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CORRESP
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CORRESP

 

 102 Duffy Avenue

 Hicksville, New York 11801

Telephone: (516) 683-4100

 Craig Gifford

 Senior
Executive Vice President and Chief Financial Officer

 VIA EDGAR

August 12, 2024

 Mr. Todd Schiffman

 Mr. Christian Windsor

 Division of Corporation Finance

 Securities and Exchange Commission

 100 F Street, N.E.

Washington, DC 20549

 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 Mr. Schiffman and Mr. Windsor:

New York Community Bancorp, Inc. (the “Company,” “NYCB” “we” or “our”) is submitting the following
responses to the comment letter of the staff (the “Staff”) of the Securities and Exchange Commission dated July 17, 2024, regarding the Company’s Amendment No. 1 to its Annual Report on Form
10-K for the fiscal year ended December 31, 2023 (the “2023 10-K”) and the Company’s Quarterly Report on Form
10-Q for the fiscal quarter ended March 31, 2024 (the “Q1 10-Q”) in accordance with the Securities Exchange Act of 1934, as amended.

To assist your review, we have retyped the text of the Staff’s comments in bold text below. Please note that, except where otherwise
indicated below, references to page numbers refer to the page numbers of the EDGAR-filed 202310-K and Q1 10-Q.

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.

 August 12, 2024

 Page
 2
 of 38

 The Agencies maintain standards that define the criteria that must be met for an institution
to qualify as an eligible custodial depository for the deposits related to loans owned by those respective entities. Each of the following three criteria must be met in order to qualify as an eligible custodial depository: the depository institution
must 1) offer deposit insurance through the Federal Deposit Insurance Corporation (the “FDIC”) or the National Credit Union Share Insurance Fund, 2) be rated as well capitalized by its federal or state regulator and 3) have an investment
grade short-term issuer/deposit rating from Moody’s Investor’s Service Inc. (“Moody’s”) or S&P Global Ratings (“S&P”) if the institution has assets of more than $30 billion. If any of these three
criteria are not met, the agencies can declare a depository ineligible to hold its custodial deposits, issue a waiver of the criteria or mandate certain restrictions such as limiting the institution to only insured balances or require more frequent
remittance of collected custodial funds. Each agency operates independently and makes its own determination on eligibility.

 As of
June 30, 2024, Flagstar Bank, N.A. (“Flagstar” or the “Bank”) was not in compliance with the third criteria and has received a full waiver from each of the three Agencies. Had Flagstar not been able to secure these waivers,
some or all of the agency custodial deposit balances would exit the Bank causing a decline in liquidity.

 Commencing with our Quarterly
Report on Form 10-Q for the quarter ended June 30, 2024 (the “Q2 10-Q”), we will revise our disclosure to disclose the existence of any waivers to maintain the
deposit business due to a downgrade in our credit ratings and any risks related to such waiver and/or downgrade.

 We have included the
following disclosure in our Q2 10-Q:

 MD&A, Credit Ratings

“We maintain credit ratings from three rating agencies: Moody’s, Fitch and Morningstar DBRS. As of each of the dates indicated, our
credit ratings were as follows:

June 30, 2024

December 31, 2023

June 30, 2023

 Long-Term Issuer Rating:

 Moody’s

B2

Baa3

Baa3

 Fitch

BB

BBB

BBB

 Morningstar DBRS

BBB
(low)

BBB
(high)

BBB
(high)

 Short-Term Deposits Rating:

 Moody’s

NP

P-2

P-2

 The primary mortgage loan agencies maintain standards that define the criteria that must be met for an
institution to qualify as an eligible custodial depository for the deposits related to loans owned by those entities, including have an investment grade short-term issuer/deposit rating from Moody’s or S&P. We are currently not in
compliance with that criteria. We have received a waiver of these criteria for all of our custodial deposits which could be revoked at any of the agencies’ discretion. We have no other direct contractual relationships tied to further downgrades
in our credit ratings, but may suffer reputational risk that could have an adverse effect on our business should that occur.”

 August 12, 2024

 Page
 3
 of 38

 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.

 Commencing with our Annual Report on Form 10-K for the year ending
December 31, 2024 (the “2024 10-K”), we will clarify the disclosure in the risk factor section. We do note, however, that this risk factor disclosure may further change as a result of the
Company having recently reached an agreement to sell its consumer mortgage business, which was announced on July 25, 2024.

 We further
confirm that the risk factor section, as presented in our 2023 10-K, was focused on our residential mortgage origination business, specifically related to the portion of our business conducted through
third-party mortgage originators. Any loans originated through third-party mortgage originators are classified as held-for-sale.

We have not historically utilized and do not intend to utilize third party originators for our commercial real estate loans or multi-family
loans, or in the manner described in the 2023 10-K risk factor. We have only historically utilized third party brokers to refer loan origination opportunities. We have historically and will continue to
underwrite our commercial real estate and multi-family loans in-house. We have included a comment to this effect in our Q2 10-Q.

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.

We currently maintain credit ratings from three ratings agencies: Moody’s, Fitch and Morningstar DBRS. We receive a long-term debt rating
from all three agencies and a deposit rating from Moody’s. We have no other contractual relationships tied to further downgrades to our debt or deposit ratings other than as described in our response to comment 1.

Please see our response to comment 1 above for the additional disclosure added to address this comment.

Our credit ratings as of June 30, 2024 were as follows:

June 30, 2024

 Long-Term Issuer Rating:

 Moody’s

B2

 Fitch

BB

 Morningstar DBRS

BBB
 (low)

 Short-Term Deposits Rating:

 Moody’s

NP

 August 12, 2024

 Page
 4
 of 38

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.

 We do not expect the costs for the remediation of
reported material weaknesses to be material. We have made significant changes to our Board of Directors and executive management team to address governance and oversight matters. We have also hired, and are in the process of hiring personnel, to
improve the design and operating effectiveness of our credit review controls which we consider to be part of our ongoing operations. To the extent that facts and circumstances change from current expectations as we execute our remediation actions,
we will provide additional disclosures in the Management’s Discussion and Analysis sections of the applicable Annual Report on Form 10-K or Quarterly Report on Form
10-Q regarding any expected material expenditures.

 We have included the following disclosure in
our Q2 10-Q:

 MD&A, Recent Developments

“We identified certain material weaknesses in management’s report on internal control over financial reporting included within Item
9A of our Annual Report on Form 10-K/A for the year ended December 31, 2023. Our progress toward remediation as of June 30, 2024 is discussed within Item 4 of this Form
10-Q. We do not expect the cost to remediate these material weaknesses to be material to the consolidated financial statements.”

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.

 We do not view the assets acquired and liabilities assumed through the
Flagstar acquisition and Signature transaction as separate segments, lines of business, reporting verticals, or otherwise. The legacy Flagstar and Signature businesses have been incorporated into our overall business activities. Financial results of
the acquired businesses, including income, expense and yield are not presented separately to management, the Chief Operating Decision Maker or the Board of Directors. Given this fact pattern, management does not separately track or present this
financial information internally and the results of operations and net interest margin information disclosed are instead reflective of management’s view that we operate as a single bank. Because of the significant overlap of activities with
three organizations with similar size and business, staff, vendor, and other cost changes were done with a view to the organization as a whole and therefore impact of any individual legacy institution is indistinguishable from the whole.
Additionally, the impact on net interest income is not distinguishable because of the significant changes in funding structure of the Company in 2023 and early 2024, which impacted the Company as a whole. Therefore, while our disclosures indicate
that the acquisitions did indeed have an impact on the various income and expense components, for purposes of disclosure, granular data relating to how the Flagstar acquisition and Signature transaction has impacted income and expense amounts and
the accompanying average yield information is not produced at the legacy bank level.

 August 12, 2024

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 5
 of 38

 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.

We acknowledge that the interest rate and volume columns in the tables on page 54 of our 2023 10-K and
page 8 of our Q1 10-Q do not sum to the totals as noted in your comment. The narrative preceding the tables accurately stated how the changes were allocated to each individual line. We did not attempt to
adjust the rounding differences in each line caused by the allocation methodology to ensure the columns sum to the totals. This was consistent with how management has historically reviewed the net interest margin on its loan portfolio. In our future
filings, commencing with the Q2 10-Q, we have conformed our presentation such that the data presented sums in accordance with the comment.

We have included the following disclosure in our Q2 10-Q:

MD&A, Net Interest Income

“The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and
interest-bearing liabilities affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to (i) the changes attributable to changes in volume (changes in volume
multiplied by prior rate); (ii) the changes attributable to changes in rate (changes in rate multiplied by prior volume); and (iii) the net change.”

Three Months Ended,

Six Months Ended,

June 30, 2024 compared to
March 31, 2024 Increase/
(Decrease) Due to:

June 30, 2024 compared to
June 30, 2023 Increase/
(Decrease) Due to:

(In millions)

Volume1

Rate1 2

Net

Volume1

Rate1 2

Net

 INTEREST-EARNING ASSETS:

 Mortgage and other loans and leases

$
(13
)

$
(13
)

$
(26
)

$
 167

$
 165

$
 332

 Securities

6

10

16

32

24

56

 Reverse repurchase agreements

— 

— 

— 

(8
)

(9
)

(17
)

 Interest earning cash & cash equivalent

50

(5
)

45

125

33

158

 Total interest-earnings assets

$
43

$
 (8
)

$
 35

$
 316

$
 213

$
 529

 INTEREST-BEARING LIABILITIES:

 Interest-bearing checking and money market accounts

$
(24
)

$
 6

$
(18
)

$
(29
)

$
 86

$
 57

 Savings accounts

4

13

17

(15
)

47

32

 Certificates of deposit

25

21

46

164

208

372

 Short term borrowed funds

11

16

27

(29
)

(11
)

(40
)

 Other borrowed funds

16

14

30

144

238

$
 382

 Total interest-bearing liabilities

$
32

$
 70

$
 102

235

$
 568

$
 803

 Change in net interest income

$
11

$
(78
)

$
(67
)

$
 81

$
 (355
)

$
 (274
)

(1)
 The change in interest income or expense due to both rate and volume has been allocated between the factors in
proportion to the relationship of the absolute dollar amounts of the change in each.

(2)
 Includes the impact of nonaccrual loans.

 August 12, 2024

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 6
 of 38

 Provision for Credit Losses

Comparison to Prior Year to Date, page 55

7.
 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-funded capital expenditures, which led to management’s determination to take this charge-off in the