SecProbe.io

July 17, 2024
Craig Gifford
Senior Executive Vice President and Chief Financial Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801
Re:New York Community Bancorp, Inc.
Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31, 2023
Filed March 15, 2024
Form 10-Q for the Fiscal Quarter Ended March 31, 2024
File No. 001-31565
Dear Craig Gifford:
            We have reviewed your filings and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Risk Factors
Failure to maintain an adequate level of liquidity could result in an inability to fulfill our financial
obligations, page 32
1.We note your disclosure in the second paragraph of this risk factor that downgrades in
your credit ratings could result in an "acceleration of deposit outflows." We also note that
you hold governmental and custodial accounts, including for your mortgage servicing
rights, that required you to maintain a specified credit rating. Please provide disclosure in
future filings of where you are seeking or have received a waiver in order to maintain the
deposit business due to a downgrade in one or more of your credit ratings and the specific
risks posed if you have not been able to, or are not able to in the future, secure a waiver as
needed.

July 17, 2024
Page 2
We utilize third-party mortgage originators which subjects us to strategic, reputation, compliance,
and operational risk., page 43
2.Please tell us and provide disclosure in the future as to whether this section relates only to
consumer mortgage loans or also includes multi-family or commercial real estate loans.
Also, please indicate to the extent material, whether you rely, or have relied upon a
particular broker or other third-party service provider for origination or documentation of
mortgage loans. We note The Wall Street Journal articles on February 10 and March 24,
2024 discussing your significant business relationship with Meridian Capital Group.
Management's Discussion and Analysis of Financial Condition and Results of Operations, page
51
3.Please tell us and revise future filings to discuss the third-party credit ratings you are
subject to, your credit ratings for the periods presented, and the impact or potential impact
of changes to those ratings during the periods presented.
4.We note the discussion under "Remediation Status of Reported Material Weaknesses" on
page 153. Please discuss on page 51 or elsewhere in the MD&A whether and to
what extent these measures will require material expenditures. For example, include a
discussion of any expected material increases in non-interest expense.
Net Interest Income, page 53
5.We note your discussion regarding net interest income, including your year-to-year
comparison. While you have referred to changes in various interest income and expense
components being impacted by the Flagstar and Signature acquisitions here and in the
following net interest margin presentation and discussion, you have not quantified or
further discussed how these individual acquisitions impacted the noted income and
expense amounts and the accompanying average yield information. Please tell us and
revise future filings to more fully quantify how the individual acquisitions impacted each
disclosed income and expense analysis, including both nominal changes in total amounts
and yield changes. Please refer to Item 303(b)(2) of Regulation S-K.
Net Interest Margin, page 54
6.We note on page 54 of the December 31, 2023 10-K and page 8 of the March 31, 2024
10-Q that certain data presented does not sum to the totals in your rate/volume tables.
Please revise future filings accordingly.
Provision for Credit Losses
Comparison to Prior Year to Date, page 55
We note you charged-off $112 million for a co-operative loan in the fourth quarter,
subsequently transferred the loan to held for sale and recognized a $26 million gain from
the disposition on sale subsequent to year-end. We also note from your 8-K and
accompanying press release dated January 31, 2024, that the loan had "a unique feature
that pre-funded capital expenditures" when describing the charge-off and related
information. Please provide the following additional details regarding the loan and
charge-off:
Additional information on the triggering events or other factors, such as the pre-•7.

July 17, 2024
Page 3
funded capital expenditures, which led to management’s determination to take this
charge-off in the fourth quarter.
•The carrying value of the loan, loan performance, the existence of any specific loan
loss provisions as of each quarterly period from December 31, 2022 to December 31,
2023.
•Granular and transparent information regarding the uniqueness of the loan and how
the pre-funded capital expenditures work within the loan terms.
•A reconciliation as to how the gain was determined subsequent to year-end.
Loan Maturity and Repricing Analysis, page 58
8.We noted in your table on page 58 that a significant portion of your multi-family and
commercial real estate portfolios will reprice over the next six years. We also note your
disclosure on page 67 that “repricing risk” was one of the factors in your fourth quarter
reserve build. Please tell us and revise future filings to discuss in greater detail the impact
that repricing risk has on your borrower’s ability to repay loans, how such risk is included
in your allowance for loan losses assumptions and/or qualitative factors, and any potential
negative impacts of repricing on your business. Similarly consider updating your risk
factor disclosure to discuss how you evaluate repricing risk during the term of the loan in
cases where the loan is still performing.
9.We note 63% of your total loans will mature or reprice in the next one to five years, as
derived from your loan maturity and repricing table. Given the significance of this balance
to your overall portfolio and impact it may have on the many facets of your operations
including loan performance, net interest margin, liquidity and results of operations, please
provide and revise future filings to provide a more granular presentation of the various
maturities within the one-to-five-year category. Please also clarify whether you classify
loans during the initial fixed rate period as fixed or adjustable in the repricing table.
Please refer to Item 303 of Regulation S-K.
Multi-Family Loans, page 59
10.We note your disclosure that $18.3 billion of your multi-family loan portfolio is subject to
rent regulation. Please tell us and revise future filings to explain in greater detail how the
New York Housing Stability and Tenant Protection Act of 2019 could impact or has
impacted the value of the properties securing these loans and borrower’s ability to repay
the loans.
11.We note your disclosure that approximately 38 percent of the loans subject to rent
regulation in the multi-family portfolio are currently in an interest only period. Please tell
us and revise future filings to disclose the total multi-family loans in an interest-only
period and the average interest-only period remaining.  In addition, we note from the
penultimate paragraph on page 60 that, "our multi-family loans may contain an initial
interest-only period which typically does not exceed two years..." Please confirm to us
that these loans were originated in the past two years or explain to us the reason(s) why 38
percent of these loans are in an interest-only period.
We note that the weighted average LTV of the New York State rent regulated multi-
family portfolio was 58 percent as of December 31, 2023. We also note your disclosure 12.

July 17, 2024
Page 4
on page 60 that you primarily underwrite 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. Please revise future filings to
clarify whether the values in your LTV’s, like that referenced above on page 59, refer to
the sale price or another measure of value.
13.We note that multi-family loans may contain an initial interest-only period at origination.
Please tell us and revise future filings to clarify if the minimum DSCR of 120 percent is
calculated on the interest only period or fully amortized basis. Please tell us how you
determine when to offer an initial interest-only period and how such term works with the
initial fixed rate period of the loan. For example, explain if the interest-only loans are
those that have a longer fixed rate period, or clarify, if true, that you offer such terms to
borrowers that are refinancing at the end of a fixed-rate period, etc. Similarly include in
your response and future filings information related to the initial interest-only periods for
commercial real estate discussed on page 62.
14.We note your disclosure on page 31 regarding the impact of the New York Housing
Stability and Tenant Protection Act of 2019 and the potential for the value of collateral
located in New York State to become impaired, and in turn, have a negative adverse effect
on your financial condition and results of operations. We also note that multi-family loans
classified as substandard increased from approximately $0.6 billion at December 31, 2022
to approximately $2.3 billion at December 31, 2023. We note on page 64 that it is not
your policy to order updated appraisals for performing loans. Please tell us and revise
future filings to discuss whether you had a process or procedure in place to consider
obtaining updated appraisals on properties securing your multi-family loans on a more
regular basis considering the deterioration of the credit quality in your multi-family loan
portfolio and potential impact of declining loan to value ratios. In addition, describe the
analysis done that led to the determination not to update appraisals on a more regular
basis.
15.In future filings, revise to describe the specific details of any risk management policies,
procedures or other actions undertaken by management in response to the current
environment for rent regulated multi-family loans.
16.Reference is made to the last full paragraph on page 59. Tell us with a view toward
disclosure whether you monitor cash-flow on the properties securing the loans after the
loan disbursement if the loan is still performing, and if so, how you utilize this
information.
17.We note the third full paragraph on page 60 where you discuss your relationships with
mortgage brokers. Tell us with a view toward future disclosure, what percentage of multi-
family or commercial real estate loans were developed in house versus through mortgage
brokers. If applicable, tell us whether any mortgage broker was responsible for referring
more than 10% of your multi-family or commercial real estate portfolio in any significant
geographic region. Finally, regarding the 350 largest loans that were reevaluated in the
first quarter, please quantify what percentage were through mortgage brokers. Please also
provide disclosure to the extent there is a significant concentration with a specific
mortgage broker in that population of loans.

July 17, 2024
Page 5
Commercial Real Estate, page 61
18.We note that you identify the loan types that make up your CRE loan portfolio in your
disclosure on page 61. Please revise future filings, to also quantify your CRE loan
portfolio by borrower or other characteristics (e.g., office, hotel, multi-family) for the
periods presented, similar to the information you provided investors in your January 31,
2024 earnings call presentation. In addition, please tell us and revise future filings to
disclose the current weighted average loan to value ratio and occupancy rates for all the
periods presented.
Non-Performing Loans, page 66
19.We note that non-performing loans (NPL’s) increased significantly from December 31,
2022 through the first quarter ending March 31, 2024 across all loan categories and your
disclosure that the increase in NPLs was primarily driven by a $125 million increase in
multi-family loans and a $108 million in commercial real estate loans, primarily office.
Please further explain the underlying reasons driving the changes in your NPLs in each
loan category, including separately quantifying how much of the increase relates to loans
acquired in the Signature acquisition as well as disclosure of trends driving delinquencies
in each loan category such as occupancy rates, etc.
Allowance for Credit Losses, page 67
20.We note your disclosure here and in Note 7 – Allowance for Credit Losses on Loans and
Leases that you built your allowance for credit losses to address weakness in the office
sector, potential repricing risk in multi-family portfolio and conditions leading to
increases in classified assets. We also note that portfolio prepayments are an integral
assumption in estimating the allowance for credit losses on your commercial real estate
portfolio.  Please tell us and revise future filings to expand your discussion around the
specific risks, factors, and trends driving each of these conditions, by lending category
and how these factors were reflected in your allowance model, for example, as qualitative
factor adjustments and/or changes to the quantitative assumptions, such as probability-of-
default, loss-given-default, and exposure-at-default.  Your response should provide both
qualitative and quantitative information related to the impact each factor had on your
allowance for loan loss model for each quarter in 2023 and first quarter of 2024, including
repricing risk and prepayment forecast changes. Please refer to Item 303 of Regulation S-
K.
Charge-offs, page 67
21.We note that total and net charge-offs increased significantly from December 31, 2022 to
December 31, 2023 across all loan categories. Please tell us and revise future filings to
more comprehensively explain the underlying reasons contributing to the changes in your
charge- offs for all the periods presented. Please be as specific and detailed as needed to
provide an investor with a clear understanding of the specific trends impacting your
borrowers that contribute to charge-offs. Please refer to Item 303 of Regulation S-K.

July 17, 2024
Page 6
Deposits, page 72
22.We note disclosure on page 72 regarding deposits and your disclosure on page
55 regarding changes in your deposit base and funding costs. To the extent material,
please provide additional quantitative and qualitative disclosure regarding your deposit
base to allow investors to understand the significance and potential duration of these
changes and factors that are reasonably likely to result in your liquidity increasing or
decreasing in a material way. Please refer to Item 303(b)(1)(i) of Regulation S-K.
Examples of quantitative and qualitative disclosure that you should consider providing, if
material, include:
•Disaggregation of deposit statistics and concentration of deposits along with
additional information about their characteristics to help investors evaluate potential
duration, such as average number of products held or average deposit “life” by type of
depositor.
•How deposit pricing changes in response to higher interest rates, referred to as
“deposit beta.”
•Changes in the types of deposits (e.g., increases in brokered or uninsured deposits,
reductions in insured deposits, increase in higher yielding deposits) and factors
driving the changes.
•The potential effects on liquidity and funding that the failure for brokered deposits to
roll over and remain with the bank may have.
23.We noted in your March 7, 2024 investor conference call regard