UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

~~FORM~~

~~10-Q~~

☒	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, ~~2019~~

2020

☐	TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from

Commission File Number

1-31565

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

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

615 Merrick Avenue,

Westbury,

New York

11590

(Address of principal executive offices)

(Registrant’s telephone number, including area code) (

~~516~~

)

(516) 683-4100

Securities registered pursuant to Section 12(b) of the Act:


Title of each class	Trading ~~symbol(s)~~ Symbol(s)	Name of each exchange on which registered

Common Stock,, $0.01 par value per share	NYCB	New York Stock Exchange
Bifurcated Option Note Unit SecuritiES ^SM	NYCB PU	New York Stock Exchange
Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock, $0.01 par value	NYCB ~~PR A~~ PA	New York Stock Exchange

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes

☒

☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation

S-T

(§ (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes

☒

☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a

non-accelerated

filer, a smaller reporting company, or an emerging growth company. See the ~~definition~~definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule

12b-2

of the Exchange Act.

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

☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule

12b-2

of the Exchange Act). Yes

☐

☒

~~467,350,628~~

463,903,560

Number of shares of common stock outstanding at

November

~~, 2019~~

2, 2020

~~Table of Contents~~

NEW YORK COMMUNITY BANCORP, INC.

FORM

10-Q

Quarter Ended September 30, ~~2019~~

2020

					Page No.

	Glossary	3

	List of Abbreviations and Acronyms		~~Page No.~~	6

Part I.		FINANCIAL INFORMATION			7

Item 1.		Financial Statements			7

		Consolidated Statements of Condition as of September 30, ~~2019~~2020 (unaudited) and December 31, ~~2018~~2019		7

		Consolidated Statements of Income and Comprehensive Income for the Three and Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)		8

		Consolidated Statement of Changes in Stockholders’ Equity for the Three and Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)		9

		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2020 and 2019 ~~and 2018~~ (unaudited)		11

		Notes to the Consolidated Financial Statements		12

Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations		39

Item 3.		Quantitative and Qualitative Disclosures about Market Risk		72	75

Item 4.		Controls and Procedures		72	75

Part II.		OTHER INFORMATION		74	76

Item 1.		Legal Proceedings		74	76

Item 1A.		Risk Factors		74	76

Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds		74	77

Item 3.		Defaults upon Senior Securities		74	77

Item 4.		Mine Safety Disclosures		74	77

Item 5.		Other Information		74	77

Item 6.	Exhibits	~~Exhibits~~		75	78

Signatures			76	79

~~Table of Contents~~

GLOSSARY

BASIS POINT

Throughout this filing, the year-over-year changes that occur in certain financial measures are reported in terms of basis points. Each basis point is equal to one hundredth of a percentage point, or 0.01%.

BOOK VALUE PER COMMON SHARE

Book value per common share refers to the amount of common stockholders’ equity attributable to each outstanding share of common stock, and is calculated by dividing total stockholders’ equity less preferred stock at the end of a period, by the number of shares outstanding at the same date.

BROKERED DEPOSITS

Refers to funds obtained, directly or indirectly, by or through deposit brokers that are then deposited into one or more deposit accounts at a bank.

CHARGE-OFF

Refers to the amount of a loan balance that has been written off against the allowance for loan losses.

COMMERCIAL REAL ESTATE LOAN

A mortgage loan secured by either an income-producing property owned by an investor and leased primarily for commercial purposes or, to a lesser extent, an owner-occupied building used for business purposes. The CRE loans in our portfolio are typically secured by either office buildings, retail shopping centers, light industrial centers with multiple tenants, or

mixed-use

properties.

COST OF FUNDS

The interest expense associated with interest-bearing liabilities, typically expressed as a ratio of interest expense to the average balance of interest-bearing liabilities for a given period.

CRE CONCENTRATION RATIO

Refers to the sum of multi-family,

non-owner

occupied CRE, and acquisition, development, and construction (“ADC”) loans divided by total risk-based capital.

DEBT SERVICE COVERAGE RATIO

An indication of a borrower’s ability to repay a loan, the DSCR generally measures the cash flows available to a borrower over the course of a year as a percentage of the annual interest and principal payments owed during that time.

DERIVATIVE

A term used to define a broad base of financial instruments, including swaps, options, and futures contracts, whose value is based upon, or derived from, an underlying rate, price, or index (such as interest rates, foreign currency, commodities, or prices of other financial instruments such as stocks or bonds).

DIVIDEND PAYOUT RATIO

The percentage of our earnings that is paid out to shareholders in the form of dividends. It is determined by dividing the dividend paid per share during a period by our diluted earnings per share during the same period of time.

EFFICIENCY RATIO

Measures total operating expenses as a percentage of the sum of net interest income and

non-interest

income.

GOODWILL

Refers to the difference between the purchase price and the fair value of an acquired company’s assets, net of the liabilities assumed. Goodwill is reflected as an asset on the balance sheet and is tested at least annually for impairment.

GOVERNMENT-SPONSORED ENTERPRISES

Refers to a group of financial services corporations that were created by the United States Congress to enhance the availability, and reduce the cost of, credit to certain targeted borrowing sectors, including home finance. The GSEs include, but are not limited to, the Federal National Mortgage Association (“Fannie Mae”), the Federal Home Loan Mortgage Corporation (“Freddie Mac”), and the Federal Home Loan Banks (the “FHLBs”).

~~Table of Contents~~

GSE OBLIGATIONS

Refers to GSE mortgage-related securities (both certificates and collateralized mortgage obligations) and GSE debentures.

INTEREST RATE SENSITIVITY

Refers to the likelihood that the interest earned on assets and the interest paid on liabilities will change as a result of fluctuations in market interest rates.

INTEREST RATE SPREAD

The difference between the yield earned on average interest-earning assets and the cost of average interest-bearing liabilities.

LOAN-TO-VALUE

RATIO

Measures the balance of a loan as a percentage of the appraised value of the underlying property.

MULTI-FAMILY LOAN

A mortgage loan secured by a rental or cooperative apartment building with more than four units.

NET INTEREST INCOME

The difference between the interest income generated by loans and securities and the interest expense produced by deposits and borrowed funds.

NET INTEREST MARGIN

Measures net interest income as a percentage of average interest-earning assets.

NON-ACCRUAL

LOAN

A loan generally is classified as a

~~“non-accrual”~~

“non-accrual” loan when it is 90 days or more past due or when it is deemed to be impaired because we no longer expect to collect all amounts due according to the contractual terms of the loan agreement. When a loan is placed on

non-accrual

status, we cease the accrual of interest owed, and previously accrued interest is reversed and charged against interest income. A loan generally is returned to accrual status when the loan is current and we have reasonable assurance that the loan will be fully collectible.

NON-PERFORMING

LOANS AND ASSETS

Non-performing

loans consist of

non-accrual

loans and loans that are 90 days or more past due and still accruing interest.

Non-performing

assets consist of

non-performing

loans, OREO and other repossessed assets.

OREO AND OTHER REPOSSESSED ASSETS

Includes real estate owned by the Company which was acquired either through foreclosure or default. Repossessed assets are similar, except they are not real estate-related assets.

RENT-REGULATED APARTMENTS

In New York City, where the vast majority of the properties securing our multi-family loans are located, the amount of rent that tenants may be charged on the apartments in certain buildings is restricted under rent-stabilization laws. Rent-stabilized apartments are generally located in buildings with six or more units that were built between February 1947 and January 1974. Rent-regulated apartments tend to be more affordable to live in because of the applicable regulations, and buildings with a preponderance of such rent-regulated apartments are therefore less likely to experience vacancies in times of economic adversity.

REPURCHASE AGREEMENTS

Repurchase agreements are contracts for the sale of securities owned or borrowed by the Bank with an agreement to repurchase those securities at an agreed-upon price and date. The Bank’s repurchase agreements are primarily collateralized by GSE obligations and other mortgage-related securities, and are entered into with either the FHLBs or various brokerage firms.

SYSTEMICALLY IMPORTANT FINANCIAL INSTITUTION (“SIFI”)

A bank holding company with total consolidated assets that average more than $250 billion over the four most recent quarters is designated a “Systemically Important Financial Institution” under the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) of 2010, as amended by the Economic Growth, Regulatory Relief, and Consumer Protection Act of 2018.

~~Table of Contents~~

WHOLESALE BORROWINGS

Refers to advances drawn by the Bank against its line(s) of credit with the FHLBs, their repurchase agreements with the FHLBs and various brokerage firms, and federal funds purchased.

YIELD

The interest income associated with interest-earning assets, typically expressed as a ratio of interest income to the average balance of interest-earning assets for a given period.

~~Table of Contents~~

LIST OF ABBREVIATIONS AND ACRONYMS

ACL—Allowance for Credit Losses		FDIC—Federal Deposit Insurance Corporation
ADC—Acquisition, development, and construction loan		FHLB—Federal Home Loan Bank
ALCO—Asset and Liability Management Committee		FHLB-NY—Federal Home Loan Bank of New York
AMT—Alternative minimum tax		FOMC—Federal Open Market Committee
AmTrust—AmTrust Bank		FRB—Federal Reserve Board
AOCL—Accumulated other comprehensive loss		FRB-NY—Federal Reserve Bank of New York
ASC—Accounting Standards Codification		Freddie Mac—Federal Home Loan Mortgage Corporation
ASU—Accounting Standards Update		FTEs—Full-time equivalent employees
BOLI—Bank-owned life insurance		GAAP—U.S. generally accepted accounting principles
BP—Basis point(s)		GLBA—The Gramm Leach Bliley Act
CARES Act—Coronavirus Aid, Relief, and Economic Security Act		GNMA—Government National Mortgage Association
C&I—Commercial and industrial loan		GSEs—Government-sponsored enterprises
CCAR—Comprehensive Capital Analysis and Review		HQLAs—High-quality liquid assets
CDs—Certificates of deposit		LIBOR—London Interbank Offered Rate
CECL—Current Expected Credit Loss		LSA—Loss Share Agreements
CFPB—Consumer Financial Protection Bureau		LTV—Loan-to-value ratio
CMOs—Collateralized mortgage obligations		MBS—Mortgage-backed securities
CMT—Constant maturity treasury rate		MSRs—Mortgage servicing rights
CPI—Consumer Price Index		NIM—Net interest margin
CPR—Constant prepayment rate		NOL—Net operating loss
CRA—Community Reinvestment Act		NPAs—Non-performing assets
CRE—Commercial real estate loan		NPLs—Non-performing loans
Desert Hills—Desert Hills Bank		NPV—Net Portfolio Value
DIF—Deposit Insurance Fund		NYSDFS—New York State Department of Financial Services
DFA—Dodd-Frank Wall Street Reform and Consumer Protection Act		NYSE—New York Stock Exchange
DSCR—Debt service coverage ratio ~~EAR—Earnings at Risk~~ ~~EPS—Earnings per common share~~ ~~ERM—Enterprise Risk Management~~ ~~ESOP—Employee Stock Ownership Plan~~ ~~EVE—Economic Value of Equity at Risk~~ ~~Fannie Mae—Federal National Mortgage Association~~ ~~FASB—Financial Accounting Standards Board~~ ~~FDI Act—Federal Deposit Insurance Act~~ ~~FDIC—Federal Deposit Insurance Corporation~~ ~~FHLB—Federal Home Loan Bank~~		~~FHLB-NY—Federal Home Loan Bank of New York~~ ~~FOMC—Federal Open Market Committee~~ ~~FRB—Federal Reserve Board~~ ~~FRB-NY—Federal Reserve Bank of New York~~ ~~Freddie Mac—Federal Home Loan Mortgage Corporation~~ ~~FTEs—Full-time equivalent employees~~ ~~GAAP—U.S. generally accepted accounting principles~~ ~~GLBA—The Gramm Leach Bliley Act~~ ~~GNMA—Government National Mortgage Association~~ ~~GSEs—Government-sponsored enterprises~~ ~~HQLAs—High-quality liquid assets~~ ~~LIBOR-London Interbank Offered Rate~~ ~~LSA—Loss Share Agreements~~ ~~LTV—Loan-to-value ratio~~ ~~MBS – Mortgage-backed securities~~ ~~MSRs—Mortgage servicing rights~~ ~~NIM—Net interest margin~~ ~~NOL—Net operating loss~~ ~~NPAs—Non-performing assets~~ ~~NPLs—Non-performing loans~~ ~~NPV—Net Portfolio Value~~ ~~NYSDFS—New York State Department of Financial Services~~ ~~NYSE—New York Stock Exchange~~ OCC—Office of the Comptroller of the Currency
EAR—Earnings at Risk		OFAC—Office of Foreign Assets Control
EPS—Earnings per common share		OREO—Other real estate owned ~~OTTI—Other-than-temporary impairment~~ ~~ROU – Right~~
ERM—Enterprise Risk Management		PPP—Paycheck Protection Program loans administered by the Small Business Administration
EVE—Economic Value of ~~use asset~~ Equity at Risk		SEC—U.S. Securities and Exchange Commission
Fannie Mae—Federal National Mortgage Association		SIFI—Systemically Important Financial Institution
FASB—Financial Accounting Standards Board		TDRs—Troubled debt restructurings
SIFI—Systemically Important Financial Institution
FDI Act—Federal Deposit Insurance Act

~~Table of Contents~~

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF CONDITION

(in thousands, except share data)

	September 30, 2020			December 31, 2019
	(unaudited)
Assets:
Cash and cash equivalents	$	1,458,641		$	741,870
Securities:
Debt securities available-for-sale ($1,292,598 and $1,372,238 pledged at September 30, 2020 and December 31, 2019, respectively) (Allowance for credit losses of $0 at September 30, 2020)		5,233,744			5,853,057
Equity investments with readily determinable fair values, at fair value		31,448			32,830
Total securities		5,265,192			5,885,887
Loans held for sale		117,272			—
Loans and leases held for investment, net of deferred loan fees and costs		42,829,219			41,894,155
Less: Allowance for loan and lease losses		(188,307	)		(147,638	)
Total loans and leases held for investment, net		42,640,912			41,746,517
Total loans and leases, net		42,758,184			41,746,517
Federal Home Loan Bank stock, at cost		697,483			647,562
Premises and equipment, net		289,788			312,626
Operating lease right-of-use assets		271,515			286,194
Goodwill		2,426,379			2,426,379
Bank-owned life insurance		1,159,036			1,145,058
Other real estate owned and other repossessed assets		9,526			12,268
Other assets		596,011			436,460
Total assets	$	54,931,755		$	53,640,821
Liabilities and Stockholders’ Equity:
Deposits:
Interest-bearing checking and money market accounts	$	11,693,982		$	10,230,144
Savings accounts		5,964,981			4,780,007
Certificates of deposit		10,990,080			14,214,858
Non-interest-bearing accounts		3,055,898			2,432,123
Total deposits		31,704,941			31,657,132
Borrowed funds:
Wholesale borrowings:
Federal Home Loan Bank advances		14,227,661			13,102,661
Repurchase agreements		800,000			800,000
Total wholesale borrowings		15,027,661			13,902,661
Junior subordinated debentures		360,157			359,866
Subordinated notes		295,485			295,066
Total borrowed funds		15,683,303			14,557,593
Operating lease liabilities		271,499			285,991
Other liabilities		537,282			428,411
Total liabilities		48,197,025			46,929,127
Stockholders’ equity:
Preferred stock at par $0.01 (5,000,000 shares authorized): Series A (515,000 shares issued and outstanding)		502,840			502,840
Common stock at par $0.01 (900,000,000 shares authorized; 490,439,070 and 490,439,070 shares issued; and 463,904,084 and 467,346,781 shares outstanding, respectively)		4,904			4,904
Paid-in capital in excess of par		6,117,902			6,115,487
Retained earnings		391,528			342,023
Treasury stock, at cost (26,534,986 and 23,092,289 shares, respectively)		(257,521	)		(220,717	)
Accumulated other comprehensive loss, net of tax:
Net unrealized gain on securities available for sale, net of tax of ($25,473) and ($9,424), respectively		67,755			25,440
Net unrealized loss on pension and post-retirement obligations, net of tax of $20,673 and $22,191, respectively		(55,137	)		(59,136	)
Net unrealized (loss) gain on cash flow hedges, net of tax of $14,237 and ($333), respectively		(37,541	)		853
Total accumulated other comprehensive loss, net of tax		(24,923	)		(32,843	)
Total stockholders’ equity		6,734,730			6,711,694
Total liabilities and stockholders’ equity	$	54,931,755		$	53,640,821

September 30,
2019

December 31,
2018

(unaudited)

Assets:

Cash and cash equivalents
$
854,678
$
1,474,955

Securities:

Debt securities
available-for-sale
($1,720,197 and $1,228,702 pledged, respectively)

5,854,568

5,613,520

Equity investments with readily determinable fair values, at fair value

32,861

30,551

Total securities

5,887,429

5,644,071

Loans and leases, net of deferred loan fees and costs

40,844,220

40,165,908

Less: Allowance for loan losses

(149,433
)
(159,820
)

Total loans and leases, net

40,694,787

40,006,088

Federal Home Loan Bank stock, at cost

606,371

644,590

Premises and equipment, net

321,792

346,179

Operating lease
right-of-use
assets

300,955

—

Goodwill

2,426,379

2,436,131

Bank-owned life insurance

1,028,707

977,627

Other real estate owned and other repossessed assets

11,691

10,794

Other assets

404,840

358,941

Total assets
$
52,537,629
$
51,899,376

Liabilities and Stockholders’ Equity:

Deposits:

Interest-bearing checking and money market accounts
$
9,960,403
$
11,530,049

Savings accounts

4,817,697

4,643,260

Certificates of deposit

14,264,171

12,194,322

Non-interest-bearing
accounts

2,529,905

2,396,799

Total deposits

31,572,176

30,764,430

Borrowed funds:

Wholesale borrowings:

Federal Home Loan Bank advances

12,171,661

13,053,661

Repurchase agreements

800,000

500,000

Total wholesale borrowings

12,971,661

13,553,661

Junior subordinated debentures

359,773

359,508

Subordinated notes

294,926

294,697

Total borrowed funds

13,626,360

14,207,866

Operating lease liabilities

300,610

—

Other liabilities

343,476

271,845

Total liabilities

45,842,622

45,244,141

Stockholders’ equity:

Preferred stock at par $0.01 (5,000,000 shares authorized): Series A (515,000 shares issued and outstanding)

502,840

502,840

Common stock at par $0.01 (900,000,000 shares authorized; 490,439,070 and 490,439,070 shares issued; and 467,350,860 and 473,536,604 shares outstanding, respectively)

4,904

4,904

Paid-in
capital in excess of par

6,107,376

6,099,940

Retained earnings

328,407

297,202

Treasury stock, at cost 23,080,210 and 16,902,466 shares, respectively)

(220,669
)
(161,998
)
Accumulated other comprehensive loss, net of tax:

Net unrealized gain (loss) on securities available for sale, net of tax of $(16,706) and $4,201, respectively

43,804

(10,534
)
Net unrealized loss on the
non-credit
portion of OTTI losses on securities, net of tax of $2,517 and $2,517, respectively

(6,042
)
(6,042
)
Net unrealized loss on pension and post-retirement obligations, net of tax of $25,093 and $27,224, respectively

(65,613
)
(71,077
)

Total accumulated other comprehensive loss, net of tax

(27,851
)
(87,653
)

Total stockholders’ equity

6,695,007

6,655,235

Total liabilities and stockholders’ equity
$
52,537,629
$
51,899,376

See accompanying notes to the consolidated financial statements.

~~Table of Contents~~

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME

(in thousands, except per share data)

(unaudited)

	For the						For the
	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	2020			2019			2020			2019
Interest Income:
Loans and leases	$	380,337		$	391,920		$	1,154,133		$	1,159,344
Securities and money market investments		37,712			62,631			128,033			195,133
Total interest income		418,049			454,551			1,282,166			1,354,477
Interest Expense:
Interest-bearing checking and money market accounts		9,328			42,465			47,951			140,396
Savings accounts		7,593			9,326			24,735			26,270
Certificates of deposit		44,481			86,934			189,270			235,360
Borrowed funds		74,761			79,911			227,985			237,521
Total interest expense		136,163			218,636			489,941			639,547
Net interest income		281,886			235,915			792,225			714,930
Provision for credit losses		13,016			4,781			51,192			5,403
Net interest income after provision for credit losses		268,870			231,134			741,033			709,527
Non-Interest Income:
Fee income		5,240			7,580			15,981			22,295
Bank-owned life insurance		7,566			6,791			24,458			20,245
Net (loss) gain on securities		(284	)		275			1,137			7,755
Other		1,246			9,740			4,471			16,473
Total non-interest income		13,768			24,386			46,047			66,768
Non-Interest Expense:
Operating expenses:
Compensation and benefits		73,182			75,159			228,338			229,172
Occupancy and equipment		23,960			21,748			63,011			66,599
General and administrative		31,366			26,395			86,273			89,350
Total non-interest expense		128,508			123,302			377,622			385,121
Income before income taxes		154,130			132,218			409,458			391,174
Income tax expense		38,360			33,172			88,013			97,305
Net income		115,770			99,046			321,445			293,869
Preferred stock dividends		8,207			8,207			24,621			24,621
Net income available to common shareholders	$	107,563		$	90,839		$	296,824		$	269,248
Basic earnings per common share	$	0.23		$	0.19		$	0.63		$	0.57
Diluted earnings per common share	$	0.23		$	0.19		$	0.63		$	0.57
Net income	$	115,770		$	99,046		$	321,445		$	293,869
Other comprehensive income, net of tax:
Change in net unrealized gain (loss) on securities available for sale, net of tax of ($444); $666; ($16,237) and ($22,434), respectively		1,170			(757	)		42,809			58,256
Change in pension and post-retirement obligations, net of tax of ($18); ($2); ($54) and ($33), respectively		46			7			138			84
Change in net unrealized gain (loss) on cash flow hedges, net of tax of $520 and $16,212		(1,373	)		—			(42,724	)		—
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of ($14); $0; $188 and $1,527, respectively		37			—			(495	)		(3,918	)
Reclassification adjustment for defined benefit pension plan, net of tax of ($488); ($708); ($1,464) and ($2,098), respectively		1,287			1,814			3,861			5,380
Reclassification adjustment for net gain on cash flow hedges included in net income, net of tax of ($1,415) and ($1,642)		3,730			—			4,331			—
Total other comprehensive income, net of tax		4,897			1,064			7,920			59,802
Total comprehensive income, net of tax	$	120,667		$	100,110		$	329,365		$	353,671

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

				Preferred		Common											Accumulated
				Stock		Stock		Paid-in									Other			Total
Three Months Ended September 30, 2020	Shares Outstanding			(Par Value: $0.01)		(Par Value: $0.01)		Capital in Excess of Par			Retained Earnings			Treasury Stock, at Cost			Comprehensive Loss, Net of Tax			Stockholders’ Equity
Balance at June 30, 2020		463,933,831		$	502,840	$	4,904	$	6,109,597		$	362,724		$	(257,232	)	$	(29,820	)	$	6,693,013
Shares issued for restricted stock, net of forfeitures		—			—		—		—			—			—			—			—
Compensation expense related to restricted stock awards		—			—		—		8,305			—			—			—			8,305
Net income		—			—		—		—			115,770			—			—			115,770
Dividends paid on common stock ($0.17)		—			—		—		—			(78,759	)		—			—			(78,759	)
Dividends paid on preferred stock ($15.94)		—			—		—		—			(8,207	)		—			—			(8,207	)
Purchase of common stock		(29,747	)		—		—		—			—			(289	)		—			(289	)
Other comprehensive income, net of tax		—			—		—		—			—			—			4,897			4,897
Balance at September 30, 2020		463,904,084		$	502,840	$	4,904	$	6,117,902		$	391,528		$	(257,521	)	$	(24,923	)	$	6,734,730

Three Months Ended September 30, 2019
Balance at June 30, 2019		467,358,939		$	502,840	$	4,904	$	6,099,474		$	316,921		$	(220,546	)	$	(28,915	)	$	6,674,678
Shares issued for restricted stock, net of forfeitures		22,980			—		—		(222	)		—			222			—			—
Compensation expense related to restricted stock awards		—			—		—		8,124			—			—			—			8,124
Net income		—			—		—		—			99,046			—			—			99,046
Dividends paid on common stock ($0.17)		—			—		—		—			(79,353	)		—			—			(79,353	)
Dividends paid on preferred stock ($15.94)		—			—		—		—			(8,207	)					—			(8,207	)
Purchase of common stock		(31,059	)		—		—		—			—			(345	)		—			(345	)
Other comprehensive income, net of tax		—			—		—		—			—			—			1,064			1,064
Balance at September 30, 2019		467,350,860		$	502,840	$	4,904	$	6,107,376		$	328,407		$	(220,669	)	$	(27,851	)	$	6,695,007

See accompanying notes to the consolidated financial statements.

NEW YORK COMMUNITY BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(in thousands, except share data)

(unaudited)

				Preferred		Common											Accumulated
				Stock		Stock		Paid-in									Other			Total
Nine Months Ended September 30, 2020	Shares Outstanding			(Par Value: $0.01)		(Par Value: $0.01)		Capital in excess of Par			Retained Earnings			Treasury Stock, at Cost			Comprehensive Loss, Net of Tax			Stockholders’ Equity
Balance at December 31, 2019		467,346,781		$	502,840	$	4,904	$	6,115,487		$	342,023		$	(220,717	)	$	(32,843	)	$	6,711,694
Opening retained earnings adjustment (1)		—			—		—		—			(10,468	)		—			—			(10,468	)
Shares issued for restricted stock, net of forfeitures		2,321,105			—		—		(22,198	)		—			22,198			—			—
Compensation expense related to restricted stock awards		—			—		—		24,613			—			—			—			24,613
Net income		—			—		—		—			321,445			—			—			321,445
Dividends paid on common stock ($0.51)		—			—		—		—			(236,851	)		—			—			(236,851	)
Dividends paid on preferred stock ($47.82)		—			—		—		—			(24,621	)		—			—			(24,621	)
Purchase of common stock		(5,763,802	)		—		—		—			—			(59,002	)		—			(59,002	)
Other comprehensive income, net of tax		—			—		—		—			—			—			7,920			7,920
Balance at September 30, 2020		463,904,084		$	502,840	$	4,904	$	6,117,902		$	391,528		$	(257,521	)	$	(24,923	)	$	6,734,730

Nine Months Ended September 30, 2019
Balance at December 31, 2018		473,536,604		$	502,840	$	4,904	$	6,099,940		$	297,202		$	(161,998	)	$	(87,653	)	$	6,655,235
Shares issued for restricted stock, net of forfeitures		1,665,028			—		—		(16,501	)		—			16,501			—			—
Compensation expense related to restricted stock awards		—			—		—		23,937			—			—			—			23,937
Net income		—			—		—		—			293,869			—			—			293,869
Dividends paid on common stock ($0.51)		—			—		—		—			(238,043	)		—			—			(238,043	)
Dividends paid on preferred stock ($47.82)		—			—		—		—			(24,621	)		—			—			(24,621	)
Purchase of common stock		(7,850,772	)		—		—		—			—			(75,172	)		—			(75,172	)
Other comprehensive income, net of tax		—			—		—		—			—			—			59,802			59,802
Balance at September 30, 2019		467,350,860		$	502,840	$	4,904	$	6,107,376		$	328,407		$	(220,669	)	$	(27,851	)	$	6,695,007

~~(unaudited)~~

(1)

Amount represents a $10.5 million cumulative adjustment, net of tax, to retained earnings as of January 1, 2020, as a result of the adoption of ASU 2016-13, Financial Instruments - Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, which became effective January 1, 2020.

For the
Three Months Ended
September 30,

For the
Nine Months Ended
September 30,

2019

2018

2019

2018

Interest Income:

Mortgage and other loans and leases
$
391,920
$
368,264
$
1,159,344
$
1,092,637

Securities and money market investments

62,631

56,880

195,133

154,164

Total interest income

454,551

425,144

1,354,477

1,246,801

Interest Expense:

Interest-bearing checking and money market accounts

42,465

44,497

140,396

119,246

Savings accounts

9,326

7,325

26,270

21,176

Certificates of deposit

86,934

51,249

235,360

121,298

Borrowed funds

79,911

72,567

237,521

201,322

Total interest expense

218,636

175,638

639,547

463,042

Net interest income

235,915

249,506

714,930

783,759

Provision for losses on loans

4,781

1,201

5,403

15,486

Net interest income after provision for loan losses

231,134

248,305

709,527

768,273

Non-Interest Income:

Fee income

7,580

7,237

22,295

22,056

Bank-owned life insurance

6,791

7,302

20,245

20,424

Net gain (loss) on securities

275

(41
)
7,755

(810
)
Other

9,740

8,424

16,473

26,815

Total non-interest income

24,386

22,922

66,768

68,485

Non-Interest Expense:

Operating expenses:

Compensation and benefits

75,159

78,283

229,172

242,572

Occupancy and equipment

21,748

24,401

66,599

74,311

General and administrative

26,395

31,749

89,350

94,799

Total non-interest expense

123,302

134,433

385,121

411,682

Income before income taxes

132,218

136,794

391,174

425,076

Income tax expense

33,172

30,022

97,305

104,398

Net income

99,046

106,772

293,869

320,678

Preferred stock dividends

8,207

8,207

24,621

24,621

Net income available to common shareholders
$
90,839
$
98,565
$
269,248
$
296,057

Basic earnings per common share
$
0.19
$
0.20
$
0.57
$
0.60

Diluted earnings per common share
$
0.19
$
0.20
$
0.57
$
0.60

Net income
$
99,046
$
106,772
$
293,869
$
320,678

Other comprehensive income (loss), net of tax:

Change in net unrealized gain (loss) on securities available for sale, net of tax of $666; $8,738; $(22,434) and $40,456, respectively

(757
)
(20,790
)
58,256

(69,047
)
Change in the non-credit portion of OTTI losses recognized in other comprehensive income (loss), net of tax of $0; $0; $0; and ($821), respectively

—

—

—

(821
)
Change in pension and post-retirement obligations, net of tax of ($710); ($547); ($2,131) and ($11,611), respectively

1,821

1,314

5,464

(6,029
)
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of $0;
$0; $1,527 and $0 respectively

—

—

(3,918
)
—

Total other comprehensive income (loss), net of tax

1,064

(19,476
)
59,802

(75,897
)

Total comprehensive income, net of tax
$
100,110
$
87,296
$
353,671
$
244,781

See accompanying notes to the consolidated financial statements.

~~Table of Contents~~

NEW YORK COMMUNITY BANCORP, INC.

~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~(in thousands, except share data)~~

~~(unaudited)~~

Preferred

Common

Accumulated

Stock

Stock

Other

Total

Shares
Outstanding

(Par Value:
$0.01)

(Par Value:
$0.01)

Paid-in

Capital
in excess of Par

Retained
Earnings

Treasury Stock,
at Cost

Comprehensive
Loss, Net of Tax

Stockholders’
Equity

Three Months Ended
September 30, 2019

Balance at July 1, 2019

467,358,939
$
502,840
$
4,904
$
6,099,474
$
316,921
$
(220,546
) $
(28,915
) $
6,674,678

Shares issued for restricted stock,
net of forfeitures

22,980

—

—

(222
)
—

222

—

—

Compensation expense related to
restricted stock awards

—

—

—

8,124

—

—

—

8,124

Net income

—

—

—

—

99,046

—

—

99,046

Dividends paid on common stock
($0.17)

—

—

—

—

(79,353
)
—

—

(79,353
)
Dividends paid on preferred stock
($15.94)

—

—

—

—

(8,207
)
—

—

(8,207
)
Purchase of common stock

(31,059
)
—

—

—

—

(345
)
—

(345
)
Other comprehensive income, net
of tax

—

—

—

—

—

—

1,064

1,064

Balance at September 30, 2019

467,350,860
$
502,840
$
4,904
$
6,107,376
$
328,407
$
(220,669
) $
(27,851
) $
6,695,007

Nine Months Ended
September 30, 2019

Balance at January 1, 2019

473,536,604
$
502,840
$
4,904
$
6,099,940
$
297,202
$
(161,998
) $
(87,653
) $
6,655,235

Shares issued for restricted stock,
net of forfeitures

1,665,028

—

—

(16,501
)
—

16,501

—

—

Compensation expense related to
restricted stock awards

—

—

—

23,937

—

—

—

23,937

Net income

—

—

—

—

293,869

—

—

293,869

Dividends paid on common stock
($0.51)

—

—

—

—

(238,043
)
—

—

(238,043
)
Dividends paid on preferred stock
($47.82)

—

—

—

—

(24,621
)
—

—

(24,621
)
Purchase of common stock

(7,850,772
)
—

—

—

—

(75,172
)
—

(75,172
)
Other comprehensive income, net
of tax

—

—

—

—

—

—

59,802

59,802

Balance at September 30, 2019

467,350,860
$
502,840
$
4,904
$
6,107,376
$
328,407
$
(220,669
) $
(27,851
) $
6,695,007

~~See accompanying notes to the consolidated financial statements.~~

~~Table of Contents~~

~~NEW YORK COMMUNITY BANCORP, INC.~~

~~CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY~~

~~(in thousands, except share data)~~

~~(unaudited)~~

Preferred

Common

Accumulated

Stock

Stock

Paid-in

Other

Total

Shares
Outstanding

(Par Value:
$0.01)

(Par Value:
$0.01)

Capital in
excess of Par

Retained
Earnings

Treasury Stock,
at Cost

Comprehensive
Loss, Net of Tax

Stockholders’
Equity

Three Months Ended September 30, 2018

Balance at July 1, 2018

490,379,705
$
502,840
$
4,904
$
6,082,394
$
271,559
$
(757
) $
(71,588
) $
6,789,352

Shares issued for restricted stock

—

—

—

—

—

—

—

—

Compensation expense related to restricted stock awards

—

—

—

9,355

—

—

—

9,355

Net income

—

—

—

—

106,772

—

—

106,772

Dividends paid on common stock
($0.17)

—

—

—

—

(83,361
)
—

—

(83,361
)
Dividends paid on preferred stock ($15.94)

—

—

—

—

(8,207
)
—

—

(8,207
)
Effect of adopting ASU No.
2016-01

—

—

—

—

—

—

—

—

Effect of adopting ASU No.
2018-02

—

—

—

—

—

—

—

—

Purchase of common stock

(37,841
)
—

—

—

—

(420
)
—

(420
)
Other comprehensive loss, net of tax

—

—

—

—

—

—

(19,476
)
(19,476
)

Balance at September 30, 2018

490,341,864
$
502,840
$
4,904
$
6,091,749
$
286,763
$
(1,177
) $
(91,064
) $
6,794,015

Nine Months Ended September 30,
2018

Balance at January 1, 2018

488,490,352
$
502,840
$
4,891
$
6,072,559
$
237,868
$
(7,615
) $
(15,167
) $
6,795,376

Shares issued for restricted stock

2,039,603

—

13

(8,879
)
—

8,866

—

—

Compensation expense related to restricted stock awards

—

—

—

28,069

—

—

—

28,069

Net income

—

—

—

—

320,678

—

—

320,678

Dividends paid on common stock ($0.51)

—

—

—

—

(249,968
)
—

—

(249,968
)
Dividends paid on preferred stock ($47.82)

—

—

—

—

(24,621
)
—

—

(24,621
)
Effect of adopting ASU No.
2016-01

—

—

—

—

260

—

—

260

Effect of adopting ASU No.
2018-02

—

—

—

—

2,546

—

(2,546
)
—

Purchase of common stock

(188,091
)
—

—

—

—

(2,428
)
—

(2,428
)
Other comprehensive loss, net of tax

—

—

—

—

—

—

(73,351
)
(73,351
)

Balance at September 30, 2018

490,341,864
$
502,840
$
4,904
$
6,091,749
$
286,763
$
(1,177
) $
(91,064
) $
6,794,015

~~See accompanying notes to the consolidated financial statements.~~

~~Table of Contents~~

~~NEW YORK COMMUNITY BANCORP, INC.~~

CONSOLIDATED STATEMENTS OF CASH FLOWS

(in thousands)

(unaudited)

	For the Nine Months Ended September 30,
	2020			2019
Cash Flows from Operating Activities:
Net income	$	321,445		$	293,869
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses		51,192			5,403
Depreciation		18,482			20,471
Amortization of discounts and premiums, net		11,117			3,690
Net gain on sales of securities		(1,137	)		(7,755	)
Gain on trading activity		(23	)		(66	)
Net loss on sales of loans		2			43
Stock-based compensation		24,613			23,937
Deferred tax expense		95,367			41,655
Changes in operating assets and liabilities:
Increase in other assets⁽¹⁾		(164,303	)		(30,826	)
Increase (decrease) in other liabilities⁽²⁾		2,502			(11,527	)
Purchases of securities held for trading		(15,000	)		(42,500	)
Proceeds from sales of securities held for trading		15,023			42,566
Held for sale originations		(119,158	)		—
Net cash provided by operating activities		240,122			338,960
Cash Flows from Investing Activities:
Proceeds from repayment of securities available for sale		1,594,862			1,579,297
Proceeds from sales of securities available for sale		483,872			363,621
Purchase of securities available for sale		(1,472,702	)		(2,103,973	)
Redemption of Federal Home Loan Bank stock		144,066			114,097
Purchases of Federal Home Loan Bank stock		(193,987	)		(75,878	)
Proceeds from (purchases of) bank-owned life insurance, net		8,195			(29,332	)
Proceeds from sales of loans		3,124			91,074
Purchases of loans		(51,451	)		(20,206	)
Other changes in loans, net		(896,021	)		(765,013	)
Dispositions (purchases) of premises and equipment, net		4,356			(646	)
Net cash used in investing activities		(375,686	)		(846,959	)
Cash Flows from Financing Activities:
Net increase in deposits		47,809			807,746
Net increase in short-term borrowed funds		1,575,000			—
Proceeds from long-term borrowed funds		4,625,000			3,285,812
Repayments of long-term borrowed funds		(5,075,000	)		(3,868,000	)
Cash dividends paid on common stock		(236,851	)		(238,043	)
Cash dividends paid on preferred stock		(24,621	)		(24,621	)
Treasury stock repurchased		(50,190	)		(67,125	)
Payments relating to treasury shares received for restricted stock award tax payments		(8,812	)		(8,047	)
Net cash provided by (used in ) financing activities		852,335			(112,278	)
Net increase (decrease) in cash, cash equivalents, and restricted cash		716,771			(620,277	)
Cash, cash equivalents, and restricted cash at beginning of period		741,870			1,474,955
Cash, cash equivalents, and restricted cash at end of period	$	1,458,641		$	854,678
Supplemental information:
Cash paid for interest	$	518,511		$	622,027
Cash paid for income taxes		17,459			75,280
Non-cash investing and financing activities:
Transfers to repossessed assets from loans	$	120		$	3,027
Operating lease liabilities arising from obtaining right-of-use assets as of January 1, 2019		—			324,360
Securitization of residential mortgage loans to mortgage-backed securities available for sale		41,871			20,206
Transfer of loans from held for investment to held for sale		—			91,117
Dispositions of premises and equipment		—			1,245
Shares issued for restricted stock awards		22,198			16,501

~~(unaudited)~~

For the Nine Months Ended
September 30,

2019

2018

Cash Flows from Operating Activities:

Net income
$
293,869
$
320,678

Adjustments to reconcile net income to net cash provided by operating activities:

Provision for loan losses

5,403

15,486

Depreciation

20,471

24,388

Amortization of discounts and premiums, net

3,690

(3,868
)
Net gain on securities

(7,755
)
—

Gain on trading activity

(66
)
(222
)
Net loss (gain) on sales of loans

43

(124
)
Stock-based compensation

23,937

28,069

Deferred tax expense

41,655

35,105

Changes in operating assets and liabilities:

Decrease in other assets
(1)

(30,826
)
(214,040
)
Decrease in other liabilities
(2)

(11,527
)
(21,101
)
Purchases of securities held for trading

(42,500
)
(141,615
)
Proceeds from sales of securities held for trading

42,566

141,837

Proceeds from sales of loans originated for sale

—

35,258

Net cash provided by operating activities

338,960

219,851

Cash Flows from Investing Activities:

Proceeds from repayment of securities available for sale

1,579,297

725,328

Proceeds from sales of securities available for sale

363,621

—

Purchase of securities available for sale

(2,103,973
)
(2,095,742
)
Redemption of Federal Home Loan Bank stock

114,097

57,101

Purchases of Federal Home Loan Bank stock

(75,878
)
(108,221
)
P
urchases of
(
p
roceeds from
)
bank-owned life insurance
, net

(29,332
)
10,968

Proceeds from sales of loans

91,074

180,377

Purchases of loans

(20,206
)
—

Other changes in loans, net

(765,013
)
(1,644,430
)
Dispositions (purchase) of premises and equipment, net

(646
)
(8,251
)

Net cash used in investing activities

(846,959
)
(2,882,870
)

Cash Flows from Financing Activities:

Net increase in deposits

807,746

1,217,121

Proceeds from long-term borrowed funds

3,285,812

3,700,000

Repayments of long-term borrowed funds

(3,868,000
)
(2,773,500
)
Cash dividends paid on common stock

(238,043
)
(249,968
)
Cash dividends paid on preferred stock

(24,621
)
(24,621
)
Treasury stock repurchased

(67,125
)
—

Payments relating to treasury shares received for restricted stock award tax payments

(8,047
)
(2,428
)

Net cash (used in) provided by financing activities

(112,278
)
1,866,604

Net decrease in cash, cash equivalents, and restricted cash

(620,277
)
(796,415
)
Cash, cash equivalents, and restricted cash at beginning of period

1,474,955

2,528,169

Cash, cash equivalents, and restricted cash at end of period
$
854,678
$
1,731,754

Supplemental information:

Cash paid for interest
$
622,027
$
444,444

Cash paid for income taxes

75,280

23,384

Non-cash
investing and financing activities:

Transfers to repossessed assets from loans
$
3,027
$
3,124

Operating lease liabilities arising from obtaining
right-of-use
assets as of January 1, 2019

324,360

—

Securitization of residential mortgage loans to mortgage-backed securities available for sale

20,206

—

Transfer of loans from held for investment to held for sale

91,117

180,253

Dispositions of premises and equipment

1,245

—

Shares issued for restricted stock awards

16,501

8,879

(1)	Includes $15.4 million and $23.8 million of amortization of operating lease right-of-use assets for the nine months ended September 30, ~~2019.~~2020 and 2019, respectively.

(2)	Includes $15.4 million and $23.8 million of amortization of operating lease liability for the nine months ended September 30, ~~2019.~~2020 and 2019, respectively.

See accompanying notes to the consolidated financial statements.

~~Table of Contents~~

NEW YORK COMMUNITY BANCORP, INC.

NOTES TO THE UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

Note 1. Organization, ~~and~~ Basis of Presentation,

and Recently Adopted Accounting Standards

Organization

New York Community Bancorp, Inc. (on a stand-alone basis, the “Parent Company” or, collectively with its subsidiaries, the “Company”) was organized under Delaware law on July 20, 1993 and is the holding company for New York Community Bank (hereinafter referred to as the “Bank”).

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

The ~~Company~~Bank currently operates ~~239~~236 branches, 19 of which operate directly under the Community Bank name. The remaining 217 Community Bank branches operate through eight ~~local divisions, each with a history of service and strength:~~divisional banks: Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic Bank in New York; Garden State Community Bank in New Jersey; AmTrust Bank in Florida and Arizona; and Ohio Savings Bank in ~~Ohio; and AmTrust Bank in Arizona and Florida.~~

Ohio.

Basis of Presentation

The following is a description of the significant accounting and reporting policies that the Company and its subsidiaries follow in preparing and presenting their consolidated financial statements, which conform to U.S. generally accepted accounting principles (“GAAP”) and to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires the Company to make estimates and judgments that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the consolidated financial statements, and the reported amounts of revenues and expenses during the reporting period. Estimates that are particularly susceptible to change in the near term are used in connection with the determination of the allowance for ~~loan~~credit losses and the evaluation of goodwill for impairment.

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

When necessary, certain reclassifications have been made to prior-year amounts to conform to the current-year presentation.

Recently Adopted Accounting Standards

The Company adopted ASU No. 2020-04 in the first quarter of 2020 upon issuance. The amendments provide optional expedients and exceptions for certain contracts, hedging relationships, and other transactions that reference LIBOR or another reference rate expected to be discontinued because of rate reform. The guidance is effective from the date of issuance until December 31, 2022. If certain criteria are met, the amendments allow exceptions to the designation criteria of the hedging relationship and the assessment of hedge effectiveness during the transition period. To date, the guidance has not had a material impact on the Company’s Consolidated Statements of Condition, results of operations, or cash flows. The Company will continue to assess the impact as the reference rate transition occurs.

The Company adopted ASU No. 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments and its amendments, (“ASU No. 2016-13”) as of January 1, 2020. ASU No. 2016-13 amended guidance on reporting credit losses for assets held on an amortized cost basis and available-for-sale debt securities. For assets held at amortized cost, ASU No. 2016-13 eliminated the probable initial recognition threshold in current GAAP and, instead, requires an entity to reflect its current estimate of all expected credit losses. The amendments in ASU No. 2016-13 replaced the incurred loss impairment methodology with a methodology that reflects the measurement of expected credit losses based on relevant information about past events, including historical loss experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of financial assets to present the net amount expected to be collected. For available-for-sale debt securities, credit losses will be presented as an allowance rather than as a write-down. The amendments affected loans, debt securities, trade receivables, off-balance sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.

The Company adopted ASU No. 2016-13 on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the adoption date and, accordingly, the Company recorded a net of tax decrease of $10.5 million to retained earnings as of January 1, 2020. The results for prior period amounts continue to be reported in accordance with previously applicable GAAP. A prospective transition approach was required for debt securities for which an OTTI had been recognized before the effective date. The effect of the prospective transition approach was to maintain the same amortized cost basis before and after the effective date of ASU No. 2016-13. Amounts previously recognized in accumulated other comprehensive income (loss) as of the date of adoption that relate to improvements in cash flows expected to be collected continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption are recorded in earnings when received.

The Company adopted ASU No. 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement on January 1, 2020. The purpose of ASU No. 2018-13 is to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments remove the disclosure requirements for transfers between Levels 1 and 2 of the fair value hierarchy, the disclosure of the policy for timing of transfers between levels of the fair value hierarchy, and the disclosure of the valuation processes for Level 3 fair value measurements. Additionally, the amendments modify the disclosure requirements for investments in certain entities that calculate net asset value and measurement uncertainty. Finally, the amendments added disclosure requirements for the changes in unrealized gains and losses included in other comprehensive income for recurring Level 3 fair value measurements and the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty are applied prospectively for only the most recent interim or annual period presented in the initial fiscal year of adoption. All other amendments are applied retrospectively to all periods presented upon their effective date. The adoption of ASU No. 2018-13 did not have a material effect on the Company’s Consolidated Statements of Condition, results of operations, or cash flows.

The Company adopted, on a prospective basis, ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment as of January 1, 2020. ASU No. 2017-04 eliminates the second step of the goodwill impairment test which requires an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity recognizes an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill recorded. ASU No. 2017-04 does not amend the optional qualitative assessment of goodwill impairment. The impact of this adoption on the Company’s Consolidated Statements of Condition, results of operations, or cash flows will be dependent upon goodwill impairment determinations made after January 1, 2020.

The adoption of ASU No. 2017-04 did not have a material effect on the Company’s Consolidated Statements of Condition, results of operations, or cash flows. During the nine months ended September 30, 2020, the Company assessed the current environment, including the estimated impact of the COVID-19 pandemic on macroeconomic variables and economic forecasts and how those might impact the fair value of its reporting unit. After consideration of the items above and the first nine months 2020 results, the Company determined it was not more-likely-than-not that the fair value of its reporting unit was below its book value as of September 30, 2020.

Note 2. Computation of Earnings per Common Share

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

Unvested stock-based compensation awards containing

non-forfeitable

rights to dividends paid on the Company’s common stock are considered participating securities, and therefore are included in the

two-class

method for calculating EPS. Under the

two-class

method, all earnings (distributed and undistributed) are allocated to common shares and participating securities based on their respective rights to receive dividends on the common stock. The Company grants restricted stock to certain employees under its stock-based compensation plan. Recipients receive cash dividends during the vesting periods of these awards, including on the unvested portion of such awards. Since these dividends are

non-forfeitable,

the unvested awards are considered participating securities and therefore have earnings allocated to them.

~~Table of Contents~~

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

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
(in thousands, except share and per share amounts)	2020			2019			2020			2019
Net income available to common shareholders	$	107,563		$	90,839		$	296,824		$	269,248
Less: Dividends paid on and earnings allocated to participating securities		(1,295	)		(1,073	)		(3,658	)		(3,245	)
Earnings applicable to common stock	$	106,268		$	89,766		$	293,166		$	266,003
Weighted average common shares outstanding		461,780,959			465,357,326			462,898,726			465,400,372
Basic earnings per common share	$	0.23		$	0.19		$	0.63		$	0.57
Earnings applicable to common stock	$	106,268		$	89,766		$	293,166		$	266,003
Weighted average common shares outstanding		461,780,959			465,357,326			462,898,726			465,400,372
Potential dilutive common shares		864,855			418,674			614,082			237,708
Total shares for diluted earnings per common share computation		462,645,814			465,776,000			463,512,808			465,638,080
Diluted earnings per common share and common share equivalents	$	0.23		$	0.19		$	0.63		$	0.57

Three Months Ended
September 30,

Nine Months Ended
September 30,

(in thousands, except share and per share amounts)

2019

2018

2019

2018

Net income available to common shareholders
$
90,839
$
98,565
$
269,248
$
296,057

Less: Dividends paid on and earnings allocated to participating securities

(1,073
)
(1,219
)
(3,245
)
(3,735
)

Earnings applicable to common stock
$
89,766
$
97,346
$
266,003
$
292,322

Weighted average common shares outstanding

465,357,326

488,476,340

465,400,372

488,383,554

Basic earnings per common share
$
0.19
$
0.20
$
0.57
$
0.60

Earnings applicable to common stock
$
89,766
$
97,346
$
266,003
$
292,322

Weighted average common shares outstanding

465,357,326

488,476,340

465,400,372

488,383,554

Potential dilutive common shares

418,674

—

237,708

—

Total shares for diluted earnings per common share computation

465,776,000

488,476,340

465,638,080

488,383,554

Diluted earnings per common share and common share equivalents
$
0.19
$
0.20
$
0.57
$
0.60

Note 3.3: Reclassifications ~~Out~~out of Accumulated Other Comprehensive Loss

(in thousands)	For the Nine Months Ended September 30, 2020
Details about Accumulated Other Comprehensive Loss	Amount Reclassified out of Accumulated Other Comprehensive Loss (1)			Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
Unrealized gains on available-for-sale securities:	$	683		Net gain on securities
		(188	)	Income tax expense
	$	495		Net gain on securities, net of tax
Unrealized loss on cash flow hedges:	$	(5,973	)	Interest expense
		1,642		Income tax benefit
	$	(4,331	)	Net gain (loss) on cash flow hedges, net of tax
Amortization of defined benefit pension plan items:
Past service liability	$	186		Included in the computation of net periodic credit⁽²⁾
Actuarial losses		(5,511	)	Included in the computation of net periodic cost ⁽²⁾
		(5,325	)	Total before tax
		1,464		Income tax benefit
	$	(3,861	)	Amortization of defined benefit pension plan items, net of tax
Total reclassifications for the period	$	(7,697	)

(in thousands)

For the Nine Months Ended September 30, 2019
Details about
Accumulated Other Comprehensive Loss

Amount Reclassified out of
Accumulated Other
Comprehensive Loss
(1)

Affected Line Item in the
Consolidated Statements of Income
and Comprehensive Income
Unrealized gains on
available-for-sale
securities
$
5,445

Net gain (loss) on securities

(1,527
)
Income tax (expense) benefit

$
3,918

Net gain (loss) on securities, net of tax

Amortization of defined benefit pension plan items:

Past service liability
$
187

Included in the computation of net periodic credit
(2)
Actuarial losses

(7,619
)
Included in the computation of net periodic credit

(2)

(7,432
)
Total before tax

2,052

Income tax benefit

$
(5,380
)
Amortization of defined benefit pension plan items, net of tax

Total reclassifications for the period
$
(1,462
)

(1)	Amounts in parentheses indicate expense items.

(2)	See Note 8, “Pension and Other Post-Retirement Benefits,” for additional information.

~~Table of Contents~~

Note 4. Securities

The following tables summarize the Company’s portfolio of debt securities available for sale and equity investments with readily determinable fair values at September 30, ~~2019~~2020 and December 31, ~~2018:~~2019:

	September 30, 2020
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Debt securities available-for-sale
Mortgage-Related Debt Securities:
GSE certificates	$	1,160,210	$	58,146	$	25	$	1,218,331
GSE CMOs		1,384,204		50,544	83			1,434,665
Total mortgage-related debt securities	$	2,544,414	$	108,690	$	108	$	2,652,996
Other Debt Securities:
U. S. Treasury obligations	$	61,986	$	1	$	3	$	61,984
GSE debentures		991,865		5,739		3,639		993,965
Asset-backed securities⁽¹⁾		541,390		850		9,987		532,253
Municipal bonds		26,304		667		114		26,857
Corporate bonds		870,610		14,949		8,761		876,798
Capital trust notes		95,388		5,211		11,708		88,891
Total other debt securities	$	2,587,543	$	27,417	$	34,212	$	2,580,748
Total debt securities available for sale	$	5,131,957	$	136,107	$	34,320	$	5,233,744
Equity Securities:
Preferred stock	$	15,292	$	—	$	1	$	15,291
Mutual funds		15,815		342		—		16,157
Total equity securities	$	31,107	$	342	$	1	$	31,448
Total securities ⁽²⁾	$	5,163,064	$	136,449	$	34,321	$	5,265,192

September 30, 2019

(in thousands)

Amortized
Cost

Gross
Unrealized
Gain

Gross
Unrealized
Loss

Fair Value

Debt securities
available-for-sale:

Mortgage-related Debt Securities:

GSE certificates
$
1,538,922
$
34,377
$
394
$
1,572,905

GSE CMOs

1,744,472

25,999

1,697

1,768,774

Total mortgage-related debt securities
$
3,283,394
$
60,376
$
2,091
$
3,341,679

Other Debt Securities:

U. S. Treasury obligations
$
29,763
$
6
$
—
$
29,769

GSE debentures

1,137,235

7,231

2,003

1,142,463

Asset-backed securities

(1)

384,784

—

6,528

378,256

Municipal bonds

27,319

620

382

27,557

Corporate bonds

836,558

13,333

9,877

840,014

Capital trust notes

95,006

6,477

6,653

94,830

Total other debt securities
$
2,510,665
$
27,667
$
25,443
$
2,512,889

Total debt securities available for sale

(2)
$
5,794,059
$
88,043
$
27,534
$
5,854,568

Equity Securities:

Preferred stock

15,292

81

—

15,373

Mutual funds and common stock

(3)

16,871

735

118

17,488

Total equity securities
$
32,163
$
816
$
118
$
32,861

Total securities
$
5,826,222
$
88,859
$
27,652
$
5,887,429

(1)	The underlying assets of the asset-backed securities are substantially guaranteed by the U.S. Government.

(2)

~~The amortized cost includes~~

Excludes accrued interest receivable of $14.0 million included in other assets in the

~~non-credit~~

~~portion~~ Consolidated Statements of ~~OTTI recorded in AOCL. At September 30, 2019, the~~

~~non-credit~~

~~portion of OTTI recorded in AOCL was $8.6 million before taxes.~~Condition.

	December 31, 2019
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Debt securities available-for-sale
Mortgage-Related Debt Securities:
GSE certificates	$	1,530,317	$	26,069	$	3,763	$	1,552,623
GSE CMOs		1,783,440		21,213		3,541		1,801,112
Total mortgage-related debt securities	$	3,313,757	$	47,282	$	7,304	$	3,353,735
Other Debt Securities:
U.S. Treasury obligations	$	41,820	$	19	$	—	$	41,839
GSE debentures		1,093,845		5,707		5,312		1,094,240
Asset-backed securities ⁽¹⁾		384,108		—		10,854		373,254
Municipal bonds		26,808		559		475		26,892
Corporate bonds		854,195		15,970		2,983		867,182
Capital trust notes		95,100		7,121		6,306		95,915
Total other debt securities	$	2,495,876	$	29,376	$	25,930	$	2,499,322
Total other securities available for sale	$	5,809,633	$	76,658	$	33,234	$	5,853,057
Equity Securities:
Preferred stock	$	15,292	$	122	$	—	$	15,414
Mutual funds and common stock ⁽²⁾		16,871		718		173		17,416
Total equity securities	$	32,163	$	840	$	173	$	32,830
Total securities⁽³⁾	$	5,841,796	$	77,498	$	33,407	$	5,885,887

~~(3)~~

(1)

~~Primarily consists of mutual funds that are~~

~~CRA-qualified~~

~~investments~~

December 31, 2018

(in thousands)

Amortized
Cost

Gross
Unrealized
Gain

Gross
Unrealized
Loss

Fair Value

Debt securities
available-for-sale:

Mortgage-related Debt Securities:

GSE certificates
$
1,705,336
$
18,146
$
15,961
$
1,707,521

GSE CMOs

1,248,621

8,380

4,240

1,252,761

Total mortgage-related debt securities
$
2,953,957
$
26,526
$
20,201
$
2,960,282

Other Debt Securities:

GSE debentures
$
1,334,549
$
3,366
$
8,988
$
1,328,927

Asset-backed securities

(1)

386,768

784

430

387,122

Municipal bonds

68,551

195

2,563

66,183

Corporate bonds

836,153

8,667

23,105

821,715

Capital trust notes

48,278

6,435

5,422

49,291

Total other debt securities
$
2,674,299
$
19,447
$
40,508
$
2,653,238

Total debt securities available for sale

(2)
$
5,628,256
$
45,973
$
60,709
$
5,613,520

Equity Securities:

Preferred stock

15,292

—

1,446

13,846

Mutual funds and common stock

(3)

16,870

366

531

16,705

Total equity securities
$
32,162
$
366
$
1,977
$
30,551

Total securities
$
5,660,418
$
46,339
$
62,686
$
5,644,071

~~(1)~~

The underlying assets of the asset-backed securities are substantially guaranteed by the U.S. Government.

~~(2)~~

~~The amortized cost includes the~~

~~non-credit~~

~~portion of OTTI recorded in AOCL. At December 31, 2018, the~~

~~non-credit~~

~~portion of OTTI recorded in AOCL was $8.6 million before taxes.~~

~~(3)~~

(2)

Primarily consists of mutual funds that are

CRA-qualified

investments.

(3)	Excludes accrued interest receivable of $24.4 million included in other assets in the Consolidated Statements of Condition.

~~Table of Contents~~

At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively, the Company had ~~$606.4~~$697.5 million and ~~$644.6~~$647.6 million of

FHLB-NY

stock, at cost. The Company maintains an investment in

FHLB-NY

stock partly in conjunction with its membership in the FHLB and partly related to its access to the FHLB funding it utilizes.

The following table summarizes the gross proceeds, gross realized gains, and gross realized ~~gains~~losses from the sale of

available-for-sale

securities during the nine months ended September 30, ~~2019~~2020 and ~~2018:~~2019:

	For the Nine Months Ended September 30,
(in thousands)	2020		2019
Gross proceeds	$	483,872	$	363,621
Gross realized gains		1,945		5,445
Gross realized losses		1,262		—

For the Nine Months Ended
September 30,

(in thousands)

2019

2018

Gross proceeds
$
363,621

—

Gross realized gains

5,445

—

Net ~~unrealized~~ gains on equity securities recognized in earnings for the ~~three and~~ nine months ended September 30, 2020 and 2019 ~~was $275,000~~were $454,000 and $2.3 million, respectively.

In the following table, the beginning balance represents the credit loss component for debt securities on which OTTI occurred prior to January 1, 2019. For credit-impaired debt securities, OTTI recognized in earnings after that date is presented as an addition in two components, based upon whether the current period is the first time a debt security was credit-impaired (initial credit impairment) or is not the first time a debt security was credit-impaired (subsequent credit impairment).

(in thousands)

For the
Nine Months Ended
September 30, 2019

Beginning credit loss amount as of December 31, 2018
$
196,187

Add: Initial other-than-temporary credit losses

—

Subsequent other-than-temporary credit losses

—

Amount previously recognized in AOCL

—

Less: Realized losses for securities sold

—

Securities intended or required to be sold

—

Increase in cash flows on debt securities

46

Ending credit loss amount as of September 30, 2019
$
196,141

~~Table of Contents~~

The following table summarizes, by contractual maturity, the amortized cost of securities at September 30, ~~2019:~~2020:

	Mortgage- Related Securities		Average Yield			U.S. Government and GSE Obligations		Average Yield			State, County, and Municipal		Average Yield ⁽¹⁾			Other Debt Securities ⁽²⁾		Average Yield			Fair Value
(dollars in thousands)
Available-for-Sale Debt Securities:
Due within one year	$	90,869		3.46	%	$	68,935		0.48	%	$	150		6.66	%	$	49,593		3.65	%	$	211,500
Due from one to five years		458,644		3.11			25,924		3.39			—		—			146,882		2.85			670,442
Due from five to ten years		148,256		2.74			188,055		2.43			20,274		3.50			761,267		2.19			1,128,312
Due after ten years		1,846,645		2.51			770,936		1.63			5,880		3.33			549,646		1.39			3,223,490
Total debt securities available for sale	$	2,544,414		2.67		$	1,053,850		1.74		$	26,304		3.48		$	1,507,388		2.01		$	5,233,744

Mortgage-
Related
Securities

Average
Yield

U.S.
Government
and GSE
Obligations

Average
Yield

State, County,
and Municipal

Average
Yield
(1)

Other Debt
Securities
(2)

Average
Yield

Fair Value

(dollars in thousands)

Available-for-Sale
Debt Securities:

Due within one year
$
2,505

2.99
% $
29,763

1.86
% $
150

6.59
% $
13,973

3.79
% $
46,495

Due from one to five years

656,530

3.29

32,874

3.48

148

6.66

154,424

3.42

865,091

Due from five to ten years

345,793

3.31

958,361

3.18

10,957

3.79

734,124

4.19

2,071,651

Due after ten years

2,278,566

2.96

146,000

2.88

16,064

3.22

413,827

2.91

2,871,331

Total debt securities available for sale
$
3,283,394

3.06
$
1,166,998

3.11
$
27,319

3.49
$
1,316,348

3.69
$
5,854,568

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

(2)	Includes corporate bonds, capital trust notes, and asset-backed securities.

The following table presents securities with no related allowance having a continuous unrealized loss position for less ~~~~than twelve months and for twelve months or longer as of September 30, ~~2019:~~2020:

	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Securities:
U.S. Treasury obligations	$	49,987	$	3	$	—	$	—	$	49,987	$	3
GSE certificates		7,415		25		—		—		7,415		25
GSE CMOs		2,579		6		128,575		77		131,154		83
GSE debentures		507,331		3,640		—		—		507,331		3,640
Asset-backed securities		58,647		372		366,963		9,615		425,610		9,987
Municipal bonds		—		—		9,235		113		9,235		113
Corporate bonds		163,643		3,962		245,201		4,799		408,844		8,761
Capital trust notes		45,770		1,244		33,407		10,463		79,177		11,707
Equity securities		15,292		1		—		—		15,292		1
Total temporarily impaired securities	$	850,664	$	9,253	$	783,381	$	25,067	$	1,634,045	$	34,320

Less than Twelve Months

Twelve Months or Longer

Total

(in thousands)

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Temporarily Impaired Securities:

U. S. Government agency and GSE obligations
$
128,052
$
821
$
118,879
$
1,182
$
246,931
$
2,003

GSE certificates

165,955

334

7,866

60

173,821

394

GSE CMOs

395,590

959

104,844

738

500,434

1,697

Asset-backed securities

378,256

6,528

—

—

378,256

6,528

Municipal bonds

—

—

9,793

382

9,793

382

Corporate bonds

325,936

9,877

—

—

325,936

9,877

Capital trust notes

45,999

690

37,855

5,963

83,854

6,653

Equity securities

—

—

11,687

118

11,687

118

Total temporarily impaired securities
$
1,439,788
$
19,209
$
290,924
$
8,443
$
1,730,712
$
27,652

~~Table of Contents~~

The following table presents securities having a continuous unrealized loss position for less than twelve months and for twelve months or longer as of December 31, ~~2018:~~2019:

	Less than Twelve Months				Twelve Months or Longer				Total
(in thousands)	Fair Value		Unrealized Loss		Fair Value		Unrealized Loss		Fair Value		Unrealized Loss
Temporarily Impaired Securities:
U. S. Treasury obligations	$	11,917	$	—	$	—	$	—	$	11,917	$	—
U. S. Government agency and GSE obligations		297,179		3,916		138,189		1,396		435,368		5,312
GSE certificates		396,930		3,718		7,542		45		404,472		3,763
GSE CMOs		609,502		2,582		133,955		959		743,457		3,541
Asset-backed securities		256,619		10,854		116,635		—		373,254		10,854
Municipal bonds		—		—		9,349		475		9,349		475
Corporate bonds		99,300		700		172,717		2,283		272,017		2,983
Capital trust notes		—		—		37,525		6,306		37,525		6,306
Equity securities		—		—		11,633		173		11,633		173
Total temporarily impaired securities	$	1,671,447	$	21,770	$	627,545	$	11,637	$	2,298,992	$	33,407	��

Less than Twelve Months

Twelve Months or Longer

Total

(in thousands)

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Fair Value

Unrealized Loss

Temporarily Impaired Securities:

U. S. Government agency and GSE obligations
$
276,113
$
2,629
$
329,372
$
6,359
$
605,485
$
8,988

GSE certificates

576,970

10,598

232,969

5,363

809,939

15,961

GSE CMOs

465,779

1,892

99,050

2,348

564,829

4,240

Asset-backed securities

69,166

430

—

—

69,166

430

Municipal bonds

5,876

21

48,837

2,542

54,713

2,563

Corporate bonds

642,843

23,105

—

—

642,843

23,105

Capital trust notes

—

—

38,360

5,422

38,360

5,422

Equity securities

17,836

1,464

11,293

513

29,129

1,977

Total temporarily impaired securities
$
2,054,583
$
40,139
$
759,881
$
22,547
$
2,814,464
$
62,686

~~Table of Contents~~

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

At September 30, 2019, the Company had unrealized losses on certain available for sale GSE obligations, municipal bonds, corporate bonds, asset-backed securities, capital trust notes, and equity investments with readily determinable fair values. The unrealized losses on the Company’s GSE obligations, municipal bonds, corporate bonds, asset-backed securities and capital trust notes at September 30, 2019 were primarily caused by movements in market interest rates and spread volatility, rather than credit risk. These securities are not expected to be settled at a price that is less than the amortized cost of the Company’s investment.

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

The unrealized losses on the Company’s equity investments with readily determinable fair values at September 30, 2019 were caused by market volatility. Equity investments with readily determinable fair values are measured at fair value with changes in fair value recognized in net income, thus eliminating eligibility for the

~~available-for-sale~~

category. Events that could trigger a material decline in the fair value of these securities include, but are not limited to, deterioration in the equity markets; a decline in the quality of the loan portfolio of the issuer in which the Company has invested; and the recording of higher loan loss provisions and net operating losses by such issuer.

The investment securities designated as having a continuous loss position for twelve months or more at September 30, ~~2019~~2020 consisted of

~~US Government agency securities,~~

~~capital trusts notes,~~

~~agency mortgage-related securities,~~

4 agency collateralized mortgage obligations,

5 capital trusts notes, 7 asset-backed securities, 3 corporate bonds, and 1

municipal ~~bond, and~~

~~mutual fund. At December 31, 2018~~bond. The investment securities designated as having a continuous loss position for twelve months or more at December 31, 2019 consisted of

~~agency mortgage-related securities,~~

7 US Government agency securities,

~~agency collateralized mortgage obligations,~~

capital trusts notes,

agency mortgage-related securities, 3 agency CMOs, 3 asset-backed securities, 2 corporate bonds, 1 municipal ~~bonds,~~bond, and

mutual fund.

~~At September 30, 2019,~~

The Company evaluates available-for-sale debt securities in unrealized loss positions at least quarterly to determine if an allowance for credit losses is required. Based on an evaluation of available information about past events, current conditions, and reasonable and supportable forecasts that are relevant to collectability, the Company has concluded that it expects to receive all contractual cash flows from each security held in its available-for-sale securities portfolio.

We first assess whether (i) we intend to sell, or (ii) it is more likely than not that we will be required to sell the security before recovery of its amortized cost basis. If either of these criteria is met, any previously recognized allowances are charged off and the security’s amortized cost basis is written down to fair value through income. If neither of the aforementioned criteria are met, we evaluate whether the decline in fair value has resulted from credit losses or other factors. If this assessment indicates that a credit loss exists, the present value of cash flows expected to be collected from the security are compared to the amortized cost basis of the security. If the present value of cash flows expected to be collected is less than the amortized cost basis, a credit loss exists and an allowance for credit losses is recorded for the credit loss, limited by the amount that the fair value ~~of securities having a continuous loss position for twelve months or more was 2.8% below~~is less than the ~~collective~~ amortized cost basis. Any impairment that has not been recorded through an allowance for credit losses is recognized in other comprehensive income.

None of ~~$299.4 million. At~~the unrealized losses identified as of September 30, 2020 or December 31, ~~2018,~~2019 relates to the ~~fair value~~marketability of ~~such~~the securities ~~was 2.9% below~~or the ~~collective~~issuers’ ability to honor redemption obligations. Rather, the unrealized losses relate to changes in interest rates relative to when the investment securities were purchased, and do not indicate credit-related impairment. Management based this conclusion on an analysis of each issuer including a detailed credit assessment of each issuer. The Company does not intend to sell, and it is not more likely than not that the Company will be required to sell the positions before the recovery of their amortized cost basis, which may be at maturity. As such, no allowance for credit losses was recorded with respect to debt securities as of ~~$782.4 million. At~~or during the nine months ended September 30, ~~2019 and December 31, 2018,~~2020.

Management has made the ~~combined market value~~accounting policy election to exclude accrued interest receivable on available-for-sale securities from the estimate of ~~the respective~~credit losses. Available-for-sale debt securities ~~represented unrealized losses of $8.4 million and $22.5 million, respectively.~~

are placed on non-accrual status when we no longer expect to receive all contractual amounts due, which is generally at 90 days past due. Accrued interest receivable is reversed against interest income when a security is placed on non-accrual status.

~~Table of Contents~~

Note 5. Loans and Leases

The following table sets forth the composition of the loan ~~and lease~~ portfolio at the dates indicated:

	September 30, 2020						December 31, 2019
(dollars in thousands)	Amount			Percent of Loans Held for Investment			Amount			Percent of Loans Held for Investment
Loans and Leases Held for Investment:
Mortgage Loans:
Multi-family	$	32,100,281			75.06	%	$	31,158,672			74.46	%
Commercial real estate		6,884,667			16.10			7,081,910			16.93
One-to-four family		274,095			0.64			380,361			0.91
Acquisition, development, and construction		86,007			0.20			200,596			0.48
Total mortgage loans held for investment⁽¹⁾		39,345,050			92.00		$	38,821,539			92.78
Other Loans:
Commercial and industrial		1,644,872			3.85			1,742,380			4.16
Lease financing, net of unearned income of $121,168 and $104,826, respectively		1,771,168			4.14			1,271,998			3.04
Total commercial and industrial loans ⁽²⁾		3,416,040			7.99			3,014,378			7.20
Other		6,461			0.01			8,102			0.02
Total other loans held for investment⁽¹⁾		3,422,501			8.00			3,022,480			7.22
Total loans and leases held for investment	$	42,767,551			100.00	%	$	41,844,019			100.00	%
Net deferred loan origination costs		61,668						50,136
Allowance for loan and lease losses		(188,307	)					(147,638	)
Total loans and leases held for investment, net	$	42,640,912					$	41,746,517
Loans held for sale⁽³⁾		117,272						—
Total loans and leases, net	$	42,758,184					$	41,746,517

September 30, 2019

December 31, 2018

(dollars in thousands)

Amount

Percent of
Loans Held for
Investment

Amount

Percent of
Loans Held
for Investment

Loans and Leases Held for Investment:

Mortgage Loans:

Multi-family
$
30,269,409

74.19
% $
29,883,919

74.46
%
Commercial real estate

6,985,568

17.12

6,998,834

17.44

One-to-four
family

395,044

0.97

446,094

1.11

Acquisition, development, and construction

297,526

0.73

407,870

1.02

Total mortgage loans held for investment

37,947,547

93.01

37,736,717

94.03

Other Loans:

Commercial and industrial

1,784,081

4.37

1,705,308

4.25

Lease financing, net of unearned income of $88,329 and $53,891, respectively

1,058,071

2.60

683,112

1.70

Total commercial and industrial loans
(1)

2,842,152

6.97

2,388,420

5.95

Other

8,741

0.02

8,724

0.02

Total other loans held for investment

2,850,893

6.99

2,397,144

5.97

Total loans and leases held for investment
$
40,798,440

100.00
% $
40,133,861

100.00
%

Net deferred loan origination costs

45,780

32,047

Allowance for losses

(149,433
)
(159,820
)

Total loans and leases, net
$
40,694,787
$
40,006,088

(1)	Excludes accrued interest receivable of $217.8 million and $116.9 million at September 30, 2020 and December 31, 2019, respectively, which is included in other assets in the Consolidated Statements of Condition.

(2)

Includes specialty finance loans and leases of ~~$2.4~~$3.1 billion and ~~$1.9~~$2.6 billion, respectively, at September 30, ~~2019~~2020 and December 31, ~~2018. Other~~2019, and other C&I loans of ~~$447.1~~$394.3 million and ~~$469.9~~$420.1 million, respectively, at September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

(3)	Includes deferred loan origination fees of $1.7 million.

Loans ~~and Leases~~

~~Loans and Leases~~ Held for Investment

The majority of the loans the Company originates for investment are multi-family loans, most of which are collateralized by

non-luxury

apartment buildings in New York City with rent-regulated units and below-market rents. In addition, the Company originates CRE loans, most of which are collateralized by income-producing properties such as office buildings, retail centers,

mixed-use

buildings, and multi-tenanted light industrial properties that are located in New York City and on Long Island.

To a lesser extent, the Company also originates ADC loans for investment.

One-to-four

family loans held for investment were originated through the Company’s former mortgage banking operation and primarily consisted of jumbo ~~prime~~ adjustable rate mortgages made to borrowers with a solid credit history.

ADC loans are primarily originated for multi-family and residential tract projects in New York City and on Long Island. C&I loans consist of asset-based loans, equipment loans and leases, and dealer floor-plan loans (together, specialty finance loans and leases) that generally are made to large corporate obligors, many of which are publicly traded, carry investment grade or near-investment grade ratings, and participate in stable industries nationwide; and other C&I loans that primarily are made to small and

mid-size

businesses in Metro New York. Other C&I loans are typically made for working capital, business expansion, and the purchase of machinery and equipment.

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

in-house

appraisers, perform appraisals on the collateral properties. In many cases, a second independent appraisal review is performed.

To further manage its credit risk, the Company’s lending policies limit the amount of credit granted to any one borrower and typically require conservative debt service coverage ratios and

loan-to-value

ratios. Nonetheless, the ability of the Company’s borrowers to repay these loans may be impacted by adverse conditions in the local real estate market and the local ~~economy and changes in applicable laws and regulations.~~economy. Accordingly, there can be no assurance that its underwriting policies will protect the Company from credit-related losses or ~~delinquencies.~~

~~Table of Contents~~

delinquencies.

ADC loans typically involve a higher degree of credit risk than loans secured by improved or owner-occupied real estate. Accordingly, borrowers are required to provide a guarantee of repayment and completion, and loan proceeds are disbursed as construction progresses, as certified by

in-house

inspectors or third-party engineers. The Company seeks to minimize the credit risk on ADC loans by maintaining conservative lending policies and rigorous underwriting standards. However, if the estimate of value proves to be inaccurate, the cost of completion is greater than expected, or the length of time to complete and/or sell or lease the collateral property is greater than anticipated, the property could have a value upon completion that is insufficient to assure full repayment of the loan. This could have a material adverse effect on the quality of the ADC loan portfolio, and could result in losses or delinquencies. In addition, the Company utilizes the same stringent appraisal process for ADC loans as it does for its multi-family and CRE loans.

To minimize the risk involved in specialty finance lending and leasing, the Company participates in syndicated loans that are brought to it, and equipment loans and leases that are assigned to it, by a select group of nationally recognized sources who have ~~had~~ long-term relationships with its experienced lending officers. Each of these credits is secured with a perfected first security interest in or outright ownership inof the ~~underlying~~underlying collateral, and structured as senior debt or as a

non-cancelable

lease. To further minimize the risk involved in specialty finance lending and leasing, each transaction is

re-underwritten.

In addition, outside counsel is retained to conduct a further review of the underlying documentation.

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

Included in loans held for investment at September 30, 2020 and December 31, 2019, were loans of ~~$39.1~~$37.8 million and $38.2 million, respectively, to officers, directors, and their related interests and parties. There were no loans to principal shareholders at that date.

Asset Quality

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 September 30, 2020 and December 31, 2019, all of our non-performing loans were non-accrual loans.

The following table presents information regarding the quality of the Company’s loans held for investment at September 30, ~~2019:~~2020:

(in thousands)	Loans 30-89 Days Past Due		Non- Accrual Loans		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	378	$	4,068	$	—	$	4,446	$	32,095,835	$	32,100,281
Commercial real estate		2,617		12,673		—		15,290		6,869,377		6,884,667
One-to-four family		2,078		1,706		—		3,784		270,311		274,095
Acquisition, development, and construction		—		—		—		—		86,007		86,007
Commercial and industrial^{(1) (2)}		—		26,902		—		26,902		3,389,138		3,416,040
Other		56		2		—		58		6,403		6,461
Total loans and leases held for investment	$	5,129	$	45,351	$	—	$	50,480	$	42,717,071	$	42,767,551

(in thousands)

Loans
30-89
Days
Past Due

Non-
Accrual
Loans

Loans
90 Days or More
Delinquent and
Still Accruing
Interest

Total
Past Due
Loans

Current

Loans

Total Loans
Receivable

Multi-family
$
—
$
5,793
$
—
$
5,793
$
30,263,616
$
30,269,409

Commercial real estate

9,750

5,563

—

15,313

6,970,255

6,985,568

One-to-four
family

—

2,040

—

2,040

393,004

395,044

Acquisition, development, and construction

—

—

—

—

297,526

297,526

Commercial and industrial
(1) (2)

483

42,544

—

43,027

2,799,125

2,842,152

Other

6

253

—

259

8,482

8,741

Total
$
10,239
$
56,193
$
—
$
66,432
$
40,732,008
$
40,798,440

(1)	Includes ~~$483,000 and $33.6~~$24.4 million of taxi medallion-related loans that were 90 days or more past due. There were 0 taxi medallion-related loans that were 30 to 89 days past ~~due and 90 days or more past due, respectively.~~due.

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

~~Table of Contents~~

The following table presents information regarding the quality of the Company’s loans held for investment at December 31, ~~2018:~~2019:

(in thousands)	Loans 30-89 Days Past Due		Non- Accrual Loans		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	1,131	$	5,407	$	—	$	6,538	$	31,152,134	$	31,158,672
Commercial real estate		2,545		14,830		—		17,375		7,064,535		7,081,910
One-to-four family		—		1,730		—		1,730		378,631		380,361
Acquisition, development, and construction		—		—		—		—		200,596		200,596
Commercial and industrial^{(1) (2)}		—		39,024		—		39,024		2,975,354		3,014,378
Other		44		252		—		296		7,806		8,102
Total	$	3,720	$	61,243	$	—	$	64,963	$	41,779,056	$	41,844,019

(in thousands)

Loans
30-89
Days
Past Due

Non-
Accrual
Loans

Loans
90 Days or More
Delinquent and
Still Accruing
Interest

Total
Past Due
Loans

Current

Loans

Total Loans
Receivable

Multi-family
$
—
$
4,220
$
—
$
4,220
$
29,879,699
$
29,883,919

Commercial real estate

—

3,021

—

3,021

6,995,813

6,998,834

One-to-four
family

9

1,651

—

1,660

444,434

446,094

Acquisition, development, and construction

—

—

—

—

407,870

407,870

Commercial and industrial
(1) (2)

530

36,608

—

37,138

2,351,282

2,388,420

Other

25

6

—

31

8,693

8,724

Total
$
564
$
45,506
$
—
$
46,070
$
40,087,791
$
40,133,861

(1)	Includes ~~$530,000 and $35.5~~$30.4 million of taxi medallion-related loans that were 90 days or more past due. There were 0 taxi medallion-related loans that were 30 to 89 days past ~~due and 90 days or more past due, respectively.~~due.

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

The following table summarizes the Company’s portfolio of loans held for investment by credit quality indicator at September 30, ~~2019:~~2020:

	Mortgage Loans								Other Loans
(in thousands)	Multi- Family		Commercial Real Estate		One-to- Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial⁽¹⁾		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	31,688,547	$	5,999,490	$	272,393	$	62,589	$	38,023,019	$	3,351,910	$	6,459	$	3,358,369
Special mention		343,366		775,959		—		23,418		1,142,743		3,892		—		3,892
Substandard		68,368		109,218		1,702		—		179,288		60,238		2		60,240
Doubtful		—		—		—		—		—		—		—		—
Total	$	32,100,281	$	6,884,667	$	274,095	$	86,007	$	39,345,050	$	3,416,040	$	6,461	$	3,422,501

Mortgage Loans

Other Loans

(in thousands)

Multi-
Family

Commercial
Real Estate

One-to-
Four
Family

Acquisition,
Development,
and
Construction

Total
Mortgage
Loans

Commercial
and
Industrial
(1)

Other

Total Other
Loans

Credit Quality Indicator:

Pass
$
29,958,415
�� $
6,849,317
$
392,251
$
249,543
$
37,449,526
$
2,772,244
$
8,488
$
2,780,732

Special mention

269,615

52,023

753

45,634

368,025

3,424

—

3,424

Substandard

41,379

84,228

2,040

2,349

129,996

66,484

253

66,737

Doubtful

—

—

—

—

—

—

—

—

Total
$
30,269,409
$
6,985,568
$
395,044
$
297,526
$
37,947,547
$
2,842,152
$
8,741
$
2,850,893

(1)	Includes lease financing receivables, all of which were classified as Pass.

The following table summarizes the Company’s portfolio of loans held for investment by credit quality indicator at December 31, ~~2018:~~2019:

	Mortgage Loans										Other Loans
(in thousands)	Multi- Family		Commercial Real Estate		One-to- Four Family		Acquisition, Development, and Construction		Total Mortgage Loans		Commercial and Industrial⁽¹⁾		Other		Total Other Loans
Credit Quality Indicator:
Pass	$	30,903,657	$	6,902,218	$	377,883	$	158,751	$	38,342,509	$	2,960,557	$	7,850	$	2,968,407
Special mention		239,664		104,648		748		41,456		386,516		1,588		—		1,588
Substandard		15,351		75,044		1,730		389		92,514		52,233		252		52,485
Doubtful		—		—		—		—		—		—		—		—
Total	$	31,158,672	$	7,081,910	$	380,361	$	200,596	$	38,821,539	$	3,014,378	$	8,102	$	3,022,480

Mortgage Loans

Other Loans

(in thousands)

Multi-
Family

Commercial
Real Estate

One-to-
Four
Family

Acquisition,
Development,
and
Construction

Total
Mortgage
Loans

Commercial
and
Industrial
(1)

Other

Total Other
Loans

Credit Quality Indicator:

Pass
$
29,548,242
$
6,880,105
$
444,443
$
319,001
$
37,191,791
$
2,306,563
$
8,469
$
2,315,032

Special mention

312,025

90,653

—

73,964

476,642

19,751

—

19,751

Substandard

23,652

28,076

1,651

14,905

68,284

62,106

255

62,361

Doubtful

—

—

—

—

—

—

—

—

Total
$
29,883,919
$
6,998,834
$
446,094
$
407,870
$
37,736,717
$
2,388,420
$
8,724
$
2,397,144

(1)	Includes lease financing receivables, all of which were classified as Pass.

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

one-to-four

family loans are classified based on the duration of the delinquency.

~~Table~~

The following table presents, by credit quality indicator, loan class, and year of ~~Contents~~origination, the amortized cost basis of the Company’s loans and leases as of September 30, 2020.

(in thousands)	Vintage Year
Risk Rating Group	2020		2019		2018		2017		2016		Prior To 2016		Revolving Loans		Total
Pass	$	6,574,686	$	6,824,784	$	6,493,565	$	4,807,008	$	3,823,209	$	9,503,766	$	23,914	$	38,050,932
Special Mention		—		216,236		129,332		246,885		303,899		245,876		790		1,143,018
Substandard		—		—		18,410		32,746		44,819		82,606		—		178,581
Total mortgage loans	$	6,574,686	$	7,041,020	$	6,641,307	$	5,086,639	$	4,171,927	$	9,832,248	$	24,704	$	39,372,531
Pass		900,386		820,707		188,768		221,595		131,410		153,233		976,487		3,392,586
Special Mention		—		42		—		—		—		—		3,850		3,892
Substandard		3,652		8,338		3,709		13,918		1,528		2,235		26,830		60,210
Total other loans		904,038		829,087		192,477		235,513		132,938		155,468		1,007,167		3,456,688
Total	$	7,478,724	$	7,870,107	$	6,833,784	$	5,322,152	$	4,304,865	$	9,987,716	$	1,031,871	$	42,829,219

When management determines that foreclosure is probable, expected credit losses are based on the fair value of the collateral adjusted for selling costs. When the borrower is experiencing financial difficulty at the reporting date and repayment is expected to be provided substantially through the operation or sale of the collateral, the collateral-dependent practical expedient has been elected and expected credit losses are based on the fair value of the collateral at the reporting date, adjusted for selling costs as appropriate. For CRE loans, collateral properties include office buildings, warehouse/distribution buildings, shopping centers, apartment buildings, residential and commercial tract development. The primary source of repayment on these loans is expected to come from the sale, permanent financing or lease of the real property collateral. CRE loans are impacted by fluctuations in collateral values, as well as the ability of the borrower to obtain permanent financing.

The following table summarizes the extent to which collateral secures the Company’s collateral-dependent loans held for investment by collateral type as of September 30, 2020:

	Collateral Type
(in thousands)	Real Property		Other
Multi-family	$	—	$	—
Commercial real estate		27,051		—
One-to-four family		563		—
Acquisition, development, and construction		—		—
Commercial and industrial		—		34,447
Other		—		—
Total collateral-dependent loans held for investment	$	27,614	$	34,447

Other collateral primarily consists of taxi medallions, cash, accounts receivable and inventory.

There were no significant changes in the extent to which collateral secures the Company’s collateral-dependent financial assets during the three months ended September 30, 2020.

Troubled Debt Restructurings

The Company is required to account for certain loan modifications and restructurings as TDRs. In general, a modification or restructuring of a loan constitutes a TDR if the Company grants a concession to a borrower experiencing financial difficulty. A loan modified as a TDR generally is placed on

non-accrual

status until the Company determines that future collection of principal and interest is reasonably assured, which requires, among other things, that the borrower demonstrate performance according to the restructured terms for a period of at least six consecutive months.

In determining the Company’s allowance for loan and lease losses, reasonably expected TDRs are individually evaluated and consist of criticized, classified, or maturing loans that will have a modification processed within the next three months.

In an effort to proactively manage delinquent loans, the Company has selectively extended to certain borrowers concessions such as rate reductions, extension of maturity dates, and forbearance agreements. As of September 30, ~~2019,~~2020, loans on which concessions were made with respect to rate reductions and/or extension of maturity dates amounted to ~~$35.2 million;~~$26.9million; loans on which forbearance agreements were reached amounted to ~~$8.1~~$15.0 million.

The CARES Act was enacted on March 27, 2020. Under the CARES Act, the Company made the election to deem that loan modifications do not result in TDRs if they are (1) related to the novel coronavirus disease (“COVID-19”); (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the National Emergency or (B) December 31, 2020. This includes short-term (e.g., up to six months) modifications such as payment deferrals, fee waivers, extensions of repayment terms, or delays in payment that are insignificant. Borrowers considered current are those that are less than 30 days past due on their contractual payments at the time a modification program is implemented.

The following table presents information regarding the Company’s TDRs as of September 30, ~~2019~~2020 and December 31, ~~2018:~~2019:

	September 30, 2020						December 31, 2019
(in thousands)	Accruing		Non- Accrual		Total		Accruing		Non- Accrual		Total
Loan Category:
Multi-family	$	—	$	—	$	—	$	—	$	3,577	$	3,577
Commercial real estate		15,040		—		15,040		—		—		—
One-to-four family		—		563		563		—		584		584
Acquisition, development, and construction		—		—		—		389		—		389
Commercial and industrial⁽¹⁾		865		25,435		26,300		865		35,084		35,949
Other		—		—		—		—		—		—
Total	$	15,905	$	25,998	$	41,903	$	1,254	$	39,245	$	40,499

September 30, 2019

December 31, 2018

(in thousands)

Accruing

Non-Accrual

Total

Accruing

Non-Accrual

Total

Loan Category:

Multi-family
$
—
$
3,741
$
3,741
$
—
$
4,220
$
4,220

Commercial real estate

—

—

—

—

—

—

One-to-four
family

—

891

891

—

1,022

1,022

Acquisition, development, and construction

2,349

—

2,349

8,297

—

8,297

Commercial and industrial
(1)

865

35,487

36,352

865

20,477

21,342

Total
$
3,214
$
40,119
$
43,333
$
9,162
$
25,719
$
34,881

(1)	Includes ~~$27.4~~$23.0 million and ~~$20.4~~$27.3 million of taxi medallion-related loans at September 30, ~~2019~~2020 and December 31, ~~2018, respectively.~~2019, respectively

The eligibility of a borrower for

work-out

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

The financial effects of the Company’s TDRs for the three months ended September 30, ~~2019~~2020 and ~~2018~~2019 are summarized as follows:

	For the Three Months Ended September 30, 2020
							Weighted Average Interest Rate
(dollars in thousands)	Number of Loans		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Pre- Modification			Post- Modification			Charge- off Amount		Capitalized Interest
Loan Category:
Commercial and industrial		23		4,508		4,508		1.66	%		1.66	%		—		—

	For the Three Months Ended September 30, 2019
							Weighted Average Interest Rate
(dollars in thousands)	Number of Loans		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Pre- Modification			Post- Modification			Charge- off Amount		Capitalized Interest
Loan Category:
Commercial and industrial		28	$	7,366	$	7,086		2.99	%		2.82	%	$	280	$	3

For the Three Months Ended September 30, 2019

Weighted Average
Interest Rate

(dollars in thousands)

Number
of Loans

Pre-Modification

Recorded
Investment

Post-Modification

Recorded
Investment

Pre-
Modification

Post-
Modification

Charge-off

Amount

Capitalized
Interest

Loan Category:

Commercial and industrial

28
$
7,366
$
7,086

2.99
%
2.82
% $
280
$
3

For the Three Months Ended September 30, 2018

Weighted Average
Interest Rate

(dollars in thousands)

Number
of Loans

Pre-Modification

Recorded
Investment

Post-Modification
Recorded
Investment

Pre-
Modification

Post-
Modification

Charge-off

Amount

Capitalized
Interest

Loan Category:

Commercial and industrial

6
$
1,848
$
1,212

3.36
%
3.28
% $
545
$
—

~~Table of Contents~~

The financial effects of the Company’s TDRs for the nine months ended September 30, ~~2019~~2020 and ~~2018~~2019 are summarized as follows:

	For the Nine Months Ended September 30, 2020
							Weighted Average Interest Rate
(dollars in thousands)	Number of Loans		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Pre- Modification			Post- Modification			Charge- off Amount		Capitalized Interest
Loan Category:
Commercial real estate		1	$	15,119	$	15,119		8.00	%		3.50	%	$	-	$	-
Commercial and industrial		42		8,912		7,471		2.36			2.20			1,441		—
Total		43	$	24,031	$	22,590		5.91			3.08		$	1,441	$	-

	For the Nine Months Ended September 30, 2019
							Weighted Average Interest Rate
(dollars in thousands)	Number of Loans		Pre- Modification Recorded Investment		Post- Modification Recorded Investment		Pre- Modification			Post- Modification			Charge- off Amount		Capitalized Interest
Loan Category:
Commercial and industrial		58	$	30,910	$	28,179		4.48	%		4.52	%	$	2,731	$	3

For the Nine Months Ended September 30, 2019

Weighted Average
Interest Rate

(dollars in thousands)

Number
of Loans

Pre-Modification

Recorded
Investment

Post-Modification
Recorded
Investment

Pre-
Modification

Post-
Modification

Charge-off

Amount

Capitalized
Interest

Loan Category:

Commercial and industrial

58
$
30,910
$
28,179

4.48
%
4.52
% $
2,731
$
3

For the Nine Months Ended September 30, 2018

Weighted Average
Interest Rate

(dollars in thousands)

Number
of Loans

Pre-Modification

Recorded
Investment

Post-Modification

Recorded
Investment

Pre-
Modification

Post-
Modification

Charge-off

Amount

Capitalized
Interest

Loan Category:

Acquisition, development, and construction

1
$
900
$
900

4.50
%
4.50
% $
—
$
—

Commercial and industrial

18

6,914

4,386

3.30

3.18

2,308

—

Total

19
$
7,814
$
5,286
$
2,308
$
—

At September 30, ~~2019,~~2020, 43 C&I ~~and~~

~~one-to-four~~

~~family~~ loans ~~totaling $505,000 that had~~in the aggregate amount of $5.7 million have been modified as ~~a TDR~~TDRs during the twelve months ended at that date, and were in payment default. At September 30, ~~2018, five~~2019, C&I and one-to-four family loans totaling in the aggregate amount of ~~$1.1 million~~$505,000 that had been modified as ~~a TDR~~TDRs during the twelve months ended at that date and were in ~~prepayment~~payment default.

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

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

Management takes into consideration all TDR modifications in determining the appropriate level of the allowance.

Note 6. Allowance for Loan and Lease Losses

~~The following tables provide additional information regarding the Company’s allowance for loan losses based upon the method of evaluating loan impairment:~~

(in thousands)

Mortgage

Other

Total

Allowances for Loan Losses at September 30, 2019:

Loans collectively evaluated for impairment
$
122,967
$
26,466
$
149,433

(in thousands)

Mortgage

Other

Total

Allowances for Loan Losses at December 31, 2018:

Loans collectively evaluated for impairment
$
130,983
$
28,837
$
159,820

~~Table of Contents~~

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

(in thousands)

Mortgage

Other

Total

Loans Receivable at September 30, 2019:

Loans individually evaluated for impairment
$
14,363
$
42,742
$
57,105

Loans collectively evaluated for impairment

37,933,184

2,808,151

40,741,335

Total
$
37,947,547
$
2,850,893
$
40,798,440

(in thousands)

Mortgage

Other

Total

Loans Receivable at December 31, 2018:

Loans individually evaluated for impairment
$
15,794
$
36,375
$
52,169

Loans collectively evaluated for impairment

37,720,923

2,360,769

40,081,692

Total
$
37,736,717
$
2,397,144
$
40,133,861

Allowance for ~~Loan~~Credit Losses

on Loans and Leases

The following table summarizes activity in the allowance for loan and lease losses for the periods indicated:

	Nine Months Ended September 30,
	2020									2019
(in thousands)	Mortgage			Other			Total			Mortgage			Other			Total
Balance, beginning of period	$	122,695		$	24,943		$	147,638		$	130,983		$	28,837		$	159,820
Impact of CECL adoption		99			1,812			1,911			—			—			—
Adjusted balance, beginning of period		122,794			26,755			149,549			130,983			28,837			159,820
Charge-offs		(2	)		(15,398	)		(15,400	)		(1,386	)		(15,010	)		(16,396	)
Recoveries		817			1,504			2,321			43			563			606
Provision for (recovery of) credit losses on loans		47,143			4,694			51,837			(6,673	)		12,076			5,403
Balance, end of period	$	170,752		$	17,555		$	188,307		$	122,967		$	26,466		$	149,433

For the Nine Months Ended September 30,

2019

2018

(in thousands)

Mortgage

Other

Total

Mortgage

Other

Total

Balance, beginning of period
$
130,983
$
28,837
$
159,820
$
128,275
$
29,771
$
158,046

Charge-offs

(1,386
)
(15,010
)
(16,396
)
(5,445
)
(9,705
)
(15,150
)
Recoveries

43

563

606

242

1,031

1,273

(Recovery of) provision for losses on loans

(6,673
)
12,076

5,403

5,744

9,742

15,486

Balance, end of period
$
122,967
$
26,466
$
149,433
$
128,816
$
30,839
$
159,655

ASU No. 2016-13 replaces the incurred loss methodology with an expected loss methodology that is referred to as the current expected credit loss (“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.

The allowance for loan and lease losses 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 principal balance outstanding, net of purchase premiums and discounts, fair value hedge accounting adjustments, and deferred fees and costs. 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 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 reverts to a historical norm based on inputs after 24 months. Historical credit experience provides the basis for the estimation of expected credit losses, with 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, we reassess the appropriateness of the economic 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 loan and lease losses is measured on a collective (pool) basis when similar risk characteristics exist. Management believes the products within each of the entity’s portfolio classes exhibit similar risk characteristics. Loans that are determined to have unique risk characteristics are evaluated on an individual basis by management. 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 macroeconomic data used in the quantitative models are based on an economic 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, we revert to a historical average loss rate. This reversion to the historical average loss rate is performed on a straight-line basis over 12 months.

The portfolio segment represents the level at which a systematic methodology is applied to estimate credit losses. Smaller pools of homogenous financing receivables with homogeneous risk characteristics were modeled using the methodology selected for the portfolio segment to which factors in the qualitative scorecard include: concentration, modeling and forecast imprecision and limitations, policy and underwriting, prepayment uncertainty, external factors, nature and volume, management, and loan review. Each factor is subject to an evaluation of metrics, consistently applied, to measure adjustments needed for each reporting period.

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.

The Company maintains an allowance for credit losses on off-balance sheet credit exposures. At September 30, 2020 and December 31, 2019, the allowance for credit losses on off-balance sheet credit exposures was $12.3 million and $461,000, respectively. Included in the September 30, 2020 amount was a $12.5 million adjustment related to the adoption of CECL. We estimate 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.

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

The following table presents additional information about the Company’s ~~impaired~~nonaccrual loans at September 30, ~~2019:~~2020:

(in thousands)	Recorded Investment		Related Allowance		Interest Income Recognized
Nonaccrual loans with no related allowance:
Multi-family	$	—	$	—	$	—
Commercial real estate		12,006		-		-
One-to-four family		563		-		16
Acquisition, development, and construction		-		-		-
Other		26,613		-		676
Total nonaccrual loans with no related allowance	$	39,182	$	—	$	692
Nonaccrual loans with an allowance recorded:
Multi-family	$	4,068	$	444	$	28
Commercial real estate		667		53		27
One-to-four family		1,143		199		10
Acquisition, development, and construction		-		-		-
Other		291		20		10
Total nonaccrual loans with an allowance recorded	$	6,169	$	716	$	75
Total nonaccrual loans:
Multi-family	$	4,068	$	444	$	28
Commercial real estate		12,673		53		27
One-to-four family		1,706		199		26
Acquisition, development, and construction		-		-		-
Other		26,904		20		686
Total nonaccrual loans	$	45,351	$	716	$	767

(in thousands)

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Average
Recorded
Investment

Interest
Income
Recognized

Impaired loans with no related allowance:

Multi-family
$
5,793
$
9,375
$
—
$
4,590
$
317

Commercial real estate

5,330

10,445

—

3,280

83

One-to-four
family

891

909

—

887

20

Acquisition, development, and construction

2,349

3,249

—

4,548

324

Other

42,742

120,414

—

40,241

2,365

Total impaired loans with no related allowance
$
57,105
$
144,392
$
—
$
53,546
$
3,109

Impaired loans with an allowance recorded:

Multi-family
$
—
$
—
$
—
$
—
$
—

Commercial real estate

—

—

—

—

—

One-to-four
family

—

—

—

—

—

Acquisition, development, and construction

—

—

—

—

—

Other

—

—

—

5,000

—

Total impaired loans with an allowance recorded
$
—
$
—
$
—
$
5,000
$
—

Total impaired loans:

Multi-family
$
5,793
$
9,375
$
—
$
4,590
$
317

Commercial real estate

5,330

10,445

—

3,280

83

One-to-four
family

891

909

—

887

20

Acquisition, development, and construction

2,349

3,249

—

4,548

324

Other

42,742

120,414

—

45,241

2,365

Total impaired loans
$
57,105
$
144,392
$
—
$
58,546
$
3,109

~~Table of Contents~~

The following table presents additional information about the Company’s impaired loans at December 31, ~~2018:~~2019:

(in thousands)	Recorded Investment		Unpaid Principal Balance		Related Allowance		Average Recorded Investment		Interest Income Recognized
Impaired loans with no related allowance:
Multi-family	$	3,577	$	6,790	$	—	$	4,336	$	266
Commercial real estate		14,717		19,832		—		6,140		371
One-to-four family		584		602		—		811		21
Acquisition, development, and construction		389		1,289		—		3,508		364
Other		37,669		114,636		—		39,598		2,494
Total impaired loans with no related allowance	$	56,936	$	143,149	$	—	$	54,393	$	3,516
Impaired loans with an allowance recorded:
Multi-family	$	—	$	—	$	—	$	—	$	—
Commercial real estate		—		—		—		—		—
One-to-four family		—		—		—		—		—
Acquisition, development, and construction		—		—		—		—		—
Other		1,445		4,173		116		4,111		13
Total impaired loans with an allowance recorded	$	1,445	$	4,173	$	116	$	4,111	$	13
Total impaired loans:
Multi-family	$	3,577	$	6,790	$	—	$	4,336	$	266
Commercial real estate		14,717		19,832		—		6,140		371
One-to-four family		584		602		—		811		21
Acquisition, development, and construction		389		1,289		—		3,508		364
Other		39,114		118,809		116		43,709		2,507
Total impaired loans	$	58,381	$	147,322	$	116	$	58,504	$	3,529

(in thousands)

Recorded
Investment

Unpaid
Principal
Balance

Related
Allowance

Average
Recorded
Investment

Interest
Income
Recognized

Impaired loans with no related allowance:

Multi-family
$
4,220
$
7,168
$
—
$
6,114
$
340

Commercial real estate

2,256

7,371

—

3,234

—

One-to-four
family

1,022

1,076

—

1,576

26

Acquisition, development, and construction

8,296

9,197

—

9,238

590

Other

36,375

101,701

—

42,984

3,057

Total impaired loans with no related allowance
$
52,169
$
126,513
$
—
$
63,146
$
4,013

Impaired loans with an allowance recorded:

Multi-family
$
—
$
—
$
—
$
—
$
—

Commercial real estate

—

—

—

—

—

One-to-four
family

—

—

—

—

—

Acquisition, development, and construction

—

—

—

—

—

Other

—

—

—

20

—

Total impaired loans with an allowance recorded
$
—
$
—
$
—
$
20
$
—

Total impaired loans:

Multi-family
$
4,220
$
7,168
$
—
$
6,114
$
340

Commercial real estate

2,256

7,371

—

3,234

—

One-to-four
family

1,022

1,076

—

1,576

26

Acquisition, development, and construction

8,296

9,197

—

9,238

590

Other

36,375

101,701

—

43,004

3,057

Total impaired loans
$
52,169
$
126,513
$
—
$
63,166
$
4,013

Note 7. Borrowed Funds

The following table summarizes the Company’s borrowed funds at the dates indicated:

(in thousands)	September 30, 2020		December 31, 2019
Wholesale Borrowings:
FHLB advances	$	14,227,661	$	13,102,661
Repurchase agreements		800,000		800,000
Total wholesale borrowings	$	15,027,661	$	13,902,661
Junior subordinated debentures		360,157		359,866
Subordinated notes		295,485		295,066
Total borrowed funds	$	15,683,303	$	14,557,593

(in thousands)

September 30,
2019

December 31,
2018

Wholesale Borrowings:

FHLB advances
$
12,171,661
$
13,053,661

Repurchase agreements

800,000

500,000

Total wholesale borrowings
$
12,971,661
$
13,553,661

Junior subordinated debentures

359,773

359,508

Subordinated notes

294,926

294,697

Total borrowed funds
$
13,626,360
$
14,207,866

The following table summarizes the Company’s repurchase agreements accounted for as secured borrowings at September 30, ~~2019:~~2020:

Remaining Contractual Maturity of the Agreements

(in thousands)

Overnight and

Continuous

Up to

30 Days

30–90 Days

Greater than

90 Days

GSE obligations

—

800,000

Remaining Contractual Maturity of the Agreements

(in thousands)

Overnight and
Continuous

Up to
30 Days

30–90 Days

Greater than
90 Days

GSE obligations
$
—
$
—
$
—
$
800,000

Subordinated Notes

~~On November 6, 2018, the Company issued $300.0 million aggregate principal amount of our 5.90%~~

~~Fixed-to-Floating~~

Rate Subordinated Notes due 2028 (the “Notes”). The Notes will mature on November 6, 2028. From and including the date of original issuance to, but excluding November 6, 2023, the Notes will bear interest at an initial rate of 5.90% per annum, payable semi-annually in arrears on May 6 and November 6 of each year, commencing on May 6, 2019. Unless redeemed, from and

~~Table of Contents~~

including November 6, 2023 to but excluding the Maturity Date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate plus 278 basis points, payable quarterly in arrears on February 6, May 6, August 6 and November 6 of each year, commencing on February 6, 2024.

~~Junior Subordinated Debentures~~

~~The following junior subordinated debentures were outstanding at September 30, 2019:~~

Issuer

Interest
Rate
of Capital
Securities
and
Debentures

Junior
Subordinated
Debentures
Amount
Outstanding

Capital
Securities
Amount
Outstanding

Date of
Original Issue

Stated Maturity

First Optional
Redemption Date

(dollars in thousands)

New York Community Capital Trust V
(BONUSES
SM
Units)

6.00
% $
145,847
$
139,496

Nov. 4, 2002

Nov. 1, 2051

Nov. 4, 2007
(1)
New York Community Capital Trust X

3.72

123,712

120,000

Dec. 14, 2006

Dec. 15, 2036

Dec. 15, 2011
(2)
PennFed Capital Trust III

5.37

30,928

30,000

June 2, 2003

June 15, 2033

June 15, 2008
(2)
New York Community Capital Trust XI

3.75

59,286

57,500

April 16, 2007

June 30, 2037

June 30, 2012
(2)

Total junior subordinated debentures
$
359,773
$
346,996

~~(1)~~

~~Callable subject to certain conditions as described in the prospectus filed with the SEC on November 4, 2002.~~

~~(2)~~

~~Callable from this date forward.~~

At September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Company had ~~$359.8~~$295.5 million and ~~$359.5~~$295.1million, respectively, of fixed-to-floating rate subordinated notes outstanding:

Date of Original Issue

Stated

Maturity

Interest

Rate⁽¹⁾

Original Issue

Amount

(dollars in thousands)

Nov. 6, 2018

Nov. 6, 2028

5.90

300,000

(1)

From and including the date of original issuance to, but excluding November 6, 2023, the Notes will bear interest at an initial rate of 5.90% per annum payable semi-annually. Unless redeemed, from and including November 6, 2023 to but excluding the maturity date, the interest rate will reset quarterly to an annual interest rate equal to the then-current three-month LIBOR rate plus 278 basis points payable quarterly.

Junior Subordinated Debentures

At September 30, 2020 and December 31, 2019, the Company had $360.2 million and $359.9 million, respectively, of outstanding junior subordinated deferrable interest debentures ~~(junior~~(“junior subordinated ~~debentures)~~debentures”) held by statutory business trusts (the “Trusts”) that issued guaranteed capital securities.

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

The following junior subordinated debentures were outstanding at September 30, 2020:

Issuer	Interest Rate of Capital Securities and Debentures			Junior Subordinated Debentures Amount Outstanding		Capital Securities Amount Outstanding		Date of Original Issue	Stated Maturity	First Optional Redemption Date
(dollars in thousands)
New York Community Capital Trust V (BONUSES^SM Units)		6.00	%	$	146,231	$	139,880	Nov. 4, 2002	Nov. 1, 2051	Nov. 4, 2007⁽¹⁾
New York Community Capital Trust X		1.85			123,712		120,000	Dec. 14, 2006	Dec. 15, 2036	Dec. 15, 2011 ⁽²⁾
PennFed Capital Trust III		3.50			30,928		30,000	June 2, 2003	June 15, 2033	June 15, 2008 ⁽²⁾
New York Community Capital Trust XI		1.87			59,286		57,500	April 16, 2007	June 30, 2037	June 30, 2012 ⁽²⁾
Total junior subordinated debentures				$	360,157	$	347,380

(1)	Callable subject to certain conditions as described in the prospectus filed with the SEC on November 4, 2002.

(2)	Callable from this date forward.

Note 8. Pension and Other Post-Retirement Benefits

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

For the Three Months Ended September 30,

2019

2018

(in thousands)

Pension
Benefits

Post-
Retirement
Benefits

Pension
Benefits

Post-
Retirement
Benefits

Components of net periodic expense (credit):
(1)

Interest cost
$
1,415
$
128
$
1,271
$
128

Expected return on plan assets

(3,483
)
—

(4,035
)
—

Amortization of prior-service costs

—

(62
)
—

(62
)
Amortization of net actuarial loss

2,509

31

1,795

76

Net periodic expense (credit)
$
441
$
97
$
(969
) $
142

	For the Three Months Ended September 30,
	2020						2019
(in thousands)	Pension Benefits			Post- Retirement Benefits			Pension Benefits			Post- Retirement Benefits
Components of net periodic (credit) expense: (1)
Interest cost	$	1,173		$	82		$	1,415		$	128
Expected return on plan assets		(3,876	)		-			(3,483	)		—
Amortization of prior-service costs		-			(62	)		—			(62	)
Amortization of net actuarial loss		1,831			6			2,509			31
Net periodic (credit) expense	$	(872	)	$	26		$	441		$	97

	For the Nine Months Ended September 30,
	2020						2019
(in thousands)	Pension Benefits			Post- Retirement Benefits			Pension Benefits			Post- Retirement Benefits
Components of net periodic (credit) expense: (1)
Interest cost	$	3,519		$	246		$	4,245		$	384
Expected return on plan assets		(11,628	)		—			(10,449	)		—
Amortization of prior-service costs		—			(186	)		—			(187	)
Amortization of net actuarial loss		5,493			18			7,526			93
Net periodic (credit) expense	$	(2,616	)	$	78		$	1,322		$	290

(1)	Amounts are included in G&A expense on the Consolidated Statements of Income and Comprehensive Income.

~~Table of Contents~~

For the Nine Months Ended September 30,

2019

2018

(in thousands)

Pension
Benefits

Post-
Retirement
Benefits

Pension
Benefits

Post-
Retirement
Benefits

Components of net periodic expense (credit):
(1)

Interest cost
$
4,245
$
384
$
3,814
$
384

Expected return on plan assets

(10,449
)
—

(12,106
)
—

Amortization of prior-service costs

—

(187
)
—

(186
)
Amortization of net actuarial loss

7,526

93

5,386

229

Net periodic expense (credit)
$
1,322
$
290
$
(2,906
) $
427

~~(1)~~

~~Amounts are included in G&A expense on the Consolidated Statements of Income and Comprehensive Income.~~

The Company expects to contribute ~~$1.2 million~~$947,000 to its post-retirement plan to pay premiums and claims for the fiscal year ending December 31, ~~2019.~~2020. The Company does 0t expect to make any contributions to its ~~pension~~pension plan in ~~2019.~~

2020.

Note 9. Stock-Based Compensation

At September 30, ~~2019,~~2020, the Company had a total of ~~2,498,370~~11,578,219 shares available for grants as restricted stock, options, or other forms of related ~~rights under~~rights. The Company granted 2,411,345 shares of restricted stock, with an average fair value of $11.62 per share on the ~~New York Community Bancorp, Inc. 2012 Stock Incentive Plan, which was approved by~~date of grant, during the ~~Company’s shareholders at its annual meeting of shareholders held on June 7, 2012. The~~nine months ended September 30, 2020. During the nine months ended September 30, 2019, the Company granted 2,022,198 shares of restricted stock, with an average fair value of $10.44 per share.

The shares of restricted stock that were granted during the nine months ended September 30, ~~2019. The shares had an average fair value of $10.44 per share on the date of grant~~2020 and 2019, vest over a ~~vesting period of~~three or five ~~years. The nine-month amount includes 81,400 shares that were granted in the third quarter with an average fair value of $10.78 per share on the date of grant.~~year period. Compensation and benefits expense related to the restricted stock grants is recognized on a straight-line basis over the vesting period and totaled $22.8 million and $23.2 million, ~~and $28.1 million,~~ respectively, infor the nine months ended September 30, 2020 and 2019, including $7.5 million and ~~2018, including~~ $7.7

~~mill~~

~~ion~~

~~and $9.4~~ million infor the three months ended at those dates.

The following table provides a summary of activity with regard to restricted stock awards in the nine months ended September 30, ~~2019:~~2020:

	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,516,101		$	13.31
Granted		2,411,345			11.62
Vested		(2,171,891	)		14.06
Canceled		(151,345	)		12.45
Unvested at end of period		6,604,210			12.47

Number of Shares

Weighted Average
Grant Date
Fair Value

Unvested at beginning of year

6,904,388
$
14.74

Granted

2,022,198

10.44

Vested

(2,189,635
)
15.19

Canceled

(197,470
)
12.88

Unvested at end of period

6,539,481

13.32

As of September 30, ~~2019,~~2020, unrecognized compensation cost relating to unvested restricted stock totaled ~~$71.6~~$69.5 million. This amount will be recognized over a remaining weighted average period of 2.9 years.

In addition, the Company has granted a total of 864,855 Performance-Based Restricted Stock Units (“PSUs”). Included in this total are 446,181 shares granted during the nine months ended September 30, ~~2019,~~2020, which have a performance period of January 1, 2020 to December 31, 2022 and vest on April 1, 2023, subject to adjustment or forfeiture, based upon the achievement by the Company of certain performance standards The Company granted 418,674 ~~Performance-Based Restricted Stock Units (“PSUs”). The~~ PSUs during 2019, which have a performance period of January 1, 2019 to December 31, 2021 and vest on April 1, 2022, subject to adjustment or forfeiture, based upon the achievement by the Company of certain performance standards. Compensation and benefits expense related to PSUs is recognized using the fair value as of the date the units were approved, on a straight-line basis over the vesting period and totaled $863,000 and $1.8 million for the three and nine months ended September 30, 2020, respectively, and $411,000 and $689,000 for the three and nine months ended September 30, 2019, respectively. As of September 30, ~~2019,~~2020, the Company believes it is probable that the performance conditions will be met.

During the first quarter of 2020, the Company began to match employee 401(k) plan contributions. Such expense totaled $1.5 million and $4.5 million for the three and nine months ended September 30, 2020, respectively.

Note 10. Fair Value Measurements

GAAP sets forth a definition of fair value, establishes a consistent framework for measuring ~~~~fair value, and requires disclosure for each major asset and liability category measured at fair value on either a recurring or

non-recurring

basis. GAAP also clarifies that fair value is an “exit” price, representing the amount that would be received when selling an asset, or paid when transferring a liability, in an orderly transaction between market participants. Fair value is thus a market-based measurement that should be determined based on assumptions that market participants would use in pricing an asset or liability. As a basis for considering such assumptions, GAAP establishes a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value as follows:

•

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

•

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

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

•

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

~~Table of Contents~~

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

The following tables present assets and liabilities that were measured at fair value on a recurring basis as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, and that were included in the Company’s Consolidated Statements of Condition at those dates:

Fair Value Measurements at September 30, 2019

(in thousands)

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Netting
Adjustments

Total
Fair Value

Assets:

Mortgage-related Debt Securities Available for Sale:

GSE certificates
$
—
$
1,572,905
$
—
$
—
$
1,572,905

GSE CMOs

—

1,768,774

—

—

1,768,774

Total mortgage-related debt securities
$
—
$
3,341,679
$
—
$
—
$
3,341,679

Other Debt Securities Available for Sale:

U. S. Treasury obligations
$
29,769
$
—
$
—
$
—
$
29,769

GSE debentures

—

1,142,463

—

—

1,142,463

Asset-backed securities

—

378,256

—

—

378,256

Municipal bonds

—

27,557

—

—

27,557

Corporate bonds

—

840,014

—

—

840,014

Capital trust notes

—

94,830

—

—

94,830

Total other debt securities
$
29,769
$
2,483,120
$
—
$
—
$
2,512,889

Total debt securities available for sale
$
29,769
$
5,824,799
$
—
$
—
$
5,854,568

Equity securities:

Preferred stock
$
15,373
$
—
$
—
$
—
$
15,373

Mutual funds and common stock

—

17,488

—

—

17,488

Total equity securities
$
15,373
$
17,488
$
—
$
—
$
32,861

Total securities
$
45,142
$
5,842,287
$
—
$
—
$
5,887,429

	Fair Value Measurements at September 30, 2020
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)			Significant Unobservable Inputs (Level 3)		Netting Adjustments		Total Fair Value
Assets:
Mortgage-Related Debt Securities Available for Sale:
GSE certificates	$	—	$	1,218,331		$	—	$	—	$	1,218,331
GSE CMOs		—		1,434,665			—		—		1,434,665
Total mortgage-related debt securities	$	—	$	2,652,996	��	$	—	$	—	$	2,652,996
Other Debt Securities Available for Sale:
U. S. Treasury obligations	$	61,984	$	—		$	—	$	—	$	61,984
GSE debentures		—		993,965			—		—		993,965
Asset-backed securities		—		532,253			—		—		532,253
Municipal bonds		—		26,857			—		—		26,857
Corporate bonds		—		876,798			—		—		876,798
Capital trust notes		—		88,891			—		—		88,891
Total other debt securities	$	61,984	$	2,518,764		$	—	$	—	$	2,580,748
Total debt securities available for sale	$	61,984	$	5,171,760		$	—	$	—	$	5,233,744
Equity securities:
Preferred stock	$	15,291	$	—		$	—	$	—	$	15,291
Mutual funds		—		16,157			—		—		16,157
Total equity securities	$	15,291	$	16,157		$	—	$	—	$	31,448
Total securities	$	77,275	$	5,187,917		$	—	$	—	$	5,265,192

	Fair Value Measurements at December 31, 2019
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Netting Adjustments		Total Fair Value
Assets:
Mortgage-Related Debt Securities Available for Sale:
GSE certificates	$	—	$	1,552,623	$	—	$	—	$	1,552,623
GSE CMOs		—		1,801,112		—		—		1,801,112
Total mortgage-related debt securities	$	—	$	3,353,735	$	—	$	—	$	3,353,735
Other Debt Securities Available for Sale:
U.S. Treasury obligations	$	41,839	$	—	$	—	$	—	$	41,839
GSE debentures		—		1,094,240		—		—		1,094,240
Asset-backed securities		—		373,254		—		—		373,254
Municipal bonds		—		26,892		—		—		26,892
Corporate bonds		—		867,182		—		—		867,182
Capital trust notes		—		95,915		—		—		95,915
Total other debt securities	$	41,839	$	2,457,483	$	—	$	—	$	2,499,322
Total debt securities available for sale	$	41,839	$	5,811,218	$	—	$	—	$	5,853,057
Equity securities:
Preferred stock	$	15,414	$	—	$	—	$	—	$	15,414
Mutual funds and common stock		—		17,416		—		—		17,416
Total equity securities	$	15,414	$	17,416	$	—	$	—	$	32,830
Total securities	$	57,253	$	5,828,634	$	—	$	—	$	5,885,887

~~Table of Contents~~

Fair Value Measurements at December 31, 2018

(in thousands)

Quoted Prices
in Active
Markets for
Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Netting
Adjustments

Total
Fair Value

Assets:

Mortgage-related Debt Securities Available for Sale:

GSE certificates
$
—
$
1,707,521
$
—
$
—
$
1,707,521

GSE CMOs

—

1,252,761

—

—

1,252,761

Total mortgage-related debt securities
$
—
$
2,960,282
$
—
$
—
$
2,960,282

Other Debt Securities Available for Sale:

GSE debentures
$
—
$
1,328,927
$
—
$
—
$
1,328,927

Asset-backed securities

—

387,122

—

—

387,122

Municipal bonds

—

66,183

—

—

66,183

Corporate bonds

—

821,715

—

—

821,715

Capital trust notes

—

49,291

—

—

49,291

Total other debt securities
$
—
$
2,653,238
$
—
$
—
$
2,653,238

Total debt securities available for sale
$
—
$
5,613,520
$
—
$
—
$
5,613,520

Equity securities:

Preferred stock
$
13,846
$
—
$
—
$
—
$
13,846

Mutual funds and common stock

—

16,705

—

—

16,705

Total equity securities
$
13,846
$
16,705
$
—
$
—
$
30,551

Total securities
$
13,846
$
5,630,225
$
—
$
—
$
5,644,071

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

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

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

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

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

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

~~Table of Contents~~

Assets Measured at Fair Value on a

Non-Recurring

Basis

Certain assets are measured at fair value on a non-recurring basis. Such instruments are subject to fair value adjustments under certain circumstances (e.g., when there is evidence of impairment). The following tables present assets and liabilities that were measured at fair value on a non-recurring basis as of September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, and that were included in the Company’s Consolidated Statements of Condition at those dates:

	Fair Value Measurements at September 30, 2020 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans ⁽¹⁾	$	—	$	—	$	33,324	$	33,324
Other assets⁽²⁾		—		—		4,162		4,162
Total	$	—	$	—	$	37,486	$	37,486

Fair Value Measurements at September 30, 2019 Using

(in thousands)

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Total Fair
Value

Certain impaired loans
(1)
$
—
$
—
$
35,697
$
35,697

Other assets
(2)

—

—

—

—

Total
$
—
$
—
$
35,697
$
35,697

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

(2)

Represents the fair value of repossessed assets, based on the appraised value of the collateral subsequent to its initial classification as repossessed assets and equity securities without readily determinable fair values. These equity securities are classified as Level 3 due to the infrequency of the observable prices and/or the restrictions on the shares.

	Fair Value Measurements at December 31, 2019 Using
(in thousands)	Quoted Prices in Active Markets for Identical Assets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)		Total Fair Value
Certain impaired loans ⁽¹⁾	$	—	$	—	$	42,767	$	42,767
Other assets ⁽²⁾		—		—		1,481		1,481
Total	$	—	$	—	$	44,248	$	44,248

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

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

Fair Value Measurements at December 31, 2018 Using

(in thousands)

Quoted Prices in
Active Markets for
Identical Assets
(Level 1)

Significant Other
Observable Inputs
(Level 2)

Significant
Unobservable Inputs
(Level 3)

Total Fair
Value

Certain impaired loans
(1)
$
—
$
—
$
38,213
$
38,213

Other assets
(2)

—

—

1,265

1,265

Total
$
—
$
—
$
39,478
$
39,478

~~(1)~~

~~Represents the fair value of impaired loans, based on the value of the collateral.~~

~~(2)~~

~~Represents the fair value of repossessed assets, based on the appraised value of the collateral subsequent to its initial classification as repossessed assets.~~

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

Other Fair Value Disclosures

For the disclosure of fair value information about the Company’s

on-

and

off-balance

sheet financial instruments, when available, quoted market prices are used as the measure of fair value. In cases where quoted market prices are not available, fair values are based on present-value estimates or other valuation techniques. Such fair values are significantly affected by the assumptions used, the timing of future cash flows, and the discount rate.

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

The following tables summarize the carrying values, estimated fair values, and fair value measurement levels of financial instruments that were not carried at fair value on the Company’s Consolidated Statements of Condition at September 30, ~~2019~~2020 and December 31, ~~2018:~~2019:

	September 30, 2020
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	1,458,641	$	1,458,641	$	1,458,641			$	—			$	—
FHLB stock ⁽¹⁾		697,483		697,483		—				697,483				—
Loans, net		42,758,184		42,351,344		—				—				42,351,344
Financial Liabilities:
Deposits	$	31,704,941	$	31,748,169	$	20,714,861	⁽²	⁾	$	11,033,308	⁽³	⁾	$	—
Borrowed funds		15,683,303		16,447,187		—				16,447,187				—

September 30, 2019

Fair Value Measurement Using

(in thousands)

Carrying
Value

Estimated
Fair Value

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Financial Assets:

Cash and cash equivalents
$
854,678
$
854,678
$
854,678
$
—
$
—

FHLB stock
(1)

606,371

606,371

—

606,371

—

Loans and leases, net

40,694,787

40,608,048

—

—

40,608,048

Financial Liabilities:

Deposits
$
31,572,176
$
31,633,111
$
17,308,005
(2) $
14,325,106
(3) $
—

Borrowed funds

13,626,360

14,088,303

—

14,088,303

—

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

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

(3)	Certificates of deposit.

	December 31, 2019
					Fair Value Measurement Using
(in thousands)	Carrying Value		Estimated Fair Value		Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Unobservable Inputs (Level 3)
Financial Assets:
Cash and cash equivalents	$	741,870	$	741,870	$	741,870			$	—			$	—
FHLB stock ⁽¹⁾		647,562		647,562		—				647,562				—
Loans, net		41,746,517		41,699,929		—			$	—				41,699,929
Financial Liabilities:
Deposits	$	31,657,132	$	31,713,945	$	17,442,274	⁽²	⁾	$	14,271,671	⁽³	⁾	$	—
Borrowed funds		14,557,593		14,882,776		—				14,882,776				—

~~Table of Contents~~

December 31, 2018

Fair Value Measurement Using

(in thousands)

Carrying
Value

Estimated
Fair Value

Quoted Prices in
Active Markets
for Identical
Assets
(Level 1)

Significant
Other
Observable
Inputs
(Level 2)

Significant
Unobservable
Inputs
(Level 3)

Financial Assets:

Cash and cash equivalents
$
1,474,955
$
1,474,955
$
1,474,955
$
—
$
—

FHLB stock
(1)

644,590

644,590

—

644,590

—

Loans and leases, net

40,006,088

39,461,985

—

—

39,461,985

Financial Liabilities:

Deposits
$
30,764,430
$
30,748,729
$
18,570,108
(2) $
12,178,621
(3) $
—

Borrowed funds

14,207,866

14,136,526

—

14,136,526

—

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

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

(3)	Certificates of deposit.

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

Cash and Cash Equivalents

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

Securities

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

Federal Home Loan Bank Stock

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

Loans

The Company discloses the fair value of loans measured at amortized cost using an exit price notion. The Company determined the fair value on substantially all of its loans for disclosure purposes, on an individual loan basis. The discount rates reflect current market rates for loans with similar terms to borrowers having similar credit quality on an exit price basis. The estimated fair values of

non-performing

mortgage and other loans are based on recent collateral appraisals. For those loans where a discounted cash flow technique was not considered reliable, the Company used a quoted market price for each individual loan.

Deposits

The fair values of deposit liabilities with no stated maturity (i.e., interest-bearing checking and money market accounts, savings accounts, and

non-interest-bearing

accounts) are equal to the carrying amounts payable on demand. The fair values of CDs represent contractual cash flows, discounted using interest rates currently offered on deposits with similar characteristics and remaining maturities. These estimated fair values do not include the intangible value of core deposit relationships, which comprise a significant portion of the Company’s deposit base.

~~Table of Contents~~

Borrowed Funds

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

Off-Balance

Sheet Financial Instruments

The fair values of commitments to extend credit and unadvanced lines of credit are estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions, considering the remaining terms of the commitments and the creditworthiness of the potential borrowers. The estimated fair values of such

off-balance

sheet financial instruments were insignificant at September 30, ~~2019~~2020 and December 31, ~~2018.~~

2019.

Note 11. Leases

Lessor Arrangements

The Company is a lessor in the equipment finance business where it has executed direct financing leases (“lease finance receivables”). The Company produces lease finance receivables through a specialty finance 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. Lease finance receivables are carried at the aggregate of lease payments receivable plus the estimated residual value of the leased assets and any initial direct costs incurred to originate these leases, less unearned income, which is accreted to interest income over the lease term using the interest method.

The standard leases are typically repayable on a level monthly basis with terms ranging from 24 to 120 months. At the end of the lease term, the lessee usually has the option to return the equipment, to renew the lease or purchase the equipment at the then fair market value (“FMV”) price. For leases with a FMV renewal/purchase option, the relevant residual value assumptions are based on the estimated value of the leased asset at the end of lease term, including evaluation of key factors, such as, the estimated remaining useful life of the leased asset, its historical secondary market value including history of the lessee executing the FMV option, overall credit evaluation and return provisions. The Company acquires the leased asset at fair market value and ~~provide~~provides funding to the respective lessee at acquisition cost, less any volume or trade discounts, as applicable. Therefore, there is generally no selling profit or loss to recognize or defer at inception of a lease.

The residual value component of a lease financing receivable represents the estimated fair value of the leased equipment at the end of the lease term. In establishing residual value estimates, the Company may rely on industry data, historical experience, and independent appraisals and, where appropriate, information regarding product life cycle, product upgrades and competing products. Upon expiration of a lease, residual assets are remarketed, resulting in an extension of the lease by the lessee, a lease to a new customer or purchase of the residual asset by the lessee or another party. Impairment of residual values arises if the expected fair value is less than the carrying amount. The Company assesses its net investment in lease financing receivables (including residual values) for impairment on an annual basis with any impairment losses recognized in accordance with the impairment guidance for financial instruments. As such, net investment in lease financing receivables may be reduced by an allowance for credit losses with changes recognized as provision expense. On certain lease financings, the Company obtains residual value insurance from third parties to manage and reduce the risk associated with the residual value of the leased assets. ~~The~~At September 30, 2020 and December 31, 2019, the carrying value of residual assets with third-party residual value insurance for at least a portion of the asset value was ~~$70.5 million.~~

$69.6 million and $70.1 million, respectively.

The Company uses the interest rate implicit in the lease to determine the present value of its lease financing receivables.

The components of lease income were as follows:

(in thousands)

For the

Three

Months

ended

September 30,

2020

For the Nine

Months

Ended

September 30,

2020

For the

Three

Months

ended

September 30,

2019

For the Nine

Months

Ended

September 30,

2019

Interest income on lease financing ⁽¹⁾

13,434

38,960

10,149

27,358

(in thousands)

For the Three
Months Ended
September 30, 2019

For the Nine
Months Ended
September 30, 2019

Interest income on lease financing
(1)
$
10,149
$
27,358

(1)	Included in Interest Income – ~~Mortgage and other loans~~Loans and leases in the Consolidated Statements of Income and Comprehensive Income.

~~Table of Contents~~

At September 30, 2020 and December 31, 2019, the carrying value of net investment in leases was ~~$1.1~~$1.9 billion and $1.4 billion. The components of net investment in direct financing leases, including the carrying amount of the lease receivables, as well as the unguaranteed residual asset were as follows:

(in thousands)	September 30, 2020		December 31, 2019
Net investment in the lease - lease payments receivable	$	1,810,625	$	1,302,760
Net investment in the lease - unguaranteed residual assets		81,713		74,064
Total lease payments	$	1,892,338	$	1,376,824

(in thousands)

September 30, 2019

Net investment in the lease- lease payments receivable
$
1,077,574

Net investment in the lease- unguaranteed residual assets

68,826

Total lease payments
$
1,146,400

The following table presents the remaining maturity analysis of the undiscounted lease receivables as of September 30, ~~2019,~~2020, as well as the reconciliation to the total amount of receivables recognized in the Consolidated Statements of Condition:

(in thousands)	September 30, 2020
2020	$	1,887
2021		53,084
2022		210,926
2023		273,099
2024		119,165
Thereafter		1,234,177
Total lease payments		1,892,338
Plus: deferred origination costs		32,291
Less: unearned income		(121,171	)
Total lease finance receivables, net	$	1,803,458

(in thousands)

September 30, 2019

2019
$
660

2020

55,811

2021

180,936

2022

194,564

2023

75,000

Thereafter

639,429

Total lease payments

1,146,400

Plus: deferred origination costs

19,781

Less: unearned income

(88,329
)

Total lease finance receivables, net
$
1,077,852

Lessee Arrangements

The Company determines if an arrangement is a lease at inception. Operating leases are included in operating lease

right-of-use

assets and operating lease liabilities in the Consolidated Statements of Condition.

ROU assets represent the Company’s right to use an underlying asset for the lease term and lease liabilities represent the obligation to make lease payments arising from the lease. Operating lease ROU assets and liabilities are recognized at commencement date based on the present value of lease payments over the lease term. As most leases do not provide an implicit rate, the incremental borrowing rate (FHLB borrowing rate) is used based on the information available at adoption date in determining the present value of lease payments. The implicit rate is used when readily determinable. The operating lease ROU asset is measured at cost, which includes the initial measurement of the lease liability, prepaid rent and initial direct costs incurred by the Company, less incentives received. The lease terms include options to extend the lease when it is reasonably certain that we will exercise that option. For the vast majority of the Company’s leases, we are reasonably certain we will exercise our options to renew to the end of all renewal option periods. As such, substantially all of our future options to extend the leases have been included in the lease liability and ROU assets.

Variable costs such as the proportionate share of actual costs for utilities, common area maintenance, property taxes and insurance are not included in the lease liability and are recognized in the period in which they are incurred. Amortization of the ROU assets was ~~$7.5~~$15.4 million and $23.8 million for the ~~three and~~ nine months ended September 30, 2020 and September 30, 2019, respectively. Included in these amounts was $6.8 million and $7.5 million for the three months ended September 30, 2020 and September 30, 2019, respectively. Included in the nine ~~month period amount is~~months ended September 30, 2019, was $11.7 million that was due to the closing of certain locations.

The Company has operating leases for corporate offices, branch locations, and certain equipment. The Company’s leases have remaining lease terms of

one year

to approximately 25 years, the vast majority of which include one or more options to extend the leases for up to five years resulting in lease terms up to 40 years.

During the three months ended September 30, 2019, the Company entered into a sale-lease back transaction with an unrelated third party with a lease term of 20 years (including renewal options). The sale of the branch property in Florida resulted in a gain of

~~$7.9~~

~~million, which is included in “Other income” in the Consolidated Statements of Income and Comprehensive Income for the three and nine months ended September 30, 2019.~~

~~Table of Contents~~

The components of lease expense were as follows:

(in thousands)	For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2020			For the Three Months Ended September 30, 2019			For the Nine Months Ended September 30, 2019
Operating lease cost	$	6,766		$	15,955		$	7,193		$	21,751
Sublease income		(32	)		(54	)		(18	)		(83	)
Total lease cost	$	6,734		$	15,901		$	7,175		$	21,668

(in thousands)

For the Three
Months Ended
September 30,
2019

For the Nine
Months Ended
September 30,
2019

Components of Lease Expense:

Operating lease cost
$
7,193
$
21,751

Sublease income

(18
)
(83
)

Total lease cost
$
7,175
$
21,668

Supplemental cash flow information related to the leases for the following ~~period:~~periods:

(in thousands)

For the

Three

Months

Ended

September 30,

2020

For the Nine

Months

Ended

September 30,

2020

For the

Three

Months

Ended

September 30,

2019

For the Nine

Months

Ended

September 30,

2019

Cash paid for amounts included in the measurement

of lease liabilities:

Operating cash flows from operating leases

6,766

15,955

7,193

21,751

(in thousands)

For the Three
Months Ended
September 30,
2019

For the Nine
Months Ended
September 30,
2019

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases
$
7,193
$
21,751

Supplemental balance sheet information related to the leases for the following ~~period:~~periods:

(in thousands, except lease term and discount rate)	September 30, 2020			December 31, 2019
Operating Leases:
Operating lease right-of-use assets		271,515		$	286,194
Operating lease liabilities		271,499			285,991
Weighted average remaining lease term	17 years			17 years
Weighted average discount rate%		3.18	%		3.23	%

Maturities of lease liabilities:	September 30, 2020
(in thousands)
2020	$	6,771
2021		27,050
2022		26,283
2023		25,867
2024		25,276
Thereafter		248,348
Total lease payments		359,595
Less: imputed interest		(88,096	)
Total present value of lease liabilities	$	271,499

(in thousands, except lease term and discount rate)

September 30, 2019

Operating Leases:

Operating lease
right-of-use
assets
$
300,955

Operating lease liabilities

300,610

Weighted average remaining lease term

17

years

Weighted average discount rate

3.24
%

~~Maturities of lease liabilities:~~

Maturities of lease liabilities:

(in thousands)

September 30, 2019

2019
$
7,178

2020

28,373

2021

27,723

2022

26,885

2023

26,448

Thereafter

286,225

Total lease payments

402,832

Less: imputed interest

(102,222
)

Total present value of lease liabilities
$
300,610

~~As previously disclosed in the Company’s 2018 Form~~

~~10-K,~~

~~under the prior guidance of ASC 840, at December 31, 2018, the Company was obligated under various~~

~~non-cancelable~~

operating lease and license agreements with renewal options on properties used primarily for branch operations. The agreements contain periodic escalation clauses that provide for increases in the annual rents, commencing at various times during the lives of the agreements, which are primarily based on increases in real estate taxes and

~~cost-of-living~~

~~indices. The remaining projected minimum annual rental commitments under these agreements, exclusive of taxes and other charges, are summarized as follows:~~

(in thousands)

2019
$
30,322

2020

23,399

2021

19,736

2022

16,552

2023 and thereafter

55,525

Total minimum future rentals
$
145,534

~~Table of Contents~~

Note 12. Derivative and Hedging Activities

The Company’s derivative financial instruments consist of interest rate swaps. The Company is exposed to certain risks arising from both its business operations and economic conditions. The Company principally manages its exposure to a wide variety of business and operational risks through management of its core business activities. The Company manages economic risks, including interest rate and liquidity risks, primarily by managing the amount, sources, and duration of its assets and liabilities and, from time to time, the use of derivative financial instruments. Specifically, the Company enters into derivative financial instruments to manage exposures that arise from business activities that result in the payment of future known and uncertain cash amounts, the value of which are determined by interest rates. ~~The Company’s derivative financial instruments~~

Title VII of the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) requires all standardized derivatives, including most interest rate swaps, to be submitted for clearing to central counterparties to reduce counterparty risk. Two of the central counterparties are ~~used to manage differences in~~ the ~~amount, timing,~~Chicago Mercantile Exchange (“CME”) and ~~duration~~the London Clearing House (“LCH”). As of September 30, 2020, all of the Company’s ~~known or expected cash receipts~~$4.3 billion notional derivative contracts were cleared on the LCH. Daily variation margin payments on derivatives cleared through the LCH are accounted for as legal settlement. For derivatives cleared through LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and ~~its known or expected cash payments principally related~~not collateral against the fair value of the derivative, which includes accrued interest; therefore, those interest rate and derivative contracts the Company clears through the LCH are reported at a fair value of approximately zero at September 30, 2020.

The Company’s exposure is limited to the ~~Company’s pools~~value of ~~fixed-rate assets.~~

the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At September 30, 2020, the Company had a net negative exposure.

Fair Value of Hedges of Interest Rate Risk

The Company is exposed to changes in the fair value of certain of its fixed-rate assets due to changes in benchmark interest rates. The Company uses interest rate swaps to manage its exposure to changes in fair value on these instruments attributable to changes in the designated benchmark interest rate. Interest rate swaps designated as fair value hedges involve the payment of fixed-rate amounts to a counterparty in exchange for the Company receiving variable-rate payments over the life of the agreements without the exchange of the underlying notional amount. Such derivatives were used to hedge the changes in fair value of certain of its pools of prepayable fixed rate assets. For derivatives designated and that qualify as fair value hedges, the gain or loss on the derivative as well as the offsetting loss or gain on the hedged item attributable to the hedged risk are recognized in interest income.

~~In the first quarter of 2019, the~~

The Company has entered into an interest rate swap with a notional amount of $

~~2.0~~

$2.0 billion to hedge certain real estate loans. For the three and nine months ended September 30, 2020, the floating rate received related to the net settlement of this interest rate swap was less than the fixed rate payments. As such, interest income from Loans and Leases in the accompanying Consolidated Statements of Income and Comprehensive Income was decreased by $11.0 and $22.9 million for the three and nine months ended September 30, 2020, respectively. For the three and nine months ended September 30, 2019, the floating rate received related to the net settlement of this interest rate swap was

~~less than~~

in excess of the fixed rate payments. As such, interest income from Mortgage and Other Loans and Leases in the accompanying Consolidated Statements of Income and Comprehensive Income was decreased by $1.1 millionand ~~$684,000~~ 684,000for the three and nine months ended September 30, 2019, respectively.

As of September 30, ~~2019,~~2020, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value ~~hedges. The Company did not have any derivative instruments at December 31, 2018:~~hedges:

(in thousands)

September 30, 2020

Line Item in the Consolidated Statements of Condition in which the Hedge Item is Included

Carrying

Amount of

the Hedged

Assets

Cumulative

Amount of

Fair Value

Hedging

Adjustments

Included in

the Carrying

Amount of

the Hedged

Assets

Total loans and leases, net⁽¹⁾

2,071,316

71,316

(in thousands)

September 30, 2019

Line Item in the Consolidated Statements of Condition
in which the Hedge Item is Included

Carrying Amount of
the Hedged Assets

Cumulative Amount of Fair
Value Hedging
Adjustments Included in
the Carrying Amount of the
Hedged Assets

Total loans and leases, net
(1)
$
2,048,338
$
48,338

(1)

These amounts include the amortized cost basis of closed portfolios used to ~~designated~~designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At September 30, 2020, the amortized cost basis of the closed portfolios used in these hedging relationships was $3.9 billion; the cumulative basis adjustments associated with these hedging relationships was $71.3 million; and the amount of the designated hedged items was $2.0 billion.

As of December 31, 2019, the following amounts were recorded on the balance sheet related to cumulative basis adjustment for fair value hedges:

(in thousands)

December 31, 2019

Line Item in the Consolidated Statements of Condition in which the Hedge Item is Included

Carrying

Amount of

the Hedged

Assets

Cumulative

Amount of

Fair Value

Hedging

Adjustments

Included in

the Carrying

Amount of

the Hedged

Assets

Total loans and leases, net ⁽¹⁾

2,053,483

53,483

(1)

These amounts include the amortized cost basis of closed portfolios used to designate hedging relationships in which the hedged item is the last layer expected to be remaining at the end of the hedging relationship. At December 31, 2019, the amortized cost basis of the closed portfolios used in these hedging relationships was ~~$4.6~~$4.5 billion; the cumulative basis adjustments associated with these hedging relationships was ~~$48.3~~$53.5 million; and the amount of the designated hedged items was $2.0 billion.

The following table sets forth information regarding the Company’s derivative financial instruments at September 30, ~~2019. The Company had 0 derivative financial instruments at~~2020 and December 31, ~~2018.~~2019:

	Notional Amount		Other Assets		Other Liabilities
Derivatives designated as fair value hedging instruments:
Interest rate swap	$	2,000,000	$	—	$	—
Total derivatives designated as fair value hedging instruments	$	2,000,000	$	—	$	—

September 30, 2019

(in thousands)

Notional
Amount

Fair Value

Other
Assets

Other
Liabilities

Derivatives designated as hedging instruments:

Interest rate swap
$
2,000,000
$
—
$
—

Total derivatives designated as hedging instruments
$
2,000,000
$
—
$
—

~~Table of Contents~~

Clearing House (“LCH”). As of September 30, 2019, all of the Company’s $2.0 billion notional derivative contracts were cleared on the LCH. Variation margin payments on derivatives cleared through the LCH are accounted for as legal settlement. For derivatives cleared through LCH, the net gain (loss) position includes the variation margin amounts as settlement of the derivative and 0t collateral against the fair value of the derivative

~~which includes accrued interest.~~

The Company’s exposure is limited to the value of the derivative contracts in a gain position less any collateral held and plus any collateral posted. When there is a net negative exposure, we consider our exposure to the counterparty to be zero. At September 30, 2019, the Company had a net negative exposure.

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

(in thousands)	For the Three Months Ended September 30, 2020			For the Nine Months Ended September 30, 2020			For the Three Months Ended September 30, 2019			For the Nine Months Ended September 30, 2019
Derivative – interest rate swap:
Interest income	$	(23,953	)	$	17,833		$	10,016		$	(48,338	)
Hedged item – loans:
Interest income	$	23,953		$	(17,833	)	$	(10,016	)	$	48,338

Cash Flow Hedges of Interest Rate Risk

The Company’s objectives in using interest rate derivatives are to add stability to interest expense and to manage its exposure to interest rate movements. Interest rate swaps designated as cash flow hedges involve the receipt of amounts subject to variability caused by changes in interest rates from a counterparty in exchange for the Company ~~had no derivative financial instruments outstanding during 2018:~~

(in thousands)

For the Three
Months Ended
September 30, 2019

For the Nine
Months Ended
September 30, 2019

Derivative – interest rate swap:

Interest income
$
10,016
$
(48,338
)
Hedged item – loans:

Interest income
$
(10,016
) $
48,338

~~Note 13. Impact of Recent Accounting Pronouncements~~

~~Recently Adopted Accounting Standards~~

~~The Company adopted ASU No.~~

~~2018-16,~~

~~Derivatives and Hedging (Topic 815)—Inclusion~~making fixed-rate payments over the life of the Secured Overnight Financing Rate (SOFR) Overnight Index Swap (OIS) Rate as a Benchmark Interest Rate for Hedge Accounting Purposes, effective on its issuance date of October 25, 2018. The purpose of ASU

~~2018-16~~

~~is to permit the use of the OIS rate based on SOFR as a U.S. benchmark interest rate for hedge accounting purposes under Topic 815. The amendments in ASU~~

~~2018-16~~

~~are required to be applied prospectively for qualifying new or redesignated hedging relationships entered into on or after the date of adoption. The adoption of ASU No.~~

~~2018-16~~

~~did not have a material impact on the Company’s Consolidated Statements of Condition, results of operations, or cash flows.~~

~~The Company adopted ASU No.~~

~~2018-15,~~

~~Intangibles – Goodwill and Other – Internal Use Software (Subtopic~~

~~350-40):~~

~~Customer’s Accounting for Implementation Costs Incurred in a Cloud Computing Arrangement that is a Service Contract as of January 1, 2019. ASU~~

~~2018-15~~

aligns the requirements for capitalizing implementation costs incurred in a hosting arrangement that is a service contract with the requirements for capitalizing implementation costs incurred to develop or obtain

~~internal-use~~

~~software (and hosting arrangements that include an~~

~~internal-use~~

~~software license). The accounting for the service element of a hosting arrangement that is a service contract is not affected by the amendment. The adoption of ASU~~

~~2018-15~~

~~did not have a material effect on the Company’s Consolidated Statements of Condition, results of operations, or cash flows.~~

~~The Company adopted ASU No.~~

~~2017-08,~~

~~Receivables—Nonrefundable Fees and Other Costs (Subtopic~~

~~310-20):~~

~~Premium Amortization on Purchased Callable Debt Securities as of January 1, 2019. ASU No.~~

~~2017-08~~

~~specifies that the premium amortization period ends at the earliest call date, rather than the contractual maturity date, for purchased~~

~~non-contingently~~

~~callable debt securities. Shortening the amortization period is generally expected to more closely align the interest income recognition with the expectations incorporated in the market pricing~~agreements without exchange of the underlying ~~securities. The adoption of ASU No.~~

~~2017-08~~

~~on January 1, 2019 did not have a material effect on the Company’s Consolidated Statements of Condition, results of operations, or cash flows.~~

~~The Company adopted ASU No.~~

~~2016-02,~~

Leases (Topic 842), and its subsequent amendments to the ASU as of January 1, 2019, using the modified retrospective approach and utilizing the effective date as its date of initial application, for which prior periods are presentednotional amount. Changes in accordance with the previous guidance in ASC 840, Leases. Topic 842 was intended to improve financial reporting about leasing transactions and the key provision impacting the Company was the requirement for a lessee to record a

~~right-of-use~~

~~asset and a liability, which represents the obligation to make lease payments for long-term operating leases. Additionally, ASU~~

~~2016-02~~

includes quantitative and qualitative disclosures required by lessees and lessors to help financial statement users better understand the amount, timing, and uncertainty of cash flows arising from leases. Topic 842 includes a number of optional practical expedients that entities may elect to apply. The Company adopted the practical expedients of: not reevaluating whether or not a contract contains a lease; retaining current lease classification; not reassessing initial direct costs for existing leases; and not reassessing existing land easements that were not previously accounted for as leases under current lease accounting rules. Accordingly, previously reported financial statements, including footnote disclosures, have not been recast to reflect the application of ASU

~~2016-02~~

~~to all comparative periods presented. The adoption of ASU~~

~~2016-02,~~

~~as reflected in Note 11, did not have a material impact on the Company’s Consolidated Statements of Condition, results of operations, or cash flows.~~

~~Table of Contents~~

~~Recently Issued Accounting Standards~~

~~In August 2018, the FASB issued ASU~~

~~2018-13,~~

~~Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The purpose of ASU~~

~~2018-13~~

is to improve the effectiveness of disclosures in the notes to financial statements by facilitating clear communication of the information required by GAAP that is most important to users of each entity’s financial statements. The amendments in ASU

~~2018-13~~

~~are effective for the Company as of January 1, 2020. The amendments remove the disclosure requirements for transfers between Levels 1 and 2 of~~ the fair value ~~hierarchy, the disclosure~~ of ~~the policy for timing of transfers between levels of the fair value hierarchy,~~derivatives designated and ~~the disclosure of the valuation processes for Level 3 fair value measurements. Additionally, the amendments modify the disclosure requirements for investments in certain entities~~ that ~~calculate net asset value and measurement uncertainty. Finally, the amendments added disclosure requirements for the changes in unrealized gains and losses included~~qualify as cash flow hedges are initially recorded in other comprehensive income ~~for recurring Level 3 fair value measurements~~ and the range and weighted average of significant unobservable inputs used to develop Level 3 measurements. The amendments on changes in unrealized gains and losses, the range and weighted average of significant unobservable inputs used to develop Level 3 fair value measurements and the narrative description of measurement uncertainty should be applied prospectively for only the most recent interim or annual period presentedare subsequently reclassified into earnings in the ~~initial fiscal year~~period that the hedged transaction affects earnings.

Interest rate swaps with notional amounts totaling $2.3 billion and $800.0 million as of ~~adoption. All other amendments should~~September 30, 2020 and December 31, 2019, respectively, were designated as cash flow hedges of certain FHLB borrowings.

The following table summarizes information about the interest rate swaps designated as cash flow hedges at September 30, 2020 and December 31, 2019:

(dollars in thousands)	September 30, 2020			December 31, 2019
Notional amounts	$	2,250,000		$	800,000
Cash collateral posted		51,778			1,185
Weighted average pay rates		1.27	%		1.62	%
Weighted average receive rates		0.25	%		1.90	%
Weighted average maturity	2.2 years			2.5 years

The following table presents the effect of the Company’s cash flow derivative instruments on AOCL for the nine months ended September 30, 2020. The Company had 0 such derivative financial instruments during the nine months ended September 30, 2019:

(in thousands)

For the Nine

Months

Ended

September 30, 2020

Amount of loss recognized in AOCL

58,936

Amount of gain reclassified from AOCL to interest expense

5,973

Gains (losses) included in the Consolidated Statements of Income related to interest rate derivatives designated as cash flow hedges during the nine months ended September 30, 2020 was $6.0 million. Amounts reported in AOCL related to derivatives will be ~~applied retrospectively~~reclassified to ~~all periods presented upon their effective date. The adoption of ASU~~

~~2018-13~~

~~is not expected to have a material effect~~interest expense as interest payments are made on the Company’s ~~Consolidated Statements of Condition, results of operations, or cash flows.~~

~~In January 2017,~~variable-rate borrowings. During the ~~FASB issued ASU No.~~

~~2017-04,~~

~~Intangibles—Goodwill and Other (Topic 350): Simplifying~~next twelve months, the ~~Test for Goodwill Impairment. ASU No.~~

~~2017-04~~

~~eliminates the second step of the goodwill impairment test which requires~~Company estimates that an entity to determine the implied fair value of the reporting unit’s goodwill. Instead, an entity will recognize an impairment loss if the carrying value of the net assets assigned to the reporting unit exceeds the fair value of the reporting unit, with the impairment loss not to exceed the amount of goodwill recorded. ASU No.

~~2017-04~~

~~does not amend the optional qualitative assessment of goodwill impairment. The Company plans to adopt ASU No.~~

~~2017-04~~

~~prospectively beginning January 1, 2020 and the impact of its adoption on the Company’s Consolidated Statements of Condition, results of operations, or cash flows~~additional $23.1 million will be ~~dependent upon goodwill impairment determinations made after that date.~~

~~In June 2016, the FASB issued ASU No.~~

~~2016-13,~~

~~Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. ASU No.~~

~~2016-13~~

~~amends guidance on reporting credit losses for assets held on an amortized cost basis and~~

~~available-for-sale~~

~~debt securities. For assets held at amortized cost, ASU No.~~

~~2016-13~~

~~eliminates the probable initial recognition threshold in current GAAP and, instead, requires an entity~~reclassified to reflect its current estimate of all expected credit losses. Current GAAP requires an “incurred loss” methodology for recognizing credit losses that delays recognition until it is probable a loss has been incurred. The amendments in ASU No.

~~2016-13~~

replace the incurred loss impairment methodology in current GAAP with a methodology that reflects the measurement of expected credit losses based on relevant information about past events, including historical loss experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amounts. The allowance for credit losses is a valuation account that is deducted from the amortized cost basis of financial assets to present the net amount expected to be collected. For

~~available-for-sale~~

debt securities, credit losses should be measured in a manner similar to current GAAP but will be presented as an allowance rather than as a write-down. The amendments affect loans, debt securities, trade receivables,

~~off-balance~~

~~sheet credit exposures, reinsurance receivables, and any other financial assets not excluded from the scope that have the contractual right to receive cash.~~

~~The Company will adopt ASU No.~~

~~2016-13~~

as of January 1, 2020 on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the adoption date. However, a prospective transition approach is required for debt securities for which an OTTI had been recognized before the effective date. The effect of a prospective transition approach is to maintain the same amortized cost basis before and after the effective date of ASU No.

~~2016-13.~~

Amounts previously recognized in accumulated other comprehensive income (loss) as of the date of adoption that relate to improvements in cash flows expected to be collected will continue to be accreted into income over the remaining life of the asset. Recoveries of amounts previously written off relating to improvements in cash flows after the date of adoption will be recorded in earnings when received.

~~The Company has evaluated ASU No.~~

~~2016-13~~

and established a working group with multiple members from applicable departments to evaluate the requirements of the new standard, assess loss modeling requirements consistent with lifetime expected loss estimates, and determine the impact it will have on current processes. The Company has tested its credit loss models, where applicable, and has assessed additional systems that were required. We will estimate the CECL allowance using relevant information, from internal and external sources, relating to past events, current conditions, and reasonable and

interest expense.

~~Table of Contents~~

supportable forecasts. The Company has performed parallel runs utilizing its CECL credit models to test its implementation. We have preliminarily determined for modeling current expected credit losses, we can reasonably estimate expected losses that incorporate the current and forecasted economics conditions over a two year period, after which the model will revert to our long-term historic loss rates on a straight line basis over one year. These models are currently being refined and undergoing final model validations. As the Company approaches the implementation date, additional parallel runs will be performed, required governance and internal controls will be implemented and testing and validation of all models will be completed.

~~Table of Contents~~

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

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, 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;

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

•

changes in real estate values, which could impact the value 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 calculation process and the phasing out of LIBOR after 2021;

•

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;

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

•

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;

•

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

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

•

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

•

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

•

changes in future ALLL 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;

~~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 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;

~~any uncertainty relating to the LIBOR calculation process and the potential phasing out of LIBOR after 2021;~~

•

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 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;

•

the impact of the outcome of the most recent presidential election as well as changes in regulatory expectations relating to predictive models we use in connection with stress testing and other forecasting or in the assumptions on which such modeling and forecasting are predicated;

•

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

•

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

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

•

the effects of COVID-19, which includes, but is not limited to, the length of time that the pandemic continues, the potential imposition of further restrictions on 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 risks; and the effect of the pandemic on the general economy and the businesses of our borrowers; and

•

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

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

~~heightened regulatory focus on CRE concentrations by regulators;~~

~~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;~~

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

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

~~changes in estimates of future ALLL requirements based on our periodic review 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;~~

~~Table of Contents~~

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

~~natural disasters, war, or terrorist activities; and~~

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

In addition, the timing and occurrence or

non-occurrence

of events may be subject to circumstances beyond our control.

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

See Part II, Item 1A, Risk Factors, in ~~this report~~our Forms 10-Q for the quarters ended March 31, and June 30, 2020 and Part I, Item 1A, Risk Factors, in our Form

10-K

for the year ended December 31, ~~2018~~2019 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.

~~Table of Contents~~

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:

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.

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									Nine Months Ended
	September 30,			June 30,			September 30,			September 30,			September 30,
(dollars in thousands)	2020			2020			2019			2020			2019
Total Stockholders’ Equity	$	6,734,730		$	6,693,013		$	6,695,007		$	6,734,730		$	6,695,007
Less: Goodwill		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,426,379	)
Preferred stock		(502,840	)		(502,840	)		(502,840	)		(502,840	)		(502,840	)
Tangible common stockholders’ equity	$	3,805,511		$	3,763,794		$	3,765,788		$	3,805,511		$	3,765,788
Total Assets	$	54,931,755		$	54,210,416		$	52,537,629		$	54,931,755		$	52,537,629
Less: Goodwill		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,426,379	)
Tangible Assets	$	52,505,376		$	51,784,037		$	50,111,250		$	52,505,376		$	50,111,250
Average common stockholders’ equity	$	6,219,783		$	6,153,861		$	6,201,970		$	6,187,344		$	6,152,253
Less: Average goodwill		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,429,487	)
Average tangible common stockholders’ equity	$	3,793,404		$	3,727,482		$	3,775,591		$	3,760,965		$	3,722,766
Average Assets	$	54,269,399		$	53,787,221		$	52,257,718		$	53,823,341		$	51,984,879
Less: Average goodwill		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,426,379	)		(2,429,487	)
Average tangible assets	$	51,843,020		$	51,360,842		$	49,831,339		$	51,396,962		$	49,555,392
Net income available to common stockholders	$	107,563		$	97,140		$	90,839		$	296,824		$	269,248
GAAP MEASURES:
Return on average assets (1)		0.85	%		0.78	%		0.76	%		0.80	%		0.75	%
Return on average common stockholders' equity (2)		6.92			6.31			5.86			6.40			5.84
Book value per common share	$	13.43		$	13.34		$	13.25		$	13.43		$	13.25
Common stockholders’ equity to total assets		11.34			11.42			11.79			11.34			11.79
NON-GAAP MEASURES:
Return on average tangible assets (1)		0.89	%		0.82	%		0.80	%		0.83	%		0.79	%
Return on average tangible common stockholders’ equity (2)		11.34			10.42			9.62			10.52			9.64
Tangible book value per common share	$	8.20		$	8.11		$	8.06		$	8.20		$	8.06
Tangible common stockholders’ equity to tangible assets		7.25			7.27			7.51			7.25			7.51

At or for the

At or for the

Three Months Ended

Nine Months Ended

(dollars in thousands)

Sep. 30,
2019

Jun. 30,
2019

Sep. 30,
2018

Sep. 30,
2019

Sep. 30,
2018

Total Stockholders’ Equity
$
6,695,007
$
6,674,678
$
6,794,015
$
6,695,007
$
6,794,015

Less: Goodwill

(2,426,379
)
(2,426,379
)
(2,436,131
)
(2,426,379
)
(2,436,131
)
Preferred stock

(502,840
)
(502,840
)
(502,840
)
(502,840
)
(502,840
)

Tangible common stockholders’ equity
$
3,765,788
$
3,745,459
$
3,855,044
$
3,765,788
$
3,855,044

Total Assets
$
52,537,629
$
52,776,253
$
51,246,654
$
52,537,629
$
51,246,654

Less: Goodwill

(2,426,379
)
(2,426,379
)
(2,436,131
)
(2,426,379
)
(2,436,131
)

Tangible assets
$
50,111,250
$
50,349,874
$
48,810,523
$
50,111,250
$
48,810,523

Average Common Stockholders’ Equity
$
6,201,970
$
6,149,275
$
6,301,525
$
6,152,253
$
6,291,911

Less: Average goodwill

(2,426,379
)
(2,426,379
)
(2,436,131
)
(2,429,487
)
(2,436,131
)

Average tangible common stockholders’ equity
$
3,775,591
$
3,722,896
$
3,865,394
$
3,722,766
$
3,855,780

Average Assets
$
52,257,718
$
52,072,326
$
50,608,283
$
51,984,879
$
49,685,717

Less: Average goodwill

(2,426,379
)
(2,426,379
)
(2,436,131
)
(2,429,487
)
(2,436,131
)

Average tangible assets
$
49,831,339
$
49,645,947
$
48,172,152
$
49,555,392
$
47,249,586

Net Income Available to Common Shareholders
$
90,839
$
89,039
$
98,565
$
269,248
$
296,057

GAAP MEASURES:

Return on average assets (1)

0.76
%
0.75
%
0.84
%
0.75
%
0.86
%
Return on average common stockholders’ equity (2)

5.86

5.79

6.26

5.84

6.27

Book value per common share
$
13.25
$
13.21
$
12.83
$
13.25
$
12.83

Common stockholders’ equity to total assets

11.79

11.69

12.28

11.79

12.28

NON-GAAP
MEASURES:

Return on average tangible assets (1)

0.80
%
0.78
%
0.89
%
0.79
%
0.90
%
Return on average tangible common stockholders’ equity (2)

9.62

9.57

10.20

9.64

10.24

Tangible book value per common share
$
8.06
$
8.01
$
7.86
$
8.06
$
7.86

Tangible common stockholders’ equity to tangible assets

7.51

7.44

7.90

7.51

7.90

(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.

~~Table of Contents~~

Executive Summary

New York Community Bancorp, Inc. is the holding company for New York Community ~~Bank. At September 30, 2019, we had total assets of $52.5 billion, total loans of $40.7 billion, deposits of $31.6 billion, and total stockholders’ equity of $6.7 billion.~~

~~Chartered in the State of~~Bank, a New York ~~the Community~~State-chartered savings bank, headquartered in Westbury, New York. The Bank is subject to regulation by the ~~FDIC,~~NYSDFS, the ~~CFPB,~~FDIC, and the ~~NYSDFS.~~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 ~~are traded~~trade under the symbol “NYCB” and shares of our preferred stock trade under the symbol “NYCB ~~PR A.”~~

PA”.

Reflecting our growth through a series of acquisitions, the Company currently operates ~~239 branches~~236 branch locations through eight local divisions, each with a history of service and ~~strength:~~strength. In New York, we operate as Queens County Savings Bank, Roslyn Savings Bank, Richmond County Savings Bank, Roosevelt Savings Bank, and Atlantic ~~Bank~~Bank; in New ~~York;~~Jersey as Garden State Community ~~Bank~~Bank; in ~~New Jersey;~~Ohio as the Ohio Savings ~~Bank in Ohio;~~Bank; and as AmTrust Bank in Arizona and Florida.

Now in ~~our 26th~~its 27th year as a publicly traded company, our mission is to provide our shareholders with a solid return on their investment by producing a strong financial performance, adhering to conservative underwriting standards, maintaining a solid capital position, and engaging in corporate strategies that enhance the value of our shares.

~~The~~

Third Quarter 2020 Overview

At September 30, 2020, the Company ~~reported net income~~had total assets of $54.9 billion, total loans and leases held for investment of $42.8 billion, total deposits of $31.7 billion, and total stockholders’ equity of $6.7 billion. For the three months ended September 30, ~~2019~~2020, the Company reported net income of ~~$99.0~~$115.8 million, up ~~2% from~~10% compared to the ~~$97.2~~$105.3 million reported for the three months ended June 30, 2020 and up 17% compared to the $99.0 million the Company reported for the three months ended September 30, 2019. ~~On a~~

~~year-to-date~~

~~basis,~~For the nine months ended September 30, 2020, net income was ~~$293.9~~$321.4 million, ~~down 8%~~up 9% compared to the ~~first~~$293.9 million reported for the nine months ~~of 2018.~~

ended September 30, 2019.

Net income available to common shareholders for the ~~third quarter of 2019 was $90.8~~three months ended September 30, 2020 totaled $107.6 million, ~~or $0.19 per common share,~~up 11% compared to ~~$89.0~~the $97.1 million ~~also $0.19 per common share~~reported for the second quarter of ~~2019. For~~2020, and up 18% compared to the ~~nine~~$90.8 million reported for the three months ended September 30, ~~2019,~~2019. On a year-to-date basis, net income available to common shareholders totaled $296.8 million, up 10% compared to the $269.2 million ~~or $0.57~~reported during the first nine months of 2019.

On a per ~~common~~ share basis, the Company reported diluted EPS of $0.23 for the third quarter of 2020, up 10% compared to ~~$296.1 million or $0.60 per common share~~the $0.21 reported for the second quarter of 2020, and up 21% compared to the $0.19 reported for the third quarter of 2019. For the first nine months ~~ended September 30, 2018.~~

of 2020, diluted EPS were $0.63, up 11% compared to diluted EPS of $0.57 for the first nine months of 2019.

The key trends in the quarter were:

Continued Double-Digit Net Interest Margin ~~and Net Interest Income Stabilization~~

~~The NIM for~~Expansion

During the third quarter of ~~2019~~2020, the Company experienced further double-digit improvement in the NIM. For the three months ended September 30, 2020 the NIM was ~~1.99%~~2.29%, up 11 bps compared to the prior quarter and up 30 bps compared to the third quarter of last year. Prepayment income contributed nine bps to the third quarter NIM, unchanged compared to the contribution in the previous quarter and compared to 11 bps for the year-ago quarter. Excluding the impact from prepayment income, the third quarter NIM, on a non-GAAP basis, would have been 2.20%, up 11 bps compared to the previous quarter and up 32 bps compared to the year-ago quarter.

The improvement during the current quarter was the result of a substantial decline in both the average cost of deposits and in the average cost of borrowed funds. The average cost of deposits declined to 0.85% during the current third quarter, down 31 bps compared to the previous quarter and down 104 bps compared to the year-ago third quarter. This was primarily due to lower rates on CDs. The average cost of CDs during the third quarter was 1.52%, down ~~one bp~~48 bps compared to the second quarter and down 93 bps compared to the third quarter of ~~2019.~~last year. This was in keeping with the ~~result~~Company’s strategy to significantly reduce CD rates given the decline in market rates and the potential that interest rates will remain low for an extended period of ~~stable asset yields and lower funding costs. The~~time. Similarly, the average ~~yield on our interest-earning assets for the current quarter was 3.82% unchanged from~~cost of borrowings declined nine bps to 1.97% compared to the previous quarter ~~while funding costs declined two~~and 41 bps ~~to 2.04%~~ compared to the ~~prior~~year-ago quarter.

A Significant Decline in Loan Deferrals

During the ~~same time, net~~second quarter of 2020, the Company implemented various loan modification programs with some of its borrowers, in accordance with the CARES Act. These modifications were primarily full payment deferrals for an initial six-month period, with the ability to extend again at the end of the deferral period, at the Bank’s discretion. The overwhelming majority of these deferrals were entered into during April and May of this year. Accordingly, the majority of these deferrals were eligible to come off of their initial deferral during October and November.

Between June 30, 2020 and October 31, 2020, we had $3.1 billion of loan deferrals that were eligible to come off of their initial deferral period. As of October 31, 2020, approximately 98% of these deferrals returned to payment status, while the remaining 2% or $69 million have come off of deferral but were still due for their first payment. We continue to work with these borrowers, on a case-by-case basis, to provide additional assistance, if needed, in line with the CARES Act and interagency regulatory guidelines.

Ongoing Top-Line Revenue Growth

Net interest income for the ~~third quarter of 2019 was $235.9~~three months ended September 30, 2020 totaled $281.9 million, ~~relatively unchanged~~up $16.0 million or 6% compared to the ~~$237.7~~three months ended June 30, 2020, and up $46.0 million ~~for the second quarter of 2019. Both interest income and interest expense increased modestly~~or 19% compared to the ~~second quarter~~three months ended September 30, 2019. Both the quarter-over-quarter and year-over-year increase in net interest income were driven by significantly lower levels of ~~this year.~~

~~Operating Expenses Continued to Improve~~

~~Total~~

~~non-interest~~

interest expense. Interest expense for the three months ended September 30, ~~2019 were $123.3~~2020 declined $21.0 million ~~relatively unchanged from the prior quarter. Included in current third-quarter operating expenses was certain items related~~or 13% to ~~severance costs totaling $1.4 million. There were no such items in~~$136.2 million on a linked-quarter basis, while on a year-over-year basis, it decreased $82.5 million or 38%.

Prepayment income for the three months ended September 30, 2020 was $11.6 million, up 2% compared to the previous quarter, but down 18% compared to the year-ago quarter. Excluding the impact from prepayment income, net interest income on a non-GAAP basis would have been $270.3 million, up $15.8 million or 6% on a linked-quarter basis and up $48.5 million or 22% on a year-over-year basis.

Our Asset Quality Continues to Improve

The Company’s asset quality metrics improved during the current third quarter, reflecting the underlying strength of our loan portfolio. NPAs at September 30, 2020 were $54.9 million compared to $63.2 million at June 30, 2020, down 13%. This represents 0.10% of total assets compared to 0.12% of total assets in the previous quarter. Total non-accrual mortgage loans were $18.4 million compared to $24.2 million at June 30, 2020, down 24%. Other non-accrual loans were $26.9 million compared to $29.5 million during the previous quarter, down 9%. Total repossessed assets were $9.5 million, unchanged from the previous quarter and down from the $12.3 million we reported at December 31, 2019.

As in prior quarters, the majority of our NPAs were composed of non-performing taxi medallion-related loans and repossessed taxi medallion-related assets. Excluding the impact from these non-performing taxi medallion-related assets, third quarter 2020 NPAs would have been $22.9 million or 0.04% of total assets compared to $29.6 million or 0.05% of total assets at June 30, 2020.

Recent Events

Declaration of Dividend on Common Shares

On October ~~29, 2019,~~27, 2020, 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 November ~~25, 2019~~17, 2020 to common shareholders of record as of November ~~11, 2019.~~

7, 2020.

The CARES Act

The CARES Act was passed by Congress and signed into law on March 27, 2020, after the President declared a national emergency on March 13, 2020. It provides, among other things, money for unemployment benefits, financial aid checks to individuals and forgivable SBA loans, known as the Paycheck Protection Program (the “PPP”). This program provides loans to small businesses to keep their employees on payroll. The original funding was fully allocated by mid-April, and additional funding was made available on April 24, 2020, under the Paycheck Protection Program and Health Care Enhancement Act. The Company is a participant in the Small Business Administration Paycheck Protection Program, a loan program established to help consumers and small businesses. As of September 30, 2020, the Company funded approximately 1,300 requests totaling $117.3 million under the PPP. These loans were designated as held for sale as of quarter end.

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.

~~Table of Contents~~

We have identified the following to be critical accounting policies: the determination of the allowances for loan and lease losses; and the determination of the amount, if any, of goodwill impairment.

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 Loan and Lease 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 replaces 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.

The allowance for loan and lease losses ~~represents our estimate~~is deducted from the amortized cost basis of ~~probable~~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 principal balance outstanding, net of purchase premiums and ~~estimable~~discounts, fair value hedge accounting adjustments, and deferred fees and costs. Subsequent changes (favorable and unfavorable) in expected credit losses ~~inherent~~are recognized immediately in net income as a credit loss expense or a reversal of credit loss expense. Management estimates the ~~loan portfolio as~~allowance by projecting probability-of-default, loss-given-default and exposure-at-default depending on economic parameters for each month of the ~~date~~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 reverts to a historical norm based on inputs after 24 months. Historical credit experience provides the basis for the estimation of expected credit losses, with 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 ~~balance sheet. Losses on~~ loans, ~~are charged against, and recoveries of losses on loans are credited back to, the allowance~~adjusted for ~~loan losses.~~

forecasted prepayments when appropriate. The contractual term excludes potential extensions or renewals. The methodology used ~~for~~in the ~~allocation~~estimation of the allowance for loan and lease losses, which is performed at ~~September 30, 2019~~least quarterly, is designed to be dynamic and ~~December 31, 2018 was generally comparable, whereby~~responsive to changes in portfolio credit quality and forecasted economic conditions. Each quarter, we reassess the ~~Bank segregated their loss factors (used~~appropriateness of the economic period, the reversion period and historical mean at the portfolio segment level, considering any required adjustments for ~~both criticized~~differences in underwriting standards, portfolio mix, and

~~non-criticized~~

~~loans) into a component that was primarily based on historical loss rates and a component that was primarily based on~~ other qualitative factors that are probable to affect loan collectability. In determining the allowance for loan losses, management considers the Bank’s current business strategies and credit processes, including compliance with applicable regulatory guidelines and with guidelines approved by the Boards of Directors with regard to credit limitations, loan approvals, underwriting criteria, and loan workout procedures.

relevant data shifts over time.

The allowance for loan and lease losses is ~~established based~~measured on ~~management’s evaluation~~a collective (pool) basis when similar risk characteristics exist. Management believes the products within each of ~~incurred losses in~~ the entity’s portfolio ~~in accordance with GAAP, and is comprised of both specific valuation allowances and a general valuation allowance.~~

~~Specific valuation allowances are established based on management’s analyses of individual loans~~classes exhibit similar risk characteristics. Loans that are ~~considered impaired.~~determined to have unique risk characteristics are evaluated on an individual basis by management. If a loan is ~~deemed~~determined to be ~~impaired, management measures~~collateral dependent, or meets the ~~extent of~~criteria to apply the ~~impairment and establishes a specific valuation allowance for that amount. A loan is classified as impaired when,~~collateral dependent practical expedient, expected credit losses are determined based on current information and/or events, it is probable that we will be unable to collect all amounts due under the contractual terms of the loan agreement. We apply this classification as necessary to loans individually evaluated for impairment in our portfolios. Smaller-balance homogenous loans and loans carried at the lower of cost or fair value are evaluated for impairment on a collective, rather than individual, basis. Loans to certain borrowers who have experienced financial difficulty and for which the terms have been modified, resulting in a concession, are considered TDRs and are classified as impaired.

~~We primarily measure impairment on an individual loan and determine the extent to which a specific valuation allowance is necessary by comparing the loan’s outstanding balance to either~~ the fair value of the collateral at the reporting date, less ~~the estimated cost~~costs to sell or the present value of expected cash flows, discounted at the loan’s effective interest rate. Generally, when the fair value of the collateral, net of the estimated cost to sell, or the present value of the expected cash flows is less than the recorded investmentas appropriate. The macroeconomic data used in the ~~loan, any shortfall~~quantitative models are based on an economic 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, we revert to a historical average loss rate. This reversion to the historical average loss rate is ~~promptly charged off.~~

~~We also follow~~performed on a ~~process~~straight-line basis over 12 months.

The portfolio segment represents the level at which a systematic methodology is applied to ~~assign~~estimate credit losses. Smaller pools of homogenous financing receivables with homogeneous risk characteristics were modeled using the ~~general valuation allowance~~methodology selected for the portfolio segment to ~~loan categories. The general valuation allowance is established by applying our loan loss provisioning methodology, and reflect the inherent risk in outstanding~~

~~held-for-investment~~

~~loans. This loan loss provisioning methodology considers various~~which factors in ~~determining~~ the ~~appropriate quantified risk~~qualitative scorecard include: concentration, modeling and forecast imprecision and limitations, policy and underwriting, prepayment uncertainty, external factors, nature and volume, management, and loan review. Each factor is subject to ~~use~~an evaluation of metrics, consistently applied, to ~~determine the general valuation allowance. The factors assessed begin with the historical loan loss experience~~measure adjustments needed for each ~~major~~reporting period.

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 ~~category. We~~class and also ~~take into account an estimated historical loss emergence period (which is~~loans that are designated as TDR or “reasonably expected TDR” (criticized, classified, or maturing loans that will have a modification processed within the ~~period of time between the event that triggers a loss and the confirmation and/or~~

~~charge-off~~

~~of that loss) for each loan portfolio segment.~~

next three months). In addition, all taxi medallion loans are individually evaluated.

The ~~allocation methodology consists of the following components: First, we determine~~Company maintains an allowance for ~~loan~~credit losses on off-balance sheet credit exposures. At September 30, 2020 and December 31, 2019, the allowance for credit losses on off-balance sheet credit exposures was $12.3 million and $461,000, respectively. Included in the September 30, 2020 amount was a $12.5 million adjustment related to the adoption of CECL. We estimate 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 ~~quantitative loss factor~~range

of fund-up windows (between 12 and 36 months) and comparison of the mean CCF for ~~loans evaluated collectively for impairment. This quantitative loss factor is based primarily on historical~~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 ~~after considering loan type, historical loss and delinquency experience, and loss emergence periods. The quantitative loss factors applied in~~to the ~~methodology are periodically~~

~~re-evaluated~~

~~and adjusted~~credit exposures as to reflect changes in historical loss levels, loss emergence periods, or other risks. Lastly, we allocate an allowance for loan losses based on qualitative loss factors. These qualitative loss factors are designed to account for losses that may not be provided for by the ~~quantitative loss component due to other factors evaluated by management, which include, but are not limited to:~~

~~Changes in lending policies and procedures, including changes in underwriting standards and collection, and~~

~~charge-off~~

~~and recovery practices;~~

~~Changes in international, national, regional, and local economic and business conditions and developments that affect~~related class of loans.

For the ~~collectability of the portfolio, including the condition of various market segments;~~

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

~~Table of Contents~~

~~Changes in the volume and severity of~~

~~past-due~~

~~loans, the volume of~~

~~non-accrual~~

~~loans, and the volume and severity of adversely classified or graded loans;~~

~~Changes in the quality of our loan review system;~~

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

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

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

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

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

~~The historical loss period we use to determine~~nine months ended September 30, 2020 the allowance for loan and lease losses ~~on loans is a rolling~~

~~35-quarter~~

~~look-back period, as we believe this produces an appropriate reflection~~increased primarily due to macroeconomic factors surrounding the COVID-19 pandemic, specifically the resultant estimated decreases in property values. The forecast scenario includes low single digit growth of Gross Domestic Product (“GDP”), while unemployment remains elevated into the forecasted time horizon. In addition to these quantitative inputs, several qualitative factors were considered, including the risk that the economic decline proves to be more severe and/or prolonged than our ~~historical loss experience.~~

baseline forecast which also increased our allowance for loan and lease credit losses. The ~~process~~impact of ~~establishing~~the unprecedented fiscal stimulus and changes to federal and local laws and regulations, including changes to various government sponsored loan programs, was also considered.

Current Expected Credit Losses

At December 31, 2019, the allowance for loan and lease losses ~~on loans also involves:~~

~~Periodic inspections~~totaled $147.6 million. On January 1, 2020, the Company adopted the CECL methodology under ASU Topic 326. Upon adoption, we recognized an increase in the ALLL of $1.9 million as a “Day 1” transition adjustment from changes in methodology, with a corresponding decrease in retained earnings. At September 30, 2020, the ALLL totaled $188.3 million, up $40.7 million compared to December 31, 2019 driven by a provision for credit losses of $51.8 million that exceeded net charge-offs by $38.8 million during the first nine months of 2020. This increase reflects deterioration in forecasted economic conditions since the beginning of the year, arising from the COVID-19 pandemic, primarily the result of estimated decreases in property values. To a lesser extent, the increase also reflects loan ~~collateral by qualified~~

~~in-house~~

~~and external property appraisers/inspectors;~~

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

~~Assessment~~course of the ~~aforementioned factors by~~year.

Separately, at December 31, 2019, the ~~pertinent members of the Board of Directors and management when making a business judgment regarding the impact of anticipated changes on the future level of loan losses; and~~

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

~~In order to determine their overall adequacy, the loan loss allowance is reviewed quarterly by management Board Committees and the Board of Directors of the Bank, as applicable.~~

~~non-real~~

~~estate-related consumer credits, the following~~

~~past-due~~

~~time periods determine when charge-offs are typically recorded: (1)~~

~~closed-end~~

~~credits are charged off in the quarter that the loan becomes 120 days past due; (2)~~

~~open-end~~

~~credits are charged off in the quarter that the loan becomes 180 days past due; and (3) both~~

~~closed-end~~

~~and~~

~~open-end~~

~~credits are typically charged off in the quarter that the credit is 60 days past the date we received notification that the borrower has filed for bankruptcy.~~

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

An allowance for unfunded commitments ~~is maintained separate from~~of $461,000. With the adoption of CECL on January 1, 2020, we recognized a “Day 1” transition adjustment of $12.5 million. At September 30, 2020, the allowance for ~~loan losses and is included in Other liabilities in the Consolidated Statements of Condition.~~unfunded commitments totaled $12.3 million.

(in thousands)	Loans and Leases			Unfunded Commitments
Allowance for credit losses at December 31, 2019	$	147,638		$	461
CECL Day 1 transition adjustment		1,911			12,529
Nine months ended 2020 provision for (recovery of) credit losses		51,837			(645	)
Nine months ended 2020 net charge-offs		(13,079	)		—
Allowance for credit losses at September 30, 2020	$	188,307		$	12,345

~~The Company will adopt ASU No.~~

~~2016-13,~~

Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments, as of January 1, 2020 on a modified retrospective basis with a cumulative-effect adjustment to retained earnings as of the adoption date. As we approach the implementation date, parallel runs have been performed. Based on those parallel runs, the Company expects its total credit loss allowances to increase by, at the most, approximately 20%, upon the adoption of ASU No.

~~2016-13.~~

The estimate is based upon our current portfolio mix, which is largely CRE concentrated, preliminary analyses, current assumptions, expectations, and forecasted economic conditions. These preliminary estimates are contingent upon continued testing and refinement of models, methodologies and judgments which will be ongoing for the remainder of the year.

See Note 6, Allowance for Loan and Lease Losses for a further discussion of our allowance for loan and lease losses and Note ~~13, Impact~~1, Organization, Basis of ~~Recent~~Presentation, and Recently Adopted Accounting ~~Pronouncements~~Standards, for a further discussion of ASU No.

2016-13.

~~Table of Contents~~

Goodwill Impairment

The Company adopted, on a prospective basis, ASU No. 2017-04, Intangibles—Goodwill and Other (Topic 350): Simplifying the Test for Goodwill Impairment on January 1, 2020. We have significant intangible assets related to ~~goodwill.~~goodwill and as of September 30, 2020, we had goodwill of $2.4 billion. In connection with our acquisitions, the assets acquired and liabilities assumed are recorded at their estimated fair values. Goodwill represents the excess of the purchase price of our acquisitions over the fair value of identifiable net assets acquired, including other identified intangible assets. ~~Our goodwill is evaluated for impairment annually as of~~

~~year-end~~

~~or more frequently if conditions exist that indicate that the value may be impaired.~~ We test our goodwill for impairment at the reporting unit level. ~~These impairment evaluations are performed by comparing the carrying value of the goodwill of a~~We have identified one reporting unit to its estimated fair value. We allocate goodwill to reporting units based on the reporting unit expected to benefit from the business combination. We had previously identified two reporting units: our Banking Operations reporting unit and our Residential Mortgage Banking reporting unit. On September 29, 2017, the Company sold the Residential Mortgage Banking reporting unit. Our reporting unitwhich is the same as our operating segment and reportable segment. If we change our strategy or if market conditions shift, our judgments may change, which may result in adjustments to the recorded goodwill balance.

We perform our goodwill impairment test in the fourth quarter of each year, or more often if events or circumstances warrant. For annual goodwill impairment testing, we have the option to first perform a qualitative assessment to determine whether it is more likely than not that the fair value of a reporting unit is less than its carrying amount, including goodwill and other intangible assets. If we conclude that this is the case, we ~~must perform the~~

~~two-step~~

~~test described below. If we conclude based on the qualitative assessment that it is not more likely than not that~~would compare the fair value ~~of a~~the reporting unit ~~is less than~~with its carrying amount ~~we have completed our goodwill~~and recognize an impairment ~~test and do not need to perform~~charge for the

~~two-step~~

~~test.~~

Step one requires the fair value of each reporting unit is compared to its carrying value in order to identify potential impairment. If the fair value of a reporting unit exceeds the carrying value of its net assets, goodwill is not considered impaired and no further testing is required. If the carrying value of the net assets exceeds the fair value of a reporting unit, potential impairment is indicated at the reporting unit level and step two of the impairment test is performed.

~~Step two requires that when potential impairment is indicated in step one, we compare the implied fair value of goodwill with~~ amount by which the carrying amount ~~of that goodwill. Determining the implied fair value of goodwill requires a valuation of~~exceeds the reporting unit’s ~~tangible and~~

~~(non-goodwill)~~

~~intangible assets and liabilities in a manner similar~~fair value. The loss recognized, however, would not exceed the total amount of goodwill allocated to ~~the allocation of the purchase price in a business combination. Any excess in the value of a~~that reporting ~~unit over the amounts assigned to its assets and liabilities is referred to as the implied fair value of goodwill. If~~unit. Additionally, we would consider income tax effects from any tax deductible goodwill on the carrying amount of the reporting unit when measuring the goodwill ~~exceeds~~impairment loss, if applicable.

The Company assessed the ~~implied~~environment in the third quarter of 2020, including the estimated impact of the COVID-19 pandemic on macroeconomic variables and economic forecasts and how those might impact the fair value of ~~that goodwill, an impairment loss is recognized in an amount equal to that excess.~~

As of September 30, 2019, we had goodwill of $2.4 billion. During the quarter ended September 30, 2019, no triggering events were identified that indicated that the value of goodwill may be impaired. The Company performed its annual goodwill impairment assessment as of December 31, 2018 using step oneour reporting unit. After consideration of the ~~quantitative test~~items above and ~~found no indication of goodwill impairment at that date.~~

~~Balance Sheet Summary~~

~~Total assets as of September 30, 2019 were $52.5 billion, an increase of $638.3 million, or 2% annualized, compared to our total assets at December 31, 2018. The~~

~~year-to-date~~

~~increase was driven by growth in our loan portfolio, with both the multi-family and C&I segments increasing, and to a lesser degree, growth in the securities portfolio.~~

~~Total loans held for investment increased $678.3 million or 2% on an annualized basis, compared to the level at December 31, 2018. Loan growth during~~ the first nine months of 2020 results, the Company determined it was not more-likely-than-not that the fair value of any reporting unit was below book value as of September 30, 2020. We will continue to monitor and evaluate the impact of COVID-19 and its impact on our market capitalization, overall economic conditions, and any triggering events that may indicate an impairment of goodwill in the future.

Balance Sheet Summary

At September 30, 2020, total assets were $54.9 billion, up $1.3 billion compared to December 31, 2019. This was due to a combination of loan growth and growth in the level of cash and cash equivalents, offset by a decline in the securities portfolio. This growth was funded primarily through wholesale borrowings as total deposits remained relatively unchanged. At September 30, 2020, total deposits were stable at $31.7 billion, however, the deposit mix is trending toward lower cost deposit account categories. Borrowed funds rose $1.1 billion compared to December 31, 2019, most of which was ~~centered~~attributable to growth in ~~our~~FHLB-NY advances.

Total loans and leases held for investment increased to $42.8 billion, up $935 million or 3% annualized compared to December 31, 2019 and were up $523 million or 5% annualized compared to June 30, 2020. Loan growth in both the year-to-date and quarter-to-date periods was driven by continued growth in the multi-family ~~loan~~ portfolio and in ~~our C&I loan portfolio,~~ the ~~majority of which are comprised of~~ specialty finance ~~loans and leases. During~~portfolio, offset by a decline in the ~~current third quarter, a number~~CRE portfolio.

Total securities, consisting mainly of ~~loans refinanced away~~available-for-sale securities, declined $621 million compared to December 31, 2019 but increased modestly compared to June 30, 2020. The Company has generally refrained from meaningfully growing the ~~Bank because other lenders were willing~~securities portfolio given the currently low interest rate environment, which is expected to ~~provide more credit, with less stringent terms then we were, which was inconsistent with our rigorous underwriting standards.~~

persist into the foreseeable future.

Total multi-family loans rose ~~$385.5~~$942 million or 2%4% annualized incompared to the ~~first nine months of~~balance at December 31, 2019, to ~~$30.3 billion, while~~$32.1 billion. On a linked-quarter basis, total ~~C&I~~multi-family loans increased ~~$453.7~~$504 million or ~~25%~~6% annualized compared to ~~$2.8 billion, over the same time frame. The growth in the C&I portfolio was largely driven by our specialty finance business.~~June 30, 2020. Specialty finance loans and leases increased ~~$476.5~~$138 million to $3.1 billion or 19% annualized compared to the second quarter of 2020. On a year-to-date basis, specialty finance loans and leases grew $439 million or ~~33%~~22% annualized compared to December 31, ~~2018. On a linked-quarter basis, multi-family loans~~2019. The CRE loan portfolio declined ~~$196.4~~$197 million or 4% annualized compared to the balance at December 31, 2019 and declined $45 million or 3% annualized ~~and~~compared to the balance as of June 30, 2020. Other C&I loans ~~increased $65.3~~declined $27 million or ~~9% annualized.~~

8% annualized to $394.3 million compared to December 31, 2019, but rose $13 million or 14% annualized compared to June 30, 2020.

Total deposits for the nine months ended September 30, 2020 were $31.7 billion. This was relatively unchanged compared to both year-end 2019 and the quarter ended June 30, 2020. Trends over the year exhibited a decline in CD balances, offset by increases in other, lower-cost deposit account categories.

For the nine months ended September 30, 2020, total CDs declined $3.2 billion to $11.0 billion compared to year-end 2019, ~~total deposits increased $807.7 million or 4% annualized to $31.6 billion. As has been the case through 2019, deposit growth~~including a $1.1 billion decrease during the current third quarter. The reduction in CD balances since the beginning of the year is attributable to the Company’s strategy to significantly reduce the rates offered on its CDs, given the extraordinary decline in market interest rates since the first quarter of the year. This decline was ~~driven~~offset by growth in ~~CDs. CDs rose $2.1 billion or 23% annualized to $14.3 billion. However,~~other deposit categories, including savings accounts, interest-bearing checking and money market accounts, ~~dropped $1.6 billion or 18%~~and non-interest bearing checking accounts.

Savings accounts increased $340 million on ~~an annualized basis to $10.0 billion. We also had some modest growth in both the savings accounts and~~

~~non-interest-bearing~~

~~accounts categories.~~

~~Table of Contents~~

Historically, the Company has been able to garner large institutional deposit balances during such time when there was less competition for these types of deposits. During the current third quarter, several competitors

~~re-entered~~

this market paying higher interest rates for these deposit balances then we were willing to pay. Rather than compete with these financial institutions, the Company selectively exited many of these relationships, opting instead to grow lower cost retail deposits and other relatively less expensive funding sources. On a linked-quarter basis ~~total deposits declined $760.4~~to $6.0 billion and they increased $1.2 billion during the first nine months of 2020. Interest-bearing checking and money market accounts rose $553 million ~~or 9%~~to $11.7 billion on ~~an annualized~~a linked-quarter basis, and they rose $1.5 billion year-to-date. Non-interest bearing accounts grew $135 million on a linked-quarter basis to $3.1 billion, and grew $624 million on a year-to-date basis.

Total borrowed funds at September 30, ~~2019, total borrowed funds declined $581.5 million or 5% annualized~~2020 increased $1.1 billion to ~~$13.6~~$15.7 billion, compared to ~~$14.2 billion~~the balance at December 31, ~~2018. On a linked-quarter basis, total borrowed funds increased $544.2~~2019, and $675 million ~~or 17% on an annualized basis. The entire linked-quarter increase~~compared to June 30, 2020. This was entirely due to an increase in wholesale borrowings, ~~mainly Federal Home Loan Bank~~which consist of ~~New York~~FHLB-NY advances.

Wholesale borrowings rose $1.1 billion to $15.0 billion, up 11% annualized compared to the balance at year-end 2019 and $675 million or 19% annualized compared to the second quarter of 2020.

Total stockholders’ equity at September 30, ~~2019~~2020 was $6.7 billion, relatively unchanged compared to ~~the balance~~year-end 2019 and up $42 million compared to second-quarter 2020. Book value per common share was $13.43 at September 30, 2020, compared to $13.34 at June 30, 2020 and to $13.29 at December 31, ~~2018.~~2019. Common stockholders’ equity to total assets was ~~11.79%~~11.34% at September 30, 2020 compared to ~~11.85%~~11.42% at June 30, 2020 and 11.57% at December 31, ~~2018. Book~~2019.

On a tangible basis, excluding goodwill of $2.4 billion, tangible book value per common share was ~~$13.25~~$8.20 at September 30, ~~2019~~2020 compared to ~~$12.99~~$8.11 at June 30, 2020 and $8.09 at December 31, ~~2018.~~

~~Excluding goodwill of $2.4 billion, tangible common stockholders’ equity totaled $3.8 billion at September 30, 2019, also relatively unchanged compared to December 31, 2018.~~2019. Tangible common stockholders’ equity to tangible assets was ~~7.51% unchanged compared to December 31, 2018. Tangible book value per common share~~7.25% at September 30, ~~2019 was $8.06~~2020 compared to ~~$7.85~~7.27% at June 30, 2020 and 7.39% at December 31, ~~2018.~~

2019.

Loans and Leases

Loans and Leases Originated for Investment

The majority of the loans we ~~produce~~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 ~~large~~ 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, with~~investment. The majority of C&I loans ~~comprising the bulk of the other loan portfolio. Specialty finance loans and leases account for the majority of our C&I loans, with the remainder consisting primarily~~consist of loans to small- and

mid-size

~~businesses, referred to as other C&I loans.~~

businesses.

During the third quarter of ~~2019, we~~2020, the Company originated ~~$2.3~~$3.0 billion of loans and leases held for investment, down ~~23% from~~9% on a linked-quarter basis and up 31% on a year-over-year basis. Third quarter 2020 originations exceeded the ~~$3.0 billion originated in the second quarter of 2019 and down 10% from the amount we originated in the third quarter of last year.~~previous quarter’s pipeline by $800 million. The linked-quarter ~~decrease~~decline was ~~primarily~~ due to a ~~decline~~13% drop in multi-family originations ~~which declined 34%~~ and ~~25%, on~~ a ~~linked-quarter and~~16% decline in specialty finance originations, while the year-over-year ~~basis, respectively. Third quarter~~improvement was driven by a 78% increase in multi-family originations, ~~were $1.2~~partially offset by an 8% decrease in specialty finance originations and a 45% decline in CRE originations.

For the nine months ended September 30, 2020, total loans and leases originated for investment increased $1.7 billion ~~CRE~~or 23% compared to the nine months ended September 30, 2019. Year-to-date originations were ~~$309.3 million,~~driven by multi-family originations, up $2 billion or 49% and specialty finance originations, were $637.8 million. During the current quarter, origination activity was tempered by lower purchase and sale activity, as some borrowers have temporarily postponed their investment decisions while they fully assess the impact of the recently enacted Housing Stability and Tenant Protection Act of 2019 in New York State.

For the first nine months of 2019, we originated $7.3 billion of loans, down 8% compared to the $7.9 billion originated in the first nine months of 2018. Multi-family originations dropped 25% to $4.0 billion, which was only partially offset by a 23% increase in CRE originations to $899.4up $247 million ~~and a 44% increase in specialty finance originations to $2.0 billion.~~

or 12%. All other major loan segments declined.

The following table presents information about the loans held for investment we originated for the respective periods:

	For the Three Months Ended						For the Nine Months Ended
	September 30,		June 30,		September 30,		September 30,		September 30,
	2020		2020		2019		2020		2019
(in thousands)
Mortgage Loans Originated for Investment:
Multi-family	$	2,104,809	$	2,413,257	$	1,180,054	$	5,935,285	$	3,990,064
Commercial real estate		169,536		89,975		309,314		451,162		899,438
One-to-four family residential		—		18,090		20,745		45,286		25,508
Acquisition, development, and construction		19,309		535		36,961		24,752		58,227
Total mortgage loans originated for investment		2,293,654		2,521,857		1,547,074		6,456,485		4,973,237
Other Loans Originated for Investment:
Specialty Finance		589,970		700,010		637,843		2,247,373		2,000,799
Other commercial and industrial		93,023		57,177		93,905		272,586		303,030
Other		845		826		1,343		2,596		3,493
Total other loans originated for investment		683,838		758,013		733,091		2,522,555		2,307,322
Total Loans Originated for Investment	$	2,977,492	$	3,279,870	$	2,280,165	$	8,979,040	$	7,280,559

For the Three Months Ended

For the Nine Months Ended

(in thousands)

Sept. 30,
2019

June 30,
2019

Sept. 30,
2018

Sept. 30,
2019

Sept. 30,
2018

Mortgage Loans Originated for Investment:

Multi-family
$
1,180,054
$
1,800,659
$
1,566,861
$
3,990,064
$
5,343,294

Commercial real estate

309,314

382,915

301,414

899,438

733,364

One-to-four
family residential

20,745

1,554

5,025

25,508

7,724

Acquisition, development, and construction

36,961

9,242

15,233

58,227

44,358

Total mortgage loans originated for investment
$
1,547,074
$
2,194,370
$
1,888,533
$
4,973,237
$
6,128,740

Other Loans Originated for Investment:

Specialty finance
$
637,843
$
677,345
$
509,165
$
2,000,799
$
1,392,944

Other commercial and industrial

93,905

104,178

140,452

303,030

377,515

Other

1,343

1,230

839

3,493

3,039

Total other loans originated for investment
$
733,091
$
782,753
$
650,456
$
2,307,322
$
1,773,498

Total loans originated for investment
$
2,280,165
$
2,977,123
$
2,538,989
$
7,280,559
$
7,902,238

~~Table~~

The Company also originated $119.2 million of ~~Contents~~

PPP loans during the nine months ended September 30, 2020. At September 30, 2020, all of these loans were classified as “Held-for-Sale”.

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 September 30, ~~2019,~~2020 multi-family loans represented ~~$30.3~~$32.1 billion, or ~~74%~~75%, of total loans and leases held for investment reflecting a ~~$385.5~~$942 million increase from the balance at December 31, ~~2018.~~2019. The average multi-family loan had a principal balance of ~~$6.2~~$6.6 million at the end of the current third quarter and an average weighted life of ~~2.1~~2.0 years.

~~At September 30, 2019, the~~

The majority of our multi-family loans were secured by rental apartment buildings. In addition, ~~77.6%~~at September 30, 2020, 78.4% of our multi-family loans were secured by buildings in the metro New York City area and ~~3.6%~~3.1% were secured by buildings elsewhere in New York State. The remaining multi-family loans were secured by buildings outside these markets, including in the four other states served by our retail branch offices.

~~At September 30, 2019, $18.3~~

In addition, $19.1 billion or ~~61%~~60% of the Company’s total multi-family portfolio is secured by properties in New York State and subject to ~~the new~~ rent regulation laws. The weighted average LTV of the rent regulated multi-family portfolio was ~~53.54%~~53.84% as of September 30, ~~2019.~~

2020 compared to 57.38% for the overall multi-family portfolio or 354 basis points lower.

While a small percentage of our multi-family loans are

ten-year

fixed rate credits, the vast majority of our multi-family loans feature a term of ten or twelve years, with a fixed rate of interest for the first five or seven years of the loan, and an alternative rate of interest in years six through ten or eight through twelve. The rate charged in the first five or seven years is generally based on intermediate-term interest rates plus a spread. During the remaining years, the loan resets to an annually adjustable rate that is tied to the prime rate of interest, plus a spread. Alternately, the borrower may opt for a fixed rate that is tied to the five-year fixed advance rate of the

FHLB-NY,

plus a spread. The fixed-rate option also requires the payment of one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial

five-or

seven-year term.

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

ten-year

multi-family loan that prepays in year three would generally be expected to pay a prepayment penalty equal to three percentage points of the remaining principal balance. A twelve-year multi-family loan that prepays in year one or two would generally be expected to pay a penalty equal to five percentage points.

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

Our success as a multi-family lender partly reflects the solid relationships we have developed with the market’s leading mortgage brokers, who are familiar with our lending practices, our underwriting standards, and our long-standing practice of basing our loans on the existing,

in-place

cash flows produced by the properties. The process of producing such loans is generally four to six weeks in duration and, because the multi-family market is largely broker-driven, the expense incurred in sourcing such loans is substantially reduced.

~~Table of Contents~~

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 120% on multi-family buildings, we obtain a security interest in the personal property located on the premises, and an assignment of rents and leases. Our multi-family loans generally represent no more than 75% of the lower of the appraised value or the sales price of the underlying property, and typically feature an amortization period of 30 years. In addition, 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.

Commercial Real Estate Loans

CRE loans represented ~~$7.0~~$6.9 billion, or ~~17.1%~~16%, of total loans and leases held for investment at the end of the current third quarter, a ~~$13.3~~$197 million decrease from the balance at December 31, ~~2018.~~2019. At September 30, ~~2019,~~2020, the average CRE loan had a principal balance of ~~$6.4~~$6.7 million and the average weighted life was ~~2.4~~2.3 years.

The CRE loans we produce are secured by income-producing properties such as office buildings, retail centers,

mixed-use

buildings, and multi-tenanted light industrial properties. At September 30, ~~2019, 86.4%~~2020, 85.2% of our CRE loans were secured by properties in the metro New York City area, while properties in other parts of New York State accounted for ~~2.6%~~2.3% of the properties securing our CRE credits, ~~while~~and properties located in all other states accounted for ~~11.0%~~12.5%, combined.

The terms of our CRE loans are similar to the terms of our multi-family credits. While a small percentage of our CRE loans feature

ten-year

fixed-rate terms, they primarily feature a fixed rate of interest for the first five or seven years of the loan that is generally based on intermediate-term interest rates plus a spread. During years six through ten or eight through twelve, the loan resets to an annually adjustable rate that is tied to the prime rate of interest, plus a spread. Alternately, the borrower may opt for a fixed rate that is tied to the five-year fixed advance rate of the

FHLB-NY

plus a spread. The fixed-rate option also requires the payment of an amount equal to one percentage point of the then-outstanding loan balance. In either case, the minimum rate at repricing is equivalent to the rate in the initial five- or seven-year term.

Prepayment penalties also apply to our CRE ~~loans, as they do our multi-family credits.~~loans. Depending on the remaining term of the loan at the time of prepayment, the penalties normally range from five percentage points to one percentage point of the then-current loan balance. If a loan extends past the fifth or seventh year and the borrower selects the fixed rate option, the prepayment penalties typically reset to a range of five points to one point over years six through ten or eight through twelve. Our CRE loans tend to refinance within two to three years of origination, as reflected in the expected weighted average life of the CRE portfolio noted above.

~~Acquisition, Development, and Construction Loans~~

~~The balance of ADC loans declined $110.3 million from December 31, 2018 representing 0.7% of total~~

~~held-for-investment~~

loans at the current third-quarter end. Because ADC loans are generally considered to have a higher degree of credit risk, especially during a downturn in the credit cycle, borrowers are required to provide a guarantee of repayment and completion. We had no recoveries against guarantees for the nine months ended September 30, 2019.

~~Table of Contents~~

~~C&I Loans~~

~~Our C&I loans are divided into two categories: specialty finance loans and leases and other C&I loans, as further described below.~~

Specialty Finance Loans and Leases

At September 30, ~~2019,~~2020, specialty finance loans and leases totaled ~~$2.4~~$3.1 billion of total loans and leases held for investment, up ~~$476.5~~$439 million compared to December 31, ~~2018,~~2019, representing ~~5.9%~~7.1% of total

held-for-investment

loans.

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 LIBOR, 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.

~~Other~~

C&I Loans

~~In the three months ended~~

At September 30, ~~2019, other~~2020, C&I loans totaled ~~$447.1~~$394.3 million compared to ~~$469.9~~$421.0 million at December 31, ~~2018.~~2019. Included in the

quarter-end

balance were taxi medallion-related loans of ~~$61.0~~$31.2 million, representing ~~0.15%~~0.1% of total

held-for-investment

loans at September 30, ~~2019.~~

~~In contrast to the loans produced by our specialty finance subsidiary, the other~~2020.

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 ~~other~~ C&I loans, both collateralized and unsecured, are made available to businesses for working capital (including inventory and accounts receivable), business expansion, the purchase of machinery and equipment, and other general corporate needs. In determining the term and structure of ~~other~~ C&I loans, several factors are considered, including the purpose, the collateral, and the anticipated sources of repayment. ~~Other~~ C&I loans are typically secured by business assets and personal guarantees of the borrower, and include financial covenants to monitor the borrower’s financial stability.

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

Acquisition, Development, and Construction Loans

ADC loans declined to $86.0 million at September 30, 2020 compared to $200.6 million at December 31, 2019, representing 0.20% of total held-for-investment loans at the current third-quarter end. Because ADC loans are generally considered to have a higher degree of credit risk, especially during a downturn in the credit cycle, borrowers are required to provide a guarantee of repayment and completion. .

One-to-Four

Family Loans

At September 30, ~~2019,~~

2020, one-to-four

family loans held for investment decreased to ~~$395.0~~$274.1 million, representing ~~0.97%~~0.64% of total loans held for investment at that date.

Other Loans

At September 30, ~~2019,~~2020, other loans totaled ~~$8.7~~$6.5 million and consisted primarily of overdraft loans and loans to

non-profit

organizations. We currently do not offer home equity loans or home equity lines of credit.

~~Table of Contents~~

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 Commercial Credit Committee and the Mortgage and Real Estate and Credit Committees of the Board, and the Board of Directors of the Bank.

C&I loans less than or equal to $3.0 million are approved by the joint authority of lending officers. C&I loans in excess of $3.0 million and all ~~multifamily,~~multi-family, CRE, ADC, and Specialty Finance loans regardless of amount are required to be presented to the Management Credit Committee for approval. ~~Multifamily,~~Multi-family, CRE, and C&I loans in excess of $5.0 million and Specialty ~~finance~~Finance in excess of $15.0 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.

All mortgage loans in excess of $50.0 million, specialty finance loans in excess of $15.0 million and all other C&I loans in excess of $5.0 million require approval by the Mortgage and Real Estate Committee or the Credit Committee of the Board, as applicable.

In addition, all loans of $20.0 million or more originated by the Bank continue to be reported to the Board of Directors.

At September 30, ~~2019,~~2020, the largest mortgage loan in our portfolio was a ~~$246.0~~$329.0 million multi-family loan originated by the Bank on ~~February~~May 8, 2018 that is collateralized by six properties in Brooklyn, New York. As of the date of this report, the loan has been current since origination.

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 September 30, ~~2019:~~2020:

	At September 30, 2020
	Multi-Family Loans					Commercial Real Estate Loans
(dollars in thousands)	Amount		Percent of Total			Amount		Percent of Total
New York City:
Manhattan	$	7,753,220		24.15	%	$	3,261,423		47.37	%
Brooklyn		5,901,937		18.39	%		511,257		7.42	%
Bronx		3,943,355		12.28	%		157,439		2.28	%
Queens		2,697,480		8.40	%		569,752		8.28	%
Staten Island		129,962		0.41	%		50,846		0.74	%
Total New York City	$	20,425,954		63.63	%	$	4,550,717		66.09	%
New Jersey		4,116,308		12.82	%		571,836		8.31	%
Long Island		635,087		1.98	%		744,725		10.82	%
Total Metro New York	$	25,177,349		78.43	%	$	5,867,278		85.22	%
Other New York State		995,674		3.10	%		157,496		2.29	%
All other states		5,927,258		18.47	%		859,893		12.49	%
Total	$	32,100,281		100.00	%	$	6,884,667		100.00	%

At September 30, 2019

Multi-Family Loans

Commercial Real Estate Loans

(dollars in thousands)

Amount

Percent
of Total

Amount

Percent
of Total

New York City:

Manhattan
$
7,610,013

25.14
% $
3,417,963

48.93
%
Brooklyn

5,354,342

17.69

531,293

7.61

Bronx

3,900,616

12.89

120,498

1.73

Queens

2,532,967

8.37

594,659

8.51

Staten Island

81,168

0.27

54,066

0.77

Total New York City
$
19,479,106

64.36
% $
4,718,479

67.55
%

New Jersey

3,447,539

11.39

499,613

7.15

Long Island

544,474

1.80

813,975

11.65

Total Metro New York
$
23,471,119

77.55
% $
6,032,067

86.35
%

Other New York State

1,089,788

3.60

186,609

2.67

All other states

5,708,502

18.85

766,892

10.98

Total
$
30,269,409

100.00
% $
6,985,568

100.00
%

At September 30, ~~2019,~~2020, the largest concentration of ADC loans held for investment was located in Metro New York, ~~City,~~ with a total of ~~$233.5 million.~~$69.2 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.

Outstanding Loan Commitments

At September 30, ~~2019,~~2020, we had outstanding loan commitments of ~~$2.3~~$2.7 billion, ~~down $242.9 million~~as compared to $2.0 billion from the level at December 31, ~~2018.~~

~~Table of Contents~~

2019.

Multi-family, CRE, ADC and ~~ADC~~1-4 family loans together represented ~~$774.9~~$660.4 million of

held-for-investment

loan commitments at the end of the quarter, while other loans represented ~~$1.5~~$2.1 billion. Included in the latter amount were commitments to originate specialty finance loans and leases of ~~$1.0~~$1.5 billion and commitments to originate other C&I loans of ~~$324.1~~$546.4 million.

In addition to loan commitments, we had commitments to issue financial

stand-by,

performance

stand-by,

and commercial letters of credit totaling ~~$499.8~~$389.7 million at September 30, ~~2019, an $8.3~~2020, a $120.2 million decrease from the volume at December 31, ~~2018.~~2019. The fees we collect in connection with the issuance of letters of credit are included in Fee Income in the Consolidated Statements of Income and Comprehensive Income.

Asset Quality

Non-Performing

Loans and Repossessed Assets

~~Total~~

NPAs ~~increased 8% to $67.9~~at September 30, 2020 were $54.9 million, down 13% compared to the level at June 30, 2020 or 0.10% of total assets compared to 0.12% of total assets at the end of the second quarter of ~~the year, as the level of~~

~~non-accrual~~

~~loans rose while repossessed assets~~2020.

Total NPLs at September 30, 2020 were ~~unchanged. Total~~

~~non-performing~~

~~loans rose 9% to $56.2~~$45.4 million, down $8.3 million or ~~0.14%~~16% compared to June 30, 2020. This translates into 0.11% of total ~~loans.~~loans compared to 0.13% at June 30, 2020. Included in ~~this amount is $33.6~~the third quarter total was $24.4 million of

non-accrual

taxi medallion-related loans ~~up modestly~~ compared to ~~the prior quarter.~~ $26.0 million at June 30, 2020.

Total repossessed assets at the end of ~~$11.7~~the third quarter of 2020 were $9.5 million, ~~were~~ unchanged compared to the ~~previous quarter. Included in this~~ amount ~~is $9.7~~at the end of the second quarter of 2020. At both September 30, 2020 and June 30, 2020, repossessed assets included $7.6 million of repossessed taxi ~~medallions, also unchanged compared to the previous quarter. As of~~medallions. At September 30, ~~2019, our~~2020, the Company’s remaining taxi medallion-related ~~loans~~assets totaled ~~$61.0~~$38.8 million, down $1.6 million or 4% compared to ~~$65.3 million at~~ June 30, ~~2019.~~

~~Net charge-offs for~~2020.

For the three months ended September 30, ~~2019 totaled $6.5~~2020, the Company reported a net recovery of $901,000 compared to net charge-offs of $3.8 million or ~~0.02%~~0.01% of average loans ~~and down 12%~~in the previous quarter. Included in the September 30, 2020 results was a $1.2 million recovery on previously charged off taxi medallion loans compared to ~~$7.4~~$3.0 million in net charge-offs at June 30, 2020.

For the nine months ended September 30, 2020, net charge-offs totaled $13.1 million or ~~0.02%~~0.03% of average loans ~~for the three months ended June 30, 2019. Included in this amount was $2.7 million of taxi medallion-related charge-offs~~ compared to ~~$2.0~~$15.8 million ~~last quarter. Net charge-offs~~or 0.04% of average loans for the nine months ended September 30, ~~2019 totaled $15.8 million or 0.04% of average loans, up $1.9 million or 14% compared to~~2019. Included in the net charge-off amounts for the nine months ended September 30, ~~2018. Included in these~~2020 and 2019, net charge-off amounts were $8.6 million and $6.8 million, respectively, of taxi medallion-related ~~charge-offs of $6.8 million and $9.7 million, respectively.~~

charge-offs.

The following table presents our

non-performing

loans by loan type and the changes in the respective balances from December 31, ~~2018~~2019 to September 30, ~~2019:~~2020:

					Change from December 31, 2019 to September 30, 2020
(dollars in thousands)	September 30, 2020		December 31, 2019		Amount			Percent
Non-Performing Loans:
Non-accrual mortgage loans:
Multi-family	$	4,068	$	5,407	$	(1,339	)		-25	%
Commercial real estate		12,673		14,830		(2,157	)		-15	%
One-to-four family		1,706		1,730		(24	)		-1	%
Acquisition, development, and construction		—		—		—			—
Total non-accrual mortgage loans		18,447		21,967		(3,520	)		-16	%
Non-accrual other loans ⁽¹⁾		26,904		39,276		(12,372	)		-32	%
Total non-performing loans	$	45,351	$	61,243	$	(15,892	)		-26	%

Change from
December 31, 2018
to
September 30, 2019

(dollars in thousands)

September 30,
2019

December 31,
2018

Amount

Percent

Non-Performing
Loans:

Non-accrual
mortgage loans:

Multi-family
$
5,793
$
4,220
$
1,573

37.27
%
Commercial real estate

5,563

3,021

2,542

84.14

One-to-four
family

2,040

1,651

389

23.56

Acquisition, development, and construction

—

—

—

—

Total
non-accrual
mortgage loans

13,396

8,892

4,504

50.65

Non-accrual
other loans
(1)

42,797

36,614

6,183

16.89

Total
non-performing
loans
$
56,193
$
45,506
$
10,687

23.48
%

(1)	Includes ~~$33.6~~$24.4 million and ~~$35.5~~$30.4 million of non-accrual taxi medallion-related loans at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

The following table sets forth the changes in

non-performing

loans over the nine months ended September 30, ~~2019:~~2020:

(in thousands)
Balance at December 31, 2019	$	61,243
New non-accrual		10,696
Charge-offs		(15,107	)
Transferred to repossessed assets		(166	)
Loan payoffs, including dispositions and principal pay-downs		(9,499	)
Restored to performing status		(1,816	)
Balance at September 30, 2020	$	45,351

(in thousands)

Balance at December 31, 2018
$
45,506

New
non-accrual

35,823

Charge-offs

(8,596
)
Transferred to repossessed assets

(3,129
)
Loan payoffs, including dispositions and principal
pay-downs

(13,411
)
Restored to performing status

—

Balance at September 30, 2019
$
56,193

~~Table of Contents~~

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 wethe Company no longer ~~expect~~expects to collect all amounts due according to the contractual terms of the loan agreement. When a loan is placed on

non-accrual

status, ~~we cease~~management ceases the accrual of interest owed, and previously accrued interest is ~~reversed and~~ charged against interest income. ~~At September 30, 2019 and December 31, 2018, all of our~~

~~non-performing~~

~~loans were~~

~~non-accrual~~

~~loans.~~ A loan is generally returned to accrual status when the loan is current and ~~we have~~management has reasonable assurance that the loan will be fully collectible.

Interest income on non-accrual loans is recorded when received in cash. At September 30, 2020 and December 31, 2019, 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 not our policy to obtain updated appraisals for performing loans. However, appraisals may be ordered for performing loans when a borrower requests an increase in the loan amount, a modification in loan terms, or an extension of a maturing loan. We do not analyze ~~current~~ LTVs on a portfolio-wide basis.

Non-performing

loans are reviewed regularly by management and discussed on a monthly basis with the Management Credit Committee, the Commercial and the Mortgage and Real Estate Credit Committees of the Board, 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 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 approval, with a member of the Mortgage or Credit Committee participating in inspections on multi-family loans to be originated in excess of $7.5 million, and a member of the Mortgage or Credit Committee participating in inspections on CRE loans to be originated in excess of $4.0 million. 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.

~~Table of Contents~~

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 120% for multi-family loans and 130% for CRE loans. Although we typically lend up to 75% of the appraised value on multi-family buildings and up to 65% on commercial properties, the average LTVs of such credits at origination were below those amounts at September 30, ~~2019.~~2020. Exceptions to these LTV limitations are minimal and are reviewed on a

case-by-case

basis.

The repayment of loans secured by commercial real estate is often dependent on the successful operation and management of the underlying properties. To minimize our credit risk, we originate CRE loans in adherence with conservative underwriting standards, and require that such loans qualify on the basis of the property’s current income stream and DSCR. The approval of a 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.

~~In addition,~~

~~one-to-four~~

family loans, ADC loans, and other loans represented 0.97%, 0.73%, and 7.0%, respectively, of total loans and leases held for investment at September 30, 2019, comparable to the levels at December 31, 2018. Furthermore, at the end of the current third quarter, only 1.5% of our other loans and 0.52% of

~~one-to-four~~

~~family loans were~~

~~non-performing~~

~~at that date, while we had no~~

~~non-performing~~

~~ADC loans.~~

~~Table of Contents~~

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, ~~2018~~2019 to September 30, ~~2019:~~2020:

					Change from December 31, 2019 to September 30, 2020
(dollars in thousands)	September 30, 2020		December 31, 2019		Amount			Percent
Loans 30-89 Days Past Due:
Multi-family	$	378	$	1,131	$	(753	)		-67	%
Commercial real estate		2,617		2,545		72			3	%
One-to-four family		2,078		—		2,078		NM
Acquisition, development, and construction		—		—		—			—
Other loans ⁽¹⁾		56		44		12			27	%
Total loans 30-89 days past due	$	5,129	$	3,720	$	1,409			38	%

Change from
December 31, 2018 to
September 30, 2019

(dollars in thousands)

September 30,
2019

December 31,
2018

Amount

Percent

Loans
30-89
Days Past Due:

Multi-family
$
—
$
—
$
—

—
%
Commercial real estate

9,750

—

9,750

NM

One-to-four
family

—

9

(9
)
NM

Acquisition, development, and construction

—

—

—

—

Other loans
(1)

489

555

(66
)
(11.89
)

Total loans
30-89
days past due
$
10,239
$
564
$
9,675

1,715.43
%

(1)	~~Includes $483,000 and $530,000 of~~ ~~non-accrual~~ Does not include any past due taxi medallion-related loans at September 30, ~~2019~~2020 and December 31, ~~2018, respectively~~ . 2019.

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.

Reflecting management’s assessment of the allowance for loan losses, the Company reported a provision for loan losses of $4.8 million compared to a provision for loan losses of $1.8 million in the previous quarter. On a

~~year-to-date~~

~~basis, the Company reported a provision for loan losses of $5.4 million compared to a provision for loan losses of $15.5 million in the first nine months of 2018.~~

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

At September 30, ~~2019,~~2020, our three largest

non-performing

loans were ~~two~~one CRE loan with a balance of $9.8 million, one C&I ~~loans~~loan with ~~balances~~a balance of ~~$7.2 million and $2.8~~$2.0 million, and a multi-family loan with a balance of ~~$3.7~~$1.8 million. ~~The borrower with the $7.2 million~~

~~non-performing~~

~~loan also has a $599,000~~

~~non-performing~~

~~loan as part of his relationship.~~

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 September 30, ~~2019,~~

2020, non-accrual

TDRs included taxi medallion-related loans with a combined balance of ~~$27.4~~$23.0 million.

~~Table of Contents~~

At September 30, ~~2019,~~2020, loans on which concessions were made with respect to rate reductions and/or extensions of maturity dates totaled ~~$35.2~~$26.9 million; loans in connection with which forbearance agreements were reached totaled ~~$8.1~~$15.0 million at that date.

Based on the number of loans performing in accordance with their revised terms, our success rates for restructured ~~multi-family~~CRE loans, ~~and ADC loans were~~was 100%. The success rates for restructured

one-to-four

family and other loans were ~~50%~~33% and ~~88%~~18%, respectively, at September 30, ~~2019.~~

2020.

Analysis of Troubled Debt Restructurings

The following table sets forth the changes in our TDRs over the nine months ended September 30, ~~2019:~~2020:

(in thousands)	Accruing			Non-Accrual			Total
Balance at December 31, 2019	$	1,254		$	39,245		$	40,499
New TDRs		15,119			5,910			21,029
Charge-offs					(12,698	)		(12,698	)
Loan payoffs, including dispositions and principal pay-downs		(468	)		(6,459	)		(6,927	)
Balance at September 30, 2020	$	15,905		$	25,998		$	41,903

(in thousands)

Accruing

Non-Accrual

Total

Balance at December 31, 2018
$
9,162
$
25,719
$
34,881

New TDRs

865

26,627

27,492

Charge-offs

—

(7,294
)
(7,294
)
Transferred to repossessed assets

—

(189
)
(189
)
Loan payoffs, including dispositions and principal
pay-downs

(6,813
)
(4,744
)
(11,557
)

Balance at September 30, 2019
$
3,214
$
40,119
$
43,333

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 nine months ended September 30, ~~2019,~~2020, no such additions were made. Furthermore, the terms of our restructured loans typically would not restrict us from cancelling outstanding commitments for other credit facilities to a borrower in the event of

non-payment

of a restructured loan.

Except for the

non-accrual

loans and TDRs disclosed in this filing, we did not have any potential problem loans at the end of the current ~~third~~ 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.

~~Table~~

Loan Deferrals

Under U.S. GAAP, banks are required to assess modifications to a loan’s terms for potential classification as a TDR. A loan to a borrower experiencing financial difficulty is classified as a TDR when a lender grants a concession that it would otherwise not consider, such as a payment deferral or interest concession. In order to encourage banks to work with impacted borrowers, the CARES Act and bank regulators have provided relief from TDR accounting. The main benefits of ~~Contents~~TDR relief include a capital benefit in the form of reduced risk-weighted assets, as TDRs are more heavily risk-weighted for capital purposes; aging of the loans is frozen, i.e., they will continue to be reported in the same delinquency bucket they were in at the time of modification; and the loans are generally not reported as non-accrual during the modification period.

Under the CARES Act, the Company made the election to deem that loan modifications do not result in TDRs if they are (1) related to the novel coronavirus disease (“COVID-19”); (2) executed on a loan that was not more than 30 days past due as of December 31, 2019; and (3) executed between March 1, 2020, and the earlier of (A) 60 days after the date of termination of the COVID-19 national emergency declaration or (B) December 31, 2020.

During the second quarter of 2020, the Company implemented various loan modification programs with some of its borrowers, in accordance with the CARES Act and interagency regulatory guidance. These modifications were primarily full payment deferrals for an initial six month period, with the ability to extend again at the end of the deferral period, at the Bank’s discretion. Most of these deferrals were entered into during April and May, and were therefore, they were eligible to come off of their deferral period beginning in the fourth quarter of 2020. Accordingly, at September 30, 2020, there were no material changes in the level of loan deferrals. As of September 30, 2020, multi-family and CRE full payment deferrals totaled $5.8 billion or 13.5% of their respective portfolios, compared to $5.9 billion, or 15.5% of their respective portfolios as of June 30, 2020.

Between June 30, 2020 and October 31, 2020, the Company had $3.1 billion of loan deferrals eligible to come off of their deferral period. As of October 31, 2020, 98% of these deferrals returned to payment status, while the remaining 2% or $48 million have come off deferral but are still due for their first payment. We continue to work with these borrowers on a case-by-case basis to provide additional assistance, if needed, in line with regulatory guidance and the CARES Act.

Total multi-family and CRE full payment deferrals declined 48% to $3.1 billion compared to $5.9 billion at June 30, 2020. This represents 8.0% of their respective portfolios compared to 15.5%. Going forward, we have an additional $3.1 billion of loan deferrals eligible to come off of their deferral periods, $2.9 billion of which are scheduled to do so in November 2020.

The following tables reflect, as of October 22, 2020, the aggregate amount of deferred multi-family and CRE loans by various category.

	Total Deferred		Total Portfolio		Deferred as a% of Total Portfolio
(in millions)
Multi-family	$	1,929.6	$	32,029.1		6.0	%
CRE		1,181.6		6,884.8		17.2	%
Total	$	3,111.1	$	38,913.9		8.0	%

	Amount in Deferral		Outstanding Balance		Deferred as a% of Outstanding Balance			Weighted- Average LTV
(in millions)
Multi-family	$	1,929.6	$	32,029.1		6.0	%		58.20	%
CRE:
Office	$	800.7	$	3,426.8		23.4	%		52.1	%
Retail		189.8		1,718.5		11.0	%		59.9	%
Mixed use		57.7		701.0		8.2	%		44.4	%
Condo/ Co-op		81.4		264.4		30.8	%		43.8	%
Industrial		41.7		298.1		14.0	%		55.4	%
Other		10.2		476.0		2.1	%		51.3	%
Sub-total CRE	$	1,181.6	$	6,884.8		17.2	%		52.5	%
Total multi-family and CRE	$	3,111.1	$	38,913.9		8.0	%		56.0	%

Note: there were no material changes to loan deferrals from October 22nd to October 31st.

Additionally, the allowance for credit losses on accrued interest receivable on loans, including loans in the deferral program, was $943,000, as of September 30, 2020.

Asset Quality Analysis

The following table presents information regarding our consolidated allowance for loan and lease losses, our

non-performing

assets, and our 30 to 89 days past due loans at September 30, ~~2019~~2020 and December 31, ~~2018.~~2019.

(dollars in thousands)	At or For the Nine Months Ended September 30, 2020			At or For the Year Ended December 31, 2019
Allowance for Loan and Lease Losses:
Balance at beginning of period	$	147,638		$	159,820
CECL day 1 transition adjustment		1,911			—
Provision for loan losses		51,837			7,105
Charge-offs:
Multi-family		—			(659	)
Commercial real estate		—			—
One-to-four family residential		2			(954	)
Acquisition, development, and construction		—			—
Other loans		15,398			(18,694	)
Total charge-offs		15,400			(20,307	)
Recoveries:
Multi-family		—			—
Commercial real estate		755			—
One-to-four family residential		—			—
Acquisition, development, and construction		62			61
Other loans		1,504			959
Total recoveries		2,321			1,020
Net charge-offs		13,079			(19,287	)
Balance at end of period	$	188,307		$	147,638
Non-Performing Assets:
Non-accrual mortgage loans:
Multi-family	$	4,068		$	5,407
Commercial real estate		12,673			14,830
One-to-four family residential		1,706			1,730
Acquisition, development, and construction		—			—
Total non-accrual mortgage loans		18,447			21,967
Other non-accrual loans		26,904			39,276
Total non-performing loans	$	45,351		$	61,243
Repossessed assets (1)		9,526			12,268
Total non-performing assets	$	54,877		$	73,511
Asset Quality Measures:
Non-performing loans to total loans		0.11	%		0.15	%
Non-performing assets to total assets		0.10			0.14
Allowance for loan and lease losses to non-performing loans		415.22			241.07
Allowance for loan and lease losses to total loans		0.44			0.35
Net charge-offs during the period to average loans outstanding during the period		0.03			0.05
Loans 30-89 Days Past Due:
Multi-family	$	378		$	1,131
Commercial real estate		2,617			2,545
One-to-four family residential		2,078			—
Acquisition, development, and construction		-			—
Other loans		56			44
Total loans 30-89 days past due	$	5,129		$	3,720

(dollars in thousands)

At or For the
Nine Months Ended
September 30, 2019

At or For the
Year Ended
December 31, 2018

Allowance for Loan Losses:

Balance at beginning of period
$
159,820
$
158,046

Provision for losses

5,403

18,256

Charge-offs:

Multi-family

(437
)
(34
)
Commercial real estate

—

(3,191
)
One-to-four
family residential

(949
)
—

Acquisition, development, and construction

—

(2,220
)
Other loans

(15,010
)
(12,897
)

Total charge-offs

(16,396
)
(18,342
)
Recoveries:

Multi-family

—

—

Commercial real estate

—

137

One-to-four
family residential

—

—

Acquisition, development, and construction

43

127

Other loans

563

1,596

Total recoveries

606

1,860

Net charge-offs

(15,790
)
(16,482
)

Balance at end of period
$
149,433
$
159,820

Non-Performing
Assets:

Non-accrual
mortgage loans:

Multi-family
$
5,793
$
4,220

Commercial real estate

5,563

3,021

One-to-four
family residential

2,040

1,651

Acquisition, development, and construction

—

—

Total
non-accrual
mortgage loans

13,396

8,892

Other
non-accrual
loans

42,797

36,614

Total
non-performing
loans
$
56,193
$
45,506

Repossessed assets
(1)

11,691

10,794

Total
non-performing
assets
$
67,884
$
56,300

Asset Quality Measures:

Non-performing
loans to total loans

0.14
%
0.11
%
Non-performing
assets to total assets

0.13

0.11

Allowance for loan losses to
non-performing
loans

265.93

351.21

Allowance for loan losses to total loans

0.37

0.40

Net charge-offs during the period to average loans outstanding during the period

0.04

0.04

Loans
30-89
Days Past Due:

Multi-family
$
—
$
—

Commercial real estate

9,750

—

One-to-four
family residential

—

9

Acquisition, development, and construction

—

—

Other loans

489

555

Total loans
30-89
days past due
(2)
$
10,239
$
564

(1)	Includes ~~$9.7~~$7.6 million and ~~$8.2~~$10.3 million of repossessed taxi medallions at September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, respectively.

~~(2)~~

~~Includes $483,000 and $530,000 of taxi medallion loans at September 30, 2019 and December 31, 2018, respectively.~~

~~Table of Contents~~

Geographical Analysis of

Non-Performing

Loans

The following table presents a geographical analysis of our

non-performing

loans at September 30, ~~2019:~~2020:

(in thousands)
New York	$	42,046
New Jersey		2,293
All other states		1,012
Total non-performing loans	$	45,351

(in thousands)

New York
$
48,319

New Jersey

6,619

Arizona

329

All other states

926

Total
non-performing
loans
$
56,193

Securities

~~Securities increased $243.3~~

At September 30, 2020, total securities were down $620.7 million ~~from December 31, 2018, up 6% annualized,~~compared to $5.9 billion ~~or 11.2%~~at December 31, 2019 as our securities purchases have been limited due to the low interest rate environment. At September 30, 2020, securities represented 9.6% of total assets compared to 11.0% at ~~September 30, 2019. During the second quarter of 2017, we reclassified our entire securities portfolio as~~

~~“Available-for-Sale”.~~

~~Accordingly, at September 30, 2019 and~~ December 31, ~~2018, we had no securities designated as~~

~~“Held-to-Maturity”.~~

~~During the current third quarter, the Company purchased $20.2 million of CRA - qualified loans. Subsequently, the loans were securitized and transfered to the securities portfolio.~~2019. At September 30, ~~2019, 35%~~2020, 33% of the securities portfolio was tied to floating ~~rates, 31% of which is currently at floating rates, mainly one and three month LIBOR and prime.~~

rates.

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 September 30, ~~2019~~2020 and December 31, ~~2018,~~2019, the Bank held

FHLB-NY

stock in the amount of ~~$606.4~~$697.5 million and ~~$644.6~~$647.6 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 ~~$9.2~~8.9 million and ~~$10.4~~$9.2 million, respectively, in the three months ended September 30, 2020 and 2019. For the nine months ended September 30, 2020 and 2019, dividends from the FHLB-NY totaled $27.8 million and ~~2018.~~

$30.0 million respectively.

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 ~~both~~ an increase in the cash surrender value of the underlying policies, ~~and additional purchases,~~ our investment in BOLI increased ~~$51.1~~$14.0 million to ~~$1.0~~$1.2 billion at September 30, ~~2019~~2020 compared to ~~$977.6 million~~$1.1 billion at December 31, ~~2018.~~

2019.

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 September 30, ~~2019~~2020 and December 31, ~~2018.~~2019. For more information about the Company’s goodwill, see the discussion of “Critical Accounting Policies” earlier in this report.

Sources of Funds

The Parent Company (i.e., the Company on an unconsolidated basis) has three primary funding sources for the payment of dividends, share repurchases, and other corporate uses: dividends paid to the Company by the ~~Banks;~~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 ~~$6.6~~$8.1 billion in the nine months ended September 30, ~~2019,~~2020, up ~~$125.5 million~~$1.5 billion from the ~~$6.5~~$6.6 billion recorded in the year-earlier nine months. Cash flows from the repayment and sales of securities totaled ~~$1.9~~$2.1 billion and ~~$725.3 million,~~$1.9 billion, respectively, in the corresponding periods, while purchases of securities totaled ~~$2.1~~$1.5 billion and $2.1 billion, respectively.

Deposits

Our ability to retain and attract deposits depends on numerous factors, including customer satisfaction, the rates of interest we pay, the types of products we offer, and the attractiveness of their terms. 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.

~~Table of Contents~~

At September 30, ~~2019, total~~2020, our deposits ~~of $31.6~~totaled $31.7 billion, ~~were~~ up ~~$807.7~~$47.8 million as compared to the level ~~recorded~~ at December 31, ~~2018. CDs represented 45.2% of total deposits at~~2019. At the end of the current third quarter, ~~and~~ total deposits represented ~~60.1%~~57.7% of total assets, ~~at that date.~~

while CDs represented 34.7% of our total deposits.

Included in the September 30, ~~2019~~2020 balance of deposits were business institutional deposits of ~~$1.0~~$1.1 billion and municipal deposits of ~~$1.4 billion,~~$726.0 million, as compared to ~~$1.8~~$1.1 billion and ~~$961.9~~$990.2 million, respectively, at December 31, ~~2018.~~2019. Brokered deposits rose ~~$841.1~~$39.7 million during the ~~first nine months~~third quarter of the year to ~~$4.8~~$5.3 billion, reflecting a ~~$461.3~~$147.9 million ~~decrease~~increase in brokered money market accounts to ~~$1.4~~$2.8 billion and a ~~$1.2 billion increase~~$404.3 million decrease in brokered CDs to ~~$2.5~~$1.2 billion. In addition, at September 30, ~~2019,~~2020, we had ~~$938.1 million~~$1.4 billion of brokered interest bearing checking accounts, an increase of ~~$151.9~~$296.1 million from December 31, ~~2018.~~2019. 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.

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. As of September 30, ~~2019,~~2020, the balance of borrowed funds ~~decreased $581.5 million~~increased $1.1 billion from

year-end

~~2018~~ 2019 to ~~$13.6~~$15.7 billion, representing ~~25.9%~~28.6% of total assets, at that date. The majority of the ~~decrease~~increase was related to a ~~lower balance~~greater level of wholesale borrowings.

~~Wholesale Borrowings~~

Wholesale borrowings ~~declined $582.0 million~~rose $1.1 billion from the

year-end

~~2018~~ 2019 amount to ~~$13.0~~$15.0 billion. FHLB-NY advances increased $1.1 billion ~~representing 24.7% of total assets at September 30, 2019.~~

~~FHLB-NY~~

~~advances decreased $882.0 million~~ since December 31, ~~2018,~~2019, to ~~$12.2~~$14.2 billion, while the balance of repurchase agreements was $800.0 million at September 30, ~~2019 and $500 million~~2020, unchanged from the balance at December 31, ~~2018.~~

2019.

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 intends to use the net proceeds from the ~~Offering~~offering for general corporate purposes, which may include opportunistic repurchases of shares of its common stock pursuant to its previously announced share repurchase program. The Notes were offered to the public at 100% of their face amount. At September 30, ~~2019,~~2020, the balance of subordinated notes was ~~$294.9~~$295.5 million, which excludes certain costs related to their issuance.

Junior Subordinated Debentures

Junior subordinated debentures totaled ~~$359.8~~$360.2 million at September 30, ~~2019,~~2020, comparable to the balance at December 31, ~~2018.~~

2019.

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~~

(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).

~~Table of Contents~~

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 ~~challenge~~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 ~~managed~~manage our interest rate risk by taking the following actions: (1) We have continued to emphasize the origination and retention of intermediate-term assets, primarily in the form of multi-family and CRE loans; (2) We have continued the origination of certain C&I loans that feature floating interest rates; (3) We ~~replaced~~replace maturing wholesale borrowings with longer term ~~borrowings, including some with callable features;~~borrowings; and (4) WeIn 2019, we entered into an interest rate swap with a notional amount of $2.0 billion to hedge certain real estate loans.

LIBOR Transition Process

On July 27, 2017, the U.K. Financial Conduct Authority (FCA), which regulates LIBOR, announced that it will no longer persuade or compel banks to submit rates for the calculation of LIBOR after 2021. ~~Accordingly,~~The FRB established the ~~FRB~~Alternative Reference Rate Committee (“ARRC”), comprised of a group of private market participants and other members, representing banks and financial sector regulators, to identify a set of alternative reference rates for potential use as benchmarks. The ARRC has recommended ~~an alternative index dubbed~~ the Secured Overnight Financing Rate or “SOFR”. as the preferred alternative rate to U.S. dollar LIBOR.

The Bank has established a

sub-committee

of its ALCO to address issues related to the

phase-out

and ultimate transition away from LIBOR to an alternate rate. This

sub-committee

is led by our ~~ERM group~~Chief Accounting Officer and consists of personnel from various departments throughout the Bank including lending, loan administration, credit risk management, finance/treasury, ITincluding interest rate risk and liquidity management, information technology, and operations. The Company has LIBOR-based contracts that extend beyond 2021 included in loans and leases, securities, wholesale borrowings, derivative financial instruments and long-term debt. The

sub-committee

has reviewed contract fallback language and noted that certain contracts will need updated provisions for the transition and is coordinating with impacted business lines.

While the ARRC has recommended SOFR as the replacement for LIBOR, there is acknowledgment that the development of a credit sensitive element could be a complement to SOFR. At this time, it is unclear as to the likelihood and timing of this occurring, but such a development could have an impact on our transition efforts.

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.

~~Table of Contents~~

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 September 30, ~~2019,~~2020, our

one-year

gap was a negative ~~13.12%~~5.46%, compared to a negative ~~22.56%~~6.92% at June 30, 2020 and a negative 12.31% at December 31, ~~2018.~~2019. The change in our

one-year

gap from December 31, 2019, primarily reflects ~~an increase in expected prepayments on loans coupled with the addition of the previously mentioned interest rate swap, partially offset by an increase~~a decrease in CDs and borrowings maturing within one year.

The table on the following page sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at September 30, ~~2019~~2020 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 September 30, ~~2019~~2020 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 ~~12%~~25.25% per annum; for multi-family and CRE loans, prepayment rates are forecasted at weighted average CPRs of ~~20%~~19.87% and ~~12%~~11.95% 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 ~~60%~~77% for the first five years and ~~40%~~23% for years six through ten. Interest-bearing checking accounts were assumed to decay at a rate of ~~69%~~88% for the first five years and ~~31%~~12% for years six through ten. The decay assumptions reflect the prolonged low interest rate environment and the uncertainty regarding future depositor behavior. Including those accounts having specified repricing dates, money market accounts were assumed to decay at a rate of ~~83%~~94% for the first five years and ~~17%~~6% for years six through ten.

	At September 30, 2020
(dollars in thousands)	Three Months or Less			Four to Twelve Months			More Than One Year to Three Years			More Than Three Years to Five Years			More Than Five Years to 10 Years			More Than 10 Years			Total
INTEREST-EARNING ASSETS:
Mortgage and other loans ⁽¹⁾	$	6,783,175		$	9,471,068		$	15,909,341		$	8,460,572		$	2,159,712		$	—		$	42,783,868
Mortgage-related securities ⁽²⁾⁽³⁾		370,247			430,805			781,492			369,304			478,362			222,787			2,652,997
Other securities ⁽²⁾		1,860,438			264,557			30,802			38,575			312,923			770,936			3,278,231
Interest-earning cash and cash equivalents		1,317,779			-			-			-			-			-			1,317,779
Total interest-earning assets		10,331,639			10,166,430			16,721,635			8,868,451			2,950,997			993,723			50,032,875
INTEREST-BEARING LIABILITIES:
Interest-bearing checking and money market accounts		6,970,894			1,037,662			1,748,974			892,705			1,043,747			-			11,693,982
Savings accounts		2,090,294			1,118,148			796,290			560,023			1,400,226			-			5,964,981
Certificates of deposit		5,442,628			4,997,871			360,169			189,197			215			-			10,990,080
Borrowed funds		1,188,926			650,000			5,122,661			300,000			8,280,000			141,716			15,683,303
Total interest-bearing liabilities		15,692,742			7,803,681			8,028,094			1,941,925			10,724,188			141,716			44,332,346
Interest rate sensitivity gap per period ⁽⁴⁾	$	(5,361,103	)	$	2,362,749		$	8,693,541		$	6,926,526		$	(7,773,191	)	$	852,007		$	5,700,529
Cumulative interest rate sensitivity gap	$	(5,361,103	)	$	(2,998,354	)	$	5,695,187		$	12,621,713		$	4,848,522		$	5,700,529
Cumulative interest rate sensitivity gap as a percentage of total assets		-9.76	%		-5.46	%		10.37	%		22.98	%		8.83	%		10.38	%
Cumulative net interest- earning assets as a percentage of net interest- bearing liabilities		65.84	%		87.24	%		118.07	%		137.71	%		110.97	%		112.86	%

~~Table of Contents~~

At September 30, 2019

(dollars in thousands)

Three
Months or Less

Four to
Twelve
Months

More Than
One Year
to Three Years

More Than
Three Years
to Five Years

More Than
Five Years
to 10 Years

More
Than
10 Years

Total

INTEREST-EARNING ASSETS:

Mortgage and other loans
(1)
$
6,114,934
$
8,216,484
$
15,280,964
$
9,231,977
$
1,736,670
$
206,999
$
40,788,028

Mortgage-related securities
(2)(3)

178,235

232,957

809,629

659,656

745,240

715,962

3,341,679

Other securities
(2)

2,299,027

400,778

125,586

63,549

193,702

36,618

3,119,260

Interest-earning cash and cash equivalents

700,095

—

—

—

—

—

700,095

Total interest-earning assets

9,292,291

8,850,219

16,216,179

9,955,182

2,675,612

959,579

47,949,062

INTEREST-BEARING LIABILITIES:

Interest-bearing checking and money market accounts

4,376,796

812,842

1,481,637

882,876

2,406,252

—

9,960,403

Savings accounts

812,020

990,851

661,428

443,156

1,910,242

—

4,817,697

Certificates of deposit

3,754,894

9,279,604

1,033,919

195,715

38

—

14,264,170

Borrowed funds

1,882,926

3,125,000

1,297,661

—

7,180,000

140,773

13,626,360

Total interest-bearing liabilities

10,826,636

14,208,297

4,474,645

1,521,747

11,496,532

140,773

42,668,630

Interest rate sensitivity gap per period
(4)
$
(1,534,345
) $
(5,358,078
) $
11,741,534
$
8,433,435
$
(8,820,920
) $
818,806
$
5,280,432

Cumulative interest rate sensitivity gap
$
(1,534,345
) $
(6,892,423
) $
4,849,111
$
13,282,546
$
4,461,625
$
5,280,432

Cumulative interest rate sensitivity gap as a percentage of total assets

(2.92
)%
(13.12
)%
9.23
%
25.28
%
8.49
%
10.05
%
Cumulative net interest-earning assets as a percentage of net interest-bearing liabilities

85.83
%
72.47
%
116.43
%
142.80
%
110.49
%
112.38
%

(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.

~~Table of Contents~~

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

To validate our prepayment assumptions for our multi-family and CRE loan portfolios, we perform a ~~monthly~~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 September 30, ~~2019,~~2020, the impact of a

~~100-bp~~

100 bp decline in market interest rates for our loans would have ~~increased our projected~~had very little impact on prepayment speeds due to the current low interest rates ~~for multi-family~~ and ~~CRE loans by a constant prepayment rate of 11.47% per annum. Conversely, the~~current coupons being floored at base rates. The impact of a

~~100-bp~~

100 bp increase in market interest rates would have decreased our projected prepayment rates for multi-family and CRE loans by a constant prepayment rate of ~~8.08%~~5.18% per annum.

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

Interest rate sensitivity is also monitored through the use of a model that generates estimates of the change in our Economic ~~Vale~~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 September 30, ~~2019,~~2020, the following table reflects the estimated percentage change in our EVE, assuming the changes in interest rates noted:

Change in Interest Rates
(in basis points)
(1)

Estimated Percentage Change in
Economic Value of Equity

+100

(3.12
)%
+200

(9.96
)%
-100

(2.45
)%

Change in Interest Rates

(in basis points)⁽¹⁾

Estimated

Percentage

Change in

Economic Value

of Equity

+100

0.12

+200

-8.68

(1)	The impact of a ~~200-bp~~ 100 bp and 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 parameters 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 take into account 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.

~~Table of Contents~~

Based on the information and assumptions in effect at September 30, ~~2019,~~2020, the following table reflects the estimated percentage change in future net interest income for the next twelve months, assuming the changes in interest rates noted:

Change in Interest Rates
(in basis points)
(1)(2)

Estimated Percentage Change in
Future Net Interest Income

+100

(2.72
)%
+200

(5.03
)%
-100

2.63
%

Change in Interest Rates

(in basis points)⁽¹⁾⁽²⁾

Estimated

Percentage

Change in

Future Net

Interest Income

+100

-1.11

+200

-3.14

(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~~ 100 bp and 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.

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

In the event that our ~~NPV~~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.

~~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.~~

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;

~~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;~~

•

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.

~~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 September 30, ~~2019,~~2020, our analysis indicated that an immediate inversion of the yield curve would be expected to result in a ~~6.11%~~7.35% decrease in net interest income; conversely, an immediate steepening of the yield curve would be expected to result in a ~~10.77%~~4.63% 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.

Liquidity

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

We monitor our liquidity daily to ensure that sufficient funds are available to meet our financial obligations. Our most liquid assets are cash and cash equivalents, which totaled ~~$854.7 million and~~ $1.5 billion and $741.9 million, respectively, at September 30, ~~2019~~2020 and December 31, ~~2018.~~2019. As in the past, our portfolios of loans and securities provided liquidity in the first nine months of the year, with cash flows from the repayment and sale of loans totaling ~~$6.6~~$8.1 billion and cash flows from the repayment and sale of securities totaling ~~$1.9~~$2.1 billion.

~~Table of Contents~~

Additional liquidity stems from the retail, institutional, and municipal deposits we gather and from our use of wholesale funding sources, including brokered deposits and wholesale borrowings. We also have access to the 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 available amount of mortgage loan collateral under a blanket lien we have pledged to the respective institutions and, to a lesser extent, the available amount of securities that may be pledged to collateralize our borrowings. At September 30, ~~2019,~~2020, our available borrowing capacity with the

FHLB-NY

was ~~$8.3~~$7.3 billion. In addition, the ~~Bank~~Company had ~~$5.9~~$5.2 billion of

available-for-sale

securities, at that ~~date.~~

date, of which $3.9 billion was unencumbered.

Furthermore, the Bank has ~~agreements~~an agreement with the

FRB-NY

that enables it to access the discount window as a further means of enhancing ~~their~~ liquidity if need be. In connection with ~~their agreements,~~the agreement, the Bank has pledged certain loans and securities to collateralize any funds ~~they~~that may ~~borrow.~~be borrowed. At September 30, ~~2019,~~2020, the maximum amount the Bank could borrow from the

FRB-NY

was ~~$1.2~~$1.1 billion. There were no borrowings ~~against either of these lines of credit~~outstanding at that date.

Our primary investing activity is loan production. In the first nine months of ~~2019,~~2020, the volume of loans originated for investment was ~~$7.3~~$3.0 billion. During this time, the net cash used in investing activities totaled ~~$847.0~~$375.7 million. Our operating activities provided net cash of ~~$339.0~~$240.1 million, while the net cash ~~used in~~provided by our financing activities totaled ~~$112.3~~$852.3 million.

CDs due to mature in one year or less as of September 30, ~~2019~~2020 totaled ~~$13.0~~$10.4 billion, representing ~~91.4%~~95% of total CDs at that date. Our ability to retain these CDs and to attract new deposits depends on numerous factors, including customer satisfaction, the rates of interest we pay on our deposits, the types of products we offer, and the attractiveness of their terms. However, there are times when we may choose not to compete for such deposits, depending on the availability of lower-cost funding, the competitiveness of the market and its impact on pricing, and our need for such deposits to fund loan demand, as previously discussed.

The Parent Company is a separate legal entity from 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 dividends declared to our shareholders. As a Delaware corporation, the Parent Company is able to pay dividends either from surplus or, in case there is no surplus, from net profits for the fiscal year in which the dividend is declared and/or the preceding fiscal year.

~~In each of the four quarters of 2018, the Company was required to receive a~~

~~non-objection~~

~~from the FRB to pay all dividends;~~

~~non-objections~~

~~were received from the FRB in all four quarters of the year. Beginning in 2019, the Company no longer is required to receive~~

~~non-objection~~

~~from the FRB to pay dividends.~~

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

Under New York State Banking Law, a New York State-chartered stock-form savings bank or commercial bank may declare and pay dividends out of its net profits, unless there is an impairment of capital. However, the approval of the Superintendent is required if the total of all dividends declared in a calendar year would exceed the total of a bank’s net profits for that year, combined with its retained net profits for the preceding two years.

In the nine months ended September 30, ~~2019,~~2020, the Bank paid dividends totaling $285.0 million to the Parent Company, leaving ~~$290.6~~$197.4 million they could dividend to the Parent Company without regulatory approval at that date. Additional sources of liquidity available to the Parent Company at September 30, ~~2019~~2020 included ~~$180.3~~$150.1 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.

Capital Position

On March 17, 2017, we issued 515,000 shares of preferred stock. The offering generated capital of $502.8 million, net of underwriting and other issuance costs, for general corporate purposes, with the bulk of the proceeds being distributed to the ~~Community~~ 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 September 30, ~~2019,~~2020, the Company has repurchased a total of ~~23.9~~28.9 million shares at an average price of ~~$9.54~~$9.63 or an aggregate purchase price of ~~$227.9~~$278.1 million, leaving ~~$72.1~~$16.9 million remaining under the current authorization.

~~Table of Contents~~

Common stockholders’ equity represented 11.79% and 11.85% of total assets at September 30, 2019 and December 31, 2018, and was equivalent to a book value per common share of $13.25, and $12.99 at the respective dates. We calculate book value per common share by dividing the amount of common stockholders’ equity at the end of a period by the number of common shares outstanding at the same date. At September 30, 2019 and December 31, 2018, we had outstanding common shares of 467,350,860 and 473,536,604, respectively.

Tangible common stockholders’ equity was relatively stable at $3.8 billion, representing 7.51% of tangible assets and a tangible book value per common share of $8.06 at September 30, 2019. At December 31, 2018, tangible common stockholders’ equity totaled $3.7 billion or 7.51% of tangible assets and a tangible book value per common share of $7.85.

We calculate tangible common stockholders’ equity by subtracting the amount of goodwill recorded at the end of a period from the amount of common stockholders’ equity recorded at the same date. At September 30, 2019 and December 31, 2018 we recorded goodwill of $2.4 billion, respectively, at the corresponding dates. (See the discussion and reconciliations of stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity; total assets and tangible assets; and the related financial measures that appear earlier in this report.)

Stockholders’ equity, common stockholders’ equity, and tangible common stockholders’ equity include AOCL, which decreased ~~$59.8~~$7.9 million from the balance at the end of last year and ~~decreased $63.2~~$2.9 million from the

year-ago

quarter to ~~$27.9~~$24.9 million at September 30, ~~2019.~~2020. The

year-to-date

decrease was primarily the result of a ~~$54.3~~$42.3 million change in the net unrealized gain (loss) on

available-for-sale

securities, net of tax, ~~from a loss of $10.5 million at December 31, 2018 to a gain of $43.8 million at September 30, 2019~~ and a ~~$5.5~~$38.4 million ~~decrease~~change in the net unrealized loss on ~~pension and post-retirement obligations,~~cash flow hedges, net of tax, to ~~$65.6~~$37.5 million.

Regulatory Capital

On September 30, 2020, as part of the response to the COVID-19 pandemic, the Federal Banking Agencies announced a final rule (“2020 CECL Final Rule”) that provides banking organizations, as an alternative to the 2018 CECL Transition Election, an optional five-year transition period to phase in the impact of CECL on regulatory capital (the “2020 CECL Transition Election”). The 2020 CECL Final Rule became effective as of September 30, 2020 and is consistent with a prior interim final rule promulgated by the Federal Banking Agencies that became effective on March 31, 2020.

Pursuant to the 2020 CECL Final Rule, banking organizations may elect to delay the estimated impact of CECL on regulatory capital and then phase in the estimated cumulative impact of the initial two-year delay over the next three years. The estimated cumulative impact of CECL, which will be phased in during the three-year transition period, includes the after-tax impact of adopting the CECL standard and the estimated impact of CECL in the initial two years thereafter. The 2020 CECL Final Rule introduced a uniform “scaling factor” of 25% for estimating the impact of CECL during the initial two years. The 25% “scaling factor” is an approximation of the impact of differences in credit loss allowances reflected under the CECL standard versus the incurred loss methodology. The Company has elected to delay the estimated impact of CECL on regulatory capital.

At September 30, ~~2019,~~2020, 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
At September 30, 2020	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	3,853,558		9.69	%	$	4,356,398		10.96	%	$	5,176,530		13.02	%	$	4,356,398		8.43	%
Minimum for capital adequacy purposes		1,789,339		4.50			2,385,785		6.00			3,181,047		8.00			2,066,917		4.00
Excess	$	2,064,219		5.19	%	$	1,970,613		4.96	%	$	1,995,483		5.02	%	$	2,289,481		4.43	%

Risk-Based Capital

At September 30, 2019

Common Equity
Tier 1

Tier 1

Total

Leverage Capital

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

Total capital
$
3,796,601

10.15
% $
4,299,441

11.49
% $
5,091,873

13.61
% $
4,299,441

8.65
%
Minimum for capital adequacy purposes

1,683,324

4.50

2,244,431

6.00

2,992,575

8.00

1,988,364

4.00

Excess
$
2,113,277

5.65
% $
2,055,010

5.49
% $
2,099,298

5.61
% $
2,311,077

4.65
%

At September 30, ~~2019,~~2020, our total risk-based capital ratio exceeded the minimum requirement for capital adequacy purposes by ~~561~~502 bp and the fully-phased in capital conservation buffer by ~~311~~252 bp.

Regulatory Capital Analysis (New York Community Bank)

	Risk-Based Capital
At September 30, 2020	Common Equity Tier 1					Tier 1					Total					Leverage Capital
(dollars in thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Total capital	$	4,858,492		12.22	%	$	4,858,492		12.22	%	$	5,035,759		12.67	%	$	4,858,492		9.40	%
Minimum for capital adequacy purposes		1,788,595		4.50			2,384,794		6.00			3,179,725		8.00			2,067,042		4.00
Excess	$	3,069,897		7.72	%	$	2,473,698		6.22	%	$	1,856,034		4.67	%	$	2,791,450		5.40	%

Risk-Based Capital

At September 30, 2019

Common Equity
Tier 1

Tier 1

Total

Leverage Capital

(dollars in thousands)

Amount

Ratio

Amount

Ratio

Amount

Ratio

Amount

Ratio

Total capital
$
4,770,095

12.76
% $
4,770,095

12.76
% $
4,920,605

13.16
% $
4,770,095

9.60
%
Minimum for capital adequacy purposes

1,682,572

4.50

2,243,429

6.00

2,991,239

8.00

1,987,679

4.00

Excess
$
3,087,523

8.26
% $
2,526,666

6.76
% $
1,929,366

5.16
% $
2,782,416

5.60
%

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%.

~~Table of Contents~~

Earnings Summary for the Three Months Ended September 30, ~~2019~~

~~The Company reported net~~2020

Net income for the three months ended September 30, ~~2019 of $99.0~~2020 was $115.8 million, up 2%10% compared to the ~~$97.2~~$105.3 million ~~the Company~~we reported for the three months ended June 30, ~~2019, but down 7%~~2020, and up 17% compared to the ~~$106.8 million reported for the three months ended September 30, 2018. On a~~

~~year-to-date~~

~~basis, the Company reported net income of $293.9 million, down 8% compared to the $320.7~~$99.0 million we reported ~~for~~in the ~~nine months ended September 30, 2018.~~

year-ago third quarter. Net income available to common shareholders for the three months ended September 30, ~~2019~~2020 totaled $107.6 million, up 11% compared to $97.1 million for the second quarter of 2020and was ~~$90.8 million or $0.19 per diluted common share,~~ up 2%18% compared to the ~~$89.0~~$90.8 million ~~or $0.19~~reported in the third quarter of 2019. On a per share basis, the Company reported diluted ~~common share~~EPS of $0.23 for the ~~three months ended June 30, 2019, but down 8%~~third quarter of 2020, up 10% compared to ~~$98.6 million or $0.20 per diluted common share we~~the $0.21 reported for the ~~three months ended September 30, 2018. On a~~

~~year-to-date~~

basis, net income available to common shareholders was $269.2 million or $0.57 per diluted common share, down 9% compared to $296.1 million or $0.60 per diluted common share for the nine months ended September 30, 2018.

second quarter of 2020.

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.

Linked-Quarter and Year-Over-Year Comparison

Both the year-over-year and sequential ~~decline~~improvement in our net interest income was primarily attributable to ~~an increase~~a decrease in ~~our~~the Company’s cost of funds, ~~as short-term~~leading to a lower level of interest ~~rates rose throughout~~expense. The decrease in funding costs is a result of the ~~second half of 2017~~FOMC lowering its federal funds target rate three times during 2019 and ~~all of 2018.~~lowering it again, during March 2020, to near zero. This was ~~partially~~slightly offset by ~~higher~~lower yields on our loan portfolio ~~as well as continued loan growth.~~

and in the securities portfolio.

Details of the ~~decline~~increase in net interest income follow:

•

Interest income of $418.0 million declined 1% compared to the previous quarter and declined 8% compared to the year-ago quarter. Interest income on mortgage and other loans and leases was $380.3 million, down 0.4% on a linked-quarter basis and down 3% on a year-over-year basis. Interest income on securities and money market instruments totaled $37.7 million, down 8% compared to the previous quarter and down 40% compared to the year-ago quarter.

•

The decline in interest income on loans was the result of lower yields on our loans on both a sequential and year-over-year basis, while average loan balances increased over the same time periods. The decline in interest income on securities on a sequential and year-over-year basis was due to both lower yields and lower balances.

~~Interest income of $454.6 million grew $799,000 during the third quarter on a linked-quarter basis and rose $29.4 million or 7% compared to the~~

~~year-ago~~

•

Interest expense totaled $136.2 million, down 13% on a linked quarter basis and down 38% on a year-over-year basis. This was largely due to a decline in our cost of deposits, and to a lesser extent, our cost of borrowings. The cost of interest-bearing deposits declined significantly on both a linked-quarter and year-over-year basis, while the average balance remained relatively unchanged. Most of the decline was in the average cost of CDs. The average cost of borrowings also declined given the drop in market interest rates, while the average balances increased modestly on a year-over-year basis and remained relatively flat sequentially.

quarter. Interest income on loans of $391.9 million increased $4.3 million or 1% on a linked-quarter basis and $23.7 million or 6% on a year-over-year basis. Interest income from securities and money market instruments declined 5% or $3.5 million on a linked-quarter basis, but increased 10% or $5.8 million on a year-over-year basis.

Interest income on a linked-quarter basis was driven by a $96.9 million increase in average earning assets to $47.6 billion, while the average yield remained unchanged at 3.82%. The increase in average earning assets was the result of a $548.2 million or 5% annualized increase in average loans, partially offset by a $455.6 million decrease in average cash balances.

Interest expense increased $2.6 million to $218.6 million on a linked-quarter basis and 24% on a year-over-year basis. This was largely due to higher average CD balances and higher costs on those balances, offset somewhat by lower average balances and costs on interest-bearing checking and money market accounts.

Net Interest Margin

The direction of the Company’s net interest margin was consistent with that of its net interest income, and generally was driven by the same factors as those described above. At ~~1.99%~~2.29%, the margin was ~~one bp narrower~~11 bps higher than the trailing-quarter measure and 1730 bps ~~narrower~~higher than the margin recorded in the third quarter of last year.

~~Table of Contents~~

The following table summarizes the contribution of loan and securities prepayment income on the Company’s interest income and net interest margin in the periods noted:

	For the Three Months Ended												September 30, 2020 compared to
	September 30,				June 30,				September 30,				June 30,				September 30,
	2020				2020				2019				2020				2019
(dollars in thousands)
Total Interest Income	$	418,049			$	423,075			$	454,551				-1	%			-8	%
Prepayment Income:
Loans	$	11,279			$	11,098			$	12,279				2	%			-8	%
Securities		355				314				1,866				13	%			-81	%
Total prepayment income	$	11,634			$	11,412			$	14,145				2	%			-18	%
GAAP Net Interest Margin%		2.29	%			2.18	%			1.99	%			11		bp	30			bp
Less:
Prepayment income from loans	9			bp	9			bp	10			bp	0			bp	-1			bp
Prepayment income from securities		—				—				1			0			bp	-1			bp
Total prepayment income contribution to and subordinated debt impact on net interest margin	9			bp	9			bp	11			bp	0			bp	-2			bp
Adjusted Net Interest Margin (non-GAAP)⁽¹⁾		2.20	%			2.09	%			1.88	%		11			bp	32			bp

For the Three Months Ended

Sep. 30, 2019 compared to

(dollars in thousands)

Sep. 30,
2019

Jun. 30,
2019

Sep. 30,
2018

Jun. 30,
2019

Sep. 30,
2018

Total Interest Income
$
454,551
$
453,752
$
425,144

0
%
7
%
Prepayment Income:

Loans
$
12,279
$
11,842
$
8,288

4
%
48
%
Securities

1,866

780

1,037

139
%
80
%

Total prepayment income
$
14,145
$
12,622
$
9,325

12
%
52
%

GAAP Net Interest Margin

1.99
%
2.00
%
2.16
%
-1
bp
-17
bp
Less:

Prepayment income from loans

10
bp
10
bp
7
bp
0
bp
3
bp
Prepayment income from securities

1

1

1

0
bp
0
bp

Total prepayment income contribution to net interest margin

11
bp
11
bp
8
bp
0
bp
3
bp

Adjusted Net Interest Margin
(non-GAAP)

1.88
%
1.89
%
2.08
%
-1
bp
-20
bp

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

While our net interest margin, including the contribution of prepayment income, is recorded in accordance with GAAP, adjusted net interest margin, which excludes the contribution of prepayment income, is not. Nevertheless, management uses this

non-GAAP

measure in its analysis of our performance, and believes that this

non-GAAP

measure should be disclosed in this report and other investor communications for the following reasons:

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

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

Adjusted net interest margin should not be considered in isolation or as a substitute for net interest margin, which is calculated in accordance with GAAP. Moreover, the manner in which we calculate this

non-GAAP

measure may differ from that of other companies reporting a

non-GAAP

measure with a similar name.

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

mark-to-market

adjustments from acquisitions), that are considered adjustments to such average yields and costs.

~~Table of Contents~~

Net Interest Income Analysis

(unaudited)

	For the Three Months Ended
	September 30, 2020							June 30, 2020							September 30, 2019
	Average Balance		Interest		Average Yield/Cost			Average Balance		Interest		Average Yield/ Cost			Average Balance		Interest		Average Yield/Cost
(dollars in thousands)
Assets:
Interest-earning assets:
Mortgage and other loans, net⁽¹⁾	$	42,302,113	$	380,337		3.60	%	$	41,852,839	$	381,884		3.65	%	$	40,756,495	$	391,920		3.84	%
Securities ⁽²⁾⁽³⁾		5,747,423		37,398		2.60	%		5,920,536		40,973		2.77			6,324,588		59,785		3.78
Interest-earning cash and cash equivalents		1,224,114		314		0.10	%		856,238		218		0.10			511,730		2,846		2.21
Total interest-earning assets		49,273,650	$	418,049		3.39	%		48,629,613		423,075		3.48			47,592,813		454,551		3.82
Non-interest-earning assets		4,995,749							5,157,608							4,664,905
Total assets	$	54,269,399						$	53,787,221						$	52,257,718
Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Interest-bearing checking and money market accounts	$	11,231,509	$	9,328		0.33	%	$	10,540,243	$	10,059		0.38	%	$	10,263,331	$	42,465		1.64	%
Savings accounts		5,755,035		7,593		0.52	%		5,336,234		8,208		0.62			4,747,843		9,326		0.78
Certificates of deposit		11,654,094		44,481		1.52	%		13,134,732		65,233		2.00			14,093,146		86,934		2.45
Total interest-bearing deposits		28,640,638		61,402		0.85	%		29,011,209		83,500		1.16			29,104,320		138,725		1.89
Borrowed funds		15,138,875		74,761		1.97	%		14,402,886		73,703		2.06			13,325,104		79,911		2.38
Total interest-bearing liabilities		43,779,513		136,163		1.24	%		43,414,095		157,203		1.46			42,429,424		218,636		2.04
Non-interest-bearing deposits		2,992,018							3,040,046							2,491,796
Other liabilities		775,245							676,379							631,688
Total liabilities		47,546,776							47,130,520							45,552,908
Stockholders’ equity		6,722,623							6,656,701							6,704,810
Total liabilities and stockholders’ equity	$	54,269,399						$	53,787,221						$	52,257,718
Net interest income/interest rate spread						2.15	%			$	265,872		2.02	%			$	235,915		1.78	%
Net interest margin			$	281,886		2.29	%						2.18	%						1.99	%
Ratio of interest-earning assets to interest-bearing liabilities					1.13							1.12							1.12x

For the Three Months Ended

September 30, 2019

June 30, 2019

September 30, 2018

(dollars in thousands)

Average
Balance

Interest

Average
Yield/Cost

Average
Balance

Interest

Average
Yield/Cost

Average
Balance

Interest

Average
Yield/Cost

Assets:

Interest-earning assets:

Mortgage and other loans, net
$
40,756,495
$
391,920

3.84
% $
40,208,256
$
387,634

3.86
% $
39,465,876
$
368,264

3.73
%
Securities

6,324,588

59,785

3.78

6,320,252

60,340

3.82

5,279,319

49,084

3.71

Interest-earning cash and cash equivalents

511,730

2,846

2.21

967,364

5,778

2.40

1,557,465

7,796

1.99

Total interest-earning assets

47,592,813

454,551

3.82

47,495,872

453,752

3.82

46,302,660

425,144

3.67

Non-interest-
earning assets

4,664,905

4,576,454

4,305,623

Total assets
$
52,257,718
$
52,072,326
$
50,608,283

Liabilities and Stockholders’ Equity:

Interest-bearing deposits:

Interest-bearing checking and money market accounts
$
10,263,331
$
42,465

1.64
% $
10,811,077
$
47,772

1.77
% $
11,732,410
$
44,497

1.50
%
Savings accounts

4,747,843

9,326

0.78

4,729,517

8,861

0.75

4,872,126

7,325

0.60

Certificates of deposit

14,093,146

86,934

2.45

13,509,392

80,651

2.39

10,740,927

51,249

1.89

Total interest-bearing deposits

29,104,320

138,725

1.89

29,049,986

137,284

1.90

27,345,463

103,071

1.50

Borrowed funds

13,325,104

79,911

2.38

13,111,692

78,778

2.41

13,704,208

72,567

2.10

Total interest-bearing liabilities

42,429,424

218,636

2.04

42,161,678

216,062

2.06

41,049,671

175,638

1.70

Non-interest-
bearing deposits

2,491,796

2,698,578

2,488,674

Other liabilities

631,688

559,955

265,573

Total liabilities

45,552,908

45,420,211

43,803,918

Stockholders’ equity

6,704,810

6,652,115

6,804,365

Total liabilities and stockholders’ equity
$
52,257,718
$
52,072,326
$
50,608,283

Net interest income/interest rate spread
$
235,915

1.78
% $
237,690

1.76
% $
249,506

1.97
%

Net interest margin

1.99
%
2.00
%
2.16
%

Ratio of interest-earning assets to interest-bearing liabilities

1.12
x
1.13
x
1.13
x

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

(2)	Amounts are at amortized cost.

(3)	Includes FHLB stock. .

~~Table of Contents~~

Provision for ~~(recovery of)~~Credit Losses ~~on Loans~~

The provision for losses on loans is based on the methodology used by management in calculating the allowance for losses on such loans. Reflecting this methodology, which is discussed in detail under “Critical Accounting Policies,” the Company reported a provision for loan losses of $4.8 million compared to $1.8 million in the previous quarter and a $1.2 million provision in

During the third quarter of ~~2018.~~

2020, the provision for credit losses was $13.0 million compared to $17.6 million during the second quarter and compared to $4.8 million for the three months ended September 30, 2019. The provision for credit losses for the first three quarters of 2020 were calculated using the CECL methodology, while the year-ago provision for credit losses was calculated using the “incurred loss” methodology. The CECL methodology reflects the impact of a deterioration in forecasted, future economic conditions due to the COVID-19 pandemic.

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

Non-Interest

Income

We generate

non-interest

income through a variety of sources, including—among others— 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 September 30, ~~2019,~~

2020, total non-interest

income ~~increased $6.8~~was $13.8 million, ~~or 39%~~down 10% and 44%, respectively, compared to the previous and year-ago amounts of $15.4 million and $24.4 million, respectively. Third quarter results reflect a rebound in retail banking income, offset by lower BOLI income. Additionally, the current third quarter included a net loss on securities of $284,000 compared to ~~$17.6 million~~gains in the previous and year-ago quarters. Results for ~~the three months ended June 30, 2019 and it increased $1.5 million or 6% compared to $22.9 million for the three months ended September 30, 2018. During~~ the third quarter ~~the Company entered into a sale/lease back agreement on a branch property located in Florida. Accordingly, we recorded~~of 2019 included a $7.9 million gain ~~related to this transaction, which is included~~on sale of a branch property in ~~the other income category. Included in the~~

~~year-ago~~

~~period was approximately $5.3 million related to our wealth management business, Peter B. Cannell & Co., which was sold in the first quarter of 2019.~~

Florida.

The following table summarizes our

non-interest

income for the respective periods:

Non-Interest

Income Analysis

	For the Three Months Ended
(in thousands)	September 30, 2020			June 30, 2020		September 30, 2019
Fee income	$	5,240		$	3,723	$	7,580
BOLI income		7,566			9,503		6,791
Net (loss) gain on securities		(284	)		887		275
Other income:
Third-party investment product sales		1,080			916		1,121
Other		166			351		8,619
Total other income		1,246			1,267		9,740
Total non-interest income	$	13,768		$	15,380	$	24,386

For the Three Months Ended

(in thousands)

September 30,
2019

June 30,
2019

September 30,
2018

Fee income
$
7,580
$
7,487
$
7,237

BOLI income

6,791

6,479

7,302

Net gain (loss) on securities

275

493

(41
)
Other income:

Third-party investment product sales

1,121

1,225

2,893

Other

8,619

1,913

5,531

Total other income

9,740

3,138

8,424

Total
non-interest
income
$
24,386
$
17,597
$
22,922

Non-Interest

Expense

Total

non-interest

expense for the three months ended September 30, ~~2019 were $123.3~~2020 was $128.5 million, ~~relatively unchanged on a linked-quarter basis~~up 4% compared to the previous and ~~down $11.1 million or 8% on a year-over-year basis. Third~~year-ago quarters. Most of the increase during the current third quarter ~~2019 operating expenses included certain items~~was related to ~~severance~~systems conversion-related expenses during the quarter, as well as higher COVID-19-related costs ~~totaling $1.4 million. Excluding this item, total~~

~~non-interest~~

~~expenses, on~~as many of our branches reopened during the quarter and 25% of our back-office personnel returned to their offices. This was partially offset by a

~~non-GAAP~~

~~basis would have totaled $121.9 million.~~

quarter-over-quarter and year-over-year decline in compensation and benefits expense. The efficiency ratio in the third quarter of 2020 was 43.47%, down slightly compared to the previous quarter and compared to 47.37% compared to the year-ago third quarter.

Income Tax Expense

Income tax expense for the three months ended September 30, ~~2019~~2020 totaled ~~$33.2~~$38.4 million, or up 10% compared to ~~$33.1 million in~~ the ~~prior quarter~~three months ended June 30, 2020 and ~~$30.0 million in~~up 16% compared to the

~~year-ago~~

~~quarter.~~ three months ended September 30, 2019. The effective tax rate ~~was 25.09% during~~for the current third quarter was 24.89% compared to ~~25.42%~~an effective tax rate of 24.80% for the previous quarter and 25.09% in the ~~second quarter of 2019 and 21.95% in the~~

year-ago

third quarter.

Earnings Summary ~~for the~~For The Nine Months Ended September 30, ~~2019~~

2020

In the first nine months of 2020, the Company reported net income of $321.4 million, up 9% compared to the $293.9 million reported for the first nine months of 2019. Net income available to common shareholders for the nine months ended September 30, 2020 was $296.8 million, up 10% compared to the $269.2 million for the nine months ended September 30, 2019. On a per share basis, the Company reported diluted EPS of $0.63 for the first nine months of 2020, up 11% compared to the $0.57 reported for the first nine months of 2019.

Net Interest Income

For the nine months ended September 30, ~~2019,~~2020, net interest income totaled ~~$293.9~~$792.2 million, ~~down $26.8 million or 8%~~up 11% compared to the ~~$320.7 million the Company~~net interest income we reported for the nine months ended September 30, ~~2018. Net income available to common shareholders was $269.2 million or $0.57 per diluted common share, down 9% compared to $296.1 million or $0.60 per diluted common share for~~2019. As with the three-month improvement, the improvement in the nine months ~~ended September 30, 2018.~~

~~Net Interest Income~~

Net interest income declined $68.8 million or 9% to $714.9 million for the nine months ended September 30, 2019 compared to the $783.8 million the Company reported for the nine months ended September 30, 2018. The decrease was attributable to a $107.7 million increase in interest income offset by a $176.5 million increase in interest expense. For the nine months ended September 30, 2019, the NIM was 2.01%, down 29 bp compared to 2.30% for the nine months ended September 30, 2018.

~~Table of Contents~~

~~The following factors contributed to the year-over-year decrease in~~ net interest income ~~and NIM:~~

~~Average interest-earning assets rose $2.0 billion or 4%~~amount was primarily due to growth in average loans and average securities. Average loans increased $1.4 billion or 4% to $40.3 billion, while average securities increased $1.8 billion or 41% to $6.3 billion. This was partially offset by a $1.2 billion decline in average cash balances as the Company reinvested its cash into higher yielding assets over the course of the last 12 months.

~~The average yield on interest-earning assets rose 14 bp to 3.81% due to a nine bp increase in the average loan yield and a three bp increase in the average securities yield.~~

~~Average interest-bearing liabilities increased $2.1 billion or 5% to $42.2 billion. The increase was largely the result of a $3.6 billion or 37% increase in average CD balances.~~

~~In addition to the growth in the average balance of interest-bearing liabilities, the average cost of those liabilities also increased given the increase in short term~~lower interest ~~rates over the several years. The average cost of interest-bearing liabilities rose 49 bp to 2.03%~~expense driven by a ~~56 bp increase in the~~lower cost of ~~average interest-bearing deposits to 1.86% and a 36 bp increase in the cost of average borrowed funds to 2.39%.~~funds.

•

Interest income of $1.3 billion declined 5% compared to the first nine months of 2019. Interest income on loans and leases of $1.2 billion was relatively unchanged compared to the first nine months of last year, while interest income on securities and money market investments declined $67.1 million or 34% to $128.0 million compared to the first nine months of last year.

•

Interest expense for the first nine months of 2020 declined $149.6 million or 23% to $489.9 million. This was driven by lower deposit costs as interest expense on deposits declined $140.1 million or 35% to $262.0 million, as the average cost of interest-bearing deposits declined 65 bps to 1.21%, while the average balance remained relatively unchanged. The cost of borrowed funds declined 31 bps to 2.08%, while the average balance of borrowed funds increased 10% to $14.7 billion.

Net Interest Margin

The following table summarizes the contribution ~~from~~of loan and securities prepayment income ~~on loans and securities~~ on the Company’s interest income and NIM for the ~~nine months ended September 30, 2019 and 2018:~~respective periods:

	For the Nine Months Ended
	September 30,			September 30,
	2020			2019			Change (%)
(dollars in thousands)
Total Interest Income	$	1,282,166		$	1,354,477			-5	%
Prepayment Income:
Loans	$	32,566		$	33,462			-3	%
Securities		1,017			2,873			-65	%
Total prepayment income	$	33,583		$	36,335			-8	%
GAAP Net Interest Margin		2.16	%		2.01	%	15bp
Less:
Prepayment income from loans	6bp			10bp			-4bp
Prepayment income from securities		1			-		1bp
Total prepayment income contribution to net interest margin	7bp			10bp			-3bp
Adjusted Net Interest Margin (non-GAAP)		2.09	%		1.91	%	18bp

For the Nine Months Ended

(dollars in thousands)

Sep. 30, 2019

Sep. 30, 2018

Change (%)

Total Interest Income
$
1,354,477
$
1,246,801

9
%
Prepayment Income:

Loans
$
33,462
$
35,848

-7
%
Securities

2,873

4,604

-38
%

Total prepayment income
$
36,335
$
40,452

-10
%

GAAP Net Interest Margin

2.01
%
2.30
%
-29
bp
Less:

Prepayment income from loans

10bp

11bp

-1
bp
Prepayment income from securities

—

1

-1
bp

Total prepayment income contribution to net interest margin

10
bp
12
bp
-2
bp

Adjusted Net Interest Margin
(non-GAAP)

1.91
%
2.18
%
-27
bp

~~(1)~~

~~“Adjusted net interest margin” is a~~

~~non-GAAP~~

~~financial measure as more fully discussed below.~~

non-GAAP

measure in its analysis of our performance, and believes that this

non-GAAP

measure should be disclosed in this report and other investor communications for the following reasons:

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

~~Table of Contents~~

non-GAAP

measure may differ from that of other companies reporting a

non-GAAP

measure with a similar name.

The following table sets forth certain information regarding our average balance sheet for the ~~quarters indicated,~~nine-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 Nine Months Ended September 30,
	2020							2019
	Average Balance		Interest		Average Yield/Cost			Average Balance		Interest		Average Yield/Cost
(dollars in thousands)
Assets:
Interest-earning assets:
Mortgage and other loans, net	$	41,890,218	$	1,154,133		3.67	%	$	40,288,311	$	1,159,344		3.84	%
Securities		6,004,152		125,647		2.79			6,303,147		181,162		3.83
Interest-earning cash and cash equivalents		915,547		2,386		0.35			789,034		13,971		2.37
Total interest-earning assets		48,809,917		1,282,166		3.50			47,380,492		1,354,477		3.81
Non-interest-earning assets		5,013,424							4,604,387
Total assets	$	53,823,341						$	51,984,879
Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Interest-bearing checking and money market accounts	$	10,616,205	$	47,951		0.60	%	$	10,846,624	$	140,396		1.73	%
Savings accounts		5,309,920		24,735		0.62			4,716,014		26,270		0.74
Certificates of deposit		12,964,968		189,270		1.95			13,306,845		235,360		2.36
Total interest-bearing deposits		28,891,093		261,956		1.21			28,869,483		402,026		1.86
Borrowed funds		14,662,103		227,985		2.08			13,308,941		237,521		2.39
Total interest-bearing liabilities		43,553,196		489,941		1.50			42,178,424		639,547		2.03
Non-interest-bearing deposits		2,867,587							2,555,984
Other liabilities		712,374							595,378
Total liabilities		47,133,157							45,329,786
Stockholders’ equity		6,690,184							6,655,093
Total liabilities and stockholders’ equity	$	53,823,341						$	51,984,879
Net interest income/interest rate spread			$	792,225		2.00	%			$	714,930		1.78	%
Net interest margin						2.16	%						2.01	%
Ratio of interest-earning assets to interest-bearing liabilities					1.12x							1.12x

For the Nine Months Ended September 30,

2019

2018

(dollars in thousands)

Average
Balance

Interest

Average
Yield/Cost

Average
Balance

Interest

Average
Yield/Cost

Assets:

Interest-earning assets:

Mortgage and other loans, net
$
40,288,311
$
1,159,344

3.84
% $
38,902,370
$
1,092,637

3.75
%
Securities

6,303,147

181,162

3.83

4,463,058

127,038

3.80

Interest-earning cash and cash equivalents

789,034

13,971

2.37

1,991,558

27,126

1.82

Total interest-earning assets

47,380,492

1,354,477

3.81

45,356,986

1,246,801

3.67

Non-interest-earning
assets

4,604,387

4,328,731

Total assets
$
51,984,879
$
49,685,717

Liabilities and Stockholders’ Equity:

Interest-bearing deposits:

Interest-bearing checking and money market accounts
$
10,846,624
$
140,396

1.73
% $
12,178,512
$
119,246

1.31
%
Savings accounts

4,716,014

26,270

0.74

4,956,358

21,176

0.57

Certificates of deposit

13,306,845

235,360

2.36

9,732,912

121,298

1.67

Total interest-bearing deposits

28,869,483

402,026

1.86

26,867,782

261,720

1.30

Borrowed funds

13,308,941

237,521

2.39

13,255,400

201,322

2.03

Total interest-bearing liabilities

42,178,424

639,547

2.03

40,123,182

463,042

1.54

Non-interest-bearing
deposits

2,555,984

2,522,784

Other liabilities

595,378

245,000

Total liabilities

45,329,786

42,890,966

Stockholders’ equity

6,655,093

6,794,751

Total liabilities and stockholders’ equity
$
51,984,879
$
49,685,717

Net interest income/interest rate spread
$
714,930

1.78
% $
783,759

2.13
%

Net interest margin

2.01
%
2.30
%

Ratio of interest-earning assets to interest-bearing liabilities

1.12x

1.13x

~~(1)~~

~~Amounts are net of net deferred loan origination costs/(fees) and the allowances for loan losses and include~~

~~non-performing~~

~~loans.~~

~~(2)~~

~~Amounts are at amortized cost.~~

~~(3)~~

~~Includes FHLB stock.~~

~~Table of Contents~~

Provision for ~~(recovery of)~~Credit Losses ~~on Loans~~

On a year-to-date basis, the provision for credit losses totaled $51.2 million compared to a provision for credit losses of $5.4 million for the first nine months of 2019. The provision for credit losses for the first nine months of 2020 was calculated using the CECL methodology which was adopted by the Company on ~~loans is based~~January 1, 2020, while the provision for credit losses for the first nine months of 2019 was calculated using the “incurred loss” methodology. The CECL methodology reflects the impact of a deterioration in forecasted, future economic conditions due to the COVID-19 pandemic.

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 ~~methodology used by management in calculating~~sale of securities; and revenues produced through the ~~allowance for losses on such loans. Reflecting this methodology, which is discussed in detail under “Critical Accounting Policies,”~~sale of third-party investment products.

For the ~~Company reported a provision for losses on loans losses of $5.4~~first nine months ended September 30, 2020, total non-interest income declined 31% to $46.0 million compared to $66.8 million for the nine months ended September 30, ~~2019 compared~~2019. This decline was driven by the waiver of certain retail banking fees due to ~~$15.5 million~~COVID-19 and lower net gains on securities, offset modestly by an increase in BOLI income. Results for the first nine months ~~ended September 30, 2018. The majority~~ of ~~the 2018 provision for losses on loans was related to taxi medallion-related loans.~~

~~Non-Interest~~

~~Income~~

~~The following table summarizes the components of~~

~~non-interest~~

~~income for the respective periods:~~

~~Non-Interest~~

~~Income Analysis~~

For the Nine Months
Ended September 30,

(in thousands)

2019

2018

Fee income
$
22,295
$
22,056

BOLI income

20,245

20,424

Net gain (loss) on securities

7,755

(810
)
Other income:

Third-party investment product sales

5,242

9,484

Other

11,231

17,331

Total other income

16,473

26,815

Total
non-interest
income
$
66,768
$
68,485

~~For the nine months ended September 30,~~ 2019 ~~the Company reported~~

~~non-interest~~

income of $66.8 million compared to $68.5 million for the nine months ended September 30, 2018. The $1.7 million or 3% decline reflects a number of items: a net gain on securities of $7.8 million during this period compared to a net loss on securities of $810,000 in the

~~year-ago~~

~~period and~~also include a $7.9 million gain on sale of a branch property in Florida, ~~compared to no such gain in the~~

~~year-ago~~

period. Additionally, in the year earlier period, the other income category includes $15.7 million of income from our former wealth management subsidiary, Peter B. Cannell & Co. Peter B. Cannell & Co. was sold in the first quarter of this year, therefore no such incomewhich was recorded in the ~~other~~third quarter of 2019.

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

Non-Interest Income Analysis

	For the Nine Months Ended
	September 30,		September 30,
(in thousands)	2020		2019
Fee income	$	15,981	$	22,295
BOLI income		24,458		20,245
Net gain (loss) on securities		1,137		7,755
Other income:
Third-party investment product sales		3,272		5,242
Other		1,199		11,231
Total other income		4,471		16,473
Total non-interest income	$	46,047	$	66,768

Non-Interest Expense

For the nine months ended September 30, 2020, total non-interest expenses were $377.6 million, down 2% compared to the nine months ended September 30, 2019. Included in ~~2019.~~

~~Non-Interest~~the year-to-date results for 2020 was a $4.4 million lease termination benefit, while the year-to-date 2019 results included certain items related to severance and branch rationalization costs totaling $10.4 million.

Income Tax Expense

For the nine months ended September 30, 2020, income tax expense totaled $88.0 million, down 10% compared to income tax expense during the first nine months ended September 30, 2019. The year-to-date 2020 income tax expense includes a $13.1 million tax loss carryback-related tax benefit as provided for under the CARES Act. The effective tax rate for the nine months of ~~2019, we recorded~~

~~non-interest~~

~~expense of $385.1 million~~2020 was 21.50% compared to ~~$411.7 million~~an effective tax rate of 24.88% for the first nine months of ~~2018, reflecting a $26.6 million or 6% decrease.~~

~~Non-interest~~

expenses for the current nine month period includes certain items related to severance costs and branch rationalization totaling $10.4 million compared to no such items in the prior year nine month period. The year-over-over improvement is a result of the Company’s continuing efforts to reduce costs throughout the organization.

~~Income Tax Expense~~

Income tax expense for the nine months ended September 30, 2019 declined $7.1 million or 7% to $97.3 million and reflects an effective tax rate of 24.88%, relatively unchanged from the 24.56% recorded in the

~~year-ago~~

~~nine month period.~~

2019.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Quantitative and qualitative disclosures about the Company’s market risk were presented on pages ~~73 and 77~~71 through 75 of our ~~2018~~2019 Annual Report on Form

10-K,

filed with the SEC on ~~March 1, 2019.~~February 28, 2020. Subsequent changes in the Company’s market risk profile and interest rate sensitivity are detailed in the discussion entitled “Management of Market and Interest Rate Risk” earlier in this quarterly report.

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of Disclosure Controls and Procedures

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

~~Table of Contents~~

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s management, including our Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures pursuant to Rule

13a-15(b),

as adopted by the SEC under the Securities Exchange Act of 1934 (the “Exchange Act”). Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period.

(b) Changes in Internal Control over Financial Reporting

~~There have not been any~~

The adoption of CECL resulted in new procedures and introduced new controls over financial reporting. However, the internal controls for CECL, are substantially similar to the internal controls used prior to the adoption of CECL. As a result, we concluded there were no changes in the Company’s internal ~~control~~controls over financial reporting ~~(as such term is defined in Rules~~

~~13a-15(f)~~

~~and~~

~~15d-15(f)~~

~~under the Exchange Act)~~ during the ~~fiscal quarter to which this report relates~~three months ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal ~~control~~controls over financial reporting.

~~Table~~

During the third quarter of ~~Contents~~

2020, the Company completed a Bank-wide system conversion to a new data processing vendor. The new vendor essentially provides the same baseline application functionality to the Company as did the previous vendor, in addition to certain enhancements. However, the same general ledger system is used as was in place previously. As a result, we concluded there were no changes in the Company’s internal controls over financial reporting during the three months ended September 30, 2020 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

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

Item 1A. Risk Factors

In addition to the other information set forth in this report, readers should carefully consider the factors discussed in Part I, “Item 1A. Risk Factors” in the Company’s Annual Report on Form

10-K

for the year ended December 31, ~~2018 and in the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30,~~ 2019, as such factors could materially affect the Company’s business, financial condition, or future results of operations.

The following additional risk factor supplements the risk factors disclosed in Part I “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2019.

The COVID-19 Pandemic May Have a Material Impact on Our Results of Operations

The COVID-19 pandemic is negatively impacting economic activity, the financial markets, and commerce, both globally and within the United States. In our market area, the governor of New York has issued an order that, among other things, required residents to stay in their homes and permitted them to leave only to conduct certain essential activities or to travel to work and close all non-essential businesses to the general public. These stay-at-home orders and travel restrictions – and similar orders imposed across the United States to restrict the spread of COVID-19 – have resulted in significant business and operational disruptions, including business closures, supply chain disruptions, and mass layoffs and furloughs. Stay-at-home orders have been moved to phased reopening of businesses, although capacity restrictions on movement and health and safety recommendations that encourage continued physical distancing and teleworking have limited the ability of businesses to return to pre-pandemic levels of activity. The Company’s results of operations may be materially impacted if businesses remain closed for an extended period of time or unemployment remains at elevated levels for an extended period of time.

As an essential business, we have implemented business continuity plans and continue to provide financial services to clients, while taking health and safety measures such as transitioning most in-person customer transactions to our drive-thru facilities and limiting access to the interior of our facilities, frequent cleaning of our facilities, and using a remote workforce where possible. Despite these safeguards, we may nonetheless experience business disruptions, and the rapid pace at which these issues are developing could overwhelm our ability to deal with them in a timely manner.

The continued spread of COVID-19 and the efforts to contain the virus, including stay-at-home orders and travel restrictions, could:

•

cause changes in consumer and business spending, borrowing and saving habits, which may affect the demand for loans and other products and services we offer, as well as the creditworthiness of potential and current borrowers;

•

cause our borrowers to be unable to meet existing payment obligations, particularly those borrowers that may be disproportionately affected by business shut downs and travel restrictions resulting in increases in loan delinquencies, problem assets, and foreclosures;

•

result in the lack of property transactions and asset sales;

•

cause the value of collateral for loans, especially real estate, to decline in value;

•

reduce the availability and productivity of our employees;

•

require us to increase our allowance for loan and lease losses;

•

cause our vendors and counterparties to be unable to meet existing obligations to us;

•

negatively impact the business and operations of third party service providers that perform critical services for our business;

•

cause us to recognize impairment of our goodwill;

•

result in a downgrade in our credit ratings;

•

prevent us from satisfying our minimum capital and other regulatory requirements;

•

impede our ability to close mortgage loans, if appraisers and title companies are unable to perform their functions; and

•

cause the value of our securities portfolio to decline.

Any one or a combination of the above events could have a material, adverse effect on our business, financial condition, and results of operations.

The pandemic has also led to an increase in the allowance for loan losses and in the allowance for unfunded commitments, due to a change in forecasting potential losses and model assumptions due to COVID-19. During the second quarter of 2020, payment deferral programs totaled $7.4 billion or 17.5% of the total loan portfolio. The pandemic may continue to have a material adverse impact on our loan portfolio, particularly as businesses remain closed. Moreover, the New York metro region has been disproportionately impacted by CODIV-19 relative to other regions of the state and country. Accordingly, the impact from COVID-19 on the Company and our borrowers may be greater than on similar banks that do not have a similar geographic concentration.

Moreover, our success and profitability is substantially dependent upon the management skills of our executive officers, many of whom have held officer positions with us for many years. The unanticipated loss or unavailability of key employees due to COVID-19 could harm our ability to operate our business or execute our business strategy.

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

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

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

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

On October 23, 2018, the Board of Directors authorized the repurchase of up to $300 million of the Company’s common stock. Under said authorization, shares may be repurchased on the open market or in privately negotiated transactions.

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

As indicated in the table below, during the three months ended September 30, 2019, the Company allocated 31,059 shares or $345,000 toward the repurchase of shares tied to its stock-based incentive plans. Also, during

During the first ~~quarter~~nine months of the year, the Company repurchased ~~$67.1~~$59.0 million or ~~7.1~~5.8 million shares of its common stock under its recently authorized share repurchase program. Included in the above, the Company allocated 780,962 shares or $8.8 million toward the repurchase of shares tied to its stock-based incentive plans.

(dollars in thousands, except per share data)
Third Quarter 2020	Total Shares of Common Stock Repurchased		Average Price Paid per Common Share		Total Allocation
July 1 – July 31		24,158	$	9.83	$	237,473
August 1 – August 31		1,935		10.14		19,621
September 1 – September 30		3,654		8.81		32,192
Total shares repurchased		29,747		9.73	$	289,286

(dollars in thousands, except per share data)

Third Quarter 2019

Total Shares of Common
Stock Repurchased

Average Price Paid
per Common Share

Total
Allocation

July 1 – July 31

19,532
$
10.60
$
207

August 1 – August 31

5,144

11.23

58

September 1 – September 30

6,383

12.51

80

Total shares repurchased

31,059

11.10
$
345

Item 3. Defaults upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

Not applicable.

~~Table of Contents~~

Item 6. Exhibits

Exhibit No.
~~Exhibit No.~~ 3.1

	~~3.1~~	Amended and Restated Certificate of Incorporation.~~(1)~~ ⁽¹⁾

3.2	~~3.2~~	Certificates of Amendment of Amended and Restated Certificate of Incorporation.~~(2)~~ ⁽²⁾

3.3	~~3.3~~	Certificate of Amendment of Amended and Restated Certificate of Incorporation.~~(3)~~ ⁽³⁾

3.4	~~3.4~~	Certificate of Designations of the Registrant with respect to the Series A Preferred Stock, dated March 16, 2017, filed with the Secretary of State of the State of Delaware and effective March 16, 2017.~~(4)~~ ⁽⁴⁾

3.5	~~3.5~~	Amended and Restated Bylaws.~~(5)~~ ⁽⁵⁾

4.1	~~4.1~~	Specimen Stock Certificate.~~(6)~~ ⁽⁶⁾

4.2	~~4.2~~	Deposit Agreement, dated as of March 16, 2017, by and among the Registrant, Computershare, Inc., and Computershare Trust Company, N.A., as joint depositary, and the holders from time to time of the depositary receipts described therein.~~(7)~~ ⁽⁷⁾

4.3	~~4.3~~	Form of certificate representing the Series A Preferred Stock.~~(7)~~ ⁽⁷⁾

4.4	~~4.4~~	Form of depositary receipt representing the Depositary Shares.~~(7)~~ ⁽⁷⁾

4.5	~~4.5~~	Registrant will furnish, upon request, copies of all instruments defining the rights of holders of long-term debt instruments of the registrant and its consolidated subsidiaries.

31.1	~~31.1~~	Rule 13a-14(a) Certification of Chief Executive Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto).

31.2	~~31.2~~	Rule 13a-14(a) Certification of Chief Financial Officer of the Company in accordance with Section 302 of the Sarbanes-Oxley Act of 2002 (attached hereto).

32.0	~~32.0~~	Section 1350 Certifications of the Chief Executive Officer and Chief Financial Officer of the Company in accordance with Section 906 of the Sarbanes-Oxley Act of 2002 (attached hereto).

101.INS	~~101.INS.~~	~~Inline~~ XBRL Instance Document – the instance document does not appear in the Interactive Data File because iXBRL tags are embedded within the Inline XBRL document.

101.SCH	~~101.SCH.~~	Inline XBRL Taxonomy Extension Schema Document.

101.CAL	~~101.CAL.~~	Inline XBRL Taxonomy Extension Calculation Linkbase Document.

101.DEF	~~101.DEF.~~	Inline XBRL Taxonomy Extension Definition Linkbase Document.

101.LAB	~~101.LAB.~~	Inline XBRL Taxonomy Extension Label Linkbase Document.

101.PRE	~~101.PRE.~~	Inline XBRL Taxonomy Extension Presentation Linkbase Document.

104	~~104~~	The cover page of New York Community Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, ~~2019,~~2020, formatted in Inline XBRL (included within the Exhibit 101 attachments).

~~(1)~~

Management plan or compensation plan arrangement.

(1)	Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended March 31, 2001 (File No. 0-22278).

(2)	Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2003 (File No. 1-31565).

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

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

(5)	Incorporated by reference to Exhibits filed with the Company’s Form 10-K for the year ended December 31, 2016 (File No. 1-31565).

(6)	Incorporated by reference to Exhibits filed with the Company’s Form 10-Q for the quarterly period ended September 30, 2017 (File No. 1-31565).

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

~~Table of Contents~~

NEW YORK COMMUNITY BANCORP, INC.

SIGNATURES

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


		New York Community Bancorp, Inc.
		(Registrant)

DATE: November ~~12, 2019~~ 6, 2020	BY:	~~BY:~~	/s/ Joseph R. Ficalora
			Joseph R. Ficalora President, Chief Executive Officer, and Director

DATE: November ~~12, 2019~~ 6, 2020	BY:	~~BY:~~	/s/ Thomas R. Cangemi
			Thomas R. Cangemi Senior Executive Vice President and Chief Financial Officer


	September 30, 2019			December 31, 2018
	(unaudited)
Assets:
Cash and cash equivalents	$	854,678		$	1,474,955
Securities:
Debt securities available-for-sale ($1,720,197 and $1,228,702 pledged, respectively)		5,854,568			5,613,520
Equity investments with readily determinable fair values, at fair value		32,861			30,551

Total securities		5,887,429			5,644,071

Loans and leases, net of deferred loan fees and costs		40,844,220			40,165,908
Less: Allowance for loan losses		(149,433	)		(159,820	)

Total loans and leases, net		40,694,787			40,006,088
Federal Home Loan Bank stock, at cost		606,371			644,590
Premises and equipment, net		321,792			346,179
Operating lease right-of-use assets		300,955			—
Goodwill		2,426,379			2,436,131
Bank-owned life insurance		1,028,707			977,627
Other real estate owned and other repossessed assets		11,691			10,794
Other assets		404,840			358,941

Total assets	$	52,537,629		$	51,899,376

Liabilities and Stockholders’ Equity:
Deposits:
Interest-bearing checking and money market accounts	$	9,960,403		$	11,530,049
Savings accounts		4,817,697			4,643,260
Certificates of deposit		14,264,171			12,194,322
Non-interest-bearing accounts		2,529,905			2,396,799

Total deposits		31,572,176			30,764,430

Borrowed funds:
Wholesale borrowings:
Federal Home Loan Bank advances		12,171,661			13,053,661
Repurchase agreements		800,000			500,000

Total wholesale borrowings		12,971,661			13,553,661
Junior subordinated debentures		359,773			359,508
Subordinated notes		294,926			294,697

Total borrowed funds		13,626,360			14,207,866

Operating lease liabilities		300,610			—
Other liabilities		343,476			271,845

Total liabilities		45,842,622			45,244,141

Stockholders’ equity:
Preferred stock at par $0.01 (5,000,000 shares authorized): Series A (515,000 shares issued and outstanding)		502,840			502,840
Common stock at par $0.01 (900,000,000 shares authorized; 490,439,070 and 490,439,070 shares issued; and 467,350,860 and 473,536,604 shares outstanding, respectively)		4,904			4,904
Paid-in capital in excess of par		6,107,376			6,099,940
Retained earnings		328,407			297,202
Treasury stock, at cost 23,080,210 and 16,902,466 shares, respectively)		(220,669	)		(161,998	)
Accumulated other comprehensive loss, net of tax:
Net unrealized gain (loss) on securities available for sale, net of tax of $(16,706) and $4,201, respectively		43,804			(10,534	)
Net unrealized loss on the non-credit portion of OTTI losses on securities, net of tax of $2,517 and $2,517, respectively		(6,042	)		(6,042	)
Net unrealized loss on pension and post-retirement obligations, net of tax of $25,093 and $27,224, respectively		(65,613	)		(71,077	)

Total accumulated other comprehensive loss, net of tax		(27,851	)		(87,653	)

Total stockholders’ equity		6,695,007			6,655,235

Total liabilities and stockholders’ equity	$	52,537,629		$	51,899,376


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2019			2018			2019			2018
Interest Income:
Mortgage and other loans and leases	$	391,920		$	368,264		$	1,159,344		$	1,092,637
Securities and money market investments		62,631			56,880			195,133			154,164

Total interest income		454,551			425,144			1,354,477			1,246,801

Interest Expense:
Interest-bearing checking and money market accounts		42,465			44,497			140,396			119,246
Savings accounts		9,326			7,325			26,270			21,176
Certificates of deposit		86,934			51,249			235,360			121,298
Borrowed funds		79,911			72,567			237,521			201,322

Total interest expense		218,636			175,638			639,547			463,042

Net interest income		235,915			249,506			714,930			783,759
Provision for losses on loans		4,781			1,201			5,403			15,486

Net interest income after provision for loan losses		231,134			248,305			709,527			768,273

Non-Interest Income:
Fee income		7,580			7,237			22,295			22,056
Bank-owned life insurance		6,791			7,302			20,245			20,424
Net gain (loss) on securities		275			(41	)		7,755			(810	)
Other		9,740			8,424			16,473			26,815

Total non-interest income		24,386			22,922			66,768			68,485

Non-Interest Expense:
Operating expenses:
Compensation and benefits		75,159			78,283			229,172			242,572
Occupancy and equipment		21,748			24,401			66,599			74,311
General and administrative		26,395			31,749			89,350			94,799

Total non-interest expense		123,302			134,433			385,121			411,682

Income before income taxes		132,218			136,794			391,174			425,076
Income tax expense		33,172			30,022			97,305			104,398

Net income		99,046			106,772			293,869			320,678
Preferred stock dividends		8,207			8,207			24,621			24,621

Net income available to common shareholders	$	90,839		$	98,565		$	269,248		$	296,057

Basic earnings per common share	$	0.19		$	0.20		$	0.57		$	0.60

Diluted earnings per common share	$	0.19		$	0.20		$	0.57		$	0.60

Net income	$	99,046		$	106,772		$	293,869		$	320,678
Other comprehensive income (loss), net of tax:
Change in net unrealized gain (loss) on securities available for sale, net of tax of $666; $8,738; $(22,434) and $40,456, respectively		(757	)		(20,790	)		58,256			(69,047	)
Change in the non-credit portion of OTTI losses recognized in other comprehensive income (loss), net of tax of $0; $0; $0; and ($821), respectively		—			—			—			(821	)
Change in pension and post-retirement obligations, net of tax of ($710); ($547); ($2,131) and ($11,611), respectively		1,821			1,314			5,464			(6,029	)
Less: Reclassification adjustment for sales of available-for-sale securities, net of tax of $0; $0; $1,527 and $0 respectively		—			—			(3,918	)		—

Total other comprehensive income (loss), net of tax		1,064			(19,476	)		59,802			(75,897	)

Total comprehensive income, net of tax	$	100,110		$	87,296		$	353,671		$	244,781


	Three Months Ended September 30,						Nine Months Ended September 30,
(in thousands, except share and per share amounts)	2019			2018			2019			2018
Net income available to common shareholders	$	90,839		$	98,565		$	269,248		$	296,057
Less: Dividends paid on and earnings allocated to participating securities		(1,073	)		(1,219	)		(3,245	)		(3,735	)

Earnings applicable to common stock	$	89,766		$	97,346		$	266,003		$	292,322

Weighted average common shares outstanding		465,357,326			488,476,340			465,400,372			488,383,554

Basic earnings per common share	$	0.19		$	0.20		$	0.57		$	0.60

Earnings applicable to common stock	$	89,766		$	97,346		$	266,003		$	292,322

Weighted average common shares outstanding		465,357,326			488,476,340			465,400,372			488,383,554
Potential dilutive common shares		418,674			—			237,708			—

Total shares for diluted earnings per common share computation		465,776,000			488,476,340			465,638,080			488,383,554

Diluted earnings per common share and common share equivalents	$	0.19		$	0.20		$	0.57		$	0.60


(in thousands)	For the Nine Months Ended September 30, 2019
Details about Accumulated Other Comprehensive Loss	Amount Reclassified out of Accumulated Other Comprehensive Loss (1)			Affected Line Item in the Consolidated Statements of Income and Comprehensive Income
Unrealized gains on available-for-sale securities	$	5,445		Net gain (loss) on securities
		(1,527	)	Income tax (expense) benefit

	$	3,918		Net gain (loss) on securities, net of tax

Amortization of defined benefit pension plan items:
Past service liability	$	187		Included in the computation of net periodic credit (2)
Actuarial losses		(7,619	)	Included in the computation of net periodic credit (2)

		(7,432	)	Total before tax
		2,052		Income tax benefit

	$	(5,380	)	Amortization of defined benefit pension plan items, net of tax

Total reclassifications for the period	$	(1,462	)


	December 31, 2018
(in thousands)	Amortized Cost		Gross Unrealized Gain		Gross Unrealized Loss		Fair Value
Debt securities available-for-sale:
Mortgage-related Debt Securities:
GSE certificates	$	1,705,336	$	18,146	$	15,961	$	1,707,521
GSE CMOs		1,248,621		8,380		4,240		1,252,761

Total mortgage-related debt securities	$	2,953,957	$	26,526	$	20,201	$	2,960,282

Other Debt Securities:
GSE debentures	$	1,334,549	$	3,366	$	8,988	$	1,328,927
Asset-backed securities (1)		386,768		784		430		387,122
Municipal bonds		68,551		195		2,563		66,183
Corporate bonds		836,153		8,667		23,105		821,715
Capital trust notes		48,278		6,435		5,422		49,291

Total other debt securities	$	2,674,299	$	19,447	$	40,508	$	2,653,238

Total debt securities available for sale (2)	$	5,628,256	$	45,973	$	60,709	$	5,613,520

Equity Securities:
Preferred stock		15,292		—		1,446		13,846
Mutual funds and common stock (3)		16,870		366		531		16,705

Total equity securities	$	32,162	$	366	$	1,977	$	30,551

Total securities	$	5,660,418	$	46,339	$	62,686	$	5,644,071


(in thousands)	For the Nine Months Ended September 30, 2019
Beginning credit loss amount as of December 31, 2018	$	196,187
Add: Initial other-than-temporary credit losses		—
Subsequent other-than-temporary credit losses		—
Amount previously recognized in AOCL		—
Less: Realized losses for securities sold		—
Securities intended or required to be sold		—
Increase in cash flows on debt securities		46

Ending credit loss amount as of September 30, 2019	$	196,141


(in thousands)	Loans 30-89 Days Past Due		Non- Accrual Loans		Loans 90 Days or More Delinquent and Still Accruing Interest		Total Past Due Loans		Current Loans		Total Loans Receivable
Multi-family	$	—	$	5,793	$	—	$	5,793	$	30,263,616	$	30,269,409
Commercial real estate		9,750		5,563		—		15,313		6,970,255		6,985,568
One-to-four family		—		2,040		—		2,040		393,004		395,044
Acquisition, development, and construction		—		—		—		—		297,526		297,526
Commercial and industrial (1) (2)		483		42,544		—		43,027		2,799,125		2,842,152
Other		6		253		—		259		8,482		8,741

Total	$	10,239	$	56,193	$	—	$	66,432	$	40,732,008	$	40,798,440


	Remaining Contractual Maturity of the Agreements
(in thousands)	Overnight and Continuous		Up to 30 Days		30–90 Days		Greater than 90 Days
GSE obligations	$	—	$	—	$	—	$	800,000


	Number of Shares			Weighted Average Grant Date Fair Value
Unvested at beginning of year		6,904,388		$	14.74
Granted		2,022,198			10.44
Vested		(2,189,635	)		15.19
Canceled		(197,470	)		12.88

Unvested at end of period		6,539,481			13.32


(in thousands)	For the Three Months Ended September 30, 2019		For the Nine Months Ended September 30, 2019
Interest income on lease financing (1)	$	10,149	$	27,358


(in thousands)	September 30, 2019
Net investment in the lease- lease payments receivable	$	1,077,574
Net investment in the lease- unguaranteed residual assets		68,826

Total lease payments	$	1,146,400


(in thousands)	For the Three Months Ended September 30, 2019			For the Nine Months Ended September 30, 2019
Components of Lease Expense:
Operating lease cost	$	7,193		$	21,751
Sublease income		(18	)		(83	)

Total lease cost	$	7,175		$	21,668


(in thousands)
2019	$	30,322
2020		23,399
2021		19,736
2022		16,552
2023 and thereafter		55,525

Total minimum future rentals	$	145,534


	At September 30, 2019
	Multi-Family Loans					Commercial Real Estate Loans
(dollars in thousands)	Amount		Percent of Total			Amount		Percent of Total
New York City:
Manhattan	$	7,610,013		25.14	%	$	3,417,963		48.93	%
Brooklyn		5,354,342		17.69			531,293		7.61
Bronx		3,900,616		12.89			120,498		1.73
Queens		2,532,967		8.37			594,659		8.51
Staten Island		81,168		0.27			54,066		0.77

Total New York City	$	19,479,106		64.36	%	$	4,718,479		67.55	%

New Jersey		3,447,539		11.39			499,613		7.15
Long Island		544,474		1.80			813,975		11.65

Total Metro New York	$	23,471,119		77.55	%	$	6,032,067		86.35	%

Other New York State		1,089,788		3.60			186,609		2.67
All other states		5,708,502		18.85			766,892		10.98

Total	$	30,269,409		100.00	%	$	6,985,568		100.00	%


(in thousands)
Balance at December 31, 2018	$	45,506
New non-accrual		35,823
Charge-offs		(8,596	)
Transferred to repossessed assets		(3,129	)
Loan payoffs, including dispositions and principal pay-downs		(13,411	)
Restored to performing status		—

Balance at September 30, 2019	$	56,193


(dollars in thousands)	At or For the Nine Months Ended September 30, 2019			At or For the Year Ended December 31, 2018
Allowance for Loan Losses:
Balance at beginning of period	$	159,820		$	158,046
Provision for losses		5,403			18,256
Charge-offs:
Multi-family		(437	)		(34	)
Commercial real estate		—			(3,191	)
One-to-four family residential		(949	)		—
Acquisition, development, and construction		—			(2,220	)
Other loans		(15,010	)		(12,897	)

Total charge-offs		(16,396	)		(18,342	)
Recoveries:
Multi-family		—			—
Commercial real estate		—			137
One-to-four family residential		—			—
Acquisition, development, and construction		43			127
Other loans		563			1,596

Total recoveries		606			1,860

Net charge-offs		(15,790	)		(16,482	)

Balance at end of period	$	149,433		$	159,820

Non-Performing Assets:
Non-accrual mortgage loans:
Multi-family	$	5,793		$	4,220
Commercial real estate		5,563			3,021
One-to-four family residential		2,040			1,651
Acquisition, development, and construction		—			—

Total non-accrual mortgage loans		13,396			8,892
Other non-accrual loans		42,797			36,614

Total non-performing loans	$	56,193		$	45,506
Repossessed assets (1)		11,691			10,794

Total non-performing assets	$	67,884		$	56,300

Asset Quality Measures:
Non-performing loans to total loans		0.14	%		0.11	%
Non-performing assets to total assets		0.13			0.11
Allowance for loan losses to non-performing loans		265.93			351.21
Allowance for loan losses to total loans		0.37			0.40
Net charge-offs during the period to average loans outstanding during the period		0.04			0.04
Loans 30-89 Days Past Due:
Multi-family	$	—		$	—
Commercial real estate		9,750			—
One-to-four family residential		—			9
Acquisition, development, and construction		—			—
Other loans		489			555

Total loans 30-89 days past due (2)	$	10,239		$	564


(in thousands)
New York	$	48,319
New Jersey		6,619
Arizona		329
All other states		926

Total non-performing loans	$	56,193


	At September 30, 2019
(dollars in thousands)	Three Months or Less			Four to Twelve Months			More Than One Year to Three Years			More Than Three Years to Five Years			More Than Five Years to 10 Years			More Than 10 Years			Total
INTEREST-EARNING ASSETS:
Mortgage and other loans (1)	$	6,114,934		$	8,216,484		$	15,280,964		$	9,231,977		$	1,736,670		$	206,999		$	40,788,028
Mortgage-related securities (2)(3)		178,235			232,957			809,629			659,656			745,240			715,962			3,341,679
Other securities (2)		2,299,027			400,778			125,586			63,549			193,702			36,618			3,119,260
Interest-earning cash and cash equivalents		700,095			—			—			—			—			—			700,095

Total interest-earning assets		9,292,291			8,850,219			16,216,179			9,955,182			2,675,612			959,579			47,949,062

INTEREST-BEARING LIABILITIES:
Interest-bearing checking and money market accounts		4,376,796			812,842			1,481,637			882,876			2,406,252			—			9,960,403
Savings accounts		812,020			990,851			661,428			443,156			1,910,242			—			4,817,697
Certificates of deposit		3,754,894			9,279,604			1,033,919			195,715			38			—			14,264,170
Borrowed funds		1,882,926			3,125,000			1,297,661			—			7,180,000			140,773			13,626,360

Total interest-bearing liabilities		10,826,636			14,208,297			4,474,645			1,521,747			11,496,532			140,773			42,668,630

Interest rate sensitivity gap per period (4)	$	(1,534,345	)	$	(5,358,078	)	$	11,741,534		$	8,433,435		$	(8,820,920	)	$	818,806		$	5,280,432

Cumulative interest rate sensitivity gap	$	(1,534,345	)	$	(6,892,423	)	$	4,849,111		$	13,282,546		$	4,461,625		$	5,280,432

Cumulative interest rate sensitivity gap as a percentage of total assets		(2.92	)%		(13.12	)%		9.23	%		25.28	%		8.49	%		10.05	%
Cumulative net interest-earning assets as a percentage of net interest-bearing liabilities		85.83	%		72.47	%		116.43	%		142.80	%		110.49	%		112.38	%


Change in Interest Rates (in basis points) (1)	Estimated Percentage Change in Economic Value of Equity
+100		(3.12	)%
+200		(9.96	)%
-100		(2.45	)%


Change in Interest Rates (in basis points) (1)(2)	Estimated Percentage Change in Future Net Interest Income
+100		(2.72	)%
+200		(5.03	)%
-100		2.63	%


	For the Three Months Ended									Sep. 30, 2019 compared to
(dollars in thousands)	Sep. 30, 2019			Jun. 30, 2019			Sep. 30, 2018			Jun. 30, 2019			Sep. 30, 2018
Total Interest Income	$	454,551		$	453,752		$	425,144			0	%		7	%
Prepayment Income:
Loans	$	12,279		$	11,842		$	8,288			4	%		48	%
Securities		1,866			780			1,037			139	%		80	%

Total prepayment income	$	14,145		$	12,622		$	9,325			12	%		52	%

GAAP Net Interest Margin		1.99	%		2.00	%		2.16	%		-1	bp		-17	bp
Less:
Prepayment income from loans		10	bp		10	bp		7	bp		0	bp		3	bp
Prepayment income from securities		1			1			1			0	bp		0	bp

Total prepayment income contribution to net interest margin		11	bp		11	bp		8	bp		0	bp		3	bp

Adjusted Net Interest Margin (non-GAAP)		1.88	%		1.89	%		2.08	%		-1	bp		-20	bp


	For the Three Months Ended
	September 30, 2019							June 30, 2019							September 30, 2018
(dollars in thousands)	Average Balance		Interest		Average Yield/Cost			Average Balance		Interest		Average Yield/Cost			Average Balance		Interest		Average Yield/Cost
Assets:
Interest-earning assets:
Mortgage and other loans, net	$	40,756,495	$	391,920		3.84	%	$	40,208,256	$	387,634		3.86	%	$	39,465,876	$	368,264		3.73	%
Securities		6,324,588		59,785		3.78			6,320,252		60,340		3.82			5,279,319		49,084		3.71
Interest-earning cash and cash equivalents		511,730		2,846		2.21			967,364		5,778		2.40			1,557,465		7,796		1.99

Total interest-earning assets		47,592,813		454,551		3.82			47,495,872		453,752		3.82			46,302,660		425,144		3.67
Non-interest- earning assets		4,664,905							4,576,454							4,305,623

Total assets	$	52,257,718						$	52,072,326						$	50,608,283

Liabilities and Stockholders’ Equity:
Interest-bearing deposits:
Interest-bearing checking and money market accounts	$	10,263,331	$	42,465		1.64	%	$	10,811,077	$	47,772		1.77	%	$	11,732,410	$	44,497		1.50	%
Savings accounts		4,747,843		9,326		0.78			4,729,517		8,861		0.75			4,872,126		7,325		0.60
Certificates of deposit		14,093,146		86,934		2.45			13,509,392		80,651		2.39			10,740,927		51,249		1.89

Total interest-bearing deposits		29,104,320		138,725		1.89			29,049,986		137,284		1.90			27,345,463		103,071		1.50
Borrowed funds		13,325,104		79,911		2.38			13,111,692		78,778		2.41			13,704,208		72,567		2.10

Total interest-bearing liabilities		42,429,424		218,636		2.04			42,161,678		216,062		2.06			41,049,671		175,638		1.70
Non-interest- bearing deposits		2,491,796							2,698,578							2,488,674
Other liabilities		631,688							559,955							265,573

Total liabilities		45,552,908							45,420,211							43,803,918
Stockholders’ equity		6,704,810							6,652,115							6,804,365

Total liabilities and stockholders’ equity	$	52,257,718						$	52,072,326						$	50,608,283

Net interest income/interest rate spread			$	235,915		1.78	%			$	237,690		1.76	%			$	249,506		1.97	%

Net interest margin						1.99	%						2.00	%						2.16	%

Ratio of interest-earning assets to interest-bearing liabilities						1.12	x						1.13	x						1.13	x


	For the Nine Months Ended
(dollars in thousands)	Sep. 30, 2019			Sep. 30, 2018			Change (%)
Total Interest Income	$	1,354,477		$	1,246,801			9	%
Prepayment Income:
Loans	$	33,462		$	35,848			-7	%
Securities		2,873			4,604			-38	%

Total prepayment income	$	36,335		$	40,452			-10	%

GAAP Net Interest Margin		2.01	%		2.30	%		-29	bp
Less:
Prepayment income from loans		10bp			11bp			-1	bp
Prepayment income from securities		—			1			-1	bp

Total prepayment income contribution to net interest margin		10	bp		12	bp		-2	bp

Adjusted Net Interest Margin (non-GAAP)		1.91	%		2.18	%		-27	bp


	For the Nine Months Ended September 30,
(in thousands)	2019		2018
Fee income	$	22,295	$	22,056
BOLI income		20,245		20,424
Net gain (loss) on securities		7,755		(810	)
Other income:
Third-party investment product sales		5,242		9,484
Other		11,231		17,331

Total other income		16,473		26,815

Total non-interest income	$	66,768	$	68,485


(dollars in thousands, except per share data)
Third Quarter 2019	Total Shares of Common Stock Repurchased		Average Price Paid per Common Share		Total Allocation
July 1 – July 31		19,532	$	10.60	$	207
August 1 – August 31		5,144		11.23		58
September 1 – September 30		6,383		12.51		80

Total shares repurchased		31,059		11.10	$	345

Large accelerated filer

Accelerated filer

Non-Accelerated filer

Smaller Reporting Company

Emerging Growth Company