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Section 1: 11-K (11-K)

Document

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 11-K

Mark One
 
 
 
þ
 
ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2018

OR
 
 
 
o
 
TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Commission File No.: 001-16577

A.
 
Full title of the plan and the address of the plan, if different from that of the issuer named below:
Flagstar Bank 401(k) Plan

B.
 
Name of issuer of the securities held pursuant to the plan and the address of its principal executive office:


398380320_flagstarbancorpa10.jpg
5151 Corporate Drive
Troy, MI 48098








TABLE OF CONTENTS
 
 
 
 
 
 
Financial Statements
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Note: All other schedules required by Section 2520.103-10 of The Department of Labor Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974 have been omitted because they are not applicable.




REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Participants and Administrator of
Flagstar Bank 401(k) Plan

Opinion on the Financial Statements

We have audited the accompanying statements of net assets available for benefits of Flagstar Bank 401(k) Plan (the "Plan") as of December 31, 2018 and 2017, and the related statements of changes in net assets available for benefits for the years then ended, and the related notes (collectively referred to as the "financial statements"). In our opinion, the financial statements present fairly, in all material respects, the net assets available for benefits of the Plan as of December 31, 2018 and 2017, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States of America.

Basis for Opinion

These financial statements are the responsibility of the Plan's management. Our responsibility is to express an opinion on the Plan's financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Plan in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.

Supplemental Information

The 5500, Schedule H, Part IV, line 4(i) - Schedule of Assets (Held at End of Year) as of December 31, 2018 has been subjected to audit procedures performed in conjunction with the audit of the Plan’s financial statements. The supplemental information is the responsibility of the Plan’s management. Our audit procedures included determining whether the supplemental information reconciles to the financial statements or the underlying accounting and other records, as applicable, and performing procedures to test the completeness and accuracy of the information presented in the supplemental information. In forming our opinion on the supplemental information, we evaluated whether the supplemental information, including its form and content, is presented in conformity with the Department of Labor’s Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. In our opinion, the supplemental information is fairly stated, in all material respects, in relation to the financial statements as a whole.



/s/ Baker Tilly Virchow Krause, LLP
We have served as the Plan's auditor since 2006.

Southfield, Michigan
June 18, 2019


1


Flagstar Bank 401(k) Plan
Statements of Net Assets Available for Benefits

 
 
December 31,
 
 
2018
 
2017
Assets
 
 
 
 
Investments, at fair value
 
$
201,397,011

 
$
196,408,198

Receivables
 
 
 
 
Notes receivable from participants
 
4,835,056

 
4,207,398

Other
 
257

 
184

Total receivables
 
4,835,313


4,207,582

Net assets available for benefits
 
$
206,232,324


$
200,615,780


The accompanying notes are an integral part of these statements.


2


Flagstar Bank 401(k) Plan
Statements of Changes in Net Assets Available for Benefits

 
 
Years Ended December 31,
 
 
2018
 
2017
Income:
 
 
 
 
Net realized and unrealized appreciation (depreciation) in fair value of investments
 
$
(30,109,690
)
 
$
22,328,978

Interest
 
46,648

 
34,187

Dividends
 
14,505,966

 
9,031,172

Total investment income (loss)
 
(15,557,076
)
 
31,394,337

Interest income on notes receivable from participants
 
231,434

 
169,062

Contributions:
 
 
 
 
Participant
 
21,972,259

 
18,580,539

Company
 
7,027,192

 
5,373,793

Rollovers
 
9,847,297

 
9,098,111

Total contributions
 
38,846,748

 
33,052,443

Other income
 
100,069

 
30,000

Total additions
 
23,621,175

 
64,645,842

Deductions:
 
 
 
 
Participant benefits paid / deemed distributions
 
17,846,695

 
10,831,425

Administrative fees
 
157,936

 
80,266

Total deductions
 
18,004,631

 
10,911,691

Net increase in assets available for benefits
 
5,616,544

 
53,734,151

Net assets available for benefits:
 
 
 
 
Beginning of year
 
200,615,780

 
146,881,629

End of year
 
$
206,232,324

 
$
200,615,780


The accompanying notes are an integral part of these statements.





3



Flagstar Bank 401(k) Plan
Notes to Financial Statements
December 31, 2018 and 2017

Note 1 — Description of Plan

The following description of the Flagstar Bank 401(k) Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan’s provisions.

General

The Plan is a defined contribution plan available to all employees of Flagstar Bancorp, Inc. (the "Company") who have met the service eligibility requirements, as defined in the Plan document. This includes employees in connection with the partial acquisition of Wells Fargo effective November 30, 2018.

Contributions

As defined in the Plan document, eligible employees may contribute up to 60 percent of their eligible compensation to the Plan in 2018 and 2017, not to exceed the annual Internal Revenue Service ("IRS") dollar limitation of $18,500 and $18,000 for 2018 and 2017. Participants who are age 50 or over at the end of the calendar year, were also able to make additional contributions of up to $6,000 for both years ended December 31, 2018 and 2017. Certain participants were also able to contribute amounts representing rollover contributions from other qualified defined benefit or defined contribution plans. The Plan was amended as of January 1, 2018, to adjust the non-discretionary matching contribution in an amount equal to 50 percent of qualified earnings contributed by the participant to the Plan, subject to the maximum of six percent of the participant's eligible compensation contributed to the Plan. Prior to the effective date of the amendment, matching contributions were subject to a maximum of five percent of the participant's eligible compensation contributed to the Plan. The Company has honored, as part of the purchase agreement, to allow participants included within the Wells Fargo partial acquisition to continue to receive a flat percentage match of 100 percent subject to the maximum of six percent of the participant's eligible compensation contributed to the Plan. The Company made $7,027,192 and $5,373,793 of non-discretionary matching contributions to the Plan in 2018 and 2017, respectively. The Company may also make discretionary contributions to the Plan. No discretionary contributions were made in 2018 and 2017. All contributions are invested in accordance with the participant’s directive.

Effective January 1, 2019, the Plan was amended to adjust the non-discretionary matching contribution to an amount equal to 100 percent of the first 1 percent of qualified earnings contributed, plus 50 percent of the next five percent of qualified earnings contributed by the participant to the Plan, subject to the maximum of six percent of the participant's eligible compensation contributed to the Plan.

Vesting

Participants are immediately vested in their voluntary contributions and related earnings. The Plan was amended as of April 29, 2016, to a three-year graded vesting schedule for employer provided contributions which provides 33 percent vesting credit after one year of credited service, 66 percent vesting credit after two years of credited service, and 100 percent vesting credit after three years of credited service for participants who were actively employed as of April 29, 2016 or thereafter. Plan participants whose employment terminated on or before April 28, 2016 are subject to the five-year graded vesting schedule for employer provided contributions and receive 20 percent credit for each year employed by the Company. The Company has honored the agreement to allow participants included in the Wells Fargo partial acquisition to receive 100 percent vesting on all employer provided contributions

Participant accounts

Individual accounts are maintained for each of the Plan’s participants. Each participant’s account is credited with the participant’s contributions, the Company contributions made on the participant’s behalf and an allocation of the Plan's earnings based on the participant’s share of net earnings or losses of their respective elected investment options. A participant is entitled to the benefit in the participant’s vested account.


4



Notes receivable from participants

Notes receivable from participants ("loans") are permitted by the Plan. Participants may borrow a minimum of $1,000 up to the lesser of $50,000 or 50 percent of the participant’s vested account balance, reduced by the highest outstanding loan balance in the preceding 12 months. All loans bear a rate of interest based upon the prime rate at the time the loan is issued, plus 1 percent. A participant may continue to contribute to the Plan while they have an outstanding loan balance. Loans are classified as notes receivable from participants, segregated from plan investments and recorded as unpaid principal balance plus any accrued but unpaid interest. Loans are repaid in level payments through after-tax payroll deductions over a five-year period, or up to 10 years where the loan was used for the purchase of a primary residence. Payments are applied to the outstanding unpaid principal and accrued interest balance and subsequently reinvested in the investment funds elected for current contributions. Upon default or death, loans must be repaid or rolled over within 60 days, or a taxable distribution will be declared. The Plan was amended April 29, 2016, to allow participants who terminate employment to continue to repay their loan under the same terms as described above. Other loan provisions may apply as defined by the Plan document.

Investment options

Upon enrollment in the Plan, a participant may direct contributions in one percent increments in any of the available investment options. Participants may change their designation daily.

Payment of benefits

Upon termination of employment, retirement, attainment of age 59-1/2, death or disability, the participant or their beneficiaries are entitled to receive a distribution or rollover to an IRA or other eligible plan in a single lump sum amount equal to the vested amount of their account. A participant may also receive a distribution of his or her vested account balance in the case of financial hardship, subject to the Internal Revenue Service regulations.

Forfeitures

If a participant terminates employment, any non-vested Company provided portion of the participant’s account may be forfeited. Forfeitures occur in the year of distribution of the vested account, or if there is no distribution, after five consecutive one-year breaks in service. Forfeitures are applied to plan expenses and any amounts remaining are then used to reduce the contributions of the Company. The unapplied balance of forfeited non-vested accounts was $192,514 and $47,283 at December 31, 2018 and 2017, respectively. During 2018, administrative expenses were reduced by $78,771 and employer contributions were reduced by $140,395 due to forfeitures. During 2017, administrative expenses were reduced by $15,609 and employer contributions were reduced by $148,870 due to forfeitures.

Administrative expenses

Administrative expenses include investment management service fees, recordkeeping, legal fees, and audit fees. The Company pays some of the Plan’s administrative expenses while certain investment management fees are deducted directly from investment income. Fees associated with loan distributions, withdrawals and investment transactions are paid by the participants.

Plan termination

Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time or to terminate the Plan, subject to provisions of the Internal Revenue Code ("IRC") and Employee Retirement Income Security Act of 1974 ("ERISA"). In the event of termination of the Plan, the net assets of the Plan shall be distributed to all participants to the extent of the value of each participant’s account after adjustment for liquidation expenses, which would not be paid by the Company. In the event of the Plan's termination, participants would become 100 percent vested in the Company contributions made on the participant's behalf.

Note 2 — Summary of Accounting Policies

A summary of the significant accounting polices consistently applied in the preparation of the accompanying financial statements follows:


5



Basis of accounting
    
The accompanying financial statements have been prepared using the accrual method of accounting in accordance with accounting principles generally accepted in the United States of America ("U.S. GAAP").

Use of estimates

The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates.

Investment valuation and income recognition

Investments are stated at fair value using the methods described in Note 3. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants at the measurement date.

Participants may elect to contribute to the Managed Income Portfolio, a common trust fund of the Fidelity Group Trust for the Plan (the "Managed Income Portfolio Fund").

Purchases and sales of securities are recorded on a trade-date basis. Realized gains and losses are reported based on the average cost of securities sold. Interest income is recorded on the accrual basis. Dividends are recorded on the ex-dividend date.

Payment of benefits

Benefits are recorded when they have been approved for payment and distributed by the Plan.

Notes receivable from participants

Notes receivable from participants are valued at their unpaid principal balance, plus any accrued but unpaid interest. Delinquent notes receivable from participants are recorded as distributions based on the terms of the Plan document. The Plan document states that any scheduled repayment that remains unpaid at the end of the cure period specified in the loan procedures will be considered delinquent, unless a waiver is granted for a participant who is on a leave of absence.

Recent accounting pronouncements

In August 2018, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update 2018-13, Disclosure Framework - Changes to the Disclosure Requirements for Fair Value Measurement ("ASU 2018-13"). ASU 2018-13 modifies the disclosure requirements for fair value measurements in Topic 820, Fair Value Measurement. The amendments are based on the concepts in the FASB Concepts Statement, Conceptual Framework for Financial Reporting- Chapter 8: Notes to Financial Statements, which the FASB finalized on August 28, 2018. ASU 2018-13 is effective for fiscal years beginning after December 15, 2019 and early adoption is permitted. Management does not expect ASU 2018-13 to have a material impact on the plan's financial statements.
Subsequent Events
There are no subsequent events requiring recognition or disclosure based upon management's evaluation through the filing date of this Form 11-K.

Note 3 — Fair Value Measurements    
U.S. GAAP establishes a three-level valuation hierarchy for disclosure of fair value measurements. The hierarchy is based on the transparency of the inputs used in the valuation process with the highest priority given to quoted prices available in active markets and the lowest priority to unobservable inputs where no active market exists, as discussed below.

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


6



Level 2 - Quoted prices for similar instruments in active markets, and other inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument; and

Level 3 - Unobservable inputs that reflect our own assumptions about the assumptions that market participants would use in pricing an asset or liability.

The following is a description of the valuation methodologies used by the Plan for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy. The Plan had no Level 2 or Level 3 investments as of December 31, 2018 and 2017.

Flagstar Bancorp, Inc. common stock. Valued at the closing price at year-end reported on the active market on which the security is traded and are therefore classified within the Level 1 valuation hierarchy.

Interest-bearing cash. Valued at cost and classified within Level 1 of the valuation hierarchy.

Mutual funds. All mutual funds held by the plan publish daily NAV values and are traded in active markets at this per share price and therefore are classified within the Level 1 hierarchy.

Money market funds. Money market funds are traded in active markets at their NAV per share and are classified within Level 1 of the valuation hierarchy. This fund publishes its daily NAV and transacts at that price. The money market fund is deemed to be actively traded.
    
Common collective trust fund. Unit value is determined as the sum of (a) the fair value of the investments in managed income portfolio fund and (b) the fair value of the fund's investments in externally managed collective investment funds as determined by those funds' trustees. The common collective trust fund represents deposits which guarantee a stated interest rate for the term of the contracts. Valued at the unit value, which is based on the aggregate current fair values of the underlying assets in relation to the total number of units outstanding. As this fund does not publish a daily NAV and is not actively traded at its unit value, we have utilized the unit value, or the equivalent of NAV as a practical expedient for estimating the fair value of this investment outside of the fair value hierarchy.

The following table presents the Plan’s investments carried at fair value by valuation hierarchy (as described above):
 
 
December 31, 2018
 
 
Level 1
 
Investments measured at NAV (1)
 
Total
Mutual funds
 
$
185,246,603

 
$

 
$
185,246,603

Money market funds
 
8,182,862

 

 
8,182,862

Flagstar Bancorp, Inc. common stock
 
4,613,189

 

 
4,613,189

Interest-bearing cash
 
131,961

 

 
131,961

Common collective trust fund
 

 
3,222,396

 
3,222,396

Investments, at fair value
 
$
198,174,615

 
$
3,222,396

 
$
201,397,011

 
 
 
 
 
 
 
 
 
December 31, 2017
 
 
Level 1
 
Investments measured at NAV (1)
 
Total
Mutual funds
 
$
180,320,094

 
$

 
$
180,320,094

Money market funds
 
5,961,667

 

 
5,961,667

Flagstar Bancorp, Inc. common stock
 
7,108,154

 

 
7,108,154

Interest-bearing cash
 
199,864

 

 
199,864

Common collective trust fund
 

 
2,818,419

 
2,818,419

Investments, at fair value
 
193,589,779

 
$
2,818,419

 
$
196,408,198

(1)
Investments measured at net asset value per share (or its equivalent) as a practical expedient have not been classified in the fair value hierarchy. The fair value amounts presented in this table are intended to permit reconciliation of the fair value hierarchy to the line items presented in the Statements of Net Assets Available for Benefits.


7



The following table summarizes investments for which fair value is measured using the NAV per share practical expedient. There are no participant redemption restrictions for these investments; the redemption notice period is applicable only to the Plan.
 
 
December 31, 2018
 
 
Fair Value
 
Unfunded Commitments
 
Redemption Frequency
 
Redemption Notice Period
Common collective trust fund
 
$
3,222,396

 
N/A
 
Daily
 
Up to 12 months

 
 
December 31, 2017
 
 
Fair Value
 
Unfunded Commitments
 
Redemption Frequency
 
Redemption Notice Period
Common collective trust fund
 
$
2,818,419

 
N/A
 
Daily
 
Up to 12 months

Note 4 — Parties-In-Interest and Related Parties

Parties-in-interest are defined under Department of Labor regulations as any fiduciary of the Plan, any party rendering service to the Plan, the employer and certain other parties.

Certain plan investments are shares of mutual funds managed by Fidelity Management Trust Company. Fidelity Management Trust Company is the trustee as defined by the Plan document and, therefore, those transactions qualify as party-in-interest transactions. Pursuant to the Plan document, the Company may pay a portion of the administrative fees of the Plan, at its discretion. Fees recognized by the Company amounted to an expense reduction of $59,327 and an expense of $19,384 for the years ended December 31, 2018 and 2017, respectively.

In addition, the Plan trades in the common stock of the Company. The Flagstar stock fund is frozen to new money. The Plan held 174,742 and 189,956 shares of Flagstar Bancorp, Inc. common stock as of December 31, 2018 and 2017, respectively. During 2018 and 2017, Flagstar Bancorp, Inc. did not declare or pay any common stock dividends. The Company has announced it plan to pay dividends beginning in 2019.
    
At times, the Plan receives a revenue credit from Fidelity Management Trust Company. A revenue credit program is a refund of a portion of the revenue Fidelity and other fund managers have received based on the funds participants have chosen. This credit is reflected in "other income" on the Statements of Changes in Net Assets Available for Benefits. Certain recordkeeping fees and other Plan fees are paid through the revenue credit program. For the years ended December 31, 2018 and 2017, $100,069 and $30,000 of other income was paid under this revenue credit program and was used to pay administrative expenses in 2018 and 2017, respectively.

Note 5 Tax Status
The Plan utilizes the volume submitter document offered by Fidelity Management Trust Company. Although the Plan itself has not obtained a determination letter from the IRS, the volume submitter plan has received a favorable opinion letter dated March 31, 2014 from the IRS. The Plan has been amended since receiving the opinion letter. The Plan administrator and the Company believe that the Plan, as amended, is designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, the Plan administrator and the Company believe that the Plan was qualified and the related trust was tax-exempt as of December 31, 2018. Therefore, no provision for income taxes is included in the Plan’s financial statements. Participants are generally subject to income taxes when contributions and earnings are distributed as benefits from the Plan.
U.S. GAAP requires the Plan administrator to evaluate tax positions taken by the Plan and recognize a tax liability (tax asset) if the Plan has taken an uncertain tax position that more likely than not would not be sustained upon examination by the IRS. The Plan administrator has analyzed the tax positions taken by the Plan, and has concluded that as of December 31, 2018 and 2017, there were no uncertain tax positions taken or expected to be taken. The Plan is subject to routine audits by taxing jurisdictions; however, there are currently no audits for any tax periods in progress. The Plan administrator believes it is no longer subject to income tax examination for years prior to the year ended December 31, 2015.





8



Note 6 — Risks and Uncertainties
The Plan provides for various investment options in any combination of equity securities, bonds, fixed income securities and other investments with market and credit risks. Due to the level of risk associated with certain investment securities, it is at least reasonably possible that changes in the values of investment securities will occur in the near term and that such changes could materially affect participants’ account balances and the amounts reported in the financial statements.
As of December 31, 2018 and 2017, Plan assets representing more than 10 percent of the total investments included $25,389,117 and $26,664,234, respectively, invested in a mutual fund.

Note 7 — Reconciliation of Financial Statements to Form 5500

Reconciliation of Statements of Net Assets Available for Benefits per the financial statements to the Form 5500:
 
 
December 31,
 
 
2018
 
2017
Net assets available for benefits per financial statements
 
$
206,232,324

 
$
200,615,780

Adjustment to fair value from contract value for common collective trust fund
 
(34,206
)
 
(8,027
)
Net assets available for benefits per Form 5500
 
$
206,198,118

 
$
200,607,753


Reconciliation of the activity reported within the Statements of Changes in Net Assets Available for Benefits per the financial statements to the Form 5500:
 
 
Years Ended
 
 
December 31, 2018
 
December 31, 2017
Net increase in net assets available for benefits per financial statements
 
$
5,616,544

 
$
53,734,151

Change in adjustment to fair value from contract value for common collective trust fund
 
(26,179
)
 
(14,035
)
Net income per Form 5500
 
$
5,590,365

 
$
53,720,116


9










Supplemental Schedule









10


Flagstar Bank 401(k) Plan
EIN #38-3150651 Plan #001
Form 5500, Schedule H, Part IV, line 4(i) — Schedule of Assets (Held at End of Year)
December 31, 2018
(a)
 
(b) Identity of issue, borrower, lessor or similar party
 
(c) Description of investment including maturity date, rate of interest, collateral, par or maturity date
 
(d) Cost
 
(e) Current value
Common Stock
 
 
 
 
 
 
*
 
Flagstar Bancorp, Inc
 
174,742 shares of Common Stock
 
**
 
$
4,613,189

Mutual Funds
 
 
 
 
 
 
Large Cap
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Growth Company Fund
 
**
 
25,389,117

*
 
Fidelity
 
Fidelity 500 Index Fund - Premium Class
 
**
 
12,659,606

 
 
Columbia
 
Columbia Contrarian Core Fund; I2
 
**
 
10,311,458

*
 
Fidelity
 
Fidelity Contrafund
 
**
 
7,199,812

 
 
JP Morgan
 
JP Morgan Equity Income R6
 
**
 
5,388,085

 
 
 
 
Total Large Cap
 
 
 
60,948,078

Small Cap
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Small Capital Discovery Fund
 
**
 
5,243,750

 
 
Victory
 
Victory RS Small Cap Growth Y
 
**
 
2,415,948

 
 
JP Morgan
 
JP Morgan Small Cap Value R6
 
**
 
623,238

 
 
Vanguard
 
Vanguard Small Cap Index Fund Admiral Shares
 
**
 
586,581

 
 
 
 
Total Small Cap
 
 
 
8,869,517

Mid Cap
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Mid-Cap Stock Fund
 
**
 
9,539,114

*
 
Fidelity
 
Fidelity Low-Priced Stock Fund
 
**
 
4,307,040

 
 
Victory
 
Victory Sycamore Established Value A
 
**
 
2,885,964

 
 
Oppenheimer
 
Oppenheimer International Small-Mid
 
**
 
3,344,787

 
 
Vanguard
 
Vanguard Mid-Cap Index Fund Admiral Shares
 
**
 
571,430

 
 
 
 
Total Mid Cap
 
 
 
20,648,335

Blended
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Freedom K 2030 Fund
 
**
 
13,042,059

*
 
Fidelity
 
Fidelity Freedom K 2040 Fund
 
**
 
12,114,538

*
 
Fidelity
 
Fidelity Freedom K 2035 Fund
 
**
 
11,939,408

*
 
Fidelity
 
Fidelity Freedom K 2025 Fund
 
**
 
8,490,227

*
 
Fidelity
 
Fidelity Freedom K 2020 Fund
 
**
 
7,157,007

*
 
Fidelity
 
Fidelity Freedom K 2045 Fund
 
**
 
6,646,228

*
 
Fidelity
 
Fidelity Freedom K 2050 Fund
 
**
 
4,312,130

*
 
Fidelity
 
Fidelity Freedom K 2055 Fund
 
**
 
2,075,260

 
 
Oakmark
 
Oakmark Equity & Income Fund Class I
 
**
 
776,503

*
 
Fidelity
 
Fidelity Freedom K Income Fund
 
**
 
1,181,326

*
 
Fidelity
 
Fidelity Freedom K 2015 Fund
 
**
 
890,917

*
 
Fidelity
 
Fidelity Freedom K 2010 Fund
 
**
 
707,245

*
 
Fidelity
 
Fidelity Freedom K 2060 Fund
 
**
 
739,692

*
 
Fidelity
 
Fidelity Freedom K 2005 Fund
 
**
 
126,192

 
 
 
 
Total Blended
 
 
 
70,198,731


11


(a)
 
(b) Identity of issue, borrower, lessor or similar party
 
(c) Description of investment including maturity date, rate of interest, collateral, par or maturity date
 
(d) Cost
 
(e) Current value
Fixed Income
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Capital & Income Fund
 
**
 
2,140,036

 
 
Templeton
 
Templeton Global Bond Fund Class A
 
**
 
1,212,291

 
 
PIMCO
 
Pimco Real Return Fund Administrative Class
 
**
 
647,041

 
 
 
 
Total Fixed Income
 
 
 
3,999,369

International
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Diversified International Fund
 
**
 
7,010,411

 
 
American Beacon
 
American Beacon International Equity Fund Investor Class
 
**
 
1,250,594

 
 
iShares
 
iShares MSCI EAFE International Index Fund Class K
 
**
 
508,568

 
 
 
 
Total International
 
 
 
8,769,573

Intermediate-Term Bond
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity US Bond Index Fund - Premium Class
 
**
 
6,990,601

 
 
Prudential
 
Prudential Total Return Bond Z
 
**
 
2,757,451

 
 
 
 
Total Intermediate-Term Bond
 
 
 
9,748,052

Specialty
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Real Estate Investment Portfolio
 
**
 
1,495,622

 
 
 
 
 
 
 
 
 
Short Government
 
 
 
 
 
 
 
 
Loomis
 
Loomis Sayles LTD Term Government & Agency
 
**
 
569,326

 
 
 
 
Total Mutual Funds
 
 
 
185,246,603

Money Market Funds
 
 
 
 
 


*
 
Fidelity
 
Fidelity Retirement Government Money Market
 
**
 
8,182,862

 
 
 
 
 
 
 
 
 
Interest-bearing Cash
 
 
 
 
 
 
*
 
Flagstar Bancorp, Inc
 
Interest-bearing Cash
 
**
 
131,961

 
 
 
 
 
 
 
 
 
Common Collective Trust Fund
 
 
 
 
 
 
*
 
Fidelity
 
Fidelity Managed Income Portfolio
 
**
 
3,222,396

 
 
 
 
 
 
 
 
 
 
 
 
 
Total Investments
 
 
 
201,397,011

Notes Receivable from Participants
 
 
 
 
 
 
*
 
Participants Loans
 
Interest rates ranging from 4.25% to 9.25% with maturity dates between 2018 and 2028
 
-0-
 
4,835,056

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
$
206,232,067

*    Party-in-interest to the Plan
**    Participant Directed


12


SIGNATURE


Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized.


 
 
 
 
 
 
 
 
 
FLAGSTAR BANK 401(k) PLAN
 
 
 
 
Dated: June 18, 2019
 
 
 
By:
 
/s/   Cindy Myers
 
 
 
 
 
 
Cindy Myers
 
 
 
 
 
 
Plan Administrator

                    




EXHIBIT INDEX

Exhibit No.
 
Description
23
 
Consent of Independent Registered Public Accounting Firm



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Section 2: EX-23 (EXHIBIT 23)

Exhibit


EXHIBIT 23



CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We consent to the incorporation by reference in the Registration Statement on Form S-8 (File No. 333-218207) of our report dated June 18, 2019, which appears in this annual report on Form 11-K of the Flagstar Bank 401(k) Plan for the year ended December 31, 2018.



/s/ Baker Tilly Virchow Krause, LLP

Southfield, Michigan
June 18, 2019



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