false FY 0000910073 --12-31 us-gaap:AccountingStandardsUpdate201613Member true 2020-03-30 true true true true true true true P6Y us-gaap:AccountingStandardsUpdate201613Member us-gaap:AccountingStandardsUpdate201613Member us-gaap:AccountingStandardsUpdate201613Member us-gaap:AccountingStandardsUpdate201613Member us-gaap:AccountingStandardsUpdate201613Member us-gaap:AccountingStandardsUpdate201613Member 0000910073 2020-01-01 2020-12-31 iso4217:USD 0000910073 2020-06-30 xbrli:shares 0000910073 2021-02-18 0000910073 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0000910073 nycb:BifurcatedOptionNoteUnitSecuritiesMember 2020-01-01 2020-12-31 0000910073 nycb:FixedToFloatingRateSeriesANoncumulativePerpetualPreferredStockMember 2020-01-01 2020-12-31 0000910073 2020-12-31 0000910073 2019-12-31 iso4217:USD xbrli:shares 0000910073 2019-01-01 2019-12-31 0000910073 2018-01-01 2018-12-31 0000910073 us-gaap:CommonStockMember 2019-12-31 0000910073 us-gaap:PreferredStockMember 2019-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2019-12-31 0000910073 us-gaap:RetainedEarningsMember 2019-12-31 0000910073 us-gaap:TreasuryStockMember 2019-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-12-31 0000910073 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2019-12-31 0000910073 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2020-01-01 2020-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember 2020-01-01 2020-12-31 0000910073 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2019-12-31 0000910073 us-gaap:CommonStockMember 2020-01-01 2020-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2020-01-01 2020-12-31 0000910073 us-gaap:TreasuryStockMember 2020-01-01 2020-12-31 0000910073 us-gaap:RetainedEarningsMember 2020-01-01 2020-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-01-01 2020-12-31 0000910073 us-gaap:CommonStockMember 2020-12-31 0000910073 us-gaap:PreferredStockMember 2020-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2020-12-31 0000910073 us-gaap:RetainedEarningsMember 2020-12-31 0000910073 us-gaap:TreasuryStockMember 2020-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2020-12-31 0000910073 us-gaap:CommonStockMember 2018-12-31 0000910073 us-gaap:PreferredStockMember 2018-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2018-12-31 0000910073 us-gaap:RetainedEarningsMember 2018-12-31 0000910073 us-gaap:TreasuryStockMember 2018-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-12-31 0000910073 2018-12-31 0000910073 us-gaap:CommonStockMember 2019-01-01 2019-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2019-01-01 2019-12-31 0000910073 us-gaap:TreasuryStockMember 2019-01-01 2019-12-31 0000910073 us-gaap:RetainedEarningsMember 2019-01-01 2019-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2019-01-01 2019-12-31 0000910073 us-gaap:CommonStockMember 2017-12-31 0000910073 us-gaap:PreferredStockMember 2017-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2017-12-31 0000910073 us-gaap:RetainedEarningsMember 2017-12-31 0000910073 us-gaap:TreasuryStockMember 2017-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2017-12-31 0000910073 2017-12-31 0000910073 us-gaap:CommonStockMember 2018-01-01 2018-12-31 0000910073 us-gaap:AdditionalPaidInCapitalMember 2018-01-01 2018-12-31 0000910073 us-gaap:TreasuryStockMember 2018-01-01 2018-12-31 0000910073 us-gaap:RetainedEarningsMember 2018-01-01 2018-12-31 0000910073 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member 2017-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201601Member 2017-12-31 0000910073 us-gaap:RetainedEarningsMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201802Member 2017-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:AccountingStandardsUpdate201802Member 2017-12-31 0000910073 us-gaap:AccumulatedOtherComprehensiveIncomeMember 2018-01-01 2018-12-31 0000910073 us-gaap:PreferredStockMember 2020-01-01 2020-12-31 0000910073 us-gaap:PreferredStockMember 2019-01-01 2019-12-31 0000910073 us-gaap:PreferredStockMember 2018-01-01 2018-12-31 0000910073 nycb:NonCoveredLoansMember 2020-01-01 2020-12-31 0000910073 us-gaap:SubordinatedDebtMember 2020-01-01 2020-12-31 0000910073 us-gaap:PensionPlansDefinedBenefitMember 2020-01-01 2020-12-31 0000910073 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-01-01 2020-12-31 0000910073 us-gaap:IPOMember 1993-11-23 0000910073 us-gaap:IPOMember 2020-12-31 nycb:Branch 0000910073 nycb:NewYorkCommunityBankMember 2020-12-31 0000910073 us-gaap:AccountingStandardsUpdate201613Member 2020-01-01 0000910073 2020-01-01 2020-01-01 0000910073 us-gaap:UnfundedLoanCommitmentMember 2019-12-31 0000910073 2020-01-01 0000910073 2020-09-30 nycb:Segement 0000910073 nycb:PremisesMember 2020-01-01 2020-12-31 0000910073 nycb:FurnitureFixturesAndEquipmentMember srt:MinimumMember 2020-01-01 2020-12-31 0000910073 nycb:FurnitureFixturesAndEquipmentMember srt:MaximumMember 2020-01-01 2020-12-31 0000910073 nycb:TaxiMedallionLoansMember 2020-12-31 0000910073 nycb:TaxiMedallionLoansMember 2019-12-31 0000910073 nycb:AccountingStandardsUpdate202004Member 2020-12-31 0000910073 us-gaap:AccountingStandardsUpdate201613Member 2020-12-31 0000910073 us-gaap:AccountingStandardsUpdate201813Member 2020-12-31 0000910073 us-gaap:AccountingStandardsUpdate201704Member 2020-12-31 0000910073 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedNetUnrealizedInvestmentGainLossMember 2020-01-01 2020-12-31 0000910073 us-gaap:ReclassificationOutOfAccumulatedOtherComprehensiveIncomeMember us-gaap:AccumulatedGainLossNetCashFlowHedgeParentMember 2020-01-01 2020-12-31 0000910073 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetPriorServiceCostCreditMember 2020-01-01 2020-12-31 0000910073 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentNetUnamortizedGainLossMember 2020-01-01 2020-12-31 0000910073 us-gaap:AccumulatedDefinedBenefitPlansAdjustmentMember 2020-01-01 2020-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2020-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2020-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USTreasurySecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:AssetBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:MunicipalBondsMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember nycb:ForeignNotesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember 2020-12-31 0000910073 nycb:MortgageBackedSecuritiesAndOtherSecuritiesMember 2020-12-31 0000910073 us-gaap:EquitySecuritiesMember us-gaap:PreferredStockMember 2020-12-31 0000910073 us-gaap:MutualFundMember 2020-12-31 0000910073 us-gaap:EquitySecuritiesMember 2020-12-31 0000910073 us-gaap:AvailableforsaleSecuritiesMember 2020-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2019-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2019-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2019-12-31 0000910073 us-gaap:AssetBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:MunicipalBondsMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember 2019-12-31 0000910073 nycb:MortgageBackedSecuritiesAndOtherSecuritiesMember 2019-12-31 0000910073 us-gaap:EquitySecuritiesMember us-gaap:PreferredStockMember 2019-12-31 0000910073 nycb:MutualFundsAndCommonStockMember 2019-12-31 0000910073 us-gaap:EquitySecuritiesMember 2019-12-31 0000910073 us-gaap:AvailableforsaleSecuritiesMember 2019-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:USTreasuryAndGovernmentMember 2020-12-31 0000910073 us-gaap:OtherDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:USStatesAndPoliticalSubdivisionsMember 2020-12-31 xbrli:pure 0000910073 us-gaap:DebtSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:AssetBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:MunicipalBondsMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:AssetBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:MunicipalBondsMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2019-12-31 0000910073 us-gaap:EquitySecuritiesMember 2019-12-31 nycb:Investment 0000910073 us-gaap:CollateralizedDebtObligationsMember 2020-12-31 0000910073 us-gaap:CollateralizedDebtObligationsMember 2019-12-31 0000910073 us-gaap:CorporateNoteSecuritiesMember 2020-12-31 0000910073 us-gaap:CorporateNoteSecuritiesMember 2019-12-31 0000910073 us-gaap:CorporateBondSecuritiesMember 2020-12-31 0000910073 us-gaap:CorporateBondSecuritiesMember 2019-12-31 0000910073 us-gaap:MunicipalBondsMember 2020-12-31 0000910073 us-gaap:MunicipalBondsMember 2019-12-31 0000910073 us-gaap:USGovernmentAgenciesDebtSecuritiesMember 2019-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:MutualFundMember 2019-12-31 0000910073 srt:MultifamilyMember 2020-12-31 0000910073 us-gaap:CommercialRealEstateMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember 2020-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2020-12-31 0000910073 us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:OtherLoansMember 2020-12-31 0000910073 us-gaap:FinanceLeasesPortfolioSegmentMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember 2020-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember 2020-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember nycb:OtherLoansMember 2020-12-31 0000910073 srt:MultifamilyMember 2019-12-31 0000910073 us-gaap:CommercialRealEstateMember 2019-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember 2019-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2019-12-31 0000910073 us-gaap:MortgageReceivablesMember 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:OtherLoansMember 2019-12-31 0000910073 us-gaap:FinanceLeasesPortfolioSegmentMember 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember 2019-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember 2019-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember nycb:OtherLoansMember 2019-12-31 0000910073 us-gaap:OtherAssetsMember 2020-12-31 0000910073 us-gaap:OtherAssetsMember 2019-12-31 0000910073 nycb:SpecialtyFinanceLoansMember us-gaap:CommercialAndIndustrialSectorMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:SpecialtyFinanceLoansMember us-gaap:CommercialAndIndustrialSectorMember nycb:OtherLoansMember 2019-12-31 0000910073 nycb:CommercialAndIndustrialLoansMember us-gaap:CommercialAndIndustrialSectorMember 2020-12-31 0000910073 nycb:CommercialAndIndustrialLoansMember us-gaap:CommercialAndIndustrialSectorMember 2019-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember srt:MultifamilyMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember us-gaap:CommercialRealEstateMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:OneToFourFamilyMortgageLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember us-gaap:ConsumerPortfolioSegmentMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 srt:MultifamilyMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 us-gaap:CommercialRealEstateMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember nycb:TaxiMedallionLoansMember us-gaap:CommercialAndIndustrialSectorMember 2020-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:TaxiMedallionLoansMember us-gaap:CommercialAndIndustrialSectorMember 2020-12-31 0000910073 srt:MultifamilyMember nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialRealEstateMember nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 srt:MultifamilyMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialRealEstateMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:FinancingReceivableThirtyToEightyNineDaysPastDueMember us-gaap:CommercialAndIndustrialSectorMember nycb:TaxiMedallionLoansMember 2019-12-31 0000910073 us-gaap:FinancingReceivablesEqualToGreaterThan90DaysPastDueMember us-gaap:CommercialAndIndustrialSectorMember nycb:TaxiMedallionLoansMember 2019-12-31 0000910073 srt:MultifamilyMember us-gaap:PassMember 2020-12-31 0000910073 us-gaap:CommercialRealEstateMember us-gaap:PassMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember us-gaap:PassMember 2020-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember us-gaap:PassMember 2020-12-31 0000910073 us-gaap:MortgageReceivablesMember us-gaap:PassMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember us-gaap:PassMember 2020-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember us-gaap:PassMember 2020-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember us-gaap:PassMember 2020-12-31 0000910073 srt:MultifamilyMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 us-gaap:CommercialRealEstateMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 us-gaap:MortgageReceivablesMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember us-gaap:SpecialMentionMember 2020-12-31 0000910073 srt:MultifamilyMember us-gaap:SubstandardMember 2020-12-31 0000910073 us-gaap:CommercialRealEstateMember us-gaap:SubstandardMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember us-gaap:SubstandardMember 2020-12-31 0000910073 us-gaap:MortgageReceivablesMember us-gaap:SubstandardMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember us-gaap:SubstandardMember 2020-12-31 0000910073 us-gaap:ConsumerPortfolioSegmentMember us-gaap:SubstandardMember 2020-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember us-gaap:SubstandardMember 2020-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember 2020-12-31 0000910073 us-gaap:PassMember srt:MultifamilyMember 2019-12-31 0000910073 us-gaap:PassMember us-gaap:CommercialRealEstateMember 2019-12-31 0000910073 us-gaap:PassMember nycb:OneToFourFamilyMortgageLoansMember 2019-12-31 0000910073 us-gaap:PassMember nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2019-12-31 0000910073 us-gaap:PassMember us-gaap:MortgageReceivablesMember 2019-12-31 0000910073 us-gaap:PassMember us-gaap:CommercialAndIndustrialSectorMember 2019-12-31 0000910073 us-gaap:PassMember us-gaap:ConsumerPortfolioSegmentMember 2019-12-31 0000910073 us-gaap:PassMember nycb:CommercialIndustrialAndOtherLoansMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember srt:MultifamilyMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember us-gaap:CommercialRealEstateMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember nycb:OneToFourFamilyMortgageLoansMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember us-gaap:CommercialAndIndustrialSectorMember 2019-12-31 0000910073 us-gaap:SpecialMentionMember nycb:CommercialIndustrialAndOtherLoansMember 2019-12-31 0000910073 us-gaap:SubstandardMember srt:MultifamilyMember 2019-12-31 0000910073 us-gaap:SubstandardMember us-gaap:CommercialRealEstateMember 2019-12-31 0000910073 us-gaap:SubstandardMember nycb:OneToFourFamilyMortgageLoansMember 2019-12-31 0000910073 us-gaap:SubstandardMember nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2019-12-31 0000910073 us-gaap:SubstandardMember us-gaap:MortgageReceivablesMember 2019-12-31 0000910073 us-gaap:SubstandardMember us-gaap:CommercialAndIndustrialSectorMember 2019-12-31 0000910073 us-gaap:SubstandardMember us-gaap:ConsumerPortfolioSegmentMember 2019-12-31 0000910073 us-gaap:SubstandardMember nycb:CommercialIndustrialAndOtherLoansMember 2019-12-31 0000910073 nycb:CommercialIndustrialAndOtherLoansMember 2019-12-31 0000910073 nycb:TwoThousandTwentyMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:RevolvingLoansMember us-gaap:PassMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandTwentyMember us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember us-gaap:SpecialMentionMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:SubstandardMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember us-gaap:SubstandardMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember us-gaap:SubstandardMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember us-gaap:SubstandardMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember us-gaap:SubstandardMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandTwentyMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:RevolvingLoansMember us-gaap:MortgageReceivablesMember 2020-12-31 0000910073 nycb:TwoThousandTwentyMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:RevolvingLoansMember us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 us-gaap:PassMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:SpecialMentionMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:RevolvingLoansMember us-gaap:SpecialMentionMember nycb:OtherLoansMember 2020-12-31 0000910073 us-gaap:SpecialMentionMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandTwentyMember us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 us-gaap:SubstandardMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandTwentyMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:RevolvingLoansMember nycb:OtherLoansMember 2020-12-31 0000910073 nycb:OtherLoansMember 2020-12-31 0000910073 nycb:TwoThousandTwentyMember 2020-12-31 0000910073 nycb:TwoThousandNineteenMember 2020-12-31 0000910073 nycb:TwoThousandEighteenMember 2020-12-31 0000910073 nycb:TwoThousandSeventeenMember 2020-12-31 0000910073 nycb:TwoThousandSixteenMember 2020-12-31 0000910073 nycb:PriorToTwoThousandSixteenMember 2020-12-31 0000910073 nycb:RevolvingLoansMember 2020-12-31 0000910073 us-gaap:RealEstateMember srt:MultifamilyMember 2020-12-31 0000910073 us-gaap:RealEstateMember us-gaap:CommercialRealEstateMember 2020-12-31 0000910073 us-gaap:RealEstateMember nycb:OneToFourFamilyMortgageLoansMember 2020-12-31 0000910073 nycb:OtherMember us-gaap:CommercialAndIndustrialSectorMember 2020-12-31 0000910073 us-gaap:RealEstateMember 2020-12-31 0000910073 nycb:OtherMember 2020-12-31 0000910073 us-gaap:ResidentialMortgageMember 2020-12-31 0000910073 us-gaap:ResidentialMortgageMember 2019-12-31 0000910073 nycb:NonCoveredLoansMember 2019-01-01 2019-12-31 0000910073 nycb:NonCoveredLoansMember 2018-01-01 2018-12-31 0000910073 nycb:FinancingReceivableTroubledDebtRestructuringsRateReductionsMember 2020-01-01 2020-12-31 0000910073 nycb:FinancingReceivableTroubledDebtRestructuringsForbearanceOfArrearsMember 2020-01-01 2020-12-31 0000910073 srt:MultifamilyMember nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialRealEstateMember nycb:AccrualLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember nycb:AccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:AccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:AccrualLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2020-12-31 0000910073 nycb:AccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 nycb:NonAccrualLoansMember nycb:NonCoveredLoansMember 2019-12-31 0000910073 us-gaap:CommercialRealEstateMember 2020-01-01 2020-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember 2020-01-01 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember 2019-01-01 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember 2019-01-01 2019-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2018-01-01 2018-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember 2018-01-01 2018-12-31 0000910073 nycb:CommercialAndIndustrialSectorAndOneToFourFamilyMortgageLoansMember 2019-12-31 0000910073 us-gaap:CommercialAndIndustrialSectorMember 2018-12-31 0000910073 nycb:OtherLoansMember 2019-12-31 0000910073 us-gaap:MortgageReceivablesMember 2018-12-31 0000910073 nycb:OtherLoansMember 2018-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember us-gaap:MortgageReceivablesMember 2019-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustmentMember nycb:OtherLoansMember 2019-12-31 0000910073 us-gaap:MortgageReceivablesMember 2020-01-01 2020-12-31 0000910073 nycb:OtherLoansMember 2020-01-01 2020-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember us-gaap:MortgageReceivablesMember 2019-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember nycb:OtherLoansMember 2019-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember us-gaap:MortgageReceivablesMember 2018-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember nycb:OtherLoansMember 2018-12-31 0000910073 srt:CumulativeEffectPeriodOfAdoptionAdjustedBalanceMember 2018-12-31 0000910073 us-gaap:MortgageReceivablesMember 2019-01-01 2019-12-31 0000910073 nycb:OtherLoansMember 2019-01-01 2019-12-31 0000910073 nycb:NonCoveredLoansMember us-gaap:MortgageReceivablesMember 2020-01-01 2020-12-31 0000910073 nycb:NonCoveredLoansMember nycb:OtherLoansMember 2020-01-01 2020-12-31 0000910073 nycb:NonCoveredLoansMember us-gaap:MortgageReceivablesMember 2019-01-01 2019-12-31 0000910073 nycb:NonCoveredLoansMember nycb:OtherLoansMember 2019-01-01 2019-12-31 0000910073 nycb:CoronavirusAidReliefAndEconomicSecurityActMember 2020-12-31 0000910073 nycb:CoronavirusAidReliefAndEconomicSecurityActMember 2020-01-01 2020-12-31 0000910073 us-gaap:UnfundedLoanCommitmentMember 2020-12-31 0000910073 nycb:OneToFourFamilyMortgageLoansMember 2020-01-01 2020-12-31 0000910073 srt:MultifamilyMember 2020-01-01 2020-12-31 0000910073 srt:MultifamilyMember 2019-01-01 2019-12-31 0000910073 us-gaap:CommercialRealEstateMember 2019-01-01 2019-12-31 0000910073 nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2019-01-01 2019-12-31 0000910073 srt:MinimumMember 2020-12-31 0000910073 srt:MaximumMember 2020-12-31 0000910073 us-gaap:SegmentDiscontinuedOperationsMember 2019-01-01 2019-12-31 0000910073 us-gaap:OtherIncomeMember 2019-01-01 2019-12-31 0000910073 us-gaap:MoneyMarketFundsMember 2020-12-31 0000910073 us-gaap:MoneyMarketFundsMember 2019-12-31 0000910073 us-gaap:InterestBearingDepositsMember 2020-12-31 0000910073 us-gaap:InterestBearingDepositsMember 2019-12-31 0000910073 us-gaap:CertificatesOfDepositMember 2020-12-31 0000910073 us-gaap:CertificatesOfDepositMember 2019-12-31 0000910073 nycb:ContractualMaturityMember 2020-12-31 0000910073 nycb:EarlierOfContractualMaturityOrNextCallDateMember 2020-12-31 0000910073 srt:FederalHomeLoanBankOfNewYorkMember 2020-12-31 0000910073 srt:FederalHomeLoanBankOfNewYorkMember 2019-12-31 0000910073 srt:FederalHomeLoanBankOfNewYorkMember 2020-01-01 2020-12-31 0000910073 srt:FederalHomeLoanBankOfNewYorkMember 2019-01-01 2019-12-31 0000910073 us-gaap:FederalHomeLoanBankAdvancesMember 2020-01-01 2020-12-31 0000910073 us-gaap:FederalHomeLoanBankAdvancesMember 2019-01-01 2019-12-31 0000910073 us-gaap:FederalHomeLoanBankAdvancesMember 2018-01-01 2018-12-31 0000910073 us-gaap:MaturityOver90DaysMember 2020-12-31 0000910073 us-gaap:MortgageBackedSecuritiesMember us-gaap:MaturityOver90DaysMember 2020-12-31 0000910073 us-gaap:USTreasuryAndGovernmentMember us-gaap:MaturityOver90DaysMember 2020-12-31 0000910073 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2020-12-31 0000910073 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2019-12-31 0000910073 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2020-01-01 2020-12-31 0000910073 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2019-01-01 2019-12-31 0000910073 us-gaap:SecuritiesSoldUnderAgreementsToRepurchaseMember 2018-01-01 2018-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustVMember 2020-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustXMember 2020-12-31 0000910073 nycb:PennFedCapitalTrustIIIMember 2020-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustXIMember 2020-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustVMember 2020-01-01 2020-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustXMember 2020-01-01 2020-12-31 0000910073 nycb:PennFedCapitalTrustIIIMember 2020-01-01 2020-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustXIMember 2020-01-01 2020-12-31 0000910073 nycb:NewYorkCommunityCapitalTrustVMember nycb:BifurcatedOptionNoteUnitSecuritiEssmMember 2002-11-04 2002-11-04 nycb:Age 0000910073 nycb:NewYorkCommunityCapitalTrustVMember nycb:BifurcatedOptionNoteUnitSecuritiEssmMember us-gaap:CapitalUnitsMember 2002-11-04 0000910073 nycb:NewYorkCommunityCapitalTrustVMember nycb:BifurcatedOptionNoteUnitSecuritiEssmMember us-gaap:CapitalUnitsMember 2002-11-04 2002-11-04 0000910073 nycb:NewYorkCommunityCapitalTrustVMember nycb:BifurcatedOptionNoteUnitSecuritiEssmMember 2002-11-04 0000910073 nycb:NewYorkCommunityCapitalTrustVMember nycb:BifurcatedOptionNoteUnitSecuritiEssmMember us-gaap:WarrantMember 2002-11-04 2002-11-04 0000910073 nycb:NewYorkCommunityCapitalTrustVMember nycb:BifurcatedOptionNoteUnitSecuritiEssmMember 2020-01-01 2020-12-31 0000910073 us-gaap:JuniorSubordinatedDebtMember 2020-01-01 2020-12-31 0000910073 us-gaap:JuniorSubordinatedDebtMember 2019-01-01 2019-12-31 0000910073 us-gaap:JuniorSubordinatedDebtMember 2018-01-01 2018-12-31 0000910073 us-gaap:SubordinatedDebtMember 2020-12-31 0000910073 us-gaap:DomesticCountryMember 2020-12-31 0000910073 us-gaap:DomesticCountryMember 2020-01-01 2020-12-31 0000910073 us-gaap:NewJerseyDivisionOfTaxationMember 2018-01-01 2018-12-31 0000910073 nycb:SpecialFederalTaxProvisionMember 2020-12-31 0000910073 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember nycb:LondonClearingHouseMember 2020-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-12-31 0000910073 us-gaap:DesignatedAsHedgingInstrumentMember 2020-01-01 2020-12-31 0000910073 us-gaap:DesignatedAsHedgingInstrumentMember 2019-01-01 2019-12-31 0000910073 us-gaap:FairValueHedgingMember nycb:LoansAndLeasesMember 2020-12-31 0000910073 us-gaap:FairValueHedgingMember nycb:LoansAndLeasesMember 2019-12-31 0000910073 nycb:LoansAndLeasesMember 2020-12-31 0000910073 us-gaap:DesignatedAsHedgingInstrumentMember 2020-12-31 0000910073 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestRateSwapMember 2020-12-31 0000910073 us-gaap:FairValueHedgingMember us-gaap:DesignatedAsHedgingInstrumentMember 2020-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:InterestIncomeMember 2020-01-01 2020-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:InterestIncomeMember 2019-01-01 2019-12-31 0000910073 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestIncomeMember 2020-01-01 2020-12-31 0000910073 us-gaap:DesignatedAsHedgingInstrumentMember us-gaap:InterestIncomeMember 2019-01-01 2019-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2020-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2019-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2020-01-01 2020-12-31 0000910073 us-gaap:InterestRateSwapMember us-gaap:CashFlowHedgingMember 2019-01-01 2019-12-31 0000910073 us-gaap:LoanOriginationCommitmentsMember 2020-12-31 0000910073 us-gaap:LoanOriginationCommitmentsMember 2019-12-31 0000910073 us-gaap:UnusedLinesOfCreditMember 2020-12-31 0000910073 us-gaap:UnusedLinesOfCreditMember 2019-12-31 0000910073 nycb:MortgageLoanCommitmentsMember nycb:MultifamilyAndCommercialRealEstateLoansMember 2020-12-31 0000910073 nycb:MortgageLoanCommitmentsMember nycb:OneToFourFamilyMortgageLoansMember 2020-12-31 0000910073 nycb:MortgageLoanCommitmentsMember nycb:AcquisitionDevelopmentAndConstructionMortgageLoansMember 2020-12-31 0000910073 nycb:MortgageLoanCommitmentsMember 2020-12-31 0000910073 nycb:OtherLoanCommitmentsMember 2020-12-31 0000910073 us-gaap:FinancialStandbyLetterOfCreditMember 2020-12-31 0000910073 us-gaap:PerformanceGuaranteeMember 2020-12-31 0000910073 nycb:CommercialLettersOfCreditMember 2020-12-31 0000910073 nycb:PeterBCannellAndCoMember 2019-01-01 2019-12-31 0000910073 us-gaap:PensionPlansDefinedBenefitMember 2019-12-31 0000910073 us-gaap:PensionPlansDefinedBenefitMember 2018-12-31 0000910073 us-gaap:PensionPlansDefinedBenefitMember 2019-01-01 2019-12-31 0000910073 us-gaap:PensionPlansDefinedBenefitMember 2020-12-31 0000910073 us-gaap:PensionPlansDefinedBenefitMember 2018-01-01 2018-12-31 0000910073 nycb:LargeCapValueMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:LargeCapValueMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:LargeCapGrowthMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:LargeCapGrowthMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:LargeCapCoreMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:LargeCapCoreMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:UnitedStatesMidCapValueMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:UnitedStatesMidCapValueMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:MidCapGrowthMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:MidCapGrowthMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:MidCapCoreMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:MidCapCoreMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:UnitedStatesSmallCapValueMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:UnitedStatesSmallCapValueMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:SmallCapValueGrowthMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:SmallCapValueGrowthMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:SmallCapCoreMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:SmallCapCoreMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:InternationalEquityMember us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:InternationalEquityMember us-gaap:FairValueInputsLevel2Member us-gaap:EquityFundsMember 2020-12-31 0000910073 nycb:UnitedStatesCoreMember us-gaap:FixedIncomeFundsMember 2020-12-31 0000910073 nycb:UnitedStatesCoreMember us-gaap:FairValueInputsLevel2Member us-gaap:FixedIncomeFundsMember 2020-12-31 0000910073 nycb:IntermediateDurationMember us-gaap:FixedIncomeFundsMember 2020-12-31 0000910073 nycb:IntermediateDurationMember us-gaap:FairValueInputsLevel2Member us-gaap:FixedIncomeFundsMember 2020-12-31 0000910073 us-gaap:CommonStockMember us-gaap:EquitySecuritiesMember 2020-12-31 0000910073 us-gaap:CommonStockMember us-gaap:FairValueInputsLevel1Member us-gaap:EquitySecuritiesMember 2020-12-31 0000910073 us-gaap:MoneyMarketFundsMember us-gaap:CashEquivalentsMember 2020-12-31 0000910073 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel1Member us-gaap:CashEquivalentsMember 2020-12-31 0000910073 us-gaap:MoneyMarketFundsMember us-gaap:FairValueInputsLevel2Member us-gaap:CashEquivalentsMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel1Member 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member 2020-12-31 nycb:Stock 0000910073 nycb:LargeCapValueMember nycb:CommonCollectiveTrustsEquityMember srt:MinimumMember 2020-12-31 0000910073 nycb:LargeCapValueMember nycb:CommonCollectiveTrustsEquityMember srt:MaximumMember 2020-12-31 0000910073 nycb:InternationalEquityMember us-gaap:EquityFundsMember srt:MinimumMember 2020-12-31 nycb:Fund 0000910073 nycb:UnitedStatesCoreMember us-gaap:FixedIncomeFundsMember us-gaap:FixedIncomeSecuritiesMember srt:MinimumMember 2020-12-31 0000910073 nycb:UnitedStatesCoreMember us-gaap:FixedIncomeFundsMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2020-12-31 0000910073 us-gaap:EquitySecuritiesMember 2020-12-31 0000910073 us-gaap:EquitySecuritiesMember 2019-12-31 0000910073 us-gaap:DebtSecuritiesMember 2020-12-31 0000910073 us-gaap:DebtSecuritiesMember 2019-12-31 0000910073 us-gaap:CashEquivalentsMember 2020-12-31 0000910073 us-gaap:CashEquivalentsMember 2019-12-31 0000910073 srt:MinimumMember 2020-01-01 2020-12-31 0000910073 srt:MaximumMember 2020-01-01 2020-12-31 0000910073 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-12-31 0000910073 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-12-31 0000910073 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2019-01-01 2019-12-31 0000910073 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2020-12-31 0000910073 us-gaap:OtherPostretirementBenefitPlansDefinedBenefitMember 2018-01-01 2018-12-31 0000910073 nycb:NewYorkCommunityBankMember 2020-01-01 2020-12-31 0000910073 nycb:NewYorkCommunityBankMember us-gaap:ShareBasedCompensationAwardTrancheOneMember 2020-01-01 2020-12-31 0000910073 nycb:NewYorkCommunityBankMember us-gaap:ShareBasedCompensationAwardTrancheTwoMember 2020-01-01 2020-12-31 0000910073 nycb:NewYorkCommunityBankMember 2020-12-31 0000910073 nycb:NewYorkCommunityBankMember 2019-12-31 0000910073 nycb:NewYorkCommunityBankMember 2018-12-31 0000910073 nycb:NewYorkCommunityBankMember 2019-01-01 2019-12-31 0000910073 nycb:NewYorkCommunityBankMember 2018-01-01 2018-12-31 0000910073 nycb:SupplementalExecutiveRetirementPlanMember 2020-12-31 0000910073 nycb:SupplementalExecutiveRetirementPlanMember 2019-12-31 0000910073 nycb:StockIncentivePlanTwentyTwelveMember us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0000910073 nycb:StockIncentivePlanTwentyTwelveMember us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0000910073 us-gaap:RestrictedStockMember 2020-01-01 2020-12-31 0000910073 us-gaap:RestrictedStockMember 2019-01-01 2019-12-31 0000910073 us-gaap:RestrictedStockMember 2018-01-01 2018-12-31 0000910073 us-gaap:RestrictedStockMember 2019-12-31 0000910073 us-gaap:RestrictedStockMember 2020-12-31 0000910073 nycb:PerformanceBasedRestrictedStockUnitsMember 2020-01-01 2020-12-31 0000910073 nycb:PerformanceBasedRestrictedStockUnitsMember 2019-01-01 2019-12-31 0000910073 nycb:PerformanceBasedRestrictedStockUnitsMember 2019-01-01 2020-12-31 0000910073 nycb:PerformanceBasedRestrictedStockUnitsMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USTreasurySecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USTreasurySecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:AssetBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:AssetBackedSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:MunicipalBondsMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:MunicipalBondsMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:ForeignGovernmentShorttermDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:ForeignGovernmentShorttermDebtSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PreferredStockMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PreferredStockMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MutualFundMember 2020-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MutualFundMember 2020-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:MortgageBackedSecuritiesIssuedByUSGovernmentSponsoredEnterprisesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember us-gaap:CollateralizedMortgageObligationsMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:MortgageBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USTreasurySecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:USGovernmentSponsoredEnterprisesDebtSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:AssetBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:AssetBackedSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:MunicipalBondsMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:MunicipalBondsMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateBondSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember us-gaap:CorporateNoteSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:OtherSecuritiesMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel1Member us-gaap:FairValueMeasurementsRecurringMember us-gaap:PreferredStockMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember us-gaap:PreferredStockMember 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member us-gaap:FairValueMeasurementsRecurringMember nycb:MutualFundsAndCommonStockMember 2019-12-31 0000910073 us-gaap:FairValueMeasurementsRecurringMember nycb:MutualFundsAndCommonStockMember 2019-12-31 0000910073 nycb:MortgageServicingRightsMember 2018-01-01 2018-12-31 0000910073 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:FairValueInputsLevel3Member 2020-12-31 0000910073 us-gaap:FairValueMeasurementsNonrecurringMember us-gaap:FairValueInputsLevel3Member 2019-12-31 0000910073 us-gaap:FairValueInputsLevel3Member 2020-12-31 0000910073 us-gaap:FairValueInputsLevel1Member 2019-12-31 0000910073 us-gaap:FairValueInputsLevel2Member 2019-12-31 0000910073 us-gaap:FairValueInputsLevel3Member 2019-12-31 0000910073 srt:ParentCompanyMember 2020-12-31 0000910073 srt:ParentCompanyMember 2019-12-31 0000910073 srt:ParentCompanyMember 2020-01-01 2020-12-31 0000910073 srt:ParentCompanyMember 2019-01-01 2019-12-31 0000910073 srt:ParentCompanyMember 2018-01-01 2018-12-31 0000910073 srt:ParentCompanyMember 2018-12-31 0000910073 srt:ParentCompanyMember 2017-12-31 0000910073 nycb:CompanyMember 2020-12-31 0000910073 nycb:CompanyMember 2019-12-31 0000910073 nycb:BankMember 2020-12-31 0000910073 nycb:BankMember 2019-12-31 0000910073 nycb:DepositarySharesMember nycb:SeriesANoncumulativePreferredStockMember 2017-02-18 2017-03-17 0000910073 nycb:DepositarySharesMember nycb:SeriesANoncumulativePreferredStockMember 2017-03-17 0000910073 us-gaap:CommonStockMember 2018-10-23

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

 

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

 

For the fiscal year ended: December 31, 2020

 

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

 

For the transition period from                  to                 

Commission File Number 1-31565

NEW YORK COMMUNITY BANCORP, INC.

(Exact name of registrant as specified in its charter)

 

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) (Zip code)

(516) 683-4100

(Registrant’s telephone number, including area code)

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

 

Title of each class

 

Trading

Symbol(s)

 

Name of exchange

on which registered

Common Stock, $0.01 par value per share

 

NYCB

 

New York Stock Exchange

Bifurcated Option Note Unit SecuritiESSM

 

NYCB PU

 

New York Stock Exchange

Depositary Shares each representing a 1/40th interest in a share of Fixed-to-Floating Rate Series A Noncumulative Perpetual Preferred Stock

 

NYCB PA

 

New York Stock Exchange

 

Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes      No  

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or 15(d) of the Act.    Yes      No  

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      No  

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      No  

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 definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large Accelerated Filer

 

Accelerated Filer

 

 

 

 

 

Non-Accelerated Filer

 

Smaller Reporting Company

 

 

 

 

 

 

 

 

Emerging Growth Company

 

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

Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) of the Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.  

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).    Yes      No  

As of June 30, 2020, the aggregate market value of the shares of common stock outstanding of the registrant was $4.6 billion, excluding 15,000,408 shares held by all directors and executive officers of the registrant. This figure is based on the closing price of the registrant’s common stock on June 30, 2020, $10.20 per share, as reported by the New York Stock Exchange.

The number of shares of the registrant’s common stock outstanding as of February 18, 2021 was 465,699,872 shares.

Documents Incorporated by Reference

Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on May 26, 2021 are incorporated by reference into Part III.

 

 


CROSS REFERENCE INDEX

 

 

 

 

Page

Cautionary Statement Regarding Forward-Looking Language

 

1

Glossary and Abbreviations

 

5

 

 

 

 

PART  I

 

 

 

 

 

 

Item 1.

Business

 

9

Item 1A.

Risk Factors

 

24

Item 1B.

Unresolved Staff Comments

 

40

Item 2.

Properties

 

40

Item 3.

Legal Proceedings

 

40

Item 4.

Mine Safety Disclosures

 

40

 

 

 

 

PART  II

 

 

 

 

 

 

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters, and Issuer Purchases of Equity Securities

 

41

Item 6.

Selected Financial Data

 

44

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

45

Item 7A.

Quantitative and Qualitative Disclosures about Market Risk

 

82

Item 8.

Financial Statements and Supplementary Data

 

87

Item 9.

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

152

Item 9A.

Controls and Procedures

 

152

Item 9B.

Other Information

 

153

 

 

 

 

PART  III

 

 

 

 

 

 

Item 10.

Directors, Executive Officers, and Corporate Governance

 

154

Item 11.

Executive Compensation

 

154

Item 12.

Security Ownership of Certain Beneficial Owners and Management, and Related Stockholder Matters

 

154

Item 13.

Certain Relationships and Related Transactions, and Director Independence

 

155

Item 14.

Principal Accounting Fees and Services

 

155

 

 

 

 

PART  IV

 

 

 

 

 

 

Item 15.

Exhibits and Financial Statement Schedules

 

156

Item 16.

Form 10-K Summary (None)

 

158

 

 

 

 

Signatures

 

159

 

 

 

 

Certifications

 

 

 

 

 


 

For the purpose of this Annual Report on Form 10-K, 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;

 

 

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

 

 

changes in interest rates, which may affect our net income, prepayment penalty income, and other future cash flows, or the market value of our assets, including our investment securities;

 

 

any uncertainty relating to the LIBOR calculation process;

 

 

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

 

 

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

 

 

heightened regulatory focus on CRE concentrations;

 

 

changes in competitive pressures among financial institutions or from non-financial institutions;

 

 

changes in deposit flows and wholesale borrowing facilities;

 

 

changes in the demand for deposit, loan, and investment products and other financial services in the markets we serve;

 

1


 

 

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;

 

 

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;

 

 

any interruption in customer service due to circumstances beyond our control;

 

 

the outcome of pending or threatened litigation, or of matters before regulatory agencies, whether currently existing or commencing in the future;

 

 

environmental conditions that exist or may exist on properties owned by, leased by, or mortgaged to the Company;

 

 

any interruption or breach of security resulting in failures or disruptions in customer account management, general ledger, deposit, loan, or other systems;

 

 

operational issues stemming from, and/or capital spending necessitated by, the potential need to adapt to industry changes in information technology systems, on which we are highly dependent;

 

 

the ability to keep pace with, and implement on a timely basis, technological changes;

 

 

changes in legislation, regulation, policies, or administrative practices, whether by judicial, governmental, or legislative action, and other changes pertaining to banking, securities, taxation, rent regulation and housing (the New York Housing Stability and Tenant Protection Act of 2019), financial accounting and reporting, environmental protection, insurance, and the ability to comply with such changes in a timely manner;

 

 

changes in the monetary and fiscal policies of the U.S. Government, including policies of the U.S. Department of the Treasury and the Board of Governors of the Federal Reserve System;

 

 

changes in accounting principles, policies, practices, and guidelines;

 

changes in regulatory expectations relating to predictive models we use in connection with stress testing and other forecasting or in the assumptions on which such modeling and forecasting are predicated;

2


 

 

changes to federal, state, and local income tax laws;

 

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

 

increases in our FDIC insurance premium;

 

legislative and regulatory initiatives related to climate change, resulting in operational changes and additional expenses;

 

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

 

the effects of COVID-19, which includes, but are 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, and the effect of the pandemic on the general economy and businesses of our borrowers; and

 

 

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

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

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

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

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

The ability to retain and attract appropriate personnel;

 

 

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

 

 

The diversion of management’s attention from existing operations;

 

 

 

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

3


 

 

 

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

See Item 1A, “Risk Factors” in this annual report and in our other SEC filings 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.

 

4


 

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 credit 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).

5


 

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”).

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.

6


 

NON-ACCRUAL LOAN

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 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.

TROUBLED DEBT RESTRUCTURING

A loan for which the terms have been modified resulting in a concession, and for which the borrower is experiencing financial difficulties.

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.

7


 

 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

 

LTV—Loan-to-value ratio

 

 

 

CFPB—Consumer Financial Protection Bureau

 

MBS—Mortgage-backed securities

 

 

 

CMOs—Collateralized mortgage obligations

 

MSRs—Mortgage servicing rights

 

 

 

CMT—Constant maturity treasury rate

 

NIM—Net interest margin

 

 

 

CPI—Consumer Price Index

 

NOL—Net operating loss

 

 

 

CPR—Constant prepayment rate

 

NPAs—Non-performing assets

 

 

 

CRA—Community Reinvestment Act

 

NPLs—Non-performing loans

 

 

 

CRE—Commercial real estate loan

 

NPV—Net Portfolio Value

 

 

 

Desert Hills—Desert Hills Bank

 

NYSDFS—New York State Department of Financial Services

 

 

 

DIF—Deposit Insurance Fund

 

NYSE—New York Stock Exchange

 

 

 

DFA—Dodd-Frank Wall Street Reform and Consumer Protection Act

 

OCC—Office of the Comptroller of the Currency

 

 

 

DSCR—Debt service coverage ratio

 

OFAC—Office of Foreign Assets Control

 

 

 

EaR—Earnings at Risk

 

OREO—Other real estate owned

 

 

 

EPS—Earnings per common share

 

OTTI—Other-than-temporary impairment

 

 

 

ERM—Enterprise Risk Management

 

PPP—Paycheck Protection Program administered by the Small Business Administration

 

 

 

ESOP—Employee Stock Ownership Plan

 

ROU—Right of use asset

 

 

 

EVE—Economic Value of 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

 

 

 

FDI Act—Federal Deposit Insurance Act

 

 

 

 

8


 

PART I

ITEM 1.

BUSINESS

General

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 bank holding company for New York Community Bank (hereinafter referred to as the “Bank”). 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 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).

New York Community Bank

Established in 1859, the Bank is a New York State-chartered savings bank with 237 branches that currently operates through eight local divisions, each with a history of strength and service: 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; Ohio Savings Bank in Ohio: and AmTrust Bank in Florida and Arizona. We compete for depositors in these diverse markets by emphasizing service and convenience, with a comprehensive menu of traditional and non-traditional products and services, and access to multiple service channels, including online banking, mobile banking, and banking by phone.

We are a leading producer of multi-family loans in New York City, with an emphasis on non-luxury residential apartment buildings with rent-regulated units that feature below-market rents. In addition to multi-family loans, which are our principal asset, we originate CRE loans (primarily in New York City), specialty finance loans and leases, and, to a much lesser extent, ADC loans, and C&I loans (typically made to small and mid-size business in Metro New York).

Online Information about the Company and the Bank

We serve our customers through our website: www.myNYCB.com. In addition to providing our customers with 24-hour access to their accounts, and information regarding our products and services, hours of service, and locations, the website provides extensive information about the Company for the investment community. Earnings releases, dividend announcements, and other press releases are posted upon issuance to the Investor Relations portion of the website.

In addition, our filings with the SEC (including our annual report on Form 10-K; our quarterly reports on Form 10-Q; and our current reports on Form 8-K), and all amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, are available without charge, and are posted to the Investor Relations portion of our website. The website also provides information regarding our Board of Directors and management team, as well as certain Board Committee charters and our corporate governance policies. The content of our website shall not be deemed to be incorporated by reference into this Annual Report.

Our Market

Our current market for deposits consists of the 26 counties in the five states that are served by our branch network, including all five boroughs of New York City, Nassau and Suffolk Counties on Long Island, and Westchester County in New York; Essex, Hudson, Mercer, Middlesex, Monmouth, Ocean, and Union Counties in New Jersey; Maricopa and Yavapai Counties in Arizona; Cuyahoga, Lake, and Summit Counties in Ohio; and Broward, Collier, Lee, Miami-Dade, Palm Beach, and St. Lucie Counties in Florida.

The market for the loans we produce varies, depending on the type of loan. For example, the vast majority of our multi-family loans are collateralized by rental apartment buildings in New York City, which is also home to the majority of the properties collateralizing our CRE and ADC loans. In contrast, our specialty finance loans and leases are generally made to large corporate obligors that participate in stable industries nationwide.

9


 

Competition for Deposits

The combined population of the 26 counties where our branches are located is approximately 31.2 million, and the number of banks and thrifts we compete with currently exceeds 300. With total deposits of $32.4 billion at December 31, 2020, we ranked thirteenth among all bank and thrift depositories serving these 26 counties. We also ranked fourth among all banks and thrifts in Union County, New Jersey, third among all banks and thrifts in Richmond County in New York, fifth among all banks and thrifts in Queens County in New York, and second among all banks and thrifts in Nassau County in New York (market share information was provided by S&P Global Market Intelligence).

We compete for deposits and customers by placing an emphasis on convenience and service and, from time to time, by offering specific products at highly competitive rates. In addition to our 237 branches, we have 340 ATM locations, including 232 that operate 24 hours a day, and 68 that are off-site ATMs. Our customers also have 24-hour access to their accounts through our mobile banking app, online through our website, www.myNYCB.com, or through our bank-by-phone service. We also offer certain money market accounts, certificates of deposit (“CDs”), and checking accounts through a dedicated website: www.myBankingDirect.com.

In addition to checking and savings accounts, Individual Retirement Accounts, and CDs for both businesses and consumers, we offer a suite of cash management products to address the needs of small and mid-size businesses and professional associations. We also compete by complementing our broad selection of traditional banking products with an extensive menu of alternative financial services, including annuities, life and long-term care insurance, and mutual funds of various third-party service providers.

Our ability to attract and retain deposits is not only a function of short-term interest rates and industry consolidation, but also the competitiveness of the rates being offered by other financial institutions within our marketplace, including credit unions, on-line banks, and brokerage firms. Additionally, financial technology companies, also referred to as FinTechs, are providing nontraditional, but increasingly strong competition for deposits and customers.

Competition for deposits is also influenced by several internal factors, including the opportunity to assume or acquire deposits through business combinations; the cash flows produced through loan and securities repayments and sales; and the availability of attractively priced wholesale funds. In addition, the degree to which we seek to compete for deposits is influenced by the liquidity needed to fund our loan production and other outstanding commitments.

Another competitive advantage is our strong community presence, with April 14, 2020 having marked the 161st year of service of our forebear, Queens County Savings Bank. We have found that our longevity, as well as our strong capital position, are especially appealing to customers seeking a strong, stable, and service-oriented bank.

Competition for Loans

Our success as a lender is substantially tied to the economic health of the markets where we lend. Local economic conditions have a significant impact on loan demand, the value of the collateral securing our credits, and the ability of our borrowers to repay their loans.

The competition we face for loans also varies with the type of loan we are originating. In New York City, where the majority of the buildings collateralizing our multi-family loans are located, we compete for such loans on the basis of timely service and the expertise that stems from being a specialist in this lending niche. In addition to the money center, regional, and local banks we compete with in this market, we compete with insurance companies and other types of lenders. Certain of the banks we compete with sell the loans they produce to Fannie Mae and Freddie Mac.

10


 

Our ability to compete for CRE loans depends on the same factors that impact our ability to compete for multi-family credits, and the degree to which other CRE lenders choose to offer loan products similar to ours.

Competition for our specialty finance loans, which consist primarily of asset-based, equipment financing, and dealer floor plan loans, is driven by a variety of factors, including prevailing economic conditions and the level of interest rates. Moreover, since a majority of our customers in this category are mid-to-large size publicly traded companies, we also face competition for financing from the capital markets. In addition, the majority of specialty finance loans that we originate are sourced from larger financial institutions who have many customers for these loans. Some of these customers are larger and have more capital and liquidity than the Company.

While we continue to originate ADC and C&I loans for investment, such loans represent a small portion of our loan portfolio as compared to multi-family, CRE loans, and specialty finance loans.

Environmental Issues

We encounter certain environmental risks in our lending activities and other operations. The existence of hazardous materials may make it unattractive for a lender to foreclose on the properties securing its loans. In addition, under certain conditions, lenders may become liable for the costs of cleaning up hazardous materials found on such properties. We attempt to mitigate such environmental risks by requiring either that a borrower purchase environmental insurance or that an appropriate environmental site assessment be completed as part of our underwriting review on the initial granting of CRE and ADC loans, regardless of location, and of any out-of-state multi-family loans we may produce. Depending on the results of an assessment, appropriate measures are taken to address the identified risks. In addition, we order an updated environmental analysis prior to foreclosing on such properties, and typically hold foreclosed multi-family, CRE, and ADC properties in subsidiaries.

Our attention to environmental risks also applies to the properties and facilities that house our bank operations. Prior to acquiring a large-scale property, a Phase 1 Environmental Property Assessment is typically performed by a licensed professional engineer to determine the integrity of, and/or the potential risk associated with, the facility and the property on which it is built. Properties and facilities of a smaller scale are evaluated by qualified in-house assessors, as well as by industry experts in environmental testing and remediation. This two-pronged approach identifies potential risks associated with asbestos-containing material, above and underground storage tanks, radon, electrical transformers (which may contain PCBs), ground water flow, storm and sanitary discharge, and mold, among other environmental risks. These processes assist us in mitigating environmental risk by enabling us to identify and address potential issues, including by avoiding taking ownership or control of contaminated properties.

Subsidiary Activities

The Bank has formed, or acquired through merger transactions, 19 active subsidiary corporations. Of these, 11 are direct subsidiaries of the Bank and eight are subsidiaries of Bank-owned entities.

The 11 direct subsidiaries of the Bank are:

11


 

 

Name

Jurisdiction of Organization 

Purpose

100 Duffy Realty, LLC

New York

Owns a branch building.

Beta Investments, Inc.

Delaware

Holding company for Omega Commercial Mortgage Corp. and Long Island Commercial Capital Corp.

BSR 1400 Corp.

New York

Organized to own interests in real estate.

Ferry Development Holding Company

Delaware

Formed to hold and manage investment portfolios for the Company.

NYCB Specialty Finance Company, LLC

Delaware

Originates asset-based, equipment financing, and dealer-floor plan loans.

NYB Realty Holding Company, LLC

New York

Holding company for subsidiaries owning an interest in real estate.

NYCB Insurance Agency, Inc.

New York

Sells non-deposit investment products.

Pacific Urban Renewal, Inc.

New Jersey

Owns a branch building.

Synergy Capital Investments, Inc.

New Jersey

Formed to hold and manage investment portfolios for the Company.

NYCB Mortgage Company, LLC

Delaware

Holding company for Walnut Realty Holding Company, LLC.

Woodhaven Investments, LLC

Delaware

Holding company for Ironbound Investment Company, LLC. and 1400 Corp.

 

The eight subsidiaries of Bank-owned entities are:

 

Name

Jurisdiction of Organization 

Purpose

1400 Corp.

New York

Holding company for Roslyn Real Estate Asset Corp.

Ironbound Investment Company, LLC.

Florida

Organized for the purpose of investing in mortgage-related assets.

Long Island Commercial Capital Corporation

New York

A REIT organized for the purpose of investing in mortgage-related assets.

Omega Commercial Mortgage Corp.

Delaware

A REIT organized for the purpose of investing in mortgage-related assets.

Prospect Realty Holding Company, LLC

New York

Owns a back-office building.

Rational Real Estate II, LLC

New York

Owns a back-office building.

Roslyn Real Estate Asset Corp.

Delaware

A REIT organized for the purpose of investing in mortgage-related assets.

Walnut Realty Holding Company, LLC

Delaware

Established to own Bank-owned properties.

 

NYB Realty Holding Company, LLC owns interests in six additional active entities organized as indirect wholly-owned subsidiaries to own interests in various real estate properties.

The Parent Company owns special business trusts that were formed for the purpose of issuing capital and common securities and investing the proceeds thereof in the junior subordinated debentures issued by the Company. See Note 9, “Borrowed Funds,” in Item 8, “Financial Statements and Supplementary Data,” for a further discussion of the Company’s special business trusts. The Parent Company also has one non-banking subsidiary that was established in connection with the acquisition of Atlantic Bank of New York.

12


 

Human Capital

At December 31, 2020, our workforce included 2,948 employees, including 1,635 retail employees and 1,313 back office employees.  None of our employees are represented by a collective bargaining agreement. We believe our employee relations to be good.

 

We believe our employees are among our most significant resources and that our employees are critical to our continued success. We focus significant attention on attracting and retaining talented and experienced individuals to manage and support our operations.  We pay our employees competitively and offer a broad range of benefits, both of which we believe are competitive with our industry peers and with other firms in the locations in which we do business.  Our employees receive salaries that are subject to annual review and periodic benchmarking.  Our benefits program includes a 401(k) Plan with an employer matching contribution, an employee stock ownership plan, healthcare and other insurance benefits, flexible spending accounts and paid time off.  Many of our employees are also eligible to participate in the Company’s equity award program.

 

We are proud to maintain a diverse and inclusive workforce that reflects the demographics of the communities in which we do business.  Our company recognizes that the talents of a diverse workforce are a key competitive advantage. We strive to create and foster a supportive environment for all of our employees and are proud to share our business success with individuals whose cultural and personal differences create a more innovative and productive workplace.  Our workforce is 33% male and 67% female and women represent 51% of the Company’s leadership (defined to include employees at the level of vice president and above).  In addition, for those employees identifying as such, approximately 48% of our workforce have diverse ethnic backgrounds. We engage in significant outreach to veterans, women and minorities in our recruiting efforts, and our policies and practices reflect our commitment to diversity and inclusion in the workplace.  

 

Our management teams and all of our employees are expected to exhibit and promote honest, ethical and respectful conduct in the workplace. All of our employees must adhere to a code of conduct that sets standards for appropriate behavior and all employees are required to complete annual training that focuses on preventing, identifying, reporting and stopping any type of unlawful discrimination.

 

The health and safety of our employees is also of critical importance.  In response to the COVID-19 pandemic, we implemented a response plan that included the transitioning of a significant percentage of our back office workforce to a remote work model, while implementing additional safety protocols for employees who, due to the nature of their positions, continued on-site work.  We took steps to ensure compliance with federal, state and local requirements that enhanced workplace safety, such as masking and social distancing, and we provided employees who either contracted or were exposed to COVID-19 with appropriate leave.  

Federal, State, and Local Taxation

The Company is subject to federal, state, and local income taxes. See the discussion of “Income Taxes” in “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” later in this annual report.

Regulation and Supervision

General

The Bank is a New York State-chartered savings bank and its deposit accounts are insured under the DIF of the FDIC up to applicable legal limits. For the fiscal year ended December 31, 2020, the Bank was subject to regulation and supervision by the NYSDFS, as its chartering agency; by the FDIC, as primary federal supervisor for all state-chartered banks and savings institutions that are not members of the Federal Reserve System and by the CFPB.

The Bank is required to file reports with the NYSDFS, the FDIC, and the CFPB concerning its activities and financial condition, and is periodically examined by the NYSDFS, the FDIC, and the CFPB to assess compliance with various regulatory requirements, including with respect to safety and soundness and consumer

13


 

financial protection regulations. The regulatory structure gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies with respect to the classification of assets and the establishment of an adequate allowance for credit losses on loans and leases for regulatory purposes. Changes in such regulations or in banking legislation could have a material impact on the Company, the Bank, and their operations, as well as the Company’s shareholders.

The Company is subject to examination, regulation, and periodic reporting under the Bank Holding Company Act of 1956, as amended (the “BHCA”) by the FRB. Furthermore, the Company would be required to obtain the prior approval of the FRB to acquire all, or substantially all, of the assets of any bank or bank holding company.

In addition, the Company is periodically examined by the FRB-NY, and is required to file certain reports under, and otherwise comply with, the rules and regulations of the SEC under federal securities laws. Certain of the regulatory requirements applicable to the Bank and the Company are referred to below or elsewhere herein. However, such discussion is not meant to be a complete explanation of all laws and regulations, and is qualified in its entirety by reference to the actual laws and regulations.

The Dodd-Frank Wall Street Reform and Consumer Protection Act

Enacted in July 2010, the DFA significantly changed the bank regulatory structure and will continue to affect, into the immediate future, the lending and investment activities and general operations of depository institutions and their holding companies. The DFA is complex and comprehensive legislation that impacts practically all aspects of a banking organization, and represents a significant overhaul of many aspects of the regulation of the financial services industry.

The Economic Growth, Regulatory Relief, and Consumer Protection Act

On May 24, 2018, the Economic Growth, Regulatory Relief, and Consumer Protection Act (the “EGRRCPA”) was signed into law. As enacted, EGRRCPA modified major provisions of the DFA and other laws governing regulation of the financial industry. Among other things, EGRRCPA re-defined the manner by which banks are designated as a SIFI, by increasing the asset threshold to $250 billion from $50 billion; modified and provided exemptions to certain mortgage lending rules; provided an exemption for certain banks with less than $10 billion in assets from leverage and risk-based capital requirements; created an exemption from prohibitions on proprietary trading (the “Volcker Rule”); and included various provisions to address consumer protection; as well as several provisions regarding securities exchanges and capital formation.

The New York Housing Stability and Tenant Protection Act of 2019

On June 14, 2019, the New York State Legislature passed the Housing Stability and Tenant Protection Act of 2019 impacting about one million rent-regulated apartment units. Among other things, the new legislation: (i) curtails rent increases from material capital improvements and Individual Apartment Improvements; (ii) all but eliminates the ability for apartments to exit rent regulation; (iii) does away with vacancy decontrol and high income deregulation; and (iv) repealed the 20% vacancy bonus. While it will take several years for its full impact to be known, the legislation generally limits a landlord’s ability to increase rents on rent-regulated apartments and makes it more difficult to convert rent regulated apartments to market rent apartments.

Capital Requirements

In early July 2013, the FRB and the FDIC approved revisions to their capital adequacy guidelines and prompt corrective action rules to implement the revised standards of the Basel Committee on Banking Supervision, commonly called Basel III, and to address relevant provisions of the DFA. Basel III generally refers to two consultative documents released by the Basel Committee on Banking Supervision in December 2009. The Basel III rules generally refer to the rules adopted by U.S. banking regulators in December 2010 to align U.S. bank capital requirements with Basel III and with the related loss absorbency rules they issued in January 2011, which include significant changes to bank capital, leverage, and liquidity requirements.

14


 

The Basel III rules include new risk-based capital and leverage ratios, which became effective January 1, 2015, and revised the definition of what constitutes “capital” for the purposes of calculating those ratios. Under Basel III, the Company and the Bank are required to maintain minimum capital in accordance with the following ratios: (i) a common equity tier 1 capital ratio of 4.5%; (ii) a tier 1 capital ratio of 6% (increased from 4%); (iii) a total capital ratio of 8% (unchanged from the prior rules); and (iv) a tier 1 leverage ratio of 4%.

In addition, the Basel III rules assign higher risk weights to certain assets, such as the 150% risk weighting assigned to exposures that are more than 90 days past due or are on non-accrual status, and to certain CRE facilities that finance the acquisition, development, or construction of real property. Basel III also eliminate the inclusion of certain instruments, such as trust preferred securities, from tier 1 capital. In addition, tier 2 capital is no longer limited to the amount of tier 1 capital included in total capital. Mortgage servicing rights, certain deferred tax assets, and investments in unconsolidated subsidiaries over designated percentages of common stock are required, subject to limitation, to be deducted from capital. Finally, tier 1 capital includes accumulated other comprehensive income, which includes all unrealized gains and losses on available-for-sale securities.

Basel III also established a “capital conservation buffer” (consisting entirely of common equity tier 1 capital) that is 2.5% above the new regulatory minimum capital requirements. This resulted in an increase in the minimum common equity tier 1, tier 1, and total capital ratios to 7.0%, 8.5%, and 10.5%, respectively. The phase-in of the new capital conservation buffer requirement was fully implemented in January 2019. The capital conservation buffer is now at its fully phased-in level of 2.5%. An institution can be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses if its capital levels fall below these amounts. Basel III also establish a maximum percentage of eligible retained income that can be utilized for such capital distributions.

On September 17, 2019, the FRB, the FDIC, and the OCC issued a final rule designed to reduce regulatory burden by simplifying several requirements in the agencies’ regulatory capital rule. Most aspects of the rule apply only to banking organizations that are not subject to the “advanced approaches” in the capital rule, which are generally firms with less than $250 billion in total consolidated assets and less than $10 billion in total foreign exposure. The rule simplifies and clarifies a number of the more complex aspects of the existing capital rule. Specifically, the rule simplifies the capital treatment for certain mortgage servicing assets, certain deferred tax assets, investments in the capital instruments of unconsolidated financial institutions, and minority interests.

Prompt Corrective Regulatory Action

The Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”) requires, among other things, that federal bank regulatory authorities take “prompt corrective action” with respect to institutions that do not meet minimum capital requirements. For such purposes, the law establishes five capital tiers: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized. The five capital tiers are described in more detail below. Under the prompt corrective action regulations, an institution that fails to remain “well capitalized” becomes subject to a series of restrictions that increase in severity as its capital condition weakens. Such restrictions may include a prohibition on capital distributions, restrictions on asset growth, or restrictions on the ability to receive regulatory approval of applications. The FDICIA also provides for enhanced supervision authority over undercapitalized institutions, including authority for the appointment of a conservator or receiver for the institution.

As a result of the Basel III rules, new definitions of the relevant measures for the five capital categories took effect on January 1, 2015. An institution is deemed to be “well capitalized” if it has a total risk-based capital ratio of 10% or greater, a tier 1 risk-based capital ratio of 8% or greater, a common equity tier 1 risk-based capital ratio of 6.5% or greater, and a tier 1 leverage ratio of 5% or greater, and is not subject to a regulatory order, agreement, or directive to meet and maintain a specific capital level for any capital measure.

An institution is deemed to be “adequately capitalized” if it has a total risk-based capital ratio of 8% or greater, a tier 1 risk-based capital ratio of 6% or greater, a common equity tier 1 risk-based capital ratio of 4.5% or greater, and a tier 1 leverage ratio of 4% or greater.

15


 

An institution is deemed to be “undercapitalized” if it has a total risk-based capital ratio of less than 8%, a tier 1 risk-based capital ratio of less than 6%, a common equity tier 1 risk-based capital ratio of less than 4.5%, or a tier 1 leverage ratio of less than 4%. An institution is deemed to be “significantly undercapitalized” if it has a total risk-based capital ratio of less than 6%, a tier 1 risk-based capital ratio of less than 4%, a common equity tier 1 risk-based capital ratio of less than 3%, or a tier 1 leverage ratio of less than 3%. An institution is deemed to be “critically undercapitalized” if it has a ratio of tangible equity (as defined in the regulations) to total assets that is equal to or less than 2%.

“Undercapitalized” institutions are subject to growth, capital distribution (including dividend), and other limitations, and are required to submit a capital restoration plan. An institution’s compliance with such a plan is required to be guaranteed by any company that controls the undercapitalized institution in an amount equal to the lesser of 5% of the bank’s total assets when deemed undercapitalized or the amount necessary to achieve the status of adequately capitalized. If an undercapitalized institution fails to submit an acceptable plan, it is treated as if it is “significantly undercapitalized.” Significantly undercapitalized institutions are subject to one or more additional restrictions including, but not limited to, an order by the FDIC to sell sufficient voting stock to become adequately capitalized; requirements to reduce total assets, cease receipt of deposits from correspondent banks, or dismiss directors or officers; and restrictions on interest rates paid on deposits, compensation of executive officers, and capital distributions by the parent holding company.

Beginning 60 days after becoming “critically undercapitalized,” critically undercapitalized institutions also may not make any payment of principal or interest on certain subordinated debt, extend credit for a highly leveraged transaction, or enter into any material transaction outside the ordinary course of business. In addition, subject to a narrow exception, the appointment of a receiver is required for a critically undercapitalized institution within 270 days after it obtains such status.

As of December 31, 2020, each of the Bank’s capital ratios exceeded those required for an institution to be considered “well capitalized” under these regulations.

Stress Testing

Stress Testing for Systemically Important Financial Institutions

Should the four-quarter average of our total consolidated assets exceed $250 billion, we would become subject to the FRB’s stress testing regulations administered under its CCAR capital planning and supervisory process. Under this regime, in addition to reporting the results of a SIFI’s own capital stress testing, the FRB uses its own models to evaluate whether each SIFI has the capital, on a total consolidated basis, necessary to continue operating under the economic and financial market conditions of stressed macroeconomic scenarios identified by the FRB. The FRB’s analysis includes an assessment of the projected losses, net income, and pro forma capital levels, and the regulatory capital ratio, tier 1 common ratio, and other capital ratios, for the SIFI, and uses such analytical techniques that the FRB determines to be appropriate to identify, measure, and monitor any risks of the SIFI that may affect the financial stability of the United States.

Boards of directors of SIFIs are required to review and approve capital plans before they are submitted to the FRB.

In October 2019, the FDIC issued a final rule, which became effective on November 25, 2019, that revised the FDIC’s requirement for stress testing by FDIC-insured institutions, consistent with changes made by the Economic Growth, Regulatory Relief, and Consumer Protection Act. The rule amended the FDIC’s existing stress testing regulations to change the minimum threshold for applicability from $10 billion to $250 billion, revised the frequency of required stress tests by FDIC-supervised institutions from annual to periodic, and reduced the number of required stress testing scenarios from three to two.

Standards for Safety and Soundness

Federal law requires each federal banking agency to prescribe, for the depository institutions under its jurisdiction, standards that relate to, among other things, internal controls; information and audit systems; loan

16


 

documentation; credit underwriting; the monitoring of interest rate risk; asset growth; compensation; fees and benefits; and such other operational and managerial standards as the agency deems appropriate. The federal banking agencies adopted final regulations and Interagency Guidelines Establishing Standards for Safety and Soundness (the “Guidelines”) to implement these safety and soundness standards. The Guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the Guidelines, the agency may require the institution to provide it with an acceptable plan to achieve compliance with the standard, as required by the Federal Deposit Insurance Act, as amended, (the “FDI Act”).

FDIC Regulations

The discussion that follows pertains to FDIC regulations other than those already discussed on the preceding pages.

Real Estate Lending Standards

The FDIC and the other federal banking agencies have adopted regulations that prescribe standards for extensions of credit that (i) are secured by real estate, or (ii) are made for the purpose of financing construction or improvements on real estate. The FDIC regulations require each institution to establish and maintain written internal real estate lending standards that are consistent with safe and sound banking practices, and appropriate to the size of the institution and the nature and scope of its real estate lending activities. The standards also must be consistent with accompanying FDIC Guidelines, which include loan-to-value limitations for the different types of real estate loans. Institutions are also permitted to make a limited amount of loans that do not conform to the proposed loan-to-value limitations as long as such exceptions are reviewed and justified appropriately. The FDIC Guidelines also list a number of lending situations in which exceptions to the loan-to-value standards are justified.

The FDIC, the OCC, and the FRB (collectively, the “Agencies”) also have issued joint guidance entitled “Concentrations in Commercial Real Estate Lending, Sound Risk Management Practices” (the “CRE Guidance”). The CRE Guidance, which addresses land development, construction, and certain multi-family loans, as well as CRE loans, does not establish specific lending limits but, rather, reinforces and enhances the Agencies’ existing regulations and guidelines for such lending and portfolio management. Specifically, the CRE Guidance provides that a bank has a concentration in CRE lending if (1) total reported loans for construction, land development, and other land represent 100% or more of total risk-based capital; or (2) total reported loans secured by multi-family properties, non-farm non-residential properties (excluding those that are owner-occupied), and loans for construction, land development, and other land represent 300% or more of total risk-based capital and the bank’s CRE loan portfolio has increased 50% or more during the prior 36 months. If a concentration is present, management must employ heightened risk management practices that address key elements, including board and management oversight and strategic planning, portfolio management, development of underwriting standards, risk assessment and monitoring through market analysis and stress testing, and maintenance of increased capital levels as needed to support the level of CRE lending.

On December 13, 2019, the Agencies issued a final rule, which became effective on April 1, 2020, to modify the agencies’ capital rules for high volatility CRE (“HVCRE”) exposures, as required by the EGRRCPA. The final rule revises the definition of HVCRE exposure to make it consistent with the statutory definition of the term included in Section 214 of the EGRRCPA, which excludes any loan made before January 1, 2015. The revised HVCRE exposure definition differs from the previous definition primarily in two ways. First, the previous definition applied to loans that financed ADC activities, whereas the new definition only applies to loans that “primarily” finance ADC activities and that are secured by land or improved real estate. This change excludes multipurpose credit facilities that primarily finance the purchase of equipment or other non-ADC activities. Second, the new definition permits the full appraised value of borrower-contributed land (less the total amount of any liens on the real property securing the HVCRE exposure) to count toward the 15 percent capital contribution of the real property’s appraised “as completed” value, which is one of the criteria for an exemption from the heightened risk weight. The final rule includes a grandfathering provision, which will provide banking organizations with the option to maintain their current capital treatment for ADC loans originated on or after

17


 

January 1, 2015, and before April 1, 2020. Banking organizations also will have the option to reevaluate any or all of their ADC loans originated on or after January 1, 2015, using the revised HVCRE exposure definition.

Dividend Limitations

The FDIC has authority to use its enforcement powers to prohibit a savings bank or commercial bank from paying dividends if, in its opinion, the payment of dividends would constitute an unsafe or unsound practice. Federal law prohibits the payment of dividends that will result in the institution failing to meet applicable capital requirements on a pro forma basis. The Bank is also subject to dividend declaration restrictions imposed by, and as later discussed under, “New York State Law.”

Investment Activities

Since the enactment of the FDICIA, all state-chartered financial institutions, including savings banks, commercial banks, and their subsidiaries, have generally been limited to such activities as principal and equity investments of the type, and in the amount, authorized for national banks. The GLBA and FDIC regulations impose certain quantitative and qualitative restrictions on such activities and on a bank’s dealings with a subsidiary that engages in specified activities.

In 1993, the Bank received grandfathering authority from the FDIC, which it continues to use, to invest in listed stocks and/or registered shares subject to the maximum permissible investments of 100% of tier 1 capital, as specified by the FDIC’s regulations, or the maximum amount permitted by New York State Banking Law, whichever is less. Such grandfathering authority is subject to termination upon the FDIC’s determination that such investments pose a safety and soundness risk to the Bank, or in the event that the Bank converts its charter or undergoes a change in control.

Enforcement

The FDIC has extensive enforcement authority over insured banks, including the Bank. This enforcement authority includes, among other things, the ability to assess civil money penalties, to issue cease and desist orders, and to remove directors and officers. In general, these enforcement actions may be initiated in response to violations of laws and regulations and unsafe or unsound practices.

Insurance of Deposit Accounts

The deposits of the Bank are insured up to applicable limits by the DIF. The maximum deposit insurance provided by the FDIC per account owner is $250,000 for all types of accounts.

Under the FDIC’s risk-based assessment system, insured institutions are assigned to one of four risk categories based upon supervisory evaluations, regulatory capital level, and certain other factors, with less risky institutions paying lower assessments based on the assigned risk levels. An institution’s assessment rate depends upon the category to which it is assigned and certain other factors. Assessment rates range from 1.5 to 40 basis points of the institution’s assessment base, which is calculated as average total assets minus average tangible equity.

Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, rule, order, or condition imposed by the FDIC. Management does not know of any practice, condition, or violation that would lead to termination of the deposit insurance for the Bank.

Holding Company Regulations

Federal Regulation

The Company is currently subject to examination, regulation, and periodic reporting under the BHCA, as administered by the FRB.

18


 

The Company is required to obtain the prior approval of the FRB to acquire all, or substantially all, of the assets of any bank or bank holding company. Prior FRB approval would be required for the Company to acquire direct or indirect ownership or control of any voting securities of any bank or bank holding company if, after giving effect to such acquisition, it would, directly or indirectly, own or control more than 5% of any class of voting shares of such bank or bank holding company. In addition, before any bank acquisition can be completed, prior approval thereof may also be required to be obtained from other agencies having supervisory jurisdiction over the bank to be acquired, including the NYSDFS.

FRB regulations generally prohibit a bank holding company from engaging in, or acquiring, direct or indirect control of more than 5% of the voting securities of any company engaged in non-banking activities. One of the principal exceptions to this prohibition is for activities found by the FRB to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Some of the principal activities that the FRB has determined by regulation to be so closely related to banking are: (i) making or servicing loans; (ii) performing certain data processing services; (iii) providing discount brokerage services; (iv) acting as fiduciary, investment, or financial advisor; (v) leasing personal or real property; (vi) making investments in corporations or projects designed primarily to promote community welfare; and (vii) acquiring a savings and loan association.

The FRB has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the FRB’s policies provide that dividends should be paid only out of current earnings, and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality, and overall financial condition. The FRB’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary bank by standing ready to use available resources to provide adequate capital funds to the bank during periods of financial stress or adversity, and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary bank where necessary.

The DFA codified the source of financial strength policy and required regulations to facilitate its application. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions.

The status of the Company as a registered bank holding company under the BHCA does not exempt it from certain federal and state laws and regulations applicable to corporations generally, including, without limitation, certain provisions of the federal securities laws.

New York State Regulation

The Company is subject to regulation as a “multi-bank holding company” under New York State law. Among other requirements, this means that the Company must receive the approval of the Superintendent prior to the acquisition of 10% or more of the voting stock of another banking institution, or to otherwise acquire a banking institution by merger or purchase.

Transactions with Affiliates

Under current federal law, transactions between depository institutions and their affiliates are governed by Sections 23A and 23B of the Federal Reserve Act and the FRB’s Regulation W promulgated thereunder. Generally, Section 23A limits the extent to which the institution or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10% of the institution’s capital stock and surplus, and contains an aggregate limit on all such transactions with all affiliates to an amount equal to 20% of such capital stock and surplus. Section 23A also establishes specific collateral requirements for loans or extensions of credit to, or guarantees or acceptances on letters of credit issued on behalf of, an affiliate. Section 23B requires that covered transactions and a broad list of other specified transactions be on terms substantially the same as, or at least as favorable to, the institution or its subsidiaries as similar transactions with non-affiliates.

19


 

The Sarbanes-Oxley Act of 2002 generally prohibits loans by the Company to its executive officers and directors. However, the Sarbanes-Oxley Act contains a specific exemption for loans made by an institution to its executive officers and directors in compliance with other federal banking laws. Section 22(h) of the Federal Reserve Act, and FRB Regulation O adopted thereunder, govern loans by a savings bank or commercial bank to directors, executive officers, and principal shareholders.

Community Reinvestment Act

Federal Regulation

Under the CRA, as implemented by FDIC regulations, an institution has a continuing and affirmative obligation consistent with its safe and sound operation to help meet the credit needs of its entire community, including low and moderate income neighborhoods. The CRA generally does not establish specific lending requirements or programs for financial institutions, nor does it limit an institution’s discretion to develop the types of products and services that it believes are best suited to its particular community, consistent with the CRA. In its most recent FDIC CRA performance evaluation, the Bank received overall state ratings of “Satisfactory” for Ohio, Florida, Arizona, and New Jersey, as well as for the New York/New Jersey multi-state region. Furthermore, the most recent overall FDIC CRA ratings for the Bank was “Satisfactory.”

New York State Regulation

The Bank is also subject to provisions of the New York State Banking Law that impose continuing and affirmative obligations upon a banking institution organized in New York State to serve the credit needs of its local community. Such obligations are substantially similar to those imposed by the CRA. The latest New York State CRA rating received by the Bank was “Outstanding.”

Bank Secrecy and Anti-Money Laundering

Federal laws and regulations impose obligations on U.S. financial institutions, including banks and broker/dealer subsidiaries, to implement and maintain appropriate policies, procedures, and controls that are reasonably designed to prevent, detect, and report instances of money laundering and the financing of terrorism, and to verify the identity of their customers. In addition, these provisions require the federal financial institution regulatory agencies to consider the effectiveness of a financial institution’s anti-money laundering activities when reviewing bank mergers and bank holding company acquisitions. Failure of a financial institution to maintain and implement adequate programs to combat money laundering and terrorist financing could have serious legal and reputational consequences for the institution.

Office of Foreign Assets Control Regulation

The United States has imposed economic sanctions that affect transactions with designated foreign countries, nationals, and others. These are typically known as the “OFAC” rules, based on their administration by the U.S. Treasury Department Office of Foreign Assets Control. The OFAC-administered sanctions targeting countries take many different forms. Generally, however, they contain one or more of the following elements: (i) restrictions on trade with, or investment in, a sanctioned country, including prohibitions against direct or indirect imports from, and exports to, a sanctioned country and prohibitions on “U.S. persons” engaging in financial transactions relating to making investments in, or providing investment-related advice or assistance to, a sanctioned country; and (ii) a blocking of assets in which the government or specially designated nationals of the sanctioned country have an interest, by prohibiting transfers of property subject to U.S. jurisdiction (including property in the possession or control of U.S. persons). Blocked assets (e.g., property and bank deposits) cannot be paid out, withdrawn, set off, or transferred in any manner without a license from OFAC. Failure to comply with these sanctions could have serious legal and reputational consequences.

Data Privacy

Federal and state law contains extensive consumer privacy protection provisions. The GLBA requires financial institutions to periodically disclose their privacy practices and policies relating to sharing such information and enable retail customers to opt out of the Company’s ability to share certain information with

20


 

affiliates and non-affiliates for marketing and/or non-marketing purposes, or to contact customers with marketing offers. The GLBA also requires financial institutions to implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer records and information.

Cybersecurity

The Cybersecurity Information Sharing Act (the “CISA”) is intended to improve cybersecurity in the U.S. through sharing of information about security threats between the U.S. government and private sector organizations, including financial institutions such as the Company. The CISA also authorizes companies to monitor their own systems, notwithstanding any other provision of law, and allows companies to carry out defensive measures on their own systems from potential cyber-attacks.

Sarbanes-Oxley Act of 2002

The Sarbanes-Oxley Act of 2002 was enacted to address, among other things, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, our Chief Executive Officer and Chief Financial Officer are required to certify that our quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the SEC under the Sarbanes-Oxley Act have several requirements, including having those Officers certify that they are responsible for establishing, maintaining and regularly evaluating the effectiveness of our internal controls over financial reporting; that they have made certain disclosures to our auditors and the Audit Committee of the Board of Directors about our internal control over financial reporting; and they have included information in our quarterly and annual reports about their evaluation and whether there have been changes in our internal control over financial reporting or in other factors that could materially affect internal control over financial reporting.

Federal Home Loan Bank System

The Bank is a member of the FHLB-NY. As a member of the FHLB-NY, the Bank is required to acquire and hold shares of FHLB-NY capital stock. At December 31, 2020 the Bank held $714.0 million of FHLB-NY stock.

New York State Law

The Bank derives its lending, investment, and other authority primarily from the applicable provisions of New York State Banking Law and the regulations of the NYSDFS, as limited by FDIC regulations. Under these laws and regulations, banks, including the Bank, may invest in real estate mortgages, consumer and commercial loans, certain types of debt securities (including certain corporate debt securities, and obligations of federal, state, and local governments and agencies), certain types of corporate equity securities, and certain other assets.

Under New York State Banking Law, New York State-chartered stock-form savings banks may declare and pay dividends out of their net profits, unless there is an impairment of capital. Approval of the Superintendent is required if the total of all dividends declared by the bank in a calendar year would exceed the total of its net profits for that year combined with its retained net profits for the preceding two years, less prior dividends paid.

New York State Banking Law gives the Superintendent authority to issue an order to a New York State-chartered banking institution to appear and explain an apparent violation of law, to discontinue unauthorized or unsafe practices, and to keep prescribed books and accounts. Upon a finding by the NYSDFS that any director, trustee, or officer of any banking organization has violated any law, or has continued unauthorized or unsafe practices in conducting the business of the banking organization after having been notified by the Superintendent to discontinue such practices, such director, trustee, or officer may be removed from office after notice and an opportunity to be heard. The Superintendent also has authority to appoint a conservator or a receiver for a savings or commercial bank under certain circumstances.

21


 

Interstate Branching

Federal law allows the FDIC, and New York State Banking Law allows the Superintendent, to approve an application by a state banking institution to acquire interstate branches by merger, unless, in the case of the FDIC, the state of the target institution has opted out of interstate branching. New York State Banking Law authorizes savings banks and commercial banks to open and occupy de novo branches outside the state of New York. Pursuant to the DFA, the FDIC is authorized to approve a state bank’s establishment of a de novo interstate branch if the intended host state allows de novo branching by banks chartered by that state. The Bank currently maintains 40 branches in New Jersey, 26 branches in Florida, 28 branches in Ohio, and 14 branches in Arizona, in addition to its 129 branches in New York State.

Acquisition of the Holding Company

Federal Restrictions

Under the Federal Change in Bank Control Act (“CIBCA”), a notice must be submitted to the FRB if any person (including a company), or group acting in concert, seeks to acquire 10% or more of the Company’s shares of outstanding common stock, unless the FRB has found that the acquisition will not result in a change in control of the Company. Under the CIBCA, the FRB generally has 60 days within which to act on such notices, taking into consideration certain factors, including the financial and managerial resources of the acquirer; the convenience and needs of the communities served by the Company, the Bank; and the anti-trust effects of the acquisition. Under the BHCA, any company would be required to obtain approval from the FRB before it may obtain “control” of the Company within the meaning of the BHCA. Control generally is defined to mean the ownership or power to vote 25% or more of any class of voting securities of the Company, the ability to control in any manner the election of a majority of the Company’s directors, or the power to exercise a controlling influence over the management or policies of the Company. Under the BHCA, an existing bank holding company would be required to obtain the FRB’s approval before acquiring more than 5% of the Company’s voting stock. See “Holding Company Regulation” earlier in this report.

New York State Change in Control Restrictions

New York State Banking Law generally requires prior approval of the New York State Banking Board before any action is taken that causes any company to acquire direct or indirect control of a banking institution which is organized in New York.

Federal Securities Law

The Company’s common stock and certain other securities listed on the cover page of this report are registered with the SEC under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Company is subject to the information and proxy solicitation requirements, insider trading restrictions, and other requirements under the Exchange Act.

Consumer Protection Regulations

The activities of the Company’s banking subsidiary, including its lending and deposit gathering activities, is subject to a variety of consumer laws and regulations designed to protect consumers. These laws and regulations mandate certain disclosure requirements, and regulate the manner in which financial institutions must deal with clients and monitor account activity when taking deposits from, making loans to, or engaging in other types of transactions with, such clients. Failure to comply with these laws and regulations could lead to substantial penalties, operating restrictions, and reputational damage to the financial institution.

Applicable consumer protection laws include, but may not be limited to, the DFA, Truth in Lending Act, Truth in Savings Act, Equal Credit Opportunity Act, Electronic Funds Transfer Act, Fair Housing Act, Home Mortgage Disclosure Act, Fair Debt Collection Practices Act, Fair Credit Reporting Act, Expedited Funds Availability (Regulation CC), Reserve Requirements (Regulation D), Insider Transactions (Regulation O), Privacy of Consumer Information (Regulation P), Margin Stock Loans (Regulation U), Right To Financial Privacy Act, Flood Disaster Protection Act, Homeowners Protection Act, Service members Civil Relief Act,

22


 

Real Estate Settlement Procedures Act, Telephone Consumer Protection Act, CAN-SPAM Act, Children’s Online Privacy Protection Act, the Military Lending Act, and the Homeownership Counseling Act.

In addition, the Bank and its subsidiaries are subject to certain state laws and regulations designed to protect consumers.

Consumer Financial Protection Bureau

The Bank is subject to oversight by the CFPB within the Federal Reserve System. The CFPB was established under the DFA to implement and enforce rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The CFPB has broad rulemaking authority for a wide range of consumer financial laws that apply to all banks, including, among other things, the authority to prohibit acts and practices that are deemed to be unfair, deceptive, or abusive. Abusive acts or practices are defined as those that (1) materially interfere with a consumer’s ability to understand a term or condition of a consumer financial product or service, or (2) take unreasonable advantage of a consumer’s (a) lack of financial savvy, (b) inability to protect himself in the selection or use of consumer financial products or services, or (c) reasonable reliance on a covered entity to act in the consumer’s interests.

The CFPB has the authority to investigate possible violations of federal consumer financial law, hold hearings, and commence civil litigation. The CFPB can issue cease-and-desist orders against banks and other entities that violate consumer financial laws. The CFPB also may institute a civil action against an entity in violation of federal consumer financial law in order to impose a civil penalty or an injunction. The CFPB has examination and enforcement authority over all banks with more than $10 billion in assets, as well as certain of their affiliates.

Enterprise Risk Management

The Company’s and the Bank’s Boards of Directors are actively engaged in the process of overseeing the efforts made by the Enterprise Risk Management (“ERM”) department to identify, measure, monitor, mitigate, and report risk. The Company has established an ERM program that reinforces a strong risk culture to support sound risk management practices. The Board is responsible for the approval and oversight of the ERM program and framework.

ERM is responsible for setting and aligning the Company’s Risk Appetite Policy with the goals and objectives set forth in the budget, and the strategic and capital plans. Internal controls and ongoing monitoring processes capture and address heightened risks that threaten the Company’s ability to achieve our goals and objectives, including the recognition of safety and soundness concerns and consumer protection. Additionally, ERM monitors key risk indicators against the established risk warning levels and limits, as well as elevated risks identified by the Chief Risk Officer.

 

Current Operating Environment

COVID-19 Pandemic

The most significant factor impacting the Company’s current operating environment has been the COVID-19 pandemic.  Beginning with the first occurrence of the virus in the United States in 2020, it spread quickly throughout the country during the first quarter.  Due to its high rate of contagion and mortality, state and local governments enacted numerous safeguards to contain the spread of the virus.  These included the shut-down of all businesses considered to be “non-essential,” restrictions on gatherings, social distancing requirements being put in place, and numerous other restrictions that have impacted daily behavior.  In our market area, the governor of New York issued orders that, among other things, required residents to stay in their homes and permitted them to leave only to conduct certain essential business activities or to travel to work, and closed all non-essential businesses to the general public.  These stay-at-home orders and travel restrictions have resulted in significant business and operational disruptions, including business closures, supply chain disruptions, and mass layoffs and furloughs. Capacity restrictions on movement and health and safety recommendations that encourage continued

23


 

physical distancing and working remotely have limited the ability of businesses to return to pre-pandemic levels of activity.

In addition, due to the concentration and severity of COVID-19 infection in the New York City metro region, was initially considered the epicenter of the pandemic in the country.  This region is the Company’s largest service area, having over 100 branches and 73% of the loan portfolio.

The Company was proactive during the very early stages of the pandemic.  As an essential business, the Company implemented business continuity plans and continued to provide its financial services to customers, while taking health and safety measures into account.

By mid-March, close to 100% of our back office employees were working remotely.  In addition, at that time, we temporarily closed all 18 of our in-store branches, along with several other locations, converted some branches to drive-up only, adjusted the hours at our remaining locations, and instituted a banking by appointment program.  Currently, 15 of our 18 in-store branches and 37 of our 219 traditional branches remain closed, with no adverse impact on our customer base or deposit trends.

On the consumer side, we enhanced our online banking and mobile app capabilities, temporarily waived certain retail banking fees for those customers experiencing financial difficulties, and offered 90 day payment forbearances to residential mortgage customers. We also put in place several risk mitigation strategies, including enhanced monitoring of certain credits. On the commercial side, we instituted a six-month deferral program for those borrowers experiencing hardships, in line with regulatory guidance. Additionally, under the CARES Act, we provided some of our borrowers with small business loans under the Payment Protection Program.

In addition, extensive precautions were taken to protect employees returning to their offices and in their branches.  As of this writing, 25% of back-office employees are back in their offices and a majority of our branches have reopened.  We also provide daily communications via email to all of our employees to ensure that they have ongoing access to critical information and have set up a 24-hour help line for employees and their family members to speak with qualified clinicians.

In response to the pandemic and to ensure that the Company’s operations during the term of the pandemic, run smoothly, senior management formed two committees: the COVID-19 Resiliency Committee and the COVID-19 Lending Committee.  The COVID-19 Resiliency Committee meets daily and is primarily focused on operational issues including employee safety and well-being, branch closings, PPE procurement, IT sustainability, and continuous monitoring of the COVID-19 pandemic.  The COVID-19 Lending Committee meets weekly and focuses on our credit quality trends and our loan deferral program.

ITEM 1A.

RISK FACTORS

There are various risks and uncertainties that are inherent to our business. Primary among these are (1) interest rate risk, which arises from movements in interest rates; (2) credit risk, which arises from an obligor’s failure to meet the terms of any contract with a bank or to otherwise perform as agreed; (3) risks related to our financial statements; (4) liquidity risk, which arises from a bank’s inability to meet its obligations when they come due without incurring unacceptable losses; (5) legal/compliance risk, which arises from violations of, or non-conformance with, laws, rules, regulations, prescribed practices, or ethical standards; (6) market risk, which arises from changes in the value of portfolios of financial instruments; (7) strategic risk, which is the risk of loss arising from inadequate or failed internal processes, people, and systems; (8) operational risk, which arises from problems with service or product delivery; and (9) reputational risk, which arises from negative public opinion resulting in a significant decline in shareholder value.

Following is a discussion of the material risks and uncertainties that could have a material adverse impact on our financial condition, results of operations, and the value of our shares. The failure to properly identify, monitor, and mitigate any of the below referenced risks, could result in increased regulatory risk and could potentially have an adverse impact on the Company. Additional risks that are not currently known to us, or that

24


 

we currently believe to be immaterial, also may have a material effect on our financial condition and results of operations. This report is qualified in its entirety by those risk factors.

COVID-19 Related Risk

The widespread outbreak of COVID-19 has adversely affected, and will likely continue to adversely affect, our business, financial condition, and results of operations. Moreover, the longer the pandemic persists, the more material the ultimate effects are likely to be.

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. Although stay-at-home orders have been eased to phased-in 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 COVID-19 pandemic has negatively affected the Company’s business and is likely to continue to do so and 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 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 credit worthiness 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 credit 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.

25


 

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.

COVID-19 has caused a significant global economic downturn which has adversely effected and is expected to continue to adversely affect many business.

Our business is dependent upon the ability and willingness of our customers to conduct banking and other financial transactions, including the payment of their loan obligations. Specifically, our multi-family and CRE loans are dependent on the profitable operation and management of the property securing the loan. If the impact of the pandemic is prolonged, COVID-19 could have a significant adverse impact by reducing the revenue and cash flows of our borrowers, impacting the borrowers’ ability to repay their loan, increasing the risk of delinquencies and defaults, and reducing the collateral value underlying the loans.

The COVID-19 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 under COVID-19. At December 31, 2020, payment deferral programs totaled $2.6 billion or 6.1% of the total loan portfolio compared to $7.4 billion or 17.5% of the total loan portfolio at June 30, 2020. Despite the significant improvement between the second and fourth quarter of 2020, the pandemic may continue to have a material adverse impact on our loan portfolio, particularly as businesses remain closed. Moreover, the New York City metropolitan region has been disproportionately impacted by COVID-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.

Interest Rate Risks

Changes in interest rates could reduce our net interest income and negatively impact the value of our loans, securities, and other assets. This could have a material adverse effect on our cash flows, financial condition, results of operations, and capital.

The cost of our deposits and short-term wholesale borrowings is largely based on short-term interest rates, the level of which is driven by the FOMC of the FRB. However, the yields generated by our loans and securities are typically driven by intermediate-term interest rates, which are set by the bond market and generally vary from day to day. The level of our net interest income is therefore influenced by movements in such interest rates, and the pace at which such movements occur. If the interest rates on our interest-bearing liabilities increase at a faster pace than the interest rates on our interest-earning assets, the result could be a reduction in net interest income and, with it, a reduction in our earnings. Our net interest income and earnings would be similarly impacted were the interest rates on our interest-earning assets to decline more quickly than the interest rates on our interest-bearing liabilities.

In addition, such changes in interest rates could affect our ability to originate loans and attract and retain deposits; the fair values of our securities and other financial assets; the fair values of our liabilities; and the average lives of our loan and securities portfolios. Changes in interest rates also could have an effect on loan refinancing activity, which, in turn, would impact the amount of prepayment income we receive on our multi-family and CRE loans. Because prepayment income is recorded as interest income, the extent to which it increases or decreases during any given period could have a significant impact on the level of net interest income and net income we generate during that time.

Also, changes in interest rates could have an effect on the slope of the yield curve. If the yield curve were to invert or become flat, our net interest income and net interest margin could contract, adversely affecting our net income and cash flows, and the value of our assets.

26


 

Moreover, higher inflation could lead to fluctuations in the value of our assets and liabilities and off-balance sheet exposures, and could result in lower equity market valuations of financial services companies.

Changes to and replacement of the LIBOR Benchmark Interest Rate may adversely affect our business, financial condition, and results of operations.

We have certain loans and leases, securities, wholesale borrowings, derivative financial instruments, and long-term debt whose interest rate is indexed to LIBOR. The “FCA”, which is responsible for regulating LIBOR, has announced that the publication of LIBOR is not guaranteed beyond 2021. However, during the fourth quarter of 2020, the FCA has extended the timeline for the elimination of LIBOR to June 30, 2023, in order to avoid disruptions to the financial system.

Uncertainty as to the adoption, market acceptance, or availability of SOFR or other alternative reference rates, may adversely affect the value of LIBOR-based loans and securities in our portfolio and may impact the availability and cost of hedging instruments and borrowings. The language in our LIBOR-based contracts and financial instruments has developed over time and may have various events that trigger when a successor index to LIBOR would be selected. If a trigger is satisfied, contracts and financial instruments may give us or the calculation agent, as applicable, discretion over the selection of the substitute index for the calculation of interest rates. The implementation of a substitute index for the calculation of interest rates under our loan agreements may result in our incurring significant expenses in effecting the transition and may result in disputes or litigation with customers over the appropriateness or comparability to LIBOR of the substitute index, any of which could have an adverse effect on our results of operations. We continue to develop and implement plans to mitigate the risks associated with the expected discontinuation of LIBOR. In particular, we have implemented or are in the process of implementing fallback language for LIBOR-linked loans.

Credit Risks

A decline in the quality of our assets could result in higher losses and the need to set aside higher loan loss provisions, thus reducing our earnings and our stockholders’ equity.

The inability of our borrowers to repay their loans in accordance with their terms would likely necessitate an increase in our provision for credit losses, and therefore reduce our earnings.

The loans we originate for investment are primarily multi-family loans, CRE loans, and specialty finance loans and leases. Such loans are generally larger, and have higher risk-adjusted returns and shorter maturities, than the other loans we produce for investment. Our credit risk would ordinarily be expected to increase with the growth of our multi-family and CRE loan portfolios.

Payments on multi-family and CRE loans generally depend on the income generated by the underlying properties which, in turn, depends on their successful operation and management. The ability of our borrowers to repay these loans may be impacted by adverse conditions in the local real estate market and the local economy. While we seek to minimize these risks through our underwriting policies, which generally require that such loans be qualified on the basis of the collateral property’s cash flows, appraised value, and debt service coverage ratio, among other factors, there can be no assurance that our underwriting policies will protect us from credit-related losses or delinquencies.

To minimize the risks involved in our specialty finance lending and leasing, we participate in syndicated loans that are brought to us, and equipment loans and leases that are assigned to us, by a select group of nationally recognized sources, and 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. Each of our credits is secured with a perfected first security interest in the underlying collateral and structured as senior debt or as a non-cancelable lease.

We seek to minimize the risks involved in our other C&I lending by underwriting such loans on the basis of the cash flows produced by the business; by requiring that such loans be collateralized by various business assets, including inventory, equipment, and accounts receivable, among others; and by requiring personal

27


 

guarantees. However, the capacity of a borrower to repay such a C&I loan is substantially dependent on the degree to which his or her business is successful. In addition, the collateral underlying other C&I 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.

We also originate ADC loans, although to a far lesser degree than we originate multi-family and CRE loans. ADC financing typically involves a greater degree of credit risk than longer-term financing on multi-family and CRE properties. Risk of loss on an ADC loan largely depends upon the accuracy of the initial estimate of the property’s value at completion of construction or development, compared to the estimated costs (including interest) of construction. If the estimate of value proves to be inaccurate, the loan may be under-secured. While we seek to minimize these risks by maintaining consistent lending policies and procedures, and rigorous underwriting standards, an error in such estimates, among other factors, could have a material adverse effect on the quality of our ADC loan portfolio, thereby resulting in losses or delinquencies.

The ability of our borrowers to repay their loans could be adversely impacted by a decline in real estate values and/or an increase in unemployment, which not only could result in our experiencing losses, but also could necessitate our recording a provision for credit losses. Either of these events would have an adverse impact on our net income. Although losses on the loans we produce have been comparatively limited, even during periods of economic weakness in our markets, we cannot guarantee that this will be our experience in future periods.

In addition to loan losses due to borrowers’ inability to repay their loans, downgrades in our internal loan classifications may result in a higher provision for credit losses and the ACL, a higher level of net charge-offs, and/or higher non-interest expenses.

Our allowance for credit losses might not be sufficient to cover our actual losses, which would adversely impact our financial condition and results of operations.

In addition to mitigating credit risk through our underwriting processes, we attempt to mitigate such risk through the establishment of an allowance for credit losses. The process of determining whether or not the allowance is sufficient to cover potential credit losses is based on the current expected credit loss model or CECL. This methodology is described in detail under “Critical Accounting Policies” in Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this report. CECL may result in greater volatility in the level of the ACL, depending on various assumptions and factors used in this model.

If the judgments and assumptions we make with regard to the allowance are incorrect, our allowance for losses on such loans might not be sufficient, and an additional provision for credit losses might need to be made. Depending on the amount of such loan loss provisions, the adverse impact on our earnings could be material.

In addition, growth in our loan portfolio may require us to increase the allowance for credit losses on such loans by making additional provisions, which would reduce our net income. Furthermore, bank regulators have the authority to require us to make provisions for credit losses or otherwise recognize loan charge-offs following their periodic review of our loan portfolio, our underwriting procedures, and our allowance for losses on such loans. Any increase in the loan loss allowance or in loan charge-offs as required by such regulatory authorities could have a material adverse effect on our financial condition and results of operations.

Our concentration in multi-family loans and CRE loans could expose us to increased lending risks and related loan losses.

Our current business strategy is to continue to originate multi-family loans and to a lesser extent CRE loans. At December 31, 2020, $32.2 billion or 75.3% of our total loans and leases, held for investment portfolio consisted of multi-family loans and $6.8 billion or 16.0% consisted of CRE loans. These types of loans generally expose a lender to greater risk of non-payment and loss than one-to-four family residential mortgage loans because repayment of the loans often depends on the successful operation of the properties and the sale of such properties securing the loans. Such loans typically involve larger loan balances to single borrowers or groups of

28


 

related borrowers compared to one-to-four family residential loans. Also, many of our borrowers have more than one of these types of loans outstanding. Consequentially, an adverse development with respect to one loan or one credit relationship can expose us to a significantly greater risk of loss compared to an adverse development with respect to a one-to-four family residential real estate loan. In addition, if loans that are collateralized by real estate become troubled and the value of the real estate has been significantly impaired, then we may not be able to recover the full contractual amount of principal and interest that we anticipated at the time we originated the loan, which could cause us to increase our provision for loan losses and adversely affect our operating results and financial condition.

Our New York State multi-family loan portfolio could be adversely impacted by changes in legislation or regulation which, in turn, could have a material adverse effect on our financial condition and results of operations.

On June 14, 2019, the New York State legislature passed the New York Housing Stability and Tenant Protection Act of 2019. This legislation represents the  most extensive reform of New York State’s rent laws in several decades and generally limits a landlord’s ability to increase rents on rent regulated apartments and makes it more difficult to convert rent regulated apartments to market rate apartments. As a result, the value of the collateral located in New York State securing the Company’s multi-family loans or the future net operating income of such properties could potentially become impaired which, in turn, could have a material adverse effect on our financial condition and results of operations.

Economic weakness in the New York City metropolitan region, where the majority of the properties collateralizing our multi-family, CRE, and ADC loans, and the majority of the businesses collateralizing our other C&I loans, are located could have an adverse impact on our financial condition and results of operations.

Our business depends significantly on general economic conditions in the New York City metropolitan region, where the majority of the buildings and properties securing the multi-family, CRE, and ADC loans we originate for investment and the businesses of the customers to whom we make our other C&I loans are located.

Accordingly, the ability of our borrowers to repay their loans, and the value of the collateral securing such loans, may be significantly affected by economic conditions in this region, including changes in the local real estate market. A significant decline in general economic conditions caused by inflation, recession, unemployment, acts of terrorism, extreme weather, or other factors beyond our control, could therefore have an adverse effect on our financial condition and results of operations. In addition, because multi-family and CRE loans represent the majority of the loans in our portfolio, a decline in tenant occupancy or rents due to such factors, or for other reasons, such as new legislation, could adversely impact the ability of our borrowers to repay their loans on a timely basis, which could have a negative impact on our net income.

Furthermore, economic or market turmoil could occur in the near or long term. This could negatively affect our business, our financial condition, and our results of operations, as well as our ability to maintain or increase the level of cash dividends we currently pay to our shareholders.

The Company has granted payment deferrals to borrowers that have experienced financial hardship due to COVID-19, and if those borrowers are unable to resume making payments, the Company will experience an increase in non-accrual loans, which could adversely affect the Company’s earnings and financial condition.

Consistent with the public encouragement provided generally by federal and state financial institution regulators after the spread of COVID-19 in the United States, the Company has attempted to work constructively with borrowers who have experienced financial hardship as a result of the pandemic to negotiate accommodations or forbearance arrangements that temporarily reduce or defer the monthly payments due to the Company. Generally, these accommodations are for six months and allow customers to temporarily cease making principal and/or interest payments. In some cases, customers have received a second accommodation. Through December 31, 2020, the Company had granted accommodations with a total value of $7.4 billion, and as of December 31, 2020, $2.6 billion of loans remained subject to a payment accommodation. Upon the expiration

29


 

of the deferral period in which case their loans will be classified as non-accrual and the Company will begin collection activities, NPLs and related charge-offs may increase significantly in 2021 as payment wanes. An increase in NPLs and charge-offs would cause the Company to increase its allowance for credit losses, which would adversely affect the Company’s earnings and financial condition.

Customary means to collect non-performing assets may be prohibited or impractical during the COVID-19 pandemic, and there is a risk that collateral securing a non-performing asset may deteriorate if the Company chooses not to, or is unable to, foreclose on a timely basis.

Governments in the areas in which the Company conducts its lending services have adopted or may adopt in the future regulations or promulgate executive orders that restrict or limit our ability to take certain actions with respect to delinquent borrowers that we would otherwise take in the ordinary course of business, such as customary collection and foreclosure procedures. Executive orders that have been imposed restrict the ability of financial institutions to undertake residential and commercial foreclosures and evictions. There is a risk that the value of the collateral securing a non-accrual loan may deteriorate if the Company chooses not to, or is unable to foreclose on the collateral on a timely basis.

Risks Related to our Financial Statements

Changes in accounting standards or interpretation of new or existing standards may affect how we report our financial condition and results of operations.

From time to time the FASB and the SEC change accounting regulations and reporting standards that govern the preparation of our financial statements. In addition, the FASB, SEC, bank regulators, and the outside independent auditors may revise their previous interpretations regarding existing accounting regulations and the application of these accounting standards. These changes can be difficult to predict and can materially impact how to record and report our financial condition and results of operations. In some cases, there could be a requirement to apply a new or revised accounting standard retroactively, resulting in the restatement of prior period financial statements.

The implementation of a new accounting standard could require us to increase our allowance for credit losses and may have a material adverse effect on our financial condition and results of operations.

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 replaces the incurred loss model with an expected loss model, which is referred to as the current expected credit loss model, or CECL. ASU No. 2016-13 became effective for us on January 1, 2020. This standard required earlier recognition of expected credit losses on loans and certain other instruments, compared to the incurred loss model. The change to the CECL framework requires us to greatly increase the data we must collect and review to determine the appropriate level of the allowance for credit losses. The adoption of CECL may result in greater volatility in the level of the allowance for credit losses, depending on various factors and assumptions applied in the model, such as the forecasted economic conditions in the foreseeable future and loan payment behaviors. Any increase in the allowance for credit losses, or expenses incurred to determine the appropriate level of the allowance for credit losses, may have an adverse effect on our financial condition and results of operations.

Our accounting estimates and risk management processes rely on analytical and forecasting models.

The processes we use to estimate expected losses and to measure the fair value of financial instruments, as well as the processes used to estimate the effects of changing interest rates and other market measures on our financial condition and results of operations, depends upon the use of analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Even if these assumptions are adequate, the models may prove to be inadequate or inaccurate because of other flaws in their design or their implementation. If the models that we use for interest rate risk and asset-liability management are inadequate, we may incur increased or unexpected losses upon changes in market interest rates or other market measures. If the models that we use for determining our expected losses are inadequate, the allowance for loan losses may not be sufficient to support future charge-offs. If the models that

30


 

we use to measure the fair value of financial instruments are inadequate, the fair value of such financial instruments may fluctuate unexpectedly or may not accurately reflect what we could realize upon sale or settlement of such financial instruments. Any such failure in our analytical or forecasting models could have a material adverse effect on our business, financial condition and results of operations.

Impairment in the carrying value of goodwill and other intangible assets could negatively impact our financial condition and results of operations.

At December 31, 2020, goodwill and other intangible assets totaled $2.4 billion. Goodwill is reviewed for impairment at least annually or more frequently if events or changes in circumstances indicate that the carrying value may not be recoverable. A significant decline in expected future cash flows, a material change in interest rates, a significant adverse change in the business climate, slower growth rates, or a significant or sustained decline in the price of our common stock may necessitate taking charges in the future related to the impairment of goodwill and other intangible assets. The amount of any impairment charge could be significant and could have a material adverse impact on our financial condition and results of operations.

Liquidity Risks

Failure to maintain an adequate level of liquidity could result in an inability to fulfill our financial obligations and also could subject us to material reputational and compliance risk.

Our primary sources of liquidity are the retail and institutional deposits we gather or acquire in connection with acquisitions, and the brokered deposits we accept; borrowed funds, primarily in the form of wholesale borrowings from the FHLB-NY and various Wall Street brokerage firms; cash flows generated through the repayment and sale of loans; and cash flows generated through the repayment and sale of securities. In addition, and depending on current market conditions, we have the ability to access the capital markets from time to time to generate additional liquidity.

Deposit flows, calls of investment securities and wholesale borrowings, and the prepayment of loans and mortgage-related securities are strongly influenced by such external factors as the direction of interest rates, whether actual or perceived; local and national economic conditions; and competition for deposits and loans in the markets we serve. The withdrawal of more deposits than we anticipate could have an adverse impact on our profitability as this source of funding, if not replaced by similar deposit funding, would need to be replaced with wholesale funding, the sale of interest-earning assets, or a combination of the two. The replacement of deposit funding with wholesale funding could cause our overall cost of funds to increase, which would reduce our net interest income and results of operations. A decline in interest-earning assets would also lower our net interest income and results of operations.

In addition, large-scale withdrawals of brokered or institutional deposits could require us to pay significantly higher interest rates on our retail deposits or on other wholesale funding sources, which would have an adverse impact on our net interest income and net income. Furthermore, changes to the FHLB-NY’s underwriting guidelines for wholesale borrowings or lending policies may limit or restrict our ability to borrow, and therefore could have a significant adverse impact on our liquidity. A decline in available funding could adversely impact our ability to originate loans, invest in securities, and meet our expenses, or to fulfill such obligations as repaying our borrowings or meeting deposit withdrawal demands.

A downgrade of the credit ratings of the Company and the Bank could also adversely affect our access to liquidity and capital, and could significantly increase our cost of funds, trigger additional collateral or funding requirements, and decrease the number of investors and counterparties willing to lend to us or to purchase our securities. This could affect our growth, profitability, and financial condition, including our liquidity.

If we were to defer payments on our trust preferred capital debt securities or were in default under the related indentures, we would be prohibited from paying dividends or distributions on our common stock.

The terms of our outstanding trust preferred capital debt securities prohibit us from (1) declaring or paying any dividends or distributions on our capital stock, including our common stock; or (2) purchasing, acquiring,

31


 

or making a liquidation payment on such stock, under the following circumstances: (a) if an event of default has occurred and is continuing under the applicable indenture; (b) if we are in default with respect to a payment under the guarantee of the related trust preferred securities; or (c) if we have given notice of our election to defer interest payments but the related deferral period has not yet commenced, or a deferral period is continuing. In addition, without notice to, or consent from, the holders of our common stock, we may issue additional series of trust preferred capital debt securities with similar terms, or enter into other financing agreements, that limit our ability to pay dividends on our common stock.

Dividends on the Series A Preferred Stock are discretionary and noncumulative, and may not be paid if such payment will result in our failure to comply with all applicable laws and regulations.

Dividends on the Series A Preferred Stock are discretionary and noncumulative. If our Board of Directors (or any duly authorized committee of the Board) does not authorize and declare a dividend on the Series A Preferred Stock for any dividend period, holders of the depositary shares will not be entitled to receive any dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable. We have no obligation to pay dividends accrued for a dividend period after the dividend payment date for that period if our Board of Directors (or any duly authorized committee thereof) has not declared a dividend before the related dividend payment date, whether or not dividends on the Series A Preferred Stock or any other series of our preferred stock or our common stock are declared for any future dividend period. Additionally, under the FRB’s capital rules, dividends on the Series A Preferred Stock may only be paid out of our net income, retained earnings, or surplus related to other additional tier 1 capital instruments.

If the non-payment of dividends on Series A Preferred Stock for any dividend period would cause the Company to fail to comply with any applicable law or regulation, or any agreement we may enter into with our regulators from time to time, then we would not be able to declare or pay a dividend for such dividend period. In such a case, holders of the depositary shares will not be entitled to receive any dividend for that dividend period, and the unpaid dividend will cease to accrue and be payable.

Legal/Compliance Risks

Inability to fulfill minimum capital requirements could limit our ability to conduct or expand our business, pay a dividend, or result in termination of our FDIC deposit insurance, and thus impact our financial condition, our results of operations, and the market value of our stock.

We are subject to the comprehensive, consolidated supervision and regulation set forth by the FRB. Such regulation includes, among other matters, the level of leverage and risk-based capital ratios we are required to maintain. Depending on general economic conditions, changes in our capital position could have a materially adverse impact on our financial condition and risk profile, and also could limit our ability to grow through acquisitions or otherwise. Compliance with regulatory capital requirements may limit our ability to engage in operations that require the intensive use of capital and therefore could adversely affect our ability to maintain our current level of business or expand.

Furthermore, it is possible that future regulatory changes could result in more stringent capital or liquidity requirements, including increases in the levels of regulatory capital we are required to maintain and changes in the way capital or liquidity is measured for regulatory purposes, either of which could adversely affect our business and our ability to expand. For example, federal banking regulations adopted under Basel III standards require bank holding companies and banks to undertake significant activities to demonstrate compliance with higher capital requirements. Any additional requirements to increase our capital ratios or liquidity could necessitate our liquidating certain assets, perhaps on terms that are unfavorable to us or that are contrary to our business plans. In addition, such requirements could also compel us to issue additional securities, thus diluting the value of our common stock.

In addition, failure to meet established capital requirements could result in the FRB placing limitations or conditions on our activities and further restricting the commencement of new activities. The failure to meet applicable capital guidelines could subject us to a variety of enforcement remedies available to the federal

32


 

regulatory authorities, including limiting our ability to pay dividends; issuing a directive to increase our capital; and terminating our FDIC deposit insurance.

Our results of operations could be materially affected by further changes in bank regulation, or by our ability to comply with certain existing laws, rules, and regulations governing our industry.

We are subject to regulation, supervision, and examination by the following entities: (1) the NYSDFS; (2) the FDIC; (3) the FRB-NY; and (4) the CFPB, which was established in 2011 under the Dodd-Frank Act and given broad authority to regulate financial service providers and financial products.

Such regulation and supervision govern the activities in which a bank holding company and its banking subsidiaries may engage, and are intended primarily for the protection of the DIF, the banking system in general, and bank customers, rather than for the benefit of a company’s stockholders. These regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including with respect to the imposition of restrictions on the operation of a bank or a bank holding company, the imposition of significant fines, the ability to delay or deny merger or other regulatory applications, the classification of assets by a bank, and the adequacy of a bank’s allowance for loan losses, among other matters. Changes in such regulation and supervision, or changes in regulation or enforcement by such authorities, whether in the form of policy, regulations, legislation, rules, orders, enforcement actions, ratings, or decisions, could have a material impact on the Company, our subsidiary bank and other affiliates, and our operations. In addition, failure of the Company or the Bank to comply with such regulations could have a material adverse effect on our earnings and capital.

See “Regulation and Supervision” in Part I, Item 1, “Business” earlier in this filing for a detailed description of the federal, state, and local regulations to which the Company and the Bank are subject.

Our enterprise risk management framework may not be effective in mitigating the risks to which we are subject, based upon the size, scope, and complexity of the Company.

As a financial institution, we are subject to a number of risks, including interest rate, credit, liquidity, legal/compliance, market, strategic, operational, and reputational. Our ERM framework is designed to minimize the risks to which we are subject, as well as any losses stemming from such risks. Although we seek to identify, measure, monitor, report, and control our exposure to such risks, and employ a broad and diverse set of risk monitoring and mitigation techniques in the process, those techniques are inherently limited because they cannot anticipate the existence or development of risks that are currently unknown and unanticipated.

For example, economic and market conditions, heightened legislative and regulatory scrutiny of the financial services industry, and increases in the overall complexity of our operations, among other developments, have resulted in the creation of a variety of risks that were previously unknown and unanticipated, highlighting the intrinsic limitations of our risk monitoring and mitigation techniques. As a result, the further development of previously unknown or unanticipated risks may result in our incurring losses in the future that could adversely impact our financial condition and results of operations. Furthermore, an ineffective ERM framework, as well as other risk factors, could result in a material increase in our FDIC insurance premiums.

If federal, state, or local tax authorities were to determine that we did not adequately provide for our taxes, our income tax expense could be increased, adversely affecting our earnings.

The amount of income taxes we are required to pay on our earnings is based on federal, state, and local legislation and regulations. We provide for current and deferred taxes in our financial statements, based on our results of operations, business activity, legal structure, interpretation of tax statutes, assessment of risk of adjustment upon audit, and application of financial accounting standards. We may take tax return filing positions for which the final determination of tax is uncertain, and our net income and earnings per share could be reduced if a federal, state, or local authority were to assess additional taxes that have not been provided for in our consolidated financial statements. In addition, there can be no assurance that we will achieve our anticipated effective tax rate. Unanticipated changes in tax laws or related regulatory or judicial guidance, or an audit

33


 

assessment that denies previously recognized tax benefits, could result in our recording tax expenses that materially reduce our net income.

Market Risks

A decline in economic conditions could adversely affect the value of the loans we originate and the securities in which we invest.

Declines in real estate values and home sales, and an increase in the financial stress on borrowers stemming from high unemployment or other adverse economic conditions, could negatively affect our borrowers and, in turn, the repayment of the loans in our portfolio. Deterioration in economic conditions also could subject us and our industry to increased regulatory scrutiny, and could result in an increase in loan delinquencies, an increase in problem assets and foreclosures, and a decline in the value of the collateral for our loans, which could reduce our customers’ borrowing power. Deterioration in local economic conditions could drive the level of loan losses beyond the level we have provided for in our loan loss allowance; this, in turn, could necessitate an increase in our provisions for loan losses, which would reduce our earnings and capital.

Furthermore, declines in the value of our investment securities could result in our having to record losses based on the other-than-temporary impairment of securities, which would reduce our earnings and also could reduce our capital. In addition, continued economic weakness could reduce the demand for our products and services, which would adversely impact our liquidity and the revenues we produce.

The market price and liquidity of our common stock could be adversely affected if the economy were to weaken or the capital markets were to experience volatility.

The market price of our common stock could be subject to significant fluctuations due to changes in investor sentiment regarding our operations or business prospects. Among other factors, these risks may be affected by:

 

Operating results that vary from the expectations of our management or of securities analysts and investors;

 

Developments in our business or in the financial services sector generally;

 

Regulatory or legislative changes affecting our industry generally or our business and operations;

 

Operating and securities price performance of companies that investors consider to be comparable to us;

 

Changes in estimates or recommendations by securities analysts or rating agencies;

 

Announcements of strategic developments, acquisitions, dispositions, financings, and other material events by us or our competitors;

 

Changes or volatility in global financial markets and economies, general market conditions, interest or foreign exchange rates, stock, commodity, credit, or asset valuations; and

 

Significant fluctuations in the capital markets.

Economic or market turmoil could occur in the near or long term, which could negatively affect our business, our financial condition, and our results of operations, as well as volatility in the price and trading volume of our common stock.

Strategic Risks

Extensive competition for loans and deposits could adversely affect our ability to expand our business, as well as our financial condition and results of operations.

Because our profitability stems from our ability to attract deposits and originate loans, our continued ability to compete for depositors and borrowers is critical to our success. Our success as a competitor depends on a number of factors, including our ability to develop, maintain, and build long-term relationships with our customers by providing them with convenience, in the form of multiple branch locations, extended hours of service, and access through alternative delivery channels; a broad and diverse selection of products and services;

34


 

interest rates and service fees that compare favorably with those of our competitors; and skilled and knowledgeable personnel to assist our customers by addressing their financial needs. External factors that may impact our ability to compete include, among others, the entry of new lenders and depository institutions in our current markets and, with regard to lending, an increased focus on multi-family and CRE lending by existing competitors.

Limitations on our ability to grow our portfolios of multi-family and CRE loans could adversely affect our ability to generate interest income, as well our financial condition and results of operations, perhaps materially.

Although we also originate C&I and ADC loans, and invest in securities, our portfolios of multi-family and CRE loans represent the largest portion of our asset mix (91.2% of total loans held for investment as of December 31, 2020). Our leadership position in these markets has been instrumental to our production of solid earnings and our consistent record of exceptional asset quality. We monitor the ratio of our multi-family, CRE, and ADC loans (as defined in the CRE Guidance) to our total risk-based capital to ensure that we are in compliance with regulatory guidance. Any inability to grow our multi-family and CRE loan portfolios, could negatively impact our ability to grow our earnings per share.

The inability to engage in merger transactions, or to realize the anticipated benefits of acquisitions in which we might engage, could adversely affect our ability to compete with other financial institutions and weaken our financial performance.

Our ability to engage in future mergers and acquisitions would depend on our ability to identify suitable merger partners and acquisition opportunities, our ability to finance and complete negotiated transactions at acceptable prices and on acceptable terms, and our ability to obtain the necessary shareholder and regulatory approvals.

If we are unable to engage in or complete a desired acquisition or merger transaction, our financial condition and results of operations could be adversely impacted. As acquisitions have been a significant source of deposits, the inability to complete a business combination could require that we increase the interest rates we pay on deposits in order to attract such funding through our current branch network, or that we increase our use of wholesale funds. Increasing our cost of funds could adversely impact our net interest income and our net income. Furthermore, the absence of acquisitions could impact our ability to fulfill our loan demand.

In addition, mergers and acquisitions can lead to uncertainties about the future on the part of customers and employees. Such uncertainties could cause customers and others to consider changing their existing business relationships with the company to be acquired, and could cause its employees to accept positions with other companies before the merger occurs. As a result, the ability of a company to attract and retain customers, and to attract, retain, and motivate key personnel, prior to a merger’s completion could be impaired.

Furthermore, no assurance can be given that acquired operations would not adversely affect our existing profitability; that we would be able to achieve results in the future similar to those achieved by our existing banking business; that we would be able to compete effectively in the market areas served by acquired branches; or that we would be able to manage any growth resulting from a transaction effectively. In particular, our ability to compete effectively in new markets would be dependent on our ability to understand those markets and their competitive dynamics, and our ability to retain certain key employees from the acquired institution who know those markets better than we do.

The inability to receive dividends from our subsidiary bank could have a material adverse effect on our financial condition or results of operations, as well as our ability to maintain or increase the current level of cash dividends we pay to our shareholders.

The Parent Company (i.e., the company on an unconsolidated basis) is a separate and distinct legal entity from the Bank, and a substantial portion of the revenues the Parent Company receives consists of dividends from the Bank. These dividends are the primary funding source for the dividends we pay on our common stock and

35


 

the interest and principal payments on our debt. Various federal and state laws and regulations limit the amount of dividends that a bank may pay to its parent company. In addition, our right to participate in a distribution of assets upon the liquidation or reorganization of a subsidiary may be subject to the prior claims of the subsidiary’s creditors. If the Bank is unable to pay dividends to the Parent Company, we might not be able to service our debt, pay our obligations, or pay dividends on our common stock.

Reduction or elimination of our quarterly cash dividend could have an adverse impact on the market price of our common stock.

Holders of our common stock are only entitled to receive such dividends as our Board of Directors may declare out of funds available for such payments under applicable law and regulatory guidance, and although we have historically declared cash dividends on our common stock, we are not required to do so. Furthermore, the payment of dividends falls under federal regulations that have grown more stringent in recent years. While we pay our quarterly cash dividend in compliance with current regulations, such regulations could change in the future. Any reduction or elimination of our common stock dividend in the future could adversely affect the market price of our common stock.

Operational Risks

Our stress testing processes rely on analytical and forecasting models that may prove to be inadequate or inaccurate, which could adversely affect the effectiveness of our strategic planning and our ability to pursue certain corporate goals.

The processes we use to estimate the effects of changing interest rates, real estate values, and economic indicators such as unemployment on our financial condition and results of operations depend upon the use of analytical and forecasting models. These models reflect assumptions that may not be accurate, particularly in times of market stress or other unforeseen circumstances. Furthermore, even if our assumptions are accurate predictors of future performance, the models they are based on may prove to be inadequate or inaccurate because of other flaws in their design or implementation. If the models we use in the process of managing our interest rate and other risks prove to be inadequate or inaccurate, we could incur increased or unexpected losses which, in turn, could adversely affect our earnings and capital. Additionally, failure by the Company to maintain compliance with strict capital, liquidity, and other stress test requirements under banking regulations could subject us to regulatory sanctions, including limitations on our ability to pay dividends.

The occurrence of any failure, breach, or interruption in service involving our systems or those of our service providers could damage our reputation, cause losses, increase our expenses, and result in a loss of customers, an increase in regulatory scrutiny, or expose us to civil litigation and possibly financial liability, any of which could adversely impact our financial condition, results of operations, and the market price of our stock.

Communication and information systems are essential to the conduct of our business, as we use such systems, and those maintained and provided to us by third party service providers, to manage our customer relationships, our general ledger, our deposits, and our loans. In addition, our operations rely on the secure processing, storage, and transmission of confidential and other information in our computer systems and networks. Although we take protective measures and endeavor to modify them as circumstances warrant, the security of our computer systems, software, and networks may be vulnerable to breaches, unauthorized access, misuse, computer viruses, or other malicious code and cyber-attacks that could have an impact on information security. With the rise and permeation of online and mobile banking, the financial services industry in particular faces substantial cybersecurity risk due to the type of sensitive information provided by customers. Our systems and those of our third-party service providers and customers are under constant threat, and it is possible that we or they could experience a significant event in the future that could adversely affect our business or operations.

In addition, breaches of security may occur through intentional or unintentional acts by those having authorized or unauthorized access to our confidential or other information, or that of our customers, clients, or counterparties. If one or more of such events were to occur, the confidential and other information processed and stored in, and transmitted through, our computer systems and networks could potentially be jeopardized, or could otherwise cause interruptions or malfunctions in our operations or the operations of our customers, clients, or counterparties. This could cause us significant reputational damage or result in our experiencing significant losses.

36


 

While we diligently assess applicable regulatory and legislative developments affecting our business, laws and regulations relating to cybersecurity have been frequently changing, imposing new requirements on us. In light of these conditions, we face the potential for additional regulatory scrutiny that will lead to increasing compliance and technology expenses and, in some cases, possible limitations on the achievement of our plans for growth and other strategic objectives.

Furthermore, we may be required to expend significant additional resources to modify our protective measures or investigate and remediate vulnerabilities or other exposures arising from operational and security risks. Additional expenditures may be required for third-party expert consultants or outside counsel. We also may be subject to litigation and financial losses that either are not insured against or not fully covered through any insurance we maintain.

In addition, we routinely transmit and receive personal, confidential, and proprietary information by e-mail and other electronic means. We have discussed, and worked with our customers, clients, and counterparties to develop secure transmission capabilities, but we do not have, and may be unable to put in place, secure capabilities with all of these constituents, and we may not be able to ensure that these third parties have appropriate controls in place to protect the confidentiality of such information. We maintain disclosure controls and procedures to ensure we will timely and sufficiently notify our investors of material cybersecurity risks and incidents, including the associated financial, legal, or reputational consequence of such an event, as well as reviewing and updating any prior disclosures relating to the risk or event.

While we have established information security policies and procedures, including an Incident Response Plan, to prevent or limit the impact of systems failures and interruptions, we may not be able to anticipate all possible security breaches that could affect our systems or information and there can be no assurance that such events will not occur or will be adequately prevented or mitigated if they do.

The Company and the Bank rely on third parties to perform certain key business functions, which may expose us to further operational risk.

We outsource certain key aspects of our data processing to certain third-party providers. While we have selected these third-party providers carefully, we cannot control their actions. Our ability to deliver products and services to our customers, to adequately process and account for our customers’ transactions, or otherwise conduct our business could be adversely impacted by any disruption in the services provided by these third parties; their failure to handle current or higher volumes of usage; or any difficulties we may encounter in communicating with them. Replacing these third-party providers also could entail significant delay and expense.

Our third-party providers may be vulnerable to unauthorized access, computer viruses, phishing schemes, and other security breaches. Threats to information security also exist in the processing of customer information through various other third-party providers and their personnel. We may be required to expend significant additional resources to protect against the threat of such security breaches and computer viruses, or to alleviate problems caused by such security breaches or viruses. To the extent that the activities of our third-party providers or the activities of our customers involve the storage and transmission of confidential information, security breaches and viruses could expose us to claims, regulatory scrutiny, litigation, and other possible liabilities.

In addition, the Company may not be adequately insured against all types of losses resulting from third-party failures, and our insurance coverage may be inadequate to cover all losses resulting from systems failures or other disruptions to our banking services.

Failure to keep pace with technological changes could have a material adverse impact on our ability to compete for loans and deposits, and therefore on our financial condition and results of operations.

Financial products and services have become increasingly technology-driven. To some degree, our ability to meet the needs of our customers competitively, and in a cost-efficient manner, is dependent on our ability to keep pace with technological advances and to invest in new technology as it becomes available. Many of our competitors have greater resources to invest in technology than we do and may be better equipped to market new technology-driven products and services.

37


 

The inability to attract and retain key personnel could adversely impact our operations.

To a large degree, our success depends on our ability to attract and retain key personnel whose expertise, knowledge of our markets, and years of industry experience would make them difficult to replace. Competition for skilled leaders in our industry can be intense, and we may not be able to hire or retain the people we would like to have working for us. The unexpected loss of services of one or more of our key personnel could have a material adverse impact on our business, given the specialized knowledge of such personnel and the difficulty of finding qualified replacements on a timely basis. Furthermore, our ability to attract and retain personnel with the skills and knowledge to support our business may require that we offer additional compensation and benefits that would reduce our earnings.

Many aspects of our operations are dependent upon the soundness of other financial intermediaries and thus could expose us to systemic risk.

The soundness of many financial institutions may be closely interrelated as a result of relationships between them involving credit, trading, execution of transactions, and the like. As a result, concerns about, or a default or threatened default by, one institution could lead to significant market-wide liquidity and credit problems, losses, or defaults by other institutions. As such “systemic risk” may adversely affect the financial intermediaries with which we interact on a daily basis (such as clearing agencies, clearing houses, banks, and securities firms and exchanges), we could be adversely impacted as well.

Noncompliance with the Bank Secrecy Act and other anti-money laundering statutes and regulations could result in material financial loss.

The BSA and the USA Patriot Act contain anti-money laundering and financial transparency provisions intended to detect and prevent the use of the U.S. financial system for money laundering and terrorist financing activities. The BSA, as amended by the USA Patriot Act, requires depository institutions to undertake activities including monitoring an anti-money laundering program, verifying the identity of clients, monitoring for and reporting suspicious transactions, reporting on cash transactions above a certain threshold, and responding to requests for information by regulatory authorities and law enforcement agencies. FINCEN, a unit of the U.S. Treasury Department that administers the BSA, is authorized to impose significant civil monetary penalties for violations of these requirements. Failure to maintain and implement adequate programs to combat money laundering and terrorist financing activities could also result in reputational risk for the Company.

Failure to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002 could have a material adverse effect on our business and stock price.

As a public company, we are required to maintain effective internal control over financial reporting in accordance with Section 404 of the Sarbanes-Oxley Act of 2002. Internal control over financial reporting is complex and may be revised over time to adapt to changes in our business, or changes in applicable accounting rules. We cannot assure you that our internal control over financial reporting will be effective in the future or that a material weakness will not be discovered with respect to a prior period for which we had previously believed that our internal control over financial reporting was effective.

If we are not able to maintain or document effective internal control over financial reporting, our independent registered public accounting firm will not be able to certify as to the effectiveness of our internal control over financial reporting. Matters impacting our internal control over financial reporting may cause us to be unable to report our financial information on a timely basis, or may cause us to restate previously issued financial information, and thereby subject us to adverse regulatory consequences, including sanctions or investigations by the SEC, or violations of applicable stock exchange listing rules.

There could also be a negative reaction in the financial markets due to a loss of investor confidence in us and the reliability of our financial statements. Confidence in the reliability of our financial statements is also likely to suffer if we or our independent registered public accounting firm reports a material weakness in the effectiveness of our internal control over financial reporting. This could materially adversely affect us by, for example, leading to a decline in our stock price and impairing our ability to raise capital.

38


 

Reputational Risk

Damage to our reputation could significantly harm the businesses we engage in, as well as our competitive position and prospects for growth.

Our ability to attract and retain investors, customers, clients, and employees could be adversely affected by damage to our reputation resulting from various sources, including employee misconduct, litigation, or regulatory outcomes; failure to deliver minimum standards of service and quality; compliance failures; unethical behavior; unintended disclosure of confidential information; and the activities of our clients, customers, and/or counterparties. Actions by the financial services industry in general, or by certain entities or individuals within it, also could have a significantly adverse impact on our reputation.

Our actual or perceived failure to identify and address various issues also could give rise to reputational risk that could significantly harm us and our business prospects, including failure to properly address operational risks. These issues include legal and regulatory requirements; consumer protection, fair lending, and privacy issues; properly maintaining customer and associated personal information; record keeping; protecting against money laundering; sales and trading practices; and ethical issues.

Societal responses to climate change could adversely affect the Company’s business and performance, including, in directly through impacts on the Company’s investors and customers.

Concerns over the long-term impacts of climate change have led and will continue to lead to governmental efforts around the world to mitigate those impacts. Investors, consumers, and businesses also may change their behavior on their own as a result of these concerns. The Company and its customers will need to respond to new laws and regulations as well as investor, consumer and business preferences resulting from climate change concerns. The Company and its customers may face cost increases, asset value reductions, and operating process changes, among other impacts. The impact on the Company’s customers will likely vary depending on their specific attributes, including reliance on or role in carbon intensive activities. In addition, the Company would face reductions in credit worthiness on the part of some customers or in the value of assets securing loans. Investors could determine not to invest in the Company’s securities due to various climate change related considerations. The Company’s efforts to take these risks into account in making lending and other decisions may not be effective in protecting the Company from the negative impact of new laws and regulations or changes in investor, consumer or business behavior.

Recent Events

Declaration of Dividend on Common Shares

On January 26, 2021, 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 February 16, 2021 to common shareholders of record as of February 6, 2021.

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 PPP, which resumed in January 2021. As of December 31, 2020, the Company funded approximately 1,400 requests totaling $117.1 million under the PPP.  These loans were designated as held for sale as of quarter end. Of the $117.1 million in PPP loans. During early 2021, $18.1 million of PPP loans have been forgiven.

In December 2020, Congress amended the CARES Act through the Consolidated Appropriations Act of 2021, which provided additional COVID-19 relief to American families and businesses, including extending

39


 

TDR relief under the CARES Act until the earlier of December 31, 2021, or 60 days following the termination of the national emergency.

ITEM 1B.

UNRESOLVED STAFF COMMENTS

None.

ITEM 2.

PROPERTIES

We own certain of our branch offices, as well as our headquarters on Long Island and certain other back-office buildings in New York, Ohio, and Florida. We also utilize other branch and back-office locations in those states, and in New Jersey and Arizona, under various lease and license agreements that expire at various times. (See Note 7, “Leases” in Item 8, “Financial Statements and Supplementary Data.”) We believe that our facilities are adequate to meet our present and immediately foreseeable needs.

ITEM 3.

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 4.

MINE SAFETY DISCLOSURES

Not applicable.

 

 

 

40


 

PART II

ITEM 5.

MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS, AND ISSUER PURCHASES OF EQUITY SECURITIES

The common stock of New York Community Bancorp, Inc. trades on the New York Stock Exchange (the “NYSE”) under the symbol “NYCB.”

At December 31, 2020, the number of outstanding shares was 463,901,808 and the number of registered owners was approximately 10,797. The latter figure does not include those investors whose shares were held for them by a bank or broker at that date.

Stock Performance Graph

The following graph compares the cumulative total return on the Company’s stock in the five years ended December 31, 2020 with the cumulative total returns on a broad market index (the S&P Mid-Cap 400 Index) and a peer group index (the SNL U.S. Bank and Thrift Index) during the same time. The S&P Mid-Cap 400 Index was chosen as the broad market index in connection with the Company’s trading activity on the NYSE; the SNL U.S. Bank and Thrift Index currently is comprised of 375 bank and thrift institutions, including the Company. S&P Global Market Intelligence provided us with the data for both indices.

The performance graph is being furnished solely to accompany this report pursuant to Item 201(e) of Regulation S-K, and is not being filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and is not to be incorporated by reference into any filing of the Company, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

The cumulative total returns are based on the assumption that $100.00 was invested in each of the three investments on December 31, 2015 and that all dividends paid since that date were reinvested. Such returns are based on historical results and are not intended to suggest future performance.

41


 

Comparison of 5-Year Cumulative Total Return

Among New York Community Bancorp, Inc.,

S&P Mid-Cap 400 Index, and SNL U.S. Bank and Thrift Index

 

 

ASSUMES $100 INVESTED ON DECEMBER 31, 2015 AND DIVIDEND REINVESTED

 

 

 

12/31/2015

 

 

12/31/2016

 

 

12/31/2017

 

 

12/31/2018

 

 

12/31/2019

 

 

 

12/31/2020

New York Community Bancorp, Inc.

 

 

$100.00

 

 

 

$102.16

 

 

 

$87.98

 

 

 

$67.54

 

 

 

$91.43

 

 

 

$86.11

S&P Mid-Cap 400 Index

 

 

$100.00

 

 

 

$120.74

 

 

 

$140.35

 

 

 

$124.80

 

 

 

$157.49

 

 

 

$179.00

SNL U.S. Bank and Thrift Index

 

 

$100.00

 

 

 

$126.25

 

 

 

$148.45

 

 

 

$123.32

 

 

 

$166.67

 

 

 

$144.61

 

Share Repurchases

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 their exercise of stock options and 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. As of December 31, 2020, the Company has approximately $16.9 million remaining under this repurchase authorization.

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

42


 

be used for various corporate purposes, including, but not limited to, merger transactions and the vesting of restricted stock awards.

During the year December 31, 2020, the Company repurchased $59.0 million or 5.8 million shares of its common stock. Included in the above, the Company allocated 783,238 shares or $8.8 million toward the repurchase of shares tied to its stock-based incentive plans.

 

(dollars in thousands, except per share data)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Period

 

Total Shares

of Common

Stock

Repurchased

 

 

 

Average

Price

Paid

per

Common

Share

 

 

 

Total

Allocation

 

First Quarter 2020

 

 

3,307,183

 

 

$

 

11.24

 

 

$

 

37,159

 

Second Quarter 2020

 

 

2,426,872

 

 

 

 

8.88

 

 

 

 

21,554

 

Third Quarter 2020

 

 

29,747

 

 

 

 

9.73

 

 

 

 

289

 

Fourth Quarter 2020:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

October

 

 

524

 

 

 

 

8.51

 

 

 

 

5

 

November

 

 

1,752

 

 

 

 

8.69

 

 

 

 

15

 

December

 

 

 

 

 

 

 

 

 

 

 

Total Fourth Quarter 2020

 

 

2,276

 

 

 

 

8.65

 

 

 

 

20

 

2020 Total

 

 

5,766,078

 

 

 

 

10.24

 

 

$

 

59,022

 

 

43


 

ITEM 6.

SELECTED FINANCIAL DATA

 

 

 

At or For the Years Ended December 31,

 

(dollars in thousands, except share data)

 

2020

 

 

 

2019

 

 

2018

 

 

2017

 

 

2016

 

EARNINGS SUMMARY: