8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

Current Report

Pursuant to Section 13 or 15(d) of the

Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): February 8, 2013

(Exact name of registrant as specified in its charter)

Michigan	1-16577	38-3150651
(State or other jurisdiction of  incorporation)	(Commission File  Number)	(I.R.S. Employer  Identification No.)
5151 Corporate Drive, Troy, Michigan		48,098
(Address of principal executive offices)		(Zip Code)

(248) 312-2000

(Registrant's telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition

On January 23, 2013, Flagstar Bancorp, Inc. (the "Company") issued a press release regarding its results of operations and financial condition for the three months and year ended December 31, 2012 (the "Earnings Release"). Subsequent to issuing the Earnings Release, the United States District Court for the Southern District of New York (the "Court") issued a decision in the previously disclosed lawsuit filed by Assured Guaranty Municipal Corp., formerly known as Financial Security Assurance Inc. ("Assured"). As a result, on February 5, 2013, the Company issued a press release announcing the Court's decision and on February 8, 2013 the Company issued a press release announcing updated results of operations and financial condition for the three months and year ended December 31, 2012 (the updated "Earnings Release"). The text of the updated Earnings Release is included as Exhibit 99.1 to this report and incorporated herein by reference. The Company will include final financial statements for the year ended December 31, 2012 as part of its Annual Report on Form 10-K.

The information in this Item 2.02, including the exhibit attached hereto, is furnished pursuant to Item 2.02 and shall not be deemed "filed" for any other purpose, including for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise subject to the liabilities of that Section. The information in this Item 2.02 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended (the "Securities Act"), or the Exchange Act regardless of any general incorporation language in such filing.

Item 7.01 Regulation FD Disclosure

On January 24, 2012, the Company held a quarterly conference call to review fourth quarter 2012 earnings and furnished a slide presentation to accompany the call (the "Presentation"). Subsequent to furnishing the Presentation, the Court issued a decision in the previously disclosed lawsuit filed by Assured and issued an updated Earnings Release. As a result, the Company has revised certain slides in the Presentation, which are furnished as Exhibit 99.2 to this Current Report on Form 8-K and incorporated by reference herein.

The information in this Item 7.01, including the exhibit attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed "filed" for any other purpose, including for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of that Section. The information in this Item 7.01 of this Current Report on Form 8-K shall not be deemed incorporated by reference into any filing under the Securities Act or the Exchange Act regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

(d)	Exhibits.
99.1	Press release of Flagstar Bancorp, Inc. dated February 8, 2012
99.2	Flagstar Bancorp, Inc. Revised Conference Call Presentation Slides - Fourth Quarter 2012 Financial Results

This Current Report on Form 8-K contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that are difficult to predict and could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement. Forward-looking statements contained in this Current Report on Form 8-K and any information related to expectations about future events or results are based upon information available to the Company as of the date hereof. Forward-looking statements can be identified by such words as "anticipates," "intends," "plans," "seeks," "believes," "expects", "estimates," and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements made regarding the Company's current expectations, plans or forecasts of its core business drivers, credit related costs, asset quality, capital adequacy and liquidity, the implementation of the Company's business plan and growth strategies, the suspension of dividend payments on preferred stock, the deferral of interest payment on trust preferred securities, the result of improvements to the Company's servicing processes, and other similar matters. Although we believe that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, we cannot give you any assurance that our expectations will in fact occur or that actual results will not differ materially from those expressed or implied by such forward-looking statements. We caution you not to place undue reliance on any forward-looking statement and to consider all of the following uncertainties and risks, as well as those more fully discussed in the Company's filings with the Securities and Exchange Commission ("SEC"), including, but not limited to, our Forms 10-K and 10-Q: volatile interest rates that impact, among other things, the mortgage banking business, our ability to originate loans and sell assets at a profit, prepayment speeds and our cost of funds; changes in regulatory capital requirements or an inability to achieve or maintain desired capital ratios; actions of mortgage loan purchasers, guarantors and insurers regarding repurchases and indemnity demands and uncertainty related to foreclosure procedures; uncertainty regarding pending and threatened litigation; our ability to control credit related costs and forecast the adequacy of reserves; the imposition of regulatory enforcement actions against us; our compliance with the Consent Order with the Office of the Comptroller of the Currency, which was disclosed on October 23, 2012; and the commercial loan sale may not have the projected impact or be consummated in a timely manner. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the SEC, the Company undertakes no obligation to update any such statement to reflect events or circumstances after the date on which it is made.

Forward-looking statements may cause actual results to differ materially from current expectations, therefore you should not place undue reliance on any forward-looking statement and should consider all of the following uncertainties and risks, as well as those more fully discussed in the Company's filings with the Securities and Exchange Commission ("SEC"), including but not limited to, the Company's Forms 10-K and Form 10-Qs: the accuracy and ability to estimate the financial impact of the settlement, including the fair value of the Additional Payments; the impact of performance and enforcement of commitments under, and provisions contained in, the settlement; and the timing of the recognition and payment of the Additional Payments. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the SEC, the Company undertakes no obligation to update any such statement to reflect events or circumstances after the date on which it is made.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.

	FLAGSTAR BANCORP, INC.
Dated: February 12, 2013		By:	/s/ Paul D. Borja
			Paul D. Borja
			Executive Vice-President and Chief Financial Officer

EX-99.1

EXHIBIT 99.1        

NEWS RELEASE

For more information, contact:

Bradley T. Howes

Investor Relations Officer

(248) 312-2000    

Flagstar Issues Revised 2012 Results Based on Analysis of Assured Decision

Revised Tier 1 capital ratio of 9.26 percent at December 31, 2012

TROY, Mich., February 8, 2013 -- Flagstar Bancorp, Inc. (NYSE: FBC) (“Flagstar”), the holding company for Flagstar Bank, FSB (the “Bank”), announced today that it has completed an analysis of the financial impact arising from the decision of the United States District Court for the Southern District of New York (the “Court”) in the previously disclosed lawsuit filed by Assured Guaranty Municipal Corp., formerly known as Financial Security Assurance Inc. ("Assured"). This decision was described in a press release issued by Flagstar on February 5, 2013. Flagstar disagrees with the Court's decision and intends to contest the outcome on appeal.

Following the Court’s decision in the Assured case, Flagstar increased, effective as of December 31, 2012, its reserve for pending and threatened litigation, which resulted in a decrease in net income of $161.0 million, or $2.87per share (diluted), for the fourth quarter 2012. The total amount reserved for pending and threatened litigation, including amounts paid in anticipation of future settlements, was increased to approximately $244.6 million at December 31, 2012. Included in this reserve are amounts for the Court's decision regarding Assured and for the lawsuit that the MBIA Insurance Corporation filed against the Bank on January 11, 2013, along with other pending litigation.

As a result, for the three months ended December 31, 2012, net income applicable to common shareholders decreased to a net loss of $(94.2) million, or $(1.75) per share (diluted), as compared to previously reported net income of $66.8 million, or $1.12per share (diluted). For the year ended December 31, 2012, net income applicable to common shareholders decreased to $62.7 million, or $0.87 per share (diluted), as compared to previously reported net income of $223.7 million, or $3.74 per share (diluted). At December 31, 2012 the Bank's revised Tier 1 capital ratio was 9.26 percent, as compared to a previously reported ratio of 10.41 percent. Flagstar's deferred tax asset, which is currently fully offset by a valuation allowance, correspondingly increased to approximately $342 million at December 31, 2012.

The revised financial results will be reflected in Flagstar's Annual Report on Form 10-K, and are included in the financial highlights below.

Flagstar Bancorp, Inc.

Consolidated Statements of Financial Condition

(In thousands, except share data)

	As Reported December 31, 2012			As Revised December 31, 2012
Other liabilities	$	833,500		$	994,500
Total liabilities	12,761,650			12,922,650
Accumulated deficit	(415,498		)	(576,498		)
Total stockholders' equity	1,320,362			1,159,362

Flagstar Bancorp, Inc.

Consolidated Statements of Operations

(In thousands, except share data)

	For the Three Months Ended					For the Year Ended
	As Reported December 31, 2012		As Revised December 31, 2012			As Reported December 31, 2012		As Revised December 31, 2012
General and administrative	$	83,822	$	224,822		$	239,795	$	400,795
Total non-interest expense	236,962		397,962			828,695		989,695
Income (loss) before federal income taxes	72,423		(88,577		)	213,731		52,731
Net Income (Loss)	68,188		(92,812		)	229,376		68,376
Net income (loss) applicable to common stockholders	66,771		(94,229		)	223,718		62,718
Income (loss) per share - basic	$	1.13	$	(1.75	)	$	3.77	$	0.88
Income (loss) per share - diluted	1.12		(1.75		)	3.74		0.87

Flagstar Bancorp, Inc.

Summary of Selected Consolidated Financial and Statistical Data

(In thousands, except share data)

	For the Three Months Ended						For the Year Ended
	As Reported December 31, 2012			As Revised December 31, 2012			As Reported December 31, 2012			As Revised December 31, 2012
Return on average assets	1.78		%	(2.51		)%	1.52		%	0.43		%
Return on average equity	20.70		%	(29.26		)%	18.76		%	5.26		%
Efficiency ratio (1)	65.9		%	110.6		%	62.9		%	75.1		%
Efficiency ratio (credit-adjusted) (1)	56.0		%	97.9		%	46.8		%	57.0		%
Equity/assets ratio (average for the period)	8.59		%	8.58		%	8.10		%	8.10		%
Average stockholders' equity	$	1,290,082		$	1,288,332		$	1,192,721		$	1,192,281

	As Reported December 31, 2012			As Revised December 31, 2012
Equity/assets ratio	9.38		%	8.23		%
Tier 1 capital ratio (to adjusted total assets)	10.41		%	9.26		%
Total risk-based capital ratio (to risk-weighted assets)	19.16		%	17.18		%
Book value per common share	$	18.97		$	16.12

(1) See Non-GAAP reconciliation.

Flagstar Bancorp, Inc.

Average Balances, Yields and Rates

(Dollars in thousands)

	For the Three Months Ended				For the Year Ended
	As Reported December 31, 2012		As Revised December 31, 2012		As Reported December 31, 2012		As Revised December 31, 2012
Average other liabilities	$	3,411,883	$	3,413,633	$	2,747,796	$	2,748,236
Average stockholders' equity	1,290,082		1,288,332		1,192,721		1,192,281

Flagstar Bancorp, Inc.

Non-GAAP Reconciliation

(Dollars in thousands)

	For the Three Months Ended						For the Year Ended
	As Reported December 31, 2012			As Revised December 31, 2012			As Reported December 31, 2012			As Revised December 31, 2012
Pre-tax, pre-credit-cost income
Loss before tax provision	$	72,423		$	(88,577	)	$	213,731		$	52,731
Pre-tax, pre-credit-cost income	170,026			9,026			842,160			681,160
Efficiency ratio (credit-adjusted)
Non-interest expense	$	236,962		$	397,962		$	828,695		$	989,695
Adjusted non-interest expense	215,721			376,721			737,346			898,346
Efficiency ratio (1)	65.9		%	110.6		%	62.9		%	75.1		%
Efficiency ratio (credit-adjusted) (1)	56.0		%	97.9		%	46.8		%	57.0		%

(1) Ratios include expenses related to the legal reserves for pending and threatened litigation, including amounts paid in anticipation of a future settlement, of $188.5 million and $229.9 million during the three months and year ended December 31, 2012, respectively.

	As Reported December 31, 2012			As Revised December 31, 2012
Non-performing assets / Tier 1 capital + allowance for loan losses
Tier 1 capital	$	1,456,841		$	1,295,841
Tier 1 capital + allowance for loan losses	1,761,841			1,600,841
Non-performing assets / Tier 1 capital + allowance for loan losses	29.5		%	32.5		%

About Flagstar

Flagstar is a full-service financial institution offering a range of products and services to consumers, businesses, and homeowners. With $14.1 billion in total assets at December 31, 2012, Flagstar is the largest publicly held savings bank headquartered in Michigan. Flagstar originates loans nationwide and is one of the leading originators of residential first mortgage loans. For more information, please visit flagstar.com.

Non-GAAP

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

Forward Looking Statements

This press release contains "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements, by their nature, involve estimates, projections, goals, forecasts, assumptions, risks and uncertainties that are difficult to predict and could cause actual results or outcomes to differ materially from those expressed in a forward-looking statement. Forward-looking statements contained in this press release and any information related to expectations about future events or results are based upon information available to the Company as of the date hereof. Forward-looking statements can be identified by such words as "anticipates," "intends," "plans," "seeks," "believes," "expects", "estimates," and similar references to future periods. Examples of forward-looking statements include, but are not limited to, statements made regarding the Company's current expectations, plans or forecasts of its core business drivers, credit related costs, asset quality, capital adequacy and liquidity, the implementation of the Company's business plan and growth strategies, the suspension of dividend payments on preferred stock, the deferral of interest payment on trust preferred securities, the result of improvements to the Company's servicing processes, and other similar matters. Although we believe that these forward-looking statements are based on reasonable estimates and assumptions, they are not guarantees of future performance and are subject to known and unknown risks, uncertainties, contingencies, and other factors. Accordingly, we cannot give you any assurance that our expectations will in fact occur or that actual results will not differ materially from those expressed or implied by such forward-looking statements. We caution you not to place undue reliance on any forward-looking statement and to consider all of the following uncertainties and risks, as well as those more fully discussed in the Company's filings with the Securities and Exchange Commission ("SEC"), including, but not limited to, our Forms 10-K and 10-Q: volatile interest rates that impact, among other things, the mortgage banking business, our ability to originate loans and sell assets at a profit, prepayment speeds and our cost of funds; changes in regulatory capital requirements or an inability to achieve or maintain desired capital ratios; actions of mortgage loan purchasers, guarantors and insurers regarding repurchases and indemnity demands and uncertainty related to foreclosure procedures; uncertainty regarding pending and threatened litigation; our ability to control credit related costs and forecast the adequacy of reserves; the imposition of regulatory enforcement actions against us; our compliance with the Consent Order with the Office of the Comptroller of the Currency, which was disclosed on October 23, 2012; and the commercial loan sale may not have the projected impact or be consummated in a timely manner. Except to the extent required under the federal securities laws and the rules and regulations promulgated by the SEC, the Company undertakes no obligation to update any such statement to reflect events or circumstances after the date on which it is made.

EX-99.2

Highlights 1 • Financial performance: • Net loss applicable to common stockholders of ($94.2) million, or ($1.75) per diluted share. • Return on average assets of (2.51)% and return on average equity of (29.26)%. • Gain on loan sale income of $239.0 million. • Stable net interest income despite a smaller balance sheet. • Total provisions related to the representation and warranty reserve decreased by 75.2 percent from the prior quarter to $32.5 million. • Strengthened and de-risked the balance sheet: • Total repurchase pipeline decreased by $201.4 million from the prior quarter to $224.2 million, as the Company continued to work through the existing population of repurchase requests. • Continued to add reserves for pending and threatened litigation. • Entered into a definitive agreement to sell a substantial portion of Northeast-based commercial loan portfolio, which is expected to be capital accretive. • Non-performing loans were flat from prior quarter, but declined significantly from December 31, 2011: • Consumer non-performing loans increased by 13.4 percent from the prior quarter, driven primarily by an increase in performing nonaccrual TDRs, but declined by 19.1 percent from December 31, 2011. • Commercial non-performing loans declined by 29.5 percent from the prior quarter and 14.5 percent from December 31, 2011. 4th Quarter 2012 Earnings Presentation (1) See Non-GAAP reconciliation.

Condensed Income Statement 2 (1) The preferred stock dividend/accretion for the three months ended December 31, 2012 and September 30, 2012 and the year ended December 31, 2012, respectively, represents only the accretion. On January 27, 2012, the Company elected to defer payment of dividends and interest on the preferred stock. (2) The three months and year ended December 31, 2011 have been restated for a one-for-ten reverse stock split announced September 27, 2012 and began trading on October 11, 2012. Totals may not foot due to rounding 4th Quarter 2012 Earnings Presentation ($ in millions, except per share data) For the Year Ended Q4 2012 Q3 2012 Q42011 Dec. 31, 2012 Dec. 31, 2011 Net interest income $73.9 $73.1 $75.9 $297.2 $245.4 Provision for loan losses 50.4 52.6 63.5 276.0 176.9 Net interest income after provision for loan losses 23.6 20.5 12.3 21.2 68.4 Non-interest income 285.8 273.7 118.6 1,021.2 385.5 Non-Interest expense 398.0 233.5 205.8 990.0 634.7 Income (loss) before federal income taxes (88.6) 60.7 (74.9) 52.7 (180.7) Provision (Benefit) for federal income taxes 4.2 (20.4) 0.3 (15.6) 1.1 Net income (loss) (92.8) 81.1 (75.2) 68.4 (181.8) Preferred stock dividend/accretion (1) (1.4) (1.4) (3.0) (5.7) (17.2) Net income (loss) applicable to common stockholders ($94.2) $79.7 ($78.2) $62.7 ($198.9) Diluted Earnings (loss) per Share (2) ($1.75) $1.36 ($1.41) $0.87 ($3.62)

Summary of Financial Results 3 (1) Net servicing revenue includes net loan administration income and net gain (loss) on trading securities. (2) See Non-GAAP reconciliation. 4th Quarter 2012 Earnings Presentation ($ in millions, except per share data) For the Year Ended Q4 2012 Q3 2012 Q4 2011 Dec. 31, 2012 Dec. 31, 2011 Net Interest Income $73.9 $73.1 $75.9 $297.2 $245.4 Provision $50.4 $52.6 $63.5 $276.0 $176.9 Gain on Loan Sale $238.9 $334.4 $106.9 $990.9 $300.8 Net Servicing Revenue (1) $25.0 $11.3 $29.0 $98.0 $115.7 Net Income (Loss) Applicable to Common Shareholders ($94.2) $79.7 ($78.2) $62.7 ($198.9) Diluted Earnings / (Loss) per Share ($1.75) $1.36 ($1.41) $0.87 ($3.62) Total Assets $14,082.0 $14,899.2 $13,637.5 $14,082.0 $13,637.5 Total Stockholders' Equity $1,159.4 $1,250.6 $1,079.7 $1,159.4 $1,079.7 Book Value per Common Share $16.12 $17.76 $14.80 $16.12 $14.80 NPLs / Gross Loans HFI 7.16% 6.09% 6.94% 7.16% 6.94% NPAs / Total Assets (Bank) 3.70% 3.48% 4.43% 3.70% 4.43% ALLL / NPLs 76.28% 76.45% 65.11% 76.28% 65.11% ALLL / Gross Loans HFI 5.46% 4.65% 4.52% 5.46% 4.52% NPAs / Tier 1 Capital + Allowance for Loan Losses (2) 32.52% 30.77% 39.33% 32.52% 39.33% NPAs/ Loans HFI and Reposssed Assets 9.12% 7.77% 8.43% 9.12% 8.43% Tier 1 Capital to Adjusted Total Assets Ratio 9.26% 9.31% 8.95% 9.26% 8.95% Total Risk Based Capital Ratio 17.18% 17.58% 16.64% 17.18% 16.64% Total Equity / Total Assets 8.23% 8.39% 7.92% 8.23% 7.92%

4 Regulatory Capital Ratios -- Regulatory capital ratios decreased slightly from the prior quarter… 4th Quarter 2012 Earnings Presentation 9.24% 9.12% 9.61% 9.87% 10.07% 9.31% 8.95% 8.64% 9.07% 9.31% 9.26% 17.20% 16.87% 18.55% 20.51% 19.73% 17.64% 16.64% 16.06% 17.03% 17.58% 17.18% 5.00% 10.00% 15.00% 20.00% Jun-10 Sep-10 Dec-10 Mar-11 Jun-11 Sep-11 Dec-11 Mar-12 Jun-12 Sep-12 Dec-12 Tier 1 Capital Ratio (to Adjusted Total Assets) Total Risk-Based Capital Ratio (to Risk-weighted Assets)

4th Quarter 2012 Earnings Presentation 5 Non – GAAP Reconciliation $ in millions Dec 31, 2012 Sep 30, 2012 Dec 31, 2011 Non-performing assets $520.6 $518.4 $603.1 Tier 1 Capital 1,295.8 1,379.7 1,215.2 Allowance for Loan Losses 305.0 305.0 318.0 Tier 1 Capital + Allowance for Loan Losses $1,600.8 $1,684.7 $1,533.2 Non-performing assets/ Tier 1 Capital + Allowance for Loan Losses 32.52% 30.77% 39.33% Totals may not foot due to rounding