The following is Management's Discussion and Analysis of the financial
condition and results of operations of Flagstar Bancorp, Inc. for the third
quarter of 2020, which should be read in conjunction with the financial
statements and related notes set forth in Part I, Item 1 of this Form 10-Q and
Part II, Item 8 of Flagstar Bancorp, Inc.'s 2019 Annual Report on Form 10-K for
the year ended December 31, 2019.

  Certain statements in this Form 10-Q, including but not limited to statements
included within 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 41 of this Form 10-Q, Part II, Item 1A, Risk
Factors of this Form 10-Q and Part I, Item 1A, Risk Factors of Flagstar Bancorp,
Inc.'s 2019 Annual Report on Form 10-K for the year ended December 31, 2019.
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 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 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. We provide commercial and consumer
banking services, and we are the 6th largest bank mortgage originator in the
nation and the 6th largest subservicer of mortgage loans nationwide. At
September 30, 2020, we had 4,871 full-time equivalent employees. Our common
stock is listed on the NYSE under the symbol "FBC".

  Our relationship-based business model leverages our full-service bank's
capabilities and our national mortgage platform to create and build financial
solutions for our customers. At September 30, 2020, we operated 160 full-service
banking branches that offer a full set of banking products to consumer,
commercial, and government customers. Our banking footprint spans Michigan,
Indiana, California, Wisconsin, Ohio and contiguous states.

  We originate mortgages through a network of brokers and correspondents in all
50 states and our own loan officers, which includes our direct lending team,
from 87 retail locations in 29 states and 3 call centers. We are also a leading
national servicer of mortgage loans and provide complementary ancillary
offerings including MSR lending, servicing advance lending and MSR recapture
services.

Operating Segments

  Our operations are conducted through our three operating segments: Community
Banking, Mortgage Originations, and Mortgage Servicing. For further information,
see MD&A - Operating Segments and Note 17 - Segment Information.
                                       4
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                           Selected Financial Ratios
                                                             Three Months Ended,                           Nine Months Ended,
                                                     September 30, 2020   June 30, 2020          September 30, 2020   September 30, 2019
                                                                                (In millions and percentages)
Selected Mortgage Statistics: (1)
Mortgage rate lock commitments (fallout-adjusted)   $          15,000    $  

13,800 $ 40,000 $ 24,100 (2) Mortgage loans originated

                           $          14,400    $  

12,200 $ 35,200 $ 23,400 Mortgage loans sold and securitized

                 $          14,500    $      12,900          $         34,900     $         22,200
Selected Ratios:
Interest rate spread (3)                                         2.44  %          2.52  %                   2.41   %             2.57   %
Net interest margin                                              2.78  %          2.86  %                   2.81   %             3.07   %
Adjusted net interest margin (4)                                 2.94  %          2.88  %                   2.88   %             3.07   %
Return on average assets                                         3.15  %          1.77  %                   1.97   %             1.08   %
Return on average common equity                                 41.54  %         23.47  %                  25.71   %            12.90   %
Return on average tangible common equity (4)                    45.42  %         26.16  %                  28.58   %            15.30   %
Efficiency ratio                                                 48.3  %          54.3  %                   56.4   %             75.0   %
Effective tax provision rate                                     24.7  %          21.5  %                   23.0   %             18.6   %
Average Balances:
Average interest-earning assets                     $          25,738    $  

23,692 $ 23,535 $ 17,693 Average interest-paying liabilities

                 $          14,281    $      15,119          $         14,625     $         12,767
Average stockholders' equity                        $           2,141    $       1,977          $          1,991     $          1,658


                                          September 30,            June 30,              March 31,            December 31,          September 30,
                                               2020                  2020                   2020                  2019                   2019
                                                                    (In millions, except per share data and percentages)
Selected Statistics:
Book value per common share              $       38.41          $      

34.62 $ 32.46 $ 31.57 $ 30.69 Tangible book value per share (4) $ 35.60 $ 31.74 $ 29.52 $ 28.57 $ 27.62 Number of common shares outstanding 57,150,470

            56,943,979             56,729,789            56,631,236             

56,510,341


Common equity-to-assets ratio                     7.45  %               7.18  %                6.87  %               7.68  %                7.88  %
Tangible common equity to assets ratio            6.90  %               6.58  %                6.25  %               6.95  %                7.08  %

(4)


Capitalized value of mortgage servicing           0.85  %               0.87  %                0.95  %               1.21  %                1.14  %

rights


Bancorp total capital (to adjusted risk          11.29  %              11.32  %               11.18  %              11.52  %               11.54  %
weighted assets)
Bank total capital (to adjusted risk             11.09  %              11.05  %               11.30  %              11.73  %               12.06  %
weighted assets)
Number of bank branches                            160                   160                    160                   160                    160
Number of FTE employees                          4,871                 4,641                  4,415                 4,453                  4,171


(1)Rounded to nearest hundred million.
(2)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 impact of changes in interest
rates.
(3)Interest rate spread is the difference between the annualized yield earned on
average interest-earning assets for the period and the annualized rate of
interest paid on average interest-bearing liabilities for the period.
(4)See Non-GAAP reconciliation for further information.






                                       5

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Results of Operations The following table summarizes our results of operations for the periods indicated:


                                            Three Months Ended,                               Nine Months Ended,
                                        September 30,    June 30,                      September 30, 2020  September 30,
                                             2020          2020       Change                                    2019        Change
                                                                (Dollars in millions, except per share data)
Net interest income                     $       180    $     168    $     12          $        496         $       410    $     86
Provision for credit losses                      32          102         (70)                  148                  18         130
Total noninterest income                        452          378          74                   988                 448         540
Total noninterest expense                       305          296           9                   837                 643         194
Provision for income taxes                       73           32          41                   115                  37          78
Net income                              $       222    $     116    $    106          $        384         $       160    $    224
Income per share
Basic                                   $      3.90    $    2.04    $   1.86          $       6.76         $      2.83    $   3.93
Diluted                                 $      3.88    $    2.03    $   1.85          $       6.71         $      2.80    $   3.91



Overview

  Net income was $222 million, or $3.88 per diluted share for the quarter ended
September 30, 2020 compared
to second quarter 2020 net income of $116 million, or $2.03 per diluted share.
For the nine months ended September 30, 2020, net income was $384 million, or
$6.71 per diluted share as compared to net income of $160 million, or $2.80 per
diluted share for same period a year ago.

Net interest income increased $12 million for the quarter ended September 30,
2020 as compared to the quarter ended June 30, 2020, driven by a $2.0 billion
increase in average earning assets led by growth in our warehouse business. The
net interest margin in the third quarter 2020 was 2.78 percent, an 8 basis point
decrease from the prior quarter. This was driven by an increase in LGG loans in
forbearance which we have not repurchased and which do not accrue interest.
Excluding the impact from these loans, adjusted net interest margin expanded 6
basis points to 2.94 percent in the third quarter, compared to adjusted net
interest margin of 2.88 percent in the prior quarter. The increase in the
adjusted net interest margin was primarily driven by an increase in higher
spread warehouse loans and lower rates on deposit and borrowing costs.

Compared to the second quarter 2020, noninterest income increased $74 million
while noninterest expense only increased $9 million. The increase in noninterest
income was primarily due to higher net gain on loan sales and net return on
mortgage servicing rights. Gain on sale margin increased 12 basis points, to
2.31 percent as compared to 2.19 percent for the second quarter 2020. The
increase was primarily driven by improved execution in secondary marketing and
the gain associated with the RMBS transaction we executed during the quarter.
The increase in noninterest expense was primarily due to the capitalization of
direct origination costs in the second quarter for the PPP loans which did not
reoccur and the accelerated vesting of certain components of executive
compensation that resulted from the most recent secondary share offering.
Despite increased volume, mortgage expenses were flat quarter over quarter due
to certain expenses in the second quarter that did not reoccur this quarter and
are not expected to reoccur in the future, including certain performance-related
incentives related to our Opes Advisors division.

Our provision for credit losses for the quarter ended September 30, 2020 was $32
million, compared to $102 million for the second quarter 2020. We have continued
to add to our reserve balance as we believe the economic recovery will continue
to be challenged due to the COVID-19 pandemic for an extended period of time,
especially as it relates to consumer loans in forbearance and commercial real
estate loans.
                                       6
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Net Interest Income

The following tables present details on our net interest margin and net interest income on a consolidated basis:


                                                                                              Three Months Ended,
                                                                      September 30, 2020                                    June 30, 2020
                                                            Average                      Annualized             Average                   Annualized
                                                            Balance        Interest        Yield/               Balance     Interest        Yield/
                                                                                            Rate                                             Rate
                                                                                             (Dollars in millions)
Interest-Earning Assets
Loans held-for-sale                                    $     5,602       $      45              3.21  %       $  5,645    $      48              3.42  %
Loans held-for-investment
Residential first mortgage                                   2,584              21              3.24  %          2,822           24              3.41  %
Home equity                                                    951               9              3.77  %          1,001            9              3.78  %
Other                                                          950              13              5.28  %            881           12              5.42  %
Total consumer loans                                         4,485              43              3.78  %          4,704           45              3.87  %
Commercial real estate                                       3,007              27              3.47  %          3,101           28              3.64  %
Commercial and industrial                                    1,650              14              3.25  %          2,006           17              3.34  %
Warehouse lending                                            5,697              56              3.92  %          3,785           38              3.88  %
Total commercial loans                                      10,354              97              3.68  %          8,892           83              3.67  %
Total loans held-for-investment (1)                         14,839             140              3.71  %         13,596          128              3.74  %
Loans with government guarantees                             2,122               5              0.89  %            858            4              1.97  %
Investment securities                                        2,807              16              2.29  %          3,417           21              2.42  %
Interest-earning deposits                                      368               -              0.11  %            176            -              0.11  %
Total interest-earning assets                               25,738             206              3.16  %         23,692          201              3.38  %
Other assets                                                 2,539                                               2,569
Total assets                                           $    28,277                                            $ 26,261
Interest-Bearing Liabilities
Retail deposits
Demand deposits                                        $     1,824       $       -              0.09  %       $  1,800    $       1              0.22  %
Savings deposits                                             3,675               3              0.34  %          3,476            4              0.52  %
Money market deposits                                          733               -              0.09  %            716            -              0.12  %
Certificates of deposit                                      1,672               8              1.62  %          1,987           10              2.00  %
Total retail deposits                                        7,904              11              0.53  %          7,979           15              0.78  %
Government deposits                                          1,403               1              0.35  %          1,088            2              0.63  %
Wholesale deposits and other                                   953               4              1.77  %            738            4              2.07  %
Total interest-bearing deposits                             10,260              16              0.62  %          9,805           21              0.86  %
Short-term FHLB advances and other                           2,328               2              0.20  %          3,753            2              0.26  %
Long-term FHLB advances                                      1,200               3              1.03  %          1,068            3              1.13  %
Other long-term debt                                           493               5              4.52  %            493            7              4.99  %
Total interest-bearing liabilities                          14,281              26              0.72  %         15,119           33              0.86  %
Noninterest-bearing deposits
Retail deposits and other                                    1,954                                               1,687
Custodial deposits (2)                                       7,347                                               6,223
Total non-interest bearing deposits                          9,301                                               7,910
Other liabilities                                            2,554                                               1,255
Stockholders' equity                                         2,141                                               1,977
Total liabilities and stockholders' equity             $    28,277                                            $ 26,261
Net interest-earning assets                                 11,457                                               8,573
Net interest income                                                      $     180                                        $     168
Interest rate spread (3)                                                                        2.44  %                                          2.52  %
Net interest margin (4)                                                                         2.78  %                                          2.86  %
Ratio of average interest-earning assets to                                                    180.2  %                                         156.7  %
interest-bearing liabilities
Total average deposits                                      19,561                                              17,715


(1)Includes nonaccrual loans. For further information on nonaccrual loans, see
Note 4 - Loans Held-for-Investment.
(2)Includes noninterest-bearing custodial deposits that arise due to the
servicing of loans for others.
(3)Interest rate spread is the difference between rates of interest earned on
interest-earning assets and rates of interest paid on interest-bearing
liabilities.
(4)Net interest margin is net interest income divided by average
interest-earning assets.


                                       7
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                                                                                                 Nine Months Ended,
                                                                      September 30, 2020                                     September 30, 2019
                                                            Average                      Annualized                Average                      Annualized
                                                            Balance        Interest        Yield/                  Balance        Interest        Yield/
                                                                                            Rate                                                   Rate
                                                                                                (Dollars in millions)
Interest-Earning Assets
Loans held-for-sale                                    $     5,499       $     142              3.44  %       $     3,532       $     119              4.48  %
Loans held-for-investment
Residential first mortgage                                   2,822              72              3.40  %             3,158              85              3.61  %
Home equity                                                    990              30              4.10  %               832              34              5.50  %
Other                                                          882              36              5.47  %               512              25              6.51  %
Total consumer loans                                         4,694             138              3.94  %             4,502             144              4.29  %
Commercial real estate                                       3,019              90              3.90  %             2,414             102              5.56  %
Commercial and industrial                                    1,774              50              3.68  %             1,702              67              5.20  %
Warehouse lending                                            3,937             119              3.98  %             1,898              74              5.17  %
Total commercial loans                                       8,730             259              3.89  %             6,014             243              5.34  %
Total loans held-for-investment (1)                         13,424             397              3.91  %            10,516             387              4.89  %
Loans with government guarantees                             1,267              12              1.23  %               511              11              2.88  %
Investment securities                                        3,094              56              2.40  %             2,957              61              2.77  %
Interest-earning deposits                                      251               1              0.56  %               177               3              2.38  %
Total interest-earning assets                               23,535             608              3.42  %            17,693             581              4.37  %
Other assets                                                 2,457                                                  2,184
Total assets                                           $    25,992                                            $    19,877
Interest-Bearing Liabilities
Retail deposits
Demand deposits                                        $     1,737       $       4              0.33  %       $     1,311       $       8              0.80  %
Savings deposits                                             3,513              17              0.63  %             3,181              26              1.10  %
Money market deposits                                          712               1              0.17  %               748               2              0.31  %
Certificates of deposit                                      1,970              29              1.98  %             2,561              44              2.29  %
Total retail deposits                                        7,932              51              0.86  %             7,801              80              1.37  %
Government deposits                                          1,208               6              0.68  %             1,184              13              1.49  %
Wholesale deposits and other                                   758              12              2.03  %               518               9              2.35  %
Total interest-bearing deposits                              9,898              69              0.93  %             9,503             102              1.44  %
Short-term FHLB advances and other                           3,212              16              0.65  %             2,420              44              2.45  %
Long-term FHLB advances                                      1,021               9              1.13  %               349               4              1.71  %
Other long-term debt                                           494              18              4.94  %               495              21              5.84  %
Total interest-bearing liabilities                          14,625             112              1.01  %            12,767             171              1.80  %
Noninterest-bearing deposits
Retail deposits and other                                    1,680                                                  1,278
Custodial deposits (2)                                       6,120                                                  3,524
Total non-interest bearing deposits                          7,800                                                  4,802
Other liabilities                                            1,576                                                    650
Stockholders' equity                                         1,991                                                  1,658
Total liabilities and stockholders' equity             $    25,992                                            $    19,877
Net interest-earning assets                                  8,910                                                  4,926
Net interest income                                                      $     496                                              $     410
Interest rate spread (3)                                                                        2.41  %                                                2.57  %
Net interest margin (4)                                                                         2.81  %                                                3.07  %
Ratio of average interest-earning assets to                                                    160.9  %                                               138.6  %
interest-bearing liabilities
Total average deposits                                      17,698                                                 14,305


(1)Includes nonaccrual loans. For further information on nonaccrual loans, see
Note 4 - Loans Held-for-Investment.
(2)Includes noninterest-bearing custodial deposits that arise due to the
servicing of loans for others.
(3)Interest rate spread is the difference between rates of interest earned on
interest-earning assets and rates of interest paid on interest-bearing
liabilities.
(4)Net interest margin is net interest income divided by average
interest-earning assets.

                                       8
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The following table presents the dollar amount of changes in interest income and
interest expense for the components of interest-earning assets and
interest-bearing liabilities. The table distinguishes between the changes
related to average outstanding balances (changes in volume while holding the
initial rate constant) and the changes related to average interest rates
(changes in average rates while holding the initial balance constant). The
rate/volume mix variances are allocated to rate.
                                                            Three Months Ended,                         Nine Months Ended,
                                                  September 30, 2020 versus June 30, 2020            September 30, 2020 versus
                                                        Increase (Decrease) Due to:                 September 30, 2019 Increase
                                                                                                        (Decrease) Due to:
                                                     Rate         Volume          Total             Rate      Volume      Total
                                                                               (Dollars in millions)
Interest-Earning Assets
Loans held-for-sale                               $    (3)   $            -    $     (3)         $   (43)   $     66    $    23
Loans held-for-investment
Residential first mortgage                             (1)               (2)         (3)              (4)         (9)       (13)
Home equity                                             -                 -           -              (11)          7         (4)
Other                                                   -                 1           1               (7)         18         11
Total consumer loans                                   (1)               (1)         (2)             (22)         16         (6)
Commercial real estate                                  -                (1)         (1)             (37)         25        (12)
Commercial and industrial                               -                (3)         (3)             (20)          3        (17)
Warehouse lending                                      (1)               19          18              (34)         79         45
Total commercial loans                                 (1)               15          14              (91)        107         16
Total loans held-for-investment                        (2)               14          12             (113)        123         10
Loans with government guarantees                       (5)                6           1              (15)         16          1
Investment securities                                  (1)               (4)         (5)              (8)          3         (5)
Interest-earning deposits and other                     -                 -           -               (3)          1         (2)
Total interest-earning assets                     $   (11)   $           16 

$ 5 $ (182) $ 209 $ 27 Interest-Bearing Liabilities Interest-bearing deposits

$    (6)   $            1 

$ (5) $ (37) $ 4 $ (33) Short-term FHLB advances and other borrowings

           1                (1)          -              (43)         15        (28)
Long-term FHLB advances                                 -                 -           -               (4)          9          5
Other long-term debt                                   (2)                -          (2)              (3)          -         (3)
Total interest-bearing liabilities                     (7)                -          (7)             (87)         28        (59)
Change in net interest income                     $    (4)   $           16    $     12          $   (95)   $    181    $    86



Comparison to Prior Quarter

  Net interest income increased $12 million, or 7 percent, to $180 million for
the third quarter 2020 as compared to the second quarter 2020. The increase was
primarily driven by warehouse loan growth partially offset by lower net interest
margin as the impact of lower interest rates on deposit and borrowing costs was
more than offset by lower yields on earning assets which included $1.3 million
higher LGG loans in forbearance that have not been repurchased and do not bear
interest. Average earnings assets increased $2.0 billion, reflecting increases
of $2.5 billion in average total loans, partially offset by a $0.6 billion
decrease in average investment securities.

The net interest margin in the third quarter of 2020 was 2.78 percent, an 8
basis point decrease from the prior quarter. Excluding the impact from the loans
with government guarantees discussed above, adjusted net interest margin
expanded 6 basis points to 2.94 percent in the third quarter, compared to
adjusted net interest margin of 2.88 percent in the prior quarter. The increase
in the adjusted net interest margin was primarily driven by $1.9 billion (51
percent) higher average warehouse loan balances as we grew our business and took
advantage of the strong mortgage market along with lower rates on retail banking
deposits and borrowing costs. Retail banking deposit rates decreased 22 basis
points driven by the expiration of promotional rates on some of our savings
deposits and the maturity of higher cost time deposits.

Loans held-for-investment averaged $14.8 billion for the third quarter of 2020,
increasing $1.2 billion (9 percent) from the prior quarter. The increase was
primarily driven by $1.9 billion (51 percent) higher average warehouse loan
balances as we grew our business and took advantage of the strong mortgage
market, partially offset by $0.5 billion (9 percent) lower average commercial
loans, excluding warehouse, primarily due to a decrease in our home builder
finance portfolio and the sale of the PPP loans during the third quarter.

Average total deposits were $19.6 billion in the third quarter 2020, increasing $1.8 billion (10 percent) from the second quarter 2020. Average custodial deposits increased $1.1 billion (18 percent) due to higher prepayments from mortgage


                                       9
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refinancings, average government deposits increased $0.3 billion (29 percent)
and retail deposits increased $0.2 billion (2 percent) primarily due to changes
in consumer behavior and spending patterns since the COVID-19 pandemic began and
higher cash balances being carried by commercial depositors.

Comparison to Prior Year to Date



  Net interest income increased $86 million, for the nine months ended
September 30, 2020, compared to the same period in 2019. The 21 percent increase
was driven by growth in average interest-earning assets led by the warehouse and
LHFS portfolios. Volume growth was partially offset by a 26 basis point decline
in net interest margin to 2.81 percent for the nine months ended September 30,
2020, as compared to 3.07 percent for the nine months ended September 30, 2019
primarily attributable to the interest rate cuts occurring in late 2019 and in
March 2020.
  Average interest-earnings assets increased $5.8 billion due primarily to
growth in the warehouse portfolio, due to increased volume from the favorable
mortgage environment and improvements in market share, and the LHFS portfolio
which benefited from the favorable mortgage environment due to lower market
rates. Average loans with government guarantees increased $0.8 billion due to a
$0.5 billion increase in average GNMA loans in forbearance for the nine months
ended September 30, 2020. Average non-warehouse commercial portfolios increased
$677 million driven by broad-based growth across CRE and C&I throughout 2020.

  Average interest-bearing liabilities increased $1.9 billion, driven by
increases of $672 million and $621 million in long-term and short-term FHLB
borrowings, respectively, which were used to fund asset growth while taking
advantage of the lower interest rate environment. Average total deposits
increased $3.4 billion driven by higher custodial deposits which resulted from
growth in subservicing and higher refinance activity, and growth in retail
deposits as customer balances grew due to the impact of COVID-19 on customer
behavior and spending patterns.

Provision for Credit Losses



The provision for credit losses was $32 million for the three months ended
September 30, 2020, compared to $102 million for the three months ended June 30,
2020. The decrease in the provision is primarily driven by the significant
provision taken in during the second quarter of 2020 due to our forecast of
economic and credit conditions as impacted by COVID-19. The additional provision
in the third quarter of 2020 reflects our belief that the economy will continue
to be challenged by the response to the COVID-19 pandemic for an extended period
of time, especially as it relates to consumer loans in forbearance and
commercial real estate loans.

The provision for credit losses and unfunded commitments was $148 million for
the nine months ended September 30, 2020, compared to $18 million for the nine
months ended September 30, 2019. The increase is reflective of the adoption of
CECL in 2020 and an increase due to changes in the economic forecast used in the
ACL models and judgment we applied related to those forecasts as a result of the
ongoing COVID-19 pandemic.

For further information on the provision for credit losses see MD&A - Credit Quality.


                                       10
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Noninterest Income

The following tables provide information on our noninterest income and other mortgage metrics:


                                              Three Months Ended,                             Nine Months Ended,
                                           September 30,   June 30,                      September 30,  September 30,
                                               2020          2020        Change              2020           2019          Change
                                                                            (Dollars in millions)
Net gain on loan sales                     $      346    $     303    $      43          $      739    $        234    $     505
Loan fees and charges                              45           41            4                 112              70           42
Net return (loss) on mortgage servicing            12           (8)          20                  10               9            1

rights


Loan administration income                         26           21            5                  59              22           37
Deposit fees and charges                            8            7            1                  24              28           (4)
Other noninterest income                           15           14            1                  44              85          (41)
Total noninterest income                   $      452    $     378    $      74          $      988    $        448    $     540


                                                  Three Months Ended,                           Nine Months Ended,
                                               September 30,   June 30,                     September 30, September 30,
                                                    2020         2020       Change              2020          2019        Change
                                                                              (Dollars in millions)
Mortgage rate lock commitments                 $    15,000    $ 13,800    $ 

1,200 $ 40,000 $ 24,100 $ 15,900 (fallout-adjusted) (1)(3) Mortgage loans originated (3)

$    14,400    $ 12,200    $ 

2,200 $ 35,200 $ 23,400 $ 11,800 Net margin on mortgage rate lock commitments 2.31 % 2.19 %

     0.12  %            1.85   %      0.96   %     0.89  %
(fallout-adjusted) (1)(2)
Mortgage loans sold and securitized (3)        $    14,500    $ 12,900    $ 

1,600 $ 34,900 $ 22,200 $ 12,700




(1)Fallout-adjusted refers to mortgage rate lock commitments which are adjusted
by estimates of the percentage of mortgage loans in the pipeline that are not
expected to close based on our historical experience and the impact of changes
in interest rates.
(2)Gain on sale margin is based on net gain on loan sales (excludes net gain on
loan sales of $3 million and $2 million from loans transferred from LHFI during
the nine months ended September 30, 2020 and September 30, 2019, respectively)
to fallout-adjusted mortgage rate lock commitments.
(3)Rounded to nearest hundred million.

Comparison to Prior Quarter

Noninterest income increased $74 million for the three months ended September 30, 2020, compared to the three months ended June 30, 2020, primarily due to the following:



•Net gain on loan sales increased $43 million to $346 million, as compared to
$303 million in the second quarter 2020. The net gain on loan sale margin
increased 12 basis points, to 2.31 percent for the third quarter 2020, as
compared to 2.19 percent for the second quarter 2020. The margin increase was
primarily driven by improved execution in secondary marketing and the gain
associated with the RMBS transaction during the quarter. Fallout-adjusted locks
increased $1.2 billion, or 9 percent, to $15.0 billion, as historically low
interest rates continued to support a strong refinance market.
•Net return (loss) on mortgage servicing rights increased $20 million to a $12
million net return for the third quarter of 2020, compared to an $8 million net
loss for the second quarter 2020. The third quarter 2020 MSR return normalized
following the MSR valuation decrease caused by rising prepayment speeds during
the second quarter of 2020 which did not reoccur. The UPB of loans serviced for
others also increased 26 percent driving a $6 million increase in service fee
income.
•Loan administration income increased $5 million to $26 million for the third
quarter of 2020, compared to $21 million for the second quarter 2020, largely
driven by a decline in LIBOR-based fees paid to sub-servicing customers on
custodial deposits and an increase in the average number of loans being
subserviced and higher monthly services fees for loans in forbearance.
•Loan fees and charges increased $4 million to $45 million for the third quarter
of 2020, compared to $41 million for the second quarter 2020, resulting from a
19 percent increase in mortgage closings partially offset by lower ancillary
fees on subserviced loans.
                                       11
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Comparison to Prior Year to Date

Noninterest income increased $540 million for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019, primarily due to the following:



•Net gain on loan sales increased $505 million, primarily due to $15.9 billion
higher fallout adjusted locks driven by the favorable mortgage environment
supported by historically low interest rates. In addition, the 0.89 percent
increase in gain on sale margin was driven by managing our volume level within
our channels and products to fit our fulfillment capacity made possible by
demand due to favorable market conditions which has led to higher closings in
our retail channel, which supports a higher gain on sale.
•Loan fees and charges increased $42 million primarily driven by an increase in
retail closings along with $14 million higher subservicing ancillary fees driven
by fees related to forbearance programs.
•Loan administration income increased $37 million, driven about equally by a
decline in LIBOR-based fees paid to sub-servicing customers on custodial
deposits and higher subservice fee income due to an increase in the average
number of loans being subserviced and an increase in the number of loans past
due which are charged a higher servicing rate.
•Other noninterest income declined $41 million primarily due to the $25 million
DOJ Liability fair value adjustment in 2019 which did not reoccur (see Note 15 -
Legal Proceedings, Contingencies and Commitments for additional information) and
$7 million of AFS investment security gains recorded in 2019 that did not
reoccur in 2020 along with lower returns on other investments due to lower
interest rates.
•Deposit fees and charges decreased $4 million, to $24 million for the nine
months ended September 30, 2020, primarily driven by a decrease in
non-sufficient funds fee income due to higher customer balances and fees we
elected to waive to support our customers during the initial COVID-19 surge.

Noninterest Expense



  The following table sets forth the components of our noninterest expense:
                                              Three Months Ended,                               Nine Months Ended,
                                          September 30,     June 30,                       September 30,   September 30,
                                               2020           2020        Change               2020            2019          Change
                                                                             (Dollars in millions)
Compensation and benefits                $        123     $     116    $       7          $       341     $        275    $      66
Occupancy and equipment                            47            44            3                  132              118           14
Commissions                                        72            61           11                  162               76           86
Loan processing expense                            24            25           (1)                  69               60            9
Legal and professional expense                      9             5            4                   20               18            2
Federal insurance premiums                          6             7           (1)                  19               14            5
Intangible asset amortization                       3             4           (1)                  10               11           (1)
Other noninterest expense                          21            34          (13)                  84               71           13
Total noninterest expense                $        305     $     296    $       9          $       837     $        643    $     194
Efficiency ratio                                 48.3   %      54.3  %      (6.0) %              56.4   %         75.0  %     (18.6) %
Average number of FTE                           4,789         4,451          338                4,589            4,071          518


Comparison to Prior Quarter

Noninterest expense increased $9 million for the three months ended September 30, 2020, compared to the three months ended June 30, 2020 primarily due to the following:



•Commissions increased $11 million due to $2.3 billion, or 19 percent, higher
mortgage closings.
•Compensation and benefits expense increased $7 million from the prior quarter.
This was primarily due to a 5 percent increase in FTE, the capitalization of
direct PPP loan origination costs in the second quarter which did not reoccur
and the accelerated vesting of certain components of executive compensation that
resulted from the most recent secondary share offering. This was partially
offset by lower incentive compensation as the second quarter 2020 included a
catch-up adjustment as a result of the strong financial performance.
                                       12
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•Other noninterest expense decreased $13 million from the prior quarter due to
certain expenses in the second quarter that did not reoccur this quarter and are
not expected to reoccur in the future, including certain performance-related
earn out adjustments related to our Opes Advisors acquisition.

Comparison to Prior Year to Date

Noninterest expense increased $194 million for the nine months ended September 30, 2020, compared to the nine months ended September 30, 2019 primarily due to the following:



•Compensation and benefits increased $66 million, primarily due to a 13 percent
increase in average FTE which was impacted by bringing default servicing in
house and adding variable mortgage closing capacity in response to the robust
mortgage performance along with an increase in incentive compensation attributed
to stronger financial results.
•Commissions and loan processing increased $86 million and $9 million,
respectively, primarily driven by $11.8 billion higher mortgage closings along
with a shift in channel mix from TPO to retail which supports a higher gain on
sale but also has higher commission rates and costs.
•Occupancy and equipment increased $14 million primarily due to increases in IT
software expenses and depreciation expense which includes certain costs
associated with taking our workforce remote during 2020 in response to the
COVID-19 pandemic.
•Other noninterest expense increased $13 million primarily driven by higher
mortgage related expenses including certain performance-related earn out
adjustments related to our Opes Advisors acquisition.

Provision for Income Taxes



  Our provision for income taxes for the three and nine months ended
September 30, 2020, was $73 million and $115 million, respectively. Our
effective tax rate was 24.7 percent for the three months ended September 30,
2020, compared to an effective tax rate of 21.5 percent for the three months
ended June 30, 2020. The higher rate was the result of our higher level of
income, which is taxed at higher marginal tax rates. Also contributing to the
higher rate was the delay of certain tax planning strategies.

Operating Segments



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

  As a result of management's evaluation of our segments, effective January 1,
2020, certain departments have been re-aligned between the Community Banking and
Mortgage Originations segments. Specifically, a majority of the residential
mortgage HFI portfolio is now part of the Mortgage Originations segment. The
income and expenses relating to these changes are reflected in our financial
statements and all prior period segment financial information has been recast to
conform to the current presentation.

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

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

For detail on each segment's objectives, strategies, and priorities, please read this section in conjunction with Note 17 - Segment Information.


                                       13
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Community Banking



Our Community Banking segment serves commercial, governmental and consumer
customers in our banking footprint which spans throughout Michigan, Indiana,
California, Wisconsin, Ohio and contiguous states. We also serve home builders,
correspondents, and commercial customers on a national basis. The Community
Banking segment originates and purchases loans, while also providing deposit and
fee based services to consumer, business, and mortgage lending customers.

Our commercial customers operate in a diversified range of industries including
financial, insurance, service, manufacturing, and distribution. We offer
financial products to these customers for use in their normal business
operations, as well as provide financing of working capital, capital
investments, and equipment. Additionally, our commercial real estate business
supports income producing real estate and home builders. The Community Banking
segment also offers warehouse lines of credit to non-bank mortgage lenders.

Our Community Banking segment has seen continued growth driven by our warehouse
portfolio which has benefited from the robust mortgage market in the first nine
months of 2020. Our relationship-based approach and speed of execution also
enabled us to add new customers as well as increase lines for existing customers
during the quarter. In addition, we continue to maintain our disciplined
underwriting in this business. In the 12 months ended September 30, 2020, our
commercial loan portfolio has grown 59 percent to $12.1 billion while our
consumer loan portfolio has decreased 11 percent to $4.4 billion. Average
deposits for the nine months ended September 30, 2020 increased to $10.8
billion, compared to $10.2 billion for the same period in 2019 driven primarily
by higher customer balances.
                                               Three Months Ended,                             Nine Months Ended,
Community Banking                           September 30,   June 30,                     September 30,   September 30,
                                                2020          2020       Change              2020            2019          Change
                                                                             (Dollars in millions)
Summary of Operations
Net interest income                         $      158    $     133    $   

25 $ 395 $ 296 $ 99 Provision (benefit) for credit losses

               (2)          (3)          1                   3                17         (14)
Net interest income after provision for            160          136          24                 392               279         113
credit losses
Net gain (loss) on loan sales                        2            -           2                   2               (10)         12
Loan fees and charges                                -            -           -                   1                 1           -
Loan administration expense                         (1)          (1)          -                  (2)               (3)          1
Other noninterest income                            15           12           3                  43                46          (3)
Total noninterest income                            16           11           5                  44                34          10
Compensation and benefits                           28           24           4                  79                77           2
Commissions                                          1            -           1                   2                 1           1
Loan processing expense                              1            1           -                   4                 5          (1)
Other noninterest expense                           63          124         (61)                231               125         106
Total noninterest expense                           93          149         (56)                316               208         108
Income before indirect overhead allocations         83           (2)         85                 120               105          15
and income taxes
Indirect overhead allocation                       (11)         (11)          -                 (31)              (30)         (1)
Provision (benefit) for income taxes                15           (3)         18                  19                16           3
Net income                                  $       57    $     (10)   $     67          $       70    $           59    $     11

Key Metrics
Average number of FTE employees                  1,253        1,266         (13)              1,282             1,316         (34)



                                       14

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Comparison to Prior Quarter



  The Community Banking segment reported net income of $57 million for the three
months ended September 30, 2020, compared to net loss of $10 million for the
three months ended June 30, 2020. The $67 million increase was driven by the
following:

•Other noninterest expense decreased $61 million primarily driven by a decrease
in the intersegment expense allocation from the impact of the degradation of
economic forecasts and credit downgrades on the provision for credit losses.
•Net interest income increased $25 million primarily driven by warehouse loan
growth and the impact of lower interest rates on borrowing costs, especially
core deposits due to the expiration of promotional rates on some of our savings
deposits and the maturity of higher cost time deposits, partially offset by
lower yields on earning assets.
•Compensation and benefits expense increased $4 million primarily due to the
capitalization of direct PPP loan origination costs in the second quarter which
did not reoccur.

Comparison to Prior Year to Date



  The Community Banking segment reported net income of $70 million for the nine
months ended September 30, 2020, compared to $59 million for the nine months
ended September 30, 2019. The increase was driven by the following:

•Net interest income increased $99 million driven by higher average loan and
deposit balances, led by our warehouse business partially offset by lower
margins due to rate cuts that have occurred over the past year.
•Provision (benefit) for credit losses was $14 million lower primarily due to
lower net charge-offs as 2019 included the charge-off of the Live Well
commercial loan.
•Noninterest income increased $10 million as during 2020 the Community Banking
segment has not repurchased any residential HELOC loans from the Mortgage
Originations segment. In 2019, HELOC purchases from the Mortgage Originations
segment resulted in upfront losses for the Community Banking segment.
•Noninterest expense increased $108 million primarily driven by higher
intersegment expense allocation from the impact of the degradation in the
economic forecasts and credit downgrades on the provision for credit losses.
                                       15
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Mortgage Originations



  We are a leading national originator of residential first mortgages. Our
Mortgage Originations segment utilizes multiple distribution channels to
originate or acquire one-to-four family residential mortgage loans on a national
scale, primarily to sell. We originate and retain certain mortgage loans in our
LHFI portfolio which generate interest income in the Mortgage Originations
segment.
                                                     Three Months Ended,                            Nine Months Ended,
Mortgage Originations                             September 30,    June 30,                    September 30,  September 30,
                                                      2020           2020       Change              2020          2019        Change
                                                                                 (Dollars in millions)
Summary of Operations
Net interest income                             $           49    $     56

$ (7) $ 147 $ 103 $ 44 Provision (benefit) for credit losses

                       (3)         (2)        (1)                  (8)           (3)         (5)
Net interest income after provision for credit              52          58         (6)                 155           106          49
losses
Net gain on loan sales                                     344         303         41                  737           243         494
Loan fees and charges                                       29          22          7                   68            47          21
Loan administration expense                                (10)         (8)        (2)                 (25)          (16)         (9)
Net return (loss) on mortgage servicing rights              12          (8)        20                   10             9           1
Other noninterest income                                     3           1          2                    5             9          (4)
Total noninterest income                                   378         310         68                  795           292         503
Compensation and benefits                                   42          38          4                  111            79          32
Commissions                                                 71          61         10                  160            75          85
Loan processing expense                                     15          14          1                   39            23          16
Other noninterest expense                                   32          56        (24)                 114            63          51
Total noninterest expense                                  160         169         (9)                 424           240         184
Income before indirect overhead allocations and            270         199         71                  526           158         368
income taxes
Indirect overhead allocation                               (18)        (15)        (3)                 (45)          (30)        (15)
Provision for income taxes                                  53          39         14                  101            26          75
Net income                                      $          199    $    145    $    54          $       380    $      102    $    278

Key Metrics
Mortgage rate lock commitments                  $       15,000    $ 13,800

$ 1,200 $ 40,000 $ 24,100 $ 15,900 (fallout-adjusted) (1)(2) Average number of FTE employees

                          1,758       1,599        159                1,675         1,406         269


(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 impact of changes in interest rates.
(2)Rounded to nearest hundred million.

Comparison to Prior Quarter



  The Mortgage Originations segment reported net income of $199 million for the
three months ended September 30, 2020 as compared to $145 million for the three
months ended June 30, 2020. The increase was driven by the following:

•Net gain on loan sales increased $41 million, to $344 million, as compared to
$303 million in the second quarter 2020. The net gain on loan sale margin
increased 12 basis points, to 2.31 percent for the third quarter 2020, as
compared to 2.19 percent for the second quarter 2020. The increase was primarily
driven by improved execution in secondary marketing and the gain associated with
the RMBS transaction we executed during the quarter. Fallout-adjusted locks
increased $1.2 billion, or 9 percent, to $15.0 billion, as historically low
interest rates continued to support a strong refinance market.
•Net return (loss) on mortgage servicing rights increased $20 million, to a $12
million net gain for the third quarter of 2020, compared to an $8 million net
loss for the second quarter 2020. The third quarter 2020 MSR return normalized
following the MSR valuation decrease caused by rising prepayment speeds in the
second quarter of 2020.
•Loan fees and charges, commissions and loan processing expense all increased
due to $2.3 billion higher mortgage closings in the third quarter of 2020.
                                       16
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•Other noninterest expense decreased $24 million primarily driven by certain
performance-related earn out adjustments related to our Opes Advisors
acquisition in the second quarter of 2020 along with a decrease in the
intersegment expense allocation of $8 million from the impact of the degradation
of economic forecasts and credit downgrades on the provision for credit losses.
•Net interest income declined $7 million driven about equally by lower average
HFS and HFI mortgage balances as deliveries and payoffs outpaced new closings
and yields continued to decline in line with market rates.

Comparison to Prior Year to Date



  The Mortgage Originations segment reported net income of $380 million for the
nine months ended September 30, 2020 and $102 million for the nine months ended
September 30, 2019. The increase was driven by the following:

•Net gain on loan sales increased $494 million, to $737 million, as compared to
$243 million in the first nine months of 2019. Fallout adjusted locks increased
$15.9 billion, or 65 percent, to $40.0 billion, primarily driven by low interest
rates that fueled a strong refinance market. The net gain on loan sale margin
increased 89 basis points to 1.85 percent for the first nine months of 2020, as
compared to 0.96 percent for the first nine months of 2019 reflecting our
management of volume level to fit our fulfillment capacity driven by demand due
to market conditions, in addition to a higher mix of retail closings (29 percent
during the first nine months of 2020 compared to 20 percent for the first nine
months of 2019).
•Net interest income increased $44 million primarily due to $2.0 billion higher
average LHFS balances resulting from increased mortgage production.
•Loan fees and charges, commissions and loan processing expense all increased
due to $11.8 billion higher closings and increased retail mix in the first half
of 2020.
•Other noninterest expense increased $51 million primarily driven by an increase
in the intersegment expense allocation from the impact of the degradation of
economic forecasts and credit downgrades on the provision for credit losses.

Mortgage Servicing



  The Mortgage Servicing segment services loans when we hold the MSR asset, and
subservices mortgage loans for others through a scalable servicing platform on a
fee for service basis. We may also collect ancillary fees and earn income
through the use of noninterest bearing escrows. The loans we service generate
custodial deposits which provide a stable funding source which support
interest-earning asset generation in the Community Banking and Mortgage
Originations segments. Revenue for serviced and subserviced loans is earned on a
contractual fee basis, with the fees varying based on our responsibilities and
the delinquency status of the underlying loans. The Mortgage Servicing segment
also services residential mortgages for our LHFI portfolio in the Community
Banking segment and our own MSR portfolio in the Mortgage Originations segment
for which it earns intersegment revenue on a fee per loan basis.
                                       17
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                                                 Three Months Ended,                             Nine Months Ended,
Mortgage Servicing                          September 30,     June 30,                      September 30,  September 30,
                                                 2020           2020        Change              2020           2019          Change
                                                                              (Dollars in millions)
Summary of Operations
Net interest income                         $         5    $         4    $      1          $       14    $         11    $       3

Loan fees and charges                       $        16    $        19    $     (3)         $       43    $         22    $      21
Loan administration income                           40             36           4                 112              91           21
Total noninterest income                             56             55           1                 155             113           42
Compensation and benefits                            12             11           1                  33              19           14
Loan processing expense                               8              9          (1)                 24              30           (6)
Other noninterest expense                            21             17           4                  57              43           14
Total noninterest expense                            41             37           4                 114              92           22
Income before indirect overhead allocations          20             22          (2)                 55              32           23
and income taxes
Indirect overhead allocation                         (4)            (6)          2                 (15)            (13)          (2)
Provision for income taxes                            3              3           -                   8               4            4
Net income                                  $        13    $        13    $      -          $       32    $         15    $      17

Key Metrics
Average number of residential loans           1,073,000      1,062,000      11,000           1,098,000         979,000      119,000
serviced (1)
Average number of FTE employees                     582            520          62                 541             275          266


(1)Rounded to nearest thousand.

The following table presents loans serviced and the number of accounts associated with those loans:

September 30, 2020                           June 30, 2020                              March 31, 2020                           December 31, 2019                          September 30, 2019
                                       Unpaid                                     Unpaid                                     Unpaid                                     Unpaid                                     Unpaid
                                      Principal     Number of accounts           Principal     Number of accounts           Principal     Number of accounts           Principal     Number of accounts           Principal    

Number of accounts
                                     Balance (1)                                Balance (1)                                Balance (1)                                Balance (1)                                Balance (1)
                                                                                                                                (Dollars in millions)
Loan servicing
Subserviced for others (2)         $    180,981         893,559               $    174,517         854,693               $    193,037                 916,989       $    194,638         918,662               $    171,145

826,472


Serviced for others (3)                  37,908         148,868                     29,846         122,779                     23,439                 102,338             24,003         105,469                     25,039       

106,992


Serviced for own loan portfolio           8,469          62,486                      9,211          64,142                      8,539                  63,085              9,536          66,526                      8,058        

60,088

(4)


Total loans serviced               $    227,358       1,104,913               $    213,574       1,041,614               $    225,015       1,082,412               $    228,177       1,090,657               $    204,242         993,552


(1)UPB, net of write downs, does not include premiums or discounts.
(2)Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes
temporary short-term subservicing performed as a result of sales of
servicing-released MSRs.
(3)Loans for which Flagstar owns the MSR.
(4)Includes LHFI (residential first mortgage, home equity and other consumer),
LHFS (residential first mortgage) and loans with government guarantees
(residential first mortgage).

Comparison to Prior Quarter



The Mortgage Servicing segment reported net income of $13 million for the three
months ended September 30, 2020, consistent with net income reported for the
three months ended June 30, 2020. Loan administration income increased $4
million, driven by an increase in the average number of subserviced loans and
higher monthly service fees for loans in forbearance. This was mostly offset by
a $3 million decrease in loan fees and charges driven by lower ancillary fees.

                                       18
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Comparison to Prior Year to Date



The Mortgage Servicing segment reported net income of $32 million for the nine
months ended September 30, 2020, compared to net income of $15 million for the
nine months ended September 30, 2019. The $17 million increase in net income was
driven by a $42 million increase in noninterest income, a result of a decline in
LIBOR-based fees paid to sub-servicing customers on custodial deposits, higher
ancillary income driven by increases in forbearance and loss mitigation
activities, and higher subservice fee income due to an increase in the average
number of subserviced loans as well as an increase in the number of delinquent
loans which carry a higher servicing charge. This was partially offset by a $14
million increase in compensation and benefits expense primarily due to business
growth, including bringing default servicing in-house in late 2019. Other
noninterest expense increased $14 million driven by an increase in loans
serviced and other fees, including software costs and corporate allocations.

Other



  The Other segment includes the treasury functions, which include the impact of
interest rate risk management, balance sheet funding activities and the
investment securities portfolios, as well as other expenses of a corporate
nature, including corporate staff, risk management, and legal expenses which are
charged to the line of business segments. The Other segment charges each
operating segment a daily funds transfer pricing rate on their average assets
which resets more rapidly than the underlying borrowing costs resulting in an
asset sensitive position. In addition, the Other segment includes revenue and
expenses not directly assigned or allocated to the Community Banking, Mortgage
Originations or Mortgage Servicing segments.
                                               Three Months Ended,                            Nine Months Ended,
Other                                       September 30,   June 30,                     September 30,  September 30,
                                                2020          2020       Change              2020           2019         Change
                                                                            (Dollars in millions)
Summary of Operations
Net interest income                         $      (32)   $     (25)   $     (7)         $      (60)   $          -    $    (60)
Provision for credit losses                         37          107         (70)                153               4         149
Net interest income after provision for            (69)        (132)         63                (213)             (4)       (209)
credit losses
Net gain on loan sales                               -            -           -                   -               1          (1)
Loan administration income (expense)                (3)          (6)          3                 (26)            (50)         24
Other noninterest income                             5            8          (3)                 20              58         (38)
Total noninterest income                             2            2           -                  (6)              9         (15)
Compensation and benefits                           41           43          (2)                118             100          18
Loan processing expense                              -            1          (1)                  2               2           -
Other noninterest expense                          (30)        (103)         73                (137)              1        (138)
Total noninterest expense                           11          (59)         70                 (17)            103        (120)

Income before indirect overhead allocations (78) (71)


 (7)               (202)            (98)       (104)
and income taxes
Indirect overhead allocation                        33           32           1                  91              73          18
Provision for income taxes                           2           (7)          9                 (13)             (9)         (4)
Net income (loss)                           $      (47)   $     (32)   $    (15)         $      (98)   $        (16)   $    (82)

Key Metrics
Average number of FTE employees                  1,163        1,142          21               1,163           1,056         107



                                       19

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Comparison to Prior Quarter



  The Other segment reported a net loss of $47 million, for the three months
ended September 30, 2020, compared to a net loss of $32 million for the three
months ended June 30, 2020. The $15 million higher loss was primarily driven by
a decrease in net interest income as a result of the Bank's overall asset
sensitive position and the lower average rates throughout the third quarter. The
provision for credit losses decreased $70 million as a result of the significant
provision taken in second quarter of 2020 due to our forecast of economic and
credit conditions as impacted by COVID-19. The additional provision in the third
quarter of 2020 reflects our belief that the economy will continue to be
challenged by the response to the COVID-19 pandemic for an extended period of
time, especially as it relates to consumer loan forbearance and the commercial
real estate sector. The provision for credit losses is directly allocated to the
other applicable segments through other noninterest expense. The majority of all
other activity within the Other segment largely offsets and is allocated back to
the operating segments, recorded as contra other noninterest expense.

Comparison to Prior Year to Date



  The Other segment reported a net loss of $98 million, for the nine months
ended September 30, 2020, compared to net loss of $16 million for the nine
months ended September 30, 2019. The $82 million decrease was primarily due to a
$60 million decrease in net interest income as a result of the Bank's overall
asset sensitive position and the lower average rates during the nine months
ended September 30, 2020 as compared to the nine months ended September 30,
2019. The nine months ended September 30, 2019 also includes a $25 million
benefit from the DOJ Liability fair value adjustment. The provision for credit
losses increased $149 million primarily due to changes in the forecasts of
economic conditions and impacts of COVID-19. With the adoption of CECL on
January 1, 2020, the difference between the consolidated provision for credit
losses and the sum of total net charge-offs and the change in loan balances is
still assigned to the Other segment. However, this amount now includes changes
related to the economic forecasts, model changes, qualitative adjustments and
credit downgrades. The provision for credit losses is then directly allocated to
the other applicable segments through other noninterest expense. The majority of
all other activity within the Other segment largely offsets and is allocated
back to the operating segments, recorded as contra other noninterest expense.

Risk Management



  Certain risks are inherent in our business and include, but are not limited
to, operational, strategic, credit, regulatory compliance, legal, reputational,
liquidity, market and cybersecurity. We continuously invest in our risk
management activities which are focused on ensuring we properly identify,
measure and manage such risks across the entire enterprise to maintain safety
and soundness and maximize profitability. We hold capital to protect us from
unexpected loss arising from these risks.

  A comprehensive discussion of risks affecting us can be found in the Risk
Factors section included in Part I, Item 1A of our Annual Report on Form 10-K
for the year ended December 31, 2019 and in Part II, Item 1A of this Quarterly
Report on Form 10-Q. Some of the more significant processes used to manage and
control credit, market, liquidity and operational risks are described in the
following paragraphs.

Credit Risk

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

                                       20
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  We maintain credit limits in compliance with regulatory requirements. Under
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 plus Tier 2 capital and any
portion of the allowance for credit losses not included in the Tier 2 capital.
This limit was $371 million as of September 30, 2020. We maintain a more
conservative maximum internal Bank credit limit than required by HOLA of $100
million to any one borrower/obligor relationship, with the exception of
warehouse borrower/obligor relationships which have a higher internal Bank limit
of $125 million. During 2020, the Board approved the extension of short-term
"overlines" to certain warehouse borrowers as all advances are fully
collateralized by residential mortgage loans and this asset class has had very
low levels of historical loss, resulting in a temporary increase of the
warehouse borrower limit to $175 million. We have a tracking and reporting
process to monitor lending concentration levels, and all credit exposures to a
single or related borrower that exceed $50 million must be approved by the Board
of Directors.

  Our commercial loan portfolio has been built on our relationship-based lending
strategy. We provide financing and banking products to our commercial customers
in our core banking footprint and will follow those established customer
relationships to meet their financing needs in areas outside of our footprint.
We have also formed relationship lending on a national scale through our home
builder finance and warehouse lending businesses. At September 30, 2020, we
had $12.1 billion in our commercial loan portfolio with our warehouse lending
and home builder finance businesses accounting for 63 percent of the total. Of
the remaining commercial loans in our portfolio, the majority of CRE and C&I
loans were with customers who have established relationships within our core
banking footprint.

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

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

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

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

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

  The home builder finance group is a national relationship-based lending
platform that focuses on markets with strong housing fundamentals and higher
population growth potential. The team primarily originates construction and
development loans. We generally lend in metropolitan areas or counties where
verifiable market statistics and data are readily available to
                                       21
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support underwriting and ongoing monitoring. We also evaluate the jurisdictions
and laws, demographic trends (age, population and income), housing
characteristics and economic indicators (unemployment, economic growth,
household income trends) for the geographies where our borrowers primarily
operate. We engage independent licensed professionals to supply market studies
and feasibility reports, environmental assessments and project site inspections
to complement the procedures we perform internally. Further, we perform ongoing
monitoring of the projects including periodic inspections of collateral and
annual portfolio and individual credit reviews.

  The consumer loan portfolio has been built on strong underwriting criteria and
within concentration limits intended to diversify our risk profile. We have
built our consumer loan portfolio by adding high quality first mortgage loans to
our balance sheet making up 57 percent of our total consumer loan portfolio at
September 30, 2020.

Loans held-for-investment

  The following table summarizes amortized cost of our loans held-for-investment
by category:
                                                September 30,                             December 31,
                                                     2020          % of Total                 2019          % of Total               Change
                                                                                    (Dollars in millions)
Consumer loans
Residential first mortgage                      $     2,472                15.0  %       $     3,154                26.0  %       $    (682)
Home equity (1)                                         924                 5.6  %             1,024                 8.4  %            (100)
Other                                                   973                 5.9  %               729                 6.0  %             244
Total consumer loans                                  4,369                26.5  %             4,907                40.5  %            (538)
Commercial loans
Commercial real estate                                2,996                18.2  %             2,828                23.3  %             168
Commercial and industrial                             1,520                 9.2  %             1,634                13.5  %            (114)
Warehouse lending                                     7,591                46.1  %             2,760                22.8  %           4,831
Total commercial loans                               12,107                73.5  %             7,222                59.5  %           4,885
Total loans held-for-investment                 $    16,476               100.0  %       $    12,129               100.0  %       $   4,347

(1)Includes second mortgages, HELOCs and HELOANs.



  Prior to March 2020 we had continued to strengthen our Community Banking
segment by growing our consumer and commercial real estate LHFI. Due to the
COVID-19 pandemic, subsequent to March 2020 we have focused on managing credit
in our CRE and C&I portfolios while growing our lower-risk, higher return
warehouse lending portfolio. This drove growth in our commercial loan portfolio
of $4.9 billion, or 68 percent, from December 31, 2019 to September 30, 2020.
Our consumer loan portfolio decreased $538 million, or 11 percent, from
December 31, 2019 to September 30, 2020 as a $244 million increase in other
consumer loans was more than offset by a $682 million decrease in residential
first mortgage loans due to higher refinance activity and lower new closings to
the HFI portfolio.

  Residential first mortgage loans. We originate or purchase various types of
conforming and non-conforming fixed and adjustable rate loans underwritten using
Fannie Mae and Freddie Mac guidelines for the purpose of purchasing or
refinancing owner occupied and second home properties. We typically hold certain
mortgage loans in LHFI that do not qualify for sale to the Agencies and that
have an acceptable yield and risk profile. The LTV requirements on our
residential first mortgage loans vary depending on occupancy, property type,
loan amount, and FICO scores. Loans with LTVs exceeding 80 percent are required
to obtain mortgage insurance. As of September 30, 2020, loans in this portfolio
had an average current FICO score of 738 and an average LTV of 52 percent.

                                       22
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The following table presents amortized cost of our total residential first mortgage LHFI by major category:


                                                               September 

30, 2020 December 31, 2019


                                                                        (Dollars in millions)
Estimated LTVs (1)
Less than 80% and current FICO scores (2):
Equal to or greater than 660                                 $             1,676    $            2,263
Less than 660                                                                 92                    93
80% and greater and current FICO scores (2):
Equal to or greater than 660                                                 624                   687
Less than 660                                                                 80                   111
Total                                                        $             2,472    $            3,154
Geographic region
California                                                   $               908    $            1,205
Michigan                                                                     420                   442
Texas                                                                        169                   205
Washington                                                                   148                   181
Florida                                                                      116                   214
Colorado                                                                      69                    68
Arizona                                                                       61                    79
Illinois                                                                      59                    95
New York                                                                      56                    84
New Jersey                                                                    38                    49
Other                                                                        428                   532
Total                                                        $             2,472    $            3,154


(1)LTVs reflect loan balance at the date reported, as a percentage of property
values as appraised at loan closing.
(2)FICO scores are updated at least on a quarterly basis or more frequently, if
available.

The following table presents amortized cost of our total residential first mortgage LHFI as of September 30, 2020, by year of closing:


                                      2020     2019     2018     2017    

2016 and Prior Total


                                                         (Dollars in 

millions)

Residential first mortgage loans $ 274 $ 676 $ 305 $ 366 $


      851    $ 2,472
Percent of total                     11.1  %  27.3  %  12.3  %  14.8  %          34.5  %   100.0  %



  Home equity. Our home equity portfolio includes HELOANs, second mortgage
loans, and HELOCs. These loans require full documentation and are underwritten
and priced in an effort to ensure credit quality and loan profitability. Our
debt-to-income ratio on HELOANs and HELOCs is capped at 43 percent and 45
percent, respectively. We currently limit the maximum CLTV to 89.99 percent and
FICO scores to a minimum of 660 for primary residences and 680 for second homes.
Second mortgage loans and HELOANs are fixed rate loans and are available with
terms up to 20 years. HELOC loans are variable-rate loans that contain a 10-year
interest only draw period followed by a 20-year amortizing period. At
September 30, 2020, HELOCs and HELOANs in a first lien position totaled $189
million. As of September 30, 2020, loans in this portfolio had an average
current FICO score of 746 and an average CLTV of 54 percent.

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



The following table presents amortized cost of our other consumer loan portfolio
by purchase type:
                                                       September 30, 2020                                   December 31, 2019
                                               Balance             % of Portfolio                  Balance             % of Portfolio
                                                                                (Dollars in millions)
Indirect lending                          $           710                         73  %       $           577                         79  %
Point of Sale                                         202                         21  %                    63                          9  %
Other                                                  61                          6  %                    89                         12  %
Total other consumer loans                $           973                        100  %       $           729                        100  %


                                       23

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  At September 30, 2020, other consumer loans increased to $973 million compared
to $729 million at December 31, 2019. The increase is primarily due to growth in
our high quality, dealer relationship based, non-auto indirect lending business
of which 68 percent is secured by boats and 32 percent secured by recreational
vehicles and our point of sale portfolio. As of September 30, 2020, loans in our
indirect portfolio had an average current FICO score of 749. Point of sale loans
include loans originated in conjunction with certain third-party financial
technology companies.

  Commercial real estate loans. The commercial real estate portfolio contains
loans collateralized by diversified property types which are primarily income
producing in the normal course of business. The majority of our retail exposure
is to neighborhood centers and single tenant locations, which include pharmacies
and hardware stores. Generally, the maximum LTV is 80 percent, or 90 percent for
owner-occupied real estate, and the minimum debt service coverage is 1.20. At
September 30, 2020, our average LTV and average debt service coverage for our
CRE portfolio, excluding owner-occupied real estate, was 53 percent and 2.35
times, respectively. Our CRE loans primarily earn interest at a variable rate.

  Our national home builder finance program within our commercial portfolio
contained $2.0 billion in commitments with $849 million in outstanding loans as
of September 30, 2020. Certain of these loans are collateralized and included in
our CRE portfolio while the remaining loans are unsecured and included in our
C&I portfolio.

As of September 30, 2020, our CRE portfolio included $187 million of SNCs and one leveraged lending loan of $4 million. The SNC portfolio had seventeen borrowers with an average UPB of $22 million and an average commitment of $34 million. There were no nonperforming SNC or leveraged loans as of September 30, 2020, and no SNC or leveraged loans outstanding were rated as special mention or substandard.

The following table presents amortized cost of our total CRE LHFI by collateral location and collateral type:


                                                                                                                 % by collateral
                                       MI         TX         CA         CO         FL       Other      Total          type
                                                              (Dollars in millions)
September 30, 2020
Home builder                       $    28    $   171    $   138    $   142    $   107    $   181    $   767              25.6  %
Owner occupied                         305          4         27          -          1         50        387              12.9  %
Multi family                           208         79         35          9         13        145        489              16.3  %
Retail (1)                             163          -          6          4          -        111        284               9.5  %
Office                                 181         19          -          -          2         55        257               8.6  %
Hotel                                  136          -         25          -          -         94        255               8.5  %
Senior living facility                  75         25          -          -          4         61        165               5.5  %
Industrial                              52          -         25          -          6         25        108               3.6  %
Parking garage/lot                      48          9          1          -          1         33         92               3.1  %
Land-residential (2)                     3          -          7          -          4          5         19               0.6  %
Shopping Mall                            4          -         14          -          -          -         18               0.6  %
Single family residence (3)              1          -          -          -          -          2          3               0.1  %
All other (4)                           15         48         21          3         18         47        152               5.1  %
Total                              $ 1,219    $   355    $   299    $   158    $   156    $   809    $ 2,996             100.0  %
Percent by state                      40.7  %    11.8  %    10.0  %     5.3  %     5.2  %    27.0  %   100.0  %


(1)Includes multipurpose retail space, neighborhood centers, shopping centers
and single-use retail space.
(2)Loans secured by land. Land residential includes development and unimproved
vacant land.
(3)Loans secured by 1-4 single family residence properties.
(4)All other primarily includes: mini-storage facilities, data centers, movie
theaters, etc.

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

  As of September 30, 2020, our C&I portfolio included $645 million of SNCs. We
are the lead bank on 26 percent of the SNCs. The services sector and the
financial and insurance sector comprised the majority of the portfolio's NBV
with 28 and 39 percent of the balance, respectively. The SNC portfolio had
forty-nine borrowers with an average UPB of $13 million and an
                                       24
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average commitment of $25 million. There were no nonperforming loans or loans rated as special mention as of September 30, 2020, and loans totaling $26 million of amortized cost were rated as substandard.



  As of September 30, 2020, our C&I portfolio included $327 million of leveraged
lending, of which $212 million were SNCs. The manufacturing sector comprised 49
percent of the leveraged lending portfolio, and the financial and insurance
sector comprised 25 percent. There were no nonperforming loans as of
September 30, 2020, and loans totaling $21 million and $25 million were rated as
special mention and substandard, respectively. Included in Financial & Insurance
within our C&I portfolio, are $151 million in loans outstanding to 4 borrowers
that are collateralized by MSR assets. Our amounts outstanding to those
borrowers range from $10 million to $60 million and the ratio of the loan
outstanding to the fair market value of the collateral ranges from 21 percent to
48 percent.

The following table presents amortized cost of our total C&I LHFI by borrower's geographic location and industry type as defined by North American Industry Classification System (NAICS):


                                   MI       CA       OH       IN       WI        TX       MN       NY       SC       CT     Other     Total       % by industry
                                                                            (Dollars in millions)
September 30, 2020
Financial & Insurance           $  92    $  19    $  21    $  13    $    -    $  31    $  60    $  67    $  60    $   5    $ 125    $   493                 32.4  %
Services                          103       39        2        7         -       28       21        -        -       42       88        330                 21.7  %
Manufacturing                     158        6       28        1         7       12        -        -        -        -       52        264                 17.4  %
Home Builder Finance                -       12        -        -         -       58        -        -        -        -        1         71                  4.7  %
Rental & Leasing                   80        -       13        -         -        -        -        -        -        -       30        123                  8.1  %
Distribution                       80       20        1        2         -        -        -        -        -        -       14        117                  7.7  %
Healthcare                          2       14        1        -         -        8        -        -        -        -       13         38                  2.5  %
Government & Education             28        6        -       20         -        -        -        -        -       13        -         67                  4.4  %
Servicing Advances                  -        -        -        -         -        -        -        -        -        -       10         10                  0.7  %
Commodities                         3        -        -        1         -        -        -        -        -        -        3          7                  0.5  %
Total                           $ 546    $ 116    $  66    $  44    $    7    $ 137    $  81    $  67    $  60    $  60    $ 336    $ 1,520                100.0  %
Percent by state                 36.1  %   7.6  %   4.3  %   2.9  %    0.5  %   9.0  %   5.3  %   4.4  %   3.9  %   3.9  %  22.1  %   100.0  %



  Warehouse lending. We have a national platform with relationship managers
across the country. We offer warehouse lines of credit to other mortgage lenders
which allow the lender to fund the closing of residential mortgage loans. Each
extension, advance, or draw-down on the line is fully collateralized by
residential mortgage loans and is paid off when the lender sells the loan to an
outside investor or, in some instances, to the Bank. In response to COVID-19, we
have increased credit requirements for government loans and lowered the advance
rate for loans that we believe have higher risk, as well as not accepting jumbo
or non-qualified mortgage loans as collateral.

  Underlying mortgage loans are predominantly originated using the Agencies'
underwriting standards. The guideline for debt to tangible net worth is 15 to 1.
The aggregate committed amount of adjustable-rate warehouse lines of credit
granted to other mortgage lenders at September 30, 2020 was $10.0 billion, of
which $7.6 billion was outstanding, compared to $4.8 billion at September 30,
2019, of which $3.2 billion was outstanding.

Credit Quality



  Our focus on effectively managing credit risk through our careful underwriting
standards and processes has resulted in strong trends in certain credit quality
characteristics in our loan portfolios. The credit quality of our loan
portfolios is demonstrated by low delinquency levels, minimal charge-offs and
low levels of nonperforming loans.

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.
                                       25
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Nonperforming assets

The following table sets forth our nonperforming assets:


                                                                September 

30, 2020 December 31, 2019


                                                                          (Dollars in millions)
LHFI
Residential first mortgage                                     $            22       $            13
Commercial and industrial                                                   10                     -
Home equity                                                                  2                     2
Other consumer                                                               2                     1
Total nonperforming LHFI                                                    36                    16
TDRs
Residential first mortgage                                                   7                     8
Home equity                                                                  2                     2
Total nonperforming TDRs                                                     9                    10
Total nonperforming LHFI and TDRs (1)                                       45                    26
Real estate and other nonperforming assets, net                              6                    10
LHFS                                                                         6                     5
Total nonperforming assets                                     $            57       $            41
Nonperforming assets to total assets (2)                                  0.17     %            0.15     %
Nonperforming LHFI and TDRs to LHFI                                       0.28     %            0.21     %
Nonperforming assets to LHFI and repossessed assets (2)                   0.31     %            0.30     %


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

  The following table sets forth activity related to our total nonperforming
LHFI and TDRs:
                                                         Three Months Ended,                Nine Months Ended,
                                                     September 30,    June 30,         September 30,  September 30,
                                                          2020          2020               2020           2019
                                                                          (Dollars in millions)
Beginning balance                                    $        33    $      29          $       26    $         22
Additions                                                     17           12                  39              82
Reductions                                                     1            -                   1               -
Principal payments                                            (3)          (1)                (11)            (41)
Charge-offs                                                   (2)          (1)                 (4)            (34)
Return to Performing Status                                   (1)          (6)                 (6)             (1)
Transfers to REO                                               -            -                   -              (2)
Total nonperforming LHFI and TDRs (1)                $        45    $      

33 $ 45 $ 26

(1)Includes less than 90 day past due performing loans which are deemed nonaccrual. Interest is not being accrued on these loans.


                                       26
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Delinquencies



  The following table sets forth loans 30-89 days past due in our LHFI
portfolio:
                                                    September 30, 2020                             December 31, 2019
                                               Amount             % of LHFI                   Amount             % of LHFI
                                                                          (Dollars in millions)
Performing loans past due 30-89:
Consumer loans
Residential first mortgage               $             8                  0.05  %       $             9                  0.08  %
Home equity                                            1                  0.01  %                     1                  0.01  %
Other consumer                                         4                  0.02  %                     4                  0.03  %
Total consumer loans                                  13                  0.08  %                    14                  0.12  %

Total performing loans past due 30-89    $            13                  0.08  %       $            14                  0.12  %
days


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

Payment Deferrals



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

The table below summarizes borrowers in our consumer loan portfolios that are in forbearance or were granted a payment deferral:


                                                            As of September 30, 2020                                 As of June 30, 2020
                                               Number of Borrowers     UPB         Percent of              Number of        UPB         Percent of
                                                                                   Portfolio               Borrowers                    Portfolio
                                                                                        (Dollars in millions)
Loans Held-For-Investment
Consumer loans
Residential first mortgage                                     819 $    255               10.4  %                   885 $    292               10.8  %
Home equity                                                    821       62                6.9  %                 1,015       87                9.0  %
Other consumer                                                 887       40                4.2  %                 1,408       50                5.8  %
Total consumer loan deferrals/forbearance                    2,527 $    357                8.3  %                 3,308 $    429                9.5  %

Loans Held-For-Sale
Residential first mortgage                                     142 $     71                1.6  %                   302 $    126                4.0  %



As of September 30, 2020, commercial borrowers requested and were granted $47
million of payment deferrals, and, of that amount, $19 million are deferrals of
both principal and interest payments, $12 million are deferrals of principal
only, and $16 million are deferrals of interest only. Commercial borrowers who
have requested payment deferrals are not being aged and remain in the aging
category they were in prior to payment deferral.

                                       27
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The table below summarizes borrowers in our commercial loan portfolios that have requested and received payment deferral:


                                                              As of September 30, 2020                                 As of June 30, 2020
                                                 Number of Borrowers     UPB         Percent of              Number of        UPB         Percent of
                                                                                     Portfolio               Borrowers                    Portfolio
                                                                                          (Dollars in millions)
Loans Held-For-Investment
Automotive                                                         1 $      1                1.5  %                     8 $     44               28.4  %
Leisure & entertainment                                            2        -                0.1  %                    13       15               12.1  %
Healthcare                                                         -        -                  -  %                    14        4                9.0  %
Other                                                             11        7                0.6  %                    70      108                6.6  %
Total C&I deferrals                                               14        8                0.6  %                   105      171               13.3  %
Hotel                                                              3       28               10.8  %                    12      132               56.3  %
Retail                                                             -        -                  -  %                    24       91               29.1  %
Senior housing                                                     -        -                  -  %                     1        7                5.0  %
Other                                                              7       11                0.4  %                    98      148                6.4  %
Total CRE deferrals                                               10       39                1.3  %                   135      378               12.5  %
Warehouse deferrals                                             -           -                  -  %                -             -                  -  %
Total commercial loan deferrals (1)                               24 $     47                1.0  %                   240 $    549               11.0  %


(1)Percent shown excludes warehouse loans.

The table below summarizes the percent of our residential loan servicing portfolio in forbearance as of September 30, 2020:


                                                                                                        Loans in Forbearance
                                                                            Borrowers making July, August and                  Remaining Borrowers
                                        Total Population                           September Payments                                                                Total Loans in Forbearance
                                  Unpaid                                  Unpaid Principal                                 Unpaid                                                    Percent of
                                 Principal     Number of accounts           Balance (1)      Number of accounts           Principal     Number of accounts         Percent of UPB     Accounts
                                Balance (1)                                                                              Balance (1)
                                                                                                     (Dollars in millions)

Loan servicing
Subserviced for others (2)    $    180,981         893,559               $         5,654          26,529               $     15,103          67,192                        11.5  %         10.5  %
Serviced for others (3) (4)         37,908         148,868                           950           3,908                      3,081          12,217                        10.6  %         10.8  %
Serviced for own loan                8,469          62,486                           196           1,792                        468           1,886                         7.8  %          5.9  %
portfolio (5)
Total loans serviced          $    227,358       1,104,913               $         6,800          32,229               $     18,652          81,295                        11.2  %         10.3  %


(1)UPB, net of write downs, does not include premiums or discounts.
(2)Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes
temporary short-term subservicing performed as a result of sales of
servicing-released MSRs.
(3)Loans for which Flagstar owns the MSR.
(4)Of the $1.8 million of GNMA repurchase options on the balance sheet as of
September 30, 2020, $1.7 billion relates to loans in forbearance and are
included in remaining borrowers.
(5)Includes LHFI (residential first mortgage, home equity and other consumer),
LHFS (residential first mortgage), and loans with government guarantees
(residential first mortgage).

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The table below summarizes the percent of our residential loan servicing portfolio in forbearance as of June 30, 2020:


                                                                                                       Loans in Forbearance
                                                                          Borrowers making April, May and June                Remaining Borrowers
                                        Total Population                                Payments                                                                    Total Loans in Forbearance
                                  Unpaid                                 Unpaid Principal                                 Unpaid                                                    Percent of
                                 Principal     Number of accounts           Balance (1)     Number of accounts           Principal     Number of accounts         Percent of UPB     Accounts
                                Balance (1)                                                                             Balance (1)
                                                                                                     (Dollars in millions)
Loan servicing
Subserviced for others (2)    $    174,384         854,216               $        7,145          32,403               $     13,808          59,692                        12.0  %         10.8  %
Serviced for others (3)             29,979         123,256                        1,261           5,058                      3,018          11,661                        14.3  %         13.6  %
Serviced for own loan                9,211          64,142                          237           1,895                        473           1,850                         7.7  %          5.8  %
portfolio (4)
Total loans serviced          $    213,574       1,041,614               $        8,643          39,356               $     17,299          73,203                        12.1  %         10.8  %


(1) UPB, net of write downs, does not include premiums or discounts.
(2) Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes
temporary short-term subservicing performed as a result of sales of
servicing-released MSRs.
(3) Loans for which Flagstar owns the MSR. Remaining borrowers includes
$1.1 billion of GNMA repurchase options related to loans in forbearance.
(4) Includes LHFI (residential first mortgage, home equity and other consumer),
LHFS (residential first mortgage), loans with government guarantees (residential
first mortgage), and repossessed assets.

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



                                Principal and Interest        Taxes and Insurance
Fannie Mae and Freddie Mac             4 months                  No time limit
GNMA                                No time limit                No time limit



We anticipate servicing advances for these loans in forbearance to increase
throughout the remainder of 2020. We believe that we have ample liquidity to
handle the increase in servicing advances. We initially provide advances on a
short-term basis for loans we subservice and are reimbursed by the MSR owner.
Our advance receivable for our subserviced loans is therefore insignificant.

Troubled debt restructurings (held-for-investment)



  TDRs are modified loans in which a borrower demonstrates financial
difficulties and for which a concession has been granted as a result.
Nonperforming TDRs are included in nonaccrual loans. TDRs remain in
nonperforming status until a borrower has made payments and is current for at
least six consecutive months. Performing TDRs are not considered to be
nonaccrual so long as we believe that all contractual principal and interest due
under the restructured terms will be collected.

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

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The following table sets forth a summary of TDRs by performing status:


                                                                September 

30, 2020 December 31, 2019


                                                                         (Dollars in millions)
Performing TDRs
Consumer Loans
Residential first mortgage                                    $                20    $               20
Home equity                                                                    14                    18
Commercial Real Estate                                                          5                     -
Total performing TDRs                                                          39                    38
Nonperforming TDRs
Nonperforming TDRs                                                              4                     3
Nonperforming TDRs, performing for less than six months                         5                     7
Total nonperforming TDRs                                                        9                    10
Total TDRs                                                    $                48    $               48



At September 30, 2020 our total TDR loans were consistent with December 31,
2019, primarily due to the addition of a commercial real estate loan offset by
principal payments and payoffs. Of our total TDR loans, 81 percent and 79
percent were in performing status at September 30, 2020 and December 31, 2019,
respectively. For further information, see Note 4 - Loans Held-for-Investment.

Allowance for Credit Losses

The following tables present the changes in the allowance for credit losses balance for the three and nine months ended September 30, 2020:


                                                                                           Three Months Ended September 30, 2020
                                 Residential First    Home Equity     Other Consumer    Commercial Real    Commercial and      Warehouse       Total LHFI        Unfunded        Total ACL
                                     Mortgage                                               Estate           Industrial         Lending      Portfolio (1)      Commitments
                                                                                                   (Dollars in millions)
Beginning allowance balance     $             60    $         28    $            34    $           83    $            23    $          1    $         229    $           21    $      250
Provision (benefit) for credit
losses:
Loan volume                                   (4)             (1)                 3                 -                 (4)              1               (5)                4            (1)
Economic forecast (2)                         (3)             (3)                (1)                -                  -               -               (7)                -            (7)
Credit (3)                                    (7)              1                 (4)               13                 12               -               15                 -            15
Qualitative factor adjustments                 6               3                  5                (7)                11               3               21                 -            21
(4)
Charge-offs                                   (2)             (1)                (1)                -                  -               -               (4)                -            (4)
Provision for charge-offs                      2               1                  1                 -                  -               -                4                 -             4
Recoveries                                     -               1                  1                 -                  -               -                2                 -             2
Ending allowance balance        $             52    $         29    $            38    $           89    $            42    $          5    $         255    $           25    $      280

(1) Excludes loans carried under the fair value option. (2) Includes changes in the lifetime loss rate based on current economic forecasts as compared to forecasts used in the prior quarter. (3) Includes changes in the probability of default and severity of default based on current borrower and guarantor characteristics, as well as individually evaluated reserves. (4) Includes $10 million of unallocated reserve attributed to various portfolios for presentation purposes.


                                       30
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                                                                                              Nine Months Ended September 30, 2020
                                Residential First    Home Equity     Other Consumer    Commercial Real    Commercial and     Warehouse Lending      Total LHFI        Unfunded        Total ACL
                                    Mortgage                                               Estate           Industrial                            Portfolio (1)      Commitments
                                                                                                     (Dollars in millions)
Beginning balance ALLL         $             22    $         14    $             6    $           38    $            22    $                5    $         107    $            3    $      110
Impact of adopting ASC 326                   25              12                 10               (14)                (6)                   (4)              23                 7            30
Beginning allowance balance                  47              26                 16                24                 16                     1              130                10           140
Provision (benefit) for credit
losses:
Loan volume                                  (8)             (2)                 8                 2                 (1)                    1                -                 4             4
Economic forecast (2)                        11               -                  5                15                 (3)                    -               28                11            39
Credit (3)                                   (4)             (1)                 2                23                 12                     -               32                 -            32
Qualitative factor adjustments                6               3                  5                25                 18                     3               60                 -            60
(4)
Charge-offs                                  (5)             (3)                (4)                -                  -                     -              (12)                -           (12)
Provision for charge-offs                     5               3                  4                 -                  -                     -               12                 -            12
Recoveries                                    -               3                  2                 -                  -                     -                5                 -             5
Ending allowance balance       $             52    $         29    $            38    $           89    $            42    $                5    $         255    $           25    $      280


(1) Excludes loans carried under the fair value option.
(2) Includes changes in the lifetime loss rate based on current economic
forecasts as compared to forecasts used in the prior quarter.
(3) Includes changes in the probability of default and severity of default based
on current borrower and guarantor characteristics, as well as individually
evaluated reserves.
(4) Includes $10 million of unallocated reserve attributed to various portfolios
for presentation purposes.

The allowance for credit losses was $280 million at September 30, 2020, compared
to $250 million at June 30, 2020. The increase in the allowance is primarily
reflective of changes in our economic forecast and judgment we applied related
to those forecasts and underlying borrower credit as a result of the ongoing
COVID-19 pandemic between June 30, 2020 and September 30, 2020. We utilized the
Moody's September scenarios in our forecast: a growth forecast, weighted at 30
percent; a baseline forecast, weighted at 40 percent; and an adverse forecast,
weighted at 30 percent. The resulting composite forecast for the third quarter
2020 was roughly equivalent to the scenario used in the second quarter 2020.
Unemployment ends the year at 10 percent and recovers only slightly in 2021. GDP
recovers only slightly by the end of the year from current levels and does not
return to near pre-COVID level until 2024. HPI decreases 2 percent from mid-2020
through 2021. We judgmentally increased the qualitative reserves by $21 million,
guided by the model output from Moody's adverse scenario, our judgment relating
to industries and borrowers we believe could be more exposed to the stressful
conditions in our forecast, uncertainty related to loans in forbearance and our
judgment regarding economic uncertainty including the impact from the upcoming
national election and additional government stimulus.

  The allowance as a percentage of LHFI was 1.7 percent at September 30, 2020
compared to 0.9 percent at December 31, 2019. Excluding warehouse, the allowance
as a percentage of LHFI was 3.1 percent at September 30, 2020 compared to 1.1
percent at December 31, 2019. The increase in the allowance, as a percentage of
LHFI is reflective of the additional increases to the allowance to reflect the
change in economic and credit forecast used during that period. At September 30,
2020, we had a 2.8 percent and 1.3 percent allowance coverage on our consumer
loan portfolio and our commercial loan portfolio, respectively.

                                       31
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The following tables set forth certain information regarding the allocation of our allowance to each loan category, including the allowance amount as a percentage of amortized cost and average loan life:


                                                                                 September 30, 2020
                                               LHFI Portfolio     Percent of         Allowance      Allowance as a   Weighted Average
                                                    (1)            Portfolio        Amount (2)     Percent of Loan       Loan Life
                                                                                                      Portfolio

Consumer loans
Residential first mortgage                     $     2,459                14.9  % $         52                2.1  %                 4
Home equity                                            922                 5.6  %           29                3.1  %                 3
Other consumer                                         973                 5.9  %           39                4.0  %                 3
Total consumer loans                                 4,354                26.5  %          120                2.8  %
Commercial loans
Commercial real estate                         $     2,996                18.2  % $        106                3.5  %                 2
Commercial and industrial                            1,520                 9.2  %           47                3.1  %                 2
Warehouse lending                                    7,591                46.1  %            7                0.1  %            -
Total commercial loans                              12,107                73.5  %          160                1.3  %
Total consumer and commercial loans            $    16,461               100.0  % $        280                1.7  %
Total consumer and commercial loans excluding  $     8,870                53.9  % $        273                3.1  %

warehouse

(1) Excludes loans carried under the fair value option (2) Includes allowance for loan losses and reserve for unfunded commitments


                                                                                  December 31, 2019
                                               LHFI Portfolio     Percent of         Allowance      Allowance as a   Weighted Average
                                                    (1)            Portfolio        Amount (2)     Percent of Loan       Loan Life
                                                                                                      Portfolio

Consumer loans
Residential first mortgage                     $     3,145                26.0  % $         22                0.7  %                 5
Home equity                                          1,021                 8.4  %           14                1.4  %                 3
Other consumer                                         729                 6.0  %            6                0.8  %                 2
Total consumer loans                                 4,895                40.4  %           42                0.9  %
Commercial loans
Commercial real estate                         $     2,828                23.3  % $         40                1.4  %                 2
Commercial and industrial                            1,634                13.5  %           23                1.4  %                 1
Warehouse lending                                    2,760                22.8  %            5                0.2  %            -
Total commercial loans                               7,222                59.6  %           68                0.9  %
Total consumer and commercial loans            $    12,117               100.0  % $        110                0.9  %
Total consumer and commercial loans excluding  $     9,357                77.2  % $        105                1.1  %

warehouse

(1) Excludes loans carried under the fair value option (2) Includes allowance for loan losses and reserve for unfunded commitments

Market Risk



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

We are subject to interest rate risk due to:



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

  Our ALCO, which is composed of our executive officers and certain members of
other management, monitors interest rate risk on an ongoing basis in accordance
with policies approved by our board of directors. The ALCO reviews interest rate
positions and considers the impact projected interest rate scenarios have on
earnings, capital, liquidity, business strategies, and other factors. However,
management has the latitude to change interest rate positions within certain
limits if, in management's judgment, the change will enhance profitability or
minimize risk.
                                       32
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To assess and manage interest rate risk, sensitivity analysis is used to determine the impact on earnings and the net market value of the balance sheet across various interest rate scenarios, balance sheet trends, and strategies.

Net interest income sensitivity



  Management uses a simulation model to analyze the sensitivity of net interest
income to changes in interest rates across various interest rate scenarios which
demonstrates the level of interest rate risk inherent in the existing balance
sheet. The analysis holds the current balance sheet values constant and does not
take into account management intervention. In addition, we assume certain
correlation rates, often referred to as a "deposit beta," for interest-bearing
deposits, wherein the rates paid to customers change relative to changes in
benchmark interest rates. The effect on net interest income over a 12-month time
horizon due to hypothetical changes in market interest rates is presented in the
table below. In this interest rate shock simulation, as of the periods
presented, interest rates have been adjusted by instantaneous parallel changes
rather than in a ramp simulation which applies interest rate changes over time.
All rates, short-term and long-term, are changed by the same amount (e.g. plus
or minus 100 basis points) resulting in the shape of the yield curve remaining
unchanged.
                                    September 30, 2020
                  Scenario   Net interest income    $ Change    % Change
                                  (Dollars in millions)
                    100     $                677   $      80      13.5  %
                  Constant  $                596   $       -         -  %
                   (100)                       N/M         N/M        N/M
                                    December 31, 2019
                  Scenario   Net interest income    $ Change    % Change
                                  (Dollars in millions)
                    100     $                592   $      34       6.0  %
                  Constant  $                559   $       -         -  %
                   (100)    $                520   $     (39)     (6.9) %


In the net interest income simulations, our balance sheet exhibits asset sensitivity. When interest rates rise our net interest income increases. Conversely, when interest rates fall our net interest income decreases. At September 30, 2020, the $37 million increase in net interest income in the constant scenario as compared to that at December 31, 2019 was primarily driven by the growth in our interest earning assets partially offset by lower short-term market rates.



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

Economic value of equity



  Management also utilizes EVE, a point in time analysis of the economic value
of our current balance sheet position, which measures interest rate risk over a
longer term. The EVE calculation represents a hypothetical valuation of equity,
and is defined as the market value of assets, less the market value of
liabilities, adjusted for the market value of off-balance sheet instruments. The
assessment of both the short-term earnings (Net Interest Income Sensitivity) and
long-term valuation (EVE) approaches, rather than Net Interest Income
Sensitivity alone provides a more comprehensive analysis of interest rate risk
exposure.
  There are assumptions and inherent limitations in any methodology used to
estimate the exposure to changes in market interest rates and as such,
sensitivity calculations used in this analysis are hypothetical and should not
be considered to be predictive of future results. This analysis evaluates risks
to the current balance sheet only and does not incorporate future growth
assumptions. Additionally, the analysis assumes interest rate changes are
instantaneous and the new rate environment is constant but does not include
actions management may undertake to manage risk in response to interest rate
changes. Each rate scenario reflects unique prepayment and repricing
assumptions. Management derives these assumptions by considering published
market prepayment expectations, repricing characteristics, our historical
experience, and our asset and liability management strategy. This analysis
assumes that changes in interest rates may not affect or could partially affect
certain instruments based on their characteristics.
                                       33
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  The following table is a summary of the changes in our EVE that are projected
to result from hypothetical changes in market interest rates as well as our
internal policy limits for changes in our EVE based on the different scenarios.
The interest rates, as of the dates presented, are adjusted by instantaneous
parallel rate increases and decreases as indicated in the scenarios shown in the
table below.
                           September 30, 2020                                                             December 31, 2019
     Scenario         EVE         EVE %       $ Change      % Change                Scenario         EVE         EVE %       $ Change      % Change           Policy Limits
                                                                 (Dollars in millions)
       300         $ 3,643          12.4  % $     710            24.2  %              300         $ 3,147          13.6  % $     150             5.0  %             22.5  %
       200         $ 3,495          11.9  % $     562            19.2  %              200         $ 3,152          13.7  % $     155             5.2  %             15.0  %
       100         $ 3,287          11.2  % $     354            12.1  %              100         $ 3,103          13.5  % $     106             3.5  %              7.5  %
     Current       $ 2,933          10.0  % $       -               -  %            Current       $ 2,997          13.0  % $       -               -  %                -  %
      (100)               N/M           N/M          N/M             N/M             (100)        $ 2,832          12.3  % $    (165)           (5.5) %              7.5  %



  Our balance sheet exhibits asset sensitivity in various interest rate
scenarios. The increase in EVE as rates raise is the result of the amount of
assets that would be expected to reprice exceeding the amount of liabilities
repriced. This increased as of September 30, 2020 compared to December 31, 2019
due to the addition of pay fixed interest rate swaps. At September 30, 2020 and
December 31, 2019, for each scenario shown, the percentage change in our EVE is
within our Board policy limits.

Derivative financial instruments



  As a part of our risk management strategy, we use derivative financial
instruments to minimize fluctuation in earnings caused by market risk. We use
forward sales commitments to hedge our unclosed mortgage closing pipeline and
funded mortgage LHFS. All of our derivatives and mortgage loan production
originated for sale are accounted for at fair market value. Changes to our
unclosed mortgage closing pipeline are based on changes in fair value of the
underlying loan, which is impacted most significantly by changes in interest
rates and changes in the probability that the loan will not fund within the
terms of the commitment, referred to as a fallout factor or, inversely, a
pull-through rate. Market risk on interest rate lock commitments and mortgage
LHFS is managed using corresponding forward sale commitments. The adequacy of
these hedging strategies, and the ability to fully or partially hedge market
risk, rely on various assumptions or projections, including a fallout factor,
which is based on a statistical analysis of our actual rate lock fallout
history. For further information, see Note 8 - Derivative Financial Instruments
and Note 16 - Fair Value Measurements.

Mortgage Servicing Rights (MSRs)



  Our MSRs are sensitive to interest rate volatility and are highly susceptible
to prepayment risk, basis risk, market volatility and changes in the shape of
the yield curve. We utilize derivatives, including interest rate swaps and
swaptions, as part of our overall hedging strategy to manage the impact of
changes in the fair value of the MSRs, however these risk management strategies
do not completely eliminate repricing risk. Our hedging strategies rely on
assumptions and projections regarding assets and general market factors, many of
which are outside of our control. For further information, see Note 7 - Mortgage
Servicing Rights, Note 8 - Derivative Financial Instruments and Note 16 - Fair
Value Measurements.

Liquidity Risk

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

Parent Company Liquidity



  The Company currently obtains its liquidity primarily from dividends from the
Bank. The primary uses of the Company's liquidity are debt service, operating
expenses and the payment of cash dividends which were increased to $0.05 per
share in the first quarter 2020. The Company holds $246 million of senior notes
which are scheduled to mature on July 15, 2021. At September 30, 2020, the
Company held $305 million of cash on deposit at the Bank, for future cash
outflows for an
                                       34
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amount sufficient to service the senior notes, repay the senior notes at maturity, pay dividends and cover the operating expenses of the Company.



  The OCC and the FRB regulate all capital distributions made by the Bank,
directly or indirectly, to the holding company, including dividend payments.
Whether an application or notice is required is based on a number of factors
including whether the institution qualifies for expedited treatment under the
OCC rules and regulations or if the total amount of all capital distributions
(including each proposed capital distribution) for the applicable calendar year
exceeds net income for that year to date plus the retained net income for the
preceding two years, or the Bank would not be at least adequately capitalized
following the dividend. Additional restrictions on dividends apply if the Bank
fails the QTL test. As of September 30, 2020, the Bank is in compliance with the
QTL test. At September 30, 2020, the Bank is able to pay dividends to the
holding company of approximately $249 million without submitting an application
to the OCC and remain well capitalized.

Bank Liquidity



  Our primary sources of funding are deposits from retail and government
customers, custodial deposits related to loans we service and FHLB borrowings.
We use the FHLB of Indianapolis as a significant source for funding our
residential mortgage origination business due to the flexibility in terms which
allows us to borrow or repay borrowings as daily cash needs require. 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.

  Further, other sources of liquidity include our LHFS portfolio and
unencumbered investment securities. We primarily originate agency-eligible LHFS
and therefore the majority of new residential first mortgage loan closings are
readily convertible to cash, either by selling them as part of our monthly
agency sales, RMBS, private party whole loan sales, or by pledging them to the
FHLB and borrowing against them. In addition, we have the ability to sell
unencumbered investment securities or use them as collateral. At September 30,
2020, we had $2.5 billion available in unencumbered investment securities.

  Our primary measure of liquidity is a ratio of ready liquidity to volatile
funding, the volatile funds coverage ratio ("VFCR"). The VFCR is a liquidity
coverage ratio that is customized to our business and ensures we have adequate
coverage to meet our liquidity needs during times of liquidity stress. Volatile
funds are the portion of the Bank's funding identified as being at a higher risk
of runoff in times of stress. Ready liquidity consists of cash on reserve at the
Federal Reserve and unused borrowing capacity provided by the loan and
investments portfolios. The VFCR is calculated, reported, and forecasted daily
as part of our liquidity management framework and was 59 percent as of
September 30, 2020.

  Our liquidity position is continuously monitored and adjustments are made to
the balance between sources and uses of funds as deemed appropriate. We balance
the liquidity of our loan assets to our available funding sources. Our LHFI
portfolio is funded with stable core deposits whereas our warehouse loans and
LHFS may be funded with FHLB borrowings and custodial deposits. Warehouse loans
are typically more liquid than other loan assets, as loans are paid within a
short amount of time, when the lender sells the loan to an outside investor or,
in some instances, to the Bank. As not all asset categories require the same
level of liquidity, our loan-to-deposit ratio shows how we manage our liquidity
position, how much liquidity we have and the agility of our balance sheet. The
Company's average HFI loan-to-deposit ratio, was 75.9 percent for the three
months ended September 30, 2020. Excluding warehouse loans, which have draws
that typically pay off within a few weeks, and custodial deposits, which
represent mortgage escrow accounts on deposit with the Bank, the average HFI
loan-to-deposit ratio was 74.8 percent for the three months ended September 30,
2020.

  As governed and defined by our 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 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 believe we would
be able to make adjustments to operations as required to meet the liquidity
needs of our business, including adjusting deposit rates to increase deposits,
planning for additional FHLB borrowings, accelerating sales of LHFS (agencies
and/or private), selling LHFI or investment securities, borrowing through the
use of repurchase agreements, reducing closings, making changes to warehouse
funding facilities, or borrowing from the discount window.

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


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  The following table presents primary sources of funding as of the dates
indicated:
                                       September 30, 2020    December 31, 2019    Change
                                                     (Dollars in millions)
 Retail deposits                      $             9,747   $            9,164   $   583
 Government deposits                                1,748                1,213       535
 Wholesale deposits                                 1,034                  633       401
 Custodial deposits                                 7,416                4,136     3,280
 Total deposits                                    19,945               15,146     4,799
 FHLB advances and other short-term                 3,426                4,815    (1,389)
 debt
 Other long-term debt                                 493                  496        (3)
 Total borrowed funds                               3,919                5,311    (1,392)
 Total funding                        $            23,864   $           20,457   $ 3,407

The following table presents certain liquidity sources and borrowing capacity as of the dates indicated:

September 30,     

December 31, 2019 Change


                                                             2020
                                                                      (Dollars in millions)
Federal Home Loan Bank advances
Outstanding advances                                   $       2,755    $            4,345    $   (1,590)

Total used borrowing capacity                          $       2,755    $            4,345    $   (1,590)
Borrowing capacity:
Collateralized borrowing capacity                      $       3,057    $            2,345    $      712
Line of credit                                                    30                    30             -
Total unused borrowing capacity                        $       3,087    $   

2,375 $ 712



FRB discount window
Collateralized borrowing capacity                      $       1,745    $              758    $      987

Unencumbered investment securities
Agency - Commercial (1)                                $       1,399    $            1,257    $      142
Agency - Residential (1)                                         956                 1,180          (224)
Municipal obligations                                             25                    26            (1)
Corporate debt obligations                                        70                    77            (7)
Other                                                              1                     1             -
Total unencumbered investment securities               $       2,451    $   

2,541 $ (90)

(1) These are not currently pledged to the FHLB but are eligible to be pledged, at our discretion.


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Deposits

The following table presents the composition of our deposits:


                                                         September 30, 2020                       December 31, 2019
                                                   Balance        % of Deposits             Balance        % of Deposits             Change
                                                                                    (Dollars in millions)
Retail deposits
Branch retail deposits
Savings accounts                                 $   3,347                  16.8  %       $   3,030                  20.0  %       $   317
Certificates of deposit/CDARS (1)                    1,525                   7.6  %           2,353                  15.5  %          (828)
Demand deposit accounts                              1,573                   7.9  %           1,318                   8.7  %           255
Money market demand accounts                           487                   2.4  %             495                   3.3  %            (8)
Total branch retail deposits                         6,932                  34.8  %           7,196                  47.5  %          (264)
Commercial deposits (2)
Demand deposit accounts                              2,185                  11.0  %           1,438                   9.5  %           747
Savings accounts                                       432                   2.2  %             342                   2.3  %            90
Money market demand accounts                           198                   1.0  %             188                   1.2  %            10
Total commercial retail deposits                     2,815                  14.1  %           1,968                  13.0  %           847
Total retail deposits                            $   9,747                  48.9  %       $   9,164                  60.5  %       $   583
Government deposits
Savings accounts                                 $     830                   4.2  %       $     495                   3.3  %       $   335
Demand deposit accounts                                518                   2.6  %             360                   2.4  %           158
Certificates of deposit/CDARS (1)                      400                   2.0  %             358                   2.4  %            42
Total government deposits                            1,748                   8.8  %           1,213                   8.0  %           535
Custodial deposits (3)                               7,416                  37.2  %           4,136                  27.3  %         3,280
Wholesale deposits                                   1,034                   5.2  %             633                   4.2  %           401
Total deposits (4)                               $  19,945                 100.0  %       $  15,146                 100.0  %       $ 4,799


(1)The aggregate amount of certificates of deposit with a minimum denomination
of $100,000 was approximately $1.2 billion and $1.7 billion at September 30,
2020 and December 31, 2019, respectively.
(2)Contains deposits from commercial and business banking customers.
(3)Represents investor custodial accounts and escrows controlled by us in
connection with loans serviced or subserviced for others that have been placed
on deposit with the Bank.
(4)Total exposure related to uninsured deposits over $250,000 was approximately
$5.6 billion and $3.6 billion at September 30, 2020 and December 31, 2019,
respectively.

Total deposits increased $4.8 billion, or 32 percent, at September 30, 2020 compared to December 31, 2019, primarily driven by growth in our servicing business which resulted in a $3.3 billion increase in custodial deposits.



  We utilize local governmental agencies and other public units as an additional
source for deposit funding. We are not required to hold collateral against our
government deposits from Michigan government entities as they are covered by the
Michigan Business and Growth Fund. At September 30, 2020, we were required to
hold collateral for our government deposits in California that were in excess of
$250,000. The total of collateral held for California at September 30, 2020 was
$100 million. In Indiana, Wisconsin and Ohio, we may be required to hold
collateral against our government deposits based on a variety of factors
including, but not limited to, the size of individual deposits and external bank
ratings. At September 30, 2020, collateral held on government deposits in these
states was $10 million. At September 30, 2020, government deposit accounts
included $0.4 billion of certificates of deposit with maturities typically less
than one year and $1.3 billion of checking and savings accounts.

  Custodial deposits arise due to our servicing or subservicing of loans for
others and represent the portion of the investor custodial accounts on deposit
with the Bank. For certain subservice agreements, these deposits require us to
credit the MSR owner interest against subservicing income. This cost is a
component of net loan administration income.

  We participate in the CDARS program, through which certain customer CDs are
exchanged for CDs of similar amounts from other participating banks and
customers may receive FDIC insurance up to $50 million. This program helps the
Bank secure larger deposits and attract and retain customers. At September 30,
2020, we had $123 million of total CDs enrolled in the CDARS program, a decrease
of $10 million from December 31, 2019.

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FHLB Advances



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

  We rely upon advances from the FHLB as a source of funding for the closing 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 and long-term fixed rate advances.

  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, which
includes residential first mortgage loans, home equity lines of credit, and
commercial real estate loans. As of September 30, 2020, our Board of Directors
authorized and approved a line of credit with the FHLB of up to $10 billion,
which is further limited based on our total assets and qualified collateral, as
determined by the FHLB. At September 30, 2020, we had $2.8 billion of advances
outstanding and an additional $3.1 billion of collateralized borrowing capacity
available at the FHLB.

Federal Reserve Discount Window



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

  At September 30, 2020, we pledged collateral, which included commercial loans,
municipal bonds, and agency bonds, to the FRB of Chicago amounting to $2.6
billion with a lendable value of $1.7 billion. At December 31, 2019, we pledged
collateral to the FRB of Chicago amounting to $788 million with a lendable value
of $758 million. We do not typically utilize this available funding source, and
at September 30, 2020 and December 31, 2019, we had no borrowings outstanding
against this line of credit.
Other Unsecured Borrowings

We have access to overnight federal funds purchased lines with other Federal
Reserve member institutions. We utilize this source of funding for short-term
liquidity needs, depending on the availability and cost of our other funding
sources. At September 30, 2020 we had $671 million of borrowings outstanding
under this source of funding. Additional borrowing capacity under this and other
sources of funding can vary depending on market conditions.

Debt



  As part of our overall capital strategy, we previously raised capital through
the issuance of junior subordinated notes to our special purpose trusts formed
for the offerings, which issued Tier 1 qualifying preferred stock ("trust
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 September 30,
2020, we are current on all interest payments. Additionally, we have
$246 million of senior debt outstanding at September 30, 2020 ("Senior Notes")
which matures on July 15, 2021. For further information, see Note 9 -
Borrowings.

Operational Risk



  Operational risk is the risk to current or projected financial condition and
resilience arising from inadequate or failed internal processes or systems,
human errors or misconduct, or adverse external events which may include vendor
failures, fraudulent activities, disasters, and security risks. We continuously
strive to adapt our system of internal controls to ensure compliance with laws,
rules, and regulations, and to improve the oversight of our operational risk.
We evaluate internal systems, processes and controls to mitigate loss from
cyber-attacks and, to date, have not experienced any material losses. The goal
of this framework is to implement effective operational risk techniques and
strategies, minimize operational and fraud losses, and enhance our overall
performance.

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

  In the nine months ended September 30, 2020, we had less than $2.2 million in
net charge-offs related to loans with government guarantees and have reserved
for the remaining risks within other assets and as a component of our allowance
for loan losses on residential first mortgages. These additional expenses or
charges arise due to insurance limits on VA insured loans and FHA property
foreclosure and preservation requirements that may result in a loss in excess of
all, or part of, the guarantee.

  Our loans with government guarantees portfolio totaled $2.5 billion at
September 30, 2020, as compared to $0.7 billion at December 31, 2019. GNMA has
granted borrowers with an option to seek forbearances on their mortgage
repayments. $2.9 billion of GNMA loans are in forbearance as of September 30,
2020. When a GNMA loan is due, but unpaid, for three consecutive months
(typically referred to as 90 days past due) the loan is required to be
re-recognized on the balance sheet by the MSR owner. These loans are recorded in
loans with government guarantees, and the liability to repurchase the loans is
recorded in other liabilities on the consolidated statements of financial
condition. This resulted in $1.8 billion of repurchase options as of
September 30, 2020, a $1.7 billion increase from December 31, 2019. We have
elected not to exercise these repurchase options as of September 30, 2020
because loans are not able to be modified and re-sold during the forbearance
period. Our right to repurchase these loans continues as long as they remain
unpaid for three consecutive months. At the prudent time, we intend to
repurchase the loans which we believe will be accretive to net income by
modifying and re-selling the loans or utilizing the partial claims process.

For further information, see Note 5 - Loans with Government Guarantees and the Credit Risk - Payment Deferrals section of the MD&A.

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). An estimate of the fair value of the
guarantee associated with the mortgage loans is recorded in other liabilities in
the Consolidated Statements of Financial Condition, which was $7 million and
$5 million at September 30, 2020 and December 31, 2019, respectively.

Capital



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

  The capital standards we are subject to include requirements contemplated by
the Dodd-Frank Act as well as guidelines reached by Basel III. These risk-based
capital adequacy guidelines are intended to measure capital adequacy with regard
to a banking organization's balance sheet, including off-balance sheet exposures
such as unused portions of loan commitments, letters of credit, and recourse
arrangements. Our capital ratios are maintained at levels in excess of those
considered to be "well-capitalized" by regulators. Tier 1 leverage was 8.04
percent at September 30, 2020 providing a 853 basis point stress buffer above
the minimum level needed to be considered "well-capitalized." Additionally,
total risk-based capital to RWA was 11.29 percent at September 30, 2020
providing a 283 basis point buffer above the minimum level needed to be
considered "well-capitalized".

Dodd-Frank Act Section 171, commonly known as the Collins Amendment, established minimum Tier 1 leverage and


                                       39
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risk-based capital requirements for insured depository institutions, depository
institution holding companies, and non-bank financial companies that are
supervised under the Federal Reserve. Under the amendment, certain hybrid
securities, such as trust preferred securities, may be included in Tier 1
capital for bank holding companies that had total assets below $15 billion as of
December 31, 2009. As we were below $15 billion in assets as of December 31,
2009, the trust preferred securities classified as long term debt on our balance
sheet will be included as Tier 1 capital, unless we complete an acquisition of a
depository institution holding company or a depository institution and we report
total assets greater than $15 billion in the quarter in which the acquisition
occurs. Should that event occur, our trust preferred securities would be
included in Tier 2 capital.

Regulatory Capital



  The Bank and Flagstar have been subject to the capital requirements of the
Basel III rules since January 1, 2015. On July 9, 2019, the Agencies issued the
Final Capital Simplification Rule (the "New Rule") which simplifies certain
requirements in the Agencies' current regulatory capital rules. We implemented
capital simplification on January 1, 2020. The New Rule increased the individual
limit on MSRs and temporary difference DTAs to 25 percent of CET1 and eliminated
the aggregate 15 percent CET1 deduction threshold for MSRs and temporary
difference DTAs.

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

For the period presented, the following table sets forth our capital ratios as well as our excess capital over well-capitalized minimums.


                                                                                                                                   Excess Capital Over
Flagstar Bancorp                                                              Well-Capitalized Under Prompt Corrective               Well-Capitalized
                                              Actual                                      Action Provisions                            Minimum (1)
                                     Amount             Ratio                          Amount                   Ratio             Capital Simplification
                                                                                 (Dollars in millions)
September 30, 2020
Tier 1 leverage capital                  2,256              8.04  %                               1,403              5.0  %       $               853
(to adjusted avg. total assets)
Common equity Tier 1 capital             2,016              9.21  %                               1,422              6.5  %                       594
(to RWA)
Tier 1 capital (to RWA)                  2,256             10.31  %                               1,751              8.0  %                       505
Total capital (to RWA)                   2,471             11.29  %                               2,188             10.0  %                       283

(1)Excess capital is the difference between the actual capital ratios under current simplification rules and the well-capitalized minimum ratio, multiplied by the relevant asset base.



  As presented in the table above, our constraining capital ratio is our total
capital to risk weighted assets at 11.29 percent. It would take a $283 million
after-tax loss, with the balance sheet remaining constant, for our total
risk-based capital ratio to fall below the level considered to be
"well-capitalized".

   As of September 30, 2020, we had $323 million in MSRs, $89 million in DTAs
arising from temporary differences and no material investments in unconsolidated
financial institutions or minority interest which drive differences between our
current capital ratios. For additional information on our capital requirements,
see Note 14 - Regulatory Matters.

Use of Non-GAAP Financial Measures



  In addition to results presented in accordance with GAAP, this report includes
certain non-GAAP financial measures. We believe these non-GAAP financial
measures provide additional information that is useful to investors in helping
to understand the underlying performance and trends of the Company.

  Non-GAAP financial measures have inherent limitations, which are not required
to be uniformly applied and are not audited. Readers should be aware of these
limitations and should be cautious with respect to the use of such measures. To
mitigate these limitations, we have practices in place to ensure that these
measures are calculated using the appropriate GAAP or regulatory components in
their entirety and to ensure that our performance is properly reflected to
facilitate consistent period-to-period comparisons. Our method of calculating
these non-GAAP measures may differ from methods used by other
                                       40
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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.

  Tangible book value per share, tangible common equity to assets ratio, return
on average tangible common equity and adjusted net interest margin. The Company
believes that tangible book value per share, tangible common equity to assets
ratio, return on average tangible common equity and adjusted net interest margin
provide a meaningful representation of its operating performance on an ongoing
basis. Management uses these measures to assess performance of the Company
against its peers and evaluate overall performance. The Company believes these
non-GAAP financial measures provide useful information for investors, securities
analysts and others because they provide a tool to evaluate the Company's
performance on an ongoing basis and compared to its peers.

  The following table provides a reconciliation of non-GAAP financial measures.
                                       September 30,            June 30,              March 31,           December 31, 2019         September 30,
                                            2020                  2020                  2020                                             2019
                                                                                  (Dollars in millions)
Total stockholders' equity            $       2,195          $      1,971

$ 1,842 $ 1,788 $ 1,734 Less: Goodwill and intangible assets

            160                   164                   167                       170                    174

Tangible book value/Tangible common $ 2,035 $ 1,807

$ 1,675 $ 1,618 $ 1,560 equity



Number of common shares outstanding      57,150,470            56,943,979            56,729,789                56,631,236             56,510,341

Tangible book value per share $ 35.60 $ 31.74

$ 29.52 $ 28.57 $ 27.62



Total assets                          $      29,476          $     27,468

$ 26,805 $ 23,266 $ 22,048 Tangible common equity to assets

               6.90  %               6.58  %               6.25  %                   6.95  %                7.08  %
ratio


                                                        Three Months Ended,                   Nine Months Ended,
                                                    September 30,     June 30,          September 30,    September 30,
                                                         2020           2020                 2020            2019
                                                                 (Dollars in millions, except share data)
Net income                                         $         222    $     116          $         384    $        160
Plus: Intangible asset amortization, net of tax                3            3                      7              10
Tangible net income                                $         225    $     119          $         391    $        170

Total average equity                               $       2,141    $   1,977          $       1,991    $      1,658
Less: Average goodwill and intangible assets                 162          165                    165             184
Total average tangible equity                      $       1,979    $   

1,812 $ 1,826 $ 1,474



Return on average common equity                            41.54  %     23.47  %               25.71  %        12.90  %
Return on average tangible common equity                   45.42  %     26.16  %               28.58  %        15.30  %

Net interest margin                                         2.78  %      2.86  %                2.81  %         3.07  %
Adjustment to LGG loans available for repurchase            0.16  %      0.02  %                0.07  %            -  %
Adjusted net interest margin                                2.94  %      2.88  %                2.88  %         3.07  %



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
are critical to an understanding of our Consolidated Financial Statements and
the Notes, are described in Item 1. These policies relate to: (a) the
determination of our ACL and (b) fair value measurements. We believe the
judgment, estimates and assumptions used in the preparation of our Consolidated
Financial Statements and the Notes are appropriate given the factual
circumstances at the time. However, given the sensitivity of our Consolidated
Financial Statements and the Notes to these critical accounting policies, the
use of other judgments, estimates and assumptions could result in material
differences in our results of operations and/or financial condition.
                                       41
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  For further information on our critical accounting policies, please refer to
our Form 10-K for the year ended December 31, 2019 and our Form 10-Q for the
quarter ended March 31, 2020, which are 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, we may make forward-looking statements in our other documents filed
with or furnished to the Security and Exchange Commission, 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 current beliefs and expectations regarding future
events and are subject to significant risks and uncertainties. The COVID-19
pandemic is adversely affecting us, our customers, counterparties, employees,
and third-party service providers, and the ultimate extent of the impacts on our
business, financial position, results of operations, liquidity, and prospects is
uncertain. Other than as required under United States securities laws, Flagstar
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. 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. Our actual results and capital and other financial
conditions may differ materially from those described in the forward-looking
statements depending upon a variety of factors, including without limitation the
precautionary statements included within each individual business' discussion
and analysis of our results of operations and the risk factors listed and
described in Item 1A to Part I, of our Annual Report on Form 10-K for the year
ended December 31, 2019, which are incorporated by reference herein, and
Item 1A. to Part II, of this Quarterly Report on Form 10-Q for the quarter ended
September 30, 2020.

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