Business Combination (Tables) - Flagstar

12 Months Ended

Dec. 31, 2022

Business Acquisition [Line Items]

Summary of Fair Value of Assets Acquired and Liabilities and Equity Assumed

The following table provides a preliminary allocation of consideration paid for the fair value of assets acquired and liabilities and equity assumed from Flagstar as of December 1, 2022.

(in millions)
Purchase price consideration	$	2,010
Fair value of assets acquired:
Cash & cash equivalents		331
Securities		2,695
Loans held for sale		1,257
Loans held for investment:
One-to-four family first mortgage		5,438
Commercial real estate		3,891
Commercial and industrial		6,523
Consumer and other		2,156
Total loans held for investment		18,008
CDI and other intangible assets		292
Mortgage servicing rights		1,012
Other assets		2,158
Total assets acquired		25,753
Fair value of liabilities assumed:
Deposits		15,995
Borrowings		6,700
Other liabilities		889
Total liabilities assumed		23,584
Fair value of net identifiable assets		2,169
Bargain purchase gain	$	159

Summary of Loans and Leases Purchased as Part of Acquisition

The following table provides a summary of loans and leases purchased as part of the Flagstar acquisition with credit deterioration and associated credit loss reserve at acquisition:

(in millions)		Total
Par value (UPB)	$		1,950
ACL at acquisition			(51	)
Non-credit (discount)			(33	)
Fair value	$		1,866

Summary of Unaudited Pro Forma Financial Information

The following pro forma financial information presents the unaudited consolidated results of operations of the Company and Flagstar as if the Merger occurred as of January 1, 2021 with pro forma adjustments. The pro forma adjustments give effect to any change in interest income due to the accretion of the net discounts from the fair value adjustments of acquired loans, any change in interest expense due to the estimated net premium from the fair value adjustments to acquired time deposits and other debt, and the amortization of intangibles had the deposits been acquired as of January 1, 2021. The pro forma amounts for the twelve months ended December 31, 2022 and 2021 do not reflect the anticipated cost savings that have not yet been realized. Merger related expenses incurred by the Company during the twelve months ended December 31, 2022 and 2021 are reflected in the pro forma amounts. The pro forma information does not necessarily reflect the results of operations that would have occurred had the Company merged with Flagstar at the beginning of 2021.

		Twelve Months Ended
		December 31,
		(unaudited)
(in millions)		2022			2021
Net interest income	$		2,278	$		2,208
Non-interest income			650			1,105
Net income			804			1,207
Net income available to common stockholders			771			1,174