TROY, Mich., Jan. 22, 2014 /PRNewswire/ -- Flagstar Bancorp, Inc. (NYSE:FBC) ("the Company"), the holding company for Flagstar Bank, FSB (the "Bank"), today reported fourth quarter 2013 net income applicable to common stockholders of $160.5 million, or $2.77 per share (diluted), as compared to income of $12.8 million, or $0.16 per share (diluted), in the third quarter 2013 and a loss of $(94.2) million, or a loss of $(1.75) per share (diluted), in the fourth quarter 2012. The full year 2013 net income applicable to common stockholders was $261.2 million, or $4.37 per share (diluted), as compared to a full year 2012 net income applicable to common stockholders of $62.7 million, or $0.87 per share (diluted). Book value per common share increased to $20.66 at December 31, 2013, as compared to $17.96 at September 30, 2013 and $16.12 at December 31, 2012.

"During 2013, we achieved important strategic and operational progress: improved the Company's risk profile, strengthened the balance sheet, built capital, eliminated valuation overhangs and optimized our cost structure," said Sandro DiNello, the Company's President and Chief Executive Officer. "I am pleased with all that we accomplished in 2013, and I believe the Company has turned a corner and is poised for growth and success in 2014 and beyond. Having taken the necessary steps to position our Company for sustainable growth over the long-term, and with a continued commitment to building on our culture of compliance, our focus now can shift to prudently redeploying excess capital, leveraging the balance sheet with our core businesses and increasing our share of wallet. As we execute on these objectives, we will adhere to our core commitment to serving our customers and communities with an emphasis on quality, care and pride."

Mr. DiNello continued, "Despite the near-term impact of initiatives designed to position the Company for long-term success, as well as a challenging mortgage market, we delivered net income of $261 million for the year and drove a 28 percent increase in book value per share from 2012. We also increased our Tier 1 leverage ratio, lowered our MSR concentration, reduced operating costs and improved our asset quality and allowance coverage ratios."

"While a decision to restructure the organization is never taken lightly, the cost savings from the workforce reductions, together with those already realized from our vendor management and procurement initiatives, the outsourcing of default servicing and other variable cost decreases, put us on track to achieve the high-end of our previously provided guidance for 2014 of $145 million to $190 million in annualized non-interest expense savings," added Lee Smith, the Bank's Chief Operating Officer.

Fourth Quarter 2013 Highlights:


    --  Net income applicable to common stockholders increased to $160.5
        million, as compared to $12.8 million in the prior quarter, primarily
        attributable to several significant items:
        --  Tax benefit of $410.4 million, primarily due to the full reversal of
            the federal deferred tax asset ("DTA") valuation allowance and a
            partial reversal of the state DTA valuation allowance.
        --  Loss on extinguishment of debt of $177.6 million (included in
            non-interest expense) from the prepayment of $2.9 billion in
            long-term fixed-rate Federal Home Loan Bank ("FHLB") advances.
        --  Incremental non-interest expense of $61.0 million related to the
            estimated fair value liability associated with a lending-related
            legal settlement reached in February 2012 with the Department of
            Justice ("DOJ Settlement").


        --  Benefit (included in non-interest income) of approximately $24.9
            million associated with the previously announced settlement
            agreements with Fannie Mae and Freddie Mac.
    --  Net gain on loan sales decreased to $44.8 million, as compared to $75.1
        million in the prior quarter:
        --  Total mortgage originations decreased to $6.4 billion, as compared
            to $7.7 billion in the prior quarter.


        --  Gain on sale margin (based on fallout-adjusted rate locks) decreased
            to 0.85 percent, as compared to 1.14 percent in the prior quarter.
    --  Sold $53.4 billion in aggregate unpaid principal balance of mortgage
        servicing rights ("MSR"):
        --  Ratio of MSR-to-Tier 1 capital reduced to 22.6 percent, as compared
            to 56.8 percent in the prior quarter (see non-GAAP reconciliation).


        --  Includes the previously announced bulk sale of MSRs of $40.7
            billion, in which the Company will remain the sub-servicer of the
            loans.


    --  Excluding the effect of the loss on extinguishment of debt and the
        expense related to the DOJ settlement noted above, non-interest expense
        decreased to $150.1 million, as compared to $158.4 million in the prior
        quarter, consistent with the Company's ongoing cost optimization
        efforts.


    --  Tier 1 leverage ratio increased to 13.97 percent, as compared to 11.98
        percent in the prior quarter.
    --  Continued improvement in asset quality:
        --  Net charge-offs decreased to $14.1 million, as compared to $40.1
            million in the prior quarter.
        --  Non-performing assets decreased to $182.3 million, as compared to
            $205.3 million in the prior quarter.
        --  Ratio of allowance for loan losses to non-performing loans
            held-for-investment at 145.9 percent.

Significant Items

Reversal of Valuation Allowance on DTA

During the fourth quarter 2013, the Company reversed 100 percent of the valuation allowance on its federal DTA and a portion of its state DTA, which had been previously established as of September 30, 2009. As a result, net income was increased due to the recording of a $410.4 million benefit for income taxes. This benefit was comprised of a $355.8 DTA valuation allowance reversal, or $6.28 per diluted share, as of January 1, 2013 and the current period benefit for income taxes of $54.6 million.

DOJ Settlement Liability

In February 2012, the Bank entered into the DOJ settlement. As part of the settlement, the Bank agreed to make payments totaling $118.0 million, contingent upon the occurrence of certain future events, including the reversal of the valuation allowance on the DTA. As a result of the fourth quarter 2013 reversal of the DTA valuation allowance, the Company increased the fair value liability associated with its DOJ Settlement by $61.0 million. The total fair value of the DOJ settlement liability was increased to $93.0 million for the fourth quarter 2013, as compared to $28.5 million for the third quarter 2013, resulting in total non-interest expense of $64.5 million for the fourth quarter 2013.

Settlements with Fannie Mae and Freddie Mac

On November 6, 2013, the Company announced that the Bank had entered into a settlement agreement with Fannie Mae to resolve substantially all of the repurchase requests and obligations associated with loans originated between January 1, 2000 and December 31, 2008 and sold to Fannie Mae. The total resolution amount was $121.5 million. After paid claim credits and other adjustments, the Bank paid $93.5 million to Fannie Mae.

On December 30, 2013, the Company announced that the Bank had entered into a settlement agreement with the Federal Home Loan Mortgage Corporation ("Freddie Mac") to resolve substantially all of the repurchase requests and obligations associated with loans originated between January 1, 2000 and December 31, 2008 and sold to Freddie Mac. The total resolution amount was $10.8 million. After paid claim credits and other adjustments, the Bank paid $8.9 million to Freddie Mac.

As a result of these settlements, the Company released approximately $24.9 million of previously recognized reserves.

Organizational Restructuring

On January 16, 2014, the Company announced that it had implemented an organizational restructuring to reduce expenses in light of the current operating environment and consistent with its previously communicated strategy of optimizing its cost structure across all business lines. As part of this restructuring initiative, the Company has reduced full-time equivalents by approximately 350 during the first quarter 2014, which did not impact the 2013 financial results. Including the restructuring completed in the first quarter 2014, the Company has reduced staffing levels across the organization by approximately 600 full-time equivalents from its September 30, 2013 level.

The Company estimates this restructuring initiative will generate annualized cost savings of approximately $40 million, the majority of which was not reflected in the 2013 financial results. The Company also estimates it will incur a total pre-tax charge of $5.2 million related to this restructuring initiative, of which $1.4 million was expensed in the fourth quarter 2013.

Sale of Mortgage Servicing Rights

On December 18, 2013, the Bank entered into a definitive agreement to sell $40.7 billion unpaid principal balance of its MSR portfolio to Matrix Financial Services Corporation, a wholly owned subsidiary of Two Harbors Investment Corp. Covered under the agreement are certain mortgage loans serviced for both Fannie Mae and Ginnie Mae, originated primarily after 2010. Simultaneously, the Bank entered into an agreement with Matrix to sub-service the residential mortgage loans covered under the agreement to sell.

Prepayment of FHLB advances

During the fourth quarter 2013, the Company prepaid $2.9 billion in long-term FHLB advances with an average coupon of 3.29 percent, which resulted in a $177.6 million loss on extinguishment of debt (included in non-interest expense).

Net Interest Income

Fourth quarter 2013 net interest income decreased to $41.2 million, as compared to $42.7 million for the third quarter 2013 and $73.9 million for the fourth quarter 2012. The decrease from the prior quarter is primarily due to lower average balances in the mortgage loans available-for-sale and warehouse loans held-for-investment portfolios, and a lower yield on loans repurchased with government guarantees.

Net interest margin for the Bank increased to 1.80 percent for fourth quarter 2013, as compared to 1.68 percent for the third quarter 2013 and decreased from 2.26 percent for the fourth quarter 2012. The decrease from the prior quarter was driven primarily by a decrease in the average cost of deposits.

The average cost of funds for the fourth quarter 2013 was 1.44 percent, as compared 1.58 percent for the third quarter 2013 and 1.60 percent for the fourth quarter 2012. The decrease from the prior quarter was primarily due to the run-off of retail certificates of deposits and wholesale deposits, both of which carry higher rates, and a lower average rate paid on savings accounts. The average cost of total deposits decreased to 0.50 percent for the fourth quarter 2013, as compared to 0.67 percent for the third quarter 2013 and 0.86 percent for the fourth quarter 2012.

Non-interest Income

Fourth quarter 2013 non-interest income decreased to $113.1 million, as compared to $134.3 million for the third quarter 2013 and $285.8 million for the fourth quarter 2012. The decrease from the prior quarter was driven by a decrease in net gain on loan sales and an increase in net transaction costs on sales of MSRs, partially offset by a decrease in representation and warranty provision - change in estimate (discussed in Credit-Related Costs and Asset Quality).

Fourth quarter 2013 net gain on loan sales decreased to $44.8 million, as compared to $75.1 million for the third quarter 2013 and $239.0 million for the fourth quarter 2012. The decrease from the prior quarter reflects both a lower level of mortgage rate lock commitments and a decrease in gain on loan sale margin.

Mortgage originations decreased to $6.4 billion for the fourth quarter 2013, as compared to $7.7 billion for third quarter 2013 and $15.4 billion for the fourth quarter 2012. The 16.8 percent decrease from the prior quarter was driven primarily by a decline in refinance originations, reflecting the rising mortgage interest rate environment during the fourth quarter. Purchase originations increased to 57.1 percent of overall residential first mortgage originations in the fourth quarter 2013, from 47.6 percent in the prior quarter.

Gain on loan sale income is driven by rate lock commitments net of estimated cancellations, or "fallout-adjusted locks", as the Company uses fair value accounting to account for the majority of its mortgage business. Fallout-adjusted locks were $5.3 billion for the fourth quarter 2013, a 19.8 percent decrease from the third quarter 2013.

Gain on loan sale margin (based on the amount of fallout-adjusted locks) decreased to 0.85 percent for the fourth quarter 2013, as compared to 1.14 percent for the third quarter 2013 and 1.90 percent for the fourth quarter 2012. The decrease from the prior quarter was driven primarily by mortgage interest rate volatility during the fourth quarter.

Net servicing revenue, which is the combination of loan administration income (including the off-balance sheet hedges of mortgage servicing rights) and the gain (loss) on trading securities (i.e., the on-balance sheet hedges of mortgage servicing rights), was $28.9 million for the fourth quarter 2013, as compared to $30.4 million for the third quarter 2013 and $25.0 million for the fourth quarter 2012. As discussed above, the Company sold $53.4 billion in aggregate unpaid principal balance of MSRs during the fourth quarter 2013, which improved its ratio of MSR-to-Tier 1 capital to 22.6 percent, as compared to 56.8 percent in the third quarter. As a result, net transaction costs on sales of mortgage servicing rights increased to $9.0 million for the fourth quarter 2013, as compared to $1.8 million for the third quarter 2013.

Non-interest Expense

Non-interest expense was $388.7 million for the fourth quarter 2013, as compared to $158.4 million for the third quarter 2013 and $398.0 million for the fourth quarter 2012. Excluding the loss on extinguishment of debt and the incremental expense related to the DOJ litigation liability (discussed in Significant Items), non-interest expense was $150.1 million, a decrease as compared to $158.4 million for the third quarter 2013, driven primarily by a decrease in asset resolution expense (discussed in Credit Related Costs and Asset Quality).

Compensation and benefits increased to $69.6 million for the fourth quarter 2013, as compared to $61.6 million for the third quarter 2013, but decreased from $72.1 million for the fourth quarter 2012. The increase from the prior quarter was primarily due to expense associated with annual incentive compensation.

Commission expense decreased to $9.4 million for the fourth quarter 2013, as compared to $12.1 million for the third quarter 2013 and $22.2 million for the fourth quarter 2012. Loan processing expense also decreased to $8.8 million for the fourth quarter 2013, as compared to $10.9 million for the third quarter 2013 and $18.6 million for the fourth quarter 2012. Commissions and loan processing expense are both driven by mortgage originations, and the decreases were consistent with the decrease in mortgage originations during the fourth quarter 2013.

Fourth quarter 2013 legal and professional expenses increased to $79.2 million, as compared to $19.6 million for the third quarter 2013, but decreased from $213.4 million for the fourth quarter 2012. The increase from the prior quarter was primarily driven by the $61.0 million in expense related to the fair value liability associated with the DOJ Settlement.

Credit-Related Costs and Asset Quality

For the fourth quarter 2013, total credit-related costs (see non-GAAP reconciliation) decreased to $2.1 million, as compared to $25.6 million for the third quarter 2013 and $97.6 million for the fourth quarter 2012. The decrease from the prior quarter was primarily driven by a decrease in representation and warranty - change in estimate, reflecting the release of reserves of approximately $24.9 million associated with the settlements with Fannie Mae and Freddie Mac.

At December 31, 2013, the Company's allowance for loan losses was $207.0 million, unchanged from September 30, 2013 but decreased from $305.0 million at December 31, 2012. At December 31, 2013, the ratio of the allowance for loan losses to non-performing loans held-for-investment was 145.9 percent, as compared to 152.6 percent at September 30, 2013 and 76.3 percent at December 31, 2012.

Net charge-offs for the fourth quarter decreased to $14.1 million, as compared to $40.1 million for the third quarter 2013, and from $50.4 million for the fourth quarter 2012, driven primarily by a decrease in residential first mortgage loan charge-offs. Provision for loan losses increased to $14.1 million for the fourth quarter 2013, as compared to $4.1 million for the prior quarter and $50.4 million for the fourth quarter 2012. The increase from the prior quarter reflects an increased level of residential first mortgage reserves as the Company continues to refine some of the primary data inputs to its allowance methodology.

Total non-performing loans held-for-investment was $145.7 million at December 31, 2013, an increase as compared to $138.8 million at September 30, 2013 and a decrease from $399.8 million at December 31, 2012. The increase from the prior quarter was driven primarily by an increase in residential first mortgage non-performing loans, partially offset by a decrease in commercial non-performing loans. The ratio of non-performing loans held-for-investment to loans held-for-investment increased to 3.59 percent at December 31, 2013, from 3.46 percent at September 30, 2013 and 7.35 percent at December 31, 2012.

Real estate-owned and other non-performing assets decreased to $36.6 million at December 31, 2013, as compared to $66.5 million at September 30, 2013 and $120.7 million at December 31, 2012. The decrease from the prior quarter was primarily due to payoffs resulting from liquidations and transfers of real estate-owned properties.

The Company maintains a representation and warranty reserve on the balance sheet, which reflects an estimate of losses that may occur on both loans that have been sold or securitized into the secondary market and those currently in the repurchase pipeline, primarily with the GSEs. At December 31, 2013, the representation and warranty reserve was $54.0 million, as compared to $174.0 million at September 30, 2013 and $193.0 million at December 31, 2012. The decrease from the prior quarter was primarily driven by $24.9 million in releases of reserves associated with the settlements with Fannie Mae and Freddie Mac (discussed in Significant Items).

Asset resolution expense, which includes expenses associated with foreclosed properties (including the foreclosure claims in process with respect to government insured loans for which the Bank files claims with HUD) was $3.4 million for the fourth quarter 2013, as compared to $16.3 million for the third quarter 2013 and from $21.2 million for the fourth quarter 2012. The decrease from the prior quarter was primarily driven by gains on the sale of commercial real-estate owned properties and a decrease in foreclosure costs associated with loans the Company services for others.

Balance Sheet and Funding

Total assets decreased to $9.4 billion at December 31, 2013, as compared to $11.8 billion at September 30, 2013. The decrease from the prior quarter was primarily due to a decrease in interest-earning deposits, as the Company used excess cash for the prepayment of FHLB advances, and a decrease in MSRs resulting from the bulk sales completed during the quarter.

Loans repurchased with government guarantees totaled $1.3 billion at December 31, 2013, as compared to $1.2 billion at September 30, 2013 and $1.8 billion at December 31, 2012. This portfolio represents delinquent loans which have been repurchased from Ginnie Mae pools that are insured or guaranteed by the Federal Housing Administration.

Total deposits decreased to $6.1 billion at December 31, 2013, as compared to $6.6 billion at September 30, 2013, due to lower funding needs resulting from a reduction in mortgage originations. This decrease was primarily driven by decreases in retail certificates of deposits.

At December 31, 2013, the Company had $0.3 billion of cash on hand and interest-earning deposits, as compared to $2.6 billion at September 30, 2013. The decrease from the prior quarter was driven by the prepayment of FHLB advances, as well as the Company's investment of a portion of its excess cash into higher-yielding liquid securities. The Bank maintains a line of credit with the FHLB under which borrowings are collateralized by residential first mortgage loans and other assets of the Bank. At December 31, 2013, the Bank had outstanding borrowings from the FHLB of $1.0 billion and an additional $1.7 billion of collateralized borrowing capacity available at the FHLB.

Capital

The Bank's regulatory capital ratios remain above current regulatory quantitative guidelines for "well-capitalized" institutions. At December 31, 2013, the Bank had a Tier 1 leverage ratio of 13.97 percent, as compared to 11.98 percent at September 30, 2013. At December 31, 2013, the Company had an equity-to-assets ratio of 15.16 percent.

Earnings Conference Call

As previously announced, the Company's quarterly earnings conference call will be held on Thursday, January 23, 2014 from 11 a.m. until Noon (Eastern).

It is preferred that questions are emailed in advance to investors@flagstar.com, or they may be asked during the conference call.

To join the call, please dial (888) 715-1387 toll free or (913) 312-1521, and use passcode: 2979193. Please call at least 10 minutes before the call is scheduled to begin. A replay will be available for five business days by calling (888) 203-1112 toll free or (719) 457-0820, using passcode: 2979193.

The conference call will also be available as a live audio cast on the Investor Relations section of flagstar.com. It will be archived on that site and will be available for replay and download. A slide presentation to accompany the conference call will also be posted on the site.

About Flagstar

Flagstar Bancorp, Inc. ("Flagstar") is the holding company for Flagstar Bank, FSB, a full-service financial institution offering a range of products and services to consumers, businesses, and homeowners. With $9.4 billion in total assets at December 31, 2013, Flagstar is the largest bank headquartered in Michigan. Flagstar operates 111 banking centers, all of which are located in Michigan and 39 home lending centers located in 19 states, which primarily originate one-to-four family residential first mortgage loans. Originating loans nationwide, Flagstar is one of the leading originators of residential first mortgage loans. For more information, please visit flagstar.com.

Non-GAAP

This press release contains both financial measures based on accounting principles generally accepted in the United States (GAAP) and non-GAAP based financial measures, which are used where management believes it to be helpful in understanding the Company's results of operations or financial position. Where non-GAAP financial measures are used, the comparable GAAP financial measure, as well as the reconciliation to the comparable GAAP financial measure, can be found in this press release. These disclosures should not be viewed as a substitute for operating results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP performance measures that may be presented by other companies.

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that are difficult to predict and could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement. Forward-looking statements contained in this press release and any information related to expectations about future events or results are based upon information available to the Company as of the date hereof. Forward-looking statements can be identified by such words as "anticipates," "intends," "plans," "seeks," "believes," "expects", "estimates," and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements made regarding the Company's current expectations, plans or forecasts of its core business drivers, credit related costs, asset quality, capital adequacy and liquidity, the implementation of the Company's business plan and growth strategies, the suspension of dividend payments on preferred stock, the deferral of interest payment on trust preferred securities, the result of improvements to the Company's servicing processes, the Company's strategy for its servicing business and other similar matters. Although we believe that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, we cannot give you any assurance that our expectations will in fact occur or that actual results will not differ materially from those expressed or implied by such forward-looking statements. We caution you not to place undue reliance on any forward-looking statement and to consider all of the following uncertainties and risks, as well as those more fully discussed in the Company's filings with the Securities and Exchange Commission ("SEC"), including, but not limited to, our Form 10-K and Forms 10-Q: volatile interest rates that impact, among other things, the mortgage banking business, our ability to originate loans and sell assets at a profit, prepayment speeds and our cost of funds; changes in regulatory capital requirements or an inability to achieve or maintain desired capital ratios; actions of mortgage loan purchasers, guarantors and insurers regarding repurchases and indemnity demands and uncertainty related to foreclosure procedures; uncertainty regarding pending and threatened litigation; our ability to control credit related costs and forecast the adequacy of reserves; the imposition of regulatory enforcement actions against us; our compliance with the Supervisory Agreement with the Board of Governors of the Federal Reserve System and the Consent Order with the Office of the Comptroller of the Currency. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the SEC, the Company undertakes no obligation to update any such statement to reflect events or circumstances after the date on which it is made.



                                           Flagstar Bancorp, Inc.

                               Consolidated Statements of Financial Condition

                                           (Dollars in thousands)


                                       December 31,                September 30,
                                           2013                       2013                December 31,
                                                                                             2012
                                                                                             ----

    Assets                             (Unaudited)                (Unaudited)

    Cash and cash equivalents

    Cash and cash
     items                                               $55,913                  $68,228                $38,070

    Interest-earning
     deposits                               224,592                  2,482,882                  914,723
                                            -------                  ---------                  -------

    Total cash and
     cash equivalents                       280,505                  2,551,110                  952,793

    Trading
     securities                                   -                  50,053                  170,086

    Investment
     securities
     available-for-
     sale                                 1,045,548                  495,423                  184,445

    Loans held-for-
     sale                                 1,480,418                  1,879,290                  3,939,720

    Loans repurchased
     with government
     guarantees                           1,273,690                  1,231,765                  1,841,342

    Loans held-for-investment, net

    Loans held-for-
     investment                           4,055,756                  4,013,507                  5,438,101

    Less: allowance
     for loan losses                       (207,000)                 (207,000)                  (305,000)
                                           --------                  --------                  --------

    Total loans held-
     for-investment,
     net                                  3,848,756                  3,806,507                  5,133,101

    Mortgage
     servicing rights                       284,678                  797,029                  710,791

    Repossessed
     assets, net                             36,636                  66,530                  120,732

    Federal Home Loan
     Bank stock                             209,737                  301,737                  301,737

    Premises and
     equipment, net                         231,350                  229,117                  219,059

    Net deferred tax
     asset                                  414,681                      -                      -

    Other assets                            301,302                  399,254                  508,206

    Total assets                                      $9,407,301              $11,807,815            $14,082,012
                                                      ==========              ===========            ===========

    Liabilities and Stockholders'
     Equity

    Deposits

    Non-interest
     bearing                                            $930,060               $1,002,472             $1,309,649

    Interest bearing                      5,210,266                  5,646,813                  6,984,646
                                          ---------                  ---------                  ---------

    Total deposits                        6,140,326                  6,649,285                  8,294,295

    Federal Home Loan
     Bank advances                          988,000                  2,907,598                  3,180,000

    Long-term debt                          353,248                  360,389                  247,435

    Representation
     and warranty
     reserve                                 54,000                  174,000                  193,000

    Other liabilities                       445,853                  444,188                  1,007,920
                                            -------                  -------                  ---------

    Total liabilities                     7,981,427                  10,535,460                  12,922,650
                                          ---------                  ----------                  ----------

    Stockholders' Equity

    Preferred stock                         266,174                  264,726                  260,390

    Common stock                                561                     561                     559

    Additional paid
     in capital                           1,479,265                  1,478,391                  1,476,569

    Accumulated other
     comprehensive
     (loss) income                           (4,831)                  4,429                  (1,658)

    Accumulated
     deficit                               (315,295)                 (475,752)                  (576,498)
                                           --------                  --------                  --------

    Total
     stockholders'
     equity                               1,425,874                  1,272,355                  1,159,362

    Total liabilities
     and
     stockholders'
     equity                                           $9,407,301              $11,807,815            $14,082,012
                                                      ==========              ===========            ===========





                                                     Flagstar Bancorp, Inc.
                                              Consolidated Statements of Operations
                                          (Dollars in thousands, except per share data)



                                              Three Months Ended                                            Year Ended
                                              ------------------                                            ----------

                            December 31,              September 30,               December 31,              December 31,              December 31,
                                    2013                     2013                     2012                    2013                    2012
                                    ----                     ----                     ----                    ----                    ----

                            (Unaudited)               (Unaudited)               (Unaudited)              (Unaudited)

    Interest Income

    Loans                                    $64,165                   $75,633                 $112,464                $313,477                $456,141

    Investment securities
     available-for-sale
     or trading                    6,515                    1,465                    2,277                  11,912                  22,609

    Interest-earning
     deposits and other            1,153                    1,709                      674                   5,298                   2,220
                                   -----                    -----                      ---                   -----                   -----

      Total interest income       71,833                   78,807                  115,415                 330,687                 480,970
                                  ------                   ------                  -------                 -------                 -------

    Interest Expense

    Deposits                       6,713                   10,023                   15,017                  42,392                  70,143

    Federal Home Loan
     Bank advances                22,257                   24,434                   24,756                  95,024                 106,625

    Other                          1,660                    1,665                    1,701                   6,620                   6,971
                                   -----                    -----                    -----                   -----                   -----

      Total interest
       expense                    30,630                   36,122                   41,474                 144,036                 183,739
                                  ------                   ------                   ------                 -------                 -------

    Net interest income           41,203                   42,685                   73,941                 186,651                 297,231

    Provision for loan
     losses                       14,112                    4,053                   50,351                  70,142                 276,047
                                  ------                    -----                   ------                                        -------

    Net interest income
     after provision for
     loan losses                  27,091                   38,632                   23,590                 116,509                  21,184
                                  ------                   ------                   ------                 -------                  ------

    Non-Interest Income

    Loan fees and charges         19,349                   20,876                   40,793                 103,501                 142,908

    Deposit fees and
     charges                       5,193                    5,410                    5,154                  20,942                  20,370

    Loan administration           28,924                   30,434                   25,010                 115,872                 100,007

    (Loss) gain on
     trading securities              (20)                      13                       12                      65                 (2,011)

    Net gain on loan
     sales                        44,790                   75,073                  238,953                 402,193                 990,898

    Net transactions
     costs on sales of
     mortgage servicing
     rights                       (8,981)                 (1,763)                  (7,687)                 (19,228)                 (12,319)

    Net gain (loss) on
     investment
     securities
     available-for-sale            1,023                       -                     (310)                  1,023                   2,636

    Total other-than-
     temporary impairment
     (loss) gain                       -                       -                       -                 (8,789)                   2,810

    Loss recognized in
     other comprehensive
     income before taxes               -                       -                       -                      -                 (5,002)
                                     ---                     ---                     ---                    ---                  ------

    Net impairment losses
     recognized in
     earnings                          -                       -                       -                 (8,789)                 (2,192)

    Representation and
     warranty reserve -
     change in estimate           15,424                  (5,205)                  (25,231)                 (36,116)                 (256,289)

    Other non-interest
     income                        7,444                    9,458                    9,101                  72,880                  37,234


      Total non-interest
       income                    113,146                  134,296                  285,795                 652,343                 1,021,242
                                 -------                  -------                  -------                                        ---------

    Non-Interest Expense

    Compensation and
     benefits                     69,572                   61,552                   72,081                 279,268                 270,859

    Commissions                    9,444                   12,099                   22,154                  54,407                  75,345

    Occupancy and
     equipment                    19,824                   18,644                   19,184                  80,042                  73,674

    Asset resolution               3,372                   16,295                   21,241                  52,033                  91,349

    Federal deposit
     insurance premiums            7,932                    7,910                   12,202                  34,873                  49,273

    Loss on
     extinguishment of
     debt                        177,556                       -                       -                 177,556                  15,246

    Loan processing
     expense                       8,833                   10,890                   18,590                  52,223                  56,070

    Legal and
     professional expense         79,232                   19,593                  213,413                 144,054                 300,523

    Other non-interest
     expense                      12,928                   11,453                   19,097                  43,659                  57,356
                                  ------                   ------                   ------                  ------                  ------

      Total non-interest
       expense                   388,693                  158,436                  397,962                 918,115                 989,695
                                 -------                  -------                  -------                 -------                 -------



    (Loss) income before
     income taxes               (248,456)                  14,492                  (88,577)                 (149,263)                  52,731

    (Benefit) provision
     for income taxes           (410,362)                     220                    4,235                 (416,250)                 (15,645)
                                --------                      ---                    -----                 --------                 -------

    Net income (loss)            161,906                   14,272                  (92,812)                 266,987                  68,376

    Preferred stock
     dividend/accretion           (1,449)                 (1,449)                  (1,417)                 (5,784)                 (5,658)
                                  ------                   ------                   ------                  ------                  ------

    Net income (loss)
     applicable to common
     stockholders                           $160,457                   $12,823                 $(94,229)               $261,203                 $62,718
                                            ========                   =======                 ========                ========                 =======

    Income (loss) per share

         Basic                                 $2.79                     $0.16                   $(1.75)                  $4.40                   $0.88
                                               =====                     =====                   ======                   =====                   =====

         Diluted                               $2.77                     $0.16                   $(1.75)                  $4.37                   $0.87
                                               =====                     =====                   ======                   =====                   =====



                                                    Flagstar Bancorp, Inc.

                                Summary of Selected Consolidated Financial and Statistical Data

                                         (Dollars in thousands, except per share data)

                                                          (Unaudited)


                                      Three Months Ended                                          Year Ended
                                      ------------------                                        ----------

                        December 31,               September 30,            December 31,        December 31,            December 31,
                                     2013                       2013                       2012                  2013                      2012
                                     ----                       ----                       ----                  ----                      ----

    Mortgage
     loans
     originated
     (1)                       $6,439,242                 $7,737,143                $15,356,795           $37,481,877               $53,586,856

    Other
     loans
     originated                   $64,973                    $93,347                   $113,458              $300,823                  $754,155

    Mortgage
     loans
     sold and
     securitized               $6,783,212                 $8,344,737                $15,610,590           $39,074,649               $53,094,326

    Interest
     rate
     spread -
     bank only
     (2)                 1.58%                     1.42%                      1.87%                 1.53%                     1.98%

    Net
     interest
     margin -
     bank only
     (3)                 1.80%                     1.68%                      2.26%                 1.78%                     2.31%

    Interest
     rate
     spread -
     consolidated
     (2)                 1.54%                     1.39%                      1.84%                 1.50%                     1.96%

    Net
     interest
     margin -
     consolidated
     (3)                 1.73%                     1.62%                      2.21%                 1.72%                     2.26%

    Average
     common
     shares
     outstanding   56,126,895                     56,096,376                      55,842,910                 56,063,282                     55,762,196

    Average
     fully
     diluted
     shares
     outstanding   56,694,096                     56,541,089                      55,842,910                 56,518,181                     56,193,515

    Average
     interest-
     earning
     assets                    $9,607,376                $10,564,417                $13,349,991           $10,881,618               $13,104,401

    Average
     interest
     paying
     liabilities               $8,341,976                 $9,054,952                $10,318,385            $9,337,936               $10,786,252

    Average
     stockholders'
     equity                    $1,273,763                 $1,266,267                 $1,288,332            $1,238,550                $1,192,281

    Return on
     average
     assets              5.70%                     0.42%                     (2.51)%                 2.08%                     0.43%

    Return on
     average
     equity             50.39%                     4.05%                     (29.26)%                21.09%                     5.26%

    Efficiency
     ratio (4)          251.8%                     89.5%                     110.6%                109.4%                     75.1%

    Efficiency
     ratio
     (credit-
     adjusted)
     (4) (5)            277.4%                     78.0%                      97.9%                 99.0%                     57.0%

    Equity-
     to-
     assets
     ratio
     (average
     for the
     period)            11.32%                    10.26%                      8.58%                 9.87%                     8.10%

    Charge-
     offs to
     average
     LHFI (6)            1.53%                     3.96%                      3.18%                 4.00%                     4.43%

    Charge-
     offs, to
     average
     LHFI
     adjusted
     (6)(7)              1.53%                     1.30%                      3.18%                 2.45%                     4.43%



                      December 31,         September 30,
                                                  2013         December 31,
                                    2013                                2012
                                    ----                                  ----

    Book
     value
     per
     common
     share                        $20.66             $17.96             $16.12

    Number
     of
     common
     shares
     outstanding 56,138,074              56,114,572              55,863,053

     Mortgage
     loans
     subserviced
     for
     others                  $40,431,865     $            -     $            -

     Mortgage
     loans
     serviced
     for
     others                  $25,743,396        $74,200,317        $76,821,222

     Weighted
     average
     service
     fee
     (basis
     points)           28.7               29.3               29.2

     Capitalized
     value
     of
     mortgage
     servicing
     rights            1.11%              1.07%              0.93%

     Mortgage
     servicing
     rights
     to
     Tier 1
     capital
     (5)               22.6%              56.8%              54.9%

    Ratio
     of
     allowance
     for
     loan
     losses
     to
     non-
     performing
     LHFI
     (8)              145.9%             152.6%              76.3%

    Ratio
     of
     allowance
     for
     loan
     losses
     to
     LHFI
     (6)
     (8)               5.42%              5.50%              5.61%

    Ratio
     of
     non-
     performing
     assets
     to
     total
     assets
     (bank
     only)
     (8)               1.95%              1.74%              3.70%

    Equity-
     to-
     assets
     ratio            15.16%             10.78%              8.23%

    Number
     of
     bank
     branches           111                111                111

    Number
     of
     loan
     origination
     centers             39                 45                 31

    Number
     of FTE
     employees
     (excluding
     loan
     officers
     and
     account
     executives)      2,894              3,069              3,328

    Number
     of
     loan
     officers
     and
     account
     executives         359                359                334




    (1) Includes residential
     first mortgage and second
     mortgage loans.

    (2) Interest rate spread is
     the difference between the
     annualized average yield
     earned on average
     interest-earning assets
     for the period and the
     annualized average rate of
     interest paid on average
     interest-bearing
     liabilities for the
     period.

    (3) Net interest margin is
     the annualized effect of
     the net interest income
     divided by that period's
     average interest-earning
     assets.

    (4) Ratios include $177.6
     million and $61.0 million
     related to the prepayment
     of FHLB advances and the
     DOJ litigation,
     respectively, during the
     three months and year
     ended December 31, 2013,
     excluding these expenses
     the efficiency ratio would
     have been 97.3 percent and
     81.0 percent for the three
     months and year ended
     December 31, 2013,
     respectively.

    (5) See Non-GAAP
     reconciliation.

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

    (7) Excludes charge-offs
     of $26.8 million related
     to the sale of non-
     performing loans and TDRs,
     during the three months
     ended September 30, 2013,
     and $65.1 million during
     the year ended December
     31, 2013.

    (8) Only includes non-
     performing loans held-
     for-investment.




                                                           Regulatory Capital

                                                         (Dollars in thousands)

                                                               (Unaudited)


                              December 31,                            September 30,                             December 31,
                                    2013                                       2013                                         2012
                               -------------                              --------------                               -------------

                          Amount      Ratio           Amount        Ratio                      Amount         Ratio
                          ------      -----           ------        -----                      ------         -----

    Tier 1 leverage
     (to adjusted
     tangible assets)
     (1)                           $1,257,608       13.97%                      $1,402,423       11.98%                      $1,295,841  9.26%


    Total adjusted
     tangible asset
     base                          $9,004,904                                  $11,708,635                                  $13,999,636
                                     ========                                   =========                                   =========

    Tier 1 capital (to
     risk weighted
     assets) (1)                   $1,257,608       26.82%                      $1,402,423       26.57%                      $1,295,841 15.90%

    Total capital (to
     risk weighted
     assets) (1)        1,317,970                   28.11%          1,470,060                    27.85%          1,400,126              17.18%


    Risk weighted
     asset base                    $4,688,961                                   $5,278,254                                   $8,148,771
                                     ========                                  ==========                                  ==========


    (1) Based on adjusted total assets for purposes of core capital and risk-weighted assets for purposes of total risk-based
     capital. These ratios are applicable to the Bank only.




                                                                                                       Loan Originations

                                                                                                    (Dollars in thousands)

                                                                                                          (Unaudited)


                                                                                                                           Three Months Ended
                                                                                                                           ------------------

                                                                             December 31,                                            September 30,                                          December 31,
                                                                                   2013                                                         2013                                                     2012
                                                                              -------------                                               --------------                                            -------------

    Consumer
     loans

         Mortgage
         (1)                                                                      $6,439,242        99.0%                                    $7,737,142                  98.8%                         $15,356,795            99.3%

        Other
         consumer
         (2)                                                              16,295                     0.3%                           24,811                                0.3%                  7,589                           -  %
                                                                          ------                     ---                            ------                                ---                   -----                         ---  ---

    Total
     consumer
     loans                                                             6,455,537                    99.3%                        7,761,953                               99.1%             15,364,384                         99.3%

     Commercial
     loans
     (3)                                                                  48,678                     0.7%                           68,537                                0.9%                105,869                          0.7%

    Total
     loan
     originations                                                                 $6,504,215       100.0%                                    $7,830,490                 100.0%                         $15,470,253           100.0%
                                                                                    ========        ====                                     ==========                  ====                            =========            ====


                                                                                                                                                                                                               Year Ended

                                                                                                                 December 31,                             December 31,
                                                                                                                     2013                                     2012
                                                                                                                -------------                            -------------

    Consumer
     loans

        Mortgage
         (1)                                                                                                                   $37,481,877                        99.2%                   $53,586,856                  98.6%

        Other
         consumer
         (2)                                                                                                           61,318                       0.2%                           27,058         0.1%
                                                                                                                       ------                                                      ------         ---

    Total
     consumer
     loans                                                                                                         37,543,195                      99.4%                       53,613,914        98.7%

    Commercial
     loans (3)                                                                                                        239,505                       0.6%                          727,097         1.3%

    Total loan
     originations                                                                                                              $37,782,700                       100.0%                   $54,341,011                 100.0%
                                                                                                                                 =========                        ====                      =========                  ====


    (1) Includes residential first mortgage and second mortgage loans.

    (2) Other consumer loans include: HELOC and other consumer loans.

    (3) Commercial loans include: commercial real estate, commercial and industrial and commercial lease financing loans.



                                                                     Loans Held-for-Investment

                                                                      (Dollars in thousands)

                                                                            (Unaudited)


                                        December 31, 2013                                    September 30,
                                                                                                      2013                                  December 31, 2012
                                               -----------------                              --------------                              -----------------

    Consumer loans

    Residential
     first
     mortgage                                 $2,508,968                  61.9%                         $2,478,599         61.8%                       $3,009,251    55.3%

    Second
     mortgage                       169,525                                4.2%               174,383                       4.3%             114,885                  2.1%

    Warehouse
     lending                        423,517                               10.4%               390,348                       9.7%           1,347,727                 24.8%

    HELOC                           289,880                                7.1%               307,552                       7.7%             179,447                  3.3%

    Other                            37,468                                0.9%                39,043                       1.0%              49,611                  0.9%
                                     ------                                ---                 ------                       ---               ------                  ---

    Total
     consumer
     loans                        3,429,358                               84.5%             3,389,925                      84.5%           4,700,921                 86.4%
                                  ---------                               ----              ---------                      ----            ---------                 ----

    Commercial loans

    Commercial
     real estate                    408,870                               10.1%               420,879                      10.4%             640,315                 11.8%

    Commercial
     and
     industrial                     207,187                                5.1%               187,639                       4.7%              90,565                  1.7%

    Commercial
     lease
     financing                       10,341                                0.3%                15,064                       0.4%               6,300                  0.1%
                                     ------                                ---                 ------                       ---                -----                  ---

    Total
     commercial
     loans                          626,398                               15.5%               623,582                      15.5%             737,180                 13.6%

    Total loans
     held-for-
     investment                               $4,055,756                 100.0%                         $4,013,507        100.0%                       $5,438,101   100.0%
                                              ==========                 =====                          ==========        =====                        ==========   =====



                                                                    Residential Loans Serviced

                                                                      (Dollars in thousands)

                                                                            (Unaudited)


                                        December 31, 2013                                   September 30,
                                                                                                      2013                                  December 31, 2012
                                               -----------------                              --------------                              -----------------

                                    Unpaid      Number                 Unpaid          Number                        Unpaid         Number
                                  Principal       of                 Principal            of                       Principal           of
                                   Balance     accounts               Balance         accounts                      Balance        accounts


    Serviced for
     own loan
     portfolio
     (1)                                      $4,375,009                28,069                          $4,727,135       30,971                        $6,078,758  32,597

    Serviced for
     others                      25,743,396                            131,413             74,200,317                   369,368           76,821,222              377,210

    Sub-
     serviced
     for others
     (2)                         40,431,867                198,256                      -                        -                  -              -
                                 ----------                -------                    ---                      ---                ---            ---

    Total
     residential
     loans
     serviced
     (2)                                     $70,550,272               357,738                         $78,927,452      400,339                       $82,899,980 409,807
                                               =========               =======                           =========      =======                         ========= =======


    (1) Includes both loans held-for-investment (residential first mortgage, second mortgage and HELOC) and loans-held-for-sale (residential first mortgage).

    (2) Does not include temporary short-term sub-servicing performed as a result of sales of servicing-released mortgage servicing rights.




                                                                  Allowance for Loan Losses

                                                                   (Dollars in thousands)

                                                                         (Unaudited)


                                                 Three Months Ended                                Year Ended
                                                 ------------------                                ----------

                                   December 31,              September 30,             December 31,             December 31,             December 31,
                                               2013                       2013                       2012                       2013                       2012
                                               ----                       ----                       ----                       ----                       ----

    Beginning
     balance                               $207,000                   $243,000                   $305,000                   $305,000                   $318,000

    Provision
     for loan
     losses                       14,110                      4,053                     50,351                     70,142                     276,047

    Charge-offs

    Consumer loans

    Residential
     first
     mortgage                     (9,868)                    (34,666)                     (33,802)                     (133,326)                     (175,803)

    Second
     mortgage                       (730)                    (1,534)                     (5,423)                     (6,252)                     (18,753)

    Warehouse
     lending                           -                        (45)                        -                        (45)                        -

    HELOC                         (1,728)                     (872)                     (5,000)                     (5,473)                     (17,159)

    Other                           (995)                    (1,341)                     (1,613)                     (3,622)                     (4,423)
                                    ----                     ------                     ------                     ------                     ------

    Total
     consumer
     loans                      (13,321)                     (38,458)                     (45,838)                     (148,718)                     (216,138)

    Commercial loans

    Commercial
     real
     estate                       (5,051)                    (8,419)                     (13,443)                     (47,982)                     (105,285)

    Commercial
     and
     industrial                      (48)                     (302)                     (3,011)                      (350)                     (4,627)

    Commercial
     lease
     financing                    (1,299)                        -                     (1,191)                     (1,299)                     (1,191)
                                  ------                       ---                     ------                     ------                     ------

    Total
     commercial
     loans                        (6,398)                    (8,721)                     (17,645)                     (49,631)                     (111,103)
                                  ------                     ------                     -------                     -------                     --------

    Total
     charge-
     offs                       (19,719)                     (47,179)                     (63,483)                     (198,349)                     (327,241)

    Recoveries

    Consumer loans

    Residential
     first
     mortgage                      1,033                      2,256                      5,530                     15,329                     18,561

    Second
     mortgage                        353                        348                        196                      1,178                      1,912

    HELOC                            315                        143                         67                      1,020                        461

    Other                          1,235                        470                        731                      2,079                      1,786
                                   -----                        ---                        ---                      -----                      -----

    Total
     consumer
     loans                         2,936                      3,217                      6,524                     19,606                     22,720

    Commercial loans

    Commercial
     real
     estate                        2,300                      3,860                      6,600                     10,162                     15,397

    Commercial
     and
     industrial                       85                         49                          8                        151                         77

    Commercial
     lease
     financing                       288                         -                         -                        288                         -
                                     ---                       ---                       ---                        ---                       ---

    Total
     commercial
     loans                         2,673                      3,909                      6,608                     10,601                     15,474
                                   -----                      -----                      -----                     ------                     ------

    Total
     recoveries                    5,609                      7,126                     13,132                     30,207                     38,194
                                   -----                      -----                     ------                     ------                     ------

    Charge-
     offs, net
     of
     recoveries                 (14,110)                     (40,053)                     (50,351)                     (168,142)                     (289,047)


    Ending
     balance                               $207,000                   $207,000                   $305,000                   $207,000                   $305,000
                                           ========                   ========                   ========                   ========                   ========

    Net charge-
     off ratio
     (annualized)
     (1)                            1.53%                      3.96%                      3.18%                      4.00%                      4.43%
                                    ====                       ====                       ====                       ====                       ====

    Net charge-
     off ratio,
     adjusted
     (annualized)
     (1)(2)                         1.53%                      1.30%                      3.18%                      2.45%                      4.43%
                                    ====                       ====                       ====                       ====                       ====


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

    (2) Excludes charge-offs of $26.8 million related to the sale of non-performing loans and TDRs during the three months ended September 30, 2013 and $65.1 million during the
     year ended December 31, 2013.


                                                                                                                                                                      
                                                          Representation and Warranty Reserve
                                                                                                                                                                      
                                                                 (Dollars in thousands)
                                                                                                                                                                      
                                                                      (Unaudited)
                                                                                                                              
                                                                                                                              
                                                         Three Months Ended                                             Year Ended
                                                         ------------------                                             ----------
                                                                                                                                                         
                                      December 31,                September 30,                 December 31,                December 31,                December 31,
                                          2013                        2013                      2012                     2013                     2012
                                     -------------               -------------                -------------               -------------               -------------
                                                                                                                                                                         
    Balance, beginning of period                       $174,000                  $185,000                 $202,000                 $193,000                 $120,000
                                                                                                                                                 
    Provision
                                                                                                                                                                  
      Charged to gain on sale for
       current loan sales                    3,018                    3,719                     7,285                   17,606                   24,410
                                                                                                                                                                  
      Charged to representation and
       warranty reserve -change in
       estimate                            (15,425)                   5,205                    25,231                   36,116                  256,289
                                           -------                    -----                    ------                   ------                  -------
                                                                                                                                                                  
      Total                                (12,407)                   8,924                    32,516                   53,722                  280,699
                                                                                                                                                                  
    Charge-offs, net                      (107,593)                 (19,924)                   (41,516)                  (192,722)                  (207,699)
                                          --------                  -------                   -------                  --------                  --------
                                                                                                                                                                         
    Balance, end of period                              $54,000                  $174,000                 $193,000                  $54,000                 $193,000
                                                        =======                  ========                 ========                  =======                 ========




                 Composition of Allowance for Loan Losses

                          (Dollars in thousands)

                               (Unaudited)


     December              Collectively              Individually
     31,                     Evaluated               Evaluated
     2013                                                                   Total
                             Reserves               Reserves
    ---                      --------               --------

    Consumer
     loans

     Residential
     first
     mortgage                              $79,377                $81,765           $161,142

     Second
     mortgage                     7,575                  4,566               12,141

     Warehouse
     lending                      1,392                     -               1,392

    HELOC                         7,488                    405               7,893

    Other                         2,412                     -               2,412
                                  -----                   ---               -----

     Total
     consumer
     loans                       98,244                 86,736               184,980

    Commercial
     loans

     Commercial
     real
     estate                      18,540                     -               18,540

     Commercial
     and
     industrial                   3,332                     -               3,332

     Commercial
     lease
     financing                      148                     -                 148
                                    ---                   ---                 ---

     Total
     commercial
     loans                       22,020                     -               22,020
                                 ------                   ---               ------

     Total
     allowance
     for
     loan
     losses                               $120,264                $86,736           $207,000
                                          ========                =======             ======



     September             Collectively              Individually
     30,                     Evaluated               Evaluated
     2013                                                                 Total
                             Reserves               Reserves
    ---                      --------               --------

    Consumer
     loans

     Residential
     first
     mortgage                              $65,490                $81,087           $146,577

     Second
     mortgage                    10,124                  8,571               18,695

     Warehouse
     lending                        408                     -                 408

    HELOC                         8,567                    540               9,107

    Other                         2,130                     -               2,130
                                  -----                   ---               -----

     Total
     consumer
     loans                       86,719                 90,198               176,917

    Commercial
     loans

     Commercial
     real
     estate                      25,331                  1,161               26,492

     Commercial
     and
     industrial                   3,407                     88               3,495

     Commercial
     lease
     financing                       96                     -                  96
                                    ---                   ---                 ---

     Total
     commercial
     loans                       28,834                  1,249               30,083
                                 ------                  -----               ------

     Total
     allowance
     for
     loan
     losses                               $115,553                $91,447           $207,000
                                          ========                =======             ======



                     Non-Performing Loans and Assets

                          (Dollars in thousands)

                               (Unaudited)


                      December 31,                 September 30,       December 31,
                           2013                           2013              2012
                      -------------                 -------------     -------------

    Non-
     performing
     loans                      $98,976                    $94,062          $254,582

    Non-
     performing
     TDRs             25,808                     21,104            60,516

    Non-
     performing  months
     TDRs
     at
     inception
     but
     performing
     for
     less
     than
     six              20,901                     23,638            84,728
                      ------                     ------            ------

    Total
     non-
     performing
     loans
     held-
     for-
     investment      145,685                     138,804            399,826

    Real
     estate
     and
     other
     non-
     performing
     assets,
     net              36,636                     66,530            120,732
                      ------                     ------            -------

    Non-
     performing
     assets
     held-
     for-
     investment,
     net             182,321                     205,334            520,558

    Non-
     performing
     loans
     held-
     for-
     sale                771                      3,099             1,835
                         ---                      -----             -----

    Total
     non-
     performing
     assets
     including
     loans
     held-
     for-
     sale                      $183,092                   $208,433          $522,393
                               ========                   ========          ========

    Ratio
     of
     non-
     performing
     assets
     to
     total
     assets
     (Bank
     only)              1.95%                      1.74%             3.70%

    Ratio
     of          for-
     non-        investment
     performing
     loans
     held-
     for-
     investment
     to
     loans
     held-              3.59%                      3.46%             7.35%

    Ratio
     of          repossessed
     non-        assets
     performing
     assets
     to
     loans
     held-
     for-
     investment
     and                4.46%                      5.03%             9.36%




                       Asset Quality - Loans Held-for-Investment

                                (Dollars in thousands)

                                      (Unaudited)


                        30-59     60-89    Greater     Total        Total
                        Days      Days     than 90     Past       Investment
                        Past      Past       days       Due         Loans
                         Due      Due
                        -----      -----   -------       -----     ----------

    December 31, 2013

    Consumer loans             $41,013               $20,732         $144,185         $205,930         $3,429,358

    Commercial loans        -                    -           1,500            1,500            626,398
                          ---                  ---           -----            -----            -------

    Total loans                $41,013               $20,732         $145,685         $207,430         $4,055,756
                                 =====                 =====           ======           ======         ==========

    September 30, 2013

    Consumer loans             $51,176               $18,244         $123,289         $192,709         $3,389,925

    Commercial loans        -                   208           15,515            15,723            623,582

    Total loans                $51,176               $18,452         $138,804         $208,432         $4,013,507
                                 =====                 =====           ======           ======         ==========

    December 31, 2012

    Consumer loans             $66,687               $18,578         $313,418         $398,683         $4,700,921

    Commercial loans    6,979                 6,990           86,408            100,377            737,180
                        -----                 -----           ------            -------            -------

    Total loans                $73,666               $25,568         $399,826         $499,060         $5,438,101
                                 =====                 =====           ======           ======         ==========




                          Troubled Debt Restructurings

                             (Dollars in thousands)

                                   (Unaudited)


                                                  TDRs
                                                  ----

                      Performing               Non-               Non-
                                              performing             performing
                                                                    TDRs              Total
                                                                   at
                                                                   inception
                                                                     but
                                                                 performing
                                                                   for less
                                                                 than six
                                                                   months
                                                                                       ---

    December 31, 2013

     Consumer
     loans                         $382,529              $25,808               $20,901           $429,238

     Commercial
     loans                   456                    -                   -                  456

     Total
     TDRs                          $382,985              $25,808               $20,901           $429,694
                                   ========              =======               =======             ======

    September
     30, 2013

     Consumer
     loans                         $387,671              $21,104               $21,353           $430,128

     Commercial
     loans                   268                    -                2,284                2,552

     Total
     TDRs                          $387,939              $21,104               $23,637           $432,680
                                   ========              =======               =======             ======

    December 31,
     2012

     Consumer
     loans                         $588,475              $60,493               $82,695           $731,663

     Commercial
     loans                 1,287                    23                2,033                3,343

     Total
     TDRs                          $589,762              $60,516               $84,728           $735,006
                                   ========              =======               =======             ======




                                                                                   Gain on Loan Sales and Securitizations

                                                                                           (Dollars in thousands)

                                                                                                (Unaudited)


                                                                                                Three Months Ended
                                                                                                ------------------

                                         December 31,                                               September 30,
                                                2013                                                         2013                                                            December 31, 2012
                                          -------------                                                 --------------                                                       -----------------

    Description

    Valuation gain (loss)

    Value of
     interest rate
     locks                                     $(53,542)        (0.79)%                                           $87,961                       1.05%                                        $(143,364)       (0.94)%

    Value of
     forward sales                   89,330                       1.31%                             (217,987)                                 (2.61)%                             123,602                       0.82%

    Fair value of
     loans held-
     for-sale                        68,938                       1.02%                               63,394                                    0.76%                             213,512                       1.38%

    LOCOM
     adjustments
     on loans
     held-for-
     investment                           -                -  %                               -                         -  %                             (1,103)                   (0.01)%
                                        ---              ---  ---                           ---                       ---  ---                           ------                    ------

    Total
     valuation
     gains
     (losses)                       104,726                       1.54%                              (66,632)                                 (0.80)%                             192,647                       1.25%


    Sales (losses) gains

    Marketing
     (losses)
     gains, net of
     adjustments                     (3,313)                    (0.05)%                              (52,120)                                 (0.63)%                             161,163                       1.03%

    Pair-off
     (losses)
     gains                         (53,605)                     (0.79)%                              197,544                                    2.37%                            (107,572)                    (0.70)%

    Provision for
     representation
     and warranty
     reserve                         (3,018)                    (0.04)%                               (3,719)                                 (0.04)%                              (7,285)                    (0.05)%
                                     ------                     ------                                ------                                  ------                               ------                     ------

    Total sales
     (losses)
     gains                         (59,936)                     (0.88)%                              141,705                                    1.70%                              46,306                       0.28%
                                    -------                     ------                               -------                                    ----                               ------                       ----

    Total gain on
     loan sales
     and
     securitizations                            $44,790                                                           $75,073                                                                     $238,953
                                                =======                                                          =======                                                                    ========

    Total mortgage
     rate lock
     commitments
     (gross)                                 $6,481,782                                                        $8,340,000                                                                  $16,242,000
                                               ========                                                       ==========                                                                   =========

    Total loan
     sales and
     securitizations                         $6,783,212           0.66%                                        $8,344,737                       0.90%                                      $15,610,590          1.53%
                                               ========                                                        ==========                                                                    =========

    Total mortgage
     rate lock
     commitments
     (fallout
     adjusted) (1)                           $5,298,728           0.85%                                        $6,605,432                       1.14%                                      $12,587,980          1.90%
                                               ========                                                        ==========                                                                    =========


                                                                                                                                                                                       Year Ended
                                                                                                                                                                                       ----------

                                                                              December 31, 2013                            December 31, 2012
                                                                              -----------------                            -----------------

    Description

    Valuation gain
     (loss)

    Value of interest
     rate locks                                                                                     $(75,948)                         (0.19)%                                     $15,235               0.03%

    Value of forward
     sales                                                                               33,945                      0.09%                               28,957                      0.05%

    Fair value of
     loans held-for-
     sale                                                                               200,639                       0.5%                              784,587                      1.48%

    LOCOM adjustments
     on loans held-
     for-investment                                                                      (1,797)                        -  %                             (1,124)                        -  %
                                                                                         ------                       ---  ---                           ------                       ---  ---

    Total valuation
     gains                                                                              156,839                       0.4%                              827,655                      1.56%


    Sales (losses)
     gains

    Marketing
     (losses) gains,
     net of
     adjustments                                                                           (822)                        -  %                            731,648                      1.38%

    Pair-off gains
     (losses)                                                                           263,782                      0.68%                            (543,995)                    (1.02)%

    Provision for
     representation
     and warranty
     reserve                                                                            (17,606)                   (0.05)%                              (24,410)                   (0.05)%
                                                                                        -------                    ------                               -------                    ------

    Total sales gains                                                                   245,354                      0.63%                              163,243                      0.31%
                                                                                        -------                      ----                               -------                      ----

    Total gain on
     loan sales and
     securitizations                                                                                $402,193                                                        $990,898
                                                                                                    ========                                                        ========

    Total mortgage
     rate lock
     commitments
     volume                                                                                      $39,316,782                                                     $66,732,000
                                                                                                   =========                                                       =========

    Total loan sales
     and
     securitizations                                                                             $39,074,649                            1.03%                                 $53,094,326               1.87%
                                                                                                   =========                                                                    =========

    Total mortgage
     rate lock
     commitments
     (fallout
     adjusted) (1)                                                                               $31,590,150                            1.27%                                 $50,633,088               1.96%
                                                                                                   =========                                                                    =========


    (1) Fallout adjusted mortgage rate lock commitments are adjusted by a percentage of mortgage loans in the pipeline that are not expected to close based
    on previous historical experience and the level of interest rates. The net margin is based on net gain on loan sales to fallout adjusted mortgage rate
    lock commitments.



                                                            Average Balances, Yields and Rates

                                                                  (Dollars in thousands)

                                                                        (Unaudited)


                                                                       Three Months Ended
                                                                       ------------------

                                    December 31, 2013                              September 30,
                                                                                             2013                                   December 31, 2012
                                       -----------------                             --------------                               -----------------

                                  Average     Annualized             Average   Annualized                Average
                                  Balance                             Balance                             Balance   Annualized

                                              Yield/Rate                       Yield/Rate                          Yield/Rate
                                                                                          ---                                 ---  ----------

    Interest-Earning Assets

    Loans held-
     for-sale                                $1,617,817        4.28%                          $2,156,966        4.14%                          $3,633,394        3.47%

    Loans
     repurchased
     with
     government
     guarantees                  1,234,383                     2.46%              1,364,949                     3.61%              1,912,722                     3.13%

    Loans held-for-
     investment

    Consumer
     loans (1)
     (2)                         3,296,584                     4.01%              3,412,909                     4.06%              4,608,093                     4.28%

    Commercial
     loans (1)                     630,953                     3.84%                637,711                     3.85%              1,722,609                     3.78%
                                   -------                                         -------                                       ---------

    Total loans
     held-for-
     investment                  3,927,537                     3.97%              4,050,620                     4.03%              6,330,702                     4.14%

    Investment
     securities
     available-
     for-sale
     or trading                  1,006,801                     2.59%                295,923                     1.98%                362,819                     2.51%

    Interest-
     earning
     deposits
     and other                   1,820,838                     0.25%              2,695,959                     0.25%              1,110,354                     0.24%
                                 ---------                                       ---------                                       ---------

    Total
     interest-
     earning
     assets                      9,607,376                     2.98%             10,564,417                     2.98%             13,349,991                     3.44%

    Other
     assets                      1,648,399                                        1,775,102                                        1,670,359
                                 ---------                                       ---------                                       ---------

    Total
     assets                                 $11,255,775                                      $12,339,519                                      $15,020,350
                                              =========                                       =========                                       =========

    Interest-Bearing
     Liabilities

    Retail deposits

    Demand
     deposits                                  $410,147        0.14%                            $394,418        0.18%                            $379,721        0.28%

    Savings
     deposits                    2,906,271                     0.49%              2,815,893                     0.60%              1,891,901                     0.68%

    Money
     market
     deposits                      293,192                     0.17%                314,459                     0.18%                427,792                     0.43%

    Certificate
     of deposits                 1,168,992                     0.79%              1,787,318                     0.90%              3,253,647                     1.02%
                                 ---------                                       ---------                                       ---------

    Total
     retail
     deposits                    4,778,602                     0.52%              5,312,088                     0.65%              5,953,061                     0.82%

    Government deposits

    Demand
     deposits                      115,980                     0.28%                 55,571                     0.76%                 81,555                     0.44%

    Savings
     deposits                      172,886                     0.27%                163,869                     0.27%                287,289                     0.51%

    Certificate
     of deposits                   256,274                     0.18%                303,329                     0.29%                444,668                     0.62%
                                   -------                                         -------                                         -------

    Total
     government
     deposits                      545,140                     0.23%                522,769                     0.33%                813,512                     0.56%

    Wholesale
     deposits                       15,423                     4.40%                 72,141                     5.06%                157,960                     4.04%
                                    ------                                          ------                                         -------

    Total
     deposits                    5,339,165                     0.50%              5,906,998                     0.67%              6,924,533                     0.86%

    Federal
     Home Loan
     Bank
     advances                    2,755,375                     3.16%              2,900,519                     3.34%              3,145,341                     3.13%

    Other                          247,435                     2.66%                247,435                     2.67%                248,511                     2.72%
                                   -------                                         -------                                         -------

    Total
     interest-
     bearing
     liabilities                 8,341,975                     1.44%              9,054,952                     1.58%             10,318,385                     1.60%

    Other
     liabilities
     (3)                         1,640,037                                        2,018,300                                        3,413,633

     Stockholders'
     equity                      1,273,763                                        1,266,267                                        1,288,332
                                 ---------                                       ---------                                       ---------

    Total
     liabilities
     and
     stockholder's
     equity                                 $11,255,775                                                 $12,339,519                                                 $15,020,350
                                              =========                                       =========                                       =========


    (1) Consumer loans include: residential first mortgage, second mortgage, warehouse lending, HELOC and other consumer loans. Commercial loans include: commercial real
     estate, commercial and industrial, and commercial lease financing loans.

    (2) Includes loans that are consolidated variable interest entities and carried at fair value.

    (3) Includes company controlled deposits that arise due to the servicing of loans for others, which do not bear interest.




                                       Average Balances, Yields and Rates

                                             (Dollars in thousands)

                                                  (Unaudited)


                                                      Year Ended
                                                      ----------

                                    December 31, 2013                            December 31, 2012
                                    -----------------                            -----------------

                                  Average     Annualized             Average
                                  Balance                             Balance   Annualized

                                              Yield/Rate                       Yield/Rate
                                                                                          ---  ----------


    Interest-Earning
     Assets

    Loans held-
     for-sale                                $2,498,893        3.55%                          $3,078,690        3.75%

    Loans
     repurchased
     with
     government
     guarantees                  1,476,801                     3.26%              2,018,079                     3.22%

    Loans held-for-
     investment

    Consumer
     loans (1)
     (2)                         3,669,373                     4.07%              4,737,553                     4.33%

    Commercial
     loans (1)                     658,804                     4.04%              1,782,507                     3.91%
                                   -------                                       ---------

    Total loans
     held-for-
     investment                  4,328,177                     4.07%              6,520,060                     4.21%

    Investment
     securities
     available-
     for-sale
     or trading                    474,205                     2.51%                573,445                     3.94%

    Interest-
     earning
     deposits
     and other                   2,103,542                     0.25%                914,127                     0.24%
                                 ---------                                         -------

    Total
     interest-
     earning
     assets                     10,881,618                     3.03%             13,104,401                     3.66%

    Other
     assets                      1,673,298                                        1,622,369
                                 ---------                                       ---------

    Total
     assets                                 $12,554,916                                      $14,726,770
                                              =========                                       =========

    Interest-Bearing
     Liabilities

    Retail deposits

    Demand
     deposits                                  $397,094        0.19%                            $363,247        0.26%

    Savings
     deposits                    2,668,571                     0.63%              1,775,449                     0.72%

    Money
     market
     deposits                      334,945                     0.25%                463,490                     0.48%

    Certificate
     of deposits                 2,054,834                     0.89%              3,170,103                     1.21%
                                 ---------                                       ---------

    Total
     retail
     deposits                    5,455,444                     0.67%              5,772,289                     0.94%

    Government deposits

    Demand
     deposits                       96,112                     0.43%                 96,000                     0.48%

    Savings
     deposits                      203,191                     0.35%                280,313                     0.55%

    Certificate
     of deposits                   360,406                     0.41%                393,731                     0.64%
                                   -------                                         -------

    Total
     government
     deposits                      659,709                     0.39%                770,044                     0.59%

    Wholesale
     deposits                       60,711                     4.98%                296,997                     3.80%
                                    ------                                         -------

    Total
     deposits                    6,175,864                     0.69%              6,839,330                     1.03%

    FHLB
     advances                    2,914,637                     3.22%              3,698,362                     2.88%

    Other                          247,435                     2.68%                248,561                     2.80%
                                   -------                                         -------

    Total
     interest-
     bearing
     liabilities                 9,337,936                     1.53%             10,786,253                     1.70%

    Other
     liabilities
     (3)                         1,978,430                                        2,748,236

     Stockholders'
     equity                      1,238,550                                        1,192,281
                                 ---------                                       ---------

    Total
     liabilities
     and
     stockholder's
     equity                                 $12,554,916                                                 $14,726,770
                                              =========                                       =========


    (1) Consumer loans include: residential first mortgage, second mortgage, warehouse lending, HELOC and other
     consumer loans. Commercial loans include: commercial real estate, commercial and industrial, and commercial lease
     financing loans.

    (2) Excludes loans that are consolidated variable interest entities and carried at fair value.

    (3) Includes company controlled deposits that arise due to the servicing of loans for others, which do not bear
     interest.



                                                                                          Non-GAAP Reconciliation

                                                                                           (Dollars in thousands)

                                                                                                (Unaudited)


                                                          Three Months Ended                                                       Year Ended
                                                          ------------------                                                       ----------

                                        December 31,             September 30,                        December 31,                                     December 31,                      December 31,
                                                    2013                      2013                                              2012                                             2013                          2012
                                                    ----                      ----                                              ----                                             ----                          ----

    Pre-tax, pre-credit-cost
     (loss) income

    Income before
     tax provision                             $(248,456)                  $14,492                                          $(88,577)                                       $(149,263)                      $52,731

    Add back

    Provision for
     loan losses                      14,112                      4,053                                        50,351                                              70,142                        276,047

    Asset
     resolution                        3,372                     16,295                                        21,241                                              52,033                         91,349

    Other than
     temporary
     impairment on
     AFS
     investments                           -                         -                                            -                                               8,789                          2,192

    Representation
     and warranty
     reserve -
     change in
     estimate                       (15,424)                      5,205                                        25,231                                              36,116                        256,289

    Write down of
     transferor
     interest                              -                         -                                           780                                                 174                          2,552
                                         ---                       ---                                           ---                                                 ---                          -----

    Total credit-
     related costs                     2,060                     25,553                                        97,603                                             167,254                        628,429
                                       -----                     ------                                        ------                                             -------                        -------

    Pre-tax, pre-
     credit-cost
     net income                                $(246,396)                  $40,045                                            $9,026                                          $17,991                      $681,160
                                               =========                   =======                                            ======                                          =======                      ========


    Efficiency ratio (credit-
     adjusted)

    Net interest
     income (a)                                  $41,203                   $42,685                                           $73,941                                         $186,651                      $297,231

    Non-interest
     income (b)                      113,146                     134,296                                       285,795                                             652,343                      1,021,242

    Add:
     Representation
     and warranty
     reserve -
     change in
     estimate (d)                   (15,424)                      5,205                                        25,231                                              36,116                        256,289
                                     -------                      -----                                        ------                                              ------                        -------

    Adjusted income                  138,925                     182,186                                       384,967                                             875,110                      1,574,762
                                     -------                     -------                                       -------                                             -------                      ---------

    Non-interest
     expense (c)                     388,693                     158,436                                       397,962                                             918,115                        989,695

    Less: Asset
     resolution
     expense (e)                      (3,372)                    (16,295)                                       (21,241)                                            (52,033)                       (91,349)
                                      ------                     -------                                       -------                                             -------                        -------

    Adjusted non-
     interest
     expense                                    $385,321                  $142,141                                          $376,721                                         $866,082                      $898,346
                                                --------                  --------                                          --------                                         --------                      --------

    Efficiency
     ratio (c/
     (a+b)) (1)                        251.8%                      89.5%                                        110.6%                                              109.4%                          75.1%
                                       =====                       ====                                         =====                                               =====                           ====

    Efficiency
     ratio (credit-
     adjusted) ((c-
     e)/((a+b)+d)))
     (1)                               277.4%                      78.0%                                         97.9%                                               99.0%                          57.0%
                                       =====                       ====                                          ====                                                ====                           ====


                                                                                            December 31,               September 30,             December 31,
                                                                                                    2013                        2013                     2012
                                                                                                    ----                        ----                     ----

    Non-performing
     assets /Tier 1
     capital +
     allowance for
     loan losses

    Non-performing
     assets                                                                                                  $182,321                                            $205,334                       $520,558

    Tier 1 capital (2)                                                                         1,257,608                              1,402,423                             1,295,841

    Allowance for loan
     losses                                                                                      207,000                                207,000                               305,000
                                                                                                 -------                                -------                               -------

    Tier 1 capital +
     allowance for
     loan losses                                                                                           $1,464,608                                          $1,609,423                     $1,600,841
                                                                                                           ----------                                          ----------                     ----------

    Non-performing
     assets /Tier 1
     capital +
     allowance for
     loan losses                                                                                    12.4%                                  12.8%                                 32.5%
                                                                                                    ====                                   ====                                  ====


    Mortgage servicing
     rights to Tier 1
     capital ratio                                                                          December 31,               September 30,             December 31,
                                                                                                    2013                        2013                     2012
                                                                                                    ----                        ----                     ----

    Mortgage servicing
     rights                                                                                                  $284,678                                            $797,029                       $710,791

    Tier 1 capital (to
     adjusted total
     assets) (2)                                                                               1,257,608                              1,402,423                             1,295,841

    Mortgage servicing
     rights to Tier 1
     capital ratio                                                                                  22.6%                                  56.8%                                 54.9%
                                                                                                    ====                                   ====                                  ====


    (1) Ratios include $177.6 million and $61.0 million related to the prepayment of FHLB advances and the DOJ litigation, respectively, during the three months and year ended December
     31, 2013, excluding these expenses the efficiency ratio would have been 97.3 percent and 81.0 percent for the three months and year ended December 31, 2013, respectively.

    (2) Represents Tier 1 capital for Bank.

SOURCE Flagstar Bancorp