FLAGSTAR BANCORP INC (Form: 10-Q, Received: 08/07/2017 16:41:05)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)



ý	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2017



¨	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________ to _________

Commission File Number: 001-16577

(Exact name of registrant as specified in its charter).



Michigan		38-3150651
(State or other jurisdiction of		(I.R.S. Employer
Incorporation or organization)		Identification No.)

5151 Corporate Drive, Troy, Michigan		48098-2639
(Address of principal executive offices)		(Zip code)

(248) 312-2000

(Registrant’s telephone number, including area code)

Not applicable

(Former name, former address and formal fiscal year, if changed since last report)

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 whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of "large accelerated filer," "accelerated filer," "smaller reporting company," and "emerging growth company" in Rule 12b-2 of the Exchange Act. (Check one):



Large accelerated filer	¨	Accelerated filer	ý
Non-accelerated filer	o (Do not check if smaller reporting company)	Smaller reporting company	¨
		Emerging growth company	¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act ¨ .

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

As of August 3, 2017 , 57,161,639 shares of the registrant’s common stock, $0.01 par value, were issued and outstanding.

Table of Contents

FLAGSTAR BANCORP, INC.

FORM 10-Q

FOR THE QUARTER ENDED JUNE 30, 2017

TABLE OF CONTENTS




PART I. – FINANCIAL INFORMATION

Item 1.	Financial Statements
	Consolidated Statements of Financial Condition – June 30, 2017 (unaudited) and December 31, 2016 (unaudited)	39
	Consolidated Statements of Operations – For the three and six months ended June 30, 2017 and 2016 (unaudited)	40
	Consolidated Statements of Comprehensive Income – For the three and six months ended June 30, 2017 and 2016 (unaudited)	41
	Consolidated Statements of Stockholders’ Equity – For the six months ended June 30, 2017 and 2016 (unaudited)	41
	Consolidated Statements of Cash Flows – For the six months ended June 30, 2017 and 2016 (unaudited)	42
	Notes to the Consolidated Financial Statements (unaudited)
	Note 1 - Basis of Presentation	43
	Note 2 - Investment Securities	43
	Note 3 - Loans Held-for-Sale	46
	Note 4 - Loans Held-for-Investment	46
	Note 5 - Loans With Government Guarantees	54
	Note 6 - Variable Interest Entities	54
	Note 7 - Mortgage Servicing Rights	55
	Note 8 - Derivative Financial Instruments	56
	Note 9 - Borrowings	60
	Note 10 - Representation and Warranty Reserve	62
	Note 11 - Warrants and Restricted Stock Units	62
	Note 12 - Accumulated Other Comprehensive Income (Loss)	63
	Note 13 - Earnings Per Share	64
	Note 14 - Income Taxes	64
	Note 15 - Regulatory Matters	65
	Note 16 - Legal Proceeding, Contingencies, and Commitments	66
	Note 17 - Fair Value Measurements	68
	Note 18 - Segment Information	79
	Note 19 - Recently Issued Accounting Pronouncements	82
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	4
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	85
Item 4.	Controls and Procedures	85

PART II. – OTHER INFORMATION
Item 1.	Legal Proceedings	86
Item 1A.	Risk Factors	86
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	86
Item 3.	Defaults upon Senior Securities	86
Item 4.	Mine Safety Disclosures	86
Item 5.	Other Information	86
Item 6.	Exhibits	86
SIGNATURES		87

Table of Contents

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:



Term	Definition	Term	Definition
AFS	Available for Sale	GAAP	United States Generally Accepted Accounting Principles
Agencies	Federal National Mortgage Association, Federal Home Loan Mortgage Corporation, and Government National Mortgage Association, Collectively	HELOC	Home Equity Lines of Credit
ALCO	Asset Liability Committee	HELOAN	Home Equity Loan
ALLL	Allowance for Loan & Lease Losses	Home equity	second mortgages, HELOANs, HELOCs
AOCI	Accumulated Other Comprehensive Income (Loss)	HTM	Held to Maturity
ASU	Accounting Standards Update	LIBOR	London Interbank Offered Rate
Basel III	Basel Committee on Banking Supervision Third Basel Accord	LHFI	Loans Held-for-Investment
C&I	Commercial and Industrial	LHFS	Loans Held-for-Sale
CDARS	Certificates of Deposit Account Registry Service	LTV	Loan-to-Value
CFPB	Consumer Financial Protection Bureau	Management	Flagstar Bancorp’s Management
CLTV	Combined Loan to Value	MBIA	MBIA Insurance Corporation
Common Stock	Common Shares	MBS	Mortgage-Backed Securities
CRE	Commercial Real Estate	MD&A	Management's Discussion and Analysis
DFAST	Dodd-Frank Stress Test	MSR	Mortgage Servicing Rights
DOJ	United States Department of Justice	N/A	Not Applicable
DTA	Deferred Tax Asset	NYSE	New York Stock Exchange
EVE	Economic Value of Equity	OCC	Office of the Comptroller of the Currency
Fannie Mae/FNMA	Federal National Mortgage Association	OTTI	Other-Than-Temporary-Impairment
FASB	Financial Accounting Standards Board	QTL	Qualified Thrift Lending
FDIC	Federal Deposit Insurance Corporation	RWA	Risk Weighted Assets
FHA	Federal Housing Administration	SEC	Securities and Exchange Commission
FHLB	Federal Home Loan Bank	TARP Preferred	Troubled Asset Relief Program Fixed Rate Cumulative Perpetual Preferred Stock, Series C
FICO	Fair Isaac Corporation	TDR	Trouble Debt Restructuring
FRB	Federal Reserve Bank	UPB	Unpaid Principal Balance
Freddie Mac	Federal Home Loan Mortgage Corporation	U.S. Treasury	United States Department of Treasury
FTE	Full Time Equivalent	VIE	Variable Interest Entities
		XBRL	eXtensible Business Reporting Language

Table of Contents

PART I. FINANCIAL INFORMATION



ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations

The following is Management's Discussion and Analysis of the financial condition and results of operations of Flagstar Bancorp, Inc. for the second quarter of 2017 , which should be read in conjunction with the financial statements and related notes set forth in Item 1 of this Form 10-Q and Flagstar Bancorp, Inc.'s 2016 Annual Report on Form 10-K for the year ended December 31, 2016 .

Certain statements in this Form 10-Q, 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. These statements are based on the current beliefs and expectations of our management. Actual results may differ from those set forth in forward-looking statements. See Forward-Looking Statements on page 38 of this Form 10-Q and Part I, Item 1A, Risk Factors of Flagstar Bancorp, Inc.'s 2016 Annual Report or Form 10-K for the year ended December 31, 2016 . Additional information about Flagstar can be found on our website at www.flagstar.com .

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," "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-Q.

Introduction

We are a Michigan-based 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 June 30, 2017 , we are one of the largest banks headquartered in Michigan, providing commercial, small business, and consumer banking services. At June 30, 2017 , we had 3,432 full-time equivalent employees inclusive of account executives and loan officers. Our common stock is listed on the NYSE under the symbol "FBC." We are considered a controlled company for NYSE purposes, because MP Thrift Investments, L.P. held approximately 62.3 percent of our common stock as of June 30, 2017 .

Our banking network emphasizes the delivery of a complete set of banking and mortgage products and services and we distinguish ourselves by crafting specialized solutions for our customers, local delivery, customer service and competitive product pricing. At June 30, 2017 , we operated 99 full service banking branches throughout Michigan's major markets where we offer a full set of banking products to consumer, commercial, and government customers.

We have a unique, relationship-based business model of a leading Michigan-based bank leveraging a national mortgage business. We believe our strong position and focus on service creates a significant competitive advantage in the markets in which we compete. The disciplined management team we have assembled is focused on developing substantial and attractive growth opportunities that generate profitable results from operations. We believe our lower risk profile and strong capital level position us to better exploit the opportunities that our business model yields and deliver attractive shareholder returns over the long term.

Nationally, we are the 5th largest bank mortgage originator and we utilize multiple origination channels including correspondent, broker, distributed retail, and direct to consumer. We also service and subservice mortgage loans for others on a fee for service basis and may also collect ancillary fees, such as late fees and earn income through the use of noninterest-bearing escrow deposits. These escrow deposit accounts and amounts received from servicing loans generate company controlled deposits which offer a stable, low cost, long-term source of funding.

Operating Segments

Our operations are conducted through three operating segments: Community Banking, Mortgage Originations, and Mortgage Servicing. Additionally, our Other segment includes the remaining reported activities. For additional information, please see MD&A - Operating Segments and Note 18 - Segment Information.

Table of Contents

Selected Financial Ratios

(Dollars in millions, except share data)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016 (1)			2017			2016 (1)
Selected Ratios:
Interest rate spread	2.59		%	2.43		%	2.55		%	2.46		%
Net interest margin	2.77		%	2.63		%	2.72		%	2.64		%
Return on average assets	1.04		%	1.38		%	0.91		%	1.27		%
Return on average equity	11.57		%	11.53		%	9.77		%	10.81		%
Return on average common equity	11.57		%	13.83		%	9.77		%	13.00		%
Equity/assets ratio (average for the period)	9.02		%	11.95		%	9.29		%	11.73		%
Efficiency ratio	72.0		%	68.2		%	74.2		%	71.2		%
Average Balances:
Average common shares outstanding	57,101,816			56,574,796			57,012,208			56,544,256
Average fully diluted shares outstanding	58,138,938			57,751,230			58,106,070			57,623,081
Average interest-earning assets	$	14,020		$	11,639		$	13,187		$	11,755
Average interest paying liabilities	$	11,804		$	9,205		$	11,066		$	9,514
Average stockholders' equity	$	1,418		$	1,606		$	1,382		$	1,583



	June 30, 2017			December 31, 2016			June 30, 2016 (1)
Selected Statistics:
Book value per common share	$	24.64		$	23.50		$	23.54
Tangible book value per share (2)	$	24.29		$	23.50		$	23.54
Number of common shares outstanding	57,161,431			56,824,802			56,575,779
Equity-to-assets ratio	8.82		%	9.50		%	11.65		%
Common equity-to-assets ratio	8.82		%	9.50		%	9.70		%
Capitalized value of MSRs	1.14		%	1.07		%	0.99		%
Bancorp Tier 1 leverage (to adjusted avg. total assets) (3)	9.10		%	8.88		%	11.59		%
Bank Tier 1 leverage (to adjusted avg. total assets)	10.26		%	10.52		%	12.03		%
Mortgage rate lock commitments (fallout-adjusted) (4)	$	9,002		$	6,091		$	8,127
Mortgage loans sold and securitized	$	8,989		$	8,422		$	14,888
Number of banking centers	99			99			99
Number of FTE	3,432			2,886			2,894


(1)	Includes TARP Preferred which was redeemed in the third quarter 2016.


(2)	Excludes goodwill and intangibles of $20 million , zero, and zero at June 30, 2017, December 31, 2016, and June 30, 2016, respectively, included in Other Assets on the Consolidated Statement of Financial Condition. See Non-GAAP Financial Measures for further information.


(3)	Basel III transitional.


(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.

Table of Contents

Executive Overview

The second quarter 2017 resulted in solid earnings of $41 million , or $0.71 per diluted share. Our community bank results continued to be outstanding. Average warehouse loans increased from the first quarter, growing 23 percent , and we saw a 15 percent increase in average commercial and industrial and commercial real estate loans. We also posted a 10 basis point increase in net interest margin, maintaining a stable deposit cost despite recent Federal Reserve rate increases. The maturation of our community bank has generated a more balanced, more sustainable earnings stream for our Company.

Our mortgage origination segment also had an outstanding quarter. In the first half of 2017, fallout-adjusted locks rose 48 percent to $9.0 billion , driven primarily by the impact of the acquisitions of Opes Advisors (Opes) this quarter, as well as the delegated correspondent business from Stearns Lending (Stearns) last quarter. With the addition of Opes, we have more than tripled our distributed retail origination volume and believe we are now in a strong position for the move to a purchase mortgage market.

In second quarter 2017, we closed on the previously reported bulk sales of $191 million of MSRs, successfully executing our MSR reduction strategy and releasing capital to support balance sheet growth. We are the subservicer on approximately 85 percent of the MSRs we sold, providing a boost to our subservicing business and helping us to exceed over 400,000 accounts serviced or subserviced. Our MSRs now stand at 15 percent of our tier 1 common equity, positioning us well for the full phase-in of Basel III.

We have a formidable banking business, an industry-leading mortgage origination platform and a blossoming subservicing business, all of which are supported by strong capital and liquidity. Nationally, we are the 5th largest bank mortgage originator and a top 10 subservicer. This combination positions us to grow our balance sheet with higher quality, relationship-focused assets and continues to create value for our shareholders.

Earnings Performance



	Three Months Ended June 30,									Six Months Ended June 30,
	2017			2016			Change			2017		2016			Change
	(Dollars in millions, except share data)
Net interest income	$	97		$	77		$	20		$	180	$	156		$	24
Provision (benefit) for loan losses	(1		)	(3		)	2			2		(16		)	18
Total noninterest income	116			128			(12		)	216		233			(17		)
Total noninterest expense	154			139			15			294		276			18
Provision for income taxes	19			22			(3		)	32		43			(11		)
Net income	$	41		$	47		$	(6	)	$	68	$	86		$	(18	)
Income per share
Basic	$	0.72		$	0.67		$	0.05		$	1.18	$	1.23		$	(0.05	)
Diluted	$	0.71		$	0.66		$	0.05		$	1.16	$	1.21		$	(0.05	)

Net income de creased $6 million for the three months ended June 30, 2017 , compared to the three months ended June 30, 2016 . Net interest income in creased $20 million for the three months ended June 30, 2017 , compared to the three months ended June 30, 2016 . This increase was primarily driven by a $2.4 billion increase in interest-earning assets led by strong commercial loan growth and an increase in LHFS . The improvement in net interest income was more than offset by a $12 million decrease in noninterest income resulting from a decrease in net gain on loan sales and a $15 million increase in noninterest expense due to increases in compensation and benefits from increased headcount due to recent acquisitions. Diluted income per share increased to $0.71 for the three months ended June 30, 2017 , compared to $0.66 for the three months ended June 30, 2016 , partially due to the payoff of our TARP Preferred which occurred in the third quarter of 2016.

Net income de creased $18 million for the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 . Net interest income in creased $24 million for the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 , primarily driven by growth in interest-earning assets. This was more than offset by a decrease in noninterest income of $17 million , primarily due to lower net gain on loan sales and an increase in noninterest expense of $18 million , primarily driven by higher compensation and benefits driven by increased headcount resulting from acquisitions, as well as an increase in the provision for loan losses. In the six months ended June 30, 2017 , our provision of $2 million reflects the strong credit quality of our loan portfolios and a low level of net losses. The $16 million benefit for the six months ended June 30, 2016 resulted primarily from the sale of $1.2 billion UPB of performing and $110 million UPB of nonperforming loans.

Net Interest Income

The following tables present, on a consolidated basis, interest income from average assets and liabilities, expressed in dollars and yields:



	Three Months Ended June 30,
	2017						2016
	Average Balance		Interest		Annualized Yield/ Rate		Average Balance		Interest		Annualized Yield/ Rate
	(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale	$	4,269	$	42	4.00	%	$	2,884	$	26	3.64	%
Loans held-for-investment
Residential first mortgage	2,495		21		3.38	%	2,232		18		3.15	%
Home equity	439		6		4.91	%	485		6		4.91	%
Other	27		—		4.54	%	29		—		4.92	%
Total Consumer loans	2,961		27		3.61	%	2,746		24		3.48	%
Commercial Real Estate	1,477		16		4.16	%	899		8		3.41	%
Commercial and Industrial	936		11		4.77	%	607		6		3.97	%
Warehouse Lending	850		10		4.71	%	1,317		14		4.28	%
Total Commercial loans	3,263		37		4.48	%	2,823		28		3.94	%
Total loans held-for-investment (1)	6,224		64		4.07	%	5,569		52		3.71	%
Loans with government guarantees	295		3		4.02	%	444		4		3.33	%
Investment securities	3,166		20		2.57	%	2,558		17		2.66	%
Interest-earning deposits	66		—		1.07	%	184		—		0.50	%
Total interest-earning assets	14,020		129		3.69	%	11,639		99		3.40	%
Other assets	1,690						1,799
Total assets	$	15,710					$	13,438
Interest-Bearing Liabilities
Retail deposits
Demand deposits	$	510	$	—	0.15	%	$	482	$	—	0.17	%
Savings deposits	3,933		8		0.75	%	3,691		7		0.79	%
Money market deposits	239		—		0.42	%	363		1		0.52	%
Certificates of deposit	1,094		3		1.08	%	951		2		1.00	%
Total retail deposits	5,776		11		0.75	%	5,487		10		0.75	%
Government deposits
Demand deposits	200		—		0.39	%	203		—		0.39	%
Savings deposits	411		1		0.56	%	398		—		0.52	%
Certificates of deposit	291		—		0.68	%	410		1		0.50	%
Total government deposits	902		1		0.56	%	1,011		1		0.49	%
Wholesale deposits and other	4		—		0.48	%	—		—		—%
Total interest-bearing deposits	6,682		12		0.72	%	6,498		11		0.71	%
Short-term Federal Home Loan Bank advances and other	3,429		8		0.98	%	835		1		0.41	%
Long-term Federal Home Loan Bank advances	1,200		6		1.91	%	1,625		8		1.93	%
Other long-term debt	493		6		5.06	%	247		2		3.31	%
Total interest-bearing liabilities	11,804		32		1.10	%	9,205		22		0.97	%
Noninterest-bearing deposits (2)	2,057						2,133
Other liabilities	431						494
Stockholders’ equity	1,418						1,606
Total liabilities and stockholders' equity	$	15,710					$	13,438
Net interest-earning assets	$	2,216					$	2,434
Net interest income			$	97					$	77
Interest rate spread (3)					2.59	%					2.43	%
Net interest margin (4)					2.77	%					2.63	%
Ratio of average interest-earning assets to interest-bearing liabilities					118.8	%					126.4	%


(1)	Includes nonaccrual loans, for further information relating to nonaccrual loans, see Note 4 - Loans Held-for-Investment.


(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.



	Six Months Ended June 30,
	2017						2016
	Average Balance		Interest		Annualized Yield/ Rate		Average Balance		Interest		Annualized Yield/ Rate
	(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale	$	3,780	$	74	3.94	%	$	2,897	$	54	3.72	%
Loans held-for-investment
Residential first mortgage	2,447		41		3.35	%	2,504		39		3.12	%
Home equity	436		11		5.01	%	497		13		5.36	%
Other	26		—		4.52	%	29		1		4.94	%
Total Consumer loans	2,909		52		3.61	%	3,030		53		3.50	%
Commercial Real Estate	1,399		28		3.99	%	862		15		3.38	%
Commercial and Industrial	855		20		4.67	%	585		12		4.03	%
Warehouse Lending	770		18		4.62	%	1,141		25		4.29	%
Total Commercial loans	3,024		66		4.34	%	2,588		52		3.93	%
Total loans held-for-investment (1)	5,933		118		3.98	%	5,618		105		3.70	%
Loans with government guarantees	318		7		4.34	%	460		7		3.18	%
Investment securities	3,090		39		2.54	%	2,625		34		2.59	%
Interest-earning deposits	66		1		0.97	%	155		—		0.50	%
Total interest-earning assets	13,187		239		3.63	%	11,755		200		3.39	%
Other assets	1,694						1,736
Total assets	$	14,881					$	13,491
Interest-Bearing Liabilities
Retail deposits
Demand deposits	$	509	$	—	0.17	%	$	463	$	—	0.15	%
Savings deposits	3,930		15		0.76	%	3,706		15		0.79	%
Money market deposits	258		1		0.44	%	303		1		0.45	%
Certificates of deposit	1,083		6		1.07	%	904		4		0.96	%
Total retail deposits	5,780		22		0.75	%	5,376		20		0.74	%
Government deposits
Demand deposits	217		—		0.39	%	230		—		0.39	%
Savings deposits	435		1		0.54	%	409		1		0.52	%
Certificates of deposit	305		1		0.65	%	411		1		0.71	%
Total government deposits	957		2		0.54	%	1,050		2		0.57	%
Wholesale deposits and other	6		—		0.42	%	—		—		—	%
Total interest-bearing deposits	6,743		24		0.72	%	6,426		22		0.70	%
Short-term Federal Home Loan Bank advances and other	2,630		12		0.89	%	1,249		3		0.40	%
Long-term Federal Home Loan Bank advances	1,200		11		1.89	%	1,592		15		1.91	%
Other long-term debt	493		12		5.05	%	247		4		3.27	%
Total interest-bearing liabilities	11,066		59		1.08	%	9,514		44		0.93	%
Noninterest-bearing deposits (2)	2,024						1,915
Other liabilities	409						479
Stockholders’ equity	1,382						1,583
Total liabilities and stockholders' equity	$	14,881					$	13,491
Net interest-earning assets	$	2,121					$	2,241
Net interest income			$	180					$	156
Interest rate spread (3)					2.55	%					2.46	%
Net interest margin (4)					2.72	%					2.64	%
Ratio of average interest-earning assets to interest-bearing liabilities					119.2	%					123.6	%


(1)	Includes nonaccrual loans, for further information relating to nonaccrual loans, see Note 4 - Loans Held-for-Investment.


(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 present the dollar amount of changes in interest income and interest expense for the components of interest-earning assets and interest-bearing liabilities that are presented in the preceding table. The tables below distinguish 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 variances due to rate.



	Three Months Ended June 30,
	2017 Versus 2016 Increase (Decrease) Due to:
	Rate			Volume			Total
	(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale	$	4		$	12		$	16
Loans held-for-investment
Total Consumer loans	1			2			3
Commercial Real Estate	3			5			8
Commercial and Industrial	2			3			5
Warehouse Lending	1			(5		)	(4		)
Total Commercial loans	6			3			9
Total loans held-for-investment	7			5			12
Loans with government guarantees	—			(1		)	(1		)
Investment securities	(1		)	4			3
Total interest-earning assets	$	10		$	20		$	30
Interest-Bearing Liabilities
Retail deposits	$	—		$	1		$	1
Government deposits	1			(1		)	—
Short-term Federal Home Loan Bank advances and other	5			2			7
Long-term Federal Home Loan Bank advances	—			(2		)	(2		)
Other long-term debt	2			2			4
Total interest-bearing liabilities	8			2			10
Change in net interest income	$	2		$	18		$	20



	Six Months Ended June 30,
	2017 Versus 2016 Increase (Decrease) Due to:
	Rate			Volume			Total
	(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale	$	4		$	16		$	20
Loans held-for-investment
Residential first mortgage	3			(1		)	2
Home equity	—			(2		)	(2		)
Other	(1		)	—			(1		)
Total Consumer loans	2			(3		)	(1		)
Commercial Real Estate	4			9			13
Commercial and Industrial	3			5			8
Warehouse Lending	1			(8		)	(7		)
Total Commercial loans	8			6			14
Total loans held-for-investment	10			3			13
Loans with government guarantees	2			(2		)	—
Investment securities	(1		)	6			5
Interest-earning deposits	1			—			1
Total interest-earning assets	$	16		$	23		$	39
Interest-Bearing Liabilities
Retail deposits	$	(1	)	$	3		$	2
Short-term Federal Home Loan Bank advances and other	6			3			9
Long-term Federal Home Loan Bank advances	—			(4		)	(4		)
Other long-term debt	4			4			8
Total interest-bearing liabilities	9			6			15
Change in net interest income	$	7		$	17		$	24

Comparison to Prior Year Quarter

Net interest income in creased $20 million or 26 percent for the three months ended June 30, 2017 , compared to the same period in 2016 . This increase was primarily driven by an increase in average rates and growth in interest-earning assets. This was partially offset by an increase in average rates and the average balance of borrowings, resulting from an increase in the Federal Reserve rates and the third quarter 2016 issuance of $250 million of 6.125 percent senior notes ("2021 Senior Notes") which were issued to fund the redemption of our TARP Preferred.

Our net interest margin for the three months ended June 30, 2017 was 2.77 percent , compared to 2.63 percent for the three months ended June 30, 2016 . The net 14 basis point increase was driven by higher interest income on LHFS due to increases in market rates and an increase in higher yielding commercial loans within the LHFI portfolio. This increase was partially offset by higher average rates on short-term FHLB advances and the third quarter 2016 debt issuances.

For the three months ended June 30, 2017 as compared to the three months ended June 30, 2016 , total interest earning assets increased $2.4 billion to $14.0 billion led by growth in LHFS primarily due to extending turn times and the accumulation of loans in support of a residential mortgage backed securitization that closed in the third quarter 2017, as well as higher mortgage originations. Additionally, the $440 million increase in average commercial loans was consistent with our strategy to grow the community bank and enhance the yield on our interest-earning assets.

Average interest-bearing liabilities increased $2.6 billion for the three months ended June 30, 2017 , compared to the three months ended June 30, 2016 . The increase was primarily driven by a $2.6 billion increase in short-term FHLB advances to fund balance sheet growth.

Comparison to Prior Year to Date

Net interest income in creased $24 million for the six months ended June 30, 2017 , compared to the same period in 2016 , primarily driven by growth in interest-earning assets and an increase in average rates. This was partially offset by an increase in average rates and average balances of our borrowings, resulting from the third quarter 2016 issuance of 2021 Senior Notes which were issued to fund the redemption of our TARP Preferred.

Our net interest margin for the six months ended June 30, 2017 was 2.72 percent , compared to 2.64 percent for the six months ended June 30, 2016 . The net 8 basis point increase was positively impacted by an increase in market rates, higher yielding commercial loan portfolio and stable deposit costs. This improvement was partially offset by higher rates on short-term FHLB advances driven by recent Federal Reserve rate increases and the issuance of our 2021 Senior Notes in the third quarter 2016 .

For the six months ended June 30, 2017 as compared to the six months ended June 30, 2016 , average interest earning assets increased $1.4 billion , led by a $883 million increase in LHFS due to extending turn times and higher mortgage activity. The combined $901 million increase in average commercial loans and average investment securities was consistent with our strategy to grow the community bank and enhance the yield on our interest-earning assets. Commercial loans increased 17 percent due to growth in the commercial real estate and commercial & industrial portfolios.

Average interest-bearing liabilities increased $1.6 billion for the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 . The increase was driven by a $1.4 billion increase in FHLB advances used to fund balance sheet growth and the issuance of our 2021 Senior Notes in the third quarter 2016 .

Provision (Benefit) for Loan Losses



Credit Quality Ratios
	Three Months Ended June 30,									Six Months Ended June 30,
	2017			2016			Change			2017			2016			Change
	(Dollars in millions)
Charge-offs, net of recoveries	$	—		$	9		$	(9	)	$	4		$	21		$	(17	)
Charge-offs associated with loans with government guarantees	—			4			(4		)	2			7			(5		)
Charge-offs associated with the sale or transfer of nonperforming loans and TDRs	—			2			(2		)	1			8			(7		)
Charge-offs, net of recoveries, adjusted (1)	$	—		$	3		$	(3	)	$	1		$	6		$	(5	)
Net charge-offs to LHFI ratio (annualized)	0.04		%	0.62		%	(0.58		)%	0.15		%	0.74		%	(0.59		)%
Net charge-off ratio, adjusted (annualized)(1)	0.02		%	0.18		%	(0.16		)%	0.02		%	0.44		%	(0.42		)%


(1)	Excludes charge-offs associated with loans with government guarantees and charge-offs associated with the sale or transfer of nonperforming loans and TDRs.

Comparison to Prior Year Quarter

The provision (benefit) for loan losses was a benefit of $1 million during the three months ended June 30, 2017 , compared to a benefit of $3 million during the three months ended June 30, 2016 . During the three months ended June 30, 2017 , the $1 million benefit reflects continued low level of losses and strong credit quality of our loan portfolios. The $3 million benefit during the three months ended June 30, 2016 resulted primarily from reserves that were released in conjunction with the sale of $408 million UPB of performing residential first mortgage loans.

As a result of the strong credit quality throughout our loan portfolios, net charge-offs for the three months ended June 30, 2017 decreased to less than $1 million, compared to $9 million for the three months ended June 30, 2016 . As a percentage of the average LHFI, net charge-offs for the three months ended June 30, 2017 , decreased to 0.04 percent from 0.62 percent for the three months ended June 30, 2016 .

Comparison to Prior Year to Date

The provision (benefit) for loan losses was a provision of $2 million for the six months ended June 30, 2017 , compared to a benefit of $16 million during the six months ended June 30, 2016 . The $2 million provision for the six months ended June 30, 2017 , resulted primarily from $4 million in net charge-offs partially offset by a reduction in reserve, reflective of the continued strong credit quality of our loan portfolios and low level of net losses. The $16 million benefit for the six

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months ended June 30, 2016 resulted primarily from the sale of $1.2 billion UPB of performing residential first mortgage loans and $110 million UPB of nonperforming, TDR and non-agency loans.

Net charge-offs for the six months ended June 30, 2017 decreased to $4 million , compared to $21 million for the six months ended June 30, 2016 . As a percentage of the average LHFI, net charge-offs for the six months ended June 30, 2017 decreased to 0.15 percent from 0.74 percent for the three months ended June 30, 2016 , partially driven from loan sales of $110 million UPB of nonperforming loans which occurred in the first half of 2016.

For further information on the provision for loan losses see MD&A - Allowance for Loan Losses.

Noninterest Income

The following tables provide information on our noninterest income along with additional details related to our net gain on loan sales and other mortgage metrics:



	Three Months Ended June 30,								Six Months Ended June 30,
	2017		2016			Change			2017		2016			Change
	(Dollars in millions)
Net gain on loan sales	$	66	$	90		$	(24	)	$	114	$	165		$	(51	)
Loan fees and charges	20		19			1			35		34			1
Deposit fees and charges	5		6			(1		)	9		12			(3		)
Loan administration income	6		4			2			11		10			1
Net (loss) return on mortgage servicing rights	6		(4		)	10			20		(10		)	30
Representation and warranty benefit	3		4			(1		)	7		6			1
Other noninterest income	10		9			1			20		16			4
Total noninterest income	$	116	$	128		$	(12	)	$	216	$	233		$	(17	)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Mortgage rate lock commitments (fallout-adjusted) (1)	$	9,002		$	8,127		$	14,998		$	14,990
Net margin on mortgage rate lock commitments (fallout-adjusted) (1) (2)	0.73		%	1.04		%	0.76		%	1.00		%
Gain on loan sales LHFS + net (loss) return on the MSR	$	72		$	81		$	134		$	141
Mortgage loans sold and securitized	8,989			7,940			13,473			14,888
Net margin on loans sold and securitized	0.73		%	1.07		%	0.84		%	1.01		%


(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 our historical experience and the level of interest rates.


(2)	Gain on sale margin is based on net gain on loan sales related to LHFS to fallout-adjusted mortgage rate lock commitments.

Comparison to Prior Year Quarter

Total noninterest income de creased $12 million during the three months ended June 30, 2017 , compared to the same period in 2016 .

Net gain on loan sales de creased $24 million during the three months ended June 30, 2017 , compared to the three months ended June 30, 2016 . The net gain on loan sales margin decreased 34 basis points primarily driven by our decision to extend turn times on LHFS which shifts earnings from gain on sale to net interest income, and a shift in mix and shorter-term market forces. The decrease in net gain on loan sales was also attributed to the sale of performing LHFI that occurred in the second quarter of 2016 which resulted in a $5 million gain. The de creases were partially offset by $875 million in higher fallout-adjusted locks driven by recent acquisitions.

Net return on MSRs (including the impact of economic hedges) was $6 million for the three months ended June 30, 2017 , compared to a loss of $4 million during the three months ended June 30, 2016 . The $10 million in crease was primarily driven by a more stable prepayment environment and improvements in our hedging program, partially offset by higher transaction costs and lower servicing fees resulting from a lower MSR balance driven by MSR sales that occurred in the second quarter 2017.

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Comparison to Prior Year to Date

Total noninterest income de creased $17 million during the six months ended June 30, 2017 , compared to the same period in 2016 .

Net gain on loan sales de creased $51 million during the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 . The net gain on loan sales margin decreased 17 basis points primarily driven by our decision to extend turn times on LHFS which shifts earnings from gain on sale to net interest income, and a shift in mix and shorter-term market forces. The decrease in net gain on loan sales was also attributed to the sale of performing LHFI that occurred in the first half of 2016 which resulted in a $14 million gain.

Deposit fees and charges decreased $3 million during the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 . The decrease was 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.

Net return on MSRs was $20 million for the six months ended June 30, 2017 , compared to a loss of $10 million during the six months ended June 30, 2016 . The $30 million in crease was primarily driven by a more stable prepayment environment and improvements in our hedging program, partially offset by lower servicing fee income and higher transaction costs resulting from a lower MSR balance driven by MSR sales that occurred in 2017.

Other noninterest income increased $4 million during the six months ended June 30, 2017 , compared to the six months ended June 30, 2016 . The increase was primarily due to favorable adjustments related to assets and liabilities held at fair value.

Noninterest Expense

The following table sets forth the components of our noninterest expense:



	Three Months Ended June 30,									Six Months Ended June 30,
	2017			2016			Change			2017			2016			Change
	(Dollars in millions)
Compensation and benefits	$	71		$	66		$	5		$	143		$	134		$	9
Commissions	16			14			2			26			24			2
Occupancy and equipment	25			21			4			47			43			4
Loan processing expense	14			15			(1		)	26			27			(1		)
Legal and professional expense	8			6			2			15			15			—
Other noninterest expense	20			17			3			37			33			4
Total noninterest expense	$	154		$	139		$	15		$	294		$	276		$	18
Efficiency ratio	72.0		%	68.2		%	3.8		%	74.2		%	71.2		%	3.0		%

Comparison to Prior Year Quarter

Noninterest expense in creased $15 million to $154 million during the three months ended June 30, 2017 , compared to $139 million during the three months ended June 30, 2016 . This is primarily due to an in crease in compensation and benefits resulting from an increase in headcount to support growth initiatives. The three months ended June 30, 2017 included $11 million of operating expenses and $1 million of transaction costs related to the recent acquisitions. The increase was further impacted by an increase in occupancy and equipment primarily due to a higher asset base.

Comparison to Prior Year to Date

Noninterest expense in creased $18 million to $294 million during the six months ended June 30, 2017 , compared to $276 million during the six months ended June 30, 2016 . The increase was primarily driven by higher compensation and benefits which was the result of an increase in headcount due to recent growth initiatives. The six months ended June 30, 2017 included $11 million of operating expenses and $2 million of transaction costs related to the recent acquisitions. The remaining increase was primarily driven by higher occupancy and equipment due to a higher asset base and higher other noninterest expenses driven by an increase in advertising related to a direct mail campaign and new branding initiatives.

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Provision (benefit) for Income Taxes

Our provision for income taxes for the three and six months ended June 30, 2017 was $19 million and $32 million , respectively, compared to a provision of $22 million and $43 million during the three and six months ended June 30, 2016 , respectively.

Our effective tax rate for the three and six months ended June 30, 2017 was 31.8 percent and 32.3 percent , respectively, compared to 32.7 percent and 33.4 percent for the three and six months ended June 30, 2016 , respectively.

Our effective tax rate for the three and six months ended June 30, 2017 differs from the combined federal and state statutory tax rate primarily due to a benefit from tax-exempt earnings, partially offset by nondeductible expenses.

For further information, see Note 14 - Income Taxes.

OPERATING SEGMENTS

Overview

For detail on each segment's objectives, strategies, and priorities, please read this section in conjunction with Note 18 - Segment Information, and other sections of this report for a full understanding of our consolidated financial performance.

The net income (loss) by operating segment is presented in the following table:



	Three Months Ended June 30,									Six Months Ended June 30,
	2017			2016			Change			2017			2016			Change
	(Dollars in millions)
Community Banking	$	10		$	9		$	1		$	16		$	27		$	(11	)
Mortgage Originations	30			38			(8		)	56			60			(4		)
Mortgage Servicing	(3		)	(2		)	(1		)	(8		)	(6		)	(2		)
Other	4			2			2			4			5			(1		)
Total net income	$	41		$	47		$	(6	)	$	68		$	86		$	(18	)

Community Banking

Comparison to Prior Year Quarter

During the three months ended June 30, 2017 , the Community Banking segment reported net income of $10 million , compared to $9 million for the three months ended June 30, 2016 . The increase in net income was primarily due to $8 million higher net interest income from higher average loan balances, led by growth in commercial loans and higher average loan yields. These increases were partially offset by a $3 million increase in the provision for loan losses resulting from loan growth and a decrease of $4 million in gain on loan sales, primarily resulting from second quarter 2016 sale of performing LHFI.

Comparison to Prior Year to Date

During the six months ended June 30, 2017 , the Community Banking segment reported net income of $16 million , compared to $27 million for the six months ended June 30, 2016 . The $11 million decrease in net income was primarily due to a $12 million decrease in gain on loan sales and an $18 million increase in the provision for loan losses. For the six months ended June 30, 2016 , the provision for loan losses was a $16 million benefit primarily resulting from the sale of $1.2 billion of performing LHFI sold from the Community Bank loan portfolio, compared to a provision of $2 million in first six months of 2017. This decrease in net income was partially offset by a $12 million increase in net interest income resulting from loan growth and higher yields.

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Mortgage Originations

Comparison to Prior Year Quarter

The Mortgage Originations segment net income decreased $8 million to $30 million during the three months ended June 30, 2017 , compared to $38 million in the three months ended June 30, 2016 . The decrease was primarily due to a $20 million decrease in net gain on loan sales driven by a 31 basis point decrease in margin resulting from a more competitive market and the impact of extending turn times on LHFS which shifts earnings from gain on sale to net interest income. The benefit of extended turn times, as well as higher mortgage originations, resulted in an $11 million increase in interest income. Net return on the MSRs increased $10 million driven by an increase in the interest rate environment experienced in the second quarter of 2017 which resulted in lower prepayments and favorable fair value adjustments. Noninterest expense increased $13 million for the three months ended June 30, 2017 compared to the three months ended June 30, 2016 , primarily due to increases in compensation and benefits and acquisition costs, along with an increase in commissions due to increased loan production.

Comparison to Prior Year to Date

The Mortgage Originations segment net income decreased $4 million to $56 million during the six months ended June 30, 2017 , compared to $60 million in the six months ended June 30, 2016 . The decrease was primarily due to a $39 million decrease in net gain on loan sales driven by a 22 basis point decrease in margin, resulting from a more competitive market and the impact of extending turn times on LHFS which shifts earnings from gain on sale to net interest income. The decrease was partially offset by a $30 million increase in net return on the MSR resulting from an increase in the interest rate environment in 2017 which resulted in lower prepayments and favorable fair value adjustments. Net interest income increased $19 million resulting from an increase in mortgage activity and the impact of extending turn times on LHFS. Noninterest expense increased $16 million for the six months ended June 30, 2017 compared to the six months ended June 30, 2016 , primarily due to increases in compensation and benefits and acquisition costs, along with an increase in commissions due to increased loan production.

Mortgage Servicing

Comparison to Prior Year Quarter

The Mortgage Servicing segment reported a net loss of $3 million for the three months ended June 30, 2017 , compared to a net loss of $2 million for the three months ended June 30, 2016 . The increase on net losses is primarily due to an increase in compensation and benefits driven by an increase in headcount.

Comparison to Prior Year to Date

The Mortgage Servicing segment reported a net loss of $8 million for the six months ended June 30, 2017 , compared to a net loss of $6 million for the six months ended June 30, 2016 . The increase in net losses is primarily due to an increase in compensation and benefits driven by an increase in headcount.

Other

Comparison to Prior Year Quarter

For the three months ended June 30, 2017 , the Other segment net income was $4 million , compared to net income of $2 million for the three months ended June 30, 2016 . The $2 million improvement was primarily due to an increase in net interest income resulting from higher average investment balances, due to pulling ahead planned purchases of investments to take advantage of a higher return market.

Comparison to Prior Year to Date

For the six months ended June 30, 2017 , the Other segment net income was $4 million , compared to net income of $5 million for the six months ended June 30, 2016 . The $1 million decrease was primarily due to a reduction in net interest income, as a result of higher interest expense due to our issuance of our 2021 Senior Notes, which occurred in the third quarter of 2016.

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Condensed Consolidated Balance Sheet Review



	June 30, 2017			December 31, 2016			Change
	(Dollars in millions)
Assets
Total cash and cash equivalents	$	183		$	158		$	25
Investment Securities	2,628			2,573			55
Loans held-for-sale	4,506			3,177			1,329
Loans held-for-investment	6,776			6,065			711
Loans with government guarantees	278			365			(87		)
Less: allowance for loan losses	(140		)	(142		)	2
Total loans held-for-investment and loans with government guarantees, net	6,914			6,288			626
Mortgage servicing rights	184			335			(151		)
Other assets	1,550			1,522			28
Total assets	$	15,965		$	14,053		$	1,912
Liabilities and Stockholders’ Equity
Total deposits	$	8,695		$	8,800		$	(105	)
Federal Home Loan Bank advances	4,870			2,980			1,890
Other long-term debt	493			493			—
Other Liabilities	499			444			55
Total liabilities	14,557			12,717			1,840
Total stockholders’ equity	1,408			1,336			72
Total liabilities and stockholders’ equity	$	15,965		$	14,053		$	1,912

At June 30, 2017 our assets totaled $16.0 billion , up $1.9 billion from December 31, 2016 . Asset growth was attributable to an increase in our LHFS as a result of higher mortgage volumes as well as growth in our commercial and consumer LHFI portfolios. Total liabilities increased to $14.6 billion at June 30, 2017 due to an increase in FHLB advances to primarily support the growth of our LHFS.

Loans held-for-sale

The majority of our mortgage loans originated as LHFS are sold into the secondary market by securitizing the loans into agency mortgage backed securities or on a whole loan basis. Sales of loans totaled $9.0 billion , or 97.7 percent of originations during the three months ended June 30, 2017 , compared to $7.9 billion , or 95.3 percent of originations during the three months ended June 30, 2016 . The increase in sales volume and percentage of originations during the three months ended June 30, 2017 , as compared to the three months ended June 30, 2016 , was primarily due to recent acquisitions. During the three months ended June 30, 2017 , turn times on sales of LHFS were an average of 44 days compared to an average of 30 days during the three months ended June 30, 2016 which benefits net interest income.

As of June 30, 2017 , we had outstanding commitments to sell $6.7 billion of mortgage loans. Generally, these commitments are funded within 120 days. At June 30, 2017 and December 31, 2016 , consumer LHFS totaled $4.5 billion and $3.2 billion , respectively, which are primarily residential mortgage loans. The $1.3 billion increase is the result of higher mortgage activity and the accumulation of loans in support of a residential mortgage backed securitization that closed in the third quarter 2017.

On July 31, 2017, the Company closed on a securitization of $444 million of residential mortgage-backed certificates (RMBS) issued by Flagstar Mortgage Trust 2017-1 (FSMT 2017-1). The pool comprises loans Flagstar originated through its retail, broker and correspondent channels. The collateral pool consists of high-quality 30- and 15-year, fully amortizing high balance conforming and jumbo fixed-rate Safe Harbor Qualified Mortgage loans to borrowers with strong credit profiles and low leverage.

For further information, see Note 3 - Loans Held-for-Sale.

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Loans held-for-investment

Loans held-for-investment are summarized as follows:



	June 30, 2017		December 31, 2016		Change
	(Dollars in millions)
Consumer loans
Residential first mortgage	$	2,538	$	2,327	$	211
Home equity	459		443		16
Other	27		28		(1		)
Total consumer loans	3,024		2,798		226
Commercial loans
Commercial real estate (1)	1,557		1,261		296
Commercial and industrial	1,040		769		271
Warehouse lending	1,155		1,237		(82		)
Total commercial loans	3,752		3,267		485
Total loans held-for-investment	$	6,776	$	6,065	$	711


(1)	Includes $253 million and $245 million of owner occupied commercial real estate loans at June 30, 2017 and December 31, 2016 , respectively.

Loans held-for-investment increased $711 million , at June 30, 2017 from December 31, 2016 . This increase was due to growth in both our consumer loan portfolio and commercial loan portfolio.

We have continued strong commercial loan growth as a result of our strategic initiative to grow the Community Bank and improve margins by adding higher yielding loans. The commercial loan portfolio has increased $485 million , or 15 percent, since December 31, 2016 . During the six months ended June 30, 2017 , our CRE LHFI portfolio grew $296 million and C&I $271 million .

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

Loans with government guarantees

Our loans with government guarantees portfolio totaled $278 million at June 30, 2017 , as compared to $365 million at December 31, 2016 . The decrease is primarily due to loans transferred to HFS and resold to Ginnie Mae out-pacing new repurchases.

For further information, see Note 5 - Loans with Government Guarantees.

Allowance for loan losses

The ALLL decreased $2 million to $140 million at June 30, 2017 , compared to $142 million at December 31, 2016 . The decrease from December 31, 2016 was driven by continued low charge-off levels along with the strong credit quality of the loans within our LHFI portfolios.

For further information, see MD&A Risk Management - Allowance for Loan Losses.

Mortgage servicing rights

At June 30, 2017 , MSRs decreased $151 million to $184 million , compared to $335 million at December 31, 2016 , primarily due to MSR bulk sales of $22.9 billion in underlying loans, partially offset by additions from loan sales where we retained servicing. In the first half of 2017, we sold MSRs with a fair value of $256 million , successfully executing our MSR reduction strategy to release capital and support balance sheet growth.

The principal balance of the loans underlying our total MSRs was $16.1 billion at June 30, 2017 , compared to $31.2 billion at December 31, 2016 with the decrease primarily attributable to MSR bulk sales in the first six months of 2017, partially offset by loan sales where we retained servicing.

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For further information, see MD&A Risk Management - Capital and Note 7 - Mortgage Servicing Rights.

Deposits

The composition of our deposits was as follows:



	June 30, 2017				December 31, 2016
	Balance		% of Deposits		Balance		% of Deposits		Change
	(Dollars in millions)
Retail deposits
Branch retail deposits
Demand deposit accounts	$	899	10.3	%	$	852	9.7	%	$	47
Savings accounts	3,836		44.1	%	3,824		43.5	%	12
Money market demand accounts	131		1.5	%	138		1.6	%	(7		)
Certificates of deposit/CDARS (1)	1,102		12.7	%	1,055		12.0	%	47
Total branch retail deposits	5,968		68.6	%	5,869		66.7	%	99
Commercial retail deposits
Demand deposit accounts	331		3.8	%	282		3.2	%	49
Savings accounts	80		0.9	%	63		0.7	%	17
Money market demand accounts	117		1.3	%	109		1.2	%	8
Certificates of deposit/CDARS (1)	51		0.6	%	1		—	%	50
Total commercial retail deposits	579		6.7	%	455		5.2	%	124
Total retail deposits	$	6,547	75.3	%	$	6,324	71.9	%	$	223
Government deposits
Demand deposit accounts	$	204	2.3	%	$	250	2.8	%	$	(46	)
Savings accounts	361		4.2	%	451		5.1	%	(90		)
Certificates of deposit/CDARS (1)	286		3.3	%	329		3.7	%	(43		)
Total government deposits (2)	851		9.8	%	1,030		11.7	%	(179		)
Company controlled deposits (3)	1,297		14.9	%	1,446		16.4	%	(149		)
Total deposits (4)	$	8,695	100.0	%	$	8,800	100.0	%	$	(105	)


(1)	The aggregate amount of certificates of deposit with a minimum denomination of $100,000 was approximately $1.1 billion and $1.0 billion at June 30, 2017 and December 31, 2016 .


(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 $4.0 billion at both June 30, 2017 and December 31, 2016 .

Total deposits decreased $105 million , or 1.2 percent at June 30, 2017 , compared to December 31, 2016 , primarily due to a decline of $179 million in government deposits and $149 million in company controlled deposits. This decline was partially offset by a $223 million , or 3.5 percent increase in retail deposits led by increases in demand deposits and certificates of deposit. The increase in retail deposits demonstrates our strategic initiatives to drive deposit growth by bringing in deposits from commercial customers.

Federal Home Loan Bank advances

Federal Home Loan Bank advances. FHLB advances increased $1.9 billion to $4.9 billion at June 30, 2017 from $3.0 billion at December 31, 2016 , due to short term advances funding loan growth, primarily in the LHFS portfolio.

For further information, see MD&A Risk Management - Liquidity Risk and Note 9 - Borrowings.

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RISK MANAGEMENT

Like all financial services companies, we engage in 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, credit, regulatory compliance, legal, reputation, liquidity, market, operational, and strategic. We have made significant investments 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 from the risk of unexpected loss.

A comprehensive discussion of risks affecting us can be found in the Risk Factors section included in Item 1A of our Annual Report on Form 10-K for the year ended December 31, 2016 . Some of the more significant processes used to manage and control credit, liquidity, market, 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. Like other financial services institutions, we provide loans, extend credit, purchase securities, and enter into financial derivative contracts, all of which have related credit risk. The majority of our credit risk is associated with lending activities, as the acceptance and management of credit risk is central to profitable lending.

Flagstar maintains a strict credit limit, in compliance with regulatory requirements, in order to maintain a diversified loan portfolio and manage its credit exposure to any one borrower or obligor. 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 and Tier 2 capital plus any portion of the allowance for loan losses not included in the Tier 2 capital, which was $260 million as of June 30, 2017. Flagstar maintains a maximum internal Bank limit of $100 million (commitment level) to any one borrower/obligor relationship, which is more conservative than the limit required by HOLA. All credit exposures that exceed $50 million must be approved by the Board of Directors.

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.

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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. The LTV requirements vary depending on occupancy, property type, loan amount, and FICO. Loans with LTVs exceeding 80 percent are required to obtain mortgage insurance.

The following table presents our total residential first mortgage LHFI by major category:



	June 30, 2017		December 31, 2016
	(Dollars in millions)
Current estimated LTV ratios
Less than 80% and refreshed FICO scores (1) :
Equal to or greater than 660	$	2,279	$	2,077
Less than 660	87		95
80% and greater and refreshed FICO scores (1) :
Equal to or greater than 660	102		78
Less than 660	8		9
U.S. government guaranteed	62		68
Total	$	2,538	$	2,327
Geographic region
California	$	992	$	858
Michigan	250		236
Florida	197		193
Texas	162		138
Washington	148		136
Illinois	93		84
New York	71		68
Arizona	70		65
Colorado	63		60
Maryland	63		59
Others	429		430
Total	$	2,538	$	2,327

(1) Current FICO scores, which are updated one month prior to each quarter end, have been updated as of May 30, 2017, where available, or as of the most recent credit score.

Home equity. Our home equity portfolio includes second mortgages, HELOANs and HELOCs. These loans require full documentation and are underwritten and priced to ensure high credit quality and loan profitability. Our debt-to-income ratio on second mortgages is capped at 43 percent and for HELOCs is capped at 45 percent. We currently limit the maximum CLTV to 89.99 percent and FICO scores to a minimum of 660. Current second mortgage loans/HELOANS are fixed rate loans and are available with terms up to 15 years. HELOC loans are adjustable-rate loans that contain a 10-year interest-only draw period followed by a 20-year amortizing period.

Commercial and industrial loans. Commercial and industrial LHFI facilities typically include lines of credit and term loans to middle market businesses for use in normal business operations to finance working capital, equipment and capital purchases, acquisition and expansion projects. We lend to customers with a history of profitability and a long-term business model. Generally, leverage is limited to a ratio of 3 times and the minimum debt service coverage is 1.20. Most of our C&I loans earn interest at a variable rate and we offer our customers the ability to enter into interest rate swaps.

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The following table presents our total C&I LHFI by borrower's geographic concentration and industry type at June 30, 2017 :



	State
	Michigan			Florida			Texas			California			Ohio			Tennessee			Other			Total			% by industry
	(Dollars in millions)
Industry Type
Services (1)	$	99		$	1		$	62		$	39		$	—		$	39		$	110		$	350		33.7	%
Financial and insurance	72			56			—			—			52			6			105			291			28.0	%
Manufacturing	99			—			5			24			—			—			68			196			18.8	%
Distribution	55			—			—			2			—			—			—			57			5.5	%
Servicing advances	—			25			—			—			—			—			26			51			4.9	%
Rental & leasing	48			—			—			—			—			—			—			48			4.6	%
Government & education	11			—			—			—			—			—			36			47			4.5	%
Total	$	384		$	82		$	67		$	65		$	52		$	45		$	345		$	1,040		100.0	%
Percent by state	36.9		%	7.9		%	6.4		%	6.3		%	5.0		%	4.3		%	33.2		%	100.0		%


(1)	Includes unsecured home builder loans of $80 million at June 30, 2017 .

Commercial real estate loans. Our commercial real estate LHFI portfolio is comprised of loans that are collateralized by diversified real estate properties intended to be income-producing in the normal course of business. Our commercial real estate lending relationships are primarily based in the Midwest. 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, in addition to secured home builder loans. In 2016, we launched a national home builder finance program to grow our balance sheet, increase commercial deposits and develop incremental revenue through our retail purchase mortgage channel.

The following table presents our total CRE LHFI by borrower's geographic concentration and collateral type at June 30, 2017 :



	State
	Michigan			Florida			Colorado			California			Other			Total (1)
	(Dollars in millions)
Collateral Type
Single family residence, which includes land (2)	$	53		$	41		$	61		$	6		$	127		$	288
Retail (3)	185			33			—			9			12			239
Apartments	123			16			4			—			66			209
Office	149			—			—			19			—			168
Industrial	131			—			—			35			5			171
Hotel/motel	74			—			—			—			35			109
Land - Residential Development	12			18			25			6			28			89
Parking garage/Lot	67			—			—			—			—			67
Senior Living facility	44			—			—			9			—			53
Non Profit	38			—			—			—			8			46
Regional Mall (4)	25			—			—			—			—			25
Condominiums	9			—			—			—			16			25
Marina	23			—			—			—			—			23
Special Purposes and all other (5)	32			—			—			4			9			45
Total	$	965		$	108		$	90		$	88		$	306		$	1,557
Percent	62.0		%	6.9		%	5.8		%	5.7		%	19.7		%	100.0		%


(1)	Includes $253 million of commercial owner occupied real estate loans at June 30, 2017 .


(2)	Includes $311 million of secured home builder loans at June 30, 2017 .


(3)	Includes multipurpose retail space, neighborhood centers, strip malls and single-use retail space.


(4)	Consists of one mall which includes an anchor store.


(5)	Special purposes and all other primarily includes: movie theaters, land (vacant), and mini storage facilities, etc.

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Warehouse lending. We also offer warehouse lines of credit to other mortgage lenders. These allow the lender to fund the closing of residential first mortgage loans. Each extension or draw-down on the line is fully collateralized by conforming mortgage loans and is paid off when the lender sells the loan to an outside investor or, in some instances, to the Bank. Underlying mortgage loans are predominantly originated using the agencies' underwriting standards. The guideline for debt to tangible net worth is 15 to 1. Despite the contraction in warehouse lending which occurred in the first quarter 2017, we are continuing to focus on increasing market share in the warehouse lending market through our strategic initiative to increase lending to customers who originate loans they then sell to outside third party investors. We have a national platform with relationship managers covering both coasts and a large Michigan-based sales team. The aggregate committed amount of adjustable-rate warehouse lines of credit granted to other mortgage lenders at June 30, 2017 was $2.6 billion , of which $1.2 billion was outstanding, compared to $2.9 billion at December 31, 2016 , of which $1.2 billion was outstanding.

Credit Quality

Management considers a number of qualitative and quantitative factors in assessing the level of our ALLL. For further information see MD&A - Allowance for Loan Losses. As illustrated in the following tables, 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 run-off and sales of legacy portfolios that included nonperforming and TDR loans which have been replaced by new loans with strong credit characteristics.

The following table sets forth certain information about our nonperforming assets as of the end of each of the last five quarters:



	June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016
	(Dollars in millions)
Nonperforming LHFI	$	18		$	17		$	22		$	23		$	23
Nonperforming TDRs	5			5			8			8			6
Nonperforming TDRs at inception but performing for less than six months	7			6			10			9			15
Total nonperforming LHFI (1)	30			28			40			40			44
Real estate and other nonperforming assets, net	9			13			14			15			19
Nonperforming assets held-for-investment, net	$	39		$	41		$	54		$	55		$	63

Nonperforming assets to total assets	0.24		%	0.27		%	0.39		%	0.39		%	0.46		%
Nonperforming LHFI to LHFI	0.44		%	0.47		%	0.67		%	0.63		%	0.76		%
ALLL to LHFI (2)	2.07		%	2.37		%	2.37		%	2.30		%	2.62		%
ALLL to LHFI and loans with government guarantees (2)	1.99		%	2.25		%	2.23		%	2.16		%	2.43		%
Net charge-offs to LHFI ratio (annualized) (2)	0.04		%	0.27		%	0.13		%	0.51		%	0.62		%
Nonperforming assets to LHFI and repossessed assets	0.57		%	0.69		%	0.90		%	0.87		%	1.09		%
Nonperforming assets to Tier 1 capital (to adjusted total assets) + ALLL (3)	2.51		%	2.90		%	3.93		%	4.03		%	3.79		%


(1)	Does not include nonperforming LHFS of $7 million , $21 million , $6 million , $5 million and $5 million at June 30, 2017 , March 31, 2017 , December 31, 2016 , September 30, 2016 and June 30, 2016 , respectively.


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


(3)	Refer to MD&A - Use of Non-GAAP Financial Measures for calculation of ratio.

Past due loans held-for-investment

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 management 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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The following table sets forth information regarding past due LHFI at the dates listed:



	30 – 59 Days Past Due		60 – 89 Days Past Due		90 Days or Greater Past Due (1)		Total Past Due
	(Dollars in millions)
June 30, 2017
Consumer Loans
Residential First Mortgage	$	1	$	3	$	25	$	29
Home equity	1		—		5		6
Total Consumer Loans	2		3		30		35
Commercial loans
Commercial real estate	1		—		—		1
Total commercial loans	1		—		—		1
Total Loans	$	3	$	3	$	30	$	36

December 31, 2016
Consumer Loans
Residential First Mortgage	$	6	$	—	$	29	$	35
Home equity	1		2		11		14
Other	1		—		—		1
Total Consumer Loans	8		2		40		50
Total Loans	$	8	$	2	$	40	$	50


(1)	Includes performing nonaccrual loans that are less than 90 days delinquent and for which interest cannot be accrued.

At June 30, 2017 , we had $36 million of past due (payment of principal or interest is 30 days past the scheduled payment date) LHFI. Of those past due loans, $30 million loans were nonperforming. At December 31, 2016 , we had $50 million of past due LHFI. Of those past due loans, $40 million loans were nonperforming. The decrease from December 31, 2016 to June 30, 2017 was primarily due to improved asset quality and the sale of nonperforming loans.

Early stage delinquencies remained low with the 30 to 59 days past due loans decreasing to $3 million at June 30, 2017 , compared to $8 million at December 31, 2016 , primarily driven by improved asset quality.

The ratio of nonperforming loans to LHFI decreased to 0.44 percent at June 30, 2017 from 0.67 percent at December 31, 2016 .

Consumer loans. As of June 30, 2017 , nonperforming consumer loans decreased $10 million from December 31, 2016 , primarily due to the sale of nonperforming loans and the continued improvement of our overall credit quality. Net charge-offs in consumer loans totaled less than $1 million and $9 million for the three months ended June 30, 2017 and June 30, 2016 , respectively. Net charge-offs totaled $4 million and $21 million for the six months ended June 30, 2017 and June 30, 2016 , respectively. Included in those amounts were charge-offs of $1 million and $8 million related to the sale or transfer of loans during the six months ended June 30, 2017 and June 30, 2016 , respectively.

Commercial loans. As of June 30, 2017 and December 31, 2016 , there were no nonperforming commercial loans. There were no net charge-offs of commercial loans for the six months ended June 30, 2017 and June 30, 2016 .

Troubled debt restructurings (held-for-investment)

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. The decrease of $27 million in our total TDR loans at June 30, 2017 compared to December 31, 2016 was primarily due to the sale of nonperforming loans during the six months ended June 30, 2017 . Nonperforming TDRs were 55.5 percent and 44.2 percent of total nonperforming loans at June 30, 2017 and December 31, 2016 , respectively.

Nonperforming TDRs are included in nonaccrual loans. TDRs remain in nonperforming status until a borrower has made at least six consecutive months of payments under the modified terms. Performing TDRs are excluded from nonaccrual

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loans because it is reasonably assured that all contractual principal and interest due under the restructured terms will be collected. Within consumer nonperforming loans, residential first mortgage TDRs were 67.7 percent of residential first mortgage nonperforming loans at June 30, 2017 , compared to 37.4 percent at December 31, 2016 .

The following table sets forth a summary of TDRs by performing status and activity during each of the years presented:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Performing
Beginning balance	$	48		$	74		$	67		$	101
Additions	1			2			2			7
Transfer to nonperforming TDR	(1		)	(4		)	(2		)	(6		)
Transfer from nonperforming TDR	—			4			—			5
Principal repayments	(1		)	(1		)	(1		)	(2		)
Reductions (1)	(1		)	(2		)	(20		)	(32		)
Ending balance (2)(3)	$	46		$	73		$	46		$	73
Nonperforming
Beginning balance	$	11		$	27		$	18		$	35
Additions	1			1			2			5
Transfer from performing TDR	1			4			2			6
Transfer to performing TDR	—			(4		)	—			(5		)
Principal repayments	—			(1		)	(1		)	—
Reductions (1)	(1		)	(6		)	(9		)	(20		)
Ending balance (2)(3)	$	12		$	21		$	12		$	21


(1)	Includes loans paid in full or otherwise settled, sold or charged-off.


(2)	Consumer loans include residential first mortgage, home equity and other consumer loans. The ALLL on consumer TDR loans totaled $11 million and $12 million at June 30, 2017 and 2016 .


(3)	There were no commercial TDRs at June 30, 2017 and 2016 .

Allowance for Loan Losses

The ALLL represents management's estimate of probable losses that are inherent in our LHFI portfolio but which have not yet been realized. The consumer loan portfolio includes residential first mortgages, home equity, and other consumer loans. The commercial loan portfolio includes CRE, C&I and warehouse lending. For further information, see Note 4 - Loans Held-for-Investment.

The ALLL as a percentage of LHFI decreased to 2.1 percent as of June 30, 2017 from 2.4 percent as of December 31, 2016 . At June 30, 2017 , we had a 2.5 percent allowance coverage of our consumer loan portfolio. The commercial loan ALLL coverage ratio was 1.7 percent at June 30, 2017 , reflecting the continued growth in the portfolio along with the continued strong quality.

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The following tables set forth certain information regarding the allocation of our ALLL to each loan category:



	June 30, 2017
	Loans Held-for-Investment		Percent of Portfolio		Allowance Amount		Allowance as a Percent of Loan Portfolio
	(Dollars in millions)
Consumer loans
Residential first mortgage	$	2,530	37.4	%	$	56	2.2	%
Home equity	454		6.7	%	19		4.2	%
Other	27		0.4	%	1		3.7	%
Total consumer loans	3,011		44.5	%	76		2.5	%
Commercial loans
Commercial real estate	1,557		23.0	%	37		2.4	%
Commercial and industrial	1,040		15.4	%	21		2.0	%
Warehouse lending	1,155		17.1	%	6		0.5	%
Total commercial loans	3,752		55.5	%	64		1.7	%
Total consumer and commercial loans (1)	$	6,763	100.0	%	$	140	2.1	%


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



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Beginning balance	$	141		$	162		$	142		$	187
Provision (benefit) for loan losses	(1		)	(3		)	2			(16		)
Charge-offs
Consumer loans
Residential first mortgage	(1		)	(8		)	(5		)	(19		)
Home equity	(1		)	(1		)	(1		)	(3		)
Other consumer	—			(1		)	(1		)	(2		)
Total charge offs	(2		)	(10		)	(7		)	(24		)
Recoveries
Consumer loans
Residential first mortgage	1			1			1			1
Home equity	1			—			1			1
Other consumer	—			—			1			1
Total recoveries	2			1			3			3
Charge-offs, net of recoveries	—			(9		)	(4		)	(21		)
Ending balance	$	140		$	150		$	140		$	150
Net charge-off to LHFI ratio (1)	0.04		%	0.62		%	0.15		%	0.74		%
Net charge-off ratio, adjusted (1)(2)	0.02		%	0.18		%	0.02		%	0.44		%


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

(2)

Excludes charge-offs of zero and $2 million related to the transfer and subsequent sale of loans during the three months ended June 30, 2017 and June 30, 2016 , respectively, and $1 million and $8 million related to the sale or transfer of loans during the six months ended June 30, 2017 and June 30, 2016 , respectively. Also excludes charge-offs related to loans with government guarantees of zero and $4 million during the three months ended June 30, 2017 and June 30, 2016 , respectively, and $2 million and $7 million during the six months ended June 30, 2017 and June 30, 2016 , respectively.

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Market Risk

Market risk is the risk of reduced earnings and or declines in the net market value of the balance sheet primarily due to changes in interest rates, currency exchange rates, or equity prices. We do not have any material foreign currency exchange risk or equity price risk. The primary market risk is interest rate risk and results from timing differences in the repricing of our assets and liabilities, changes in the relationships between rate indices, and the potential exercise of explicit or embedded options.

Interest Rate

Interest rate risk is monitored by the ALCO, which is composed of our executive officers and other members of management, in accordance with policies approved by our board of directors. In determining the appropriate level of interest rate risk, the ALCO considers the impact projected interest rate scenarios have on earnings and capital, liquidity, business strategies, and other factors. The ALCO meets monthly or as deemed necessary to review, among other things, the sensitivity of assets and liabilities to interest rate changes, the book and fair values of assets and liabilities, unrealized gains and losses, purchase and sale activity, LHFS and commitments to originate loans, and the maturities of investments, borrowings and time deposits.

Financial instruments used to manage interest rate risk include derivative financial instruments such as interest rate swaps and forward sales commitments. For further information, see Note 8 - Derivative Financial Instruments and Note 17 - Fair Value Measurements. All of our derivatives are accounted for at fair market value. All mortgage loan production originated for sale is accounted for on a fair value basis.

To effectively measure 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. From these simulations, interest rate risk is quantified and appropriate strategies are developed and implemented. Additionally, duration and net interest income sensitivity measures are utilized when they provide added value to the overall interest rate risk management process. The overall interest rate risk position and strategies are reviewed by executive management and the board of directors on an ongoing basis. However, management has the latitude to increase interest rate sensitivity within certain limits if, in management's judgment, the increase will enhance profitability.

Net interest income simulation analysis provides estimated net interest income of the current balance sheet across alternative interest rate scenarios. The net interest income analysis measures the sensitivity of interest sensitive earnings over a 12 month time horizon. The analysis holds the current balance sheet values constant and does not take into account management intervention. The net interest income simulation demonstrates the level of interest rate risk inherent in the existing balance sheet.

The following table is a summary of the changes in our net interest income that are projected to result from hypothetical changes in market interest rates. The interest rate scenarios presented in the table include interest rates as of June 30, 2017 and December 31, 2016 and rates in those periods adjusted by instantaneous parallel rate changes plus or minus 200 basis points. The minus 200 basis point shock scenario is a flattener scenario as rates are floored at zero given the current interest rate levels.



June 30, 2017
Scenario	Net interest income		$ Change			% Change
	(Dollars in millions)
200	$	417	$	24		6.1	%
Constant	393		—			—	%
(200)	337		(56		)	(14.4	)%
December 31, 2016
Scenario	Net interest income		$ Change			% Change
	(Dollars in millions)
200	$	321	$	19		6.3	%
Constant	301		—			—	%
(200)	245		(57		)	(18.9	)%

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At June 30, 2017 , the $92 million increase in the net interest income in the constant scenario as compared to December 31, 2016 was primarily driven by the increased size of the balance sheet.

We have also projected the potential impact to net interest income in a hypothetical interest rate scenario "bear flattener" as of June 30, 2017 . When increasing short-term interest rates instantaneously by 100 basis points and holding the longer term interest rates unchanged, the decrease to net interest income over a 12-month and 24-month period based on our balance sheet as of June 30, 2017 is a loss of $37 million and $48 million, respectively.

In the net interest income simulation, our balance sheet exhibits slight asset sensitivity. When interest rates rise our interest income increases. Conversely when interest rates fall our interest income decreases. The net interest income simulation measures the interest rate risk of the balance sheet over a short period of time, typically 12 months. An additional analysis is completed that measures the interest rate risk over an extended period of time. The EVE analysis provides a fair value of the balance sheet in alternative interest rate scenarios. The EVE analysis does not take into account management intervention and assumes the new rate environment is constant and the change is instantaneous.

The following table is a summary of the changes in our EVE that are projected to result from hypothetical changes in market interest rates. EVE is the market value of assets, less the market value of liabilities, adjusted for the market value of off-balance sheet instruments. The interest rate scenarios presented in the table include interest rates at June 30, 2017 and December 31, 2016 , and are adjusted by instantaneous parallel rate changes upward to 300 basis points and downward to 100 basis points. The scenarios are not comparable due to differences in the interest rate environments, including the absolute level of rates and the shape of the yield curve. Each rate scenario reflects unique prepayment, repricing, and reinvestment assumptions. Management derives these assumptions by considering published market prepayment expectations, the repricing characteristics of individual instruments or groups of similar instruments, our historical experience, and our asset and liability management strategy. Further, this analysis assumes that certain instruments would not be affected by the changes in interest rates or would be partially affected due to the characteristics of the instruments.

Further, as this framework evaluates risks to the current statement of financial condition only, changes to the volumes and pricing of new business opportunities that can be expected in the different interest rate outcomes are not incorporated in this analytical framework. For instance, analysis of our history suggests that declining interest rate levels are associated with higher loan production volumes at higher levels of profitability. While this "natural business hedge" historically offsets most, if not all, of the identified risks associated with declining interest rate scenarios, these factors fall outside of the EVE framework. Further, there can be no assurance that this natural business hedge would positively affect the EVE in the same manner and to the same extent as in the past.

There are limitations inherent in any methodology used to estimate the exposure to changes in market interest rates. It is not possible to fully model the market risk in instruments with leverage, option, or prepayment risks. Also, we are affected by basis risk, which is the difference in repricing characteristics of similar term rate indices. As such, this analysis is not intended to be a precise forecast of the effect a change in market interest rates would have on us.

If EVE increases in any interest rate scenario, that would indicate an increasing direction for the margin in that hypothetical rate scenario. A perfectly matched balance sheet would possess no change in the EVE, no matter what the rate scenario. The following table presents the EVE in the stated interest rate scenarios:



June 30, 2017										December 31, 2016
Scenario	EVE		EVE%		$ Change			% Change		Scenario	EVE		EVE%		$ Change			% Change
	(Dollars in millions)										(Dollars in millions)
300	$	2,391	14.8	%	$	(129	)	(5.1	)%	300	$	1,927	13.9	%	$	(173	)	(8.2	)%
200	2,456		15.2	%	(63		)	(2.5	)%	200	2,005		14.4	%	(95		)	(4.5	)%
100	2,511		15.6	%	(9		)	(0.4	)%	100	2,073		14.9	%	(28		)	(1.3	)%
Current	2,519		15.6	%	—			—	%	Current	2,100		15.1	%	—			—	%
(100)	2,472		15.3	%	(47		)	(1.9	)%	(100)	2,067		14.9	%	(33		)	(1.6	)%

Our balance sheet exhibits sensitivity in a rising interest rate scenario as the EVE decreases. The decrease in EVE is the result of the amount of liabilities that would be expected to reprice exceeding the amount of assets repriced in the up 200 scenario. The December 31, 2016 (100) is 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.

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Mortgage Market Risk

We utilize multiple production channels to originate or acquire mortgage loans on a national scale to generate high returns on equity capital. This helps grow the servicing business and provides stable, low cost funding for the Community Bank segment. We continue to leverage technology to streamline the mortgage origination process, thereby bringing service and convenience to borrowers and correspondents. We also continue to make available to our customers various 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 Mortgage Servicing and the Community Bank segment.

We are a leading national originator of mortgage loans based on our residential first mortgage loan originations. The following table discloses residential first mortgage loan originations by channel, type and mix for each respective period:



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
	(Dollars in millions)
Correspondent	$	6,993	$	6,200	$	11,448	$	10,961
Broker	1,438		1,625		2,479		2,895
Retail	753		496		1,160		808
Total	$	9,184	$	8,321	$	15,087	$	14,664
Purchase originations	$	5,458	$	3,837	$	8,515	$	6,525
Refinance originations	3,726		4,484		6,572		8,139
Total	$	9,184	$	8,321	$	15,087	$	14,664
Conventional	$	4,601	$	4,763	$	7,560	$	8,562
Government	2,431		2,060		4,121		3,585
Jumbo	2,152		1,498		3,406		2,517
Total	$	9,184	$	8,321	$	15,087	$	14,664

Correspondent. In the correspondent channels, an unaffiliated bank or mortgage company completes the loan paperwork 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 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. We have active correspondent relationships with 1,014 companies located in all 50 states, ranking us as the sixth largest correspondent lender.

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. We rank eighth largest in total broker originations with 689 active mortgage broker relationships located in all 50 states.

Retail. In our retail channel, loans are originated through our nationwide network of stand-alone home loan centers. At

June 30, 2017 , we maintained 85 retail locations in 26 states with the Opes acquisition adding 39 locations in 3 states at the time of acquisition. In a direct-to-consumer lending transaction, loans are originated through our Community Bank segment banking centers, our Opes division and from a national direct-to-consumer call center, all 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. Our centralized loan processing provides efficiencies and allows lending sales staff to focus on business development.

The majority of our total loan originations during the six months ended June 30, 2017 represented mortgage loans that were collateralized by residential first mortgages on single-family residences and were eligible for sale to the Agencies. In addition, we originate or purchase residential first mortgage loans, other consumer loans, and commercial loans for our LHFI portfolios. Our revenues include noninterest income from sales of residential first mortgages to the Agencies, net interest income, and revenue from servicing of loans for others.

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Our Mortgage Origination segment provides us with a large number of customer relationships through our servicing of loans sold to the Agencies and those loans we retain. These relationships, along with our banking customer relationships, provide us an opportunity to cross-sell a full line of consumer financial products which include mortgage refinancing, home equity, and other consumer loans.

We primarily utilize borrowings from the FHLB to fund our mortgage LHFS and our warehouse lending portfolio. The FHLB provides funding on a fully collateralized basis to us. Our borrowing capacity with the FHLB is a function of the amount of eligible collateral pledged, which includes residential first mortgage loans, home equity lines of credit, and commercial real estate loans.

Mortgage Servicing

We are a top 10 national mortgage subservicer. The Mortgage Servicing segment services and subservices mortgage 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 mortgages for our own LHFI portfolio in the Community Banking segment for which it earns revenue via an intercompany service fee allocation.

For further information, see Note 7 - Mortgage Servicing Rights.

The following table presents the unpaid principal balance (net of write downs) of residential loans serviced and subserviced and the number of accounts associated with those loans.



	June 30, 2017			December 31, 2016
	Amount		Number of accounts	Amount		Number of accounts
	(Dollars in millions)
Residential loan servicing
Serviced for own loan portfolio (1)	$	7,156	30,875	$	5,816	29,244
Serviced for others	16,144		66,106	31,207		133,270
Subserviced for others (2)	63,991		304,830	43,127		220,075
Total residential loans serviced	$	87,291	401,811	$	80,150	382,589


(1)	Includes LHFI (residential first mortgage and home equity), LHFS (residential first mortgage), loans with government guarantees (residential first mortgage), and repossessed assets.


(2)	Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs. Includes repossessed assets.

Liquidity Risk

Liquidity risk is the risk that we will not have sufficient funds to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects our ability to meet loan requests, 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.

We primarily originate agency-eligible LHFS and therefore the majority of new residential first mortgage loan originations are readily convertible to cash, either by selling them as part of our monthly agency sales, private party whole loan sales, or by pledging them to the FHLB of Indianapolis and borrowing against them. We use the FHLB of Indianapolis as a significant source for funding our residential mortgage banking business due to the flexibility in terms of being able 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 June 30, 2017 and December 31, 2016 , we had no borrowings outstanding against this line of credit.

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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 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.

Our Consolidated Statements of Cash Flows shows cash used in operating activities of $12.0 billion and $5.2 billion for the six months ended June 30, 2017 and 2016 , respectively. This primarily reflects our mortgage operations and is a reflection of the manner in which we execute certain loan sales for which the cash outflow is considered an operating activity and the corresponding cash inflow is considered an investing activity. For the period ending June 30, 2017 , operating cash flows declined primarily due to our election to extend the amount of time we hold mortgage-backed securities related to our LHFS portfolio.

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 term daily cash fluctuations and also to plan and adjust, if necessary, future activities. As a result, in an adverse environment, 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, 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.

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

Parent Company Liquidity

The Company obtains its liquidity from multiple sources, including dividends from the Bank and the issuance of debt and equity securities. The primary uses of the Company's liquidity are debt service and operating expenses. At June 30, 2017 the Company held $128 million of cash at the Bank, or 3.3 years of expense and debt service coverage.

The OCC regulates 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 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, the Bank must receive approval from the FRB before declaring any dividends. Additional restrictions on dividends apply if the Bank fails the QTL test.

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

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Bank Liquidity



	June 30, 2017		December 31, 2016		Change
	(Dollars in millions)
Demand deposit accounts	$	1,230	$	1,134	$	96
Savings accounts	3,916		3,887		29
Money market demand accounts	248		247		1
Certificates of deposit/CDARS	1,153		1,056		97
Total retail deposits	6,547		6,324		223
Government deposits	851		1,030		(179		)
Company controlled deposits	1,297		1,446		(149		)
Total deposits	$	8,695	$	8,800	$	(105	)
Federal Home Loan Bank advances	$	4,870	$	2,980	$	1,890
Other long-term debt	493		493		—
Total borrowed funds	$	5,363	$	3,473	$	1,890

Deposits

We continue to focus on increasing our core deposits which includes demand deposits, savings, and money market accounts that provides a lower cost funding source to the Bank. During the six months ended June 30, 2017 , our core deposits in creased $126 million primarily driven by direct mailing advertising and an increase in commercial demand deposits.

We utilize local governmental agencies, and other public units, as an additional source for deposit funding. As a

Michigan bank, we are not required to hold collateral against our government deposits from Michigan municipalities as they are covered by the Michigan Business and Growth Fund. This results in higher margins earned on these deposits which can be used to fund higher yielding commercial loans. Government deposit accounts include $286 million of certificates of deposit with maturities typically less than one year and $565 million in checking and savings accounts at June 30, 2017 .

Company controlled deposits arise due to our servicing or sub-servicing of loans for others and represent the portion of the investor custodial accounts on deposit with the Bank. Certain deposits require us to reimburse the owner for the spread on these funds. This cost is a component of net loan administration income. During the six months ended June 30, 2017 , these deposits decreased $149 million , primarily due to a decrease in taxes and insurance balances.

We participate in the CDARS program, through which certain customer CDs are exchanged for CDs of similar amounts from other participating banks. This gives customers the potential to receive FDIC insurance up to $50 million. At June 30, 2017 , we had $208 million of total CDs enrolled in the CDARS program. The total CDARS balances decreased $23 million at June 30, 2017 from December 31, 2016 .

FHLB Advances

We rely upon advances from the FHLB as a source of funding for the origination 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 board of directors to apply for advances from the FHLB using approved loan types as collateral. At June 30, 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 June 30, 2017 , we had $4.9 billion of advances outstanding and an additional $798 million of collateralized borrowing capacity available at the FHLB. At June 30, 2017 , we pledged collateral to the Federal Reserve Discount Window amounting to $461 million with a lendable value of $445 million . 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 June 30, 2017 and December 31, 2016 , we had

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no borrowings outstanding against this line of credit.

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 preferred 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 June 30, 2017 , we had no deferred interest payments.

On July 11, 2016, we issued $250 million of 2021 Senior Notes which mature on July 15, 2021. The proceeds from these notes were used to bring current and redeem our outstanding Series C Preferred Stock.

Prior to June 15, 2021, we may redeem some or all of the 2021 Senior Notes at a redemption price equal to the greater of 100 percent of the aggregate principal amount of the 2021 Senior Notes to be redeemed or the sum of the present values of the remaining scheduled payments plus, in each case, accrued and unpaid interest.

For further information, see Note 9 - Borrowings.

Operational Risk

Operational risk is the risk of loss due to human error; inadequate or failed internal systems and controls; violations of, or noncompliance with, laws, rules and regulations, prescribed practices, or ethical standards; and external influences such as market conditions, fraudulent activities, disasters, and security risks. We continuously strive to strengthen 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.

Loans with government guarantees

Substantially all of our loans with government guarantees continue to be insured or guaranteed by the FHA or the U.S. Department of Veterans Affairs and management believes that the reimbursement process is proceeding appropriately. 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. Certain loans within our portfolio may be subject to indemnifications and insurance limits which exposes us to limited credit risk. In the three and six months ended June 30, 2017 , we experienced net charge-offs of less than $1 million and $2 million , respectively, and have reserved for the remaining risks within other assets and as a component of our ALLL on residential first mortgages. These charge-offs arise due to insurance limits on VA insured loans and FHA property foreclosure and preservation requirements that may result in a loss of the guarantee.

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 $3 million and $7 million during the three and six months ended June 30, 2017 , respectively, was primarily due to ongoing refinements in our assumptions to reflect repurchase experience related to recent vintages along with reduction in reserve estimates associated with indemnification agreements with the U.S. Department of Housing and Urban Development.

During the six months ended June 30, 2017 , we had $9 million in Fannie Mae new repurchase demands and $5 million in Freddie Mac new repurchase demands. These amounts are down as compared to the six months ended June 30, 2016 when we had $11 million in Fannie Mae new repurchase demands and $9 million in Freddie Mac new repurchase demands. The total UPB of 2009 and later vintage loans, which are subject to the representation and warranty reserve, sold to Fannie Mae and Freddie Mac was $191 million and $172 million at June 30, 2017 and June 30, 2016 , respectively.

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For further information on Representation and Warranty Reserve, see Note 10 - 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 as an exhibit to our 2016 Form 10-K filed on March 13, 2017.

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.

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 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 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. The fair value of the liability is subject to significant uncertainty and is impacted by forecasted 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 of the likelihood of these outcomes, which may change over time.

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Capital Risk

Under the OCC's capital distribution regulations, a savings bank that is a subsidiary of a savings and loan holding company must either notify or seek approval from the OCC of a capital distribution at least 30 days prior to the declaration of a dividend or the approval by the board of directors of the proposed capital distribution. The 30-day period allows the OCC to determine whether the distribution would not be advisable. Also, under Federal Reserve requirements, the Bank must provide a 30-day notice to the Federal Reserve prior to declaring or paying dividends. In addition, under the Supervisory Agreement, the Company agreed to request prior non-objection of the Federal Reserve to pay dividends or other capital distributions. We seek to manage our capital levels and overall business in a manner which we consider to be prudent and work with our regulators to ensure that our capital levels are appropriate considering our risk profile and evaluation of the capital levels maintained by peer institutions.

In the second quarter 2017 , we paid dividends of $24 million from the Bank 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 Bank to the Bancorp for the foreseeable future.

Regulatory Capital Composition - Transition

The maintenance of appropriate levels of capital is monitored by management on a regular basis. We manage our funding and capital positions by making adjustments to our balance sheet size and composition and hold capital to protect liability holders from the risk of loss.

The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, we must meet specific capital guidelines that involve quantitative measures of our assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. Our capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors. We are currently subject to regulatory capital rules issued by U.S. banking regulators.

Effective January 1, 2015, we became subject to the Basel III rules, which include certain transition provisions. Capital deductions to the Company's MSRs and deferred tax assets are recognized in 20 percent annual increments, and will be fully recognized as of January 1, 2018. When presented on a fully phased-in basis, capital, risk-weighted assets, and the capital ratios assume all regulatory capital adjustments and deductions are fully recognized. At June 30, 2017 , the Company and the Bank were subject to the transitional phase-in limitation on deductions related to MSRs and certain deferred tax assets. The annual incremental change in the deductions due to the increase in the transitional phase-in from 60 percent in 2016 to 80 percent in 2017 reduced our regulatory capital ratios. These transitional phase in amounts increase to 100 percent in 2018.

Effective January 1, 2016, we became subject to the capital conservation buffer under the Basel III rules, subjecting a banking organization to certain limitations on capital distributions and discretionary bonus payments to executive officers if the organization does not maintain a capital conservation buffer above the minimum risk based capital requirements. The capital conservation buffer for 2017 must be greater than 1.25 percent in order to not be subject to limitations. The Company and the Bank had a capital conservation buffer of 7.9 percent and 9.7 percent, respectively, as of June 30, 2017 . When fully phased-in on January 1, 2019, the capital conservation buffer must be greater than 2.5 percent.

Dodd-Frank Act Section 171, commonly known as the Collins Amendment, grandfathered the regulatory capital treatment of hybrid securities, such as trust preferred securities issued prior to May 9, 2010, for banks or holding companies with less than $15 billion in total consolidated assets as of December 31, 2009.

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At June 30, 2017 , we were considered "well-capitalized" for regulatory purposes. The following tables show the regulatory capital ratios as of the dates indicated:



	June 30, 2017				December 31, 2016
	Amount		Ratio		Amount		Ratio
	(Dollars in millions)
Bancorp
Tier 1 leverage (to adjusted avg. total assets)	$	1,408	9.10	%	$	1,256	8.88	%
Total adjusted avg. total asset base (1)	15,468				14,149
Tier 1 capital (to RWA)	$	1,408	14.65	%	$	1,256	15.12	%
Common equity Tier 1 (to RWA)	1,196		12.45	%	1,084		13.06	%
Total capital (to RWA)	1,530		15.92	%	1,363		16.41	%
Risk-weighted asset base (1)	$	9,610			$	8,305



	June 30, 2017				December 31, 2016
	Amount		Ratio		Amount		Ratio
	(Dollars in millions)
Bank
Tier 1 leverage (to adjusted avg. total assets)	$	1,590	10.26	%	$	1,491	10.52	%
Total adjusted avg. total asset base (1)	15,504				14,177
Tier 1 capital (to RWA)	$	1,590	16.49	%	$	1,491	17.90	%
Common equity Tier 1 (to RWA)	1,590		16.49	%	1,491		17.90	%
Total capital (to RWA)	1,712		17.75	%	1,598		19.18	%
Risk-weighted asset base (1)	$	9,645			$	8,332


(1)	Based on adjusted total assets for purposes of Tier 1 leverage capital and RWA for purposes Tier 1, common equity Tier 1, and total risk-based capital.

Our Bancorp Tier 1 leverage ratio increased at June 30, 2017 , compared to December 31, 2016 , primarily as a result of MSR sales and earnings, offset by an increase in the deductions related to DTAs and MSRs due to the change in transitional phase-in limitation from 60 percent at December 31, 2016 to 80 percent at June 30, 2017 .

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 for the Tier 1 leverage ratio, Tier 1 common ratio, Tier 1 risk-based capital ratio, and the Total risk-based capital ratio under all of these scenarios. We are not subject to the Federal Reserve’s Comprehensive Capital Analysis and Review program.

Certain regulatory capital ratios for the Bank and the Company are shown in the following table:



	Regulatory Minimums		Regulatory Minimums to be Well-Capitalized		Bank		Bancorp
June 30, 2017
Basel III Ratios (transitional)
Common equity Tier I capital ratio	4.50	%	6.50	%	16.49	%	12.45	%
Tier I leverage ratio	4.00	%	5.00	%	10.26	%	9.10	%
Basel III Ratios (fully phased-in) (1)
Common equity Tier I capital ratio	4.50	%	6.50	%	15.71	%	11.42	%
Tier I leverage ratio	4.00	%	5.00	%	10.13	%	8.83	%


(1)	Refer to MD&A - Use of Non-GAAP Financial Measures.

The impact under the fully phased in Basel III rules to our Tier 1 leverage ratio is mostly driven by the treatment that MSRs receive under Basel III. Once fully phased in, the Basel III capital rules will significantly reduce the allowable amount of the fair value of MSRs included in Tier 1 capital. At June 30, 2017 , we had $184 million of MSRs, representing 13.1 percent of

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Tier 1 capital. Our ratio of MSRs to Tier 1 capital was 26.7 percent at December 31, 2016 . In the first half of 2017, we have had $256 million in bulk MSR sales. Over the long term, we plan to continue to reduce our MSRs to Tier 1 ratio, taking into consideration market conditions to guide our pace of MSR reduction.

Use of Non-GAAP Financial Measures

In addition to results presented in accordance with GAAP, this report includes non-GAAP financial measures such as the estimated fully implemented Basel III capital levels and ratios and tangible book value per share. 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.



	June 30, 2017			March 31, 2017			December 31, 2016			September 30, 2016			June 30, 2016
	(Dollars in millions)
Nonperforming assets / Tier 1 capital + ALLL
Nonperforming assets	$	39		$	41		$	54		$	55		$	63
Tier 1 capital (to adjusted total assets)	1,408			1,277			1,256			1,225			1,514
Allowance for loan losses	140			141			142			143			150
Tier 1 capital + ALLL	$	1,548		$	1,418		$	1,398		$	1,368		$	1,664
Nonperforming assets / Tier 1 capital + ALLL	2.5		%	2.9		%	3.9		%	4.0		%	3.8		%

Tangible book value per share. The Company believes that tangible book value per share provides a meaningful representation of its operating performance on an ongoing basis. 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.



	June 30, 2017		December 31, 2016		June 30, 2016
	(Dollars in millions, except share data)
Total stock holders' equity	$	1,408	$	1,336	$	1,599
Preferred stock	—		—		267
Goodwill and intangibles	20		—		—
Tangible book value	$	1,388	$	1,336	$	1,332

Number of common shares outstanding	57,161,431		56,824,802		56,575,779
Tangible book value per share	$	24.29	$	23.50	$	23.54

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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. When fully phased-in, Basel III, will increase capital requirements through higher minimum capital levels as well as through increases in risk-weights for certain exposures. Additionally, the final Basel III rules place greater emphasis on common equity. In October 2013, the OCC and Federal Reserve released final rules detailing the U.S. implementation of Basel III and the application of the risk-based and leverage capital rules to top-tier savings and loan holding companies. 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 and on the previous page, 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. The Common Equity Tier 1, Tier 1, Total Capital and Leverage ratios will not be fully phased-in until January 1, 2018 and the Capital Conservation buffer will not be fully phased-in until January 1, 2019. 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.



	Common Equity Tier 1 (to Risk Weighted Assets)			Tier 1 leverage (to adjusted avg. total assets)			Tier 1 Capital (to Risk Weighted Assets			Total Risk-Based Capital (to Risk Weighted Assets)
	(Dollars in millions)
June 30, 2017
Flagstar Bancorp
Regulatory capital – Basel III (transitional) to Basel III (fully phased-in)
Basel III (transitional)	$	1,196		$	1,408		$	1,408		$	1,530
Increased deductions related to deferred tax assets, MSRs, and other capital components	(75		)	(47		)	(47		)	(44		)
Basel III (fully phased-in) capital	$	1,121		$	1,361		$	1,361		$	1,486
Risk-weighted assets – Basel III (transitional) to Basel III (fully phased-in)
Basel III assets (transitional)	$	9,610		$	15,468		$	9,610		$	9,610
Net change in assets	206			(46		)	206			206
Basel III (fully phased-in) assets	$	9,816		$	15,422		$	9,816		$	9,816
Capital ratios
Basel III (transitional)	12.45		%	9.10		%	14.65		%	15.92		%
Basel III (fully phased-in)	11.42		%	8.83		%	13.87		%	15.14		%



	Common Equity Tier 1 (to Risk Weighted Assets)			Tier 1 leverage (to adjusted avg. total assets)			Tier 1 Capital (to Risk Weighted Assets			Total Risk-Based Capital (to Risk-Weighted Assets)
	(Dollars in millions)
June 30, 2017
Flagstar Bank
Regulatory capital – Basel III (transitional) to Basel III (fully phased-in)
Basel III (transitional)	$	1,590		$	1,590		$	1,590		$	1,712
Increased deductions related to deferred tax assets, MSRs, and other capital components	(22		)	(22		)	(22		)	(19		)
Basel III (fully phased-in) capital	$	1,568		$	1,568		$	1,568		$	1,693
Risk-weighted assets – Basel III (transitional) to Basel III (fully phased-in)
Basel III assets (transitional)	$	9,645		$	15,504		$	9,645		$	9,645
Net change in assets	331			(23		)	331			331
Basel III (fully phased-in) assets	$	9,976		$	15,481		$	9,976		$	9,976
Capital ratios
Basel III (transitional)	16.49		%	10.26		%	16.49		%	17.75		%
Basel III (fully phased-in)	15.71		%	10.13		%	15.71		%	16.97		%

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Critical Accounting Estimates

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 in those policies are critical to an understanding of our Consolidated Financial Statements, in Item 1. Financial Statements herein. These policies relate to: (a) the determination of our ALLL; and (b) fair value measurements. We believe the judgment, estimates and assumptions used in the preparation of our Consolidated Financial Statements and the Notes, in Item 1, are appropriate given the factual circumstances at the time. However, given the sensitivity of our Consolidated Financial Statements and the Notes, in Item 1, herein, to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations and/or financial condition. For further information on our critical accounting policies, please refer to our Annual Report on Form 10-K for the year ended December 31, 2016 , which is available on our website, flagstar.com, under the Investor Relations section, or on the website of the Securities and Exchange Commission, at sec.gov.

FORWARD – LOOKING STATEMENTS

Certain statements in this Form 10-Q, 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. may make forward-looking statements in our other documents filed with or furnished to the SEC, and our management 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’s beliefs regarding future events. 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. Actual results and capital and other financial conditions may differ materially from those included in these statements due to 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 of our Annual Report on Form 10-K for the year ended December 31, 2016 and Item 1A to Part II of this Quarterly Report on Form 10-Q, which are incorporated by reference herein, for further information on these and other factors affecting us.

Other than as required under United States securities laws, Flagstar Bancorp does 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.

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Item 1. Financial Statements

Flagstar Bancorp, Inc.

Consolidated Statements of Financial Condition

(In millions, except share data)



	June 30, 2017			December 31, 2016
	(Unaudited)			(Unaudited)
Assets
Cash	$	80		$	84
Interest-earning deposits	103			74
Total cash and cash equivalents	183			158
Investment securities available-for-sale	1,614			1,480
Investment securities held-to-maturity	1,014			1,093
Loans held-for-sale ($4,473 and $3,145 measured at fair value, respectively)	4,506			3,177
Loans held-for-investment ($13 and $72 measured at fair value, respectively)	6,776			6,065
Loans with government guarantees	278			365
Less: allowance for loan losses	(140		)	(142		)
Total loans held-for-investment and loans with government guarantees, net	6,914			6,288
Mortgage servicing rights	184			335
Net deferred tax asset	266			286
Federal Home Loan Bank stock	260			180
Premises and equipment, net	299			275
Other assets	725			781
Total assets	$	15,965		$	14,053
Liabilities and Stockholders’ Equity
Noninterest bearing deposits	$	2,012		$	2,077
Interest bearing deposits	6,683			6,723
Total deposits	8,695			8,800
Short-term Federal Home Loan Bank advances	3,670			1,780
Long-term Federal Home Loan Bank advances	1,200			1,200
Other long-term debt	493			493
Representation and warranty reserve	20			27
Other liabilities ($60 and $60 measured at fair value, respectively)	479			417
Total liabilities	14,557			12,717
Stockholders’ Equity
Common stock $0.01 par value, 80,000,000 and 70,000,000 shares authorized; 57,161,431 and 56,824,802 shares issued and outstanding, respectively	1			1
Additional paid in capital	1,509			1,503
Accumulated other comprehensive loss	(9		)	(7		)
Accumulated deficit	(93		)	(161		)
Total stockholders’ equity	1,408			1,336
Total liabilities and stockholders’ equity	$	15,965		$	14,053

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

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

	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017		2016
	(Unaudited)
Interest Income
Loans	$	108		$	82		$	199	$	166
Investment securities	20			17			39		34
Interest-earning deposits and other	1			—			1		—
Total interest income	129			99			239		200
Interest Expense
Deposits	12			11			24		22
Short-term Federal Home Loan Bank advances and other	9			1			12		3
Long-term Federal Home Loan Bank advances	5			8			11		15
Other long-term debt	6			2			12		4
Total interest expense	32			22			59		44
Net interest income	97			77			180		156
Provision (benefit) for loan losses	(1		)	(3		)	2		(16		)
Net interest income after provision (benefit) for loan losses	98			80			178		172
Noninterest Income
Net gain on loan sales	66			90			114		165
Loan fees and charges	20			19			35		34
Deposit fees and charges	5			6			9		12
Loan administration income	6			4			11		10
Net return (loss) on mortgage servicing rights	6			(4		)	20		(10		)
Representation and warranty benefit	3			4			7		6
Other noninterest income	10			9			20		16
Total noninterest income	116			128			216		233
Noninterest Expense
Compensation and benefits	71			66			143		134
Commissions	16			14			26		24
Occupancy and equipment	25			21			47		43
Loan processing expense	14			15			26		27
Legal and professional expense	8			6			15		15
Other noninterest expense	20			17			37		33
Total noninterest expense	154			139			294		276
Income before income taxes	60			69			100		129
Provision for income taxes	19			22			32		43
Net income	$	41		$	47		$	68	$	86
Net income per share
Basic	$	0.72		$	0.67		$	1.18	$	1.23
Diluted	$	0.71		$	0.66		$	1.16	$	1.21
Weighted average shares outstanding
Basic	57,101,816			56,574,796			57,012,208		56,544,256
Diluted	58,138,938			57,751,230			58,106,070		57,623,081

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

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Flagstar Bancorp, Inc.

Consolidated Statements of Comprehensive Income

(In millions)



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Unaudited)
Net income	$	41		$	47		$	68		$	86
Other comprehensive income (loss), net of tax
Investment securities	2			1			2			16
Derivatives and hedging activities	(5		)	(9		)	(4		)	(37		)
Other comprehensive loss, net of tax	(3		)	(8		)	(2		)	(21		)
Comprehensive income	$	38		$	39		$	66		$	65

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

Flagstar Bancorp, Inc.

Consolidated Statements of Stockholders’ Equity

(In millions, except share data)



	Preferred Stock			Common Stock
	Number of Shares Outstanding	Amount of Preferred Stock		Number of Shares Outstanding	Amount of Common Stock		Additional Paid in Capital		Accumulated Other Comprehensive Income (Loss)			Retained Earnings (Accumulated Deficit)			Total Stockholders’ Equity
Balance at December 31, 2015	266,657	$	267	56,483,258	$	1	$	1,486	$	2		$	(227	)	$	1,529
(Unaudited)
Net income	—	—		—	—		—		—			86			86
Total other comprehensive income (loss)	—	—		—	—		—		(21		)	—			(21		)
Stock-based compensation	—	—		92,521	—		5		—			—			5
Balance at June 30, 2016	266,657	$	267	56,575,779	$	1	$	1,491	$	(19	)	$	(141	)	$	1,599
Balance at December 31, 2016	—	$	—	56,824,802	$	1	$	1,503	$	(7	)	$	(161	)	$	1,336
(Unaudited)
Net income	—	—		—	—		—		—			68			68
Total other comprehensive income (loss)	—	—		—	—		—		(2		)	—			(2		)
Warrant exercise	—	—		154,313	—		4		—			—			4
Stock-based compensation	—	—		182,316	—		2		—			—			2
Balance at June 30, 2017	—	$	—	57,161,431	$	1	$	1,509	$	(9	)	$	(93	)	$	1,408

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

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

	Six Months Ended June 30,
	2017			2016
	(Unaudited)
Operating Activities
Net cash used in operating activities	$	(11,958	)	$	(5,153	)
Investing Activities
Proceeds from sale of AFS securities including loans that have been securitized	$	10,853		$	5,943
Collection of principal on investment securities AFS	106			68
Purchase of investment securities AFS and other	(300		)	(68		)
Collection of principal on investment securities HTM	79			72
Purchase of investment securities HTM and other	—			(15		)
Proceeds received from the sale of LHFI	78			228
Net Origination, purchase, and principal repayments of LHFI	(800		)	(812		)
Purchase of bank owned life insurance	(50		)	(85		)
Net purchase of FHLB stock	(80		)	(2		)
Acquisition of premises and equipment, net of proceeds	(48		)	(25		)
Proceeds from the sale of MSRs	217			21
Other, net	1			9
Net cash provided by investing activities	$	10,056		$	5,334
Financing Activities
Net change in deposit accounts	$	(105	)	$	636
Net change in short term FHLB borrowings and other short term debt	1,890			(1,047		)
Proceeds from long term FHLB advances	—			150
Net receipt of payments of loans serviced for others	128			52
Net receipt (disbursement) of escrow payments	14			4
Net cash provided (used) by financing activities	$	1,927		$	(205	)
Net increase in cash and cash equivalents	25			(24		)
Beginning cash and cash equivalents	158			208
Ending cash and cash equivalents	$	183		$	184
Supplemental disclosure of cash flow information
Non-cash reclassification of loans originated LHFI to LHFS	$	106		$	1,331
Non-cash reclassification of LHFS to AFS securities	$	10,789		$	5,768
MSRs resulting from sale or securitization of loans	$	103		$	122
Operating section supplemental disclosures
Cash proceeds from sales of LHFS	$	3,174		$	9,761
Origination, premium paid and purchase of LHFS, net of principal repayments	$	(14,974	)	$	(14,639	)

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

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Flagstar Bancorp, Inc.

Notes to the Consolidated Financial Statements (Unaudited)

Note 1 - Basis of Presentation

The accompanying financial statements of Flagstar Bancorp, Inc. ("Flagstar," or the "Company"), including its wholly owned principal subsidiary, Flagstar Bank, FSB (the "Bank"), have been prepared using U.S. GAAP for interim financial statements. 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," "our," the "Company" or "Flagstar" will include our wholly-owned subsidiary Flagstar Bank, FSB (the "Bank").

These consolidated financial statements do not include all of the information and footnotes required by GAAP for a full year presentation and certain disclosures have been condensed or omitted in accordance with rules and regulations of the SEC. These interim financial statements are unaudited and include, in our opinion, all adjustments necessary for a fair statement of the results for the periods indicated, which are not necessarily indicative of results which may be expected for the full year. These consolidated financial statements and notes should be read in conjunction with the consolidated financial statements and footnotes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2016 , which is available on our website, at flagstar.com, and on the SEC website, at sec.gov. Certain prior period amounts have been reclassified to conform to the current period presentation.

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Note 2 - Investment Securities

As of June 30, 2017 and December 31, 2016 , investment securities were comprised of the following:



	Amortized Cost		Gross Unrealized Gains		Gross Unrealized Losses			Fair Value
	(Dollars in millions)
June 30, 2017
Available-for-sale securities
Agency - Commercial	$	522	$	1	$	(5	)	$	518
Agency - Residential	1,039		2		(12		)	1,029
Municipal obligations	37		—		—			37
Corporate debt obligations	30		—		—			30
Total available-for-sale securities (1)	$	1,628	$	3	$	(17	)	$	1,614
Held-to-maturity securities
Agency - Commercial	$	559	$	1	$	(5	)	$	555
Agency - Residential	455		1		(3		)	453
Total held-to-maturity securities (1)	$	1,014	$	2	$	(8	)	$	1,008
December 31, 2016
Available-for-sale securities
Agency - Commercial	$	551	$	2	$	(5	)	$	548
Agency - Residential	913		1		(16		)	898
Municipal obligations	34		—		—			34
Total available-for-sale securities (1)	$	1,498	$	3	$	(21	)	$	1,480
Held-to-maturity securities
Agency - Commercial	$	595	$	—	$	(6	)	$	589
Agency - Residential	498		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 June 30, 2017 or December 31, 2016 .

We evaluate AFS and HTM investment securities for other than temporary impairment 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) do not expect to recover the entire amortized cost basis 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 other comprehensive income (loss). During the three and six months ended June 30, 2017 and June 30, 2016 , we had no OTTI losses.

Available-for-sale securities

Securities available-for-sale are carried at fair value, with unrealized gains and losses, to the extent they are temporary in nature, reported as a component of other comprehensive income.

We purchased $77 million and $300 million of AFS securities, which included U.S. government sponsored agency MBS, corporate debt obligations, and municipal obligations during the three and six months ended June 30, 2017 , respectively. We purchased $40 million and $68 million of AFS securities, which included U.S. government sponsored agencies comprised of MBS and municipal obligations during the three and six months ended June 30, 2016 , respectively.

Gains (losses) on sales of AFS securities are reported in other noninterest income in the Consolidated Statements of Operations. We sold $62 million of AFS securities during the three and six months ended June 30, 2017 , which did not include those related to mortgage loans that had been securitized for sale in the normal course of business. These sales resulted in a realized gain of $1 million during both the three and six months ended June 30, 2017 . During both the three and six months ended June 30, 2016 , there were $175 million in sales of AFS securities, which did not include those related to mortgage loans

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that had been securitized for sale in the normal course of business. These sales resulted in a realized gain of $1 million during both the three and six months ended June 30, 2016 .

Held-to-maturity securities

Investment securities HTM are carried at amortized cost and adjusted for amortization of premiums and accretion of discounts using the interest method. Unrealized losses are not recorded to the extent they are temporary in nature.

Transfers of investment securities into the HTM category from the AFS category are accounted for at fair value on the date of transfer. There were no such transfers during both the three and six months ended June 30, 2017 and June 30, 2016 .

There were no purchases of HTM securities during the three and six months ended June 30, 2017 . During the three and six months ended June 30, 2016 , we purchased zero and $15 million of HTM securities, respectively. There were no sales of HTM securities during both the three and six months ended June 30, 2017 and June 30, 2016 .

The following table summarizes, by duration, the unrealized loss positions on investment securities:



	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
	(Dollars in millions)
June 30, 2017
Available-for-sale securities
Agency - Commercial	$	5	1	$	—	$	367	30	$	(5	)
Agency - Residential	—		—	—		611		49	(12		)
Municipal obligations	—		—	—		20		7	—
Corporate debt obligations	—		—	—		3		1	—
Held-to-maturity securities
Agency - Commercial	$	4	1	$	—	$	429	27	$	(5	)
Agency - Residential	—		—	—		356		44	(3		)
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		)

The amortized cost and estimated fair value of securities are presented below by contractual maturity:



	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)
June 30, 2017
Due after one year through five years	$	16	$	16	3.39	%	$	—	$	—	—	%
Due after five years through 10 years	35		35		5.18	%	61		61		2.50	%
Due after 10 years	1,577		1,563		2.30	%	953		947		2.45	%
Total	$	1,628	$	1,614			$	1,014	$	1,008

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We pledge investment securities, primarily agency collateralized and municipal taxable mortgage obligations, to collateralize lines of credit and/or borrowings. At June 30, 2017 , we had pledged investment securities of $1.4 billion compared to $879 million at December 31, 2016 .

Note 3 - Loans Held-for-Sale

The majority of our mortgage loans originated as LHFS are sold into the secondary market by securitizing the loans into agency mortgage backed securities or on a whole loan basis. At June 30, 2017 and December 31, 2016 , LHFS totaled $4.5 billion and $3.2 billion , respectively. For the three and six months ended June 30, 2017 , we had net gains on loan sales associated with LHFS of $66 million and $114 million , respectively, as compared to $85 million and $151 million during the three and six months ended June 30, 2016 , respectively.

At June 30, 2017 and December 31, 2016 , $33 million and $32 million , respectively, of LHFS were recorded at lower of cost or fair value. The remainder of the loans in the portfolio are recorded at fair value as we have elected the fair value option for such loans.

Note 4 - Loans Held-for-Investment

Loans held-for-investment are summarized as follows:



	June 30, 2017		December 31, 2016
	(Dollars in millions)
Consumer loans
Residential first mortgage	$	2,538	$	2,327
Home equity	459		443
Other	27		28
Total consumer loans	3,024		2,798
Commercial loans
Commercial real estate (1)	1,557		1,261
Commercial and industrial	1,040		769
Warehouse lending	1,155		1,237
Total commercial loans	3,752		3,267
Total loans held-for-investment	$	6,776	$	6,065


(1)	Includes $253 million and $245 million of owner occupied commercial real estate loans at June 30, 2017 and December 31, 2016 , respectively.

During the six months ended June 30, 2017 , we sold performing and nonperforming loans with UPB of $103 million , of which $25 million were nonperforming. Upon a change in our intent, the loans were transferred to LHFS and subsequently sold resulting in a gain of $1 million during the six months ended June 30, 2017 , which is recorded in net gain on loan sales on the Consolidated Statements of Operations.

During the six months ended June 30, 2016 , we sold performing and nonperforming loans with UPB totaling $1.3 billion , of which $110 million were nonperforming. Upon a change in our intent, the loans were transferred to LHFS and subsequently sold resulting in a net gain on sale of $12 million , during the six months ended June 30, 2016 , which is recorded in net gain on loan sales on the Consolidated Statements of Operations.

During the six months ended June 30, 2017 , we purchased HELOC loans with an UPB of $75 million . During the six months ended June 30, 2016 , we purchased jumbo residential first mortgage loans with an UPB of $150 million , with a premium of $1 million .

We have pledged certain LHFI, LHFS, and loans with government guarantees to collateralize lines of credit and/or borrowings with the FHLB of Indianapolis and the FRB of Chicago. At June 30, 2017 and December 31, 2016 , we had pledged loans of $6.8 billion and $5.3 billion , respectively.

Allowance for Loan Losses

We determine the estimate of the ALLL on at least a quarterly basis. Refer to Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies to the consolidated financial statements in the Annual Report on

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Form 10-K for the year ended December 31, 2016 , for a description of the methodology. The ALLL, other than for loans that have been identified for individual evaluation for impairment, is determined on a loan pool basis by grouping loan types with common risk characteristics to determine our best estimate of incurred losses.

The changes in ALLL, by class of loan, are summarized in the following table:



	Residential First Mortgage (1)			Home Equity			Other Consumer			Commercial Real Estate		Commercial and Industrial			Warehouse Lending			Total
	(Dollars in millions)
Three Months Ended June 30, 2017
Beginning balance ALLL	$	61		$	21		$	1		$	32	$	20		$	6		$	141
Charge-offs (2)	(1		)	(1		)	—			—		—			—			(2		)
Recoveries	1			1			—			—		—			—			2
Provision (benefit)	(5		)	(2		)	—			5		1			—			(1		)
Ending balance ALLL	$	56		$	19		$	1		$	37	$	21		$	6		$	140
Three Months Ended June 30, 2016
Beginning balance ALLL	$	95		$	30		$	2		$	19	$	10		$	6		$	162
Charge-offs (2)	(8		)	(1		)	(1		)	—		—			—			(10		)
Recoveries	1			—			—			—		—			—			1
Provision (benefit)	(7		)	1			—			—		1			2			(3		)
Ending balance ALLL	$	81		$	30		$	1		$	19	$	11		$	8		$	150

Six Months Ended June 30, 2017
Beginning balance ALLL	$	65		$	24		$	1		$	28	$	17		$	7		$	142
Charge-offs (2)	(5		)	(1		)	(1		)	—		—			—			(7		)
Recoveries	1			1			1			—		—			—			3
Provision (benefit)	(5		)	(5		)	—			9		4			(1		)	2
Ending balance ALLL	$	56		$	19		$	1		$	37	$	21		$	6		$	140
Six Months Ended June 30, 2016
Beginning balance ALLL	$	116		$	32		$	2		$	18	$	13		$	6		$	187
Charge-offs (2)	(19		)	(3		)	(2		)	—		—			—			(24		)
Recoveries	1			1			1			—		—			—			3
Provision (benefit)	(17		)	—			—			1		(2		)	2			(16		)
Ending balance ALLL	$	81		$	30		$	1		$	19	$	11		$	8		$	150


(1)	Includes allowance and charge-offs related to loans with government guarantees.

(2)

Includes charge-offs of zero and $2 million related to the transfer and subsequent sale of loans during the three months ended June 30, 2017 and June 30, 2016 , respectively, and $1 million and $8 million during the six months ended June 30, 2017 and June 30, 2016 , respectively. Also includes charge-offs related to loans with government guarantees of zero and $4 million during the three months ended June 30, 2017 and June 30, 2016 , respectively, and $2 million and $7 million during the six months ended June 30, 2017 and June 30, 2016 , respectively.

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The method of evaluation, by class of loan, is summarized in the following table:



	Residential First Mortgage (1)		Home Equity		Other Consumer		Commercial Real Estate		Commercial and Industrial		Warehouse Lending		Total
	(Dollars in millions)
June 30, 2017
Loans held-for-investment (2)
Individually evaluated	$	35	$	28	$	—	$	—	$	—	$	—	$	63
Collectively evaluated	2,495		426		27		1,557		1,040		1,155		6,700
Total loans	$	2,530	$	454	$	27	$	1,557	$	1,040	$	1,155	$	6,763
Allowance for loan losses (2)
Individually evaluated	$	5	$	8	$	—	$	—	$	—	$	—	$	13
Collectively evaluated	51		11		1		37		21		6		127
Total allowance for loan losses	$	56	$	19	$	1	$	37	$	21	$	6	$	140

December 31, 2016
Loans held-for-investment (2)
Individually evaluated	$	46	$	29	$	—	$	—	$	—	$	—	$	75
Collectively evaluated	2,274		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 evaluated	60		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.

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The following table sets forth the LHFI aging analysis of past due and current loans:



	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)
June 30, 2017
Consumer loans
Residential first mortgage	$	1	$	3	$	25	$	29	$	2,509	$	2,538
Home equity	1		—		5		6		453		459
Other	—		—		—		—		27		27
Total consumer loans	2		3		30		35		2,989		3,024
Commercial loans
Commercial real estate	1		—		—		1		1,556		1,557
Commercial and industrial	—		—		—		—		1,040		1,040
Warehouse lending	—		—		—		—		1,155		1,155
Total commercial loans	1		—		—		1		3,751		3,752
Total loans (2)	$	3	$	3	$	30	$	36	$	6,740	$	6,776
December 31, 2016
Consumer loans
Residential first mortgage	$	6	$	—	$	29	$	35	$	2,292	$	2,327
Home equity	1		2		11		14		429		443
Other	1		—		—		1		27		28
Total consumer loans	8		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 loans 90 days or greater past due and performing nonaccrual loans that are less than 90 days past due.


(2)	Includes $4 million and $13 million of loans 90 days or greater past due, accounted for under the fair value option at June 30, 2017 and December 31, 2016 , respectively.

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 management 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.

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). When a loan is placed on nonaccrual status, the accrued interest income is reversed and may only return to accrual status when principal and interest become current and are anticipated to be fully collectible.

Interest income is recognized on nonaccrual loans using a cash basis method. Interest that would have been accrued on impaired loans totaled less than $1 million and $1 million during the three and six months ended June 30, 2017 , respectively, and less than $1 million and $1 million during the three and six months ended June 30, 2016 , respectively. At June 30, 2017 and December 31, 2016 , we had no loans 90 days past due and still accruing interest.

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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 includes reductions of interest rate, extensions of amortization period, 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 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 nonperforming TDRs.

The following table provides a summary of TDRs by type and performing status:



	TDRs
	Performing		Nonperforming		Total
	(Dollars in millions)
June 30, 2017
Consumer loans (1)
Residential first mortgage	$	19	$	10	$	29
Home equity	27		2		29
Total TDRs (2)	$	46	$	12	$	58
December 31, 2016
Consumer loans (1)
Residential first mortgage	$	22	$	11	$	33
Home equity	45		7		52
Total TDRs (2)	$	67	$	18	$	85


(1)	The ALLL on consumer TDR loans totaled $11 million and $9 million at June 30, 2017 and December 31, 2016 , respectively.


(2)	Includes $3 million and $25 million of TDR loans accounted for under the fair value option at June 30, 2017 and December 31, 2016 , respectively.

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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 in Allowance at Modification
		(Dollars in millions)
Three Months Ended June 30, 2017
Residential first mortgages	6	$	1	$	1	$	—
Home equity (2)	21	1		1		—
Other consumer	1	—		—		—
Total TDR loans	28	$	2	$	2	$	—

Three Months Ended June 30, 2016
Residential first mortgages	3	$	1	$	1	$	—
Home equity (2)(3)	25	2		2		—
Total TDR loans	28	$	3	$	3	$	—

Six Months Ended June 30, 2017
Residential first mortgages	8	$	1	$	1	$	—
Home equity (2)	34	2		2		—
Other consumer	1	—		—		—
Total TDR loans	43	$	3	$	3	$	—

Six Months Ended June 30, 2016
Residential first mortgages	16	$	3	$	4	$	—
Home equity (2)(3)	111	7		6		—
Commercial and industrial	1	2		1		—
Total TDR loans	128	$	12	$	11	$	—


(1)	Post-modification balances include past due amounts that are capitalized at modification date.


(2)	Home equity post-modification unpaid principal balance reflects write downs.


(3)	Includes loans carried at the fair value option.

There was one residential first mortgage loan with a UPB of less than $1 million that was modified in the previous 12 months, which has subsequently defaulted during the three and six months ended June 30, 2017 as compared to one residential first mortgage loan and four home equity loans with a UPB of less than $1 million for each class which subsequently defaulted during the three and six months ended June 30, 2016 . All TDR classes within the consumer and commercial portfolios are considered subsequently defaulted when greater than 90 days past due. There was no increase or decrease in the allowance associated with these TDRs at subsequent default. Subsequent default is defined as a payment re-defaulted within 12 months of the restructuring date.

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Impaired Loans

The following table presents individually evaluated impaired loans and the associated allowance:



	June 30, 2017						December 31, 2016
	Recorded Investment		Net Unpaid Principal Balance		Related Allowance		Recorded Investment		Unpaid Principal Balance		Related Allowance
	(Dollars in millions)
With no related allowance recorded
Consumer loans
Residential first mortgage	$	15	$	16	$	—	$	6	$	6	$	—
Total consumer loans with no related allowance recorded	$	15	$	16	$	—	$	6	$	6	$	—
With an allowance recorded
Consumer loans
Residential first mortgage	$	20	$	19	$	5	$	40	$	40	$	5
Home equity	28		28		8		29		29		8
Total consumer loans with an allowance recorded	$	48	$	47	$	13	$	69	$	69	$	13

Total Impaired Consumer loans
Residential first mortgage	$	35	$	35	$	5	$	46	$	46	$	5
Home equity	28		28		8		29		29		8
Total impaired loans	$	63	$	63	$	13	$	75	$	75	$	13

The following table presents average impaired loans and the interest income recognized:



	Three Months Ended June 30,								Six Months Ended June 30,
	2017				2016				2017				2016
	Average Recorded Investment		Interest Income Recognized		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	$	36	$	—	$	47	$	—	$	39	$	—	$	60	$	1
Home equity	27		—		32		1		27		1		32		1
Commercial loans
Commercial and industrial	—		—		1		—		—		—		3		—
Total impaired loans	$	63	$	—	$	80	$	1	$	66	$	1	$	95	$	2

Credit Quality

We utilize an internal risk rating system which is applied to all consumer and commercial loans. 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 rated assets that exhibit elevated risk characteristics or other factors that deserve management’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'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.

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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. They 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. Nonperforming loans are classified as either substandard, doubtful or loss.

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 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. Because of high probability of loss, non-accrual accounting treatment is required for doubtful assets.

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 worthless asset even though partial recovery may be affected in the future.

Commercial Loans

Management conducts periodic examinations which serve as an independent verification of the accuracy of the ratings assigned. 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 rating for the borrowing relationship.

Consumer Loans

The same rating principles are used for consumer and commercial loans, but the principles are applied differently for consumer loans. Consumer loans consist of open and closed end loans extended to individuals for household, family, and other personal expenditures, and includes consumer 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 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 Substandard.

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	June 30, 2017
	Pass		Watch		Special Mention		Substandard		Total Loans
	(Dollars in millions)
Consumer Loans
Residential First Mortgage	$	2,486	$	26	$	—	$	26	$	2,538
Home equity	428		26		—		5		459
Other Consumer	27		—		—		—		27
Total Consumer Loans	$	2,941	$	52	$	—	$	31	$	3,024

Commercial Loans
Commercial Real Estate	$	1,525	$	24	$	—	$	8	$	1,557
Commercial and Industrial	967		61		—		12		1,040
Warehouse	1,115		40		—		—		1,155
Total Commercial Loans	$	3,607	$	125	$	—	$	20	$	3,752



	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 equity	386		46		—		11		443
Other Consumer	28		—		—		—		28
Total Consumer Loans	$	2,687	$	69	$	—	$	42	$	2,798

Commercial Loans
Commercial Real Estate	$	1,225	$	27	$	3	$	6	$	1,261
Commercial and Industrial	678		59		21		11		769
Warehouse	1,168		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 guarantees are insured or guaranteed by the FHA or the 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 until claimed. Certain loans within our portfolio may be subject to indemnifications and insurance limits which exposes us to limited credit risk. We have reserved for these risks within other assets and as a component of our ALLL on residential first mortgages.

At June 30, 2017 and December 31, 2016 , respectively, loans with government guarantees totaled $278 million and $365 million .

At June 30, 2017 and December 31, 2016 , respectively, repossessed assets and the associated claims recorded in other assets totaled $99 million and $135 million .

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Note 6 - Variable Interest Entities

We have no consolidated VIEs as of June 30, 2017 and December 31, 2016 .

We have a continuing involvement, but are not the primary beneficiary for one unconsolidated VIE related to the FSTAR 2007-1 mortgage securitization trust. In accordance 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 June 30, 2017 and December 31, 2016 , the FSTAR 2007-1 mortgage securitization trust included 2,170 loans and 2,453 loans, respectively, with an aggregate principal balance of $76 million and $89 million , respectively.

Note 7 - 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. The 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 previously 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, See Note 8 - Derivative Financial Instruments, regarding the derivative instruments utilized to manage our MSR risks.

Changes in the carrying value of residential first mortgage MSRs, accounted for at fair value, were as follows:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Balance at beginning of period	$	295		$	281		$	335		$	296
Additions from loans sold with servicing retained	82			65			103			122
Reductions from sales	(191		)	—			(256		)	(24		)
Changes in fair value due to (1)
Decrease in MSR due to payoffs, pay-downs and run-off	(4		)	(15		)	(10		)	(26		)
Changes in estimates of fair value (2)	2			(30		)	12			(67		)
Balance at end of period	$	184		$	301		$	184		$	301


(1)	Changes in fair value are included within net return (loss) on MSRs on the Consolidated Statements of Operations.


(2)	Represents estimated MSR value change resulting primarily from market-driven changes.

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 average of certain significant assumptions used in valuing these assets. The significant assumptions used in the fair value measurement of the MSRs are option adjusted spread and prepayment rate. Significant increases (decreases) in both of these assumptions in isolation would result in a significantly lower (higher) fair value measurement.



	June 30, 2017							December 31, 2016
				Fair value after							Fair value after
	Actual			10% adverse change		20% adverse change		Actual			10% adverse change		20% adverse change
	(Dollars in millions)
Option adjusted spread	6.41		%	$	176	$	172	7.78		%	$	326	$	318
Constant prepayment rate	9.41		%	173		166		16.68		%	322		311
Weighted average annual cost to service per loan	$	70.49		178		176		$	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

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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 fair value disclosures relating to MSRs, see Note 17 - 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 MSRs 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, net of third party subservicing costs, for loans subserviced.

The following table summarizes income and fees associated with contractual servicing rights:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Net return (loss) on mortgage servicing rights
Servicing fees, ancillary income and late fees (1)	$	9		$	21		$	29		$	38
Changes in fair value	(2		)	(45		)	2			(93		)
Net return (loss) on MSR derivatives (2)	5			19			(3		)	45
Net transaction costs	(6		)	1			(8		)	—
Total net return (loss) on mortgage servicing rights	$	6		$	(4	)	$	20		$	(10	)


(1)	Servicing fees are recorded on the 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:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Loan administration income on mortgage loans subserviced
Servicing fees, ancillary income and late fees (1)	$	9		$	7		$	17		$	14
Other servicing charges	(3		)	(3		)	(6		)	(4		)
Total income on mortgage loans subserviced, included in loan administration	$	6		$	4		$	11		$	10


(1)	Servicing fees are recorded on the accrual basis. Ancillary income and late fees are recorded on cash basis.

Note 8 - 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's policy is to present its derivative assets and derivative liabilities on the Consolidated Statement of Financial Condition on a gross basis, even when provisions allowing for setoff 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: We maintain a derivative portfolio of interest rate swaps, futures and forward commitments used to manage exposure to changes in interest rates, 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.

Derivatives designated as hedging instruments: We have designated certain interest rate swaps as cash flow hedges of certain interest rate payments of our variable-rate FHLB advances.

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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 June 30, 2017 , we had $3 million (net-of-tax) of unrealized losses on derivatives designated as cash flow hedges recorded in accumulated other comprehensive income (loss), compared to $1 million of unrealized gains at December 31, 2016 . The estimated amount to be reclassified from other comprehensive income into earnings during the next 12 months represents $4 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. All hedge relationships were and are expected to be highly effective as of June 30, 2017 . Cash flows and the profit impact associated with designated hedges are reported in the same line item as the underlying hedged item.

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The notional amount, estimated fair value and maturity of our derivative financial instruments were as follows:



	June 30, 2017 (1)
	Notional Amount		Fair Value (2)		Expiration Dates
	(Dollars in millions)
Derivatives designated as hedging instruments:
Assets
Interest rate swaps on FHLB advances	$	830	$	2	2023-2026
Derivatives not designated as hedging instruments:
Assets
Futures	$	138	$	—	2018-2022
Mortgage backed securities forwards	5,844		24		2017
Rate lock commitments	4,677		27		2017
Interest rate swaps and swaptions	1,340		15		2017-2027
Total derivative assets	$	11,999	$	66
Liabilities
Futures	$	2,266	$	1	2017-2022
Mortgage backed securities forwards	1,090		4		2017
Rate lock commitments	531		1		2017
Interest rate swaps	779		2		2017-2047
Total derivative liabilities	$	4,666	$	8
	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 forwards	3,776		43		2017
Rate lock commitments	3,517		24		2017
Interest rate swaps and swaptions	2,231		35		2017-2033
Total derivative assets	$	14,145	$	104
Liabilities
Futures	$	134	$	—	2017
Mortgage backed securities forwards	1,893		11		2017
Rate lock commitments	598		6		2017
Interest rate swaps	1,129		37		2017-2047
Total derivative liabilities	$	3,754	$	54


(1)	At June 30, 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.

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The following tables present the derivatives subject to a master netting arrangement, including the cash pledged as collateral:



			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		Gross Amounts Netted in the Statement of Financial Position		Net Amount Presented in the Statement of Financial Position		Financial Instruments		Cash Collateral
	(Dollars in millions)
June 30, 2017
Derivatives designated as hedging instruments:
Assets
Interest rate swaps on FHLB advances (1)	$	2	$	—	$	2	$	—	$	27

Derivatives not designated as hedging instruments:
Assets
Mortgage backed securities forwards	$	24	$	—	$	24	$	—	$	2
Interest rate swaps and swaptions (1)	15		—		15		—		11
Total derivative assets	$	39	$	—	$	39	$	—	$	13

Liabilities
Futures	$	1	$	—	$	1	$	—	$	3
Mortgage backed securities forwards	4		—		4		—		11
Interest rate swaps and swaptions (1)	2		—		2		—		4
Total derivative liabilities	$	7	$	—	$	7	$	—	$	18

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 forwards	43		$	—	43		$	—	44
Interest rate swaps and swaptions (1)	35		—		35		—		30
Total derivative assets	$	80	$	—	$	80	$	—	$	74

Liabilities
Futures	$	—	$	—	$	—	$	—	$	1
Mortgage-backed securities forwards	11		—		11		—		—
Interest rate swaps and swaptions (1)	37		—		37		—		20
Total derivative liabilities	$	48	$	—	$	48	$	—	$	21

(1)

At June 30, 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.

We pledged a total of $18 million of cash collateral on derivative liabilities and $27 million of maintenance margin on derivative assets to counterparties and had an obligation to return cash of $13 million on derivative assets at June 30, 2017 . We pledged a total of $54 million of cash collateral to counterparties and had an obligation to return cash of $74 million at December 31, 2016 for derivative activities. The net cash pledged is included in other assets on the Consolidated Statements of Financial Condition.

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Changes in fair value of derivatives not designated as hedging instruments are recognized in the Consolidated Statements of Income.

The net gain (loss) recognized in income on derivative instruments, net of the impact of offsetting positions, were as follows:



		Three Months Ended June 30,					Six Months Ended June 30,
		2017		2016			2017			2016
		(Dollars in millions)
Derivatives not designated as hedging instruments:	Location of Gain/(Loss)
Futures	Net return (loss) on mortgage servicing rights	$	—	$	1		$	—		$	4
Interest rate swaps and swaptions	Net return (loss) on mortgage servicing rights	3		13			(5		)	28
Mortgage-backed securities forwards	Net return (loss) on mortgage servicing rights	3		5			3			13
Rate lock commitments and forward agency and loan sales	Net gain (loss) on loan sales	41		(6		)	(8		)	(1		)
Rate lock commitments	Other noninterest income	—		—			—			1
Interest rate swaps (1)	Other noninterest income	1		(1		)	1			1
Total derivative gain (loss)		$	48	$	12		$	(9	)	$	46


(1)	Includes customer-initiated commercial interest rate swaps.

Note 9 - Borrowings

Federal Home Loan Bank Advances

The following is a breakdown of our FHLB advances outstanding:



	June 30, 2017				December 31, 2016
	Amount		Rate		Amount		Rate
	(Dollars in millions)
Short-term fixed rate term advances	$	3,670	1.14	%	$	1,780	0.62	%
Total Short-term Federal Home Loan Bank advances	3,670				1,780
Long-term LIBOR adjustable advances	1,025		1.41	%	1,025		1.12	%
Long-term fixed rate advances (1)	175		1.12	%	175		1.12	%
Total Long-term Federal Home Loan Bank advances	1,200				1,200
Total Federal Home Loan Bank advances	$	4,870			$	2,980


(1)	Includes the current portion of fixed rate advances of $175 million and $50 million at June 30, 2017 and December 31, 2016 , respectively.

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 June 30, 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 June 30, 2017 , we had $4.9 billion of advances outstanding and an additional $798 million of collateralized borrowing capacity available at the 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 June 30, 2017 , $1.0 billion of the outstanding advances were long-term adjustable rate, with interest rates that reset every three months and are based on the three -month LIBOR index. The advances may be prepaid without penalty, with notification at scheduled three month intervals after an initial 12 month lockout period which is based on the settlement date of each advance. The outstanding advances included $830 million in a cash flow hedge relationship as discussed in Note 8 - Derivative Financial Instruments.

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The following table contains detailed information on our FHLB advances and other borrowings:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Maximum outstanding at any month end	$	4,870		$	2,646		$	4,870		$	3,557
Average outstanding balance	4,629			2,460			3,830			2,841
Average remaining borrowing capacity	1,042			983			1,356			843
Weighted average interest rate	1.22		%	1.42		%	1.20		%	1.25		%

The following table outlines the maturity dates of our FHLB advances and other borrowings:



	June 30, 2017
	(Dollars in millions)
2017	$	3,720
2018	125
2019	—
2020	—
Thereafter	1,025
Total	$	4,870

Parent Company Senior Notes and Trust Preferred Securities

The following table presents long-term debt, net of debt issuance costs:



	June 30, 2017				December 31, 2016
	Amount		Interest Rate		Amount		Interest Rate
	(Dollars in millions)
Senior Notes
Senior notes, matures 2021	$	246	6.125	%	$	246	6.125	%
Trust Preferred Securities
Floating Three Month LIBOR
Plus 3.25%, matures 2032	$	26	4.55	%	$	26	4.25	%
Plus 3.25%, matures 2033	26		4.41	%	26		4.13	%
Plus 3.25%, matures 2033	26		4.40	%	26		4.25	%
Plus 2.00%, matures 2035	26		3.16	%	26		2.88	%
Plus 2.00%, matures 2035	26		3.16	%	26		2.88	%
Plus 1.75%, matures 2035	51		3.00	%	51		2.71	%
Plus 1.50%, matures 2035	25		2.66	%	25		2.38	%
Plus 1.45%, matures 2037	25		2.70	%	25		2.41	%
Plus 2.50%, matures 2037	16		3.75	%	16		3.46	%
Total Trust Preferred Securities	247				247
Total other long-term debt	$	493			$	493

Senior Notes

On July 11, 2016, we issued $250 million of senior notes (“2021 Senior Notes”) which mature on July 15, 2021. The proceeds from these notes were used to bring dividends current and redeem our outstanding Series C Preferred Stock. 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 2021 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

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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 case accrued and unpaid interest.

Trust Preferred Securities

We sponsor nine trust subsidiaries, which issued preferred stock to third party investors. We issued trust preferred securities to those trusts, which we have included in long-term debt. The trust preferred 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 June 30, 2017, we had no deferred interest.

Note 10 - 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 which 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:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Balance at beginning of period	$	23		$	40		$	27		$	40
Provision (benefit)
Gain on sale reduction for representation and warranty liability	1			1			2			3
Representation and warranty provision (benefit)	(3		)	(4		)	(7		)	(6		)
Total	(2		)	(3		)	(5		)	(3		)
(Charge-offs) recoveries, net	(1		)	(1		)	(2		)	(1		)
Balance at end of period	$	20		$	36		$	20		$	36

Note 11 - Warrants and Restricted Stock Units

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 six months ended June 30, 2017 , a total of 237,627 May Investor Warrants were exercised, resulting in the net issuance of 154,313 shares of Common Stock and the liability amounted to zero . There are no remaining May Investor Warrants outstanding as of June 30, 2017 .

At December 31, 2016 , the liability was $4 million . For further information, see Note 17 - Fair Value Measurements.

TARP Warrant

On January 30, 2009, in conjunction with the sale of 266,657 shares of Series C fixed rate cumulative non-convertible perpetual preferred stock ("Series C Preferred Stock") for $267 million , 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.

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Restricted Stock and Restricted Stock Units

We had stock-based compensation expense of $2 million and $6 million for the three and six months ended June 30, 2017 .

The following table summarizes restricted stock and restricted stock units activity:



	Three Months Ended June 30, 2017				Six Months Ended June 30, 2017
	Shares		Weighted — Average Grant-Date Fair Value per Share		Shares		Weighted — Average Grant-Date Fair Value per Share
Restricted Stock
Non-vested balance at beginning of period	1,465,893		$	18.00	1,461,910		$	17.68
Granted	240,446		29.06		326,338		28.41
Vested	(134,229	)	17.54		(213,941	)	18.96
Canceled and forfeited	(116,783	)	17.85		(118,980	)	17.93
Non-vested balance at end of period	1,455,327		$	19.88	1,455,327		$	19.88

Note 12 - Accumulated Other Comprehensive Income (Loss)

The following table sets forth the components in accumulated other comprehensive income (loss):



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Investment securities
Beginning balance	$	(8	)	$	20		$	(8	)	$	5
Unrealized gain (loss)	2			2			2			26
Less: Tax (benefit) provision	1			1			1			10
Net unrealized gain (loss)	1			1			1			16
Reclassifications out of AOCI (1)	2			—			2			—
Less: Tax (benefit) provision	1			—			1			—
Net unrealized gain (loss) reclassified out of AOCI	1			—			1			—
Other comprehensive income/(loss), net of tax	2			1			2			16
Ending balance	$	(6	)	$	21		$	(6	)	$	21

Cash Flow Hedges
Beginning balance	$	2		$	(31	)	$	1		$	(3	)
Unrealized gain (loss)	(4		)	(15		)	(2		)	(63		)
Less: Tax (benefit) provision	(2		)	(3		)	(1		)	(19		)
Net unrealized gain (loss)	(2		)	(12		)	(1		)	(44		)
Reclassifications out of AOCI (1)	(5		)	3			(5		)	7
Less: Tax (benefit) provision	(2		)	—			(2		)	—
Net unrealized gain (loss) reclassified out of AOCI	(3		)	3			(3		)	7
Other comprehensive income/(loss), net of tax	(5		)	(9		)	(4		)	(37		)
Ending balance	$	(3	)	$	(40	)	$	(3	)	$	(40	)


(1)	Reclassifications are reported in other noninterest income on the Consolidated Statement of Operations.

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Note 13 - Earnings Per Share

Basic earnings per share, excluding dilution, is computed by dividing earnings applicable 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:



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions, except share data)
Net income	$	41		$	47		$	68		$	86
Deferred cumulative preferred stock dividends	—			(8		)	—			(16		)
Net income applicable to common stockholders	$	41		$	39		$	68		$	70
Weighted average shares
Weighted average common shares outstanding	57,101,816			56,574,796			57,012,208			56,544,256
Effect of dilutive securities
May Investor Warrants	—			349,539			24,575			327,307
Stock-based awards	1,037,122			826,895			1,069,287			751,518
Weighted average diluted common shares	58,138,938			57,751,230			58,106,070			57,623,081
Earnings per common share
Basic earnings per common share	$	0.72		$	0.67		$	1.18		$	1.23
Effect of dilutive securities
May Investor Warrants	—			—			—			—
Stock-based awards	(0.01		)	(0.01		)	(0.02		)	(0.02		)
Diluted earnings per common share	$	0.71		$	0.66		$	1.16		$	1.21

Under the terms of the Series C Preferred Stock 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 our Series C Preferred Stock.

N ote 14 - Income Taxes

The provision for income taxes in interim periods requires us to make a best estimate of the effective tax rate expected to be applicable for the full year, adjusted for any discreet items for the applicable period. This estimated effective tax rate is then applied to interim consolidated pre-tax operating income to determine the interim provision for income taxes.



	Three Months Ended June 30,						Six Months Ended June 30,
	2017			2016			2017			2016
	(Dollars in millions)
Provision for income taxes	$	19		$	22		$	32		$	43
Effective tax provision rate	31.8		%	32.7		%	32.3		%	33.4		%

We believe that it is unlikely that our unrecognized tax benefits will change by a material amount during the next 12 months . We recognize interest and penalties related to unrecognized tax benefits in provision for income taxes.

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Note 15 - Regulatory Matters

Regulatory Capital

We, along with the Bank, 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.

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 June 30, 2017 and December 31, 2016 .

The following tables present the regulatory capital ratios as of the dates indicated:



Bancorp	Actual				For Capital Adequacy Purposes				Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in millions)
June 30, 2017
Tangible capital (to adjusted avg. total assets)	$	1,408	9.10	%	N/A		N/A		N/A		N/A
Tier 1 leverage (to adjusted avg. total assets)	1,408		9.10	%	$	619	4.00	%	$	773	5.00	%
Common equity Tier 1 capital (to RWA)	1,196		12.45	%	432		4.50	%	625		6.50	%
Tier 1 capital (to RWA)	1,408		14.65	%	577		6.00	%	769		8.00	%
Total capital (to RWA)	1,530		15.92	%	769		8.00	%	961		10.00	%
December 31, 2016
Tangible capital (to adjusted avg. total assets)	$	1,256	8.88	%	N/A		N/A		N/A		N/A
Tier 1 leverage (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



Bank	Actual				For Capital Adequacy Purposes				Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio		Amount		Ratio		Amount		Ratio
	(Dollars in millions)
June 30, 2017
Tangible capital (to adjusted avg. total assets)	$	1,590	10.26	%	N/A		N/A		N/A		N/A
Tier 1 leverage (to adjusted avg. total assets)	1,590		10.26	%	$	620	4.00	%	$	775	5.00	%
Common equity tier 1 capital (to RWA)	1,590		16.49	%	434		4.50	%	627		6.50	%
Tier 1 capital (to RWA)	1,590		16.49	%	579		6.00	%	772		8.00	%
Total capital (to RWA)	1,712		17.75	%	772		8.00	%	964		10.00	%
December 31, 2016
Tangible capital (to adjusted avg. total assets)	$	1,491	10.52	%	N/A		N/A		N/A		N/A
Tier 1 leverage (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

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Note 16 - 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, 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.

At June 30, 2017, 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 material adverse effect on our financial condition, results of operations or cash flows.

DOJ litigation settlement

In 2012, the Bank entered into a Settlement Agreement with the DOJ 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 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 of 2016; and (c) the Bank’s Tier 1 Leverage Capital Ratio equals 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 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 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.

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. Annual payments must commence twelve months after the date of that business combination.

We elected to account for the DOJ Liability under the fair value option. To determine 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 June 30, 2017 of 9.0 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. The fair value of the DOJ Liability was $60 million at both June 30, 2017 and December 31, 2016 .

Other litigation accruals

At June 30, 2017 and December 31, 2016 , excluding the fair value liability relating to the DOJ litigation settlement, our total accrual for contingent liabilities, settled litigation and regulatory matters was $3 million .

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Commitments

A summary of the contractual amount of significant commitments is as follows:



	June 30, 2017		December 31, 2016
	(Dollars in millions)
Commitments to extend credit
Mortgage loans interest-rate lock commitments	$	5,208	$	4,115
Warehouse loan commitments	1,400		1,670
Commercial and industrial commitments	678		424
Other commercial commitments	814		651
HELOC commitments	217		179
Other consumer commitments	46		57
Standby and commercial letters of credit	44		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. Since 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'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. We enter into mortgage interest-rate lock commitments with our customers. These commitments are considered to be derivative instruments and the fair value of these commitments is recorded in the Consolidated Statements of Financial Condition in other assets. For further information, see Note 8 - 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 commercial commitments. Conditional commitments issued under various terms to lend funds to business and other entities. These commitments include revolving credit agreements, term loan commitments 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. Since 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. C onditional commitments issued to accommodate the financial needs of customers. The commitments are under various terms to lend funds to consumers, which include revolving credit agreements, term loan commitments and short-term borrowing agreements.

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.

We maintain a reserve for the estimate of probable 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

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yet funded, and standby and commercial letters of credit. A reserve balance of $2 million , at June 30, 2017 and $3 million at December 31, 2016 is reflected in other liabilities on the Consolidated Statements of Financial Condition.

Note 17 - 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'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. Refer to Note 22 - Fair Value Measurements to the consolidated financial statements of the Annual Report on Form 10-K for the year ended December 31, 2016 , for a description of our valuation methodologies and information about the fair value hierarchy.

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 to unobservable inputs where no active market exists, as discussed below.

Level 1 - Quoted prices (unadjusted) for identical assets or liabilities in active markets in which we can participate as of the measurement 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; 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.

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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 Statement of Financial Condition and by level in the valuation hierarchy.



	June 30, 2017
	Level 1			Level 2			Level 3			Total Fair Value
	(Dollars in millions)
Investment securities available-for-sale
Agency - Commercial	$	—		$	518		$	—		$	518
Agency - Residential	—			1,029			—			1,029
Municipal obligations	—			37			—			37
Corporate debt obligations	—			30			—			30
Loans held-for-sale
Residential first mortgage loans	—			4,473			—			4,473
Loans held-for-investment
Residential first mortgage loans	—			8			—			8
Home equity	—			—			5			5
Mortgage servicing rights	—			—			184			184
Derivative assets
Rate lock commitments (fallout-adjusted)	—			—			27			27
Mortgage-backed securities forwards	—			24			—			24
Interest rate swaps and swaptions	—			15			—			15
Interest rate swap on FHLB advances (net)	—			2			—			2
Total assets at fair value	$	—		$	6,136		$	216		$	6,352
Derivative liabilities
Rate lock commitments (fallout-adjusted)	$	—		$	—		$	(1	)	$	(1	)
Futures	(1		)	—			—			(1		)
Mortgage backed securities forwards	—			(4		)	—			(4		)
Interest rate swaps	—			(2		)	—			(2		)
DOJ litigation settlement	—			—			(60		)	(60		)
Contingent consideration	—			—			(23		)	(23		)
Total liabilities at fair value	$	(1	)	$	(6	)	$	(84	)	$	(91	)

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. The acquisition resulted in goodwill of $16 million net of the deferred tax impact of the contingent consideration. We deem the initial valuation of the assets and liabilities to be provisional and have left the measurement period open. These fair values may be adjusted in a future period, not to exceed one year after the acquisition date, to reflect new facts and circumstances which existed as of the acquisition date.

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	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
Futures	2		—			—			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 six months ended June 30, 2017 .

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Fair Value Measurements Using Significant Unobservable Inputs

The tables below 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:



				Recorded in Earnings					Recorded in OCI
	Balance at Beginning of Period			Total Unrealized Gains / (Losses)			Total Realized Gains / (Losses)		Total Unrealized Gains / (Losses)		Purchases / Originations			Sales			Settlements			Transfers In (Out)			Balance at End of Period
	(Dollars in millions)
Three Months Ended June 30, 2017
Assets
Loans held-for-sale
Home equity	$	53		$	—		$	—	$	—	$	—		$	(52	)	$	(1	)	$	—		$	—
Loans held-for-investment
Home equity	5			—			—		—		—			—			—			—			5
Mortgage servicing rights	295			(2		)	—		—		82			(191		)	—			—			184
Rate lock commitments (net) (1)	41			18			—		—		64			—			—			(97		)	26
Totals	$	394		$	16		$	—	$	—	$	146		$	(243	)	$	(1	)	$	(97	)	$	215
Liabilities
DOJ litigation settlement	$	(60	)	$	—		$	—	$	—	$	—		$	—		$	—		$	—		$	(60	)
Contingent consideration	—			—			—		—		(23		)	—			—			—			(23		)
Totals	$	(60	)	$	—		$	—	$	—	$	(23	)	$	—		$	—		$	—		$	(83	)
Three Months Ended June 30, 2016
Assets
Loans held-for-investment
Home equity	$	95		$	(3	)	$	—	$	—	$	—		$	—		$	(10	)	$	—		$	82
Mortgage servicing rights	281			(44		)	—		—		64			—			—			—			301
Rate lock commitments (net) (1)	61			58			—		—		90			—			—			(126		)	83
Totals	$	437		$	11		$	—	$	—	$	154		$	—		$	(10	)	$	(126	)	$	466
Liabilities
DOJ litigation settlement	$	(84	)	$	—		$	—	$	—	$	—		$	—		$	—		$	—		$	(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.

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				Recorded in Earnings					Recorded in OCI
	Balance at Beginning of Period			Total Unrealized Gains / (Losses)			Total Realized Gains / (Losses)		Total Unrealized Gains / (Losses)		Purchases / Originations			Sales			Settlements			Transfers In (Out)			Balance at End of Period
	(Dollars in millions)
Six Months Ended June 30, 2017
Assets
Loans held-for-sale
Home equity	$	—		$	1		$	—	$	—	$	—		$	(52	)	$	(1	)	$	52		$	—
Loans held-for-investment
Home equity	65			1			—		—		—			—			(6		)	(55		)	5
Mortgage servicing rights	335			2			—		—		103			(256		)	—			—			184
Rate lock commitments (net) (1)	18			34			—		—		117			—			—			(143		)	26
Totals	$	418		$	38		$	—	$	—	$	220		$	(308	)	$	(7	)	$	(146	)	$	215
Liabilities
DOJ litigation settlement	$	(60	)	$	—		$	—	$	—	$	—		$	—		$	—		$	—		$	(60	)
Contingent consideration	—			—			—		—		(23		)	—			—			—			(23		)
Totals	$	(60	)	$	—		$	—	$	—	$	(23	)	$	—		$	—		$	—		$	(83	)
Six Months Ended June 30, 2016
Assets
Loans held-for-investment
Home equity	$	106		$	(2	)	$	—	$	—	$	—		$	—		$	(22	)	$	—		$	82
Mortgage servicing rights	296			(92		)	—		—		121			(24		)	—			—			301
Rate lock commitments (net) (1)	26			120			—		—		157			—			—			(220		)	83
Totals	$	428		$	26		$	—	$	—	$	278		$	(24	)	$	(22	)	$	(220	)	$	466
Liabilities
DOJ litigation settlement	$	(84	)	$	—		$	—	$	—	$	—		$	—		$	—		$	—		$	(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.

We utilized swaptions futures, forward agency and loan sales and interest rate swaps to manage the risk associated with MSRs 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.

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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)
June 30, 2017
Assets
Loans held-for-investment
Home equity	$	5	Discounted cash flows	Discount rate Constant prepayment rate Constant default rate	5.8% - 10.8% (9.0%) 5.0% - 7.5% (6.3%) 3.0% - 4.5% (3.4%)
Mortgage servicing rights	$	184	Discounted cash flows	Option adjusted spread Constant prepayment rate Weighted average cost to service per loan	5.2% - 7.7% (6.4%) 7.6% - 11.2% (9.4%) $56 - $82 ($70)
Rate lock commitments (net)	$	26	Consensus pricing	Origination pull-through rate	66.6% - 100.0% (83.3%)
Liabilities
DOJ litigation settlement	$	60	Discounted cash flows	Discount rate Asset growth rate	7.2% - 10.8% (9.0%) 1.0% - 18.1% (3.7%)
Contingent consideration	$	23	Discounted cash flows	Beta Equity volatility	0.6 - 1.6 (1.1) 26.6% - 58.9% (40.0%)



	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
	(Dollars in millions)
December 31, 2016
Assets
Loans held-for-investment
Home equity	$	65	Discounted cash flows	Discount rate Constant prepayment rate Constant default rate	6.0% - 12.2% (9.3%) 16.3% - 24.4% (20.3%) 2.7% - 4.1% (3.7%)
Mortgage servicing rights	$	335	Discounted cash flows	Option adjusted spread Constant prepayment rate Weighted average cost to service per loan	6.2% - 9.3% (7.8%) 13.9% - 19.2% (16.7%) $55 - $82 ($68)
Rate lock commitments (net)	$	18	Consensus pricing	Origination pull-through rate	66.9% - 100.0% (83.6%)
Liabilities
DOJ litigation settlement	$	60	Discounted cash flows	Discount rate Asset growth rate	6.6% - 9.8% (8.2%) 4.2% - 11.6% (7.9%)

Recurring Significant Unobservable Inputs

The 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.

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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. Additionally, the key economic assumptions used in determining the changes in fair value of MSRs capitalized were as follows:



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
Weighted average life (in years)	6.1		7.0		6.2		7.0
Weighted average constant prepayment rate	9.8	%	13.3	%	10.1	%	13.5	%
Weighted average option adjusted spread	6.0	%	8.9	%	6.9	%	8.2	%

The key economic assumptions reflected in the overall fair value of the entire portfolio of MSRs were as follows:



	June 30, 2017		December 31, 2016
Weighted average life (in years)	6.2		6.6
Weighted average constant prepayment rate	9.4	%	16.7	%
Weighted average option adjusted spread	6.4	%	7.8	%

The significant unobservable input used in the fair value measurement of the DOJ litigation settlement is the discount rate and asset growth rate, in addition to those discussed in Note 16 - Legal Proceedings, Contingencies and Commitments. Significant increases (decreases) in the discount rate or asset growth rate in isolation would result in a marginally lower (higher) fair value measurement. For further information on the fair value inputs related to the DOJ litigation, see Note 16 - Legal Proceedings, Contingencies, and 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 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.

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.

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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. Assets measured at fair value on a nonrecurring basis were as follows:



	Total (1)		Level 2		Level 3		Gains/(Losses)
	(Dollars in millions)
June 30, 2017
Loans held-for-sale (2)	$	9	$	9	$	—	$	(1	)
Impaired loans held-for-investment (2)
Residential first mortgage loans	21		—		21		(4		)
Repossessed assets (3)	9		—		9		—
Totals	$	39	$	9	$	30	$	(5	)
December 31, 2016
Loans held-for-sale (2)	$	9	$	9	$	—	$	(2	)
Impaired loans held-for-investment (2)
Residential first mortgage loans	25		—		25		(28		)
Repossessed assets (3)	14		—		14		(2		)
Totals	$	48	$	9	$	39	$	(32	)


(1)	The fair values are determined at various dates during the six months ended June 30, 2017 and the year ended December 31, 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.

The following tables present the quantitative information about nonrecurring level 3 fair value financial instruments and the fair value measurements:



	Fair Value		Valuation Technique	Unobservable Input	Range (Weighted Average)
	(Dollars in millions)
June 30, 2017
Impaired loans held-for-investment
Residential first mortgage loans	$	21	Fair value of collateral	Loss severity discount	27% - 29% (28.0%)
Repossessed assets	$	9	Fair value of collateral	Loss severity discount	12% - 100% (73.8%)
December 31, 2016
Impaired loans held-for-investment
Residential first mortgage loans	$	25	Fair value of collateral	Loss severity discount	22% - 40% (29.5%)
Repossessed assets	$	14	Fair value of collateral	Loss severity discount	22% - 100% (69.5%)

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.

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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:



	June 30, 2017
				Estimated Fair Value
	Carrying Value			Total			Level 1			Level 2			Level 3
	(Dollars in millions)
Assets
Cash and cash equivalents	$	183		$	183		$	183		$	—		$	—
Investment securities available-for-sale	1,614			1,614			—			1,614			—
Investment securities held-to-maturity	1,014			1,008			—			1,008			—
Loans held-for-sale	4,506			4,674			—			4,674			—
Loans held-for-investment	6,776			6,867			—			8			6,859
Loans with government guarantees	278			269			—			269			—
Mortgage servicing rights	184			184			—			—			184
Federal Home Loan Bank stock	260			260			—			260			—
Bank owned life insurance	325			325			—			325			—
Repossessed assets	9			9			—			—			9
Other assets, foreclosure claims	99			99			—			99			—
Derivative financial instruments, assets	68			68			—			41			27
Liabilities
Retail deposits
Demand deposits and savings accounts	$	(5,394	)	$	(4,998	)	$	—		$	(4,998	)	$	—
Certificates of deposit	(1,153		)	(1,159		)	—			(1,159		)	—
Government deposits	(851		)	(834		)	—			(834		)	—
Company controlled deposits	(1,297		)	(994		)	—			(994		)	—
Federal Home Loan Bank advances	(4,870		)	(4,856		)	—			(4,856		)	—
Long-term debt	(493		)	(382		)	—			(382		)	—
DOJ litigation settlement	(60		)	(60		)	—			—			(60		)
Contingent consideration	(23		)	(23		)	—			—			(23		)
Derivative financial instruments, liabilities	(8		)	(8		)	(1		)	(6		)	(1		)

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	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-sale	1,480			1,480			—			1,480			—
Investment securities held-to-maturity	1,093			1,084			—			1,084			—
Loans held-for-sale	3,177			3,178			—			3,178			—
Loans held-for-investment	6,065			5,998			—			7			5,991
Loans with government guarantees	365			354			—			354			—
Mortgage servicing rights	335			335			—			—			335
Federal Home Loan Bank stock	180			180			—			180			—
Bank owned life insurance	271			271			—			271			—
Repossessed assets	14			14			—			—			14
Other assets, foreclosure claims	135			135			—			135			—
Derivative financial instruments, assets	123			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.

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Other assets, foreclosure claims. The fair value of foreclosure claims with government guarantees approximates the carrying amount.

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 between accounting losses and 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:



	Three Months Ended June 30,				Six Months Ended June 30,
	2017		2016		2017		2016
	(Dollars in millions)
Assets
Loans held-for-sale
Net gain on loan sales	$	115	$	145	$	168	$	289
Loans held-for-investment
Other non-interest income	$	—	$	2	$	1	$	2

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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:



	June 30, 2017									December 31, 2016
	Unpaid Principal Balance			Fair Value			Fair Value Over / (Under) Unpaid Principal Balance			Unpaid Principal Balance			Fair Value			Fair Value Over / (Under) Unpaid Principal Balance
	(Dollars in millions)
Assets
Nonaccrual loans
Loans held-for-sale	$	4		$	3		$	(1	)	$	2		$	2		$	—
Loans held-for-investment	6			4			(2		)	19			13			(6		)
Total nonaccrual loans	$	10		$	7		$	(3	)	$	21		$	15		$	(6	)
Other performing loans
Loans held-for-sale	$	4,327		$	4,470		$	143		$	3,103		$	3,143		$	40
Loans held-for-investment	10			9			(1		)	72			59			(13		)
Total other performing loans	$	4,337		$	4,479		$	142		$	3,175		$	3,202		$	27
Total loans
Loans held-for-sale	$	4,331		$	4,473		$	142		$	3,105		$	3,145		$	40
Loans held-for-investment	16			13			(3		)	91			72			(19		)
Total loans	$	4,347		$	4,486		$	139		$	3,196		$	3,217		$	21
Liabilities
Litigation settlement (1)	$	(118	)	$	(60	)	$	58		$	(118	)	$	(60	)	$	58


(1)	We are obligated to pay $118 million in installment payments upon meeting certain performance conditions, as described in Note 16 - Legal Proceedings, Contingencies and Commitments.

Note 18 - Segment Information

Our operations are conducted through three 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 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. 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.

Effective January 1, 2017, activity related to Loans with Government Guarantees, was moved from the Mortgage Servicing segment to the Mortgage Originations segment and we began to allocate the tax provision at a segment level. Prior to this change, the tax provision was reflected in the Other segment. The statutory federal tax rate is used for Community Banking, Mortgage Originations, and Mortgage Servicing segments with the difference between the statutory rate and the effective tax rate held in the Other segment. 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, Warehouse Lending and LHFI Portfolio groups. 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.

The Mortgage Originations segment originates, acquires and sells one-to-four family residential mortgage loans. The origination and acquisition of mortgage loans comprises the majority of the lending activity. Mortgage loans are originated

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through home loan centers, national call centers, the Internet and unaffiliated banks and mortgage banking and brokerage companies, where the net interest income and the gains from sales associated with these loans are recognized in the Mortgage Originations segment.

The Mortgage Servicing segment services and subservices mortgage loans, on a fee basis, for others. Also, the Mortgage Servicing segment services, on a fee basis, residential LHFI mortgages held by the Community Banking segment and MSRs held by the Mortgage Originations segment. The Mortgage Servicing segment may also collect ancillary fees, such as late fees, and earns income through the use of noninterest-bearing escrows.

The Other segment includes the treasury functions, funding revenue associated with stockholders' equity, the impact 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 allocated to the Mortgage Originations, Mortgage Servicing or Community Banking operating segments.

Revenues are comprised of net interest income (before the provision (benefit) for loan losses) and noninterest income. Noninterest expenses and provision (benefit) for income taxes, are fully allocated to each operating 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.

The following tables present financial information by business segment for the periods indicated:



	Three Months Ended June 30, 2017
	Community Banking			Mortgage Originations			Mortgage Servicing			Other			Total
	(Dollars in millions)
Summary of Operations
Net interest income	$	57		$	32		$	4		$	4		$	97
Net gain (loss) on loan sales	(1		)	67			—			—			66
Representation and warranty benefit	—			3			—			—			3
Other noninterest income	6			21			15			5			47
Total net interest income and noninterest income	62			123			19			9			213
(Provision) benefit for loan losses	—			—			—			1			1
Depreciation and amortization expense	(2		)	(1		)	(1		)	(5		)	(9		)
Other noninterest expense	(45		)	(75		)	(24		)	(1		)	(145		)
Total noninterest expense	(47		)	(76		)	(25		)	(6		)	(154		)
Income (loss) before income taxes	15			47			(6		)	4			60
Provision (benefit) for income taxes	5			17			(3		)	—			19
Net income (loss)	$	10		$	30		$	(3	)	$	4		$	41
Intersegment revenue	$	—		$	1		$	3		$	(4	)	$	—

Average balances
Loans held-for-sale	$	15		$	4,254		$	—		$	—		$	4,269
Loans with government guarantees	—			295			—			—			295
Loans held-for-investment	6,188			7			—			29			6,224
Total assets	6,255			5,562			39			3,854			15,710
Deposits	7,362			—			1,377			—			8,739

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	Three Months Ended June 30, 2016
	Community Banking			Mortgage Originations			Mortgage Servicing			Other			Total
	(Dollars in millions)
Summary of Operations
Net interest income	$	49		$	21		$	6		$	1		$	77
Net gain (loss) on loan sales	3			87			—			—			90
Representation and warranty benefit	—			4			—			—			4
Other noninterest income	6			9			13			6			34
Total net interest income and noninterest income	58			121			19			7			205
(Provision) benefit for loan losses	3			—			—			—			3
Depreciation and amortization expense	(2		)	(1		)	(1		)	(4		)	(8		)
Other noninterest expense	(45		)	(62		)	(21		)	(3		)	(131		)
Total noninterest expense	(47		)	(63		)	(22		)	(7		)	(139		)
Income (loss) before income taxes	14			58			(3		)	—			69
Provision (benefit) for income taxes	5			20			(1		)	(2		)	22
Net income (loss)	$	9		$	38		$	(2	)	$	2		$	47
Intersegment revenue	$	—		$	—		$	6		$	(6	)	$	—

Average balances
Loans held-for-sale	$	56		$	2,828		$	—		$	—		$	2,884
Loans with government guarantees	—			444			—			—			444
Loans held-for-investment	5,566			3			—			—			5,569
Total assets	5,653			4,109			40			3,636			13,438
Deposits	7,073			—			1,558			—			8,631

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	Six Months Ended June 30, 2017
	Community Banking			Mortgage Originations			Mortgage Servicing			Other			Total
	(Dollars in millions)
Summary of Operations
Net interest income	$	108		$	62		$	9		$	1		$	180
Net gain (loss) on loan sales	(3		)	117			—			—			114
Representation and warranty benefit	—			7			—			—			7
Other noninterest income	14			43			29			9			95
Total net interest income and noninterest income	119			229			38			10			396
(Provision) benefit for loan losses	(2		)	(2		)	—			2			(2		)
Depreciation and amortization expense	(4		)	(3		)	(2		)	(9		)	(18		)
Other noninterest expense	(89		)	(137		)	(49		)	(1		)	(276		)
Total noninterest expense	(93		)	(140		)	(51		)	(10		)	(294		)
Income (loss) before income taxes	24			87			(13		)	2			100
Provision (benefit) for income taxes	8			31			(5		)	(2		)	32
Net income (loss)	$	16		$	56		$	(8	)	$	4		$	68
Intersegment revenue	$	(1	)	$	1		$	9		$	(9	)	$	—

Average balances
Loans held-for-sale	$	18		$	3,762		$	—		$	—		$	3,780
Loans with government guarantees	—			318			—			—			318
Loans held-for-investment	5,898			6			—			29			5,933
Total assets	5,966			5,085			40			3,790			14,881
Deposits	7,408			—			1,359			—			8,767

	Six Months Ended June 30, 2016
	Community Banking			Mortgage Originations			Mortgage Servicing			Other			Total
	(Dollars in millions)
Summary of Operations
Net interest income	$	96		$	43		$	10		$	7		$	156
Net gain (loss) on loan sales	9			156			—			—			165
Representation and warranty benefit	—			6			—			—			6
Other noninterest income	13			11			28			10			62
Total net interest income and noninterest income	118			216			38			17			389
(Provision) benefit for loan losses	16			—			—			—			16
Depreciation and amortization expense	(4		)	(2		)	(2		)	(7		)	(15		)
Other noninterest expense	(88		)	(122		)	(45		)	(6		)	(261		)
Total noninterest expense	(92		)	(124		)	(47		)	(13		)	(276		)
Income (loss) before income taxes	42			92			(9		)	4			129
Provision (benefit) for income taxes	15			32			(3		)	(1		)	43
Net income (loss)	$	27		$	60		$	(6	)	$	5		$	86
Intersegment revenue	$	(1	)	$	—		$	12		$	(11	)	$	—

Average balances
Loans held-for-sale	$	117		$	2,780		$	—		$	—		$	2,897
Loans with government guarantees	—			460			—			—			460
Loans held-for-investment	5,611			7			—			—			5,618
Total assets	5,745			4,071			41			3,634			13,491
Deposits	6,984			—			1,357			—			8,341

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Note 19 - 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:



Standard	Description	Effective Date
ASU 2016-17	Consolidation (Topic 810): Interests Held Through Related Parties That are Under Common Control	January 1, 2017
ASU 2016-09	Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting	January 1, 2017
ASU 2016-07	Investments - Equity Method and Joint Ventures (Topic 323): Simplifying the Transition to the Equity Method of Accounting	January 1, 2017
ASU 2016-06	Derivatives and Hedging (Topic 815): Contingent Put and Call Options in Debt Instruments	January 1, 2017
ASU 2016-05	Derivatives and Hedging (Topic 815): Effect of Derivative Contract Novations on Existing Hedge Relationships	January 1, 2017

Accounting Standards Issued But Not Yet Adopted

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

Credit Losses - In June 2016, the FASB issued ASU 2016-13, Financial Instruments - Credit Losses (Topic 326). The ASU alters the current method for recognizing credit losses within the reserve account. Currently, an institution uses the incurred loss method, the new guidance requires financial assets to be presented at the net amount expected to be collected (i.e., net of expected credit losses). The measurement of 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. ASU 2016-13 is effective for fiscal years beginning after December 15, 2019. We have established an internal steering committee to lead the implementation efforts. 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 evaluating the impact adoption of the guidance will have on our Consolidated Financial Statements, and highlight that any impact will be contingent upon the underlying characteristics 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 have a material impact on 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.

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 has voted to approve a year deferral of the effective date from January 1, 2017 to January 1, 2018. In April 2016, the FASB clarified the following two aspects: identifying performance obligations and the licensing implementation guidance, while retaining the related principles for those areas. In May 2016, the FASB issued ASU 2016-12 Revenue from Contracts with Customers (Topic 606): Narrow-Scope Improvements and Practical Expedients, to provide a limited number of changes to its revenue recognition standard. The amendments clarify the assessment of the likelihood that revenue will be collected from a contract, the guidance for presenting sales taxes and similar taxes, and the timing for measuring customer payments that are not in cash. The amendment also specifies that a contract should be considered complete if all, or substantially all, of its revenue has been collected prior to making the transition to the new standard. In addition, the update clarifies the disclosure requirements for transition to the new standard by adjusting amounts from prior reporting periods. In December 2016, the FASB issued ASU 2016-20 Technical Corrections and Improvement to Topic 606, Revenue from Contracts with Customers. We expect to implement the revenue recognition guidance in the first quarter of 2018 utilizing the cumulative-effect approach. Our

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implementation of the guidance will include creation of an inventory of revenue contracts and assessing whether the recognition of revenue associated with each contract will be impacted by the new guidance, particularly related to certain fees. Lease contracts and financial instruments, which include loans and securities, are excluded from the scope of this standard. Therefore, we do not anticipate the implementation of the revenue recognition guidance to have a material impact on our Consolidated Financial Statements. The initial scoping has been completed and the amount of in scope revenue is limited, such that we do not expect implementation of the revenue recognition guidance to have a material impact on our Consolidated Financial Statements or associated disclosures.

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:



Standard	Description	Effective Date
ASU 2017-11	Earnings 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 2017-10	Service Concession Arrangements (Topic 853): Determining the Customer of the Operation Services (a consensus of the FASB Emerging Issues Task Force)	January 1, 2018
ASU 2017-09	Update 2017-09—Compensation—Stock Compensation (Topic 718): Scope of Modification Accounting	January 1, 2018
ASU 2017-08	Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities	January 1, 2019
ASU 2017-07	Compensation - Retirement Benefits (Topic 715): Improving the Presentation of Net Periodic Pension Cost and Net Periodic Postretirement Benefit Cost	January 1, 2018
ASU 2017-06	Plan 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 Reporting	January 1, 2019
ASU 2017-05	Other 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 Assets	January 1, 2018
ASU 2017-04	Intangibles - Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment	January 1, 2020
ASU 2017-01	Business Combinations (Topic 805): Clarifying the Definition of a Business	January 1, 2018
ASU 2016-18	Statement of Cash Flows (Topic 230): Restricted Cash	January 1, 2018
ASU 2016-16	Income Taxes (Topic 740): Intra-Entity Transfers of Assets Other Than Inventory	January 1, 2018
ASU 2016-15	Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments	January 1, 2018
ASU 2016-04	Liabilities - Extinguishment of Liabilities (Subtopic 504-20): Recognition of Breakage for Certain Prepaid Stored-Value Products	January 1, 2018
ASU 2016-01	Financial Instruments - Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities	January 1, 2018

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

A discussion regarding our management of market risk is included in "Market Risk" in this report in "Management’s Discussion and Analysis of Financial Condition and Results of Operations" which is incorporated herein by reference.

Item 4. Controls and Procedures

(a)

Evaluation of Disclosure Controls and Procedures. As of June 30, 2017 , pursuant to Rule 13a-15(b) of the Securities Exchange Act of 1934, as amended ("Exchange Act"), an evaluation was performed by the Company’s management, including our principal executive and financial officers, regarding the design and effectiveness of our disclosure controls and procedures. Based upon that evaluation, the principal executive and financial officers have concluded that our current disclosure controls and procedures were effective to ensure that information required to be disclosed by the Company in the reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported, within the time periods specified in the Commission's rules and forms as of June 30, 2017 .


(b)	Changes in Internal Controls. There have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(d) of the Exchange Act) during the three months ended June 30, 2017 , that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

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PART II

Item 1. Legal Proceedings

From time to time, the Company is party to legal proceedings incidental to its business. For further information, see Note 16 - Legal Proceedings, Contingencies and Commitments.

Item 1A. Risk Factors

The Company believes that there have been no material changes to the risk factors previously disclosed in response to Item 1A to Part I of our Annual Report on Form 10-K for the fiscal year ended December 31, 2016 .

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Sale of Unregistered Securities

The Company made no sales of unregistered securities during the quarter ended June 30, 2017 .

Issuer Purchases of Equity Securities

The Company made no purchases of its equity securities during the quarter ended June 30, 2017 .

Item 3. Defaults upon Senior Securities

The Company had no defaults on senior securities.

Item 4. Mine Safety Disclosures

None.

Item 5. Other Information

None.

Item 6. Exhibits



Exhibit No.		Description

3.1		Second Amended and Restated Articles of Incorporation of Flagstar Bancorp, Inc., as amended

3.2		Sixth Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 10-Q, dated November 7, 2016, and incorporated herein by reference).

10.1		Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan Restricted Stock Unit and Performance Share Unit Senior Executive Officer Form of Award Agreement

11		Statement regarding computation of per share earnings is incorporated by reference to Note 13 of the Notes to the Consolidated Financial Statements, in Item 1. Financial Statements.

31.1		Section 302 Certification of Chief Executive Officer

31.2		Section 302 Certification of Chief Financial Officer

32.1		Section 906 Certification, as furnished by the Chief Executive Officer

32.2		Section 906 Certification, as furnished by the Chief Financial Officer

101		Financial statements from Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 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.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.




		FLAGSTAR BANCORP, INC.
		Registrant

Date:	August 7, 2017	/s/ Alessandro DiNello
		Alessandro DiNello
		President and Chief Executive Officer
		(Principal Executive Officer)

		/s/ James K. Ciroli
		James K. Ciroli
		Executive Vice President and Chief Financial Officer
		(Principal Financial Officer)

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EXHIBIT INDEX



Exhibit No.		Description

3.1		Second Amended and Restated Articles of Incorporation of Flagstar Bancorp, Inc., as amended

3.2		Sixth Amended and Restated Bylaws of the Company (previously filed as Exhibit 3.2 to the Company’s Current Report on Form 10-Q, dated November 7, 2016, and incorporated herein by reference).

10.1		Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan Restricted Stock Unit and Performance Share Unit Senior Executive Officer Form of Award Agreement

11		Statement regarding computation of per share earnings is incorporated by reference to Note 13 of the Notes to the Consolidated Financial Statements, in Item 1. Financial Statements.

31.1		Section 302 Certification of Chief Executive Officer

31.2		Section 302 Certification of Chief Financial Officer

32.1		Section 906 Certification, as furnished by the Chief Executive Officer

32.2		Section 906 Certification, as furnished by the Chief Financial Officer

101		Financial statements from Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 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.

EXHIBIT 3.1

SECOND AMENDED AND RESTATED ARTICLES OF INCORPORATION

FLAGSTAR BANCORP, INC.

Pursuant to the provisions of Act 284, Public Acts of 1972, the undersigned corporation executes the following articles:

Flagstar Bancorp, Inc., a corporation organized and existing under the laws of the State of Michigan (the "Corporation"), hereby certifies as follows:


1.	The name of the Corporation is Flagstar Bancorp, Inc. The Corporation was originally incorporated under the name "FSSB Holding Corporation," and the date of filing of its original Articles of Incorporation was October 28, 1993. The identification number assigned by the Bureau is 039-751.


2.	These Second Amended and Restated Articles of Incorporation were duly adopted by the Board of Directors of the Corporation on the 12th day of March, 2015 without a vote of shareholders in accordance with Section 642 of the Michigan Business Corporation Act.


3.	These Second Amended and Restated Articles of Incorporation only restate and integrate and do not further amend the provisions of the Amended and Restated Articles of Incorporation of the Corporation as heretofore amended or supplemented, and there is no material discrepancy between those provisions and the provisions of these Second Amended and Restated Articles of Incorporation.


4.	The Amended and Restated Articles of Incorporation of the Corporation are hereby restated to read as follows:

ARTICLE I

Name

The name of the corporation is Flagstar Bancorp, Inc. (herein the "Corporation").

ARTICLE II

Purpose

The purpose for which the Corporation is formed is to engage in any activity within the purposes for which corporations may be formed under the Michigan Business Corporation Act.

ARTICLE III

Capital Stock

The aggregate number of shares of all classes of capital stock which the Corporation has authority to issue is 95,000,000, of which 70,000,000 are to be shares of common stock, $.01 par value per share, and of which 25,000,000 are to be shares of serial preferred stock, $.01 par value per share. The shares may be issued by the Corporation from time to time as approved by the board of directors of the Corporation without the approval of the shareholders except as otherwise provided in this Article III or the rules of a national securities exchange if applicable. The consideration for the issuance of the shares shall be paid to or received by the Corporation in full before their issuance and shall not be less than the par value per share. The consideration for the issuance of the shares shall be cash, services rendered, personal property (tangible or intangible), real property, leases of real

property or any combination of the foregoing. In the absence of actual fraud in the transaction, the judgment of the board of directors as to the value of such consideration shall be conclusive. Upon payment of such consideration such shares shall be deemed to be fully paid and nonassessable. In the case of a stock dividend, the part of the surplus of the Corporation which is transferred to stated capital upon the issuance of shares as a stock dividend shall be deemed to be the consideration for their issuance.

A description of the different classes and series (if any) of the Corporation’s capital stock, and a statement of the relative powers, designations, preferences and rights of the shares of each class and series (if any) of capital stock, and the qualifications, limitations or restrictions thereof, are as follows:

Common Stock. Except as otherwise required by law or provided in these Articles of Incorporation or in the resolutions of the board of directors creating any class of preferred stock, the holders of the common stock shall exclusively possess all voting power. Each holder of shares of common stock shall be entitled to one vote for each share held by such holder, except as otherwise expressly set forth in these Articles of Incorporation.

Whenever there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class of stock having preference over the common stock as to the payment of dividends, the full amount of dividends and sinking fund or retirement fund or other retirement payments, if any, to which such holders are respectively entitled in preference to the common stock, then dividends may be paid on the common stock, and on any class or series of stock entitled to participate therewith as to dividends, out of any assets legally available for the payment of dividends, but only when and as declared by the board of directors.

In the event of any liquidation, dissolution or winding up of the Corporation, after there shall have been paid, or declared and set aside for payment, to the holders of the outstanding shares of any class having preference over the common stock in any such event, the full preferential amounts to which they are respectively entitled, the holders of the common stock and of any class or series of stock entitled to participate therewith, in whole or in part, as to distribution of assets shall be entitled, after payment or provision for payment of all debts and liabilities of the Corporation, to receive the remaining assets of the Corporation available for distribution, in cash or in kind.

Each share of common stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of common stock of the Corporation, except as otherwise expressly set forth in these Articles of Incorporation.

Serial Preferred Stock. Except as otherwise provided in these Articles of Incorporation, the board of directors of the Corporation is authorized, by resolution or resolutions from time to time adopted, to provide for the issuance of shares of preferred stock in one or more series and to fix and state the powers, designations preferences and relative, participating, optional or other special rights of the shares of each such series, and the qualifications, limitations or restrictions thereof, including, but not limited to, determination of any of the following:


1)	the distinctive serial designation for each series and the number of shares constituting such series;


2)	the dividend rates or the amount of dividends to be paid on the shares of such series, if any, whether dividends shall be cumulative and, if so, from which date or dates, the payment date or dates for dividends, and the participating or other special rights, if any, with respect to dividends;


3)	the voting rights, full or limited, if any, of the shares of such series;


4)	whether the shares of such series shall be redeemable and, if so, the price or prices at which, and the terms and conditions upon which such shares may be redeemed;


5)	the amount or amounts payable upon the shares of such series in the event of voluntary or involuntary liquidation, dissolution or winding up of the Corporation;


6)	whether the shares of such series shall be entitled to the benefits of a sinking or retirement fund to be applied to the purchase or redemption of such shares, and, if so entitled, the amount of such fund and the manner of its application, including the price or prices at which such shares may be redeemed or purchased through the application of such fund;

whether the shares of such series shall be convertible into, or exchangeable for, shares of any other class or classes or any other series of the same or any other class or classes of stock of the Corporation and, if so convertible or exchangeable, the conversion price or prices, or the rate or rates of exchange, and the adjustments thereof, if any, at which such conversion or exchange may be made, and any other terms and conditions of such conversion or exchange;


8)	the subscription or purchase price and form of consideration for which the shares of such series shall be issued;


9)	whether the shares of such series which are redeemed or converted shall have the status of authorized but unissued shares of serial preferred stock and whether such shares may be reissued as shares of the same or any other series of serial preferred stock; and


10)	any other designations, preferences, limitations or rights that are now or hereafter permitted by applicable law and are not inconsistent with the provisions of these Articles of Incorporation.

Each share of each series of serial preferred stock shall have the same relative powers, preferences and rights as, and shall be identical in all respects with, all the other shares of the Corporation of the same series, except as otherwise expressly set forth in these Articles of Incorporation.

ARTICLE IV

Preemptive Rights

No shareholder of the Corporation shall have, as a matter of right, the preemptive right to purchase or subscribe for shares of any class, now or hereafter authorized, or to purchase or subscribe for other securities or obligations convertible into or exchangeable for such shares or which by warrants or otherwise entitle the holders thereof to subscribe for or purchase any such shares.

ARTICLE V

Repurchase of Shares

The Corporation may from time to time, pursuant to authorization by the board of directors of the Corporation and without action by the shareholders, purchase or otherwise acquire shares of any class, bonds, debentures, notes, scrip, warrants, obligations, evidences of indebtedness, or other securities of the Corporation in such manner, upon such terms, and in such amounts as the board of directors shall determine; subject, however, to such limitations or restrictions, if any, as are contained in the express terms of any class of shares of the Corporation outstanding at the time of the purchase or acquisition in question or as are imposed by law.

ARTICLE VI

Voting for Directors

Each director shall be elected by the vote of the majority of votes cast with respect to the director at any meeting for the election of directors at which a quorum is present, provided that if the number of nominees exceeds the number of directors to be elected, the directors shall be elected by the vote of a plurality of the shares represented in person or by proxy at any such meeting and entitled to vote on the election of directors. For purposes of this Article VI, a majority of the votes cast means that the number of shares voted "for" a director must exceed the number of votes case "against" that director.

ARTICLE VII

Notice for Nominations and Proposals

Nominations for the election of directors and proposals for any new business to be taken up at any annual or special meeting of shareholders may be made by the board of directors of the Corporation or by any shareholder of the Corporation entitled to vote generally in the election of directors. In order for a shareholder of the Corporation to make any such nominations and/or proposals, he shall give notice thereof in writing, delivered or mailed by first class United States mail, postage prepaid, to the secretary of the Corporation not fewer than 30 days nor more than 60 days prior to the date of any such meeting; provided, however, that if notice or public disclosure of the meeting is effected fewer than 40 days before the date of the meeting, such written notice shall be delivered or mailed, as prescribed, to the secretary of the Corporation not later than the close of business on the 10th day following the day on which notice of the meeting was mailed to shareholders. Each such notice given by a shareholder with respect to nominations for the election of directors shall set forth (1) the name, age, business address and, if known, residence address of each nominee proposed in such notice; (2) the principal occupation or employment of each such nominee; (3) the number of shares of stock of the Corporation which are beneficially owned by each such nominee; (4) such other information as would be required to be included in a proxy statement soliciting proxies for the election of the proposed nominee pursuant to Regulation 14A of the Securities Exchange Act of 1934, as amended, including, without limitation, such person’s written consent to being named in the proxy statement as a nominee and to serving as a director, if elected; and (5) as to the shareholder giving such notice, (a) his name and address as they appear on the Corporation’s books and (b) the class and number of shares of the Corporation which are beneficially owned by such shareholder. In addition, the shareholder making such nomination shall promptly provide any other information reasonably requested by the Corporation.

Each such notice given by a shareholder to the Secretary with respect to business proposals to be brought before a meeting shall set forth in writing as to each matter: (i) a brief description of the business desired to be brought before the meeting and the reasons for conducting such business at the meeting; (ii) the name and address, as they appear on the Corporation’s books, of the shareholder proposing such business; (iii) the class and number of shares of the Corporation which are beneficially owned by the shareholder; and (iv) any material interest of the shareholder in such business. Notwithstanding anything in these Articles of Incorporation to the contrary, no new business shall be conducted at the meeting except in accordance with the procedures set forth in this Article VII.

The chairman of the annual or special meeting of shareholders may, if the facts warrant, determine and declare to such meeting that a nomination or proposal was not made in accordance with the foregoing procedure, and, if he should so determine, he shall so declare to the meeting and the defective nomination or proposal shall be disregarded and laid over for action at the next succeeding special or annual meeting of the shareholders taking place 30 days or more thereafter. This provision shall not require the holding of any adjourned or special meeting of shareholders for the purpose of considering such defective nomination or proposal.

ARTICLE VIII

Action by Written Consent of Shareholders

Notwithstanding any other provision of these Articles of Incorporation or the bylaws of the Corporation, no action required to be taken or that may be taken at any annual or special meeting of shareholders of the Corporation may be taken without a meeting, and the power of shareholders to consent in writing, without a meeting, to the taking of any action is specifically denied.

ARTICLE IX

Directors

Number; Vacancies. The number of directors of the Corporation shall be such number, not less than seven nor more than fifteen (exclusive of directors, if any, to be elected by holders of preferred stock of the Corporation, voting separately as a class), as shall be set forth from time to time in the bylaws. Vacancies in the board of directors of the Corporation, however caused, and newly created directorships shall be filled by the affirmative vote of a majority of the directors then in office, whether or not a quorum, and any director so chosen shall hold office for a term expiring at the next annual meeting of shareholders and when the director’s successor is elected.

At each annual meeting of shareholders, the successors to the directors shall be elected to hold office for a term expiring at the succeeding annual meeting. Notwithstanding the foregoing, the director whose term shall expire at any annual meeting shall continue to serve until such time as his successor shall have been duly elected and shall have qualified unless his position on the board of directors shall have been abolished by action taken to reduce the size of the board of directors prior to said meeting.

Should the number of directors of the Corporation be reduced the board of directors shall designate, by the name of the incumbent(s), the position(s) to be abolished. Notwithstanding the foregoing, no decrease in the number of directors shall have the effect of shortening the term of any incumbent director.

Whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the board of directors shall consist of said directors so elected in addition to the number of directors fixed as provided in this Article IX. Notwithstanding the foregoing, and except as otherwise may be required by law or by the terms and provisions of the preferred stock of the Corporation, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of the Corporation, the terms of the director or directors elected by such holders shall expire at the next succeeding annual meeting of shareholders.

ARTICLE X

Removal of Directors

Notwithstanding any other provision of these Articles of Incorporation or the bylaws of the Corporation, any director or the entire board of directors of the Corporation may be removed at any time by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose. If less than the entire board of directors is to be removed, no one of the directors may be removed if the votes cast against his or her removal would be sufficient to elect him or her if then cumulatively voted at any election of the entire board of directors, or, if there are classes of directors, at an election of the class of directors of which he or she is a part. Notwithstanding the foregoing, whenever the holders of any one or more series of preferred stock of the Corporation shall have the right, voting separately as a class, to elect one or more directors of

the Corporation, the preceding provisions of this Article X shall not apply with respect to the director or directors elected by such holders of preferred stock.

ARTICLE XI

Indemnification

The Corporation shall, to the fullest extent now or hereafter permitted by the Michigan Business Corporation Act and other applicable law, indemnify any director, officer, employee or agent of the Corporation who was or is a party to or threatened to be made a party to any threatened, pending, or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, including any action by or in the right of the Corporation, by reason of the fact that such person is or was a director, officer, employee or agent of the Corporation, or of a subsidiary of the Corporation, or is or was serving at the request of the Corporation as a director, officer, partner, trustee, employee or agent of another corporation partnership, joint venture, trust or other enterprise, whether for profit or not, against expenses (including attorneys’ fees and disbursements), judgments, penalties, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding. At the discretion of the board of directors, any indemnification hereunder may include payment by the Corporation of expenses incurred in defending an action, suit or proceeding in advance of the final disposition of such action, suit or proceeding if all of the following conditions apply: (a) the person furnishes the Corporation a written affirmation of his good faith belief that he has met the applicable standard of conduct set forth in Sections 561 and 562 of the Michigan Business Corporation Act, (b) the person furnishes the Corporation a written undertaking to repay the advance if it is ultimately determined that he did not meet the applicable standard of conduct, and (c) the board of directors makes a determination that the facts then known to the board would not preclude indemnification under the Michigan Business Corporation Act. The indemnification provided for herein shall continue as to a person who has ceased to be a director, officer, employee or agent of the Corporation. Any indemnification of a person who was entitled to indemnification after such person ceased to be a director, officer, employee or agent of the Corporation shall inure to the benefit of the heirs, personal representatives and administrators of such person. The indemnification provided by this Article XI shall not be deemed exclusive of any other rights to which any person may be entitled under any contract, bylaw, vote of shareholders or disinterested directors or otherwise, both as to action in an official capacity and as to action in another capacity while holding office, except to the extent that such indemnification may be contrary to law. The Corporation may purchase and maintain insurance to protect itself and any present or former director, officer, employee or agent or any person who is or was serving at the request of the Corporation as a director, officer, trustee, employee or agent of another corporation, partnership, joint venture, trust or other enterprise against liability asserted against him and incurred by him in any such capacity, whether or not the Corporation would have the power to indemnify such person against liability under the Michigan Business Corporation Act.

ARTICLE XII

Limitation of Directors’ Liability

A director of the Corporation shall not be personally liable to the Corporation or its shareholders for monetary damages for breach of fiduciary duty as a director, except: (i) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (ii) for acts or omissions that are not in good faith or that involve intentional misconduct or a knowing violation of law, (iii) for a violation of Section 551(1) of the Michigan Business Corporation Act, or (iv) for any transaction from which the director derived any improper personal benefit. If the Michigan Business Corporation Act or other Michigan law is amended or enacted after the date of filing of these Articles of Incorporation to further eliminate or limit the personal liability of directors, then the liability of a director of the Corporation shall be eliminated or limited to the fullest extent permitted by the Michigan Business Corporation Act or other Michigan law, as so amended. Any repeal or modification of this Section XII by the shareholders of the Corporation shall not adversely affect any right or protection of a director of the Corporation existing at the time of such repeal or modification.

ARTICLE XIII

Compromise, Arrangement or Plan of Reorganization

When a compromise or arrangement or a plan of reorganization of the Corporation is proposed between the Corporation and its creditors or any class of them or between the Corporation and its shareholders or any class of them, a court of equity jurisdiction within the State of Michigan, on application of this Corporation or of a creditor or shareholder thereof, or on application of a receiver appointed for the Corporation, may order a meeting of the creditors or class of creditors or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, to be summoned in such manner as the court directs. If a majority in number representing 3/4 in value of the creditors or class of creditors, or of the shareholders or class of shareholders to be affected by the proposed compromise or arrangement or reorganization, agree to a compromise or arrangement or reorganization of the Corporation as a consequence of the compromise or arrangement, the compromise or arrangement and the reorganization, if sanctioned by the court to which the application has been made, shall be binding on all the creditors or class of creditors, or on all the shareholders or class of shareholders and also on the Corporation.

ARTICLE XIV

Applicability of Chapter 7A of the
Michigan Business Corporation Act

The Corporation shall be governed by Chapter 7A of the Michigan Business Corporation Act, MCL 450.1775 et seq. If the Michigan Business Corporation Act is amended following the date of filing of the Restated Articles of Incorporation of the Corporation to repeal Chapter 7A, the Corporation shall be governed following the date of such repeal by the provisions of Chapter 7A as in effect on the date of filing of the Restated Articles of Incorporation.

ARTICLE XV

[Reserved]

ARTICLE XVI

Amendment of Bylaws

In furtherance and not in limitation of the powers conferred by statute, the board of directors of the Corporation is expressly authorized to adopt, repeal, alter, amend and rescind the bylaws of the Corporation by a vote of a majority of the board of directors. The bylaws also may be adopted, repealed, altered, amended or rescinded by the shareholders of the Corporation by the affirmative vote of the holders of a majority of the outstanding shares of capital stock of the Corporation entitled to vote generally in the election of directors (considered for this purpose as one class) cast at a meeting of the shareholders called for that purpose (provided that notice of such proposed adoption, repeal, alteration, amendment or rescission is included in the notice of such meeting).

ARTICLE XVII

Amendment of Articles of Incorporation

The Corporation reserves the right to repeal, alter, amend or rescind any provision contained in these Articles of Incorporation in the manner now or hereafter prescribed by law, and all rights conferred on shareholders herein are granted subject to this reservation.

IN WITNESS WHEREOF, the Corporation has caused these Second Amended and Restated Articles of Incorporation to be signed by its President and attested by its Secretary, this 12th day of March, 2015.



	FLAGSTAR BANCORP, INC.

	By:	/s/ Alessandro P. DiNello
		Alessandro P. DiNello
		President and Chief Executive Officer (Principal Executive Officer)

ATTEST:		/s/ Christine M. Reid
		Christine M. Reid
		Secretary

CERTIFICATE OF DESIGNATIONS

FIXED RATE CUMULATIVE PERPETUAL PREFERRED STOCK, SERIES C

FLAGSTAR BANCORP, INC.

Flagstar Bancorp, Inc. , a Michigan organized and existing under the laws of the State of Michigan (the " Corporation" ), in accordance with the provisions of Section 302 of the Michigan Business Corporation Act thereof, does hereby certify:

The board of directors of the Corporation (the " Board of Directors" ) or an applicable committee of the Board of Directors, in accordance with the Amended and Restated Articles of Incorporation of the Corporation and applicable law, adopted the following resolution on January 6, 2009 creating a series of 266,657 shares of Preferred Stock of the Corporation designated as " Fixed Rate Cumulative Perpetual Preferred Stock, Series C" .

RESOLVED , that pursuant to the provisions of the Amended and Restated Articles of Incorporation and Fourth Amended and Restated Bylaws of the Corporation and applicable law, a series of Preferred Stock, par value $0.01 per share, of the Corporation be and hereby is created, and that the designation and number of shares of such series, and the voting and other powers, preferences and relative, participating, optional or other rights, and the qualifications, limitations and restrictions thereof, of the shares of such series, are as follows:

Part 1. Designation and Number of Shares . There is hereby created out of the authorized and unissued shares of preferred stock of the Corporation a series of preferred stock designated as the "Fixed Rate Cumulative Perpetual Preferred Stock, Series C" (the " Designated Preferred Stock" ). The authorized number of shares of Designated Preferred Stock shall be 266,657.

Part 2. Standard Provisions . The Standard Provisions contained in Annex A attached hereto are incorporated herein by reference in their entirety and shall be deemed to be a part of this Certificate of Designations to the same extent as if such provisions had been set forth in full herein.

Part. 3. Definitions . The following terms are used in this Certificate of Designations (including the Standard Provisions in Annex A hereto) as defined below:

(a) " Common Stock" means the common stock, par value $0.01 per share, of the Corporation.

(b) " Dividend Payment Date" means February 15, May 15, August 15 and November 15 of each year.


(c)	" Junior Stock" means the Common Stock, the Series B Convertible Participating Voting Preferred Stock of the Corporation and any other class or series of stock of the Corporation the terms of which expressly provide that it ranks junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation.


(d)	" Liquidation Amount" means $1,000 per share of Designated Preferred Stock.


(e)	" Minimum Amount" means $66,664,250.


(f)	" Parity Stock" means any class or series of stock of the Corporation (other than Designated Preferred Stock) the terms of which do not expressly provide that such class or series will rank

senior or junior to Designated Preferred Stock as to dividend rights and/or as to rights on liquidation, dissolution or winding up of the Corporation (in each case without regard to whether dividends accrue cumulatively or non-cumulatively).


(g)	" Signing Date" means the Original Issue Date.

Part. 4. Certain Voting Matters . Holders of shares of Designated Preferred Stock will be entitled to one vote for each such share on any matter on which holders of Designated Preferred Stock are entitled to vote, including any action by written consent.

[ Remainder of Page Intentionally Left Blank ]

IN WITNESS WHEREOF, Flagstar Bancorp, Inc. has caused this Certificate of Designations to be signed by Mark T. Hammond, its Vice-Chairman, President and Chief Executive Officer, this 28th day of January.



	FLAGSTAR BANCORP, INC.

	By:			/s/ Mark T. Hammond
				Mark T. Hammond
				Vice-Chairman, President and Chief Executive Officer

ANNEX A

STANDARD PROVISIONS

Section 1. General Matters . Each share of Designated Preferred Stock shall be identical in all respects to every other share of Designated Preferred Stock. The Designated Preferred Stock shall be perpetual, subject to the provisions of Section 5 of these Standard Provisions that form a part of the Certificate of Designations. The Designated Preferred Stock shall rank equally with Parity Stock and shall rank senior to Junior Stock with respect to the payment of dividends and the distribution of assets in the event of any dissolution, liquidation or winding up of the Corporation.

Section 2. Standard Definitions . As used herein with respect to Designated Preferred Stock:


(a)	"Applicable Dividend Rate" means (i) during the period from the Original Issue Date to, but excluding, the first day of the first Dividend Period commencing on or after the fifth anniversar ^y of the Original Issue Date, 5% per annum and (ii) from and after the first day of the first Dividend Period commencing on or after the fifth anniversary of the Original Issue Date, 9% per annum.


(b)	"Appropriate Federal Banking Agency" means the "appropriate Federal banking agency" with respect to the Corporation as defined in Section 3(q) of the Federal Deposit Insurance Act (12 U.S.C. Section 1813(q)), or any successor provision.


(c)	"Business Combination" means a merger, consolidation, statutory share exchange or similar transaction that requires the approval of the Corporation’s stockholders.


(d)	"Business Day" means any day except Saturday, Sunday and any day on which banking institutions in the State of New York generally are authorized or required by law or other governmental actions to close.


(e)	"Bylaws" means the bylaws of the Corporation, as they may be amended from time to time.


(f)	"Certificate of Designations" means the Certificate of Designations or comparable instrument relating to the Designated Preferred Stock, of which these Standard Provisions form a part, as it may be amended from time to time.


(g)	"Charter" means the Corporation’s certificate or articles of incorporation, articles of association, or similar organizational document.


(h)	"Dividend Period" has the meaning set forth in Section 3(a).


(i)	"Dividend Record Date" has the meaning set forth in Section 3(a).


(j)	"Liquidation Preference" has the meaning set forth in Section 4(a).


(k)	"Original Issue Date" means the date on which shares of Designated Preferred Stock are first issued.


(l)	"Preferred Director" has the meaning set forth in Section 7(b).


(m)	"Preferred Stock" means any and all series of preferred stock of the Corporation, including the Designated Preferred Stock.


(n)	"Qualified Equity Offering" means the sale and issuance for cash by the Corporation to persons other than the Corporation or any of its subsidiaries after the Original Issue Date of shares of perpetual Preferred Stock, Common Stock or any combination of such stock, that, in each case, qualify as and may be included

in Tier 1 capital of the Corporation at the time of issuance under the applicable risk-based capital guidelines of the Corporation’s Appropriate Federal Banking Agency (other than any such sales and issuances made pursuant to agreements or arrangements entered into, or pursuant to financing plans which were publicly announced, on or prior to October 13, 2008).


(o)	"Share Dilution Amount" has the meaning set forth in Section 3(b).


(p)	"Standard Provisions" mean these Standard Provisions that form a part of the Certificate of Designations relating to the Designated Preferred Stock.


(q)	"Successor Preferred Stock" has the meaning set forth in Section 5(a).


(r)	"Voting Parity Stock" means, with regard to any matter as to which the holders of Designated Preferred Stock are entitled to vote as specified in Sections 7(a) and 7(b) of these Standard Provisions that form a part of the Certificate of Designations, any and all series of Parity Stock upon which like voting rights have been conferred and are exercisable with respect to such matter.

Section 3. Dividends .

(a)

Rate . Holders of Designated Preferred Stock shall be entitled to receive, on each share of Designated Preferred Stock if, as and when declared by the Board of Directors or any duly authorized committee of the Board of Directors, but only out of assets legally available therefor, cumulative cash dividends with respect to each Dividend Period (as defined below) at a rate per annum equal to the Applicable Dividend Rate on (i) the Liquidation Amount per share of Designated Preferred Stock and (ii) the amount of accrued and unpaid dividends for any prior Dividend Period on such share of Designated Preferred Stock, if any. Such dividends shall begin to accrue and be cumulative from the Original Issue Date, shall compound on each subsequent Dividend Payment Date (i.e., no dividends shall accrue on other dividends unless and until the first Dividend Payment Date for such other dividends has passed without such other dividends having been paid on such date) and shall be payable quarterly in arrears on each Dividend Payment Date, commencing with the first such Dividend Payment Date to occur at least 20 calendar days after the Original Issue Date. In the event that any Dividend Payment Date would otherwise fall on a day that is not a Business Day, the dividend payment due on that date will be postponed to the next day that is a Business Day and no additional dividends will accrue as a result of that postponement. The period from and including any Dividend Payment Date to, but excluding, the next Dividend Payment Date is a "Dividend Period", provided that the initial Dividend Period shall be the period from and including the Original Issue Date to, but excluding, the next Dividend Payment Date.

Dividends that are payable on Designated Preferred Stock in respect of any Dividend Period shall be computed on the basis of a 360-day year consisting of twelve 30-day months. The amount of dividends payable on Designated Preferred Stock on any date prior to the end of a Dividend Period, and for the initial Dividend Period, shall be computed on the basis of a 360-day year consisting of twelve 30-day months, and actual days elapsed over a 30-day month.

Dividends that are payable on Designated Preferred Stock on any Dividend Payment Date will be payable to holders of record of Designated Preferred Stock as they appear on the stock register of the Corporation on the applicable record date, which shall be the 15th calendar day immediately preceding such Dividend Payment Date or such other record date fixed by the Board of Directors or any duly authorized committee of the Board of Directors that is not more than 60 nor less than 10 days prior to such Dividend Payment Date (each, a "Dividend Record Date"). Any such day that is a Dividend Record Date shall be a Dividend Record Date whether or not such day is a Business Day.

Holders of Designated Preferred Stock shall not be entitled to any dividends, whether payable in cash, securities or other property, other than dividends (if any) declared and payable on Designated Preferred Stock as specified in this Section 3 (subject to the other provisions of the Certificate of Designations).

(b)

Priority of Dividends . So long as any share of Designated Preferred Stock remains outstanding, no dividend or distribution shall be declared or paid on the Common Stock or any other shares of Junior Stock (other than dividends payable solely in shares of Common Stock) or Parity Stock, subject to the immediately following paragraph in the case of Parity Stock, and no Common Stock, Junior Stock or Parity Stock shall be, directly or indirectly, purchased, redeemed or otherwise acquired for consideration by the Corporation or any of its subsidiaries unless all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been or are contemporaneously declared and paid in full (or have been declared and a sum sufficient for the payment thereof has been set aside for the benefit of the holders of shares of Designated Preferred Stock on the applicable record date). The foregoing limitation shall not apply to (i) redemptions, purchases or other acquisitions of shares of Common Stock or other Junior Stock in connection with the administration of any employee benefit plan, employment contract, or similar arrangement with or for the benefit of one or more employees, officers, directors or consultants (including purchases to offset the Share Dilution Amount (as defined below) pursuant to a publicly announced repurchase plan), provided that any purchases to offset the Share Dilution Amount shall in no event exceed the Share Dilution Amount; (ii) purchases or other acquisitions by a broker-dealer subsidiary of the Corporation solely for the purpose of market-making, stabilization or customer facilitation transactions in Junior Stock or Parity Stock in the ordinary course of its business; (iii) purchases by a broker-dealer subsidiary of the Corporation of capital stock of the Corporation for resale pursuant to an offering by the Corporation of such capital stock underwritten by such broker-dealer subsidiary; (iv) any dividends or distributions of rights or Junior Stock in connection with a stockholders’ rights plan or any redemption or repurchase of rights pursuant to any stockholders’ rights plan; (v) the acquisition by the Corporation or any of its subsidiaries of record ownership in Junior Stock or Parity Stock for the beneficial ownership of any other persons (other than the Corporation or any of its subsidiaries), including as trustees or custodians; and (vi) the exchange or conversion of Junior Stock for or into other Junior Stock or of Parity Stock for or into other Parity Stock (with the same or lesser aggregate liquidation amount) or Junior Stock, in each case, solely to the extent required pursuant to binding contractual agreements entered into prior to the Signing Date or any subsequent agreement for the accelerated exercise, settlement or exchange thereof for Common Stock. "Share Dilution Amount" means the increase in the number of diluted shares outstanding (determined in accordance with generally accepted accounting principles in the United States, and as measured from the date of the Corporation’s consolidated financial statements most recently filed with the Securities and Exchange Commission prior to the Original Issue Date) resulting from the grant, vesting or exercise of equity-based compensation to employees and equitably adjusted for any stock split, stock dividend, reverse stock split, reclassification or similar transaction.

When dividends are not paid (or declared and a sum sufficient for payment thereof set aside for the benefit of the holders thereof on the applicable record date) on any Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within a Dividend Period related to such Dividend Payment Date) in full upon Designated Preferred Stock and any shares of Parity Stock, all dividends declared on Designated Preferred Stock and all such Parity Stock and payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) shall be declared pro rata so that the respective amounts of such dividends declared shall bear the same ratio to each other as all accrued and unpaid dividends per share on the shares of Designated Preferred Stock (including, if applicable as provided in Section 3(a) above, dividends on such amount) and all Parity Stock payable on such Dividend Payment Date (or, in the case of Parity Stock having dividend payment dates different from the Dividend Payment Dates, on a dividend payment date falling within the Dividend Period related to such Dividend Payment Date) (subject to their having been declared by the Board of Directors or a duly authorized committee of the Board of Directors out of legally available funds and including, in the case of Parity Stock that bears cumulative dividends, all accrued but unpaid dividends) bear to each other. If the Board of Directors or a duly authorized committee of the Board of Directors determines not to pay any dividend or a

full dividend on a Dividend Payment Date, the Corporation will provide written notice to the holders of Designated Preferred Stock prior to such Dividend Payment Date.

Subject to the foregoing, and not otherwise, such dividends (payable in cash, securities or other property) as may be determined by the Board of Directors or any duly authorized committee of the Board of Directors may be declared and paid on any securities, including Common Stock and other Junior Stock, from time to time out of any funds legally available for such payment, and holders of Designated Preferred Stock shall not be entitled to participate in any such dividends.

Section 4. Liquidation Rights .

(a)

Voluntary or Involuntary Liquidation . In the event of any liquidation, dissolution or winding up of the affairs of the Corporation, whether voluntary or involuntary, holders of Designated Preferred Stock shall be entitled to receive for each share of Designated Preferred Stock, out of the assets of the Corporation or proceeds thereof (whether capital or surplus) available for distribution to stockholders of the Corporation, subject to the rights of any creditors of the Corporation, before any distribution of such assets or proceeds is made to or set aside for the holders of Common Stock and any other stock of the Corporation ranking junior to Designated Preferred Stock as to such distribution, payment in full in an amount equal to the sum of (i) the Liquidation Amount per share and (ii) the amount of any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount), whether or not declared, to the date of payment (such amounts collectively, the " Liquidation Preference" ).

(b)

Partial Payment . If in any distribution described in Section 4(a) above the assets of the Corporation or proceeds thereof are not sufficient to pay in full the amounts payable with respect to all outstanding shares of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution, holders of Designated Preferred Stock and the holders of such other stock shall share ratably in any such distribution in proportion to the full respective distributions to which they are entitled.

(c)

Residual Distributions . If the Liquidation Preference has been paid in full to all holders of Designated Preferred Stock and the corresponding amounts payable with respect of any other stock of the Corporation ranking equally with Designated Preferred Stock as to such distribution has been paid in full, the holders of other stock of the Corporation shall be entitled to receive all remaining assets of the Corporation (or proceeds thereof) according to their respective rights and preferences.

(d)

Merger, Consolidation and Sale of Assets Not Liquidation . For purposes of this Section 4, the merger or consolidation of the Corporation with any other corporation or other entity, including a merger or consolidation in which the holders of Designated Preferred Stock receive cash, securities or other property for their shares, or the sale, lease or exchange (for cash, securities or other property) of all or substantially all of the assets of the Corporation, shall not constitute a liquidation, dissolution or winding up of the Corporation.

Section 5. Redemption .

(a)

Optional Redemption . Except as provided below, the Designated Preferred Stock may not be redeemed prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date. On or after the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and (from time to time, out of funds legally available therefor, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption.

Notwithstanding the foregoing, prior to the first Dividend Payment Date falling on or after the third anniversary of the Original Issue Date, the Corporation, at its option, subject to the approval of the Appropriate Federal Banking Agency, may redeem, in whole or in part, at any time and from time to time, the shares of Designated Preferred Stock at the time outstanding, upon notice given as provided in Section 5(c) below, at a redemption price equal to the sum of (i) the Liquidation Amount per share and (ii) except as otherwise provided below, any accrued and unpaid dividends (including, if applicable as provided in Section 3(a) above, dividends on such amount) (regardless of whether any dividends are actually declared) to, but excluding, the date fixed for redemption; provided that (x) the Corporation (or any successor by Business Combination) has received aggregate gross proceeds of not less than the Minimum Amount (plus the "Minimum Amount" as defined in the relevant certificate of designations for each other outstanding series of preferred stock of such successor that was originally issued to the United States Department of the Treasury (the " Successor Preferred Stock" ) in connection with the Troubled Asset Relief Program Capital Purchase Program) from one or more Qualified Equity Offerings (including Qualified Equity Offerings of such successor), and (y) the aggregate redemption price of the Designated Preferred Stock (and any Successor Preferred Stock) redeemed pursuant to this paragraph may not exceed the aggregate net cash proceeds received by the Corporation (or any successor by Business Combination) from such Qualified Equity Offerings (including Qualified Equity Offerings of such successor).

The redemption price for any shares of Designated Preferred Stock shall be payable on the redemption date to the holder of such shares against surrender of the certificate(s) evidencing such shares to the Corporation or its agent. Any declared but unpaid dividends payable on a redemption date that occurs subsequent to the Dividend Record Date for a Dividend Period shall not be paid to the holder entitled to receive the redemption price on the redemption date, but rather shall be paid to the holder of record of the redeemed shares on such Dividend Record Date relating to the Dividend Payment Date as provided in Section 3 above.


(b)	No Sinking Fund . The Designated Preferred Stock will not be subject to any mandatory redemption, sinking fund or other similar provisions. Holders of Designated Preferred Stock will have no right to require redemption or repurchase of any shares of Designated Preferred Stock.

(c)

Notice of Redemption . Notice of every redemption of shares of Designated Preferred Stock shall be given by first class mail, postage prepaid, addressed to the holders of record of the shares to be redeemed at their respective last addresses appearing on the books of the Corporation. Such mailing shall be at least 30 days and not more than 60 days before the date fixed for redemption. Any notice mailed as provided in this Subsection shall be conclusively presumed to have been duly given, whether or not the holder receives such notice, but failure duly to give such notice by mail, or any defect in such notice or in the mailing thereof, to any holder of shares of Designated Preferred Stock designated for redemption shall not affect the validity of the proceedings for the redemption of any other shares of Designated Preferred Stock. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any other similar facility, notice of redemption may be given to the holders of Designated Preferred Stock at such time and in any manner permitted by such facility. Each notice of redemption given to a holder shall state: (1) the redemption date; (2) the number of shares of Designated Preferred Stock to be redeemed and, if less than all the shares held by such holder are to be redeemed, the number of such shares to be redeemed from such holder; (3) the redemption price; and (4) the place or places where certificates for such shares are to be surrendered for payment of the redemption price.

(d)

Partial Redemption . In case of any redemption of part of the shares of Designated Preferred Stock at the time outstanding, the shares to be redeemed shall be selected either pro rata or in such other manner as the Board of Directors or a duly authorized committee thereof may determine to be fair and equitable. Subject to the provisions hereof, the Board of Directors or a duly authorized committee thereof shall have full power and authority to prescribe the terms and conditions upon which shares of Designated Preferred Stock shall be redeemed from time to time. If fewer than all the shares represented by any certificate are redeemed, a new certificate shall be issued representing the unredeemed shares without charge to the holder thereof.

(e)

Effectiveness of Redemption . If notice of redemption has been duly given and if on or before the redemption date specified in the notice all funds necessary for the redemption have been deposited by the Corporation, in trust for the pro rata benefit of the holders of the shares called for redemption, with a bank or trust company doing business in the Borough of Manhattan, The City of New York, and having a capital and surplus of at least $500 million and selected by the Board of Directors, so as to be and continue to be available solely therefor, then, notwithstanding that any certificate for any share so called for redemption has not been surrendered for cancellation, on and after the redemption date dividends shall cease to accrue on all shares so called for redemption, all shares so called for redemption shall no longer be deemed outstanding and all rights with respect to such shares shall forthwith on such redemption date cease and terminate, except only the right of the holders thereof to receive the amount payable on such redemption from such bank or trust company, without interest. Any funds unclaimed at the end of three years from the redemption date shall, to the extent permitted by law, be released to the Corporation, after which time the holders of the shares so called for redemption shall look only to the Corporation for payment of the redemption price of such shares.


(f)	Status of Redeemed Shares . Shares of Designated Preferred Stock that are redeemed, repurchased or otherwise acquired by the Corporation shall revert to authorized but unissued shares of Preferred Stock (provided that any such cancelled shares of Designated Preferred Stock may be reissued only as shares of any series of Preferred Stock other than Designated Preferred Stock).

Section 6. Conversion . Holders of Designated Preferred Stock shares shall have no right to exchange or convert such shares into any other securities.

Section 7. Voting Rights.


(a)	General . The holders of Designated Preferred Stock shall not have any voting rights except as set forth below or as otherwise from time to time required by law.

(b)

Preferred Stock Directors . Whenever, at any time or times, dividends payable on the shares of Designated Preferred Stock have not been paid for an aggregate of six quarterly Dividend Periods or more, whether or not consecutive, the authorized number of directors of the Corporation shall automatically be increased by two and the holders of the Designated Preferred Stock shall have the right, with holders of shares of any one or more other classes or series of Voting Parity Stock outstanding at the time, voting together as a class, to elect two directors (hereinafter the " Preferred Directors" and each a " Preferred Director" ) to fill such newly created directorships at the Corporation’s next annual meeting of stockholders (or at a special meeting called for that purpose prior to such next annual meeting) and at each subsequent annual meeting of stockholders until all accrued and unpaid dividends for all past Dividend Periods, including the latest completed Dividend Period (including, if applicable as provided in Section 3(a) above, dividends on such amount), on all outstanding shares of Designated Preferred Stock have been declared and paid in full at which time such right shall terminate with respect to the Designated Preferred Stock, except as herein or by law expressly provided, subject to revesting in the event of each and every subsequent default of the character above mentioned; provided that it shall be a qualification for election for any Preferred Director that the election of such Preferred Director shall not cause the Corporation to violate any corporate governance requirements of any securities exchange or other trading facility on which securities of the Corporation may then be listed or traded that listed or traded companies must have a majority of independent directors. Upon any termination of the right of the holders of shares of Designated Preferred Stock and Voting Parity Stock as a class to vote for directors as provided above, the Preferred Directors shall cease to be qualified as directors, the term of office of all Preferred Directors then in office shall terminate immediately and the authorized number of directors shall be reduced by the number of Preferred Directors elected pursuant hereto. Any Preferred Director may be removed at any time, with or without cause, and any vacancy created thereby may be filled, only by the affirmative vote of the holders a majority of the shares of Designated Preferred Stock at the time outstanding voting separately as a class together with the holders of shares of Voting Parity Stock, to the extent the voting rights of such holders described above are then exercisable. If the office of any Preferred Director becomes vacant for any reason other

than removal from office as aforesaid, the remaining Preferred Director may choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred.

(c)

Class Voting Rights as to Particular Matters . So long as any shares of Designated Preferred Stock are outstanding, in addition to any other vote or consent of stockholders required by law or by the Charter, the vote or consent of the holders of at least 66 2/3% of the shares of Designated Preferred Stock at the time outstanding, voting as a separate class, given in person or by proxy, either in writing without a meeting or by vote at any meeting called for the purpose, shall be necessary for effecting or validating:

(i)

Authorization of Senior Stock . Any amendment or alteration of the Certificate of Designations for the Designated Preferred Stock or the Charter to authorize or create or increase the authorized amount of, or any issuance of, any shares of, or any securities convertible into or exchangeable or exercisable for shares of, any class or series of capital stock of the Corporation ranking senior to Designated Preferred Stock with respect to either or both the payment of dividends and/or the distribution of assets on any liquidation, dissolution or winding up of the Corporation;

(ii)

Amendment of Designated Preferred Stock . Any amendment, alteration or repeal of any provision of the Certificate of Designations for the Designated Preferred Stock or the Charter (including, unless no vote on such merger or consolidation is required by Section 7(c)(iii) below, any amendment, alteration or repeal by means of a merger, consolidation or otherwise) so as to adversely affect the rights, preferences, privileges or voting powers of the Designated Preferred Stock; or

(iii)

Share Exchanges, Reclassifications, Mergers and Consolidations . Any consummation of a binding share exchange or reclassification involving the Designated Preferred Stock, or of a merger or consolidation of the Corporation with another corporation or other entity, unless in each case (x) the shares of Designated Preferred Stock remain outstanding or, in the case of any such merger or consolidation with respect to which the Corporation is not the surviving or resulting entity, are converted into or exchanged for preference securities of the surviving or resulting entity or its ultimate parent, and (y) such shares remaining outstanding or such preference securities, as the case may be, have such rights, preferences, privileges and voting powers, and limitations and restrictions thereof, taken as a whole, as are not materially less favorable to the holders thereof than the rights, preferences, privileges and voting powers, and limitations and restrictions thereof, of Designated Preferred Stock immediately prior to such consummation, taken as a whole;

provided, however , that for all purposes of this Section 7(c), any increase in the amount of the authorized Preferred Stock, including any increase in the authorized amount of Designated Preferred Stock necessary to satisfy preemptive or similar rights granted by the Corporation to other persons prior to the Signing Date, or the creation and issuance, or an increase in the authorized or issued amount, whether pursuant to preemptive or similar rights or otherwise, of any other series of Preferred Stock, or any securities convertible into or exchangeable or exercisable for any other series of Preferred Stock, ranking equally with and/or junior to Designated Preferred Stock with respect to the payment of dividends (whether such dividends are cumulative or non-cumulative) and the distribution of assets upon liquidation, dissolution or winding up of the Corporation will not be deemed to adversely affect the rights, preferences, privileges or voting powers, and shall not require the affirmative vote or consent of, the holders of outstanding shares of the Designated Preferred Stock.

(d)

Changes after Provision for Redemption . No vote or consent of the holders of Designated Preferred Stock shall be required pursuant to Section 7(c) above if, at or prior to the time when any such vote or consent would otherwise be required pursuant to such Section, all outstanding shares of the Designated Preferred Stock shall have been redeemed, or shall have been called for redemption upon proper notice and sufficient funds shall have been deposited in trust for such redemption, in each case pursuant to Section 5 above.

(e)

Procedures for Voting and Consents . The rules and procedures for calling and conducting any meeting of the holders of Designated Preferred Stock (including, without limitation, the fixing of a record date in connection therewith), the solicitation and use of proxies at such a meeting, the obtaining of written consents and any other aspect or matter with regard to such a meeting or such consents shall be governed by any rules of the Board of Directors or any duly authorized committee of the Board of Directors, in its discretion, may adopt from time to time, which rules and procedures shall conform to the requirements of the Charter, the Bylaws, and applicable law and the rules of any national securities exchange or other trading facility on which Designated Preferred Stock is listed or traded at the time.

Section 8. Record Holders . To the fullest extent permitted by applicable law, the Corporation and the transfer agent for Designated Preferred Stock may deem and treat the record holder of any share of Designated Preferred Stock as the true and lawful owner thereof for all purposes, and neither the Corporation nor such transfer agent shall be affected by any notice to the contrary.

Section 9. Notices . All notices or communications in respect of Designated Preferred Stock shall be sufficiently given if given in writing and delivered in person or by first class mail, postage prepaid, or if given in such other manner as may be permitted in this Certificate of Designations, in the Charter or Bylaws or by applicable law. Notwithstanding the foregoing, if shares of Designated Preferred Stock are issued in book-entry form through The Depository Trust Company or any similar facility, such notices may be given to the holders of Designated Preferred Stock in any manner permitted by such facility.

Section 10. No Preemptive Rights . No share of Designated Preferred Stock shall have any rights of preemption whatsoever as to any securities of the Corporation, or any warrants, rights or options issued or granted with respect thereto, regardless of how such securities, or such warrants, rights or options, may be designated, issued or granted.

Section 11. Replacement Certificates . The Corporation shall replace any mutilated certificate at the holder’s expense upon surrender of that certificate to the Corporation. The Corporation shall replace certificates that become destroyed, stolen or lost at the holder’s expense upon delivery to the Corporation of reasonably satisfactory evidence that the certificate has been destroyed, stolen or lost, together with any indemnity that may be reasonably required by the Corporation.

Section 12. Other Rights . The shares of Designated Preferred Stock shall not have any rights, preferences, privileges or voting powers or relative, participating, optional or other special rights, or qualifications, limitations or restrictions thereof, other than as set forth herein or in the Charter or as provided by applicable law.

Grantee Name: ###PARTICIPANT_NAME### (“ Grantee ”)

Grant Name: ###GRANT_NAME###

Grant Date: ###GRANT_DATE### (“ Grant Date ”)

Grant Price: ###GRANT_PRICE###

Total ###DICTIONARY_AWARD_NAME###: ###TOTAL_AWARDS### (subject to adjustment)

FLAGSTAR BANCORP, INC.

2016 STOCK AWARD AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AND PERFORMANCE SHARE UNIT

SENIOR EXECUTIVE OFFICER AWARD AGREEMENT

This Award Agreement (this “ Agreement ”) is made effective at the Grant Date set forth above by and between Flagstar Bancorp, Inc., a Michigan corporation (the “ Company ”), and the Grantee named above.

WHEREAS, the Company sponsors and maintains the Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan (the “ Plan ”); and

WHEREAS, the Grantee has been selected by the Board to receive a grant of Restricted Stock Units and Performance Share Units (collectively, the “ Units ”) under the Plan.

NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

Section 1. Grant of Restricted Stock Units. The Company hereby grants to the Grantee, as of the Grant Date, an award of Restricted Stock Units (the “Restricted Stock Units”) on the terms and conditions set forth in this Agreement and the Plan. Each Restricted Stock Unit is granted under Section 6(e) of the Plan and represents the right to receive one share of Common Stock at the times and subject to the conditions set forth herein. Capitalized terms that are used but not defined herein have the meaning given to them in the Plan.

(a) Vesting . The Restricted Stock Units granted by the Company hereunder shall vest in three (3) installments in accordance with the following schedule: (a) twenty-five percent (25%) shall vest on the first anniversary of the Grant Date, (b) twenty-five percent (25%) shall vest on the second anniversary of the Grant Date, and (c) the remaining fifty percent (50%) shall vest on the third anniversary of the Grant Date (each such date, an “ RSU Vesting Date ”), in each case, subject to the Grantee’s continued employment through the applicable RSU Vesting Date. Vesting of the Restricted Stock Units is additionally subject to the requirement that, at each RSU Vesting Date, the Company has a Tier 1 Leverage Ratio that is at least five percent (5%), consistent with the definition of a “well-capitalized” institution. The Tier 1 Leverage Ratio will be calculated in accordance with the requirements of the Federal Reserve, as described in FR Y-9C on Schedule HC-R, line 44 (or the replacement thereof). If the Company is not “well-capitalized” at an RSU Vesting Date, all RSUs that are then scheduled to vest are forfeited.

(b) Change in Control. In the event of a Change in Control, any unforfeited Restricted Stock Units will be governed by the provisions of Section 9 of the Plan, which describes the conditions for accelerated vesting of the Restricted Stock Units. Vesting of the Restricted Stock Units in these circumstances will occur only

if the Company had remained well-capitalized (as defined above) at the close of the last full quarter preceding the Change in Control.

(a) Termination due to Retirement. If Grantee’s employment with the Company is terminated due to Retirement prior to an applicable RSU Vesting Date, then the Restricted Stock Units shall vest on a pro-rata basis on the Grantee’s termination of employment. The pro rata calculation will be determined by multiplying (x) the number of unvested Restricted Stock Units, by (y) a fraction, with the numerator equal to the number of full months from the Grant Date through the date of the Grantee’s termination of employment, and denominator equal to 36 months. Such vested Restricted Stock Units to be settled in accordance with Section 4. For purposes of this Agreement, Retirement shall mean the Grantee’s separation from service at or after attainment of both age 60 and 10 years of completed service with the Company or its affiliates.

(b) Termination for Death or Disability. Any unforfeited Restricted Stock Units shall vest immediately and fully upon the Grantee’s termination of employment due to death or Disability and be settled in accordance with Section 4. Vesting of the Restricted Stock Units in these circumstances will occur only if the Company had remained well-capitalized (as defined above) at the close of the last full quarter preceding the event of death or Disability.

(c) Termination for other reason than for Retirement, Death or Disability. If the Grantee’s employment is voluntarily or involuntarily terminated (other than due to Retirement, death or Disability) prior to the vesting of any Restricted Stock Units, any such unvested Restricted Stock Unit shall be forfeited.

(d) Account . The Restricted Stock Units shall be credited to a separate account maintained for the Grantee on the books and records of the Company. All amounts credited to this account shall continue for all purposes to be part of the general assets of the Company.

Section 2. Grant of Performance Share Units. The Company hereby grants to the Grantee, as of the Grant Date, an award of ###TOTAL_AWARDS### Performance Share Units (the “ Performance Share Units”) on the terms and conditions set forth in this Agreement and the Plan. Each Performance Share Unit is granted under Sections 6(e), 6(i) and 7 of the Plan and represents the right to receive one share of Common Stock upon the attainment of performance goals established by the Committee and described in Exhibit A, and subject to the conditions set forth herein.

(a) Vesting. The Performance Share Units granted by the Company hereunder shall vest one year following the end of the full Performance Period (as defined in Exhibit A ) (the “ PSU Vesting Date ”), subject to and contingent upon (i) the Grantee’s continued employment through the PSU Vesting Date, and (ii) the Committee’s certification of the performance level attained for the Performance Period.

(b) Change in Control. In the event of a Change in Control, the provisions of Section 9 of the Plan will apply to the Performance Share Units regarding acceleration of vesting, except that, if a Change in Control occurs prior to the end of the Performance Period any PSUs awarded will fully vest and be paid out at target performance levels. If such event occurs between the end of the Performance Period and the Vesting Date, any PSU awards will be paid at the actual performance levels certified by the Committee. Payment will be made as soon as practicable following each such event. Awards may not fully vest in the event of a Change in Control if, in connection with the transactions resulting in the Change in Control, the Company agrees to the assumption of the PSUs or the substitution for the PSUs (or as otherwise described in the Plan).

(c) Termination due to Retirement. If Grantee’s employment with the Company is terminated due to Retirement prior to the applicable PSU Vesting Date, the Grantee’s Performance Share Units shall vest on a

pro-rata basis subject to the actual performance levels certified by the Committee for the Performance Period and shall be settled at the same time as Performance Share Units are settled for grantees generally. The pro rata calculation will be determined by multiplying (x) the number of unvested Performance Share Units, by (y) a fraction, with the numerator equal to the number of full months from the Grant Date through the date of the Grantee’s termination of employment, and denominator equal to 33 months. For purposes of this Agreement, Retirement shall mean the Grantee’s separation from service at or after attainment of both age 60 and 10 years of completed service with the Company or its affiliates.

(d) Termination for Death or Disability . In the event of Grantee’s termination of employment due to death or Disability:


i.	if such event occurs before the end of the applicable Performance Period the Grantee’s Performance Share Units will fully vest and be paid out at the target performance level; or

ii.

if such event occurs at or after the end of the applicable Performance Period, the Performance Share Units will be deemed to be earned at the actual performance levels certified by the Committee and such earned Units will be fully vested immediately upon termination (or, if later, upon the certification by the Committee which must occur within the applicable short-term deferral period under Section 409A of the Internal Revenue Code) and will be settled in accordance with Section 4 below.

(e) Termination other than for Retirement, Death and Disability. If the Grantee’s employment is voluntarily or involuntarily terminated (other than due to Retirement, death or Disability) prior to the vesting of a Performance Share Unit, any such unvested Performance Share Unit shall be forfeited.

(f) Account . The Performance Share Units shall be credited to a separate account maintained for the Grantee on the books and records of the Company. All amounts credited to this account shall continue for all purposes to be part of the general assets of the Company.

Section 3. Transfer Restrictions. Until such time as the Units vest and the shares of Common Stock underlying the vested Units have been issued, the Grantee may not assign or otherwise transfer the Units or the rights relating thereto except as provided in the Plan. Any attempt to sell, pledge, assign or otherwise transfer the Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Units or the rights relating thereto will be forfeited by the Grantee and all of the Grantee's rights to such units or related shares of Common Stock shall immediately terminate without any payment or consideration by the Company. Once the Units vest and the shares of Common Stock underlying the Units have been issued, the Grantee may not be able to sell immediately the shares of Common Stock depending on securities laws and under applicable insider trading policies of the Company. Any inability to sell or transfer the shares of Common Stock underlying the Units will not relieve the Grantee of the obligation to pay any required withholding taxes at the time of vesting (see discussion below under “Tax Withholding”).

Section 4. Settlement of Vested Units.

(a) Within thirty (30) calendar days following the vesting of any Unit, the Company shall distribute to the Grantee the number of shares of Common Stock (either in book-entry form or in any other commercially reasonable manner implemented by the Company) equal to the number of vested Units.

(b) All distributions in shares of Common Stock shall be in the form of whole shares of Common Stock, and any fractional share shall be distributed in cash in an amount equal to the value of such fractional share determined based on the Fair Market Value of a share of Common Stock on the applicable vesting date.

(c) This Agreement is subject to compliance with applicable laws, statutes, rules, regulations and policies of, and any agreements with, any regulatory authority, body or agency having jurisdiction over the Company or any of its subsidiaries, including, but not limited to, compliance with any notice, non-objection or approvals requirements set forth in any of the foregoing.

Section 5. Tax Withholding . The Grantee shall be required to pay to the Company, and the Company shall have the right to deduct from any compensation paid to the Grantee pursuant to the Plan, the minimum amount required to be withheld for federal, state and local taxes, domestic or foreign, including payroll taxes, in respect of the Units and to take all such other action as the Committee deems necessary to satisfy all obligations for the payment of such withholding taxes. The Company shall determine the amount of such withholding. The Committee, in its sole discretion, may require or permit the Grantee to satisfy any such tax withholding obligation by any one or a combination of the following means:

(a) the Grantee tendering a cash payment or check payable to the Company; and/or

(b) the Company withholding shares of Common Stock from the shares of Common Stock otherwise issuable to the Grantee as a result of the vesting of the Restricted Stock Units; provided, however, that shares of Common Stock may be withheld with a value exceeding the minimum statutory amount of tax required to be withheld by law only in accordance with a procedure or policy adopted by the Committee and in effect at the time of vesting.

Section 6. Rights as Stockholder . Except as otherwise provided in the Agreement, the Grantee shall not have any of the rights or privileges of a stockholder with respect to the shares of Common Stock underlying the Units, including but not limited to rights to vote the shares of Common Stock or to receive dividends on the shares of Common Stock, unless and until the Units vest and certificates or other evidence of ownership representing such shares of Common Stock (which may be in book-entry form) have been issued and recorded on the records of the Company, and delivered to the Grantee. After such issuance, recordation and delivery, Grantee will have the rights of a stockholder of the Company with respect to such shares of Common Stock, subject to any restrictions on the shares of Common Stock and the terms and conditions of the Stockholder’s Agreement.

Section 7. No Right to Continued Service. Neither the Plan nor this Agreement shall confer upon the Grantee any right to continue as an employee of the Company. Further, nothing in the Plan or this Agreement shall be construed to limit the right of the Company to terminate Grantee’s employment at any time, with or without cause.

Section 8. Adjustments. The number of Units subject to this Award and related terms will be subject to adjustment in accordance with Section 11(c) of the Plan under a variety of circumstances, including but not limited to splits or other corporate events. Any adjustment made by the Committee shall be conclusive, final and binding. For clarity, no dividend equivalents will be paid or credited on the Units relating to ordinary dividends paid by the Company.

Section 9. Restrictive Covenants. The Grantee acknowledges and agrees that the services provided by the Grantee to the Company and its Affiliates including, but not limited to, Flagstar Bank, FSB (the “Bank”), are of a special, unique and extraordinary nature, and that the restrictions contained in this Section are

necessary to prevent the use and disclosure of Confidential Information and to protect other legitimate business interests of the Company and its Affiliates. The Grantee acknowledges that all of the restrictions in this Section are reasonable in all respects, including duration, territory and scope of activity. In the event a court of competent jurisdiction determines as a matter of law that any of the terms of this Section are unreasonable or overbroad, the Company and the Grantee expressly allow such court to reform this Agreement to the extent necessary to make it reasonable as a matter of law and to enforce it as so reformed. The Grantee agrees that the restrictions contained in this Section shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between the Grantee and the Company or its Affiliates.

(a) Confidentiality . In the course of the Grantee’s performing Grantee’s duties for the Company and its Affiliates, the Company expects to provide Grantee with various proprietary, confidential and trade secret information of the Company and its Affiliates. Such proprietary, confidential and trade secret information may include, but not be limited to, any database of customer accounts; any customer, supplier and distributor list; customer profiles; information regarding sales and marketing activities and strategies; trade secrets; data regarding technology, products and services; information regarding pricing, pricing techniques and procurement; financial data and forecasts regarding the Company and customers, suppliers and distributors of the Company; software programs and intellectual property (collectively, “ Confidential Information ”). All Confidential Information shall be and remain the sole property of the Company and its assigns, and the Company shall be and remain the sole owner of all patents, copyrights, trademarks, names and other rights in connection therewith and without regard to whether the Company is at any particular time developing or marketing the same. The Grantee acknowledges that the Confidential Information is a valuable, special and unique asset of the Company and its Affiliates and that Grantee’s access to and knowledge of the Confidential Information is essential to the performance of Grantee’s duties as an employee of the Company and its Affiliates. In light of the competitive nature of the business in which the Company and its Affiliates are engaged, the Grantee agrees that Grantee will, both during Grantee’s employment or service with the Company and its Affiliates and thereafter, maintain the strict confidentiality of all Confidential Information known or obtained by him or to which Grantee has access in connection with Grantee’s employment by or service with the Company and that Grantee will not, without prior written consent of the Board, for and on behalf of the Company, (i) disclose any Confidential Information to any person or entity (other than in proper performance of Grantee’s duties hereunder) or (ii) make any use of any Confidential Information for Grantee’s own purposes or for the direct or indirect benefit of any person or entity other than the Company or its Affiliates. Confidential Information shall not be deemed to include information that (w) becomes generally available to the public through no fault of Grantee, (x) is previously known by the Grantee prior to Grantee’s receipt of such information from the Company, (y) becomes available to Grantee on a non-confidential basis from a source which, to Grantee’s knowledge, is not prohibited from disclosing such information by legal, contractual or fiduciary obligation to the Company or (z) is required to be disclosed in order to comply with any applicable law or court order. Immediately upon termination of the Grantee’s employment or at any other time upon the Company’s request, the Grantee will return to the Company all memoranda, notes and data, computer software and hardware, records or other documents compiled by Grantee or made available to the Grantee during the Grantee’s employment with the Company concerning the Business of the Company, including without limitation, all files, records, documents, lists, equipment, supplies, promotional materials, keys, phone or credit cards and similar items and all copies thereof or extracts therefrom. Notwithstanding the foregoing, in certain limited circumstances described in the Company’s Confidentiality Guidelines, Grantee may disclose Confidential Information that consists of materials that would otherwise be subject to trade secret protection.

(b) No Competition. For a period of one (1) year following the Grantee’s voluntary termination of employment with the Company or its Affiliates, but only if the Grantee has vested in some portion of the Units, the Grantee agrees that the Grantee shall not, on behalf of the Grantee or for others, directly or indirectly (whether as employee, consultant, investor, partner, sole proprietor or otherwise), be employed by, have an

ownership interest in, or perform any services for a financial institution engaged in the same lines of business as the Company or its Affiliates (“ Business of the Company ”) in any state of the United States where the Company is doing business. The parties agree that this provision shall not prohibit the ownership by the Grantee, solely as an investment, of securities of a person engaged in the Business of the Company if (i) the Grantee is not an “affiliate” (as such term is defined in Rule 12b-2 of the regulations promulgated under the Exchange Act) of the issuer of such securities, (ii) such securities are publicly traded on a national securities exchange and (iii) the Grantee does not, directly or indirectly, beneficially own more than two percent (2%) of the class of which such securities are a part.

(c) No Solicitation of Employees . The Grantee agrees that, both during the Grantee’s employment with the Company and for a period of one (1) year following termination of the Grantee’s employment with the Company or its Affiliates for any reason, the Grantee will not, directly or indirectly, on behalf of the Grantee or any other person or entity, hire, engage or solicit to hire for employment or consulting or other provision of services, any person who is actively employed (or in the six (6) months preceding the Grantee’s termination of employment with the Company was actively employed) by the Company or its Affiliates, except for rehire by the Company or its Affiliates. This includes, but is not limited to, inducing or attempting to induce, or influence or attempting to influence, any person employed by the Company to terminate his or her employment with the Company.

(d) No Solicitation of Customers . The Grantee agrees that, both during the Grantee’s employment with the Company and for a period of one (1) year following termination of the Grantee’s employment with the Company and its Affiliates for any reason, the Grantee will not directly, on behalf of any competitor of the Company or its Affiliates in the Business of the Company, solicit the business of any entity within the United States who is known by the Grantee to be a customer of the Company or its Affiliates.

(e) Survival . The obligations and provisions contained in this Section shall survive the Grantee’s separation from service and this Agreement and shall be fully enforceable thereafter.

Section 10. Company Policies; Forfeiture.

(a) The Grantee agrees that the grant of Restricted Stock Units and Performance Share Units and the shares of Common Stock issued upon vesting of the Units will be subject to any applicable clawback or recoupment policies, insider trading policies, policies related to confidential information and assignment of intellectual property, stock ownership guidelines and other policies that may be implemented or updated by the Company, from time to time.

(b) Notwithstanding anything to the contrary in this Agreement or the Plan, the Grantee agrees that if either (i) Grantee is terminated by the Company with Cause or (ii), during the Grantee’s employment or other service with the Company or an Affiliate and thereafter, Grantee violates any of the restrictive covenants under Section 9 above, irrespective of whether the restrictive covenant is enforceable under applicable law, then immediately upon demand by the Company made within 90 days of the Company’s receipt of actual notice of the violation, any unvested Units shall be cancelled and the Grantee shall return to the Company all shares of Common Stock delivered in settlement of the Units, or the cash value received by the Grantee upon the sale of such shares, to the extent the foregoing were realized or received in the twenty-four months prior to Grantee’s termination.

Section 11. Notices. Any notice required by the terms of this Agreement shall be given in writing and shall be deemed effective upon personal delivery, upon deposit with the United States Postal Service, by registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier.

Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address most recently provided by the Grantee to the Company.

Section 12. Incorporation of Plan Terms. The provisions of the Plan are incorporated by reference into these terms and conditions. To the extent any provision of this Agreement conflicts with the Plan, the terms of the Plan shall govern. The Grantee acknowledges receipt of a copy of the Plan and represents that the Grantee has reviewed the Plan and is familiar with the terms and provisions thereof. The Grantee hereby accepts this Agreement and the terms of the Plan.

Section 13. Successors and Assigns. This Agreement is personal to the Grantee and shall not be assignable by the Grantee other than by will or the laws of descent and distribution, without the written consent of the Company. This Agreement shall inure to the benefit of and be enforceable by the Grantee’s legal representatives. This Agreement shall inure to the benefit of and be binding upon the Company and its successors. It shall not be assignable by the Company except in connection with the sale or other disposition of all or substantially all the assets or business of the Company.

Section 14. No Impact on Other Benefits. The value of the Grantee's Units is not part of the Grantee’s compensation for purposes of calculating any severance, retirement, welfare, insurance or similar employee benefit.

Section 15. Discretionary Nature of Plan. The Plan is discretionary and may be amended, cancelled or terminated by the Company at any time, in its discretion. The grant of the Units in this Agreement does not create any contractual right or other right to receive any Units or other awards or grants in the future. Future awards, if any, will be at the sole discretion of the Committee. Any amendment, modification, or termination of the Plan shall not constitute a change or impairment of the terms and conditions of the Grantee's employment with the Company or its Affiliates.

Section 16. Amendment. The Committee shall have authority, subject to the express provisions of the Plan, to interpret this Agreement and the Plan, to establish, amend and rescind any rules and regulations relating to the Plan, to modify the terms and provisions of this Agreement, and to make all other determinations in the judgment of the Committee necessary or desirable for the administration of the Plan. The Committee may correct any defect or supply any omission or reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it shall deem necessary or desirable to carry it into effect. All action by the Committee under the provisions of this Section shall be final, conclusive and binding for all purposes. Any amendment to this Agreement shall be in writing signed by the Company and, if the amendment materially impairs the rights of the Grantee, by the Grantee.

Section 17. Code Section 409A. This Agreement and the award of Units hereunder are intended to comply with the requirements of Code Section 409A, and shall at all times be interpreted, operated and administered in accordance with such intent. If payment of any amount subject to Code Section 409A is triggered by a separation from service that occurs while the Grantee is a “specified employee” (as defined by Code Section 409A) with, and if such amount is scheduled to be paid within six (6) months after such separation from service, the amount shall accrue without interest and shall be paid the first business day after the end of such six-month period, or, if earlier, within 15 days after the appointment of the personal representative or executor of the Grantee’s estate following the Grantee’s death. “Termination of employment,” “resignation,” “retirement” or words of similar import, as used in this Agreement shall mean, with respect to any payments subject to Code Section 409A, the Grantee’s “separation from service” as defined by Code Section 409A. Notwithstanding anything in the Plan or this Agreement to the contrary, the Grantee shall be solely responsible for the tax consequences of the Units, and in no event shall the Company

have any responsibility or liability if an award under the Plan is subject to and/or fails to comply with the requirements of Code Section 409A.

Section 18. Code Section 280G. If a Change in Control occurs and payments are made under this Agreement, and the aggregate of the RSUs and PSUs awarded to Grantee that vest under this Agreement, and all payments under any other agreement, plan, program or policy of the Company in connection with such Change in Control (“ Total Payments ”) will be subject to an excise tax under the provisions of Code Section 4999 (“ Excise Tax ”), the Total Payments shall be reduced so that the maximum amount of the Total Payments (after reduction) will be one dollar ($1.00) less than the amount that would cause the Total Payments to be subject to the Excise Tax; provided, however, that the Total Payments shall only be reduced to the extent the after-tax value of amounts received by Grantee after application of the above reduction would exceed the after-tax value of the Total Payments received by Grantee without application of such reduction. In making any determination as to whether the Total Payments would be subject to an Excise Tax, consideration shall be given to whether any portion of the Total Payments could reasonably be considered, based on the relevant facts and circumstances, to be reasonable compensation for services rendered (whether before or after the consummation of the applicable Change in Control).

Section 19. Entire Agreement. This Agreement constitutes the entire contract between the parties hereto with regard to the subject matter hereof. This Agreement supersedes any other agreements, representations or understandings (whether oral or written and whether express or implied) which relate to the subject matter hereof.

Section 20. Severability. If any provision of this Agreement for any reason should be found by any court of competent jurisdiction to be invalid, illegal or unenforceable, in whole or in part, such declaration shall not affect the validity, legality or enforceability of any remaining provision or portion hereof, which remaining provision or portion hereof shall remain in full force and effect as if this Agreement had been adopted with the invalid, illegal or unenforceable provision or portion hereof eliminated.

Section 21. Governing Law. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Michigan, as such laws are applied to contracts entered into and performed in such State, without giving effect to the choice of law provisions thereof. The jurisdiction and venue for any disputes arising under, or any action brought to enforce the terms of, this Agreement shall be resolved exclusively in the courts of the State of Michigan, including the Federal Courts located therein (should Federal jurisdiction exist).

Section 22. Counterparts . This Agreement may be executed simultaneously in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute but one and the same instrument.

Section 23. Acceptance . As a condition of receiving this Award, the Grantee agrees that the Committee, and to the extent that authority is afforded to the Board, the Board, shall have full and final authority to construe and interpret the Plan and this Agreement, and to make all other decisions and determinations as may be required under the Plan or this Agreement as they may deem necessary or advisable for administration of the Plan or this Agreement, and that all such interpretations, decisions and determinations shall be final and binding on the Grantee, the Company and all other interested persons. Any dispute regarding the interpretation of this Agreement shall be submitted by the Grantee or the Company to the Committee for review. The resolution of such dispute by the Committee shall be final and binding on the Grantee and the Company.

This Agreement is executed by the Company and the Grantee as of the date and year first written above.



GRANTEE	FLAGSTAR BANCORP, INC.
______________________________________	By:	Christine M. Reid
	Its:	Corporate Secretary

ACKNOWLEDGEMENT OF INSIDER TRADING LAWS AND POLICY

NOTE: OUR INSIDER TRADING POLICY ADDRESSES VERY SERIOUS MATTERS. IF YOU HAVE ANY QUESTION OR DOUBT ABOUT THE APPLICABILITY OR INTERPRETATION OF THIS POLICY, PLEASE SEEK CLARIFICATION FROM OUR GENERAL COUNSEL.

The undersigned acknowledges that he/she has reviewed the Company’s Insider Trading Policy (the “Policy”), and will review any amendments to the Policy. The current Policy and any amendments will be maintained and available on the My Flagstar intranet. The undersigned agrees to comply with the restrictions and procedures contained in the Policy, as it may be amended from time to time.



_________________________________________
Signature
_________________________________________
Name
_________________________________________
Date

EXHIBIT A

Vesting of the Performance Share Units (“PSUs”) on the Vesting Date is contingent upon the Board’s certification of achievement of the Performance Goal described below:

PSU Performance Goals and Award Opportunity . The initial number of PSUs that a Participant may earn will be determined based upon the level of attainment of the performance goal, which is the amount of the Company’s earnings per share of Common Stock (“EPS”) for the performance period beginning on April 1, 2017 and ending on December 31, 2018 (“Performance Period”). The Committee will establish and approve levels of performance for EPS indicating threshold performance, target performance and maximum performance and the percentage of a Participant’s target award that will be earned at each level. EPS performance will be calculated for each quarter utilizing “Adjusted Net Income” divided by “number of weighted-average diluted shares,” and each quarter’s result will be independently measured and then aggregated at the end of the Performance Period for a total EPS result for the Performance Period. Adjusted Net Income is defined as the U.S. GAAP net income for the quarter then ended, excluding any liability recorded in that quarter (other than any adjustments made to ALLL and R&W reserves) in excess of $2 million, which liability arises from events and activities in periods prior to January 1, 2013, and any impact on the deferred tax assets caused by the enactment of federal or state statutory tax changes.

The Board will certify the achievement of the performance goals and the number of PSUs earned following the end of the Performance Period. If the Company attains its target goal for EPS performance, a Participant will earn one hundred percent (100%) of his or her target PSU opportunity. The maximum amount of PSUs that may be earned based upon the attainment of threshold EPS performance is fifty percent (50%) of a Participant’s target PSU award. The maximum amount of PSUs that may be earned based upon the attainment of maximum EPS performance is one hundred fifty percent (150%) of a Participant’s target award. If threshold EPS performance of eighty percent (80%) is not achieved, no PSUs will be earned. Levels of performance between threshold, target and maximum performance will be paid using the scale shown below for purposes of determining the number of PSUs that a Participant may earn for the Performance Period. PSUs earned will be calculated in steps, in that EPS performance must achieve the next level performance goal for the number of PSUs to increase, and such awards will be made at the numbers stated in the scale.

PERFORMANCE - Vesting Determination of PSUs (55% of overall LTIP award)



Earnings per Share
					Goal
7-Quarter Aggregated	Actual Aggregated EPS		$3.86	$4.35	$4.83	$5.31	$5.80	$6.28	$6.76
Earnings per Share	% of EPS Goal Achieved *	< 80%	80%	90%	100%	110%	120%	130%	140%	CAP
(Q2 2017 - Q4 2018)	Portion of Award to Vest	0%	50% of Award Vests	Additional 25% Vests	Additional 25% Vests	Additional 12.5% Vests	Additional 12.5% Vests	Additional 12.5% Vests	Additional 12.5% Vests

	Aggregate Vesting		50%	75%	100%	112.5%	125%	137.5%	150%

* Each % of EPS Goal Achieved as shown serves as a threshold, with no interpolation of awards between points. Each threshold must achieved in order to vest the additional portion of the award. Each indicated Aggregated EPS Award target is considered a separate award. The percentage of each award is based upon the single number (in dollars) communicated to the individual employee.

Grantee Name: ###PARTICIPANT_NAME### (“ Grantee ”)

Grant Name: ###GRANT_NAME###

Grant Date: ###GRANT_DATE### (“ Grant Date ”)

Grant Price: ###GRANT_PRICE###

Total ###DICTIONARY_AWARD_NAME###: ###TOTAL_AWARDS### (subject to adjustment)

FLAGSTAR BANCORP, INC.

2016 STOCK AWARD AND INCENTIVE PLAN

RESTRICTED STOCK UNIT AND PERFORMANCE SHARE UNIT

SENIOR EXECUTIVE OFFICER AWARD AGREEMENT

WHEREAS, the Company sponsors and maintains the Flagstar Bancorp, Inc. 2016 Stock Award and Incentive Plan (the “ Plan ”); and

WHEREAS, the Grantee has been selected by the Board to receive a grant of Restricted Stock Units and Performance Share Units (collectively, the “ Units ”) under the Plan.

NOW, THEREFORE, the Company and the Grantee hereby agree as follows:

Section 1. Grant of Restricted Stock Units. The Company hereby grants to the Grantee, as of the Grant Date, an award of ###TOTAL_AWARDS### Restricted Stock Units (the “Restricted Stock Units”) on the terms and conditions set forth in this Agreement and the Plan. Each Restricted Stock Unit is granted under Section 6(e) of the Plan and represents the right to receive one share of Common Stock at the times and subject to the conditions set forth herein. Capitalized terms that are used but not defined herein have the meaning given to them in the Plan.

of the Restricted Stock Units. Vesting of the Restricted Stock Units in these circumstances will occur only if the Company had remained well-capitalized (as defined above) at the close of the last full quarter preceding the Change in Control.

Section 2. Grant of Performance Share Units. The Company hereby grants to the Grantee, as of the Grant Date, an award of Performance Share Units (the “ Performance Share Units”) on the terms and conditions set forth in this Agreement and the Plan. Each Performance Share Unit is granted under Sections 6(e), 6(i) and 7 of the Plan and represents the right to receive one share of Common Stock upon the attainment of performance goals established by the Committee and described in Exhibit A, and subject to the conditions set forth herein.

(d) Termination for Death or Disability . In the event of Grantee’s termination of employment due to death or Disability:


i.	if such event occurs before the end of the applicable Performance Period the Grantee’s Performance Share Units will fully vest and be paid out at the target performance level; or


Section 3.	Transfer Restrictions. Until such time as the Units vest and the shares of Common Stock

underlying the vested Units have been issued, the Grantee may not assign or otherwise transfer the Units or the rights relating thereto except as provided in the Plan. Any attempt to sell, pledge, assign or otherwise transfer the Units or the rights relating thereto shall be wholly ineffective and, if any such attempt is made, the Units or the rights relating thereto will be forfeited by the Grantee and all of the Grantee's rights to such units or related shares of Common Stock shall immediately terminate without any payment or consideration by the Company. Once the Units vest and the shares of Common Stock underlying the Units have been issued, the Grantee may not be able to sell immediately the shares of Common Stock depending on securities laws and under applicable insider trading policies of the Company. Any inability to sell or transfer the shares of Common Stock underlying the Units will not relieve the Grantee of the obligation to pay any required withholding taxes at the time of vesting (see discussion below under “Tax Withholding”).

Section 4. Settlement of Vested Units.

(a) the Grantee tendering a cash payment or check payable to the Company; and/or

are of a special, unique and extraordinary nature, and that the restrictions contained in this Section are necessary to prevent the use and disclosure of Confidential Information and to protect other legitimate business interests of the Company and its Affiliates. The Grantee acknowledges that all of the restrictions in this Section are reasonable in all respects, including duration, territory and scope of activity. In the event a court of competent jurisdiction determines as a matter of law that any of the terms of this Section are unreasonable or overbroad, the Company and the Grantee expressly allow such court to reform this Agreement to the extent necessary to make it reasonable as a matter of law and to enforce it as so reformed. The Grantee agrees that the restrictions contained in this Section shall be construed as separate agreements independent of any other provision of this Agreement or any other agreement between the Grantee and the Company or its Affiliates.

(whether as employee, consultant, investor, partner, sole proprietor or otherwise), be employed by, have an ownership interest in, or perform any services for a financial institution engaged in the same lines of business as the Company or its Affiliates (“ Business of the Company ”) in any state of the United States where the Company is doing business. The parties agree that this provision shall not prohibit the ownership by the Grantee, solely as an investment, of securities of a person engaged in the Business of the Company if (i) the Grantee is not an “affiliate” (as such term is defined in Rule 12b-2 of the regulations promulgated under the Exchange Act) of the issuer of such securities, (ii) such securities are publicly traded on a national securities exchange and (iii) the Grantee does not, directly or indirectly, beneficially own more than two percent (2%) of the class of which such securities are a part.

(e) Survival . The obligations and provisions contained in this Section shall survive the Grantee’s separation from service and this Agreement and shall be fully enforceable thereafter.

Section 10. Company Policies; Forfeiture.

registered or certified mail, with postage and fees prepaid or upon deposit with a reputable overnight courier. Notice shall be addressed to the Company at its principal executive office and to the Grantee at the address most recently provided by the Grantee to the Company.

for the tax consequences of the Units, and in no event shall the Company have any responsibility or liability if an award under the Plan is subject to and/or fails to comply with the requirements of Code Section 409A.

This Agreement is executed by the Company and the Grantee as of the date and year first written above.



GRANTEE	FLAGSTAR BANCORP, INC.
______________________________________	By:	Christine M. Reid
	Its:	Corporate Secretary

ACKNOWLEDGEMENT OF INSIDER TRADING LAWS AND POLICY



_________________________________________
Signature
_________________________________________
Name
_________________________________________
Date

EXHIBIT A

Vesting of the Performance Share Units (“PSUs”) on the Vesting Date is contingent upon the Board’s certification of achievement of the Performance Goal described below:

PERFORMANCE - Vesting Determination of PSUs (55% of overall LTIP award)



Earnings per Share
					Goal
7-Quarter Aggregated	Actual Aggregated EPS		$3.86	$4.35	$4.83	$5.31	$5.80	$6.28	$6.76
Earnings per Share	% of EPS Goal Achieved *	< 80%	80%	90%	100%	110%	120%	130%	140%	CAP
(Q2 2017 - Q4 2018)	Portion of Award to Vest	0%	50% of Award Vests	Additional 25% Vests	Additional 25% Vests	Additional 12.5% Vests	Additional 12.5% Vests	Additional 12.5% Vests	Additional 12.5% Vests

	Aggregate Vesting		50%	75%	100%	112.5%	125%	137.5%	150%

EXHIBIT 31.1

SECTION 302 CERTIFICATION

I, Alessandro DiNello certify that:


(1)	I have reviewed this quarterly report on Form 10-Q of Flagstar Bancorp, Inc. (the "registrant");


(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 7, 2017	/s/ Alessandro DiNello
		Alessandro DiNello
		President and Chief Executive Officer

EXHIBIT 31.2

SECTION 302 CERTIFICATION

I, James K. Ciroli, certify that:


(1)	I have reviewed this quarterly report on Form 10-Q of Flagstar Bancorp, Inc. (the "registrant");


(2)	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;


(3)	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;


(4)	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:


(a)	designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;


(b)	designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the financial statements for external purposes in accordance with generally accepted accounting principles;


(c)	evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and


(d)	disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and


(5)	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s Board of Directors (or persons performing the equivalent functions):


(a)	all significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and


(b)	any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.



Date:	August 7, 2017	/s/ James K. Ciroli
		James K. Ciroli
		Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

SECTION 906 CERTIFICATION

In connection with the quarterly report of Flagstar Bancorp, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alessandro DiNello, President and Chief Executive Officer of the Company certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	August 7, 2017	/s/ Alessandro DiNello
		Alessandro DiNello
		President and Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Flagstar Bancorp, Inc. and will be retained by Flagstar Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

EXHIBIT 32.2

SECTION 906 CERTIFICATION

In connection with the quarterly report of Flagstar Bancorp, Inc. (the "Company") on Form 10-Q for the quarter ended June 30, 2017 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, James K. Ciroli, Executive Vice President and Chief Financial Officer of the Company, certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:


(1)	The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	August 7, 2017	/s/ James K. Ciroli
		James K. Ciroli
		Executive Vice President and Chief Financial Officer