Management's Discussion and Analysis
Common Stock
Common Shares
MSR
Mortgage Servicing Rights
CRE
Commercial Real Estate
Not Applicable
CFPB
Consumer Financial Protection Bureau
Not Meaningful
Deposit Beta
The change in the annualized cost of our deposits, divided by the change in the Federal Reserve discount rate
NASDAQ
National Association of Securities Dealers Automated Quotations
DIF
Deposit Insurance Fund
NPL
Nonperforming Loan
DOJ
United States Department of Justice
NYSE
New York Stock Exchange
DOJ Liability
2012 settlement Agreement with the Department of Justice
OCC
Office of the Comptroller of the Currency
DTA
Deferred Tax Asset
OCI
Other Comprehensive Income (Loss)
ERG
Employee Resource Groups
PPP
Paycheck Protection Program
EVE
Economic Value of Equity
QTL
Qualified Thrift Lending
ExLTIP
Executive Long-Term Incentive Program
Regulatory Agencies
Board of Governors of the Federal Reserve, Office of the Comptroller of the Currency, U.S. Department of the Treasury, Consumer Financial Protection Bureau, Federal Deposit Insurance Corporation, Securities and Exchange Commission
Fannie Mae
Federal National Mortgage Association
FASB
Financial Accounting Standards Board
REO
Real estate owned and other nonperforming assets, net
FBC
Flagstar Bancorp
RMBS
Residential Mortgage-Backed Securities
FDIC
Federal Deposit Insurance Corporation
RSU
Restricted Stock Unit
Federal Reserve
Board of Governors of the Federal Reserve System
RWA
Risk Weighted Assets
FHA
Federal Housing Administration
SBIC
Small Business Investment Companies
FHFA
Federal Housing Finance Agency
SEC
Securities and Exchange Commission
FHLB
Federal Home Loan Bank
SNC
Shared National Credit
FICO
Fair Isaac Corporation
SOFR
Secured Overnight Financing Rate
FOAL
Fallout-Adjusted Locks
TDR
Trouble Debt Restructuring
FRB
Federal Reserve Bank
TILA-RESPA
Truth in Lending Act-Real Estate Settlement Procedures Act
Freddie Mac
Federal Home Loan Mortgage Corporation
UPB
Unpaid Principal Balance
FTE
Full Time Equivalent
U.S. Treasury
United States Department of Treasury
GAAP
Generally Accepted Accounting Principles
VIE
Variable Interest Entity
Ginnie Mae
Government National Mortgage Association
XBRL
eXtensible Business Reporting Language
FORWARD-LOOKING STATEMENTS
Certain statements in this Form 10-K, including but not limited to statements included within the Management’s Discussion and Analysis of Financial Condition and Results of Operations, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. In addition, we may make forward-looking statements in our other documents filed with or furnished to the SEC, and Management may make forward-looking statements orally to analysts, investors, representatives of the media and others.
Generally, forward-looking statements are not based on historical facts but instead represent Management’s current beliefs and expectations regarding future events and are subject to significant risks and uncertainties. Such statements may be identified by words such as believe, expect, anticipate, intend, plan, estimate, may increase, may fluctuate and similar expressions or future or conditional verbs such as will, should, would and could. Our actual results and capital and other financial conditions may differ materially from those described in the forward-looking statements depending upon a variety of factors, including without limitation: the occurrence of any event, change or other circumstances that could give rise to the right of one or both of the parties to terminate the definitive merger agreement among Flagstar, NYCB, and 615 Corp.; the outcome of any legal proceedings that may be instituted against Flagstar or NYCB; the possibility that the proposed transaction will not close when expected or at all because required regulatory or other approvals are not received or other conditions to the closing are not satisfied on a timely basis or at all, or are obtained subject to conditions that are not anticipated; the ability of Flagstar and NYCB to meet expectations regarding the timing, completion and accounting and tax treatments of the proposed transaction; the risk that any announcements relating to the proposed transaction could have adverse effects on the market price of the common stock of Flagstar and/or NYCB; the possibility that the anticipated benefits of the proposed transaction will not be realized when expected or at all, including as a result of the impact of, or problems arising from, the integration of the two companies or as a result of the strength of the economy and competitive factors in the areas where Flagstar and NYCB do business; certain restrictions during the pendency of the proposed transaction that may impact the parties’ ability to pursue certain business opportunities or strategic transactions; the possibility that the proposed transaction may be more expensive to complete than anticipated, including as a result of unexpected factors or events; diversion of management’s attention from ongoing business operations and opportunities; the possibility that the parties may be unable to achieve expected synergies and operating efficiencies in the proposed transaction within the expected timeframes or at all and to successfully integrate Flagstar’s operations and those of NYCB; such integration may be more difficult, time consuming or costly than expected; revenues following the proposed transaction may be lower than expected; potential adverse reactions or changes to business or employee relationships, including those resulting from the announcement or completion of the proposed transaction; Flagstar’s and NYCB's success in executing their respective business plans and strategies and managing the risks involved in the foregoing; and the precautionary statements included within each individual business’ discussion and analysis of our results of operations and the risk factors listed and described in Item 1A. to Part I, Risk Factors.
Other than as required under United States securities laws, we do not undertake to update the forward-looking statements to reflect the impact of circumstances or events that may arise after the date of the forward-looking statements.
PART I
ITEM 1.
BUSINESS
Where we say "we," "us," "our," the "Company," "Bancorp" or "Flagstar," we usually mean Flagstar Bancorp, Inc. However, in some cases, a reference will include our wholly-owned subsidiary Flagstar Bank, FSB (the "Bank"). See the Glossary of Abbreviations and Acronyms on page 3 for definitions used throughout this Form 10-K.
Introduction
We are a savings and loan holding company founded in 1993. Our business is primarily conducted through our principal subsidiary, the Bank, a federally chartered stock savings bank founded in 1987. We provide commercial and consumer banking services, and we are the 6th largest bank mortgage originator in the nation and the 6th largest subservicer of mortgage loans nationwide. At December 31, 2021, we had 5,395 full-time equivalent employees. Our common stock is listed on the NYSE under the symbol "FBC".
Our relationship-based business model leverages our full-service bank's capabilities and our national mortgage platform to create and build financial solutions for our customers. At December 31, 2021, we operated 158 full service banking branches that offer a full set of banking products to consumer, commercial and government customers. Our banking footprint spans Michigan, Indiana, California, Wisconsin, Ohio and contiguous states.
We originate mortgages through a network of brokers and correspondents in all 50 states and our own loan officers, which includes our direct lending team, from 83 retail locations in 28 states and 3 call centers. We are also a leading national servicer of mortgage loans and provide complementary ancillary offerings including MSR lending, servicing advance lending and MSR recapture services.
Strategic Merger with New York Community Bancorp, Inc.
On April 26, 2021, it was announced that New York Community Bancorp, Inc. ("NYCB") and Flagstar had entered into a definitive merger agreement (the "Merger Agreement") under which the two companies will combine in an all stock merger. Under the terms of the Merger Agreement, Flagstar shareholders will receive 4.0151 shares of NYCB common stock for each Flagstar share they own. The combined company expects to have over $85 billion in assets and operate nearly 400 traditional branches in nine states and over 80 loan production offices across a 28 state footprint. On August 4, 2021, Flagstar's and NYCB's shareholders each voted in their respective special meetings of shareholders to approve the proposed business combination. The transaction is subject to customary closing conditions, including regulatory approvals.
Human Capital Management
Our culture is defined by our corporate values: Service, Trust, Accountability and Results ("STAR"). To continue to deliver on these values, we attract and retain talent by creating an inclusive, equitable, safe and healthy workplace. We strive to build and maintain high-performing teams and provide opportunities for our employees to grow and develop in their careers, supported by strong compensation, benefits, and health and welfare programs. As of December 31, 2021, we had 5,395 FTE employees, compared to 5,214 FTE employees as of December 31, 2020.
Employee benefits and well-being. We provide a competitive, market-based compensation and benefits program to help meet the needs of our employees. In addition to salaries, these programs include annual bonuses or incentives based on individual and company performance metrics, equity-based incentives, a 401(k) Plan with employer matching contribution, numerous healthcare options, company-paid life insurance and disability benefits, the opportunity to receive an annual company contribution into a health savings account, flexible spending accounts, numerous voluntary plan offerings, paid time off (including self-selected time off for community involvement and wellness), and company-paid Employee Assistance Plan and financial counseling programs.
Talent development and retention. Our associates are the driving force behind our success, underpinning every aspect of our strategy and helping us deliver value to our customers, shareholders and communities. We strive to enhance the skills of our workforce by offering collaborative and effective training programs, including eLearning opportunities. We offer a Leading Like a STAR management development program, as well as a STAR Values development program for all team members, which is a suite of workshops focused on our Company's core values.
Diversity, equity and inclusion. A diverse workforce is critical to our long-term success. We strive to build and leverage a diverse, inclusive and engaged workforce that inspires all individuals to work together towards a common goal of superior business results by embracing the unique needs and objectives of our customers and community. We strive to achieve this by hiring great people who represent the talents, experiences, background and diversity of the communities we serve. Our commitment is reflected in the policies that govern our workforce, such as our Diversity Pledge and our Diversity, Equity and Inclusion Policy, and is evidenced in our recruiting strategies, diversity and inclusion training and ERGs, which are key to our efforts. Our ERGs provide our associates access to coaching, mentoring and professional development. As of December 31, 2021, our efforts have been focused on the following nine ERG groups within Flagstar: African American, Asian-Indian, Hispanic/Latino, LGBTQ, Military Veterans, Native American, People with Disabilities, Women and Young Professionals.
Employee engagement. We regularly conduct employee surveys to assess the job satisfaction of our employees and use information from the surveys to improve our ability to attract, develop and retain talented employees and ensure we are successful over the long-term.
COVID-19 response and workplace safety. The health and well-being of our team members is our top priority. In response to COVID-19, we implemented additional safety protocols designed to protect the health and safety of our employees and customers. These protocols comply with applicable government regulations and guidance and include broad-based work from home requirements (where practical), redeployment of employees (where practical), travel restrictions, social distancing, mandatory use of facial coverings, daily health screenings for onsite workers, safety incident reporting and deep cleaning protocols at all our facilities, including our customer-facing locations. In addition, all training has been moved to a virtual environment, remote workers have been provided with additional equipment and resources as needed, and the Company has enhanced communications with employees through video messages, emails and the intranet to further connect and engage its team members.
Operating Segments
Our operations are conducted through our three operating segments: Community Banking, Mortgage Originations and Mortgage Servicing. For further information, see MD&A - Operating Segments and Note 21 - Segment Information.
Competition
We face substantial competition in attracting deposits along with originating and servicing loans. Our most direct competition for deposits has historically come from other savings banks, commercial banks and credit unions in our banking footprint. Money market funds, full-service securities brokerage firms and financial technology companies also compete with us for these funds. We compete for deposits by offering a broad range of high-quality customized banking services at competitive rates.
From a lending perspective, we compete with many institutions including commercial banks, national mortgage lenders, local savings banks, financial technology companies, credit unions and commercial lenders offering consumer and commercial loans. We compete by offering competitive interest rates, fees and other loan terms through efficient and customized service.
In servicing, we compete primarily against non-bank servicers. The subservicing market in which we operate is also highly competitive and we face competition related to subservicing pricing and service delivery. We compete by offering quality servicing, a robust risk and compliance infrastructure and a model where our mortgage business allows for recapture services to replenish loans for subservicing clients.
Subsidiaries
We conduct business primarily through our wholly-owned bank subsidiary. In addition, the Bank has wholly-owned subsidiaries through which we conduct business or which are inactive. The Bank and its wholly-owned subsidiaries comprised nearly all our total assets at December 31, 2021. For further information, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards, Note 7 - Variable Interest Entities and Note 22 - Holding Company Only Financial Statements.
Regulation and Supervision
The Bank is a federally chartered savings bank, subject to federal regulation and oversight by the OCC. We are also subject to regulation and examination by the FDIC, which insures the deposits of the Bank to the extent permitted by law and the requirements established by the Federal Reserve. The Bank is also subject to the supervision of the CFPB, which regulates the offering and provision of consumer financial products or services under federal consumer financial laws. The OCC, FDIC and the CFPB may take regulatory enforcement actions if we do not operate in accordance with applicable regulations, policies and directives. Proceedings may be instituted against us, or any "institution-affiliated party", such as a director, officer, employee, agent or controlling person, who engages in unsafe and unsound practices, including violations of applicable laws and regulations. The FDIC has additional authority to terminate insurance of accounts, if after notice and hearing, we are found to have engaged in unsafe and unsound practices, including violations of applicable laws and regulations. The federal system of regulation and supervision establishes a comprehensive framework of activities in which to operate and is primarily intended for the protection of depositors and the FDIC's DIF rather than our shareholders.
As a savings and loan holding company, we are required to comply with the rules and regulations of the Federal Reserve. We are required to file certain reports, and we are subject to examination by, and the enforcement authority of, the Federal Reserve. Under the federal securities laws, we are also subject to the rules and regulations of the SEC.
Any change to laws and regulations, whether by the Regulatory Agencies or Congress, could have a materially adverse impact on our operations.
Holding Company Regulation
Acquisition, Activities and Change in Control. Flagstar Bancorp, Inc. is a unitary savings and loan holding company. We may only conduct, or acquire control of companies engaged in, activities permissible for a unitary savings and loan holding company pursuant to the relevant provisions of the HOLA and relevant regulations. Further, we generally are required to obtain Federal Reserve approval before acquiring direct or indirect ownership or control of any voting shares of another bank, bank holding company, savings associations or savings and loan holding company if we would own or control more than 5 percent of the outstanding shares of any class of voting securities of that entity. Additionally, we are prohibited from acquiring control of a depository institution that is not federally insured or retaining control for more than one year after the date that institution becomes uninsured.
We may not be acquired unless the transaction is approved by the Federal Reserve. In addition, the GLBA generally restricts a company from acquiring us if that company is engaged directly or indirectly in activities that are not permissible for a savings and loan holding company or financial holding company.
Capital Requirements. The Bank and Flagstar are currently subject to the regulatory capital framework and guidelines reached by Basel III as adopted by the OCC and Federal Reserve. The OCC and Federal Reserve have risk-based capital adequacy guidelines intended to measure capital adequacy with regard to a banking organization’s balance sheet, including off-balance sheet exposures such as unused portions of loan commitments, letters of credit and recourse arrangements. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that could have a material effect on the Consolidated Financial Statements. For additional information, see the Capital section of the MD&A and Note 18 - Regulatory Capital.
Holding Company Limitations on Capital Distributions. Our ability to make any capital distributions to our stockholders, including dividends and share repurchases, is subject to the oversight of the Federal Reserve and contingent upon their non-objection to such planned distributions which typically considers our capital adequacy, comprehensiveness and effectiveness of capital planning and the prudence of the proposed capital action.
Volcker Rule. Section 619 of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (“Dodd-Frank Act”) required the federal financial regulatory agencies to adopt rules that prohibit banking entities, including federal savings associations and their affiliates, from engaging in proprietary trading and investing in and/or sponsoring certain "covered funds." In 2013, the agencies adopted rules to implement section 619. These rules, collectively with section 619, are commonly referred to as the "Volcker Rule." Compliance with the Volcker Rule generally has been required since July 21, 2015. Pursuant to the requirements of the Volcker Rule, we have established a standard compliance program based on the size and complexity of our operations, and we believe we are in compliance with the requirements.
Source of Strength. The Dodd-Frank Act codified the Federal Reserve’s "source of strength" doctrine and extended it to savings and loan holding companies. Under the Dodd-Frank Act, the prudential regulatory agencies are required to promulgate joint rules requiring savings and loan holding companies, such as us, to serve as a source of financial strength for any depository institution subsidiary by maintaining the ability to provide financial assistance in the event the depository institution subsidiary suffers financial distress.
Collins Amendment. The Collins Amendment to the Dodd-Frank Act established minimum Tier 1 leverage and risk-based capital requirements for insured depository institutions, depository institution holding companies and non-bank financial companies that are supervised by the Federal Reserve. The minimum Tier 1 leverage and risk-based capital requirements are determined by the minimum ratios established by the federal banking agencies that apply to insured depository institutions under the prompt corrective action regulations. The Collins Amendment states that certain hybrid securities, such as trust preferred securities, may be included in Tier 1 capital for bank holding companies that had total assets below $15 billion as of December 31, 2009. As we had total assets below $15 billion as of December 31, 2009, the trust preferred securities classified as long-term debt on our balance sheet are included as Tier 1 capital while they are outstanding, unless we complete an acquisition of a depository institution holding company and we report total assets greater than $15 billion at the end of the quarter in which the acquisition occurs. At our present size, with total assets of $25.5 billion as of December 31, 2021, an acquisition of a depository holding company would likely cause our trust preferred securities totaling $247 million as of December 31, 2021 to no longer be included in Tier 1 capital and, therefore, to be included in Tier 2 capital.
Banking Regulation
FDIC Insurance and Assessment. The FDIC insures the deposits of the Bank and such insurance is backed by the full faith and credit of the U.S. government through the DIF. The FDIC maintains the DIF by assessing each financial institution an insurance premium. The FDIC-defined deposit insurance assessment base for an insured depository institution is equal to its average consolidated total assets during the assessment period, minus average tangible equity.
Affiliate Transaction Restrictions. The Bank is subject to the affiliate and insider transaction rules applicable to member banks of the Federal Reserve as well as additional limitations imposed by the OCC. These provisions prohibit or limit the Bank from extending credit to, or entering into certain transactions with, principal stockholders, directors and executive officers of the banking institution and certain of its affiliates. The Dodd-Frank Act imposed further restrictions on transactions with certain affiliates and extension of credit to principal stockholders, directors and executive officers.
Limitation on Capital Distributions. The OCC and FRB regulate all capital distributions made by the Bank, directly or indirectly, to the holding company, including dividend payments. An application to the OCC by the Bank may be required based on a number of factors including whether the Bank qualifies as an eligible savings association under the OCC rules and regulations, if the Bank would not be at least adequately capitalized following the distribution or if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year to date plus the retained net income for the preceding two years. In addition, as a subsidiary of a savings and loan holding company, a 30-day notice from the Bank must be provided to the FRB prior to declaring or paying any dividend to the holding company. Additional restrictions on dividends apply if the Bank fails the QTL test. To pass the QTL test, the Bank must hold more than 65 percent qualified thrift assets as a percent of its total portfolio assets in at least nine of the last twelve rolling months. As of December 31, 2021, the Bank has passed the QTL test in twelve of the last twelve months and remains in compliance.
Bank Secrecy Act and Anti-Money Laundering
The Bank is subject to the BSA and other anti-money laundering laws and regulations, including the USA PATRIOT Act. The BSA requires all financial institutions to, among other things, establish a risk-based system of internal controls reasonably designed to prevent money laundering and the financing of terrorism. The BSA includes various record keeping and reporting requirements such as cash transaction and suspicious activity reporting as well as due diligence requirements. The Bank is also required to comply with the U.S. Treasury’s Office of Foreign Assets Control imposed economic sanctions that affect transactions with designated foreign countries, nationals, individuals, entities and others.
The Economic Growth, Regulatory Relief and Consumer Protection Act of 2018
The Economic Growth, Regulatory Relief, and Consumer Protection Act (“Economic Growth Act”) repealed or modified several provisions of the Dodd-Frank Act. Certain key aspects of the Economic Growth Act that have the potential to affect the Company’s business and results of operations include:
• Raising the total asset threshold from $50 billion to $250 billion at which bank holding companies are required to
conduct periodic company-run stress tests mandated by the Dodd-Frank Act.
• Clarifying the definition of high volatility commercial real estate loans to ease the regulatory burden associated with the identification of loans that meet qualifying criteria.
• Providing that certain reciprocal deposits shall not be considered brokered deposits, subject to certain limitations.
• Allowing the Bank, as a federal savings association with less than $20 billion in total assets as of December 31, 2017, the option to elect to operate as a covered savings association (similar to a national bank) without changing its charter.
Consumer Protection Laws and Regulations
The Bank is subject to a number of federal consumer protection laws and regulations. These include, among others, the Truth in Lending Act, the Truth in Savings Act, the Equal Credit Opportunity Act, the Fair Housing Act, the Fair Credit Reporting Act, the Service Members Civil Relief Act, the Expedited Funds Availability Act, the Community Reinvestment Act, the Real Estate Settlement Procedures Act, electronic funds transfer laws, redlining laws, predatory lending laws, laws prohibiting unfair, deceptive or abusive acts or practices in connection with the offer, or sale of consumer financial products or services and the GLBA and California Consumer Protection Act regarding customer privacy and data security.
The Bank is subject to supervision by the CFPB, which has responsibility for enforcing federal consumer financial laws. The CFPB has broad rule-making authority to administer and carry out the provisions of the Dodd-Frank Act with respect to financial institutions that offer covered financial products and services to consumers, including prohibitions against unfair, deceptive, abusive acts or practices in connection with any transaction with a consumer for a consumer financial product or service, or the offering of a consumer financial product or service including regulations related to the origination and servicing of residential mortgages. The Bank is subject to the CFPB’s supervisory, examination and enforcement authority. As a result, we could incur increased costs, potential litigation or be materially limited or restricted in our business, product offerings or services in the future.
Due to regulatory focus on compliance with consumer protection laws and regulations, portions of our lending operations which most directly deal with consumers, including mortgage and consumer lending, may pose particular challenges. Further, the CFPB continues to propose new rules and to amend existing rules. While we are not aware of any material compliance issues related to our mortgage and consumer lending practices, the focus of regulators and the changes to regulations may increase our compliance risk. Despite the supervision and oversight we exercise in these areas, failure to comply with these regulations could result in the Bank being liable for damages to individual borrowers or other imposed penalties.
Additionally, the Equal Credit Opportunity Act and the Fair Housing Act prohibit financial institutions from engaging in discriminatory lending practices. The DOJ, CFPB and other agencies are responsible for enforcing these laws and regulations. Private parties may also have the ability to challenge an institution's performance under fair lending laws in class action litigation. A successful challenge to the Bank's performance under the fair lending laws and regulations could adversely impact the Bank's rating under the Community Reinvestment Act and result in a wide variety of sanctions or penalties or limit certain revenue channels.
Incentive Compensation
The U.S. bank regulatory agencies issued comprehensive guidance on incentive compensation policies intended to ensure that the incentive compensation policies of U.S. banks do not undermine safety and soundness by encouraging excessive risk-taking. The U.S. bank regulatory agencies review, as part of the regular, risk-focused examination process, the incentive compensation arrangements of U.S. banks that are not "large, complex banking organizations." These reviews are tailored to each bank based on the scope and complexity of the bank’s activities and the prevalence of incentive compensation arrangements.
Additional Information
Our executive offices are located at 5151 Corporate Drive, Troy, Michigan 48098, and our telephone number is (248) 312-2000.
We make our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 ("Exchange Act") available free of charge on our website at www.flagstar.com , under "Investor Relations", as soon as reasonably practicable after we electronically file or furnish such material with the SEC. These reports are also available without charge on the SEC website at www.sec.gov.
ITEM 1A. RISK FACTORS
Our financial condition and results of operations may be adversely affected by various factors, many of which are beyond our control, including the current pandemic resulting from COVID-19. In addition to the factors identified elsewhere in this Report, we believe the most significant risk factors affecting our business are set forth below.
The below description of risk factors is not exhaustive. Other risk factors are described elsewhere herein as well as in other reports and documents that we file with or furnish to the SEC. Other factors that could also cause results to differ from our expectations may not be described herein or in any such report or document.
Pending Merger Risk Factors
Failure to complete the proposed merger with NYCB could negatively affect our stock price, our future business or our financial results.
If our pending merger with NYCB is not completed for any reason, our business may be adversely affected and, without realizing any of the benefits of having completed the merger, we would be subject to a number of risks, including the following:
• We may experience negative reactions from the financial markets, including a lower stock price.
• We may experience negative reactions from vendors, customers or employees.
• We have incurred substantial expenses and may be required to pay certain costs relating to the merger, including legal, accounting, and other fees, whether or not the merger is completed.
• Our management team will have devoted substantial time and resources to matters relating to the merger and would otherwise have devoted their time and resources to other opportunities that may have been beneficial to us.
We will be subject to uncertainties while our merger with NYCB is pending, which could adversely affect our business.
Uncertainty about the effect of the merger on our employees and customers may have an adverse effect on us. These uncertainties may impair our ability to attract, retain and motivate key personnel until the merger is consummated and for a period of time thereafter, and could cause customers to seek to change their existing business relationships with us. Employee retention may be particularly challenging during this period, as employees may experience uncertainty about their roles with the surviving corporation following the merger. In addition, subject to certain exceptions, we have agreed to operate our business in
the ordinary course and to refrain from taking certain actions without NYCB’s consent. These restrictions may prevent us from pursuing business opportunities that may arise prior to the completion of the merger.
The Merger Agreement may be terminated and our merger with NYCB may not be completed.
The Merger Agreement is subject to a number of customary closing conditions, including the receipt of regulatory approvals. Conditions to the closing of the merger may not be fulfilled in a timely manner or at all, and, accordingly, the merger may be delayed or may not be completed. In addition, we and/or NYCB may elect to terminate the Merger Agreement under certain circumstances. Furthermore, if the Merger Agreement is terminated by us under certain circumstances prior to April 24, 2022, as specified by the Merger Agreement, we will be required to pay a termination fee of $90 million to NYCB.
In addition, if the Merger Agreement is terminated and we seek another merger or business combination, the market price of our common stock could decline, which could make it more difficult to find a party willing to offer equivalent or more attractive consideration than the consideration NYCB has agreed to provide in the merger.
Our ability to complete our pending merger with NYCB is subject to various regulatory approvals, which may impose conditions that could adversely affect us.
Before our pending merger with NYCB may be completed, NYCB must obtain certain federal and state regulatory approvals, including approval of the FRB, the FDIC, the New York Department of Financial Services or other applicable banking regulators and certain mortgage agencies. These regulators may impose conditions or place restrictions on the completion of the merger, and any such conditions or restrictions could have the effect of delaying completion of the merger or causing a termination of the Merger Agreement. There can be no assurance as to whether regulatory approvals will be received, the timing of those approval, or whether any conditions will be imposed.
Shareholder litigation could prevent or delay the closing of our pending merger with NYCB or otherwise negatively affect our business and operations.
We have incurred costs to date, and may continue to incur in connection with the defense or settlement of any shareholder lawsuits filed in connection with our pending merger with NYCB. The continued incurrence of such litigation costs could have an adverse effect on our financial condition and results of operations and could prevent or delay the consummation of the merger.
Because the market price of NYCB’s common stock may fluctuate, our shareholders cannot be certain of the precise value of the merger consideration they may receive in our proposed merger with NYCB.
At the time our pending merger with NYCB is completed, each issued and outstanding share of our common stock will be converted into the right to receive 4.0151 shares of NYCB’s common stock. There was or will be a time lapse between each of the date of the joint proxy statement/prospectus for the shareholders’ meeting to approve the merger and the date on which our shareholders entitled to receive shares of NYCB’s common stock will actually receive such shares. The market value of NYCB’s common stock may fluctuate during these periods as a result of a variety of factors, including general market and economic conditions, changes in NYCB’s and our businesses, operations and prospects, the recent volatility in the prices of securities in global financial markets, the effects of the COVID-19 pandemic and regulatory considerations. Many of these factors are outside of our and NYCB’s control. Consequently, at the time that our shareholders decided to approve the merger, they did not know the actual market value of the shares of NYCB’s common stock they will receive when the merger is completed. The actual value of the shares of NYCB’s common stock received by our shareholders will depend on the market value of shares of NYCB’s common stock at the time the merger is completed.
Market, Interest Rate, Credit and Liquidity Risk
Economic and general conditions in the markets in which we operate may adversely affect our business.
Our business and results of operations are affected by economic and market conditions, political uncertainty and social conditions, factors impacting the level and volatility of short-term and long-term interest rates, inflation, home prices, unemployment and under-employment levels, risks associated with an outbreak of a widespread epidemic or pandemic of disease (or widespread fear thereof), bankruptcies, household income, consumer spending, fluctuations in both debt and equity capital markets and currencies, liquidity of the financial markets, the availability and cost of capital and credit, investor sentiment, housing supply and confidence in the financial markets, and the sustainability of economic growth. Deterioration of any of these conditions could adversely affect our business segments, the level of credit risk we have assumed, our capital levels, liquidity, and our results of operations. Additionally, financial markets may be adversely affected by the current or anticipated impact of military conflict, including the ongoing invasion of Ukraine by Russia, terrorism or other geopolitical events.
Domestic and international fiscal and monetary policies also affect our business. Central bank actions, particularly those of the Federal Reserve, can affect the value of financial instruments and other assets, such as investment securities and MSRs; their policies can affect our borrowers, potentially increasing the risk that they may fail to repay their loans. Changes in fiscal and monetary policies are beyond our control and difficult to predict, but could have an adverse impact on our capital requirements and the cost of running our business.
Our banking business is concentrated in the Michigan market which represents 80% of our retail deposits. The economy in Michigan is largely impacted by the automotive industry. Conditions that negatively impact the automotive business including global shipping disruptions, challenges in the acquisition of raw materials, component parts and computer chips, labor shortages, and other supply chain disruptions could have a negative impact on our banking business.
Uncertainty and the changing circumstances caused by the COVID-19 pandemic are having varying effects on us, our customers, counterparties, employees, and third-party service providers, and the ultimate extent of the impacts on our business, financial position, results of operations, liquidity, and prospects are uncertain. The pandemic resulted in temporary or permanent closures of many businesses as well as the institution of social distancing and sheltering in place requirements in many states and communities. Although many restrictions have currently been lifted, additional virus variants and their potential impact remain uncertain and there is risk that restrictions could return in the future. As a result, the demand for our products and services may be negatively impacted. Our ongoing response to COVID-19 and our long-term effectiveness while working remotely could have a significant, lasting impact on our operations, financial condition and reputation. The extent to which COVID-19 impacts our business, results of operations and financial condition, as well as our regulatory capital and
liquidity ratios will depend on future developments, which are highly uncertain and cannot be predicted, including the scope and duration of the pandemic, changes to the economic landscape and competitive factors that may become permanent and actions taken by governmental authorities and other third parties in response to the pandemic.
The government response to the pandemic to support the economy has been significant including the CARES Act and subsequent government stimulus and COVID relief bills in late 2020 and throughout 2021. Although government intervention is intended to mitigate economic uncertainties, these programs may not be broad or specific enough to mitigate the economic risks of COVID-19 or may cause other economic impacts and uncertainty such as inflation, which may lead to adverse results.
We are subject to interest rate risk, which means changes in interest rates could adversely affect our profitability.
Our financial condition and results of operations could be significantly affected by changes in interest rates and the yield curve. Our financial results depend substantially on net interest income. Net interest income and mortgage related non-interest income represented 82 percent of our total revenue for the full year-ended December 31, 2021. As a result, changes in interest rates can have a material effect on many areas of our business, including net interest income, loan origination volume, and the value of our mortgage servicing rights.
Interest rates are sensitive to many factors that are beyond our control, including different economic conditions and policies of governmental and regulatory agencies. Changes in monetary policy, including changes in interest rates, could influence not only the interest we receive on loans and the amount of interest we pay on deposits and borrowings, but such changes could also affect our ability to originate loans and obtain deposits and the fair value of our financial assets and liabilities.
We are asset sensitive at December 31, 2021, meaning that if interest rates increase, our net interest income may generally increase and therefore have a positive effect on our financial results. However, our mortgage business, and therefore noninterest income, is likely to decrease with higher interest rates. Furthermore, asymmetrical changes in interest rates, such as if short-term rates increase at a slower rate than long-term rates, could add to the adverse effect on our profitability as the anticipated increase in net interest income will not be realized as quickly as the decrease in mortgage-related revenue. Any substantial or unexpected changes in market interest rates could have an adverse impact on our business and the financial condition and results of operations.
See MD&A - Market Risk for our net interest income sensitivity testing.
Rising mortgage rates and adverse changes in mortgage market conditions could reduce mortgage revenue.
In 2021, approximately 69 percent of our revenue was derived from our Mortgage Origination segment which includes activities related to the origination and sale of residential mortgages. The residential real estate mortgage lending business is sensitive to changes in interest rates, especially long-term interest rates. Lower interest rates generally increase the volume of mortgage originations, while higher interest rates generally cause that volume to decrease. Therefore, our mortgage performance is typically correlated to fluctuations in interest rates, primarily the 10-year U.S. Treasury rate. Historically, mortgage origination volume and sales for the Bank and for other financial institutions have risen and fallen in response to these and other factors. An increase in interest rates and/or a decrease in our mortgage production volume could have a materially adverse effect on our operating results. The 10-year U.S. Treasury rate was 1.52 percent at December 31, 2021, and averaged 1.44 percent during 2021, 55 basis points higher than average rates experienced during 2020. The sustained lower rates experienced throughout 2021 positively impacted the mortgage market including our loan origination volume and refinancing activity, which may not persist.
In addition to being affected by interest rates, the secondary mortgage markets are also subject to investor demand for residential mortgage loans and investor yield requirements for these loans. These conditions may fluctuate or worsen in the future. Adverse market conditions, including increased volatility, changes in interest rates and mortgage spreads and reduced market demand, could result in greater risk in retaining mortgage loans pending their sale to investors. A prolonged period of secondary market illiquidity may result in a reduction of our loan mortgage production volume and could have a materially adverse effect on our financial condition and results of operations.
Our mortgage origination business is also subject to the cyclical and seasonal trends of the real estate market. The cyclical nature of our industry could lead to periods of growth in the mortgage and real estate markets followed by periods of declines and losses in such markets. Seasonal trends have historically reflected the general patterns of residential and commercial real estate sales, which typically peak in the spring and summer seasons. One of the primary influences on our
mortgage business is the aggregate demand for mortgage loans, which is affected by prevailing interest rates, housing supply and demand, residential construction trends, and overall economic conditions. If we are unable to respond to the cyclical nature of our industry by appropriately adjusting our operations or relying on the strength of our other product offerings during cyclical downturns, our business, financial condition, and results of operations could be adversely affected.
Additionally, the fair value of our MSRs is highly sensitive to changes in interest rates and changes in market implied interest rate volatility. Decreases in interest rates can trigger an increase in actual repayments and market expectation for higher levels of repayments in the future which have a negative impact on MSR fair value. Conversely, higher rates typically drive lower repayments which results in an increase in the MSR fair value. We utilize derivatives to manage the impact of changes in the fair value of the MSRs. We may have basis risk and our risk management strategies, which rely on assumptions or projections, may not adequately mitigate the impact of changes in interest rates, interest rate volatility, convexity, credit spreads, or prepayment speeds, and, as a result, the change in the fair value of MSRs may negatively impact earnings.
In addition, the Federal Reserve continues to use quantitative easing programs, including buying longer duration securities, resulting in disruptions to the mortgage-backed securities market. There is a risk that the Federal Reserve may take additional actions in the future or elect to stop their current actions, or reduce their balance sheet through sales, which could disrupt the market and have an adverse impact on our mortgage gain on sale or other financial results. Further, the impact of these actions has caused the financial instruments we use to manage our interest rate and market risks to be less effective at times, which could have a materially adverse impact on our operations and financial condition.
Mortgage forbearance levels and delayed foreclosures due to federal legislation could result in a decrease in service fee income and an increase in service costs.
We have provided mortgage forbearance in accordance with federal legislation for single-family, federally backed mortgages, such as those that we service which underlie our mortgage servicing rights, and have chosen to provide additional forbearance we believe are in the best interests of borrowers. In addition, we waived fees for an extended time period in the early portion of the pandemic as customers dealt with the crisis, which we may again do in the future. Additionally, as many borrowers exit forbearance, strain may be placed on our operations. These factors individually or in combination could result in a reduction in servicing fee income and a higher cost to service. Our actions could result in financial, operational, credit, enforcement and compliance risk as we navigate government requirements and our ability to modify our systems to account for these changes while maintaining an adequate internal control structure.
We are not aging receivables for customers who have been granted a payment holiday, payment deferral, or forbearance. Therefore, there is a risk that after the forbearance period is complete, customers may still be unable to make their payments, resulting in delinquencies at a higher rate than what is typical and a higher percentage of loans in nonaccrual status. Additionally, for consumer loans, current payments typically provide the primary evidence of a borrower’s ability and intent to repay the loan. Therefore, during the forbearance, deferral, or payment holiday period we may not be able to discern which loans can be repaid and which require timely action to manage the potential for loss to a lower level. Consequently, when a borrower is unable to repay the loan, our losses could be higher than we have experienced in the past or that are contemplated in our ACL.
See MD&A - Payment Deferrals for details on borrowers currently participating in a forbearance program.
We are highly dependent on the Agencies to buy mortgage loans that we originate. Changes in these entities and changes in the manner or volume of loans they purchase or their current roles could adversely affect our business, financial condition and results of operations.
We generate mortgage revenues primarily from gains on the sale of single-family residential loans pursuant to programs currently offered by Fannie Mae, Freddie Mac, Ginnie Mae and other investors. These entities account for a substantial portion of the secondary market in residential mortgage loans. During the year-ended December 31, 2021, we sold approximately 67 percent of our mortgage loans originated to Fannie Mae and Freddie Mac and 11 percent to Ginnie Mae. Any future changes in these programs, our eligibility to participate in such programs, their concentration limits with respect to loans purchased from us, the criteria for loans to be accepted or laws that significantly affect the activity of such entities could, in turn, result in a lower volume of corresponding loan originations or other administrative costs which may have a materially adverse effect on our results of operations or could cause us to take other actions that would be materially detrimental.
Fannie Mae and Freddie Mac remain in conservatorship and a path forward for them to emerge from conservatorship is unclear. Their roles could be reduced, modified or eliminated as a result of regulatory actions and the nature of their
guarantees could be limited or eliminated relative to historical measurements. The elimination or modification of the traditional roles of Fannie Mae or Freddie Mac could create additional competition in the market and significantly and adversely affect our business, financial condition and results of operations.
We originate non-conforming and other nonqualifying residential mortgage loans, including "jumbo" and non-owner-occupied residential mortgage loans for sale into the private loan securitization market through a 144A offering and through whole loan sales. Demand for these loans or securities can change based on economic conditions which may adversely impact our ability to sell them.
Jumbo residential mortgage loans have principal balances that exceed the applicable conforming loan limits, as specified by the FHFA, known as the National Conforming Loan Limit ("Jumbo Loans"). We originate Jumbo Loans and hold these loans in our HFS portfolio prior to sale. Jumbo Loans, non-owner occupied loans, and other nonqualifying residential mortgage loans tend to be less liquid than conforming loans, which may make it more difficult for us to sell these loans if investor demand decreases. If we are unable to sell these loans, they remain in our HFS portfolio and we retain the pricing and credit risk. Further, these loans remain on the balance sheet utilizing capital which could impact our overall balance sheet management strategy.
Changes in the servicing, origination, or underwriting guidelines or criteria required by the Agencies could adversely affect our business, financial condition and results of operations.
We are required to follow specific guidelines or criteria that impact the way we originate, underwrite or service loans. Guidelines include credit standards for mortgage loans, our staffing levels and other servicing practices, the servicing and ancillary fees that we may charge, modification standards and procedures, and the amount of non-reimbursable advances.
We cannot negotiate these terms, which are subject to change at any time, with the Agencies. A significant change in these guidelines, which decreases the fees we charge or requires us to expend additional resources in providing mortgage services, could decrease our revenues or increase our costs, adversely affecting our business, financial condition, and results of operations.
In addition, changes in the nature or extent of the guarantees provided by Fannie Mae and Freddie Mac or the insurance provided by the FHA could also have broad adverse market implications. The fees that we are required to pay to the Agencies for these guarantees have changed significantly over time and any future increases in these fees would adversely affect our business, financial condition and results of operations.
Uncertainty about the future of LIBOR may adversely affect our business.
On July 27, 2017, the United Kingdom Financial Conduct Authority ("FCA"), which oversees LIBOR, formally announced that it could not assure the continued existence of LIBOR in its current form beyond the end of 2021 and that an orderly transition process to one or more alternative benchmarks should begin. In June 2017, the Alternative Reference Rates Committee, a steering committee comprised of large U.S. financial institutions organized by the Federal Reserve, announced that it had selected a modified version of the unpublished Broad Treasuries Financing Rate as the preferred alternative reference rate for U.S. dollar obligations. This rate, now referred to as "SOFR", which was first published during the beginning of 2018, is based on actual transactions in certain portions of overnight repurchase agreement markets for certain U.S. Treasury obligations.
In November 2020, the FCA announced that it would continue to publish LIBOR rates through June 30, 2023. It is unclear whether, or in what form, LIBOR will continue to exist after that date. If LIBOR ceases to exist or if the methods of calculating LIBOR change from current methods for any reason, revenue and expenses associated with interest rates and underlying valuation assumptions on our loans, deposits, obligations, derivatives, and other financial instruments tied to LIBOR rates and models that utilize LIBOR curves may be adversely affected. Additionally, there continues to be substantial uncertainty as to the ultimate effects of the LIBOR transition, including with respect to the acceptance and use of SOFR or other alternative benchmark rates. The characteristics of these new rates are not identical to the benchmarks they seek to replace, will not produce the exact economic equivalent as those benchmarks, and may perform differently in a variety of market conditions compared to those benchmarks. We could also become subject to litigation and other types of disputes as a consequence of the transition from LIBOR to SOFR or another alternative reference rate, which could subject us to increased legal expenses, payment of monetary damages and reputational harm.
To effectively manage our MSR concentration risk, we may have to sell our MSRs when market conditions are not optimal or hold MSRs at a level which is punitive to our Common Equity Tier 1 capital (CET1) under Basel III.
We are subject to capital standards requirements, including requirements of the Dodd-Frank Act and those developed by the Bank's regulators based on the Basel Committee on Banking Supervision, commonly referred to as Basel III. Basel III established a qualifying criteria for regulatory capital, including limitations on the amount of DTAs and MSRs that may be held without triggering higher capital requirements. Effective January 1, 2020, Basel III (post-regulatory simplification) limits the amount of MSRs and DTAs each to 25 percent of CET1. Volatility of interest rates, market disruption or the financial weakness of some traditional buyers of mortgage servicing rights could cause uncertainty with respect to our ability to sell mortgage servicing rights. Should the level of mortgage servicing rights exceed 25 percent of common equity tier one capital, we are required to deduct the excess in determining our regulatory capital levels. If we are unable to sell mortgage servicing rights on a timely basis, there could be negative impacts to our regulatory capital or an impact on our pricing for mortgage loans which could negatively impact our mortgage origination business and our financial condition.
As of December 31, 2021, we had $392 million in MSRs and an MSR to Common Equity Tier 1 Capital ratio of 15.3 percent. We produced, on average, approximately $67.25 million of new MSRs per quarter in 2021 and we expect to continue to generate MSRs going forward. Considering the volume of MSRs that we generate, we sell MSRs from time to time to manage the concentration of this asset. In 2021, we sold $164 million in MSRs to third-parties and also delivered $9 billion of outstanding principal via flow sale arrangements, in which Flagstar assigns the servicing right to a third-party investor at the time of sale and the rights, risks, and rewards of holding the MSR asset are never titled in the name of Flagstar. While our established plan to manage our MSR concentration incorporates our production volumes and required sales, no assurance can be given that we will be able to do so at times and prices that we believe appropriate. Additionally, to manage our MSR concentration, we may have to sell our MSRs at a price less than their fair value due to market constraints present at the time of sale which could have an adverse effect on our financial condition and results of operations.
Refer to MD&A - Regulatory Capital Simplification and Note 18 for more detail.
Our ACL could be too low to sufficiently cover future credit losses. Our estimate of expected lifetime credit losses is imperfect and requires significant management judgment.
Our ACL, which reflects our estimate of expected lifetime losses in the HFI loan portfolio and our reserve for unfunded commitments, at December 31, 2021, may not be sufficient to cover actual future credit losses. If this allowance is insufficient, future provisions for credit losses could adversely affect our financial condition and results of operations. We attempt to limit the risk that borrowers will fail to repay loans by carefully underwriting our loans; but losses nevertheless occur in the ordinary course of business. We establish an allowance using relevant available information, from internal and external sources, relating to past events, current conditions, and reasonable and supportable forecasts. The determination of an appropriate level of allowance is a subjective process that requires significant management judgment, including determination of the reasonable and supportable forecast period, forecasting economic conditions and the qualitative assessment of how the forecasted economic conditions impacts each loan portfolio. New information regarding existing loans, identification of additional problem loans, failure of borrowers and guarantors to perform in accordance with the terms of their loans, and other factors, both within and outside of our control, may require an increase in the ACL. Moreover, our regulators, as part of their supervisory function, periodically review our ACL and may recommend we increase the amount of our ACL based upon their judgment, which may be different from that of Management.
Our ACL calculations include a reasonable and supportable two year forecast period which reverts to the long-term historical average over one year. Inaccuracies in our forecast or future changes in economic conditions could cause actual results to differ materially from the forecast used in our calculations and our credit loss provision may increase or our ACL may not be sufficient to cover losses sustained, particularly for the impacted industries.
The current pandemic has resulted in the environment changing rapidly resulting in the increased risk of inaccurate forecasts because they depend upon significant judgments and estimates, which can be even more challenging in an environment of uncertainty. Furthermore, the significance of government stimulus and related programs may make forecasting economic conditions more challenging and potentially less consistent with historical data. The calculation for ACL is complex and the associated risk could negatively impact our results of operations and may place stress on our internal controls over financial reporting.
Concentration of loans held-for-investment in certain geographic locations and markets may increase the magnitude of potential losses should defaults occur.
Our HFI residential mortgage loan portfolio is geographically concentrated in certain states, including California and Michigan which comprise approximately 55 percent of the portfolio. In addition, our commercial loan portfolio has a concentration of Michigan-lending relationships. Approximately 41 percent of our CRE loans are collateralized by properties in Michigan, and 30 percent of our C&I borrowers are located in Michigan. These concentrations have made, and will continue to make, our loan portfolio susceptible to downturns in these local economies and the real estate and mortgage markets in these areas. Adverse conditions that are beyond our control may affect these areas, including unemployment, inflation, recession, natural disasters, declining property values, municipal bankruptcies and other factors which could increase both the probability and severity of defaults in our loan portfolio, reduce our ability to generate new loans and negatively affect our financial results.
Our home builder finance portfolio had $1.0 billion in outstanding loan commitments at December 31, 2021. The home builder lending portfolio contains secured and unsecured loans within our CRE and C&I portfolios. Our lending platform originates loans throughout the U.S., with regional offices in Houston, Phoenix and Denver. Our home builder lending business may be impacted by overall economic conditions in the areas builders operate as well as new home construction rates and trends.
Concentration of loans held-for-investment to specific borrowers may increase the magnitude of potential losses should defaults occur.
Commercial loans, excluding our warehouse loans, generally expose us to a greater risk of nonpayment and loss than residential real estate loans due to the more complex nature of underwriting. Such loans typically involve larger loan balances to single borrowers or groups of related borrowers compared to residential real estate loans. At December 31, 2021, our largest CRE and C&I borrowers had outstanding loans of $175 million and $107 million, respectively. Further, we have commitments up to $185 million in our CRE and C&I portfolios. As such, a default by one of our larger borrowers could result in a significant loss relative to our ACL. Additionally, secured loans, including residential and commercial real estate, may experience changes in the underlying collateral value due to adverse market conditions which could result in increased charge-offs in the event of a loan default.
At December 31, 2021, our adjustable-rate warehouse lines of credit granted to other mortgage lenders was $12 billion of which $5 billion was outstanding. There may be risks associated with the mortgage lenders that borrow from the Bank, including credit risk, inadequate underwriting, and potential fraud against the Bank. At December 31, 2021, our largest borrower had an outstanding balance of $274 million. A default by one of our larger warehouse borrowers could result in a significant loss relative to our ACL. Additionally, adverse changes to industry competition, mortgage demand and the interest rate environment may have a negative impact on warehouse lending.
Liquidity risk may affect our ability to meet obligations and impact our ability to grow our business.
We require substantial liquidity to repay our customers' deposits, fulfill loan demand, meet borrowing obligations, and fund our operations under both normal and unforeseen circumstances which may cause liquidity stress. Our liquidity could be impaired by our inability to access the capital markets or unforeseen outflows of deposits. Our access to and cost of liquidity is dependent on various factors including, but not limited to, declining financial results; balance sheet and financial leverage; disruptions in the capital markets; counterparty availability; interest rate fluctuations; general economic conditions; and legal, regulatory, accounting and tax environments governing funding transactions. A material deterioration in these factors could result in a downgrade of our credit or servicer standing with counterparties or collateral advance rates, resulting in higher cash outflows which could require us to raise capital or obtain additional access to liquidity. If we are restricted from accessing certain funding sources by our regulators, are unable to arrange for new financing on acceptable terms, or default on any of the covenants imposed upon us by our borrowing facilities, then we may have to limit our growth, reduce the number of loans we are able to originate, or take actions that could have other negative effects on our operations.
We are a holding company and are, therefore, dependent on the Bank for funding of obligations.
As a holding company with no significant assets other than the capital stock of the Bank and cash on hand, our ability to service our debt, including interest payments on our senior notes and trust preferred securities; pay dividends; repurchase shares of our common stock; pay for certain services we purchase from the Bank; and cover other operating expenses, depend upon available cash on hand and the receipt of dividends from the Bank. The holding company had cash and cash equivalents of $213.2 million at December 31, 2021, to meet future cash needs, dividend payments, share repurchases, and debt service coverage. Operating expenses, which include costs paid to the Bank, totaled $24 million for the year-ended December 31, 2021. The declaration and payment of dividends by the Bank on all classes of its capital stock are subject to the discretion of the Bank's Board of Directors and to applicable regulatory and legal limitations. If the Bank does not, or cannot, make sufficient dividend payments to us, we may not be able to service or repay our debt when it comes due, which could have a materially adverse effect on our financial condition and results of operations or could cause us to take other actions which could be materially detrimental to our shareholders.
Regulatory Risk
We depend upon having FDIC insurance to raise deposit funding at reasonable rates. Future changes in deposit insurance premiums and special FDIC assessments could adversely affect our earnings.
The Dodd-Frank Act required the FDIC to substantially revise its regulations for determining the amount of an institution's deposit insurance premiums. Consequently, the FDIC has defined the deposit insurance assessment base for an insured depository institution as average consolidated total assets during the assessment period minus average Tier 1 Capital. Our assessment rate is determined through the use of a scorecard that combines our CAMELS ratings with certain other financial information. Changes in the level and mix of these financial components in the scorecard may result in a higher assessment rate. The FDIC may determine that we present a higher risk to the DIF than other banks due to various factors. These factors include significant risks relating to interest rates, loan portfolio and geographic concentration, concentration of high credit risk loans, increased loan losses, regulatory compliance, existing and future litigation, and other factors. As a result, we could be subject to higher deposit insurance premiums and special assessments in the future that could adversely affect our earnings.
Non-compliance with laws and regulations could result in fines, sanctions and/or operating restrictions.
We are subject to government legislation and regulation, including, but not limited to, the USA PATRIOT and Bank Secrecy Acts, which require financial institutions to develop programs to detect money laundering, terrorist financing, and other financial crimes. If detected, financial institutions are obligated to report such activity to the Financial Crimes Enforcement Network, a bureau of the United States Department of the Treasury. These regulations require financial institutions to establish procedures for identifying and verifying the identity of customers seeking to establish and maintain a relationship with a financial institution. Failure to comply with these regulations could result in fines, sanctions or restrictions that could have a materially adverse effect on our strategic initiatives and operating results, and could require us to make changes to our operations and the customers that we serve.
Current laws and applicable regulations are subject to frequent change and, in certain instances, state and federal law may conflict. Any new laws and regulations could make compliance more difficult or expensive, or otherwise adversely affect our business. If our risk management and compliance programs prove to be ineffective, incomplete or inaccurate, we could suffer unexpected losses, which could materially adversely affect our results of operations, our financial condition, and/or our reputation. As part of our federal regulators' enforcement authority, significant civil or criminal monetary penalties, consent orders, or other regulatory actions can be assessed against the Bank. Such actions could require us to make changes to our operations, including the customers that we serve, and may have an adverse impact on our operating results.
The Company and other large financial institutions may become subject to increased scrutiny and more extensive or intense legal, regulatory and supervisory requirements than under the previous presidential and congressional administration. In addition, changes in key personnel at the agencies that regulate the Company, including the federal banking regulators, may result in differing interpretations of existing rules and guidelines and potentially more stringent enforcement and more severe penalties.
Additionally, the CARES Act was passed quickly and regulators rapidly issued clarifying guidance and operationalized programs, such as the PPP. As a result, there is risk that subsequent interpretations of guidance or aggressive assertions of wrongdoing in regards to laws, regulations, or applications of guidance could cause an adverse impact to our
financial results or our internal controls. We also may face an increased risk of client disputes, litigation and governmental as well as regulatory scrutiny as a result of the effects of COVID-19 on economic and market conditions.
Operational Risk
A failure of our information technology systems could cause operational losses and damage to our reputation.
Our businesses are increasingly dependent on our ability to process, record and monitor a large number of complex transactions and data efficiently and accurately. If any of our internal information technology systems fail, we may be unable to conduct business for a period of time, which may impact our financial results if that interruption is sustained. In addition, our reputation with our customers or business partners may suffer, which could have a further, long-term impact on our financial results.
Our reliance on third parties to provide key components of our business infrastructure could cause operational losses or business interruptions.
We rely on third-party service providers to leverage subject matter expertise and industry best practices, provide enhanced products and services, and reduce costs. Although there are benefits in entering into third-party relationships with vendors and others, there are risks associated with such activities. The risks associated with the vendor activity are not passed to the third-party but remain our responsibility. Our Vendor Management department provides oversight related to the overall risk management process associated with third-party relationships. Management is accountable for the review and evaluation of all new and existing third-party relationships and is responsible for ensuring that adequate controls are in place to protect us and our customers from the risks associated with vendor relationships.
Increased risk could occur based on poor planning, oversight, control, and inferior performance or service on the part of the third-party and may result in legal costs, regulatory fines or loss of business. While we have implemented a vendor management program to actively manage the risks associated with the use of third-party service providers, any problems caused by third-party service providers could result in regulatory noncompliance, adversely affect our ability to deliver products and services to our customers, and to conduct our business. Replacing a third-party service provider could also take a long period of time and result in increased costs.
Because we conduct part of our business over the internet and outsource a significant number of our critical functions, including IT, to third parties, our operations depend on our third-party service providers to maintain and operate their own technology systems. To the extent these third parties’ systems fail, despite our monitoring and contingency plans, we may be unable to conduct business or provide certain services, and we may face financial and reputational losses as a result.
We face operational risks due to the high volume and the high dollar value of transactions we process.
We rely on the ability of our employees and systems to process a wide variety of transactions. Many of the transactions we process may be of high dollar value, such as those related to mortgage lending and warehouse advances. In 2021, we originated a total of $50 billion in residential mortgage loans and processed $131 billion of warehouse lending advances. We face operational risk from, but not limited to, the risk of fraud by employees or persons outside our company, the execution of unauthorized transactions, errors relating to transaction processing and technology, breaches of our internal control systems or failures of those of our suppliers or counterparties, compliance failures, cyber-attacks, technology failures, system failures, vendor failures, unforeseen problems related to system implementations or upgrades, business continuation and disaster recovery issues, and other external events. This risk of loss also includes the potential legal actions that could arise as a result of an operational deficiency or as a result of noncompliance with applicable regulatory standards, adverse business decisions or their implementation, and customer attrition due to potential negative publicity. The occurrence of any of these events could result in a financial loss, regulatory action or damage to our reputation.
We may lose market share if we are not able to respond to technological change and introduce new products and services.
Financial products and services have become increasingly dependent on technology. We may not be able to respond to technological innovations as quickly as our competitors do. Certain of our competitors are making significantly greater investments and allocating significantly more in financial resources toward technological innovations and digital offerings than we historically have. Our ability to meet the needs of our customers and introduce competitive products in a cost-efficient manner depends on our responsiveness to technological advances, investment in new technology as it becomes available, and obtaining and maintaining related essential personnel. Furthermore, the introduction of new technologies and products, by
financial technology companies and platforms may adversely affect our ability to maintain our customer base, obtain new customers or successfully grow our business. The failure to respond to the product demands of our customers, due to cost, proficiency, technology, the way we conduct business or otherwise could have a materially adverse impact on our business and, therefore, on our financial condition and results of operations.
We collect, store and transfer our customers’ and employees' personally identifiable information and other sensitive information. Any cybersecurity attack or other compromise to the security of that information, our computer systems or networks, or the systems or networks of third-party providers upon which we rely, could adversely impact our business and financial condition.
As a part of conducting our business, we receive, transmit and store a large volume of personally identifiable information and other sensitive data either on our network, in the cloud, or on third party networks and systems. We, and our third-party providers, have been in the past and may in the future be subject to cybersecurity attacks. We, and our third-party providers, are regularly the subject of attempted attacks and the ability of the attackers continues to grow in sophistication. Further, we may not know that an attack occurred until well after the event. Even after discovering an attempt or breach occurred, we may not know the extent of the impact of the attack for some period of time. Such attacks may interrupt our business or compromise the sensitive data of our customers and employees. There can be no assurance that a cybersecurity incident will not have a material impact on our business in the future. As a result, we could suffer material financial and reputational losses in the future from any of these or other types of attacks or the public perception that such an attack on our systems or those of our vendors has been successful, whether or not this perception is correct.
Cybersecurity risks for banking institutions have increased significantly due to opportunistic threats related to COVID-19, supply chain attacks, foreign actors, new technologies, the reliance on technology to conduct financial transactions and the increased sophistication of organized crime and hackers. A cybersecurity attack, information security breach, phishing or other social engineering incident could adversely impact our ability to conduct business due to the potential costs for remediation, protection and litigation as well as reputational damage with customers, business partners and investors. There are myriad federal, state, local and international laws regarding privacy and the storing, sharing, use, disclosure and protection of personally identifiable information and sensitive data. We have policies, processes, and systems in place that are intended to meet the requirements of those laws, including security systems to prevent unauthorized access. Nevertheless, those processes and systems may be inadequate. Also, since we rely upon vendors or other third parties to handle some personally identifiable data on our behalf, we may be responsible if such data is compromised or subject to a cybersecurity attack while in the custody and control of those vendors or third parties.
The COVID-19 pandemic has resulted in the Bank instituting a work-from-home policy for all staff that are able to work remotely, exposing us to increased cybersecurity risk. Many of our employees are likely to continue working remotely on a full-time or part-time basis in the future. Increased levels of remote access may create additional opportunities for cyber criminals to exploit vulnerabilities. We have observed an increase in attempted malicious activity from third parties directed at the Bank and employees may be more susceptible to phishing and social engineering attempts due to increased stress caused by the crisis and from balancing family as well as work responsibilities at home, such as attempts to obtain personally identifiable information. Cybercriminals may be opportunistic about fears about COVID-19 and the higher number of people accessing the network remotely by including malware in emails that appear to include documents providing legitimate information for protecting oneself from COVID-19. The Bank may also be exposed to this risk if the operations of any of its vendors that provide critical services to the Bank are adversely impacted by cyberattacks. Furthermore, with the increased use of virtual private network (“VPN”) servers, there is a risk of security misconfiguration in VPNs resulting in exposing sensitive information on the internet. A significant and sustained malware or other cybersecurity attack targeted at the Bank or any of its vendors that provide critical services to the Bank could have a materially adverse impact on our financial condition and our ability to conduct our overall operations.
Privacy laws are continually evolving and many state and local jurisdictions have laws that differ from federal law or privacy policies, and some of those policies or laws may conflict. For example, California’s Consumer Privacy Act, which went into effect in January 2020, provides consumers with the right to know what personal data is being collected, know whether their personal data is sold or disclosed and to whom, and opt out of the sale of their personal data, among other rights. If we, or a third-party provider upon which we rely, fail to comply with applicable privacy policies or federal, state, local or international laws and regulations or experience any compromise of security that results in the unauthorized release of personally identifiable information or other sensitive data, those events could damage the reputation of our business and discourage potential users from utilizing our products and services. In addition, insurance may not cover the cost of mitigating identity theft concerns or responding to and mitigating a cybersecurity incident, and we may be subject to fines or legal proceedings by governmental agencies or consumers. Any of these events could adversely affect our business and financial condition.
COVID-19 has exposed our customers and employees to health risks that has caused changes in our workplace, place of business and how our customers behave. As we have and continue to return to in-person activities we may be exposed to additional risks that could have a materially adverse impact on our operations and financial condition.
The Bank has instituted a work-from-home policy for all staff that are able to work remotely until the risks related to the pandemic sufficiently abate. Working remotely creates new challenges and the pace of change required to address government programs and forbearance increases the risk of internal control failure. In addition, consumers affected by the changed economic and market conditions as a result of a pandemic may continue to demonstrate changed behavior even after the crisis is over, including decreases in discretionary spending on a permanent or long-term basis. Almost all of our branch lobbies have re-opened, but at times we may have to limit these branches to drive through service only or temporarily close them to customers due to the health crisis. This change in business could also result in changes in consumer behavior for which we may not be prepared.
As employees return to work and business is conducted in-person with customers, employees and customers could be exposed to COVID-19. Although the Bank believes it has taken the appropriate precautionary measures against the spread of COVID-19 to keep our employees and customers safe, the actions we have taken may not be adequate and may expose us to additional liability.
We may be terminated as a servicer or subservicer or incur costs, liabilities, fines and other sanctions if we fail to satisfy our servicing obligations, including our obligations with respect to mortgage loan foreclosure actions.
Servicing revenue makes up approximately 23 percent of our total revenue and the business contributed approximately $6 billion in average custodial deposits during 2021. At December 31, 2021, we had relationships with ten owners of MSRs, excluding ourselves, for which we act as subservicer for the mortgage loans they own. Due to the limited number of relationships, discontinuation of existing agreements with those third parties or adverse changes in contractual terms could have a significant negative impact to our mortgage servicing revenue. The terms and conditions in which a master servicer may terminate subservicing contracts are broad and could be exercised at the discretion of the master servicer without requiring cause. Additionally, the master servicer directs the oversight of custodial deposits associated with serviced loans and, to the extent allowable, could choose to transfer the oversight of the Bank's custodial deposits to another depository institution. Further, as servicer or subservicer of loans, we have certain contractual obligations, including foreclosing on defaulted mortgage loans or, to the extent applicable, considering alternatives to foreclosure. If we commit a material breach of our obligations as servicer, we may be subject to termination if the breach is not cured within a specified period of time following notice, causing us to lose servicing income.
We may be required to repurchase mortgage loans, pay fees or indemnify buyers against losses.
When mortgage loans are sold by us, we make customary representations and warranties to purchasers, guarantors and insurers, including the Agencies, about the mortgage loans and the manner in which they were originated. Whole loan sale agreements may require us to repurchase or substitute mortgage loans, or indemnify buyers against losses, in the event we breach these representations or warranties. In addition, we may be required to repurchase mortgage loans as a result of early payment default of the borrower or we may be required to pay fees. We may also be subject to litigation relating to these representations and warranties which may result in significant costs. With respect to loans that are originated through our broker or correspondent channels, the remedies we have available against the originating broker or correspondent, if any, may not be as broad as the remedies available to purchasers, guarantors and insurers of mortgage loans against us. We also face further risk that the originating broker or correspondent, if any, may not have the financial capacity to perform remedies that otherwise may be available. Therefore, if a purchaser, guarantor or insurer enforces its remedies against us, we may not be able to recover losses from the originating broker or correspondent. If repurchase and indemnity demands increase and such demands are valid claims, our liquidity, results of operations and financial condition may also be adversely affected.
For certain investors and/or certain transactions, we may be contractually obligated to repurchase a mortgage loan or reimburse the investor for credit or other losses incurred on the loan as a remedy for servicing errors with respect to the loan. If we have increased repurchase obligations because of claims for which we did not satisfy our obligations, or increased loss severity on such repurchases, we may have a significant reduction to noninterest income or an increase to noninterest expense. We may incur significant costs if we are required to, or if we elect to, re-execute or re-file documents or take other action in our capacity as a servicer in connection with pending or completed foreclosures. We may incur litigation costs if the validity of a foreclosure action is challenged by a borrower. Any of these actions may harm our reputation or negatively affect our servicing business and, as a result, our profitability.
Our representation and warranty reserve, which is based on an estimate of probable future losses, was $4 million at December 31, 2021. The pipeline represents the UPB for loans the Agencies identified as potentially needing to be repurchased, and the estimated probable loss associated with these loans is included in the reserve. While we believe the level of the reserve to be appropriate, the reserve may not be adequate to cover losses for loans that we have sold or securitized for which we may be subsequently required to repurchase, pay fines or fees, or indemnify purchasers and insurers because of violations of customary representations and warranties. Additionally, the pipeline could increase substantially without warning. Our regulators, as part of their supervisory function, may review our representation and warranty reserve for losses and may recommend or require us to increase our reserve, based upon their judgment, which may differ from that of Management.
We utilize third-party mortgage originators which subjects us to strategic, reputation, compliance, and operational risk.
In 2021, approximately 66 percent of our residential first mortgage volume depended upon the use of third-party mortgage originators, i.e. mortgage brokers and correspondent lenders, who are not our employees. These third parties originate mortgages or provide services to many different banks and other entities. Accordingly, they may have relationships with, or loyalties to, such banks and other parties that are different from those they have with or to us. Failure to maintain good relations with such third-party mortgage originators could have a negative impact on our market share which would negatively impact our results of operations.
We rely on third-party mortgage originators to originate and document the mortgage loans we purchase or originate. While we perform due diligence on the mortgage companies with whom we do business as well as review the loan files and loan documents we purchase to attempt to detect any irregularities or legal noncompliance, we have less control over these originators than employees of the Bank.
Due to regulatory scrutiny, our third-party mortgage originators could choose or be required to either reduce the scope of their business or exit the mortgage origination business altogether. The TILA-RESPA Integrated Disclosure Rule issued by the CFPB establishes comprehensive mortgage disclosure requirements for lenders and settlement agents in connection with most closed-end consumer credit transactions secured by real property. The rule requires certain disclosures to be provided to consumers in connection with applying for and closing on a mortgage loan. The rule also mandates the use of specific disclosure forms, timing of communicating information to borrowers, and certain record keeping requirements. The ongoing administrative burden and the system requirements associated with complying with these rules or potential changes to these rules could impact our mortgage volume and increase costs. In addition, these arrangements with third-party mortgage originators and the fees payable by us to such third parties could be subject to regulatory scrutiny and restrictions in the future.
The Equal Credit Opportunity Act, The Consumer Protection Act and the Fair Housing Act prohibit discriminatory and other lending practices by lenders, including financial institutions. Mortgage and consumer lending practices raise compliance risks resulting from the detailed and complex nature of mortgage and consumer lending laws and regulations imposed by federal Regulatory Agencies as well as the relatively independent and diverse operating channels in which loans are originated. As we originate loans through various channels, we, and our third-party originators, are especially impacted by these laws and regulations and are required to implement appropriate policies and procedures to help ensure compliance with fair lending laws and regulations and to avoid lending practices that result in the disparate treatment of, or disparate impact to, borrowers across our various locations under multiple channels. Failure to comply with these laws and regulations, by us, or our third-party originators, could result in the Bank being liable for damages to individual borrowers, changes in business practices, or other imposed penalties.
New lines of business, products, or services may subject us to unknown risks.
From time to time, we may seek to implement new lines of business or offer new products and services within existing lines of business. There may be substantial risks and uncertainties associated with these efforts particularly in instances where the markets are not fully developed or where there is a conflict between state and federal law. In developing and marketing new lines of business and/or new products and services, we may invest significant time and resources. Initial timetables for the introduction and development of new lines of business and/or new products or services may not be achieved, and price and profitability targets may not prove feasible, which could result in a materially negative effect on our operating results. New lines of business and/or new products or services also could subject us to additional or conflicting legal or regulatory requirements, increased scrutiny by our regulators and other legal risks.
Other Risk Factors
We are subject to various legal or regulatory investigations and proceedings.
At any given time, we are involved with a number of legal and regulatory examinations as a part of the routine reviews conducted by regulators and other parties, which may involve consumer protection, employment, tort, and numerous other laws and regulations. Proceedings or actions brought against us may result in judgments, settlements, fines, penalties, injunctions, business improvement orders, consent orders, supervisory agreements, restrictions on our business activities, or other results adverse to us, which could materially and negatively affect our business. If such claims and other matters are not resolved in a manner favorable to us, they may result in significant financial liability and/or adversely affect the market perception of us and our products and services as well as impact customer demand for those products and services. Some of the laws and regulations to which we are subject may provide a private right of action that a consumer or class of consumers may pursue to enforce these laws and regulations. We have been, and may be in the future, subject to stockholder class and derivative actions, which could seek significant damages or other relief. Any financial liability or reputational damage could have a materially adverse effect on our business, which could have a materially adverse effect on our financial condition and results of operations. Claims asserted against us can be highly complicated and slow to develop, making the outcome of such proceedings difficult to predict or estimate early in the process. As a participant in the financial services industry, it is likely that we will be exposed to a high level of litigation and regulatory scrutiny relating to our business and operations.
Although we establish accruals for legal or regulatory proceedings when information related to the loss contingencies represented by those matters indicates both that a loss is probable and that the amount of loss can be reasonably estimated, we do not have accruals for all legal or regulatory proceedings where we face a risk of loss. Due to the inherent subjectivity of the assessments and unpredictability of the outcome of legal and regulatory proceedings, amounts accrued may not represent the ultimate loss to us from the legal and regulatory proceedings in question. As a result, our ultimate losses may be significantly higher than the amounts accrued for legal loss contingencies.
For further information, see Note 19 - Legal Proceedings, Contingencies and Commitments.
We may be required to pay interest on certain mortgage escrow accounts in accordance with certain state laws despite the Federal preemption under the National Bank Act.
In 2018, the Ninth Circuit Federal Court of Appeals held that California state law requiring mortgage servicers to pay interest on certain mortgage escrow accounts was not, as a matter of law, preempted by the National Bank Act ( Lusnak v. Bank of America ). This ruling goes against the position that regulators, national banks, and other federally-chartered financial institutions have taken regarding the preemption of state-law mortgage escrow interest requirements. The opinion issued by the Ninth Circuit Federal Court of Appeals is legal precedent only in certain parts of the western United States. We are defending similar litigation in California, and are currently appealing a federal district court judgment against us in that case to the Ninth Circuit. We are arguing that the Lusnak case was wrongly decided; we believe our situation can be distinguished from Lusnak as a matter of law and California’s interest on escrow law should be preempted as a matter of fact. If the Ninth Circuit’s holding is more broadly adopted by other Federal Circuits, including those covering states that currently have enacted, or in the future may enact, statutes requiring the payment of interest on escrow balances or if we would be required to retroactively credit interest on escrow funds, the Company’s earnings could be adversely affected.
Loss of certain personnel, including key members of the Company's management team, and increasing competition for talent could adversely affect the Company.
We are, and will continue to be, dependent upon our management team and other key personnel. Losing the services of one or more key members of our management team or other key personnel could adversely affect our operations. In addition, COVID-19 increases the risk that certain senior executive officers or a member of the Board of Directors could become ill, causing them to be incapacitated or otherwise unable to perform their duties for an extended absence. Furthermore, because of the nature of the disease, multiple people working in close proximity could also become ill, potentially resulting in the same department having extended absences simultaneously; a scenario which could negatively impact the efficiency and effectiveness of processes and internal controls throughout the Bank.
The ability to attract and retain talented and diverse employees is an increasingly competitive factor in our industry. This factor presents greater risk when we are expanding into new markets, developing new product lines, or significantly enhancing staffing in certain areas, particularly technology. This competition leads to increased expenses in affected business areas. In addition, the transition to increased work-from-home, which is likely to survive the COVID-19 pandemic for many
companies, may exacerbate the challenges of attracting and retaining talented and diverse employees as job markets may be less constrained by physical geography. Limitations on the manner in which regulated financial institutions can compensate their officers and employees, including those contained in pending rule proposals implementing requirements of Dodd-Frank, may make it more difficult for regulated financial institutions, including us, to compete with unregulated companies for talent.
ITEM 1B. UNRESOLVED STAFF COMMENTS
None.
ITEM 2. PROPERTIES
Flagstar's headquarters is located in Troy, Michigan at 5151 Corporate Drive, and we have a regional operations office in Jackson, Michigan. We own both our headquarters and our regional operations office.
As of December 31, 2021, we operated 158 bank branches in the following states:
Owned
Leased
Total
Free-Standing Office Building
In-Store Banking Center
Buildings with Other Tenants
Total
Michigan
Indiana
California
Wisconsin
Ohio
Total
We also have 117 retail mortgage locations, 3 wholesale lending offices and 13 commercial lending offices located throughout 28 states. These locations are primarily leased.
ITEM 3. LEGAL PROCEEDINGS
S ee Legal Proceedings in Note 19 - Legal Proceedings, Contingencies and Commitments to the Consolidated Financial Statements, which is incorporated herein by reference.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
PART II
ITEM 5.
MARKET FOR THE REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES
Our common stock trades on the NYSE under the trading symbol "FBC". At December 31, 2021, there were 53,197,650 shares of our common stock outstanding held by 22,274 stockholders of record.
Dividends
On January 19, 2022, the Company announced that its Board declared a quarterly common stock dividend of $0.06, to be paid February 17, 2022. The Company's dividends are subject to the Board's approval on a quarterly basis.
Sale of Unregistered Securities
The Company made no unregistered sales of its equity securities during the quarter ended December 31, 2021.
Issuer Purchases of Equity Securities
The Company made no purchases of unregistered securities during the quarter ended December 31, 2021.
Equity Compensation Plan Information
For information with respect to securities to be issued under our equity compensation plans, see Part III, Item 12.
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters, of which certain information is hereby incorporated by reference.
Performance Graph
CUMULATIVE TOTAL STOCKHOLDER RETURN
COMPARED WITH PERFORMANCE OF SELECTED INDICES
DECEMBER 31, 2016 THROUGH DECEMBER 31, 2021
Flagstar Bancorp
Nasdaq Financial
Nasdaq Bank
S&P Small Cap 600
Russell 2000
ITEM 6.
RESERVED
ITEM 7.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
Operating Segments
Risk Management
Credit Risk
Market Risk
Liquidity Risk
Operational Risk
Capital
Use of Non-GAAP Financial Measures
Critical Accounting Estimates
The following is Management's Discussion and Analysis of the financial condition and results of operations of Flagstar Bancorp, Inc. for the year-ended December 31, 2021. This should be read in conjunction with our Consolidated Financial Statements and related notes filed with this report in Part II, Item 8. Financial Statements and Supplementary Data.
We have omitted discussion of 2020 results where it would be redundant to the discussion previously included in Part II, Item 7 of our 2020 Annual Report on Form 10-K.
Results of Operations
The following table summarizes our results of operations for the periods indicated:
For the Years Ended December 31,
Change
(Dollars in millions except share data)
Net interest income
(Benefit) provision for loan losses
Total noninterest income
Total noninterest expense
Provision for income taxes
Net income
Income per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
The following table summarizes our adjusted results of operations (1) :
For the Years Ended December 31,
Change
(Dollars in millions except share data)
Net interest income
(Benefit) provision for loan losses
Total noninterest income
Total noninterest expense
Provision for income taxes
Net income
Income per share:
Basic
Diluted
Weighted average shares outstanding:
Basic
Diluted
(1) For further information, see Use of Non-GAAP Financial Measures.
The following table summarizes certain selected ratios and statistics for the periods indicated:
For the Years Ended/As of December 31,
Change
Selected Ratios:
Interest rate spread (1)
Net interest margin
Adjusted net interest margin (2)
Return on average assets
Adjusted return on average assets (2)
Return on average common equity
Return on average tangible common equity (3)
Adjusted return on average tangible common equity (3)
Common equity-to-assets ratio
Common equity-to-assets ratio (average for the period)
Efficiency ratio
Adjusted efficiency ratio (2)
Selected Statistics:
Book value per common share
Tangible book value per share (3)
Number of common shares outstanding
(1) Interest rate spread is the difference between the yield earned on average interest-earning assets for the period and the rate of interest paid on average interest-bearing liabilities.
(2) See Use of Non-GAAP Financial Measures for further information.
(3) Excludes goodwill, intangible assets and associated amortization. See Non-GAAP Reconciliation for further information.
The year-ended December 31, 2021 resulted in net income of $533 million, or $9.96 per diluted share compared to 2020 net income of $538 million, or $9.52 per diluted share. Adjusted 2021 net income was $568 million, or $10.60 per diluted share, when adjusting for the pre-tax impact of the $35 million DOJ settlement expense and $20 million of merger related expenses, partially offset by a $10 million reduction of our former CEO SERP liability.
On an adjusted basis, 2021 annual net income grew 5 percent, driven by favorable net interest income and the provision for loan loss benefit, as a result of decreasing the ACL compared to 2020 when we increased the ACL.
Net interest income grew $62 million, or 9 percent compared to the prior year, driven by growth in average interest-earning assets of $1.2 billion, or 5 percent, and the net interest margin improvement of 12 basis points. Asset growth was led by our warehouse lending portfolio, which increased $0.9 billion, or 19 percent, and growth in our loans held-for-sale portfolio of $1.6 billion, or 29 percent. This loan growth was driven by the continued strong mortgage market and growth in our warehouse market share as compared to 2020. This growth was supported by a $1.1 billion, or 6 percent increase in average total deposits, led primarily by a $1.0 billion, or 14 percent, increase in low cost DDA and savings deposits.
Our benefit for credit losses for the year-ended December 31, 2021 was $112 million, compared to a provision for credit losses of $149 million in the same period of 2020. Our 2021 benefit was driven by improved economic forecasts and a reduction in qualitative reserves, reflecting the performance of our portfolio as our borrowers recovered from the impacts of the pandemic, resulting in low levels of loans in forbearance, low amounts of nonaccrual loans and no delinquent performing commercial loans at December 31, 2021. We had increased our ACL in 2020 as a result of our forecast of economic conditions brought on by the COVID-19 pandemic, especially as it related to CRE and C&I loans expected to be most impacted by the pandemic.
Net gain on sales decreased $316 million, or 33 percent as a result of a $7.1 billion, or 14 percent decrease in FOAL along with a 40 basis point decrease in margin. The reduction in FOAL reflects a reduction in the mortgage market in the second half of 2021, which elevated competitive factors that also drove lower gain on sales margins.
We subserviced 1.0 million accounts as of December 31, 2021, 0.2 million, or 19 percent higher compared to the prior year. This growth was driven by expanding our existing subservicing relationships along with adding new customers. Loan administration income increased $37 million, driven primarily by a decline in LIBOR-based fees paid to subservicing customers on custodial deposits along with $14 million higher subservice fee income due to an increase in the average number
of loans being subserviced and an increase in the number of loans past due as a result of forbearance which are charged a higher servicing rate. The servicing business generates custodial deposits which are used as a low-cost funding source to support loan growth. Custodial deposits decreased $0.3 billion for the year-ended December 31, 2021 compared to the year-ended December 31, 2020 driven by lower loan prepayment activity.
Net Interest Income
The table below presents the daily average balances of deposits by type and weighted-average rates paid thereon during the years presented:
For the Years Ended December 31,
Average
Balance
Interest
Average
Yield/
Rate
Average
Balance
Interest
Average
Yield/
Rate
(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale
Loans held-for-investment
Residential first mortgage
Home equity
Indirect-lending and other unsecured
Total consumer loans
Commercial real estate
Commercial and industrial
Warehouse lending
Total commercial loans
Total loans held-for-investment (1)
Loans with government guarantees
Investment securities
Interest-earning deposits
Total interest-earning assets
Other assets
Total assets
Interest-Bearing Liabilities
Retail deposits
Demand deposits
Savings deposits
Money market deposits
Certificates of deposit
Total retail deposits
Government deposits
Wholesale deposits and other
Total interest-bearing deposits
Short-term FHLB advances and other
Long-term FHLB advances
Other long-term debt
Total interest-bearing liabilities
Noninterest-bearing deposits
Retail deposits and other
Custodial deposits
Total noninterest-bearing deposits (2)
Other liabilities
Stockholders’ equity
Total liabilities and stockholders' equity
Net interest-earning assets
Net interest income
Interest rate spread (3)
Net interest margin (4)
Ratio of average interest-earning assets to interest-bearing liabilities
Total average deposits
(1) Includes nonaccrual loans, which are described further in Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Policies.
(2) Includes noninterest-bearing custodial deposits that arise due to the servicing of loans for others.
(3) Interest rate spread is the difference between rates of interest earned on interest-earning assets and rates of interest paid on interest-bearing liabilities.
(4) Net interest margin is net interest income divided by average interest-earning assets.
The following table presents the dollar amount of changes in interest income and interest expense for the components of interest-earning assets and interest-bearing liabilities. The table distinguishes between the changes related to average outstanding balances (changes in volume while holding the initial rate constant) and the changes related to average interest rates (changes in average rates while holding the initial balance constant). The rate/volume variances are allocated to rate.
For the Years Ended December 31,
2021 Versus 2020 Increase (Decrease) Due to:
Rate
Volume
Total
(Dollars in millions)
Interest-Earning Assets
Loans held-for-sale
Loans held-for-investment
Residential first mortgage
Home equity
Other
Total consumer loans
Commercial real estate
Commercial and industrial
Warehouse lending
Total commercial loans
Total loans held-for-investment
Loans with government guarantees
Investment securities
Interest-earning deposits and other
Total interest-earning assets
Interest-Bearing Liabilities
Interest-bearing deposits
Short-term FHLB advances and other
Long-term FHLB advances
Other long-term debt
Total interest-bearing liabilities
Change in net interest income
• Net interest income increased $62 million for the year-ended December 31, 2021. The increase of 5 percent was driven by growth in average interest-earning assets led by the warehouse and LHFS portfolios.
• Net interest margin was 2.92 percent for the year-ended December 31, 2021, a 12 basis point increase compared to 2.80 percent in the prior year. The expansion in net interest margin was largely attributable to lower deposit costs, which more than offset the decrease in our interest-earning asset yields as retail banking deposit rates decreased 54 basis points primarily driven by maturities of higher cost time deposits.
• Average interest-earning assets increased $1.2 billion due primarily to growth in the HFS and warehouse portfolio, driven by higher volumes from the favorable mortgage environment and improved market share of our warehouse business as compared to 2020. Average LGG for the year-ended December 31, 2021 increased $0.6 billion, driven by loans that were repurchased or are eligible to be repurchased from GNMA due to forbearance. These increases were partially offset by lower consumer loans in our HFI portfolio as we did not replace residential mortgage loans that were paid off during the year.
• Average deposits, including noninterest-bearing deposits, increased $1.1 billion primarily driven by an $0.8 billion, or 8 percent, increase in total interest-bearing deposits due to growth in government and wholesale products. Total noninterest-bearing retail deposits also increased $0.5 billion, or 30 percent, primarily due to higher average customer balances. The overall cost of deposits, including noninterest-bearing deposits, declined 27 basis points from 0.44 percent to 0.17 percent, primarily due to a greater mix of noninterest-bearing deposits supported by higher customer balances. Additionally, as CD balances matured, these deposits were converted into lower-cost DDA and savings accounts, which also contributed to the decrease in the cost of total deposits.
(Benefit) Provision for Credit Losses
The benefit for credit losses was $112 million for the year-ended December 31, 2021, compared to a provision of $149 million for the year-ended December 31, 2020. The $261 million decrease in the provision was driven by improved economic forecasts and a reduction in qualitative reserves, reflecting the performance of our portfolio as our borrowers recovered from the impacts of the pandemic, resulting in low levels of loans in forbearance, low amounts of nonaccrual loans and no delinquent performing commercial loans at December 31, 2021. This compares to the forecasted weakening economic conditions caused by the pandemic in the prior year.
For further information, see MD&A - Credit Risk.
Noninterest Income
The following tables provide information on our noninterest income and other mortgage metrics:
For the Years Ended December 31,
(Dollars in millions)
Net gain on loan sales
Loan fees and charges
Net return on mortgage servicing rights
Loan administration income
Deposit fees and charges
Other noninterest income
Total noninterest income
For the Years Ended December 31,
(Dollars in millions)
Mortgage rate lock commitments (fallout-adjusted) (1) (2)
Mortgage loans closed (1)
Mortgage loans sold and securitized (1)
Net margin on mortgage rate lock commitments (fallout-adjusted) (2) (3)
Net margin on loans sold and securitized
(1) Rounded to the nearest hundred million.
(2) Fallout-adjusted refers to mortgage rate lock commitments which are adjusted by estimates of the percentage of mortgage loans in the pipeline that are not expected to close based on our historical experience and the impact of changes in interest rates.
(3) Gain on sale margin is based on net gain on loan sales (excludes net gain on loan sales of zero and $3 million from loans transferred from LHFI during the years ended December 31, 2021 and December 31, 2020, respectively) to fallout-adjusted mortgage rate lock commitments.
Total noninterest income decreased $266 million during the year-ended December 31, 2021 from the year-ended December 31, 2020, primarily due to the following:
• Net gain on loan sales decreased $316 million, driven by $7.1 billion lower FOAL and a 40 basis point decrease in our gain on sale margin. The reduction in FOAL reflects a reduction in the mortgage market in the second half of 2021, which elevated competitive factors that also drove lower margins.
• Loan fees and charges decreased $9 million, primarily due to lower distributed retail closings and competitive market factors.
• Loan administration income increased $37 million, driven primarily by a $19 million decline in LIBOR-based fees paid to subservicing customers on custodial deposits controlled by them along with higher subservicing fee income due to an increase in the average number of loans being subserviced and an increase in ancillary income and loss mitigation fees.
• Net return on MSRs, including the impact of hedges, increased $13 million, primarily driven by improved valuation and higher service fees during the year. The increase in service fees reflect higher average number of loans being
serviced for others, partially offset by higher runoff, which included MSR write-offs of $17 million related to LGG that were repurchased during the current year.
• Other noninterest income increased $7 million, primarily driven by higher income from SBIC investments.
Noninterest Expense
The following table sets forth the components of our noninterest expense:
For the Years Ended December 31,
(Dollars in millions)
Compensation and benefits
Occupancy and equipment
Commissions
Loan processing expense
Legal and professional expense
Federal insurance premiums
Intangible asset amortization
General, administrative and other
Total noninterest expense
For the Years Ended/As of December 31,
Efficiency ratio
Number of FTE employees
Total noninterest expense increased $71 million during the year-ended December 31, 2021, compared to the year-ended December 31, 2020, primarily due to the following:
• Compensation and benefits expense increased $67 million, or 14 percent primarily driven by a 16 percent increase in average FTE to support forbearance customers and added mortgage closing capacity in the fourth quarter of 2020 through the second quarter of 2021 to process the volume of closings during that period.
• Commissions expense decreased $38 million primarily driven by lower profit-based commissions driven by a decrease in correspondent revenue.
• Occupancy and equipment increased $12 million, primarily due to continued technology and software development expenses and $4 million in merger related expenses.
• Loan processing expense increased $3 million primarily driven by a $1 billion, or 3 percent, increase in mortgage closings.
• Legal and professional expense increased $14 million primarily driven by $12 million in merger related expenses.
• General, administrative and other noninterest expense increased $19 million, primarily driven by the $35 million DOJ final settlement expense recognized during the year and $3 million in merger related expenses. This expense was partially offset by certain performance-related earn out expenses related to our Opes Advisors acquisition recognized in the year-ended December 31, 2020 which did not reoccur.
Provision for Income Taxes
Our provision for income taxes for the year-ended December 31, 2021 was $157 million, compared to a provision of $166 million for the year-ended December 31, 2020. The Company's effective tax rate for the year-ended December 31, 2021 was 22.7 percent, compared to an effective tax rate of 23.6 percent for the year-ended December 31, 2020. The reduction in rate was primarily due to a reduction in our state deferred tax asset valuation allowance and higher permanent differences resulting in lower taxable income.
For further information, see Note 17 - Income Taxes.
Fourth Quarter Results
The following table sets forth selected quarterly data:
Three Months Ended
December 31,
September 30, 2021
December 31,
(Unaudited)
(Dollars in millions)
Net interest income
Provision (benefit) for credit losses
Noninterest income
Noninterest expense
Provision for income taxes
Net income
Income per share:
Basic
Diluted
Fourth Quarter 2021 compared to Third Quarter 2021
Net income for the three months ended December 31, 2021 was $85 million, or $1.60 per diluted share, as compared to $152 million, or $2.83 per diluted share, for the three months ended September 30, 2021. The $67 million decrease in net income was primarily due to the following:
Net Interest Income
Net interest income declined $14 million, or 7 percent, reflecting a 5 percent decrease in average earning assets, primarily driven by seasonal declines in loans held-for-sale and warehouse loans.
Net interest margin in the fourth quarter was 2.96 percent, a 4 basis point decrease from the prior quarter. This compression was largely attributable to lower yields on our warehouse loans portfolio.
Average total deposits were $19.8 billion in the fourth quarter, up $0.1 billion, or 1 percent, from the third quarter 2021, largely due to an increase of 3 percent in average retail deposits and an increase of 2 percent in average custodial deposits.
Benefit for Credit Losses
The benefit for credit losses was $17 million for the fourth quarter, as compared to a $23 million benefit for the third quarter 2021, reflecting the performance of our portfolio, the low number of nonaccrual loans which are specifically reserved and no performing commercial delinquencies at December 31, 2021.
Noninterest Income
Noninterest income decreased $64 million, or 24 percent, to $202 million in the fourth quarter of 2021, as compared to $266 million for the third quarter of 2021, primarily due to lower gain on sale, partially offset by higher net return on mortgage servicing rights and loan administration income.
Fourth quarter net gain on loan sales decreased $78 million, to $91 million, as compared to $169 million in the third quarter 2021. Gain on sale margins decreased 48 basis points to 102 basis points for the fourth quarter 2021, compared to 150 basis points for the third quarter 2021, driven by competitive factors. Fallout adjusted lock volume declined 21 percent to $8.9 billion from $11.3 billion for the third quarter 2021, reflecting a reduction in the mortgage origination market and seasonal factors.
Net return on mortgage servicing rights increased $10 million, to $19 million for the fourth quarter 2021, compared to a $9 million net return for the third quarter 2021. The improvement is primarily driven by improved valuations and favorable hedge results.
Loan administration income increased $5 million, to $36 million for the fourth quarter 2021, compared to $31 million for the third quarter 2021, driven by an increase in subserviced loans and higher levels of modification and loss mitigation fees.
Noninterest Expense
Noninterest expense increased to $291 million for the fourth quarter, compared to $286 million for the third quarter 2021. Excluding $6 million of merger costs in the fourth quarter 2021 and $5 million of merger expenses in the third quarter 2021, noninterest expense increased $4 million, or 1 percent.
The increase in noninterest expense primarily reflects an increase of $7 million in salaries and benefits as we experienced higher year-end medical claims and paid a seasonal bonus to team members not covered by the management incentive plan, partially offset by lower commissions as mortgage loan closings decreased 15 percent compared to the prior quarter. Mortgage expenses were $121 million for the fourth quarter, a decrease of $4 million compared to the prior quarter.
Provision for Income Taxes
Provision for income taxes decreased $22 million. This decrease was primarily due to the lower effective tax rate of 22.7 percent for the year-ended December 31, 2021, compared to an effective tax rate of 23.2 percent for the third quarter 2021. The reduction in rate was primarily due to a reduction in our state deferred tax asset and higher permanent differences resulting in lower taxable income.
Fourth Quarter 2021 compared to Fourth Quarter 2020
Net income for the three months ended December 31, 2021 was $85 million, or $1.60 per diluted share, as compared to net income of $154 million, or $2.83 per diluted share, for the three months ended December 31, 2020. The $69 million decrease in net income was primarily due to the following:
Net Interest Income
Net interest income declined $8 million, or 4 percent, for the fourth quarter of 2021, compared to the fourth quarter of 2020, which was largely driven by lower average balances in our warehouse loan portfolio. The net interest margin increased 18 basis points to 2.96% for the fourth quarter of 2021, compared to the fourth quarter of 2020. This was primarily attributable to a reduction in borrowing costs and improved income on our LGG portfolio, the majority of which did not earn interest in 2020 prior to exercising our right to repurchase while borrowers were still in forbearance.
Noninterest Income
Noninterest income decreased $130 million, primarily due to $141 million lower net gain on loan sales driven by a $3 billion, or 26 percent decrease in FOAL in the fourth quarter of 2021 compared to the same quarter in 2020, and gain on sale margin compression of 91 basis points for the same comparable time period. The decrease in FOAL reflects the reduction in the mortgage market through the last half of 2021 which elevated competitive factors that also drove lower margins. Partially offsetting this decline was $11 million higher loan administration income, driven primarily by a decline in LIBOR-based fees
paid to subservicing customers on custodial deposits they control along with $7 million higher subservice fee income due to an increase in the average number of loans being subserviced and an increase in the number of loans past due as a result of forbearance which are charged a higher servicing rate. Additionally, a $19 million increase in the net return on mortgage servicing rights driven by favorable valuation in higher service fee income was offset by a $19 million decline in loan fees and charges driven by a $2.5 billion, or 21 percent decline in origination volume.
Noninterest Expense
Noninterest expense decreased $23 million. This decrease was primarily due to a $32 million decrease in commissions and a $3 million decrease in loan processing expense both as a result of lower origination volume discussed above partially offset by a $12 million increase in compensation and benefits. Compensation and benefit expense primarily increased due to higher average FTEs driven by added mortgage closing capacity in the fourth quarter of 2020 through the second quarter of 2021 to process the large volume of closings during that period.
Operating Segments
Our operations are conducted through three operating segments: Community Banking, Mortgage Originations, and Mortgage Servicing. The Other segment includes the remaining reported activities. The operating segments have been determined based on the products and services offered and reflect the manner in which financial information is currently evaluated by Management. Each of the operating segments is complementary to each other and because of the interrelationships of the segments, the information presented is not indicative of how the segments would perform if they operated as independent entities.
We charge the lines of business for the net charge-offs that occur. In addition to this amount, we charge them for the change in loan balances during the period, applied at the budgeted credit loss factor. The difference between the consolidated provision (benefit) for credit losses and the sum of total net charge-offs and the change in loan balances is assigned to the “Other” segment, which includes the changes related to the economic forecasts, model changes, qualitative adjustments and credit downgrades. The amount assigned to “Other” is allocated back to the lines of business through general, administrative and other noninterest expense.
For detail on each segment's objectives, strategies, and priorities, please read this section in conjunction with Note 21 - Segment Information.
Community Banking
Our Community Banking segment serves commercial, governmental and consumer customers in our banking footprint which spans throughout Michigan, Indiana, California, Wisconsin, Ohio and contiguous states. We also serve home builders, correspondents, and commercial customers on a national basis. The Community Banking segment originates and purchases loans, while also providing deposit and fee-based services to consumer, business and mortgage lending customers.
Our commercial customers operate in a diversified range of industries including financial, insurance, service, manufacturing, and distribution. We offer financial products to these customers for use in their normal business operations, as well as provide financing of working capital, capital investments, and equipment. Additionally, our CRE business supports income producing real estate and home builders. The Community Banking segment also offers warehouse lines of credit to non-bank mortgage lenders.
This segment has seen continued growth driven by our warehouse portfolio which has benefited from the strong mortgage market in 2020 and 2021. Our relationship-based approach and speed of execution have enabled us to add new customers as well as increase lines for existing customers during the past two years while gaining market share. In addition, we continue to maintain our disciplined underwriting in this business. O ur commercial loan portfolio has grown 8 percent in the last twelve months, to $10.2 billion at December 31, 2021, and our other consumer loan portfolio, which consists primarily of HELOC, indirect lending and unsecured loans, has remained relatively flat. Average deposits for the year-ended December 31, 2021 increased 9 percent to $12.0 billion, compared to $11.0 billion for the year-ended December 31, 2020, driven primarily by higher customer balances.
For the Years Ended December 31,
Community Banking
(Dollars in millions)
Summary of Operations
Net interest income
Provision for credit losses
Net interest income after provision for credit losses
Net gain (loss) on loan sales
Loan fees and charges
Loan administration expense
Other noninterest income
Total noninterest income
Compensation and benefits
Commissions
Loan processing expense
General, administrative and other
Total noninterest expense
Income before indirect overhead allocations and income taxes
Indirect overhead allocation
Provision for income taxes
Net income
Key Metrics
Number of FTE employees
Number of bank branches
The Community Banking segment reported net income of $358 million for the year-ended December 31, 2021, compared to net income of $160 million for the year-ended December 31, 2020. The $198 million increase was primarily driven by the following:
• Net interest income increased $31 million primarily driven by higher average loan balances, led by our warehouse business.
• General, administrative and other noninterest expense decreased $211 million primarily driven by lower intersegment expense allocations which was the result of the $112 million benefit from credit losses in 2021 as economic conditions had improved as of December 31, 2021 coming out of the pandemic, as compared to a provision of $149 million for the year-ended December 31, 2020 going into the pandemic.
Mortgage Originations
We are a leading national originator of residential first mortgages. Our Mortgage Originations segment utilizes multiple distribution channels to originate or acquire one-to-four family residential mortgage loans on a national scale, primarily to sell. Subsequent to sale, we retain certain mortgage servicing rights which are reported at their fair value. The fair value includes service fee revenues, a cost to service which is an intercompany allocation paid to our servicing business, and other financial line impacts. We originate and retain certain mortgage loans in our LHFI portfolio which generate interest income in the Mortgage Originations segment.
For the Years Ended December 31,
Mortgage Originations
(Dollars in millions)
Summary of Operations
Net interest income
(Benefit) provision for credit losses
Net interest income after provision for credit losses
Net gain on loan sales
Loan fees and charges
Loan administration expense
Net return on mortgage servicing rights
Other noninterest income
Total noninterest income
Compensation and benefits
Commissions
Loan processing expense
General, administrative and other
Total noninterest expense
Income before indirect overhead allocations and income taxes
Indirect overhead allocation
Provision for income taxes
Net income
Key Metrics
Mortgage rate lock commitments (fallout-adjusted) (1)(2)
Noninterest expense to closing volume
Number of FTE employees
(1) Fallout-adjusted refers to mortgage rate lock commitments which are adjusted by a percentage of mortgage loans in the pipeline that are not expected to close based on previous historical experience and the level of interest rates.
(2) Rounded to the nearest hundred million.
The Mortgage Originations segment reported net income of $308 million for the year-ended December 31, 2021, compared to $482 million for the year-ended December 31, 2020. The $174 million decrease was primarily driven by the following:
• Net gain on loan sales decreased $314 million to $655 million, as compared to $969 million for the year-ended December 31, 2020. FOAL decreased $7.1 billion, or 14 percent, to $44.9 billion and the net gain on loan sale margin decreased 40 basis points to 1.46 percent for the year-ended December 31, 2021, as compared to 1.86 percent for the year-ended December 31, 2020. The decline in FOAL reflects the continued normalization of the mortgage market through the last half of 2021, which elevated competitive factors that also drove lower margins.
• Net interest income increased $57 million primarily due to $1.6 billion higher average LHFS balances resulting from increased mortgage production, which lags FOAL based on times to close along with changes in holding times prior to selling loans to the Agencies.
• Loan fees and charges decreased $18 million driven primarily by lower distributed retail closings and competitive market factors.
• Compensation and benefits increased $39 million primarily driven by a 23 percent increase in average FTE which added mortgage closing capacity in the fourth quarter of 2020 through the second quarter of 2021 to process the large volume of closings during that period.
• Commissions expense decreased $38 million primarily driven by profit-based commissions being decrease in correspondent revenue.
• Loan processing expense increased $5 million primarily due to a $1.5 billion, or 3 percent increase in mortgage closings, which lag FOAL based on times to close and overall higher contract underwriting costs.
• General, administrative and other noninterest expense decreased $48 million primarily driven by lower intersegment expense allocation related to the benefit from credit losses in 2021 as economic conditions have improved as of December 31, 2021 coming out of the pandemic. In addition, the prior year includes an $11 million nonrecurring earn out expense related to our Opes Advisors acquisition.
Mortgage origination distribution channels
Correspondent. In the correspondent channels, an unaffiliated bank or mortgage company completes the loan paperwork in their name and funds the loan at closing. After the bank or mortgage company has funded the transaction, we purchase the loan at an agreed upon price. Correspondents apply to the Bank and may be approved for delegated underwriting authority. Delegated correspondents assume the risks associated with the underwriting of the loan and earn more on loans sold compared to non-delegated correspondents. Non-delegated correspondents earn commissions and administrative fees for closing and funding loans which are then underwritten by the Bank. Loans originated through the correspondent lending channel typically result in a lower gain on sale margin but also have lower costs. When purchasing correspondent loans individually or in bulk, we perform a full review of each loan to ensure we only purchase loans originated in accordance with our underwriting guidelines. At December 31, 2021, we had active relationships with more than 570 delegated correspondents and over 510 non-delegated correspondents serving borrowers in all 50 states.
Broker. In a broker transaction, an unaffiliated mortgage broker completes several steps of the loan origination process including the loan paperwork, but the loans are underwritten by us on a loan-level basis to our underwriting standards and we fund and close the loan in the Bank's name, thereby becoming the lender of record. At December 31, 2021, we had active broker relationships with nearly 1,400 mortgage brokers servicing borrowers in all 50 states.
Retail. In our distributed retail channel, loans are originated through our nationwide network of stand-alone home loan centers. At December 31, 2021, we maintained 117 retail locations in 28 states. In a direct-to-consumer lending transaction, loans are originated through our direct-to-consumer team or from one of our two national call centers, both of which may leverage our existing customer relationships. Most aspects of the retail lending process are completed internally, including the origination documentation (inclusive of customer disclosures), and we fund the loan at closing. Loans in the retail channel typically have higher internal costs but also higher gain on sale margins.
The following tables disclose residential first mortgage loan closings by channel, type and mix (rounded to the nearest hundred million):
At December 31,
(Dollars in millions)
Correspondent
Broker
Retail
Total
Purchase closings
Refinance closings
Total
Conventional
Government
Jumbo
Total
Mortgage Servicing
The Mortgage Servicing segment services loans when we hold the MSR asset, and subservices mortgage loans for others through a scalable servicing platform on a fee for service basis. The loans we service generate custodial deposits which provide a stable funding source supporting interest-earning asset generation in the Community Banking and Mortgage Originations segments. We earn income from other segments for the use of noninterest-bearing escrows. Revenue for serviced and subserviced loans is earned on a contractual fee basis, with the fees varying based on our responsibilities and the delinquency or payment status of the underlying loans. Along with these contractual fees, we may also collect ancillary fees related to these loans. The Mortgage Servicing segment also services residential mortgages for our LHFI portfolio in the Community Banking segment and our own MSR portfolio in the Mortgage Originations segment for which it earns intersegment revenue on a fee per loan basis. Our continued growth in our subservicing business and the strength of our platform has made us the 6th largest subservicer in the nation.
For the Years Ended December 31,
Mortgage Servicing
(Dollars in millions)
Summary of Operations
Net interest income
Loan fees and charges
Loan administration income
Total noninterest income
Compensation and benefits
Loan processing expense
General, administrative and other
Total noninterest expense
Income before indirect overhead allocations and income taxes
Indirect overhead allocation
Provision for income taxes
Net income
Key Metrics
Average number of residential loans serviced (1)
Number of FTE employees
(1) Rounded to the nearest thousand.
The Mortgage Servicing segment reported net income of $41 million for the year-ended December 31, 2021, compared to net income of $43 million for the year-ended December 31, 2020. The $2 million decrease in net income was driven by the following:
• Noninterest income, consisting of loan administration income and loan fees and charges, increased $23 million, primarily driven by a decline in LIBOR-based fees paid to subservicing customers on custodial deposits and higher ancillary income and loss mitigation fees, which were dampened by fee discounts during the active forbearance period.
• Compensation and benefits expense increased $19 million primarily due to a 32 percent increase in average FTE to support business growth and process loan modifications of a large volume of customers as their forbearance plan related to the CARES Act expires.
• General, administrative and other noninterest expense increased $8 million driven by an increase in loan boarding fees and software costs.
The following table presents residential loans serviced and the number of accounts associated with those loans.
December 31, 2021
December 31, 2020
Unpaid Principal Balance (1)
Number of Accounts
Unpaid Principal Balance (1)
Number of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)
Serviced for others (3)
Serviced for own loan portfolio (4)
Total residential loans serviced
(1) UPB, net of write downs, does not include premiums or discounts.
(2) Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3) Loans for which Flagstar owns the MSR.
(4) Includes LHFI (residential first mortgage and home equity), LHFS (residential first mortgage), LGG (residential first mortgage), and repossessed assets.
At December 31, 2021, the total number of residential loans serviced increased by 148 thousand, or 13.7 percent as we retained subservicing on 100 percent of the 24 billion UPB of MSRs sold during 2021 and were able to continue to grow the portfolio.
Loans Serviced for Others
The following table presents the characteristics of the mortgage loans serviced for others.
At December 31,
(Dollars in millions)
Average UPB per loan
Weighted average service fee (basis points)
Weighted average coupon
Weighted average original maturity (months)
Weighted average age (months)
Average updated FICO score
Average original LTV ratio
Housing Price Index LTV, as recalculated (1)
Payment Status (UPB) (2):
30-59 days past due
60-89 days past due
90 days or greater past due
Total past due
(1) The HPI LTV is updated from the original LTV based on Metropolitan Statistical Area-level FHFA data as of December 31, 2021.
(2) Includes loans in forbearance that continue to be aged for payment status purposes.
Loans Subserviced for Others
The following table presents the UPB based on payment status of the mortgage loans subserviced for others.
At December 31,
(Dollars in millions)
Payment Status (UPB) (1):
30-59 days past due
60-89 days past due
90 days or greater past due
Total past due
(1) Includes loans in forbearance that continue to be aged for payment status purposes.
Other
The Other segment includes the treasury functions, which include the impact of interest rate risk management, balance sheet funding activities and the investment securities portfolios, as well as other expenses of a corporate nature, including corporate staff, risk management, and legal expenses which are charged to the line of business segments. The Other segment charges each operating segment a daily funds transfer pricing rate on their average assets which resets more rapidly than the underlying borrowing costs resulting in an asset sensitive position. In addition, the Other segment includes revenue and expenses not directly assigned or allocated to the Community Banking, Mortgage Originations or Mortgage Servicing segments.
For the Years Ended December 31,
Other
(Dollars in millions)
Summary of Operations
Net interest income
(Benefit) provision for credit losses
Net interest income after provision (benefit) for credit losses
Loan administration income
Other noninterest income
Total noninterest income
Compensation and benefits
Loan processing expense
General, administrative and other
Total noninterest expense
Income before indirect overhead allocations and income taxes
Indirect overhead allocation
Benefit for income taxes
Net loss
Key Metrics
Number of FTE employees
The Other segment reported a net loss of $174 million for the year-ended December 31, 2021, compared to a net loss of $147 million for the year-ended December 31, 2020. The $27 million higher loss was primarily driven by a $35 million settlement expense for the DOJ Liability and a $23 million decrease in net interest income as a result of our overall asset sensitive position and the lower average interest rates during the year-ended December 31, 2021 as compared to the year-ended December 31, 2020 partially offset by a $10 million benefit related to the former CEO SERP.
The provision for credit losses decreased $263 million primarily due to changes in the forecasts of economic conditions through the COVID-19 pandemic. The difference between the consolidated provision for credit losses and the sum of total net charge-offs and the change in loan balances continue to be assigned to the Other segment and includes changes related to the economic forecasts, model changes, qualitative adjustments and credit downgrades. The provision for credit losses is then directly allocated to the other applicable segments through general, administrative and other noninterest expense. The majority of all other activity within the Other segment largely offsets and is allocated back to the operating segments, recorded as contra other noninterest expense.
RISK MANAGEMENT
Certain risks are inherent in our business and include, but are not limited to, operational, strategic, credit, regulatory compliance, legal, reputational, liquidity, market and cybersecurity. We continuously invest in our risk management activities which are focused on ensuring we properly identify, measure and manage such risks across the entire enterprise to maintain safety and soundness and maximize profitability. We hold capital to protect us from unexpected loss arising from these risks.
A discussion of risks affecting us can be found in the Risk Factors section included in Item 1A. of this Form 10-K.
Credit Risk
Credit risk is the risk of loss to us arising from an obligor’s inability or failure to meet contractual payment or performance terms. We provide loans, extend credit, and enter into financial derivative contracts, all of which have related credit risk. We manage credit risk using a thorough process designed to ensure we make prudent and consistent credit decisions. The process was developed with a focus on utilizing risk-based limits and credit concentrations while emphasizing diversification on a geographic, industry and customer level. The process utilizes documented underwriting guidelines, comprehensive documentation standards, and ongoing portfolio monitoring including the timely review and resolution of credits experiencing deterioration. These activities, along with the management of credit policies and credit officers’ delegated authority, are centrally managed by our credit risk team.
We maintain credit limits, in compliance with regulatory requirements. Under HOLA, the Bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15 percent of Tier 1 plus Tier 2 capital and any portion of the ACL not included in Tier 2 capital. This limit was $462 million as of December 31, 2021. We maintain a more conservative maximum internal Bank credit limit than required by HOLA, generally not exceeding $100 million to any one borrower/obligor relationship, with the exception of warehouse borrower/obligor relationships, which have a higher internal Bank limit of $200 million. All warehouse advances are fully collateralized by residential mortgage loans and this asset class has had very low levels of historical loss. We have a tracking and reporting process to monitor lending concentration levels, and all new commercial credit exposures to a single or related borrower that exceed $50 million and all new warehouse credit exposures to a single or related borrower that exceed $75 million must be approved by the Board of Directors. Exceptions to these levels are made to strong borrowers on a case by case basis, with the approval of the Board of Directors.
Our commercial loan portfolio has been built on our relationship-based lending strategy. We provide financing and banking products to our commercial customers in our core banking footprint and will follow those established customer relationships to meet their financing needs in areas outside of our footprint. We have also formed relationship lending on a national scale through our home builder finance and warehouse lending businesses. At December 31, 2021, we had $10.0 billion UPB in our commercial loan portfolio with our warehouse lending and home builder finance businesses accounting for 60 percent of the total. Of the remaining commercial loans in our portfolio, the majority of CRE and C&I loans were with customers who have established relationships within our core banking footprint.
Credit risk within the commercial loan portfolio is managed using concentration limits based on line of business, industry, geography and product type. This is managed through the use of strict underwriting guidelines detailed in credit policies, ongoing loan level reviews, monitoring of the concentration limits and continuous portfolio risk management reporting. The commercial credit policy outlines the risks and underwriting requirements and provides a framework for all credit and lending activities. Our commercial loan credit policies consider maturity and amortization terms, maximum LTVs, minimum debt service coverage ratios, construction loan monitoring procedures, appraisal requirements, pro-forma analysis requirements and thresholds for product specific advance rates.
We typically originate loans on a recourse basis with full or partial guarantees. On a limited basis, we may approve loans without recourse if sufficient consideration is provided in the loan structure. Non-recourse loans primarily have low LTVs, strong cash flow coverage or other mitigating factors supporting the lack of a guaranty. These guidelines also require an appraisal of pledged collateral prior to closing and on an as-needed basis when market conditions justify. We contract with a variety of independent licensed professional firms to conduct appraisals that are in compliance with our internal commercial credit and appraisal policies and regulatory requirements.
Our commercial loan portfolio includes leveraged lending. The Bank defines a transaction as leveraged when two or more of the following conditions exist: 1) proceeds from the loan are used for buyouts, acquisitions, recapitalization or capital distributions, 2) the borrower's total funded debt to EBITDA ratio is greater than four or Senior Funded Debt to EBITDA ratio is greater than three, 3) the borrower has a high debt to net worth ratio within its industry or sector as defined by internal limits, and 4) debt leverage significantly exceeds industry norms or historical levels for leverage as defined by internal limits. Leveraged lending transactions typically result in leverage ratios that are significantly above industry norms or historical levels. Our leveraged lending portfolio and other loan portfolios with above-average default probabilities tend to behave similarly during a downturn in the general economy or a downturn within a specific sector. Consequently, we take steps to avoid undue concentrations by setting limits consistent with our appetite for risk and our financial capacity. In addition, there are specific underwriting conditions set for our leveraged loan portfolio and there is additional emphasis on certain items beyond the standard underwriting process including synergies, collateral shortfall and projections.
Our commercial loan portfolio also includes loans that are considered to be SNCs. A SNC is defined as any loan or loan commitment totaling at least $100 million that is shared by three or more federally regulated institutions. On an annual basis, a joint regulatory task force performs a risk assessment of all SNCs. When completed, these risk ratings are shared and our risk rating must be no better than the risk rating listed in the SNC assessment. Exposure and credit quality for SNCs are carefully monitored and reported internally.
For our CRE portfolio, including owner and nonowner-occupied properties and home builder finance lending, we obtain independent appraisals as part of our underwriting and monitoring process. These appraisals are reviewed by an internal appraisal group that is independent from our sales and credit teams.
The home builder finance group is a national relationship-based lending platform that focuses on markets with strong housing fundamentals and higher population growth potential. The team primarily originates construction and development loans. We generally lend in metropolitan areas or counties where verifiable market statistics and data are readily available to support underwriting and ongoing monitoring. We also evaluate the jurisdictions and laws, demographic trends (age, population and income), housing characteristics and economic indicators (unemployment, economic growth, household income trends) for the geographies where our borrowers primarily operate. We engage independent licensed professionals to supply market studies and feasibility reports, environmental assessments and project site inspections to complement the procedures we perform internally. Further, we perform ongoing monitoring of the projects including periodic inspections of collateral and annual portfolio and individual credit reviews.
The consumer loan portfolio has been built on strong underwriting criteria and within concentration limits intended to diversify our risk profile. Our consumer loan portfolio includes high credit quality residential first and second lien mortgage loans, non-auto boat and recreational vehicle indirect lending loans and other unsecured consumer loans.
Loans held-for-investment
The following table summarizes the amortized cost of our loans held-for-investment by category:
At December 31,
% of Total
% of Total
% of Total
(Dollars in millions)
Consumer loans
Residential first mortgage
Home equity (1)
Other
Total consumer loans
Commercial loans
Commercial real estate
Commercial and industrial
Warehouse lending
Total commercial loans
Total loans held-for-investment
(1) Includes second mortgages, HELOCs, and HELOANs.
Our consumer loan portfolio decreased $742 million, or 18 percent, from December 31, 2020 to December 31, 2021, as a $232 million increase in other consumer loans was more than offset by a $730 million decrease in residential first mortgage loans and $243 million decrease in home equity due to refinance activity and lower new originations and home equity purchases to the HFI portfolio.
The following table provides a comparison of activity in our LHFI portfolio:
For the Years Ended December 31,
(Dollars in millions)
Balance, beginning of year
Loans originated and purchased
Change in lines of credit
Loan amortization / prepayments
All other activity
Balance, end of year
Residential first mortgage loans. We originate or purchase various types of conforming and non-conforming fixed and adjustable rate loans underwritten using Fannie Mae and Freddie Mac guidelines for the purpose of purchasing or refinancing owner occupied and second home properties. We typically hold certain mortgage loans in LHFI that do not qualify for sale to the Agencies and that have an acceptable yield and risk profile. The LTV requirements on our residential first mortgage loans vary depending on occupancy, property type, loan amount, and FICO scores. Loans with LTVs exceeding 80 percent are required to obtain mortgage insurance. As of December 31, 2021, loans in this portfolio had an average current FICO score of 735 and an average LTV of 52 percent.
The following table presents the amortized cost of our total residential first mortgage LHFI by major category:
At December 31,
(Dollars in millions)
Estimated LTVs (1)
Less than 80% and refreshed current FICO scores (2):
Equal to or greater than 660
Less than 660
80% and greater and refreshed current FICO scores (2):
Equal to or greater than 660
Less than 660
Total
Geographic region
California
Michigan
Texas
Florida
Washington
New York
Indiana
Illinois
Colorado
New Jersey
Other
Total
(1) LTVs reflect loan balance at the date reported, as a percentage of property values as appraised at loan closing.
(2) FICO scores are updated at least on a quarterly basis or more frequently, if available.
The following table presents the amortized cost of our total residential first mortgage LHFI as of December 31, 2021, by year of closing:
2017 and Prior
Total
(Dollars in millions)
Residential first mortgage loans
Percent of total
Home equity. Our home equity portfolio includes HELOANs, second mortgage loans, and HELOCs. These loans are underwritten and priced in an effort to ensure credit quality and loan profitability. Our debt-to-income ratio on HELOANs and HELOCs is capped at 43 percent and 45 percent, respectively. We currently limit the maximum CLTV to 89.99 percent and FICO scores to a minimum of 700. Second mortgage loans and HELOANs are fixed rate loans and are available with terms up to 20 years. HELOC loans are primarily variable-rate loans that contain a 10-year interest only draw period followed by a 20-year amortizing period. As of December 31, 2021, loans in this portfolio had an average current FICO score of 752 and an average CLTV of 56 percent and HELOCs and HELOANs in a first lien position totaled $67 million.
Other consumer loans. Our other consumer loan portfolio consists of secured and unsecured loans originated through our indirect lending business, third-party closings and our Community Banking segment.
The following table presents the amortized cost of our other consumer loan portfolio by purchase type:
December 31, 2021
December 31, 2020
Balance
% of Portfolio
Balance
% of Portfolio
(Dollars in millions)
Indirect lending
Point of sale
Other
Total other consumer loans
Other consumer loans totaled $1.2 billion as of December 31, 2021, compared to $1.0 billion at December 31, 2020. The increase in other consumer loans was primarily due to the ongoing growth in our non-auto, boat and recreational vehicle indirect lending business which began in late 2018, of which 66 percent is secured by boats and 34 percent secured by recreational vehicles and growth in our point of sale portfolio. As of December 31, 2021, loans in our indirect portfolio had an average current FICO score of 748. Point of sale loans consist of unsecured consumer installment loans originated primarily for home improvement purposes through a third-party financial technology company who also provides us a level of credit loss protection.
Commercial real estate loans. The CRE portfolio contains loans collateralized by diversified property types which are primarily income producing in the normal course of business. The majority of our retail exposure is to neighborhood centers and single tenant locations, which include pharmacies and hardware stores. Generally, the maximum LTV is 80 percent, or 90 percent for owner-occupied real estate, and the minimum debt service coverage is 1.20. Our CRE loans primarily earn interest at a variable rate.
Our national home builder finance program within our commercial portfolio contained $2.7 billion in commitments with $1.0 billion in outstanding loans as of December 31, 2021. Of these loans $755 million are collateralized and included in our CRE portfolio while $268 million are unsecured and included in our C&I portfolio.
As of December 31, 2021, our CRE portfolio included $186 million of SNCs and no leveraged lending loans compared to $210 million of SNCs and one leveraged lending loan of $4 million as of December 31, 2020. As of December 31, 2021, the SNC portfolio had eleven borrowers with an average amortized cost of $17 million and an average commitment of $19 million. There were no nonperforming SNC loans as of December 31, 2021. One SNC loan of $22 million was rated as substandard and still accruing. There were no special mention SNC loans outstanding as of December 31, 2021.
The following table presents the amortized cost of our total CRE LHFI by collateral location and collateral type:
Other
Total
% by collateral type
(Dollars in millions)
December 31, 2021
Home builder
Owner occupied
Multi family
Retail (1)
Office
Hotel
Senior living facility
Industrial
Parking garage/lot
Land - residential (2)
Shopping mall
Single family residence (3)
All other (4)
Total
Percent by state
(1) Includes multipurpose retail space, neighborhood centers, shopping centers and single-use retail space.
(2) Loans secured by land. Land - residential includes development and unimproved vacant land.
(3) Loans secured by 1-4 single family residence properties.
(4) All other primarily includes: mini-storage facilities, data centers, movie theaters, etc.
Commercial and industrial loans. C&I LHFI facilities typically include lines of credit and term loans and leases to businesses for use in normal business operations to finance working capital, equipment and capital purchases, acquisitions and expansion projects. We lend to customers with a history of profitability and a long-term business model. Generally, leverage conforms to industry standards and the minimum debt service coverage is 1.20 times. The majority of our C&I loans earn interest at a variable rate.
As of December 31, 2021, our C&I portfolio included $881 million of SNCs, compared to $665 million of SNCs as of December 31, 2020. The finance and insurance sector and the services sector comprised the majority of the portfolio's net book value with 37 percent and 27 percent of the balance, respectively. As of December 31, 2021, the SNC portfolio had forty-nine borrowers with an average amortized book value of $18 million and an average commitment of $36 million. There were no SNCs as of December 31, 2021 that were rated as special mention and $23 million of the SNCs that were rated as substandard and still accruing. There were no loans on nonaccrual status in our SNC portfolio as of December 31, 2021.
As of December 31, 2021, our C&I portfolio included $341 million of leveraged lending, of which $213 million were SNCs. The manufacturing sector comprised 55 percent of the leveraged lending portfolio and the financial and insurance sector comprised 17 percent. As of December 31, 2021, NPLs totaled $32 million, $48 million of loans were rated as substandard, and no loans were rated as special mention. Included in the financial and insurance sector within our C&I portfolio are $251 million in loans outstanding to 8 borrowers that are collateralized by MSR assets with an average amortized cost of $31 million and an average commitment of $66 million. The ratio of the loan outstanding to the fair market value of the collateral ranges from 11 percent to 70 percent.
The following table presents the amortized cost of our total C&I LHFI by borrower's geographic location and industry type as defined by North American Industry Classification System:
Other
Total
% by industry
(Dollars in millions)
December 31, 2021
Financial & Insurance
Services
Manufacturing
Home Builder Finance
Rental & Leasing
Distribution
Healthcare
Government & Education
Commodities
Total
Percent by state
Warehouse lending. We have a national platform with relationship managers across the country. We offer warehouse lines of credit to other mortgage lenders which allow the lender to fund the closing of residential mortgage loans. Each extension, advance, or draw-down on the line is fully collateralized by residential mortgage loans and is paid off when the lender sells the loan to an outside investor or, in some instances, to the Bank.
Underlying mortgage loans are predominantly originated using the Agencies' underwriting standards. The guideline for debt to tangible net worth is 15 to 1. The aggregate committed amount of warehouse lines of credit granted to other mortgage lenders at December 31, 2021 was $12.0 billion, of which $5.0 billion was outstanding, compared to a total commitment of $10.5 billion at December 31, 2020, of which $7.7 billion was outstanding.
Loan Principal Payments
The following tables set forth the expected repayment of our LHFI, both as fixed rate and adjustable-rate loans:
December 31, 2021
Within 1 Year
1 Year to 5 Years
5 Years to 15 Years
Over 15 Years
Totals (1)
(Dollars in millions)
Fixed Rate Loans
Other consumer
Residential first mortgage
Commercial real estate
Commercial and industrial
Home equity
Total fixed rate loans
Adjustable Rate Loans
Warehouse lending
Commercial real estate
Commercial and industrial
Residential first mortgage
Home equity
Total adjustable rate loans
(1) UPB, net of write downs, does not include premiums or discounts.
Credit Quality
Our focus on effectively managing credit risk through our careful underwriting standards and processes has resulted in strong trends in certain credit quality characteristics in our loan portfolios. The credit quality of our loan portfolios is demonstrated by low delinquency levels, minimal charge-offs and low levels of NPLs.
For all loan categories within the consumer and commercial loan portfolio, loans are placed on nonaccrual status when any portion of principal or interest is 90 days past due (or nonperforming), or earlier when we become aware of information indicating that collection of principal and interest is in doubt. While it is the goal of Management to collect on loans under their original legal terms, we attempt to work out a satisfactory repayment schedule or modification with past due borrowers and will undertake foreclosure proceedings if the delinquency is not satisfactorily resolved. Our practices regarding past due loans are designed to both assist borrowers in meeting their contractual obligations and minimize losses incurred by the Bank. When a loan is placed on nonaccrual status, the accrued interest income is reversed. Loans return to accrual status when principal and interest become current and are anticipated to be fully collectible.
Nonperforming assets
The following table sets forth our nonperforming assets:
At December 31,
(Dollars in millions)
LHFI
Residential first mortgages
Home equity
Other consumer
CRE
Total nonperforming LHFI
TDRs
Residential first mortgages
Home equity
Total nonperforming TDRs
Total nonperforming LHFI and TDRs (1)
LHFS
Real estate and other nonperforming assets, net
Total nonperforming assets
Nonperforming assets to total assets (2)
Nonperforming LHFI and TDRs to LHFI
Nonperforming assets to LHFI and repossessed assets (2)
(1) Includes less than 90 day past due performing loans placed on nonaccrual. Interest is not being accrued on these loans.
(2) Ratio excludes LHFS, which are recorded at fair value.
At December 31, 2021, we had $117 million of nonperforming assets compared to $73 million of nonperforming assets at December 31, 2020. The $17 million increase in nonaccrual C&I loans primarily relates to one loan relationship of $22 million that was specifically reserved at 80 percent of its UPB at December 31, 2021.
The following table sets forth activity related to our total nonperforming LHFI and TDRs:
For the Years Ended December 31,
(Dollars in millions)
Beginning balance
Additions
Reductions
Principal payments
Charge-offs
Return to performing status
Transfers to REO
Total nonperforming LHFI and TDRs (1)
(1) Includes less than 90 day past due performing loans which are deemed nonaccrual. Interest is not being accrued on these loans.
Delinquencies
The following table sets forth loans 30-89 days past due in our LHFI portfolio:
As of December 31,
(Dollars in millions)
Performing loans past due 30-89:
Consumer loans
Residential first mortgage
Home equity
Other consumer
Total consumer loans
CRE
Total commercial loans
Total performing loans past due 30-89 days
Loans 30 to 89 days past due were $62 million and $37 million at December 31, 2021 and December 31, 2020, respectively. Included in the consumer loan population is $43 million in first residential mortgage loans, or 69 percent, that have recently exited forbearance that are being accounted for based on guidance within the CARES Act. These borrowers have not yet selected a forbearance exit plan and the average LTV of these loans is approximately 75 percent.
For further information see Note 4 - Loans Held-for-Investment.
Payment Deferrals
Beginning in March 2020, as a response to COVID-19, we offered our consumer borrowers principal and interest payment deferrals, forbearance and/or extensions up to a maximum period of 18 months. Consumer borrowers were not required to provide proof of hardship to be granted forbearance or payment deferral. Typically, payment history is the primary tool used to identify consumer borrowers who are experiencing financial difficulty. Forbearance or payment deferrals make this determination more challenging. In addition, consumer borrowers who have requested forbearance or payment deferrals are not being aged and remain in the aging category they were in prior to forbearance or payment deferral while they remain in a forbearance or payment deferral status which is in accordance with the CARES Act and interagency guidance in response to COVID-19.
The table below summarizes borrowers in our consumer loan portfolios that are in active forbearance or were granted a payment deferral:
As of December 31, 2021
As of December 31, 2020
Number of Borrowers
UPB
Percent of Portfolio
Number of Borrowers
UPB
Percent of Portfolio
(Dollars in millions)
Loans Held-For-Investment
Consumer loans
Residential first mortgage
Home equity
Other consumer
Total consumer loan deferrals/forbearance
Loans Held-For-Sale
Residential first mortgage
There were no commercial borrowers in payment deferral as of December 31, 2021 and as of December 31, 2020 there were five commercial loans with an UPB of $22 million in payment deferral programs.
The table below summarizes the percent of our residential loan servicing portfolio in forbearance as of December 31, 2021:
Total Population
Total Loans in Forbearance
Unpaid Principal Balance (1)
Number of accounts
Unpaid Principal Balance (1)
Number of accounts
Percent of UPB
Percent of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)
Serviced for others (3)
Serviced for own loan portfolio (4)
Total loans serviced
(1) UPB, net of write downs, does not include premiums or discounts.
(2) Loans subserviced for non-Flagstar owned loans or MSRs, in each case subserviced for a fee. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3) Loans for which Flagstar owns the MSR.
(4) Includes LHFI (residential first mortgage, home equity and other consumer), LHFS (residential first mortgage), and LGG (residential first mortgage).
The table below summarizes our residential loan servicing portfolio in forbearance as of December 31, 2020:
Total Population
Total Loans in Forbearance
Unpaid Principal Balance (1)
Number of accounts
Unpaid Principal Balance (1)
Number of accounts
Percent of UPB
Percent of Accounts
(Dollars in millions)
Loan Servicing
Subserviced for others (2)
Serviced for others (3)
Serviced for own loan portfolio (4)
Total loans serviced
(1) UPB, net of write downs, does not include premiums or discounts.
(2) Loans subserviced for a fee for non-Flagstar owned loans or MSRs. Includes temporary short-term subservicing performed as a result of sales of servicing-released MSRs.
(3) Loans for which Flagstar owns the MSR.
(4) Includes LHFI (residential first mortgage, home equity and other consumer), LHFS (residential first mortgage), and LGG (residential first mortgage).
As the MSR owner for loans serviced for others, the Agencies require us to advance payments on past due loans as follows:
Principal and Interest
Taxes and Insurance
Fannie Mae and Freddie Mac
4 months
No time limit
GNMA
No time limit
No time limit
We believe that we have ample liquidity to handle servicing advances related to these loans. We initially provide advances on a short-term basis for loans we subservice and are reimbursed by the MSR owner. Our advance receivable for our subserviced loans is therefore insignificant.
Troubled debt restructurings (held-for-investment)
TDRs are modified loans in which a borrower demonstrates financial difficulties and for which a concession has been granted as a result. Nonperforming TDRs are included in nonaccrual loans. TDRs remain in nonperforming status until a borrower has made payments and is current for at least six consecutive months. Performing TDRs are not considered to be nonaccrual so long as we believe that all contractual principal and interest due under the restructured terms will be collected.
Since March 2020, as a response to COVID-19, we have offered our consumer and commercial customers principal and interest payment deferrals and extensions up to a maximum period of 18 months. We considered these programs in the context of whether or not the short-term modifications of these loans would constitute a TDR. We considered the CARES Act, interagency guidance and related guidance from the FASB, which provided that short-term modifications made on a good faith basis in response to COVID-19 to borrowers who were current prior to any relief are not required to be accounted for as TDRs. As a result, we have determined that these loans are not TDRs. We believe our application of the referenced guidance and accounting for these programs is appropriate.
The following table sets forth a summary of TDRs by performing status:
As of December 31,
(Dollars in millions)
Performing TDRs
Consumer Loans
Residential first mortgage
Home equity
Total consumer loans
Commercial Loans
Commercial and industrial
Commercial real estate
Total commercial loans
Total performing TDRs
Nonperforming TDRs
Nonperforming TDRs
Nonperforming TDRs, performing for less than six months
Total nonperforming TDRs
Total TDRs
At December 31, 2021, our total TDR loans decreased to $37 million compared to $46 million at December 31, 2020, primarily due to principal payments and payoffs out-pacing new additions. Of our total TDR loans, 65 percent were in performing status at December 31, 2021. For further information, see Note 4 - Loans Held-for-Investment.
Allowance for Credit Losses
The ACL represents Management's estimate of lifetime losses in our LHFI portfolio but which have not yet been realized. For further information, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards and Note 4 - Loans Held-for-Investment.
The following tables present the changes in the ACL balance for the year-ended December 31, 2021:
For the Year-Ended December 31, 2021
Residential First Mortgage (1)
Home Equity
Other Consumer
Commercial Real Estate
Commercial and Industrial
Warehouse Lending
Total LHFI Portfolio (2)
Unfunded Commitments
Total ACL
(Dollars in millions)
Beginning balance ACL
Provision (benefit) for credit losses:
Loan volume
Economic forecast (3)
Credit (4)
Qualitative factor adjustments
Charge-offs
Recoveries
Provision for charge-offs
Ending allowance balance
(1) Includes loans with government guarantees where insurance limits may result in a loss in excess of all or part of the guarantee.
(2) Excludes loans carried under the fair value option.
(3) Includes changes in the lifetime loss rate based on current economic forecasts as compared to forecasts used in the prior quarter.
(4) Includes changes in the probability of default and severity of default based on current borrower and guarantor characteristics, as well as individually evaluated reserves.
For the Year-Ended December 31, 2020
Residential First Mortgage (1)
Home Equity
Other Consumer
Commercial Real Estate
Commercial and Industrial
Warehouse Lending
Total LHFI Portfolio (2)
Unfunded Commitments
Total ACL
(Dollars in millions)
Beginning balance ACL
Provision (benefit) for credit losses:
Loan volume
Economic forecast (3)
Credit (4)
Qualitative factor adjustments (5)
Charge-offs
Recoveries
Provision for charge-offs
Ending allowance balance
(1) Includes loans with government guarantees where insurance limits may result in a loss in excess of all or part of the guarantee.
(2) Excludes loans carried under the fair value option.
(3) Includes changes in the lifetime loss rate based on current economic forecasts as compared to forecasts used in the prior quarter.
(4) Includes changes in the probability of default and severity of default based on current borrower and guarantor characteristics, as well as individually evaluated reserves.
(5) Includes $7 million of unallocated reserve attributed to various portfolios for presentation purposes.
The ACL was $170 million at December 31, 2021 and $280 million at December 31, 2020. The decrease in the allowance is primarily reflective of changes in our economic forecast and judgment we applied related to those forecasts and underlying borrower credit risks as a result of the ongoing COVID-19 pandemic. We utilized the Moody’s November 2021 economic scenarios in our forecast, which were materially consistent with the December scenarios: a growth forecast, weighted at 30 percent; a baseline forecast, weighted at 40 percent; and an adverse forecast, weighted at 30 percent. Within our composite forecast, unemployment ends 2021 at 5 percent and will recover slightly in 2022, ending the year just under 5 percent. GDP continues to recover throughout 2022 and returns to pre-COVID levels in 2023. HPI decreases by just over 1 percent compared to 2021 year-end levels through the second quarter of 2022 before returning to 2021 year-end levels by the third quarter of 2022. In 2021, we judgmentally decreased our qualitative reserves by $65 million which primarily reflected our best estimates of COVID-19’s impact on our portfolios (including the estimated impact of government stimulus, forbearance/payment holidays, and Fed programs). This decline was primarily driven by a decrease in the model output from Moody’s adverse scenario, improvement in credit performance of previously identified industries and borrowers we believed could be more exposed to the stressful conditions in our forecast and decreased loans in forbearance.
The ACL as a percentage of LHFI was 1.3 percent as of December 31, 2021 compared to 1.7 percent as of December 31, 2020. Excluding warehouse, the allowance as a percentage of LHFI was 2.0 percent at December 31, 2021 compared to 3.2 percent at December 31, 2020. The decrease in the allowance, as a percentage of LHFI is reflective of the reductions made to the allowance to reflect the change in economic and credit forecast used during that period. At December 31, 2021, we had a 2.7 percent and 0.8 percent allowance coverage on our consumer loan portfolio and our commercial loan portfolio, respectively.
The following tables set forth certain information regarding the allocation of our allowance to each loan category, including the allowance amount as a percentage of amortized cost and average loan life:
December 31, 2021
LHFI Portfolio (1)
Percent of
Portfolio
Allowance Amount (2)
Allowance as a Percent of LHFI Loan Portfolio
Weighted Average Loan Life
Consumer loans
Residential first mortgage
Home equity
Other consumer
Total consumer loans
Commercial loans
Commercial real estate
Commercial and industrial
Warehouse lending
Total commercial loans
Total consumer and commercial loans
Total consumer and commercial loans excluding warehouse
(1) Excludes loans carried under the fair value option.
(2) Includes allowance for loan losses and reserve for unfunded commitments.
December 31, 2020
LHFI Portfolio (1)
Percent of
Portfolio
Allowance Amount (2)
Allowance as a Percent of LHFI Loan Portfolio
Weighted Average Loan Life
Consumer loans
Residential first mortgage
Home equity
Other consumer
Total consumer loans
Commercial loans
Commercial real estate
Commercial and industrial
Warehouse lending
Total commercial loans
Total consumer and commercial loans
Total consumer and commercial loans excluding warehouse
(1) Excludes loans carried under the fair value option.
(2) Includes allowance for loan losses and reserve for unfunded commitments.
The following tables set forth certain information regarding nonaccrual loans, including the allowance amount as a percentage of nonaccruals:
December 31, 2021
December 31, 2020
Nonaccrual Loans (2)
Nonaccruals as Percent of LHFI Loan Portfolio (1)
Nonaccrual Loans (2)
Nonaccruals as Percent of LHFI Loan Portfolio (1)
Consumer loans
Residential first mortgage
Home equity
Other consumer
Total consumer loans
Commercial loans
Commercial real estate
Commercial and industrial
Total commercial loans
Total consumer and commercial loans
(1) Loan portfolio excludes loans carried under the fair value option.
(2) The delinquency status for loans in forbearance are frozen for loans at inception of the forbearance period and is resumed when the borrower's forbearance period ends.
Nonaccrual loans as a percentage of LHFI was 0.7 percent as of December 31, 2021 compared to 0.3 percent as of December 31, 2020. The increase in nonaccrual loan percentage is consistent with the increase in nonaccrual loans related to worsening economic conditions, offset by growth in the LHFI portfolio.
The following tables set forth certain information regarding net charge-offs and net charge-offs as a percentage of amortized cost:
December 31, 2021
December 31, 2020
Net (charge-offs) recoveries
Net charge-offs as a Percent of Average LHFI Loan Portfolio
Net (charge-offs) recoveries
Net charge-offs as a Percent of Average LHFI Loan Portfolio
Consumer loans
Residential first mortgage
Home equity
Other consumer
Total consumer loans
Commercial loans
Commercial real estate
Commercial and industrial
Total commercial loans
Total consumer and commercial loans
Market Risk
Market risk is the risk of reduced earnings and/or declines in the net market value of the balance sheet due to changes in market rates. Our primary market risk is interest rate risk which impacts our net interest income, fee income related to interest sensitive activities such as mortgage closing and servicing income, and loan and deposit demand.
We are subject to interest rate risk due to:
• The maturity or repricing of assets and liabilities at different times or for different amounts
• Differences in short-term and long-term market interest rate changes
• The remaining maturity of various assets or liabilities may shorten or lengthen as interest rates change
Our ALCO, which is composed of our executive officers and certain other members of management, monitors interest rate risk on an ongoing basis in accordance with policies approved by our Board of Directors. The ALCO reviews interest rate positions and considers the impact projected interest rate scenarios have on earnings, capital, liquidity, business strategies, and other factors. However, Management has the latitude to change interest rate positions within certain limits if, in Management's judgment, the change will enhance profitability or minimize risk.
To assess and manage interest rate risk, sensitivity analysis is used to determine the impact on earnings and the net market value of the balance sheet across various interest rate scenarios, balance sheet trends, and strategies.
Net interest income sensitivity
Management uses a simulation model to analyze the sensitivity of net interest income to changes in interest rates across various interest rate scenarios which demonstrates the level of interest rate risk inherent in the existing balance sheet. The analysis holds the current balance sheet values constant and does not take into account management intervention. In addition, we assume certain correlation rates, often referred to as a “deposit beta”, for non-maturity interest-bearing deposits, wherein the rates paid to customers change relative to changes in benchmark interest rates. The effect on net interest income over a 12-month time horizon due to hypothetical changes in market interest rates is presented in the table below. In this interest rate shock simulation, as of the periods presented, interest rates have been adjusted by instantaneous parallel changes rather than in a ramp simulation which applies interest rate changes over time. All rates, short-term and long-term, are changed by the same amount (e.g. plus 100 basis points) resulting in the shape of the yield curve remaining unchanged.
December 31, 2021
Scenario
Net Interest Income
$ Change
% Change
(Dollars in millions)
Constant
December 31, 2020
Scenario
Net Interest Income
$ Change
% Change
(Dollars in millions)
Constant
In the net interest income simulations, our balance sheet exhibits asset sensitivity. When interest rates rise, our net interest income increases. Conversely, when interest rates fall, our net interest income decreases.
The net interest income sensitivity analysis has certain limitations and makes various assumptions. Key elements of this interest rate risk exposure assessment include maintaining a static balance sheet and parallel rate shocks. Future interest rates not moving in a parallel manner across the yield curve, how the balance sheet will respond and shift based on a change in future interest rates, the impact of interest rate floors on certain of our commercial loans and how the Company will respond are not included in this analysis and limit the predictive value of these scenarios.
Economic value of equity
Management also utilizes EVE, a point in time analysis of the economic value of our current balance sheet position, which measures interest rate risk over a longer term. The EVE calculation represents a hypothetical valuation of equity, and is defined as the market value of assets, less the market value of liabilities, adjusted for the market value of off-balance sheet instruments. The assessment of both the short-term earnings (Net Interest Income Sensitivity) and long-term valuation (EVE) approaches, rather than Net Interest Income Sensitivity alone provides a more comprehensive analysis of interest rate risk exposure.
There are assumptions and inherent limitations in any methodology used to estimate the exposure to changes in market interest rates and as such, sensitivity calculations used in this analysis are hypothetical and should not be considered to be predictive of future results. This analysis evaluates risks to the current balance sheet only and does not incorporate future growth assumptions. Additionally, the analysis assumes interest rate changes are instantaneous and the new rate environment is constant but does not include actions Management may undertake to manage risk in response to interest rate changes. Each rate scenario reflects unique prepayment and repricing assumptions. Management derives these assumptions by considering published market prepayment expectations, repricing characteristics, our historical experience, and our asset and liability management strategy. This analysis assumes that changes in interest rates may not affect or could partially affect certain instruments based on their characteristics.
The following table is a summary of the changes in our EVE that are projected to result from hypothetical changes in market interest rates as well as our internal policy limits for changes in our EVE based on the different scenarios. The interest rates, as of the dates presented, are adjusted by instantaneous parallel rate increases and decreases as indicated in the scenarios shown in the table below.
December 31, 2021
December 31, 2020
Scenario
EVE
EVE%
$ Change
% Change
Scenario
EVE
EVE%
$ Change
% Change
Policy Limits
(Dollars in millions)
Current
Current
Our balance sheet exhibits asset sensitivity in various interest rate scenarios. The increase in EVE as rates raise is the result of the amount of assets that would be expected to reprice exceeding the amount of liabilities repriced. This increased as of December 31, 2021 compared to December 31, 2020 due to the addition of pay fixed interest rate swaps. At December 31, 2021 and December 31, 2020, for each scenario shown, the percentage change in our EVE is within our Board policy limits.
Derivative financial instruments
As a part of our risk management strategy, we use derivative financial instruments to minimize fluctuation in earnings caused by market risk. We use forward sales commitments to hedge our unclosed mortgage closing pipeline and funded mortgage LHFS. All of our derivatives and mortgage loan production originated for sale are accounted for at fair market value. Changes to our unclosed mortgage closing pipeline are based on changes in fair value of the underlying loan, which is impacted most significantly by changes in interest rates and changes in the probability that the loan will not fund within the terms of the commitment, referred to as a fallout factor or, inversely, a pull-through rate. Market risk on interest rate lock commitments and mortgage LHFS is managed using corresponding forward sale commitments. The adequacy of these hedging strategies, and the ability to fully or partially hedge market risk, rely on various assumptions or projections, including a fallout factor, which is based on a statistical analysis of our actual rate lock fallout history. For further information, see Note 11 - Derivative Financial Instruments and Note 20 - Fair Value Measurements.
Mortgage Servicing Rights (MSRs)
Our MSRs are sensitive to changes in interest rates and are highly susceptible to prepayment risk, basis risk, market volatility and changes in the shape of the yield curve. We utilize derivatives, including interest rate swaps and swaptions, as part of our overall hedging strategy to manage the impact of changes in the fair value of the MSRs, however these risk management strategies do not completely eliminate all risk. Our hedging strategies rely on assumptions and projections regarding assets and general market factors, many of which are outside of our control. For further information, see Note 10 - Mortgage Servicing Rights and Note 11 - Derivative Financial Instruments.
For the Years Ended December 31,
(Dollars in millions)
Net return on mortgage servicing rights
Servicing fees, ancillary income and late fees (1)
Decrease in MSR fair value due to pay-offs, pay-downs, run-off, model changes, and other
Changes in fair value
Gain (loss) on MSR derivatives (2)
Net transaction costs from sales
Total return included from net return on mortgage servicing rights
(1) Servicing fees are recorded on an accrual basis. Ancillary income and late fees are recorded on a cash basis.
(2) Changes in the derivatives used to hedge the fair value of the MSRs.
Liquidity Risk
Liquidity risk is the risk that we will not have sufficient funds, at a reasonable cost, to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects the ability to, at a reasonable cost, meet loan demand, to accommodate possible outflows in deposits and to take advantage of interest rate and market opportunities. The ability of a financial institution to meet current financial obligations is a function of the balance sheet structure, the ability to liquidate assets, and access to various sources of funds.
Parent Company Liquidity
The Company currently obtains its liquidity primarily from dividends from the Bank. The primary uses of the Company's liquidity are debt service, operating expenses and the payment of cash dividends to shareholders. The Company holds $150 million of subordinated debt which is scheduled to mature on November 1, 2030. During 2021, the Bank remitted a total of $225 million in dividend payments to the Company and at December 31, 2021, the Company held $213.2 million of cash on deposit at the Bank, which is sufficient to cover cash outflows needed to service the subordinated debt, pay dividends and cover the operating expense of the Company.
The OCC and the FRB regulate all capital distributions made by the Bank, directly or indirectly, to the holding company, including dividend payments. Whether an application or notice is required is based on a number of factors including whether the institution qualifies for expedited treatment under the OCC rules and regulations or if the total amount of all capital distributions (including each proposed capital distribution) for the applicable calendar year exceeds net income for that year to date plus the retained net income for the preceding two years, or the Bank would not be at least adequately capitalized following the dividend. Additional restrictions on dividends apply if the Bank fails the QTL test for more than three out of the prior twelve months. As of December 31, 2021, the Bank is in compliance with the QTL test, having qualified assets above the 65 percent requirement in each of the twelve prior months. As of December 31, 2021, the Bank is able to pay dividends to the holding company of approximately $387 million without submitting an application to the OCC and remain well capitalized.
Bank Liquidity
Our primary sources of funding are deposits from retail and government customers, custodial deposits related to loans we service and FHLB borrowings. We use the FHLB of Indianapolis as a significant source for funding our residential mortgage origination business due to the flexibility in terms which allows us to borrow or repay borrowings as daily cash needs require. The amount we can borrow, or the value we receive for the assets pledged to our liquidity providers, varies based on the amount and type of pledged collateral, as well as the perceived market value of the assets and the "haircut" of the market
value of the assets. That value is sensitive to the pricing and policies of our liquidity providers and can change with little or no notice.
Further, other sources of liquidity include our LHFS portfolio and unencumbered investment securities. We primarily originate agency-eligible LHFS and therefore the majority of new residential first mortgage loan closings are readily convertible to cash, either by selling them as part of our monthly agency sales, RMBS, private party whole loan sales, or by pledging them to the FHLB and borrowing against them. In addition, we have the ability to sell unencumbered investment securities or use them as collateral. At December 31, 2021, we had $0.3 billion of advances outstanding and an additional $3.8 billion of collateralized borrowing capacity available at the FHLB.
Our primary measure of liquidity is a ratio of ready liquidity to volatile funding, the volatile funds coverage ratio (“VFCR”). The VFCR is a liquidity coverage ratio that is customized to our business and ensures we have adequate coverage to meet our liquidity needs during times of liquidity stress. Volatile funds are the portion of the Bank’s funding identified as being at a higher risk of runoff in times of stress. Ready liquidity consists of cash on reserve at the Federal Reserve and unused borrowing capacity provided by the loan and investments portfolios. The VFCR is calculated, reported, and forecasted daily as part of our liquidity management framework and as of December 31, 2021 was 145.1 percent and in compliance with our board policy limit of 90 percent.
Our liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. We balance the liquidity of our loan assets to our available funding sources. Our LHFI portfolio is funded with stable core deposits whereas our warehouse loans and LHFS may be funded with FHLB borrowings and custodial deposits. Warehouse loans are typically more liquid than other loan assets, as loans are paid within a short amount of time, when the lender sells the loan to an outside investor or, in some instances, to the Bank. As not all asset categories require the same level of liquidity, our loan-to-deposit ratio shows how we manage our liquidity position, how much liquidity we have and the agility of our balance sheet. The Company's average HFI loan-to-deposit ratio was 70.5 percent for the twelve months ended December 31, 2021. Excluding warehouse loans, which have draws that typically pay off within a few weeks, and custodial deposits, which represent mortgage escrow accounts on deposit with the Bank, the average adjusted HFI loan-to-deposit ratio was 62.8 percent for the twelve months ended December 31, 2021.
As governed and defined by our policy, we maintain adequate excess liquidity levels appropriate to cover unanticipated liquidity needs. In addition to this liquidity, we also maintain targeted minimum levels of unused borrowing capacity as another cushion against unexpected liquidity needs. Each business day, we forecast 90 days of daily cash needs. This allows us to determine our projected near term daily cash fluctuations and also to plan and adjust, if necessary, future activities. As a result, in an adverse environment, we believe we would be able to make adjustments to operations as required to meet the liquidity needs of our business, including adjusting deposit rates to increase deposits, planning for additional FHLB borrowings, accelerating sales of LHFS (agencies and/or private), selling LHFI or investment securities, borrowing through the use of repurchase agreements, reducing closings, making changes to warehouse funding facilities, or borrowing from the discount window.
The following table presents primary sources of funding as of the dates indicated:
December 31, 2021
December 31, 2020
Change
(Dollars in millions)
Retail deposits
Government deposits
Wholesale deposits
Custodial deposits
Total deposits
FHLB advances and other short-term debt
Other long-term debt
Total borrowed funds
Total funding
The following table presents our borrowing capacity as of the dates indicated:
December 31, 2021
December 31, 2020
Change
(Dollars in millions)
Federal Home Loan Bank
Line of credit
Collateralized borrowing capacity
Total unused borrowing capacity
FRB discount window
Collateralized borrowing capacity
Unencumbered investment securities
Agency - Commercial (1)
Agency - Residential (1)
Municipal obligations
Corporate debt obligations
Other
Total unencumbered investment securities
Total borrowing capacity
(1) These are not currently pledged to the FHLB but are eligible to be pledged, at our discretion.
Deposits
The following table presents the composition of our deposits:
At December 31,
Change
Balance
% of Deposits
Balance
% of Deposits
Balance
% of Deposits
(Dollars in millions)
Retail deposits
Branch retail deposits
Savings accounts
Demand deposit accounts
Certificates of deposit/CDARS (1)
Money market demand accounts
Total branch retail deposits
Commercial deposits (2)
Demand deposit accounts
Savings accounts
Money market demand accounts
Total commercial deposits
Total retail deposits
Government deposits
Savings accounts
Demand deposit accounts
Certificates of deposit/CDARS (1)
Money market demand accounts
Total government deposits
Custodial deposits (3)
Wholesale deposits
Total deposits (4)
(1) The aggregate amount of CD with a minimum denomination of $100,000 was approximately $1.2 billion, $1.3 billion, and $1.7 billion at December 31, 2021, December 31, 2020, and December 31, 2019 respectively.
(2) Contains deposits from commercial and business banking customers.
(3) Represents investor custodial accounts and escrows controlled by us in connection with loans serviced or subserviced for others and that have been placed on deposit with the Bank.
(4) Total exposure related to uninsured deposits over $250,000 was approximately $5.6 billion and $5.9 billion at December 31, 2021 and December 31, 2020, respectively. For further information, see Note 12 - Deposit Accounts.
Total deposits decreased $2.0 billion, or 9.8 percent, at December 31, 2021, compared to December 31, 2020, primarily driven by a decrease in custodial deposits of $2.6 billion primarily driven by a reduction in mortgage refinance activity partially offset by higher retail and government deposits supported by higher average customer balances.
We utilize local governmental agencies and other public units as an additional source for deposit funding. At December 31, 2021, we were required to hold collateral for certain Michigan, California, Indiana, Wisconsin and Ohio government deposits based on a variety of factors including, but not limited to, the size of individual deposits and FDIC limits. At December 31, 2021, required collateral held on government deposits was $0.2 billion. At December 31, 2021, government deposit accounts included $0.6 billion of certificates of deposit with maturities typically less than one year and $1.4 billion of checking and savings accounts.
Custodial deposits arise due to our servicing or subservicing of loans for others and represent the portion of the investor custodial accounts on deposit with the Bank. For certain subservice agreements, we give a LIBOR-based fee credit to the MSR owner who controls the custodial deposit against subservicing income. This cost is a component of net loan administration income.
We participate in the CDARS program, through which certain customer CDs are exchanged for CDs of similar amounts from other participating banks and customers may receive FDIC insurance up to $50 million. This program helps the
Bank secure larger deposits and attract and retain customers. At December 31, 2021, we had $115 million of total CDs enrolled in the CDARS program, a decrease of $9 million from December 31, 2020.
FHLB Advances
The FHLB provides loans, also referred to as advances, on a fully collateralized basis, to savings banks and other member financial institutions. We are required to maintain a minimum amount of qualifying collateral securing FHLB advances. In the event of default, the FHLB advance is similar to a secured borrowing, whereby the FHLB has the right to sell the pledged collateral to settle the fair value of the outstanding advances.
We rely upon advances from the FHLB as a source of funding for the closing or purchase of loans for sale in the secondary market and for providing duration specific short-term and long-term financing. The outstanding balance of FHLB advances fluctuates from time to time depending on our current inventory of mortgage LHFS and the availability of lower cost funding sources. Our portfolio includes short-term fixed rate advances and long-term fixed rate advances.
We are currently authorized through a resolution of our Board of Directors to apply for advances from the FHLB using approved loan types as collateral, which includes residential first mortgage loans, HELOC, CRE loans and investment securities. As of December 31, 2021, our Board of Directors authorized and approved a line of credit with the FHLB of up to $10.0 billion, which is further limited based on our total assets and qualified collateral, as determined by the FHLB. At December 31, 2021, we had $3.0 billion of advances outstanding and an additional $3.8 billion of collateralized borrowing capacity available at the FHLB.
Federal Reserve Discount Window
We have arrangements with the FRB of Chicago to borrow from its discount window. The discount window is a borrowing facility that we may utilize for short-term liquidity needs arising from special or unusual circumstances. The amount we are allowed to borrow is based on the lendable value of the collateral that we provide. To collateralize the line, we pledge investment securities and loans that are eligible based on FRB of Chicago guidelines.
At December 31, 2021, we pledged collateral, which included commercial loans, municipal bonds, and agency bonds, to the FRB of Chicago amounting to $2.3 billion with a lendable value of $1.7 billion. At December 31, 2020, we pledged collateral to the FRB of Chicago amounting to $1.9 billion with a lendable value of $1.4 billion. We do not typically utilize this available funding source, and at December 31, 2021 and December 31, 2020, we had no borrowings outstanding against this line of credit.
Other Unsecured Borrowings
We have access to overnight federal funds purchased lines with other Federal Reserve member institutions. We utilize this source of funding for short-term liquidity needs, depending on the availability and cost of our other funding sources. At December 31, 2021, we had $280 million of borrowings outstanding under this source of funding. Additional borrowing capacity under this and other sources of funding can vary depending on market conditions.
Debt
As part of our overall capital strategy, we previously raised capital through the issuance of junior subordinated notes to our special purpose trusts formed for the offerings, which issued Tier 1 qualifying preferred stock ("trust preferred securities"). The trust preferred securities are callable by us at any time. Interest is payable on a quarterly basis; however, we may defer interest payments for up to 20 quarters without default or penalty. At December 31, 2021, we are current on all interest payments. Additionally, we have $150 million of subordinated debt (the "Notes"), which matures on November 1, 2030.
For further information, see Note 13 - Borrowings.
Contractual Obligations
We have various financial obligations, some of which are contractual obligations, which require future cash payments. For further information on each item, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards, Note 9 - Premises and Equipment, Note 12 - Deposit Accounts and Note 13 - Borrowings.
The following table summarizes contractual obligations at December 31, 2021, and the future periods in which the obligations are expected to be settled in cash:
Less than 1 Year
1-3 Years
3-5 Years
More than 5 Years
Total
(Dollars in millions)
Deposits without stated maturities
Short-term FHLB advances and other borrowings
Certificates of deposits
Long-term FHLB advances
Subordinated debt
Trust preferred securities
Operating leases
Other (1)
Total
(1) Includes contracts with vendors and commitments to various limited partnerships including those that invest in housing projects qualifying for the low income housing tax credit.
Operational Risk
Operational risk is the risk to current or projected financial condition and resilience arising from inadequate or failed internal processes or systems, human errors or misconduct, or adverse external events which may include vendor failures, fraudulent activities, disasters, and security risks. We continuously strive to adapt our system of internal controls to ensure compliance with laws, rules, and regulations, and to improve the oversight of our operational risk.
We evaluate internal systems, processes and controls to identify potential vulnerabilities and mitigate potential loss from cyber-attacks. The goal of this framework is to implement effective operational risk techniques and strategies, minimize operational and fraud losses, and enhance our overall performance.
Loans with Government Guarantees
Substantially all our LGG continue to be insured or guaranteed by the FHA or the U.S. Department of Veterans Affairs ("VA"). In the event of a government guaranteed loan borrower default, the Bank has a unilateral option to repurchase loans sold to GNMA if the loan is due, but unpaid, for three consecutive months (typically referred to as 90 days past due) and can recover losses through a claims process from the guarantor. Nonperforming repurchased loans in this portfolio earn interest at a rate based upon the 10-year U.S. Treasury note rate from the time the underlying loan becomes 60 days delinquent until the loan is conveyed to HUD (if foreclosure timelines are met), which is not paid by the FHA until claimed. Additionally, if the Bank cures the loan, it can be resold to GNMA, usually at a gain. If not, the Bank can begin the process of collecting the government guarantee by filing a claim in accordance with established guidelines. Certain loans within our portfolio may be subject to indemnifications and insurance limits which expose us to limited credit risk.
Additional expenses or charges may arise on LGG due to VA loan insurance limits and FHA property foreclosure and preservation requirements that may result in a loss in excess of all, or part of, the guarantee. During the year-ended December 31, 2021, we had less than $2.7 million in net charge-offs related to LGG and have reserved for the remaining risks within other assets and as a component of our ALLL on residential first mortgages.
Our LGG portfolio totaled $1.7 billion at December 31, 2021, as compared to $2.5 billion at December 31, 2020. GNMA has granted borrowers with an option to seek forbearances on their mortgage repayments. $0.2 billion of GNMA loans are in forbearance as of December 31, 2021. When a GNMA loan is due, but unpaid, for three consecutive months (typically referred to as 90 days past due) the loan is required to be re-recognized on the balance sheet by the MSR owner. These loans are recorded in LGG, and the liability to repurchase the loans is recorded in loans with government guarantees repurchase liability on the Consolidated Statements of Financial Condition. This resulted in $0.2 billion of repurchase liability as of December 31, 2021, a $1.7 billion decrease from December 31, 2020 due to a lower amount of loans being in active forbearance.
For further information, see Note 5 - Loans with Government Guarantees and the Credit Risk - Payment Deferrals section of the MD&A.
Regulatory Risks
Department of Justice Settlement Agreement
On February 24, 2012, the Bank entered into a Settlement Agreement with the DOJ (the "Settlement Agreement") under which we agreed to make future payments totaling $118 million in annual increments of up to $25 million upon meeting certain conditions. On March 30, 2021, the Bank signed a Settlement and Dismissal Amendment (the "Amendment") with the DOJ. Under the Amendment we agreed to make a $70 million one-time restitution cash payment and removed any further obligations related to the original Settlement Agreement. We recorded a $35 million expense to adjust the fair value of the DOJ Liability through other noninterest expense in the first quarter of 2021 which brought the fair value of the DOJ Liability to $70 million as of March 31, 2021, consistent with the Amendment. The final payment was made on April 8, 2021. For further information on the fair value of the liability, see Note 20 - Fair Value Measurements.
Representation and Warranty Reserve
When we sell mortgage loans, we make customary representations and warranties to the purchasers, including sponsored securitization trusts and their insurers (primarily Fannie Mae and Freddie Mac). An estimate of the fair value of the guarantee associated with the mortgage loans is recorded in other liabilities in the Consolidated Statements of Financial Condition, which was $4 million and $7 million at December 31, 2021 and December 31, 2020, respectively.
Capital
Management actively reviews and manages our capital position and strategy. We conduct quarterly capital stress tests and capital adequacy assessments which utilize internally defined scenarios. These analyses are designed to help Management and the Board better understand the integrated sensitivity of various risk exposures through quantifying the potential financial and capital impacts of hypothetical stressful events and scenarios. We make adjustments to our balance sheet composition taking into consideration potential business risks, regulatory requirements and the flexibility to support future growth. We prudently manage our capital position and work with our regulators to ensure that our capital levels are appropriate considering our risk profile.
The capital standards we are subject to include requirements contemplated by the Dodd-Frank Act as well as guidelines reached by Basel III. These risk-based capital adequacy guidelines are intended to measure capital adequacy with regard to a banking organization’s balance sheet, including off-balance sheet exposures such as unused portions of loan commitments, letters of credit, and recourse arrangements. Our capital ratios are maintained at levels in excess of those considered to be "well-capitalized" by regulators. Tier 1 leverage was 10.54 percent at December 31, 2021, providing a 554 basis point stress buffer above the minimum level needed to be considered “well-capitalized.” Additionally, total risk-based capital to RWA was 15.88 percent at December 31, 2021, providing a 588 basis point buffer above the minimum level needed to be considered "well-capitalized".
Dodd-Frank Act Section 171, commonly known as the Collins Amendment, established minimum Tier 1 leverage and risk-based capital requirements for insured depository institutions, depository institution holding companies, and non-bank financial companies that are supervised under the Federal Reserve. Under the amendment, certain hybrid securities, such as trust preferred securities, may be included in Tier 1 capital for bank holding companies that had total assets below $15 billion as of December 31, 2009. As we were below $15 billion in assets as of December 31, 2009, the trust preferred securities classified as long-term debt on our balance sheet will be included as Tier 1 capital, unless we complete an acquisition of a depository institution holding company or a depository institution and we report total assets greater than $15 billion in the quarter in which the acquisition occurs. Should that event occur, our trust preferred securities would be included in Tier 2 capital.
Regulatory Capital
The Bank and Flagstar are subject to the Basel III-based U.S. rules, including capital simplification in 2020.
On March 27, 2020, in response to COVID-19, U.S. banking regulators issued an interim final rule that allows banking organizations the option to delay the initial adoption impact of CECL on regulatory capital for two years followed by a three-year transition period. During the two-year delay we added back to CET1 capital 100 percent of the initial adoption impact of CECL plus 25 percent of the cumulative quarterly changes in the ACL (i.e., quarterly transitional amounts). After two years, starting on January 1, 2022, the quarterly transitional amounts along with the initial adoption impact of CECL will be phased out of CET1 capital over the three-year period.
For the period presented, the following table sets forth our capital ratios, as well as our excess capital over well-capitalized minimums.
Flagstar Bancorp
Actual
Well-Capitalized Under Prompt Corrective Action Provisions
Excess Capital Over Well-Capitalized Minimum
Amount
Ratio
Amount
Ratio
Amount
Ratio
(Dollars in millions)
December 31, 2021
Tier 1 leverage capital
(to adjusted avg. total assets)
Common equity Tier 1 capital (to RWA)
Tier 1 capital (to RWA)
Total capital (to RWA)
As presented in the table above, our constraining capital ratio is our total capital to risk weighted assets at 15.88 percent. It would take $1.1 billion after-tax losses, with the balance sheet remaining constant, for our total risk-based capital ratio to fall below the level considered to be "well-capitalized".
For additional information on our capital requirements, see Note 18 - Regulatory Capital.
Use of Non-GAAP Financial Measures
In addition to results presented in accordance with GAAP, this report includes certain non-GAAP financial measures. We believe these non-GAAP financial measures provide additional information that is useful to investors in helping to understand the underlying performance and trends of the Company.
Non-GAAP financial measures have inherent limitations, which are not required to be uniformly applied and are not audited. Readers should be aware of these limitations and should be cautious with respect to the use of such measures. To mitigate these limitations, we have practices in place to ensure that these measures are calculated using the appropriate GAAP or regulatory components in their entirety and to ensure that our performance is properly reflected to facilitate consistent period-to-period comparisons. Our method of calculating these non-GAAP measures may differ from methods used by other companies. Although we believe the non-GAAP financial measures disclosed in this report enhance investors' understanding of our business and performance, these non-GAAP measures should not be considered in isolation, or as a substitute for those financial measures prepared in accordance with GAAP. Where non-GAAP financial measures are used, the most directly comparable GAAP or regulatory financial measure, as well as the reconciliation to the most directly comparable GAAP or regulatory financial measure, can be found in this report.
Tangible book value per share, return on average tangible common equity, adjusted return on average tangible common equity, adjusted return on average assets, adjusted noninterest expense, adjusted provision for income taxes, adjusted net income, adjusted basic earnings per share, adjusted diluted earnings per share, adjusted net interest margin and adjusted efficiency ratio.
The Company believes that these non-GAAP financial measures provide a meaningful representation of its operating performance on an ongoing basis for investors, securities analysts, and others. Management uses these measures to assess performance of the Company against its peers and evaluate overall performance.
The following tables provide a reconciliation of non-GAAP financial measures.
At December 31,
(Dollars in millions)
Total stockholders' equity
Less: Goodwill and intangible assets
Tangible book value/Tangible common equity
Number of common shares outstanding
Tangible book value per share
Total Assets
Tangible common equity to asset ratio
At December 31,
(Dollars in millions, except share data)
Net income
Plus: Intangible asset amortization, net of tax
Tangible net income
Total average equity
Less: Average goodwill and intangible assets
Total average tangible equity
Return on average tangible common equity
Adjustment for merger / acquisition costs
Adjustment to remove DOJ settlement expense
Adjustment for former CEO SERP agreement
Adjusted return on average tangible common equity
Return on average assets
Adjustment to remove DOJ
Adjustment for former CEO SERP settlement agreement
Adjustment for merger costs
Adjusted return on average assets
Adjusted HFI loan-to-deposit ratio.
December 31, 2021
December 31, 2020
December 31, 2019
(Dollars in millions)
Average LHFI
Less: Average warehouse loans
Adjusted average LHFI
Average deposits
Less: Average custodial deposits
Adjusted average deposits
HFI loan-to-deposit ratio
Adjusted HFI loan-to-deposit ratio
For the Years Ended December 31,
(Dollars in millions)
Noninterest expense
Adjustment for merger / acquisition costs
Adjustment to remove DOJ settlement expense
Adjustment for former CEO SERP agreement
Adjusted noninterest expense
Income before income taxes
Adjustment to remove DOJ settlement expense
Adjustment for former CEO SERP agreement
Adjustment for merger costs
Adjusted income before income taxes
Provision for income taxes
Adjustment to remove DOJ settlement expense
Adjustment for former CEO SERP agreement
Adjustment for merger costs
Adjusted provision for income taxes
Net income
Adjusted net income
Weighted average common shares outstanding
Weighted average diluted common shares
Adjusted basic earnings per share
Adjusted diluted earnings per share
Average interest-earning assets
Net interest margin
Adjustment to LGG loans available for repurchase
Adjusted net interest margin
Efficiency Ratio
Adjustment for early extinguishment loss
Adjustment to remove DOJ settlement expense
Adjustment for former CEO SERP agreement
Adjustment for merger costs
Adjusted efficiency ratio
Accounting and Reporting Developments
Adoption of New Accounting Standards
For further information of recently issued accounting pronouncements and their expected impact on our Consolidated Financial Statements, see Note 1 - Description of Business, Basis of Presentation, and Summary of Significant Accounting Standards.
Critical Accounting Estimates
Various elements of our accounting policies, by their nature, are subject to estimation techniques, valuation assumptions and other subjective assessments. Certain accounting policies that, due to the judgment, estimates and assumptions are critical to an understanding of our Consolidated Financial Statements and the Notes, are described in Item 1. These policies relate to: (a) the determination of our ACL and (b) fair value measurements. We believe the judgment, estimates and assumptions used in the preparation of our Consolidated Financial Statements and the Notes are appropriate given the factual circumstances at the time. However, given the sensitivity of our Consolidated Financial Statements and the Notes to these critical accounting policies, the use of other judgments, estimates and assumptions could result in material differences in our results of operations and/or financial condition.
Allowance for Credit Losses
ASU 2016-13, Financial Instruments - Credit Losses (Topic 326), requires financial assets to be presented at the net amount expected to be collected (i.e. net of expected lifetime credit losses). In addition, the standard requires a reserve to be recorded for expected lifetime credit losses on our unfunded commitments. Therefore, we record ALLL on relevant financial assets and a reserve for unfunded commitments on our Consolidated Statements of Financial Condition, collectively referred to as the ACL.
The ACL is impacted by changes in asset quality of the portfolio, including but not limited to increases in risk rating changes in our commercial portfolio, borrower delinquencies, changes in FICO scores or changes in LTVs in our consumer portfolio. In addition, while we have incorporated our forecasted impact of COVID-19 into our ACL, the ultimate impact of COVID-19 is still uncertain, including how long economic activity will be impacted and what effect the unprecedented levels of government fiscal and monetary actions will have on the economy and our credit losses.
Specifically identified component
The specifically identified component of the ACL related to performing TDR loans is generally measured as the difference between the recorded investment in the specific loan and the present value of the cash flows expected to be collected, discounted at the loan’s original effective interest rate. Estimating the timing and amounts of future cash flow projections is highly judgmental and based upon assumptions including default rates, prepayment probability and loss severities. All of these estimates and assumptions require significant management judgment and certain assumptions are highly subjective.
Specifically identified collateral dependent NPL loans are generally measured as the difference between the recorded investment in the impaired loan and the underlying collateral value less estimated costs to sell. These estimates are dependent on third-party property valuations which may be influenced by factors such as the current and future level of home prices, the duration of current overall economic conditions, and other macroeconomic and portfolio-specific factors.
Model-based component
The model-based component of the ACL (the "General Allowance") is calculated on our non-impaired consumer and commercial LHFI portfolio by segmenting the portfolio based upon common risk characteristics. The general allowance is determined using dual risk rating models which use probability of default, loss given default and exposure at default. These models incorporate macroeconomic forecast scenarios applied over a reasonable and supportable forecast period. After this forecast period, we revert on a straight-line basis over a 1-year period to historical averages which are utilized for the remaining contractual life, adjusted for expected prepayments and borrower controlled extension options. The macroeconomic scenarios include variables that, based on historical analysis, have been key drivers of increases and decreases in credit losses. These variables include, but are not limited to, unemployment rates, real estate prices, and gross domestic product levels. The scenarios that are chosen each quarter and the amount of weighting given to each scenario may be adjusted based on our judgment when considering a variety of factors including the stability of the current economy and recent economic events.
Qualitative adjustments
The specifically identified component analysis and the output of the model provide a reasonable starting point for our analysis, but do not, by themselves, form a sufficient basis to determine the appropriate level for the ACL. We therefore consider the qualitative factors that are likely to cause the ACL associated with our existing portfolio to differ from the output of the model. The most significant qualitative factors considered include changes in economic and business conditions, changes in nature and volume of portfolio and changes in the volume and severity of past due loans. The application of different inputs
into the model calculation and the assumptions used by Management to adjust the model calculation are subject to significant management judgment and may result in actual credit losses that differ from the originally estimated amounts.
As described above, the process to determine the ACL requires numerous estimates and assumptions, some of which require a high degree of judgment and are often interrelated. Changes in the estimates and assumptions can result in significant changes in the ACL. Our process for determining the ACL is further discussed in the Credit Risk section of the MD&A and Note 4 - Loans Held for Investment.
Fair Value Measurements
Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is based on quoted market prices in an active market, or if market prices are not available, is estimated using models employing techniques such as matrix pricing or discounting expected cash flows.
The significant assumptions used in the models are independently verified against observable market data where possible. Where observable market data is not available, the estimate of fair value becomes more subjective and involves a high degree of judgment. In this circumstance, fair value is estimated based on our judgment regarding the value that market participants would assign to the asset or liability. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability. Additionally, there are inherent limitations to any valuation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future values.
A portion of our assets and liabilities are carried at fair value on the Consolidated Statements of Financial Condition. The majority of these assets and liabilities are measured at fair value on a recurring basis, however, certain assets are measured at fair value on a nonrecurring basis based on the fair value of the underlying collateral.
For further information regarding the valuation of our financial instruments, including those that utilize unobservable inputs, see the Notes to the Consolidated Financial Statements.
