10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED MARCH 31, 2017

Commission File Number 1-31565

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	06-1377322
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (516) 683-4100

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  ☒    No  ☐

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  ☒    No  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company or an emerging growth company. See the definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one)

Large accelerated filer	☒	Accelerated filer	☐
Non-Accelerated filer	☐  (Do not check if a smaller reporting company)	Smaller Reporting Company	☐
		Emerging Growth Company	☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).     Yes  ☐    No  ☒

489,054,158

Number of shares of common stock
outstanding at May 3, 2017

NEW YORK COMMUNITY BANCORP, INC.

FORM 10-Q

Quarter Ended March 31, 2017

INDEX		Page No.
Part I.	FINANCIAL INFORMATION
Item 1.	Financial Statements
	Consolidated Statements of Condition as of March  31, 2017 (unaudited) and December 31, 2016		1
	Consolidated Statements of Income and Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 (unaudited)		2
	Consolidated Statement of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2017 (unaudited)		3
	Consolidated Statements of Cash Flows for the Three Months Ended March  31, 2017 and 2016 (unaudited)		4
	Notes to the Consolidated Financial Statements		5
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations		40
Item 3.	Quantitative and Qualitative Disclosures about Market Risk		82
Item 4.	Controls and Procedures		82
Part II.	OTHER INFORMATION
Item 1.	Legal Proceedings		83
Item 1A.	Risk Factors		83
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds		83
Item 3.	Defaults upon Senior Securities		83
Item 4.	Mine Safety Disclosures		83
Item 5.	Other Information		83
Item 6.	Exhibits		84
Signatures			85
Exhibits

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands, except share data)

	March 31, 2017			December 31, 2016
	(unaudited)
Assets:
Cash and cash equivalents	$	984,296		$	557,850
Securities:
Available-for-sale		50,224			104,281
Held-to-maturity ($1,718,094 and $1,930,533 pledged, respectively) (fair value of $3,750,049 and $3,813,959, respectively)		3,642,104			3,712,776
Total securities		3,692,328			3,817,057
Non-covered loans held for sale		215,981			409,152
Non-covered loans held for investment, net of deferred loan fees and costs		37,330,489			37,382,722
Less: Allowance for losses on non-covered loans		(154,450	)		(158,290	)
Non-covered loans held for investment, net		37,176,039			37,224,432
Covered loans		1,599,101			1,698,133
Less: Allowance for losses on covered loans		(17,906	)		(23,701	)
Covered loans, net		1,581,195			1,674,432
Total loans, net		38,973,215			39,308,016
Federal Home Loan Bank stock, at cost		577,943			590,934
Premises and equipment, net		379,304			373,675
FDIC loss share receivable		221,158			243,686
Goodwill		2,436,131			2,436,131
Core deposit intangibles		54			208
Mortgage servicing rights (includes $228,800 and $228,099, respectively, measured at fair value)		234,306			233,961
Bank-owned life insurance		955,440			949,026
Other real estate owned (includes $17,292 and $16,990, respectively, covered by loss sharing agreements)		27,551			28,598
Other assets		342,838			387,413
Total assets	$	48,824,564		$	48,926,555
Liabilities and Stockholders’ Equity:
Deposits:
NOW and money market accounts	$	12,972,381		$	13,395,080
Savings accounts		5,335,783			5,280,374
Certificates of deposit		7,562,207			7,577,170
Non-interest-bearing accounts		2,856,175			2,635,279
Total deposits		28,726,546			28,887,903
Borrowed funds:
Wholesale borrowings:
Federal Home Loan Bank advances		11,354,500			11,664,500
Repurchase agreements		1,500,000			1,500,000
Fed funds purchased		—			150,000
Total wholesale borrowings		12,854,500			13,314,500
Junior subordinated debentures		358,952			358,879
Total borrowed funds		13,213,452			13,673,379
Other liabilities		237,215			241,282
Total liabilities		42,177,213			42,802,564
Stockholders’ equity:
Preferred stock at par $0.01 (5,000,000 shares authorized): Series A (515,000 shares issued and outstanding)		503,116			—
Common stock at par $0.01 (900,000,000 shares authorized; 488,953,712 and 487,067,889 shares issued; and 488,953,712 and 487,056,676 shares outstanding, respectively)		4,890			4,871
Paid-in capital in excess of par		6,045,979			6,047,558
Retained earnings		149,425			128,435
Treasury stock, at cost (11,213 shares at December 31, 2016)		—			(160	)
Accumulated other comprehensive loss, net of tax:
Net unrealized loss on securities available for sale, net of tax of $951 and $534, respectively		(1,336	)		(753	)
Net unrealized loss on the non-credit portion of other-than-temporary impairment (“OTTI”) losses on securities, net of tax of $3,338 and $3,351, respectively		(5,222	)		(5,241	)
Net unrealized loss on pension and post-retirement obligations, net of tax of $33,483 and $34,355, respectively		(49,501	)		(50,719	)
Total accumulated other comprehensive loss, net of tax		(56,059	)		(56,713	)
Total stockholders’ equity		6,647,351			6,123,991
Total liabilities and stockholders’ equity	$	48,824,564		$	48,926,555

See accompanying notes to the consolidated financial statements.    

1

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

	For the Three Months Ended March 31,
	2017			2016
Interest Income:
Mortgage and other loans	$	358,402		$	360,723
Securities and money market investments		40,717			63,087
Total interest income		399,119			423,810
Interest Expense:
NOW and money market accounts		19,709			14,619
Savings accounts		6,810			10,208
Certificates of deposit		22,131			15,890
Borrowed funds		55,552			55,227
Total interest expense		104,202			95,944
Net interest income		294,917			327,866
Provision for losses on non-covered loans		1,787			2,721
Recovery of losses on covered loans		(5,795	)		(2,897	)
Net interest income after provision for (recovery of) loan losses		298,925			328,042
Non-Interest Income:
Mortgage banking income		9,764			4,138
Fee income		7,860			7,923
Bank-owned life insurance		6,337			9,336
Net (loss) gain on sales of loans		(266	)		5,775
Net gain on sales of securities		1,979			163
FDIC indemnification expense		(4,636	)		(2,318	)
Other		11,134			10,220
Total non-interest income		32,172			35,237
Non-Interest Expense:
Operating expenses:
Compensation and benefits		95,554			89,304
Occupancy and equipment		25,059			25,815
General and administrative		46,176			41,270
Total operating expenses		166,789			156,389
Amortization of core deposit intangibles		154			846
Merger-related expenses		—			1,213
Total non-interest expense		166,943			158,448
Income before income taxes		164,154			204,831
Income tax expense		60,197			74,922
Net income available to common shareholders		103,957			129,909
Other comprehensive income, net of tax:
Change in net unrealized gain on securities available for sale, net of tax of $353 and $746, respectively		495			1,062
Change in the non-credit portion of OTTI losses recognized in other comprehensive income, net of tax of $13 and $12, respectively		19			19
Change in pension and post-retirement obligations, net of tax of $872 and $945, respectively		1,218			1,336
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of $770		(1,078	)		—
Total other comprehensive income, net of tax		654			2,417
Total comprehensive income, net of tax	$	104,611		$	132,326
Basic earnings per common share	$	0.21		$	0.27
Diluted earnings per common share	$	0.21		$	0.27

See accompanying notes to the consolidated financial statements.     

2

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

	For the Three Months Ended March 31, 2017
Preferred Stock (Par Value: $0.01):
Balance at beginning of year	$	—
Issuance of preferred stock (515,000 shares)		503,116
Balance at end of period		503,116
Common Stock (Par Value: $0.01):
Balance at beginning of year		4,871
Shares issued for restricted stock awards (1,885,823 shares)		19
Balance at end of period		4,890
Paid-in Capital in Excess of Par:
Balance at beginning of year		6,047,558
Shares issued for restricted stock awards, net of forfeitures		(10,311	)
Compensation expense related to restricted stock awards		8,732
Balance at end of period		6,045,979
Retained Earnings:
Balance at beginning of year		128,435
Net income		103,957
Dividends paid on common stock ($0.17 per share)		(82,967	)
Balance at end of period		149,425
Treasury Stock:
Balance at beginning of year		(160	)
Purchase of common stock (648,793 shares)		(10,132	)
Shares issued for restricted stock awards (660,006 shares)		10,292
Balance at end of period		—
Accumulated Other Comprehensive Loss, net of tax:
Balance at beginning of year		(56,713	)
Other comprehensive income, net of tax		654
Balance at end of period		(56,059	)
Total stockholders’ equity	$	6,647,351

See accompanying notes to the consolidated financial statements.

3

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Three Months Ended March 31,
	2017			2016
Cash Flows from Operating Activities:
Net income	$	103,957		$	129,909
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		(4,008	)		(176	)
Depreciation and amortization		8,043			8,053
Amortization of discounts and premiums, net		(1,216	)		(8,470	)
Amortization of core deposit intangibles		154			846
Net gain on sales of securities		(1,979	)		(163	)
Net gain on sales of loans		(4,709	)		(19,386	)
Stock-based compensation		8,732			8,207
Deferred tax expense		23,693			18,027
Changes in operating assets and liabilities:
Decrease in other assets		61,391			293,865
Decrease in other liabilities		(26,138	)		(21,286	)
Origination of loans held for sale		(560,186	)		(899,100	)
Proceeds from sales of loans originated for sale		762,365			801,347
Net cash provided by operating activities		370,099			311,673
Cash Flows from Investing Activities:
Proceeds from repayment of securities held to maturity		85,024			1,923,149
Proceeds from repayment of securities available for sale		33			49,959
Proceeds from sales of securities available for sale		139,002			104,663
Purchase of securities held to maturity		(13,030	)		(10,086	)
Purchase of securities available for sale		(84,000	)		(104,500	)
Redemption of Federal Home Loan Bank stock		34,641			215,542
Purchase of Federal Home Loan Bank stock		(21,651	)		(102,818	)
Net increase in loans		(73,257	)		(910,243	)
Proceeds from sales of loans		214,596			585,616
Purchase of premises and equipment, net		(13,671	)		(10,763	)
Net cash provided by investing activities		267,687			1,740,519
Cash Flows from Financing Activities:
Net (decrease) increase in deposits		(161,357	)		555,554
Net decrease in short-term borrowed funds		(460,000	)		(2,403,700	)
Net proceeds from issuance of preferred stock		503,116			—
Cash dividends paid on common stock		(82,967	)		(82,618	)
Payments relating to treasury shares received for restricted stock award tax payments		(10,132	)		(8,222	)
Net cash used in financing activities		(211,340	)		(1,938,986	)
Net increase in cash and cash equivalents		426,446			113,206
Cash and cash equivalents at beginning of period		557,850			537,674
Cash and cash equivalents at end of period	$	984,296		$	650,880
Supplemental information:
Cash paid for interest	$	102,821		$	91,079
Cash paid for income taxes		1			2
Non-cash investing and financing activities:
Transfers to other real estate owned from loans	$	5,911		$	9,456
Transfer of loans from held for investment to held for sale		214,862			579,841
Shares issued for restricted stock awards		10,311			8,668

See accompanying notes to the consolidated financial statements.

4

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization and Basis of Presentation

Organization

New York Community Bancorp, Inc. (on a stand-alone basis, the “Parent Company” or, collectively with its subsidiaries, the “Company”) was organized under Delaware law on July 20, 1993 and is the holding company for New York Community Bank and New York Commercial Bank (hereinafter referred to as the “Community Bank” and the “Commercial Bank,” respectively, and collectively as the “Banks”). For the purpose of these Consolidated Financial Statements, the “Community Bank” and the “Commercial Bank” refer not only to the respective banks but also to their respective subsidiaries.

The Community Bank is the primary banking subsidiary of the Company, which was formerly known as Queens County Bancorp, Inc. Founded on April 14, 1859 and formerly known as Queens County Savings Bank, the Community Bank converted from a state-chartered mutual savings bank to the capital stock form of ownership on November 23, 1993, at which date the Company issued its initial offering of common stock (par value: $0.01 per share) at a price of $25.00 per share ($0.93 per share on a split-adjusted basis, reflecting the impact of nine stock splits between 1994 and 2004). The Commercial Bank was established on December 30, 2005.

Reflecting its growth through acquisitions, the Community Bank currently operates 225 branches, two of which operate directly under the Community Bank name. The remaining 223 Community Bank branches operate through seven divisional banks: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, and Roosevelt Savings Bank in New York; Garden State Community Bank in New Jersey; AmTrust Bank in Florida and Arizona; and Ohio Savings Bank in Ohio.

The Commercial Bank currently operates 30 branches in Manhattan, Queens, Brooklyn, Westchester County, and Long Island (all in New York), including 18 branches that operate under the name “Atlantic Bank.”

Basis of Presentation

The following is a description of the significant accounting and reporting policies that the Company and its subsidiaries follow in preparing and presenting their consolidated financial statements, which conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowances for loan losses; the valuation of mortgage servicing rights (“MSRs”); the evaluation of goodwill for impairment; the evaluation of other-than-temporary impairment (“OTTI”) of securities; and the evaluation of the need for a valuation allowance on the Company’s deferred tax assets.

The accompanying consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. All inter-company accounts and transactions are eliminated in consolidation. The Company currently has certain unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to issue guaranteed capital securities (“capital securities”). See Note 7, “Borrowed Funds,” for additional information regarding these trusts.

When necessary, certain reclassifications are made to prior-year amounts to conform to the current-year presentation. In the Consolidated Statements of Cash Flows for the three months ended March 31, 2016, Federal Home Loan Bank (“FHLB”) stock is presented on a gross basis to conform to the presentation for the three months ended March 31, 2017.

Note 2. Computation of Earnings per Common Share

Basic earnings per common share (“EPS”) is computed by dividing the net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the same method as basic EPS, however, the computation reflects the potential dilution that would occur if outstanding in-the-money stock options were exercised and converted into common stock.

Unvested stock-based compensation awards containing non-forfeitable rights to dividends paid on the Company’s common stock are considered participating securities, and therefore are included in the two-class method for calculating EPS. Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends on the common stock. The Company grants restricted stock to certain employees under its stock-based compensation plans. Recipients receive cash dividends during the vesting periods of these awards, including on the unvested portion of such awards. Since these dividends are non-forfeitable, the unvested awards are considered participating securities and therefore have earnings allocated to them.

5

The following table presents the Company’s computation of basic and diluted EPS for the periods indicated:

	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2017			2016
Net income available to common shareholders	$	103,957		$	129,909
Less: Dividends paid on and earnings allocated to participating securities		(819	)		(979	)
Earnings applicable to common stock	$	103,138		$	128,930
Weighted average common shares outstanding		486,511,756			484,605,397
Basic earnings per common share		$0.21			$0.27
Earnings applicable to common stock	$	103,138		$	128,930
Weighted average common shares outstanding		486,511,756			484,605,397
Potential dilutive common shares (1)		—			—
Total shares for diluted earnings per common share computation		486,511,756			484,605,397
Diluted earnings per common share and common share equivalents		$0.21			$0.27

(1) At March 31, 2017 and 2016, there were no stock options outstanding.

6

Note 3. Reclassifications Out of Accumulated Other Comprehensive Loss

(in thousands)	For the Three Months Ended March 31, 2017
Details about Accumulated Other Comprehensive Loss	Amount Reclassified from Accumulated Other Comprehensive Loss (1)			Affected Line Item in the Consolidated Statement of Operations and Comprehensive Income
Unrealized gains on available-for-sale securities	$	1,848		Net gain on sales of securities
		(770	)	Income tax expense
	$	1,078		Net gain on sales of securities, net of tax
Amortization of defined benefit pension plan items:
Past service liability	$	62		Included in the computation of net periodic (credit) expense (2)
Actuarial losses		(2,121	)	Included in the computation of net periodic (credit) expense (2)
		(2,059	)	Total before tax
		858		Tax benefit
	$	(1,201	)	Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period	$	(123	)

(1) Amounts in parentheses indicate expense items.

(2) See Note 9, “Pension and Other Post-Retirement Benefits,” for additional information.

Note 4. Securities

The following tables summarize the Company’s portfolio of securities available for sale at March 31, 2017 and December 31, 2016:

	March 31, 2017
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE(1) certificates	$	7,748	$	—	$	445	$	7,303
Other Securities:
Municipal bonds	$	584	$	47	$	—	$	631
Capital trust notes		9,463		—		2,046		7,417
Preferred stock		17,842		44		50		17,836
Mutual funds and common stock (2)		16,874		424		261		17,037
Total other securities	$	44,763	$	515	$	2,357	$	42,921
Total securities available for sale	$	52,511	$	515	$	2,802	$	50,224

(1) Government-sponsored enterprise.

(2) Primarily consists of mutual funds that are Community Reinvestment Act-qualified investments.

	December 31, 2016
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	7,786	$	—	$	460	$	7,326
Other Securities:
Municipal bonds	$	583	$	48	$	—	$	631
Capital trust notes		9,458		2		2,217		7,243
Preferred stock		70,866		1,446		328		71,984
Mutual funds and common stock		16,874		484		261		17,097
Total other securities	$	97,781	$	1,980	$	2,806	$	96,955
Total securities available for sale	$	105,567	$	1,980	$	3,266	$	104,281

7

The following tables summarize the Company’s portfolio of securities held to maturity at March 31, 2017 and December 31, 2016:

	March 31, 2017
(in thousands)	Amortized Cost		Carrying Amount		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	2,170,706	$	2,170,706	$	70,183	$	1,078	$	2,239,811
GSE CMOs (1)		971,487		971,487		32,933		219		1,004,201
Total mortgage-related securities	$	3,142,193	$	3,142,193	$	103,116	$	1,297	$	3,244,012
Other Securities:
U. S. Treasury obligations	$	200,158	$	200,158	$	—	$	103	$	200,055
GSE debentures		88,387		88,387		3,565		—		91,952
Corporate bonds		74,337		74,337		11,079		—		85,416
Municipal bonds		71,297		71,297		533		1,474		70,356
Capital trust notes		74,291		65,732		2,722		10,196		58,258
Total other securities	$	508,470	$	499,911	$	17,899	$	11,773	$	506,037
Total securities held to maturity (2)	$	3,650,663	$	3,642,104	$	121,015	$	13,070	$	3,750,049

(1) Collateralized mortgage obligations.

(2) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At March 31, 2017, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

	December 31, 2016
(in thousands)	Amortized Cost		Carrying Amount		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	2,193,489	$	2,193,489	$	64,431	$	2,399	$	2,255,521
GSE CMOs		1,019,074		1,019,074		36,895		57		1,055,912
Total mortgage-related securities	$	3,212,563	$	3,212,563	$	101,326	$	2,456	$	3,311,433
Other Securities:
U. S. Treasury obligations	$	200,293	$	200,293	$	—	$	73	$	200,220
GSE debentures		88,457		88,457		3,836		—		92,293
Corporate bonds		74,217		74,217		9,549		—		83,766
Municipal bonds		71,554		71,554		—		1,789		69,765
Capital trust notes		74,284		65,692		2,662		11,872		56,482
Total other securities	$	508,805	$	500,213	$	16,047	$	13,734	$	502,526
Total securities held to maturity (1)	$	3,721,368	$	3,712,776	$	117,373	$	16,190	$	3,813,959

(1) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

At March 31, 2017 and December 31, 2016, respectively, the Company had $577.9 million and $590.9 million of FHLB-NY stock, at cost. The Company is required to maintain an investment in FHLB-NY stock in order to have access to the funding it provides.

The following table summarizes the gross proceeds, gross realized gains, and gross realized losses from the sale of available-for-sale securities during the three months ended March 31, 2017 and 2016:

	For the Three Months Ended March 31,
(in thousands)	2017		2016
Gross proceeds	$	139,002	$	104,663
Gross realized gains		1,979		163

8

In the following table, the beginning balance represents the credit loss component for debt securities on which OTTI occurred prior to January 1, 2017. For credit-impaired debt securities, OTTI recognized in earnings after that date is presented as an addition in two components, based upon whether the current period is the first time a debt security was credit-impaired (initial credit impairment) or is not the first time a debt security was credit-impaired (subsequent credit impairment).

(in thousands)		For the Three Months Ended March 31, 2017
Beginning credit loss amount as of December 31, 2016		$	197,552
Add:	Initial other-than-temporary credit losses		—
	Subsequent other-than-temporary credit losses		—
	Amount previously recognized in AOCL		—
Less:	Realized losses for securities sold		—
	Securities intended or required to be sold		—
	Increase in cash flows on debt securities		99
Ending credit loss amount as of March 31, 2017		$	197,453

9

The following table summarizes, by contractual maturity, the carrying amounts and estimated fair values of held-to-maturity mortgage-backed securities and debt securities, and the amortized costs and estimated fair values of available-for-sale securities, at March 31, 2017:

	At March 31, 2017
(dollars in thousands)	Mortgage- Related Securities		Average Yield			U.S. Treasury and GSE Obligations		Average Yield			State, County, and Municipal		Average Yield (1)			Other Debt Securities (2)		Average Yield			Fair Value
Held-to-Maturity Securities:
Due within one year	$	—		—	%	$	259,671		1.42	%	$	—		—	%	$	—		—	%	$	261,164
Due from one to five years		699,621		3.57			6,950		3.84			—		—			48,158		3.40			788,750
Due from five to ten years		2,133,551		3.11			21,924		3.52			—		—			26,179		9.06			2,258,597
Due after ten years		309,021		2.98			—		—			71,297		2.88			65,732		4.78			441,538
Total securities held to maturity	$	3,142,193		3.20	%	$	288,545		1.64	%	$	71,297		2.88	%	$	140,069		5.10	%	$	3,750,049
Available-for-Sale Securities: (3)
Due within one year	$	—		—	%	$	—		—	%	$	149		6.47	%	$	—		—	%	$	153
Due from one to five years		—		—			—		—			435		6.59			—		—			478
Due from five to ten years		7,748		1.90			—		—			—		—			—		—			7,303
Due after ten years		—		—			—		—			—		—			9,463		4.70			7,417
Total securities available for sale	$	7,748		1.90	%	$	—		—	%	$	584		6.56	%	$	9,463		4.70	%	$	15,351

(1) Not presented on a tax-equivalent basis.

(2) Includes corporate bonds and capital trust notes.

(3) As equity securities have no contractual maturity, they have been excluded from this table.

10

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2017:

At March 31, 2017	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Held-to-Maturity Securities:
GSE certificates	$	236,364	$	1,078	$	—	$	—	$	236,364	$	1,078
GSE CMOs		65,374		219		—		—		65,374		219
U. S. Treasury obligations		200,055		103		—		—		200,055		103
Municipal bonds		46,654		1,474		—		—		46,654		1,474
Capital trust notes		24,701		300		26,346		9,896		51,047		10,196
Total temporarily impaired held-to-maturity securities	$	573,148	$	3,174	$	26,346	$	9,896	$	599,494	$	13,070
Temporarily Impaired Available-for-Sale Securities:
GSE certificates	$	7,303	$	445	$	—	$	—	$	7,303	$	445
Capital trust notes		1,976		25		5,441		2,021		7,417		2,046
Equity securities		14,045		311		—		—		14,045		311
Total temporarily impaired available-for-sale securities	$	23,324	$	781	$	5,441	$	2,021	$	28,765	$	2,802

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of December 31, 2016:

At December 31, 2016	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Held-to-Maturity Securities:
GSE certificates	$	268,891	$	2,399	$	—	$	—	$	268,891	$	2,399
GSE CMOs		42,980		57		—		—		42,980		57
U. S. Treasury obligations		200,220		73		—		—		200,220		73
Municipal bonds		69,765		1,789		—		—		69,765		1,789
Capital trust notes		—		—		24,364		11,872		24,364		11,872
Total temporarily impaired held-to-maturity securities	$	581,856	$	4,318	$	24,364	$	11,872	$	606,220	$	16,190
Temporarily Impaired Available-for-Sale Securities:
GSE certificates	$	7,326	$	460	$	—	$	—	$	7,326	$	460
Capital trust notes		—		—		5,241		2,217		5,241		2,217
Equity securities		29,059		589		—		—		29,059		589
Total temporarily impaired available-for-sale securities	$	36,385	$	1,049	$	5,241	$	2,217	$	41,626	$	3,266

11

An OTTI loss on impaired debt securities must be fully recognized in earnings if an investor has the intent to sell the debt security, or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, it must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss occurs, only the amount of impairment associated with the credit loss is recognized in earnings. Amounts of impairment relating to factors other than credit losses are recorded in AOCL.

At March 31, 2017, the Company had unrealized losses on certain GSE mortgage-related securities, U.S. Treasury obligations, municipal bonds, capital trust notes, and equity securities.

The unrealized losses on the Company’s GSE mortgage-related securities, U.S. Treasury obligations, municipal bonds, and capital trust notes at March 31, 2017 were primarily caused by movements in market interest rates and spread volatility, rather than credit risk. These securities are not expected to be settled at a price that is less than the amortized cost of the Company’s investment.

The Company reviews quarterly financial information related to its investments in capital trust notes, as well as other information that is released by each of the issuers of such notes, to determine their continued creditworthiness. The Company continues to monitor these investments and currently estimates that the present value of expected cash flows is not less than the amortized cost of the securities. It is possible that these securities will perform worse than is currently expected, which could lead to adverse changes in cash flows from these securities and potential OTTI losses in the future. Future events that could trigger material unrecoverable declines in the fair values of the Company’s investments, and thus result in potential OTTI losses, include, but are not limited to, government intervention; deteriorating asset quality and credit metrics; significantly higher levels of default and loan loss provisions; losses in value on the underlying collateral; net operating losses; and illiquidity in the financial markets.

The Company considers a decline in the fair value of equity securities to be other than temporary if the Company does not expect to recover the entire amortized cost basis of the security. The unrealized losses on the Company’s equity securities at March 31, 2017 were caused by market volatility. The Company evaluated the near-term prospects of recovering the fair value of these securities, together with the severity and duration of impairment to date, and determined that they were not other-than-temporarily impaired. Nonetheless, it is possible that these equity securities will perform worse than is currently expected, which could lead to adverse changes in their fair value, or to the failure of the securities to fully recover in value as currently anticipated by management. Either event could cause the Company to record an OTTI loss in a future period. Events that could trigger a material decline in the fair value of these securities include, but are not limited to, deterioration in the equity markets; a decline in the quality of the loan portfolio of the issuer in which the Company has invested; and the recording of higher loan loss provisions and net operating losses by such issuer.

The investment securities designated as having a continuous loss position for twelve months or more at March 31, 2017 and December 31, 2016 consisted of five capital trust notes. At March 31, 2017, the fair value of securities having a continuous loss position for twelve months or more was 27.3% below the collective amortized cost of $43.7 million. At December 31, 2016, the fair value of such securities was 32.2% below the collective amortized cost of $43.7 million. At March 31, 2017 and December 31, 2016, the combined market value of the respective securities represented unrealized losses of $11.9 million and $14.1 million, respectively.

12

Note 5: Loans

The following table sets forth the composition of the loan portfolio at March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
	Amount			Percent of Non-Covered Loans Held for Investment			Amount			Percent of Non-Covered Loans Held for Investment
(dollars in thousands)
Non-Covered Loans Held for Investment:
Mortgage Loans:
Multi-family	$	27,036,909			72.47	%	$	26,945,052			72.13	%
Commercial real estate		7,533,380			20.19			7,724,362			20.68
One-to-four family		416,983			1.12			381,081			1.02
Acquisition, development, and construction		383,001			1.03			381,194			1.02
Total mortgage loans held for investment	$	35,370,273			94.81		$	35,431,689			94.85
Other Loans:
Commercial and industrial		1,348,391			3.61			1,341,216			3.59
Lease financing, net of unearned income of $57,365 and $60,278, respectively		563,244			1.51			559,229			1.50
Total commercial and industrial loans (1)		1,911,635			5.12			1,900,445			5.09
Purchased credit-impaired loans		5,840			0.02			5,762			0.01
Other		17,105			0.05			18,305			0.05
Total other loans held for investment		1,934,580			5.19			1,924,512			5.15
Total non-covered loans held for investment	$	37,304,853			100.00	%	$	37,356,201			100.00	%
Net deferred loan origination costs		25,636						26,521
Allowance for losses on non-covered loans		(154,450)						(158,290)
Non-covered loans held for investment, net	$	37,176,039					$	37,224,432
Covered loans		1,599,101						1,698,133
Allowance for losses on covered loans		(17,906	)					(23,701	)
Covered loans, net	$	1,581,195					$	1,674,432
Loans held for sale		215,981						409,152
Total loans, net	$	38,973,215					$	39,308,016

(1) Includes specialty finance loans of $1.3 billion at both March 31, 2017 and December 31, 2016, and other commercial and industrial loans of $629.6 million and $632.9 million, respectively, at March 31, 2017 and December 31, 2016.

Non-Covered Loans

Non-Covered Loans Held for Investment

The majority of the loans the Company originates for investment are multi-family loans, most of which are collateralized by non-luxury apartment buildings in New York City with rent-regulated units and below-market rents. In addition, the Company originates commercial real estate (“CRE”) loans, most of which are collateralized by income-producing properties such as office buildings, retail centers, mixed-use buildings, and multi-tenanted light industrial properties that are located in New York City and on Long Island.

To a lesser extent, the Company also originates one-to-four family loans, acquisition, development, and construction (“ADC”) loans, and commercial and industrial (“C&I”) loans, for investment. One-to-four family loans held for investment are originated through the Company’s mortgage banking operation and primarily consist of jumbo prime adjustable rate mortgages made to borrowers with a solid credit history. ADC loans are primarily originated for multi-family and residential tract projects in New York City and on Long Island. C&I loans consist of asset-based loans, equipment loans and leases, and dealer floor-plan loans (together, “specialty finance loans and leases”) that generally are made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide; and “other” C&I loans that primarily are made to small and mid-size businesses in Metro New York. “Other” C&I loans are typically made for working capital, business expansion, and the purchase of machinery and equipment.

The repayment of multi-family and CRE loans generally depends on the income produced by the underlying properties which, in turn, depends on their successful operation and management. To mitigate the potential for credit losses, the Company underwrites its loans in accordance with credit standards it considers to be prudent, looking first at the consistency of the cash flows being produced by the underlying property. In addition, multi-family buildings and CRE properties are inspected as a prerequisite to approval, and independent appraisers, whose appraisals are carefully reviewed by the Company’s in-house appraisers, perform appraisals on the collateral properties. In many cases, a second independent appraisal review is performed.

13

To further manage its credit risk, the Company’s lending policies limit the amount of credit granted to any one borrower and typically require conservative debt service coverage ratios and loan-to-value ratios. Nonetheless, the ability of the Company’s borrowers to repay these loans may be impacted by adverse conditions in the local real estate market and the local economy. Accordingly, there can be no assurance that its underwriting policies will protect the Company from credit-related losses or delinquencies.

ADC loans typically involve a higher degree of credit risk than loans secured by improved or owner-occupied real estate. Accordingly, borrowers are required to provide a guarantee of repayment and completion, and loan proceeds are disbursed as construction progresses, as certified by in-house or third-party engineers. The Company seeks to minimize the credit risk on ADC loans by maintaining conservative lending policies and rigorous underwriting standards. However, if the estimate of value proves to be inaccurate, the cost of completion is greater than expected, or the length of time to complete and/or sell or lease the collateral property is greater than anticipated, the property could have a value upon completion that is insufficient to assure full repayment of the loan. This could have a material adverse effect on the quality of the ADC loan portfolio, and could result in losses or delinquencies.

To minimize the risk involved in specialty finance lending and leasing, the Company participates in syndicated loans that are brought to it, and equipment loans and leases that are assigned to it, by a select group of nationally recognized sources who have had long-term relationships with its experienced lending officers. Each of these credits is secured with a perfected first security interest or outright ownership in the underlying collateral, and structured as senior debt or as a non-cancelable lease. To further minimize the risk involved in specialty finance lending and leasing, each transaction is re-underwritten. In addition, outside counsel is retained to conduct a further review of the underlying documentation.

To minimize the risks involved in other C&I lending, the Company underwrites such loans on the basis of the cash flows produced by the business; requires that such loans be collateralized by various business assets, including inventory, equipment, and accounts receivable, among others; and typically requires personal guarantees. However, the capacity of a borrower to repay such a C&I loan is substantially dependent on the degree to which the business is successful. In addition, the collateral underlying such loans may depreciate over time, may not be conducive to appraisal, or may fluctuate in value, based upon the results of operations of the business.

Included in non-covered loans held for investment at March 31, 2017 and December 31, 2016, respectively, were loans of $91.3 million and $91.8 million to officers, directors, and their related interests and parties. There were no loans to principal shareholders at either of those dates.

Non-covered purchased credit-impaired (“PCI”) loans, which had a carrying value of $5.8 million and an unpaid principal balance of $6.8 million at March 31, 2017, are loans that had been covered under an FDIC loss sharing agreement that expired in March 2015 and that now are included in non-covered loans. Such loans continue to be accounted for under Accounting Standards Codification (“ASC”) 310-30 and were initially measured at fair value, which included estimated future credit losses expected to be incurred over the lives of the loans. Under ASC 310-30, purchasers are permitted to aggregate acquired loans into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

Loans Held for Sale

The Community Bank’s mortgage banking operation originates, aggregates, sells, and services one-to-four family loans. Community banks, credit unions, mortgage companies, and mortgage brokers use its proprietary web-accessible mortgage banking platform to originate and close one-to-four family loans nationwide. These loans are generally sold to GSEs, servicing retained. To a much lesser extent, the Community Bank uses its mortgage banking platform to originate jumbo loans that are typically sold to other financial institutions. Such loans have not represented, nor are they expected to represent, a material portion of the held-for-sale loans originated by the Community Bank.

In addition, the Community Bank services mortgage loans for various third parties, primarily including GSEs.

14

Asset Quality

The following table presents information regarding the quality of the Company’s non-covered loans held for investment (excluding non-covered PCI loans) at March 31, 2017:

(in thousands)	Loans 30-89 Days Past Due(1)		Non-Accrual Loans (1)		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	8	$	11,555	$	—	$	11,563	$	27,025,346	$	27,036,909
Commercial real estate		1,202		3,327		—		4,529		7,528,851		7,533,380
One-to-four family		792		10,093		—		10,885		406,098		416,983
Acquisition, development, and construction		—		6,200		—		6,200		376,801		383,001
Commercial and industrial (2) (3)		14,379		27,652		—		42,031		1,869,604		1,911,635
Other		86		1,317		—		1,403		15,702		17,105
Total	$	16,467	$	60,144	$	—	$	76,611	$	37,222,402	$	37,299,013

(1) Excludes $4 thousand and $863 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2) Includes lease financing receivables, all of which were current.

(3) Includes $13.3 million and $24.4 million of taxi medallion loans or taxi medallion-related loans that were 30 to 89 days past due and 90 days or more past due, respectively.

The following table presents information regarding the quality of the Company’s non-covered loans held for investment at December 31, 2016:

(in thousands)	Loans 30-89 Days Past Due(1)		Non-Accrual Loans (1)		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	28	$	13,558	$	—	$	13,586	$	26,931,466	$	26,945,052
Commercial real estate		—		9,297		—		9,297		7,715,065		7,724,362
One-to-four family		2,844		9,679		—		12,523		368,558		381,081
Acquisition, development, and construction		—		6,200		—		6,200		374,994		381,194
Commercial and industrial (2) (3)		7,263		16,422		—		23,685		1,876,760		1,900,445
Other		248		1,313		—		1,561		16,744		18,305
Total	$	10,383	$	56,469	$	—	$	66,852	$	37,283,587	$	37,350,439

(1) Excludes $6 thousand and $869 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2) Includes lease financing receivables, all of which were current.

(3) Includes $6.8 million and $15.2 million of taxi medallion loans that were 30 to 89 days past due and 90 days or more past due, respectively.

15

The following table summarizes the Company’s portfolio of non-covered loans held for investment (excluding non-covered PCI loans) by credit quality indicator at March 31, 2017:

	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial(1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	26,865,172	$	7,516,823	$	406,669	$	334,112	$	35,122,776	$	1,785,111	$	15,788	$	1,800,899
Special mention		160,329		12,550		—		42,689		215,568		41,573		—		41,573
Substandard		11,408		4,007		10,314		6,200		31,929		84,951		1,317		86,268
Doubtful		—		—		—		—		—		—				—
Total	$	27,036,909	$	7,533,380	$	416,983	$	383,001	$	35,370,273	$	1,911,635	$	17,105	$	1,928,740

(1) Includes lease financing receivables, all of which were classified as “pass.”

The following table summarizes the Company’s portfolio of non-covered loans held for investment (excluding non-covered PCI loans) by credit quality indicator at December 31, 2016:

	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial(1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	26,754,622	$	7,701,773	$	371,179	$	341,784	$	35,169,358	$	1,771,975	$	16,992	$	1,788,967
Special mention		164,325		12,604		—		33,210		210,139		54,979		—		54,979
Substandard		26,105		9,985		9,902		6,200		52,192		73,491		1,313		74,804
Doubtful		—		—		—		—		—		—		—		—
Total	$	26,945,052	$	7,724,362	$	381,081	$	381,194	$	35,431,689	$	1,900,445	$	18,305	$	1,918,750

(1) Includes lease financing receivables, all of which were classified as “pass.”

The preceding classifications are the most current ones available and generally have been updated within the last twelve months. In addition, they follow regulatory guidelines and can generally be described as follows: pass loans are of satisfactory quality; special mention loans have potential weaknesses that deserve management’s close attention; substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged (these loans have a well-defined weakness and there is a distinct possibility that the Company will sustain some loss); and doubtful loans, based on existing circumstances, have weaknesses that make collection or liquidation in full highly questionable and improbable. In addition, one-to-four family loans are classified based on the duration of the delinquency.

Troubled Debt Restructurings

The Company is required to account for certain held-for-investment loan modifications and restructurings as troubled debt restructurings (“TDRs”). In general, a modification or restructuring of a loan constitutes a TDR if the Company grants a concession to a borrower experiencing financial difficulty. A loan modified as a TDR generally is placed on non-accrual status until the Company determines that future collection of principal and interest is reasonably assured, which requires, among other things, that the borrower demonstrate performance according to the restructured terms for a period of at least six consecutive months.

In an effort to proactively manage delinquent loans, the Company has selectively extended to certain borrowers concessions such as rate reductions, extension of maturity dates, and forbearance agreements. As of March 31, 2017, loans on which concessions were made with respect to rate reductions and/or extension of maturity dates amounted to $21.0 million; loans on which forbearance agreements were reached amounted to $2.8 million.

The following table presents information regarding the Company’s TDRs as of March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
(in thousands)	Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total
Loan Category:
Multi-family	$	1,971	$	8,245	$	10,216	$	1,981	$	8,755	$	10,736
Commercial real estate		—		921		921		—		1,861		1,861
One-to-four family		221		2,508		2,729		222		1,749		1,971
Commercial and industrial		1,434		8,320		9,754		1,263		3,887		5,150
Other		—		202		202		—		202		202
Total	$	3,626	$	20,196	$	23,822	$	3,466	$	16,454	$	19,920

16

The eligibility of a borrower for work-out concessions of any nature depends upon the facts and circumstances of each loan, which may change from period to period, and involves judgment by Company personnel regarding the likelihood that the concession will result in the maximum recovery for the Company.

The financial effects of the Company’s TDRs for the three months ended March 31, 2017 and 2016 are summarized as follows:

	For the Three Months Ended March 31, 2017
(dollars in thousands)							Weighted Average Interest Rate
	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
One-to-four family		1	$	264	$	339		6.00	%		2.63	%	$	—	$	5
Commercial and industrial		17		7,998		4,745		3.30			3.46			3,280		—
Total		18	$	8,262	$	5,084							$	3,280	$	5

	For the Three Months Ended March 31, 2016
(dollars in thousands)							Weighted Average Interest Rate
	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
Multi-family		2	$	10,592	$	10,366		4.63	%		4.08	%	$	—	$	—
One-to-four family		2		476		533		3.52			3.29			—		4
Commercial and industrial		1		745		695		3.30			3.10			47		—
Total		5	$	11,813	$	11,594							$	47	$	4

At March 31, 2017, one non-covered one-to-four family loan, in the amount of $103,000, that had been modified as a TDR during the twelve months ended at that date was in payment default. At March 31, 2016, one non-covered home equity loan, in the amount of $142,000, that had been modified as a TDR during the twelve months ended at that date was in payment default. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

The Company does not consider a payment to be in default when the loan is in forbearance, or otherwise granted a delay of payment, when the agreement to forebear or allow a delay of payment is part of a modification.

Subsequent to the modification, the loan is not considered to be in default until payment is contractually past due in accordance with the modified terms. However, the Company does consider a loan with multiple modifications or forbearance periods to be in default, and would also consider a loan to be in default if the borrower were in bankruptcy or if the loan were partially charged off subsequent to modification.

Covered Loans

The following table presents the carrying value of covered loans acquired in the acquisitions of AmTrust Bank (“AmTrust”) and Desert Hills Bank (“Desert Hills”) as of March 31, 2017:

(dollars in thousands)	Amount		Percent of Covered Loans
Loan Category:
One-to-four family	$	1,531,872		95.8	%
Other loans		67,229		4.2
Total covered loans	$	1,599,101		100.0	%

The Company refers to certain loans acquired in the AmTrust and Desert Hills transactions as “covered loans” because the Company is being reimbursed for a substantial portion of losses on these loans under the terms of the FDIC loss sharing agreements. Covered loans are accounted for under ASC 310-30 and are initially measured at fair value, which includes estimated future credit losses expected to be incurred over the lives of the loans. Under ASC 310-30, purchasers are permitted to aggregate acquired loans into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

At March 31, 2017 and December 31, 2016, the unpaid principal balance of covered loans was $2.0 billion and $2.1 billion, respectively. The carrying value of such loans was $1.6 billion and $1.7 billion at the corresponding dates.

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At the respective acquisition dates, the Company estimated the fair values of the AmTrust and Desert Hills loan portfolios, which represented the expected cash flows from the portfolios, discounted at market-based rates. In estimating such fair values, the Company: (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”); and (b) estimated the expected amount and timing of undiscounted principal and interest payments (the “undiscounted expected cash flows”). The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the lives of the loans. The amount by which the undiscounted contractual cash flows exceed the undiscounted expected cash flows is referred to as the “non-accretable difference.” The non-accretable difference represents an estimate of the credit risk in the loan portfolios at the respective acquisition dates.

The accretable yield is affected by changes in interest rate indices for variable rate loans, changes in prepayment assumptions, and changes in expected principal and interest payments over the estimated lives of the loans. Changes in interest rate indices for variable rate loans increase or decrease the amount of interest income expected to be collected, depending on the direction of interest rates. Prepayments affect the estimated lives of covered loans and could change the amount of interest income and principal expected to be collected. Changes in expected principal and interest payments over the estimated lives of covered loans are driven by the credit outlook and by actions that may be taken with borrowers.

On a quarterly basis, the Company evaluates the estimates of the cash flows it expects to collect. Expected future cash flows from interest payments are based on variable rates at the time of the quarterly evaluation. Estimates of expected cash flows that are impacted by changes in interest rate indices for variable rate loans and prepayment assumptions are treated as prospective yield adjustments and included in interest income.

In the three months ended March 31, 2017, changes in the accretable yield for covered loans were as follows:

(in thousands)	Accretable Yield
Balance at beginning of period	$	647,470
Reclassification from non-accretable difference		15,858
Accretion		(31,615	)
Balance at end of period	$	631,713

In the preceding table, the line item “Reclassification from non-accretable difference” includes changes in cash flows that the Company expects to collect due to changes in prepayment assumptions, changes in interest rates on variable rate loans, and changes in loss assumptions. As of the Company’s most recent quarterly evaluation, prepayment assumptions decreased, which resulted in an increase in future expected interest cash flows and, consequently, an increase in the accretable yield. The effect of this increase was coupled with an improvement in the underlying credit assumptions and the resetting of rates on variable rate loans at a slightly higher level, which also resulted in an increase in future expected interest cash flows and, consequently, an increase in the accretable yield.

Reflecting the foreclosure of certain loans acquired in the AmTrust and Desert Hills acquisitions, the Company owns certain other real estate owned (“OREO”) that is covered under its loss sharing agreements with the FDIC (“covered OREO”). Covered OREO was initially recorded at its estimated fair value on the respective dates of acquisition, based on independent appraisals, less the estimated selling costs. Any subsequent write-downs due to declines in fair value have been charged to non-interest expense, and have been partially offset by loss reimbursements under the FDIC loss sharing agreements. Any recoveries of previous write-downs have been credited to non-interest expense and partially offset by the portion of the recovery that was due to the FDIC.

The FDIC loss share receivable represents the present value of the estimated losses to be reimbursed by the FDIC. The estimated losses were based on the same cash flow estimates used in determining the fair value of the covered loans. The FDIC loss share receivable is reduced as losses on covered loans are recognized and as loss sharing payments are received from the FDIC. Realized losses in excess of acquisition-date estimates result in an increase in the FDIC loss share receivable. Conversely, if realized losses are lower than the acquisition-date estimates, the FDIC loss share receivable is reduced by amortization to interest income.

At March 31, 2017 and December 31, 2016, respectively, the Company held residential mortgage loans of $71.4 million and $78.6 million that were in the process of foreclosure. The vast majority of such loans were covered loans.

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The following table presents information regarding the Company’s covered loans that were 90 days or more past due at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Covered Loans 90 Days or More Past Due:
One-to-four family	$	120,841	$	124,820
Other loans		6,626		6,645
Total covered loans 90 days or more past due	$	127,467	$	131,465

The following table presents information regarding the Company’s covered loans that were 30 to 89 days past due at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Covered Loans 30-89 Days Past Due:
One-to-four family	$	22,287	$	21,112
Other loans		2,349		1,536
Total covered loans 30-89 days past due	$	24,636	$	22,648

At March 31, 2017, the Company had $24.6 million of covered loans that were 30 to 89 days past due, and covered loans of $127.5 million that were 90 days or more past due but considered to be performing due to the application of the yield accretion method under ASC 310-30. The remainder of the Company’s covered loan portfolio totaled $1.4 billion at March 31, 2017 and was considered current at that date.

Loans that may have been classified as non-performing loans by AmTrust or Desert Hills were no longer classified as non-performing by the Company because, at the respective dates of acquisition, the Company believed that it would fully collect the new carrying value of these loans. The new carrying value represents the contractual balance, reduced by the portion that is expected to be uncollectible (i.e., the non-accretable difference) and by an accretable yield (discount) that is recognized as interest income. It is important to note that management’s judgment is required in reclassifying loans subject to ASC 310-30 as performing loans, and such judgment is dependent on having a reasonable expectation about the timing and amount of the cash flows to be collected, even if the loan is contractually past due.

The primary credit quality indicator for covered loans is the expectation of underlying cash flows. In the three months ended March 31, 2017, the Company recorded recoveries of losses on covered loans of $5.8 million. The recoveries were largely due to an increase in expected cash flows in the acquired portfolios of one-to-four family and home equity loans, and were partly offset by FDIC indemnification expense of $4.6 million that was recorded in “Non-interest income.”

The Company recorded recoveries of losses on covered loans of $2.9 million during the three months ended March 31, 2016. The recoveries were largely due to an increase in expected cash flows in the acquired portfolios of one-to-four family and home equity loans, and were partly offset by FDIC indemnification expense of $2.3 million that was recorded in “Non-interest income.”

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Note 6. Allowances for Loan Losses

The following tables provide additional information regarding the Company’s allowances for losses on non-covered loans and covered loans, based upon the method of evaluating loan impairment:

(in thousands)	Mortgage		Other		Total
Allowances for Loan Losses at March 31, 2017:
Loans individually evaluated for impairment	$	—	$	189	$	189
Loans collectively evaluated for impairment		120,489		32,014		152,503
Acquired loans with deteriorated credit quality		11,257		8,407		19,664
Total	$	131,746	$	40,610	$	172,356
(in thousands)	Mortgage		Other		Total
Allowances for Loan Losses at December 31, 2016:
Loans individually evaluated for impairment	$	—	$	577	$	577
Loans collectively evaluated for impairment		123,925		32,022		155,947
Acquired loans with deteriorated credit quality		11,984		13,483		25,467
Total	$	135,909	$	46,082	$	181,991

The following tables provide additional information regarding the methods used to evaluate the Company’s loan portfolio for impairment:

(in thousands)	Mortgage		Other		Total
Loans Receivable at March 31, 2017:
Loans individually evaluated for impairment	$	23,436	$	29,400	$	52,836
Loans collectively evaluated for impairment		35,346,837		1,899,340		37,246,177
Acquired loans with deteriorated credit quality		1,536,952		67,989		1,604,941
Total	$	36,907,225	$	1,996,729	$	38,903,954
(in thousands)	Mortgage		Other		Total
Loans Receivable at December 31, 2016:
Loans individually evaluated for impairment	$	29,660	$	18,592	$	48,252
Loans collectively evaluated for impairment		35,402,029		1,900,158		37,302,187
Acquired loans with deteriorated credit quality		1,614,755		89,140		1,703,895
Total	$	37,046,444	$	2,007,890	$	39,054,334

Allowance for Losses on Non-Covered Loans

The following table summarizes activity in the allowance for losses on non-covered loans for the three months ended March 31, 2017 and 2016:

	March 31,
	2017									2016
(in thousands)	Mortgage			Other			Total			Mortgage			Other			Total
Balance, beginning of period	$	125,416		$	32,874		$	158,290		$	124,478		$	22,646		$	147,124
Charge-offs		—			(5,830	)		(5,830	)		(46	)		(148	)		(194	)
Recoveries		115			88			203			879			248			1,127
(Recovery of) provision for non-covered loan losses		(3,679	)		5,466			1,787			874			1,847			2,721
Balance, end of period	$	121,852		$	32,598		$	154,450		$	126,185		$	24,593		$	150,778

See “Critical Accounting Policies” for additional information regarding the Company’s allowance for losses on non-covered loans.

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The following table presents additional information about the Company’s impaired non-covered loans at March 31, 2017:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	10,223	$	12,724	$	—	$	10,482	$	143
Commercial real estate		3,176		8,946		—		6,147		23
One-to-four family		3,837		4,504		—		3,719		28
Acquisition, development, and construction		6,200		15,500		—		6,200		—
Other		28,143		36,906		—		17,441		176
Total impaired loans with no related allowance	$	51,579	$	78,580	$	—	$	43,989	$	370
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		1,257		1,257		189		6,555		10
Total impaired loans with an allowance recorded	$	1,257	$	1,257	$	189	$	6,555	$	10
Total impaired loans:
Multi-family	$	10,223	$	12,724	$	—	$	10,482	$	143
Commercial real estate		3,176		8,946		—		6,147		23
One-to-four family		3,837		4,504		—		3,719		28
Acquisition, development, and construction		6,200		15,500		—		6,200		—
Other		29,400		38,163		189		23,996		186
Total impaired loans	$	52,836	$	79,837	$	189	$	50,544	$	380

The following table presents additional information about the Company’s impaired non-covered loans at December 31, 2016:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	10,742	$	13,133	$	—	$	11,431	$	627
Commercial real estate		9,117		14,868		—		10,461		143
One-to-four family		3,601		4,267		—		3,079		124
Acquisition, development, and construction		6,200		15,500		—		1,550		414
Other		6,739		7,955		—		8,261		92
Total impaired loans with no related allowance	$	36,399	$	55,723	$	—	$	34,782	$	1,400
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		11,853		13,529		577		4,574		213
Total impaired loans with an allowance recorded	$	11,853	$	13,529	$	577	$	4,574	$	213
Total impaired loans:
Multi-family	$	10,742	$	13,133	$	—	$	11,431	$	627
Commercial real estate		9,117		14,868		—		10,461		143
One-to-four family		3,601		4,267		—		3,079		124
Acquisition, development, and construction		6,200		15,500		—		1,550		414
Other		18,592		21,484		577		12,835		305
Total impaired loans	$	48,252	$	69,252	$	577	$	39,356	$	1,613

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Allowance for Losses on Covered Loans

Covered loans are reported exclusive of the FDIC loss share receivable. The covered loans acquired in the AmTrust and Desert Hills acquisitions are, and will continue to be, reviewed for collectability based on the expectations of cash flows from these loans. Covered loans have been aggregated into pools of loans with common characteristics. In determining the allowance for losses on covered loans, the Company periodically performs an analysis to estimate the expected cash flows for each of the pools of loans. The Company records a provision for (recovery of) losses on covered loans to the extent that the expected cash flows from a loan pool have decreased or increased since the acquisition date.

Accordingly, if there is a decrease in expected cash flows due to an increase in estimated credit losses (as compared to the estimates made at the respective acquisition dates), the decrease in the present value of expected cash flows is recorded as a provision for covered loan losses charged to earnings, and the allowance for covered loan losses is increased. A related credit to non-interest income and an increase in the FDIC loss share receivable are recognized at the same time, and measured based on the applicable loss sharing agreement percentage.

If there is an increase in expected cash flows due to a decrease in estimated credit losses (as compared to the estimates made at the respective acquisition dates), the increase in the present value of expected cash flows is recorded as a recovery of the prior-period impairment charged to earnings, and the allowance for covered loan losses is reduced. A related debit to non-interest income and a decrease in the FDIC loss share receivable are recognized at the same time, and measured based on the applicable loss sharing agreement percentage.

The following table summarizes activity in the allowance for losses on covered loans for the three months ended March 31, 2017 and 2016:

	March 31,
(in thousands)	2017			2016
Balance, beginning of period	$	23,701		$	31,395
Recovery of losses on covered loans		(5,795	)		(2,897	)
Balance, end of period	$	17,906		$	28,498

Note 7. Borrowed Funds

The following table summarizes the Company’s borrowed funds at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Wholesale Borrowings:
FHLB advances	$	11,354,500	$	11,664,500
Repurchase agreements		1,500,000		1,500,000
Fed funds purchased		—		150,000
Total wholesale borrowings	$	12,854,500	$	13,314,500
Junior subordinated debentures		358,952		358,879
Total borrowed funds	$	13,213,452	$	13,673,379

The following table summarizes the Company’s repurchase agreements accounted for as secured borrowings at March 31, 2017:

	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 Days		30–90 Days		Greater than 90 Days
GSE debentures and mortgage-related securities	$	—	$	—	$	1,250,000	$	250,000

At March 31, 2017 and December 31, 2016, the Company had no restricted cash to serve as collateral for certain repurchase agreements.

At March 31, 2017 and December 31, 2016, the Company had $359.0 million and $358.9 million, respectively, of outstanding junior subordinated deferrable interest debentures (“junior subordinated debentures”) held by statutory business trusts (the “Trusts”) that issued guaranteed capital securities.

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The Trusts are accounted for as unconsolidated subsidiaries, in accordance with GAAP. The proceeds of each issuance were invested in a series of junior subordinated debentures of the Company and the underlying assets of each statutory business trust are the relevant debentures. The Company has fully and unconditionally guaranteed the obligations under each trust’s capital securities to the extent set forth in a guarantee by the Company to each trust. The Trusts’ capital securities are each subject to mandatory redemption, in whole or in part, upon repayment of the debentures at their stated maturity or earlier redemption.

The following junior subordinated debentures were outstanding at March 31, 2017:

Issuer	Interest Rate of Capital Securities and Debentures			Junior Subordinated Debentures Amount Outstanding		Capital Securities Amount Outstanding		Date of Original Issue		Stated Maturity		First Optional Redemption Date
				(dollars in thousands)
New York Community Capital Trust V (BONUSESSM Units)		6.000	%	$	145,026	$	138,675		Nov. 4, 2002		Nov. 1, 2051		Nov. 4, 2007	(1)
New York Community Capital Trust X		2.731			123,712		120,000		Dec. 14, 2006		Dec. 15, 2036		Dec. 15, 2011	(2)
PennFed Capital Trust III		4.381			30,928		30,000		June 2, 2003		June 15, 2033		June 15, 2008	(2)
New York Community Capital Trust XI		2.802			59,286		57,500		April 16, 2007		June 30, 2037		June 30, 2012	(2)
Total junior subordinated debentures				$	358,952	$	346,175

(1) Callable subject to certain conditions as described in the prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2002.

(2) Callable from this date forward.

Note 8. Mortgage Servicing Rights

The Company records a separate servicing asset representing the right to service third-party loans. Such MSRs are initially recorded at their fair value as a component of the sale proceeds. The fair values of MSRs are based on an analysis of discounted cash flows that incorporates estimates of (1) market servicing costs, (2) market-based estimates of ancillary servicing revenue, (3) market-based prepayment rates, and (4) market profit margins.

MSRs are subsequently measured at either fair value or amortized in proportion to, and over the period of, estimated net servicing income. The Company elects one of those methods on a class basis. A class is determined based on (1) the availability of market inputs used in determining the fair value of servicing assets, and/or (2) the Company’s method for managing the risks of servicing assets.

The Company had MSRs of $234.3 million and $234.0 million, respectively, at March 31, 2017 and December 31, 2016. Both period-end balances consisted of two classes of MSRs for which the economic risk is managed separately: residential MSRs (i.e., MSRs on one-to-four family loans sold, servicing retained) and participation MSRs (i.e., MSRs on loans sold through participations).

The total unpaid principal balance of loans serviced for others was $25.2 billion and $25.1 billion at March 31, 2017 and December 31, 2016, respectively.

Residential MSRs are carried at fair value, with changes in fair value recorded as a component of non-interest income in each period. The Company uses various derivative instruments to mitigate the income statement-effect of changes in fair value due to changes in valuation inputs and assumptions regarding its residential MSRs. The effects of changes in the fair value of the derivatives are recorded as “Mortgage banking income,” which is included in “Non-interest income” in the Consolidated Statements of Operations and Comprehensive Income. MSRs do not trade in an active open market with readily observable prices. Accordingly, the Company utilizes a third-party valuation specialist to determine the fair value of its MSRs. This specialist determines fair value based on the present value of estimated future net servicing income cash flows, and incorporates assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The specialist and the Company evaluate, and periodically adjust, as necessary, these underlying inputs and assumptions to reflect market conditions and changes in the assumptions that a market participant would consider in valuing MSRs.

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The value of residential MSRs at any given time is significantly affected by the mortgage interest rates that are then available in the marketplace. These, in turn, influence mortgage loan prepayment speeds. The rate of prepayment of serviced residential loans is the most significant estimate involved in the measurement process. Actual prepayment rates may differ from those projected by management due to changes in a variety of economic factors, including prevailing interest rates and the availability of alternative financing sources to borrowers.

During periods of declining interest rates, the value of residential MSRs generally declines as an increase in mortgage refinancing activity results in an increase in prepayments and a decrease in the carrying value of residential MSRs through a charge to earnings in the current period. Conversely, during periods of rising interest rates, the value of residential MSRs generally increases as mortgage refinancing activity declines and the actual prepayments of loans being serviced occur more slowly than had been expected. This results in the carrying value of residential MSRs and servicing income being higher than previously anticipated. Accordingly, the value of residential MSRs that is actually realized could differ from the value initially recorded.

The collective amount of contractually specified servicing fees, late fees, and ancillary fees, which is recorded as “Mortgage banking income” in the Consolidated Statements of Operations and Comprehensive Income, were $311,000 and $310,000 for the three months ended March 31, 2017 and 2016, respectively.

Participation MSRs are initially carried at fair value and are subsequently amortized and carried at the lower of their fair value or amortized amount. The amortization is recorded in proportion to, and over the period of, estimated net servicing income, with impairment of those servicing assets evaluated through an assessment of their fair value via a discounted cash-flow method. The net carrying value is compared to the discounted estimated future net cash flows to determine whether adjustments should be made to carrying values or amortization schedules. Impairment of participation MSRs is recognized through a valuation allowance and a charge to current-period earnings if it is considered to be temporary, or through a direct write-down of the asset and a charge to current-period earnings if it is considered to be other than temporary. The predominant risk characteristics of the underlying loans that are used to stratify the participation MSRs for measurement purposes generally include the (1) loan origination date, (2) loan rate, (3) loan type and size, (4) loan maturity date, and (5) geographic location. Changes in the carrying value of participation MSRs due to amortization or declines in fair value (i.e., impairment), if any, are reported in “Other income” in the period during which such changes occur. In the three months ended March 31, 2017 and 2016, there was no impairment related to the Company’s participation MSRs.

The following tables set forth the changes in the balances of residential MSRs and participation MSRs for the periods indicated:

	For the Three Months Ended
	March 31, 2017						March 31, 2016
(in thousands)	Residential			Participation			Residential			Participation
Carrying value, beginning of year	$	228,099		$	5,862		$	243,389		$	4,345
Additions		7,574			406			7,948			1,250
Increase (decrease) in fair value:
Due to changes in interest rates		2,013			—			(24,286	)		—
Due to model assumption changes (1)		—			—			(8,838	)		—
Due to loan payoffs		(6,963	)		—			(8,750	)		—
Due to passage of time and other changes		(1,923	)		—			(1,376	)		—
Amortization		—			(762	)		—			(414	)
Carrying value, end of period	$	228,800		$	5,506		$	208,087		$	5,181

(1) Represents changes in fair value driven by changes to the inputs to the valuation model related to assumed prepayment speeds.

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The following table presents the key assumptions used in calculating the fair value of the Company’s residential MSRs at the dates indicated:

	March 31, 2017			December 31, 2016
Expected weighted average life		82 months			82 months
Constant prepayment speed		8.90	%		8.70	%
Discount rate		10.05			10.05
Primary mortgage rate to refinance		4.13			4.11
Cost to service (per loan per year):
Current		$64			$64
30-59 days or less delinquent		214			214
60-89 days delinquent		364			364
90-119 days delinquent		464			464
120 days or more delinquent		864			864

The linked-quarter increase in the constant prepayment speed was primarily attributable to an increase in the housing price index used by the Company’s third-party valuation specialist, suggesting that homebuyer demand has increased and newly created equity could lead to more refinancing.

Note 9. Pension and Other Post-Retirement Benefits

The following table sets forth certain disclosures for the Company’s pension and post-retirement plans for the periods indicated:

	For the Three Months Ended March 31,
	2017						2016
(in thousands)	Pension Benefits			Post- Retirement Benefits			Pension Benefits			Post-Retirement Benefits
Components of net periodic (credit) expense:
Interest cost	$	1,404		$	144		$	1,470		$	160
Service cost		—			—			—			1
Expected return on plan assets		(4,073	)		—			(3,906	)		—
Amortization of prior-service costs		—			(62	)		—			(62	)
Amortization of net actuarial loss		2,053			68			2,262			81
Net periodic (credit) expense	$	(616	)	$	150		$	(174	)	$	180

The Company expects to contribute $1.3 million to its post-retirement plan to pay premiums and claims for the fiscal year ending December 31, 2017. The Company does not expect to make any contributions to its pension plan in 2017.

Note 10. Stock-Based Compensation

At March 31, 2017, the Company had a total of 6,982,031 shares available for grants as options, restricted stock, or other forms of related rights under the New York Community Bancorp, Inc. 2012 Stock Incentive Plan (the “2012 Stock Incentive Plan”), which was approved by the Company’s shareholders at its Annual Meeting on June 7, 2012. The Company granted 2,685,749 shares of restricted stock during the three months ended March 31, 2017. The shares had an average fair value of $15.35 per share on the date of grant and a vesting period of five years. Compensation and benefits expense related to the restricted stock grants is recognized on a straight-line basis over the vesting period, and totaled $8.7 million and $8.2 million, respectively, for the three months ended March 31, 2017 and 2016.

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The following table provides a summary of activity with regard to restricted stock awards in the three months ended March 31, 2017:

	For the Three Months Ended March 31, 2017
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,930,306		$	15.37
Granted		2,685,749			15.35
Vested		(2,051,414	)		14.98
Canceled		(21,020	)		15.58
Unvested at end of period		7,543,621			15.47

As of March 31, 2017, unrecognized compensation cost relating to unvested restricted stock totaled $109.5 million. This amount will be recognized over a remaining weighted average period of 3.6 years.

The Company had no stock option plans at March 31, 2017 or December 31, 2016.

Note 11. Fair Value Measurements

GAAP sets forth a definition of fair value, establishes a consistent framework for measuring fair value, and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. GAAP also clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – Inputs to the valuation methodology are significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants use in pricing an asset or liability.

A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

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The following tables present assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, and that were included in the Company’s Consolidated Statements of Condition at those dates:

	Fair Value Measurements at March 31, 2017
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments(1)			Total Fair Value
Assets:
Mortgage-Related Securities Available for Sale:
GSE certificates	$	—		$	7,303		$	—	$	—		$	7,303
Total mortgage-related securities	$	—		$	7,303		$	—	$	—		$	7,303
Other Securities Available for Sale:
Municipal bonds	$	—		$	631		$	—	$	—		$	631
Capital trust notes		—			7,417			—		—			7,417
Preferred stock		17,836			—			—		—			17,836
Mutual funds and common stock		—			17,037			—		—			17,037
Total other securities	$	17,836		$	25,085		$	—	$	—		$	42,921
Total securities available for sale	$	17,836		$	32,388		$	—	$	—		$	50,224
Other Assets:
Loans held for sale	$	—		$	215,981		$	—	$	—		$	215,981
Mortgage servicing rights		—			—			228,800		—			228,800
Interest rate lock commitments		—			—			2,449		—			2,449
Derivative assets-other (2)		2,943			2,110			—		(2,892	)		2,161
Liabilities:
Derivative liabilities	$	(6,433	)	$	(2,488	)	$	—	$	2,531		$	(6,390	)

(1) Includes cash collateral received from, and paid to, counterparties.

(2) Includes $2.1 million to purchase Treasury options.

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	Fair Value Measurements at December 31, 2016
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments(1)			Total Fair Value
Assets:
Mortgage-Related Securities Available for Sale:
GSE certificates	$	—		$	7,326		$	—	$	—		$	7,326
Total mortgage-related securities	$	—		$	7,326		$	—	$	—		$	7,326
Other Securities Available for Sale:
Municipal bonds	$	—		$	631		$	—	$	—		$	631
Capital trust notes		—			7,243			—		—			7,243
Preferred stock		42,724			29,260			—		—			71,984
Mutual funds and common stock		—			17,097			—		—			17,097
Total other securities	$	42,724		$	54,231		$	—	$	—		$	96,955
Total securities available for sale	$	42,724		$	61,557		$	—	$	—		$	104,281
Other Assets:
Loans held for sale	$	—		$	409,152		$	—	$	—		$	409,152
Mortgage servicing rights		—			—			228,099		—			228,099
Interest rate lock commitments		—			—			982		—			982
Derivative assets-other (2)		2,611			16,829			—		(17,861	)		1,579
Liabilities:
Derivative liabilities	$	(6,009	)	$	(17,719	)	$	—	$	16,588		$	(7,140	)

(1) Includes cash collateral received from, and paid to, counterparties.

(2) Includes $1.9 million to purchase Treasury options.

The Company reviews and updates the fair value hierarchy classifications for its assets on a quarterly basis. Changes from one quarter to the next that are related to the observability of inputs for a fair value measurement may result in a reclassification from one hierarchy level to another.

A description of the methods and significant assumptions utilized in estimating the fair values of available-for-sale securities follows:

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities, exchange-traded securities, and derivatives.

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, models incorporate transaction details such as maturity and cash flow assumptions. Securities valued in this manner would generally be classified within Level 2 of the valuation hierarchy, and primarily include such instruments as mortgage-related and corporate debt securities.

Periodically, the Company uses fair values supplied by independent pricing services to corroborate the fair values derived from the pricing models. In addition, the Company reviews the fair values supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness. The Company challenges pricing service valuations that appear to be unusual or unexpected.

The Company carries loans held for sale originated by its mortgage banking operation at fair value. The fair value of loans held for sale is primarily based on quoted market prices for securities backed by similar types of loans. Changes in the fair value of these assets are largely driven by changes in interest rates subsequent to loan funding, and changes in the fair value of servicing associated with the mortgage loans held for sale. Loans held for sale are classified within Level 2 of the valuation hierarchy.

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MSRs do not trade in an active open market with readily observable prices. The Company bases the fair value of its MSRs on the present value of estimated future net servicing income cash flows, utilizing a third-party valuation specialist. The specialist estimates future net servicing income cash flows with assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The Company periodically adjusts the underlying inputs and assumptions to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset. MSR fair value measurements use significant unobservable inputs and, accordingly, are classified within Level 3.

Exchange-traded derivatives that are valued using quoted prices are classified within Level 1 of the valuation hierarchy. The majority of the Company’s derivative positions are valued using internally developed models that use readily observable market parameters as their basis. These are parameters that are actively quoted and can be validated by external sources, including industry pricing services. Where the types of derivative products have been in existence for some time, the Company uses models that are widely accepted in the financial services industry. These models reflect the contractual terms of the derivatives, including the period to maturity, and market-based parameters such as interest rates, volatility, and the credit quality of the counterparty. Furthermore, many of these models do not contain a high level of subjectivity, as the methodologies used in the models do not require significant judgment, and inputs to the models are readily observable from actively quoted markets, as is the case for “plain vanilla” interest rate swaps and option contracts. Such instruments are generally classified within Level 2 of the valuation hierarchy. Derivatives that are valued based on models with significant unobservable market parameters, and that are normally traded less actively, have trade activity that is one-way, and/or are traded in less-developed markets, are classified within Level 3 of the valuation hierarchy.

The fair values of interest rate lock commitments (“IRLCs”) for residential mortgage loans that the Company intends to sell are based on internally developed models. The key model inputs primarily include the sum of the value of the forward commitment based on the loans’ expected settlement dates and the projected values of the MSRs, loan level price adjustment factors, and historical IRLC closing ratios. The closing ratio is computed by the Company’s mortgage banking operation and is periodically reviewed by management for reasonableness. Such derivatives are classified as Level 3.

While the Company believes its valuation methods are appropriate, and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair values of certain financial instruments could result in different estimates of fair values at a reporting date.

Fair Value Option

Loans Held for Sale

The Company has elected the fair value option for its loans held for sale. The Company’s loans held for sale consist of one-to-four family mortgage loans, none of which was 90 days or more past due at March 31, 2017. Management believes that the mortgage banking business operates on a short-term cycle. Therefore, in order to reflect the most relevant valuations for the key components of this business, and to reduce timing differences in amounts recognized in earnings, the Company has elected to record loans held for sale at fair value to match the recognition of IRLCs, MSRs, and derivatives, all of which are recorded at fair value in earnings. Fair value is based on independent quoted market prices of mortgage-backed securities comprised of loans with similar features to those of the Company’s loans held for sale, where available, and adjusted as necessary for such items as servicing value, guaranty fee premiums, and credit spread adjustments.

The following table reflects the difference between the fair value carrying amount of loans held for sale, for which the Company has elected the fair value option, and the unpaid principal balance:

	March 31, 2017						December 31, 2016
(in thousands)	Fair Value Carrying Amount		Aggregate Unpaid Principal		Fair Value Carrying Amount Less Aggregate Unpaid Principal		Fair Value Carrying Amount		Aggregate Unpaid Principal		Fair Value Carrying Amount Less Aggregate Unpaid Principal
Loans held for sale	$	215,981	$	210,628	$	5,353	$	409,152	$	408,928	$	224

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Gains and Losses Included in Income for Assets Where the Fair Value Option Has Been Elected

The assets accounted for under the fair value option are initially measured at fair value. Gains and losses from the initial measurement and subsequent changes in fair value are recognized in earnings. The following table presents the changes in fair value related to initial measurement, and the subsequent changes in fair value included in earnings, for loans held for sale and MSRs for the periods indicated:

	(Loss) Gain Included in Mortgage Banking Income from Changes in Fair Value(1)
	For the Three Months Ended March 31,
(in thousands)	2017			2016(2)
Loans held for sale	$	(63	)	$	2,869
Mortgage servicing rights		(2,726	)		(37,093	)
Total loss	$	(2,789	)	$	(34,224	)

(1) Does not include the effect of hedging activities, which is included in “Other non-interest income.”

(2) The presentation of the amounts for the three months ended March 31, 2016 has been modified to conform to the presentation for the three months ended March 31, 2017.

The Company has determined that there is no instrument-specific credit risk related to its loans held for sale, due to the short duration of such assets.

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Changes in Level 3 Fair Value Measurements

The following tables present, for the three months ended March 31, 2017 and 2016, a roll-forward of the balance sheet amounts (including changes in fair value) for financial instruments classified in Level 3 of the valuation hierarchy:

(in thousands)	Fair Value January 1, 2017		Total Realized/Unrealized Gains/(Losses) Recorded in					Issuances		Settlements			Transfers to/(from) Level 3		Fair Value at March 31, 2017		Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2017
			Income/ (Loss)			Comprehensive (Loss) Income
Mortgage servicing rights	$	228,099	$	(2,726	)	$	—	$	7,574	$	(4,147	)	$	—	$	228,800	$	(2,726	)
Interest rate lock commitments		982		1,467			—		—		—			—		2,449		2,430
(in thousands)	Fair Value January 1, 2016		Total Realized/Unrealized Gains/(Losses) Recorded in					Issuances		Settlements			Transfers to/(from) Level 3		Fair Value at March 31, 2016		Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2016
			Income/ (Loss)			Comprehensive (Loss) Income
Mortgage servicing rights	$	243,389	$	(37,093	)	$	—	$	7,948	$	(6,157	)	$	—	$	208,087	$	(37,093	)
Interest rate lock commitments		2,526		4,163			—		—		—			—		6,689		6,586

The Company’s policy is to recognize transfers in and out of Levels 1, 2, and 3 as of the end of the reporting period. There were no transfers in or out of Levels 1, 2, or 3 during the three months ended March 31, 2017 or 2016.

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For Level 3 assets and liabilities measured at fair value on a recurring basis as of March 31, 2017, the significant unobservable inputs used in the fair value measurements were as follows:

(dollars in thousands)	Fair Value at Mar. 31, 2017	Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Mortgage servicing rights	$228,800	Discounted Cash Flow	Weighted Average Constant Prepayment Rate (1)	8.90%
			Weighted Average Discount Rate	10.05
Interest rate lock commitments	2,449	Discounted Cash Flow	Weighted Average Closing Ratio	75.91

(1) Represents annualized loan repayment rate assumptions.

The significant unobservable inputs used in the fair value measurement of the Company’s MSRs are the weighted average constant prepayment rate and the weighted average discount rate. Significant increases or decreases in either of those inputs in isolation could result in significantly lower or higher fair value measurements. Although the constant prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions.

The significant unobservable input used in the fair value measurement of the Company’s IRLCs is the closing ratio, which represents the percentage of loans currently in an interest rate lock position that management estimates will ultimately close. Generally, the fair value of an IRLC is positive if the prevailing interest rate is lower than the IRLC rate, and the fair value of an IRLC is negative if the prevailing interest rate is higher than the IRLC rate. Therefore, an increase in the closing ratio (i.e., a higher percentage of loans estimated to close) will result in the fair value of the IRLC increasing if in a gain position, or decreasing if in a loss position. The closing ratio is largely dependent on the stage of processing that a loan is currently in, and the change in prevailing interest rates from the time of the interest rate lock.

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a non-recurring basis. Such instruments are subject to fair value adjustments under certain circumstances (e.g., when there is evidence of impairment). The following tables present assets and liabilities that were measured at fair value on a non-recurring basis as of March 31, 2017 and December 31, 2016, and that were included in the Company’s consolidated statements of condition at those dates:

	Fair Value Measurements at March 31, 2017 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	12,418	$	12,418
Other assets (2)		—		—		1,177		1,177
Total	$	—	$	—	$	13,595	$	13,595

(1) Represents the fair value of impaired loans, based on the value of the collateral.

(2) Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

	Fair Value Measurements at December 31, 2016 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	15,635	$	15,635
Other assets (2)		—		—		5,684		5,684
Total	$	—	$	—	$	21,319	$	21,319

(1) Represents the fair value of impaired loans, based on the value of the collateral.

(2) Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

The fair values of collateral-dependent impaired loans are determined using various valuation techniques, including consideration of appraised values and other pertinent real estate market data.

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Other Fair Value Disclosures

GAAP requires the disclosure of fair value information about the Company’s on- and off-balance sheet financial instruments. When available, quoted market prices are used as the measure of fair value. In cases where quoted market prices are not available, fair values are based on present-value estimates or other valuation techniques. Such fair values are significantly affected by the assumptions used, the timing of future cash flows, and the discount rate.

Because assumptions are inherently subjective in nature, estimated fair values cannot be substantiated by comparison to independent market quotes. Furthermore, in many cases, the estimated fair values provided would not necessarily be realized in an immediate sale or settlement of such instruments.

The following tables summarize the carrying values, estimated fair values, and fair value measurement levels of financial instruments that were not carried at fair value on the Company’s Consolidated Statements of Condition at March 31, 2017 and December 31, 2016:

	March 31, 2017
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	984,296	$	984,296	$	984,296		$	—		$	—
Securities held to maturity		3,642,104		3,750,049		200,055			3,549,994			—
FHLB stock (1)		577,943		577,943		—			577,943			—
Loans, net		38,973,215		39,177,036		—			—			39,177,036
Financial Liabilities:
Deposits	$	28,726,546	$	28,718,398	$	21,164,339	(2)	$	7,554,059	(3)	$	—
Borrowed funds		13,213,452		13,163,397		—			13,163,397			—

(1) Carrying value and estimated fair value are at cost.

(2) NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

(3) Certificates of deposit.

	December 31, 2016
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	557,850	$	557,850	$	557,850		$	—		$	—
Securities held to maturity		3,712,776		3,813,959		200,220			3,613,739			—
FHLB stock (1)		590,934		590,934		—			590,934			—
Loans, net		39,308,016		39,416,469		—			—			39,416,469
Financial Liabilities:
Deposits	$	28,887,903	$	28,888,064	$	21,310,733	(2)	$	7,577,331	(3)	$	—
Borrowed funds		13,673,379		13,633,943		—			13,633,943			—

(1) Carrying value and estimated fair value are at cost.

(2) NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

(3) Certificates of deposit.

33

The methods and significant assumptions used to estimate fair values for the Company’s financial instruments follow:

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and federal funds sold. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities.

Securities

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, pricing models also incorporate transaction details such as maturities and cash flow assumptions.

Federal Home Loan Bank Stock

Ownership in equity securities of the FHLB is restricted and there is no established market for their resale. The carrying amount approximates the fair value.

Loans

The loan portfolio is segregated into various components for valuation purposes in order to group loans based on their significant financial characteristics, such as loan type (mortgage or other) and payment status (performing or non-performing). The estimated fair values of mortgage and other loans are computed by discounting the anticipated cash flows from the respective portfolios. The discount rates reflect current market rates for loans with similar terms to borrowers of similar credit quality. The estimated fair values of non-performing mortgage and other loans are based on recent collateral appraisals.

The methods used to estimate the fair values of loans are extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and estimates that best reflect the Company’s loan portfolio and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets. Accordingly, readers are cautioned in using this information for purposes of evaluating the financial condition and/or value of the Company in and of itself, or in comparison with that of any other company.

Mortgage Servicing Rights

MSRs do not trade in an active market with readily observable prices. Accordingly, the Company bases the fair value of its MSRs on a valuation performed by a third-party valuation specialist. This specialist determines fair value based on the present value of estimated future net servicing income cash flows, and incorporates assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The specialist and the Company evaluate, and periodically adjust, as necessary, these underlying inputs and assumptions to reflect market conditions and changes in the assumptions that a market participant would consider in valuing MSRs.

Derivative Financial Instruments

For exchange-traded futures and exchange-traded options, fair value is based on observable quoted market prices in an active market. For forward commitments to buy and sell loans and mortgage-backed securities, fair value is based on observable market prices for similar loans and securities in an active market. The fair value of IRLCs for one-to-four family mortgage loans that the Company intends to sell is based on internally developed models. The key model inputs primarily include the sum of the value of the forward commitment based on the loans’ expected settlement dates, the value of MSRs arrived at by an independent MSR broker, government agency price adjustment factors, and historical IRLC fall-out factors.

Deposits

The fair values of deposit liabilities with no stated maturity (i.e., NOW and money market accounts, savings accounts, and non-interest-bearing accounts) are equal to the carrying amounts payable on demand. The fair values of CDs represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. These estimated fair values do not include the intangible value of core deposit relationships, which comprise a significant portion of the Company’s deposit base.

34

Borrowed Funds

The estimated fair value of borrowed funds is based either on bid quotations received from securities dealers or the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities and structures.

Off-Balance Sheet Financial Instruments

The fair values of commitments to extend credit and unadvanced lines of credit are estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the commitments and the creditworthiness of the potential borrowers. The estimated fair values of such off-balance sheet financial instruments were insignificant at March 31, 2017 and 2016.

Note 12. Derivative Financial Instruments

The Company’s derivative financial instruments consist of financial forward and futures contracts, interest rate swaps, IRLCs, and options. These derivatives relate to mortgage banking operations, residential MSRs, and other risk management activities, and seek to mitigate or reduce the Company’s exposure to losses from adverse changes in interest rates. These activities will vary in scope based on the level and volatility of interest rates, other changing market conditions, and the types of assets held.

In accordance with the applicable accounting guidance, the Company takes into account the impact of collateral and master netting agreements that allow it to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related collateral when recognizing derivative assets and liabilities. As a result, the Company’s Statements of Financial Condition could reflect derivative contracts with negative fair values that are included in derivative assets, and contracts with positive fair values that are included in derivative liabilities.

The Company held derivatives with a notional amount of $1.8 billion at March 31, 2017. Changes in the fair value of these derivatives are reflected in current-period earnings. None of these derivatives are designated as hedges for accounting purposes.

The Company uses various financial instruments, including derivatives, in connection with its strategies to reduce pricing risk resulting from changes in interest rates. Derivative instruments may include IRLCs entered into with borrowers or correspondents/brokers to acquire agency-conforming fixed and adjustable rate residential mortgage loans that will be held for sale, as well as Treasury options and Eurodollar futures.

The Company enters into forward contracts to sell fixed rate mortgage-backed securities to protect against changes in the prices of agency-conforming fixed rate loans held for sale. Forward contracts are entered into with securities dealers in an amount related to the portion of IRLCs that is expected to close. The value of these forward sales contracts moves inversely with the value of the loans in response to changes in interest rates.

To manage the price risk associated with fixed-rate non-conforming mortgage loans, the Company generally enters into forward contracts on mortgage-backed securities or forward commitments to sell loans to approved investors. Short positions in Eurodollar futures contracts are used to manage price risk on adjustable rate mortgage loans held for sale.

The Company uses interest rate swaps to hedge the fair value of its residential MSRs. The Company also purchases put and call options to manage the risk associated with variations in the amount of IRLCs that ultimately close.

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The following table sets forth information regarding the Company’s derivative financial instruments at March 31, 2017:

	March 31, 2017
(in thousands)	Notional Amount		Unrealized (1)
			Gain		Loss
Treasury options	$	370,000	$	86	$	205
Eurodollar futures		50,000		23		9
Interest rate swaps		350,000		710		6,219
Forward commitments to sell loans/mortgage-backed securities		410,000		32		2,488
Forward commitments to buy loans/mortgage-backed securities		315,000		2,078		—
Interest rate lock commitments		289,118		2,449		—
Total derivatives	$	1,784,118	$	5,378	$	8,921

(1) Derivatives in a net gain position are recorded as “Other assets” and derivatives in a net loss position are recorded as “Other liabilities” in the Consolidated Statements of Condition.

In addition, the Company mitigates a portion of the risk associated with changes in the value of its residential MSRs. The general strategy for mitigating this risk is to purchase derivative instruments, the value of which changes in the opposite direction of interest rates. This action partially offsets changes in the value of its servicing assets, which tends to move in the same direction as interest rates. Accordingly, the Company purchases Eurodollar futures and call options on Treasury securities, and enters into forward contracts to purchase mortgage-backed securities.

The following table sets forth the effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

	(Loss) Gain Included in Mortgage Banking Income
	for the Three Months Ended March 31,
(in thousands)	2017			2016
Treasury options	$	(2,170	)	$	7,231
Treasury and Eurodollar futures		(8	)		66
Interest rate swaps		(197	)		1,496
Forward commitments to buy/sell loans/mortgage-backed securities		(4,223	)		869
Total (loss) gain	$	(6,598	)	$	9,662

The Company has in place an enforceable master netting arrangement with every counterparty. All master netting arrangements include rights to offset associated with the Company’s recognized derivative assets, derivative liabilities, and the cash collateral received and pledged. Accordingly, the Company, where appropriate, offsets all derivative asset and liability positions with the cash collateral received and pledged.

The following tables present the effect of the master netting arrangements on the presentation of the derivative assets in the Consolidated Statements of Condition as of the dates indicated:

	March 31, 2017
(in thousands)	Gross Amount of Recognized Assets (1)		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Received
Derivatives	$	7,502	$	2,892	$	4,610	$	—	$	—	$	4,610

(1) Includes $2.1 million to purchase Treasury options.

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	December 31, 2016
(in thousands)	Gross Amount of Recognized Assets (1)		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Received
Derivatives	$	20,422	$	17,861	$	2,561	$	—	$	—	$	2,561

(1) Includes $1.9 million to purchase Treasury options.

The following tables present the effect the master netting arrangements had on the presentation of the derivative liabilities in the Consolidated Statements of Condition as of the dates indicated:

	March 31, 2017
(in thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Pledged
Derivatives	$	8,921	$	2,531	$	6,390	$	—	$	—	$	6,390
	December 31, 2016
(in thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Pledged
Derivatives	$	23,728	$	16,588	$	7,140	$	—	$	—	$	7,140

Note 13. Segment Reporting

The Company’s operations are divided into two reportable business segments: Banking Operations and Residential Mortgage Banking. These operating segments have been identified based on the Company’s organizational structure. The segments require unique technology and marketing strategies, and offer different products and services. While the Company is managed as an integrated organization, individual executive managers are held accountable for the operations of these business segments.

The Company measures and presents information for internal reporting purposes in a variety of ways. The internal reporting system presently used by management in the planning and measurement of operating activities, and to which most managers are held accountable, is based on organizational structure.

The management accounting process uses various estimates and allocation methodologies to measure the performance of the operating segments. To determine financial performance for each segment, the Company allocates capital, funding charges and credits, certain non-interest expenses, and income tax provisions to each segment, as applicable. Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised and/or as business or product lines within the segments change. In addition, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically revised.

The Company seeks to maximize shareholder value by, among other means, optimizing the return on stockholders’ equity and managing risk. Capital is assigned to each segment, the combination of which is equivalent to the Company’s consolidated total, on an economic basis, using management’s assessment of the inherent risks associated with the respective segments.

The Company allocates expenses to the reportable segments based on various factors, including the volume and number of loans produced and the number of full-time equivalent employees. Income taxes are allocated to the various segments based on taxable income and statutory rates applicable to the segment.

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Banking Operations Segment

The Banking Operations segment serves consumers and businesses by offering and servicing a variety of loan and deposit products and other financial services.

Residential Mortgage Banking Segment

The Residential Mortgage Banking segment originates, aggregates, sells, and services one-to-four family mortgage loans. Mortgage loan products consist primarily of agency-conforming, fixed and adjustable rate loans and, to a lesser extent, jumbo loans, for the purpose of purchasing or refinancing one-to-four family homes. The Residential Mortgage Banking segment earns interest on loans held in the warehouse and non-interest income from the origination and servicing of loans. It also recognizes gains or losses on the sale of such loans.

The following tables provide a summary of the Company’s segment results for the three months ended March 31, 2017 and 2016 on an internally managed accounting basis:

	For the Three Months Ended March 31, 2017
(in thousands)	Banking Operations			Residential Mortgage Banking		Total Company
Net interest income	$	292,277		$	2,640	$	294,917
Recovery of loan losses		(4,008	)		—		(4,008	)
Non-Interest Income:
Third party(1)		21,869			10,303		32,172
Inter-segment		(3,759	)		3,759		—
Total non-interest income		18,110			14,062		32,172
Non-interest expense(2)		150,936			16,007		166,943
Income before income tax expense		163,459			695		164,154
Income tax expense		59,920			277		60,197
Net income	$	103,539		$	418	$	103,957
Identifiable segment assets (period-end)	$	48,285,443		$	539,121	$	48,824,564

(1) Includes ancillary fee income.

(2) Includes both direct and indirect expenses.

	For the Three Months Ended March 31, 2016
(in thousands)	Banking Operations			Residential Mortgage Banking			Total Company
Net interest income	$	324,917		$	2,949		$	327,866
Recoveries of loan losses		(176	)		—			(176	)
Non-Interest Income:
Third party (1)		30,586			4,651			35,237
Inter-segment		(4,112	)		4,112			—
Total non-interest income		26,474			8,763			35,237
Non-interest expense (2)		142,050			16,398			158,448
Income (loss) before income tax expense (benefit)		209,517			(4,686	)		204,831
Income tax expense (benefit)		76,815			(1,893	)		74,922
Net income (loss)	$	132,702		$	(2,793	)	$	129,909
Identifiable segment assets (period-end)	$	47,739,937		$	775,635		$	48,515,572

(1) Includes ancillary fee income.

(2) Includes both direct and indirect expenses.

Note 14. Impact of Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities” (“ASU No. 2017-08”). ASU No. 2017-08 shortens the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The Company plans to adopt ASU No. 2017-08 effective January 1, 2019 and the adoption is not expected to have a material effect on the Company’s consolidated statements of condition, results of operations, or cash flows.

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In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU No. 2017-04 eliminates the second step of the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity will recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill recorded. ASU No. 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The Company plans to adopt ASU No. 2017-04 beginning January 1, 2020 and its adoption is not expected to have a material effect on the Company’s consolidated statements of condition, results of operations, or cash flows.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 addresses the following cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The Company plans to adopt ASU No. 2016-15 beginning January 1, 2018 and its adoption is not expected to have a material effect on the Company’s consolidated statements of condition or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 amends guidance on reporting credit losses for assets held on an amortized cost basis and available-for-sale debt securities. For assets held at amortized cost, ASU No. 2016-13 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however ASU No. 2016-13 will require that credit losses be presented as an allowance rather than as a write-down. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company plans to adopt ASU No. 2016-13 effective January 1, 2020, using the required modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. The Company is evaluating ASU No. 2016-13, initiating implementation efforts across the Company, and planning for loss modeling requirements consistent with lifetime expected loss estimates. The adoption of ASU No. 2016-13 could have a material effect on the Company’s consolidated statements of condition and results of operations. The extent of the impact upon adoption will likely depend on the characteristics of the Company’s loan portfolio and economic conditions at that date, as well as forecasted conditions thereafter.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 will require entities that lease assets to recognize as assets and liabilities on the balance sheet the respective rights and obligations created by those leases. ASU No. 2016-02 also will require disclosures that include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The Company plans to adopt ASU No. 2016-02 effective January 1, 2019 using the required modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. As a lessor and lessee, we do not anticipate the classification of our leases to change, but we expect to recognize substantially all of our leases for which we are the lessee as a lease liability and corresponding right-of-use asset on our consolidated statements of condition. The Company has assembled a project management team and is presently evaluating all of its leases, as well as contracts that may contain embedded leases, for compliance with the new lease accounting rules.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU No. 2016-01 amends guidance on classification and measurement of financial instruments, including revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The company will adopt ASU No. 2016-01 on January 1, 2018, and its adoption is not expected to have a material effect on the Company’s consolidated statements of condition, results of operations, or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will adopt ASU No. 2014-09 effective January 1, 2018 using the modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. ASU No. 2014-09 does not apply to the majority of our revenue stream, and is not expected to have a material impact on the Company’s statements of condition, results of operations, or cash flows.

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ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

For the purposes of this Quarterly Report on Form 10-Q, the words “we,” “us,” “our,” and the “Company” are used to refer to New York Community Bancorp, Inc. and our consolidated subsidiaries, including New York Community Bank and New York Commercial Bank (the “Community Bank” and the “Commercial Bank,” respectively, and collectively, the “Banks”).

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING LANGUAGE

This report, like many written and oral communications presented by New York Community Bancorp, Inc. and our authorized officers, may contain certain forward-looking statements regarding our prospective performance and strategies within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. We intend such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for purposes of said safe harbor provisions.

Forward-looking statements, which are based on certain assumptions and describe future plans, strategies, and expectations of the Company, are generally identified by use of the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “plan,” “project,” “seek,” “strive,” “try,” or future or conditional verbs such as “will,” “would,” “should,” “could,” “may,” or similar expressions. Although we believe that our plans, intentions, and expectations as reflected in these forward-looking statements are reasonable, we can give no assurance that they will be achieved or realized.

Our ability to predict results or the actual effects of our plans and strategies is inherently uncertain. Accordingly, actual results, performance, or achievements could differ materially from those contemplated, expressed, or implied by the forward-looking statements contained in this report.

There are a number of factors, many of which are beyond our control, that could cause actual conditions, events, or results to differ significantly from those described in our forward-looking statements. These factors include, but are not limited to:

• general economic conditions, either nationally or in some or all of the areas in which we and our customers conduct our respective businesses;

• conditions in the securities markets and real estate markets or the banking industry;

• changes in real estate values, which could impact the quality of the assets securing the loans in our portfolio;

• changes in interest rates, which may affect our net income, prepayment income, mortgage banking income, and other future cash flows, or the market value of our assets, including our investment securities;

• changes in the quality or composition of our loan or securities portfolios;

• changes in our capital management policies, including those regarding business combinations, dividends, and share repurchases, among others;

• potential increases in costs if the Company is designated a “Systemically Important Financial Institution” under the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”);

• heightened regulatory focus on CRE concentration and related limits that have been, or may in the future be, imposed by regulators;

• our use of derivatives to mitigate our interest rate exposure;

• changes in competitive pressures among financial institutions or from non-financial institutions;

• changes in deposit flows and wholesale borrowing facilities;

• changes in the demand for deposit, loan, and investment products and other financial services in the markets we serve;

• our timely development of new lines of business and competitive products or services in a changing environment, and the acceptance of such products or services by our customers;

• our ability to obtain timely shareholder and regulatory approvals of any merger transactions we may propose;

• our ability to successfully integrate any assets, liabilities, customers, systems, and management personnel we may acquire into our operations, and our ability to realize related revenue synergies and cost savings within expected time frames;

• potential exposure to unknown or contingent liabilities of companies we have acquired, may acquire, or target for acquisition;

• failure to obtain applicable regulatory approvals for the payment of future dividends;

• the ability to pay future dividends at currently expected rates;

• the ability to hire and retain key personnel;

• the ability to attract new customers and retain existing ones in the manner anticipated;

• changes in our customer base or in the financial or operating performances of our customers’ businesses;

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• any interruption in customer service due to circumstances beyond our control;

• the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future;

• environmental conditions that exist or may exist on properties owned by, leased by, or mortgaged to the Company;

• any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

• operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent;

• the ability to keep pace with, and implement on a timely basis, technological changes;

• changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, including, but not limited to, the Dodd-Frank Act, and other changes pertaining to banking, securities, taxation, rent regulation and housing, financial accounting and reporting, environmental protection, and insurance, and the ability to comply with such changes in a timely manner;

• changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System;

• changes in accounting principles, policies, practices, or guidelines;

• a material breach in performance by the Community Bank under our loss sharing agreements with the FDIC;

• changes in our estimates of future reserves based upon the periodic review thereof under relevant regulatory and accounting requirements;

• changes in regulatory expectations relating to predictive models we use in connection with stress testing and other forecasting or in the assumptions on which such modeling and forecasting are predicated;

• changes in our credit ratings or in our ability to access the capital markets;

• natural disasters, war, or terrorist activities; and

• other economic, competitive, governmental, regulatory, technological, and geopolitical factors affecting our operations, pricing, and services.

In addition, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control.

Furthermore, we routinely evaluate opportunities to expand through acquisitions and conduct due diligence activities in connection with such opportunities. As a result, acquisition discussions and, in some cases, negotiations, may take place at any time, and acquisitions involving cash or our debt or equity securities may occur.

See Part II, Item 1A, “Risk Factors,” in this report and Part I, Item 1A, “Risk Factors,” in our Form 10-K for the year ended December 31, 2016 for a further discussion of important risk factors that could cause actual results to differ materially from our forward-looking statements.

Readers should not place undue reliance on these forward-looking statements, which reflect our expectations only as of the date of this report. We do not assume any obligation to revise or update these forward-looking statements except as may be required by law.

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RECONCILIATIONS OF STOCKHOLDERS’ EQUITY, COMMON STOCKHOLDERS’ EQUITY, AND TANGIBLE COMMON STOCKHOLDERS’ EQUITY;

TOTAL ASSETS AND TANGIBLE ASSETS; AND THE RELATED MEASURES

(unaudited)

While stockholders’ equity, common stockholders’ equity, total assets, and book value per common share are financial measures that are recorded in accordance with U.S. generally accepted accounting principles (“GAAP”), tangible common stockholders’ equity, tangible assets, and tangible book value per common share are not. It is management’s belief that these non-GAAP measures should be disclosed in this report and others we issue for the following reasons:

1. Tangible common stockholders’ equity is an important indication of the Company’s ability to grow organically and through business combinations, as well as its ability to pay dividends and to engage in various capital management strategies.

2. Tangible book value per common share and the ratio of tangible common stockholders’ equity to tangible assets are among the capital measures considered by current and prospective investors, both independent of, and in comparison with, the Company’s peers.

Tangible common stockholders’ equity, tangible assets, and the related non-GAAP measures should not be considered in isolation or as a substitute for stockholders’ equity, common stockholders’ equity, total assets, or any other measure calculated in accordance with GAAP. Moreover, the manner in which we calculate these non-GAAP measures may differ from that of other companies reporting non-GAAP measures with similar names.

Reconciliations of our stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity; our total assets and tangible assets; and the related financial measures at March 31, 2017 and December 31, 2016 follow:

(in thousands)	March 31, 2017			December 31, 2016
Stockholders’ Equity	$	6,647,351		$	6,123,991
Less: Preferred stock		(503,116	)		—
Common stockholders’ equity	$	6,144,235		$	6,123,991
Less: Goodwill		(2,436,131	)		(2,436,131	)
Core deposit intangibles		(54	)		(208	)
Tangible common stockholders’ equity	$	3,708,050		$	3,687,652
Total Assets	$	48,824,564		$	48,926,555
Less: Goodwill		(2,436,131	)		(2,436,131	)
Core deposit intangibles		(54	)		(208	)
Tangible assets	$	46,388,379		$	46,490,216
Common stockholders’ equity to total assets		12.58	%		12.52	%
Tangible common stockholders’ equity to tangible assets		7.99			7.93
Book value per common share		$12.57			$12.57
Tangible book value per common share		7.58			7.57

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Executive Summary

New York Community Bancorp, Inc. is the holding company for New York Community Bank (the “Community Bank”), with 225 branches in Metro New York, New Jersey, Ohio, Florida, and Arizona; and New York Commercial Bank (the “Commercial Bank”), with 30 branches in Metro New York. At March 31, 2017, we had total assets of $48.8 billion, including loans, net, of $39.0 billion, and total deposits of $28.7 billion.

Chartered in the State of New York, the Community Bank and the Commercial Bank are subject to regulation by the Federal Deposit Insurance Corporation (the “FDIC”), the Consumer Financial Protection Bureau, and the New York State Department of Financial Services. In addition, the holding company is subject to regulation by the Board of Governors of the Federal Reserve System (the “FRB”), the U.S. Securities and Exchange Commission (the “SEC”), and the requirements of the New York Stock Exchange, where shares of our common stock are traded under the symbol “NYCB” and shares of our preferred stock trade under the symbol “NYCB PR A.”

As a publicly traded company, our mission is to provide our shareholders with a solid return on their investment by producing a strong financial performance, maintaining a solid capital position, and engaging in corporate strategies that enhance the value of their shares. In the three months ended March 31, 2017, we generated net income available to common shareholders of $104.0 million, or $0.21 per diluted share, and strengthened our capital position, as further described below:

We Enhanced our Regulatory Capital Position through a $515.0 Million Preferred Stock Offering

In the last month of the quarter, we issued 515,000 shares of preferred stock. The offering generated capital of $503.1 million, net of underwriting and other issuance costs, for general corporate purposes, with the bulk of the proceeds being distributed to the Community Bank. As a result of this offering, we increased our tier 1 risk-based capital ratio to 12.23% at the end of March from 10.62% at the end of December and our total risk-based capital ratio to 13.71% from 12.12%. We also increased our leverage capital ratio to 9.24% at the end of the first quarter from 8.00% at December 31st.     

We Continued to Manage our Assets below the SIFI Threshold

In the first three months of 2017, we continued to manage our assets below the threshold for a Systemically Important Financial Institution (“SIFI”), a strategy we launched in the fourth quarter of 2014. Year-to-date, we achieved this goal by selling $214.9 million of multi-family and commercial real estate (“CRE”) loans through participations, while at the same time originating $1.2 billion of such loans for portfolio. In addition, our securities portfolio declined $124.7 million from the year-end balance, primarily reflecting repayments. As a result, our assets fell $102.0 million in the three months ended March 31, 2017 to $48.8 billion, bringing the four-quarter average to $49.1 billion at that date.

We Maintained a Strong Presence in our Multi-Family Lending Niche

In the first three months of 2017, we produced $1.7 billion of non-covered loans held for investment, including $954.6 million of multi-family loans. While loan growth was tempered by a combination of sales and prepayments, the portfolio of non-covered held-for-investment loans was $37.2 billion at the end of the current first quarter, comparable to the balance at December 31st. Multi-family loans represented $27.0 billion, or 72.5%, of the March 31st balance, a $91.9 million increase from the balance at the end of 2016.

We Maintained our Solid Record of Asset Quality

Non-performing non-covered assets represented $70.4 million, or 0.15%, of total non-covered assets at the end of the current first quarter, and non-performing non-covered loans represented $60.1 million, or 0.16%, of total non-covered loans. While our level of non-performing assets was modestly higher than the year-end level, the increase stemmed almost entirely from the transition to non-accrual status of $9.2 million of taxi medallion and taxi medallion-related loans over the three-month period.

Our Net Interest Income Was Pressured by the Rise in Interest Rates

While the benefits of the actions cited above are reflected in our statement of condition, our statement of operations largely reflects the impact on our net interest income and margin of the rise in market interest rates since November 2016. As interest rates rose, fewer property owners refinanced or engaged in new transactions. As a result, the level of prepayment income fell to $12.1 million in the current first quarter from $22.1 million and $23.7 million, respectively, in the trailing and year-earlier three months. In addition, the rise in short-term interest rates led to a rise in our cost of deposits and borrowed funds. Reflecting these factors, as well as our temporary restraint on growing our assets, our net interest income fell $20.6 million sequentially and $32.9 million year-over-year to $294.9 million, and our margin fell 15 and 23 basis points, respectively, to 2.71% in the first three months of this year.

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Our Efficiency Ratio Continues to Reflect the Impact of Our Preparations for SIFI Status

Operating expenses rose sequentially and year-over-year to $166.8 million, as the addition of senior-level staff to certain back-office departments combined with the payment of payroll taxes and normal salary increases to drive an increase in compensation and benefits expense.

While non-interest income was fairly consistent with the trailing-quarter level, the decline in net interest income and the rise in operating expenses resulted in our efficiency ratio rising to 50.99% from 47.20% in the trailing three months.                    

Notwithstanding indications that regulatory reform is being considered, we believe that preparing to be compliant with the current Dodd-Frank regulations is a prudent course of action for us to pursue.

External Factors

The following is a discussion of certain external factors that tend to influence our financial performance and the strategic actions we take:

Interest Rates

Among the external factors that tend to influence our performance, the interest rate environment is key.

The cost of our deposits and short-term borrowed funds is largely based on short-term rates of interest, the level of which is partially impacted by the actions of the Federal Open Market Committee of the Federal Reserve Board of Governors (the “FOMC”). The FOMC reduces, maintains, or increases the target fed funds rate (the rate at which banks borrow funds overnight from one another) as it deems necessary. Since the fourth quarter of 2008, when the target fed funds rate was lowered to a range of 0% to 0.25%, the rate has been raised three times: on December 17, 2015, to a range of 0.25% to 0.50%; on December 14, 2016, to a range of 0.50% to 0.75%; and, most recently, on March 15, 2017, to a range of 0.75% to 1.00%.

Just as short-term interest rates affect the cost of our deposits and that of the funds we borrow, market interest rates affect the yields on the loans we produce for investment and the securities in which we invest. As further discussed under “Loans Held for Investment” later on in this discussion, the interest rates on our multi-family and CRE loans generally are based on the five-year Constant Maturity Treasury Rate (“CMT”).

The following table summarizes the high, low, and average five- and ten-year CMTs in the three months ended March 31, 2017, December 31, 2016, and March 31, 2016:

	Five-Year Constant Maturity Treasury Rate										Ten-Year Constant Maturity Treasury Rate
	March 31,			December 31,			March 31,				March 31,			December 31,			March 31,
	2017			2016			2016				2017			2016			2016
High		2.14	%		2.10	%		1.73	%	High		2.62	%		2.60	%		2.25	%
Low		1.80			1.18			1.11		Low		2.31			1.63			1.63
Average		1.95			1.61			1.37		Average		2.45			2.14			1.91

(Source: Bloomberg)

In addition, residential market interest rates impact the volume of one-to-four family mortgage loans we originate in any given quarter, directly affecting new home purchases and refinancing activity. Accordingly, when residential mortgage interest rates are low, refinancing activity typically increases; as residential mortgage interest rates begin to rise, the refinancing of one-to-four family mortgage loans typically declines. In the three months ended March 31, 2017, we originated $560.2 million of one-to-four family mortgage loans for sale through our mortgage banking division, a $507.2 million reduction from the trailing-quarter volume and a $338.9 million reduction from the volume in the first quarter of 2016.

Changes in market interest rates generally have a lesser impact on our multi-family and CRE loan production than they do on our production of one-to-four family mortgage loans. Because the multi-family and CRE loans we produce generate income when they prepay (which is recorded as interest income), the impact of repayment activity can be especially meaningful. In the first three months of 2017, prepayment income from loans contributed $9.6 million to interest income; in the trailing and year-earlier quarters, the contribution was $18.2 million and $11.0 million, respectively.

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Economic Indicators

While we attribute our asset quality to the nature of the loans we produce and our conservative underwriting standards, the quality of our assets can also be impacted by economic conditions in our local markets and throughout the United States. The information that follows consists of recent economic data that we consider to be germane to our performance and the markets we serve.

The following table presents the unemployment rates for the United States and our key deposit markets in the months ended March 31, 2017, December 31, 2016, and March 31, 2016. While unemployment declined year-over-year in all but one of these markets, the sequential comparison indicates declines in certain markets and modest increases nationally and in two states.

	For the Month Ended
	March 31, 2017			December 31, 2016			March 31, 2016
Unemployment rate:
United States		4.6	%		4.5	%		5.1	%
New York City		4.1			4.4			5.4
Arizona		4.6			4.7			5.3
Florida		4.3			4.7			4.8
New Jersey		4.3			4.2			5.4
New York		4.4			4.5			5.1
Ohio		5.3			4.8			5.3

(Source: U.S. Department of Labor)

Another key economic indicator is the Consumer Price Index (the “CPI”), which measures the average change over time in the prices paid by urban consumers for a market basket of consumer goods and services. The following table indicates the change in the CPI for the twelve months ended at each of the indicated dates:

	For the Twelve Months Ended
	March 2017			December 2016			March 2016
Change in prices:		(0.3	)%		0.3	%		0.1	%

Given the impact that home prices have on residential mortgage lending, we believe the S&P/Case-Shiller Home Price Index is an important economic indicator for the Company. According to this index, home prices remained unchanged at 5.8% across the U.S. in the twelve months ended February 2017 and December 2016, while the March 2016 rate was 5.2%.

In addition, the volume of new home sales nationwide was at a seasonally adjusted annual rate of 621,000 in March 2017, according to estimates set forth in a U.S. Department of Commerce report issued on April 25, 2017. The March 2017 rate was 5.8% above the rate reported in February 2017 and 15.6% above the rate reported in March 2016.

Yet another pertinent economic indicator is the residential rental vacancy rate in New York, as reported by the U.S. Department of Commerce, and the office vacancy rate in Manhattan, as reported by a leading commercial real estate broker, Jones Lang LaSalle. These measures are important in view of the fact that 64.8% of our multi-family loans and 71.0% of our CRE loans are secured by properties in New York, with Manhattan accounting for 27.4% and 52.2% of our multi-family and CRE loans, respectively.

As reflected in the following table, residential rental vacancy rates in New York declined year-over-year and linked-quarter, while office vacancy rates in Manhattan rose year-over-year and declined slightly sequentially.

	For the Three Months Ended
	March 31, 2017			December 31, 2016			March 31, 2016
Rental Vacancy Rates:
New York residential		5.2	%		5.4	%		5.4	%
Manhattan office		10.3			10.4			10.0

In addition, the Consumer Confidence Index^® rose to 124.9 in March 2017 from 113.7 in December 2016 and from 96.2 in March 2016. An index level of 90 or more is considered indicative of a strong economy.

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Recent Events

Declaration of Dividend on Common Shares

On April 25, 2017, the Board of Directors declared a quarterly cash dividend of $0.17 per share on our common stock, payable on May 19, 2017 to shareholders of record at the close of business on May 8, 2017.

Critical Accounting Policies

We consider certain accounting policies to be critically important to the portrayal of our financial condition and results of operations, since they require management to make complex or subjective judgments, some of which may relate to matters that are inherently uncertain. The inherent sensitivity of our consolidated financial statements to these critical accounting policies, and the judgments, estimates, and assumptions used therein, could have a material impact on our financial condition or results of operations.

We have identified the following to be critical accounting policies: the determination of the allowances for loan losses; the valuation of mortgage servicing rights (“MSRs”); the determination of whether an impairment of securities is other than temporary; the determination of the amount, if any, of goodwill impairment; and the determination of the valuation allowance for deferred tax assets.

The judgments used by management in applying these critical accounting policies may be influenced by adverse changes in the economic environment, which may result in changes to future financial results.

Allowances for Loan Losses

Allowance for Losses on Non-Covered Loans

The allowance for losses on non-covered loans represents our estimate of probable and estimable losses inherent in the non-covered loan portfolio as of the date of the balance sheet. Losses on non-covered loans are charged against, and recoveries of losses on non-covered loans are credited back to, the allowance for losses on non-covered loans.

Although non-covered loans are held by either the Community Bank or the Commercial Bank, and a separate loan loss allowance is established for each, the total of the two allowances is available to cover all losses incurred. In addition, except as otherwise noted in the following discussion, the process for establishing the allowance for losses on non-covered loans is largely the same for each of the Community Bank and the Commercial Bank.

The methodology used for the allocation of the allowance for non-covered loan losses at March 31, 2017 and December 31, 2016 was generally comparable, whereby the Community Bank and the Commercial Bank segregated their loss factors (used for both criticized and non-criticized loans) into a component that was primarily based on historical loss rates and a component that was primarily based on other qualitative factors that are probable to affect loan collectability. In determining the respective allowances for non-covered loan losses, management considers the Community Bank’s and the Commercial Bank’s current business strategies and credit processes, including compliance with applicable regulatory guidelines and with guidelines approved by the respective Boards of Directors with regard to credit limitations, loan approvals, underwriting criteria, and loan workout procedures.

The allowance for losses on non-covered loans is established based on management’s evaluation of incurred losses in the portfolio in accordance with U.S. generally accepted accounting principles (“GAAP”), and is comprised of both specific valuation allowances and general valuation allowances.

Specific valuation allowances are established based on management’s analyses of individual loans that are considered impaired. If a non-covered loan is deemed to be impaired, management measures the extent of the impairment and establishes a specific valuation allowance for that amount. A non-covered loan is classified as “impaired” when, based on current information and/or events, it is probable that we will be unable to collect all amounts due under the contractual terms of the loan agreement. We apply this classification as necessary to non-covered loans individually evaluated for impairment in our portfolios. Smaller-balance homogenous loans and loans carried at the lower of cost or fair value are evaluated for impairment on a collective, rather than individual, basis. Loans to certain borrowers who have experienced financial difficulty and for which the terms have been modified, resulting in a concession, are considered troubled debt restructurings (“TDRs”) and are classified as impaired.

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We generally measure impairment on an individual loan and determine the extent to which a specific valuation allowance is necessary by comparing the loan’s outstanding balance to either the fair value of the collateral, less the estimated cost to sell, or the present value of expected cash flows, discounted at the loan’s effective interest rate. Generally, when the fair value of the collateral, net of the estimated cost to sell, or the present value of the expected cash flows is less than the recorded investment in the loan, any shortfall is promptly charged off.

We also follow a process to assign general valuation allowances to non-covered loan categories. General valuation allowances are established by applying our loan loss provisioning methodology, and reflect the inherent risk in outstanding held-for-investment loans. This loan loss provisioning methodology considers various factors in determining the appropriate quantified risk factors to use to determine the general valuation allowances. The factors assessed begin with the historical loan loss experience for each major loan category. We also take into account an estimated historical loss emergence period (which is the period of time between the event that triggers a loss and the confirmation and/or charge-off of that loss) for each loan portfolio segment.

The allocation methodology consists of the following components: First, we determine an allowance for loan losses based on a quantitative loss factor for loans evaluated collectively for impairment. This quantitative loss factor is based primarily on historical loss rates, after considering loan type, historical loss and delinquency experience, and loss emergence periods. The quantitative loss factors applied in the methodology are periodically re-evaluated and adjusted to reflect changes in historical loss levels, loss emergence periods, or other risks. Lastly, we allocate an allowance for loan losses based on qualitative loss factors. These qualitative loss factors are designed to account for losses that may not be provided for by the quantitative loss component due to other factors evaluated by management, which include, but are not limited to:

• Changes in lending policies and procedures, including changes in underwriting standards and collection, and charge-off and recovery practices;

• Changes in international, national, regional, and local economic and business conditions and developments that affect the collectability of the portfolio, including the condition of various market segments;

• Changes in the nature and volume of the portfolio and in the terms of loans;

• Changes in the volume and severity of past-due loans, the volume of non-accrual loans, and the volume and severity of adversely classified or graded loans;

• Changes in the quality of our loan review system;

• Changes in the value of the underlying collateral for collateral-dependent loans;

• The existence and effect of any concentrations of credit, and changes in the level of such concentrations;

• Changes in the experience, ability, and depth of lending management and other relevant staff; and

• The effect of other external factors, such as competition and legal and regulatory requirements, on the level of estimated credit losses in the existing portfolio.

By considering the factors discussed above, we determine an allowance for non-covered loan losses that is applied to each significant loan portfolio segment to determine the total allowance for losses on non-covered loans.

The historical loss period we use to determine the allowance for loan losses on non-covered loans is a rolling 25-quarter look-back period, as we believe this produces an appropriate reflection of our historical loss experience.

The process of establishing the allowance for losses on non-covered loans also involves:

• Periodic inspections of the loan collateral by qualified in-house and external property appraisers/inspectors;

• Regular meetings of executive management with the pertinent Board committee, during which observable trends in the local economy and/or the real estate market are discussed;

• Assessment of the aforementioned factors by the pertinent members of the Boards of Directors and management when making a business judgment regarding the impact of anticipated changes on the future level of loan losses; and

• Analysis of the portfolio in the aggregate, as well as on an individual loan basis, taking into consideration payment history, underwriting analyses, and internal risk ratings.

In order to determine their overall adequacy, each of the respective non-covered loan loss allowances is reviewed quarterly by management and the Board of Directors of the Community Bank or the Commercial Bank, as applicable.

We charge off loans, or portions of loans, in the period that such loans, or portions thereof, are deemed uncollectible. The collectability of individual loans is determined through an assessment of the financial condition and repayment capacity of the borrower and/or through an estimate of the fair value of any underlying collateral. For non-real estate-related consumer credits, the following past-due time periods determine when charge-offs are typically recorded: (1) Closed-end credits are charged off in the quarter that the loan becomes 120 days past due; (2) Open-end credits are charged off in the quarter that the loan becomes 180 days past due; and (3) Both closed-end and open-end credits are typically charged off in the quarter that the credit is 60 days past the date we received notification that the borrower has filed for bankruptcy.

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The level of future additions to the respective non-covered loan loss allowances is based on many factors, including certain factors that are beyond management’s control, such as changes in economic and local market conditions, including declines in real estate values, and increases in vacancy rates and unemployment. Management uses the best available information to recognize losses on loans or to make additions to the loan loss allowances; however, the Community Bank and/or the Commercial Bank may be required to take certain charge-offs and/or recognize further additions to their loan loss allowances, based on the judgment of regulatory agencies with regard to information provided to them during their examinations of the Banks.

An allowance for unfunded commitments is maintained separate from the allowances for non-covered loan losses and is included in “Other liabilities” in the Consolidated Statements of Condition.

Allowance for Losses on Covered Loans

We have elected to account for the loans acquired in our FDIC-assisted acquisitions of AmTrust Bank (“AmTrust”) and Desert Hills Bank (“Desert Hills”) (our “covered loans”) based on expected cash flows. This election is in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 310-30, “Loans and Debt Securities Acquired with Deteriorated Credit Quality” (“ASC 310-30”). In accordance with ASC 310-30, we maintain the integrity of a pool of loans accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

Covered loans are reported exclusive of the FDIC loss share receivable. The covered loans acquired in the AmTrust and Desert Hills acquisitions are reviewed for collectability based on the expectations of cash flows from these loans. Covered loans have been aggregated into pools of loans with common characteristics. In determining the allowance for losses on covered loans, we periodically perform an analysis to estimate the expected cash flows for each of the loan pools. A provision for losses on covered loans is recorded to the extent that the expected cash flows from a loan pool have decreased for credit-related items since the acquisition date. Accordingly, during the loss share recovery period, if there is a decrease in expected cash flows due to an increase in estimated credit losses as compared to the estimates made at the respective acquisition dates, the decrease in the present value of expected cash flows will be recorded as a provision for covered loan losses charged to earnings, and the allowance for covered loan losses will be increased. During the loss share recovery period, a related credit to non-interest income and an increase in the FDIC loss share receivable will be recognized at the same time, and will be measured based on the applicable loss sharing agreement percentage.

See Note 6, “Allowances for Loan Losses” for a further discussion of our allowance for losses on covered loans, as well as additional information about our allowance for losses on non-covered loans.

Mortgage Servicing Rights

We recognize the rights to service mortgage loans for others as a separate asset referred to as “mortgage servicing rights,” or “MSRs.” MSRs are generally recognized when loans are sold whole or in part (i.e., as a “participation”), and the servicing is retained by us. Both of the Company’s two classes of MSRs, residential and participation, are initially recorded at fair value. While residential MSRs continue to be carried at fair value, participation MSRs are subsequently amortized and carried at the lower of their fair value or amortized amount on a quarterly basis. The amortization is recorded in proportion to, and over the period of, estimated net servicing income.

We base the fair value of our MSRs on a valuation performed by a third-party valuation specialist. This specialist determines fair value based on the present value of estimated future net servicing income cash flows, and incorporates assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The specialist and the Company evaluate, and periodically adjust, as necessary, these underlying inputs and assumptions to reflect market conditions and changes in the assumptions that a market participant would consider in valuing MSRs.

Changes in the fair value of MSRs occur primarily in connection with the collection/realization of expected cash flows, as well as changes in the valuation inputs and assumptions. Changes in the fair value of residential MSRs are reported in “Mortgage banking income” and changes in the value of participation MSRs are reported in “Other income” in the period during which such changes occur.

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Investment Securities

The securities portfolio primarily consists of mortgage-related securities and, to a lesser extent, debt and equity (together, “other”) securities. Securities that are classified as “available for sale” are carried at their estimated fair value, with any unrealized gains or losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders’ equity. Securities that we have the intent and ability to hold to maturity are classified as “held to maturity” and carried at amortized cost, less the non-credit portion of other-than-temporary impairment (“OTTI”) recorded in accumulated other comprehensive loss, net of tax (“AOCL”).

The fair values of our securities, and particularly our fixed-rate securities, are affected by changes in market interest rates and credit spreads. In general, as interest rates rise and/or credit spreads widen, the fair value of fixed-rate securities will decline; as interest rates fall and/or credit spreads tighten, the fair value of fixed-rate securities will rise. We regularly conduct a review and evaluation of our securities portfolio to determine if the decline in the fair value of any security below its carrying amount is other than temporary. If we deem any decline in value to be other than temporary, the security is written down to its current fair value, creating a new cost basis, and the resultant loss (other than the OTTI of debt securities attributable to non-credit factors) is charged against earnings and recorded in “Non-interest income.” Our assessment of a decline in fair value includes judgment as to the financial position and future prospects of the entity that issued the investment security, as well as a review of the security’s underlying collateral. Broad changes in the overall market or interest rate environment generally will not lead to a write-down.

In accordance with OTTI accounting guidance, unless we have the intent to sell, or it is more likely than not that we may be required to sell a security before recovery, OTTI is recognized as a realized loss in earnings to the extent that the decline in fair value is credit-related. If there is a decline in fair value of a security below its carrying amount and we have the intent to sell it, or it is more likely than not that we may be required to sell the security before recovery, the entire amount of the decline in fair value is charged to earnings.

Goodwill Impairment

We have significant intangible assets related to goodwill. In connection with our acquisitions, assets that are acquired and liabilities that are assumed are recorded at their estimated fair values. Goodwill represents the excess of the purchase price of our acquisitions over the fair value of the identifiable net assets acquired, including other identified intangible assets. Our determination of whether or not goodwill is impaired requires us to make significant judgments and requires us to use significant estimates and assumptions regarding estimated future cash flows. If we change our strategy or if market conditions shift, our judgments may change, which may result in adjustments to the recorded goodwill balance.

We test our goodwill for impairment at the reporting unit level. These impairment evaluations are performed by comparing the carrying value of the goodwill of a reporting unit to its estimated fair value. We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We have identified two reporting units: our Banking Operations reporting unit and our Residential Mortgage Banking reporting unit. Our reporting units are the same as our operating segments and reportable segments.

For annual goodwill impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. If we conclude that this is the case, we must perform the two-step test described below. If we conclude based on the qualitative assessment that it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, we have completed our goodwill impairment test and do not need to perform the two-step test.

Under step one of the two-step test, we are required to determine the fair value of each reporting unit and compare it to the carrying value, including goodwill and other intangible assets, of such reporting unit. If the fair value exceeds the carrying value, no impairment loss is recognized and the second step, which is a calculation of the impairment, is not performed. However, if the carrying value of the reporting unit exceeds its fair value, an impairment charge is recorded equal to the extent that the carrying amount of goodwill exceeds its implied fair value.

Application of the impairment test requires judgment, including the identification of reporting units, assignment of assets and liabilities to reporting units, assignment of goodwill to reporting units, and the determination of the fair value of each reporting unit. In assessing whether goodwill is impaired, we must make estimates and assumptions regarding future cash flows, long-term growth rates of our business, operating margins, discount rates, weighted average cost of capital, and other factors to determine the fair value of our assets. These estimates and assumptions require management’s judgment, and changes to these estimates and assumptions, as a result of changing economic and competitive conditions, could materially affect the determination of fair value and/or impairment. Future events could cause us to conclude that indicators of impairment exist for goodwill, and may result from, among other things, deterioration in the performance of our business, adverse market conditions, adverse changes in applicable laws and regulations, competition, or the sale or disposition of a reporting unit. Any resulting impairment loss could have a material adverse impact on our financial condition and results of operations.

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As of March 31, 2017, we had goodwill of $2.4 billion. Our goodwill is evaluated for impairment annually as of year-end, or more frequently if conditions exist that indicate that the value may be impaired. During the three months ended March 31, 2017, no triggering events were identified that indicated that the value of goodwill might be impaired. We performed our annual goodwill impairment test as of December 31, 2016 and, based on the results of our qualitative assessments, found no indication of goodwill impairment at that date.

Income Taxes

In estimating income taxes, management assesses the relative merits and risks of the tax treatment of transactions, taking into account statutory, judicial, and regulatory guidance in the context of our tax position. In this process, management also relies on tax opinions, recent audits, and historical experience. Although we use the best available information to record income taxes, underlying estimates and assumptions can change over time as a result of unanticipated events or circumstances such as changes in tax laws and judicial guidance influencing our overall or transaction-specific tax position.

We recognize deferred tax assets and liabilities for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and the carryforward of certain tax attributes such as net operating losses. A valuation allowance is maintained for deferred tax assets that we estimate are more likely than not to be unrealizable, based on available evidence at the time the estimate is made. In assessing the need for a valuation allowance, we estimate future taxable income, considering the prudence and feasibility of tax planning strategies and the realizability of tax loss carryforwards. Valuation allowances related to deferred tax assets can be affected by changes to tax laws, statutory tax rates, and future taxable income levels. In the event we were to determine that we would not be able to realize all or a portion of our net deferred tax assets in the future, we would reduce such amounts through a charge to income tax expense in the period in which that determination was made. Conversely, if we were to determine that we would be able to realize our deferred tax assets in the future in excess of the net carrying amounts, we would decrease the recorded valuation allowance through a decrease in income tax expense in the period in which that determination was made. Subsequently recognized tax benefits associated with valuation allowances recorded in a business combination would be recorded as an adjustment to goodwill.

Balance Sheet Summary

At March 31, 2017, we recorded total assets of $48.8 billion, a $102.0 million reduction from the balance at December 31, 2016. Loans, net, and securities represented $39.0 billion and $3.7 billion, respectively, of the March 31st balance and were down $334.8 million and $124.7 million, respectively, from the year-end balances.

Deposits and borrowed funds totaled $28.7 billion and $13.2 billion at the close of the first quarter, reflecting reductions of $161.4 million and $459.9 million, respectively, from the year-end balances.

Largely reflecting the capital raised through the aforementioned preferred stock offering, total stockholders’ equity rose $523.4 million from the year-end 2016 balance to $6.6 billion at March 31, 2017.

Loans

Loans, net, fell $334.8 million to $39.0 billion in the three months ended March 31, 2017, representing 79.8% of total assets at that date. Included in the quarter-end balance were covered loans, net, of $1.6 billion, non-covered loans held for investment, net, of $37.2 billion, and non-covered loans held for sale of $216.0 million, as more fully discussed below.

Covered Loans

“Covered loans” refers to certain loans we acquired in our FDIC-assisted AmTrust and Desert Hills transactions, and are referred to as such because they are covered by loss sharing agreements with the FDIC. Each of the respective loss sharing agreements require the FDIC to reimburse us for 80% of losses up to a specified threshold, and for 95% of losses beyond that threshold, with respect to covered loans and covered other real estate owned (“OREO”).

The loss sharing (and reimbursement) agreements applicable to one-to-four family loans and home equity loans and lines of credit (“HELOCs”) are effective for a ten-year period from the date of acquisition. Under the loss sharing agreements applicable to all other covered loans and OREO, the FDIC reimbursed us for losses for a five-year period from the date of acquisition which has since expired; the period for sharing in recoveries on all other covered loans and OREO extends for a period of eight years from the acquisition date.

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Primarily reflecting repayments, covered loans declined $93.2 million in the first three months of this year to $1.6 billion, representing 4.1% of total loans, net, at March 31, 2017. One-to-four family loans represented $1.5 billion of total covered loans at the end of the quarter, while home equity loans and HELOCs represented $67.2 million, combined.

At March 31, 2017, $1.1 billion, or 65.8%, of our covered loans were adjustable rate loans, with a weighted average interest rate of 4.03%. The remainder of the covered loan portfolio at that date consisted of fixed rate loans. The interest rates on the adjustable rate loans in the covered loan portfolio are indexed to the one-year LIBOR or the one-year Treasury rate, plus a spread in the range of 2% to 5%, subject to certain caps.

Geographical Analysis of the Covered Loan Portfolio

The following table presents a geographical analysis of our covered loan portfolio at March 31, 2017:

(in thousands)
California	$	272,312
Florida		270,251
Arizona		121,721
Ohio		88,736
Massachusetts		81,077
Michigan		71,278
New York		63,092
Illinois		57,999
Maryland		49,933
Nevada		42,731
New Jersey		41,493
All other states		438,478
Total covered loans	$	1,599,101

Non-Covered Loans Held for Investment

Non-covered loans held for investment, net, represented $37.2 billion, or 95.4%, of total loans, net, at the end of the current first quarter, comparable to the balance at December 31st. In addition to a decline in originations, loan growth was tempered by prepayments, and by sales of participations totaling $214.9 million, as compared to $320.1 million in the trailing three-month period. Multi-family and CRE loans accounted for $122.2 million and $92.7 million, respectively, of loans sold during the current first quarter, as compared to $246.4 million and $70.3 million, respectively, of loans sold in the trailing three months.

In addition to multi-family loans and CRE loans, the held-for-investment portfolio includes substantially smaller balances of one-to-four family loans; ADC loans; and other loans, with specialty finance loans and leases and other commercial and industrial (“C&I”) loans comprising the bulk of the “Other loan” portfolio.

At March 31, 2017, loans secured by multi-family, CRE, and ADC properties (as defined in the FDIC’s CRE Guidance) represented 745.7% of the consolidated Banks’ total risk-based capital, within the 850% limit agreed to with our regulators.

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The following table presents information about the loans held for investment we originated in the three months ended March 31, 2017, December 31, 2016, and March 31, 2016:

	For the Three Months Ended
	March 31,		December 31,		March 31,
(in thousands)	2017		2016		2016
Mortgage Loans Originated for Investment:
Multi-family	$	954,613	$	1,154,934	$	1,580,787
Commercial real estate		250,342		287,754		81,423
One-to-four family		43,859		55,857		75,207
Acquisition, development, and construction		12,919		26,328		39,145
Total mortgage loans originated for investment	$	1,261,733	$	1,524,873	$	1,776,562
Other Loans Originated for Investment:
Specialty finance	$	269,164	$	358,811	$	197,212
Other commercial and industrial		122,155		140,910		170,359
Other		885		846		910
Total other loans originated for investment	$	392,204	$	500,567	$	368,481
Total loans originated for investment	$	1,653,937	$	2,025,440	$	2,145,043

The sequential and year-over-year declines in multi-family loan production reflected in the preceding table were largely market-driven. With market interest rates rising, fewer borrowers opted to refinance their loans or engage in property transactions; at the same time, we became more selective in our lending activities.

The individual held-for-investment loan portfolios are discussed in detail below.

Multi-Family Loans

Multi-family loans are our principal asset. The loans we produce are primarily secured by non-luxury residential apartment buildings in New York City that are rent-regulated and feature below-market rents—a market we refer to as our “primary lending niche.”

Multi-family loan originations represented $954.6 million, or 57.7%, of the held-for-investment loans we produced in the current first quarter, reflecting a linked-quarter decrease of $200.3 million and a $626.2 million decrease year-over-year. At March 31, 2017, multi-family loans represented $27.0 billion, or 72.5%, of total non-covered loans held for investment, reflecting a $91.9 million increase from the balance at December 31st. To limit the growth of the portfolio, we sold $122.2 million of multi-family loans through participations in the first three months of this year.

The average multi-family loan had a principal balance of $5.5 million at the end of the current first quarter, which was nominally higher than the balance at December 31, 2016.

The majority of our multi-family loans are made to long-term owners of residential apartment buildings with units that are subject to rent regulation and feature below-market rents. Our borrowers typically use the funds we provide for future real estate investments, or to make building-wide improvements and renovations to certain units, as a result of which they are able to increase the rents their tenants pay. In this way, the borrower creates increased cash flows to service debt and borrow against in future years.

In addition to underwriting multi-family loans on the basis of the buildings’ income and condition, we consider the borrowers’ credit history, profitability, and building management expertise. Borrowers are required to present evidence of their ability to repay the loan from the buildings’ current rent rolls, their financial statements, and related documents.

While a small percentage of our multi-family loans are ten-year fixed rate credits, the vast majority of our multi-family loans feature a term of ten or twelve years, with a fixed rate of interest for the first five or seven years of the loan, and an alternative rate of interest in years six through ten or eight through twelve. The rate charged in the first five or seven years is generally based on intermediate-term interest rates plus a spread. During the remaining years, the loan resets to an annually adjustable rate that is tied to the prime rate of interest, plus a spread. Alternately, the borrower may opt for a fixed rate that is tied to the five-year fixed advance rate of the Federal Home Loan Bank of New York (the “FHLB-NY”), plus a spread. The fixed-rate option also requires the payment of one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial five- or seven-year term. As the rent roll increases, the typical property owner seeks to refinance the mortgage, and generally does so before the loan reprices in year six or eight.

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Our multi-family loans tend to refinance within approximately three years of origination; at March 31, 2017 and December 31, 2016, the weighted average life of the multi-family loan portfolio was 3.3 years and 2.9 years, respectively.

Multi-family loans that refinance within the first five or seven years are typically subject to an established prepayment penalty schedule. Depending on the remaining term of the loan at the time of prepayment, the penalties normally range from five percentage points to one percentage point of the then-current loan balance. If a loan extends past the fifth or seventh year and the borrower selects the fixed rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten or eight through twelve. For example, a ten-year multi-family loan that prepays in year three would generally be expected to pay a prepayment penalty equal to three percentage points of the remaining principal balance. A twelve-year multi-family loan that prepays in year one or two would generally be expected to pay a penalty equal to five percentage points.

Because prepayment penalties are recorded as interest income, they are reflected in the average yields on our loans and interest-earning assets, our interest rate spread and net interest margin, and the level of net interest income we record. No assumptions are involved in the recognition of prepayment income, as such income is only recorded when cash is received.

Our success as a multi-family lender partly reflects the solid relationships we have developed with the market’s leading mortgage brokers, who are familiar with our lending practices, our underwriting standards, and our long-standing practice of basing our loans on the cash flows produced by the properties. The process of producing such loans is generally four to six weeks in duration and, because the multi-family market is largely broker-driven, the expense incurred in sourcing such loans is substantially reduced.

At March 31, 2017, the majority of our multi-family loans were secured by rent-regulated rental apartment buildings. In addition, 64.8% of our multi-family loans were secured by buildings in New York City and 5.4% were secured by buildings elsewhere in New York State. The remaining multi-family loans were secured by buildings outside these markets, including in the four other states served by our retail branch offices.

Our emphasis on multi-family loans is driven by several factors, including their structure, which reduces our exposure to interest rate volatility to some degree. Another factor driving our focus on multi-family lending has been the comparative quality of the loans we originate.

We primarily underwrite our multi-family loans based on the current cash flows produced by the collateral property, with a reliance on the “income” approach to appraising the properties, rather than the “sales” approach. The sales approach is subject to fluctuations in the real estate market, as well as general economic conditions, and is therefore likely to be more risky in the event of a downward credit cycle turn. We also consider a variety of other factors, including the physical condition of the underlying property; the net operating income of the mortgaged premises prior to debt service; the debt service coverage ratio (“DSCR”), which is the ratio of the property’s net operating income to its debt service; and the ratio of the loan amount to the appraised value of the property (“LTV”).

In addition to requiring a minimum DSCR of 120% on multi-family buildings, we obtain a security interest in the personal property located on the premises, and an assignment of rents and leases. Our multi-family loans generally represent no more than 75% of the lower of the appraised value or the sales price of the underlying property, and typically feature an amortization period of 30 years. In addition, our multi-family loans may contain an initial interest-only period which typically does not exceed two years; however, these loans are underwritten on a fully amortizing basis.

Accordingly, while our multi-family lending niche has not been immune to downturns in the credit cycle, the limited number of losses we have recorded, even in adverse credit cycles, suggests that the multi-family loans we produce involve less credit risk than certain other types of loans. In general, buildings that are subject to rent regulation have tended to be stable, with occupancy levels remaining more or less constant over time. Because the rents are typically below market and the buildings securing our loans are generally maintained in good condition, they have been more likely to retain their tenants in adverse economic times. In addition, we exclude any short-term property tax exemptions and abatement benefits the property owners receive when we underwrite the cash flows of our multi-family loans.

Commercial Real Estate Loans

CRE loans represented $7.5 billion, or 20.2%, of total loans held for investment, at the end of the current first quarter, a $191.0 million decrease from the balance at December 31, 2016. The decline was partially due to sales of CRE loan participations totaling $92.7 million, in addition to a sequential decline in the volume of CRE loans prepaid and produced. CRE loans represented $250.3 million, or 15.1%, of loans originated for investment in the current first quarter, reflecting a linked-quarter decrease of $37.4 million and a year-over-year increase of $168.9 million.

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At March 31, 2017 and December 31, 2016, the average CRE loan had a principal balance of $5.6 million; the average principal balance was $5.4 million at March 31, 2016.

The CRE loans we produce are secured by income-producing properties such as office buildings, retail centers, mixed-use buildings, and multi-tenanted light industrial properties. At March 31, 2017, 71.0% of our CRE loans were secured by properties in New York City, while properties on Long Island accounted for 11.5%. Other parts of New York State accounted for 2.5% of the properties securing our CRE credits, while all other states accounted for 15.0%, combined.

The terms of our CRE loans are similar to the terms of our multi-family credits, and the same prepayment penalties also apply. Furthermore, our CRE loans tend to refinance within three to four years of origination; the weighted average life of the CRE portfolio was 3.1 years and 3.4 years at March 31, 2017 and December 31, 2016.

The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and DSCR. The approval of a loan also depends on the borrower’s credit history, profitability, and expertise in property management, and generally requires a minimum DSCR of 130% and a maximum LTV of 65%. Furthermore, the origination of CRE loans typically requires a security interest in the fixtures, equipment, and other personal property of the borrower and/or an assignment of the rents and/or leases. In addition, CRE loans may contain an interest-only period which typically does not exceed three years. However, these loans are underwritten on a fully amortizing basis.

One-to-Four Family Loans

Primarily reflecting the production of prime jumbo hybrid loans over the course of the quarter, the balance of one-to-four family loans held for investment rose $35.9 million sequentially to $417.0 million, representing 1.1% of total loans held for investment, at March 31, 2017.    

Acquisition, Development, and Construction Loans

The balance of ADC loans rose $1.8 million to $383.0 million sequentially, representing 1.0% of total held-for-investment loans at the current first-quarter end. In the first quarter of 2017, we originated ADC loans of $12.9 million, a $13.4 million decrease from the trailing-quarter volume and a year-over-year decrease of $26.2 million.

Because ADC loans are generally considered to have a higher degree of credit risk, especially during a downturn in the credit cycle, borrowers are required to provide a guarantee of repayment and completion. In the three months ended March 31, 2017 and 2016, we recovered losses against guarantees of $256,000 and $229,000, respectively.

Other Loans

Other loans rose $10.1 million sequentially to $1.9 billion, representing 5.2% of total loans at March 31st. The increase was largely the net effect of a $14.5 million rise in specialty finance loans and leases to $1.3 billion and a $3.3 million decline in other C&I loans to $629.6 million. Included in the latter amount were New York City taxi medallion loans of $146.7 million, representing 0.39% of total loans held for investment, and an additional $15.3 million of other C&I loans secured by taxi medallions. The remainder of the “other loan” portfolio included non-covered purchased credit-impaired (“PCI”) loans (i.e., loans that were previously covered by FDIC loss sharing agreements), as well as home equity loans, HELOCs, and a nominal amount of consumer loans.

Originations of other loans totaled $392.2 million in the current first quarter, reflecting a $108.4 million decrease from the trailing-quarter volume and a $23.7 million increase from the year-earlier amount. Specialty finance loans and leases represented the bulk of the quarter’s other loan originations, at $269.2 million, reflecting an $89.6 million decrease from the trailing-quarter level and a $72.0 million increase from the year-earlier amount. Other C&I loans represented $122.2 million of the other loans produced in the current first quarter, down $18.8 million and $48.2 million, respectively, from the volumes in the earlier periods.

Specialty Finance Loans and Leases

Our specialty finance subsidiary is based in Foxboro, Massachusetts, and staffed by a group of industry veterans with expertise in originating and underwriting senior secured debt and equipment loans and leases. The subsidiary participates in syndicated loans that are brought to us, and equipment loans and leases that are assigned to us, by a select group of nationally recognized sources, and generally are made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide.

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The loans and leases we fund fall into three distinct categories: asset-based lending, dealer floor-plan lending, and equipment loan and lease financing. Each of these credits is secured with a perfected first security interest or outright ownership in the underlying collateral, and structured as senior debt or as a non-cancelable lease. The pricing of our asset-based and dealer floor-plan loans are at floating rates predominately tied to LIBOR, while our equipment financing credits are at fixed rates at a spread over Treasuries.

Since launching our specialty finance business in the third quarter of 2013, no losses have been recorded on any of the loans or leases in this portfolio.

Other Commercial and Industrial Loans

In contrast to the loans produced by our specialty finance subsidiary, the other C&I loans we produce are primarily made to small and mid-size businesses in the five boroughs of New York City and on Long Island. Such loans are tailored to meet the specific needs of our borrowers and include term loans, revolving lines of credit, and, to a lesser extent, loans that are partly guaranteed by the Small Business Administration. A broad range of other C&I loans, both collateralized and unsecured, are made available to businesses for working capital (including inventory and accounts receivable), business expansion, the purchase of machinery and equipment, and other general corporate needs. In determining the term and structure of other C&I loans, several factors are considered, including the purpose, the collateral, and the anticipated sources of repayment. Other C&I loans are typically secured by business assets and personal guarantees of the borrower, and include financial covenants to monitor the borrower’s financial stability.

The interest rates on our other C&I loans can be fixed or floating, with floating rate loans being tied to prime or some other market index, plus an applicable spread. Our floating rate loans may or may not feature a floor rate of interest. The decision to require a floor on other C&I loans depends on the level of competition we face for such loans from other institutions, the direction of market interest rates, and the profitability of our relationship with the borrower.

Lending Authority

The loans we originate for investment are subject to federal and state laws and regulations, and are underwritten in accordance with loan underwriting policies and procedures approved by the Mortgage and Real Estate Committee of the Community Bank (the “Mortgage Committee”), the Credit Committee of the Commercial Bank (the “Credit Committee”), and the respective Boards of Directors of the Banks.

Prior to 2017, all loans originated by the Banks were presented to the Mortgage Committee or the Credit Committee, as applicable. Furthermore, all loans of $20.0 million or more originated by the Community Bank, and all loans of $10.0 million or more originated by the Commercial Bank, were reported to the applicable Board of Directors. One-to-four family mortgage loans were approved by line-of-business personnel having underwriting authority pursuant to a separate policy applicable to our mortgage banking segment.

Effective January 27, 2017, and in accordance with the Banks’ credit policies, all loans other than one-to-four family mortgage loans and C&I loans less than or equal to $3.0 million are required to be presented to the Management Credit Committee for approval. All multi-family, CRE, and “other” C&I loans in excess of $5.0 million, and specialty finance loans in excess of $15.0 million, are also required to be presented to the Mortgage Committee or the Credit Committee, as applicable, so that the Committees can review the loans’ associated risks. The Committees have authority to direct changes in lending practices as they deem necessary or appropriate in order to address individual or aggregate risks and credit exposures in accordance with the Banks’ strategic objectives and risk appetites.

All mortgage loans in excess of $50.0 million and all “other” C&I loans in excess of $5.0 million require approval by the Mortgage Committee or the Credit Committee. Credit Committee approval also is required for specialty finance loans in excess of $15.0 million.

In addition, all loans of $20.0 million or more originated by the Community Bank, and all loans of $10.0 million or more originated by the Commercial Bank, continue to be reported to the applicable Board of Directors, and all one-to-four family mortgage loans and C&I loans less than or equal to $3.0 million continue to be approved by line-of-business personnel.

At March 31, 2017 and December 31, 2016, the largest loan in our portfolio was a loan originated by the Community Bank on June 28, 2013 to the owner of a commercial office building located in Manhattan. As of the date of this report, the loan has been current since origination. The balance of the loan was $287.5 million at both period-ends.

In view of the heightened regulatory focus on CRE concentration, we monitor the ratio of our multi-family, CRE, and ADC loans (as defined in the FDIC’s CRE Guidance) to our total risk-based capital to ensure that it remains within the 850% limit we have agreed to with our regulators. At March 31, 2017, the consolidated Banks’ CRE concentration ratio was 745.7%.

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Geographical Analysis of the Portfolio of Non-Covered Loans Held for Investment

The following table presents a geographical analysis of the multi-family and CRE loans in our held-for-investment loan portfolio at March 31, 2017:

	At March 31, 2017
	Multi-Family Loans					Commercial Real Estate Loans
			Percent					Percent
(dollars in thousands)	Amount		of Total			Amount		of Total
New York City:
Manhattan	$	7,404,774		27.39	%	$	3,929,544		52.16	%
Brooklyn		4,102,139		15.17			574,659		7.63
Bronx		3,736,478		13.82			106,745		1.42
Queens		2,194,503		8.12			680,231		9.03
Staten Island		70,608		0.26			53,668		0.71
Total New York City	$	17,508,502		64.76	%	$	5,344,847		70.95	%
Long Island		526,967		1.95			868,993		11.53
Other New York State		934,380		3.45			185,765		2.47
All other states		8,067,060		29.84			1,133,775		15.05
Total	$	27,036,909		100.00	%	$	7,533,380		100.00	%

At March 31, 2017, the largest concentration of one-to-four family loans held for investment was located in California, with a total of $197.7 million; the largest concentration of ADC loans held for investment was located in New York City, with a total of $284.4 million. The majority of our other loans held for investment were secured by properties and/or businesses located in Metro New York.

Non-Covered Loans Held for Sale

Our portfolio of non-covered loans held for sale consists of one-to-four family loans originated through our mortgage banking operation, utilizing our proprietary web-based technology. This platform is not only used by the Community Bank to serve our retail customers in New York, New Jersey, Ohio, Florida, and Arizona, but also by approximately 900 clients—community banks, credit unions, mortgage companies, and mortgage brokers—to originate full-documentation one-to-four family loans across the United States.

While the vast majority of the one-to-four family loans held for sale we produce are agency-conforming loans sold to government-sponsored enterprises (“GSEs”), we also have utilized our mortgage banking platform to originate non-conforming (i.e., jumbo) loans for sale to other private mortgage investors, as well as for our own portfolio.

In the three months ended March 31, 2017, we originated loans held for sale of $560.2 million, a $507.2 million decrease from the trailing-quarter volume and a $338.9 million decrease from the volume in the first quarter of 2016. The decline in production was due to the rise in residential mortgage interest rates since last November, which resulted in a lower level of refinancing activity. As a result, the balance of loans held for sale fell $193.2 million sequentially to $216.0 million, representing 0.55% of total loans, net, at March 31, 2017. The impact of the rise in rates was also reflected in the average balance of loans held for sale, which fell to $267.4 million in the current first quarter from $537.8 million and $348.1 million, in the three months ended December 31, 2016 and March 31, 2016, respectively.

Of the one-to-four family loans produced for sale in the current first quarter, 94.2% were agency-conforming and 5.8% were non-conforming loans.

Both the agency-conforming and non-conforming one-to-four family loans we originate for sale require that we make certain representations and warranties with regard to underwriting, documentation, and legal/regulatory compliance, and we may be required to repurchase a loan or loans if it is found that a breach of the representations and warranties has occurred. In such case, we would be exposed to any subsequent credit loss on the mortgage loans that might or might not be realized in the future.

As governed by our agreements with the GSEs and other third parties to whom we sell loans, the representations and warranties we make relate to several factors, including, but not limited to, the ownership of the loan; the validity of the lien securing the loan; the absence of delinquent taxes or liens against the property securing the loan as of its closing date; the process used to select the loan for inclusion in a transaction; and the loan’s compliance with any applicable criteria, including underwriting standards, loan program guidelines, and compliance with applicable federal, state, and local laws.

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We record a liability for estimated losses relating to these representations and warranties, which is included in “Other liabilities” in the accompanying Consolidated Statements of Condition. The related expense is recorded in “Mortgage banking income” in the accompanying Consolidated Statements of Income and Comprehensive Income. At both March 31, 2017 and 2016, the respective liabilities for estimated possible future losses relating to these representations and warranties were $2.1 million.

The methodology used to estimate the liability for representations and warranties is a function of the representations and warranties given and considers a variety of factors, including, but not limited to, actual default experience, estimated future defaults, historical loan repurchase rates, the frequency and potential severity of defaults, the probability that a repurchase request will be received, and the probability that a loan will be required to be repurchased.

At the beginning of 2013, the GSEs changed the rules related to their ability to put back claims to us for representation and warranty issues. These rule changes moderated the potential exposure to issuers, and provided for a phase-in that became fully impactful in 2016. Reflecting this change, in combination with the minimal volume of repurchase requests and related losses we have incurred since establishing our mortgage banking business, the reserve was reduced by $5.9 million in the first quarter of 2016.

As of March 31, 2017, 20 repurchased loans with an aggregate principal balance of $4.0 million were outstanding and held for investment. In addition, 14 indemnified loans with an aggregate principal balance of $3.2 million were outstanding and were all performing as of that date.

The following table sets forth the activity in our representation and warranty reserve during the periods indicated:

Representation and Warranty Reserve

	For the Three Months Ended March 31,
(in thousands)	2017			2016
Balance, beginning of period	$	2,108		$	8,008
Repurchase losses, net		(2	)		—
Reversal of provision for repurchase losses		—			(5,876	)
Balance, end of period	$	2,106		$	2,132

Outstanding Loan Commitments

At March 31, 2017, we had outstanding loan commitments of $2.4 billion, exceeding the year-end level by $294.4 million. Commitments to originate loans held for investment represented $2.1 billion of the March 31st total, and commitments to originate loans held for sale represented the remaining $281.9 million. At December 31, 2016, the respective commitments were $1.8 billion and $242.5 million.

Multi-family and CRE loans together represented $452.3 million of held-for-investment loan commitments at the end of the first quarter, while one-to-four family, ADC, and other loans represented $45.7 million, $318.3 million, and $1.3 billion, respectively. Included in the latter amount were commitments to originate specialty finance loans and leases of $826.2 million and commitments to originate other C&I loans of $406.6 million.

In addition to loan commitments, we had commitments to issue financial stand-by, performance stand-by, and commercial letters of credit totaling $328.0 million at March 31, 2017, a $3.7 million increase from the volume at December 31st. The fees we collect in connection with the issuance of letters of credit are included in “Fee income” in the Consolidated Statements of Income and Comprehensive Income.

Asset Quality

Non-Covered Loans Held for Investment (Excluding PCI Loans) and Non-Covered Other Real Estate Owned

Non-performing non-covered assets represented $70.4 million, or 0.15%, of total non-covered assets at March 31, 2017, as compared to $68.1 million, or 0.14% of total non-covered assets, at December 31, 2016. The $2.3 million increase was the net effect of a $3.7 million rise in non-performing non-covered loans to $60.1 million, and a $1.3 million reduction in non-covered OREO to $10.3 million. Non-performing non-covered loans represented 0.16% of total non-covered loans at the end of the first quarter, a modest rise from 0.15% at December 31st.

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The increase in both non-performing non-covered loans and non-performing non-covered assets was largely attributable to the transition to non-accrual status of $9.2 million of taxi medallion and taxi medallion-related loans. As reflected in the tables featured later in this discussion, the balance of non-accrual non-covered mortgage loans declined $7.6 million to $31.2 million in the current first quarter while the balance of non-accrual non-covered other loans rose $11.2 million sequentially to $29.0 million. Taxi medallion and taxi medallion-related loans accounted for $24.4 million of this total.

In addition, the Company recorded net charge-offs of $5.6 million during the current first quarter, representing a modest 0.01% of average loans. All but $5,000 of the losses incurred involved taxi medallion or taxi medallion-related loans; the Company recorded no losses on its held-for-investment mortgage loans.

The following table sets forth the changes in non-performing non-covered loans over the three months ended March 31, 2017:

(in thousands)
Balance at December 31, 2016	$	56,469
New non-accrual		15,604
Recoveries		(3,525	)
Loan payoffs, including dispositions and principal pay-downs		(8,314	)
Restored to performing status		(90	)
Balance at March 31, 2017	$	60,144

The following table presents our non-performing non-covered loans by loan type and the changes in the respective balances for the three months ended March 31, 2017:

					Change from December 31, 2016 to March 31, 2017
(dollars in thousands)	March 31, 2017		December 31, 2016		Amount			Percent
Non-Performing Non-Covered Loans:
Non-accrual non-covered mortgage loans:
Multi-family	$	11,555	$	13,558	$	(2,003	)		(14.77	)%
Commercial real estate		3,327		9,297		(5,970	)		(64.21	)
One-to-four family		10,093		9,679		414			4.28
Acquisition, development, and construction		6,200		6,200		—			—
Total non-accrual non-covered mortgage loans		31,175		38,734		(7,559	)		(19.52	)
Non-accrual non-covered other loans		28,969		17,735		11,234			63.34
Total non-performing non-covered loans	$	60,144	$	56,469	$	3,675			6.51	%

A loan generally is classified as a “non-accrual” loan when it is 90 days or more past due or when it is deemed to be impaired because we no longer expect to collect all amounts due according to the contractual terms of the loan agreement. When a loan is placed on non-accrual status, we cease the accrual of interest owed, and previously accrued interest is reversed and charged against interest income. At March 31, 2017 and December 31, 2016, all of our non-performing loans were non-accrual loans. A loan is generally returned to accrual status when the loan is current and we have reasonable assurance that the loan will be fully collectible.

We monitor non-accrual loans both within and beyond our primary lending area in the same manner. Monitoring loans generally involves inspecting and re-appraising the collateral properties; holding discussions with the principals and managing agents of the borrowing entities and/or retained legal counsel, as applicable; requesting financial, operating, and rent roll information; confirming that hazard insurance is in place or force-placing such insurance; monitoring tax payment status and advancing funds as needed; and appointing a receiver, whenever possible, to collect rents, manage the operations, provide information, and maintain the collateral properties.

It is our policy to order updated appraisals for all non-performing loans, irrespective of loan type, that are collateralized by multi-family buildings, CRE properties, or land, in the event that such a loan is 90 days or more past due, and if the most recent appraisal on file for the property is more than one year old. Appraisals are ordered annually until such time as the loan becomes performing and is returned to accrual status. It is not our policy to obtain updated appraisals for performing loans. However, appraisals may be ordered for performing loans when a borrower requests an increase in the loan amount, a modification in loan terms, or an extension of a maturing loan. We do not analyze current LTVs on a portfolio-wide basis.

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Non-performing loans are reviewed regularly by management and discussed on a monthly basis with the Mortgage Committee, the Credit Committee, and the Boards of Directors of the respective Banks, as applicable. In accordance with our charge-off policy, collateral-dependent non-performing loans are written down to their current appraised values, less certain transaction costs. Workout specialists from our Loan Workout Unit actively pursue borrowers who are delinquent in repaying their loans in an effort to collect payment. In addition, outside counsel with experience in foreclosure proceedings are retained to institute such action with regard to such borrowers.

Properties that are acquired through foreclosure are classified as OREO, and are recorded at fair value at the date of acquisition, less the estimated cost of selling the property. Subsequent declines in the fair value of OREO are charged to earnings and are included in non-interest expense. It is our policy to require an appraisal and an environmental assessment of properties classified as OREO before foreclosure, and to re-appraise the properties on an as-needed basis, and not less than annually, until they are sold. We dispose of such properties as quickly and prudently as possible, given current market conditions and the property’s condition.

To mitigate the potential for credit losses, we underwrite our loans in accordance with credit standards that we consider to be prudent. In the case of multi-family and CRE loans, we look first at the consistency of the cash flows being generated by the property to determine its economic value using the “income approach,” and then at the market value of the property that collateralizes the loan. The amount of the loan is then based on the lower of the two values, with the economic value more typically used.

The condition of the collateral property is another critical factor. Multi-family buildings and CRE properties are inspected from rooftop to basement as a prerequisite to approval, with a member of the Mortgage or Credit Committee participating in inspections on multi-family loans to be originated in excess of $7.5 million, and a member of the Mortgage or Credit Committee participating in inspections on CRE loans to be originated in excess of $4.0 million. Furthermore, independent appraisers, whose appraisals are carefully reviewed by our experienced in-house appraisal officers and staff, perform appraisals on collateral properties. In many cases, a second independent appraisal review is performed.

In addition, we work with a select group of mortgage brokers who are familiar with our credit standards and whose track record with our lending officers is typically greater than ten years. Furthermore, in New York City, where the majority of the buildings securing our multi-family loans are located, the rents that tenants may be charged on certain apartments are typically restricted under certain rent-control or rent-stabilization laws. As a result, the rents that tenants pay for such apartments are generally lower than current market rents. Buildings with a preponderance of such rent-regulated apartments are less likely to experience vacancies in times of economic adversity.

Reflecting the strength of the underlying collateral for these loans and the collateral structure, a relatively small percentage of our non-performing multi-family loans have resulted in losses over time.

To further manage our credit risk, our lending policies limit the amount of credit granted to any one borrower, and typically require minimum DSCRs of 120% for multi-family loans and 130% for CRE loans. Although we typically lend up to 75% of the appraised value on multi-family buildings and up to 65% on commercial properties, the average LTVs of such credits at origination were below those amounts at March 31, 2017. Exceptions to these LTV limitations are minimal and are reviewed on a case-by-case basis.

The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and DSCR. The approval of a CRE loan also depends on the borrower’s credit history, profitability, and expertise in property management. Given that our CRE loans are underwritten in accordance with underwriting standards that are similar to those applicable to our multi-family credits, the percentage of our non-performing CRE loans that have resulted in losses has been comparatively small over time.

Multi-family and CRE loans are generally originated at conservative LTVs and DSCRs, as previously stated. Low LTVs provide a greater likelihood of full recovery and reduce the possibility of incurring a severe loss on a credit; in many cases, they reduce the likelihood of the borrower “walking away” from the property. Although borrowers may default on loan payments, they have a greater incentive to protect their equity in the collateral property and to return their loans to performing status. Furthermore, in the case of multi-family loans, the cash flows generated by the properties are generally below-market and have significant value.

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The following tables present the number and amount of non-performing multi-family and CRE loans by originating bank at March 31, 2017 and December 31, 2016:

As of March 31, 2017	Non-Performing Multi-Family Loans				Non-Performing Commercial Real Estate Loans
(dollars in thousands)	Number		Amount		Number		Amount
New York Community Bank		9	$	11,549		5	$	3,327
New York Commercial Bank		1		6		—		—
Total for New York Community Bancorp		10	$	11,555		5	$	3,327

As of December 31, 2016	Non-Performing Multi-Family Loans				Non-Performing Commercial Real Estate Loans
(dollars in thousands)	Number		Amount		Number		Amount
New York Community Bank		11	$	13,298		7	$	4,297
New York Commercial Bank		2		260		2		5,000
Total for New York Community Bancorp		13	$	13,558		9	$	9,297

With regard to ADC loans, we typically lend up to 75% of the estimated as-completed market value of multi-family and residential tract projects; however, in the case of home construction loans to individuals, the limit is 80%. With respect to commercial construction loans, we typically lend up to 65% of the estimated as-completed market value of the property. Credit risk is also managed through the loan disbursement process. Loan proceeds are disbursed periodically in increments as construction progresses, and as warranted by inspection reports provided to us by our own lending officers and/or consulting engineers.

To minimize the risk involved in specialty finance lending and leasing, each of our credits is secured with a perfected first security interest or outright ownership in the underlying collateral, and structured as senior debt or as a non-cancellable lease. To further minimize the risk involved in specialty finance lending and leasing, we re-underwrite each transaction. In addition, we retain outside counsel to conduct a further review of the underlying documentation.

Other C&I loans are typically underwritten on the basis of the cash flows produced by the borrower’s business, and are generally collateralized by various business assets, including, but not limited to, inventory, equipment, and accounts receivable. As a result, the capacity of the borrower to repay is substantially dependent on the degree to which the business is successful. Furthermore, the collateral underlying the loan may depreciate over time, may not be conducive to appraisal, and may fluctuate in value, based upon the operating results of the business. Accordingly, personal guarantees are also a normal requirement for other C&I loans.

In addition, one-to-four family loans, ADC loans, and other loans represented 1.1%, 1.0%, and 5.2%, respectively, of total non-covered loans held for investment at March 31, 2017, comparable to or consistent with the levels at December 31, 2016. Furthermore, while 2.4% of our one-to-four family loans were non-performing at the end of the current first quarter, 1.6% of our ADC loans and 1.5% of our other loans were non-performing at that date.

The procedures we follow with respect to delinquent loans are generally consistent across all categories, with late charges assessed, and notices mailed to the borrower, at specified dates. We attempt to reach the borrower by telephone to ascertain the reasons for delinquency and the prospects for repayment. When contact is made with a borrower at any time prior to foreclosure or recovery against collateral property, we attempt to obtain full payment, and will consider a repayment schedule to avoid taking such action. Delinquencies are addressed by our Loan Workout Unit and every effort is made to collect rather than initiate foreclosure proceedings.

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The following table presents our held for investment loans 30 to 89 days past due by loan type and the changes in the respective balances for the three months ended March 31, 2017:

					Change from December 31, 2016 to March 31, 2017
(dollars in thousands)	March 31, 2017		December 31, 2016		Amount			Percent
Non-Covered Loans 30-89 Days Past Due:
Multi-family	$	8	$	28	$	(20	)		(71.43	)%
Commercial real estate		1,202		—		1,202			—
One-to-four family		792		2,844		(2,052	)		(72.15	)
Acquisition, development and construction		—		—		—			—
Other loans		14,465		7,511		6,954			92.58
Total non-covered loans 30-89 days past due	$	16,467	$	10,383	$	6,084			58.60	%

Fair values for all multi-family buildings, CRE properties, and land are determined based on the appraised value. If an appraisal is more than one year old and the loan is classified as either non-performing or as an accruing TDR, then an updated appraisal is required to determine fair value. Estimated disposition costs are deducted from the fair value of the property to determine estimated net realizable value. In the instance of an outdated appraisal on an impaired loan, we adjust the original appraisal by using a third-party index value to determine the extent of impairment until an updated appraisal is received.

While we strive to originate loans that will perform fully, adverse economic and market conditions, among other factors, can adversely impact a borrower’s ability to repay. Largely reflecting the nature of our primary lending niche and our conservative underwriting standards, we recorded no losses on our portfolios of multi-family, CRE, one-to-four family, or ADC loans in the first quarter of 2017.

Reflecting management’s assessment of the allowance for non-covered loan losses, we recorded a $1.8 million provision for such losses in the current first quarter, as compared to $5.2 million and $2.7 million, respectively, in the trailing and year-earlier three months. Reflecting the first-quarter provision, and the aforementioned net charge-offs, the allowance for losses on non-covered loans fell to $154.5 million at March 31, 2017 from $158.3 million at December 31, 2016. The March 31st balance represented 0.41% of total non-covered loans and 253.88% of non-performing non-covered loans at that date.

Based upon all relevant and available information as of the end of the current first quarter, management believes that the allowance for losses on non-covered loans was appropriate at that date.

At March 31, 2017, our three largest non-performing loans were a multi-family loan with a balance of $8.0 million, an ADC loan with a balance of $6.2 million, and a CRE loan with a balance of $1.3 million.

Troubled Debt Restructurings

In an effort to proactively manage delinquent loans, we have selectively extended to certain borrowers such concessions as rate reductions and extensions of maturity dates, as well as forbearance agreements, when such borrowers have exhibited financial difficulty. In accordance with GAAP, we are required to account for such loan modifications or restructurings as TDRs.

The eligibility of a borrower for work-out concessions of any nature depends upon the facts and circumstances of each transaction, which may change from period to period, and involve management’s judgment regarding the likelihood that the concession will result in the maximum recovery for the Company.

Loans modified as TDRs are placed on non-accrual status until we determine that future collection of principal and interest is reasonably assured. This generally requires that the borrower demonstrate performance according to the restructured terms for at least six consecutive months. At March 31, 2017, non-accrual TDRs included taxi medallion and taxi medallion-related loans with a combined balance of $8.3 million.

At March 31, 2017, loans on which concessions were made with respect to rate reductions and/or extension of maturity dates totaled $21.0 million; loans in connection with which forbearance agreements were reached totaled $2.8 million at that date.

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Based on the number of loans performing in accordance with their revised terms, our success rates for restructured multi-family loans, CRE loans, one-to-four family loans, and other loans were 100%, 100%, 79%, and 86%, respectively, at March 31, 2017. There were no restructured ADC loans at that date.

Analysis of Troubled Debt Restructurings

The following table sets forth the changes in our TDRs over the three months ended March 31, 2017:

(in thousands)	Accruing			Non-Accrual			Total
Balance at December 31, 2016	$	3,466		$	16,454		$	19,920
New TDRs		177			5,256			5,433
Loan payoffs, including dispositions and principal pay-downs		(17	)		(1,514	)		(1,531	)
Balance at March 31, 2017	$	3,626		$	20,196		$	23,822

On a limited basis, we may provide additional credit to a borrower after a loan has been placed on non-accrual status or classified as a TDR if, in management’s judgment, the value of the property after the additional loan funding is greater than the initial value of the property plus the additional loan funding amount. During the three months ended March 31, 2017, no such additions were made. Furthermore, the terms of our restructured loans typically would not restrict us from cancelling outstanding commitments for other credit facilities to a borrower in the event of non-payment of a restructured loan.

Except for the non-accrual loans and TDRs disclosed in this filing, we did not have any potential problem loans at the end of the current first quarter that would have caused management to have serious doubts as to the ability of a borrower to comply with present loan repayment terms and that would have resulted in such disclosure if that were the case.

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Asset Quality Analysis (Excluding Covered Loans, Covered OREO, and Non-Covered PCI Loans)

The following table presents information regarding our consolidated allowance for losses on non-covered loans, our non-performing non-covered assets, and our non-covered loans 30 to 89 days past due at March 31, 2017 and December 31, 2016. Covered loans and non-covered PCI loans are considered to be performing due to the application of the yield accretion method, as discussed elsewhere in this report. Therefore, covered loans and non-covered PCI loans are not reflected in the amounts or ratios provided in this table.

(dollars in thousands)	At or For the Three Months Ended March 31, 2017			At or For the Year Ended December 31, 2016
Allowance for Losses on Non-Covered Loans:
Balance at beginning of period	$	156,524		$	145,196
Provision for losses on non-covered loans		1,795			12,036
Charge-offs:
Multi-family		—			—
Commercial real estate		—			—
One-to-four family		—			(170	)
Acquisition, development, and construction		—			—
Other loans		(5,830	)		(3,413	)
Total charge-offs		(5,830	)		(3,583	)
Recoveries:
Multi-family		—			78
Commercial real estate		15			799
One-to-four family		—			228
Acquisition, development, and construction		100			167
Other loans		88			1,603
Total recoveries		203			2,875
Net charge-offs		(5,627	)		(708	)
Balance at end of period	$	152,692		$	156,524
Non-Performing Non-Covered Assets:
Non-accrual non-covered mortgage loans:
Multi-family	$	11,555		$	13,558
Commercial real estate		3,327			9,297
One-to-four family		10,093			9,679
Acquisition, development, and construction		6,200			6,200
Total non-accrual non-covered mortgage loans	$	31,175		$	38,734
Non-accrual non-covered other loans		28,969			17,735
Total non-performing non-covered loans (1)	$	60,144		$	56,469
Non-covered other real estate owned (2)		10,259			11,607
Total non-performing non-covered assets	$	70,403		$	68,076
Asset Quality Measures:
Non-performing non-covered loans to total non-covered loans		0.16	%		0.15	%
Non-performing non-covered assets to total non-covered assets		0.15			0.14
Allowance for losses on non-covered loans to non-performing non-covered loans		253.88			277.19
Allowance for losses on non-covered loans to total non-covered loans		0.41			0.42
Net charge-offs during the period to average loans outstanding during the period (3)		0.01			0.00
Non-Covered Loans 30-89 Days Past Due:
Multi-family	$	8		$	28
Commercial real estate		1,202			—
One-to-four family		792			2,844
Acquisition, development, and construction		—			—
Other loans		14,465			7,511
Total non-covered loans 30-89 days past due (4)	$	16,467		$	10,383

(1) The March 31, 2017 and December 31, 2016 amounts exclude loans 90 days or more past due of $127.5 million and $131.5 million, respectively, that are covered by FDIC loss sharing agreements. The March 31, 2017 and December 31, 2016 amounts also exclude non-covered PCI loans of $863 thousand and $869 thousand, respectively.

(2) The March 31, 2017 and December 31, 2016 amounts exclude OREO of $17.3 million and $17.0 million, respectively, that is covered by FDIC loss sharing agreements.

(3) Average loans include covered loans.

(4) The March 31, 2017 and December 31, 2016 amounts exclude loans 30 to 89 days past due of $24.6 million and $22.6 million, respectively, that are covered by FDIC loss sharing agreements. The March 31, 2017 and December 31, 2016 amounts also exclude $4 thousand and $6 thousand, respectively, of non-covered PCI loans.

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Covered Loans and Covered Other Real Estate Owned

The credit risk associated with the assets acquired in our AmTrust transaction in December 2009 and our Desert Hills transaction in March 2010 has been substantially mitigated by our loss sharing agreements with the FDIC. Under the terms of the loss sharing agreements, the FDIC agreed to reimburse us for 80% of losses (and share in 80% of any recoveries) up to a specified threshold with respect to the loans and OREO acquired in the transactions, and to reimburse us for 95% of any losses (and share in 95% of any recoveries) with respect to the acquired assets beyond that threshold. The loss sharing (and reimbursement) agreements applicable to one-to-four family mortgage loans and HELOCs are effective for a ten-year period from the date of acquisition. Under the loss sharing agreements applicable to all other covered loans and OREO, the FDIC reimbursed us for losses for a five-year period from the date of acquisition which has since expired; the period for sharing in recoveries on all other covered loans and OREO extends for a period of eight years from the acquisition date.

We consider our covered loans to be performing due to the application of the yield accretion method under ASC 310-30, which allows us to aggregate credit-impaired loans acquired in the same fiscal quarter into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows. Accordingly, loans that may have been classified as non-performing loans by AmTrust or Desert Hills were no longer classified as non-performing at the respective dates of acquisition because we believed at that time that we would fully collect the new carrying value of those loans. The new carrying value represents the contractual balance, reduced by the portion expected to be uncollectible (referred to as the “non-accretable difference”) and by an accretable yield (discount) that is recognized as interest income. It is important to note that management’s judgment is required in reclassifying loans subject to ASC 310-30 as performing loans, and is dependent on having a reasonable expectation about the timing and amount of the cash flows to be collected, even if a loan is contractually past due.

In connection with the AmTrust and Desert Hills loss sharing agreements, we established FDIC loss share receivables of $740.0 million and $69.6 million, respectively, which were the acquisition-date fair values of the respective loss sharing agreements (i.e., the expected reimbursements from the FDIC over the terms of the agreements). The loss share receivables increase if the losses increase, and decrease if the losses fall short of the expected amounts. Increases in estimated reimbursements are recognized in income in the same period that they are identified and that the allowance for losses on the related covered loans is recognized.

In the three months ended March 31, 2017 and 2016, we recorded FDIC indemnification expense of $4.6 million and $2.3 million, respectively, in “Non-interest income” in connection with the recovery of $5.8 million and $2.9 million from the allowance for losses on covered loans. See the discussion of FDIC indemnification expense that appears under “Non-interest income” later in this report.

Decreases in estimated reimbursements from the FDIC, if any, are recognized in income prospectively over the life of the related covered loans (or, if shorter, over the remaining term of the loss sharing agreement). Related additions to the accretable yield on covered loans will be recognized in income prospectively over the lives of the loans. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC at the applicable loss share percentage at the time of recovery.

The loss share receivables may also increase due to accretion, or decrease due to amortization. In the three months ended March 31, 2017 and 2016, we recorded amortization of $15.6 million and $11.4 million, respectively. Accretion of the FDIC loss share receivable relates to the difference between the discounted, versus the undiscounted, expected cash flows of covered loans subject to the FDIC loss sharing agreements. Amortization occurs when the expected cash flows from the covered loan portfolio improve, thus reducing the amounts receivable from the FDIC. These cash flows are discounted to reflect the uncertainty of the timing and receipt of the loss sharing reimbursements from the FDIC. In the three months ended March 31, 2017 and 2016, we received FDIC reimbursements of $2.3 million and $4.2 million, respectively.

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Asset Quality Analysis (Including Covered Loans, Covered OREO, and Non-Covered PCI Loans)

The following table presents information regarding our non-performing assets and loans past due at March 31, 2017 and December 31, 2016, including covered loans and covered OREO (collectively, “covered assets”), and non-covered PCI loans:

(dollars in thousands)	At or For the Three Months Ended March 31, 2017			At or For the Year Ended December 31, 2016
Covered Loans and Non-Covered PCI Loans 90 Days or More Past Due:
Multi-family	$	—		$	—
Commercial real estate		600			612
One-to-four family		121,103			125,076
Acquisition, development, and construction		—			—
Other		6,627			6,646
Total covered loans and non-covered PCI loans 90 days or more past due	$	128,330		$	132,334
Covered other real estate owned		17,292			16,990
Total covered assets and non-covered PCI loans	$	145,622		$	149,324
Total Non-Performing Assets:
Non-performing loans:
Multi-family	$	11,555		$	13,558
Commercial real estate		3,927			9,909
One-to-four family		131,196			134,755
Acquisition, development, and construction		6,200			6,200
Other non-performing loans		35,596			24,381
Total non-performing loans	$	188,474		$	188,803
Other real estate owned		27,551			28,598
Total non-performing assets	$	216,025		$	217,401
Asset Quality Ratios (including the allowance for losses on covered loans and non-covered PCI loans):
Total non-performing loans to total loans		0.48	%		0.48	%
Total non-performing assets to total assets		0.44			0.44
Allowance for loan losses to total non-performing loans		91.45			96.39
Allowance for loan losses to total loans		0.44			0.47
Covered Loans and Non-Covered PCI Loans 30-89 Days Past Due:
Multi-family	$	—		$	—
Commercial real estate		—			—
One-to-four family		22,287			21,112
Acquisition, development, and construction		—			—
Other loans		2,353			1,542
Total covered loans and non-covered PCI loans 30-89 days past due	$	24,640		$	22,654
Total Loans 30-89 Days Past Due:
Multi-family	$	8		$	28
Commercial real estate		1,202			—
One-to-four family		23,079			23,956
Acquisition, development, and construction		—			—
Other loans		16,818			9,053
Total loans 30-89 days past due	$	41,107		$	33,037

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Geographical Analysis of Non-Performing Loans (Non-Covered Loans, Covered Loans, and Non-Covered PCI Loans)

The following table presents a geographical analysis of our non-performing loans at March 31, 2017:

	Non-Performing Loans
(in thousands)	Non-Covered Loans (1)		Covered Loans & Non-Covered PCI Loans		Total
New York	$	35,086	$	13,108	$	48,194
New Jersey		17,993		8,964		26,957
Florida		—		21,665		21,665
Maryland		6,200		9,023		15,223
California		219		12,667		12,886
Ohio		—		9,640		9,640
Massachusetts		—		7,506		7,506
Connecticut		—		2,795		2,795
All other states		646		42,962		43,608
Total non-performing loans	$	60,144	$	128,330	$	188,474

(1) Excludes $863 thousand of non-covered PCI loans.

Securities

Primarily reflecting repayments, securities declined $124.7 million from the year-end 2016 balance to $3.7 billion, representing 7.6% of total assets, at March 31, 2017.

Held-to-maturity securities represented $3.6 billion, or 98.6%, of total securities at the end of the current first quarter, a $70.7 million decrease from the balance at December 31, 2016. The fair value of securities held to maturity represented 103.0% and 102.7% of their respective carrying values at the corresponding dates. At March 31, 2017 and December 31, 2016, mortgage-related securities accounted for $3.1 billion and $3.2 billion, respectively, of securities held to maturity; other securities represented $499.9 million and $500.2 million, respectively, at the corresponding dates.

GSE and U.S. Treasury obligations represented $3.4 billion of held-to-maturity securities at the end of the current first quarter, while capital trust notes, corporate bonds, and municipal obligations represented $65.7 million, $74.3 million, and $71.3 million, respectively. At December 31, 2016, GSE and U.S. Treasury obligations accounted for $3.5 billion of held-to-maturity securities, while capital trust notes, corporate bonds, and municipal obligations represented $65.7 million, $74.2 million, and $71.6 million, respectively. The estimated weighted average life of the held-to-maturity securities portfolio was 5.2 years and 5.4 years at the respective period-ends.

Available-for-sale securities represented the remaining $50.2 million of total securities at the end of the current first quarter, a $54.1 million reduction from the balance at year-end. Other securities accounted for $42.9 million and $97.0 million of the respective totals, while mortgage-related securities accounted for $7.3 million at both dates.

Federal Home Loan Bank Stock

As members of the FHLB-NY, the Community Bank and the Commercial Bank are required to acquire and hold shares of its capital stock. At March 31, 2017 and December 31, 2016, the Community Bank held FHLB-NY stock in the amount of $562.0 million and $574.5 million, and the Commercial Bank held FHLB-NY stock of $15.9 million and $16.4 million, respectively. FHLB-NY stock continued to be valued at par, with no impairment required at that date.

Dividends from the FHLB-NY to the Community Bank totaled $8.0 million and $6.3 million, respectively, in the three months ended March 31, 2017 and 2016; dividends from the FHLB-NY to the Commercial Bank totaled $285,000 and $376,000 in the corresponding periods.

Bank-Owned Life Insurance

Bank-owned life insurance (“BOLI”) is recorded at the total cash surrender value of the policies in the Consolidated Statements of Condition, and the income generated by the increase in the cash surrender value of the policies is recorded in “Non-interest income” in the Consolidated Statements of Operations and Comprehensive Income.

Reflecting an increase in the cash surrender value of the underlying policies, our investment in BOLI rose $6.4 million to $955.4 million in the three months ended March 31, 2017.

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FDIC Loss Share Receivable

In connection with our FDIC loss sharing agreements, we recorded FDIC loss share receivables of $221.2 million and $243.7 million, respectively, at March 31, 2017 and December 31, 2016. The respective amounts represent the then-present values of the reimbursements we expected to receive under our FDIC loss sharing agreements at those dates.

Goodwill and Core Deposit Intangibles

We record goodwill and core deposit intangibles (“CDI”) in our consolidated statements of condition in connection with certain of our business combinations.

Goodwill, which is tested at least annually for impairment, refers to the difference between the purchase price and the fair value of an acquired company’s assets, net of the liabilities assumed. CDI refers to the fair value of the core deposits acquired in a business combination, and is typically amortized over a period of ten years from the acquisition date.

While goodwill totaled $2.4 billion at both March 31, 2017 and December 31, 2016, the balance of CDI, net, declined from $208,000 to $54,000 as a result of amortization in the first three months of this year.

For more information about the Company’s goodwill, see the discussion of “Critical Accounting Policies” earlier in this report.

Sources of Funds

The Parent Company (i.e., the Company on an unconsolidated basis) has four primary funding sources for the payment of dividends, share repurchases, and other corporate uses: dividends paid to the Company by the Banks; capital raised through the issuance of stock; funding raised through the issuance of debt instruments; and repayments of, and income from, investment securities.

On a consolidated basis, our funding primarily stems from a combination of the following sources: deposits; borrowed funds, primarily in the form of wholesale borrowings; the cash flows generated through the repayment and sale of loans; and the cash flows generated through the repayment and sale of securities.

Loan repayments and sales totaled $2.6 billion in the three months ended March 31, 2017, comparable to the level recorded in the year-earlier three months. Cash flows from the repayment and sale of securities totaled $224.1 million and $2.1 billion, respectively, in the corresponding periods, while purchases of securities totaled $97.0 million and $114.6 million, respectively.

Deposits

Our ability to retain and attract deposits depends on numerous factors, including customer satisfaction, the rates of interest we pay, the types of products we offer, and the attractiveness of their terms. That said, there have been times that we’ve chosen not to compete actively for deposits, depending on our access to deposits through acquisitions, the availability of lower-cost funding sources, the impact of competition on pricing, and the need to fund our loan demand.

In the three months ended March 31, 2017, the balance of deposits fell $161.4 million to $28.7 billion, primarily reflecting a $422.7 million decline in NOW and money market accounts to $13.0 billion. The latter decline was largely offset by a $220.9 million rise in non-interest-bearing accounts to $2.9 billion, together with a $55.4 million increase in savings accounts to $5.3 billion.

Certificates of deposit (“CDs”) had little impact on the decrease in total deposits, amounting to $7.6 billion at both March 31, 2017 and December 31, 2016. CDs represented 26.3% of total deposits at the end of the first quarter, and total deposits represented 58.8% of total assets at that date.

Included in the March 31st balance of deposits were institutional deposits of $2.5 billion and municipal deposits of $290.9 million, as compared to $2.8 billion and $637.7 million, respectively, at December 31, 2016. Brokered deposits dropped $30.4 million during this time, to $3.9 billion, as a $35.3 million decline in brokered money market accounts to $2.5 billion combined with a $4.9 million increase in brokered interest-bearing checking accounts to $1.5 billion. We had no brokered CDs at either period-end. The extent to which we accept brokered deposits depends on various factors, including the availability and pricing of such wholesale funding sources, and the availability and pricing of other sources of funds.

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Borrowed Funds

Borrowed funds consist primarily of wholesale borrowings (i.e., FHLB-NY advances, repurchase agreements, and fed funds purchased) and, to a far lesser extent, junior subordinated debentures. In the three months ended March 31, 2017, the balance of borrowed funds fell $459.9 million to $13.2 billion, representing 27.1% of total assets, at that date.

Wholesale Borrowings

In the three months ended March 31, 2017, wholesale borrowings fell $460.0 million to $12.9 billion, representing 26.3% of total assets at that date.

FHLB-NY advances declined $310.0 million during this time, to $11.4 billion, while the balance of repurchase agreements held steady at $1.5 billion. In addition, while fed funds purchased amounted to $150.0 million at the end of December, there were no fed funds purchased at March 31, 2017.

Junior Subordinated Debentures

Junior subordinated debentures totaled $359.0 million at the end of the current first quarter, comparable to the balance at December 31st.

Asset and Liability Management and the Management of Interest Rate Risk

We manage our assets and liabilities to reduce our exposure to changes in market interest rates. The asset and liability management process has three primary objectives: to evaluate the interest rate risk inherent in certain balance sheet accounts; to determine the appropriate level of risk, given our business strategy, operating environment, capital and liquidity requirements, and performance objectives; and to manage that risk in a manner consistent with guidelines approved by the Boards of Directors of the Company, the Community Bank, and the Commercial Bank.

Market Risk

As a financial institution, we are focused on reducing our exposure to interest rate volatility, which represents our primary market risk. Changes in market interest rates pose the greatest challenge to our financial performance, as such changes can have a significant impact on the level of income and expense recorded on a large portion of our interest-earning assets and interest-bearing liabilities, and on the market value of all interest-earning assets, other than those possessing a short term to maturity. To reduce our exposure to changing rates, the Boards of Directors and management monitor interest rate sensitivity on a regular or as needed basis so that adjustments to the asset and liability mix can be made when deemed appropriate.

The actual duration of held-for-investment mortgage loans and mortgage-related securities can be significantly impacted by changes in prepayment levels and market interest rates. The level of prepayments may be impacted by a variety of factors, including the economy in the region where the underlying mortgages were originated; seasonal factors; demographic variables; and the assumability of the underlying mortgages. However, the largest determinants of prepayments are market interest rates and the availability of refinancing opportunities.

In the first three months of 2017, we managed our interest rate risk by taking the following actions: (1) We continued to emphasize the origination and retention of intermediate-term assets, primarily in the form of multi-family and CRE loans; and (2) We continued the origination of certain C&I loans that feature floating interest rates.

In connection with the activities of our mortgage banking operation, we enter into contingent commitments to fund or purchase residential mortgage loans by a specified future date at a stated interest rate and corresponding price. Such commitments, which are generally known as interest rate lock commitments (“IRLCs”), are considered to be financial derivatives and, as such, are carried at fair value.

To mitigate the interest rate risk associated with our IRLCs, we enter into forward commitments to sell mortgage loans or mortgage-backed securities (“MBS”) by a specified future date and at a specified price. These forward-sale agreements are also carried at fair value. Such forward commitments to sell generally obligate us to complete the transaction as agreed, and therefore pose a risk to us if we are not able to deliver the loans or MBS pursuant to the terms of the applicable forward-sale agreement. For example, if we are unable to meet our obligation, we may be required to pay a fee to the counterparty.

When we retain the servicing on the loans we sell, we capitalize an MSR asset. Residential MSRs are recorded at fair value, with changes in fair value recorded as a component of non-interest income. We estimate the fair value of the MSR asset based upon a number of factors, including current and expected loan prepayment rates, economic conditions, and market forecasts, as well as relevant characteristics of the associated underlying loans. Generally, when market interest rates decline, loan prepayments increase as customers refinance their existing mortgages to take advantage of more favorable interest rate

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terms. When a mortgage prepays, or when loans are expected to prepay earlier than originally expected, a portion of the anticipated cash flows associated with servicing these loans is terminated or reduced, which can result in a reduction in the fair value of the capitalized MSRs and a corresponding reduction in earnings.

To mitigate the prepayment risk inherent in residential MSRs, we could sell the servicing of the loans we produce, and thus minimize the potential for earnings volatility. Instead, we have opted to mitigate such risk by investing in exchange-traded derivative financial instruments that are expected to experience opposite and partially offsetting changes in fair value as related to the value of our residential MSRs.

Interest Rate Sensitivity Analysis

The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring a bank’s interest rate sensitivity “gap.” An asset or liability is said to be interest rate sensitive within a specific time frame if it will mature or reprice within that period of time. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time frame and the amount of interest-bearing liabilities maturing or repricing within that same period of time.

In a rising interest rate environment, an institution with a negative gap would generally be expected, absent the effects of other factors, to experience a greater increase in the cost of its interest-bearing liabilities than it would in the yield on its interest-earning assets, thus producing a decline in its net interest income. Conversely, in a declining rate environment, an institution with a negative gap would generally be expected to experience a lesser reduction in the yield on its interest-earning assets than it would in the cost of its interest-bearing liabilities, thus producing an increase in its net interest income.

In a rising interest rate environment, an institution with a positive gap would generally be expected to experience a greater increase in the yield on its interest-earning assets than it would in the cost of its interest-bearing liabilities, thus producing an increase in its net interest income. Conversely, in a declining rate environment, an institution with a positive gap would generally be expected to experience a lesser reduction in the cost of its interest-bearing liabilities than it would in the yield on its interest-earning assets, thus producing a decline in its net interest income.

At March 31, 2017, our one-year gap was a negative 25.87%, as compared to a negative 21.37% at December 31, 2016. The 450-basis point change was largely due to an increase in deposits and borrowings maturing or repricing within one year, combined with a decrease in loans maturing or repricing within that time.

The table on the following page sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at March 31, 2017 which, based on certain assumptions stemming from our historical experience, are expected to reprice or mature in each of the future time periods shown. Except as stated below, the amounts of assets and liabilities shown as repricing or maturing during a particular time period were determined in accordance with the earlier of (1) the term to repricing, or (2) the contractual terms of the asset or liability.

The table provides an approximation of the projected repricing of assets and liabilities at March 31, 2017 on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals. For residential mortgage-related securities, prepayment rates are forecasted at a weighted average constant prepayment rate (“CPR”) of 20% per annum; for multi-family and CRE loans, prepayment rates are forecasted at weighted average CPRs of 15% and 11% per annum, respectively. Borrowed funds were not assumed to prepay. Savings, NOW, and money market accounts were assumed to decay based on a comprehensive statistical analysis that incorporated our historical deposit experience. Based on the results of this analysis, savings accounts were assumed to decay at a rate of 58% for the first five years and 42% for years six through ten. NOW accounts were assumed to decay at a rate of 75% for the first five years and 25% for years six through ten. The decay assumptions reflect the prolonged low interest rate environment and the uncertainty regarding future depositor behavior. Including those accounts having specified repricing dates, money market accounts were assumed to decay at a rate of 71% for the first five years and 29% for years six through ten.

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Interest Rate Sensitivity Analysis

	At March 31, 2017
	Three			Four to			More Than			More Than			More Than			More
	Months			Twelve			One Year			Three Years			Five Years			Than
(dollars in thousands)	or Less			Months			to Three Years			to Five Years			to 10 Years			10 Years			Total
INTEREST-EARNING ASSETS:
Mortgage and other loans (1)	$	3,391,552		$	4,668,263		$	12,921,959		$	12,263,469		$	5,481,066		$	359,118		$	39,085,427
Mortgage-related securities (2)(3)		30,970			72,860			172,759			642,949			2,183,383			46,575			3,149,496
Other securities and money market investments (2)		699,731			260,253			3,569			10,096			60,033			91,952			1,125,634
Total interest-earning assets		4,122,253			5,001,376			13,098,287			12,916,514			7,724,482			497,645			43,360,557
INTEREST-BEARING LIABILITES:
NOW and money market accounts		7,203,507			427,112			986,327			809,804			3,545,631			—			12,972,381
Savings accounts		1,121,195			807,092			638,762			503,766			2,264,968			—			5,335,783
Certificates of deposit		1,441,944			5,719,521			315,861			70,723			14,158			—			7,562,207
Borrowed funds		1,663,926			3,370,000			7,534,500			500,000			—			145,026			13,213,452
Total interest-bearing liabilities		11,430,572			10,323,725			9,475,450			1,884,293			5,824,757			145,026			39,083,823
Interest rate sensitivity gap per period (4)	$	(7,308,319	)	$	(5,322,349	)	$	3,622,837		$	11,032,221		$	1,899,725		$	352,619		$	4,276,734
Cumulative interest rate sensitivity gap	$	(7,308,319	)	$	(12,630,668	)	$	(9,007,831	)	$	2,024,390		$	3,924,115		$	4,276,734
Cumulative interest rate sensitivity gap as a percentage of total assets		(14.97	)%		(25.87	)%		(18.45	)%		4.15	%		8.04	%		8.76	%
Cumulative net interest-earning assets as a percentage of net interest-bearing liabilities		36.06	%		41.94	%		71.16	%		106.11	%		110.08	%		110.94	%

(1) For the purpose of the gap analysis, non-performing non-covered loans and the allowances for loan losses have been excluded.

(2) Mortgage-related and other securities, including FHLB stock, are shown at their respective carrying amounts.

(3) Expected amount based, in part, on historical experience.

(4) The interest rate sensitivity gap per period represents the difference between interest-earning assets and interest-bearing liabilities.

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Prepayment and deposit decay rates can have a significant impact on our estimated gap. While we believe our assumptions to be reasonable, there can be no assurance that the assumed prepayment and decay rates will approximate actual future loan and securities prepayments and deposit withdrawal activity.

To validate our prepayment assumptions for our multi-family and CRE loan portfolios, we perform a monthly analysis, during which we review our historical prepayment rates and compare them to our projected prepayment rates. We continually review the actual prepayment rates to ensure that our projections are as accurate as possible, since prepayments on these types of loans are not as closely correlated to changes in interest rates as prepayments on one-to-four family loans tend to be. In addition, we review the call provisions, if any, in our borrowings and investment portfolios and, on a monthly basis, compare the actual calls to our projected calls to ensure that our projections are reasonable.

As of March 31, 2017, the impact of a 100-basis point decline in market interest rates would have increased our projected prepayment rates for multi-family and CRE loans by a constant prepayment rate of 6.86% per annum. Conversely, the impact of a 100-basis point increase in market interest rates would have decreased our projected prepayment rates for multi-family and CRE loans by a constant prepayment rate of 4.67% per annum.

Certain shortcomings are inherent in the method of analysis presented in the preceding Interest Rate Sensitivity Analysis. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of the market, while interest rates on other types may lag behind changes in market interest rates. Additionally, certain assets, such as adjustable-rate loans, have features that restrict changes in interest rates both on a short-term basis and over the life of the asset. Furthermore, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate from those assumed in calculating the table. Also, the ability of some borrowers to repay their adjustable-rate loans may be adversely impacted by an increase in market interest rates.

Interest rate sensitivity is also monitored through the use of a model that generates estimates of the change in our net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is defined as the net present value of expected cash flows from assets, liabilities, and off-balance sheet contracts. The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario. The model assumes estimated loan prepayment rates, reinvestment rates, and deposit decay rates similar to those utilized in formulating the preceding Interest Rate Sensitivity Analysis.

Based on the information and assumptions in effect at March 31, 2017, the following table reflects the estimated percentage change in our NPV, assuming the changes in interest rates noted:

Change in Interest Rates (in basis points)(1)	Estimated Percentage Change in Net Portfolio Value
+100	(1.57)%
+200	(10.86)

(1) The impact of 100- and 200-basis point reductions in interest rates is not presented in view of the current level of the fed funds rate and other short-term interest rates.

The net changes in NPV presented in the preceding table are within the parameters approved by the Boards of Directors of the Company and the Banks.

As with the Interest Rate Sensitivity Analysis, certain shortcomings are inherent in the methodology used in the preceding interest rate risk measurements. Modeling changes in NPV requires that certain assumptions be made which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the NPV Analysis presented above assumes that the composition of our interest rate sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured, and also assumes that a particular change in interest rates is reflected uniformly across the yield curve, regardless of the duration to maturity or repricing of specific assets and liabilities. Furthermore, the model does not take into account the benefit of any strategic actions we may take to further reduce our exposure to interest rate risk. Accordingly, while the NPV Analysis provides an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended to, and do not, provide a precise forecast of the effect of changes in market interest rates on our net interest income, and may very well differ from actual results.

We also utilize an internal net interest income simulation to manage our sensitivity to interest rate risk. The simulation incorporates various market-based assumptions regarding the impact of changing interest rates on future levels of our financial assets and liabilities. The assumptions used in the net interest income simulation are inherently uncertain. Actual results may differ significantly from those presented in the following table, due to the frequency, timing, and magnitude of changes in interest rates; changes in spreads between maturity and repricing categories; and prepayments, among other factors, coupled with any actions taken to counter the effects of any such changes.

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Based on the information and assumptions in effect at March 31, 2017, the following table reflects the estimated percentage change in future net interest income for the next twelve months, assuming the changes in interest rates noted:

Change in Interest Rates (in basis points)(1)(2)	Estimated Percentage Change in Future Net Interest Income
+100	(3.55)%
+200	(7.81)

(1) In general, short- and long-term rates are assumed to increase in parallel fashion across all four quarters and then remain unchanged.

(2) The impact of 100- and 200-basis point reductions in interest rates is not presented in view of the current level of the fed funds rate and other short-term interest rates.

Future changes in our mix of assets and liabilities may result in greater changes to our gap, NPV, and/or net interest income simulation.

In the event that our NPV and net interest income sensitivities were to breach our internal policy limits, we would undertake the following actions to ensure that appropriate remedial measures were put in place:

• Our Management Asset and Liability Committee (the “ALCO Committee”) would inform the Board of Directors of the variance, and present recommendations to the Board regarding proposed courses of action to restore conditions to within-policy tolerances.

• In formulating appropriate strategies, the ALCO Committee would ascertain the primary causes of the variance from policy tolerances, the expected term of such conditions, and the projected effect on capital and earnings.

Where temporary changes in market conditions or volume levels result in significant increases in risk, strategies may involve reducing open positions or employing synthetic hedging techniques to more immediately reduce risk exposure. Where variance from policy tolerances is triggered by more fundamental imbalances in the risk profiles of core loan and deposit products, a remedial strategy may involve restoring balance through natural hedges to the extent possible before employing synthetic hedging techniques. Other strategies might include:

• Asset restructuring, involving sales of assets having higher risk profiles, or a gradual restructuring of the asset mix over time to affect the maturity or repricing schedule of assets;

• Liability restructuring, whereby product offerings and pricing are altered or wholesale borrowings are employed to affect the maturity structure or repricing of liabilities;

• Expansion or shrinkage of the balance sheet to correct imbalances in the repricing or maturity periods between assets and liabilities; and/or

• Use or alteration of off-balance sheet positions, including interest rate swaps, caps, floors, options, and forward purchase or sales commitments.

In connection with our net interest income simulation modeling, we also evaluate the impact of changes in the slope of the yield curve. At March 31, 2017, our analysis indicated that an immediate inversion of the yield curve would be expected to result in a 6.70% decrease in net interest income; conversely, an immediate steepening of the yield curve would be expected to result in a 1.00% increase.

Liquidity

We manage our liquidity to ensure that cash flows are sufficient to support our operations, and to compensate for any temporary mismatches between sources and uses of funds caused by variable loan and deposit demand.

We monitor our liquidity daily to ensure that sufficient funds are available to meet our financial obligations. Our most liquid assets are cash and cash equivalents, which totaled $771.8 million and $537.7 million, respectively, at March 31, 2017 and December 31, 2016. As in the past, our portfolios of loans and securities provided liquidity in the current first quarter, with cash flows from the repayment and sale of loans totaling $2.6 billion and cash flows from the repayment and sale of securities totaling $224.1 million.

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Additional liquidity stems from the retail, institutional, and municipal deposits we gather and from our use of wholesale funding sources, including brokered deposits and wholesale borrowings. We also have access to the Banks’ approved lines of credit with various counterparties, including the FHLB-NY. The availability of these wholesale funding sources is generally based on the available amount of mortgage loan collateral under a blanket lien we have pledged to the respective institutions and, to a lesser extent, the available amount of securities that may be pledged to collateralize our borrowings. At March 31, 2017, our available borrowing capacity with the FHLB-NY was $7.9 billion. In addition, the Banks had $48.2 million of available-for-sale securities, combined, at that date.

Furthermore, both the Community Bank and the Commercial Bank have agreements with the Federal Reserve Bank of New York (the “FRB-NY”) that enable them to access the discount window as a further means of enhancing their liquidity if need be. In connection with their agreements, the Banks have pledged certain loans and securities to collateralize any funds they may borrow. At March 31, 2017, the maximum amount the Community Bank could borrow from the FRB-NY was $1.2 billion; the maximum amount the Commercial Bank could borrow from the FRB-NY was $122.5 million. There were no borrowings against either of these lines of credit at that date.

Our primary investing activity is loan production. In the first three months of 2017, the volume of loans originated for investment was $1.7 billion. During this time, the net cash provided by investing activities totaled $267.7 million. Our operating activities provided net cash of $370.1 million in the current first quarter, while the net cash used in our financing activities totaled $211.3 million.

CDs due to mature in one year or less from March 31, 2017 totaled $7.2 billion, representing 94.7% of total CDs at that date. Our ability to retain these CDs and to attract new deposits depends on numerous factors, including customer satisfaction, the rates of interest we pay on our deposits, the types of products we offer, and the attractiveness of their terms. However, there are times when we may choose not to compete for such deposits, depending on the availability of lower-cost funding, the competitiveness of the market and its impact on pricing, and our need for such deposits to fund loan demand, as previously discussed.

The Parent Company is a separate legal entity from each of the Banks and must provide for its own liquidity. In addition to operating expenses and any share repurchases, the Parent Company is responsible for paying dividends declared to our shareholders. As a Delaware corporation, the Parent Company is able to pay dividends either from surplus or, in case there is no surplus, from net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

In each of the four quarters of 2016, the Company was required under Supervisory Letter SR 09-04 to receive a non-objection from the FRB to pay all dividends; non-objections were received from the FRB in all four quarters of the year. The FRB subsequently advised the Company to continue the exchange of written documentation to obtain their non-objection to the declaration of dividends in 2017. The Company has received all necessary non-objections from the FRB for the dividends declared as of the date of this report.

The Parent Company’s ability to pay dividends may also depend, in part, upon dividends it receives from the Banks. The ability of the Community Bank and the Commercial Bank to pay dividends and other capital distributions to the Parent Company is generally limited by New York State Banking Law and regulations, and by certain regulations of the FDIC. In addition, the Superintendent of the New York State Department of Financial Services (the “Superintendent”), the FDIC, and the FRB, for reasons of safety and soundness, may prohibit the payment of dividends that are otherwise permissible by regulations.

Under New York State Banking Law, a New York State-chartered stock-form savings bank or commercial bank may declare and pay dividends out of its net profits, unless there is an impairment of capital. However, the approval of the Superintendent is required if the total of all dividends declared in a calendar year would exceed the total of a bank’s net profits for that year, combined with its retained net profits for the preceding two years. In the three months ended March 31, 2017, the Banks paid dividends totaling $85.0 million to the Parent Company, leaving $238.2 million they could dividend to the Parent Company without regulatory approval at that date. Additional sources of liquidity available to the Parent Company at March 31, 2017 included $151.9 million in cash and cash equivalents and $2.0 million of available-for-sale securities. If either of the Banks were to apply to the Superintendent for approval to make a dividend or capital distribution in excess of the dividend amounts permitted under the regulations, there can be no assurance that such application would be approved.

Derivative Financial Instruments

We use various financial instruments, including derivatives, in connection with our strategies to mitigate or reduce our exposure to losses from adverse changes in interest rates. Our derivative financial instruments consist of financial forward and futures contracts, IRLCs, swaps, and options, and relate to our mortgage banking operation, residential MSRs, and other risk management activities. These activities will vary in scope based on the level and volatility of interest rates, the types of assets held, and other changing market conditions. At March 31, 2017, we held derivative financial instruments with a notional value of $1.8 billion. (See Note 12, “Derivative Financial Instruments,” for a further discussion of our use of such financial instruments.)

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Capital Position

In March 2017, the Company raised $503.1 million, net of underwriting and other issuance expenses, through an offering of depositary shares, each representing a 1/40 interest in a share of preferred stock. Primarily reflecting the capital raised, total stockholders’ equity rose $523.4 million from the December 31st balance to $6.6 billion at March 31, 2017.

Common stockholders’ equity represented 12.58% and 12.52%, respectively, of total assets at the end of March and December, and was equivalent to a book value per common share of $12.57 at both dates. We calculate book value per common share by dividing the amount of common stockholders’ equity at the end of a period by the number of common shares outstanding at the same date. At March 31, 2017 and December 31, 2016, we had outstanding common shares of 488,953,712 and 487,056,676, respectively.

Tangible common stockholders’ equity rose $20.4 million sequentially to $3.7 billion, representing 7.99% of tangible assets and a tangible book value per common share of $7.58 at March 31, 2017. At the end of last year, tangible common stockholders’ equity totaled $3.7 billion, representing 7.93% of tangible assets and a tangible book value per common share of $7.57.

We calculate tangible common stockholders’ equity by subtracting the amount of goodwill and CDI recorded at the end of a period from the amount of common stockholders’ equity recorded at the same date. At March 31, 2017 and December 31, 2016, we recorded goodwill of $2.4 billion; CDI was $54,000 and $208,000, respectively, at the corresponding dates. (See the discussion and reconciliations of stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity; total assets and tangible assets; and the related financial measures that appear earlier in this report.)

Stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity include AOCL, which declined $654,000 from the balance at the end of December to $56.1 million at March 31, 2017. The reduction was the result of a $583,000 increase in the net unrealized gain on available-for-sale securities, net of tax, to $1.3 million; a $1.2 million decrease in pension and post-retirement obligations, net of tax, to $49.5 million; and a nominal decline in the net unrealized loss on the non-credit portion of OTTI losses, net of tax, to $5.2 million.

At March 31, 2017, our capital measures continued to exceed the minimum federal requirements for a bank holding company. The following table sets forth our common equity tier 1, tier 1 risk-based, total risk-based, and leverage capital amounts and ratios on a consolidated basis, as well as the respective minimum regulatory capital requirements, at that date:

Regulatory Capital Analysis (the Company)

	Risk-Based Capital
At March 31, 2017	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	3,767,920		10.79	%	$	4,271,036		12.23	%	$	4,790,395		13.71	%	$	4,271,036		9.24	%
Minimum for capital adequacy purposes		1,571,956		4.50			2,095,941		6.00			2,794,588		8.00			1,848,870		4.00
Excess	$	2,195,964		6.29	%	$	2,175,095		6.23	%	$	1,995,807		5.71	%	$	2,422,166		5.24	%

Basel III calls for the phase-in of a capital conservation buffer over a five-year period beginning with 0.625% in 2016 and reaching 2.50% in 2019, when fully phased in. At March 31, 2017, our total risk-based capital ratio exceeded the minimum requirement for capital adequacy purposes by 571 basis points and the fully-phased in capital conservation buffer by 321 basis points.

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As reflected in the following tables, the capital ratios for the Community Bank and the Commercial Bank also continued to exceed the minimum regulatory capital levels required at March 31, 2017:

Regulatory Capital Analysis (New York Community Bank)

	Risk-Based Capital
At March 31, 2017	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	4,109,227		12.65	%	$	4,109,227		12.65	%	$	4,256,244		13.10	%	$	4,109,227		9.55	%
Minimum for capital adequacy purposes		1,462,079		4.50			1,949,438		6.00			2,599,251		8.00			1,720,689		4.00
Excess	$	2,647,148		8.15	%	$	2,159,789		6.65	%	$	1,656,993		5.10	%	$	2,388,538		5.55	%

Regulatory Capital Analysis (New York Commercial Bank)

	Risk-Based Capital
At March 31, 2017	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	374,380		14.90	%	$	374,380		14.90	%	$	400,546		15.94	%	$	374,380		10.82	%
Minimum for capital adequacy purposes		113,087		4.50			150,782		6.00			201,043		8.00			138,449		4.00
Excess	$	261,293		10.40	%	$	223,598		8.90	%	$	199,503		7.94	%	$	235,931		6.82	%

As of March 31, 2017, the Community Bank and the Commercial Bank also exceeded the minimum capital requirements to be categorized as “well capitalized.” To be categorized as well capitalized, a bank must maintain a minimum common equity tier 1 ratio of 6.50%; a minimum tier 1 risk-based capital ratio of 8.00%; a minimum total risk-based capital ratio of 10.00%; and a minimum leverage capital ratio of 5.00%.

Earnings Summary for the Three Months Ended March 31, 2017

Net income available to common shareholders (“net income”) totaled $104.0 million in the current first quarter, equivalent to $0.21 per diluted common share. In the trailing and year-earlier quarters, net income totaled $113.7 million and $129.9 million, and was equivalent to $0.23 and $0.27 per diluted common share, respectively. The sequential and year-over-year declines in net income were primarily due to a decrease in net interest income, as further discussed below.

Net Interest Income

Net interest income is our primary source of income. Its level is a function of the average balance of our interest-earning assets, the average balance of our interest-bearing liabilities, and the spread between the yield on such assets and the cost of such liabilities. These factors are influenced by both the pricing and mix of our interest-earning assets and our interest-bearing liabilities which, in turn, are impacted by various external factors, including the local economy, competition for loans and deposits, the monetary policy of the FOMC, and market interest rates.

The cost of our deposits and short-term borrowed funds is largely based on short-term rates of interest, the level of which is partially impacted by the actions of the FOMC. The FOMC reduces, maintains, or increases the target fed funds rate (the rate at which banks borrow funds overnight from one another) as it deems necessary. Since the fourth quarter of 2008, when the target fed funds rate was lowered to a range of 0% to 0.25%, the rate has been raised three times: on December 17, 2015, to a range of 0.25% to 0.50%; on December 14, 2016, to a range of 0.50% to 0.75%; and, most recently, on March 15, 2017, to a range of 0.75% to 1.00%.

While the target fed funds rate generally impacts the cost of our short-term borrowings and deposits, the yields on our held-for-investment loans and other interest-earning assets are typically impacted by intermediate-term market interest rates. In the first quarter of 2017, the average five-year CMT was 1.95%, as compared to 1.61% and 1.37%, respectively, in the trailing and year-earlier quarters. The average ten-year CMT was 2.45% in the current first quarter, as compared to 2.14% and 1.91%, respectively, in the prior periods.

Net interest income is also influenced by the level of prepayment income generated in connection with the prepayment of our multi-family and CRE loans, as well as securities. Since prepayment income is recorded as interest income, an increase or decrease in its level will also be reflected in the average yields (as applicable) on our loans, securities, and interest-earning assets, and therefore in our interest rate spread and net interest margin.

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It should be noted that the level of prepayment income on loans recorded in any given period depends on the volume of loans that refinance or prepay during that time. Such activity is largely dependent on such external factors as current market conditions, including real estate values, and the perceived or actual direction of market interest rates. In addition, while a decline in market interest rates may trigger an increase in refinancing and, therefore, prepayment income, so too may an increase in market interest rates. It is not unusual for borrowers to lock in lower interest rates when they expect, or see, that market interest rates are rising rather than risk refinancing later at a still higher interest rate.

The Company recorded net interest income of $294.9 million in the current first quarter, a $20.6 million decrease from the trailing-quarter level and a $32.9 million decrease from the year-earlier amount.

Linked-Quarter Comparison

The sequential decline in net interest income was attributable to a variety of factors, including an increase in our cost of funds, as short-term interest rates rose in the quarter; a decline in the yield on our interest-earning assets as a rise in market interest rates reduced loan demand and the level of prepayment income; and a resultant decline in the size of our average balance sheet. Details of the linked-quarter decline in net interest income follow:

• Interest income fell $16.2 million sequentially to $399.1 million in the current first quarter as a $14.5 million decline in the interest income from loans to $358.4 million combined with a $1.7 million decline in the interest income from securities to $40.7 million. Prepayment income contributed $12.1 million to interest income in the current first quarter, reflecting a linked-quarter reduction of $9.9 million.

• The decline in the interest income from loans was driven by a $597.2 million decrease in the average balance to $39.1 billion and a nine-basis point decline in the average yield to 3.67%. While the decline in the average balance was largely market-driven, the decrease in the average yield was primarily a function of the drop in prepayment income. Prepayment income contributed $9.6 million to the interest income on loans in the current first quarter, reflecting a sequential decline of $8.7 million, and contributed 10 basis points to the average yield on loans, an eight-basis point decline.

• While the average yield on securities rose two basis points linked quarter, the benefit was exceeded by the impact of a $166.3 million decline in the average balance of such assets to $4.3 billion. The increase in the average yield was indicative of the rise in market interest rates during the quarter, while the decline in the average balance was largely due to repayments, as well as management’s current focus on restraining asset growth. Furthermore, prepayment income contributed $2.5 million to the interest income on securities in the current first quarter, a sequential decrease of $1.3 million, and contributed 24 basis points to the average yield, a 10-basis point decline.

• As a result, the average balance of interest-earning assets fell $763.5 million sequentially to $43.4 billion and the average yield on such assets fell eight basis points to 3.68%.

• Interest expense rose $4.4 million sequentially to $104.2 million, as a $3.5 million increase in the interest expense on interest-bearing deposits combined with a more modest increase in the interest expense on borrowed funds.

• Specifically, the interest expense on interest-bearing deposits rose to $48.7 million, as the average balance of such funds rose $87.7 million to $26.2 billion and the average cost rose six basis points to 0.75%. In addition, the interest expense on borrowed funds rose to $55.6 million as the benefit of a $592.9 million decline in the average balance to $13.4 billion was exceeded by the impact of a 12-basis point increase in the average cost to 1.68%.

• As a result, the average balance of interest-bearing liabilities fell $505.3 million sequentially to $39.5 billion in the current first quarter and the average cost of funds rose eight basis points to 1.07%.

Year-Over-Year Comparison

The following factors contributed to the year-over-year reduction in net interest income:

• Interest income fell $24.7 million year-over-year as a $22.4 million decline in the interest income from securities combined with a $2.3 million decline in the interest income from loans. Prepayment income contributed $23.7 million to interest income in the first quarter of 2016, exceeding the current first-quarter amount by $11.6 million.

• The year-over-year reduction in the interest income from securities was driven by a $1.8 billion decline in the average balance and a 32-basis point drop in the average yield. While the decline in the average balance reflects a high volume of securities calls and repayments, the decline in the average yield reflects a 58-basis point reduction in the contribution of prepayment income from 82 basis points in the first quarter of 2016.

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• The decline in the interest income from loans was the net effect of a $631.4 million rise in the average balance and an eight-basis point decline in the average yield. In the first three months of 2016, prepayment income contributed $11.0 million to the interest income from loans and 11 basis points to the average yield on such assets, exceeding the current first-quarter amounts by $1.5 million and one basis point, respectively.

• As a result, the average balance of interest-earning assets was $1.2 billion lower than the year-earlier level and the average yield was 12 basis points less.

• Interest expense rose $8.3 million year-over-year as the interest expense on deposits rose $7.9 million and the interest expense on borrowed funds rose a far more modest amount.

• The year-over-year increase in the interest expense on deposits reflects an $87.3 million rise in the average balance, together with a 12-basis point rise in the average cost of such funds. The modest rise in the interest income on borrowed funds was the net effect of a $1.7 billion decline in the average balance and a 21-basis point rise in the average cost.

• As a result, the average balance of interest-bearing liabilities fell $1.6 billion and the average cost of funds fell 13 basis points year-over-year.

Net Interest Margin

The direction of the Company’s net interest margin was consistent with that of its net interest income, and generally was driven by the same factors as those described above. At 2.71%, the margin was 15 basis points narrower than the trailing-quarter measure and 23 basis points narrower than the margin recorded in the first quarter of last year. The respective reductions were due, in part, to a decline in prepayment income from the levels recorded in the trailing and year-earlier quarters, as reflected in the following table:

(dollars in thousands)	March 31, 2017			December 31, 2016			March 31, 2016
Total interest income	$	399,119		$	415,348		$	423,810
Prepayment income:
From loans	$	9,566		$	18,243		$	11,034
From securities		2,548			3,814			12,696
Total prepayment income	$	12,114		$	22,057		$	23,730
Net interest margin (including the contribution of prepayment income)		2.71	%		2.86	%		2.94	%
Less:
Contribution of prepayment income to net interest margin:
From loans		9	bps		17	bps		10	bps
From securities		2			3			12
Total contribution of prepayment income to net interest margin		11	bps		20	bps		22	bps
Adjusted net interest margin (i.e., excluding the contribution of prepayment income) (1)		2.60	%		2.66	%		2.72	%

(1) “Adjusted net interest margin” is a non-GAAP financial measure, as more fully discussed below.

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While our net interest margin, including the contribution of prepayment income, is recorded in accordance with GAAP, adjusted net interest margin, which excludes the contribution of prepayment income, is not. Nevertheless, management uses this non-GAAP measure in its analysis of our performance, and believes that this non-GAAP measure should be disclosed in this report and other investor communications for the following reasons:

1. Adjusted net interest margin gives investors a better understanding of the effect of prepayment income on our net interest margin. Prepayment income in any given period depends on the volume of loans that refinance or prepay, or securities that prepay, during that period. Such activity is largely dependent on external factors such as current market conditions, including real estate values, and the perceived or actual direction of market interest rates.

2. Adjusted net interest margin is among the measures considered by current and prospective investors, both independent of, and in comparison with, our peers.

Adjusted net interest margin should not be considered in isolation or as a substitute for net interest margin, which is calculated in accordance with GAAP. Moreover, the manner in which we calculate this non-GAAP measure may differ from that of other companies reporting a non-GAAP measure with a similar name.

The following table sets forth certain information regarding our average balance sheet for the quarters indicated, including the average yields on our interest-earning assets and the average costs of our interest-bearing liabilities. Average yields are calculated by dividing the interest income produced by the average balance of interest-earning assets. Average costs are calculated by dividing the interest expense produced by the average balance of interest-bearing liabilities. The average balances for the quarters are derived from average balances that are calculated daily. The average yields and costs include fees, as well as premiums and discounts (including mark-to-market adjustments from acquisitions), that are considered adjustments to such average yields and costs.

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Net Interest Income Analysis

	For the Three Months Ended
	March 31, 2017							December 31, 2016							March 31, 2016
					Average							Average							Average
	Average				Yield/			Average				Yield/			Average				Yield/
(dollars in thousands)	Balance		Interest		Cost			Balance		Interest		Cost			Balance		Interest		Cost
Assets:
Interest-earning assets:
Mortgage and other loans, net (1)	$	39,069,323	$	358,402		3.67	%	$	39,666,550	$	372,883		3.76	%	$	38,437,915	$	360,723		3.75	%
Securities and money market investments (2)(3)		4,349,028		40,717		3.77			4,515,294		42,465		3.75			6,176,122		63,087		4.09
Total interest-earning assets		43,418,351		399,119		3.68			44,181,844		415,348		3.76			44,614,037		423,810		3.80
Non-interest-earning assets		5,317,958							5,206,669							5,337,910
Total assets	$	48,736,309						$	49,388,513						$	49,951,947
Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
NOW and money market accounts	$	13,213,490	$	19,709		0.60	%	$	13,242,362	$	16,395		0.49	%	$	13,285,335	$	14,619		0.44	%
Savings accounts		5,250,724		6,810		0.53			5,327,346		6,981		0.52			6,863,220		10,208		0.60
Certificates of deposit		7,687,089		22,131		1.17			7,493,925		21,746		1.15			5,915,482		15,890		1.08
Total interest-bearing deposits		26,151,303		48,650		0.75			26,063,633		45,122		0.69			26,064,037		40,717		0.63
Borrowed funds		13,395,369		55,552		1.68			13,988,313		54,706		1.56			15,063,985		55,227		1.47
Total interest-bearing liabilities		39,546,672		104,202		1.07			40,051,946		99,828		0.99			41,128,022		95,944		0.94
Non-interest-bearing deposits		2,735,560							2,990,053							2,647,331
Other liabilities		218,726							222,964							203,213
Total liabilities		42,500,958							43,264,963							43,978,566
Stockholders’ equity		6,235,351							6,123,550							5,973,381
Total liabilities and stockholders’ equity	$	48,736,309						$	49,388,513						$	49,951,947
Net interest income /interest rate spread			$	294,917		2.61	%			$	315,520		2.77	%			$	327,866		2.86	%
Net interest margin						2.71	%						2.86	%						2.94	%
Ratio of interest-earning assets to interest-bearing liabilities						1.10x							1.10x							1.08x

(1) Amounts are net of net deferred loan origination costs/(fees) and the allowances for loan losses, and include loans held for sale and non-performing loans.

(2) Amounts are at amortized cost.

(3) Includes FHLB stock.

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Provision for (Recovery of) Loan Losses

Provision for Losses on Non-Covered Loans

The provision for losses on non-covered loans is based on the methodology used by management in calculating the allowance for losses on such loans. Reflecting this methodology, which is discussed in detail under “Critical Accounting Policies,” we recorded a $1.8 million provision for non-covered loan losses in the current first quarter, as compared to $5.2 million and $2.7 million in the three months ended December 31, 2016 and March 31, 2016, respectively.

Recovery of Losses on Covered Loans

A recovery of losses on covered loans is recorded when we have reason to believe that the cash flows from certain pools of loans acquired in our FDIC-assisted transactions will exceed our expectations due to an improvement in their credit quality. Conversely, if we have reason to believe that the cash flows from certain pools of such acquired loans will fall short of our expectations as a result of a decline in credit quality, we instead record a provision for losses on covered loans.

Reflecting our expectations, we recovered $5.8 million, $1.7 million, and $2.9 million from the allowance for covered loan losses in the three months ended March 31, 2017, December 31, 2016, and March 31, 2016, respectively.

Because our FDIC loss sharing agreements call for the FDIC to share in any recoveries of covered loan losses—and for the FDIC to reimburse us for a portion of our losses on covered loans—we record FDIC indemnification expense (income) in “Non-interest income” in the same period that a recovery from (provision for) the allowance for covered loan losses is recorded. The recoveries recorded in the aforementioned quarters were largely offset by FDIC indemnification expense of $4.6 million, $1.3 million, and $2.3 million, which was recorded in “Non-interest income” in the respective periods.

For additional information about our provisions for and recoveries of loan losses, see the discussion of the allowances for loan losses under “Critical Accounting Policies” and the discussion of “Asset Quality” that appear earlier in this report.

Non-Interest Income

We generate non-interest income through a variety of sources, including—among others—mortgage banking income; fee income (in the form of retail deposit fees and charges on loans); income from our investment in BOLI; gains on the sale of securities; and revenues produced through the sale of third-party investment products and those produced through our wholly-owned subsidiary, Peter B. Cannell & Co., Inc. (“PBC”), an investment advisory firm.

Non-interest income totaled $32.2 million in the current first quarter, $202,000 lower than the trailing-quarter level and $3.1 million lower than the year-earlier amount.

The modest linked-quarter decline was driven by reductions in various revenue sources, including a $1.5 million decrease in BOLI income to $6.3 million, and more modest reductions in fee income and net securities gains to $7.9 million and $2.0 million, respectively. In addition, sales of loans generated a first-quarter loss of $266,000 in contrast to a $688,000 gain in the trailing quarter, and FDIC indemnification expense rose $3.3 million sequentially. The combined impact of these factors was largely offset by a $6.5 million increase in mortgage banking income to $9.8 million in the three months ended March 31, 2017.

The year-over-year decline in non-interest income reflects a similar combination of factors, including a $3.0 million reduction in BOLI income, a $2.3 million increase in FDIC indemnification expense, and the $6.0 million difference between the current first-quarter loss on loan sales and the year-earlier first-quarter gain. These reductions were somewhat offset by a $5.6 million increase in mortgage banking income and a $1.8 million increase in net securities gains.

The following table summarizes our mortgage banking income for the periods indicated:

	For the Three Months Ended
	March 31,		December 31,			March 31,
(in thousands)	2017		2016			2016
Mortgage Banking Income:
Income from originations	$	4,975	$	6,901		$	13,613
Servicing income (loss)		4,789		(3,640	)		(9,475	)
Total mortgage banking income	$	9,764	$	3,261		$	4,138

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As reflected in the preceding table, the year-over-year increase in mortgage banking income was largely driven by the $14.3 million difference between the servicing income recorded in the current first quarter and the year-earlier servicing loss. The loss was primarily due to a change in modeling assumptions used by the Company’s mortgage banking operation for the valuation of MSRs. In contrast, the higher level of income from originations recorded in the year-earlier first quarter was attributable to the higher volume of loans sold, as well as higher sales margins, and to the reversal of $5.9 million from the representation and warranty reserve on one-to-four family loans held for sale during that time.

It should be noted that the amount of mortgage banking income we record in any given quarter is likely to vary, and therefore is difficult to predict. The mortgage banking income we record depends in large part on the volume of loans originated which, in turn, depends on a variety of factors, including changes in market interest rates and economic conditions, competition, refinancing activity, and loan demand.

The following table summarizes our non-interest income in the three months ended March 31, 2017, December 31, 2016, and March 31, 2016:

Non-Interest Income Analysis

	For the Three Months Ended
	March 31,			December 31,			March 31,
(in thousands)	2017			2016			2016
Mortgage banking income	$	9,764		$	3,261		$	4,138
Fee income		7,860			8,185			7,923
BOLI income		6,337			7,807			9,336
Net (loss) gain on sales of loans		(266	)		688			5,775
Net gain on sales of securities		1,979			2,934			163
FDIC indemnification expense		(4,636	)		(1,327	)		(2,318	)
Other income:
Peter B. Cannell & Co., Inc.		5,533			5,436			5,880
Third-party investment product sales		3,169			2,835			2,897
Other		2,432			2,555			1,443
Total other income		11,134			10,826			10,220
Total non-interest income	$	32,172		$	32,374		$	35,237

Non-Interest Expense

Non-interest expense has two primary components: operating expenses, which consist of compensation and benefits expense, occupancy and equipment expense, and general and administrative (“G&A”) expense, and the amortization of the CDI stemming from certain merger transactions.

In the three months ended March 31, 2017, non-interest expense totaled $166.9 million, a $3.7 million decrease from the trailing-quarter level and an $8.5 million increase from the level recorded in the first quarter of 2016. In the three months ended December 31, 2016 and March 31, 2016, non-interest expense included merger-related expenses of $6.0 million and $1.2 million; no comparable expenses were recorded in the first quarter of 2017.

CDI amortization accounted for $154,000 of non-interest expense in the current first quarter, as compared to $397,000 and $846,000 in the trailing and year-earlier quarters, respectively.

In contrast, operating expenses totaled $166.8 million in the current first quarter, as compared to $164.2 million and $156.4 million, respectively, in the prior periods. The linked-quarter increase was largely driven by a $5.3 million rise in compensation and benefits expense to $95.6 million, and tempered by a $3.1 million decline in G&A expense to $46.2 million. The rise in compensation and benefits expense was due to a combination of factors, including the payment of payroll taxes, the addition of senior-level staff in certain back-office departments, normal salary increases, and certain incentive compensation awards. The decline in G&A expense was largely due to a reduction in advertising expenses, together with a decrease in legal fees. Occupancy and equipment expense rose modestly from the trailing-quarter level, totaling $25.1 million in the first three months of 2017.

The year-over-year rise in operating expenses was substantially greater, as a $6.3 million increase in compensation and benefits expense was coupled with a $4.9 million increase in G&A expense. While the year-over-year rise in compensation and benefits expense was generally attributable to the same factors as the linked-quarter increase, the year-over-year rise in G&A expense was largely attributable to higher FDIC insurance premiums and professional fees. The impact of these increases on the Company’s operating expenses was modestly tempered by a $756,000 decrease in occupancy and equipment expense.

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Income Tax Expense

Income tax expense totaled $60.2 million in the current first quarter, modestly higher than the trailing-quarter level and $14.7 million lower than the year-earlier first-quarter amount.

While pre-tax income fell $9.6 million sequentially, to $164.2 million, the effective tax rate rose to 36.67% in the current first quarter from 34.55% in the trailing three-month period. The low level of the effective tax rate in the trailing quarter reflects the deductibility of certain merger-related expenses following the termination of the merger agreement with Astoria Financial Corporation in December 2016.

In the first quarter of 2016, pre-tax income was $40.7 million higher than the current first-quarter level, and the effective tax rate was modestly lower at 36.58%.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about the Company’s market risk were presented on pages 83-87 of our 2016 Annual Report on Form 10-K, filed with the U.S. Securities and Exchange Commission (the “SEC”) on March 1, 2017. Subsequent changes in the Company’s market risk profile and interest rate sensitivity are detailed in the discussion entitled “Asset and Liability Management and the Management of Interest Rate Risk” earlier in this quarterly report.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule 13a-15(b), as adopted by the Securities and Exchange Commission (the “SEC”) under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period.

(b) Changes in Internal Control over Financial Reporting

There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the fiscal quarter to which this report relates that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

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PART II – OTHER INFORMATION

Item 1. Legal Proceedings

The Company is involved in various legal actions arising in the ordinary course of its business. All such actions in the aggregate involve amounts that are believed by management to be immaterial to the financial condition and results of operations of the Company.

Item 1A. Risk Factors

In addition to the other information set forth in this report, readers should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, as such factors could materially affect the Company’s business, financial condition, or future results of operations. There have been no material changes to the risk factors disclosed in the Company’s 2016 Annual Report on Form 10-K.

The risks described in the 2016 Annual Report on Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company, or that the Company currently deems to be immaterial, also may have a material adverse impact on the Company’s business, financial condition, or results of operations.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Shares Repurchased Pursuant to the Company’s Stock-Based Incentive Plans

Participants in the Company’s stock-based incentive plans may have shares of common stock withheld to fulfill the income tax obligations that arise in connection with the vesting of their stock awards. Shares that are withheld for this purpose are repurchased pursuant to the terms of the applicable stock-based incentive plan, rather than pursuant to the share repurchase program authorized by the Board of Directors, described below.

During the three months ended March 31, 2017, the Company allocated $10.1 million toward the repurchase of shares of its common stock pursuant to the terms of its stock-based incentive plans, as indicated in the following table:

(dollars in thousands, except per share data)
First Quarter 2017	Total Shares of Common Stock Repurchased		Average Price Paid per Common Share		Total Allocation
January 1 – January 31		582,299		$15.76	$	9,177
February 1 – February 28		280		14.94		4
March 1 – March 31		66,214		14.36		951
Total shares repurchased		648,793		15.62	$	10,132

Shares Repurchased Pursuant to the Board of Directors’ Share Repurchase Authorization

On April 20, 2004, the Board of Directors authorized the repurchase of up to five million shares of the Company’s common stock. Of this amount, 1,659,816 shares were still available for repurchase at March 31, 2017. Under said authorization, shares may be repurchased on the open market or in privately negotiated transactions. No shares have been repurchased under this authorization since August 2006.

Shares that are repurchased pursuant to the Board of Directors’ authorization, and those that are repurchased pursuant to the Company’s stock-based incentive plans, are held in our Treasury account and may be used for various corporate purposes, including, but not limited to, merger transactions and the vesting of restricted stock awards.

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

83

Item 6. Exhibits

Exhibit No.
3.1	Amended and Restated Certificate of Incorporation (1)
3.2	Certificate of Amendment of Amended and Restated Certificate of Incorporation (2)
3.3	Certificate of Amendment of Amended and Restated Certificate of Incorporation (3)
3.4	Certificate of Designations of the Registrant with respect to the Series A Preferred Stock, dated March 16, 2017, filed with the Secretary of State of the State of Delaware and effective March 16, 2017 (4)
3.5	Amended and Restated Bylaws of the Registrant, as of December 20, 2016 (5)
4.1	Specimen Stock Certificate (6)
4.2	Form of certificate representing the Series A Preferred Stock (7)
4.3	Form of depositary receipt representing the Depositary Shares (8)
4.4	Deposit Agreement, dated as of March 16, 2017, by and among the Registrant, Computershare, Inc., and Computershare Trust Company, N.A., as joint depositary, and the holders from time to time of the depositary receipts described therein. (9)
4.5	Registrant will furnish, upon request, copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries.
11.0	Computation of Earnings per Common Share (See Note 2 to the Consolidated Financial Statements.)
31.1	Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto)
31.2	Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto)
32.0	Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (attached hereto)
101	The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Condition, (ii) the Consolidated Statements of Operations and Comprehensive Income, (iii) the Consolidated Statements of Changes in Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows, and (v) the Notes to the Consolidated Financial Statements.

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Form 10-Q for the quarterly period ended March 31, 2001 (File No. 0-22278), as filed with the Securities and Exchange Commission on May 11, 2001.

(2) Incorporated by reference to Exhibit 3.2 to the Company’s Form 10-K for the year ended December 31, 2003 (File No. 1-31565), as filed with the Securities and Exchange Commission on March 15, 2004.

(3) Incorporated by reference to Exhibit 3.1 to the Company’s Form 8-K filed with the Securities and Exchange Commission on April 27, 2016 (File No. 1-31565).

(4) Incorporated herein by reference to Exhibit 3.4 of the Company’s Registration Statement on Form 8-A (File No. 333-210919), as filed with the Securities and Exchange Commission on March 16, 2017.

(5) Incorporated herein by reference to Exhibit 3.4 of the Company’s Annual Report on Form 10-K (File No. 001-31565) for the year ended December 31, 2016, as filed with the Securities and Exchange Commission on March 1, 2017.

(6) Incorporated by reference to Exhibit 4.1 of the Company’s Registration Statement on Form S-1 (File No. No. 33-66852), as filed with the Securities and Exchange Commission on July 30, 1993.

(7) Incorporated by reference to Exhibit A to Exhibit 4.1 of the Company’s Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2017 (File No. 1-31565).

(8) Incorporated by reference to Exhibit B to Exhibit 4.1 of the Company’s Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2017 (File No. 1-31565).

(9) Incorporated by reference to Exhibit 4.1 of the Company’s Form 8-K, as filed with the Securities and Exchange Commission on March 17, 2017 (File No. 1-31565).

84

NEW YORK COMMUNITY BANCORP, INC.

SIGNATURES

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 thereunto duly authorized.

		New York Community Bancorp, Inc.
		(Registrant)
DATE: May 10, 2017	BY:	/s/ Joseph R. Ficalora
		Joseph R. Ficalora President, Chief Executive Officer, and Director
DATE: May 10, 2017	BY:	/s/ Thomas R. Cangemi
		Thomas R. Cangemi Senior Executive Vice President and Chief Financial Officer

85

EX-31.1

Exhibit 31.1

NEW YORK COMMUNITY BANCORP, INC.

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Joseph R. Ficalora, certify that:

1. I have reviewed this quarterly report on Form 10-Q of New York Community Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 10, 2017	BY:	/s/ Joseph R. Ficalora
		Joseph R. Ficalora
		President, Chief Executive Officer, and Director

EX-31.2

Exhibit 31.2

NEW YORK COMMUNITY BANCORP, INC.

CERTIFICATION PURSUANT TO SECTION 302

OF THE SARBANES-OXLEY ACT OF 2002

I, Thomas R. Cangemi, certify that:

1. I have reviewed this quarterly report on Form 10-Q of New York Community Bancorp, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting.

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent function):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

DATE: May 10, 2017	BY:	/s/ Thomas R. Cangemi
		Thomas R. Cangemi
		Senior Executive Vice President and Chief Financial Officer

EX-32.0

Exhibit 32.0

NEW YORK COMMUNITY BANCORP, INC.

CERTIFICATIONS PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED

PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of New York Community Bancorp, Inc. (the “Company”) on Form 10-Q for the period ended on March 31, 2017 as filed with the Securities and Exchange Commission (the “Report”), the undersigned certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.

DATE: May 10, 2017	BY:	/s/ Joseph R. Ficalora
		Joseph R. Ficalora
		President, Chief Executive Officer, and Director
DATE: May 10, 2017	BY:	/s/ Thomas R. Cangemi
		Thomas R. Cangemi
		Senior Executive Vice President and Chief Financial Officer

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Document and Entity Information - shares	3 Months Ended
	Mar. 31, 2017	May 03, 2017
Document Type	10-Q
Amendment Flag	false
Document Period End Date	Mar. 31, 2017
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q1
Trading Symbol	NYB
Entity Registrant Name	NEW YORK COMMUNITY BANCORP INC
Entity Central Index Key	0000910073
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		489,054,158

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Consolidated Statements of Condition - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016
Assets:
Cash and cash equivalents		$ 984,296	$ 557,850
Securities:
Available-for-sale		50,224	104,281
Held-to-maturity ($1,718,094 and $1,930,533 pledged, respectively) (fair value of $3,750,049 and $3,813,959, respectively)		3,642,104	3,712,776	[1]
Total securities		3,692,328	3,817,057
Non-covered loans held for sale		215,981	409,152
Non-covered loans held for investment, net of deferred loan fees and costs		37,330,489	37,382,722
Less: Allowance for losses on non-covered loans		(154,450)	(158,290)
Non-covered loans held for investment, net		37,176,039	37,224,432
Covered loans		1,599,101	1,698,133
Less: Allowance for losses on covered loans		(17,906)	(23,701)
Covered loans, net		1,581,195	1,674,432
Total loans, net		38,973,215	39,308,016
Federal Home Loan Bank stock, at cost	[2]	577,943	590,934
Premises and equipment, net		379,304	373,675
FDIC loss share receivable		221,158	243,686
Goodwill		2,436,131	2,436,131
Core deposit intangibles		54	208
Mortgage servicing rights (includes $228,800 and $228,099, respectively, measured at fair value)		234,306	233,961
Bank-owned life insurance		955,440	949,026
Other real estate owned (includes $17,292 and $16,990, respectively, covered by loss sharing agreements)		27,551	28,598
Other assets		342,838	387,413
Total assets		48,824,564	48,926,555
Deposits:
NOW and money market accounts		12,972,381	13,395,080
Savings accounts		5,335,783	5,280,374
Certificates of deposit		7,562,207	7,577,170
Non-interest-bearing accounts		2,856,175	2,635,279
Total deposits		28,726,546	28,887,903
Wholesale borrowings:
Federal Home Loan Bank advances		11,354,500	11,664,500
Repurchase agreements		1,500,000	1,500,000
Fed funds purchased			150,000
Total wholesale borrowings		12,854,500	13,314,500
Junior subordinated debentures		358,952	358,879
Total borrowed funds		13,213,452	13,673,379
Other liabilities		237,215	241,282
Total liabilities		42,177,213	42,802,564
Stockholders' equity:
Preferred stock at par $0.01 (5,000,000 shares authorized): Series A (515,000 shares issued and outstanding)		503,116
Common stock at par $0.01 (900,000,000 shares authorized; 488,953,712 and 487,067,889 shares issued; and 488,953,712 and 487,056,676 shares outstanding, respectively)		4,890	4,871
Paid-in capital in excess of par		6,045,979	6,047,558
Retained earnings		149,425	128,435
Treasury stock, at cost (11,213 shares at December 31, 2016)			(160)
Accumulated other comprehensive loss, net of tax:
Net unrealized loss on securities available for sale, net of tax of $951 and $534, respectively		(1,336)	(753)
Net unrealized loss on the non-credit portion of other-than-temporary impairment ("OTTI") losses on securities, net of tax of $3,338 and $3,351, respectively		(5,222)	(5,241)
Net unrealized loss on pension and post-retirement obligations, net of tax of $33,483 and $34,355, respectively		(49,501)	(50,719)
Total accumulated other comprehensive loss, net of tax		(56,059)	(56,713)
Total stockholders' equity		6,647,351	6,123,991
Total liabilities and stockholders' equity		$ 48,824,564	$ 48,926,555

[1] Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

[2] Carrying value and estimated fair value are at cost.

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Consolidated Statements of Condition (Parenthetical) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Securities held to maturity, pledged	$ 1,718,094	$ 1,930,533
Securities held to maturity, fair value	3,750,049	3,813,959	[1]
Mortgage servicing rights,fair value	228,800	228,099
Other real estate owned, covered by loss sharing agreements	$ 17,292	$ 16,990
Preferred stock, par	$ 0.01	$ 0.01
Preferred stock, shares authorized	5,000,000	5,000,000
Preferred stock, Series A shares issued	515,000	515,000
Preferred stock, Series A shares outstanding	515,000	515,000
Common stock, par	$ 0.01	$ 0.01
Common stock, shares authorized	900,000,000	900,000,000
Common stock, shares issued	488,953,712	487,067,889
Common stock, shares outstanding	488,953,712	487,056,676
Treasury stock, shares		11,213
Net unrealized loss on securities available for sale, tax	$ 951	$ 534
Net unrealized loss on the non-credit portion of other-than-temporary impairment losses on securities, tax	3,338	3,351
Net unrealized loss on pension and post-retirement obligations, tax	$ 33,483	$ 34,355

[1] Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

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Consolidated Statements of Income and Comprehensive Income - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Interest Income:
Mortgage and other loans		$ 358,402	$ 360,723
Securities and money market investments		40,717	63,087
Total interest income		399,119	423,810
Interest Expense:
NOW and money market accounts		19,709	14,619
Savings accounts		6,810	10,208
Certificates of deposit		22,131	15,890
Borrowed funds		55,552	55,227
Total interest expense		104,202	95,944
Net interest income		294,917	327,866
Provision for losses on non-covered loans		(4,008)	(176)
Net interest income after provision for (recovery of) loan losses		298,925	328,042
Non-Interest Income:
Mortgage banking income		9,764	4,138
Fee income		7,860	7,923
Bank-owned life insurance		6,337	9,336
Net (loss) gain on sales of loans		(266)	5,775
Net gain on sales of securities		1,979	163
FDIC indemnification expense		(4,636)	(2,318)
Other		11,134	10,220
Total non-interest income	[1]	32,172	35,237
Operating expenses:
Compensation and benefits		95,554	89,304
Occupancy and equipment		25,059	25,815
General and administrative		46,176	41,270
Total operating expenses		166,789	156,389
Amortization of core deposit intangibles		154	846
Merger-related expenses			1,213
Total non-interest expense	[2]	166,943	158,448
Income before income taxes		164,154	204,831
Income tax expense		60,197	74,922
Net income		103,957	129,909
Other comprehensive income, net of tax:
Change in net unrealized gain on securities available for sale, net of tax of $353 and $746, respectively		495	1,062
Change in the non-credit portion of OTTI losses recognized other comprehensive income, net of tax of $13 and $12, respectively		19	19
Change in pension and post-retirement obligations, net of tax of $872 and $945, respectively		1,218	1,336
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of $770		(1,078)
Total other comprehensive income, net of tax		654	2,417
Total comprehensive income, net of tax		$ 104,611	$ 132,326
Basic earnings per common share		$ 0.21	$ 0.27
Diluted earnings per common share		$ 0.21	$ 0.27
Non-Covered Loans
Interest Expense:
Provision for losses on non-covered loans		$ 1,787	$ 2,721
Covered Loans
Interest Expense:
Provision for losses on non-covered loans		$ (5,795)	$ (2,897)

[1] Includes ancillary fee income.

[2] Includes both direct and indirect expenses.

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Consolidated Statements of Income and Comprehensive Income (Parenthetical) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Change in net unrealized gain on securities available for sale, tax	$ 353	$ 746
Change in the non-credit portion of OTTI losses recognized in other comprehensive income, tax	13	12
Change in pension and post-retirement obligations, tax	872	945
Reclassification adjustment for sales of available-for-sale securities, tax	$ 770	$ 770

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Consolidated Statement of Changes in Stockholders' Equity - 3 months ended Mar. 31, 2017 - USD ($) $ in Thousands	Total	Preferred Stock (Par Value: $0.01):	Common Stock (Par Value: $0.01):	Paid-in Capital in Excess of Par:	Retained Earnings:	Treasury Stock:	Accumulated Other Comprehensive Loss, net of tax:
Balance at beginning of year at Dec. 31, 2016	$ 6,123,991		$ 4,871	$ 6,047,558	$ 128,435	$ (160)	$ (56,713)
Net income	103,957				103,957
Purchase of common stock (648,793 shares)						(10,132)
Issuance of preferred stock (515,000 shares)		$ 503,116
Other comprehensive income, net of tax	654						654
Shares issued for restricted stock awards (1,885,823 shares)			19	(10,311)		$ 10,292
Dividends paid on common stock ($0.17 per share)					(82,967)
Compensation expense related to restricted stock awards				8,732
Balance at end of period at Mar. 31, 2017	$ 6,647,351	$ 503,116	$ 4,890	$ 6,045,979	$ 149,425		$ (56,059)

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Consolidated Statement of Changes in Stockholders' Equity (Parenthetical)	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Preferred Stock (Par Value: $0.01):
Issuance of preferred stock, shares	515,000
Common Stock (Par Value: $0.01):
Shares issued for restricted stock awards, shares	1,885,823
Retained Earnings:
Dividends paid on common stock, per share | $ / shares	$ 0.17
Treasury Stock:
Purchase of common stock, shares	648,793
Shares issued for restricted stock awards, shares	660,006

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Consolidated Statements of Cash Flows - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Cash Flows from Operating Activities:
Net income	$ 103,957	$ 129,909
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses	(4,008)	(176)
Depreciation and amortization	8,043	8,053
Amortization of discounts and premiums, net	(1,216)	(8,470)
Amortization of core deposit intangibles	154	846
Net gain on sales of securities	(1,979)	(163)
Net gain on sales of loans	(4,709)	(19,386)
Stock-based compensation	8,732	8,207
Deferred tax expense	23,693	18,027
Changes in operating assets and liabilities:
Decrease in other assets	61,391	293,865
Decrease in other liabilities	(26,138)	(21,286)
Origination of loans held for sale	(560,186)	(899,100)
Proceeds from sales of loans originated for sale	762,365	801,347
Net cash provided by operating activities	370,099	311,673
Cash Flows from Investing Activities:
Proceeds from repayment of securities held to maturity	85,024	1,923,149
Proceeds from repayment of securities available for sale	33	49,959
Proceeds from sales of securities available for sale	139,002	104,663
Purchase of securities held to maturity	(13,030)	(10,086)
Purchase of securities available for sale	(84,000)	(104,500)
Redemption of Federal Home Loan Bank stock	34,641	215,542
Purchase of Federal Home Loan Bank stock	(21,651)	(102,818)
Net increase in loans	(73,257)	(910,243)
Proceeds from sales of loans	214,596	585,616
Purchase of premises and equipment, net	(13,671)	(10,763)
Net cash provided by investing activities	267,687	1,740,519
Cash Flows from Financing Activities:
Net (decrease) increase in deposits	(161,357)	555,554
Net decrease in short-term borrowed funds	(460,000)	(2,403,700)
Net proceeds from issuance of preferred stock	503,116
Cash dividends paid on common stock	(82,967)	(82,618)
Payments relating to treasury shares received for restricted stock award tax payments	(10,132)	(8,222)
Net cash used in financing activities	(211,340)	(1,938,986)
Net increase in cash and cash equivalents	426,446	113,206
Cash and cash equivalents at beginning of period	557,850	537,674
Cash and cash equivalents at end of period	984,296	650,880
Supplemental information:
Cash paid for interest	102,821	91,079
Cash paid for income taxes	1	2
Non-cash investing and financing activities:
Transfers to other real estate owned from loans	5,911	9,456
Transfer of loans from held for investment to held for sale	214,862	579,841
Shares issued for restricted stock awards	$ 10,311	$ 8,668

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Organization and Basis of Presentation

3 Months Ended

Mar. 31, 2017

Organization and Basis of Presentation

Note 1. Organization and Basis of Presentation

Organization

New York Community Bancorp, Inc. (on a stand-alone basis, the “Parent Company” or, collectively with its subsidiaries, the “Company”) was organized under Delaware law on July 20, 1993 and is the holding company for New York Community Bank and New York Commercial Bank (hereinafter referred to as the “Community Bank” and the “Commercial Bank,” respectively, and collectively as the “Banks”). For the purpose of these Consolidated Financial Statements, the “Community Bank” and the “Commercial Bank” refer not only to the respective banks but also to their respective subsidiaries.

The Community Bank is the primary banking subsidiary of the Company, which was formerly known as Queens County Bancorp, Inc. Founded on April 14, 1859 and formerly known as Queens County Savings Bank, the Community Bank converted from a state-chartered mutual savings bank to the capital stock form of ownership on November 23, 1993, at which date the Company issued its initial offering of common stock (par value: $0.01 per share) at a price of $25.00 per share ($0.93 per share on a split-adjusted basis, reflecting the impact of nine stock splits between 1994 and 2004). The Commercial Bank was established on December 30, 2005.

Reflecting its growth through acquisitions, the Community Bank currently operates 225 branches, two of which operate directly under the Community Bank name. The remaining 223 Community Bank branches operate through seven divisional banks: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, and Roosevelt Savings Bank in New York; Garden State Community Bank in New Jersey; AmTrust Bank in Florida and Arizona; and Ohio Savings Bank in Ohio.

The Commercial Bank currently operates 30 branches in Manhattan, Queens, Brooklyn, Westchester County, and Long Island (all in New York), including 18 branches that operate under the name “Atlantic Bank.”

Basis of Presentation

The following is a description of the significant accounting and reporting policies that the Company and its subsidiaries follow in preparing and presenting their consolidated financial statements, which conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowances for loan losses; the valuation of mortgage servicing rights (“MSRs”); the evaluation of goodwill for impairment; the evaluation of other-than-temporary impairment (“OTTI”) of securities; and the evaluation of the need for a valuation allowance on the Company’s deferred tax assets.

The accompanying consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. All inter-company accounts and transactions are eliminated in consolidation. The Company currently has certain unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to issue guaranteed capital securities (“capital securities”). See Note 7, “Borrowed Funds,” for additional information regarding these trusts.

When necessary, certain reclassifications are made to prior-year amounts to conform to the current-year presentation. In the Consolidated Statements of Cash Flows for the three months ended March 31, 2016, Federal Home Loan Bank (“FHLB”) stock is presented on a gross basis to conform to the presentation for the three months ended March 31, 2017.

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Computation of Earnings per Common Share

3 Months Ended

Mar. 31, 2017

Computation of Earnings per Common Share

Note 2. Computation of Earnings per Common Share

Basic earnings per common share (“EPS”) is computed by dividing the net income available to common shareholders by the weighted average number of common shares outstanding during the period. Diluted EPS is computed using the same method as basic EPS, however, the computation reflects the potential dilution that would occur if outstanding in-the-money stock options were exercised and converted into common stock.

Unvested stock-based compensation awards containing non-forfeitable rights to dividends paid on the Company’s common stock are considered participating securities, and therefore are included in the two-class method for calculating EPS. Under the two-class method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends on the common stock. The Company grants restricted stock to certain employees under its stock-based compensation plans. Recipients receive cash dividends during the vesting periods of these awards, including on the unvested portion of such awards. Since these dividends are non-forfeitable, the unvested awards are considered participating securities and therefore have earnings allocated to them.

The following table presents the Company’s computation of basic and diluted EPS for the periods indicated:

	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2017			2016
Net income available to common shareholders	$	103,957		$	129,909
Less: Dividends paid on and earnings allocated to participating securities		(819	)		(979	)
Earnings applicable to common stock	$	103,138		$	128,930
Weighted average common shares outstanding		486,511,756			484,605,397
Basic earnings per common share		$0.21			$0.27
Earnings applicable to common stock	$	103,138		$	128,930
Weighted average common shares outstanding		486,511,756			484,605,397
Potential dilutive common shares (1)		—			—
Total shares for diluted earnings per common share computation		486,511,756			484,605,397
Diluted earnings per common share and common share equivalents		$0.21			$0.27

(1) At March 31, 2017 and 2016, there were no stock options outstanding.

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Reclassifications Out of Accumulated Other Comprehensive Loss

3 Months Ended

Mar. 31, 2017

Reclassifications Out of Accumulated Other Comprehensive Loss

Note 3. Reclassifications Out of Accumulated Other Comprehensive Loss

(in thousands)	For the Three Months Ended March 31, 2017
Details about Accumulated Other Comprehensive Loss	Amount Reclassified from Accumulated Other Comprehensive Loss (1)			Affected Line Item in the Consolidated Statement of Operations and Comprehensive Income
Unrealized gains on available-for-sale securities	$	1,848		Net gain on sales of securities
		(770	)	Income tax expense
	$	1,078		Net gain on sales of securities, net of tax
Amortization of defined benefit pension plan items:
Past service liability	$	62		Included in the computation of net periodic (credit) expense (2)
Actuarial losses		(2,121	)	Included in the computation of net periodic (credit) expense (2)
		(2,059	)	Total before tax
		858		Tax benefit
	$	(1,201	)	Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period	$	(123	)

(1) Amounts in parentheses indicate expense items.

(2) See Note 9, “Pension and Other Post-Retirement Benefits,” for additional information.

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Securities

3 Months Ended

Mar. 31, 2017

Securities

Note 4. Securities

The following tables summarize the Company’s portfolio of securities available for sale at March 31, 2017 and December 31, 2016:

	March 31, 2017
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE(1) certificates	$	7,748	$	—	$	445	$	7,303
Other Securities:
Municipal bonds	$	584	$	47	$	—	$	631
Capital trust notes		9,463		—		2,046		7,417
Preferred stock		17,842		44		50		17,836
Mutual funds and common stock (2)		16,874		424		261		17,037
Total other securities	$	44,763	$	515	$	2,357	$	42,921
Total securities available for sale	$	52,511	$	515	$	2,802	$	50,224

(1) Government-sponsored enterprise.

(2) Primarily consists of mutual funds that are Community Reinvestment Act-qualified investments.

	December 31, 2016
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	7,786	$	—	$	460	$	7,326
Other Securities:
Municipal bonds	$	583	$	48	$	—	$	631
Capital trust notes		9,458		2		2,217		7,243
Preferred stock		70,866		1,446		328		71,984
Mutual funds and common stock		16,874		484		261		17,097
Total other securities	$	97,781	$	1,980	$	2,806	$	96,955
Total securities available for sale	$	105,567	$	1,980	$	3,266	$	104,281

The following tables summarize the Company’s portfolio of securities held to maturity at March 31, 2017 and December 31, 2016:

	March 31, 2017
(in thousands)	Amortized Cost		Carrying Amount		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	2,170,706	$	2,170,706	$	70,183	$	1,078	$	2,239,811
GSE CMOs (1)		971,487		971,487		32,933		219		1,004,201
Total mortgage-related securities	$	3,142,193	$	3,142,193	$	103,116	$	1,297	$	3,244,012
Other Securities:
U. S. Treasury obligations	$	200,158	$	200,158	$	—	$	103	$	200,055
GSE debentures		88,387		88,387		3,565		—		91,952
Corporate bonds		74,337		74,337		11,079		—		85,416
Municipal bonds		71,297		71,297		533		1,474		70,356
Capital trust notes		74,291		65,732		2,722		10,196		58,258
Total other securities	$	508,470	$	499,911	$	17,899	$	11,773	$	506,037
Total securities held to maturity (2)	$	3,650,663	$	3,642,104	$	121,015	$	13,070	$	3,750,049

(1) Collateralized mortgage obligations.

(2) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At March 31, 2017, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

	December 31, 2016
(in thousands)	Amortized Cost		Carrying Amount		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	2,193,489	$	2,193,489	$	64,431	$	2,399	$	2,255,521
GSE CMOs		1,019,074		1,019,074		36,895		57		1,055,912
Total mortgage-related securities	$	3,212,563	$	3,212,563	$	101,326	$	2,456	$	3,311,433
Other Securities:
U. S. Treasury obligations	$	200,293	$	200,293	$	—	$	73	$	200,220
GSE debentures		88,457		88,457		3,836		—		92,293
Corporate bonds		74,217		74,217		9,549		—		83,766
Municipal bonds		71,554		71,554		—		1,789		69,765
Capital trust notes		74,284		65,692		2,662		11,872		56,482
Total other securities	$	508,805	$	500,213	$	16,047	$	13,734	$	502,526
Total securities held to maturity (1)	$	3,721,368	$	3,712,776	$	117,373	$	16,190	$	3,813,959

(1) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

At March 31, 2017 and December 31, 2016, respectively, the Company had $577.9 million and $590.9 million of FHLB-NY stock, at cost. The Company is required to maintain an investment in FHLB-NY stock in order to have access to the funding it provides.

The following table summarizes the gross proceeds, gross realized gains, and gross realized losses from the sale of available-for-sale securities during the three months ended March 31, 2017 and 2016:

	For the Three Months Ended March 31,
(in thousands)	2017		2016
Gross proceeds	$	139,002	$	104,663
Gross realized gains		1,979		163

In the following table, the beginning balance represents the credit loss component for debt securities on which OTTI occurred prior to January 1, 2017. For credit-impaired debt securities, OTTI recognized in earnings after that date is presented as an addition in two components, based upon whether the current period is the first time a debt security was credit-impaired (initial credit impairment) or is not the first time a debt security was credit-impaired (subsequent credit impairment).

(in thousands)		For the Three Months Ended March 31, 2017
Beginning credit loss amount as of December 31, 2016		$	197,552
Add:	Initial other-than-temporary credit losses		—
	Subsequent other-than-temporary credit losses		—
	Amount previously recognized in AOCL		—
Less:	Realized losses for securities sold		—
	Securities intended or required to be sold		—
	Increase in cash flows on debt securities		99
Ending credit loss amount as of March 31, 2017		$	197,453

The following table summarizes, by contractual maturity, the carrying amounts and estimated fair values of held-to-maturity mortgage-backed securities and debt securities, and the amortized costs and estimated fair values of available-for-sale securities, at March 31, 2017:

	At March 31, 2017
(dollars in thousands)	Mortgage- Related Securities		Average Yield			U.S. Treasury and GSE Obligations		Average Yield			State, County, and Municipal		Average Yield (1)			Other Debt Securities (2)		Average Yield			Fair Value
Held-to-Maturity Securities:
Due within one year	$	—		—	%	$	259,671		1.42	%	$	—		—	%	$	—		—	%	$	261,164
Due from one to five years		699,621		3.57			6,950		3.84			—		—			48,158		3.40			788,750
Due from five to ten years		2,133,551		3.11			21,924		3.52			—		—			26,179		9.06			2,258,597
Due after ten years		309,021		2.98			—		—			71,297		2.88			65,732		4.78			441,538
Total securities held to maturity	$	3,142,193		3.20	%	$	288,545		1.64	%	$	71,297		2.88	%	$	140,069		5.10	%	$	3,750,049
Available-for-Sale Securities: (3)
Due within one year	$	—		—	%	$	—		—	%	$	149		6.47	%	$	—		—	%	$	153
Due from one to five years		—		—			—		—			435		6.59			—		—			478
Due from five to ten years		7,748		1.90			—		—			—		—			—		—			7,303
Due after ten years		—		—			—		—			—		—			9,463		4.70			7,417
Total securities available for sale	$	7,748		1.90	%	$	—		—	%	$	584		6.56	%	$	9,463		4.70	%	$	15,351

(1) Not presented on a tax-equivalent basis.

(2) Includes corporate bonds and capital trust notes.

(3) As equity securities have no contractual maturity, they have been excluded from this table.

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2017:

At March 31, 2017	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Held-to-Maturity Securities:
GSE certificates	$	236,364	$	1,078	$	—	$	—	$	236,364	$	1,078
GSE CMOs		65,374		219		—		—		65,374		219
U. S. Treasury obligations		200,055		103		—		—		200,055		103
Municipal bonds		46,654		1,474		—		—		46,654		1,474
Capital trust notes		24,701		300		26,346		9,896		51,047		10,196
Total temporarily impaired held-to-maturity securities	$	573,148	$	3,174	$	26,346	$	9,896	$	599,494	$	13,070
Temporarily Impaired Available-for-Sale Securities:
GSE certificates	$	7,303	$	445	$	—	$	—	$	7,303	$	445
Capital trust notes		1,976		25		5,441		2,021		7,417		2,046
Equity securities		14,045		311		—		—		14,045		311
Total temporarily impaired available-for-sale securities	$	23,324	$	781	$	5,441	$	2,021	$	28,765	$	2,802

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of December 31, 2016:

At December 31, 2016	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Held-to-Maturity Securities:
GSE certificates	$	268,891	$	2,399	$	—	$	—	$	268,891	$	2,399
GSE CMOs		42,980		57		—		—		42,980		57
U. S. Treasury obligations		200,220		73		—		—		200,220		73
Municipal bonds		69,765		1,789		—		—		69,765		1,789
Capital trust notes		—		—		24,364		11,872		24,364		11,872
Total temporarily impaired held-to-maturity securities	$	581,856	$	4,318	$	24,364	$	11,872	$	606,220	$	16,190
Temporarily Impaired Available-for-Sale Securities:
GSE certificates	$	7,326	$	460	$	—	$	—	$	7,326	$	460
Capital trust notes		—		—		5,241		2,217		5,241		2,217
Equity securities		29,059		589		—		—		29,059		589
Total temporarily impaired available-for-sale securities	$	36,385	$	1,049	$	5,241	$	2,217	$	41,626	$	3,266

An OTTI loss on impaired debt securities must be fully recognized in earnings if an investor has the intent to sell the debt security, or if it is more likely than not that the investor will be required to sell the debt security before recovery of its amortized cost. However, even if an investor does not expect to sell a debt security, it must evaluate the expected cash flows to be received and determine if a credit loss has occurred. In the event that a credit loss occurs, only the amount of impairment associated with the credit loss is recognized in earnings. Amounts of impairment relating to factors other than credit losses are recorded in AOCL.

At March 31, 2017, the Company had unrealized losses on certain GSE mortgage-related securities, U.S. Treasury obligations, municipal bonds, capital trust notes, and equity securities.

The unrealized losses on the Company’s GSE mortgage-related securities, U.S. Treasury obligations, municipal bonds, and capital trust notes at March 31, 2017 were primarily caused by movements in market interest rates and spread volatility, rather than credit risk. These securities are not expected to be settled at a price that is less than the amortized cost of the Company’s investment.

The Company reviews quarterly financial information related to its investments in capital trust notes, as well as other information that is released by each of the issuers of such notes, to determine their continued creditworthiness. The Company continues to monitor these investments and currently estimates that the present value of expected cash flows is not less than the amortized cost of the securities. It is possible that these securities will perform worse than is currently expected, which could lead to adverse changes in cash flows from these securities and potential OTTI losses in the future. Future events that could trigger material unrecoverable declines in the fair values of the Company’s investments, and thus result in potential OTTI losses, include, but are not limited to, government intervention; deteriorating asset quality and credit metrics; significantly higher levels of default and loan loss provisions; losses in value on the underlying collateral; net operating losses; and illiquidity in the financial markets.

The Company considers a decline in the fair value of equity securities to be other than temporary if the Company does not expect to recover the entire amortized cost basis of the security. The unrealized losses on the Company’s equity securities at March 31, 2017 were caused by market volatility. The Company evaluated the near-term prospects of recovering the fair value of these securities, together with the severity and duration of impairment to date, and determined that they were not other-than-temporarily impaired. Nonetheless, it is possible that these equity securities will perform worse than is currently expected, which could lead to adverse changes in their fair value, or to the failure of the securities to fully recover in value as currently anticipated by management. Either event could cause the Company to record an OTTI loss in a future period. Events that could trigger a material decline in the fair value of these securities include, but are not limited to, deterioration in the equity markets; a decline in the quality of the loan portfolio of the issuer in which the Company has invested; and the recording of higher loan loss provisions and net operating losses by such issuer.

The investment securities designated as having a continuous loss position for twelve months or more at March 31, 2017 and December 31, 2016 consisted of five capital trust notes. At March 31, 2017, the fair value of securities having a continuous loss position for twelve months or more was 27.3% below the collective amortized cost of $43.7 million. At December 31, 2016, the fair value of such securities was 32.2% below the collective amortized cost of $43.7 million. At March 31, 2017 and December 31, 2016, the combined market value of the respective securities represented unrealized losses of $11.9 million and $14.1 million, respectively.

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Loans

3 Months Ended

Mar. 31, 2017

Loans

Note 5: Loans

The following table sets forth the composition of the loan portfolio at March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
	Amount			Percent of Non-Covered Loans Held for Investment			Amount			Percent of Non-Covered Loans Held for Investment
(dollars in thousands)
Non-Covered Loans Held for Investment:
Mortgage Loans:
Multi-family	$	27,036,909			72.47	%	$	26,945,052			72.13	%
Commercial real estate		7,533,380			20.19			7,724,362			20.68
One-to-four family		416,983			1.12			381,081			1.02
Acquisition, development, and construction		383,001			1.03			381,194			1.02
Total mortgage loans held for investment	$	35,370,273			94.81		$	35,431,689			94.85
Other Loans:
Commercial and industrial		1,348,391			3.61			1,341,216			3.59
Lease financing, net of unearned income of $57,365 and $60,278, respectively		563,244			1.51			559,229			1.50
Total commercial and industrial loans (1)		1,911,635			5.12			1,900,445			5.09
Purchased credit-impaired loans		5,840			0.02			5,762			0.01
Other		17,105			0.05			18,305			0.05
Total other loans held for investment		1,934,580			5.19			1,924,512			5.15
Total non-covered loans held for investment	$	37,304,853			100.00	%	$	37,356,201			100.00	%
Net deferred loan origination costs		25,636						26,521
Allowance for losses on non-covered loans		(154,450)						(158,290)
Non-covered loans held for investment, net	$	37,176,039					$	37,224,432
Covered loans		1,599,101						1,698,133
Allowance for losses on covered loans		(17,906	)					(23,701	)
Covered loans, net	$	1,581,195					$	1,674,432
Loans held for sale		215,981						409,152
Total loans, net	$	38,973,215					$	39,308,016

(1) Includes specialty finance loans of $1.3 billion at both March 31, 2017 and December 31, 2016, and other commercial and industrial loans of $629.6 million and $632.9 million, respectively, at March 31, 2017 and December 31, 2016.

Non-Covered Loans

Non-Covered Loans Held for Investment

The majority of the loans the Company originates for investment are multi-family loans, most of which are collateralized by non-luxury apartment buildings in New York City with rent-regulated units and below-market rents. In addition, the Company originates commercial real estate (“CRE”) loans, most of which are collateralized by income-producing properties such as office buildings, retail centers, mixed-use buildings, and multi-tenanted light industrial properties that are located in New York City and on Long Island.

To a lesser extent, the Company also originates one-to-four family loans, acquisition, development, and construction (“ADC”) loans, and commercial and industrial (“C&I”) loans, for investment. One-to-four family loans held for investment are originated through the Company’s mortgage banking operation and primarily consist of jumbo prime adjustable rate mortgages made to borrowers with a solid credit history. ADC loans are primarily originated for multi-family and residential tract projects in New York City and on Long Island. C&I loans consist of asset-based loans, equipment loans and leases, and dealer floor-plan loans (together, “specialty finance loans and leases”) that generally are made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide; and “other” C&I loans that primarily are made to small and mid-size businesses in Metro New York. “Other” C&I loans are typically made for working capital, business expansion, and the purchase of machinery and equipment.

The repayment of multi-family and CRE loans generally depends on the income produced by the underlying properties which, in turn, depends on their successful operation and management. To mitigate the potential for credit losses, the Company underwrites its loans in accordance with credit standards it considers to be prudent, looking first at the consistency of the cash flows being produced by the underlying property. In addition, multi-family buildings and CRE properties are inspected as a prerequisite to approval, and independent appraisers, whose appraisals are carefully reviewed by the Company’s in-house appraisers, perform appraisals on the collateral properties. In many cases, a second independent appraisal review is performed.

To further manage its credit risk, the Company’s lending policies limit the amount of credit granted to any one borrower and typically require conservative debt service coverage ratios and loan-to-value ratios. Nonetheless, the ability of the Company’s borrowers to repay these loans may be impacted by adverse conditions in the local real estate market and the local economy. Accordingly, there can be no assurance that its underwriting policies will protect the Company from credit-related losses or delinquencies.

ADC loans typically involve a higher degree of credit risk than loans secured by improved or owner-occupied real estate. Accordingly, borrowers are required to provide a guarantee of repayment and completion, and loan proceeds are disbursed as construction progresses, as certified by in-house or third-party engineers. The Company seeks to minimize the credit risk on ADC loans by maintaining conservative lending policies and rigorous underwriting standards. However, if the estimate of value proves to be inaccurate, the cost of completion is greater than expected, or the length of time to complete and/or sell or lease the collateral property is greater than anticipated, the property could have a value upon completion that is insufficient to assure full repayment of the loan. This could have a material adverse effect on the quality of the ADC loan portfolio, and could result in losses or delinquencies.

To minimize the risk involved in specialty finance lending and leasing, the Company participates in syndicated loans that are brought to it, and equipment loans and leases that are assigned to it, by a select group of nationally recognized sources who have had long-term relationships with its experienced lending officers. Each of these credits is secured with a perfected first security interest or outright ownership in the underlying collateral, and structured as senior debt or as a non-cancelable lease. To further minimize the risk involved in specialty finance lending and leasing, each transaction is re-underwritten. In addition, outside counsel is retained to conduct a further review of the underlying documentation.

To minimize the risks involved in other C&I lending, the Company underwrites such loans on the basis of the cash flows produced by the business; requires that such loans be collateralized by various business assets, including inventory, equipment, and accounts receivable, among others; and typically requires personal guarantees. However, the capacity of a borrower to repay such a C&I loan is substantially dependent on the degree to which the business is successful. In addition, the collateral underlying such loans may depreciate over time, may not be conducive to appraisal, or may fluctuate in value, based upon the results of operations of the business.

Included in non-covered loans held for investment at March 31, 2017 and December 31, 2016, respectively, were loans of $91.3 million and $91.8 million to officers, directors, and their related interests and parties. There were no loans to principal shareholders at either of those dates.

Non-covered purchased credit-impaired (“PCI”) loans, which had a carrying value of $5.8 million and an unpaid principal balance of $6.8 million at March 31, 2017, are loans that had been covered under an FDIC loss sharing agreement that expired in March 2015 and that now are included in non-covered loans. Such loans continue to be accounted for under Accounting Standards Codification (“ASC”) 310-30 and were initially measured at fair value, which included estimated future credit losses expected to be incurred over the lives of the loans. Under ASC 310-30, purchasers are permitted to aggregate acquired loans into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

Loans Held for Sale

The Community Bank’s mortgage banking operation originates, aggregates, sells, and services one-to-four family loans. Community banks, credit unions, mortgage companies, and mortgage brokers use its proprietary web-accessible mortgage banking platform to originate and close one-to-four family loans nationwide. These loans are generally sold to GSEs, servicing retained. To a much lesser extent, the Community Bank uses its mortgage banking platform to originate jumbo loans that are typically sold to other financial institutions. Such loans have not represented, nor are they expected to represent, a material portion of the held-for-sale loans originated by the Community Bank.

In addition, the Community Bank services mortgage loans for various third parties, primarily including GSEs.

Asset Quality

The following table presents information regarding the quality of the Company’s non-covered loans held for investment (excluding non-covered PCI loans) at March 31, 2017:

(in thousands)	Loans 30-89 Days Past Due(1)		Non-Accrual Loans (1)		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	8	$	11,555	$	—	$	11,563	$	27,025,346	$	27,036,909
Commercial real estate		1,202		3,327		—		4,529		7,528,851		7,533,380
One-to-four family		792		10,093		—		10,885		406,098		416,983
Acquisition, development, and construction		—		6,200		—		6,200		376,801		383,001
Commercial and industrial (2) (3)		14,379		27,652		—		42,031		1,869,604		1,911,635
Other		86		1,317		—		1,403		15,702		17,105
Total	$	16,467	$	60,144	$	—	$	76,611	$	37,222,402	$	37,299,013

(1) Excludes $4 thousand and $863 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2) Includes lease financing receivables, all of which were current.

(3) Includes $13.3 million and $24.4 million of taxi medallion loans or taxi medallion-related loans that were 30 to 89 days past due and 90 days or more past due, respectively.

The following table presents information regarding the quality of the Company’s non-covered loans held for investment at December 31, 2016:

(in thousands)	Loans 30-89 Days Past Due(1)		Non-Accrual Loans (1)		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	28	$	13,558	$	—	$	13,586	$	26,931,466	$	26,945,052
Commercial real estate		—		9,297		—		9,297		7,715,065		7,724,362
One-to-four family		2,844		9,679		—		12,523		368,558		381,081
Acquisition, development, and construction		—		6,200		—		6,200		374,994		381,194
Commercial and industrial (2) (3)		7,263		16,422		—		23,685		1,876,760		1,900,445
Other		248		1,313		—		1,561		16,744		18,305
Total	$	10,383	$	56,469	$	—	$	66,852	$	37,283,587	$	37,350,439

(1) Excludes $6 thousand and $869 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2) Includes lease financing receivables, all of which were current.

(3) Includes $6.8 million and $15.2 million of taxi medallion loans that were 30 to 89 days past due and 90 days or more past due, respectively.

The following table summarizes the Company’s portfolio of non-covered loans held for investment (excluding non-covered PCI loans) by credit quality indicator at March 31, 2017:

	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial(1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	26,865,172	$	7,516,823	$	406,669	$	334,112	$	35,122,776	$	1,785,111	$	15,788	$	1,800,899
Special mention		160,329		12,550		—		42,689		215,568		41,573		—		41,573
Substandard		11,408		4,007		10,314		6,200		31,929		84,951		1,317		86,268
Doubtful		—		—		—		—		—		—				—
Total	$	27,036,909	$	7,533,380	$	416,983	$	383,001	$	35,370,273	$	1,911,635	$	17,105	$	1,928,740

(1) Includes lease financing receivables, all of which were classified as “pass.”

The following table summarizes the Company’s portfolio of non-covered loans held for investment (excluding non-covered PCI loans) by credit quality indicator at December 31, 2016:

	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial(1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	26,754,622	$	7,701,773	$	371,179	$	341,784	$	35,169,358	$	1,771,975	$	16,992	$	1,788,967
Special mention		164,325		12,604		—		33,210		210,139		54,979		—		54,979
Substandard		26,105		9,985		9,902		6,200		52,192		73,491		1,313		74,804
Doubtful		—		—		—		—		—		—		—		—
Total	$	26,945,052	$	7,724,362	$	381,081	$	381,194	$	35,431,689	$	1,900,445	$	18,305	$	1,918,750

(1) Includes lease financing receivables, all of which were classified as “pass.”

The preceding classifications are the most current ones available and generally have been updated within the last twelve months. In addition, they follow regulatory guidelines and can generally be described as follows: pass loans are of satisfactory quality; special mention loans have potential weaknesses that deserve management’s close attention; substandard loans are inadequately protected by the current net worth and paying capacity of the borrower or of the collateral pledged (these loans have a well-defined weakness and there is a distinct possibility that the Company will sustain some loss); and doubtful loans, based on existing circumstances, have weaknesses that make collection or liquidation in full highly questionable and improbable. In addition, one-to-four family loans are classified based on the duration of the delinquency.

Troubled Debt Restructurings

The Company is required to account for certain held-for-investment loan modifications and restructurings as troubled debt restructurings (“TDRs”). In general, a modification or restructuring of a loan constitutes a TDR if the Company grants a concession to a borrower experiencing financial difficulty. A loan modified as a TDR generally is placed on non-accrual status until the Company determines that future collection of principal and interest is reasonably assured, which requires, among other things, that the borrower demonstrate performance according to the restructured terms for a period of at least six consecutive months.

In an effort to proactively manage delinquent loans, the Company has selectively extended to certain borrowers concessions such as rate reductions, extension of maturity dates, and forbearance agreements. As of March 31, 2017, loans on which concessions were made with respect to rate reductions and/or extension of maturity dates amounted to $21.0 million; loans on which forbearance agreements were reached amounted to $2.8 million.

The following table presents information regarding the Company’s TDRs as of March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
(in thousands)	Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total
Loan Category:
Multi-family	$	1,971	$	8,245	$	10,216	$	1,981	$	8,755	$	10,736
Commercial real estate		—		921		921		—		1,861		1,861
One-to-four family		221		2,508		2,729		222		1,749		1,971
Commercial and industrial		1,434		8,320		9,754		1,263		3,887		5,150
Other		—		202		202		—		202		202
Total	$	3,626	$	20,196	$	23,822	$	3,466	$	16,454	$	19,920

The eligibility of a borrower for work-out concessions of any nature depends upon the facts and circumstances of each loan, which may change from period to period, and involves judgment by Company personnel regarding the likelihood that the concession will result in the maximum recovery for the Company.

The financial effects of the Company’s TDRs for the three months ended March 31, 2017 and 2016 are summarized as follows:

	For the Three Months Ended March 31, 2017
(dollars in thousands)							Weighted Average Interest Rate
	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
One-to-four family		1	$	264	$	339		6.00	%		2.63	%	$	—	$	5
Commercial and industrial		17		7,998		4,745		3.30			3.46			3,280		—
Total		18	$	8,262	$	5,084							$	3,280	$	5

	For the Three Months Ended March 31, 2016
(dollars in thousands)							Weighted Average Interest Rate
	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
Multi-family		2	$	10,592	$	10,366		4.63	%		4.08	%	$	—	$	—
One-to-four family		2		476		533		3.52			3.29			—		4
Commercial and industrial		1		745		695		3.30			3.10			47		—
Total		5	$	11,813	$	11,594							$	47	$	4

At March 31, 2017, one non-covered one-to-four family loan, in the amount of $103,000, that had been modified as a TDR during the twelve months ended at that date was in payment default. At March 31, 2016, one non-covered home equity loan, in the amount of $142,000, that had been modified as a TDR during the twelve months ended at that date was in payment default. A loan is considered to be in payment default once it is 30 days contractually past due under the modified terms.

The Company does not consider a payment to be in default when the loan is in forbearance, or otherwise granted a delay of payment, when the agreement to forebear or allow a delay of payment is part of a modification.

Subsequent to the modification, the loan is not considered to be in default until payment is contractually past due in accordance with the modified terms. However, the Company does consider a loan with multiple modifications or forbearance periods to be in default, and would also consider a loan to be in default if the borrower were in bankruptcy or if the loan were partially charged off subsequent to modification.

Covered Loans

The following table presents the carrying value of covered loans acquired in the acquisitions of AmTrust Bank (“AmTrust”) and Desert Hills Bank (“Desert Hills”) as of March 31, 2017:

(dollars in thousands)	Amount		Percent of Covered Loans
Loan Category:
One-to-four family	$	1,531,872		95.8	%
Other loans		67,229		4.2
Total covered loans	$	1,599,101		100.0	%

The Company refers to certain loans acquired in the AmTrust and Desert Hills transactions as “covered loans” because the Company is being reimbursed for a substantial portion of losses on these loans under the terms of the FDIC loss sharing agreements. Covered loans are accounted for under ASC 310-30 and are initially measured at fair value, which includes estimated future credit losses expected to be incurred over the lives of the loans. Under ASC 310-30, purchasers are permitted to aggregate acquired loans into one or more pools, provided that the loans have common risk characteristics. A pool is then accounted for as a single asset with a single composite interest rate and an aggregate expectation of cash flows.

At March 31, 2017 and December 31, 2016, the unpaid principal balance of covered loans was $2.0 billion and $2.1 billion, respectively. The carrying value of such loans was $1.6 billion and $1.7 billion at the corresponding dates.

At the respective acquisition dates, the Company estimated the fair values of the AmTrust and Desert Hills loan portfolios, which represented the expected cash flows from the portfolios, discounted at market-based rates. In estimating such fair values, the Company: (a) calculated the contractual amount and timing of undiscounted principal and interest payments (the “undiscounted contractual cash flows”); and (b) estimated the expected amount and timing of undiscounted principal and interest payments (the “undiscounted expected cash flows”). The amount by which the undiscounted expected cash flows exceed the estimated fair value (the “accretable yield”) is accreted into interest income over the lives of the loans. The amount by which the undiscounted contractual cash flows exceed the undiscounted expected cash flows is referred to as the “non-accretable difference.” The non-accretable difference represents an estimate of the credit risk in the loan portfolios at the respective acquisition dates.

The accretable yield is affected by changes in interest rate indices for variable rate loans, changes in prepayment assumptions, and changes in expected principal and interest payments over the estimated lives of the loans. Changes in interest rate indices for variable rate loans increase or decrease the amount of interest income expected to be collected, depending on the direction of interest rates. Prepayments affect the estimated lives of covered loans and could change the amount of interest income and principal expected to be collected. Changes in expected principal and interest payments over the estimated lives of covered loans are driven by the credit outlook and by actions that may be taken with borrowers.

On a quarterly basis, the Company evaluates the estimates of the cash flows it expects to collect. Expected future cash flows from interest payments are based on variable rates at the time of the quarterly evaluation. Estimates of expected cash flows that are impacted by changes in interest rate indices for variable rate loans and prepayment assumptions are treated as prospective yield adjustments and included in interest income.

In the three months ended March 31, 2017, changes in the accretable yield for covered loans were as follows:

(in thousands)	Accretable Yield
Balance at beginning of period	$	647,470
Reclassification from non-accretable difference		15,858
Accretion		(31,615	)
Balance at end of period	$	631,713

In the preceding table, the line item “Reclassification from non-accretable difference” includes changes in cash flows that the Company expects to collect due to changes in prepayment assumptions, changes in interest rates on variable rate loans, and changes in loss assumptions. As of the Company’s most recent quarterly evaluation, prepayment assumptions decreased, which resulted in an increase in future expected interest cash flows and, consequently, an increase in the accretable yield. The effect of this increase was coupled with an improvement in the underlying credit assumptions and the resetting of rates on variable rate loans at a slightly higher level, which also resulted in an increase in future expected interest cash flows and, consequently, an increase in the accretable yield.

Reflecting the foreclosure of certain loans acquired in the AmTrust and Desert Hills acquisitions, the Company owns certain other real estate owned (“OREO”) that is covered under its loss sharing agreements with the FDIC (“covered OREO”). Covered OREO was initially recorded at its estimated fair value on the respective dates of acquisition, based on independent appraisals, less the estimated selling costs. Any subsequent write-downs due to declines in fair value have been charged to non-interest expense, and have been partially offset by loss reimbursements under the FDIC loss sharing agreements. Any recoveries of previous write-downs have been credited to non-interest expense and partially offset by the portion of the recovery that was due to the FDIC.

The FDIC loss share receivable represents the present value of the estimated losses to be reimbursed by the FDIC. The estimated losses were based on the same cash flow estimates used in determining the fair value of the covered loans. The FDIC loss share receivable is reduced as losses on covered loans are recognized and as loss sharing payments are received from the FDIC. Realized losses in excess of acquisition-date estimates result in an increase in the FDIC loss share receivable. Conversely, if realized losses are lower than the acquisition-date estimates, the FDIC loss share receivable is reduced by amortization to interest income.

At March 31, 2017 and December 31, 2016, respectively, the Company held residential mortgage loans of $71.4 million and $78.6 million that were in the process of foreclosure. The vast majority of such loans were covered loans.

The following table presents information regarding the Company’s covered loans that were 90 days or more past due at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Covered Loans 90 Days or More Past Due:
One-to-four family	$	120,841	$	124,820
Other loans		6,626		6,645
Total covered loans 90 days or more past due	$	127,467	$	131,465

The following table presents information regarding the Company’s covered loans that were 30 to 89 days past due at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Covered Loans 30-89 Days Past Due:
One-to-four family	$	22,287	$	21,112
Other loans		2,349		1,536
Total covered loans 30-89 days past due	$	24,636	$	22,648

At March 31, 2017, the Company had $24.6 million of covered loans that were 30 to 89 days past due, and covered loans of $127.5 million that were 90 days or more past due but considered to be performing due to the application of the yield accretion method under ASC 310-30. The remainder of the Company’s covered loan portfolio totaled $1.4 billion at March 31, 2017 and was considered current at that date.

Loans that may have been classified as non-performing loans by AmTrust or Desert Hills were no longer classified as non-performing by the Company because, at the respective dates of acquisition, the Company believed that it would fully collect the new carrying value of these loans. The new carrying value represents the contractual balance, reduced by the portion that is expected to be uncollectible (i.e., the non-accretable difference) and by an accretable yield (discount) that is recognized as interest income. It is important to note that management’s judgment is required in reclassifying loans subject to ASC 310-30 as performing loans, and such judgment is dependent on having a reasonable expectation about the timing and amount of the cash flows to be collected, even if the loan is contractually past due.

The primary credit quality indicator for covered loans is the expectation of underlying cash flows. In the three months ended March 31, 2017, the Company recorded recoveries of losses on covered loans of $5.8 million. The recoveries were largely due to an increase in expected cash flows in the acquired portfolios of one-to-four family and home equity loans, and were partly offset by FDIC indemnification expense of $4.6 million that was recorded in “Non-interest income.”

The Company recorded recoveries of losses on covered loans of $2.9 million during the three months ended March 31, 2016. The recoveries were largely due to an increase in expected cash flows in the acquired portfolios of one-to-four family and home equity loans, and were partly offset by FDIC indemnification expense of $2.3 million that was recorded in “Non-interest income.”

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Allowances for Loan Losses

3 Months Ended

Mar. 31, 2017

Allowances for Loan Losses

Note 6. Allowances for Loan Losses

The following tables provide additional information regarding the Company’s allowances for losses on non-covered loans and covered loans, based upon the method of evaluating loan impairment:

(in thousands)	Mortgage		Other		Total
Allowances for Loan Losses at March 31, 2017:
Loans individually evaluated for impairment	$	—	$	189	$	189
Loans collectively evaluated for impairment		120,489		32,014		152,503
Acquired loans with deteriorated credit quality		11,257		8,407		19,664
Total	$	131,746	$	40,610	$	172,356
(in thousands)	Mortgage		Other		Total
Allowances for Loan Losses at December 31, 2016:
Loans individually evaluated for impairment	$	—	$	577	$	577
Loans collectively evaluated for impairment		123,925		32,022		155,947
Acquired loans with deteriorated credit quality		11,984		13,483		25,467
Total	$	135,909	$	46,082	$	181,991

The following tables provide additional information regarding the methods used to evaluate the Company’s loan portfolio for impairment:

(in thousands)	Mortgage		Other		Total
Loans Receivable at March 31, 2017:
Loans individually evaluated for impairment	$	23,436	$	29,400	$	52,836
Loans collectively evaluated for impairment		35,346,837		1,899,340		37,246,177
Acquired loans with deteriorated credit quality		1,536,952		67,989		1,604,941
Total	$	36,907,225	$	1,996,729	$	38,903,954
(in thousands)	Mortgage		Other		Total
Loans Receivable at December 31, 2016:
Loans individually evaluated for impairment	$	29,660	$	18,592	$	48,252
Loans collectively evaluated for impairment		35,402,029		1,900,158		37,302,187
Acquired loans with deteriorated credit quality		1,614,755		89,140		1,703,895
Total	$	37,046,444	$	2,007,890	$	39,054,334

Allowance for Losses on Non-Covered Loans

The following table summarizes activity in the allowance for losses on non-covered loans for the three months ended March 31, 2017 and 2016:

	March 31,
	2017									2016
(in thousands)	Mortgage			Other			Total			Mortgage			Other			Total
Balance, beginning of period	$	125,416		$	32,874		$	158,290		$	124,478		$	22,646		$	147,124
Charge-offs		—			(5,830	)		(5,830	)		(46	)		(148	)		(194	)
Recoveries		115			88			203			879			248			1,127
(Recovery of) provision for non-covered loan losses		(3,679	)		5,466			1,787			874			1,847			2,721
Balance, end of period	$	121,852		$	32,598		$	154,450		$	126,185		$	24,593		$	150,778

See “Critical Accounting Policies” for additional information regarding the Company’s allowance for losses on non-covered loans.

The following table presents additional information about the Company’s impaired non-covered loans at March 31, 2017:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	10,223	$	12,724	$	—	$	10,482	$	143
Commercial real estate		3,176		8,946		—		6,147		23
One-to-four family		3,837		4,504		—		3,719		28
Acquisition, development, and construction		6,200		15,500		—		6,200		—
Other		28,143		36,906		—		17,441		176
Total impaired loans with no related allowance	$	51,579	$	78,580	$	—	$	43,989	$	370
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		1,257		1,257		189		6,555		10
Total impaired loans with an allowance recorded	$	1,257	$	1,257	$	189	$	6,555	$	10
Total impaired loans:
Multi-family	$	10,223	$	12,724	$	—	$	10,482	$	143
Commercial real estate		3,176		8,946		—		6,147		23
One-to-four family		3,837		4,504		—		3,719		28
Acquisition, development, and construction		6,200		15,500		—		6,200		—
Other		29,400		38,163		189		23,996		186
Total impaired loans	$	52,836	$	79,837	$	189	$	50,544	$	380

The following table presents additional information about the Company’s impaired non-covered loans at December 31, 2016:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	10,742	$	13,133	$	—	$	11,431	$	627
Commercial real estate		9,117		14,868		—		10,461		143
One-to-four family		3,601		4,267		—		3,079		124
Acquisition, development, and construction		6,200		15,500		—		1,550		414
Other		6,739		7,955		—		8,261		92
Total impaired loans with no related allowance	$	36,399	$	55,723	$	—	$	34,782	$	1,400
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		11,853		13,529		577		4,574		213
Total impaired loans with an allowance recorded	$	11,853	$	13,529	$	577	$	4,574	$	213
Total impaired loans:
Multi-family	$	10,742	$	13,133	$	—	$	11,431	$	627
Commercial real estate		9,117		14,868		—		10,461		143
One-to-four family		3,601		4,267		—		3,079		124
Acquisition, development, and construction		6,200		15,500		—		1,550		414
Other		18,592		21,484		577		12,835		305
Total impaired loans	$	48,252	$	69,252	$	577	$	39,356	$	1,613

Allowance for Losses on Covered Loans

Covered loans are reported exclusive of the FDIC loss share receivable. The covered loans acquired in the AmTrust and Desert Hills acquisitions are, and will continue to be, reviewed for collectability based on the expectations of cash flows from these loans. Covered loans have been aggregated into pools of loans with common characteristics. In determining the allowance for losses on covered loans, the Company periodically performs an analysis to estimate the expected cash flows for each of the pools of loans. The Company records a provision for (recovery of) losses on covered loans to the extent that the expected cash flows from a loan pool have decreased or increased since the acquisition date.

Accordingly, if there is a decrease in expected cash flows due to an increase in estimated credit losses (as compared to the estimates made at the respective acquisition dates), the decrease in the present value of expected cash flows is recorded as a provision for covered loan losses charged to earnings, and the allowance for covered loan losses is increased. A related credit to non-interest income and an increase in the FDIC loss share receivable are recognized at the same time, and measured based on the applicable loss sharing agreement percentage.

If there is an increase in expected cash flows due to a decrease in estimated credit losses (as compared to the estimates made at the respective acquisition dates), the increase in the present value of expected cash flows is recorded as a recovery of the prior-period impairment charged to earnings, and the allowance for covered loan losses is reduced. A related debit to non-interest income and a decrease in the FDIC loss share receivable are recognized at the same time, and measured based on the applicable loss sharing agreement percentage.

The following table summarizes activity in the allowance for losses on covered loans for the three months ended March 31, 2017 and 2016:

	March 31,
(in thousands)	2017			2016
Balance, beginning of period	$	23,701		$	31,395
Recovery of losses on covered loans		(5,795	)		(2,897	)
Balance, end of period	$	17,906		$	28,498

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Borrowed Funds

3 Months Ended

Mar. 31, 2017

Borrowed Funds

Note 7. Borrowed Funds

The following table summarizes the Company’s borrowed funds at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Wholesale Borrowings:
FHLB advances	$	11,354,500	$	11,664,500
Repurchase agreements		1,500,000		1,500,000
Fed funds purchased		—		150,000
Total wholesale borrowings	$	12,854,500	$	13,314,500
Junior subordinated debentures		358,952		358,879
Total borrowed funds	$	13,213,452	$	13,673,379

The following table summarizes the Company’s repurchase agreements accounted for as secured borrowings at March 31, 2017:

	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 Days		30–90 Days		Greater than 90 Days
GSE debentures and mortgage-related securities	$	—	$	—	$	1,250,000	$	250,000

At March 31, 2017 and December 31, 2016, the Company had no restricted cash to serve as collateral for certain repurchase agreements.

At March 31, 2017 and December 31, 2016, the Company had $359.0 million and $358.9 million, respectively, of outstanding junior subordinated deferrable interest debentures (“junior subordinated debentures”) held by statutory business trusts (the “Trusts”) that issued guaranteed capital securities.

The Trusts are accounted for as unconsolidated subsidiaries, in accordance with GAAP. The proceeds of each issuance were invested in a series of junior subordinated debentures of the Company and the underlying assets of each statutory business trust are the relevant debentures. The Company has fully and unconditionally guaranteed the obligations under each trust’s capital securities to the extent set forth in a guarantee by the Company to each trust. The Trusts’ capital securities are each subject to mandatory redemption, in whole or in part, upon repayment of the debentures at their stated maturity or earlier redemption.

The following junior subordinated debentures were outstanding at March 31, 2017:

Issuer	Interest Rate of Capital Securities and Debentures			Junior Subordinated Debentures Amount Outstanding		Capital Securities Amount Outstanding		Date of Original Issue		Stated Maturity		First Optional Redemption Date
				(dollars in thousands)
New York Community Capital Trust V (BONUSESSM Units)		6.000	%	$	145,026	$	138,675		Nov. 4, 2002		Nov. 1, 2051		Nov. 4, 2007	(1)
New York Community Capital Trust X		2.731			123,712		120,000		Dec. 14, 2006		Dec. 15, 2036		Dec. 15, 2011	(2)
PennFed Capital Trust III		4.381			30,928		30,000		June 2, 2003		June 15, 2033		June 15, 2008	(2)
New York Community Capital Trust XI		2.802			59,286		57,500		April 16, 2007		June 30, 2037		June 30, 2012	(2)
Total junior subordinated debentures				$	358,952	$	346,175

(1) Callable subject to certain conditions as described in the prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2002.

(2) Callable from this date forward.

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Mortgage Servicing Rights

3 Months Ended

Mar. 31, 2017

Mortgage Servicing Rights

Note 8. Mortgage Servicing Rights

The Company records a separate servicing asset representing the right to service third-party loans. Such MSRs are initially recorded at their fair value as a component of the sale proceeds. The fair values of MSRs are based on an analysis of discounted cash flows that incorporates estimates of (1) market servicing costs, (2) market-based estimates of ancillary servicing revenue, (3) market-based prepayment rates, and (4) market profit margins.

MSRs are subsequently measured at either fair value or amortized in proportion to, and over the period of, estimated net servicing income. The Company elects one of those methods on a class basis. A class is determined based on (1) the availability of market inputs used in determining the fair value of servicing assets, and/or (2) the Company’s method for managing the risks of servicing assets.

The Company had MSRs of $234.3 million and $234.0 million, respectively, at March 31, 2017 and December 31, 2016. Both period-end balances consisted of two classes of MSRs for which the economic risk is managed separately: residential MSRs (i.e., MSRs on one-to-four family loans sold, servicing retained) and participation MSRs (i.e., MSRs on loans sold through participations).

The total unpaid principal balance of loans serviced for others was $25.2 billion and $25.1 billion at March 31, 2017 and December 31, 2016, respectively.

Residential MSRs are carried at fair value, with changes in fair value recorded as a component of non-interest income in each period. The Company uses various derivative instruments to mitigate the income statement-effect of changes in fair value due to changes in valuation inputs and assumptions regarding its residential MSRs. The effects of changes in the fair value of the derivatives are recorded as “Mortgage banking income,” which is included in “Non-interest income” in the Consolidated Statements of Operations and Comprehensive Income. MSRs do not trade in an active open market with readily observable prices. Accordingly, the Company utilizes a third-party valuation specialist to determine the fair value of its MSRs. This specialist determines fair value based on the present value of estimated future net servicing income cash flows, and incorporates assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The specialist and the Company evaluate, and periodically adjust, as necessary, these underlying inputs and assumptions to reflect market conditions and changes in the assumptions that a market participant would consider in valuing MSRs.

The value of residential MSRs at any given time is significantly affected by the mortgage interest rates that are then available in the marketplace. These, in turn, influence mortgage loan prepayment speeds. The rate of prepayment of serviced residential loans is the most significant estimate involved in the measurement process. Actual prepayment rates may differ from those projected by management due to changes in a variety of economic factors, including prevailing interest rates and the availability of alternative financing sources to borrowers.

During periods of declining interest rates, the value of residential MSRs generally declines as an increase in mortgage refinancing activity results in an increase in prepayments and a decrease in the carrying value of residential MSRs through a charge to earnings in the current period. Conversely, during periods of rising interest rates, the value of residential MSRs generally increases as mortgage refinancing activity declines and the actual prepayments of loans being serviced occur more slowly than had been expected. This results in the carrying value of residential MSRs and servicing income being higher than previously anticipated. Accordingly, the value of residential MSRs that is actually realized could differ from the value initially recorded.

The collective amount of contractually specified servicing fees, late fees, and ancillary fees, which is recorded as “Mortgage banking income” in the Consolidated Statements of Operations and Comprehensive Income, were $311,000 and $310,000 for the three months ended March 31, 2017 and 2016, respectively.

Participation MSRs are initially carried at fair value and are subsequently amortized and carried at the lower of their fair value or amortized amount. The amortization is recorded in proportion to, and over the period of, estimated net servicing income, with impairment of those servicing assets evaluated through an assessment of their fair value via a discounted cash-flow method. The net carrying value is compared to the discounted estimated future net cash flows to determine whether adjustments should be made to carrying values or amortization schedules. Impairment of participation MSRs is recognized through a valuation allowance and a charge to current-period earnings if it is considered to be temporary, or through a direct write-down of the asset and a charge to current-period earnings if it is considered to be other than temporary. The predominant risk characteristics of the underlying loans that are used to stratify the participation MSRs for measurement purposes generally include the (1) loan origination date, (2) loan rate, (3) loan type and size, (4) loan maturity date, and (5) geographic location. Changes in the carrying value of participation MSRs due to amortization or declines in fair value (i.e., impairment), if any, are reported in “Other income” in the period during which such changes occur. In the three months ended March 31, 2017 and 2016, there was no impairment related to the Company’s participation MSRs.

The following tables set forth the changes in the balances of residential MSRs and participation MSRs for the periods indicated:

	For the Three Months Ended
	March 31, 2017						March 31, 2016
(in thousands)	Residential			Participation			Residential			Participation
Carrying value, beginning of year	$	228,099		$	5,862		$	243,389		$	4,345
Additions		7,574			406			7,948			1,250
Increase (decrease) in fair value:
Due to changes in interest rates		2,013			—			(24,286	)		—
Due to model assumption changes (1)		—			—			(8,838	)		—
Due to loan payoffs		(6,963	)		—			(8,750	)		—
Due to passage of time and other changes		(1,923	)		—			(1,376	)		—
Amortization		—			(762	)		—			(414	)
Carrying value, end of period	$	228,800		$	5,506		$	208,087		$	5,181

(1) Represents changes in fair value driven by changes to the inputs to the valuation model related to assumed prepayment speeds.

The following table presents the key assumptions used in calculating the fair value of the Company’s residential MSRs at the dates indicated:

	March 31, 2017			December 31, 2016
Expected weighted average life		82 months			82 months
Constant prepayment speed		8.90	%		8.70	%
Discount rate		10.05			10.05
Primary mortgage rate to refinance		4.13			4.11
Cost to service (per loan per year):
Current		$64			$64
30-59 days or less delinquent		214			214
60-89 days delinquent		364			364
90-119 days delinquent		464			464
120 days or more delinquent		864			864

The linked-quarter increase in the constant prepayment speed was primarily attributable to an increase in the housing price index used by the Company’s third-party valuation specialist, suggesting that homebuyer demand has increased and newly created equity could lead to more refinancing.

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Pension and Other Post-Retirement Benefits

3 Months Ended

Mar. 31, 2017

Pension and Other Post-Retirement Benefits

Note 9. Pension and Other Post-Retirement Benefits

The following table sets forth certain disclosures for the Company’s pension and post-retirement plans for the periods indicated:

	For the Three Months Ended March 31,
	2017						2016
(in thousands)	Pension Benefits			Post- Retirement Benefits			Pension Benefits			Post-Retirement Benefits
Components of net periodic (credit) expense:
Interest cost	$	1,404		$	144		$	1,470		$	160
Service cost		—			—			—			1
Expected return on plan assets		(4,073	)		—			(3,906	)		—
Amortization of prior-service costs		—			(62	)		—			(62	)
Amortization of net actuarial loss		2,053			68			2,262			81
Net periodic (credit) expense	$	(616	)	$	150		$	(174	)	$	180

The Company expects to contribute $1.3 million to its post-retirement plan to pay premiums and claims for the fiscal year ending December 31, 2017. The Company does not expect to make any contributions to its pension plan in 2017.

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Stock-Based Compensation

3 Months Ended

Mar. 31, 2017

Stock-Based Compensation

Note 10. Stock-Based Compensation

At March 31, 2017, the Company had a total of 6,982,031 shares available for grants as options, restricted stock, or other forms of related rights under the New York Community Bancorp, Inc. 2012 Stock Incentive Plan (the “2012 Stock Incentive Plan”), which was approved by the Company’s shareholders at its Annual Meeting on June 7, 2012. The Company granted 2,685,749 shares of restricted stock during the three months ended March 31, 2017. The shares had an average fair value of $15.35 per share on the date of grant and a vesting period of five years. Compensation and benefits expense related to the restricted stock grants is recognized on a straight-line basis over the vesting period, and totaled $8.7 million and $8.2 million, respectively, for the three months ended March 31, 2017 and 2016.

The following table provides a summary of activity with regard to restricted stock awards in the three months ended March 31, 2017:

	For the Three Months Ended March 31, 2017
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,930,306		$	15.37
Granted		2,685,749			15.35
Vested		(2,051,414	)		14.98
Canceled		(21,020	)		15.58
Unvested at end of period		7,543,621			15.47

As of March 31, 2017, unrecognized compensation cost relating to unvested restricted stock totaled $109.5 million. This amount will be recognized over a remaining weighted average period of 3.6 years.

The Company had no stock option plans at March 31, 2017 or December 31, 2016.

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Fair Value Measurements

3 Months Ended

Mar. 31, 2017

Fair Value Measurements

Note 11. Fair Value Measurements

GAAP sets forth a definition of fair value, establishes a consistent framework for measuring fair value, and requires disclosure for each major asset and liability category measured at fair value on either a recurring or non-recurring basis. GAAP also clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

• Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

• Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, and inputs that are observable for the asset or liability, either directly or indirectly, for substantially the full term of the financial instrument.

• Level 3 – Inputs to the valuation methodology are significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants use in pricing an asset or liability.

A financial instrument’s categorization within this valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.

The following tables present assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, and that were included in the Company’s Consolidated Statements of Condition at those dates:

	Fair Value Measurements at March 31, 2017
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments(1)			Total Fair Value
Assets:
Mortgage-Related Securities Available for Sale:
GSE certificates	$	—		$	7,303		$	—	$	—		$	7,303
Total mortgage-related securities	$	—		$	7,303		$	—	$	—		$	7,303
Other Securities Available for Sale:
Municipal bonds	$	—		$	631		$	—	$	—		$	631
Capital trust notes		—			7,417			—		—			7,417
Preferred stock		17,836			—			—		—			17,836
Mutual funds and common stock		—			17,037			—		—			17,037
Total other securities	$	17,836		$	25,085		$	—	$	—		$	42,921
Total securities available for sale	$	17,836		$	32,388		$	—	$	—		$	50,224
Other Assets:
Loans held for sale	$	—		$	215,981		$	—	$	—		$	215,981
Mortgage servicing rights		—			—			228,800		—			228,800
Interest rate lock commitments		—			—			2,449		—			2,449
Derivative assets-other (2)		2,943			2,110			—		(2,892	)		2,161
Liabilities:
Derivative liabilities	$	(6,433	)	$	(2,488	)	$	—	$	2,531		$	(6,390	)

(1) Includes cash collateral received from, and paid to, counterparties.

(2) Includes $2.1 million to purchase Treasury options.

	Fair Value Measurements at December 31, 2016
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments(1)			Total Fair Value
Assets:
Mortgage-Related Securities Available for Sale:
GSE certificates	$	—		$	7,326		$	—	$	—		$	7,326
Total mortgage-related securities	$	—		$	7,326		$	—	$	—		$	7,326
Other Securities Available for Sale:
Municipal bonds	$	—		$	631		$	—	$	—		$	631
Capital trust notes		—			7,243			—		—			7,243
Preferred stock		42,724			29,260			—		—			71,984
Mutual funds and common stock		—			17,097			—		—			17,097
Total other securities	$	42,724		$	54,231		$	—	$	—		$	96,955
Total securities available for sale	$	42,724		$	61,557		$	—	$	—		$	104,281
Other Assets:
Loans held for sale	$	—		$	409,152		$	—	$	—		$	409,152
Mortgage servicing rights		—			—			228,099		—			228,099
Interest rate lock commitments		—			—			982		—			982
Derivative assets-other (2)		2,611			16,829			—		(17,861	)		1,579
Liabilities:
Derivative liabilities	$	(6,009	)	$	(17,719	)	$	—	$	16,588		$	(7,140	)

(1) Includes cash collateral received from, and paid to, counterparties.

(2) Includes $1.9 million to purchase Treasury options.

The Company reviews and updates the fair value hierarchy classifications for its assets on a quarterly basis. Changes from one quarter to the next that are related to the observability of inputs for a fair value measurement may result in a reclassification from one hierarchy level to another.

A description of the methods and significant assumptions utilized in estimating the fair values of available-for-sale securities follows:

Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly liquid government securities, exchange-traded securities, and derivatives.

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, models incorporate transaction details such as maturity and cash flow assumptions. Securities valued in this manner would generally be classified within Level 2 of the valuation hierarchy, and primarily include such instruments as mortgage-related and corporate debt securities.

Periodically, the Company uses fair values supplied by independent pricing services to corroborate the fair values derived from the pricing models. In addition, the Company reviews the fair values supplied by independent pricing services, as well as their underlying pricing methodologies, for reasonableness. The Company challenges pricing service valuations that appear to be unusual or unexpected.

The Company carries loans held for sale originated by its mortgage banking operation at fair value. The fair value of loans held for sale is primarily based on quoted market prices for securities backed by similar types of loans. Changes in the fair value of these assets are largely driven by changes in interest rates subsequent to loan funding, and changes in the fair value of servicing associated with the mortgage loans held for sale. Loans held for sale are classified within Level 2 of the valuation hierarchy.

MSRs do not trade in an active open market with readily observable prices. The Company bases the fair value of its MSRs on the present value of estimated future net servicing income cash flows, utilizing a third-party valuation specialist. The specialist estimates future net servicing income cash flows with assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The Company periodically adjusts the underlying inputs and assumptions to reflect market conditions and assumptions that a market participant would consider in valuing the MSR asset. MSR fair value measurements use significant unobservable inputs and, accordingly, are classified within Level 3.

Exchange-traded derivatives that are valued using quoted prices are classified within Level 1 of the valuation hierarchy. The majority of the Company’s derivative positions are valued using internally developed models that use readily observable market parameters as their basis. These are parameters that are actively quoted and can be validated by external sources, including industry pricing services. Where the types of derivative products have been in existence for some time, the Company uses models that are widely accepted in the financial services industry. These models reflect the contractual terms of the derivatives, including the period to maturity, and market-based parameters such as interest rates, volatility, and the credit quality of the counterparty. Furthermore, many of these models do not contain a high level of subjectivity, as the methodologies used in the models do not require significant judgment, and inputs to the models are readily observable from actively quoted markets, as is the case for “plain vanilla” interest rate swaps and option contracts. Such instruments are generally classified within Level 2 of the valuation hierarchy. Derivatives that are valued based on models with significant unobservable market parameters, and that are normally traded less actively, have trade activity that is one-way, and/or are traded in less-developed markets, are classified within Level 3 of the valuation hierarchy.

The fair values of interest rate lock commitments (“IRLCs”) for residential mortgage loans that the Company intends to sell are based on internally developed models. The key model inputs primarily include the sum of the value of the forward commitment based on the loans’ expected settlement dates and the projected values of the MSRs, loan level price adjustment factors, and historical IRLC closing ratios. The closing ratio is computed by the Company’s mortgage banking operation and is periodically reviewed by management for reasonableness. Such derivatives are classified as Level 3.

While the Company believes its valuation methods are appropriate, and consistent with those of other market participants, the use of different methodologies or assumptions to determine the fair values of certain financial instruments could result in different estimates of fair values at a reporting date.

Fair Value Option

Loans Held for Sale

The Company has elected the fair value option for its loans held for sale. The Company’s loans held for sale consist of one-to-four family mortgage loans, none of which was 90 days or more past due at March 31, 2017. Management believes that the mortgage banking business operates on a short-term cycle. Therefore, in order to reflect the most relevant valuations for the key components of this business, and to reduce timing differences in amounts recognized in earnings, the Company has elected to record loans held for sale at fair value to match the recognition of IRLCs, MSRs, and derivatives, all of which are recorded at fair value in earnings. Fair value is based on independent quoted market prices of mortgage-backed securities comprised of loans with similar features to those of the Company’s loans held for sale, where available, and adjusted as necessary for such items as servicing value, guaranty fee premiums, and credit spread adjustments.

The following table reflects the difference between the fair value carrying amount of loans held for sale, for which the Company has elected the fair value option, and the unpaid principal balance:

	March 31, 2017						December 31, 2016
(in thousands)	Fair Value Carrying Amount		Aggregate Unpaid Principal		Fair Value Carrying Amount Less Aggregate Unpaid Principal		Fair Value Carrying Amount		Aggregate Unpaid Principal		Fair Value Carrying Amount Less Aggregate Unpaid Principal
Loans held for sale	$	215,981	$	210,628	$	5,353	$	409,152	$	408,928	$	224

Gains and Losses Included in Income for Assets Where the Fair Value Option Has Been Elected

The assets accounted for under the fair value option are initially measured at fair value. Gains and losses from the initial measurement and subsequent changes in fair value are recognized in earnings. The following table presents the changes in fair value related to initial measurement, and the subsequent changes in fair value included in earnings, for loans held for sale and MSRs for the periods indicated:

	(Loss) Gain Included in Mortgage Banking Income from Changes in Fair Value(1)
	For the Three Months Ended March 31,
(in thousands)	2017			2016(2)
Loans held for sale	$	(63	)	$	2,869
Mortgage servicing rights		(2,726	)		(37,093	)
Total loss	$	(2,789	)	$	(34,224	)

(1) Does not include the effect of hedging activities, which is included in “Other non-interest income.”

(2) The presentation of the amounts for the three months ended March 31, 2016 has been modified to conform to the presentation for the three months ended March 31, 2017.

The Company has determined that there is no instrument-specific credit risk related to its loans held for sale, due to the short duration of such assets.

Changes in Level 3 Fair Value Measurements

The following tables present, for the three months ended March 31, 2017 and 2016, a roll-forward of the balance sheet amounts (including changes in fair value) for financial instruments classified in Level 3 of the valuation hierarchy:

(in thousands)	Fair Value January 1, 2017		Total Realized/Unrealized Gains/(Losses) Recorded in					Issuances		Settlements			Transfers to/(from) Level 3		Fair Value at March 31, 2017		Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2017
			Income/ (Loss)			Comprehensive (Loss) Income
Mortgage servicing rights	$	228,099	$	(2,726	)	$	—	$	7,574	$	(4,147	)	$	—	$	228,800	$	(2,726	)
Interest rate lock commitments		982		1,467			—		—		—			—		2,449		2,430
(in thousands)	Fair Value January 1, 2016		Total Realized/Unrealized Gains/(Losses) Recorded in					Issuances		Settlements			Transfers to/(from) Level 3		Fair Value at March 31, 2016		Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2016
			Income/ (Loss)			Comprehensive (Loss) Income
Mortgage servicing rights	$	243,389	$	(37,093	)	$	—	$	7,948	$	(6,157	)	$	—	$	208,087	$	(37,093	)
Interest rate lock commitments		2,526		4,163			—		—		—			—		6,689		6,586

The Company’s policy is to recognize transfers in and out of Levels 1, 2, and 3 as of the end of the reporting period. There were no transfers in or out of Levels 1, 2, or 3 during the three months ended March 31, 2017 or 2016.

For Level 3 assets and liabilities measured at fair value on a recurring basis as of March 31, 2017, the significant unobservable inputs used in the fair value measurements were as follows:

(dollars in thousands)	Fair Value at Mar. 31, 2017	Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Mortgage servicing rights	$228,800	Discounted Cash Flow	Weighted Average Constant Prepayment Rate (1)	8.90%
			Weighted Average Discount Rate	10.05
Interest rate lock commitments	2,449	Discounted Cash Flow	Weighted Average Closing Ratio	75.91

(1) Represents annualized loan repayment rate assumptions.

The significant unobservable inputs used in the fair value measurement of the Company’s MSRs are the weighted average constant prepayment rate and the weighted average discount rate. Significant increases or decreases in either of those inputs in isolation could result in significantly lower or higher fair value measurements. Although the constant prepayment rate and the discount rate are not directly interrelated, they generally move in opposite directions.

The significant unobservable input used in the fair value measurement of the Company’s IRLCs is the closing ratio, which represents the percentage of loans currently in an interest rate lock position that management estimates will ultimately close. Generally, the fair value of an IRLC is positive if the prevailing interest rate is lower than the IRLC rate, and the fair value of an IRLC is negative if the prevailing interest rate is higher than the IRLC rate. Therefore, an increase in the closing ratio (i.e., a higher percentage of loans estimated to close) will result in the fair value of the IRLC increasing if in a gain position, or decreasing if in a loss position. The closing ratio is largely dependent on the stage of processing that a loan is currently in, and the change in prevailing interest rates from the time of the interest rate lock.

Assets Measured at Fair Value on a Non-Recurring Basis

Certain assets are measured at fair value on a non-recurring basis. Such instruments are subject to fair value adjustments under certain circumstances (e.g., when there is evidence of impairment). The following tables present assets and liabilities that were measured at fair value on a non-recurring basis as of March 31, 2017 and December 31, 2016, and that were included in the Company’s consolidated statements of condition at those dates:

	Fair Value Measurements at March 31, 2017 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	12,418	$	12,418
Other assets (2)		—		—		1,177		1,177
Total	$	—	$	—	$	13,595	$	13,595

(1) Represents the fair value of impaired loans, based on the value of the collateral.

(2) Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

	Fair Value Measurements at December 31, 2016 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	15,635	$	15,635
Other assets (2)		—		—		5,684		5,684
Total	$	—	$	—	$	21,319	$	21,319

(1) Represents the fair value of impaired loans, based on the value of the collateral.

(2) Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

The fair values of collateral-dependent impaired loans are determined using various valuation techniques, including consideration of appraised values and other pertinent real estate market data.

Other Fair Value Disclosures

GAAP requires the disclosure of fair value information about the Company’s on- and off-balance sheet financial instruments. When available, quoted market prices are used as the measure of fair value. In cases where quoted market prices are not available, fair values are based on present-value estimates or other valuation techniques. Such fair values are significantly affected by the assumptions used, the timing of future cash flows, and the discount rate.

Because assumptions are inherently subjective in nature, estimated fair values cannot be substantiated by comparison to independent market quotes. Furthermore, in many cases, the estimated fair values provided would not necessarily be realized in an immediate sale or settlement of such instruments.

The following tables summarize the carrying values, estimated fair values, and fair value measurement levels of financial instruments that were not carried at fair value on the Company’s Consolidated Statements of Condition at March 31, 2017 and December 31, 2016:

	March 31, 2017
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	984,296	$	984,296	$	984,296		$	—		$	—
Securities held to maturity		3,642,104		3,750,049		200,055			3,549,994			—
FHLB stock (1)		577,943		577,943		—			577,943			—
Loans, net		38,973,215		39,177,036		—			—			39,177,036
Financial Liabilities:
Deposits	$	28,726,546	$	28,718,398	$	21,164,339	(2)	$	7,554,059	(3)	$	—
Borrowed funds		13,213,452		13,163,397		—			13,163,397			—

(1) Carrying value and estimated fair value are at cost.

(2) NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

(3) Certificates of deposit.

	December 31, 2016
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	557,850	$	557,850	$	557,850		$	—		$	—
Securities held to maturity		3,712,776		3,813,959		200,220			3,613,739			—
FHLB stock (1)		590,934		590,934		—			590,934			—
Loans, net		39,308,016		39,416,469		—			—			39,416,469
Financial Liabilities:
Deposits	$	28,887,903	$	28,888,064	$	21,310,733	(2)	$	7,577,331	(3)	$	—
Borrowed funds		13,673,379		13,633,943		—			13,633,943			—

(1) Carrying value and estimated fair value are at cost.

(2) NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

(3) Certificates of deposit.

The methods and significant assumptions used to estimate fair values for the Company’s financial instruments follow:

Cash and Cash Equivalents

Cash and cash equivalents include cash and due from banks and federal funds sold. The estimated fair values of cash and cash equivalents are assumed to equal their carrying values, as these financial instruments are either due on demand or have short-term maturities.

Securities

If quoted market prices are not available for a specific security, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flows. These pricing models primarily use market-based or independently sourced market parameters as inputs, including, but not limited to, yield curves, interest rates, equity or debt prices, and credit spreads. In addition to observable market information, pricing models also incorporate transaction details such as maturities and cash flow assumptions.

Federal Home Loan Bank Stock

Ownership in equity securities of the FHLB is restricted and there is no established market for their resale. The carrying amount approximates the fair value.

Loans

The loan portfolio is segregated into various components for valuation purposes in order to group loans based on their significant financial characteristics, such as loan type (mortgage or other) and payment status (performing or non-performing). The estimated fair values of mortgage and other loans are computed by discounting the anticipated cash flows from the respective portfolios. The discount rates reflect current market rates for loans with similar terms to borrowers of similar credit quality. The estimated fair values of non-performing mortgage and other loans are based on recent collateral appraisals.

The methods used to estimate the fair values of loans are extremely sensitive to the assumptions and estimates used. While management has attempted to use assumptions and estimates that best reflect the Company’s loan portfolio and current market conditions, a greater degree of subjectivity is inherent in these values than in those determined in active markets. Accordingly, readers are cautioned in using this information for purposes of evaluating the financial condition and/or value of the Company in and of itself, or in comparison with that of any other company.

Mortgage Servicing Rights

MSRs do not trade in an active market with readily observable prices. Accordingly, the Company bases the fair value of its MSRs on a valuation performed by a third-party valuation specialist. This specialist determines fair value based on the present value of estimated future net servicing income cash flows, and incorporates assumptions that market participants would use to estimate fair value, including estimates of prepayment speeds, discount rates, default rates, refinance rates, servicing costs, escrow account earnings, contractual servicing fee income, and ancillary income. The specialist and the Company evaluate, and periodically adjust, as necessary, these underlying inputs and assumptions to reflect market conditions and changes in the assumptions that a market participant would consider in valuing MSRs.

Derivative Financial Instruments

For exchange-traded futures and exchange-traded options, fair value is based on observable quoted market prices in an active market. For forward commitments to buy and sell loans and mortgage-backed securities, fair value is based on observable market prices for similar loans and securities in an active market. The fair value of IRLCs for one-to-four family mortgage loans that the Company intends to sell is based on internally developed models. The key model inputs primarily include the sum of the value of the forward commitment based on the loans’ expected settlement dates, the value of MSRs arrived at by an independent MSR broker, government agency price adjustment factors, and historical IRLC fall-out factors.

Deposits

The fair values of deposit liabilities with no stated maturity (i.e., NOW and money market accounts, savings accounts, and non-interest-bearing accounts) are equal to the carrying amounts payable on demand. The fair values of CDs represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. These estimated fair values do not include the intangible value of core deposit relationships, which comprise a significant portion of the Company’s deposit base.

Borrowed Funds

The estimated fair value of borrowed funds is based either on bid quotations received from securities dealers or the discounted value of contractual cash flows with interest rates currently in effect for borrowed funds with similar maturities and structures.

Off-Balance Sheet Financial Instruments

The fair values of commitments to extend credit and unadvanced lines of credit are estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the commitments and the creditworthiness of the potential borrowers. The estimated fair values of such off-balance sheet financial instruments were insignificant at March 31, 2017 and 2016.

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Derivative Financial Instruments

3 Months Ended

Mar. 31, 2017

Derivative Financial Instruments

Note 12. Derivative Financial Instruments

The Company’s derivative financial instruments consist of financial forward and futures contracts, interest rate swaps, IRLCs, and options. These derivatives relate to mortgage banking operations, residential MSRs, and other risk management activities, and seek to mitigate or reduce the Company’s exposure to losses from adverse changes in interest rates. These activities will vary in scope based on the level and volatility of interest rates, other changing market conditions, and the types of assets held.

In accordance with the applicable accounting guidance, the Company takes into account the impact of collateral and master netting agreements that allow it to settle all derivative contracts held with a single counterparty on a net basis, and to offset the net derivative position with the related collateral when recognizing derivative assets and liabilities. As a result, the Company’s Statements of Financial Condition could reflect derivative contracts with negative fair values that are included in derivative assets, and contracts with positive fair values that are included in derivative liabilities.

The Company held derivatives with a notional amount of $1.8 billion at March 31, 2017. Changes in the fair value of these derivatives are reflected in current-period earnings. None of these derivatives are designated as hedges for accounting purposes.

The Company uses various financial instruments, including derivatives, in connection with its strategies to reduce pricing risk resulting from changes in interest rates. Derivative instruments may include IRLCs entered into with borrowers or correspondents/brokers to acquire agency-conforming fixed and adjustable rate residential mortgage loans that will be held for sale, as well as Treasury options and Eurodollar futures.

The Company enters into forward contracts to sell fixed rate mortgage-backed securities to protect against changes in the prices of agency-conforming fixed rate loans held for sale. Forward contracts are entered into with securities dealers in an amount related to the portion of IRLCs that is expected to close. The value of these forward sales contracts moves inversely with the value of the loans in response to changes in interest rates.

To manage the price risk associated with fixed-rate non-conforming mortgage loans, the Company generally enters into forward contracts on mortgage-backed securities or forward commitments to sell loans to approved investors. Short positions in Eurodollar futures contracts are used to manage price risk on adjustable rate mortgage loans held for sale.

The Company uses interest rate swaps to hedge the fair value of its residential MSRs. The Company also purchases put and call options to manage the risk associated with variations in the amount of IRLCs that ultimately close.

The following table sets forth information regarding the Company’s derivative financial instruments at March 31, 2017:

	March 31, 2017
(in thousands)	Notional Amount		Unrealized (1)
			Gain		Loss
Treasury options	$	370,000	$	86	$	205
Eurodollar futures		50,000		23		9
Interest rate swaps		350,000		710		6,219
Forward commitments to sell loans/mortgage-backed securities		410,000		32		2,488
Forward commitments to buy loans/mortgage-backed securities		315,000		2,078		—
Interest rate lock commitments		289,118		2,449		—
Total derivatives	$	1,784,118	$	5,378	$	8,921

(1) Derivatives in a net gain position are recorded as “Other assets” and derivatives in a net loss position are recorded as “Other liabilities” in the Consolidated Statements of Condition.

In addition, the Company mitigates a portion of the risk associated with changes in the value of its residential MSRs. The general strategy for mitigating this risk is to purchase derivative instruments, the value of which changes in the opposite direction of interest rates. This action partially offsets changes in the value of its servicing assets, which tends to move in the same direction as interest rates. Accordingly, the Company purchases Eurodollar futures and call options on Treasury securities, and enters into forward contracts to purchase mortgage-backed securities.

The following table sets forth the effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

	(Loss) Gain Included in Mortgage Banking Income
	for the Three Months Ended March 31,
(in thousands)	2017			2016
Treasury options	$	(2,170	)	$	7,231
Treasury and Eurodollar futures		(8	)		66
Interest rate swaps		(197	)		1,496
Forward commitments to buy/sell loans/mortgage-backed securities		(4,223	)		869
Total (loss) gain	$	(6,598	)	$	9,662

The Company has in place an enforceable master netting arrangement with every counterparty. All master netting arrangements include rights to offset associated with the Company’s recognized derivative assets, derivative liabilities, and the cash collateral received and pledged. Accordingly, the Company, where appropriate, offsets all derivative asset and liability positions with the cash collateral received and pledged.

The following tables present the effect of the master netting arrangements on the presentation of the derivative assets in the Consolidated Statements of Condition as of the dates indicated:

	March 31, 2017
(in thousands)	Gross Amount of Recognized Assets (1)		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Received
Derivatives	$	7,502	$	2,892	$	4,610	$	—	$	—	$	4,610

(1) Includes $2.1 million to purchase Treasury options.

	December 31, 2016
(in thousands)	Gross Amount of Recognized Assets (1)		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Received
Derivatives	$	20,422	$	17,861	$	2,561	$	—	$	—	$	2,561

(1) Includes $1.9 million to purchase Treasury options.

The following tables present the effect the master netting arrangements had on the presentation of the derivative liabilities in the Consolidated Statements of Condition as of the dates indicated:

	March 31, 2017
(in thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Pledged
Derivatives	$	8,921	$	2,531	$	6,390	$	—	$	—	$	6,390
	December 31, 2016
(in thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Pledged
Derivatives	$	23,728	$	16,588	$	7,140	$	—	$	—	$	7,140

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Segment Reporting

3 Months Ended

Mar. 31, 2017

Segment Reporting

Note 13. Segment Reporting

The Company’s operations are divided into two reportable business segments: Banking Operations and Residential Mortgage Banking. These operating segments have been identified based on the Company’s organizational structure. The segments require unique technology and marketing strategies, and offer different products and services. While the Company is managed as an integrated organization, individual executive managers are held accountable for the operations of these business segments.

The Company measures and presents information for internal reporting purposes in a variety of ways. The internal reporting system presently used by management in the planning and measurement of operating activities, and to which most managers are held accountable, is based on organizational structure.

The management accounting process uses various estimates and allocation methodologies to measure the performance of the operating segments. To determine financial performance for each segment, the Company allocates capital, funding charges and credits, certain non-interest expenses, and income tax provisions to each segment, as applicable. Allocation methodologies are subject to periodic adjustment as the internal management accounting system is revised and/or as business or product lines within the segments change. In addition, because the development and application of these methodologies is a dynamic process, the financial results presented may be periodically revised.

The Company seeks to maximize shareholder value by, among other means, optimizing the return on stockholders’ equity and managing risk. Capital is assigned to each segment, the combination of which is equivalent to the Company’s consolidated total, on an economic basis, using management’s assessment of the inherent risks associated with the respective segments.

The Company allocates expenses to the reportable segments based on various factors, including the volume and number of loans produced and the number of full-time equivalent employees. Income taxes are allocated to the various segments based on taxable income and statutory rates applicable to the segment.

Banking Operations Segment

The Banking Operations segment serves consumers and businesses by offering and servicing a variety of loan and deposit products and other financial services.

Residential Mortgage Banking Segment

The Residential Mortgage Banking segment originates, aggregates, sells, and services one-to-four family mortgage loans. Mortgage loan products consist primarily of agency-conforming, fixed and adjustable rate loans and, to a lesser extent, jumbo loans, for the purpose of purchasing or refinancing one-to-four family homes. The Residential Mortgage Banking segment earns interest on loans held in the warehouse and non-interest income from the origination and servicing of loans. It also recognizes gains or losses on the sale of such loans.

The following tables provide a summary of the Company’s segment results for the three months ended March 31, 2017 and 2016 on an internally managed accounting basis:

	For the Three Months Ended March 31, 2017
(in thousands)	Banking Operations			Residential Mortgage Banking		Total Company
Net interest income	$	292,277		$	2,640	$	294,917
Recovery of loan losses		(4,008	)		—		(4,008	)
Non-Interest Income:
Third party(1)		21,869			10,303		32,172
Inter-segment		(3,759	)		3,759		—
Total non-interest income		18,110			14,062		32,172
Non-interest expense(2)		150,936			16,007		166,943
Income before income tax expense		163,459			695		164,154
Income tax expense		59,920			277		60,197
Net income	$	103,539		$	418	$	103,957
Identifiable segment assets (period-end)	$	48,285,443		$	539,121	$	48,824,564

(1) Includes ancillary fee income.

(2) Includes both direct and indirect expenses.

	For the Three Months Ended March 31, 2016
(in thousands)	Banking Operations			Residential Mortgage Banking			Total Company
Net interest income	$	324,917		$	2,949		$	327,866
Recoveries of loan losses		(176	)		—			(176	)
Non-Interest Income:
Third party (1)		30,586			4,651			35,237
Inter-segment		(4,112	)		4,112			—
Total non-interest income		26,474			8,763			35,237
Non-interest expense (2)		142,050			16,398			158,448
Income (loss) before income tax expense (benefit)		209,517			(4,686	)		204,831
Income tax expense (benefit)		76,815			(1,893	)		74,922
Net income (loss)	$	132,702		$	(2,793	)	$	129,909
Identifiable segment assets (period-end)	$	47,739,937		$	775,635		$	48,515,572

(1) Includes ancillary fee income.

(2) Includes both direct and indirect expenses.

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Impact of Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2017

Impact of Recent Accounting Pronouncements

Note 14. Impact of Recent Accounting Pronouncements

In March 2017, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2017-08, “Receivables - Nonrefundable Fees and Other Costs (Subtopic 310-20): Premium Amortization on Purchased Callable Debt Securities” (“ASU No. 2017-08”). ASU No. 2017-08 shortens the amortization period of premiums on certain purchased callable debt securities to the earliest call date. The Company plans to adopt ASU No. 2017-08 effective January 1, 2019 and the adoption is not expected to have a material effect on the Company’s consolidated statements of condition, results of operations, or cash flows.

In January 2017, the FASB issued ASU No. 2017-04, “Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment.” ASU No. 2017-04 eliminates the second step of the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity will recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill recorded. ASU No. 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The Company plans to adopt ASU No. 2017-04 beginning January 1, 2020 and its adoption is not expected to have a material effect on the Company’s consolidated statements of condition, results of operations, or cash flows.

In August 2016, the FASB issued ASU No. 2016-15, “Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments.” ASU No. 2016-15 addresses the following cash flow issues: debt prepayment or debt extinguishment costs; settlement of zero-coupon debt instruments or other debt instruments with coupon interest rates that are insignificant in relation to the effective interest rate of the borrowing; contingent consideration payments made after a business combination; proceeds from the settlement of insurance claims; proceeds from the settlement of corporate-owned life insurance policies (including bank-owned life insurance policies); distributions received from equity method investees; beneficial interests in securitization transactions; and separately identifiable cash flows and application of the predominance principle. The Company plans to adopt ASU No. 2016-15 beginning January 1, 2018 and its adoption is not expected to have a material effect on the Company’s consolidated statements of condition or results of operations.

In June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” ASU No. 2016-13 amends guidance on reporting credit losses for assets held on an amortized cost basis and available-for-sale debt securities. For assets held at amortized cost, ASU No. 2016-13 eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of the financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses should be measured in a manner similar to current GAAP, however ASU No. 2016-13 will require that credit losses be presented as an allowance rather than as a write-down. The amendments affect loans, debt securities, trade receivables, net investments in leases, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash. The Company plans to adopt ASU No. 2016-13 effective January 1, 2020, using the required modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. The Company is evaluating ASU No. 2016-13, initiating implementation efforts across the Company, and planning for loss modeling requirements consistent with lifetime expected loss estimates. The adoption of ASU No. 2016-13 could have a material effect on the Company’s consolidated statements of condition and results of operations. The extent of the impact upon adoption will likely depend on the characteristics of the Company’s loan portfolio and economic conditions at that date, as well as forecasted conditions thereafter.

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842).” ASU No. 2016-02 will require entities that lease assets to recognize as assets and liabilities on the balance sheet the respective rights and obligations created by those leases. ASU No. 2016-02 also will require disclosures that include qualitative and quantitative requirements, providing additional information about the amounts recorded in the financial statements. The Company plans to adopt ASU No. 2016-02 effective January 1, 2019 using the required modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. As a lessor and lessee, we do not anticipate the classification of our leases to change, but we expect to recognize substantially all of our leases for which we are the lessee as a lease liability and corresponding right-of-use asset on our consolidated statements of condition. The Company has assembled a project management team and is presently evaluating all of its leases, as well as contracts that may contain embedded leases, for compliance with the new lease accounting rules.

In January 2016, the FASB issued ASU No. 2016-01, “Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities.” ASU No. 2016-01 amends guidance on classification and measurement of financial instruments, including revisions in accounting related to the classification and measurement of investments in equity securities and presentation of certain fair value changes for financial liabilities when the fair value option is elected. ASU 2016-01 also amends certain disclosure requirements associated with the fair value of financial instruments. The company will adopt ASU No. 2016-01 on January 1, 2018, and its adoption is not expected to have a material effect on the Company’s consolidated statements of condition, results of operations, or cash flows.

In May 2014, the FASB issued ASU No. 2014-09, “Revenue from Contracts with Customers,” which requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The Company will adopt ASU No. 2014-09 effective January 1, 2018 using the modified retrospective approach, which includes presenting the cumulative effect of initial application along with supplementary disclosures. ASU No. 2014-09 does not apply to the majority of our revenue stream, and is not expected to have a material impact on the Company’s statements of condition, results of operations, or cash flows.

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Organization and Basis of Presentation (Policies)

3 Months Ended

Mar. 31, 2017

Basis of Presentation

Basis of Presentation

The following is a description of the significant accounting and reporting policies that the Company and its subsidiaries follow in preparing and presenting their consolidated financial statements, which conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowances for loan losses; the valuation of mortgage servicing rights (“MSRs”); the evaluation of goodwill for impairment; the evaluation of other-than-temporary impairment (“OTTI”) of securities; and the evaluation of the need for a valuation allowance on the Company’s deferred tax assets.

The accompanying consolidated financial statements include the accounts of the Company and other entities in which the Company has a controlling financial interest. All inter-company accounts and transactions are eliminated in consolidation. The Company currently has certain unconsolidated subsidiaries in the form of wholly-owned statutory business trusts, which were formed to issue guaranteed capital securities (“capital securities”). See Note 7, “Borrowed Funds,” for additional information regarding these trusts.

When necessary, certain reclassifications are made to prior-year amounts to conform to the current-year presentation. In the Consolidated Statements of Cash Flows for the three months ended March 31, 2016, Federal Home Loan Bank (“FHLB”) stock is presented on a gross basis to conform to the presentation for the three months ended March 31, 2017.

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Computation of Earnings per Common Share (Tables)

3 Months Ended

Mar. 31, 2017

Computation of Basic and Diluted EPS

The following table presents the Company’s computation of basic and diluted EPS for the periods indicated:

	Three Months Ended March 31,
(in thousands, except share and per share amounts)	2017			2016
Net income available to common shareholders	$	103,957		$	129,909
Less: Dividends paid on and earnings allocated to participating securities		(819	)		(979	)
Earnings applicable to common stock	$	103,138		$	128,930
Weighted average common shares outstanding		486,511,756			484,605,397
Basic earnings per common share		$0.21			$0.27
Earnings applicable to common stock	$	103,138		$	128,930
Weighted average common shares outstanding		486,511,756			484,605,397
Potential dilutive common shares (1)		—			—
Total shares for diluted earnings per common share computation		486,511,756			484,605,397
Diluted earnings per common share and common share equivalents		$0.21			$0.27

(1) At March 31, 2017 and 2016, there were no stock options outstanding.

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Reclassifications Out of Accumulated Other Comprehensive Loss (Tables)

3 Months Ended

Mar. 31, 2017

Reclassifications Out of Accumulated Other Comprehensive Loss

Reclassifications Out of Accumulated Other Comprehensive Loss

(in thousands)	For the Three Months Ended March 31, 2017
Details about Accumulated Other Comprehensive Loss	Amount Reclassified from Accumulated Other Comprehensive Loss (1)			Affected Line Item in the Consolidated Statement of Operations and Comprehensive Income
Unrealized gains on available-for-sale securities	$	1,848		Net gain on sales of securities
		(770	)	Income tax expense
	$	1,078		Net gain on sales of securities, net of tax
Amortization of defined benefit pension plan items:
Past service liability	$	62		Included in the computation of net periodic (credit) expense (2)
Actuarial losses		(2,121	)	Included in the computation of net periodic (credit) expense (2)
		(2,059	)	Total before tax
		858		Tax benefit
	$	(1,201	)	Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period	$	(123	)

(1) Amounts in parentheses indicate expense items.

(2) See Note 9, “Pension and Other Post-Retirement Benefits,” for additional information.

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Securities (Tables)

3 Months Ended

Mar. 31, 2017

Summary of Portfolio of Securities Available for Sale

The following tables summarize the Company’s portfolio of securities available for sale at March 31, 2017 and December 31, 2016:

	March 31, 2017
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE(1) certificates	$	7,748	$	—	$	445	$	7,303
Other Securities:
Municipal bonds	$	584	$	47	$	—	$	631
Capital trust notes		9,463		—		2,046		7,417
Preferred stock		17,842		44		50		17,836
Mutual funds and common stock (2)		16,874		424		261		17,037
Total other securities	$	44,763	$	515	$	2,357	$	42,921
Total securities available for sale	$	52,511	$	515	$	2,802	$	50,224

(1) Government-sponsored enterprise.

(2) Primarily consists of mutual funds that are Community Reinvestment Act-qualified investments.

	December 31, 2016
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	7,786	$	—	$	460	$	7,326
Other Securities:
Municipal bonds	$	583	$	48	$	—	$	631
Capital trust notes		9,458		2		2,217		7,243
Preferred stock		70,866		1,446		328		71,984
Mutual funds and common stock		16,874		484		261		17,097
Total other securities	$	97,781	$	1,980	$	2,806	$	96,955
Total securities available for sale	$	105,567	$	1,980	$	3,266	$	104,281

Summary of Portfolio of Securities Held to Maturity

The following tables summarize the Company’s portfolio of securities held to maturity at March 31, 2017 and December 31, 2016:

	March 31, 2017
(in thousands)	Amortized Cost		Carrying Amount		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	2,170,706	$	2,170,706	$	70,183	$	1,078	$	2,239,811
GSE CMOs (1)		971,487		971,487		32,933		219		1,004,201
Total mortgage-related securities	$	3,142,193	$	3,142,193	$	103,116	$	1,297	$	3,244,012
Other Securities:
U. S. Treasury obligations	$	200,158	$	200,158	$	—	$	103	$	200,055
GSE debentures		88,387		88,387		3,565		—		91,952
Corporate bonds		74,337		74,337		11,079		—		85,416
Municipal bonds		71,297		71,297		533		1,474		70,356
Capital trust notes		74,291		65,732		2,722		10,196		58,258
Total other securities	$	508,470	$	499,911	$	17,899	$	11,773	$	506,037
Total securities held to maturity (2)	$	3,650,663	$	3,642,104	$	121,015	$	13,070	$	3,750,049

(1) Collateralized mortgage obligations.

(2) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At March 31, 2017, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

	December 31, 2016
(in thousands)	Amortized Cost		Carrying Amount		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Mortgage-Related Securities:
GSE certificates	$	2,193,489	$	2,193,489	$	64,431	$	2,399	$	2,255,521
GSE CMOs		1,019,074		1,019,074		36,895		57		1,055,912
Total mortgage-related securities	$	3,212,563	$	3,212,563	$	101,326	$	2,456	$	3,311,433
Other Securities:
U. S. Treasury obligations	$	200,293	$	200,293	$	—	$	73	$	200,220
GSE debentures		88,457		88,457		3,836		—		92,293
Corporate bonds		74,217		74,217		9,549		—		83,766
Municipal bonds		71,554		71,554		—		1,789		69,765
Capital trust notes		74,284		65,692		2,662		11,872		56,482
Total other securities	$	508,805	$	500,213	$	16,047	$	13,734	$	502,526
Total securities held to maturity (1)	$	3,721,368	$	3,712,776	$	117,373	$	16,190	$	3,813,959

(1) Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

Summary of Gross Proceeds and Gross Realized Gains and Losses from Sale of Available-for-Sale Securities

The following table summarizes the gross proceeds, gross realized gains, and gross realized losses from the sale of available-for-sale securities during the three months ended March 31, 2017 and 2016:

	For the Three Months Ended March 31,
(in thousands)	2017		2016
Gross proceeds	$	139,002	$	104,663
Gross realized gains		1,979		163

Credit Loss Component of Other Than Temporary Impairment on Debt Securities

In the following table, the beginning balance represents the credit loss component for debt securities on which OTTI occurred prior to January 1, 2017. For credit-impaired debt securities, OTTI recognized in earnings after that date is presented as an addition in two components, based upon whether the current period is the first time a debt security was credit-impaired (initial credit impairment) or is not the first time a debt security was credit-impaired (subsequent credit impairment).

(in thousands)		For the Three Months Ended March 31, 2017
Beginning credit loss amount as of December 31, 2016		$	197,552
Add:	Initial other-than-temporary credit losses		—
	Subsequent other-than-temporary credit losses		—
	Amount previously recognized in AOCL		—
Less:	Realized losses for securities sold		—
	Securities intended or required to be sold		—
	Increase in cash flows on debt securities		99
Ending credit loss amount as of March 31, 2017		$	197,453

Summary of Carrying Amount and Estimated Fair Value of Held-to-Maturity Debt Securities and Amortized Cost and Estimated Fair Value of Available-for-Sale Debt Securities by Contractual Maturity

The following table summarizes, by contractual maturity, the carrying amounts and estimated fair values of held-to-maturity mortgage-backed securities and debt securities, and the amortized costs and estimated fair values of available-for-sale securities, at March 31, 2017:

	At March 31, 2017
(dollars in thousands)	Mortgage- Related Securities		Average Yield			U.S. Treasury and GSE Obligations		Average Yield			State, County, and Municipal		Average Yield (1)			Other Debt Securities (2)		Average Yield			Fair Value
Held-to-Maturity Securities:
Due within one year	$	—		—	%	$	259,671		1.42	%	$	—		—	%	$	—		—	%	$	261,164
Due from one to five years		699,621		3.57			6,950		3.84			—		—			48,158		3.40			788,750
Due from five to ten years		2,133,551		3.11			21,924		3.52			—		—			26,179		9.06			2,258,597
Due after ten years		309,021		2.98			—		—			71,297		2.88			65,732		4.78			441,538
Total securities held to maturity	$	3,142,193		3.20	%	$	288,545		1.64	%	$	71,297		2.88	%	$	140,069		5.10	%	$	3,750,049
Available-for-Sale Securities: (3)
Due within one year	$	—		—	%	$	—		—	%	$	149		6.47	%	$	—		—	%	$	153
Due from one to five years		—		—			—		—			435		6.59			—		—			478
Due from five to ten years		7,748		1.90			—		—			—		—			—		—			7,303
Due after ten years		—		—			—		—			—		—			9,463		4.70			7,417
Total securities available for sale	$	7,748		1.90	%	$	—		—	%	$	584		6.56	%	$	9,463		4.70	%	$	15,351

(1) Not presented on a tax-equivalent basis.

(2) Includes corporate bonds and capital trust notes.

(3) As equity securities have no contractual maturity, they have been excluded from this table.

Summary of Held-to-Maturity and Available-for-Sale Securities having Continuous Unrealized Loss Position

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of March 31, 2017:

At March 31, 2017	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Held-to-Maturity Securities:
GSE certificates	$	236,364	$	1,078	$	—	$	—	$	236,364	$	1,078
GSE CMOs		65,374		219		—		—		65,374		219
U. S. Treasury obligations		200,055		103		—		—		200,055		103
Municipal bonds		46,654		1,474		—		—		46,654		1,474
Capital trust notes		24,701		300		26,346		9,896		51,047		10,196
Total temporarily impaired held-to-maturity securities	$	573,148	$	3,174	$	26,346	$	9,896	$	599,494	$	13,070
Temporarily Impaired Available-for-Sale Securities:
GSE certificates	$	7,303	$	445	$	—	$	—	$	7,303	$	445
Capital trust notes		1,976		25		5,441		2,021		7,417		2,046
Equity securities		14,045		311		—		—		14,045		311
Total temporarily impaired available-for-sale securities	$	23,324	$	781	$	5,441	$	2,021	$	28,765	$	2,802

The following table presents held-to-maturity and available-for-sale securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of December 31, 2016:

At December 31, 2016	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Held-to-Maturity Securities:
GSE certificates	$	268,891	$	2,399	$	—	$	—	$	268,891	$	2,399
GSE CMOs		42,980		57		—		—		42,980		57
U. S. Treasury obligations		200,220		73		—		—		200,220		73
Municipal bonds		69,765		1,789		—		—		69,765		1,789
Capital trust notes		—		—		24,364		11,872		24,364		11,872
Total temporarily impaired held-to-maturity securities	$	581,856	$	4,318	$	24,364	$	11,872	$	606,220	$	16,190
Temporarily Impaired Available-for-Sale Securities:
GSE certificates	$	7,326	$	460	$	—	$	—	$	7,326	$	460
Capital trust notes		—		—		5,241		2,217		5,241		2,217
Equity securities		29,059		589		—		—		29,059		589
Total temporarily impaired available-for-sale securities	$	36,385	$	1,049	$	5,241	$	2,217	$	41,626	$	3,266

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Loans (Tables)

3 Months Ended

Mar. 31, 2017

Composition of Loan Portfolio

The following table sets forth the composition of the loan portfolio at March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
	Amount			Percent of Non-Covered Loans Held for Investment			Amount			Percent of Non-Covered Loans Held for Investment
(dollars in thousands)
Non-Covered Loans Held for Investment:
Mortgage Loans:
Multi-family	$	27,036,909			72.47	%	$	26,945,052			72.13	%
Commercial real estate		7,533,380			20.19			7,724,362			20.68
One-to-four family		416,983			1.12			381,081			1.02
Acquisition, development, and construction		383,001			1.03			381,194			1.02
Total mortgage loans held for investment	$	35,370,273			94.81		$	35,431,689			94.85
Other Loans:
Commercial and industrial		1,348,391			3.61			1,341,216			3.59
Lease financing, net of unearned income of $57,365 and $60,278, respectively		563,244			1.51			559,229			1.50
Total commercial and industrial loans (1)		1,911,635			5.12			1,900,445			5.09
Purchased credit-impaired loans		5,840			0.02			5,762			0.01
Other		17,105			0.05			18,305			0.05
Total other loans held for investment		1,934,580			5.19			1,924,512			5.15
Total non-covered loans held for investment	$	37,304,853			100.00	%	$	37,356,201			100.00	%
Net deferred loan origination costs		25,636						26,521
Allowance for losses on non-covered loans		(154,450)						(158,290)
Non-covered loans held for investment, net	$	37,176,039					$	37,224,432
Covered loans		1,599,101						1,698,133
Allowance for losses on covered loans		(17,906	)					(23,701	)
Covered loans, net	$	1,581,195					$	1,674,432
Loans held for sale		215,981						409,152
Total loans, net	$	38,973,215					$	39,308,016

(1) Includes specialty finance loans of $1.3 billion at both March 31, 2017 and December 31, 2016, and other commercial and industrial loans of $629.6 million and $632.9 million, respectively, at March 31, 2017 and December 31, 2016.

Quality of Non-Covered Loans

The following table presents information regarding the quality of the Company’s non-covered loans held for investment (excluding non-covered PCI loans) at March 31, 2017:

(in thousands)	Loans 30-89 Days Past Due(1)		Non-Accrual Loans (1)		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	8	$	11,555	$	—	$	11,563	$	27,025,346	$	27,036,909
Commercial real estate		1,202		3,327		—		4,529		7,528,851		7,533,380
One-to-four family		792		10,093		—		10,885		406,098		416,983
Acquisition, development, and construction		—		6,200		—		6,200		376,801		383,001
Commercial and industrial (2) (3)		14,379		27,652		—		42,031		1,869,604		1,911,635
Other		86		1,317		—		1,403		15,702		17,105
Total	$	16,467	$	60,144	$	—	$	76,611	$	37,222,402	$	37,299,013

(1) Excludes $4 thousand and $863 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2) Includes lease financing receivables, all of which were current.

(3) Includes $13.3 million and $24.4 million of taxi medallion loans or taxi medallion-related loans that were 30 to 89 days past due and 90 days or more past due, respectively.

The following table presents information regarding the quality of the Company’s non-covered loans held for investment at December 31, 2016:

(in thousands)	Loans 30-89 Days Past Due(1)		Non-Accrual Loans (1)		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	28	$	13,558	$	—	$	13,586	$	26,931,466	$	26,945,052
Commercial real estate		—		9,297		—		9,297		7,715,065		7,724,362
One-to-four family		2,844		9,679		—		12,523		368,558		381,081
Acquisition, development, and construction		—		6,200		—		6,200		374,994		381,194
Commercial and industrial (2) (3)		7,263		16,422		—		23,685		1,876,760		1,900,445
Other		248		1,313		—		1,561		16,744		18,305
Total	$	10,383	$	56,469	$	—	$	66,852	$	37,283,587	$	37,350,439

(1) Excludes $6 thousand and $869 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

(2) Includes lease financing receivables, all of which were current.

(3) Includes $6.8 million and $15.2 million of taxi medallion loans that were 30 to 89 days past due and 90 days or more past due, respectively.

Non-Covered Loan Portfolio by Credit Quality Indicator

The following table summarizes the Company’s portfolio of non-covered loans held for investment (excluding non-covered PCI loans) by credit quality indicator at March 31, 2017:

	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial(1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	26,865,172	$	7,516,823	$	406,669	$	334,112	$	35,122,776	$	1,785,111	$	15,788	$	1,800,899
Special mention		160,329		12,550		—		42,689		215,568		41,573		—		41,573
Substandard		11,408		4,007		10,314		6,200		31,929		84,951		1,317		86,268
Doubtful		—		—		—		—		—		—				—
Total	$	27,036,909	$	7,533,380	$	416,983	$	383,001	$	35,370,273	$	1,911,635	$	17,105	$	1,928,740

(1) Includes lease financing receivables, all of which were classified as “pass.”

The following table summarizes the Company’s portfolio of non-covered loans held for investment (excluding non-covered PCI loans) by credit quality indicator at December 31, 2016:

	Mortgage Loans										Other Loans
(in thousands)	Multi-Family		Commercial Real Estate		One-to-Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial(1)		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	26,754,622	$	7,701,773	$	371,179	$	341,784	$	35,169,358	$	1,771,975	$	16,992	$	1,788,967
Special mention		164,325		12,604		—		33,210		210,139		54,979		—		54,979
Substandard		26,105		9,985		9,902		6,200		52,192		73,491		1,313		74,804
Doubtful		—		—		—		—		—		—		—		—
Total	$	26,945,052	$	7,724,362	$	381,081	$	381,194	$	35,431,689	$	1,900,445	$	18,305	$	1,918,750

(1) Includes lease financing receivables, all of which were classified as “pass.”

Information Regarding Troubled Debt Restructurings

The following table presents information regarding the Company’s TDRs as of March 31, 2017 and December 31, 2016:

	March 31, 2017						December 31, 2016
(in thousands)	Accruing		Non-Accrual		Total		Accruing		Non-Accrual		Total
Loan Category:
Multi-family	$	1,971	$	8,245	$	10,216	$	1,981	$	8,755	$	10,736
Commercial real estate		—		921		921		—		1,861		1,861
One-to-four family		221		2,508		2,729		222		1,749		1,971
Commercial and industrial		1,434		8,320		9,754		1,263		3,887		5,150
Other		—		202		202		—		202		202
Total	$	3,626	$	20,196	$	23,822	$	3,466	$	16,454	$	19,920

Financial Effects of Troubled Debt Restructurings

The financial effects of the Company’s TDRs for the three months ended March 31, 2017 and 2016 are summarized as follows:

	For the Three Months Ended March 31, 2017
(dollars in thousands)							Weighted Average Interest Rate
	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
One-to-four family		1	$	264	$	339		6.00	%		2.63	%	$	—	$	5
Commercial and industrial		17		7,998		4,745		3.30			3.46			3,280		—
Total		18	$	8,262	$	5,084							$	3,280	$	5

	For the Three Months Ended March 31, 2016
(dollars in thousands)							Weighted Average Interest Rate
	Number of Loans		Pre-Modification Recorded Investment		Post-Modification Recorded Investment		Pre-Modification			Post- Modification			Charge-off Amount		Capitalized Interest
Loan Category:
Multi-family		2	$	10,592	$	10,366		4.63	%		4.08	%	$	—	$	—
One-to-four family		2		476		533		3.52			3.29			—		4
Commercial and industrial		1		745		695		3.30			3.10			47		—
Total		5	$	11,813	$	11,594							$	47	$	4

Covered Loans Acquired in Acquisitions of AmTrust Bank ("Am Trust") and Desert Hills Bank ("Desert Hills")

The following table presents the carrying value of covered loans acquired in the acquisitions of AmTrust Bank (“AmTrust”) and Desert Hills Bank (“Desert Hills”) as of March 31, 2017:

(dollars in thousands)	Amount		Percent of Covered Loans
Loan Category:
One-to-four family	$	1,531,872		95.8	%
Other loans		67,229		4.2
Total covered loans	$	1,599,101		100.0	%

Changes in Accretable Yield for Covered Loans

In the three months ended March 31, 2017, changes in the accretable yield for covered loans were as follows:

(in thousands)	Accretable Yield
Balance at beginning of period	$	647,470
Reclassification from non-accretable difference		15,858
Accretion		(31,615	)
Balance at end of period	$	631,713

Covered Loans Thirty to Eighty Nine Days, Ninety Days or More Past Due

The following table presents information regarding the Company’s covered loans that were 90 days or more past due at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Covered Loans 90 Days or More Past Due:
One-to-four family	$	120,841	$	124,820
Other loans		6,626		6,645
Total covered loans 90 days or more past due	$	127,467	$	131,465

The following table presents information regarding the Company’s covered loans that were 30 to 89 days past due at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Covered Loans 30-89 Days Past Due:
One-to-four family	$	22,287	$	21,112
Other loans		2,349		1,536
Total covered loans 30-89 days past due	$	24,636	$	22,648

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Allowances for Loan Losses (Tables)

3 Months Ended

Mar. 31, 2017

Activity in Allowance for Loan Losses

The following tables provide additional information regarding the Company’s allowances for losses on non-covered loans and covered loans, based upon the method of evaluating loan impairment:

(in thousands)	Mortgage		Other		Total
Allowances for Loan Losses at March 31, 2017:
Loans individually evaluated for impairment	$	—	$	189	$	189
Loans collectively evaluated for impairment		120,489		32,014		152,503
Acquired loans with deteriorated credit quality		11,257		8,407		19,664
Total	$	131,746	$	40,610	$	172,356
(in thousands)	Mortgage		Other		Total
Allowances for Loan Losses at December 31, 2016:
Loans individually evaluated for impairment	$	—	$	577	$	577
Loans collectively evaluated for impairment		123,925		32,022		155,947
Acquired loans with deteriorated credit quality		11,984		13,483		25,467
Total	$	135,909	$	46,082	$	181,991

Additional Information Regarding Methods Used to Evaluate Loan Portfolio for Impairment

The following tables provide additional information regarding the methods used to evaluate the Company’s loan portfolio for impairment:

(in thousands)	Mortgage		Other		Total
Loans Receivable at March 31, 2017:
Loans individually evaluated for impairment	$	23,436	$	29,400	$	52,836
Loans collectively evaluated for impairment		35,346,837		1,899,340		37,246,177
Acquired loans with deteriorated credit quality		1,536,952		67,989		1,604,941
Total	$	36,907,225	$	1,996,729	$	38,903,954
(in thousands)	Mortgage		Other		Total
Loans Receivable at December 31, 2016:
Loans individually evaluated for impairment	$	29,660	$	18,592	$	48,252
Loans collectively evaluated for impairment		35,402,029		1,900,158		37,302,187
Acquired loans with deteriorated credit quality		1,614,755		89,140		1,703,895
Total	$	37,046,444	$	2,007,890	$	39,054,334

Additional Information Regarding Impaired Non-Covered Loans

The following table presents additional information about the Company’s impaired non-covered loans at March 31, 2017:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	10,223	$	12,724	$	—	$	10,482	$	143
Commercial real estate		3,176		8,946		—		6,147		23
One-to-four family		3,837		4,504		—		3,719		28
Acquisition, development, and construction		6,200		15,500		—		6,200		—
Other		28,143		36,906		—		17,441		176
Total impaired loans with no related allowance	$	51,579	$	78,580	$	—	$	43,989	$	370
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		1,257		1,257		189		6,555		10
Total impaired loans with an allowance recorded	$	1,257	$	1,257	$	189	$	6,555	$	10
Total impaired loans:
Multi-family	$	10,223	$	12,724	$	—	$	10,482	$	143
Commercial real estate		3,176		8,946		—		6,147		23
One-to-four family		3,837		4,504		—		3,719		28
Acquisition, development, and construction		6,200		15,500		—		6,200		—
Other		29,400		38,163		189		23,996		186
Total impaired loans	$	52,836	$	79,837	$	189	$	50,544	$	380

The following table presents additional information about the Company’s impaired non-covered loans at December 31, 2016:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	10,742	$	13,133	$	—	$	11,431	$	627
Commercial real estate		9,117		14,868		—		10,461		143
One-to-four family		3,601		4,267		—		3,079		124
Acquisition, development, and construction		6,200		15,500		—		1,550		414
Other		6,739		7,955		—		8,261		92
Total impaired loans with no related allowance	$	36,399	$	55,723	$	—	$	34,782	$	1,400
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		11,853		13,529		577		4,574		213
Total impaired loans with an allowance recorded	$	11,853	$	13,529	$	577	$	4,574	$	213
Total impaired loans:
Multi-family	$	10,742	$	13,133	$	—	$	11,431	$	627
Commercial real estate		9,117		14,868		—		10,461		143
One-to-four family		3,601		4,267		—		3,079		124
Acquisition, development, and construction		6,200		15,500		—		1,550		414
Other		18,592		21,484		577		12,835		305
Total impaired loans	$	48,252	$	69,252	$	577	$	39,356	$	1,613

Non-Covered Loans

Activity in Allowance for Loan Losses

The following table summarizes activity in the allowance for losses on non-covered loans for the three months ended March 31, 2017 and 2016:

	March 31,
	2017									2016
(in thousands)	Mortgage			Other			Total			Mortgage			Other			Total
Balance, beginning of period	$	125,416		$	32,874		$	158,290		$	124,478		$	22,646		$	147,124
Charge-offs		—			(5,830	)		(5,830	)		(46	)		(148	)		(194	)
Recoveries		115			88			203			879			248			1,127
(Recovery of) provision for non-covered loan losses		(3,679	)		5,466			1,787			874			1,847			2,721
Balance, end of period	$	121,852		$	32,598		$	154,450		$	126,185		$	24,593		$	150,778

Covered Loans

Activity in Allowance for Loan Losses

The following table summarizes activity in the allowance for losses on covered loans for the three months ended March 31, 2017 and 2016:

	March 31,
(in thousands)	2017			2016
Balance, beginning of period	$	23,701		$	31,395
Recovery of losses on covered loans		(5,795	)		(2,897	)
Balance, end of period	$	17,906		$	28,498

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Borrowed Funds (Tables)

3 Months Ended

Mar. 31, 2017

Summary of Borrowed Funds

The following table summarizes the Company’s borrowed funds at March 31, 2017 and December 31, 2016:

(in thousands)	March 31, 2017		December 31, 2016
Wholesale Borrowings:
FHLB advances	$	11,354,500	$	11,664,500
Repurchase agreements		1,500,000		1,500,000
Fed funds purchased		—		150,000
Total wholesale borrowings	$	12,854,500	$	13,314,500
Junior subordinated debentures		358,952		358,879
Total borrowed funds	$	13,213,452	$	13,673,379

Summary of Repurchase Agreements Accounted for Secured Borrowings

The following table summarizes the Company’s repurchase agreements accounted for as secured borrowings at March 31, 2017:

	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 Days		30–90 Days		Greater than 90 Days
GSE debentures and mortgage-related securities	$	—	$	—	$	1,250,000	$	250,000

Junior Subordinated Debentures Outstanding

The following junior subordinated debentures were outstanding at March 31, 2017:

Issuer	Interest Rate of Capital Securities and Debentures			Junior Subordinated Debentures Amount Outstanding		Capital Securities Amount Outstanding		Date of Original Issue		Stated Maturity		First Optional Redemption Date
				(dollars in thousands)
New York Community Capital Trust V (BONUSESSM Units)		6.000	%	$	145,026	$	138,675		Nov. 4, 2002		Nov. 1, 2051		Nov. 4, 2007	(1)
New York Community Capital Trust X		2.731			123,712		120,000		Dec. 14, 2006		Dec. 15, 2036		Dec. 15, 2011	(2)
PennFed Capital Trust III		4.381			30,928		30,000		June 2, 2003		June 15, 2033		June 15, 2008	(2)
New York Community Capital Trust XI		2.802			59,286		57,500		April 16, 2007		June 30, 2037		June 30, 2012	(2)
Total junior subordinated debentures				$	358,952	$	346,175

(1) Callable subject to certain conditions as described in the prospectus filed with the U.S. Securities and Exchange Commission (the “SEC”) on November 4, 2002.

(2) Callable from this date forward.

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Mortgage Servicing Rights (Tables)

3 Months Ended

Mar. 31, 2017

Changes in Residential and Participation Mortgage Servicing Rights

The following tables set forth the changes in the balances of residential MSRs and participation MSRs for the periods indicated:

	For the Three Months Ended
	March 31, 2017						March 31, 2016
(in thousands)	Residential			Participation			Residential			Participation
Carrying value, beginning of year	$	228,099		$	5,862		$	243,389		$	4,345
Additions		7,574			406			7,948			1,250
Increase (decrease) in fair value:
Due to changes in interest rates		2,013			—			(24,286	)		—
Due to model assumption changes (1)		—			—			(8,838	)		—
Due to loan payoffs		(6,963	)		—			(8,750	)		—
Due to passage of time and other changes		(1,923	)		—			(1,376	)		—
Amortization		—			(762	)		—			(414	)
Carrying value, end of period	$	228,800		$	5,506		$	208,087		$	5,181

(1) Represents changes in fair value driven by changes to the inputs to the valuation model related to assumed prepayment speeds.

Key Assumptions Used in Calculation of Fair Value of Residential Mortgage Servicing Rights

The following table presents the key assumptions used in calculating the fair value of the Company’s residential MSRs at the dates indicated:

	March 31, 2017			December 31, 2016
Expected weighted average life		82 months			82 months
Constant prepayment speed		8.90	%		8.70	%
Discount rate		10.05			10.05
Primary mortgage rate to refinance		4.13			4.11
Cost to service (per loan per year):
Current		$64			$64
30-59 days or less delinquent		214			214
60-89 days delinquent		364			364
90-119 days delinquent		464			464
120 days or more delinquent		864			8

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Pension and Other Post-Retirement Benefits (Tables)

3 Months Ended

Mar. 31, 2017

Pension and Post-Retirement Plans

The following table sets forth certain disclosures for the Company’s pension and post-retirement plans for the periods indicated:

	For the Three Months Ended March 31,
	2017						2016
(in thousands)	Pension Benefits			Post- Retirement Benefits			Pension Benefits			Post-Retirement Benefits
Components of net periodic (credit) expense:
Interest cost	$	1,404		$	144		$	1,470		$	160
Service cost		—			—			—			1
Expected return on plan assets		(4,073	)		—			(3,906	)		—
Amortization of prior-service costs		—			(62	)		—			(62	)
Amortization of net actuarial loss		2,053			68			2,262			81
Net periodic (credit) expense	$	(616	)	$	150		$	(174	)	$	180

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Stock-Based Compensation (Tables)

3 Months Ended

Mar. 31, 2017

Summary of Activity for Restricted Stock Awards

The following table provides a summary of activity with regard to restricted stock awards in the three months ended March 31, 2017:

	For the Three Months Ended March 31, 2017
	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,930,306		$	15.37
Granted		2,685,749			15.35
Vested		(2,051,414	)		14.98
Canceled		(21,020	)		15.58
Unvested at end of period		7,543,621			15.47

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Fair Value Measurements (Tables)

3 Months Ended

Mar. 31, 2017

Assets and Liabilities Measured at Fair Value on Recurring Basis

The following tables present assets and liabilities that were measured at fair value on a recurring basis as of March 31, 2017 and December 31, 2016, and that were included in the Company’s Consolidated Statements of Condition at those dates:

	Fair Value Measurements at March 31, 2017
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments(1)			Total Fair Value
Assets:
Mortgage-Related Securities Available for Sale:
GSE certificates	$	—		$	7,303		$	—	$	—		$	7,303
Total mortgage-related securities	$	—		$	7,303		$	—	$	—		$	7,303
Other Securities Available for Sale:
Municipal bonds	$	—		$	631		$	—	$	—		$	631
Capital trust notes		—			7,417			—		—			7,417
Preferred stock		17,836			—			—		—			17,836
Mutual funds and common stock		—			17,037			—		—			17,037
Total other securities	$	17,836		$	25,085		$	—	$	—		$	42,921
Total securities available for sale	$	17,836		$	32,388		$	—	$	—		$	50,224
Other Assets:
Loans held for sale	$	—		$	215,981		$	—	$	—		$	215,981
Mortgage servicing rights		—			—			228,800		—			228,800
Interest rate lock commitments		—			—			2,449		—			2,449
Derivative assets-other (2)		2,943			2,110			—		(2,892	)		2,161
Liabilities:
Derivative liabilities	$	(6,433	)	$	(2,488	)	$	—	$	2,531		$	(6,390	)

(1) Includes cash collateral received from, and paid to, counterparties.

(2) Includes $2.1 million to purchase Treasury options.

	Fair Value Measurements at December 31, 2016
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments(1)			Total Fair Value
Assets:
Mortgage-Related Securities Available for Sale:
GSE certificates	$	—		$	7,326		$	—	$	—		$	7,326
Total mortgage-related securities	$	—		$	7,326		$	—	$	—		$	7,326
Other Securities Available for Sale:
Municipal bonds	$	—		$	631		$	—	$	—		$	631
Capital trust notes		—			7,243			—		—			7,243
Preferred stock		42,724			29,260			—		—			71,984
Mutual funds and common stock		—			17,097			—		—			17,097
Total other securities	$	42,724		$	54,231		$	—	$	—		$	96,955
Total securities available for sale	$	42,724		$	61,557		$	—	$	—		$	104,281
Other Assets:
Loans held for sale	$	—		$	409,152		$	—	$	—		$	409,152
Mortgage servicing rights		—			—			228,099		—			228,099
Interest rate lock commitments		—			—			982		—			982
Derivative assets-other (2)		2,611			16,829			—		(17,861	)		1,579
Liabilities:
Derivative liabilities	$	(6,009	)	$	(17,719	)	$	—	$	16,588		$	(7,140	)

(1) Includes cash collateral received from, and paid to, counterparties.

(2) Includes $1.9 million to purchase Treasury options.

Difference between Fair Value Option and Unpaid Principal Balance

The following table reflects the difference between the fair value carrying amount of loans held for sale, for which the Company has elected the fair value option, and the unpaid principal balance:

	March 31, 2017						December 31, 2016
(in thousands)	Fair Value Carrying Amount		Aggregate Unpaid Principal		Fair Value Carrying Amount Less Aggregate Unpaid Principal		Fair Value Carrying Amount		Aggregate Unpaid Principal		Fair Value Carrying Amount Less Aggregate Unpaid Principal
Loans held for sale	$	215,981	$	210,628	$	5,353	$	409,152	$	408,928	$	224

Changes in Fair Value of Loans Held For Sale

The following table presents the changes in fair value related to initial measurement, and the subsequent changes in fair value included in earnings, for loans held for sale and MSRs for the periods indicated:

	(Loss) Gain Included in Mortgage Banking Income from Changes in Fair Value(1)
	For the Three Months Ended March 31,
(in thousands)	2017			2016(2)
Loans held for sale	$	(63	)	$	2,869
Mortgage servicing rights		(2,726	)		(37,093	)
Total loss	$	(2,789	)	$	(34,224	)

(1) Does not include the effect of hedging activities, which is included in “Other non-interest income.”

(2) The presentation of the amounts for the three months ended March 31, 2016 has been modified to conform to the presentation for the three months ended March 31, 2017.

Rollforward of Financial Instruments Classified in Level Three of Valuation Hierarchy

The following tables present, for the three months ended March 31, 2017 and 2016, a roll-forward of the balance sheet amounts (including changes in fair value) for financial instruments classified in Level 3 of the valuation hierarchy:

(in thousands)	Fair Value January 1, 2017		Total Realized/Unrealized Gains/(Losses) Recorded in					Issuances		Settlements			Transfers to/(from) Level 3		Fair Value at March 31, 2017		Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2017
			Income/ (Loss)			Comprehensive (Loss) Income
Mortgage servicing rights	$	228,099	$	(2,726	)	$	—	$	7,574	$	(4,147	)	$	—	$	228,800	$	(2,726	)
Interest rate lock commitments		982		1,467			—		—		—			—		2,449		2,430
(in thousands)	Fair Value January 1, 2016		Total Realized/Unrealized Gains/(Losses) Recorded in					Issuances		Settlements			Transfers to/(from) Level 3		Fair Value at March 31, 2016		Change in Unrealized Gains/ (Losses) Related to Instruments Held at March 31, 2016
			Income/ (Loss)			Comprehensive (Loss) Income
Mortgage servicing rights	$	243,389	$	(37,093	)	$	—	$	7,948	$	(6,157	)	$	—	$	208,087	$	(37,093	)
Interest rate lock commitments		2,526		4,163			—		—		—			—		6,689		6,586

Significant Unobservable Inputs used in Fair Value Measurement

For Level 3 assets and liabilities measured at fair value on a recurring basis as of March 31, 2017, the significant unobservable inputs used in the fair value measurements were as follows:

(dollars in thousands)	Fair Value at Mar. 31, 2017	Valuation Technique	Significant Unobservable Inputs	Significant Unobservable Input Value
Mortgage servicing rights	$228,800	Discounted Cash Flow	Weighted Average Constant Prepayment Rate (1)	8.90%
			Weighted Average Discount Rate	10.05
Interest rate lock commitments	2,449	Discounted Cash Flow	Weighted Average Closing Ratio	75.91

(1) Represents annualized loan repayment rate assumptions.

Summary of Carrying Values, Estimated Fair Values and Fair Value Measurement Levels of Financial Instruments

The following tables present assets and liabilities that were measured at fair value on a non-recurring basis as of March 31, 2017 and December 31, 2016, and that were included in the Company’s consolidated statements of condition at those dates:

	Fair Value Measurements at March 31, 2017 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	12,418	$	12,418
Other assets (2)		—		—		1,177		1,177
Total	$	—	$	—	$	13,595	$	13,595

(1) Represents the fair value of impaired loans, based on the value of the collateral.

(2) Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

	Fair Value Measurements at December 31, 2016 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans (1)	$	—	$	—	$	15,635	$	15,635
Other assets (2)		—		—		5,684		5,684
Total	$	—	$	—	$	21,319	$	21,319

(1) Represents the fair value of impaired loans, based on the value of the collateral.

(2) Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

Assets and Liabilities Measured at Fair Value on Non-Recurring Basis

The following tables summarize the carrying values, estimated fair values, and fair value measurement levels of financial instruments that were not carried at fair value on the Company’s Consolidated Statements of Condition at March 31, 2017 and December 31, 2016:

	March 31, 2017
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	984,296	$	984,296	$	984,296		$	—		$	—
Securities held to maturity		3,642,104		3,750,049		200,055			3,549,994			—
FHLB stock (1)		577,943		577,943		—			577,943			—
Loans, net		38,973,215		39,177,036		—			—			39,177,036
Financial Liabilities:
Deposits	$	28,726,546	$	28,718,398	$	21,164,339	(2)	$	7,554,059	(3)	$	—
Borrowed funds		13,213,452		13,163,397		—			13,163,397			—

(1) Carrying value and estimated fair value are at cost.

(2) NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

(3) Certificates of deposit.

	December 31, 2016
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)			Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	557,850	$	557,850	$	557,850		$	—		$	—
Securities held to maturity		3,712,776		3,813,959		200,220			3,613,739			—
FHLB stock (1)		590,934		590,934		—			590,934			—
Loans, net		39,308,016		39,416,469		—			—			39,416,469
Financial Liabilities:
Deposits	$	28,887,903	$	28,888,064	$	21,310,733	(2)	$	7,577,331	(3)	$	—
Borrowed funds		13,673,379		13,633,943		—			13,633,943			—

(1) Carrying value and estimated fair value are at cost.

(2) NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

(3) Certificates of deposit.

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Derivative Financial Instruments (Tables)

3 Months Ended

Mar. 31, 2017

Derivative Financial Instruments

The following table sets forth information regarding the Company’s derivative financial instruments at March 31, 2017:

	March 31, 2017
(in thousands)	Notional Amount		Unrealized (1)
			Gain		Loss
Treasury options	$	370,000	$	86	$	205
Eurodollar futures		50,000		23		9
Interest rate swaps		350,000		710		6,219
Forward commitments to sell loans/mortgage-backed securities		410,000		32		2,488
Forward commitments to buy loans/mortgage-backed securities		315,000		2,078		—
Interest rate lock commitments		289,118		2,449		—
Total derivatives	$	1,784,118	$	5,378	$	8,921

(1) Derivatives in a net gain position are recorded as “Other assets” and derivatives in a net loss position are recorded as “Other liabilities” in the Consolidated Statements of Condition.

Effect of Derivative Instruments on Consolidated Statements of Operations and Comprehensive Income

The following table sets forth the effect of derivative instruments on the Consolidated Statements of Operations and Comprehensive Income for the periods indicated:

	(Loss) Gain Included in Mortgage Banking Income
	for the Three Months Ended March 31,
(in thousands)	2017			2016
Treasury options	$	(2,170	)	$	7,231
Treasury and Eurodollar futures		(8	)		66
Interest rate swaps		(197	)		1,496
Forward commitments to buy/sell loans/mortgage-backed securities		(4,223	)		869
Total (loss) gain	$	(6,598	)	$	9,662

Effect of Master Netting Arrangements on Presentation of Derivative Assets and Liabilities in Consolidated Statements of Financial Condition

The following tables present the effect of the master netting arrangements on the presentation of the derivative assets in the Consolidated Statements of Condition as of the dates indicated:

	March 31, 2017
(in thousands)	Gross Amount of Recognized Assets (1)		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Received
Derivatives	$	7,502	$	2,892	$	4,610	$	—	$	—	$	4,610

(1) Includes $2.1 million to purchase Treasury options.

	December 31, 2016
(in thousands)	Gross Amount of Recognized Assets (1)		Gross Amount Offset in the Statement of Condition		Net Amount of Assets Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Received
Derivatives	$	20,422	$	17,861	$	2,561	$	—	$	—	$	2,561

(1) Includes $1.9 million to purchase Treasury options.

The following tables present the effect the master netting arrangements had on the presentation of the derivative liabilities in the Consolidated Statements of Condition as of the dates indicated:

	March 31, 2017
(in thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Pledged
Derivatives	$	8,921	$	2,531	$	6,390	$	—	$	—	$	6,390
	December 31, 2016
(in thousands)	Gross Amount of Recognized Liabilities		Gross Amount Offset in the Statement of Condition		Net Amount of Liabilities Presented in the Statement of Condition		Gross Amounts Not Offset in the Consolidated Statement of Condition				Net Amount
							Financial Instruments		Cash Collateral Pledged
Derivatives	$	23,728	$	16,588	$	7,140	$	—	$	—	$	7,140

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Segment Reporting (Tables)

3 Months Ended

Mar. 31, 2017

Segment Results

The following tables provide a summary of the Company’s segment results for the three months ended March 31, 2017 and 2016 on an internally managed accounting basis:

	For the Three Months Ended March 31, 2017
(in thousands)	Banking Operations			Residential Mortgage Banking		Total Company
Net interest income	$	292,277		$	2,640	$	294,917
Recovery of loan losses		(4,008	)		—		(4,008	)
Non-Interest Income:
Third party(1)		21,869			10,303		32,172
Inter-segment		(3,759	)		3,759		—
Total non-interest income		18,110			14,062		32,172
Non-interest expense(2)		150,936			16,007		166,943
Income before income tax expense		163,459			695		164,154
Income tax expense		59,920			277		60,197
Net income	$	103,539		$	418	$	103,957
Identifiable segment assets (period-end)	$	48,285,443		$	539,121	$	48,824,564

(1) Includes ancillary fee income.

(2) Includes both direct and indirect expenses.

	For the Three Months Ended March 31, 2016
(in thousands)	Banking Operations			Residential Mortgage Banking			Total Company
Net interest income	$	324,917		$	2,949		$	327,866
Recoveries of loan losses		(176	)		—			(176	)
Non-Interest Income:
Third party (1)		30,586			4,651			35,237
Inter-segment		(4,112	)		4,112			—
Total non-interest income		26,474			8,763			35,237
Non-interest expense (2)		142,050			16,398			158,448
Income (loss) before income tax expense (benefit)		209,517			(4,686	)		204,831
Income tax expense (benefit)		76,815			(1,893	)		74,922
Net income (loss)	$	132,702		$	(2,793	)	$	129,909
Identifiable segment assets (period-end)	$	47,739,937		$	775,635		$	48,515,572

(1) Includes ancillary fee income.

(2) Includes both direct and indirect expenses.

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Organization and Basis of Presentation - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2017 Location $ / shares	Dec. 31, 2016 $ / shares	Nov. 23, 1993 $ / shares
Organization and Basis Of Presentation [Line Items]
Common stock, par | $ / shares	$ 0.01	$ 0.01	$ 0.01
Description of nine stock splits	($0.93 per share on a split-adjusted basis, reflecting the impact of nine stock splits between 1994 and 2004).
IPO
Organization and Basis Of Presentation [Line Items]
Shares issued, price per share | $ / shares			$ 25.00
Shares issued, price per share, split adjusted basis | $ / shares	$ 0.93
New York Community Bank
Organization and Basis Of Presentation [Line Items]
Number of branches	225
New York Community Bank | Directly Operated Banks
Organization and Basis Of Presentation [Line Items]
Number of branches	2
New York Community Bank | Seven Divisional Banks
Organization and Basis Of Presentation [Line Items]
Number of branches	223
New York Commercial Bank
Organization and Basis Of Presentation [Line Items]
Number of branches	30
New York Commercial Bank | Atlantic Bank
Organization and Basis Of Presentation [Line Items]
Number of branches	18

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Computation of Basic and Diluted EPS (Detail) - USD ($) $ / shares in Units, $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Net income available to common shareholders		$ 103,957	$ 129,909
Less: Dividends paid on and earnings allocated to participating securities		(819)	(979)
Earnings applicable to common stock		$ 103,138	$ 128,930
Weighted average common shares outstanding		486,511,756	484,605,397
Basic earnings per common share		$ 0.21	$ 0.27
Potential dilutive common shares	[1]	0	0
Total shares for diluted earnings per common share computation		486,511,756	484,605,397
Diluted earnings per common share and common share equivalents		$ 0.21	$ 0.27

[1] At March 31, 2017 and 2016, there were no stock options outstanding.

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Computation of Basic and Diluted EPS (Parenthetical) (Detail) - shares	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Earnings Per Share, Basic, by Common Class, Including Two Class Method [Line Items]
Options to purchase shares that were not included in the respective computation of diluted EPS because their inclusion would have had an antidilutive effect	0	0

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Reclassifications of Accumulated Other Comprehensive Loss (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net gain on sales of securities		$ 1,979	$ 163
Income tax (benefit) expense		(60,197)	(74,922)
Net income		103,957	$ 129,909
Reclassifications, net of tax	[1]	(123)
Past service liability
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications, before tax	[1],[2]	62
Actuarial losses
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications, before tax	[1],[2]	(2,121)
Amortization of defined benefit pension
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Reclassifications, before tax	[1]	(2,059)
Tax benefit	[1]	858
Reclassifications, net of tax	[1]	(1,201)
Reclassification out of Accumulated Other Comprehensive Income | Unrealized gains on available for sale securities
Reclassification Adjustment out of Accumulated Other Comprehensive Income [Line Items]
Net gain on sales of securities	[1]	1,848
Income tax (benefit) expense	[1]	(770)
Net income	[1]	$ 1,078

[1] Amounts in parentheses indicate expense items.

[2] See Note 9, "Pension and Other Post-Retirement Benefits," for additional information.

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Summary of Portfolio of Securities Available for Sale (Detail) - USD ($) $ in Thousands	Mar. 31, 2017		Dec. 31, 2016
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	$ 52,511		$ 105,567
Gross Unrealized Gain	515		1,980
Gross Unrealized Loss	2,802		3,266
Fair Value	50,224		104,281
Mortgage-Related Securities | GSE certificates
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	7,748	[1]	7,786
Gross Unrealized Loss	445	[1]	460
Fair Value	7,303	[1]	7,326
Other Securities
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	44,763		97,781
Gross Unrealized Gain	515		1,980
Gross Unrealized Loss	2,357		2,806
Fair Value	42,921		96,955
Other Securities | Municipal bonds
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	584		583
Gross Unrealized Gain	47		48
Fair Value	631		631
Other Securities | Capital trust notes
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	9,463		9,458
Gross Unrealized Gain			2
Gross Unrealized Loss	2,046		2,217
Fair Value	7,417		7,243
Other Securities | Preferred Stock (Par Value: $0.01):
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	17,842		70,866
Gross Unrealized Gain	44		1,446
Gross Unrealized Loss	50		328
Fair Value	17,836		71,984
Other Securities | Mutual Funds and Common Stock
Schedule of Available-for-sale Securities [Line Items]
Amortized Cost	16,874	[2]	16,874
Gross Unrealized Gain	424	[2]	484
Gross Unrealized Loss	261	[2]	261
Fair Value	$ 17,037	[2]	$ 17,097

[1] Government-sponsored enterprise.

[2] Primarily consists of mutual funds that are Community Reinvestment Act-qualified investments.

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Summary of Portfolio of Securities Held to Maturity (Detail) - USD ($) $ in Thousands	Mar. 31, 2017		Dec. 31, 2016
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	$ 3,650,663		$ 3,721,368	[1]
Carrying Amount	3,642,104		3,712,776	[1]
Gross Unrealized Gain	121,015		117,373	[1]
Gross Unrealized Loss	13,070		16,190	[1]
Fair Value	3,750,049		3,813,959	[1]
Mortgage-Related Securities
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	3,142,193		3,212,563
Carrying Amount	3,142,193		3,212,563
Gross Unrealized Gain	103,116		101,326
Gross Unrealized Loss	1,297		2,456
Fair Value	3,244,012		3,311,433
Mortgage-Related Securities | GSE certificates
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	2,170,706		2,193,489
Carrying Amount	2,170,706		2,193,489
Gross Unrealized Gain	70,183		64,431
Gross Unrealized Loss	1,078		2,399
Fair Value	2,239,811		2,255,521
Mortgage-Related Securities | GSE CMOs
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	971,487	[2]	1,019,074
Carrying Amount	971,487	[2]	1,019,074
Gross Unrealized Gain	32,933	[2]	36,895
Gross Unrealized Loss	219	[2]	57
Fair Value	1,004,201	[2]	1,055,912
Other Securities
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	508,470		508,805
Carrying Amount	499,911		500,213
Gross Unrealized Gain	17,899		16,047
Gross Unrealized Loss	11,773		13,734
Fair Value	506,037		502,526
Other Securities | U.S. Treasury obligations
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	200,158		200,293
Carrying Amount	200,158		200,293
Gross Unrealized Loss	103		73
Fair Value	200,055		200,220
Other Securities | GSE debentures
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	88,387		88,457
Carrying Amount	88,387		88,457
Gross Unrealized Gain	3,565		3,836
Fair Value	91,952		92,293
Other Securities | Corporate bonds
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	74,337		74,217
Carrying Amount	74,337		74,217
Gross Unrealized Gain	11,079		9,549
Fair Value	85,416		83,766
Other Securities | Municipal bonds
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	71,297		71,554
Carrying Amount	71,297		71,554
Gross Unrealized Gain	533
Gross Unrealized Loss	1,474		1,789
Fair Value	70,356		69,765
Other Securities | Capital trust notes
Schedule of Held-to-maturity Securities [Line Items]
Amortized Cost	74,291		74,284
Carrying Amount	65,732		65,692
Gross Unrealized Gain	2,722		2,662
Gross Unrealized Loss	10,196		11,872
Fair Value	$ 58,258		$ 56,482

[1] Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

[2] Collateralized mortgage obligations.

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Summary of Portfolio of Securities Held to Maturity (Parenthetical) (Detail) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Held-to-maturity Securities
Schedule of Held-to-maturity Securities [Line Items]
Non-credit portion of OTTI recorded in AOCL, pre-tax	$ 8.6	$ 8.6

XML

Securities - Additional Information (Detail) $ in Thousands		Mar. 31, 2017 USD ($) Investment	Dec. 31, 2016 USD ($) Investment
Schedule of Investments [Line Items]
Federal Home Loan Bank stock, at cost	[1]	$ 577,943	$ 590,934
Investment securities designated as having a continuous loss position for twelve months or more, unrealized losses		$ 11,900	$ 14,100
Investment securities designated as having a continuous loss position for twelve months or more, percentage below collective amortized cost		27.30%	32.20%
Investment securities designated as having a continuous loss position for twelve months or more, amortized cost		$ 43,700	$ 43,700
Capital trust notes
Schedule of Investments [Line Items]
Number of investment securities designated as having a continuous loss position for twelve months or more | Investment		5	5

[1] Carrying value and estimated fair value are at cost.

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Summary of Gross Proceeds and Gross Realized Gains from Sale of Available-for-Sale Securities (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Gain (Loss) on Investments [Line Items]
Gross proceeds	$ 139,002	$ 104,663
Gross realized gains	$ 1,979	$ 163

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Credit Loss Component of Other Than Temporary Impairment on Debt Securities (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Other than Temporary Impairment, Credit Losses Recognized in Earnings [Line Items]
Beginning OTTI credit loss amount	$ 197,552
Add: Initial other-than-temporary credit losses	0
Subsequent other-than-temporary credit losses	0
Amount previously recognized in AOCL	0
Less: Realized losses for securities sold	0
Securities intended or required to be sold	0
Increase in cash flows on debt securities	99
Ending OTTI credit loss amount	$ 197,453

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Summary of Carrying Amount and Estimated Fair Value of Held-to-Maturity Debt Securities and Amortized Cost and Estimated Fair Value of Available-for-Sale Debt Securities by Contractual Maturity (Detail) - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016	[1]
Held-to-Maturity Securities:
Carrying Amount		$ 3,642,104	$ 3,712,776
Held-to-Maturity Securities:
Due within one year		261,164
Due from one to five years		788,750
Due from five to ten years		2,258,597
Due after ten years		441,538
Total securities held to maturity		3,750,049	$ 3,813,959
Available-for-Sale Securities:
Due within one year	[2]	153
Due from one to five years	[2]	478
Due from five to ten years	[2]	7,303
Due after ten years	[2]	7,417
Total securities available for sale	[2]	15,351
Mortgage-Related Securities
Held-to-Maturity Securities:
Due from one to five years		699,621
Due from five to ten years		2,133,551
Due after ten years		309,021
Carrying Amount		3,142,193
Available-for-Sale Securities:
Due from five to ten years	[2]	7,748
Total securities available for sale	[2]	$ 7,748
Held-to-Maturity Securities, Average Yield
Due from one to five years, Average Yield		3.57%
Due from five to ten years, Average Yield		3.11%
Due after ten years, Average Yield		2.98%
Total securities held to maturity, Average Yield		3.20%
Available-for-Sale Securities, Average Yield
Due from five to ten years, Average Yield	[2]	1.90%
Total securities available for sale, Average Yield	[2]	1.90%
U.S. Treasury and GSE Obligations
Held-to-Maturity Securities:
Due within one year		$ 259,671
Due from one to five years		6,950
Due from five to ten years		21,924
Carrying Amount		$ 288,545
Held-to-Maturity Securities, Average Yield
Due within one year, Average Yield		1.42%
Due from one to five years, Average Yield		3.84%
Due from five to ten years, Average Yield		3.52%
Total securities held to maturity, Average Yield		1.64%
State, county, and municipal
Held-to-Maturity Securities:
Due after ten years		$ 71,297
Carrying Amount		71,297
Available-for-Sale Securities:
Due within one year	[2]	149
Due from one to five years	[2]	435
Total securities available for sale	[2]	$ 584
Held-to-Maturity Securities, Average Yield
Due after ten years, Average Yield	[3]	2.88%
Total securities held to maturity, Average Yield	[3]	2.88%
Available-for-Sale Securities, Average Yield
Due within one year, Average Yield	[2],[3]	6.47%
Due from one to five years, Average Yield	[2],[3]	6.59%
Total securities available for sale, Average Yield	[2],[3]	6.56%
Other Debt Securities
Held-to-Maturity Securities:
Due from one to five years	[4]	$ 48,158
Due from five to ten years	[4]	26,179
Due after ten years	[4]	65,732
Carrying Amount	[4]	140,069
Available-for-Sale Securities:
Due after ten years	[2],[4]	9,463
Total securities available for sale	[2],[4]	$ 9,463
Held-to-Maturity Securities, Average Yield
Due from one to five years, Average Yield		3.40%
Due from five to ten years, Average Yield		9.06%
Due after ten years, Average Yield		4.78%
Total securities held to maturity, Average Yield		5.10%
Available-for-Sale Securities, Average Yield
Due after ten years, Average Yield	[2]	4.70%
Total securities available for sale, Average Yield	[2]	4.70%

[1] Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

[2] As equity securities have no contractual maturity, they have been excluded from this table.

[3] Not presented on a tax-equivalent basis.

[4] Includes corporate bonds and capital trust notes.

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Summary of Held-to-Maturity and Available-for-Sale Securities Having Continuous Unrealized Loss Position (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	$ 13,070	$ 16,190	[1]
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Fair Value	23,324	36,385
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Unrealized Loss	781	1,049
Temporarily Impaired Available-for-Sale Securities, Twelve Months or Longer Fair Value	5,441	5,241
Temporarily Impaired Available-for-Sale Securities, Twelve Months or Longer Unrealized Loss	2,021	2,217
Temporarily Impaired Available-for-Sale Securities, Total Fair Value	28,765	41,626
Temporarily Impaired Available-for-Sale Securities, Total Unrealized Loss	2,802	3,266
Debt Securities
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Fair Value	573,148	581,856
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Unrealized Loss	3,174	4,318
Temporarily Impaired Held-to-Maturity Securities, Twelve Months or Longer Fair Value	26,346	24,364
Temporarily Impaired Held-to-Maturity Securities, Twelve Months or Longer Unrealized Loss	9,896	11,872
Temporarily Impaired Held-to-Maturity Securities, Total Fair Value	599,494	606,220
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	13,070	16,190
Debt Securities | GSE certificates
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Fair Value	236,364	268,891
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Unrealized Loss	1,078	2,399
Temporarily Impaired Held-to-Maturity Securities, Total Fair Value	236,364	268,891
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	1,078	2,399
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Fair Value	7,303	7,326
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Unrealized Loss	445	460
Temporarily Impaired Available-for-Sale Securities, Total Fair Value	7,303	7,326
Temporarily Impaired Available-for-Sale Securities, Total Unrealized Loss	445	460
Debt Securities | Capital trust notes
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Fair Value	24,701
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Unrealized Loss	300
Temporarily Impaired Held-to-Maturity Securities, Twelve Months or Longer Fair Value	26,346	24,364
Temporarily Impaired Held-to-Maturity Securities, Twelve Months or Longer Unrealized Loss	9,896	11,872
Temporarily Impaired Held-to-Maturity Securities, Total Fair Value	51,047	24,364
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	10,196	11,872
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Fair Value	1,976
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Unrealized Loss	25
Temporarily Impaired Available-for-Sale Securities, Twelve Months or Longer Fair Value	5,441	5,241
Temporarily Impaired Available-for-Sale Securities, Twelve Months or Longer Unrealized Loss	2,021	2,217
Temporarily Impaired Available-for-Sale Securities, Total Fair Value	7,417	5,241
Temporarily Impaired Available-for-Sale Securities, Total Unrealized Loss	2,046	2,217
Debt Securities | GSE CMOs
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Fair Value	65,374	42,980
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Unrealized Loss	219	57
Temporarily Impaired Held-to-Maturity Securities, Total Fair Value	65,374	42,980
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	219	57
Debt Securities | U.S. Treasury obligations
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Fair Value	200,055	200,220
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Unrealized Loss	103	73
Temporarily Impaired Held-to-Maturity Securities, Total Fair Value	200,055	200,220
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	103	73
Debt Securities | Municipal bonds
Schedule of Investments [Line Items]
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Fair Value	46,654	69,765
Temporarily Impaired Held-to-Maturity Securities, Less than Twelve Months Unrealized Loss	1,474	1,789
Temporarily Impaired Held-to-Maturity Securities, Total Fair Value	46,654	69,765
Temporarily Impaired Held-to-Maturity Securities, Total Unrealized Loss	1,474	1,789
Equity securities
Schedule of Investments [Line Items]
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Fair Value	14,045	29,059
Temporarily Impaired Available-for-Sale Securities, Less than Twelve Months Unrealized Loss	311	589
Temporarily Impaired Available-for-Sale Securities, Total Fair Value	14,045	29,059
Temporarily Impaired Available-for-Sale Securities, Total Unrealized Loss	$ 311	$ 589

[1] Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

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Composition of Loan Portfolio (Detail) - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 37,304,853	$ 37,356,201
Net deferred loan origination costs		$ 25,636	$ 26,521
Non-Covered Loans, Percentage		100.00%	100.00%
Allowance for losses on non-covered loans		$ (154,450)	$ (158,290)	$ (150,778)	$ (147,124)
Non-covered loans held for investment, net		37,176,039	37,224,432
Covered loans		1,599,101	1,698,133
Allowance for losses on covered loans		(17,906)	(23,701)	(28,498)	(31,395)
Covered loans, net		1,581,195	1,674,432
Loans held for sale		215,981	409,152
Total loans, net		38,973,215	39,308,016
Commercial and Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans	[1]	1,911,635	1,900,445
Commercial and Industrial | Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 1,348,391	$ 1,341,216
Non-Covered Loans, Percentage		3.61%	3.59%
Multi-Family
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 27,036,909	$ 26,945,052
Non-Covered Loans, Percentage		72.47%	72.13%
Commercial Real Estate
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 7,533,380	$ 7,724,362
Non-Covered Loans, Percentage		20.19%	20.68%
One-to-four family
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 416,983	$ 381,081
Non-Covered Loans, Percentage		1.12%	1.02%
Covered loans		$ 1,531,872
Acquisition, Development and Construction
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 383,001	$ 381,194
Non-Covered Loans, Percentage		1.03%	1.02%
Mortgage Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 35,370,273	$ 35,431,689
Non-Covered Loans, Percentage		94.81%	94.85%
Allowance for losses on non-covered loans		$ (121,852)	$ (125,416)	$ (126,185)	$ (124,478)
Lease financing, unearned income
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 563,244	$ 559,229
Non-Covered Loans, Percentage		1.51%	1.50%
Other Commercial and Industrial Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans	[2]	$ 1,911,635	$ 1,900,445
Non-Covered Loans, Percentage		5.12%	5.09%
Purchased Credit-Impaired Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 5,840	$ 5,762
Non-Covered Loans, Percentage		0.02%	0.01%
Other
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 17,105	$ 18,305
Non-Covered Loans, Percentage		0.05%	0.05%
Total Other Loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 1,928,740	$ 1,918,750
Total Other Loans | Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 1,934,580	$ 1,924,512
Non-Covered Loans, Percentage		5.19%	5.15%

[1] Includes lease financing receivables, all of which were classified as "pass."

[2] Includes specialty finance loans of $1.3 billion at both March 31, 2017 and December 31, 2016, and other commercial and industrial loans of $629.6 million and $632.9 million, respectively, at March 31, 2017 and December 31, 2016.

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Composition of Loan Portfolio (Parenthetical) (Detail) - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 37,304,853	$ 37,356,201
Commercial and Industrial
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans	[1]	1,911,635	1,900,445
Commercial and Industrial | Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		1,348,391	1,341,216
Lease financing, unearned income
Accounts, Notes, Loans and Financing Receivable [Line Items]
Unearned income		57,365	60,278
Non-Covered Loans		563,244	559,229
Specialty Finance Loans | Commercial and Industrial | Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		1,300,000	1,300,000
Other Commercial and Industrial Loans | Commercial and Industrial | Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Non-Covered Loans		$ 629,600	$ 632,900

[1] Includes lease financing receivables, all of which were classified as "pass."

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Loans - Additional Information (Detail)	3 Months Ended		12 Months Ended
	Mar. 31, 2017 USD ($) Investment	Mar. 31, 2016 USD ($) Investment	Mar. 31, 2017 USD ($)	Dec. 31, 2016 USD ($)
Financing Receivable, Recorded Investment [Line Items]
Outstanding loans to Executive officers, directors, principal shareholders, related interest and parties	$ 91,300,000		$ 91,300,000	$ 91,800,000
Non-Covered Loans	37,304,853,000		37,304,853,000	37,356,201,000
Delinquent loans selectively extended to certain borrowers, rate reductions, forbearance of arrears, and extension of maturity dates	$ 5,084,000	$ 11,594,000
Number of loans modified as TDRs | Investment	18	5
Covered loans	$ 1,599,101,000		1,599,101,000	1,698,133,000
Provision for (recovery of) losses	(4,008,000)	$ (176,000)
FDIC indemnification expense	4,600,000	2,300,000
Am Trust Bank and Desert Hills Bank
Financing Receivable, Recorded Investment [Line Items]
Total loans, net	2,000,000,000		2,000,000,000	2,100,000,000
Purchased Credit-Impaired Loans
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans	5,840,000		5,840,000	5,762,000
Purchased credit-impaired loans outstanding	6,800,000		6,800,000
One-to-four family
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans	416,983,000		416,983,000	381,081,000
Delinquent loans selectively extended to certain borrowers, rate reductions, forbearance of arrears, and extension of maturity dates	$ 339,000	$ 533,000
Number of loans modified as TDRs | Investment	1	2
Covered loans	$ 1,531,872,000		1,531,872,000
Principal shareholders
Financing Receivable, Recorded Investment [Line Items]
Outstanding loans to Executive officers, directors, principal shareholders, related interest and parties	0		0	0
Financing Receivable Troubled Debt Restructurings Rate Reductions
Financing Receivable, Recorded Investment [Line Items]
Delinquent loans selectively extended to certain borrowers, rate reductions, forbearance of arrears, and extension of maturity dates			21,000,000
Financing Receivable Troubled Debt Restructurings Forbearance of Arrears
Financing Receivable, Recorded Investment [Line Items]
Delinquent loans selectively extended to certain borrowers, rate reductions, forbearance of arrears, and extension of maturity dates			2,800,000
Residential Mortgage
Financing Receivable, Recorded Investment [Line Items]
Mortgage loans on real estate, foreclosures	71,400,000			78,600,000
Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Current	1,400,000,000		1,400,000,000
Provision for (recovery of) losses	(5,795,000)	$ (2,897,000)
Covered Loans | Loans 90 Days Or More Past Due
Financing Receivable, Recorded Investment [Line Items]
Total Past Due	127,467,000		127,467,000	131,465,000
Covered Loans | Loans 90 Days Or More Past Due | One-to-four family
Financing Receivable, Recorded Investment [Line Items]
Total Past Due	120,841,000		120,841,000	124,820,000
Covered Loans | Performing Financial Instruments | Financing Receivable Recorded Investment 30 to 89 days past due
Financing Receivable, Recorded Investment [Line Items]
Total Past Due	24,600,000		24,600,000
Covered Loans | Performing Financial Instruments | Loans 90 Days Or More Past Due
Financing Receivable, Recorded Investment [Line Items]
Total Past Due	127,500,000		127,500,000
Non-Covered Loans
Financing Receivable, Recorded Investment [Line Items]
Total Past Due	76,611,000		76,611,000	66,852,000
Current	37,222,402,000		37,222,402,000	37,283,587,000
Provision for (recovery of) losses	$ 1,787,000	$ 2,721,000
Non-Covered Loans | One-to-four family
Financing Receivable, Recorded Investment [Line Items]
Number of loans modified as TDRs | Investment	1
Loan modified as TDRs subsequently defaulted	$ 103,000
Total Past Due	10,885,000		10,885,000	12,523,000
Current	406,098,000		406,098,000	368,558,000
Non-Covered Loans | Home Equity Loans
Financing Receivable, Recorded Investment [Line Items]
Number of loans modified as TDRs | Investment		1
Loan modified as TDRs subsequently defaulted		$ 142,000
Non-Covered Loans | Loans 90 Days Or More Past Due | Purchased Credit-Impaired Loans
Financing Receivable, Recorded Investment [Line Items]
Total Past Due	$ 863,000		$ 863,000	$ 869,000

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Quality of Non-Covered Loans (Excluding PCI Loans) (Detail) - USD ($) $ in Thousands		Mar. 31, 2017		Dec. 31, 2016
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans		$ 37,299,013		$ 37,350,439
Multi-Family
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans		27,036,909		26,945,052
Commercial Real Estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans		7,533,380		7,724,362
One-to-four family
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans		416,983		381,081
Acquisition, Development and Construction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans		383,001		381,194
Commercial and Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans	[2]	1,911,635	[1]	1,900,445	[3]
Other
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non-Covered Loans		17,105		18,305
Non-Covered Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual		60,144	[4]	56,469	[5]
Total Past Due		76,611		66,852
Current		37,222,402		37,283,587
Non-Covered Loans | Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		16,467	[4]	10,383	[5]
Non-Covered Loans | Multi-Family
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual		11,555	[4]	13,558	[5]
Total Past Due		11,563		13,586
Current		27,025,346		26,931,466
Non-Covered Loans | Multi-Family | Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		8	[4]	28	[5]
Non-Covered Loans | Commercial Real Estate
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual		3,327	[4]	9,297	[5]
Total Past Due		4,529		9,297
Current		7,528,851		7,715,065
Non-Covered Loans | Commercial Real Estate | Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	[4]	1,202
Non-Covered Loans | One-to-four family
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual		10,093	[4]	9,679	[5]
Total Past Due		10,885		12,523
Current		406,098		368,558
Non-Covered Loans | One-to-four family | Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		792	[4]	2,844	[5]
Non-Covered Loans | Acquisition, Development and Construction
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual		6,200	[4]	6,200	[5]
Total Past Due		6,200		6,200
Current		376,801		374,994
Non-Covered Loans | Commercial and Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual	[2]	27,652	[1],[4]	16,422	[3],[5]
Total Past Due	[2]	42,031	[1]	23,685	[3]
Current	[2]	1,869,604	[1]	1,876,760	[3]
Non-Covered Loans | Commercial and Industrial | Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	[2]	14,379	[1],[4]	7,263	[3],[5]
Non-Covered Loans | Other
Financing Receivable, Recorded Investment, Past Due [Line Items]
Non- Accrual		1,317	[4]	1,313	[5]
Total Past Due		1,403		1,561
Current		15,702		16,744
Non-Covered Loans | Other | Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		$ 86	[4]	$ 248	[5]

[1] Includes $13.3 million and $24.4 million of taxi medallion loans or taxi medallion-related loans that were 30 to 89 days past due and 90 days or more past due, respectively.

[2] Includes lease financing receivables, all of which were current.

[3] Includes $6.8 million and $15.2 million of taxi medallion loans that were 30 to 89 days past due and 90 days or more past due, respectively.

[4] Excludes $4 thousand and $863 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

[5] Excludes $6 thousand and $869 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

XML

Quality of Non-Covered Loans (Excluding PCI Loans) (Parenthetical) (Detail) - USD ($) $ in Thousands		Mar. 31, 2017		Dec. 31, 2016
Non-Covered Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		$ 76,611		$ 66,852
Non-Covered Loans | Commercial and Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	[2]	42,031	[1]	23,685	[3]
Financing Receivable, 30-89 Days Past Due | Non-Covered Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		16,467	[4]	10,383	[5]
Financing Receivable, 30-89 Days Past Due | Non-Covered Loans | Commercial and Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	[2]	14,379	[1],[4]	7,263	[3],[5]
Financing Receivable, 30-89 Days Past Due | Non-Covered Loans | Purchased Credit-Impaired Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		4		6
Financing Receivable, 30-89 Days Past Due | Taxi Medallion Loans | Commercial and Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		13,300		6,800
Loans 90 Days Or More Past Due | Non-Covered Loans | Purchased Credit-Impaired Loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		863		869
Loans 90 Days Or More Past Due | Taxi Medallion Loans | Commercial and Industrial
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due		$ 24,400		$ 15,200

[1] Includes $13.3 million and $24.4 million of taxi medallion loans or taxi medallion-related loans that were 30 to 89 days past due and 90 days or more past due, respectively.

[2] Includes lease financing receivables, all of which were current.

[3] Includes $6.8 million and $15.2 million of taxi medallion loans that were 30 to 89 days past due and 90 days or more past due, respectively.

[4] Excludes $4 thousand and $863 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

[5] Excludes $6 thousand and $869 thousand of non-covered PCI loans that were 30 to 89 days past due and 90 days or more past due, respectively.

XML

Non-Covered Loan Portfolio by Credit Quality Indicator (Detail) - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		$ 37,304,853	$ 37,356,201
Multi-Family
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		27,036,909	26,945,052
Multi-Family | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		26,865,172	26,754,622
Multi-Family | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		160,329	164,325
Multi-Family | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		11,408	26,105
Commercial Real Estate
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		7,533,380	7,724,362
Commercial Real Estate | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		7,516,823	7,701,773
Commercial Real Estate | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		12,550	12,604
Commercial Real Estate | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		4,007	9,985
One-to-four family
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		416,983	381,081
One-to-four family | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		406,669	371,179
One-to-four family | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		10,314	9,902
Acquisition, Development and Construction
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		383,001	381,194
Acquisition, Development and Construction | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		334,112	341,784
Acquisition, Development and Construction | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		42,689	33,210
Acquisition, Development and Construction | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		6,200	6,200
Mortgage Receivable
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		35,370,273	35,431,689
Mortgage Receivable | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		35,122,776	35,169,358
Mortgage Receivable | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		215,568	210,139
Mortgage Receivable | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		31,929	52,192
Commercial and Industrial
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans	[1]	1,911,635	1,900,445
Commercial and Industrial | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans	[1]	1,785,111	1,771,975
Commercial and Industrial | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans	[1]	41,573	54,979
Commercial and Industrial | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans	[1]	84,951	73,491
Other
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		17,105	18,305
Other | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		15,788	16,992
Other | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		1,317	1,313
Total Other Loans
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		1,928,740	1,918,750
Total Other Loans | Pass
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		1,800,899	1,788,967
Total Other Loans | Special Mention
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		41,573	54,979
Total Other Loans | Substandard
Financing Receivable, Recorded Investment [Line Items]
Non-Covered Loans		$ 86,268	$ 74,804

[1] Includes lease financing receivables, all of which were classified as "pass."

XML

Information Regarding Troubled Debt Restructurings (Detail) - Non-Covered Loans - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	$ 23,822	$ 19,920
Multi-Family
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	10,216	10,736
Commercial Real Estate
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	921	1,861
One-to-four family
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	2,729	1,971
Commercial and Industrial
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	9,754	5,150
Other loans
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	202	202
Accruing
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	3,626	3,466
Accruing | Multi-Family
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	1,971	1,981
Accruing | One-to-four family
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	221	222
Accruing | Commercial and Industrial
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	1,434	1,263
Non-Accrual
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	20,196	16,454
Non-Accrual | Multi-Family
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	8,245	8,755
Non-Accrual | Commercial Real Estate
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	921	1,861
Non-Accrual | One-to-four family
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	2,508	1,749
Non-Accrual | Commercial and Industrial
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	8,320	3,887
Non-Accrual | Other loans
Financing Receivable, Modifications [Line Items]
Troubled debt restructurings	$ 202	$ 202

XML

Summary of Financial Effects of Troubled Debt Restructurings (Detail) $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($) Investment	Mar. 31, 2016 USD ($) Investment
Financing Receivable, Modifications [Line Items]
Number of loans classified as a non-accrual TDRs | Investment	18	5
Pre-Modification Recorded Investment	$ 8,262	$ 11,813
Post-Modification Recorded Investment	5,084	11,594
Trouble debt restructuring, charge-off amount	3,280	47
Capitalized interest	$ 5	$ 4
One-to-four family
Financing Receivable, Modifications [Line Items]
Number of loans classified as a non-accrual TDRs | Investment	1	2
Pre-Modification Recorded Investment	$ 264	$ 476
Post-Modification Recorded Investment	$ 339	$ 533
Weighted Average Interest Rate, Pre-Modification	6.00%	3.52%
Weighted Average Interest Rate, Post-Modification	2.63%	3.29%
Capitalized interest	$ 5	$ 4
Commercial and Industrial
Financing Receivable, Modifications [Line Items]
Number of loans classified as a non-accrual TDRs | Investment	17	1
Pre-Modification Recorded Investment	$ 7,998	$ 745
Post-Modification Recorded Investment	$ 4,745	$ 695
Weighted Average Interest Rate, Pre-Modification	3.30%	3.30%
Weighted Average Interest Rate, Post-Modification	3.46%	3.10%
Trouble debt restructuring, charge-off amount	$ 3,280	$ 47
Multi-Family
Financing Receivable, Modifications [Line Items]
Number of loans classified as a non-accrual TDRs | Investment		2
Pre-Modification Recorded Investment		$ 10,592
Post-Modification Recorded Investment		$ 10,366
Weighted Average Interest Rate, Pre-Modification		4.63%
Weighted Average Interest Rate, Post-Modification		4.08%

XML

Covered Loans Acquired in Acquisitions of AmTrust Bank ("Am Trust") and Desert Hills Bank ("Desert Hills") (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	$ 1,599,101	$ 1,698,133
Percent of Covered Loans	100.00%
One-to-four family
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	$ 1,531,872
Percent of Covered Loans	95.80%
Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Covered loans	$ 67,229
Percent of Covered Loans	4.20%

XML

Changes in Accretable Yield for Covered Loans (Detail) - Covered Loans $ in Thousands	3 Months Ended
	Mar. 31, 2017 USD ($)
Accounts, Notes, Loans and Financing Receivable [Line Items]
Balance at beginning of period	$ 647,470
Reclassification from non-accretable difference	15,858
Accretion	(31,615)
Balance at end of period	$ 631,713

XML

Covered Loans Thirty to Eighty Nine Days, Ninety Days or More Past Due (Detail) - Covered Loans - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Loans 90 Days Or More Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 127,467	$ 131,465
Loans 90 Days Or More Past Due | One-to-four family
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	120,841	124,820
Loans 90 Days Or More Past Due | Other loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	6,626	6,645
Financing Receivable, 30-89 Days Past Due
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	24,636	22,648
Financing Receivable, 30-89 Days Past Due | One-to-four family
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	22,287	21,112
Financing Receivable, 30-89 Days Past Due | Other loans
Financing Receivable, Recorded Investment, Past Due [Line Items]
Total Past Due	$ 2,349	$ 1,536

XML

Activity in Allowance for Losses for Non-Covered Loans and Covered Loans (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Individually evaluated for impairment	$ 189	$ 577
Allowance for Loan Losses, Collectively evaluated for impairment	152,503	155,947
Allowance for Loan Losses	172,356	181,991
Acquired loans with deteriorated credit quality
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, other	19,664	25,467
Mortgage Receivable
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Collectively evaluated for impairment	120,489	123,925
Allowance for Loan Losses	131,746	135,909
Mortgage Receivable | Acquired loans with deteriorated credit quality
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, other	11,257	11,984
Other loans
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, Individually evaluated for impairment	189	577
Allowance for Loan Losses, Collectively evaluated for impairment	32,014	32,022
Allowance for Loan Losses	40,610	46,082
Other loans | Acquired loans with deteriorated credit quality
Financing Receivable, Allowance for Credit Losses [Line Items]
Allowance for Loan Losses, other	$ 8,407	$ 13,483

XML

Additional Information Regarding Methods used to Evaluate Loan Portfolio for Impairment (Detail) - Additional Information Loan Portfolio - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, Individually evaluated for impairment	$ 52,836	$ 48,252
Loans Receivable, Collectively evaluated for impairment	37,246,177	37,302,187
Total loans, net	38,903,954	39,054,334
Acquired loans with deteriorated credit quality
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, other	1,604,941	1,703,895
Mortgage Receivable
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, Individually evaluated for impairment	23,436	29,660
Loans Receivable, Collectively evaluated for impairment	35,346,837	35,402,029
Total loans, net	36,907,225	37,046,444
Mortgage Receivable | Acquired loans with deteriorated credit quality
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, other	1,536,952	1,614,755
Other loans
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, Individually evaluated for impairment	29,400	18,592
Loans Receivable, Collectively evaluated for impairment	1,899,340	1,900,158
Total loans, net	1,996,729	2,007,890
Other loans | Acquired loans with deteriorated credit quality
Accounts, Notes, Loans and Financing Receivable [Line Items]
Loans Receivable, other	$ 67,989	$ 89,140

XML

Activity in Allowance for Losses on Non-Covered Loans (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Valuation Allowance [Line Items]
Balance, beginning of period	$ 158,290	$ 147,124
Charge-offs	(5,830)	(194)
Recoveries	203	1,127
(Recovery of) provision for non-covered loan losses	(4,008)	(176)
Balance, end of period	154,450	150,778
Non-Covered Loans
Valuation Allowance [Line Items]
(Recovery of) provision for non-covered loan losses	1,787	2,721
Mortgage Receivable
Valuation Allowance [Line Items]
Balance, beginning of period	125,416	124,478
Charge-offs		(46)
Recoveries	115	879
Balance, end of period	121,852	126,185
Mortgage Receivable | Non-Covered Loans
Valuation Allowance [Line Items]
(Recovery of) provision for non-covered loan losses	(3,679)	874
Other loans
Valuation Allowance [Line Items]
Balance, beginning of period	32,874	22,646
Charge-offs	(5,830)	(148)
Recoveries	88	248
Balance, end of period	32,598	24,593
Other loans | Non-Covered Loans
Valuation Allowance [Line Items]
(Recovery of) provision for non-covered loan losses	$ 5,466	$ 1,847

XML

Additional Information about Impaired Loans (Detail) - USD ($) $ in Thousands	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance, Recorded Investment	$ 51,579	$ 36,399
Impaired loans with no related allowance, Unpaid Principal Balance	78,580	55,723
Impaired loans with no related allowance, Average Recorded Investment	43,989	34,782
Impaired loans with no related allowance, Interest Income Recognized	370	1,400
Impaired loans with an allowance recorded, Recorded Investment	1,257	11,853
Impaired loans with an allowance recorded, Unpaid Principal Balance	1,257	13,529
Impaired loans with an allowance recorded, Related Allowance	189	577
Impaired loans with an allowance recorded, Average Recorded Investment	6,555	4,574
Impaired loans with an allowance recorded, Interest Income Recognized	10	213
Total impaired loans, Recorded Investment	52,836	48,252
Total impaired loans, Unpaid Principal Balance	79,837	69,252
Total impaired loans, Related Allowance	189	577
Total impaired loans, Average Recorded Investment	50,544	39,356
Total impaired loans, Interest Income Recognized	380	1,613
Multi-Family
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance, Recorded Investment	10,223	10,742
Impaired loans with no related allowance, Unpaid Principal Balance	12,724	13,133
Impaired loans with no related allowance, Average Recorded Investment	10,482	11,431
Impaired loans with no related allowance, Interest Income Recognized	143	627
Total impaired loans, Recorded Investment	10,223	10,742
Total impaired loans, Unpaid Principal Balance	12,724	13,133
Total impaired loans, Average Recorded Investment	10,482	11,431
Total impaired loans, Interest Income Recognized	143	627
Commercial Real Estate
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance, Recorded Investment	3,176	9,117
Impaired loans with no related allowance, Unpaid Principal Balance	8,946	14,868
Impaired loans with no related allowance, Average Recorded Investment	6,147	10,461
Impaired loans with no related allowance, Interest Income Recognized	23	143
Total impaired loans, Recorded Investment	3,176	9,117
Total impaired loans, Unpaid Principal Balance	8,946	14,868
Total impaired loans, Average Recorded Investment	6,147	10,461
Total impaired loans, Interest Income Recognized	23	143
One-to-four family
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance, Recorded Investment	3,837	3,601
Impaired loans with no related allowance, Unpaid Principal Balance	4,504	4,267
Impaired loans with no related allowance, Average Recorded Investment	3,719	3,079
Impaired loans with no related allowance, Interest Income Recognized	28	124
Total impaired loans, Recorded Investment	3,837	3,601
Total impaired loans, Unpaid Principal Balance	4,504	4,267
Total impaired loans, Average Recorded Investment	3,719	3,079
Total impaired loans, Interest Income Recognized	28	124
Acquisition, Development and Construction
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance, Recorded Investment	6,200	6,200
Impaired loans with no related allowance, Unpaid Principal Balance	15,500	15,500
Impaired loans with no related allowance, Average Recorded Investment	6,200	1,550
Impaired loans with no related allowance, Interest Income Recognized		414
Total impaired loans, Recorded Investment	6,200	6,200
Total impaired loans, Unpaid Principal Balance	15,500	15,500
Total impaired loans, Average Recorded Investment	6,200	1,550
Total impaired loans, Interest Income Recognized		414
Other loans
Financing Receivable, Impaired [Line Items]
Impaired loans with no related allowance, Recorded Investment	28,143	6,739
Impaired loans with no related allowance, Unpaid Principal Balance	36,906	7,955
Impaired loans with no related allowance, Average Recorded Investment	17,441	8,261
Impaired loans with no related allowance, Interest Income Recognized	176	92
Impaired loans with an allowance recorded, Recorded Investment	1,257	11,853
Impaired loans with an allowance recorded, Unpaid Principal Balance	1,257	13,529
Impaired loans with an allowance recorded, Related Allowance	189	577
Impaired loans with an allowance recorded, Average Recorded Investment	6,555	4,574
Impaired loans with an allowance recorded, Interest Income Recognized	10	213
Total impaired loans, Recorded Investment	29,400	18,592
Total impaired loans, Unpaid Principal Balance	38,163	21,484
Total impaired loans, Related Allowance	189	577
Total impaired loans, Average Recorded Investment	23,996	12,835
Total impaired loans, Interest Income Recognized	$ 186	$ 305

XML

Activity in Allowance for Losses on Covered Loans (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Valuation Allowance [Line Items]
Balance, beginning of period	$ 23,701	$ 31,395
Provision for (recovery of) losses	(4,008)	(176)
Balance, end of period	17,906	28,498
Covered
Valuation Allowance [Line Items]
Provision for (recovery of) losses	$ (5,795)	$ (2,897)

XML

Summary of Borrowed Funds (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Debt Outstanding [Line Items]
FHLB advances	$ 11,354,500	$ 11,664,500
Repurchase agreements	1,500,000	1,500,000
Fed funds purchased		150,000
Total wholesale borrowings	12,854,500	13,314,500
Junior subordinated debentures	358,952	358,879
Total borrowed funds	$ 13,213,452	$ 13,673,379

XML

Summary of Repurchase Agreements Accounted for Secured Borrowings (Detail) - GSE debentures and mortgage-related securities $ in Thousands	Mar. 31, 2017 USD ($)
30-90 Days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Remaining Contractual Maturity of the Agreements	$ 1,250,000
Greater than 90 Days
Transfer of Certain Financial Assets Accounted for as Secured Borrowings [Line Items]
Remaining Contractual Maturity of the Agreements	$ 250,000

XML

Borrowed Funds - Additional Information (Detail) - USD ($)	Mar. 31, 2017	Dec. 31, 2016
Debt Instrument [Line Items]
Restricted cash	$ 0	$ 0
Junior subordinated debentures	$ 358,952,000	$ 358,879,000

XML

Junior Subordinated Debentures Outstanding (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Dec. 31, 2016
Subordinated Borrowing [Line Items]
Junior Subordinated Debentures Amount Outstanding		$ 358,952	$ 358,879
Capital Securities Amount Outstanding		$ 346,175
New York Community Capital Trust V (BONUSESSM Units)
Subordinated Borrowing [Line Items]
Interest Rate of Capital Securities and Debentures		6.00%
Junior Subordinated Debentures Amount Outstanding		$ 145,026
Capital Securities Amount Outstanding		$ 138,675
Date of Original Issue		Nov. 04, 2002
Stated Maturity		Nov. 01, 2051
First Optional Redemption Date	[1]	Nov. 04, 2007
New York Community Capital Trust X
Subordinated Borrowing [Line Items]
Interest Rate of Capital Securities and Debentures		2.731%
Junior Subordinated Debentures Amount Outstanding		$ 123,712
Capital Securities Amount Outstanding		$ 120,000
Date of Original Issue		Dec. 14, 2006
Stated Maturity		Dec. 15, 2036
First Optional Redemption Date	[2]	Dec. 15, 2011
PennFed Capital Trust III
Subordinated Borrowing [Line Items]
Interest Rate of Capital Securities and Debentures		4.381%
Junior Subordinated Debentures Amount Outstanding		$ 30,928
Capital Securities Amount Outstanding		$ 30,000
Date of Original Issue		Jun. 02, 2003
Stated Maturity		Jun. 15, 2033
First Optional Redemption Date	[2]	Jun. 15, 2008
New York Community Capital Trust XI
Subordinated Borrowing [Line Items]
Interest Rate of Capital Securities and Debentures		2.802%
Junior Subordinated Debentures Amount Outstanding		$ 59,286
Capital Securities Amount Outstanding		$ 57,500
Date of Original Issue		Apr. 16, 2007
Stated Maturity		Jun. 30, 2037
First Optional Redemption Date	[2]	Jun. 30, 2012

[1] Callable subject to certain conditions as described in the prospectus filed with the U.S. Securities and Exchange Commission (the "SEC") on November 4, 2002.

[2] Callable from this date forward.

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Mortgage Servicing Rights - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Mortgage servicing rights	$ 234,306,000		$ 233,961,000
Mortgage Banking Income
Finite-Lived Intangible Assets [Line Items]
Contractually specified servicing fees, late fees, and ancillary fees earned in exchange for servicing financial assets	311,000	$ 310,000
Mortgage Receivable
Finite-Lived Intangible Assets [Line Items]
Unpaid principal balance of loans serviced for others	25,200,000,000		$ 25,100,000,000
Impairment of intangible assets	$ 0	$ 0

XML

Changes in Residential and Participation Mortgage Servicing Rights (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016
Finite-Lived Intangible Assets [Line Items]
Carrying value, beginning of year		$ 228,099
Carrying value, end of period		228,800
Mortgage Servicing Rights Residential
Finite-Lived Intangible Assets [Line Items]
Carrying value, beginning of year		228,099	$ 243,389
Additions		7,574	7,948
Due to changes in interest rates		2,013	(24,286)
Due to model assumption changes	[1]		(8,838)
Due to loan payoffs		(6,963)	(8,750)
Due to passage of time and other changes		(1,923)	(1,376)
Carrying value, end of period		228,800	208,087
Mortgage Servicing Rights Participation
Finite-Lived Intangible Assets [Line Items]
Carrying value, beginning of year		5,862	4,345
Additions		406	1,250
Amortization		(762)	(414)
Carrying value, end of period		$ 5,506	$ 5,181

[1] Represents changes in fair value driven by changes to the inputs to the valuation model related to assumed prepayment speeds.

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Key Assumptions Used in Calculating Fair Value of Residential Mortgage Servicing Rights (Detail) - $ / LoanPerYear	3 Months Ended	12 Months Ended
	Mar. 31, 2017	Dec. 31, 2016
Mortgage Loans on Real Estate [Line Items]
Expected weighted average life	82 months	82 months
Constant prepayment speed	8.90%	8.70%
Discount rate	10.05%	10.05%
Primary mortgage rate to refinance	4.13%	4.11%
Cost to service per loan per year, current	64	64
30-59 days or less delinquent
Mortgage Loans on Real Estate [Line Items]
Cost to service per loan per year	214	214
60-89 days delinquent
Mortgage Loans on Real Estate [Line Items]
Cost to service per loan per year	364	364
90-119 days delinquent
Mortgage Loans on Real Estate [Line Items]
Cost to service per loan per year	464	464
120 days or more delinquent
Mortgage Loans on Real Estate [Line Items]
Cost to service per loan per year	864	864

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Pension and Post-Retirement Plans (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Pension Benefits
Components of net periodic (credit) expense:
Interest cost	$ 1,404	$ 1,470
Expected return on plan assets	(4,073)	(3,906)
Amortization of net actuarial loss	2,053	2,262
Net periodic (credit) expense	(616)	(174)
Post-Retirement Benefits
Components of net periodic (credit) expense:
Interest cost	144	160
Service cost		1
Amortization of prior-service costs	(62)	(62)
Amortization of net actuarial loss	68	81
Net periodic (credit) expense	$ 150	$ 180

XML

Pension and Other Post-Retirement Benefits - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2017 USD ($)
Post-Retirement Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to defined benefit plan for the fiscal year	$ 1,300,000
Pension Benefits
Defined Benefit Plan Disclosure [Line Items]
Expected contribution to defined benefit plan for the fiscal year	$ 0

XML

Stock-Based Compensation - Additional Information (Detail) - USD ($) $ / shares in Units, $ in Millions	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares available for grant	6,982,031
Shares granted	2,685,749
Shares granted, weighted average grant date fair value	$ 15.35
Unrecognized compensation cost relating to unvested restricted stock	$ 109.5
Unrecognized compensation cost relating to unvested restricted stock, recognition period (in years)	3 years 7 months 6 days
Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted, vesting period	5 years
Compensation and benefits expense	$ 8.7	$ 8.2
Stock Incentive Plan Twenty Twelve | Restricted Stock
Share-based Compensation Arrangement by Share-based Payment Award [Line Items]
Shares granted	2,685,749
Shares granted, weighted average grant date fair value	$ 15.35

XML

Summary of Activity for Restricted Stock Awards (Detail)	3 Months Ended
	Mar. 31, 2017 $ / shares shares
Number of Shares
Unvested at beginning of year | shares	6,930,306
Granted | shares	2,685,749
Vested | shares	(2,051,414)
Canceled | shares	(21,020)
Unvested at end of period | shares	7,543,621
Weighted Average Grant Date Fair Value
Unvested at beginning of year | $ / shares	$ 15.37
Granted | $ / shares	15.35
Vested | $ / shares	14.98
Canceled | $ / shares	15.58
Unvested at end of period | $ / shares	$ 15.47

XML

Assets and Liabilities Measured at Fair Value on Recurring Basis (Detail) - USD ($) $ in Thousands		Mar. 31, 2017		Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		$ 50,224		$ 104,281
Loans held for sale		215,981		409,152
Mortgage servicing rights		228,800		228,099
Fair Value, Measurements, Recurring
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets-other, netting adjustment	[2]	(2,892)	[1]	(17,861)	[3]
Derivative liabilities, netting adjustment	[2]	2,531		16,588
Mutual funds and common stock		50,224		104,281
Loans held for sale		215,981		409,152
Mortgage servicing rights		228,800		228,099
Interest rate lock commitments		2,449		982
Derivative assets-other		2,161	[1]	1,579	[3]
Derivative liabilities		(6,390)		(7,140)
Fair Value, Measurements, Recurring | Mortgage-Related Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		7,303		7,326
Fair Value, Measurements, Recurring | Mortgage-Related Securities | GSE certificates
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		7,303		7,326
Fair Value, Measurements, Recurring | Other Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		42,921		96,955
Fair Value, Measurements, Recurring | Other Securities | Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		631		631
Fair Value, Measurements, Recurring | Other Securities | Capital trust notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		7,417		7,243
Fair Value, Measurements, Recurring | Other Securities | Preferred Stock (Par Value: $0.01):
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		17,836		71,984
Fair Value, Measurements, Recurring | Other Securities | Mutual Funds and Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		17,037		17,097
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		17,836		42,724
Derivative assets-other		2,943	[1]	2,611	[3]
Derivative liabilities		(6,433)		(6,009)
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Other Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		17,836		42,724
Fair Value, Measurements, Recurring | Quoted Prices in Active Markets for Identical Assets (Level 1) | Other Securities | Preferred Stock (Par Value: $0.01):
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		17,836		42,724
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		32,388		61,557
Loans held for sale		215,981		409,152
Derivative assets-other		2,110	[1]	16,829	[3]
Derivative liabilities		(2,488)		(17,719)
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Mortgage-Related Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		7,303		7,326
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Mortgage-Related Securities | GSE certificates
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		7,303		7,326
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Other Securities
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		25,085		54,231
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Other Securities | Municipal bonds
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		631		631
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Other Securities | Capital trust notes
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		7,417		7,243
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Other Securities | Preferred Stock (Par Value: $0.01):
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock				29,260
Fair Value, Measurements, Recurring | Significant Other Observable Inputs (Level 2) | Other Securities | Mutual Funds and Common Stock
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mutual funds and common stock		17,037		17,097
Fair Value, Measurements, Recurring | Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Mortgage servicing rights		228,800		228,099
Interest rate lock commitments		$ 2,449		$ 982

[1] Includes $2.1 million to purchase Treasury options.

[2] Includes cash collateral received from, and paid to, counterparties.

[3] Includes $1.9 million to purchase Treasury options.

XML

Assets and Liabilities Measured at Fair Value on Recurring Basis (Parenthetical) (Detail) - Treasury Options - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets-other	$ 2.1	$ 1.9
Quoted Prices in Active Markets for Identical Assets (Level 1)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Derivative assets-other	$ 2.1	$ 1.9

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Difference between Fair Value Option and Unpaid Principal Balance (Detail) - USD ($) $ in Thousands	Mar. 31, 2017	Dec. 31, 2016
Fair Value, Option, Quantitative Disclosures [Line Items]
Fair Value Carrying Amount	$ 215,981	$ 409,152
Aggregate Unpaid Principal	210,628	408,928
Fair Value Carrying Amount Less Aggregate Unpaid Principal	$ 5,353	$ 224

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Changes in Fair Value of Loans Held for Sale (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016	[2]
Fair Value, Option, Quantitative Disclosures [Line Items]
Mortgage Banking Income	[1]	$ (2,789)	$ (34,224)
Loans held for sale
Fair Value, Option, Quantitative Disclosures [Line Items]
Mortgage Banking Income	[1]	(63)	2,869
Mortgage servicing rights
Fair Value, Option, Quantitative Disclosures [Line Items]
Mortgage Banking Income	[1]	$ (2,726)	$ (37,093)

[1] Does not include the effect of hedging activities, which is included in "Other non-interest income."

[2] The presentation of the amounts for the three months ended March 31, 2016 has been modified to conform to the presentation for the three months ended March 31, 2017.

XML

Rollforward of Financial Instruments Classified in Level Three of Valuation Hierarchy (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Interest rate lock commitments
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Beginning Balance	$ 982	$ 2,526
Total Realized/Unrealized Gains/ (Losses) Recorded in Income/ (Loss)	1,467	4,163
Total Realized/Unrealized Gains/ (Losses) Recorded in Comprehensive (Loss) Income	0	0
Transfers to/(from) level 3	0	0
Fair Value, Ending Balance	2,449	6,689
Change in Unrealized Gains/(Losses) Related to Instruments Held	2,430	6,586
Mortgage servicing rights
Fair Value, Assets Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Fair Value, Beginning Balance	228,099	243,389
Total Realized/Unrealized Gains/ (Losses) Recorded in Income/ (Loss)	(2,726)	(37,093)
Total Realized/Unrealized Gains/ (Losses) Recorded in Comprehensive (Loss) Income	0	0
Issuances	7,574	7,948
Settlements	(4,147)	(6,157)
Transfers to/(from) level 3	0	0
Fair Value, Ending Balance	228,800	208,087
Change in Unrealized Gains/(Losses) Related to Instruments Held	$ (2,726)	$ (37,093)

XML

Fair Value Measurements - Additional Information (Detail) - USD ($)	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Liabilities, transfers out of Level 3	$ 0	$ 0

XML

Significant Unobservable Inputs used in Fair Value Measurement (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Dec. 31, 2016	Mar. 31, 2016	Dec. 31, 2015
Interest rate lock commitments
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair value		$ 2,449	$ 982	$ 6,689	$ 2,526
Valuation Technique		Discounted Cash Flow
Weighted Average Closing Ratio		75.91%
Mortgage servicing rights
Fair Value Measurements, Recurring and Nonrecurring, Valuation Techniques [Line Items]
Fair value		$ 228,800	$ 228,099	$ 208,087	$ 243,389
Valuation Technique		Discounted Cash Flow
Weighted Average Constant Prepayment Rate	[1]	8.90%
Weighted Average Discount Rate		10.05%

[1] Represents annualized loan repayment rate assumptions.

XML

Assets and Liabilities Measured at Fair Value on Non-Recurring Basis (Detail) - Fair Value, Measurements, Nonrecurring - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Certain impaired loans	[1]	$ 12,418	$ 15,635
Other assets	[2]	1,177	5,684
Total		13,595	21,319
Significant Unobservable Inputs (Level 3)
Fair Value, Assets and Liabilities Measured on Recurring and Nonrecurring Basis [Line Items]
Certain impaired loans	[1]	12,418	15,635
Other assets	[2]	1,177	5,684
Total		$ 13,595	$ 21,319

[1] Represents the fair value of impaired loans, based on the value of the collateral.

[2] Represents the fair value of OREO, based on the appraised value of the collateral subsequent to its initial classification as OREO.

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Summary of Carrying Values, Estimated Fair Values and Fair Value Measurement Levels of Financial Instruments (Detail) - USD ($) $ in Thousands		Mar. 31, 2017	Dec. 31, 2016		Mar. 31, 2016	Dec. 31, 2015
Financial Assets:
Cash and cash equivalents		$ 984,296	$ 557,850		$ 650,880	$ 537,674
Securities held to maturity		3,642,104	3,712,776	[1]
FHLB stock	[2]	577,943	590,934
Loans, net		38,973,215	39,308,016
Financial Liabilities:
Deposits		28,726,546	28,887,903
Borrowed funds		13,213,452	13,673,379
Financial Assets:
Cash and cash equivalents		984,296	557,850
Securities held to maturity		3,750,049	3,813,959	[1]
FHLB stock	[2]	577,943	590,934
Loans, net		39,177,036	39,416,469
Financial Liabilities:
Deposits		28,718,398	28,888,064
Borrowed funds		13,163,397	13,633,943
Quoted Prices in Active Markets for Identical Assets (Level 1)
Financial Assets:
Cash and cash equivalents		984,296	557,850
Securities held to maturity		200,055	200,220
Financial Liabilities:
Deposits	[3]	21,164,339	21,310,733
Significant Other Observable Inputs (Level 2)
Financial Assets:
Securities held to maturity		3,549,994	3,613,739
FHLB stock	[2]	577,943	590,934
Financial Liabilities:
Deposits	[4]	7,554,059	7,577,331
Borrowed funds		13,163,397	13,633,943
Significant Unobservable Inputs (Level 3)
Financial Assets:
Loans, net		$ 39,177,036	$ 39,416,469

[1] Held-to-maturity securities are reported at a carrying amount equal to amortized cost less the non-credit portion of OTTI recorded in AOCL. At December 31, 2016, the non-credit portion of OTTI recorded in AOCL was $8.6 million (before taxes).

[2] Carrying value and estimated fair value are at cost.

[3] NOW and money market accounts, savings accounts, and non-interest-bearing accounts.

[4] Certificates of deposit.

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Derivative Financial Instruments - Additional Information (Detail)	Mar. 31, 2017 USD ($)
Nondesignated
Derivative Instruments, Gain (Loss) [Line Items]
Derivative financial instruments held, notional amount	$ 1,784,118,000

XML

Derivative Financial Instruments (Detail) - Nondesignated	Mar. 31, 2017 USD ($)
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	$ 1,784,118,000
Interest rate lock commitments
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	289,118,000
Treasury Options
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	370,000,000
Eurodollar Futures
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	50,000,000
Interest Rate Swap
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	350,000,000
Forward commitments to sell loans/mortgage-backed securities
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	410,000,000
Forward commitments to buy loans/mortgage-backed securities
Derivatives, Fair Value [Line Items]
Derivative financial instruments held, notional amount	315,000,000
Other assets
Derivatives, Fair Value [Line Items]
Unrealized Gain	5,378,000	[1]
Other assets | Interest rate lock commitments
Derivatives, Fair Value [Line Items]
Unrealized Gain	2,449,000	[1]
Other assets | Treasury Options
Derivatives, Fair Value [Line Items]
Unrealized Gain	86,000	[1]
Other assets | Eurodollar Futures
Derivatives, Fair Value [Line Items]
Unrealized Gain	23,000	[1]
Other assets | Interest Rate Swap
Derivatives, Fair Value [Line Items]
Unrealized Gain	710,000	[1]
Other assets | Forward commitments to sell loans/mortgage-backed securities
Derivatives, Fair Value [Line Items]
Unrealized Gain	32,000	[1]
Other assets | Forward commitments to buy loans/mortgage-backed securities
Derivatives, Fair Value [Line Items]
Unrealized Gain	2,078,000	[1]
Other liabilities
Derivatives, Fair Value [Line Items]
Unrealized Loss	8,921,000	[1]
Other liabilities | Treasury Options
Derivatives, Fair Value [Line Items]
Unrealized Loss	205,000	[1]
Other liabilities | Eurodollar Futures
Derivatives, Fair Value [Line Items]
Unrealized Loss	9,000	[1]
Other liabilities | Interest Rate Swap
Derivatives, Fair Value [Line Items]
Unrealized Loss	6,219,000	[1]
Other liabilities | Forward commitments to sell loans/mortgage-backed securities
Derivatives, Fair Value [Line Items]
Unrealized Loss	$ 2,488,000	[1]

[1] Derivatives in a net gain position are recorded as "Other assets" and derivatives in a net loss position are recorded as "Other liabilities" in the Consolidated Statements of Condition.

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Effect of Derivative Instruments on Consolidated Statements of Operations and Comprehensive Income (Detail) - USD ($) $ in Thousands	3 Months Ended
	Mar. 31, 2017	Mar. 31, 2016
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Included in Mortgage Banking Income	$ (6,598)	$ 9,662
Treasury Options
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Included in Mortgage Banking Income	(2,170)	7,231
Eurodollar Futures
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Included in Mortgage Banking Income	(8)	66
Interest Rate Swap
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Included in Mortgage Banking Income	(197)	1,496
Forward commitments to buy/sell loans/mortgage-backed securities
Derivative Instruments, Gain (Loss) [Line Items]
(Loss) Gain Included in Mortgage Banking Income	$ (4,223)	$ 869

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Effect of Master Netting Arrangements on Presentation of Derivative Assets and Liabilities in Consolidated Statements of Financial Condition (Detail) - USD ($) $ in Thousands	Mar. 31, 2017		Dec. 31, 2016
Derivative Financial Instruments, Liabilities
Derivatives, Fair Value [Line Items]
Gross Amounts of Recognized Liabilities	$ 8,921		$ 23,728
Gross Amounts Offset in the Statement of Condition	2,531		16,588
Net Amounts of Liabilities Presented in the Statement of Condition	6,390		7,140
Financial Instruments	0		0
Cash Collateral Received	0		0
Net Amount	6,390		7,140
Derivative Financial Instruments, Assets
Derivatives, Fair Value [Line Items]
Gross Amounts Of Recognized Assets	7,502	[1]	20,422	[2]
Gross Amounts Offset in the Statement of Condition	2,892		17,861
Net Amounts of Assets Presented in the Statement of Condition	4,610		2,561
Financial Instruments	0		0
Cash Collateral Received	0		0
Net Amount	$ 4,610		$ 2,561

[1] Includes $2.1 million to purchase Treasury options.

[2] Includes $1.9 million to purchase Treasury options.

XML

Effect of Master Netting Arrangements on Presentation of Derivative Assets and Liabilities in Consolidated Statements of Financial Condition (Parenthetical) (Detail) - USD ($) $ in Millions	Mar. 31, 2017	Dec. 31, 2016
Treasury Options
Derivatives, Fair Value [Line Items]
Gross Amounts Of Recognized Assets	$ 2.1	$ 1.9

XML

Segment Reporting - Additional Information (Detail)	3 Months Ended
	Mar. 31, 2017 Segment
Segment Reporting Information [Line Items]
Number of reportable business segments	2

XML

Segment Results (Detail) - USD ($) $ in Thousands		3 Months Ended
		Mar. 31, 2017	Mar. 31, 2016	Dec. 31, 2016
Segment Reporting Information [Line Items]
Net interest income		$ 294,917	$ 327,866
Recoveries of loan losses		(4,008)	(176)
Non-interest income	[1]	32,172	35,237
Non-interest expense	[2]	166,943	158,448
Income before income taxes		164,154	204,831
Income tax expense (benefit)		60,197	74,922
Net income		103,957	129,909
Identifiable segment assets (period-end)		48,824,564	48,515,572	$ 48,926,555
Operating Segments
Segment Reporting Information [Line Items]
Non-interest income		32,172	35,237
Banking Operations
Segment Reporting Information [Line Items]
Net interest income		292,277	324,917
Recoveries of loan losses		(4,008)	(176)
Non-interest income	[1]	21,869	30,586
Non-interest expense	[2]	150,936	142,050
Income before income taxes		163,459	209,517
Income tax expense (benefit)		59,920	76,815
Net income		103,539	132,702
Identifiable segment assets (period-end)		48,285,443	47,739,937
Banking Operations | Inter-segment
Segment Reporting Information [Line Items]
Non-interest income		(3,759)	(4,112)
Banking Operations | Operating Segments
Segment Reporting Information [Line Items]
Non-interest income		18,110	26,474
Residential Mortgage Banking
Segment Reporting Information [Line Items]
Net interest income		2,640	2,949
Non-interest income	[1]	10,303	4,651
Non-interest expense	[2]	16,007	16,398
Income before income taxes		695	(4,686)
Income tax expense (benefit)		277	(1,893)
Net income		418	(2,793)
Identifiable segment assets (period-end)		539,121	775,635
Residential Mortgage Banking | Inter-segment
Segment Reporting Information [Line Items]
Non-interest income		3,759	4,112
Residential Mortgage Banking | Operating Segments
Segment Reporting Information [Line Items]
Non-interest income		$ 14,062	$ 8,763

[1] Includes ancillary fee income.

[2] Includes both direct and indirect expenses.