For the purpose 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 subsidiary, New York Community Bank (the "Bank").


            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, including higher inflation and its impacts, 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 penalty income, and other future cash flows, or the market value of our assets, including our investment securities;

any uncertainty relating to the LIBOR transition process;

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;

heightened regulatory focus on CRE concentrations;

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 or corporate restructurings we may propose, including timely
obtaining regulatory approvals for our pending acquisition of Flagstar Bancorp,
Inc.;


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, including the pending acquisition of Flagstar Bancorp, Inc.;

potential exposure to unknown or contingent liabilities of companies we have acquired, may acquire, or target for acquisition, including the pending acquisition of Flagstar Bancorp, Inc.;


                                       37
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the success of our previously announced investment in, and partnership with,
Figure Technologies, Inc., a FinTech company focusing on payment and lending via
blockchain technology;

the ability to invest effectively in new information technology systems and platforms;

changes in future ACL requirements under relevant accounting and regulatory requirements;

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;

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, and other changes
pertaining to banking, securities, taxation, rent regulation and housing (the
New York Housing Stability and Tenant Protection Act of 2019), financial
accounting and reporting, environmental protection, 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, and guidelines;

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 to federal, state, and local income tax laws;

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

increases in our FDIC insurance premium;

legislative and regulatory initiatives related to climate change;

the potential impact to the Company from climate change, including higher regulatory compliance, increased expenses, operational changes, and reputational risks;

unforeseen or catastrophic events including natural disasters, war, terrorist activities, and the emergence of a pandemic;


the impacts related to or resulting from Russia's military action in Ukraine,
including the broader impacts to financial markets and the global macroeconomic
and geopolitical environment;


the effects of COVID-19, which includes, but are not limited to, the length of
time that the pandemic continues, the effectiveness and acceptance of the
COVID-19 vaccination program, the potential imposition of further restrictions
on business operations and/or travel or movement in the future, the remedial
actions and stimulus measures adopted by federal, state, and local governments,
the health of our employees and the inability of employees to work due to
illness, quarantine, or government mandates, the business continuity plans of
our customers and our vendors, the increased likelihood of cybersecurity risk,
data breaches, or fraud due to employees working from home, the ability of our
borrowers to continue to repay their loan obligations, the lack of property
transactions and asset sales, potential impact on collateral values, and the
effect of the pandemic on the general economy and businesses of our borrowers;
and

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


                                       38
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In addition, the timing and occurrence or non-occurrence of events may be subject to circumstances beyond our control.



Furthermore, on an ongoing basis, we evaluate opportunities to expand through
mergers and acquisitions and opportunities for strategic combinations with other
banking organizations. Our evaluation of such opportunities involves discussions
with other parties, due diligence, and negotiations. As a result, we may decide
to enter into definitive arrangements regarding such opportunities at any time.

In addition to the risks and challenges described above, these types of transactions involve a number of other risks and challenges, including:

the ability to successfully integrate branches and operations and to implement appropriate internal controls and regulatory functions relating to such activities;

the ability to limit the outflow of deposits, and to successfully retain and manage any loans;

the ability to attract new deposits, and to generate new interest-earning assets, in geographic areas that have not been previously served;

the success in deploying any liquidity arising from a transaction into assets bearing sufficiently high yields without incurring unacceptable credit or interest rate risk;

the ability to obtain cost savings and control incremental non-interest expense;

the ability to retain and attract appropriate personnel;

the ability to generate acceptable levels of net interest income and non-interest income, including fee income, from acquired operations;

the diversion of management's attention from existing operations;

the ability to address an increase in working capital requirements; and

limitations on the ability to successfully reposition our post-merger balance sheet when deemed appropriate.



See Part I, Item 1A, Risk Factors, in our Form 10-K for the year ended December
31, 2021 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 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 for the respective periods follow:
                                            At or for the                         At or for the
                                         Three Months Ended                     Six Months Ended
                               June 30,       March 31,       June 30,       June 30,       June 30,
(dollars in millions)            2022           2022            2021           2022           2021
Total Stockholders' Equity    $    6,824     $     6,909     $    6,916     $    6,824     $    6,916
Less: Goodwill                    (2,426 )        (2,426 )       (2,426 )       (2,426 )       (2,426 )
  Preferred stock                   (503 )          (503 )         (503 )         (503 )         (503 )
Tangible common stockholders'
equity                        $    3,895     $     3,980     $    3,987     $    3,895     $    3,987

Total Assets                  $   63,093     $    61,005     $   57,469     $   63,093     $   57,469
Less: Goodwill                    (2,426 )        (2,426 )       (2,426 )       (2,426 )       (2,426 )
Tangible Assets               $   60,667     $    58,579     $   55,043     $   60,667     $   55,043

Average common stockholders'
equity                        $    6,398     $     6,543     $    6,368     $    6,470     $    6,369
Less: Average goodwill            (2,426 )        (2,426 )       (2,426 )       (2,426 )       (2,426 )
Average tangible common
stockholders' equity          $    3,972     $     4,117     $    3,942     $    4,044     $    3,943

Average Assets                $   61,988     $    59,894     $   58,114     $   60,946     $   57,215
Less: Average goodwill            (2,426 )        (2,426 )       (2,426 )   

(2,426 ) (2,426 ) Average tangible assets $ 59,562 $ 57,468 $ 55,688 $ 58,520 $ 54,789



GAAP MEASURES:
Return on average assets (1)        1.10 %          1.04 %         1.04 %         1.07 %         1.04 %
Return on average common
stockholders' equity (2)           10.18            8.98           9.00           9.58           8.81
Book value per common share   $    13.56     $     13.72     $    13.79     $    13.56     $    13.79
Common stockholders' equity
to total assets                    10.02           10.50          11.16          10.02          11.16
NON-GAAP MEASURES:
Return on average tangible
assets (1)                          1.17 %          1.11 %         1.09 %         1.14 %         1.08 %
Return on average tangible
common stockholders' equity
(2)                                16.73           14.76          14.54          15.73          14.23
Tangible book value per
common share                  $     8.35     $      8.52     $     8.57     $     8.35     $     8.57
Tangible common stockholders'
equity to tangible assets           6.42            6.79           7.24           6.42           7.24




(1)
To calculate return on average assets for a period, we divide net income
generated during that period by average assets recorded during that period. To
calculate return on average tangible assets for a period, we divide net income
by average tangible assets recorded during that period.

(2)


To calculate return on average common stockholders' equity for a period, we
divide net income available to common shareholders generated during that period
by average common stockholders' equity recorded during that period. To calculate
return on average tangible common stockholders' equity for a period, we divide
net income available to common shareholders generated during that period by
average tangible common stockholders' equity recorded during that period.
                                       40
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Executive Summary

New York Community Bancorp, Inc. is the holding company for New York Community
Bank, a New York State-chartered savings bank, headquartered in Hicksville, New
York. The Bank is subject to regulation by the NYSDFS, the FDIC, and the CFPB.
In addition, the holding company is subject to regulation by the FRB, the SEC,
and to the requirements of the NYSE, where shares of our common stock trade
under the symbol "NYCB" and shares of our preferred stock trade under the symbol
"NYCB PA".

Reflecting our growth through a series of acquisitions, the Company currently
operates 237 branch locations through eight local divisions, each with a history
of service and strength. In New York, we operate as Queens County Savings Bank,
Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and
Atlantic Bank; in New Jersey as Garden State Community Bank; in Ohio as the Ohio
Savings Bank; and as AmTrust Bank in Arizona and Florida.

Second Quarter 2022 Overview



At June 30, 2022, total assets were $63.1 billion, up $3.6 billion or 12%
annualized compared to December 31, 2021, and up $2.1 billion or 14% annualized
compared to March 31, 2022. Both the year-to-date and linked-quarter growth was
driven by significant loan and deposit growth, offset partially by a decline in
wholesale borrowings.

Total loans held for investment increased $2.8 billion or 12% annualized compared to December 31, 2021 and were up $1.8 billion or 15% annualized on a linked-quarter basis to $48.5 billion. This was driven by continued strong growth in the Company's core multi-family loan portfolio and a significant rebound in growth in the specialty finance loan portfolio.



On the liability side, total deposits rose $6.2 billion or 35% annualized
compared to December 31, 2021 and increased $3.3 billion during the second
quarter, to $41.2 billion, also up 35% annualized on a linked-quarter basis.
Once again, the deposit growth was driven by our BaaS business and loan-related
deposits.

Given the strong deposit growth during the second quarter, wholesale borrowings
declined to $13.7 billion at June 30, 2022, down $2.3 billion or 28% annualized
compared to December 31, 2021, and down $1.0 billion on a linked-quarter basis,
also down 28% annualized,

For the three months ended June 30, 2022, the Company reported net income of
$171 million, up 13% compared to the $152 million the Company reported for the
three months ended June 30, 2021. Net income available to common stockholders
for the three months ended June 30, 2022 totaled $163 million, also up 13%
compared to the $144 million the Company reported for three months ended June
30, 2021. Diluted EPS were $0.34 for the three months ended June 30, 2022, up
13% compared to the $0.30 the Company reported for the three months ended June
30, 2021.

Included for the three months ended June 30, 2022 are $4 million in
merger-related expenses compared to $10 million for the three months ended June
30, 2021. Also included for the three months ended June 30, 2021 was a
revaluation on our deferred taxes related to a change in the New York State tax
rate of $2 million compared to no such item in the current second quarter.

For the six months ended June 30, 2022, net income totaled $326 million compared
to $297 million for the six months ended June 30, 2021, up 10%. Net income
available to common stockholders for the six months ended June 30, 2022 was $310
million, up 10% compared to $281 million the Company reported for the six months
ended June 30, 2021. Diluted EPS for the six months ended June 30, 2022 totaled
$0.66, up 10% compared to diluted EPS of $0.60 the Company reported for the six
months ended June 30, 2021.

Included in the six months ended June 30, 2022 are $11 million in merger-related
expenses compared to $10 million for the six months ended June 30, 2021. Also
included in the six months ended June 30, 2021 was the aforementioned $2 million
related to the revaluation on our deferred taxes related to a change in the New
York State tax rate.

The key trends in the second quarter of 2022 were:

Record Growth in Deposits



Total deposits at June 30, 2022 were $41.2 billion, up $3.3 billion or 35%
annualized compared to March 31, 2022 and up $6.2 billion compared to December
31, 2021, also up 35%. The two biggest contributors to this quarter's growth
were our BaaS business and deposits from our borrowers.

BaaS-related deposits rose $2.3 billion or 43% on a linked-quarter basis and
$5.8 billion on a year-to-date basis to $7.8 billion at June 30, 2022.
Loan-related deposits totaled $4.9 billion at June 30, 2022, up $494 million or
44% annualized on a linked-quarter basis and $921 million or 46% annualized
during the first six months of the year. For all of 2021, loan-related deposits
increased $475 million and all in, since re-focusing on this source of deposit
funding during the first quarter of last year, loan-related deposits have grown
$1.4 billion, up 39%.
                                       41
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Another Strong Quarter of Loan Growth



At June 30, 2022, total loans and leases held for investment increased to $48.5
billion, up $1.8 billion or 15% annualized on a linked-quarter basis and $2.8
billion or 12% annualized on a year-to-date basis. Loan growth during the second
quarter of 2022 was the Company's second best on record, second only to the $2.2
billion of loan growth during the fourth quarter of last year. Our loan growth
during the current second quarter is attributable to continued strong growth in
the multi-family portfolio and a significant rebound in specialty finance
lending.

At June 30, 2022, the multi-family portfolio totaled $36.8 billion, representing
$1.0 billion of growth or 11% annualized on a linked-quarter basis and $2.2
billion of growth or 13% annualized on a year-to-date basis. The growth in this
segment continues to be driven by market share gains as abates, along with
heightened refinancing activity as interest rates increased during the quarter,
forcing many borrowers to refinance their properties sooner rather than later.

The other driver of this quarter's loan growth was the significant rebound in
growth in the specialty finance portfolio, driven primarily by higher
utilization rates. At June 30, 2022, the specialty finance segment totaled $4.1
billion, up $806 million or 97% annualized on a linked-quarter basis and $638
million or 36% annualized on a year-to-date basis. As of June 30, 2022, total
commitments were $6.6 billion, up 16% compared to $5.7 billion at March 31,
2022. Of the June 30th amount, 75% or $5 billion are structured as floating-rate
obligations, which have, and will continue to benefit the Company in a rising
rate environment.

A Record Level of Loan Originations



Loan originations set a new record during the second quarter of 2022. Loan
originations for the three months ended June 30, 2022 totaled $5.3 billion, up
$1.7 billion or 49% compared to the three months ended March 31, 2022 and $2.2
billion or 72% compared to the three months June 30, 2021. Second-quarter 2022
originations exceeded the prior quarter's pipeline of $2.5 billion by $2.8
billion, more than double. Approximately 80% of our second quarter originations
represented new money to the Bank. In addition, 37% of originations were
internal refinances from our portfolio; 39% were external refinances; and 24%
represented property transactions.

Recent Events

Declaration of Dividend on Common Shares



On July 26, 2022, our Board of Directors declared a quarterly cash dividend on
the Company's common stock of $0.17 per share. The dividend is payable on August
18, 2022 to common shareholders of record as of August 8, 2022.

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 allowance for credit losses on loans and leases.

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.

Allowance for Credit Losses



The Company's January 1, 2020, adoption of ASU No. 2016-13, "Measurement of
Credit Losses on Financial Instruments," resulted in a significant change to our
methodology for estimating the allowance since December 31, 2019. ASU No.
2016-13 replaced the incurred loss methodology with an expected loss methodology
that is referred to as the CECL methodology. The measurement of expected credit
losses under CECL is applicable to financial assets measured at amortized cost,
including loan receivables. It also applies to off-balance sheet exposures not
accounted for as insurance and net investments in leases accounted for under ASC
Topic 842. At December 31, 2019, the allowance for credit losses on loans and
leases totaled $148 million. On January 1, 2020, the Company adopted the CECL
methodology under ASU Topic 326 and recognized an increase in the allowance for
credit losses on loans and leases of $2 million as a "Day 1" transition
adjustment from changes in methodology, with a corresponding decrease in
retained earnings. Separately, at December 31, 2019, the Company had an
allowance for unfunded commitments of $1 million. Upon adoption, the Company
recognized an increase in the allowance for unfunded commitments of $13 million
as a "Day 1" transition adjustment with a corresponding decrease in retained
earnings.
                                       42
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The allowance for credit losses on loans and leases is deducted from the
amortized cost basis of a financial asset or a group of financial assets so that
the balance sheet reflects the net amount the Company expects to collect.
Amortized cost is the unpaid loan balance, net of deferred fees and expenses,
and includes negative escrow. Subsequent changes (favorable and unfavorable) in
expected credit losses are recognized immediately in net income as a credit loss
expense or a reversal of credit loss expense. Management estimates the allowance
by projecting and multiplying together the probability-of-default,
loss-given-default and exposure-at-default depending on economic parameters for
each month of the remaining contractual term. Economic parameters are developed
using available information relating to past events, current conditions, and
economic forecasts. The Company's economic forecast period is 24 months, and
afterwards reverts to a historical average loss rate on a straight-line basis
over a 12-month period. Historical credit experience provides the basis for the
estimation of expected credit losses, with qualitative adjustments made for
differences in current loan-specific risk characteristics such as differences in
underwriting standards, portfolio mix, delinquency levels and terms, as well as
for changes in environmental conditions, such as changes in legislation,
regulation, policies, administrative practices or other relevant factors.
Expected credit losses are estimated over the contractual term of the loans,
adjusted for forecasted prepayments when appropriate. The contractual term
excludes potential extensions or renewals. The methodology used in the
estimation of the allowance for loan and lease losses, which is performed at
least quarterly, is designed to be dynamic and responsive to changes in
portfolio credit quality and forecasted economic conditions. Each quarter the
Company reassesses the appropriateness of the economic forecasting period, the
reversion period and historical mean at the portfolio segment level, considering
any required adjustments for differences in underwriting standards, portfolio
mix, and other relevant data shifts over time.


The allowance for credit losses on loans and leases is measured on a collective
(pool) basis when similar risk characteristics exist. The portfolio segment
represents the level at which a systematic methodology is applied to estimate
credit losses. Management believes the products within each of the entity's
portfolio segments exhibit similar risk characteristics. Smaller pools of
homogenous financing receivables with homogeneous risk characteristics were
modeled using the methodology selected for the portfolio segment. The
macroeconomic data used in the quantitative models are based on a reasonable and
supportable forecast period of 24 months. The Company leverages economic
projections including property market and prepayment forecasts from established
independent third parties to inform its loss drivers in the forecast. Beyond
this forecast period, the Company reverts to a historical average loss rate.
This reversion to the historical average loss rate is performed on a
straight-line basis over 12 months.

Loans that do not share risk characteristics are evaluated on an individual
basis. These include loans that are in nonaccrual status with balances above
management determined materiality thresholds depending on loan class and also
loans that are designated as TDR or "reasonably expected TDR" (criticized,
classified, or maturing loans that will have a modification processed within the
next three months). In addition, all taxi medallion loans are individually
evaluated. If a loan is determined to be collateral dependent, or meets the
criteria to apply the collateral dependent practical expedient, expected credit
losses are determined based on the fair value of the collateral at the reporting
date, less costs to sell as appropriate.

The Company maintains an allowance for credit losses on off-balance sheet credit
exposures. At June 30, 2022 and December 31, 2021, the allowance for credit
losses on off-balance sheet exposures was $7 million and $12 million,
respectively. The Company estimates expected credit losses over the contractual
period in which the Company is exposed to credit risk via a contractual
obligation to extend credit, unless that obligation is unconditionally
cancellable by the Company. The allowance for credit losses on off-balance sheet
credit exposures is adjusted as a provision for credit losses expense. The
estimate includes consideration of the likelihood that funding will occur and an
estimate of expected credit losses on commitments expected to be funded over
their estimated life. The Company examined historical credit conversion factor
("CCF") trends to estimate utilization rates, and chose an appropriate mean CCF
based on both management judgment and quantitative analysis. Quantitative
analysis involved examination of CCFs over a range of fund-up windows (between
12 and 36 months) and comparison of the mean CCF for each fund-up window with
management judgment determining whether the highest mean CCF across fund-up
windows made business sense. The Company applies the same standards and
estimated loss rates to the credit exposures as to the related class of loans.

When applying this critical accounting policy, we incorporate several inputs and
judgments that may be influenced by changes period to period. These include, but
are not limited to changes in the economic environment and forecasts, changes in
the credit profile and characteristics of the loan portfolio, and changes in
prepayment assumptions which will result in provisions to or recoveries from the
balance of the allowance for credit losses.

While changes to the economic environment forecasts, and portfolio
characteristics will change from period to period, portfolio prepayments are an
integral assumption in estimating the allowance for credit losses on our
mortgage loan portfolio, are subject to estimation uncertainty and changes in
this assumption could have a material impact to our estimation process.
Prepayment assumptions are sensitive to interest rates and existing loan terms
and determine the weighted average life of the mortgage loan portfolio.
Excluding other factors, as the weighted average life of the portfolio increases
or decreases, so will the required amount of the allowance for credit losses on
mortgage loans.
                                       43
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Balance Sheet Summary



At June 30, 2022, total assets were $63.1 billion, up $3.6 billion or 12%
annualized compared to December 31, 2021 and up $2.1 billion or 14% annualized
compared to March 31, 2022. Both the year-over-date and linked-quarter growth
were driven by significant loan and deposit growth, an increase in cash
balances, offset by a decline in wholesale borrowings, while total securities
remained relatively unchanged.

Total loans and leases held for investment increased $2.8 billion or 12%
annualized compared to December 31, 2021 and $1.8 billion or 15% annualized on a
linked-quarter basis. This was due to continued strong growth in the
multi-family portfolio combined with a significant rebound in the specialty
finance portfolio. Total multi-family loans at June 30, 2022 totaled $36.8
billion, representing growth of $2.2 billion compared to December 31, 2021 or
13% on an annualized basis and $1.0 billion of growth compared to March 31,
2022, up 11% annualized. Total specialty finance loans and leases totaled $4.1
billion at June 30, 2022, up $638 million or 36% annualized compared to December
31, 2021 and up $806 million or 97% compared to March 31, 2022. In addition,
total specialty finance commitments increased 16% to $6.6 billion compared to
$5.7 billion at March 31, 2022.

Cash balances increased $1.1 billion to $3.3 billion compared to the level at
December 31, 2021 and approximately $400 million or 52% annualized compared to
March 31, 2022.

Total securities at June 30, 2022 were $5.7 billion, relatively unchanged compared to both $5.8 billion at December 31, 2021 and $5.6 billion at March 31, 2022.



At June 30, 2022, deposits totaled $41.2 billion, up $6.2 billion or 35%
annualized compared to December 31, 2021 and $3.3 billion during the current
second quarter, also up 35% on a linked-quarter basis. Both the linked-quarter
and year-to-date increases were driven by our BaaS business and growth in
loan-related deposits. BaaS-related deposits totaled $7.8 billion at June 30,
2022, up $2.3 billion or 43% on a linked-quarter basis, while loan-related
deposits totaled $4.9 billion, up $494 million on a linked-quarter basis and
$921 million on a year-to-date basis.

BaaS-related deposits fall primarily under three categories: traditional BaaS,
consisting primarily of fintech company deposits; government banking as a
service, servicing various municipalities and the U.S. Treasury's prepaid debit
card program; and mortgage as a service, which caters to mortgage banking and
servicing companies and consists of escrow deposits for principal, interest, and
tax payments. At June 30, 2022, traditional BaaS deposits totaled $5.5 billion;
government banking as a service totaled $652 million; and mortgage as a service
totaled $1.6 billion of deposits.

Wholesale borrowings at June 30, 2022 totaled $13.7 billion, down $2.3 billion or 28% annualized compared to December 31, 2021 and down $1.0 billion on a linked-quarter basis, also down 28%.



Total stockholders' equity at June 30, 2022 was $6.8 billion, down $220 million
or 6% annualized compared to December 31, 2021 and down $85 million or 5%
annualized compared to March 31, 2022. Excluding goodwill and preferred stock,
tangible common stockholders' equity totaled $3.9 billion, relatively unchanged
compared to $4.0 billion at both March 31, 2022 and December 31, 2021.

Book value per common share stood at $13.56 as of June 30, 2022 compared to
$13.72 at March 31, 2022 and $14.07 at December 31, 2021, while tangible book
value per share as of June 30, 2022 was $8.35 compared to $8.52 at March 31,
2022 and $8.85 at December 31, 2021.

Loans and Leases

Loans and Leases Originated for Investment



The majority of the loans we originate are loans and leases held for investment
and most of the held-for-investment loans we produce are multi-family loans. Our
production of multi-family loans began over five decades ago in the five
boroughs of New York City, where the majority of the rental units currently
consist of non-luxury, rent-regulated apartments featuring below-market rents.
In addition to multi-family loans, our portfolio of loans held for investment
contains a number of CRE loans, most of which are secured by income-producing
properties located in New York City and Long Island.

In addition to multi-family and CRE loans, our specialty finance loans and
leases have become an increasingly larger portion of our overall loan portfolio.
The remainder of our portfolio includes smaller balances of C&I loans,
one-to-four family loans, ADC loans, and other loans held for investment. The
majority of C&I loans consist of loans to small- and mid-size businesses.

For the quarter ended June 30, 2022, total loans and leases originated for
investment were $5.3 billion, up $2.2 billion or 72% compared to the quarter
ended June 30, 2021 and exceeded the previous quarter's pipeline by $2.8 billion
or 107%. On a year-over-year basis, multi-family originations rose $861 million
or 41% to $2.9 billion, while specialty finance originations increased $1.3
billion or 210% to $1.9 billion. CRE originations increased 204% or $143 million
to $213 million during the quarter ended June 30, 2022.
                                       44
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The following table presents information about the loans held for investment we originated for the respective periods:




                                             For the Three Months Ended                  For the Six Months Ended
                                     June 30,         March 31,       June 30,          June 30,           June 30,
(dollars in millions)                  2022             2022            2021              2022               2021
Mortgage Loan Originated for
Investment:
Multi-family                       $     2,939    $        2,410   $      2,078     $        5,349    $         3,544
Commercial real estate                     213               281             70                494                513
One-to-four family residential              82                62             46                144                 68
Acquisition, development, and
construction                                32                40             70                 72                 76
Total mortgage loans originated
for investment                           3,266             2,793          2,264              6,059              4,201
Other Loans Originated for
Investment:
Specialty finance                        1,877               638            606              2,515              1,147
Other commercial and industrial            116               102            193                218                256
Other                                        1                 2              2                  3                  3
Total other loans originated for
investment                               1,994               742            801              2,736              1,406
Total loans originated for
investment                         $     5,260    $        3,535   $      3,065     $        8,795    $         5,607

Loans and Leases Held for Investment

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." The majority of our multi-family loans are made to
long-term owners of buildings with apartments that are subject to rent
regulation and feature below-market rents.

At June 30, 2022, total multi-family loans represented $37 billion or 76% of total loans and leases held for investment.



At June 30, 2022, 72% of our multi-family loans were secured by rental apartment
buildings in the New York City metro area and 3% 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 in which we
operate.

In addition, 61% or $22.5 billion of the Company's overall multi-family
portfolio is secured by properties in New York State, of which $19.7 billion are
subject to rent regulation laws. The weighted average LTV of the rent-regulated
segment of the multi-family portfolio was 56.66%, as of June 30, 2022, 372 bps
below the overall multi-family weighted average LTV of 60.38%.

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 produce. Reflecting the nature of the
buildings securing our loans, our underwriting standards, and the generally
conservative LTV ratios our multi-family loans feature at origination, a
relatively small percentage of the multi-family loans that have transitioned to
non-performing status have actually resulted in losses, even when the credit
cycle has taken a downward turn.

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 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 (i.e., the LTV) of the property.

In addition to requiring a minimum DSCR of 125% 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, some of 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.
                                       45
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Commercial Real Estate Loans

At June 30, 2022, CRE loans represented $7 billion or 14% of total loans and leases held for investment, unchanged compared to the previous quarter.



The CRE loans originated by the Company are also secured by income-producing
properties, such as office buildings, mixed-use buildings (retail storefront on
the ground floor and apartment units above the ground floor), retail centers,
and multi-tenanted light industrial properties. At June 30, 2022, 83% of our CRE
loans were secured by properties in the New York City metro area, while
properties in other parts of New York State accounted for 3% of the properties
securing our CRE loans and properties in all other states accounted for 15%
combined.

Specialty Finance Loans and Leases

At June 30, 2022, specialty finance loans and leases totaled $4.1 billion or 9% of total loans and leases held for investment.

We produce our specialty finance loans and leases through a subsidiary that is staffed by a group of industry veterans with expertise in originating and underwriting senior securitized debt and equipment loans and leases. The subsidiary participates in syndicated loans that are brought to them, and equipment loans and leases that are assigned to them, by a select group of nationally recognized sources, and are generally 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.



The specialty finance loans and leases we fund fall into three 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 in, or outright ownership of, the underlying collateral, and structured
as senior debt or as a non-cancelable lease. Asset-based and dealer floor-plan
loans are priced at floating rates predominately tied to SOFR or
LIBOR-replacement rates, while our equipment financing credits are priced 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.

C&I Loans

At June 30, 2022, C&I loans totaled $549 million or 1% of total loans and leases held for investment.



The 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, demand
loans, revolving lines of credit, and, to a much lesser extent, loans that are
partly guaranteed by the Small Business Administration.

A broad range of 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 C&I
loans, several factors are considered, including the purpose, the collateral,
and the anticipated sources of repayment. 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.

Acquisition, Development, and Construction Loans



ADC loans at June 30, 2022 totaled $195 million and represented 0.40% of total
loans and leases held for investment. Because ADC loans are generally considered
to have a higher degree of credit risk, especially during a downturn in the
business cycle, borrowers are required to provide a guarantee of repayment and
completion.

One-to-Four Family Loans

At June 30, 2022, one-to-four family loans totaled $129 million or 0.27% of
total loans and leases held for investment. These loan balances include certain
mixed-use CRE with less than five residential units classified as one-to-four
family loans.
                                       46
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Other Loans

Other loans totaled $6 million at June 30, 2022 and consisted mainly of overdraft loans and loans to non-profit organizations. We currently do not offer home equity loans or home equity lines of credit.

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
approved by the Management Credit Committee, the Board Credit Committee, and the
Board of Directors of the Bank.

C&I loans less than or equal to $3 million are approved by the joint authority
of lending officers. C&I loans in excess of $3 million and all multi-family,
CRE, ADC, and Specialty Finance loans regardless of amount are required to be
presented to the Management Credit Committee for approval. Multi-family, CRE,
and C&I loans in excess of $5 million and Specialty Finance in excess of $15
million are also required to be presented to the Commercial Credit Committee and
the Mortgage and Real Estate Committee of the Board, as applicable so that the
Committees can review the loan's associated risks. The Commercial Credit and
Mortgage and Real Estate 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 Bank's strategic
objectives and risk appetites.

The Board of Directors updated certain aspects of the Company's lending authority as detailed below. These changes were effective as of July 21, 2021.



Multi-family, CRE, ADC, and specialty finance loans less than or equal to $10
million and C&I loans less than or equal to $5 million are approved by the joint
authority of lending officers. C&I loans in excess of $5 million and all
multi-family, CRE, ADC, and specialty finance loans in excess of $10 million are
required to be presented to the Management Credit Committee for approval.
Multi-family, CRE, ADC, and specialty finance loans in excess of $50 million and
C&I loans in excess of $10 million are also required to be presented to the
Board Credit Committee of the Board, so that the Committee can review the loan's
associated risks and approve the credit. The Board Credit Committee has
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 Bank's strategic objectives and risk appetites.

In addition, all loans of $50 million or more originated by the Bank continue to be reported to the Board of Directors.

At June 30, 2022, the largest mortgage loan in our portfolio was a $329 million multi-family loan collateralized by six properties located in Brooklyn, New York. As of the date of this report, the loan has been current since origination.


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Geographical Analysis of the Portfolio of 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 June 30, 2022:




                                               At June 30, 2022
                          Multi-Family Loans             Commercial Real Estate Loans
                                       Percent                                Percent
(dollars in millions)     Amount      of Total             Amount            of Total
New York City:
Manhattan             $       7,655       20.82   %   $          2,854              42.52   %
Brooklyn                      6,422       17.46                    351               5.23
Bronx                         3,725       10.13                    143               2.13
Queens                        2,922        7.95                    554               8.25
Staten Island                   127        0.34                     52               0.78
Total New York City   $      20,851       56.70   %   $          3,954              58.91   %
New Jersey                    5,034       13.69                    554               8.25
Long Island                     537        1.46                  1,033              15.39
Total Metro New York  $      26,422       71.85   %   $          5,541              82.55   %
Other New York State          1,152        3.13                    169               2.52
Pennsylvania                  3,722       10.12                    320               4.77
Florida                       1,621        4.41                    207               3.08
Ohio                            733        2.00                     40               0.60
Arizona                         417        1.13                     33               0.49
All other states              2,705        7.36                    402               5.99
Total                 $      36,772      100.00   %   $          6,712             100.00   %


At June 30, 2022, the largest concentration of ADC loans held for investment was located in Metro New York, with a total of $167 million at that date. The majority of our other loans held for investment were secured by properties and/or businesses located in Metro New York.

Asset Quality

Non-Performing Loans and Repossessed Assets



NPAs declined $14 million or 20% to $56 million at June 30, 2022 compared to the
previous quarter. This represented 0.09% of total assets compared to 0.11% of
total assets at March 31, 2022. Total NPLs were $50 million, down $13 million or
21% compared to March 31, 2022, representing 0.10% of total loans compared to
0.13% at the previous quarter. Repossessed assets, consisting primarily of
repossessed taxi medallions, were $6 million at June 30, 2022, down $1 million
or 14% from March 31, 2022. Finally, total loans past due 30 to 89 days declined
$4 million or 12% to $30 million compared to the previous quarter.

For the three months ended June 30, 2022, the Company reported a net recovery of
$7 million compared to a net charge-off of $2 million for the three months ended
March 31, 2022. For the six months ended June 30, 2022, the Company reported net
recoveries of $5 million compared to net recoveries of $7 million for the six
months ended June 30, 2021.
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The following table presents our non-performing loans by loan type and the changes in the respective balances from December 31, 2021 to June 30, 2022:




                                                                                  Change from
                                                                               December 31, 2021
                                                                                      to
                                                                                 June 30, 2022
                                       June 30,       December 31,
(dollars in millions)                    2022             2021              Amount          Percent
Non-Performing Loans:
Non-accrual mortgage loans:
Multi-family                        $          18   $            10     $          8               80   %
Commercial real estate                         27                16               11               69
One-to-four family                              -                 1               (1 )           (100 )
Acquisition, development, and
construction                                    -                 -                -                -
Total non-accrual mortgage loans               45                27               18               67
Non-accrual other loans (1)                     5                 6               (1 )            (17 )
Total non-performing loans          $          50   $            33     $         17               52



(1)

Includes $4 million and $6 million of non-accrual taxi medallion-related loans at June 30, 2022 and December 31, 2021, respectively.



The following table sets forth the changes in non-performing loans over the six
months ended June 30, 2022:


(dollars in millions)
Balance at December 31, 2021                       $    33
New non-accrual                                         36
Charge-offs                                             (1 )
Transferred to repossessed assets                        -

Loan payoffs, including dispositions and principal


  pay-downs                                            (18 )
Restored to performing status                            -
Balance at June 30, 2022                           $    50




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 the Company no longer
expects to collect all amounts due according to the contractual terms of the
loan agreement. When a loan is placed on non-accrual status, management ceases
the accrual of interest owed, and previously accrued interest is charged against
interest income. A loan is generally returned to accrual status when the loan is
current and management has reasonable assurance that the loan will be fully
collectible. Interest income on non-accrual loans is recorded when received in
cash. At June 30, 2022 and December 31, 2021, all of our non-performing loans
were non-accrual loans.

We monitor non-accrual loans both within and beyond our primary lending area,
which is defined as including: (a) the counties that comprise our CRA Assessment
area, and (b) the entirety of the following states: Arizona; Florida; New York;
New Jersey; Ohio; and Pennsylvania, 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 generally 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 LTVs on a portfolio-wide basis.
                                       49
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Non-performing loans are reviewed regularly by management and discussed on a
monthly basis with the Management Credit Committee, the Board Credit Committee,
and the Boards of Directors of the Company and the Bank, as applicable.
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 and assets that are acquired through foreclosure are classified as
either OREO or repossessed assets, and are recorded at fair value at the date of
acquisition, less the estimated cost of selling the property/asset. Subsequent
declines in the fair value of OREO or repossessed assets are charged to earnings
and are included in non-interest expense. It is our policy to require an
appraisal and an environmental assessment (in accordance with our Environmental
Risk Policy) of properties classified as OREO before foreclosure, and to
re-appraise the properties/assets on an as-needed basis, and not less than
annually, until they are sold. We dispose of such properties/assets as quickly
and prudently as possible, given current market conditions and the property's or
asset'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 closing, with a member of the Board Credit Committee
participating in inspections on multi-family, CRE, and ADC loans to be
originated in excess of $50 million. We continue to conduct inspections as per
the aforementioned policy, however, due to the COVID-19 pandemic, currently full
access to some properties and buildings may be limited. 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 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.

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 new rent regulation 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. 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 our multi-family loans.

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 125%
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 June 30, 2022. Exceptions to these LTV limitations are minimal and
are reviewed on a case-by-case basis.
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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%. In addition, 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, our 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.

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.

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.

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.

The following table presents our loans 30 to 89 days past due by loan type and
the changes in the respective balances from December 31, 2021 to June 30, 2022:

                                                                                   Change from
                                                                                December 31, 2021
                                                                                        to
                                                                                  June 30, 2022
                                         June 30,        December 31,
(dollars in millions)                      2022              2021            Amount           Percent
Loans 30-89 Days Past Due:
Multi-family                           $         20     $           57     $      (37 )             -65 %
Commercial real estate                            1                  2             (1 )             -50
One-to-four family                                7                  8             (1 )             -13
Acquisition, development, and
construction                                      -                  -              -                NM
Other loans (1)                                   2                  -              2                NM
Total loans 30-89 days past due        $         30     $           67     $      (37 )             -55 %



(1)

Does not include any past due taxi medallion-related loans at June 30, 2022 and December 31, 2021.


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During the second quarter of 2022, total loans 30-89 days past due decreased to
$30 million compared to $67 million at December 31, 2021, primarily due to two
multi-family loans that became current during the six months ending June 30,
2022.

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.



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

At June 30, 2022, the Company's three largest NPLs were two CRE loans with balances of $19 million and $8 million and one multi-family loan of $7 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 June 30, 2022,
non-accrual TDRs included taxi medallion-related loans with a combined balance
of $4 million.

At June 30, 2022, loans on which concessions were made with respect to rate reductions and/or extensions of maturity dates totaled $45 million.



Based on the number of loans performing in accordance with their revised terms,
our success rates for restructured CRE and multi-family loans, was 100%. The
success rates for restructured one-to-four family and other loans were 100% and
32%, respectively, at June 30, 2022.

Analysis of Troubled Debt Restructurings



The following table sets forth the changes in our TDRs over the six months ended
June 30, 2022:

                                                              Non-
(dollars in millions)                       Accruing         Accrual         Total
Balance at December 31, 2021             $         16     $        13     $      29
New TDRs                                            -              19            19
Charge-offs                                         -               -             -
Transferred from performing                         -               -             -

Loan payoffs, including dispositions and


  principal pay-downs                               -              (3 )          (3 )
Balance at June 30, 2022                 $         16     $        29     $      45



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 six months ended June 30, 2022, 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.
                                       52
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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 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.



The following table presents information on the Company's net charge-offs as
compared to average loans outstanding for the six months ended June 30, 2022:


                                                           For the Six Months Ended,
                                                           June 30,          June 30,
(dollars in millions)                                        2022              2021
Multi-family
Net charge-offs (recoveries) during the period          $             -    $           2
Average amount outstanding                              $        35,332

$ 32,177 Net charge-offs (recoveries) as a percentage of average loans

                                                              0.00 %   

0.01 %



Commercial real estate
Net charge-offs (recoveries) during the period          $             -    $          (2 )
Average amount outstanding                              $         6,669    

$ 6,830 Net charge-offs (recoveries) as a percentage of average loans

                                                              0.00 %   

-0.03 %



One-to-Four Family
Net charge-offs (recoveries) during the period          $             -    $           -
Average amount outstanding                              $           146    

$ 210 Net charge-offs (recoveries) as a percentage of average loans

                                                              0.00 %   

0.00 %



Acquisition, Development and Construction
Net charge-offs (recoveries) during the period          $             -    $           -
Average amount outstanding                              $           228    

$ 110 Net charge-offs (recoveries) as a percentage of average loans

                                                              0.00 %   

0.00 %



Other Loans
Net charge-offs (recoveries) during the period          $            (5 )  $          (7 )
Average amount outstanding                              $         4,104    

$ 3,450 Net charge-offs (recoveries) as a percentage of average loans

                                                             -0.12 %   

-0.20 %



Total loans
Net charge-offs (recoveries) during the period          $            (5 )  $          (7 )
Average amount outstanding                              $        46,479

$ 42,777 Net charge-offs (recoveries) as a percentage of average loans

                                                             -0.01 %   

-0.02 %

Geographical Analysis of Non-Performing Loans



The following table presents a geographical analysis of our non-performing loans
at June 30, 2022:


(dollars in millions)
New York                     $   46
New Jersey                        3
All other states                  1
Total non-performing loans   $   50


Securities

At June 30, 2022, total securities declined $118 million to $5.7 billion, down
4% annualized compared to December 31, 2021 and were relatively unchanged
compared to March 31, 2022. At June 30, 2022, total securities represented 9.0%
of total assets compared to 9.2% and 9.7%, respectively, at March 31, 2022 and
December 31, 2021.
                                       53
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The following table summarizes the weighted average yield of debt securities for the maturities indicated at June 30, 2022:




                                                    U.S.             State,
                                 Mortgage-       Government         County,             Other
                                  Related          and GSE            and                Debt
                                Securities       Obligations       Municipal        Securities (2)


Available-for-Sale Debt
  Securities: (1)
Due within one year                    2.75   %          2.12   %            -   %             1.01   %
Due from one to five years             3.28              3.22                -                 2.92
Due from five to ten years             2.73              1.59             3.53                 3.25
Due after ten years                    1.96              1.62                -                 1.76
Total debt securities available
for sale                               2.11              1.88             3.53                 2.67


(1)
The weighted average yields are calculated by multiplying each carrying value by
its yield and dividing the sum of these results by the total carrying values and
are not presented on a tax-equivalent basis.

(2)

Includes corporate bonds, capital trust notes, foreign notes, and asset-backed securities.



Federal Home Loan Bank Stock

As a member of the FHLB-NY, the Bank is required to acquire and hold shares of
its capital stock, and to the extent FHLB borrowings are utilized, may further
invest in FHLB stock. At June 30, 2022 and December 31, 2021, the Bank held
FHLB-NY stock in the amount of $635 million and $734 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 Bank totaled $8 million and $8 million, respectively, in the three months ended June 30, 2022 and 2021.

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 Income and Comprehensive Income. Reflecting an
increase in the cash surrender value of the underlying policies, our investment
in BOLI increased $8 million to $1.2 billion at June 30, 2022 from December 31,
2021.

Goodwill

We record goodwill 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.
Goodwill totaled $2.4 billion at both June 30, 2022 and December 31, 2021.

Sources of Funds

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

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 $6.0 billion in the six months ended June 30,
2022, up $1.6 billion from the $4.4 billion recorded in the year-earlier six
months. Cash flows from the repayment and sales of securities totaled $397
million and $931 million, respectively, in the corresponding periods, while
purchases of securities totaled $788 million and $1.3 billion, respectively.
                                       54
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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. From time to time, we
have 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.

At June 30, 2022, total deposits were $41.2 billion, up $3.3 billion compared to
total deposits at March 31, 2022, and up $6.2 billion since December 31, 2021.
At June 30, 2022, total deposits represented 65.4% of total assets compared to
62.2% at March 31, 2022 and 58.9% at December 31, 2021. Additionally, at June
30, 2022, CDs represented 19.6% of total deposits versus 20.8% at March 31, 2022
and 24.0% at December 31, 2021.

Included in the June 30, 2022 balance of deposits were business institutional
deposits of $1.9 billion and municipal deposits of $597 million, as compared to
$1.4 billion and $751 million, respectively, at December 31, 2021. Also,
included in the June 30, 2022 balance of deposits was $7.8 billion of
BaaS-related deposits up $5.8 billion from December 31, 2021. Brokered deposits
remained stable at $4.5 billion, including brokered interest-bearing checking
accounts of $467 million at June 30, 2022 and $1.5 billion at December 31, 2021,
brokered money market accounts of $2.9 billion at June 30, 2022 and $2.9 billion
at December 31, 2021, and brokered CDs of $1.1 billion at June 30, 2022 and $1.2
billion at December 31, 2021. 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.

The following table indicates the amount of time deposits, by account, that are
in excess of the FDIC insurance limit (currently $250,000) by time remaining
until maturity as of June 30, 2022:

                                                              June 30,
(dollars in millions)                                           2022

Portion of U.S. time deposits in excess of insurance limit $ 2,598 Time deposits otherwise uninsured with a maturity of: 3 months or less

$      693
Over 3 months through 6 months                                      388
Over 6 months through 12 months                                     509
Over 12 months                                                    1,008
Total time deposits otherwise uninsured                      $    2,598

Borrowed Funds



Borrowed funds consist primarily of wholesale borrowings (i.e., FHLB-NY
advances, repurchase agreements, and federal funds purchased) and, to a far
lesser extent, junior subordinated debentures and subordinated notes. As of June
30, 2022, borrowed funds declined $2.3 billion or 27% annualized to $14.3
billion compared to December 31, 2021, and represented 23% of total assets at
that date. The decrease was mainly due to a decline in wholesale borrowings,
consisting primarily of FHLB-NY advances, which declined to $13.7 billion
compared to $15.9 billion at year-end 2021. Also included in wholesale
borrowings are repurchase agreements of $800 million, unchanged from the balance
at December 31, 2021.

Subordinated Notes

On November 6, 2018, the Company issued $300 million aggregate principal amount
of its 5.90% Fixed-to-Floating Rate Subordinated Notes due 2028. The Company has
used $278 million of the net proceeds from the offering to repurchase shares of
its common stock pursuant to its previously announced share repurchase program,
and may use the balance of the offering towards the repurchase of its common
stock or for other general corporate purposes. The Notes were offered to the
public at 100% of their face amount. At June 30, 2022, the balance of
subordinated notes was $296 million, which excludes certain costs related to
their issuance.

Junior Subordinated Debentures

Junior subordinated debentures totaled $361 million at June 30, 2022, comparable to the balance at December 31, 2021.


                                       55
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Risk Definitions



The following section outlines the definitions of interest rate risk, market
risk, and liquidity risk, and how the Company manages market and interest rate
risk:

Interest Rate Risk - Interest rate risk is the risk to earnings or capital
arising from movements in interest rates. Interest rate risk arises from
differences between the timing of rate changes and the timing of cash flows
(re-pricing risk); from changing rate relationships among different yield curves
affecting Company activities (basis risk); from changing rate relationships
across the spectrum of maturities (yield curve risk); and from interest-related
options embedded in a bank's products (options risk). The evaluation of interest
rate risk must consider the impact of complex, illiquid hedging strategies or
products, and also the potential impact on fee income (e.g. prepayment income)
which is sensitive to changes in interest rates. In those situations where
trading is separately managed, this refers to structural positions and not
trading portfolios.

Market Risk - Market risk is the risk to earnings or capital arising from
changes in the value of portfolios of financial instruments. This risk arises
from market-making, dealing, and position-taking activities in interest rate,
foreign exchange, equity, and commodities markets. Many banks use the term
"price risk" interchangeably with market risk; this is because market risk
focuses on the changes in market factors (e.g., interest rates, market
liquidity, and volatilities) that affect the value of traded instruments. The
primary accounts affected by market risk are those which are revalued for
financial presentation (e.g., trading accounts for securities, derivatives, and
foreign exchange products).

Liquidity Risk - Liquidity risk is the risk to earnings or capital arising from
a bank's inability to meet its obligations when they become due, without
incurring unacceptable losses. Liquidity risk includes the inability to manage
unplanned decreases or changes in funding sources. Liquidity risk also arises
from a bank's failure to recognize or address changes in market conditions that
affect the ability to liquidate assets quickly and with minimal loss in value.

Management of Market and 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, risk appetite, 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
and the Bank.

Market and Interest Rate Risk



As a financial institution, we are focused on reducing our exposure to interest
rate volatility. Changes in interest rates pose one of the greatest challenges
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
interest rates and the availability of refinancing opportunities.

We manage our interest rate risk by taking the following actions: continue to
emphasize the origination and retention of intermediate-term assets, primarily
in the form of multi-family and CRE loans; continue to originate certain
floating rate C&I loans; depending on funding needs, replace maturing wholesale
borrowings with longer term borrowings; and as needed, execute interest rate
swaps.

LIBOR Transition Process

The discontinuation of LIBOR has been developing since 2017 when the United
Kingdom's Financial Conduct Authority ("FCA") first called for LIBOR to be
phased out by 2021. The ICE Benchmark Administration, the publisher of LIBOR
discontinued publication of the one-week and two-month US Dollar LIBOR on
December 31, 2021, and will discontinue publication of overnight, one-month,
three-month, six-month, and twelve-month U.S Dollar LIBORs on June 30, 2023,
although its use for new business was restricted after December 31, 2021, with
limited exceptions.
                                       56
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In October 2020, the International Swaps and Derivatives Association announced
fallback language for derivative contracts incorporating SOFR, as well as a
process by which counterparties to such contracts could elect to apply the
fallback language to existing derivatives on or after January 25, 2021. SOFR was
identified by the Alternative Reference Rates Committee (ARRC), a group of
private-market participants convened to help ensure a successful transition from
LIBOR in the United States, as the recommended replacement to US Dollar LIBOR in
the United States. The adoption of the fallback protocols does not change the
index for subject agreements from LIBOR to SOFR, but simply creates the legal
framework for the appropriate mechanisms to occur in the future.

The Bank established a sub-committee of ALCO to address issues related to the
phase out and transition away from LIBOR. The sub-committee is led by our Chief
Financial Officer and consists of personnel from various departments throughout
the Bank. The Company has identified certain LIBOR-based contracts that extend
beyond June 30, 2023, which may include loans and leases, securities, wholesale
borrowings, derivative financial instruments, and long-term debt. The
sub-committee has reviewed the associated contracts and legal agreements for
conformance to the ARRC aligned fallback language and noted that certain
contracts will require some form of standardization in accordance with LIBOR
transition recommended fallback provisions.

The FRB, the FDIC, and the OCC issued supervisory guidance encouraging banks to
cease entering into new contracts that use USD LIBOR as a reference rate as soon
as practicable and in any event by December 31, 2021. In accordance with
guidance, as of after December 31, 2021 the Bank does not offer LIBOR indexed
products.

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 June 30, 2022, our one-year gap was a negative 26.14%, compared to a negative
7.43% at December 31, 2021. The change in our one-year gap from December 31,
2021, primarily reflects an increase in borrowings that will mature or are
projected to get put back to the Company and an increase in new deposit balances
that are indexed to short term rates.

The table on the following page sets forth the amounts of interest-earning
assets and interest-bearing liabilities outstanding at June 30, 2022 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 June 30, 2022 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 CPR of 6.99% per annum;
for multi-family and CRE loans, prepayment rates are forecasted at weighted
average CPRs of 8.69% and 7.25% per annum, respectively. Borrowed funds were not
assumed to prepay.

Savings, interest bearing checking 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 67% for the first five years and 33%
for years six through ten. Interest-bearing checking accounts were assumed to
decay at a rate of 85% for the first five years and 15% for years six through
ten. The decay assumptions reflect the prolonged low
                                       57
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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 79% for the first five years and 21% for years six through ten.



                                                                         At June 30, 2022
                                                         More Than         More Than
                          Three          Four to         One Year            Three             More Than
(dollars in              Months          Twelve          to Three           Years to          Five Years          More Than
millions)                or Less         Months            Years           Five Years         to 10 Years         10 Years          Total

INTEREST-EARNING
ASSETS:
Mortgage and other
loans (1)             $     7,153     $     5,636     $      14,144     $       13,698     $         7,856     $           -     $   48,487
Mortgage-related
securities (2)(3)             191             171               520                329                 437               819          2,467
Other
securities (2)              1,754             445               361                 40                 403               829          3,832
Interest-earning
cash, cash
equivalents
and due from banks          3,130               -                 -                  -                   -                 -          3,130
Total
interest-earning
assets                     12,228           6,252            15,025             14,067               8,696             1,648         57,916
INTEREST-BEARING
LIABILITIES:
Interest-bearing
checking and money
  market accounts          11,890             506             2,865                648               3,280                 -         19,189
Savings accounts            3,067           2,599               480                295               3,139                 -          9,580
Certificates of
deposit                     3,070           3,078             1,882                 60                   -                 -          8,090
Borrowed funds              7,989           2,775             2,900                500                   -               143         14,307
Total
interest-bearing
liabilities                26,016           8,958             8,127              1,503               6,419               143         51,166
Interest rate
sensitivity gap per
period (4)            $   (13,788 )   $    (2,706 )   $       6,898     $       12,564     $         2,277     $       1,505     $    6,750
Cumulative interest
rate sensitivity
gap                   $   (13,788 )   $   (16,494 )   $      (9,596 )   $        2,968     $         5,245     $       6,750
Cumulative interest
rate sensitivity
gap
  as a percentage
of total assets            (21.85 ) %      (26.14 ) %        (15.21 ) %           4.70   %            8.31   %         10.70   %
Cumulative net
interest-earning
assets as a
  percentage of net
interest-bearing
liabilities                 47.00   %       52.84   %         77.74   %         106.65   %          110.28   %        113.19   %



(1)
For the purpose of the gap analysis, loans held for sale, non-performing 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.

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 quarterly 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 June 30, 2022, the impact of a 100 bp decline in market interest rates
would have increased our projected prepayment rates for multi-family and CRE
loans by a constant prepayment rate of 2.90% 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
                                       58
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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 Economic Value of Equity ("EVE") over a
range of interest rate scenarios. EVE is defined as the net present value of
expected cash flows from assets, liabilities, and off-balance sheet contracts.
The EVE ratio, under any interest rate scenario, is defined as the EVE 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 June 30, 2022, the following table reflects the estimated percentage change in our EVE, assuming the changes in interest rates noted:



                         Estimated
     Change in          Percentage
     Interest            Change in
  Rates (in basis        Economic
    points) (1)       Value of Equity
-100 over one year         5.78%
+100 over one year        -8.17%
+ 200 over one year       -16.66%



(1)

The impact of a 200 bp reduction in interest rates is not presented in view of the current level of the federal funds rate and other short-term interest rates.

The net changes in EVE presented in the preceding table are within the limits approved by the Boards of Directors of the Company and the Bank.



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 EVE 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 EVE 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 consider the benefit of any strategic actions we may take to
further reduce our exposure to interest rate risk. Accordingly, while the EVE
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.

Based on the information and assumptions in effect at June 30, 2022, 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    Estimated Percentage Change in
(in basis points) (1) (2)     Future Net Interest Income
   -100 over one year                   4.41%
   +100 over one year                   -3.72%
   +200 over one year                   -8.77%



(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 a 200 bp reduction in interest rates is not presented in view of
the current level of the federal funds rate and other short-term interest rates.
                                       59
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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 EVE 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 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 June 30, 2022, our
analysis indicated that an immediate inversion of the yield curve would be
expected to result in a (4.32)% decrease in net interest income; conversely, an
immediate steepening of the yield curve would be expected to result in a 13.38%
increase in net interest income. It should be noted that the yield curve changes
in these scenarios were updated, given the changing market rate environment,
which resulted in an increase in the income sensitivity in the steepening
scenario.

Liquidity, Contractual Obligations and Off-Balance Sheet Commitments and Capital Position



Liquidity

We manage our liquidity to ensure that our 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 $3.3 billion and $2.2 billion, respectively, at June
30, 2022 and December 31, 2021. As in the past, our loan and securities
portfolios provided meaningful liquidity in 2022, with cash flows from the
repayment and sale of loans totaling $6.0 billion and cash flows from the
repayment and sale of securities totaling $397 million.

Additional liquidity stems from deposits and from our use of wholesale funding
sources, including brokered deposits and wholesale borrowings. In addition, we
have access to the Bank's approved lines of credit with various counterparties,
including the FHLB-NY. The availability of these wholesale funding sources is
generally based on the amount of mortgage loan collateral available under a
blanket lien we have pledged to the respective institutions and, to a lesser
extent, the amount of available securities that may be pledged to collateralize
our borrowings. At June 30, 2022, our available borrowing capacity with the
FHLB-NY was $12.2 billion. In addition, the Bank had available-for-sale
securities of $5.7 billion, of which, $4.6 billion is unpledged.

Furthermore, the Bank has agreements with the FRB-NY that enable it to access
the discount window as a further means of enhancing their liquidity. In
connection with these agreements, the Bank has pledged certain loans and
securities to collateralize any funds they may borrow. At June 30, 2022, the
maximum amount the Bank could borrow from the FRB-NY was $1.1 billion. There
were no borrowings against these lines of credit at June 30, 2022.
                                       60
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Our primary investing activity is loan production, and the volume of loans we
originated for investment totaled $8.8 billion in 2022. During this time, the
net cash used in investing activities totaled $3.1 billion; the net cash
provided by our operating activities totaled $399 million. Our financing
activities provided net cash of $3.7 billion.

CDs due to mature or reprice in one year or less from June 30, 2022 totaled $6.1
billion, representing 76% of total CDs at that date. Our ability to attract and
retain retail deposits, including CDs, depends on numerous factors, including,
among others, the convenience of our branches and our other banking channels;
our customers' satisfaction with the service they receive; the rates of interest
we offer; the types of products we feature; and the attractiveness of their
terms.

Our decision to compete for deposits also depends on numerous factors, including, among others, 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.

The Parent Company is a separate legal entity from the Bank and must provide for
its own liquidity. In addition to operating expenses and any share repurchases,
the Parent Company is responsible for paying any dividends declared to our
stockholders. 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.

The Parent Company's ability to pay dividends may also depend, in part, upon
dividends it receives from the Bank. The ability of the 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 2022, the Bank paid
dividends totaling $190 million to the Parent Company, leaving $573 million that
it could dividend to the Parent Company without regulatory approval at year-end.
Additional sources of liquidity available to the Parent Company at June 30, 2022
included $133 million in cash and cash equivalents. If the Bank was 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.

Contractual Obligations and Off-Balance Sheet Commitments

In the normal course of business, we enter into a variety of contractual obligations in order to manage our assets and liabilities, fund loan growth, operate our branch network, and address our capital needs.



For example, we offer CDs with contractual terms to our customers, and borrow
funds under contract from the FHLB-NY and various brokerage firms. These
contractual obligations are reflected in the Consolidated Statements of
Condition under "Deposits" and "Borrowed funds," respectively. At June 30, 2022,
we had CDs of $8.1 billion and long-term debt (defined as borrowed funds with an
original maturity one year or more) of $12.6 billion.

At June 30, 2022, we also had commitments to extend credit in the form of
mortgage and other loan originations, as well as commercial, performance
stand-by, and financial stand-by letters of credit, totaling $4.9 billion. These
off-balance sheet commitments consist of agreements to extend credit, as long as
there is no violation of any condition established in the contract under which
the loan is made. Commitments generally have fixed expiration dates or other
termination clauses and may require the payment of a fee.

The letters of credit we issue consist of performance stand-by, financial
stand-by, and commercial letters of credit. Financial stand-by letters of credit
primarily are issued for the benefit of other financial institutions,
municipalities, or landlords on behalf of certain of our current borrowers, and
obligate us to guarantee payment of a specified financial obligation.
Performance stand-by letters of credit are primarily issued for the benefit of
local municipalities on behalf of certain of our borrowers. Performance letters
of credit obligate us to make payments in the event that a specified third party
fails to perform under non-financial contractual obligations. Commercial letters
of credit act as a means of ensuring payment to a seller upon shipment of goods
to a buyer. Although commercial letters of credit are used to effect payment for
domestic transactions, the majority are used to settle payments in international
trade. Typically, such letters of credit require the presentation of documents
that describe the commercial transaction, and provide evidence of shipment and
the transfer of title. 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.
                                       61
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Based upon our current liquidity position, we expect that our funding will be
sufficient to fulfill these cash obligations and commitments when they are due
both in the short term and long term.

For the three months ended June 30, 2022, we did not engage in any off-balance
sheet transactions reasonably likely to have a material effect on our financial
condition, results of operations or cash flows.

At June 30, 2022, we had no commitments to purchase securities.

Capital Position



On March 17, 2017, we issued 515,000 shares of preferred stock. The offering
generated capital of $503 million, net of underwriting and other issuance costs,
for general corporate purposes, with the bulk of the proceeds being distributed
to the Bank.

On October 24, 2018, the Company announced that it had received regulatory
approval to repurchase its common stock. Accordingly, the Board of Directors
approved a $300 million common share repurchase program. The repurchase program
was funded through the issuance of a like amount of subordinated notes. As of
June 30, 2022, the Company has repurchased a total of 29.7 million shares at an
average price of $9.61 or an aggregate purchase price of $285 million, leaving
$10 million remaining under the current authorization.

Stockholders' equity, common stockholders' equity, and tangible common
stockholders' equity includes AOCL, which decreased $368 million from the
balance at the end of last year and $379 million from the year-ago quarter to
$453 million at June 30, 2022. The year-to-date decrease was primarily the
result of a $391 million change in the net unrealized gain (loss) on
available-for-sale securities, net of tax, and a $23 million change in the net
unrealized loss on cash flow hedges, net of tax, to $14 million.

Regulatory Capital



The Bank is subject to regulation, examination, and supervision by the NYSDFS
and the FDIC (the "Regulators"). The Bank is also governed by numerous federal
and state laws and regulations, including the FDIC Improvement Act of 1991,
which established five categories of capital adequacy ranging from "well
capitalized" to "critically undercapitalized." Such classifications are used by
the FDIC to determine various matters, including prompt corrective action and
each institution's FDIC deposit insurance premium assessments. Capital amounts
and classifications are also subject to the Regulators' qualitative judgments
about the components of capital and risk weightings, among other factors.

The quantitative measures established to ensure capital adequacy require that
banks maintain minimum amounts and ratios of leverage capital to average assets
and of common equity tier 1 capital, tier 1 capital, and total capital to
risk-weighted assets (as such measures are defined in the regulations). At June
30, 2022, our capital measures continued to exceed the minimum federal
requirements for a bank holding company and for a bank. 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 and for the Bank on
a stand-alone basis, as well as the respective minimum regulatory capital
requirements, at that date:


Regulatory Capital Analysis (the Company)



                                           Risk-Based Capital
                      Common Equity
At June 30, 2022          Tier 1                 Tier 1                 Total              Leverage Capital
(dollars in
millions)            Amount     Ratio       Amount     Ratio       Amount     Ratio        Amount      Ratio
Total capital       $   4,368     9.16   % $  4,871     10.22   % $  5,719     12.00   % $    4,871      8.13   %
Minimum for capital
adequacy
  purposes              2,145     4.50        2,860      6.00        3,813      8.00          2,396      4.00
Excess              $   2,223     4.66   % $  2,011      4.22   % $  1,906      4.00   % $    2,475      4.13   %




                                       62

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Regulatory Capital Analysis (New York Community Bank)



                                           Risk-Based Capital
                      Common Equity
At June 30, 2022          Tier 1                 Tier 1                 Total              Leverage Capital
(dollars in
millions)            Amount     Ratio       Amount     Ratio       Amount     Ratio        Amount      Ratio
Total capital       $  5,365     11.26   % $  5,365     11.26   % $  5,569     11.69   % $    5,365      8.96   %
Minimum for capital
adequacy
  purposes             2,143      4.50        2,858      6.00        3,810      8.00          2,395      4.00
Excess              $  3,222      6.76   % $  2,507      5.26   % $  1,759      3.69   % $    2,970      4.96   %




At June 30, 2022, our total risk-based capital ratio exceeded the minimum requirement for capital adequacy purposes by 400 bps and the fully-phased in capital conservation buffer by 150 bps.





The 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 June 30, 2022



For the three months ended June 30, 2022, net income totaled $171 million, up
13% compared to the $152 million the Company reported for the three months ended
June 30, 2021. Net income available to common stockholders for the three months
ended June 30, 2022 totaled $163 million, up 13% compared to the $144 million
the Company reported for the three months ended June 30, 2021. On a per share
basis, diluted EPS were $0.34 for the three months ended June 30, 2022, up 13%
compared to the $0.30 the Company reported for the three months ended June 30,
2021. Both net income and net income available to common stockholders for the
three months ended June 30, 2022 include merger-related expenses of $3 million,
net of income tax, while the three months ended June 30, 2021 includes
merger-related expenses of $10 million, net of income tax and a $2 million
revaluation of the Company's deferred taxes due to a change in the New York
State tax rate.

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.

Net interest income is also influenced by the level of prepayment income
primarily 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.

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.

Year-Over-Year Comparison

Net interest income for the three months ended June 30, 2022 totaled $359
million, up $28 million or 8% on a year-over-year basis. This was driven by a
$42 million or 10% increase in interest income offset by a $14 million or 14%
increase in interest expense.
                                       63
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Details of the change in net interest income are as follows:


Interest income on loans and leases rose $38 million or 10% to $424 million on a
year-over-year basis and interest income on interest-earning cash and cash
equivalents rose $7 million to $9 million, while interest income on securities
declined $3 million to $40 million.


The year-over-year improvement in interest income was due to a $4.0 billion or
8% increase in average assets to $57.0 billion, mainly due to a significant
increase in average loan balances, along with a seven basis-point improvement in
the average yield to 3.32%.

Average loans increased $4.3 billion to $47.1 billion on a year-over-year basis, while the average loan yield increased one basis point to 3.61%.

Average securities balances of $6.7 billion were relatively unchanged, however, the average securities yield declined 15 basis points year-over-year to 2.40%.


Interest expense on average interest-bearing checking and MMAs increased $17
million to $24 million as average balances rose $4.8 billion and the average
cost increased 31 basis points to 0.55% on a year-over-year basis.


Interest expense on borrowed funds declined $4 million or 6% to $68 million,
year-over-year while average borrowings declined $715 million or 5% to $15.0
billion.

Average non-interest-bearing deposit balances declined $920 million or 17% to $4.6 billion.



Net Interest Margin

During the three months ended June 30, 2022, the NIM was 2.52%, up two basis
points on a year-over-year basis and up nine basis points on a linked-quarter
basis.

Prepayment income contributed 14 basis points to the current quarter's NIM, up
two basis points compared to the second quarter of last year and up six basis
points compared to the first quarter of this year. Excluding the impact from
prepayment income, the NIM on a non-GAAP basis was 2.38%, up three basis points
compared to the second quarter of this year.

The following table summarizes the contribution of loan and securities
prepayment income on the Company's interest income and NIM for the respective
periods:

                                                                                   June 30, 2022
                                           For the Three
                                           Months Ended                             Compared to
                             June 30,        March 31,       June 30,        March 31,         June 30,
(dollars in millions)          2022            2022            2021            2022              2021
Total Interest Income        $     473      $       429      $     431               10    %          10   %
Prepayment Income:
Loans                        $      19      $        11      $      22               73    %         (14 ) %
Securities                           1                -              5               NM    %         (80 ) %
Total prepayment income      $      20      $        11      $      27               82    %         (26 ) %
GAAP Net Interest Margin          2.52   %         2.43   %       2.50   %            9    bp          2   bp
Less:
Prepayment income from
loans                              -13   bp          -8   bp       -17   bp          (5 )  bp          4   bp
Prepayment income from
securities                          -1                -             -3      

(1 ) bp 2 bp


   Add excess liquidity              -                -              8                -                8
Total prepayment income
contribution to net
interest margin                    -14   bp          -8   bp       -12   bp          (6 )  bp         (2 ) bp
Adjusted Net Interest
Margin (non-GAAP)                 2.38   %         2.35   %       2.38   %            3    bp          0   bp



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The following table sets forth certain information regarding our average balance
sheet for the three-month periods, 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.

Net Interest Income Analysis
                                                                           For the Three Months Ended
                                          June 30, 2022                           March 31, 2022                         June 30, 2021
                                                          Average                                 Average                               Average
                                Average                   Yield/        Average                   Yield/        Average                 Yield/
(dollars in millions)           Balance      Interest      Cost         Balance      Interest      Cost         Balance    Interest      Cost
ASSETS:
Interest-earning assets:
Mortgage and other loans and
leases, net (1)               $   47,144   $       424        3.61    % $ 45,807   $       393        3.43    % $ 42,817   $     386        3.60    %
Securities (2)(3)                  6,676            40        2.40         6,538            34        2.12         6,790          43        2.55
 Reverse repurchase
agreements                           348             2        1.93           292             1        1.12           469           1        1.32
Interest-earning cash, cash
equivalents, and due from
banks                              2,861             7        0.93         1,924             1        0.21         2,946           1        0.11
Total interest-earning assets     57,029           473        3.32        54,561           429        3.15        53,022         431        3.25
Non-interest-earning assets        4,959                                   5,333                                   5,092
Total assets                  $   61,988                                $ 59,894                                $ 58,114
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Interest-bearing deposits:
Interest-bearing checking and
money market accounts         $   17,456   $        24        0.55    % $ 13,784   $         8        0.24    % $ 12,699   $       7        0.24    %
Savings accounts                   9,228            10        0.41         9,208             8        0.35         7,487           7        0.36
Certificates of deposit            8,102            12        0.62         8,070            11        0.53         9,154          14        0.58
Total interest-bearing
deposits                          34,786            46        0.53        31,062            27        0.35        29,340          28        0.38
Short term borrowed funds          1,959             5        0.96         3,212             3        0.39         2,250           2        0.35
Other borrowed funds              13,050            63        1.94        13,351            67        2.04        13,474          70        2.07
Total Borrowed funds              15,009            68        1.81        16,563            70        1.72        15,724          72        1.82
Total interest-bearing
liabilities                       49,795           114        0.92        47,625            97        0.82        45,064         100        0.88
Non-interest-bearing deposits      4,568                                   4,397                                   5,488
Other liabilities                    724                                     826                                     691
Total liabilities                 55,087                                  52,848                                  51,243
Stockholders' equity               6,901                                   7,046                                   6,871
Total liabilities and
stockholders' equity          $   61,988                                $ 59,894                                $ 58,114
Net interest income/interest
rate spread                                $       359        2.40    %            $       332        2.33    %            $     331        2.37    %
Net interest margin                                           2.52    %                               2.43   %                              2.50   %
Ratio of interest-earning
assets to interest-bearing
  liabilities                                                1.15x                                   1.15x                                 1.18x



(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.

(Recovery of) Provision for Credit Losses



For the three months ended June 30, 2022, the Company reported a provision for
credit losses of $9 million compared to a recovery of credit losses of $4
million for the three months ended June 30, 2021. The current quarter's
provision largely reflects the strong loan growth the Company experienced during
the quarter.

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.
                                       65
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Non-Interest Income



We generate non-interest income through a variety of sources, including-among
others-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.

For the three months ended June 30, 2022, non-interest income totaled $18
million, up 13% on a year-over-year basis. The current second quarter includes a
$1.7 million gain on the sale of the Company's former headquarters building in
Westbury, N.Y.

The following table summarizes our non-interest income for the respective
periods:
                                                For the Three Months Ended
                                        June 30,        March 31,         June 30,
(dollars in millions)                     2022             2022             2021
Fee income                             $        6       $        6       $        6
BOLI income                                     7                7                8
Net gain (loss) on securities                   -               (1 )        

-


Other income:
Third-party investment product sales            1                1                -
Other                                           4                1                2
Total other income                              5                2                2
Total non-interest income              $       18       $       14       $       16


Non-Interest Expense

For the three months ended June 30, 2022, non-interest expenses totaled $138
million, down $1 million or 1% compared to the second quarter of last year. The
current second quarter amount includes $4 million in merger-related expenses
compared to $10 million in the year-ago quarter. The second quarter efficiency
ratio was 35.57% compared to 37.11% for the second quarter of last year.

Income Tax Expense



For the three months ended June 30, 2022, income tax expense totaled $59
million, down $1 million or 2% compared to the three months ended June 30, 2021.
The effective tax rate for the current second quarter was 25.60% compared to
28.38% for the second quarter of last year. The year-ago second quarter income
tax expense includes $2 million due to the revaluation of deferred taxes related
to a change in the New York State tax rate.

Earnings Summary for the Six Months Ended June 30, 2022



For the six months ended June 30, 2022, net income totaled $326 million up $29
million or 10% compared to $297 million for the six months ended June 30, 2021.
Net income available to common stockholders for the six months ended June 30,
2022 was $310 million, up $29 million or 10% compared to $281 million for the
six months ended June 30, 2021. On a per share basis, diluted EPS for the six
months ended June 30, 2022 totaled $0.66, up 10% compared to $0.60 for the six
months ended June 30, 2021. For the six months ended June 30, 2022, both net
income and net income available to common stockholders included merger-related
expenses of $8 million, net of income tax, compared to $10 million, net of tax,
for the six months ended June 30, 2021. The June 30, 2022 six-month period also
included $2 million related to the revaluation of the Company's deferred taxes
due to the change in the New York State tax rate.

Net Interest Income



Net interest income for the six months ended June 30, 2022, totaled $691 million
compared to $649 million for the six months ended June 30, 2021, up $42 million
or 6% on a year-over-year basis. The year-over-year improvement was driven by a
$48 million or 6% increase in interest income, offset modestly by a $6 million
or 3% increase in interest expense.

Details of the change in net interest income are as follows:


Interest income on average loan balances increased $48 million or 6% to $817
million, while interest income on securities decreased $7 million or 9% to $75
million.

The increase in interest income on average loans was driven by a $3.7 billion or 9% increase in average loan balances to $46.5 billion, offset by an eight basis-point drop in the average yield to 3.52%.


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Average securities balances of $6.6 billion were relatively unchanged on a year-over-year basis, but the average yield declined 20 basis points to 2.26%.


Interest expense on average interest-bearing deposits rose $12 million or 20% to
$73 million; the average cost of interest-bearing deposits increased only
modestly to 0.45% compared to 0.42%, however, average interest-bearing deposits
increased $3.6 billion or 12% on a year-over-year basis.

Interest on average borrowings declined $6 million or 4% as both average balances and the average cost decreased.

Average non-interest-bearing deposits rose modestly to $4.5 billion, up $111 million or 3%.



Net Interest Margin

For the six months ended June 30, 2022, the NIM decreased one basis point to
2.48% compared to the six months ended June 30, 2021. Prepayment income
contributed 12 basis points to this period's NIM compared to 14 basis points in
the prior year's six-month period. Excluding the impact from prepayment income,
the NIM, on a non-GAAP basis was 2.36%, up one basis point compared to the six
months ended June 30, 2021.

                                                 For the Six
                                                 Months Ended
                                         June 30,          June 30,
(dollars in millions)                      2022              2021             % Change
Total Interest Income                  $        902      $         854                  6   %
Prepayment Income:
Loans                                  $         30      $          41                (27 ) %
Securities                                        1                  6                (83 ) %
Total prepayment income                $         31      $          47                (34 ) %
GAAP Net Interest Margin                       2.48   %           2.49   %              1   bp
Less:
Prepayment income from loans                    -11   bp           -16   bp             5   bp
Prepayment income from securities                -1                 -2                  1   bp
Add excess liquidity                              0                  4                 (4 )
Total prepayment income contribution
to net interest margin                          -12   bp           -14   bp             2   bp
Adjusted Net Interest Margin
  (non-GAAP)                                   2.36   %           2.35   %              1   bp



The following table sets forth certain information regarding our average balance
sheet for the six-month periods, 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 Six Months Ended
                                                June 30, 2022                                June 30, 2021
                                                                  Average                                     Average
                                    Average                       Yield/          Average                     Yield/
(dollars in millions)               Balance        Interest        Cost           Balance      Interest        Cost
ASSETS:
Interest-earning assets:
Mortgage and other loans and
leases, net (1)                   $   46,479     $       817          3.52    %   $ 42,777     $     769          3.60    %
Securities (2)(3)                      6,607              75          2.26           6,654            82          2.46
 Reverse repurchase agreements           320               2          1.56             367             1          0.84
Interest-earning cash, cash
equivalents, and due from banks        2,395               8          0.64           2,263             2          0.18
Total interest-earning assets         55,801             902          3.24          52,061           854          3.28
Non-interest-earning assets            5,145                                         5,154
Total assets                      $   60,946                                      $ 57,215
LIABILITIES AND STOCKHOLDERS'
EQUITY:
Interest-bearing deposits:
Interest-bearing checking and
money market
  accounts                        $   15,629     $        32          0.42    %   $ 12,663     $      16          0.26    %
Savings accounts                       9,218              18          0.38           7,102            13          0.37
Certificates of deposit                8,086              23          0.58           9,566            32          0.67
Total interest-bearing deposits       32,933              73          0.45          29,331            61          0.42
Short term borrowed funds              2,132               7          0.66           2,250             4          0.35
Other borrowed funds                  13,650             131          1.93          13,609           140          2.07
Total Borrowed funds                  15,782             138          1.76          15,859           144          1.82
Total interest-bearing
liabilities                           48,715             211          0.87          45,190           205          0.91
Non-interest-bearing deposits          4,483                                         4,372
Other liabilities                        775                                           781
Total liabilities                     53,973                                        50,343
Stockholders' equity                   6,973                                         6,872
Total liabilities and
stockholders' equity              $   60,946                                      $ 57,215
Net interest income/interest rate
spread                                           $       691          2.37    %                $     649          2.38    %
Net interest margin                                                   2.48    %                                   2.49   %
Ratio of interest-earning assets
to interest-bearing
  liabilities                                                        1.15x                                       1.15x



Provision for Credit Losses

For the six months ended June 30, 2022, the Company reported a provision for
credit losses of $7 million compared to zero for the six months ended June 30,
2021.

Non-Interest Income

For the six months ended June 30, 2022, non-interest income totaled $32 million,
up $2 million or 7% compared to $30 million for the six months ended June 30,
2021. Included in the current six-month period is a $1 million net loss on
securities compared to no such gain or loss in the year-ago six-month period.
The current six-month period includes a $1.7 million gain on the sale of the
Company's former headquarters building in Westbury, N.Y.

The following table summarizes our non-interest income for the respective periods:


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Non-Interest Income Analysis



                                         For the Six Months Ended
                                        June 30,           June 30,
(dollars in millions)                     2022               2021
Fee income                             $       12         $       11
BOLI income                                    14                 15
Net gain (loss) on securities                  (1 )                -
Other income:
Third-party investment product sales            2                  -
Other                                           5                  4
Total other income                              7                  4
Total non-interest income              $       32         $       30



Non-Interest Expense

For the six months ended June 30, 2022, non-interest expenses totaled $279
million, up $8 million or 3% compared to $271 million for the six months ended
June 30, 2021. Merger-related expenses for the six months ended June 30, 2022
totaled $11 million, up $1 million or 10% compared to $10 million for the six
months ended June 30, 2021. The efficiency ratio for the six months ended June
30, 2022 declined to 37.04% compared to 38.46% during the first six months of
2021.

Income Tax Expense

For the six months ended June 30, 2022, income tax expense totaled $111 million,
unchanged compared to the six months ended June 30, 2021. The effective tax rate
for the six months ended June 30, 2022 was 25.39% compared to 27.11% for the six
months ended June 30, 2021. The six months ended June 30, 2021 also included $2
million of additional income tax expense due to the revaluation of our deferred
taxes related to a change in the New York state tax rate.
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