8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d)

of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): June 6, 2017

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

Delaware	1-31565	06-1377322
(State or other jurisdiction of incorporation or organization)	Commission File Number	(I.R.S. Employer Identification No.)

615 Merrick Avenue, Westbury, New York 11590

(Address of principal executive offices)

(516) 683-4100

(Registrant’s telephone number, including area code)

Not applicable

(Former name or former address, if changed since last report)

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

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

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

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

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

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

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.  ☐

CURRENT REPORT ON FORM 8-K

Item 7.01 Regulation FD Disclosure

Beginning on June 6, 2017, New York Community Bancorp, Inc. (the “Company”) intends to distribute and make available to investors, and to post on its website, the written presentation attached hereto as Exhibit 99.1.

Item 9.01 Financial Statements and Exhibits

(d) Attached as Exhibit 99.1 is the text of a written presentation that the Company intends to distribute and make available to investors, and to post on its website, beginning on June 6, 2017.

SIGNATURE

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

Date:	June 6, 2017	NEW YORK COMMUNITY BANCORP, INC.
		/s/ Ilene A. Angarola
		Ilene A. Angarola
		Executive Vice President and Director, Investor Relations

EXHIBIT INDEX

Exhibit Number	Description
Exhibit 99.1	Written presentation to be distributed and made available to investors, and posted on the Company’s website, beginning on June 6, 2017.

EX-99.1

First Quarter 2017

Investor Presentation

Exhibit 99.1

Cautionary Statements

Forward-Looking Information

This presentation may include forward-looking statements by the Company and our authorized officers pertaining to such matters as our goals,

intentions, and expectations regarding revenues, earnings, loan production, asset quality, capital levels, and acquisitions, among other matters; our

estimates of future costs and benefits of the actions we may take; our assessments of probable losses on loans; our assessments of interest rate and

other market risks; and our ability to achieve our financial and other strategic goals.

Forward-looking statements are typically indentified by such words as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “estimate,” “forecast,” “project,”

and other similar words and expressions, and are subject to numerous assumptions, risks, and uncertainties, which change over

time. Additionally,

forward-looking statements speak only as of the date they are made; the Company does not assume any duty, and does not undertake, to update our

forward-looking statements. Furthermore, because forward-looking statements are subject to assumptions and uncertainties, actual

results or future

events could differ, possibly materially, from those anticipated in our statements, and our future performance could differ materially from our historical

results.

Our forward-looking statements are subject to the following principal risks and uncertainties: general economic conditions and trends, either nationally or

locally; conditions in the securities markets; changes in interest rates; changes in deposit flows, and in the demand for deposit, loan, and investment

products and other financial services; changes in real estate values; changes in the quality or composition of our loan or investment portfolios; changes

in competitive pressures among financial institutions or from non-financial institutions; our ability to obtain the necessary shareholder and regulatory

approvals of any acquisitions 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;

changes

in

legislation,

regulations,

and

policies;

and

a

variety

of

other

matters

which,

by

their

nature,

are

subject

to

significant

uncertainties

and/or

are

beyond our control.

More information regarding some of these factors is provided in the Risk Factors section of our Form 10-K for the year ended December 31, 2016 and in

other SEC reports we file. Our forward-looking statements may also be subject to other risks and uncertainties, including those we may discuss in this

presentation, or in our SEC filings, which are accessible on our website and at the SEC’s website, www.sec.gov.

Our Supplemental Use of Non-GAAP Financial Measures

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

Company’s performance and financial condition, and in comparing our performance and financial condition with those of other banks. Such non-GAAP

financial measures are supplemental to, and are not to be considered in isolation or as a substitute for, measures calculated

in

accordance with GAAP.

Page 2

Page 3

ASSETS

DEPOSITS

MULTI-FAMILY

LOANS

MARKET

CAP

TOTAL

RETURN

ON

INVESTMENT

$48.8 billion

$28.7 billion

$27.1 billion

$6.8 billion

4,237%

With assets of

$48.8 billion at

3/31/17, we are

the 22nd largest 

U.S. bank holding

company.

With deposits of

$28.7 billion and

255 branches in

Metro New York,

New Jersey, Ohio,

Florida, and

Arizona at 3/31/17,

we rank 28th

among the nation’s

largest

depositories.

With a portfolio of

$27.1 billion at

the end of March,

we are a leading

producer of multi-

family loans in

New York

City.

With a market cap

of $6.8 billion

at

3/31/17, we rank

25th

among the

nation’s publicly

traded banks and

thrifts.

From 11/23/93

through 3/31/17,

we provided our

charter investors

with a total return

on investment of

4,237%.

(a)

We rank among the largest U.S. bank holding

companies.

(a)

Bloomberg

Note:  Except as otherwise indicated, all industry data was provided by S&P Global Market Intelligence as of 6/1/17.

Page 3

OUR

BUSINESS

MODEL

STRATEGIC

LOAN

PRODUCTION

$20,714

$23,849

$25,989

$26,961

$27,054

12/31/13

12/31/14

12/31/15

12/31/16

3/31/17

PORTFOLIO

STATISTICS

AT

OR

FOR

THE

3 MONTHS

ENDED

3/31/17

MULTI-FAMILY

LOAN

PORTFOLIO

(in millions)

Originations:

$7,417

$7,584

$9,214

$5,685

$955

Net Charge-Offs

(Recoveries):

$11

$(0)

$(4)

$(0)

$(0)

We are a leading producer of multi-family loans on non-luxury

buildings in NYC with rent-regulated units.

Page 6

% of non-covered loans held for

investment = 72.5%

Average principal balance = $5.5

million

Weighted average life = 3.3 years

% of our multi-family loans located

in Metro New York = 77.5%

% of HFI loan originations = 57.7%

The way we lend in this market niche has distinguished our

performance from that of other multi-family lenders.

Of the loans in our portfolio that are collateralized by multi-family buildings in the

five boroughs of New York City, 88% are collateralized by buildings with rent-

regulated units featuring below-market rents.

Rent-regulated

buildings

are

more

likely

to

retain

their

tenants

–

and,

therefore,

their

revenue

stream

–

in

downward

credit

cycles.

Together with our conservative underwriting standards, our focus on multi-family

lending in this niche market has resulted in our record of superior asset quality.

Over the course of our public life, losses on multi-family loans have amounted to a

mere $145.5 million, representing 0.20% of the $73.1 billion of multi-family loans

we have originated since 1993.

Multi-family loans are less costly to produce and service than other types of loans,

and therefore contribute to our superior efficiency.

Page 7

$7,366

$7,637

$7,860

$7,727

$7,536

12/31/13

12/31/14

12/31/15

12/31/16

3/31/17

(in millions)

Originations:

$2,168

$1,661

$1,842

$1,180

$250

Net Charge-Offs

(Recoveries):

$0

$1

$(1)

$(1)

$(0)

Commercial real estate lending has been a logical

extension of our emphasis on multi-family loans.

PORTFOLIO

STATISTICS

AT

OR

FOR

THE

3

MONTHS

ENDED

3/31/17

% of non-covered loans held for

investment = 20.2%

Average principal balance = $5.6

million

Weighted average life = 3.1 years

%

of

our

CRE

loans

located

in

Metro

New York = 89.9%

% of HFI

loan originations = 15.1%

COMMERCIAL REAL ESTATE

L

OAN

PORTFOLIO

Page 8

Page 9

$172

$635

$895

$1,286

$1,318

12/31/13

12/31/14

12/31/15

12/31/16

3/31/17

SPECIALTY

FINANCE

LOAN

AND

LEASE

PORTFOLIO

(in millions)

Originations:

$258

$848

$1,068

$1,266

$269

Net charge-Offs:

$0

$0

$0

$0

$0

The launch of our specialty finance business provided

us with another lending niche of high quality.

•

Syndicated asset-based (ABLs) and dealer floor-

plan (DFPLs) loans

•

Equipment loan and lease financing (EF)

•

Large corporate obligors

•

Investment grade or near-investment grade

ratings

•

Mostly publicly traded

•

Participants in stable, nationwide industries

•

Floating rates tied to LIBOR (ABLs and DFPLs)

•

Fixed rates at a spread over treasuries (EF)

•

We require a perfected first-security interest in  

or outright ownership of the underlying collateral

•

Loans are structured as senior debt or as non-

cancellable leases

•

Transactions are re-underwritten in-house

•

Underlying documentation reviewed by counsel

LOAN TYPES

PRICING

CLIENT

CHARACTERISTICS

RISK-AVERSE

CREDIT

&

UNDERWRITING

STANDARDS

ASSET

QUALITY

Page 11

(a)

Non-performing loans and total loans exclude covered loans and non-covered purchased credit-impaired (“PCI”) loans.

(b)

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

Our record of asset quality in downward credit cycles has

consistently distinguished us from our industry peers.

S & L CRISIS

GREAT

RECESSION

CURRENT

CREDIT

CYCLE

Average NPLs/Total Loans

NYCB: 2.08%

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

Average NPLs/Total Loans

NYCB: 1.43%

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

Average NPLs/Total Loans

NYCB: 0.47%

SNL U.S. Bank and Thrift Index: 1.50%

NON-PERFORMING

LOANS

(a)(b)

/ TOTAL

LOANS

(a)

2.91%

4.00%

4.05%

3.41%

2.35%

1.46%

2.48%

2.10%

2.83%

1.51%

12/31/89

12/31/90

12/31/91

12/31/92

12/31/93

1.11%

2.71%

4.17%

3.56%

0.11%

0.51%

2.47%

2.63%

12/31/07

12/31/08

12/31/09

12/31/10

2.60%

2.22%

1.66%

1.26%

1.07%

0.76%

0.94%

1.28%

0.96%

0.35%

0.23%

0.13%

0.15%

0.16%

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

3/31/17

SNL U.S Bank and Thrift Index

NYCB

Page 11

S & L CRISIS

Few of our non-performing loans have resulted in

actual losses.

GREAT

RECESSION

CURRENT

CREDIT

CYCLE

NET

CHARGE-OFFS

/

AVERAGE

LOANS

5-Year Total

NYCB:  17 bp

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

4-Year Total

NYCB: 37 bp

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

6.25-Year Total

NYCB: 53 bp

SNL U.S. Bank and Thrift Index: 536 bp

*

* Non-annualized

Page 12

SNL U.S. Bank

and Thrift Index

NYCB

0.54%

1.28%

1.50%

1.17%

0.91%

0.00%

0.00%

0.04%

0.07%

0.06%

1989

1990

1991

1992

1993

0.68%

1.63%

2.83%

2.89%

0.00%

0.03%

0.13%

0.21%

2007

2008

2009

2010

1.77%

1.24%

0.76%

0.53%

0.46%

0.47%

0.13%

0.35%

0.13%

0.05%

0.01%

0.01%

2011

2012

2013

2014

2015

2016

1Q 2017

(0.02)%

0.00%

Page 13

The quality of our assets reflects the nature of our

lending niche and our strong underwriting standards.

C

ONSERVATIVE

UNDERWRITING

Conservative loan-to-value ratios

Conservative debt service coverage ratios: 120% for multi-family loans and 130% for CRE

loans

Multi-family and CRE loans are based on the lower of economic or market value.

A

CTIVE

BOARD

I

NVOLVEMENT

The Mortgage Committee and the Credit Committee approve all mortgage loans >$50

million and all “other C&I” loans >$5 million; the Credit Committee also approves all

specialty finance loans >$15 million.

A member of the Mortgage or Credit Committee participates in inspections on multi-family

loans in excess of $7.5 million, and CRE and ADC loans in excess of $4.0 million.

All loans of $20 million or more originated by the Community Bank and all loans of $10

million or more originated by the Commercial Bank are reported to the Board.

MULTIPLE

A

PPRAISALS

All properties are appraised by independent appraisers.

All independent appraisals are reviewed by in-house appraisal officers.

A second independent appraisal review is performed on loans that are large and complex.

R

ISK

-A

VERSE

M

IX

OF

N

ON

-C

OVERED

L

OANS

H

ELD

FOR

I

NVESTMENT

(

AT

3/31/17)

Multi-family:  72.5%

CRE:  20.2%

One-to-Four Family:  1.1%

ADC:  1.0%

Commercial & Industrial:  5.1%

Page 13

EFFICIENCY

Page 15

Efficiency has been another Company hallmark.

EFFICIENCY

RATIO

(a)

(a)

We calculate our efficiency ratio by dividing our operating expenses by the sum of our net interest income and our non-interest income.

61.27%

50.99%

1Q 2017

SNL U.S. Bank

and Thrift Index

NYCB

HISTORICAL

DRIVERS

OF

OUR

EFFICIENCY

•

Multi-family and CRE lending are both

broker-driven, with the borrower paying fees

to the mortgage brokerage firm.

•

Products and services are typically

developed by third-party providers; their

sales are a complementary source of

revenues.

•

Franchise expansion has largely stemmed

from mergers and acquisitions; we rarely

engage in de novo branch development.

•

Most of our deposits have been acquired

through earnings-accretive acquisitions.

Multi-family and CRE lending are both

broker

-

driven, with the borrower paying fees

to the mortgage brokerage firm.

Products and services are typically

developed by third-party

providers;

their

sales are a complementary source of

revenues.

Franchise expansion has largely stemmed

from mergers and acquisitions; we rarely

engage in de novo branch development.

Most of our deposits have been acquired

through earnings

-

accretive acquisitions.

Page 16

36%

51%

2010

1Q 2017

Key infrastructure investments to date include:

—

Enhanced ERM and corporate governance frameworks

—

Bottom-up capital planning and stress testing

capabilities

—

Substantial expansion of regulatory compliance staff

Depending on when we cross the SIFI threshold, the

cost of SIFI compliance may reflect:

—

Further investment in our IT infrastructure and

personnel

—

Preparations for CCAR reporting in 2020

—

Development of a living will for 2019

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

towards SIFI preparedness.

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

the ~ 1,500-basis point increase in our efficiency ratio since the enactment of Dodd-Frank.

Our efficiency ratio has increased significantly since

the enactment of Dodd-Frank.

NYCB

EFFICIENCY R

ATIO

PRIOR TO AND SINCE

DODD-FRANK

PREPARING

FOR

SIFI

STATUS

SIFI

COMPLIANCE

RESIDENTIAL

MORTGAGE

BANKING

Page 18

We are a nationwide producer of 1-4 family loans.

F

EATURES

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

accessible

mortgage

banking

technology

platform,

which

securely

controls

the

lending

process

while

mitigating

business

and regulatory risks.

Approximately

900 approved clients include community banks,

credit

unions,

mortgage

companies,

and

mortgage

brokers.

100%

of

loans

funded

are

full

documentation,

prime

credit

loans.

At 3/31/2017, loans serviced for GSEs totaled $21.2 billion.

CREDIT

QUALITY

As of 3/31/2017, 99.7% of all funded loans were current.

LIMITED

R

EPURCHASE

R

ISK

Of the $49.3 billion of 1-4 family loans sold to GSEs since 2010

–

when

we

launched

our

mortgage

banking

business

–

only

29

loans

totaling

$8.3 million (0.017%) have been repurchased.

Page 18

GROWTH

THROUGH

ACQUISITIONS

Page 20

We have a long history of earnings-accretive

transactions.

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

1.  Nov. 2000

Haven Bancorp

(HAVN)

Assets:

$2.7 billion

Deposits:

$2.1 billion

Branches: 25

2.  July 2001

Richmond County

Financial Corp.

(RCBK)

Assets:

$3.7 billion

Deposits:

$2.5 billion

Branches: 24

3.  Oct. 2003

Roslyn Bancorp,

Inc. (RSLN)

Assets:

$10.4 billion

Deposits:

$5.9 billion

Branches: 38

4.  Dec. 2005

Long Island

Financial Corp.

(LICB)

Assets:

$562 million

Deposits:

$434 million

Branches: 9

5.  April 2006

Atlantic Bank of

New York (ABNY)

Assets:

$2.8 billion

Deposits:

$1.8 billion

Branches:

14

6.  April 2007

PennFed Financial

Services, Inc.

(PFSB)

Assets:

$2.3 billion

Deposits:

$1.6 billion

Branches:

21

7.  July 2007

NYC branch

network of Doral

Bank, FSB (Doral-

NYC)

Assets:

$485 million

Deposits:

$370 million

Branches: 11

8.  Oct. 2007

Synergy Financial

Group, Inc.

(SYNF)

Assets:

$892 million

Deposits:

$564 million

Branches:

16

9.  Dec. 2009

AmTrust Bank

Assets:

$11.0 billion

Deposits:

$8.2 billion

Branches: 64

10.  March 2010

Desert Hills Bank

Assets:

$452 million

Deposits:

$375 million

Branches: 3

11.  June 2012

Aurora Bank FSB

Assets:

None

Deposits:

$2.2 billion

Branches: 0

Payment

Received:

$24.0 million

Transaction Type: 

Savings Bank

Commercial Bank

Branch

FDIC

Deposit

Page 21

The termination of the Astoria merger was due to external

factors, and continues to impact the value of our shares.

Financially and strategically, the Astoria merger was a well-conceived transaction.

Both our shareholders and Astoria’s overwhelmingly approved the merger.

The regulatory approval process was significantly lengthened by virtue of the fact that in

approving the merger, our regulators would also be approving the creation of a new SIFI

bank.

As a result, the merger agreement expired before the regulatory approval process was

completed.

While extending the agreement was an option, the decision to terminate the agreement

was also impacted by external factors faced by Astoria’s board.

While our performance continues to reflect the impact of the merger’s termination, we remain

optimistic about our prospects, given the consistent strength of our business model, our historical

capacity for value creation, and our anticipation of regulatory change.   

1Q 2017

PERFORMANCE

HIGHLIGHTS

Page 23

(dollars in thousands, except per share data)

1Q 2017

Strong Profitability Measures:

Earnings

$103,957

Earnings per common share

$0.21

Return on average assets

0.85%

Return on average common stockholders’ equity

6.76

Return on average tangible assets

0.90

Return on average tangible stockholders’ equity

11.20

Net interest margin

2.71

Efficiency ratio

50.99

Income Statement Highlights

(a)

ROTA and ROTCE are non-GAAP financial measures. Please see page 34 for a discussion and reconciliation of these measures to our ROA and ROCE.

(a)

(a)

COMPANY

CAPITAL

3/31/17

Common stockholders’ equity / total

assets

12.58%

Common equity tier 1 capital ratio

10.79

Tier 1 risk-based capital ratio

12.23

Total risk-based capital ratio

13.71

Leverage capital ratio

9.24

BANK

CAPITAL

3/31/17

The Community Bank:

Common equity tier 1 capital ratio

12.65%

Leverage capital ratio

9.55

The Commercial Bank:

Common equity tier 1 capital ratio

14.90%

Leverage capital ratio

10.82

BALANCE

SHEET

3/31/17

Loans, net / total assets

79.8%

Securities / total assets

7.6

Deposits / total assets

58.8

Wholesale borrowings / total assets

26.3

ASSET

QUALITY

At or

for the Three Months Ended 3/31/17

Non-performing loans

(a)

/ total loans

(a)

0.16%

Non-performing assets

(b)

/ total assets

(b)

0.15 

Net charge-offs / average loans (non-

annualized)

0.01

Balance Sheet Highlights

(a)

Non-performing loans and total loans exclude covered loans and non-covered PCI loans.

(b)

Non-performing assets and total assets exclude covered loans, covered OREO, and non-covered PCI loans.

Page 24

Page 25

TOTAL

HFI LOANS: $38.9 BN

AVERAGE

YIELD

ON

LOANS: 3.67%

TOTAL

DEPOSITS: $28.7 BN

AVERAGE

COST

OF

INTEREST-BEARING

DEPOSITS: 0.75%

LOANS

AT

3/31/17

DEPOSITS

AT

3/31/17

Loans and Deposits

ADC

1%

C&I

5%

1-4 Family

(Non-

covered)

1%

Covered

Loans

4%

Other

0%

Non-

Interest-

Bearing

10%

Page 25

Multi-

Family

70%

CRE

19%

NOW and

MMA

45%

Savings

19%

CDs

26%

Page 26

Reflecting the benefit of our recent preferred stock offering, our leverage

and risk-based capital ratios exceed those of our regional peers.

RATIO

NYCB

AT

3/31/17

REGIONAL

PEERS

(a)

(MEDIAN

AT

3/31/17)

Tier 1 Risk-Based

Capital

12.23%

11.58%

Total Risk-Based Capital

13.71

13.26

Tier 1 Leverage

9.24

9.18

Common Equity Tier 1

10.79

11.11

(a)

Regional peers include BKU, BOKF, CBSH, CMA, EWBC, FHN, FRC, HBAN, KEY, MTB, PBCT, SBNY, SIVB, SNV, WBS, and  ZION.

Page 27

STRATEGIC

ASSET

MANAGEMENT

Total Assets

at 9/30/14:

$48.7 Billion

Reduced securities by $3.8 billion through a combination of

repayments, sales, and calls

Sold loans of $4.5 billion:

–

$2.8 billion of multi-family loans (largely through participations)

–

$1.1

billion

of

CRE

loans

(largely

through

participations)

–

$631.3 million of 1–4 family loans

–

$3.4 million of ADC loans

Other

net

reductions

of

$13.0

billion

(including

loan

satisfactions

and refinancings)

Total Assets

at 3/31/17:

$48.8 Billion

Originated $17.7 billion of multi-family loans

Originated $3.7 billion of CRE loans

Result:

A $145,000

increase in total assets from 9/30/14

–

3/31/17.

Since 4Q 2014, we have been managing our assets

below the current SIFI threshold.

Page 28

Our commitment to building value for our investors is reflected

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

TOTAL

RETURN

ON

INVESTMENT

(a)

Bloomberg

244%

213%

209%

245%

168%

260%

393%

450%

461%

609%

615%

717%

2,059%

2,754%

3,843%

2,670%

3,069%

4,265%

4,319%

4,682%

4,784%

4,237%

11/23/93

12/31/99

12/31/08

12/31/09

12/31/10

12/31/11

12/31/12

12/31/13

12/31/14

12/31/15

12/31/16

3/31/17

SNL U.S. Bank and Thrift Index

NYCB

(a)

CAGR since IPO:

24.1%

As

a

result

of

nine

stock

splits

between

1994

and

2004,

our

charter

shareholders

have

2,700

shares

of

NYCB

stock

for

each

100

shares

originally

purchased.

LOOKING

FORWARD

Page 30

We continue to be encouraged by recent signs of

regulatory easing.

Qualitative stress testing for financial institutions with assets greater than $50

billion and less than $250 billion has been eliminated.

The regulatory approval process for mergers resulting in the creation of a bank

holding company with assets below $100 billion has been eased; the threshold

was previously $25 billion.

There is general consensus among regulators, congressional leadership, and the

current administration that the current $50 billion SIFI threshold should be raised.

Raising the SIFI threshold would:

—

facilitate our ability to engage in mergers with institutions, regardless of size;

—

enable us to grow our loan portfolio organically, as well as through

acquisitions;

—

enable

us

to

grow

our

deposits

and

our

market

share

through

acquisitions;

and

—

reduce some of the costs we’ve incurred in our preparations for SIFI status,

thereby improving our efficiency ratio.

Page 31

We also are encouraged by proposed changes to the

federal tax laws for corporations.

The proposed changes to the federal corporate

tax laws would be expected to benefit our

earnings in two important ways:

Our current federal corporate tax rate is 35%.  All other things

being equal, a reduction in the federal tax rate to 20% would be

approximately 22% accretive to our earnings.

Our net deferred tax liabilities would be eliminated.

Page 32

6/6/17

For More Information

VISIT

OUR

WEBSITE

:

ir.myNYCB.com

E-MAIL

REQUESTS

TO

:

CALL

INVESTOR

RELATIONS

AT

:

WRITE

TO

:

ir@myNYCB.com

(516) 683-4420

Investor Relations

New York Community Bancorp, Inc.

615 Merrick Avenue

Westbury, NY 11590

APPENDIX

Page 34

While average stockholders’ equity, average assets, return on average assets, and return on average stockholders’ equity are financial measures that are recorded in accordance with

U.S. generally accepted accounting principles ("GAAP"), average tangible stockholders’ equity, average tangible assets, return on average tangible assets, and return on average tangible

stockholders’ equity are not.  Nevertheless, it is management’s belief that these non-GAAP measures should be disclosed in our SEC filings, earnings releases, and other investor

communications, for the following reasons:

1.

Average tangible stockholders’ equity is an important indication of the Company’s ability to grow organically and through business combinations, as well as our ability to pay dividends

and to engage in various capital management strategies.

2.

Returns on average tangible assets and average tangible stockholders’ equity are among the profitability measures considered by current and prospective investors, both independent

of, and in comparison with, our peers.

We calculate average tangible stockholders’ equity by subtracting from average stockholders’ equity the sum of our average goodwill and core deposit intangibles (“CDI”), and calculate

average tangible assets by subtracting the same sum from our average assets. 

Average tangible stockholders’ equity, average tangible assets, and the related non-GAAP profitability measures should not be considered in isolation or as a substitute for average

stockholders’ equity, average assets, or any other profitability or capital 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. 

The

following

table

presents

reconciliations

of

our

average

common

stockholders’

equity

and

average

tangible

common

stockholders’

equity,

our

average

assets

and

average

tangible

assets, and the related GAAP and non-GAAP profitability measures for the three months ended March 31, 2017:

(dollars in thousands)

For the

Three Months Ended

March 31, 2017

Average common stockholders’ equity

$ 6,151,286

Less:  Average goodwill and core deposit intangibles

(2,436,286)

Average tangible common stockholders’ equity

$ 3,715,000

Average assets

$48,736,309

Less:  Average goodwill and core deposit intangibles

(2,436,286)

Average tangible assets

$46,300,023

Net

income

available

to

common

shareholders

(1)

$103,957

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

92

Adjusted

net

income

available

to

common

shareholders

(2)

$104,049

GAAP:

Return on average assets

0.85%

Return on average common stockholders’ equity

6.76

Non-GAAP:

Return on average tangible assets

0.90

Return on average tangible common stockholders’ equity

11.20

(1)

To calculate our returns on average assets and average common stockholders’ equity for a period, we divide the net income available to common shareholders generated during that period by the average assets

and the average common stockholders’ equity recorded during that time.

(2)

To

calculate

our

returns

on

average

tangible

assets

and

average

tangible

common

stockholders’

equity

for

a

period,

we

adjust

the

net

income

available

to

common

shareholders

generated

during

that

period

by

adding

back

the

amortization

of

CDI,

net

of

tax,

and

then

divide

that

adjusted

net

income

by

the

average

tangible

assets

and

the

average

tangible

common

stockholders’

equity

recorded

during

that

time.

Reconciliations of GAAP and Non-GAAP Measures