Investor Presentation February 3, 2016 Growing Earnings, Building Capital, and Creating Value: The Astoria Financial Merger Filed by New York Community Bancorp, Inc. Pursuant to Rule 425 Under the Securities Act of 1933 Subject Company: Astoria Financial Corporation Commission File No. 001-11967

New York Community Bancorp, Inc.

2

Cautionary Statements

Additional Information and Where to Find It

This presentation and certain other related communications are being made in respect of the proposed merger transaction involving the Company and

Astoria Financial Corporation (“Astoria Financial”). The Company has filed a registration statement on Form S-4 with the SEC, which includes a joint proxy

statement of Astoria Financial and the Company and a prospectus of the Company, and each party will file other documents regarding the proposed

transaction

with

the

SEC.

A

definitive

joint

proxy

statement/prospectus

will

also

be

sent

to

shareholders

of

Astoria

Financial

and

of

the

Company seeking any

required

stockholder

approvals.

Before

making

any

voting

or

investment

decision,

investors

and

security

holders

of

Astoria

Financial

and

the

Company

are

urged

to

carefully

read

the

entire

registration

statement

and

joint

proxy

statement/prospectus,

as

well

as

any amendments or

supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by the

Company and Astoria Financial with the SEC may be obtained free of charge at the SEC’s website at www.sec.gov. In addition, the documents filed by the

Company

may

be

obtained

free

of

charge

at

its

website

at

http://ir.mynycb.com/

and

the

documents

filed

by

Astoria

Financial may

be

obtained free

of

charge

at

its

website

at

http://ir.astoriabank.com/.

Alternatively,

these

documents,

when

available,

can

be

obtained

free

of charge

from

the

Company

upon

written

request

to

New

York

Community

Bancorp,

Inc.,

Attn:

Corporate

Secretary,

615

Merrick

Avenue,

Westbury,

New York 11590

or

by

calling

(516)

683-4420,

or

from

Astoria

Financial

upon

written

request

to

Astoria

Financial

Corporation,

Attn:

Monte

N.

Redman,

President,

One Astoria Bank Plaza,

Lake Success, New York 11042 or by calling (516) 327-3000.

Participants in Solicitation

The Company, Astoria Financial, their directors, executive officers, and certain other persons may be deemed to be participants in the solicitation of proxies

from

the

Company’s

and

Astoria

Financial’s

stockholders

in

favor

of

the

approval

of

the

merger.

Information

about

the

directors

and

executive officers of

the

Company

and

their

ownership

of

its

common

stock

is

set

forth

in

the

proxy

statement

for

its

2015

annual

meeting

of

stockholders,

as

previously

filed with

the

SEC

on

April

24,

2015.

Information

about

the

directors

and

executive

officers

of

Astoria

Financial

and

their

ownership

of

its common stock

is

set

forth in

the

proxy

statement

for

its

2015

annual

meeting

of

stockholders,

as

previously

filed

with

the

SEC

on

April

17,

2015.

Stockholders

may obtain additional

information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus.

New York Community Bancorp, Inc.

3

Cautionary Statements

Forward-Looking Information

This presentation and certain other related communications may contain certain “forward-looking statements” within the meaning of the Private

Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the expected completion date, financial benefits, and other

effects of the proposed merger of the Company and Astoria Financial.

Forward-looking

statements

can

be

identified

by

the

use

of

the

words

“anticipate,”

“expect,”

“intend,”

“estimate,”

“target,”

and

other

words

of

similar

import. Forward-looking statements are not historical facts but, instead, express only management’s beliefs regarding future results or events, many of

which, by their nature, are inherently uncertain and outside of management’s control. It is possible that actual results and outcomes may differ, possibly

materially, from the anticipated results or outcomes indicated in these forward-looking statements.

Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies’ customers, employees, and

counterparties; customer disintermediation; inflation; expected synergies, cost savings, and other financial benefits of the proposed transaction might

not be realized within the expected time frames or might be less than projected; the requisite stockholder and regulatory approvals for the proposed

transaction might not be obtained; credit and interest rate risks associated with the Company’s and Astoria Financial’s respective businesses,

customers,

borrowings,

repayment,

investment,

and

deposit

practices,

and

general

economic

conditions,

either

nationally

or

in

the

market

areas

in

which the Company and Astoria Financial operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements

or obligations;

and

other

risks

and

important

factors

that

could

affect

the

Company’s

and

Astoria

Financial’s

future

results

are

identified

in

their

Annual

Reports on Form 10-K for the year ended December 31, 2014 and other reports filed with the SEC.

Our Use of Non-GAAP Financial Measures

This presentation may contain certain non-GAAP financial measures which management believes to be useful to investors in understanding the

companies’ performance and financial condition, and in comparing their performance and financial condition with those of other banks.  Such non-GAAP

financial measures are not to be considered in isolation or as a substitute for measures calculated in accordance with GAAP.

Forward-looking

statements

are

made

only

as

of

the

date

of

the

presentation

and

neither

NYCB

nor

Astoria

Financial

undertakes

any

obligation

to

update

any

forward-looking

statements

contained

in

the

presentation

to

reflect

events

or

conditions

after

the

date

hereof.

New York Community Bancorp, Inc.

4

(a)

Pro forma assets, deposits, and multi-family loans are based on our balances and Astoria’s at 12/31/15.

(b)

Data from SNL Financial as of 6/30/15.

(c)

Our

pro

forma

market

cap

was

calculated

by

multiplying

our

closing

price

at

12/31/15

by

the

sum

of

our

outstanding

shares

and

Astoria’s

at

that

date.

Pro

Forma

Assets

(a)

Pro Forma

Multi-Family

Loan Portfolio

(a)

Pro Forma

Deposits

(a)

Pro Forma

Deposit Market

Share

(b)

Pro Forma

Market Cap

(c)

$65.4 billion

$30.0 billion

$37.5 billion

#2

in the NY MSA

$9.6 billion

With pro forma

assets of $65.4

billion, we expect

to rank 20th

among U.S. bank

holding

companies.

With a pro forma

portfolio of $30.0

billion,

we expect

to augment our

position as a

leading multi-

family lender in

NYC.

With pro forma

deposits of $37.5

billion and over

350

branches in

Metro NY, NJ, OH,

FL, and AZ, we

expect to rank

23rd among the

nation’s largest

depositories.

With

pro forma

deposits of

$31.7

billion in the NY

MSA, we expect

our deposit market

share rank among

regional banks to

rise to #2.

With a pro forma

market cap of $9.6

billion, we expect

to rank 19th

among the nation’s

publicly traded

banks and thrifts.

The Astoria merger –

like the others we’ve completed –

is expected to grow

our earnings, build our capital, and create value for our investors.

Note:  Except as otherwise indicated, all information regarding Astoria in this presentation, include the appendices, was provided by Astoria; all industry data was

provided by SNL Financial as of 12/31/15.

New York Community Bancorp, Inc.

5

The Astoria merger is expected to significantly increase our

earnings and strengthen our balance sheet.

Significantly Increases

our Earnings

~

20%

pro

forma

earnings

accretion

(a)

~ 15.5% return on average tangible common

equity (ROATCE)

Expected cost saves (~ 50% of Astoria’s non-

interest expense) maintain our longstanding

record of efficiency

Expands our margin

Increases our revenue stream

Significantly Strengthens

our Balance Sheet

De-risking strategies greatly enhance our

balance sheet profile

6% tangible book value per share (TBVPS)

accretion

upon

closing

in

4Q

2016

(a)

Boosts deposits by $9 billion and substantially

increases our share of deposits in core markets

Heightens liquidity while reducing our cost of

funds

Extends our longstanding record of exceptional

asset quality

Reduces our interest rate sensitivity

Builds capital

(a)

Including the strategic debt repositioning and capital raise completed in 4Q 2015.

New York Community Bancorp, Inc.

6

The Astoria merger features substantial upside potential

relative to the purchase price.

Source: SNL Financial, company disclosure.

(a)

Time deposits greater than $100k are based on 2Q 2015 regulatory disclosure for Astoria.

(b)

Core deposits reflect total deposits less time deposits greater than $100k.

(c)

Represents the average for U.S. bank-to-bank M&A transactions announced since 2013 with deal values between $1 billion -

$10 billion.

Substantially Higher

Financial

Returns

Attractive Purchase

Price

Multiples

NYCB

Bank-to-bank M&A transactions since 2013

(c)

1.49x  

1.78x  

Price / TBVPS

7.7%

12.1%

Core Deposit Premium

20.0%

10.1%

EPS Accretion

6.0%

(5.2%)

TBVPS Accretion /

(Dilution)

(a)

(b)

Note: Data from SNL Financial as of 6/30/15.

Long Island

Brooklyn

Queens

Westchester

52%

85%

92%

Within 1 Mile

Within 3 Miles

Within 5 Miles

Astoria

NYCB

% of Astoria branches near an NYCB branch

The Astoria merger is expected to create New York’s pre-

eminent community bank.

7

New York Community Bancorp, Inc.

New York Community Bancorp, Inc.

8

Increases our rank among regional banks in

the NY MSA from #4 to #2

Boosts our market share in four attractive

Metro NY markets: Nassau and Suffolk

Counties (Long Island), Queens, and Brooklyn

Infusion of low-cost core deposits enhances

our funding mix

Expands our customer base and opportunities

to increase non-interest revenues

Potential improvement in deposit pricing

power due to increased scale

We expect the Astoria merger to significantly increase our

share of deposits in the NY MSA.

2015 Rank

Top Banks in the

NY MSA

(a)

Branches

Deposits ($mm)

1

Capital One

302

$55,860

2

NYCB Pro Forma

291

31,703

2

Signature

29

24,444

3

M&T Bank

178

23,149

4

NYCB

204

22,274

5

PNC

237

19,963

6

Valley National

194

12,937

7

Investors

113

11,787

8

Apple Financial

80

10,337

9

Astoria Financial

87

9,429

10

First Republic

9

9,335

Note:  Data from SNL Financial as of 6/30/15.

(a)

Excludes international banks and money centers including: JPMorgan, Bank of New York Mellon, HSBC Holdings, Citigroup, Bank of America, TD, Wells

Fargo, Bank of China, and Banco Santander.

A Stronger Deposit Franchise

New York Community Bancorp, Inc.

9

The Astoria merger is expected to significantly increase our share

of deposits in four highly attractive markets.

Nassau

2015 Rank

Top Banks

Branches

Deposits ($000)

1

JPMorgan Chase & Co.

92

$13,964,179

2

Capital One Financial Corp.

49

10,109,533

3

NYCB Pro Forma

65

10,086,758

3

Citigroup Inc.

46

9,455,824

4

NYCB

37

6,534,120

5

Toronto-Dominion Bank

32

4,825,027

6

Bank of America Corp.

41

4,031,542

7

Astoria Financial Corp.

28

3,552,638

8

Signature Bank

5

2,710,436

9

Flushing Financial Corp.

4

2,374,108

10

Apple Financial Holdings

11

1,938,116

Note:  Data from SNL Financial as of 6/30/15.

Queens

2015 Rank

Top Banks

Branches

Deposits ($000)

1

JPMorgan Chase & Co.

91

$12,396,075

2

Citigroup Inc.

30

7,550,846

3

Capital One Financial Corp.

36

5,773,420

4

NYCB Pro Forma

61

5,641,369

4

NYCB

44

3,406,755

5

Toronto-Dominion Bank

30

3,149,768

6

Astoria Financial Corp.

17

2,234,614

7

HSBC Holdings Plc

17

1,960,130

8

Ridgewood Savings Bank

12

1,866,343

9

Bank of America Corp.

22

1,536,465

10

Maspeth Federal

5

1,080,866

Suffolk

2015 Rank

Top Banks

Branches

Deposits ($000)

1

JPMorgan Chase & Co.

95

$9,911,083

2

Capital One Financial Corp.

52

9,199,284

3

Bank of America Corp.

33

3,796,602

4

Citigroup Inc.

24

3,723,156

5

NYCB Pro Forma

54

3,247,433

5

HSBC Holdings Plc

19

3,113,402

6

Toronto-Dominion Bank

29

2,741,933

7

Bridge Bancorp Inc.

29

2,165,333

8

Astoria Financial Corp.

26

2,062,844

9

Suffolk Bancorp

26

1,699,044

10

People's United

40

1,275,427

12

NYCB

28

1,184,589

Brooklyn

2015 Rank

Top Banks

Branches

Deposits ($000)

1

JPMorgan Chase & Co.

81

$13,084,933

2

Citigroup Inc.

27

5,561,319

3

Banco Santander SA

20

4,674,495

4

Capital One Financial Corp.

31

3,578,731

5

Toronto-Dominion Bank

26

2,906,050

6

HSBC Holdings Plc

20

2,578,225

7

Signature Bank

4

2,209,221

8

NYCB Pro Forma

26

1,974,111

8

Apple Financial Holdings

18

1,792,918

9

Bank of America Corp.

22

1,492,435

10

Dime Community

10

1,263,869

11

Astoria Financial Corp.

12

1,166,054

12

NYCB

14

808,057

New York Community Bancorp, Inc.

10

(a)

Represents the sum of NYCB’s and Astoria’s balances at 12/31/2015.

(b)

Tangible stockholders’ equity is a non-GAAP financial measure. Please see page 36 for additional information.  

Summary Pro Forma

Balance Sheet

Increases our share of NYC’s multi-family lending market

Leverages our mortgage banking platform and Astoria’s

residential mortgage lending expertise

Extends our longstanding record of credit quality and capital

strength

(dollars in billions)

December 31, 2015

NYCB

Pro Forma

(a)

Change

Assets

$50.3

$65.4

30.0%

Loans, net

38.0

49.1

29.1

Multi-Family Loans

26.0

30.0

15.5

Total Deposits

28.4

37.5

32.0

Wholesale

Borrowings

15.4

19.1

24.1

Stockholders’ Equity

5.9

7.6

28.0

Tangible

Stockholders’

Equity

(b)

3.5

5.0

42.3

Reflecting its in-market nature and our extensive expertise in post-merger

integration and restructuring, the Astoria merger presents maximal

opportunities for revenue enhancement while minimizing risk.

Capitalizes on

Complementary Business Models

Provides immediate scale to leverage compliance-related

costs

Expedites our ability to comply with LCR requirements

Validates our extensive preparations for SIFI status

Facilitates our Transition to SIFI Status

Provides Ample Opportunities

for Continued Earnings and

Capital Growth

Post-merger sale of $1+ billion of acquired assets to reduce

credit risk, enhance liquidity, and fund investments in HQLAs

Acquired real estate has embedded value

The Astoria merger is expected to enhance our asset and

funding mix.

NYCB

Astoria

Pro Forma

(a)

Total Loans: $37.8 bn

Yield on Loans: 3.97%

NYCB

Astoria

Pro Forma

(a)

Total Deposits: $28.4 bn

Cost of I-B Deposits: 0.62%

Total Loans: $11.1 bn

Yield on Loans: 3.51%

Total Loans: $48.9 bn

Yield on Loans: 3.86%

Total Deposits: $9.1 bn

Cost of I-B Deposits: 0.41%

Total Deposits: $37.5 bn

Cost of I-B Deposits: 0.58%

(a)

Pro forma based on the sum of Astoria’s and NYCB’s loans and deposits.

Note:  All amounts are as of 12/31/15.

Multi-family

69%

CRE

21%

ADC

1%

C&I

4%

1-4 Family

(Non-covered)

0%

Covered

Loans

5%

Other

0%

Multi-family

36%

CRE

7%

C&I

1%

1-4 Family

(Non-covered)

54%

Other

2%

Multi-family

61%

CRE

18%

ADC

1%

C&I

3%

1-4 Family

(Non-covered)

13%

Covered

Loans

4%

Other

0%

NOW and

MMA

46%

Savings

26%

CDs

19%

N-I-B

9%

NOW and

MMA

45%

Savings

26%

CDs

20%

N-I-B

9%

NOW and

MMA

44%

Savings

23%

CDs

22%

N-I-B

11%

New York Community Bancorp, Inc.

11

New York Community Bancorp, Inc.

12

We expect the Astoria merger to provide multiple opportunities to drive

profitable, sustainable, long-term asset growth.

The Pro Forma Company is Primed for Strong Core Asset Growth

Results in greater on-balance sheet capacity to support loan production

Highly liquid residential mortgage loan portfolio provides the flexibility to manage our asset mix

Stronger capital formation and multiple sources of funding and liquidity are available to support growth

Growth Levers

More loans to be retained in portfolio once

SIFI threshold is exceeded ($2.6 billion of

loans sold from 3Q 2014 through 4Q 2015

to manage our assets under $50 billion)

Expected sale of acquired (higher-risk)

assets to support loan growth going forward

Facilitates the continuation of our growth-

through-acquisition strategy

Results

Earnings growth

Higher operating leverage

Improved risk profile

Enhanced returns for investors

New York Community Bancorp, Inc.

13

De-risking our balance sheet is expected to strengthen our

financial performance both before and after the merger.

Balance Sheet Repositioning Strategies

In 4Q 2015, we prepaid $10.4 billion of primarily puttable wholesale borrowings with an average cost of 3.16% and

replaced them with a like amount of wholesale borrowings with fixed maturities and an average cost of 1.58%.

While the prepayment of wholesale borrowings resulted in a one-time after-tax debt repositioning charge of $546.8

million in 4Q 2015, it is expected to reduce our annual interest expense by ~ $100 million after-tax beginning in

2016. 

Upon completion of the merger, the terms on $1.5 billion of short-term borrowings will be extended, reducing our

interest rate sensitivity.

We also expect to sell $1.0 billion of Astoria’s non-performing and higher-risk assets at the close.

Benefits of De-Risking:

Eliminates puttable risk

Improves NPV and NII interest rate

sensitivity ratios

Reduces exposure to rising interest rates

Enhances both liquidity and asset quality

Financial Benefits Expected in

FY 16 from 4Q 15 Repositioning:

EPS accretion:

~ 10%

Net Interest Margin:

~ 35 bps

Net Interest Income:

~ $165 million

Net Income:

~ $100 million

New York Community Bancorp, Inc.

14

Enhancing our capital management strategy has strengthened our

capital measures and is expected to facilitate further growth.

Completed on 11/4/15, our common stock offering:

—

Immediately supported our tangible stockholders’ equity

and Tier 1 common equity; and

—

Exceeded by $87.3 million the impact on capital of the

one-time after-tax balance sheet repositioning charge

incurred in 4Q 2015.

Adjusting our quarterly cash dividend to $0.17 per share

positioned us for sustainable long-term capital growth while

still providing our investors with an attractive yield.

—

Dividend declared on 1/26/16 provided a yield of 4.6%.

—

Capital retention served to minimize the dilution from our

4Q 2015 capital raise.

—

Building capital will facilitate the execution of our growth-

through-acquisition strategy going forward, and provide

the flexibility to maximize future value-enhancing capital

deployment strategies.

Enhancements to Our

Capital Management Strategy

Increased Capital

Generation

~ 55

bps

~

90

bps

NYCB Stand-Alone

Pro Forma

w/ Astoria

4Q 2016

12-month bps of Capital Generation

New York Community Bancorp, Inc.

15

36%

44%

(a)

2010

2015

Following enactment of the Dodd-Frank Act, we began allocating significant resources towards SIFI

preparedness.

The degree to which we have already leveraged the cost of SIFI compliance is reflected in the ~ 800-basis

point increase in our efficiency ratio since the enactment of Dodd-Frank.

The merger will provide the additional scale to leverage the remaining SIFI compliance costs.

While we expect the merger to bring us well beyond the current

SIFI threshold, we plan to cross it organically in 2Q 2016.

Preparing for SIFI Status

NYCB Efficiency Ratio

Prior to and Since Dodd-Frank

SIFI Compliance

Key infrastructure investments to date include:

—

Enhanced ERM and corporate governance

frameworks

—

Bottom-up capital planning and stress testing

capabilities

—

Substantial expansion of regulatory compliance staff

Remaining costs of SIFI compliance include LCR,

CCAR reporting, and Living Will

(a)

Excludes the impact of the debt repositioning charge recorded in net interest income and the debt repositioning charge and merger-related expenses recorded

in non-interest expense. Please see the reconciliation of our GAAP and non-GAAP efficiency ratios on page 37.

New York Community Bancorp, Inc.

16

14 %

13 %

26 %

4 %

19 %

29 %

52 %

32 %

23 %

29 %

32 %

27 %

35 %

31 %

21 %

32 %

28 %

27 %

25 %

29 %

21 %

36 %

24 %

21 %

5 %

32 %

18 %

13 %

23 %

35 %

38 %

35 %

41 %

34 %

39 %

50 %

40 %

50 %

51 %

55 %

59 %

71 %

57 %

78 %

86 %

14 %

18 %

26 %

36 %

37 %

42 %

55 %

58 %

67 %

67 %

68 %

69 %

70 %

71 %

72 %

78 %

78 %

80 %

88 %

92 %

93 %

102 %

107 %

ZION

BAC

MTB

C

MS

JPM

NYCB

PF 2017

BBT

CFG

STI

HBAN

CMA

WFC

USB

COF

FITB

PNC

KEY

STT

RF

DFS

NTRS

BK

AXP

As we continue to grow, we would expect our total payout ratio to be

more consistent with the total payout ratio for our SIFI peers.

Dividends

Approved in 2015

Share

Repurchases Approved in 2015

We Expect the Core Components

of our Business Model to Be Enhanced

by the Astoria Financial Merger

New York Community Bancorp, Inc.

18

$17,433

$18,605

$20,714

$23,849

$25,989

$30,013

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

12/31/15

Pro

Forma

NYCB

Portfolio Statistics

at

or for the

12

Mos. Ended

12/31/15

% of non-covered loans held for

investment = 72.7%

Average principal balance = $5.3 million

Weighted average life = 2.8 years

% of our multi-family loans located in

Metro New York = 80.6%

% of HFI

loan originations = 72.7%

Multi-Family

Loan Portfolio

(in millions)

The merger is expected to increase our share of NYC’s highly

attractive multi-family lending niche.

Originations:

$5,761

$5,791

$7,417

$7,584

$9,214

$9,998

(b)

(a)

Includes Astoria’s balance of multi-family loans at 12/31/15.

(b)

Includes Astoria’s multi-family loan originations in the twelve months ended 12/31/15.

(a)

New York Community Bancorp, Inc.

19

0.68%

1.63%

2.83%

2.89%

0.00%

0.03%

0.13%

0.21%

2007

2008

2009

2010

0.54%

1.28%

1.50%

1.17%

0.91%

0.00%

0.00%

0.04%

0.07%

0.06%

1989

1990

1991

1992

1993

S & L Crisis

Net Charge-Offs/ Average Loans

5-Year Total

NYCB:  17 bp

SNL U.S. Bank and Thrift Index: 540 bp

4-Year Total

NYCB: 37 bp

SNL U.S. Bank and Thrift Index: 803 bp

SNL U.S. Bank and Thrift Index

NYCB

Great Recession

Current Credit Cycle

5-Year Total

NYCB: 52 bp

SNL U.S. Bank and Thrift Index: 476 bp

1.77%

1.24%

0.76%

0.53%

0.43%

0.35%

0.13%

0.05%

0.01%

2011

2012

2013

2014

2015

(0.02)%

We have been distinguished by our low level of net charge-

offs in downward credit cycles.

New York Community Bancorp, Inc.

20

2.91%

4.00%

4.05%

3.41%

2.35%

1.46%

2.48%

2.10%

2.83%

1.51%

12/31/89

12/31/90

12/31/91

12/31/92

12/31/93

S & L Crisis

Great Recession

Current Credit Cycle

Non-Performing Loans

(a)(b)

/ Total Loans

(a)

(a)

Non-performing loans and total loans exclude covered loans and non-covered purchased credit-impaired loans.

(b)

Non-performing loans are defined as non-accrual loans and loans 90 days or more past due but still accruing interest.

1.11%

2.71%

4.17%

3.56%

0.11%

0.51%

2.47%

2.63%

12/31/07

12/31/08

12/31/09

12/31/10

2.60%

2.22%

1.66%

1.26%

0.78%

1.28%

0.96%

0.35%

0.23%

0.13%

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

Average NPLs/Total Loans

NYCB: 2.08%

SNL U.S. Bank and Thrift Index: 3.34%

Average NPLs/Total Loans

NYCB: 1.43%

SNL U.S. Bank and Thrift Index: 2.89%

SNL U.S. Bank and Thrift Index

NYCB

Average NPLs/Total Loans

NYCB: 0.59%

SNL U.S. Bank and Thrift Index: 1.70%

The sale of Astoria’s non-performing and higher-risk loans upon completion of the

merger is expected to enable us to maintain our superior record of asset quality.

New York Community Bancorp, Inc.

21

SNL U.S. Bank and Thrift Index

NYCB

Astoria

The Astoria merger also is expected to maintain our record

of superior efficiency.

67.12%

66.59%

65.93%

65.41%

65.84%

40.03%

40.75%

42.71%

43.16%

43.81%

(a)

2011

2012

2013

2014

2015

2015

Efficiency Ratio

Benefits of the Astoria

Merger

In-market nature of the merger

underscores the potential for significant

cost savings

Estimated cost saves = ~

50% of Astoria’s

non-interest expense

Opportunity to leverage our mortgage

platform and

Astoria’s retail origination model

Provides immediate scale to absorb higher

SIFI compliance-related

costs

Expanded

customer

base

represents

an

opportunity for revenue growth (e.g., through

sales of third-party investment products and

other financial services)

73.21%

(a)

Excludes the impact of the debt repositioning charge recorded in net interest income and the debt repositioning charge and merger-related expenses recorded

in non-interest expense. Please see the reconciliation of our GAAP and non-GAAP efficiency ratios on page 37.

New York Community Bancorp, Inc.

22

Features

Loans can be originated/purchased in all 50 states and the District of Columbia.

Loan production is driven by our proprietary real time, web-accessible mortgage

banking

technology

platform,

which

securely

controls

the

lending

process

while

mitigating business and regulatory risks.

We

have over 900 approved clients including community banks, credit unions,

mortgage companies, and mortgage brokers.

100% of loans funded are full documentation, prime credit loans.

Credit Quality

As of December 31, 2015, 99.8% of all funded loans were current.

Limited

Repurchase Risk

Of

the

eight

loans

that

were

repurchased

in

2015,

five

were

subsequently

resolved

and

three were placed back into the portfolio.

Benefits

Since January 2010, our mortgage banking business has originated 1-4 family loans

of $42.7 billion and generated mortgage banking income of $638.5 million.

Our proprietary mortgage banking platform has enabled us to expand our revenues,

market share, and product line.

Over time, mortgage banking income has supported the stability of our return on

average tangible assets, even in times of interest rate volatility.

The Astoria merger is expected to leverage our mortgage banking

platform and its residential mortgage lending expertise.

Total Return

on Investment

New York Community Bancorp, Inc.

24

244%

213%

209%

245%

168%

260%

393%

450%

461%

717%

2,059%

2,754%

3,843%

2,670%

3,069%

4,265%

4,319%

11/23/93

12/31/99

12/31/08

12/31/09

12/31/10

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

CAGR since IPO:

26.2%

(a)

Bloomberg

Total Return on Investment

As

a

result

of

nine

stock

splits

between

1994

and

2004,

our

charter

shareholders

have

2,700

shares

of

NYCB stock for each 100 shares originally purchased.

SNL

U.S. Bank and Thrift Index

NYCB

(a)

Our commitment to building value for our investors is reflected

in our total returns over the course of our public life.

4,682%

New York Community Bancorp, Inc.

25

2/3/16

Visit our website: 

ir.myNYCB.com

E-mail requests to: 

ir@myNYCB.com

Call Investor Relations at: 

(516) 683-4420

Write to:

Investor Relations

New York Community Bancorp, Inc.

615 Merrick Avenue

Westbury, NY  11590

For More Information

Appendix A:

Additional Information about

the Proposed Astoria Financial Merger

New York Community Bancorp, Inc.

27

Transaction Features

The Merger

Astoria Financial will merge with and into NYCB and Astoria Bank will merge

with and into NYCB’s primary bank subsidiary, New York Community Bank.

Consideration

One-for-one

fixed exchange ratio plus $0.50 per share cash payment

Cost Savings

Approximately 50% of Astoria’s non-interest expense

Merger &

Integration Costs

Approximately $180

million pre-tax

Credit Mark

Approximately 1% of current portfolio less net charge-offs at the close

Closing Conditions

Contingent on the approval of NYCB’s and Astoria’s regulators and  

shareholders

Other customary closing conditions

Expected Closing

4Q 2016, subject to the conditions noted above

New York Community Bancorp, Inc.

28

NYCB

Features

Astoria Financial

1859

Established

1888

1993

Year Converted

1993

Westbury, NY

Headquarters

Lake Success, NY

Largest US Thrift

Rank by Assets

4th Largest US Thrift

NYSE

Exchange

NYSE

484,943,308 

Shares Outstanding at 12/31/15

100,721,358

$7.91 Billion

Market Cap at 12/31/15

$1.60 Billion

Nassau, Suffolk, Queens,

Brooklyn, Manhattan, Westchester,

Staten Island,

The Bronx

Metro NY Markets

Nassau, Suffolk, Queens,

Brooklyn, Manhattan, Westchester

143

(a)

Number of Branches in

Metro NY

88

(a)

258

(a)(b)

Total Number of Branches

88

(a)

3,448 FTE

Number of

Employees

1,551

FTE

(a)

At 12/31/15

(b)

Includes 46 branches in NJ, 28 in OH, 27 in FL, and 14 in AZ.

NYCB and Astoria Financial at a Glance

New York Community Bancorp, Inc.

29

NYCB and Astoria Financial:  Earnings Summary

For the 3 months ended 12/31/15

For the 12 months ended 12/31/15

(in thousands,

except share data)

NYCB

Astoria

Financial

NYCB

Astoria

Financial

Net interest income

$324,554

(a)

$84,684

$1,181,831

(a)

$340,289

Recovery

of losses on loans

(6,317)

(4,323)

(15,004)

(12,072)

Non-interest income

59,041

13,469

210,763

54,596

Non-interest expense

159,430

(a)

74,506

615,504

(a)

289,083

Income tax expense

85,292

(a)

9,539

289,253

(a)

41,203

(b)

Net income

145,190

(a)

18,431

502,841

(a)

76,671

(b)

Diluted

earnings per common share

0.31

(a)

0.16

1.11

(a)

0.67

(b)

Dividend per common share

0.25

0.04

1.00

0.16

(a)

Presented on a non-GAAP basis.  Please see pages 38 and 40 –

42 for reconciliations of NYCB’s GAAP and non-GAAP amounts and measures.

(b)

Presented on a non-GAAP basis.  Please see pages 39 and 42 for reconciliations of Astoria’s GAAP and non-GAAP amounts and measures.

New York Community Bancorp, Inc.

30

At or for the 3 months ended 12/31/15

At or for the 12

months ended 12/31/15

NYCB

(a)

Astoria Financial

NYCB

(a)

Astoria Financial

(b)

ROATE

17.26 %

4.85%

15.01%

5.19%

ROATA

1.24

0.49

1.09

0.51

Net Interest Margin

(c)

2.95

2.39

2.71

2.36

Efficiency Ratio

(d)

41.27

75.91

43.81

73.21

NPAs

(e)

/Total Assets

(e)

0.13

1.05

0.13

1.05

NPLs

(f)

/Total Loans

(f)

0.13

1.24

0.13

1.24

Net

(Recoveries) Provisions/ Average Loans

(0.00)

0.04

(0.02)

0.01

Equity/Total

Assets

11.79

11.03

11.79

11.03

Tangible Equity/Tangible Assets

(a)

7.30

9.06

7.30

9.06

Common Equity Tier 1 Ratio

10.48

16.00

10.48

16.00

Leverage Capital Ratio

7.76

10.21

7.76

10.21

NYCB and Astoria Financial:  Profitability, Asset Quality, and

Capital Measures

(a)

ROATE and ROATA are presented on a non-GAAP basis.  Please see page 42  for a reconciliation of NYCB’s GAAP and non-GAAP measures.

(b)

ROATE and ROATA are presented on a non-GAAP basis.  Please see page 42  for a reconciliation of Astoria’s GAAP and non-GAAP measures.

(c)

NYCB’s margin has been adjusted to exclude the debt repositioning charge recorded in its 4Q and full-year 2015 net interest income, and is therefore a non-

GAAP measure.  Please see page 41 for a reconciliation of NYCB’s GAAP and non-GAAP margin.

(d)

NYCB’s efficiency ratio excludes the impact of the debt repositioning charge recorded in net interest income and the debt repositioning charge and merger-

related expenses recorded in non-interest expense. Please see the reconciliation of NYCB’s GAAP and non-GAAP efficiency ratios on page 37.

(e)

Non-performing assets and total assets exclude covered loans, non-covered purchased credit-impaired loans, and covered other real estate owned.

(f)

Non-performing loans and total loans, which exclude covered loans and non-covered purchased credit-impaired loans, are defined

as non-accrual loans and

loans 90 days or more past due but still accruing interest.

Appendix B:

Historical Information

about Our Merger Transactions

New York Community Bancorp, Inc.

32

* The

Astoria merger was announced in October 2015.  All other mergers on this page were completed in the months and years indicated.

The number of branches indicated for our previous transactions is the number of branches in our current franchise that stemmed from each.

Transaction Type: 

Savings Bank

Commercial Bank

Branch

FDIC

Deposit

The Astoria merger leverages our expertise in executing accretive

transactions and managing post-merger integrations.

1.  Nov. 2000

Haven Bancorp

(HAVN)

Assets:

$2.7 billion

Deposits:

$2.1 billion

Branches: 28

2.  July 2001

Richmond County

Financial Corp.

(RCBK)

Assets:

$3.7 billion

Deposits:

$2.5 billion

Branches: 24

3.  Oct. 2003

Roslyn Bancorp,

Inc. (RSLN)

Assets:

$10.4 billion

Deposits:

$5.9 billion

Branches: 38

4.  Dec. 2005

Long Island

Financial Corp.

(LICB)

Assets:

$562 million

Deposits:

$434 million

Branches: 9

5.  April 2006

Atlantic Bank of

New York (ABNY)

Assets:

$2.8 billion

Deposits:

$1.8 billion

Branches:

14

6.  April 2007

PennFed Financial

Services, Inc.

(PFSB)

Assets:

$2.3 billion

Deposits:

$1.6 billion

Branches:

22

7.  July 2007

NYC branch

network of Doral

Bank, FSB (Doral-

NYC)

Assets:

$485 million

Deposits:

$370 million

Branches: 11

8.  Oct. 2007

Synergy Financial

Group, Inc. (SYNF)

Assets:

$892 million

Deposits:

$564 million

Branches:

16

9.  Dec. 2009

AmTrust Bank

Assets:

$11.0 billion

Deposits:

$8.2 billion

Branches: 64

10.  March 2010

Desert Hills Bank

Assets:

$452 million

Deposits:

$375 million

Branches: 3

11.  June 2012

Aurora Bank FSB

Assets:

None

Deposits:

$2.2 billion

Branches: 0

Payment

Received:

$24.0 million

12. Oct. 2015*

Astoria Financial

Corporation (AF)

Assets:

$15.1 billion

Deposits:

$9.0 billion

Branches:  88

New York Community Bancorp, Inc.

33

(in millions)

Deposits

w/ HAVN

w/ RCBK

w/ RSLN

w/ LICB

w/ ABNY

w/

PFSB,

Doral, &

SYNF

w/

AmTrust

w/

Desert

Hills

w/ Astoria

Total Deposits:

$3,268

$5,472

$10,360

$12,168

$12,764

$13,311

$22,418

$21,890

$24,878

$28,329

$28,426

$37,533

Total Branches:

86

120

139

152

166

217

276

276

275

272

258

345

The Astoria merger, like every other, is expected to enhance our

liquidity, reduce our funding costs, and boost our deposit market share.

w/ Aurora

$1,874

$2,408

$4,362

$5,247

$5,945

$6,913

$9,054

$7,835

$9,121

$6,421

$5,312

$7,307

$1,223

$2,609

$5,278

$6,015

$5,554

$4,975

$11,494

$12,122

$12,998

$19,601

$20,610

$26,724

$171

$455

$720

$906

$1,265

$1,423

$1,870

$1,933

$2,759

$2,307

$2,504

$3,502

12/31/00

12/31/01

12/31/03

12/31/05

12/31/06

12/31/07

12/31/09

12/31/10

12/31/12

12/31/14

12/31/15

CDs

NOW,

MMAs, and Savings

Demand deposits

12/31/15

Pro Forma

New York Community Bancorp, Inc.

34

$1,946

$3,255

$7,368

$12,854

$14,529

$14,055

$16,736

$16,802

$18,605

$23,849

$25,989

$30,013

$324

$566

$1,445

$2,888

$3,114

$3,826

$4,987

$5,438

$7,437

$7,637

$7,860

$8,680

$1,366

$1,584

$1,686

$1,287

$2,010

$2,482

$1,654

$1,467

$1,243

$1,539

$1,914

$8,182

12/31/00

12/31/01

12/31/03

12/31/05

12/31/06

12/31/07

12/31/09

12/31/10

12/31/12

12/31/14

12/31/15

12/31/15

Pro Forma

Held-for-Investment Loan Portfolio

After

HAVN

After

RCBK

After

RSLN

After

LICB

After

ABNY

After

PFSB,

Doral, &

SYNF

After

AmTrust

After

Desert

Hills

HFI Loans Outstanding:

$3,636

$5,405

$10,499

$17,029

$19,653

$20,363

$23,377

$23,707

$27,285

$33,025

$35,763

$46,875

HFI Originations:

$616

$1,150

$4,330

$6,332

$4,971

$4,853

$3,392

$4,329

$8,969

$11,015

$12,673

$14,308

After

Aurora

Multi-family

CRE

All other HFI loans

(in millions)

The Astoria merger, like every other, is expected to provide

funding for the growth of our high-yielding loan portfolio.

After

Astoria

Appendix C:

Reconciliations of GAAP and Non-GAAP

Financial Measures

New York Community Bancorp, Inc.

36

December 31, 2015

(dollars in thousands)

NYCB

Astoria

Total stockholders’ equity

$ 5,934,696

$1,663,448

Less: Goodwill

(2,436,131)

(185,151)

Core deposit intangibles

(2,599)

--

Preferred stock

--

(129,796)

Tangible stockholders’ equity

$ 3,495,966

$1,348,501

Total assets

$50,317,796

$15,076,211

Less: Goodwill

(2,436,131)

(185,151)

Core deposit intangibles

(2,599)

--

Tangible assets

$47,879,066

$14,891,060

Stockholders’ equity to total assets

11.79%

11.03%

Tangible stockholders’ equity to tangible assets

7.30%

9.06%

Tangible stockholders’ equity and tangible assets are non-GAAP financial measures. The following table presents reconciliations of these non-GAAP

measures with the related GAAP measures for NYCB and for Astoria at December 31, 2015.

Reconciliations of GAAP and Non-GAAP Financial Measures

New York Community Bancorp, Inc.

37

For the Three Months Ended

December 31, 2015

For the Twelve Months Ended

December 31, 2015

(dollars in thousands)

GAAP

Non-GAAP

GAAP

Non-GAAP

Total net interest income and non-interest income

$(390,161)

$(390,161)

$618,838

$618,838

Adjustment:

Debt repositioning charge

--

773,756

--

773,756

Adjusted total net interest income and

non-interest income

$(390,161)

$383,595

$618,838

$1,392,594

Operating expenses

$163,735

$163,735

$615,600

$615,600

Adjustment:

State and local non-income taxes resulting from the loss

on debt repositioning and recorded in G&A expense

--

(5,440)

--

(5,440)

Adjusted operating expenses

$163,735

$158,295

$615,600

$610,160

Efficiency ratio

(41.97)%

41.27%

99.48%

43.81%

The

following

table

presents

reconciliations

of

NYCB’s

GAAP

and

non-GAAP

efficiency

ratios

for

the

three

and

twelve

months

ended

December

31,

2015.

Reconciliations of NYCB’s GAAP and Non-GAAP Efficiency

Ratios

New York Community Bancorp, Inc.

38

Reconciliations of NYCB’s GAAP Loss and Non-GAAP Earnings

For the Three Months Ended

December 31, 2015

For the Twelve Months Ended

December 31, 2015

$(404,807)

$  (47,156

Debt repositioning charge

914,965

914,965

State and local non-income taxes resulting

from the loss on debt repositioning and

recorded in G&A expense

5,440

5,440

Merger-related expenses

3,702

3,702

Income tax effect

(374,110)

(374,110)

$ 145,190

$ 502,841

$(0.87)

$(0.11)

Debt repositioning charge

1.17

1.22

Merger-related expenses

0.01

0.01

$ 0.31

$ 1.11

The following table presents reconciliations of NYCB’s GAAP loss and non-GAAP earnings for the three and twelve months ended December 31, 2015.

(a)

Footing differences are due to rounding.

(in thousands, except per share data)

GAAP Loss

Adjustments to GAAP Loss:

Non-GAAP earnings

Diluted GAAP Loss per Share

Adjustments to diluted GAAP loss per share:

Diluted non-GAAP earnings per share

(a)

)

New York Community Bancorp, Inc.

39

Reconciliations of Astoria’s GAAP and Non-GAAP Net Income and Diluted

Earnings per Common Share and its GAAP and Non-GAAP Income Tax

Expense

The following table presents a reconciliation of Astoria's GAAP and non-GAAP net income and diluted earnings per common share for the twelve months

ended December 31, 2015.

The following table presents a reconciliation of Astoria's GAAP and non-GAAP income tax expense for the twelve months ended December 31, 2015.

(in thousands, except per share data)

For the Twelve Months Ended

December 31, 2015

GAAP Net

Income

$  88,075

Adjustment to GAAP earnings:

Income tax expense adjustment

(11,404)

Non-GAAP net income

$ 76,671

Diluted GAAP earnings per common share

$ 0.79

Adjustment to diluted GAAP earnings per common share:

Income tax expense adjustment

(0.12)

Diluted non-GAAP earnings per common share

$ 0.67

(in thousands)

For the Twelve Months Ended

December 31, 2015

GAAP Income

Tax Expense

$  29,799

Adjustment to diluted

GAAP income tax expense:

Income tax expense adjustment

11,404

Non-GAAP income

tax expense

$ 41,203

New York Community Bancorp, Inc.

40

Reconciliations of NYCB’s GAAP and Non-GAAP Net Interest (Loss)

Income and GAAP and Non-GAAP Non-Interest Expense

For the Three Months Ended

December 31, 2015

For the Twelve Months Ended

December 31, 2015

$(449,202)

$

408,075

Debt repositioning charge

773,756

773,756

$ 324,554

$1,181,831

The following table presents reconciliations of NYCB’s GAAP net interest (loss) income and non-GAAP net interest income for the three and twelve

months ended December 31, 2015.

For the Three Months Ended

December 31, 2015

For the Twelve Months Ended

December 31, 2015

$ 309,781

$ 765,855

Debt repositioning charge

(141,209)

(141,209)

Merger-related expenses

(3,702)

(3,702)

State and local non-income taxes resulting

from the loss on debt repositioning and

recorded in G&A expense

(5,440)

(5,440)

$ 159,430

$ 615,504

The following table presents reconciliations of NYCB’s GAAP non-interest expense and non-GAAP non-interest expense for the three and twelve months

ended December 31, 2015.

Adjustments to non-interest expense:

Non-interest expense

(in thousands)

(in thousands)

Net interest (loss) income

Adjustment to net interest (loss) income:

Non-GAAP net interest income

Non-GAAP non-interest expense

New York Community Bancorp, Inc.

41

For the Three Months Ended December 31, 2015

GAAP

Non-GAAP

Average

Average

Average

Yield/

Average

Yield/

Balance

Interest

Cost

Balance

Interest

Cost

-earning assets

$44,111,768

$424,501

3.85%

$44,111,768

$  424,501

3.85

%

-bearing deposits

25,866,830

39,219

0.60

25,866,830

39,219

0.60

14,813,371

834,484

22.35

14,813,371

60,728

1.63

-bearing liabilities

40,680,201

873,703

8.52

40,680,201

99,947

0.98

interest (loss)

income

$(449,202)

$324,554

(4.01)%

2.95%

For the Twelve Months Ended December 31, 2015

GAAP

Non-GAAP

Average

Average

Average

Yield/

Average

Yield/

Balance

Interest

Cost

Balance

Interest

Cost

-earning assets

$43,621,969

$1,691,584

3.88

$43,621,969

$1,691,584

3.88

%

-bearing deposits

25,919,090

160,149

0.62

25,919,090

160,149

0.62

14,275,818

1,123,360

7.87

14,275,818

349,604

2.45

-bearing liabilities

40,194,908

1,283,509

3.19

40,194,908

509,753

1.27

interest income

$  408,075

$ 1,181,831

0.94

2.71%

The following tables present reconciliations of NYCB’s GAAP and non-GAAP net interest margins for the three and twelve months ended December 31,

2015.

Reconciliations of GAAP and Non-GAAP Net Interest Margins

New York Community Bancorp, Inc.

42

Average tangible common stockholders’ equity and average tangible assets are non-GAAP financial measures. The following table presents

reconciliations of these non-GAAP measures with the related GAAP measures for the three and twelve months ended December 31, 2015.

Reconciliations of GAAP and Non-GAAP Profitability

Measures

For the Three Months Ended

December 31, 2015

For the Twelve Months Ended

December 31, 2015

(dollars in thousands)

NYCB

Astoria

NYCB

Astoria

Average common

stockholders’ equity

$ 5,819,461

$1,522,952

$ 5,813,636

$1,492,325

Less:  Average goodwill

(2,436,131)

(185,151)

(2,436,131)

(185,151)

Average core deposit intangibles

(3,302)

--

(5,275)

--

Average tangible common stockholders’ equity

$ 3,380,028

$1,337,801

$ 3,372,230

$1,307,174

Average assets

$49,403,650

$15,104,261

$48,870,205

$15,319,981

Less:  Average goodwill

(2,436,131)

(185,151)

(2,436,131)

(185,151)

Average core deposit intangibles

(3,302)

--

(5,275)

--

Average tangible assets

$46,964,217

$14,919,110

$46,428,799

$15,134,830

Net (loss) income

$(404,807)

$18,431

$(47,156)

$88,075

Add back:  Amortization of core deposit intangibles, net of tax

681

--

3,206

--

Less:  Preferred stock dividends

--

(2,193)

--

(8,775)

Adjusted

net (loss) income

$(404,126)

$16,238

$(43,950)

$79,300

Non-GAAP

earnings

(a)

$145,190

n.a.

$502,841

$76,671

GAAP (Loss) Income:

Return on average assets

(3.28)%

0.49%

(0.10)%

0.57%

Return on average tangible assets

(3.44)

0.49

(0.09)

0.58

Return on average common stockholders’ equity

(27.82)

4.26

(0.81)

5.31

Return on average tangible common stockholders’ equity

(47.83)

4.86

(1.30)

6.07

Non-GAAP Earnings:

Return on average assets

1.18 %

n.a.

1.03 %

0.50%

Return on average tangible assets

1.24

n.a.

1.09

0.51

Return on average common stockholders’ equity

9.98

n.a.

8.65

4.55

Return on average tangible common stockholders’ equity

17.26

n.a.

15.01

5.19

(a)

Please see the reconciliations of NYCB’s GAAP loss and non-GAAP earnings on page 38 and of Astoria’s GAAP and non-GAAP earnings on page 39.

Non-GAAP earnings available to common shareholders

(a)

$67,896