$6,727 $7,021 $294 $5,073 $5,231 $158 
Liabilities           Liabilities
Litigation settlement (1)
$(118) $(60) $58
 $(118) $(60) $58
DOJ Liability (1)DOJ Liability (1)$(118)$(35)$83 $(118)$(35)$83 
(1)
(1) We are obligated to pay $118 million in installment payments upon meeting certain performance conditions, as described in Note 19 - Legal Proceedings, Contingencies and Commitments.

Note 21 - Legal Proceedings, Contingencies and Commitments.

Note 23 — Segment Information


Our operations are conducted through three3 operating segments: Community Banking, Mortgage Originations and
Mortgage Servicing. The Other segment includes the remaining reported activities. Operating segments are defined as components of an enterprise that engage in business activity from which revenues are earned and expenses are incurred for which discrete financial information is available that is evaluated regularly by executive management in deciding how to allocate resources and in assessing performance. The operating segments have been determined based on the products and services offered and reflect the manner in which financial information is currently evaluated by management.Management. Each segment operates under the same banking charter, but is reported on a segmented basis for this report. Each of the operating segments is complementary to each other and because of the interrelationships of the segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.


EffectiveAs a result of Management's evaluation of our segments, effective January 1, 2017, activity related to Loans with Government Guarantees, was moved from2020, certain departments have been re-aligned between the Community Banking and Mortgage Servicing segment toOriginations segments. Specifically, a majority of the residential mortgage HFI portfolio is now part of the Mortgage Originations segment. In addition, we beganThe income and expenses relating to allocate the tax provision at a segment level whereas previously, the tax provision wasthese changes are reflected in the Other segment. To allocate the tax provision, the statutory federal tax rate is used for Community Banking, Mortgage Originations,our financial statements and Mortgage Servicing segments with the difference between the statutory rate and the effective tax rate held in the Other segment. Priorall prior period segment financial information related to both changes, has been recast to conform to the current presentation.


The Community Banking segment originates loans, provides deposits and fee based services to consumer, business, and mortgage lending customers through its Branch Banking, Business Banking and Commercial Banking, Government Banking and Warehouse Lending and LHFI Portfolio groups.Lending. Products offered through these groups include checking accounts, savings accounts, money market accounts, certificates of deposit, consumer loans, commercial loans, commercial real estate loans, equipment finance and leasing, home builder finance loans and warehouse lines of credit. Other financial services available include consumer and corporate card services, customized treasury management solutions, merchant services and capital markets services such as loan syndications. In addition, wealth managementsyndications, and investment and insurance products and services are provided through Opes as ofservices. The interest income on LHFI is recognized in the acquisition date of May 15, 2017.Community Banking segment, excluding residential first mortgages and newly originated home equity products within the Mortgage Originations segment.


The Mortgage Originations segment originates acquires and sellsacquires one-to-four family residential mortgage loans. The origination and acquisition of mortgage loans comprisesto sell or hold on our balance sheet. Loans originated-to-sell comprise the majority of the lending activity. MortgageThese loans are originated through home loan centers, nationalmortgage branches, call centers, the Internet and unaffiliated banks and mortgage banking and brokeragethird-party counterparties. The Mortgage Originations segment
126

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



companies, where the netrecognizes interest income on loans that are held for sale and the gains from sales associated with these loans, are recognized inalong with the Mortgage Originations segment.interest income on residential mortgages and newly originated home equity products within LHFI.


The Mortgage Servicing segment services and subservices mortgage and other consumer loans for others on a fee for service basis and may also collect ancillary fees and earn income through the use of noninterest-bearing escrows. Revenue for those serviced and subserviced loans is earned on a contractual fee basis, with the fees varying based on our responsibilities and the status of the underlying loans. The Mortgage Servicing segment provides servicing of residential mortgagesalso services loans for our LHFI portfolio and our own LHFILHFS portfolio in the Community BankingMortgage Originations segment, for which it earns revenue via an intersegmentintercompany service fee allocation.


The Other segment includes the treasury functions, funding revenue associated with stockholders' equity,which include the impact of interest rate risk management, the impact of balance sheet funding activities and the administration of the investment securities portfolios, as well as miscellaneous other expenses of a corporate nature. Treasury functions include administering the investment securities portfolios, balance sheet funding, and interest rate risk management. In addition, the Other segment includes revenue and expenses related to treasury and corporate assets and liabilities and equity not directly assigned or allocated to the Community Banking, Mortgage Originations or Mortgage Servicing operating segments.

Revenues are comprised of net interest income (before the provision (benefit) for loancredit losses) and noninterest income. Noninterest expenses and a majority of provision (benefit) for income taxes, are fully allocated to each operating segment. Provision for credit losses is allocated to segments based on net charge-offs and changes in outstanding balances. In contrast, the level of the consolidated provision for credit losses is determined based on an allowance model using the methodologies described in Item 2 – MD&A. The net effect of the credit provision is recorded in the Other segment. Allocation methodologies may be subject to periodic adjustment as the internal management accounting system is revised and the business or product lines within the segments change.


127

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



The following tables present financial information by business segment for the periods indicated:
 Year Ended December 31, 2020
 Community BankingMortgage OriginationsMortgage ServicingOther (1)Total
(Dollars in millions)
Summary of Operations
Net interest income$570 $191 $18 $(94)$685 
Provision (benefit) for credit losses(11)157 149 
Net interest income after provision (benefit) for credit losses567 202 18 (251)536 
Net gain on loan sales969 971 
Loan fees and charges98 66 165 
Net return on mortgage servicing rights10 10 
Loan administration (expense) income(3)(35)151 (29)84 
Other noninterest income61 26 95 
Total noninterest income61 1,050 217 (3)1,325 
Compensation and benefits108 161 46 151 466 
Commissions230 232 
Loan processing expense55 36 98 
Other noninterest expense271 136 79 (125)361 
Total noninterest expense386 582 161 28 1,157 
Income before indirect overhead allocations and income taxes242 670 74 (282)704 
Indirect overhead allocation (expense) income(40)(60)(19)119 
Provision (benefit) for income taxes42 128 12 (16)166 
Net income (loss)$160 $482 $43 $(147)$538 
Intersegment (expense) revenue$(96)$(48)$39 $105 $— 
Average balances
Loans held-for-sale$$5,541 $$$5,542 
Loans with government guarantees$$1,571 $$$1,571 
Loans held-for-investment (2)$11,376 $2,591 $$30 $13,997 
Total assets$11,760 $10,735 $85 $4,328 $26,908 
Deposits$10,996 $$6,712 $836 $18,544 
 Year Ended December 31, 2017
 Community Banking Mortgage Originations Mortgage Servicing Other Total
 (Dollars in millions)
Summary of Operations
Net interest income$238
 $129
 $22
 $1
 $390
Net gain (loss) on loan sales(10) 278
 
 
 268
Representation and warranty benefit
 13
 
 
 13
Other noninterest income33
 79
 55
 22
 189
Total net interest income and noninterest income261
 499
 77
 23
 860
Benefit (provision) for loan losses(4) (4) 
 2
 (6)
Depreciation and amortization expense(9) (8) (4) (19) (40)
Other noninterest expense(188) (318) (96) (1) (603)
Total noninterest expense(197) (326) (100) (20) (643)
Income (loss) before income taxes60
 169
 (23) 5
 211
Provision (benefit) for income taxes21
 59
 (8) 76
 148
Net income (loss)$39
 $110
 $(15) $(71) $63
Intersegment revenue$(6) $4
 $19
 $(17) $
          
Average balances         
Loans held-for-sale$16
 $4,130
 $
 $
 $4,146
Loans with government guarantees
 290
 
 
 290
Loans held-for-investment6,460
 7
 
 29
 6,496
Total assets6,544
 5,414
 36
 3,852
 15,846
Deposits7,454
 
 1,453
 
 8,907
(1)Includes offsetting adjustments made to reclassify income and expenses relating to operating leases and custodial deposits for subservicing clients.
(2)    Includes adjustment made to reclassify operating lease assets to loans held-for-investment.
128
 Year Ended December 31, 2016
 Community Banking Mortgage Originations Mortgage Servicing Other Total
 (Dollars in millions)
Summary of Operations
Net interest income$206
 $90
 $25
 $2
 $323
Net gain (loss) on loan sales6
 310
 
 
 316
Representation and warranty benefit
 19
 
 
 19
Other noninterest income28
 24
 56
 44
 152
Total net interest income and noninterest income240
 443
 81
 46
 810
Benefit (provision) for loan losses10
 (2) 
 
 8
Depreciation and amortization expense(7) (5) (4) (16) (32)
Other noninterest expense(173) (253) (97) (5) (528)
Total noninterest expense(180) (258) (101) (21) (560)
Income (loss) before income taxes70
 183
 (20) 25
 258
Provision (benefit) for income taxes24
 64
 (7) 6
 87
Net income (loss)$46
 $119
 $(13) $19
 $171
Intersegment revenue$(3) $(1) $23
 $(19) $
          
Average balances         
Loans held-for-sale$66
 $3,068
 $
 $
 $3,134
Loans with government guarantees
 435
 
 
 435
Loans held-for-investment5,807
 6
 
 
 5,813
Total assets5,906
 4,435
 28
 3,538
 13,907
Deposits7,151
 
 1,611
 
 8,762

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



 Year Ended December 31, 2019
 Community BankingMortgage OriginationsMortgage ServicingOther (1)Total
(Dollars in millions)
Summary of Operations
Net interest income$410 $145 $16 $(9)$562 
Provision (benefit) for credit losses20 (4)18 
Net interest income after provision (benefit) for credit losses390 143 16 (5)544 
Net (loss) gain on loan sales(14)349 335 
Loan fees and charges67 32 100 
Net return on mortgage servicing rights
Loan administration (expense) income(3)(24)124 (67)30 
Other noninterest income62 12 65 139 
Total noninterest income46 410 156 (2)610 
Compensation and benefits103 111 28 135 377 
Commissions109 111 
Loan processing expense36 36 80 
Other noninterest expense165 90 59 320 
Total noninterest expense276 346 123 143 888 
Income before indirect overhead allocations and income taxes160 207 49 (150)266 
Indirect overhead allocation(41)(42)(18)101 
Provision (benefit) for income taxes24 35 (17)48 
Net income (loss)$95 $130 $25 $(32)$218 
Intersegment (expense) revenue$(3)$13 $26 $(36)$— 
Average balances
Loans held-for-sale$$3,952 $$$3,952 
Loans with government guarantees$$553 $$$553 
Loans held-for-investment (2)$7,876 $3,027 $$29 $10,932 
Total assets$8,319 $8,467 $47 $3,841 $20,674 
Deposits$10,301 $$3,851 $556 $14,708 
(1)Includes offsetting adjustments made to reclassify income and expenses relating to operating leases and custodial deposits for subservicing clients.
(2)    Includes adjustment made to reclassify operating lease assets to loans held-for-investment.
129
 Year Ended December 31, 2015
 Community Banking Mortgage Originations Mortgage Servicing Other Total
 (Dollars in millions)
Summary of Operations
Net interest income$171
 $80
 $5
 $31
 $287
Net gain (loss) on loan sales(15) 303
 
 
 288
Representation and warranty benefit
 19
 
 
 19
Other noninterest income25
 74
 60
 4
 163
Total net interest income and noninterest income181
 476
 65
 35
 757
Benefit for loan losses19
 
 
 
 19
Depreciation and amortization expense(6) (3) (3) (12) (24)
Other noninterest expense(154) (244) (105) (9) (512)
Total noninterest expense(160) (247) (108) (21) (536)
Income (loss) before income taxes40
 229
 (43) 14
 240
Provision (benefit) for income taxes14
 80
 (15) 3
 82
Net income (loss)$26
 $149
 $(28) $11
 $158
Intersegment revenue$(15) $7
 $20
 $(12) $
          
Average balances         
Loans held-for-sale$40
 $2,148
 $
 $
 $2,188
Loans with government guarantees
 633
 
 
 633
Loans held-for-investment4,986
 4
 
 86
 5,076
Total assets4,972
 3,553
 52
 3,379
 11,956
Deposits6,674
 
 1,203
 
 7,877


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



 Year Ended December 31, 2018
 Community BankingMortgage OriginationsMortgage ServicingOther (1)Total
(Dollars in millions)
Summary of Operations
Net interest income$272 $170 $$48 $497 
Provision (benefit) for credit losses(12)(8)
Net interest income after provision for credit losses270 168 60 505 
Net (loss) gain on loan sales(1)201 200 
Loan fees and charges62 25 87 
Net return on mortgage servicing rights36 36 
Loan administration (expense) income(2)(15)69 (29)23 
Other noninterest income45 15 33 93 
Total noninterest income42 299 94 439 
Compensation and benefits70 105 19 124 318 
Commissions78 80 
Loan processing expense26 26 59 
Other noninterest expense101 66 44 44 255 
Total noninterest expense177 275 89 171 712 
Income before indirect overhead allocations and income taxes135 192 12 (107)232 
Indirect overhead allocation(39)(68)(20)127 
Provision (benefit) for income taxes20 27 (2)45 
Net income (loss)$76 $97 $(6)$20 $187 
Intersegment revenue (expense)$10 $$19 $(30)$— 
Average balances
Loans held-for-sale$$4,196 $$$4,196 
Loans with government guarantees$$303 $$$303 
Loans held-for-investment (2)$5,576 $2,814 $$29 $8,419 
Total assets$5,760 $8,253 $34 $3,933 $17,980 
Deposits$8,580 $$1,883 $312 $10,775 
(1)Includes offsetting adjustments made to reclassify income and expenses relating to operating leases and custodial deposits for subservicing clients.
(2)    Includes adjustment made to reclassify operating lease assets to loans held-for-investment.
130

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements


Note 24 —22 - Holding Company Only Financial Statements


The following are the unconsolidated financial statements for the Holding Company on a stand-alone basis. These condensed financial statements should be read in conjunction with the Consolidated Financial Statements and Notes thereto. The Holding Company's principal sources of funds are cash dividends paid by the Bank to the Holding Company. Federal laws and regulations limit the amount of dividends or other capital distributions the Bank may pay the Holding Company.



Flagstar Bancorp, Inc.
Condensed Unconsolidated Statements of Financial Condition
(Dollars in millions)
 December 31,
 2017 2016
 (Dollars in millions)
Assets   
Cash and cash equivalents$196
 $70
Investment in subsidiaries (1)
1,676
 1,728
Other assets44
 57
Total assets$1,916
 $1,855
Liabilities and Stockholders’ Equity   
Liabilities   
Long term debt$494
 $493
Other liabilities23
 26
Total liabilities517
 519
Stockholders’ Equity   
Common stock1
 1
Additional paid in capital1,512
 1,503
Accumulated other comprehensive income(17) (7)
Accumulated deficit(97) (161)
Total stockholders’ equity1,399
 1,336
Total liabilities and stockholders’ equity$1,916
 $1,855
(1)Includes unconsolidated trusts of $7 million for December 31, 2017 and 2016.

 December 31,
 20202019
(Dollars in millions)
Assets
Cash and cash equivalents$304 $233 
Investment in subsidiaries (1)2,551 2,031 
Other assets17 47 
Total assets$2,872 $2,311 
Liabilities and Stockholders’ Equity
Liabilities
Long-term debt$641 $496 
Other liabilities30 27 
Total liabilities671 523 
Stockholders’ Equity
Common stock
Additional paid in capital1,346 1,483 
Accumulated other comprehensive income47 
Retained earnings807 303 
Total stockholders’ equity2,201 1,788 
Total liabilities and stockholders’ equity$2,872 $2,311 
Flagstar Bancorp, Inc.(1)Includes unconsolidated trusts of $7 million for December 31, 2020 and 2019.
Condensed Unconsolidated Statements of Operations
(Dollars in millions)





















131
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Expenses     
Interest$25
 $16
 $7
General and administrative9
 9
 13
Total34
 25
 20
Loss before undistributed income of subsidiaries(34) (25) (20)
Equity in undistributed income of subsidiaries110
 188
 172
Income before income taxes76
 163
 152
Provision (benefit) for income taxes13
 (8) (6)
Net income63
 171
 158
Other comprehensive income (1)
(9) (9) (6)
Comprehensive income$54
 $162
 $152
(1)See Consolidated Statements of Comprehensive Income for other comprehensive income (loss) detail.


Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Flagstar Bancorp, Inc.
Condensed Unconsolidated Statements of Operations
(Dollars in millions)
 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Income
Interest$$$
Cash dividends received from subsidiaries82 100 
Total84 104 
Expenses
Interest25 28 27 
General and administrative14 
Total39 34 34 
Net income (loss) before undistributed income of subsidiaries45 70 (33)
Equity in undistributed income of subsidiaries484 142 212 
Net income before income taxes529 212 179 
Benefit for income taxes(9)(6)(8)
Net income538 218 187 
Other comprehensive income (loss) (1)46 48 (31)
Comprehensive income$584 $266 $156 
(1)See Consolidated Statements of Comprehensive Income for other comprehensive income (loss) detail.
132

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements

Flagstar Bancorp, Inc.
Condensed Unconsolidated Statements of Cash Flows
(Dollars in millions)
 For the Years Ended December 31,
 202020192018
(Dollars in millions)
Net income$538 $218 $187 
Adjustments to reconcile net income to net cash provided by operating activities
Equity in undistributed income of subsidiaries(566)(241)(177)
Dividends received from subsidiaries82 104 
Other34 10 (5)
Net cash provided by operating activities88 91 
Investing Activities
Net cash provided by investing activities
Financing Activities
Stock buyback(150)(50)
Repayment of long-term debt(4)
Proceeds from issuance of long-term debt150 
Debt issuance costs(2)
Dividends declared and paid(11)(9)
Net cash used in financing activities(17)(59)
Net increase in cash and cash equivalents71 32 
Cash and cash equivalents, beginning of year233 201 196 
Cash and cash equivalents, end of year$304 $233 $201 
 For the Years Ended December 31,
 2017 2016 2015
 (Dollars in millions)
Net income (loss)$63
 $171
 $158
Adjustments to reconcile net loss to net cash provided by operating activities     
Equity in (income) loss of subsidiaries47
 12
 (172)
Stock-based compensation5
 10
 3
Change in other assets18
 (8) (6)
Provision for deferred tax benefit
 
 1
Change in other liabilities(2) (22) 9
Change in fair value and other non-cash changes(5) (4) 
Net cash used in operating activities126
 159
 (7)
Investing Activities     
Net change in investment in subsidiaries
 
 (2)
Net cash provided by (used in) investment activities
 
 (2)
Financing Activities     
Proceeds from the issuance of junior subordinated debentures
 245
 
Redemption of preferred stock
 (267) 
Dividends paid on preferred stock
 (104) 
Net cash used in financing activities
 (126) 
Net increase (decrease) in cash and cash equivalents126
 33
 (9)
Cash and cash equivalents, beginning of year70
 37
 46
Cash and cash equivalents, end of year$196
 $70
 $37
Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



Note 25 —23 - Quarterly Financial Data (Unaudited)


The following table represents summarized data for each of the quarters in 2017, 20162020 and 2015:2019:
 2020
 Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
(Dollars in millions, except per share data)
Interest income$212 $206 $201 $201 
Interest expense23 26 33 53 
Net interest income189 180 168 148 
Provision for credit losses32 102 14 
Net interest income after provision for credit losses187 148 66 134 
Net gain on loan sales232 346 303 90 
Loan fees and charges53 45 41 26 
Net return (loss) on mortgage servicing rights12 (8)
Loan administration income25 26 21 12 
Deposit fees and charges
Other noninterest income19 15 14 14 
Noninterest expense319305296235
Income before income tax205 295 148 56 
Provision for income taxes51 73 32 10 
Net income from continuing operations$154 $222 $116 $46 
Basic income per share$2.86 $3.90 $2.04 $0.80 
Diluted income per share$2.83 $3.88 $2.03 $0.80 
 2017
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 (Dollars in millions, except per share data)
Interest income$110
 $129
 $140
 $148
Interest expense27
 32
 37
 41
Net interest income83
 97
 103
 107
Provision (benefit) for loan losses3
 (1) 2
 2
Net interest income after provision for loan losses80
 98
 101
 105
Net gain on loan sales48
 66
 75
 79
Loan fees and charges15
 20
 23
 24
Deposit fees and charges4
 5
 5
 4
Loan administration income5
 6
 5
 5
Net return (loss) on the mortgage servicing rights14
 6
 6
 (4)
Representation and warranty benefit4
 3
 4
 2
Other noninterest income10
 10
 12
 14
Noninterest expense140
 154
 171
 178
Income before income tax40
 60
 60
 51
Provision for income taxes13
��19
 20
 96
Net income (loss) from continuing operations$27
 $41
 $40
 $(45)
Basic income (loss) per share$0.47
 $0.72
 $0.71
 $(0.79)
Diluted income (loss) per share$0.46
 $0.71
 $0.70
 $(0.79)
133
 2016
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 (Dollars in millions, except per share data)
Interest income$101
 $99
 $106
 $111
Interest expense22
 22
 26
 24
Net interest income79
 77
 80
 87
(Benefit) provision for loan losses(13) (3) 7
 1
Net interest income after provision for loan losses92
 80
 73
 86
Net gain on loan sales75
 90
 94
 57
Loan fees and charges15
 19
 22
 20
Loan administration income6
 4
 4
 4
Net (loss) on the mortgage servicing rights(6) (4) (11) (5)
Representation and warranty benefit2
 4
 6
 7
Other noninterest income13
 15
 41
 15
Noninterest expense137
 139
 142
 142
Income before income tax60
 69
 87
 42
Provision for income taxes21
 22
 30
 14
Net income from continuing operations$39
 $47
 $57
 $28
Basic income per share$0.56
 $0.67
 $0.98
 $0.50
Diluted income per share$0.54
 $0.66
 $0.96
 $0.49

Flagstar Bancorp, Inc.
Notes to the Consolidated Financial Statements



 2019
 Fourth
Quarter
Third
Quarter
Second
Quarter
First
Quarter
 (Dollars in millions, except per share data)
Interest income$213 $203 $198 $180 
Interest expense61576054
Net interest income152 146 138 126 
Provision for credit losses17 
Net interest income after provision for credit losses152 145 121 126 
Net gain on loan sales101 110 75 49 
Loan fees and charges30 29 24 17 
Net (loss) return on the mortgage servicing rights(3)(2)
Loan administration income11 
Deposit fees and charges10 10 10 
Other noninterest income16 19 48 18 
Noninterest expense245238214191
Income before income tax69 78 75 44 
Provision for income taxes11 15 14 
Net income from continuing operations$58 $63 $61 $36 
Basic income per share$1.01 $1.12 $1.08 $0.64 
Diluted income per share$1.00 $1.11 $1.06 $0.63 


134
 2015
 First
Quarter
 Second
Quarter
 Third
Quarter
 Fourth
Quarter
 (Dollars in millions, except per share data)
Interest income$79
 $90
 $91
 $95
Interest expense14
 17
 18
 19
Net interest income65
 73
 73
 76
(Benefit) for loan losses(4) (13) (1) (1)
Net interest income after provision for loan losses69
 86
 74
 77
Net gain on loan sales91
 83
 68
 46
Loan fees and charges17
 19
 17
 14
Loan administration income4
 7
 8
 7
Net (loss) return on mortgage servicing rights(2) 9
 12
 9
Representation and warranty benefit2
 5
 6
 6
Other noninterest income7
 3
 17
 15
Noninterest expense138
 138
 131
 129
Income before income tax50
 74
 71
 45
Provision for income taxes18
 28
 24
 12
Net income from continuing operations$32
 $46
 $47
 $33
Basis income per share$0.43
 $0.69
 $0.70
 $0.45
Diluted income per share$0.43
 $0.68
 $0.69
 $0.44



ITEM 9.CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES


None.

ITEM 9A.CONTROLS AND PROCEDURES


Disclosure Controls and Procedures


As of the end of the period covered by this report and pursuant to Rule 13a-15 of the Securities Exchange Act, of 1934 as amended (the Exchange Act), our management,Management, with the participation of the Chief Executive Officer and Chief Financial Officer, conducted an evaluation of the effectiveness and design of our disclosure controls and procedures (as that term is defined in Rule 13a-15(e) of the Exchange Act). In designing and evaluating our disclosure controls and procedures, we recognize that any controls and procedures, no matter how well designed and implemented, can provide only reasonable assurance of achieving the desired control objectives, and that our management’sManagement’s duties require it to make its best judgment regarding the design of our disclosure controls and procedures.


Based on that evaluation, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were effective as of December 31, 20172020 to ensureprovide reasonable assurance that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the Commission's rules and forms.forms, and that such information is accumulated and communicated to Management, including our Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.


Management’s Report on Internal Control over Financial Reporting


Our management    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 GAAP. Internal control over financial reporting includes policies and procedures that:



(i)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(i)Pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the Company;

(ii)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and

(iii)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.


(ii)Provide reasonable assurance that transactions are recorded as necessary to permit preparation of the financial statements in accordance with U.S. GAAP, and that receipts and expenditures of the Company are being made only in accordance with authorizations of Management and Directors of the Company; and

(iii)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 ofdue 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, our managementManagement conducted an assessment of the effectiveness of our internal control over financial reporting as of December 31, 2017,2020, 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)("COSO").


Based on this assessment, as of December 31, 20172020 we assert that we maintained effective internal control over financial reporting.


The effectiveness of Management's internal control over financial reporting as of December 31, 2017,2020, has been audited by PricewaterhouseCoopers, LLP, our independent registered public accounting firm, as stated in their report, which is included herein.





135


Changes in Internal Control over Financial Reporting


There have been no changes in our internal control over financial reporting that occurred during the fiscal quarter ended December 31, 20172020 that have materially affected, or are reasonably likely to materially affect, such internal control over financial reporting.

ITEM 9B.OTHER INFORMATION

None.

136




PART III
ITEM 10.DIRECTORS, EXECUTIVE OFFICERS OF THE REGISTRANT AND CORPORATE GOVERNANCE
    
Except as set forth below, the information required by this Item 10 will be contained in our Proxy Statement relating to the 20182021 Annual Meeting of Stockholders and is hereby incorporated by reference.


Our Code of Business Conduct and Ethics, our Corporate Governance Guidelines and charters for our Audit Committee, Compensation Committee, and Nominating Corporate Governance Committee are available at www.flagstar.com or upon written request by stockholders to Flagstar Bancorp, Inc., Attn: James Ciroli, CFO,Investor Relations, 5151 Corporate Drive, Troy, MI 48098.


None of the information currently posted, or posted in the future, on our website is incorporated by reference into this Form 10-K.

ITEM 11.EXECUTIVE COMPENSATION


The information required by this Item 11 will be contained in our Proxy Statement relating to the 20182021 Annual Meeting of Stockholders and is hereby incorporated by reference, provided that the Compensation Committee Report shall be deemed to be furnished and not filed.

ITEM 12.SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS


The    Except as set forth below, the information required by this Item 12 will be contained in our Proxy Statement relating to the 20182021 Annual Meeting of Stockholders and is hereby incorporated by reference.


Equity Compensation Plan Information


The following table sets forth certain information with respect to securities to be issued under our equity compensation plans as of December 31, 2017.2020.
Plan CategoryNumber of
Securities to Be
Issued Upon
Exercise
Weighted Average
Exercise Price (1)
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
Equity compensation plans approved by security holders - Restricted Stock Units (2)974,186 $30.88 1,276,470 
Equity compensation plans not approved by security holders— — — 
Total974,186 $30.88 1,276,470 
(1)Weighted average exercise price is calculated including RSUs, which for this purpose are treated as having an exercise price of zero.
(2)For further information regarding the equity compensation plans under which the RSUs are authorized for issuance, see Note 16 - Stock-Based Compensation.
Plan Category 
Number of
Securities to Be
Issued Upon
Exercise
 
Weighted Average
Exercise Price (1)
 
Number of Securities
Remaining Available
for Future Issuance
Under Equity
Compensation Plans
Equity compensation plans approved by security holders - Restricted Stock Units (2) 1,290,450
 $
 2,132,452
Equity compensation plans not approved by security holders 
 
 
Total 1,290,450
 $
 2,132,452
(1)Weighted average exercise price is calculated including RSUs, which for this purpose are treated as having an exercise price of zero.
(2)For further information regarding the 2006 Equity Incentive Plan (the "2006 Plan") and 2016 Equity Incentive Plan (the "2016 Plan"), see Note 18 - Stock-Based Compensation.

ITEM 13.CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE


The information required by this Item 13 will be contained in our Proxy Statement relating to the 20182021 Annual Meeting of Stockholders and is hereby incorporated by reference.

ITEM 14.PRINCIPAL ACCOUNTING FEES AND SERVICES


The information required by this Item 14 will be contained in our Proxy Statement relating to the 20182021 Annual Meeting of Stockholders and is hereby incorporated by reference.


137


PART IV
ITEM 15.EXHIBITS, FINANCIAL STATEMENT SCHEDULES


(a)(1) and (2) — Financial Statements and Schedules


The information required by these sections of Item 15 are set forth in the Index to Consolidated Financial Statements under Item 8. of this annual report on Form 10-K.


(3) — Exhibits


The following documents are filed as a part of, or incorporated by reference into, this report:
Exhibit No.Description
3.1*
3.2*
4.1*
4.2*
4.3*
10.1*+4.4
10.1*+
10.2*
10.3*
10.4*

10.5*
10.6*
10.7
10.8*
10.9*
10.10*10.3*+


Exhibit No.Description
10.11*+
10.12*10.4*+
10.13*10.5*+
10.14*+
10.15*+
10.16*10.6*+
10.17*10.7*+
10.8*+
1110.9*+
138


Exhibit No.Description
10.10*+
1210.11*+
2110.12+
21
23
31.1
31.2
32.1
32.2
101Financial statements from Annual Report on Form 10-K of the Company for the year ended December 31, 2017,2020, formatted in XBRL: (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (Loss), (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.

*Incorporated herein by reference
+
+Constitutes a management contract or compensation plan or arrangement

Flagstar Bancorp, Inc. will furnish to any stockholder a copy of any of the exhibits listed above upon written request and upon payment of a specified reasonable fee, which fee shall be equal to the Company’s reasonable expenses in furnishing the exhibit to the stockholder. Requests for exhibits and information regarding the applicable fee should be directed to "David Urban,"Kenneth Schellenberg, Director of Investor Relations" at the address of the principal executive offices set forth on the cover of this Annual Report on Form 10-K.

(b) — Exhibits. See Item 15.(a)(3) above.
(c) — Financial Statement Schedules. See Item 15.(a)(2) above.
[Remainder of page intentionally left blank.]




ITEM 16. FORM 10-K SUMMARY
    
Not applicable.

139


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized, on March 12, 2018.
February 26, 2021.
FLAGSTAR BANCORP, INC.
By:/s/    Alessandro P. DiNello
Alessandro P. DiNello
President and Chief Executive Officer
(Principal Executive Officer)
FLAGSTAR BANCORP, INC.
By:
By:/s/    James K. Ciroli
James K. Ciroli
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
    

POWER OF ATTORNEY



    KNOW ALL PERSONS BY THESE PRESENTS, that the undersigned, in his or her capacity as director or officer, or both, as the case may be, of Flagstar Bancorp, Inc., does hereby appoint Alessandro DiNello and James K. Ciroli, and each of them, his or her attorney or attorneys with full power of substitution to execute in his or her name, in his or her capacity as a director or officer, or both, as the case may be, of Flagstar Bancorp, Inc., the 2020 Form 10-K Annual Report and any and all amendments and supplements to such 2020 Form 10-K Annual Report and post-effective amendments and supplements thereto, and to file the same with all exhibits thereto and all other documents in connection therewith with the Securities and Exchange Commission.

140



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 March 12, 2018.February 26, 2021.
 
SIGNATURETITLE
/S/    ALESSANDRO DINELLO
President and Chief Executive Officer
(Principal Executive Officer)
By: Alessandro DiNello
SIGNATURETITLE
/S/    ALESSANDRO DINELLO
President and Chief Executive Officer (Principal Executive Officer)
By: Alessandro DiNello
/S/    JAMES K. CIROLI   
Executive Vice President and Chief Financial Officer (Principal Financial Officer)
By:    James K. Ciroli
/S/   BRYAN L. MARX 
Senior Vice President and Chief Accounting
Officer (Principal Accounting Officer)
By:    Bryan L. Marx
/S/    JOHN D. LEWIS  
By:     John D. LewisChairman
/S/    DAVID J. MATLIN 
By:       David J. MatlinDirector
/S/    PETER SCHOELS
By:Peter SchoelsDirector
/S/    DAVID L. TREADWELL  
By:David L. TreadwellDirector
/S/    JAY J. HANSEN 
By:Jay J. HansenDirector
/S/    JAMES A. OVENDEN  
By:James A. OvendenDirector
/S/    BRUCE E. NYBERG
By:Bruce E. NybergDirector
/S/    JENNIFER WHIP   
By:Jennifer WhipDirector


EXHIBIT INDEX    The following documents are filed as a part of, or incorporated by reference into, this report:
Exhibit No.Description
/S/   BRYAN L. MARX 
Executive Vice President and Chief Accounting
Officer (Principal Accounting Officer)
3.1*By:    Bryan L. Marx
3.2*
4.1*
4.2*By:     John D. LewisChairman
4.3*
10.1*+
10.2*By:Jay J. HansenDirector
10.3*
10.4*
10.5*By:Toan HuynhDirector
10.6*
10.7
10.8*By:Lori JordanDirector
10.9*
10.10*+
10.11*+By:       David J. MatlinDirector
10.12*+
10.13*+
10.14*+By:Bruce E. Nyberg


Director
Exhibit No.Description
/S/    JAMES A. OVENDEN  
10.15*+By:James A. OvendenDirector
10.16*+
10.17*+
11
12
21
23
31.1
31.2
32.1
32.2
101Financial statements from Annual Report on Form 10-K of the Company for the year ended December 31, 2017, formatted in XBRL: (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income (Loss), (iv) the Consolidated Statements of Stockholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.

/S/    PETER SCHOELS
*By:Incorporated herein by referencePeter SchoelsDirector
/S/    DAVID L. TREADWELL  
+By:Constitutes a management contract or compensation plan or arrangementDavid L. TreadwellDirector
/S/    JENNIFER WHIP   
By:Jennifer WhipDirector


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