ASTORIA FINANCIAL CORP - FORM 10-Q

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EX-32.1 - EXHIBIT 32.1 - ASTORIA FINANCIAL CORP	af20160930ex32d1.htm
EX-31.2 - EXHIBIT 31.2 - ASTORIA FINANCIAL CORP	af20160930ex31d2.htm
EX-31.1 - EXHIBIT 31.1 - ASTORIA FINANCIAL CORP	af20160930ex31d1.htm
EX-10.16 - EXHIBIT 10.16 - ASTORIA FINANCIAL CORP	af20160930ex10d16.htm
EX-10.15 - EXHIBIT 10.15 - ASTORIA FINANCIAL CORP	af20160930ex10d15.htm
EX-10.14 - EXHIBIT 10.14 - ASTORIA FINANCIAL CORP	af20160930ex10d14.htm
EX-10.13 - EXHIBIT 10.13 - ASTORIA FINANCIAL CORP	af20160930ex10d13.htm
EX-10.12 - EXHIBIT 10.12 - ASTORIA FINANCIAL CORP	af20160930ex10d12.htm
EX-10.11 - EXHIBIT 10.11 - ASTORIA FINANCIAL CORP	af20160930ex10d11.htm
EX-10.10 - EXHIBIT 10.10 - ASTORIA FINANCIAL CORP	af20160930ex10d10.htm
EX-10.9 - EXHIBIT 10.9 - ASTORIA FINANCIAL CORP	af20160930ex10d9.htm
EX-10.8 - EXHIBIT 10.8 - ASTORIA FINANCIAL CORP	af20160930ex10d8.htm
EX-10.7 - EXHIBIT 10.7 - ASTORIA FINANCIAL CORP	af20160930ex10d7.htm
EX-10.6 - EXHIBIT 10.6 - ASTORIA FINANCIAL CORP	af20160930ex10d6.htm
EX-10.5 - EXHIBIT 10.5 - ASTORIA FINANCIAL CORP	af20160930ex10d5.htm
EX-10.4 - EXHIBIT 10.4 - ASTORIA FINANCIAL CORP	af20160930ex10d4.htm
EX-10.3 - EXHIBIT 10.3 - ASTORIA FINANCIAL CORP	af20160930ex10d3.htm
EX-10.2 - EXHIBIT 10.2 - ASTORIA FINANCIAL CORP	af20160930ex10d2.htm
EX-10.1 - EXHIBIT 10.1 - ASTORIA FINANCIAL CORP	af20160930ex10d1.htm

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q



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

For the quarterly period ended September 30, 2016



¨	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 001-11967

ASTORIA FINANCIAL CORPORATION

(Exact name of registrant as specified in its charter)



Delaware		11-3170868
(State or other jurisdiction of		(I.R.S. Employer Identification
incorporation or organization)		Number)

One Astoria Bank Plaza, Lake Success, New York		11042-1085
(Address of principal executive offices)		(Zip Code)

(516) 327-3000

(Registrant’s telephone number, including area code)

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 x NO ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). YES x NO ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company (as these items are defined in Rule 12b-2 of the Exchange Act).

Large accelerated filer x Accelerated filer ¨ Non-accelerated filer ¨ Smaller reporting company ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

YES ¨ NO x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.



	Classes of Common Stock		Number of Shares Outstanding, October 28, 2016
	$0.01 Par Value		101,328,834

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		Page

PART I — FINANCIAL INFORMATION

Item 1.	Financial Statements (Unaudited):

	Consolidated Statements of Financial Condition at September 30, 2016 and December 31, 2015	2

	Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2016 and 2015	3

	Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2016 and 2015	4

	Consolidated Statement of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2016 and 2015	5

	Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2016 and 2015	6

	Notes to Consolidated Financial Statements	7

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	40

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	75

Item 4.	Controls and Procedures	78

PART II — OTHER INFORMATION

Item 1.	Legal Proceedings	78

Item 1A.	Risk Factors	80

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	80

Item 3.	Defaults Upon Senior Securities	80

Item 4.	Mine Safety Disclosures	80

Item 5.	Other Information	80

Item 6.	Exhibits	80

Signatures		81

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition



		(Unaudited)
(In Thousands, Except Share Data)	At September 30, 2016				At December 31, 2015
Assets:
Cash and due from banks		$	132,799			$	200,538
Available-for-sale securities:
Encumbered		36,922				81,481
Unencumbered		271,309				335,317
Total available-for-sale securities		308,231				416,798
Held-to-maturity securities, fair value of $2,773,570 and $2,286,092, respectively:
Encumbered		1,162,662				1,123,480
Unencumbered		1,588,513				1,173,319
Total held-to-maturity securities		2,751,175				2,296,799
Federal Home Loan Bank of New York stock, at cost		130,820				131,137
Loans held-for-sale, net		5,550				8,960
Loans receivable		10,630,661				11,153,081
Allowance for loan losses		(87,700		)		(98,000		)
Loans receivable, net		10,542,961				11,055,081
Mortgage servicing rights, net		8,580				11,014
Accrued interest receivable		34,834				34,996
Premises and equipment, net		103,971				109,758
Goodwill		185,151				185,151
Bank owned life insurance		442,228				439,646
Real estate owned, net		14,592				19,798
Other assets		153,050				166,535
Total assets		$	14,813,942			$	15,076,211
Liabilities:
Deposits:
NOW and demand deposit		$	2,478,959			$	2,413,823
Money market		2,719,547				2,560,204
Savings		2,079,553				2,137,818
Certificates of deposit		1,649,585				1,994,182
Total deposits		8,927,644				9,106,027
Federal funds purchased		245,000				435,000
Reverse repurchase agreements		1,100,000				1,100,000
Federal Home Loan Bank of New York advances		2,220,000				2,180,000
Other borrowings, net		249,620				249,222
Mortgage escrow funds		143,383				115,435
Accrued expenses and other liabilities		220,633				227,079
Total liabilities		13,106,280				13,412,763
Stockholders’ Equity:
Preferred stock, $1.00 par value; 5,000,000 shares authorized:
Series C (150,000 shares authorized; and 135,000 shares issued and outstanding)		129,796				129,796
Common stock, $0.01 par value (200,000,000 shares authorized; 166,494,888 shares issued; and 101,328,740 and 100,721,358 shares outstanding, respectively)		1,665				1,665
Additional paid-in capital		895,741				902,349
Retained earnings		2,078,990				2,045,391
Treasury stock (65,166,148 and 65,773,530 shares, at cost, respectively)		(1,344,603		)		(1,357,136		)
Accumulated other comprehensive loss		(53,927		)		(58,617		)
Total stockholders’ equity		1,707,662				1,663,448
Total liabilities and stockholders’ equity		$	14,813,942			$	15,076,211

See accompanying Notes to Consolidated Financial Statements.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)



	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
(In Thousands, Except Share Data)	2016			2015			2016			2015
Interest income:
Residential mortgage loans	$	44,582		$	49,899		$	137,640		$	155,236
Multi-family and commercial real estate mortgage loans	47,795			47,979			141,207			144,082
Consumer and other loans	2,456			2,208			7,263			6,640
Mortgage-backed and other securities	17,873			15,816			52,177			46,124
Interest-earning cash accounts	110			109			346			305
Federal Home Loan Bank of New York stock	1,526			1,407			4,434			4,390
Total interest income	114,342			117,418			343,067			356,777
Interest expense:
Deposits	6,463			8,577			20,482			29,250
Borrowings	24,238			24,107			72,606			71,922
Total interest expense	30,701			32,684			93,088			101,172
Net interest income	83,641			84,734			249,979			255,605
Provision for loan losses credited to operations	(995		)	(4,439		)	(7,128		)	(7,749		)
Net interest income after provision for loan losses	84,636			89,173			257,107			263,354
Non-interest income:
Customer service fees	7,107			8,322			21,637			25,404
Other loan fees	566			637			1,667			1,743
Gain on sales of securities	—			—			86			72
Mortgage banking income, net	916			132			1,034			2,535
Income from bank owned life insurance	2,294			2,222			6,919			6,598
Other	1,883			1,539			4,740			4,775
Total non-interest income	12,766			12,852			36,083			41,127
Non-interest expense:
General and administrative:
Compensation and benefits	37,725			38,356			112,686			112,292
Occupancy, equipment and systems	19,713			18,962			57,944			57,600
Federal deposit insurance premium	3,151			4,163			9,712			12,699
Advertising	742			2,784			5,213			7,849
Other	7,377			8,324			22,724			24,137
Total non-interest expense	68,708			72,589			208,279			214,577
Income before income tax expense	28,694			29,436			84,911			89,904
Income tax expense	10,003			10,530			29,319			20,260
Net income	18,691			18,906			55,592			69,644
Preferred stock dividends	2,194			2,194			6,582			6,582
Net income available to common shareholders	$	16,497		$	16,712		$	49,010		$	63,062

Basic earnings per common share	$	0.16		$	0.17		$	0.48		$	0.63
Diluted earnings per common share	$	0.16		$	0.17		$	0.48		$	0.63

Basic weighted average common shares outstanding	100,383,631			99,700,759			100,377,618			99,540,721
Diluted weighted average common shares outstanding	100,383,631			100,067,159			100,377,618			99,907,121

See accompanying Notes to Consolidated Financial Statements.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)



	For the Three Months Ended September 30,					For the Nine Months Ended September 30,
(In Thousands)	2016			2015		2016			2015

Net income	$	18,691		$	18,906	$	55,592		$	69,644

Other comprehensive (loss) income, net of tax:
Net unrealized (loss) gain on securities available-for-sale:
Net unrealized holding (loss) gain on securities arising during the period	(955		)	2,903		3,588			2,148
Reclassification adjustment for gain on sales of securities included in net income	—			—		(51		)	(43		)
Net unrealized (loss) gain on securities available-for-sale	(955		)	2,903		3,537			2,105

Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income	356			442		1,068			1,328

Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income	28			29		85			85

Total other comprehensive (loss) income, net of tax	(571		)	3,374		4,690			3,518

Comprehensive income	$	18,120		$	22,280	$	60,282		$	73,162

See accompanying Notes to Consolidated Financial Statements.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

For the Nine Months Ended September 30, 2016 and 2015



(In Thousands, Except Share Data)	Total			Preferred Stock		Common Stock		Additional Paid-in Capital			Retained Earnings			Treasury Stock			Accumulated Other Comprehensive Loss

Balance at December 31, 2015	$	1,663,448		$	129,796	$	1,665	$	902,349		$	2,045,391		$	(1,357,136	)		$	(58,617	)

Net income	55,592			—		—		—			55,592			—				—
Other comprehensive income, net of tax	4,690			—		—		—			—			—				4,690
Dividends on preferred stock ($48.75 per share)	(6,582		)	—		—		—			(6,582		)	—				—
Dividends on common stock ($0.12 per share)	(12,161		)	—		—		—			(12,161		)	—				—
Sales of treasury stock (8,140 shares)	122			—		—		—			(46		)	168				—
Restricted stock grants (685,872 shares)	—			—		—		(10,329		)	(3,823		)	14,152				—
Forfeitures of restricted stock (86,630 shares)	—			—		—		1,171			616			(1,787		)		—
Stock-based compensation	2,518			—		—		2,515			3			—				—
Net tax benefit excess from stock-based compensation	35			—		—		35			—			—				—

Balance at September 30, 2016	$	1,707,662		$	129,796	$	1,665	$	895,741		$	2,078,990		$	(1,344,603	)		$	(53,927	)

Balance at December 31, 2014	$	1,580,070		$	129,796	$	1,665	$	897,049		$	1,992,833		$	(1,375,322	)		$	(65,951	)

Net income	69,644			—		—		—			69,644			—				—
Other comprehensive income, net of tax	3,518			—		—		—			—			—				3,518
Dividends on preferred stock ($48.75 per share)	(6,582		)	—		—		—			(6,582		)	—				—
Dividends on common stock ($0.12 per share)	(12,052		)	—		—		—			(12,052		)	—				—
Sales of treasury stock (479,751 shares)	6,124			—		—		—			(3,789		)	9,913				—
Restricted stock grants (429,752 shares)	—			—		—		(5,608		)	(3,273		)	8,881				—
Forfeitures of restricted stock (63,716 shares)	—			—		—		747			569			(1,316		)		—
Stock-based compensation	6,432			—		—		6,415			17			—				—
Net tax benefit excess from stock-based compensation	28			—		—		28			—			—				—

Balance at September 30, 2015	$	1,647,182		$	129,796	$	1,665	$	898,631		$	2,037,367		$	(1,357,844	)		$	(62,433	)

See accompanying Notes to Consolidated Financial Statements.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)



	For the Nine Months Ended September 30,
(In Thousands)	2016				2015
Cash flows from operating activities:
Net income		$	55,592			$	69,644
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on loans		8,021				9,018
Net amortization on securities and borrowings		6,260				7,067
Net provision for loan and real estate losses credited to operations		(6,226		)		(6,703		)
Depreciation and amortization		10,392				9,495
Net gain on sales of loans and securities		(1,690		)		(1,567		)
Mortgage servicing rights amortization and valuation allowance adjustments, net		3,321				1,941
Stock-based compensation		2,518				6,432
Deferred income tax expense (benefit)		2,753				(9,573		)
Originations of loans held-for-sale		(84,425		)		(90,841		)
Proceeds from sales and principal repayments of loans held-for-sale		87,879				94,495
Decrease (increase) in accrued interest receivable		162				(141		)
Bank owned life insurance income and insurance proceeds received, net		(2,582		)		(6,598		)
Decrease in other assets		7,544				7,647
(Decrease) increase in accrued expenses and other liabilities		(4,422		)		2,611
Net cash provided by operating activities		85,097				92,927
Cash flows from investing activities:
Originations of loans receivable		(1,003,596		)		(1,028,137		)
Loan purchases through third parties		(247,680		)		(187,821		)
Principal payments on loans receivable		1,750,607				1,897,447
Proceeds from sales of delinquent and non-performing loans		2,457				7,483
Purchases of securities held-to-maturity		(1,155,291		)		(425,463		)
Purchases of securities available-for-sale		(30,000		)		(113,833		)
Principal payments on securities held-to-maturity		695,738				355,657
Principal payments on securities available-for-sale		120,895				34,736
Proceeds from sales of securities available-for-sale		23,065				19,026
Net redemptions of Federal Home Loan Bank of New York stock		317				12,067
Proceeds from sales of real estate owned, net		14,278				20,114
Purchases of premises and equipment, net of proceeds from sales		(4,605		)		(9,098		)
Net cash provided by investing activities		166,185				582,178
Cash flows from financing activities:
Net decrease in deposits		(178,383		)		(456,448		)
Net decrease in borrowings with original terms of three months or less		(455,000		)		(182,000		)
Repayments of borrowings with original terms greater than three months		(1,770,000		)		—
Proceeds from borrowings with terms greater than three months		2,075,000				—
Net increase in mortgage escrow funds		27,948				29,165
Proceeds from sales of treasury stock		122				6,124
Cash dividends paid to stockholders		(18,743		)		(18,634		)
Net tax benefit excess from stock-based compensation		35				28
Net cash used in financing activities		(319,021		)		(621,765		)
Net (decrease) increase in cash and cash equivalents		(67,739		)		53,340
Cash and cash equivalents at beginning of period		200,538				143,185
Cash and cash equivalents at end of period		$	132,799			$	196,525

Supplemental disclosures:
Interest paid		$	88,581			$	97,982
Income taxes paid		$	18,253			$	27,217
Additions to real estate owned		$	9,974			$	4,583
Loans transferred to held-for-sale		$	1,872			$	8,948

See accompanying Notes to Consolidated Financial Statements.

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Notes to Consolidated Financial Statements (Unaudited)

1. Basis of Presentation

The accompanying consolidated financial statements include the accounts of Astoria Financial Corporation and its wholly-owned subsidiaries: Astoria Bank and its subsidiaries, referred to as Astoria Bank, and AF Insurance Agency, Inc. As used in this quarterly report, "Astoria," “we,” “us” and “our” refer to Astoria Financial Corporation and its consolidated subsidiaries. All significant inter-company accounts and transactions have been eliminated in consolidation.

In our opinion, the accompanying consolidated financial statements contain all adjustments (consisting only of normal recurring adjustments) necessary for a fair presentation of our financial condition as of September 30, 2016 and December 31, 2015, our results of operations and other comprehensive income for the three and nine months ended September 30, 2016 and 2015, changes in our stockholders’ equity for the nine months ended September 30, 2016 and 2015 and our cash flows for the nine months ended September 30, 2016 and 2015. In preparing the consolidated financial statements, we are required to make estimates and assumptions that affect the reported amounts of assets and liabilities for the consolidated statements of financial condition as of September 30, 2016 and December 31, 2015, and amounts of revenues, expenses and other comprehensive income in the consolidated statements of income and comprehensive income for the three and nine months ended September 30, 2016 and 2015. The results of operations and other comprehensive income for the three and nine months ended September 30, 2016 are not necessarily indicative of the results of operations and other comprehensive income to be expected for the remainder of the year. Certain information and note disclosures normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles, or GAAP, have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission, or SEC.

These consolidated financial statements should be read in conjunction with our December 31, 2015 audited consolidated financial statements and related notes included in our 2015 Annual Report on Form 10-K.

Changes in Income Tax Legislation

New York State, or NY State, income tax reform legislation, or the 2014 NY State legislation, was enacted on March 31, 2014 and generally became effective in 2015. Prior to the effective date of the 2014 NY State legislation, we were subject to taxation in NY State under an alternative taxation method based on assets. The 2014 NY State legislation, among other things, removed that alternative method and required that we be taxed in a manner that resulted in an increase in our NY State income tax expense beginning in 2015.

On April 13, 2015, a package of additional legislation, or the 2015 NY State legislation, was signed into law in NY State that, among other things, largely conformed New York City, or NY City, banking income tax laws to the 2014 NY State legislation. The 2015 NY State legislation was effective retroactively to tax years beginning on or after January 1, 2015. In addition, on June 30, 2015, the State of Connecticut enacted tax legislation that changed the method for calculating Connecticut income taxes, resulting in the recognition of certain deferred tax assets. Under GAAP, the effects of changes in tax law on current and deferred taxes are accounted for in the period that includes the enactment date of the change, which means that we recorded the impacts of the legislation in the second quarter of 2015.

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The tax law changes effective in 2015 resulted in a reduction in income tax expense of $11.4 million in the 2015 second quarter comprised of (i) the elimination of our valuation allowance totaling $7.2 million, which previously offset certain deferred tax assets, and (ii) the recognition of additional deferred tax assets totaling $4.2 million, primarily related to NY City taxation.

2. Merger Agreement with New York Community Bancorp, Inc.

On October 28, 2015, Astoria entered into an Agreement and Plan of Merger, or the Merger Agreement, with New York Community Bancorp, Inc., a Delaware corporation, or NYCB. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Astoria will merge with and into NYCB, with NYCB as the surviving corporation, such merger referred to as the Merger. Immediately following the Merger, Astoria’s wholly owned subsidiary, Astoria Bank, will merge with and into NYCB’s wholly owned subsidiary, New York Community Bank, such merger referred to as the Bank Merger. New York Community Bank will be the surviving entity in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Astoria and NYCB.

Subject to the terms and conditions of the Merger Agreement, at the effective time of the Merger, or the Effective Time, Astoria stockholders will have the right to receive one share of common stock, par value $0.01 per share, of NYCB, or NYCB Common Stock, and $0.50 in cash for each share of common stock, par value $0.01 per share, of Astoria Financial Corporation, or Astoria Common Stock. Also in the Merger, each share of Astoria 6.50% Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share, issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive one share of NYCB 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share.

The Merger Agreement contains customary representations and warranties from both Astoria and NYCB, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Astoria’s and NYCB’s businesses during the interim period between the execution of the Merger Agreement and the Effective Time, (2) the obligation of NYCB to call a meeting of its stockholders to adopt the Merger Agreement and approve an amendment to its charter to increase the authorized shares of NYCB Common Stock from 600 million to 900 million, and, subject to certain exceptions, to recommend that its stockholders adopt the Merger Agreement and the transactions contemplated thereby, (3) the obligation of Astoria to call a meeting of its stockholders to adopt the Merger Agreement, and, subject to certain exceptions, to recommend that its stockholders adopt the Merger Agreement, and (4) Astoria’s non-solicitation obligations relating to alternative acquisition proposals. Astoria and NYCB have agreed to use their reasonable best efforts to prepare and file all applications, notices, and other documents to obtain all necessary consents and approvals for consummation of the transactions contemplated by the Merger Agreement.

The completion of the Merger is subject to customary conditions, including (1) adoption of the Merger Agreement by Astoria’s stockholders, (2) adoption of the Merger Agreement and approval of the NYCB charter amendment by NYCB’s stockholders, (3) authorization for listing on the New York Stock Exchange of the shares of NYCB Common Stock to be issued in the Merger, (4) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, or FRB, the Federal Deposit Insurance Corporation, or FDIC, and the New York State Department of Financial Services, or DFS, (5) effectiveness of the registration statement on Form S-4 for the NYCB Common Stock to be issued in the Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. The registration statement on Form S-4 for the NYCB Common Stock to be issued in the Merger became effective on March 16, 2016,

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and special meetings of Astoria’s and NYCB’s respective stockholders were held on April 26, 2016, at which Astoria’s stockholders adopted the Merger Agreement and NYCB’s stockholders adopted the Merger Agreement and approved the NYCB charter amendment. In addition, all applications and notices necessary to obtain the required regulatory approvals to complete the Merger have been submitted or sent by Astoria or NYCB.

Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) performance in all material respect by the other party of its obligations under the Merger Agreement and (3) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

The Merger Agreement also provides certain termination rights for both Astoria and NYCB and further provides that a termination fee of $69.5 million will be payable by either Astoria or NYCB, as applicable, upon termination of the Merger Agreement under certain circumstances.

NYCB has informed us that based on discussions they have had with their regulators, they do not expect to receive, prior to the end of 2016, the regulatory approvals required to consummate the merger. Under the merger agreement, either NYCB or Astoria may terminate the agreement, without penalty, if the merger has not occurred by December 31, 2016. Astoria and NYCB remain committed to the transaction, but any extension to the end date or other modification under the merger agreement is subject to the discretionary approval of the Board of Directors of each company, and there can be no assurance that each Board will agree to any such extension or other modification.

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3. Securities

The following tables set forth the amortized cost and estimated fair value of securities available-for-sale and held-to-maturity at the dates indicated.



	At September 30, 2016
(In Thousands)	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses				Estimated Fair Value
Available-for-sale:
Residential mortgage-backed securities:
GSE (1) issuance REMICs and CMOs (2)	$	263,153		$	4,031		$	(275	)	$	266,909
Non-GSE issuance REMICs and CMOs	1,856			4			(1		)	1,859
GSE pass-through certificates	9,061			390			(1		)	9,450
Total residential mortgage-backed securities	274,070			4,425			(277		)	278,218
Obligations of GSEs	30,000			37			(26		)	30,011
Fannie Mae stock	15			—			(13		)	2
Total securities available-for-sale	$	304,085		$	4,462		$	(316	)	$	308,231
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,119,583		$	14,824		$	(1,877	)	$	1,132,530
Non-GSE issuance REMICs and CMOs	194			—			(6		)	188
GSE pass-through certificates	226,896			4,165			(427		)	230,634
Total residential mortgage-backed securities	1,346,673			18,989			(2,310		)	1,363,352
Multi-family mortgage-backed securities:
GSE issuance REMICs	964,778			9,583			(747		)	973,614
Obligations of GSEs	359,357			629			(713		)	359,273
Corporate Debt securities	80,000			325			(3,362		)	76,963
Other	367			1			—			368
Total securities held-to-maturity	$	2,751,175		$	29,527		$	(7,132	)	$	2,773,570


(1)	Government-sponsored enterprise


(2)	Real estate mortgage investment conduits and collateralized mortgage obligations

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	At December 31, 2015
(In Thousands)	Amortized Cost		Gross Unrealized Gains			Gross Unrealized Losses				Estimated Fair Value
Available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	331,099		$	2,374		$	(2,934	)	$	330,539
Non-GSE issuance REMICs and CMOs	3,048			13			(7		)	3,054
GSE pass-through certificates	10,781			485			(2		)	11,264
Total residential mortgage-backed securities	344,928			2,872			(2,943		)	344,857
Obligations of GSEs	73,701			—			(1,762		)	71,939
Fannie Mae stock	15			—			(13		)	2
Total securities available-for-sale	$	418,644		$	2,872		$	(4,718	)	$	416,798
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,361,907		$	8,135		$	(14,128	)	$	1,355,914
Non-GSE issuance REMICs and CMOs	198			—			(5		)	193
GSE pass-through certificates	260,707			1,535			(3,413		)	258,829
Total residential mortgage-backed securities	1,622,812			9,670			(17,546		)	1,614,936
Multi-family mortgage-backed securities:
GSE issuance REMICs	434,587			1,255			(2,334		)	433,508
Obligations of GSEs	178,967			220			(480		)	178,707
Corporate debt securities	60,000			—			(1,493		)	58,507
Other	433			1			—			434
Total securities held-to-maturity	$	2,296,799		$	11,146		$	(21,853	)	$	2,286,092

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The following tables set forth the estimated fair values of securities with gross unrealized losses at the dates indicated, segregated between securities that have been in a continuous unrealized loss position for less than twelve months and those that have been in a continuous unrealized loss position for twelve months or longer at the dates indicated.



	At September 30, 2016
	Less Than Twelve Months						Twelve Months or Longer						Total
(In Thousands)	Estimated Fair Value		Gross Unrealized Losses				Estimated Fair Value		Gross Unrealized Losses				Estimated Fair Value		Gross Unrealized Losses
Available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	13,375		$	(55	)	$	21,347		$	(220	)	$	34,722		$	(275	)
Non-GSE issuance REMICs and CMOs	—			—			105			(1		)	105			(1		)
GSE pass-through certificates	—			—			120			(1		)	120			(1		)
Obligations of GSEs	14,974			(26		)	—			—			14,974			(26		)
Fannie Mae stock	—			—			2			(13		)	2			(13		)
Total temporarily impaired securities available-for-sale	$	28,349		$	(81	)	$	21,574		$	(235	)	$	49,923		$	(316	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	130,318		$	(353	)	$	147,383		$	(1,524	)	$	277,701		$	(1,877	)
Non-GSE issuance REMICs and CMOs	—			—			188			(6		)	188			(6		)
GSE pass-through certificates	—			—			65,629			(427		)	65,629			(427		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	275,035			(747		)	—			—			275,035			(747		)
Obligations of GSEs	125,623			(713		)	—			—			125,623			(713		)
Corporate debt securities	57,151			(2,849		)	9,488			(513		)	66,639			(3,362		)
Total temporarily impaired securities held-to-maturity	$	588,127		$	(4,662	)	$	222,688		$	(2,470	)	$	810,815		$	(7,132	)



	At December 31, 2015
	Less Than Twelve Months						Twelve Months or Longer						Total
(In Thousands)	Estimated Fair Value		Gross Unrealized Losses				Estimated Fair Value		Gross Unrealized Losses				Estimated Fair Value		Gross Unrealized Losses
Available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	189,364		$	(2,934	)	$	—		$	—		$	189,364		$	(2,934	)
Non-GSE issuance REMICs and CMOs	75			(2		)	64			(5		)	139			(7		)
GSE pass-through certificates	97			(1		)	103			(1		)	200			(2		)
Obligations of GSEs	24,602			(390		)	47,337			(1,372		)	71,939			(1,762		)
Fannie Mae stock	—			—			2			(13		)	2			(13		)
Total temporarily impaired securities available-for-sale	$	214,138		$	(3,327	)	$	47,506		$	(1,391	)	$	261,644		$	(4,718	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	395,659		$	(3,972	)	$	289,645		$	(10,156	)	$	685,304		$	(14,128	)
Non-GSE issuance REMICs and CMOs	—			—			193			(5		)	193			(5		)
GSE pass-through certificates	56,503			(586		)	106,738			(2,827		)	163,241			(3,413		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	276,601			(2,334		)	—			—			276,601			(2,334		)
Obligations of GSEs	107,824			(480		)	—			—			107,824			(480		)
Corporate debt securities	58,507			(1,493		)	—			—			58,507			(1,493		)
Total temporarily impaired securities held-to-maturity	$	895,094		$	(8,865	)	$	396,576		$	(12,988	)	$	1,291,670		$	(21,853	)

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We held 84 securities which had an unrealized loss at September 30, 2016 and 129 securities which had an unrealized loss at December 31, 2015. Securities in unrealized loss positions are analyzed as part of our ongoing assessment of other-than-temporary impairment. Our assertion regarding our intent not to sell, or that it is not more likely than not that we will be required to sell a security before its anticipated recovery, is based on a number of factors, including a quantitative estimate of the expected recovery period (which may extend to maturity), and our intended strategy with respect to the identified security or portfolio. If we do have the intent to sell, or believe it is more likely than not that we will be required to sell the security before its anticipated recovery, the unrealized loss is charged directly to earnings in the Consolidated Statements of Income and Comprehensive Income. Other factors considered in determining whether or not an impairment is temporary include the severity of the impairment; the duration of the impairment; the cause of the impairment; the near-term prospects of the issuer; and the estimated recovery period. The unrealized losses on our residential and multi-family mortgage-backed securities and GSE obligations at September 30, 2016 were primarily caused by movements in market interest rates subsequent to the purchase of such securities or obligations. The unrealized losses on our corporate debt obligations were primarily due to the observed credit spread widening that occurred during the nine months ended September 30, 2016, which we attribute to the contemporaneous broad-based equity market volatility. We do not consider these unrealized losses to be other than temporary impairment.

During the nine months ended September 30, 2016, proceeds from sales of securities from the available-for-sale portfolio totaled $23.1 million, resulting in gross realized gains of $86,000. During the nine months ended September 30, 2015, proceeds from sales of securities from the available-for-sale portfolio totaled $19.0 million, resulting in gross realized gains of $72,000.

At September 30, 2016, available-for-sale debt securities, excluding mortgage-backed securities, had an amortized cost of $30.0 million, an estimated fair value of $30.0 million and contractual maturities in 2025 through 2026. At September 30, 2016, held-to-maturity debt securities, excluding mortgage-backed securities, had an amortized cost of $439.7 million, an estimated fair value of $436.6 million and contractual maturities primarily in 2016 through 2027. Actual maturities may differ from contractual maturities because issuers may have the right to prepay or call obligations with or without prepayment penalties.

At September 30, 2016, the amortized cost of callable securities in our portfolio totaled $344.4 million, of which $328.0 million are callable within one year and at various times thereafter. The balance of accrued interest receivable for securities totaled $8.0 million at September 30, 2016 and $7.4 million at December 31, 2015.

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4. Loans Receivable and Allowance for Loan Losses

The following tables set forth the composition of our loans receivable portfolio, and an aging analysis by accruing and non-accrual loans, by segment and class at the dates indicated.



	At September 30, 2016
	Past Due
(In Thousands)	30-59 Days		60-89 Days		90 Days or More		Total Past Due		Current		Total
Accruing loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	4,948	$	233	$	—	$	5,181	$	268,405	$	273,586
Full documentation amortizing	36,938		6,843		—		43,781		4,342,747		4,386,528
Reduced documentation interest-only	3,711		724		—		4,435		119,308		123,743
Reduced documentation amortizing	21,412		4,016		—		25,428		556,203		581,631
Total residential	67,009		11,816		—		78,825		5,286,663		5,365,488
Multi-family	3,414		156		476		4,046		4,083,193		4,087,239
Commercial real estate	420		176		—		596		751,966		752,562
Total mortgage loans	70,843		12,148		476		83,467		10,121,822		10,205,289
Consumer and other loans (gross):
Home equity and other consumer	1,159		48		—		1,207		138,909		140,116
Commercial and industrial	—		529		—		529		96,634		97,163
Total consumer and other loans	1,159		577		—		1,736		235,543		237,279
Total accruing loans	$	72,002	$	12,725	$	476	$	85,203	$	10,357,365	$	10,442,568
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	—	$	160	$	11,492	$	11,652	$	4,387	$	16,039
Full documentation amortizing	2,956		1,050		41,016		45,022		10,104		55,126
Reduced documentation interest-only	—		—		13,228		13,228		5,121		18,349
Reduced documentation amortizing	1,408		1,002		31,201		33,611		11,801		45,412
Total residential	4,364		2,212		96,937		103,513		31,413		134,926
Multi-family	876		406		1,417		2,699		2,571		5,270
Commercial real estate	388		—		—		388		4,844		5,232
Total mortgage loans	5,628		2,618		98,354		106,600		38,828		145,428
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,718		4,718		—		4,718
Commercial and industrial	—		—		282		282		—		282
Total consumer and other loans	—		—		5,000		5,000		—		5,000
Total non-accrual loans	$	5,628	$	2,618	$	103,354	$	111,600	$	38,828	$	150,428
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	4,948	$	393	$	11,492	$	16,833	$	272,792	$	289,625
Full documentation amortizing	39,894		7,893		41,016		88,803		4,352,851		4,441,654
Reduced documentation interest-only	3,711		724		13,228		17,663		124,429		142,092
Reduced documentation amortizing	22,820		5,018		31,201		59,039		568,004		627,043
Total residential	71,373		14,028		96,937		182,338		5,318,076		5,500,414
Multi-family	4,290		562		1,893		6,745		4,085,764		4,092,509
Commercial real estate	808		176		—		984		756,810		757,794
Total mortgage loans	76,471		14,766		98,830		190,067		10,160,650		10,350,717
Consumer and other loans (gross):
Home equity and other consumer	1,159		48		4,718		5,925		138,909		144,834
Commercial and industrial	—		529		282		811		96,634		97,445
Total consumer and other loans	1,159		577		5,000		6,736		235,543		242,279
Total loans	$	77,630	$	15,343	$	103,830	$	196,803	$	10,396,193	$	10,592,996
Net unamortized premiums and deferred loan origination costs											37,665
Loans receivable											10,630,661
Allowance for loan losses											(87,700		)
Loans receivable, net											$	10,542,961

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	At December 31, 2015
	Past Due
(In Thousands)	30-59 Days		60-89 Days		90 Days or More		Total Past Due		Current		Total
Accruing loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	10,045	$	2,382	$	—	$	12,427	$	401,486	$	413,913
Full documentation amortizing	40,151		10,346		332		50,829		4,602,940		4,653,769
Reduced documentation interest-only	7,254		2,321		—		9,575		266,084		275,659
Reduced documentation amortizing	20,135		4,369		—		24,504		527,566		552,070
Total residential	77,585		19,418		332		97,335		5,798,076		5,895,411
Multi-family	1,662		2,069		—		3,731		4,013,541		4,017,272
Commercial real estate	246		1,689		—		1,935		813,640		815,575
Total mortgage loans	79,493		23,176		332		103,001		10,625,257		10,728,258
Consumer and other loans (gross):
Home equity and other consumer	2,358		502		—		2,860		151,554		154,414
Commercial and industrial	—		—		—		—		91,171		91,171
Total consumer and other loans	2,358		502		—		2,860		242,725		245,585
Total accruing loans	$	81,851	$	23,678	$	332	$	105,861	$	10,867,982	$	10,973,843
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	1,182	$	—	$	11,359	$	12,541	$	5,834	$	18,375
Full documentation amortizing	3,579		603		32,535		36,717		7,480		44,197
Reduced documentation interest-only	257		579		15,285		16,121		11,451		27,572
Reduced documentation amortizing	2,238		365		14,322		16,925		12,935		29,860
Total residential	7,256		1,547		73,501		82,304		37,700		120,004
Multi-family	725		623		2,441		3,789		3,044		6,833
Commercial real estate	241		—		572		813		3,126		3,939
Total mortgage loans	8,222		2,170		76,514		86,906		43,870		130,776
Consumer and other loans (gross):
Home equity and other consumer	—		—		6,405		6,405		—		6,405
Commercial and industrial	—		—		703		703		—		703
Total consumer and other loans	—		—		7,108		7,108		—		7,108
Total non-accrual loans	$	8,222	$	2,170	$	83,622	$	94,014	$	43,870	$	137,884
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	11,227	$	2,382	$	11,359	$	24,968	$	407,320	$	432,288
Full documentation amortizing	43,730		10,949		32,867		87,546		4,610,420		4,697,966
Reduced documentation interest-only	7,511		2,900		15,285		25,696		277,535		303,231
Reduced documentation amortizing	22,373		4,734		14,322		41,429		540,501		581,930
Total residential	84,841		20,965		73,833		179,639		5,835,776		6,015,415
Multi-family	2,387		2,692		2,441		7,520		4,016,585		4,024,105
Commercial real estate	487		1,689		572		2,748		816,766		819,514
Total mortgage loans	87,715		25,346		76,846		189,907		10,669,127		10,859,034
Consumer and other loans (gross):
Home equity and other consumer	2,358		502		6,405		9,265		151,554		160,819
Commercial and industrial	—		—		703		703		91,171		91,874
Total consumer and other loans	2,358		502		7,108		9,968		242,725		252,693
Total loans	$	90,073	$	25,848	$	83,954	$	199,875	$	10,911,852	$	11,111,727
Net unamortized premiums and deferred loan origination costs											41,354
Loans receivable											11,153,081
Allowance for loan losses											(98,000		)
Loans receivable, net											$	11,055,081

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We segment our one-to-four family, or residential, mortgage loan portfolio by interest-only and amortizing loans, full documentation and reduced documentation loans, and origination time periods, and analyze our historical loss experience and delinquency levels and trends of these segments. We analyze multi-family and commercial real estate mortgage loans by portfolio using predictive modeling techniques for loans originated after 2010 and by geographic location for loans originated prior to 2011. We analyze our consumer and other loan portfolio by home equity lines of credit, commercial and industrial loans and other consumer loans and perform similar historical loss analyses.

We analyze our historical loss experience over 12, 15, 18 and 24 month periods. The loss history used in calculating our quantitative allowance coverage percentages varies based on loan type. Also, for a particular loan type, we may not have sufficient loss history to develop a reasonable estimate of loss and in these instances we may consider our loss experience for other, similar loan types and may evaluate those losses over a longer period than two years. Additionally, multi-family and commercial real estate loss experience may be adjusted based on the composition of the losses (loan sales, short sales and partial charge-offs). Our evaluation of loss experience factors considers trends in such factors over the prior three years, as well as an estimate of the average amount of time from an event signaling the potential inability of a borrower to continue to pay as agreed to the point at which a loss is confirmed, for substantially all of the loan portfolio, with the exception of multi-family and commercial real estate mortgage loans originated after 2010, for which our evaluation includes detailed modeling techniques. These modeling techniques utilize data inputs for each loan in the portfolio, including credit facility terms and performance to date, property details and borrower financial performance data. The model also incorporates real estate market data from an established real estate market database company to forecast future performance of the properties, and includes a loan loss predictive model based on studies of defaulted commercial real estate loans. The model then generates a probability of default, loss given default and ultimately an estimated loss for each loan quarterly over the remaining life of the loan. The appropriate timeframe from which to assign an estimated loss percentage to the pool of loans is assessed by management. We update our historical loss analyses, as well as our predictive model, quarterly and evaluate the need to modify our quantitative allowances as a result of our updated charge-off and loss analyses. We also consider qualitative factors with the purpose of assessing the adequacy of the overall allowance for loan losses as well as the allocation of the allowance for loan losses by loan category.

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The following tables set forth the changes in our allowance for loan losses by loan receivable segment for the periods indicated.



		For the Three Months Ended September 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential				Multi-Family			Commercial Real Estate								Total
Balance at July 1, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000
Provision (credited) charged to operations		(505		)	1,831				(887		)		(1,434		)	(995		)
Charge-offs		(2,822		)	—				(378		)		(378		)	(3,578		)
Recoveries		469			443				981				380			2,273
Balance at September 30, 2016		$	38,362		$	34,405			$	9,425			$	5,508		$	87,700

		For the Nine Months Ended September 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential				Multi-Family			Commercial Real Estate								Total
Balance at January 1, 2016		$	44,951		$	35,544			$	11,217			$	6,288		$	98,000
Provision credited to operations		(2,025		)	(2,696		)		(2,332		)		(75		)	(7,128		)
Charge-offs		(6,313		)	(409		)		(441		)		(1,238		)	(8,401		)
Recoveries		1,749			1,966				981				533			5,229
Balance at September 30, 2016		$	38,362		$	34,405			$	9,425			$	5,508		$	87,700



		For the Three Months Ended September 30, 2015
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential				Multi-Family			Commercial Real Estate								Total
Balance at July 1, 2015		$	44,546		$	38,794			$	15,390			$	8,770		$	107,500
Provision (credited) charged to operations		(1,992		)	409				(3,058		)		202			(4,439		)
Charge-offs		(982		)	(553		)		—				(80		)	(1,615		)
Recoveries		669			216				1,087				82			2,054
Balance at September 30, 2015		$	42,241		$	38,866			$	13,419			$	8,974		$	103,500

		For the Nine Months Ended September 30, 2015
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential				Multi-Family			Commercial Real Estate								Total
Balance at January 1, 2015		$	46,283		$	39,250			$	17,242			$	8,825		$	111,600
Provision (credited) charged to operations		(2,346		)	(998		)		(4,768		)		363			(7,749		)
Charge-offs		(4,341		)	(898		)		(142		)		(515		)	(5,896		)
Recoveries		2,645			1,512				1,087				301			5,545
Balance at September 30, 2015		$	42,241		$	38,866			$	13,419			$	8,974		$	103,500

The following table sets forth the balances of our residential interest-only mortgage loans at September 30, 2016 by the period in which such loans are scheduled to enter their amortization period.



(In Thousands)	Recorded Investment
Amortization scheduled to begin in:
12 months or less	$	329,098
13 to 24 months	80,135
25 to 36 months	10,375
Over 36 months	12,109
Total	$	431,717

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The following tables set forth the balances of our residential mortgage and consumer and other loan receivable segments by class and credit quality indicator at the dates indicated.



		At September 30, 2016
		Residential Mortgage Loans									Consumer and Other Loans
		Full Documentation					Reduced Documentation				Home Equity and Other Consumer			Commercial and Industrial
(In Thousands)	Interest-only			Amortizing		Interest-only			Amortizing		Home Equity and Other Consumer			Commercial and Industrial
Performing		$	273,586	$	4,386,528		$	123,743	$	581,631		$	140,116	$	97,163
Non-performing:
Current or past due less than 90 days		4,547		14,110			5,121		14,211			—		—
Past due 90 days or more		11,492		41,016			13,228		31,201			4,718		282
Total		$	289,625	$	4,441,654		$	142,092	$	627,043		$	144,834	$	97,445

		At December 31, 2015
		Residential Mortgage Loans									Consumer and Other Loans
		Full Documentation					Reduced Documentation				Home Equity and Other Consumer			Commercial and Industrial
(In Thousands)	Interest-only			Amortizing		Interest-only			Amortizing		Home Equity and Other Consumer			Commercial and Industrial
Performing		$	413,913	$	4,653,437		$	275,659	$	552,070		$	154,414	$	91,171
Non-performing:
Current or past due less than 90 days		7,016		11,662			12,287		15,538			—		—
Past due 90 days or more		11,359		32,867			15,285		14,322			6,405		703
Total		$	432,288	$	4,697,966		$	303,231	$	581,930		$	160,819	$	91,874

The following table sets forth the balances of our multi-family and commercial real estate mortgage loan receivable segments by credit quality indicator at the dates indicated.



		At September 30, 2016						At December 31, 2015
				Commercial Real Estate						Commercial Real Estate
(In Thousands)	Multi-Family			Commercial Real Estate			Multi-Family			Commercial Real Estate
Not criticized		$	4,054,211		$	728,058		$	3,981,050		$	769,029
Criticized:
Special mention		21,214			11,605			14,931			20,441
Substandard		17,084			18,131			28,124			30,044
Doubtful		—			—			—			—
Total		$	4,092,509		$	757,794		$	4,024,105		$	819,514

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The following tables set forth the balances of our loans receivable and the related allowance for loan loss allocation by segment and by the impairment methodology followed in determining the allowance for loan losses at the dates indicated.



	At September 30, 2016
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential		Multi-Family		Commercial Real Estate					Total
Loans:
Individually evaluated for impairment	$	197,176	$	9,469		$	10,197	$	4,514	$	221,356
Collectively evaluated for impairment	5,303,238		4,083,040			747,597		237,765		10,371,640
Total loans	$	5,500,414	$	4,092,509		$	757,794	$	242,279	$	10,592,996
Allowance for loan losses:
Individually evaluated for impairment	$	9,921	$	17		$	1	$	319	$	10,258
Collectively evaluated for impairment	28,441		34,388			9,424		5,189		77,442
Total allowance for loan losses	$	38,362	$	34,405		$	9,425	$	5,508	$	87,700



	At December 31, 2015
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential		Multi-Family		Commercial Real Estate					Total
Loans:
Individually evaluated for impairment	$	192,914	$	24,643		$	14,993	$	4,968	$	237,518
Collectively evaluated for impairment	5,822,501		3,999,462			804,521		247,725		10,874,209
Total loans	$	6,015,415	$	4,024,105		$	819,514	$	252,693	$	11,111,727
Allowance for loan losses:
Individually evaluated for impairment	$	13,148	$	456		$	788	$	421	$	14,813
Collectively evaluated for impairment	31,803		35,088			10,429		5,867		83,187
Total allowance for loan losses	$	44,951	$	35,544		$	11,217	$	6,288	$	98,000

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The following table summarizes information related to our impaired loans by segment and class at the dates indicated.



	At September 30, 2016									At December 31, 2015
(In Thousands)	Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment		Unpaid Principal Balance		Recorded Investment		Related Allowance			Net Investment
With an allowance recorded:
Mortgage loans:
Residential:
Full documentation interest-only	$	26,329	$	20,955	$	(2,383	)	$	18,572	$	37,454	$	30,631	$	(4,051	)	$	26,580
Full documentation amortizing	85,959		77,475		(3,767		)	73,708		69,242		63,223		(2,534		)	60,689
Reduced documentation interest-only	35,748		29,537		(1,705		)	27,832		55,939		46,540		(4,253		)	42,287
Reduced documentation amortizing	78,493		69,209		(2,066		)	67,143		57,955		52,520		(2,310		)	50,210
Multi-family	3,370		3,380		(17		)	3,363		8,029		7,950		(456		)	7,494
Commercial real estate	269		269		(1		)	268		6,651		6,723		(788		)	5,935
Consumer and other loans:
Home equity lines of credit	4,591		4,232		(319		)	3,913		5,295		4,968		(421		)	4,547
Without an allowance recorded:
Mortgage loans:
Multi-family	6,868		6,089		—			6,089		19,523		16,693		—			16,693
Commercial real estate	11,686		9,928		—			9,928		11,104		8,270		—			8,270
Consumer and other loans:
Commercial and industrial	730		282		—			282		—		—		—			—
Total impaired loans	$	254,043	$	221,356	$	(10,258	)	$	211,098	$	271,192	$	237,518	$	(14,813	)	$	222,705

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The following tables set forth the average recorded investment, interest income recognized and cash basis interest income related to our impaired loans by segment and class for the periods indicated.



	For the Three Months Ended September 30,
	2016						2015
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income
With an allowance recorded:
Mortgage loans:
Residential:
Full documentation interest-only	$	23,076	$	135	$	135	$	38,691	$	265	$	268
Full documentation amortizing	76,480		548		556		55,466		433		430
Reduced documentation interest-only	30,764		265		267		66,137		620		617
Reduced documentation amortizing	68,062		596		577		30,566		336		323
Multi-family	4,084		58		58		7,458		72		72
Commercial real estate	307		3		4		6,927		82		73
Consumer and other loans:
Home equity lines of credit	4,335		14		14		5,651		13		15
Without an allowance recorded:
Mortgage loans:
Multi-family	7,401		81		81		20,232		240		246
Commercial real estate	10,761		131		147		9,946		157		168
Consumer and other loans:
Commercial and industrial	141		4		4		—		—		—
Total impaired loans	$	225,411	$	1,835	$	1,843	$	241,074	$	2,218	$	2,212

	For the Nine Months Ended September 30,
	2016						2015
(In Thousands)	Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income		Average Recorded Investment		Interest Income Recognized		Cash Basis Interest Income
With an allowance recorded:
Mortgage loans:
Residential:
Full documentation interest-only	$	26,269	$	378	$	393	$	41,725	$	798	$	807
Full documentation amortizing	70,669		1,642		1,677		49,727		1,309		1,323
Reduced documentation interest-only	36,941		817		815		71,266		1,927		1,911
Reduced documentation amortizing	62,632		1,804		1,815		24,757		966		972
Multi-family	5,449		154		168		16,000		236		238
Commercial real estate	2,091		15		17		13,163		219		223
Consumer and other loans:
Home equity lines of credit	4,544		37		37		5,740		32		40
Without an allowance recorded:
Mortgage loans:
Multi-family	10,388		246		257		16,995		748		753
Commercial real estate	10,483		429		447		4,973		496		507
Consumer and other loans:
Commercial and industrial	71		20		20		—		—		—
Total impaired loans	$	229,537	$	5,542	$	5,646	$	244,346	$	6,731	$	6,774

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The following tables set forth information about our mortgage loans receivable by segment and class at September 30, 2016 and 2015 which were modified in a troubled debt restructuring, or TDR, during the periods indicated.



	Modifications During the Three Months Ended September 30,
	2016								2015
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at September 30, 2016			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at September 30, 2015
Residential:
Full documentation interest-only		3		$	895		$	803		4		$	1,270		$	1,239
Full documentation amortizing		4		1,404			1,340			6		1,156			1,138
Reduced documentation interest-only		1		589			587			4		1,324			1,323
Reduced documentation amortizing		—		—			—			3		764			757
Total		8		$	2,888		$	2,730		17		$	4,514		$	4,457

	Modifications During the Nine Months Ended September 30,
	2016								2015
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at September 30, 2016			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at September 30, 2015
Residential:
Full documentation interest-only		9		$	3,481		$	3,350		12		$	4,620		$	4,505
Full documentation amortizing		17		6,269			6,020			17		4,357			4,241
Reduced documentation interest-only		4		1,801			1,761			9		3,220			3,233
Reduced documentation amortizing		5		1,524			1,497			5		1,103			1,099
Multi-family		1		338			332			—		—			—
Commercial real estate		1		515			464			2		2,902			2,849
Total		37		$	13,928		$	13,424		45		$	16,202		$	15,927

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The following tables set forth information about our mortgage loans receivable by segment and class at September 30, 2016 and 2015 which were modified in a TDR during the twelve month periods ended September 30, 2016 and 2015 and had a payment default subsequent to the modification during the periods indicated.



	For the Three Months Ended September 30,
	2016					2015
(Dollars In Thousands)	Number of Loans		Recorded Investment at September 30, 2016			Number of Loans		Recorded Investment at September 30, 2015
Residential:
Full documentation interest-only		1		$	590		6		$	2,244
Full documentation amortizing		6		2,315			5		1,687
Reduced documentation interest-only		1		489			2		758
Reduced documentation amortizing		1		923			3		729
Total		9		$	4,317		16		$	5,418

	For the Nine Months Ended September 30,
	2016					2015
(Dollars In Thousands)	Number of Loans		Recorded Investment at September 30, 2016			Number of Loans		Recorded Investment at September 30, 2015
Residential:
Full documentation interest-only		1		$	590		6		$	2,244
Full documentation amortizing		7		2,781			5		1,687
Reduced documentation interest-only		1		489			4		1,395
Reduced documentation amortizing		1		923			3		729
Total		10		$	4,783		18		$	6,055

Included in loans receivable at September 30, 2016 are loans in the process of foreclosure collateralized by residential real estate property with a recorded investment of $73.6 million.

For additional information regarding our loans receivable and allowance for loan losses, see “Asset Quality” and “Critical Accounting Policies” in Part I, Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations,” or “MD&A.”

5. Reverse Repurchase Agreements

The following table details the remaining contractual maturities of our reverse repurchase agreements at September 30, 2016.



Year		Amount
	(In Thousands)
2018		$	200,000	(1	)
2019		600,000		(1	)
2020		300,000		(2	)
Total		$	1,100,000


(1)	Callable at various dates throughout the fourth quarter of 2016.


(2)	Includes $200.0 million of borrowings which are callable in 2016 and $100.0 million of borrowings which are callable in 2017.

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The outstanding reverse repurchase agreements at September 30, 2016 were fixed rate and collateralized by GSE securities, of which 83% were residential mortgage-backed securities and 17% were obligations of GSEs. Securities collateralizing these agreements are classified as encumbered securities in the consolidated statements of financial condition. The amount of excess collateral required is governed by each individual contract. The primary risk associated with these secured borrowings is the requirement to pledge a market value based balance of collateral in excess of the borrowed amount. The excess collateral pledged represents an unsecured exposure to the lending counterparty. As the market value of the collateral changes, both through changes in discount rates and spreads as well as related cash flows, additional collateral may need to be pledged. In accordance with our policies, eligible counterparties are defined and monitored to minimize our exposure.

6. Earnings Per Common Share

The following table is a reconciliation of basic and diluted earnings per common share, or EPS.



	For the Three Months Ended September 30,												For the Nine Months Ended September 30,
(In Thousands, Except Share Data)	2016						2015							2016						2015
Net income		$	18,691					$	18,906					$	55,592					$	69,644
Preferred stock dividends		(2,194				)		(2,194				)		(6,582				)		(6,582				)
Net income available to common shareholders		16,497						16,712						49,010						63,062
Income allocated to participating securities		(153				)		(173				)		(448				)		(578				)
Net income allocated to common shareholders		$	16,344					$	16,539					$	48,562					$	62,484

Basic weighted average common shares outstanding	100,383,631						99,700,759						100,377,618						99,540,721
Dilutive effect of stock options and restricted stock units (1) (2)	—						366,400						—						366,400
Diluted weighted average common shares outstanding	100,383,631						100,067,159						100,377,618						99,907,121

Basic EPS				$	0.16					$	0.17					$	0.48					$	0.63
Diluted EPS				$	0.16					$	0.17					$	0.48					$	0.63

(1)

Excludes options to purchase 6,000 shares of common stock which were outstanding during the three months ended September 30, 2016; options to purchase 12,000 shares of common stock which were outstanding during the three months ended September 30, 2015; options to purchase 6,330 shares of common stock which were outstanding during the nine months ended September 30, 2016; and options to purchase 14,889 shares of common stock which were outstanding during the nine months ended September 30, 2015 because their inclusion would be anti-dilutive.

(2)

Excludes 737,315 unvested restricted stock units which were outstanding during the three months ended September 30, 2016; 760,979 unvested restricted stock units which were outstanding during the three months ended September 30, 2015; 743,102 unvested restricted stock units which were outstanding during the nine months ended September 30, 2016; and 607,856 unvested restricted stock units which were outstanding during the nine months ended September 30, 2015 because the performance conditions have not been satisfied.

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7. Other Comprehensive Income/Loss

The following tables set forth the components of accumulated other comprehensive loss, net of related tax effects, at the dates indicated and the changes during the three and nine months ended September 30, 2016 and 2015.



(In Thousands)	At June 30, 2016				Other Comprehensive (Loss) Income				At September 30, 2016
Net unrealized gain on securities available-for-sale		$	7,319			$	(955	)		$	6,364
Net actuarial loss on pension plans and other postretirement benefits		(57,684		)		356				(57,328		)
Prior service cost on pension plans and other postretirement benefits		(2,991		)		28				(2,963		)
Accumulated other comprehensive loss		$	(53,356	)		$	(571	)		$	(53,927	)

(In Thousands)	At December 31, 2015				Other Comprehensive Income				At September 30, 2016
Net unrealized gain on securities available-for-sale		$	2,827			$	3,537			$	6,364
Net actuarial loss on pension plans and other postretirement benefits		(58,396		)		1,068				(57,328		)
Prior service cost on pension plans and other postretirement benefits		(3,048		)		85				(2,963		)
Accumulated other comprehensive loss		$	(58,617	)		$	4,690			$	(53,927	)

(In Thousands)	At June 30, 2015				Other Comprehensive Income				At September 30, 2015
Net unrealized gain on securities available-for-sale		$	3,888			$	2,903			$	6,791
Net actuarial loss on pension plans and other postretirement benefits		(66,590		)		442				(66,148		)
Prior service cost on pension plans and other postretirement benefits		(3,105		)		29				(3,076		)
Accumulated other comprehensive loss		$	(65,807	)		$	3,374			$	(62,433	)

(In Thousands)	At December 31, 2014				Other Comprehensive Income				At September 30, 2015
Net unrealized gain on securities available-for-sale		$	4,686			$	2,105			$	6,791
Net actuarial loss on pension plans and other postretirement benefits		(67,476		)		1,328				(66,148		)
Prior service cost on pension plans and other postretirement benefits		(3,161		)		85				(3,076		)
Accumulated other comprehensive loss		$	(65,951	)		$	3,518			$	(62,433	)

Table of Contents

The following tables set forth the components of other comprehensive income (loss) for the periods indicated.



		For the Three Months Ended September 30, 2016
(In Thousands)	Before Tax Amount				Income Tax Benefit (Expense)				After Tax Amount
Net unrealized holding loss on securities available-for-sale arising during the period		$	(1,603	)		$	648			$	(955	)
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		598				(242		)		356
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		48				(20		)		28
Other comprehensive loss		$	(957	)		$	386			$	(571	)



		For the Nine Months Ended September 30, 2016
(In Thousands)	Before Tax Amount				Income Tax (Expense) Benefit				After Tax Amount
Net unrealized gain on securities available-for-sale:
Net unrealized holding gain on securities available-for-sale arising during the period		$	6,023			$	(2,435	)		$	3,588
Reclassification adjustment for gain on sales of securities included in net income		(86		)		35				(51		)
Net unrealized gain on securities available-for-sale		5,937				(2,400		)		3,537
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,793				(725		)		1,068
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		143				(58		)		85
Other comprehensive income		$	7,873			$	(3,183	)		$	4,690



		For the Three Months Ended September 30, 2015
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	4,873		$	(1,970	)		$	2,903
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		743			(301		)		442
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		48			(19		)		29
Other comprehensive income		$	5,664		$	(2,290	)		$	3,374



		For the Nine Months Ended September 30, 2015
(In Thousands)	Before Tax Amount				Income Tax (Expense) Benefit				After Tax Amount
Net unrealized gain on securities available-for-sale:
Net unrealized holding gain on securities arising during the period		$	3,605			$	(1,457	)		$	2,148
Reclassification adjustment for gain on sales of securities included in net income		(72		)		29				(43		)
Net unrealized gain on securities available-for-sale		3,533				(1,428		)		2,105
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		2,229				(901		)		1,328
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		143				(58		)		85
Other comprehensive income		$	5,905			$	(2,387	)		$	3,518

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The following tables set forth information about amounts reclassified from accumulated other comprehensive loss to the affected line items in the consolidated statements of income for the periods indicated.



	For the Three Months Ended September 30,							Income Statement Line Item
(In Thousands)		2016			2015			Income Statement Line Item
Reclassification adjustment for net actuarial loss (1)		$	(598	)	$	(743	)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(48		)	(48		)	Compensation and benefits
Total reclassifications, before tax		(646		)	(791		)
Income tax effect		262			320			Income tax expense
Total reclassifications, net of tax		$	(384	)	$	(471	)	Net income



	For the Nine Months Ended September 30,							Income Statement Line Item
(In Thousands)		2016			2015			Income Statement Line Item
Reclassification adjustment for gain on sales of securities		$	86		$	72		Gain on sales of securities
Reclassification adjustment for net actuarial loss (1)		(1,793		)	(2,229		)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(143		)	(143		)	Compensation and benefits
Total reclassifications, before tax		(1,850		)	(2,300		)
Income tax effect		748			930			Income tax expense
Total reclassifications, net of tax		$	(1,102	)	$	(1,370	)	Net income


(1)	These other comprehensive income components are included in the computations of net periodic cost (benefit) for our defined benefit pension plans and other postretirement benefit plan. See Note 8 for additional details.

8. Pension Plans and Other Postretirement Benefits

The following tables set forth information regarding the components of net periodic cost (benefit) for our defined benefit pension plans and other postretirement benefit plan for the periods indicated.



		Pension Benefits							Other Postretirement Benefits
	For the Three Months Ended September 30,							For the Three Months Ended September 30,
(In Thousands)		2016			2015				2016			2015
Service cost		$	—		$	—			$	465		$	532
Interest cost		2,510			2,482				249			251
Expected return on plan assets		(3,058		)	(3,634		)		—			—
Recognized net actuarial loss (gain)		703			743				(105		)	—
Amortization of prior service cost		48			48				—			—
Net periodic cost (benefit)		$	203		$	(361	)		$	609		$	783

		Pension Benefits							Other Postretirement Benefits
	For the Nine Months Ended September 30,							For the Nine Months Ended September 30,
(In Thousands)		2016			2015				2016			2015
Service cost		$	—		$	—			$	1,397		$	1,597
Interest cost		7,531			7,447				746			753
Expected return on plan assets		(9,174		)	(10,901		)		—			—
Recognized net actuarial loss (gain)		2,110			2,229				(317		)	—
Amortization of prior service cost		143			143				—			—
Net periodic cost (benefit)		$	610		$	(1,082	)		$	1,826		$	2,350

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9. Stock Incentive Plans

During the nine months ended September 30, 2016, 663,960 shares of restricted common stock were granted to select officers under the 2014 Amended and Restated Stock Incentive Plan for Officers and Employees of Astoria Financial Corporation, or the 2014 Employee Stock Plan, of which 649,230 shares remain outstanding at September 30, 2016 and vest one-third per year beginning in December 2016. In the event the grantee terminates his/her employment due to death or disability, or in the event we experience a change in control, as defined and specified in the 2014 Employee Stock Plan, all restricted common stock granted pursuant to such plan immediately vests.

During the nine months ended September 30, 2016, 21,912 shares of restricted common stock were granted to directors under the Astoria Financial Corporation 2007 Non-Employee Directors Stock Plan, as amended, all of which remain outstanding at September 30, 2016 and vest 100% in February 2019, although awards immediately vest upon death, disability, mandatory retirement, involuntary termination or a change in control, as such terms are defined in the plan.

The following table summarizes restricted common stock and performance-based restricted stock unit activity in our stock incentive plans for the nine months ended September 30, 2016.



	Restricted Common Stock							Restricted Stock Units
	Number of Shares			Weighted Average Grant Date Fair Value				Number of Units			Weighted Average Grant Date Fair Value
Unvested at January 1, 2016		374,817			$	12.68			751,500			$	12.41
Granted		685,872			15.06				—			—
Vested		(30,350	)		(9.72		)		—			—
Forfeited		(21,630	)		(14.46		)		(19,800	)		12.41
Expired		(65,000	)	(1)	(13.23		)		—			—
Unvested at September 30, 2016		943,709			14.43				731,700			12.41


(1)	Expired on June 30, 2016. Performance-based conditions were not achieved.

Stock-based compensation expense is recognized on a straight-line basis over the vesting period and totaled $245,000, net of taxes of $166,000, for the three months ended September 30, 2016 and $1.5 million, net of taxes of $1.0 million, for the three months ended September 30, 2015. Stock-based compensation expense totaled $1.5 million, net of taxes of $1.0 million, for the nine months ended September 30, 2016 and $3.8 million, net of taxes of $2.6 million, for the nine months ended September 30, 2015. At September 30, 2016, pre-tax compensation cost related to all nonvested awards of restricted common stock and restricted stock units not yet recognized totaled $10.6 million and will be recognized over a weighted average period of approximately 2.0 years, which excludes $6.6 million of pre-tax compensation cost related to 536,700 performance-based restricted stock units, for which compensation cost will begin to be recognized when the achievement of the performance conditions becomes probable.

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10. Investments in Affordable Housing Limited Partnerships

As part of our community reinvestment initiatives, we invest in affordable housing limited partnerships that make equity investments in multi-family affordable housing properties. We receive affordable housing tax credits and other tax benefits for these investments.

Our investment in affordable housing limited partnerships, reflected in other assets in the consolidated statements of financial condition, totaled $16.1 million at September 30, 2016 and $17.2 million at December 31, 2015. Our funding obligation related to such investments, reflected in other liabilities in the consolidated statements of financial condition, totaled $12.0 million at September 30, 2016 and $12.9 million at December 31, 2015. Funding installments are due on an "as needed" basis, currently projected over the next three years, the timing of which cannot be estimated.

Expense related to our investments in affordable housing limited partnerships, included in other non-interest expense in the consolidated statements of income, totaled $400,000 for the three months ended September 30, 2016 and $278,000 for the three months ended September 30, 2015. Such expenses totaled $1.1 million for the nine months ended September 30, 2016 and $834,000 for the nine months ended September 30, 2015. Affordable housing tax credits and other tax benefits recognized as a component of income tax expense in the consolidated statements of income totaled $284,000 for the three months ended September 30, 2016 and $353,000 for the three months ended September 30, 2015. Such tax credits and other tax benefits totaled $1.2 million for the nine months ended September 30, 2016 and $1.1 million for the nine months ended September 30, 2015.

11. Regulatory Matters

Pursuant to the Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010, or the Reform Act, in July 2013, the federal bank regulatory agencies, or the Agencies, issued final rules, or the Final Capital Rules, that subjected many savings and loan holding companies, including Astoria Financial Corporation, to consolidated capital requirements effective January 1, 2015. The Final Capital Rules also revised the quantity and quality of required minimum risk-based and leverage capital requirements, consistent with the Reform Act and the Third Basel Accord adopted by the Basel Committee on Banking Supervision, or Basel III capital standards. In addition, the Final Capital Rules added a requirement to maintain a minimum conservation buffer, or the Conservation Buffer, composed of Common equity tier 1 capital, of 2.5% of risk-weighted assets, to be phased in over three years and applied to the Common equity tier 1 risk-based capital ratio, the Tier 1 risk-based capital ratio and the Total risk-based capital ratio. Accordingly, banking organizations, on a fully phased in basis no later than January 1, 2019, must maintain a minimum Common equity tier 1 risk-based capital ratio of 7.0%, a minimum Tier 1 risk-based capital ratio of 8.5% and a minimum Total risk-based capital ratio of 10.5%.

The required minimum Conservation Buffer began to be phased in incrementally, starting at 0.625% on January 1, 2016 and will increase to 1.25% on January 1, 2017, 1.875% on January 1, 2018 and 2.5% on January 1, 2019. The Final Capital Rules impose restrictions on capital distributions and certain discretionary cash bonus payments if the minimum Conservation Buffer is not met.

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At September 30, 2016, the capital levels of both Astoria Financial Corporation and Astoria Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes. The capital levels of both Astoria Financial Corporation and Astoria Bank at September 30, 2016 also exceeded the minimum capital requirements shown in the table below including the currently applicable Conservation Buffer of 0.625%. The following table sets forth information regarding the regulatory capital requirements applicable to Astoria Financial Corporation and Astoria Bank.



	At September 30, 2016
	Actual				Minimum Capital Requirements					Minimum Capital Requirements with Conservation Buffer					To be Well Capitalized Under Prompt Corrective Action Provisions
(Dollars in Thousands)	Amount		Ratio			Amount		Ratio			Amount		Ratio			Amount		Ratio
Astoria Financial Corporation:
Tier 1 leverage	$	1,563,322	10.61	%		$	589,317	4.00	%		N/A		N/A			$	736,646	5.00	%
Common equity tier 1 risk-based	1,439,077		17.58			368,440		4.50			$	419,612	5.125	%		532,191		6.50
Tier 1 risk-based	1,563,322		19.09			491,254		6.00			542,426		6.625			655,005		8.00
Total risk-based	1,651,504		20.17			655,005		8.00			706,177		8.625			818,756		10.00

Astoria Bank:
Tier 1 leverage	$	1,720,711	11.75	%		$	585,844	4.00	%		N/A		N/A			$	732,305	5.00	%
Common equity tier 1 risk-based	1,720,711		21.07			367,584		4.50			$	418,637	5.125	%		530,955		6.50
Tier 1 risk-based	1,720,711		21.07			490,112		6.00			541,165		6.625			653,483		8.00
Total risk-based	1,808,893		22.14			653,483		8.00			704,536		8.625			816,853		10.00

12. Fair Value Measurements

We use fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. We group our assets and liabilities at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:


•	Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.


•	Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuation techniques for which all significant assumptions are observable in the market.

•

Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates of assumptions that market participants would use in pricing the asset or liability. Valuation techniques include the use of option pricing models, discounted cash flow models and similar techniques. The results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset or liability.

We base our fair values on the estimated price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date, with additional considerations when the volume and level of activity for an asset or liability have significantly decreased and on identifying circumstances that indicate a transaction is not orderly. We maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

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Recurring Fair Value Measurements

Our securities available-for-sale portfolio is carried at estimated fair value on a recurring basis, with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity. Additionally, in connection with our mortgage banking activities we have commitments to fund loans held-for-sale and commitments to sell loans, which are considered free-standing derivative financial instruments, the fair values of which are not material to our financial condition or results of operations.

The following tables set forth the carrying values of our assets measured at estimated fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at the dates indicated.



	Carrying Value at September 30, 2016
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	266,909	$	—	$	266,909
Non-GSE issuance REMICs and CMOs	1,859		—		1,859
GSE pass-through certificates	9,450		—		9,450
Obligations of GSEs	30,011		—		30,011
Fannie Mae stock	2		2		—
Total securities available-for-sale	$	308,231	$	2	$	308,229

	Carrying Value at December 31, 2015
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	330,539	$	—	$	330,539
Non-GSE issuance REMICs and CMOs	3,054		—		3,054
GSE pass-through certificates	11,264		—		11,264
Obligations of GSEs	71,939		—		71,939
Fannie Mae stock	2		2		—
Total securities available-for-sale	$	416,798	$	2	$	416,796

The following is a description of valuation methodologies used for assets measured at fair value on a recurring basis.

Residential mortgage-backed securities

Residential mortgage-backed securities comprised 90% of our securities available-for-sale portfolio at September 30, 2016 and 83% at December 31, 2015. The fair values for these securities are obtained from an independent nationally recognized pricing service. Our pricing service uses various modeling techniques to determine pricing for our mortgage-backed securities, including options based pricing and discounted cash flow models. The inputs to these models include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, reference data, monthly payment information and collateral performance. GSE securities, for which an active market exists for similar securities making observable

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inputs readily available, comprised 99% of our available-for-sale residential mortgage-backed securities portfolio at September 30, 2016 and December 31, 2015.

We review changes in the pricing service fair values from month to month taking into consideration changes in market conditions including changes in mortgage spreads, changes in treasury yields and changes in pricing on 15 and 30 year pass-through mortgage-backed securities. Significant month over month price changes are analyzed further using option based pricing, discounted cash flow models and third party quotes. Based upon our review of the prices provided by our pricing service, the estimated fair values incorporate observable market inputs commonly used by buyers and sellers of these types of securities at the measurement date in orderly transactions between market participants, and, as such, are classified as Level 2.

Obligations of GSEs

Obligations of GSEs comprised 10% of our securities available-for-sale portfolio at September 30, 2016 and 17% at December 31, 2015 and consisted of debt securities issued by GSEs. The fair values for these securities are obtained from an independent nationally recognized pricing service. Our pricing service gathers information from market sources, including new issue and secondary markets, and integrates relative credit information, observed market movements and sector news into their pricing applications and models. Based upon our review of the prices provided by our pricing service, the estimated fair values incorporate observable market inputs commonly used by buyers and sellers of these types of securities at the measurement date in orderly transactions between market participants, and, as such, are classified as Level 2.

Fannie Mae stock

The fair value of the Fannie Mae stock in our available-for-sale securities portfolio is obtained from quoted market prices for identical instruments in active markets and, as such, is classified as Level 1.

Non-Recurring Fair Value Measurements

From time to time, we may be required to record at fair value assets or liabilities on a non-recurring basis, such as mortgage servicing rights, or MSR, loans receivable, certain loans held-for-sale and real estate owned, or REO. These non-recurring fair value adjustments involve the application of lower of cost or market accounting or impairment write-downs of individual assets.

The following table sets forth the carrying values of those of our assets which were measured at fair value on a non-recurring basis at the dates indicated. The fair value measurements for all of these assets fall within Level 3 of the fair value hierarchy.



		Carrying Value
(In Thousands)	At September 30, 2016			At December 31, 2015
Non-performing loans held-for-sale, net		$	706		$	1,582
Impaired loans		126,854			134,910
MSR, net		8,580			11,014
REO, net		13,166			16,307
Total		$	149,306		$	163,813

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The following table provides information regarding the gains (losses) recognized on our assets measured at fair value on a non-recurring basis for the periods indicated.



	For the Nine Months Ended September 30,
(In Thousands)		2016			2015
Non-performing loans held-for-sale, net (1)		$	(120	)	$	(445	)
Impaired loans (2)		(5,971		)	(3,246		)
MSR, net (3)		(1,663		)	(172		)
REO, net (4)		(979		)	(287		)
Total		$	(8,733	)	$	(4,150	)


(1)	Losses are charged against the allowance for loan losses in the case of a write-down upon the transfer of a loan to held-for-sale. Losses subsequent to the transfer of a loan to held-for-sale are charged to other non-interest income.


(2)	Losses are charged against the allowance for loan losses.


(3)	Gains (losses) are credited/charged to mortgage banking income, net.


(4)	Gains (losses) are credited/charged to the allowance for loan losses upon the transfer of a loan to REO. Losses subsequent to the transfer of a loan to REO are charged to REO expense which is a component of other non-interest expense.

The following is a description of valuation methodologies used for assets measured at fair value on a non-recurring basis.

Loans held-for-sale, net (non-performing loans held-for-sale)

Included in loans held-for-sale, net, are non-performing loans held-for-sale for which fair values are estimated through either preliminary bids from potential purchasers of the loans or the estimated fair value of the underlying collateral discounted for factors necessary to solicit acceptable bids, and adjusted as necessary based on management’s experience with sales of similar types of loans and, as such, are classified as Level 3. At September 30, 2016, non-performing loans held for sale were comprised of 44% commercial real estate mortgage loans, 36% residential mortgage loans and 20% multi-family mortgage loans. At December 31, 2015, non-performing loans held for sale were comprised of 80% multi-family mortgage loans and 20% residential mortgage loans.

Loans receivable, net (impaired loans)

Loans which meet certain criteria are evaluated individually for impairment. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement. Impaired loans were comprised of 89% residential mortgage loans, 9% multi-family and commercial real estate mortgage loans and 2% home equity lines of credit at September 30, 2016 and 81% residential mortgage loans, 17% multi-family and commercial real estate mortgage loans and 2% home equity lines of credit at December 31, 2015. Impaired loans for which a fair value adjustment was recognized were comprised of 89% residential mortgage loans, 10% multi-family and commercial real estate mortgage loans and 1% home equity lines of credit at September 30, 2016 and 80% residential mortgage loans, 19% multi-family and commercial real estate mortgage loans and 1% home equity lines of credit at December 31, 2015. Our impaired loans are generally collateral dependent and, as such, are generally carried at the estimated fair value of the underlying collateral less estimated selling costs.

We obtain updated estimates of collateral values on residential mortgage loans at 180 days past due and earlier in certain instances, including for loans to borrowers who have filed for bankruptcy, and, to the extent the loans remain delinquent, annually thereafter. Updated estimates of collateral value on residential loans are obtained primarily through automated valuation models. Additionally, our loan servicer performs property inspections to monitor and manage the collateral on our residential loans when they become 45 days past

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due and monthly thereafter until the foreclosure process is complete. We obtain updated estimates of collateral value using third party appraisals on non-performing multi-family and commercial real estate mortgage loans when the loans initially become non-performing and annually thereafter and multi-family and commercial real estate loans modified in a TDR at the time of the modification and annually thereafter. Appraisals on multi-family and commercial real estate loans are reviewed by our internal certified appraisers. We analyze our home equity lines of credit when such loans become 90 days past due and consider our lien position, the estimated fair value of the underlying collateral value and the results of recent property inspections in determining the need for an individual valuation allowance. Adjustments to final appraised values obtained from independent third party appraisers and automated valuation models are not made. The fair values of impaired loans are based upon unobservable inputs and may not be realized in an actual sale or immediate settlement of the loan and, as such, are classified as Level 3.

MSR, net

The right to service loans for others is generally obtained through the sale of residential mortgage loans with servicing retained. MSR are carried at the lower of cost or estimated fair value. The estimated fair value of MSR is obtained through independent third party valuations through an analysis of future cash flows, incorporating estimates of assumptions market participants would use in determining fair value including market discount rates, prepayment speeds, servicing income, servicing costs, default rates and other market driven data, including the market’s perception of future interest rate movements and, as such, are classified as Level 3. At September 30, 2016, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 9.94%, a weighted average constant prepayment rate on mortgages of 13.35% and a weighted average life of 5.1 years. At December 31, 2015, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 9.97%, a weighted average constant prepayment rate on mortgages of 10.47% and a weighted average life of 6.1 years. Management reviews the assumptions used to estimate the fair value of MSR to ensure they reflect current and anticipated market conditions.

REO, net

REO represents real estate acquired through foreclosure or by deed in lieu of foreclosure. At September 30, 2016, REO totaled $14.6 million, all of which were residential properties. At December 31, 2015, REO totaled $19.8 million, including residential properties with a carrying value of $17.8 million. REO is initially recorded at estimated fair value less estimated selling costs. Thereafter, we maintain a valuation allowance representing decreases in the properties' estimated fair value. The fair value of REO is estimated through current appraisals, in conjunction with a drive-by inspection and comparison of the REO property with similar properties in the area by either a licensed appraiser or real estate broker. As these properties are actively marketed, estimated fair values are periodically adjusted by management to reflect current market conditions and, as such, are classified as Level 3.

Fair Value of Financial Instruments

Quoted market prices available in formal trading marketplaces are typically the best evidence of the fair value of financial instruments. In many cases, financial instruments we hold are not bought or sold in formal trading marketplaces. Accordingly, fair values are derived or estimated based on a variety of valuation techniques in the absence of quoted market prices. Fair value estimates are made at a specific point in time, based on relevant market information about the financial instrument. These estimates do not reflect any possible tax ramifications, estimated transaction costs, or any premium or discount that could result from offering for sale at one time our entire holdings of a particular financial instrument. Because no market exists for a certain portion of our financial instruments, fair value estimates are based on judgments regarding future loss experience, current economic conditions, risk characteristics and other such factors. These estimates

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are subjective in nature, involve uncertainties and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. For these reasons and others, the estimated fair value disclosures presented herein do not represent our entire underlying value. As such, readers are cautioned in using this information for purposes of evaluating our financial condition and/or value either alone or in comparison with any other company.

The following tables set forth the carrying values and estimated fair values of our financial instruments which are carried in the consolidated statements of financial condition at either cost or at lower of cost or fair value in accordance with GAAP, and are not measured or recorded at fair value on a recurring basis, and the level within the fair value hierarchy in which the fair value measurements fall at the dates indicated.



	At September 30, 2016
	Carrying Value		Estimated Fair Value
(In Thousands)	Carrying Value		Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,751,175	$	2,773,570	$	2,773,570	$	—
FHLB-NY stock	130,820		130,820		130,820		—
Loans held-for-sale, net (1)	5,550		5,653		—		5,653
Loans receivable, net (1)	10,542,961		10,685,073		—		10,685,073
MSR, net (1)	8,580		8,582		—		8,582
Financial Liabilities:
Deposits	8,927,644		8,953,874		8,953,874		—
Borrowings, net	3,814,620		3,973,159		3,973,159		—



	At December 31, 2015
	Carrying Value		Estimated Fair Value
(In Thousands)	Carrying Value		Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,296,799	$	2,286,092	$	2,286,092	$	—
FHLB-NY stock	131,137		131,137		131,137		—
Loans held-for-sale, net (1)	8,960		9,037		—		9,037
Loans receivable, net (1)	11,055,081		11,112,709		—		11,112,709
MSR, net (1)	11,014		11,017		—		11,017
Financial Liabilities:
Deposits	9,106,027		9,123,740		9,123,740		—
Borrowings, net	3,964,222		4,132,940		4,132,940		—

_______________________________________________________


(1)	Includes assets measured at fair value on a non-recurring basis.

The following is a description of the methods and assumptions used to estimate fair values of our financial instruments which are not measured or recorded at fair value on a recurring or non-recurring basis.

Securities held-to-maturity

The fair values for substantially all of our securities held-to-maturity are obtained from an independent nationally recognized pricing service using similar methods and assumptions as used for our securities available-for-sale which are measured at fair value on a recurring basis.

Federal Home Loan Bank of New York, or FHLB-NY, stock

The fair value of FHLB-NY stock is based on redemption at par value.

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Loans held-for-sale, net

Included in loans held-for-sale, net, are 15 and 30 year fixed rate residential mortgage loans originated for sale that conform to GSE guidelines (conforming loans) for which fair values are estimated using market reference rates and spreads, credit spread adjustments, discounted cash flow analysis, benchmark pricing and option based pricing, as appropriate.

Loans receivable, net

Fair values of loans are estimated using market reference rates and spreads, credit spread adjustments, discounted cash flow analysis, benchmark pricing and option based pricing, as appropriate.

This technique of estimating fair value is extremely sensitive to the assumptions and estimates used. While we have attempted to use assumptions and estimates which are the most reflective of the loan portfolio and the current market, a greater degree of subjectivity is inherent in determining these fair values than for fair values obtained from formal trading marketplaces. In addition, our valuation method for loans, which is consistent with accounting guidance, does not fully incorporate an exit price approach to fair value.

Deposits

The fair values of deposits with no stated maturity, such as NOW and demand deposit (checking), money market and savings accounts, are equal to the amount payable on demand. The fair values of certificates of deposit are based on discounted contractual cash flows using the weighted average remaining life of the portfolio discounted by the corresponding Swap Curve.

Borrowings, net

The fair values of borrowings are based upon an industry standard option adjusted spread, or OAS, model. This OAS model is calibrated to available counter party dealers' market quotes, as necessary.

Outstanding commitments

Outstanding commitments include commitments to extend credit and unadvanced lines of credit for which fair values were estimated based on an analysis of the interest rates and fees currently charged to enter into similar transactions. The fair values of these commitments are immaterial to our financial condition.

13. Litigation

In the ordinary course of our business, we are routinely made a defendant in or a party to pending or threatened legal actions or proceedings which, in some cases, seek substantial monetary damages from or other forms of relief against us. In our opinion, after consultation with legal counsel, we believe it unlikely that such actions or proceedings will have a material adverse effect on our financial condition, results of operations or liquidity.

City of New York Notices of Determination

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In addition, by “Notice of Determination” dated November 19, 2014, or the 2014 Notice, the City of New York notified us of an alleged tax deficiency in the amount of $6.1 million, including interest and penalties, related to our 2009 and 2010 tax years, and by “Notice of Determination” dated August 5, 2015, or the 2015 Notice, the City of New York notified us of an alleged tax deficiency in the amount of $2.1 million, including interest and penalties, related to our 2011 through 2013 tax years. The bases of the 2014 Notice and the 2015 Notice were substantially the same as that of the 2010 and 2011 Notices, which we similarly opposed. The proceedings relating to the 2014 Notice and the 2015 Notice were adjourned in 2015 pending the resolution of the proceedings with respect to the 2010 and 2011 Notices, as the outcome of those proceedings was expected to be determinative of some or all of the issues in the proceedings with respect to the 2014 Notice and the 2015 Notice.

On May 19, 2016, the NYC Tax Appeals Tribunal issued a decision affirming the Administrative Law Judge's original decision regarding the 2010 and 2011 Notices, which the City of New York cannot appeal, resulting in the tax years 2006 through 2008 being closed. Following the NYC Tax Appeals Tribunal's decision canceling the 2010 and 2011 Notices, the City of New York canceled the 2014 and 2015 Notices, resulting in tax years 2009 through 2013 being closed, with no additional tax liability.

Merger-related Litigation

Following the announcement of the execution of the Merger Agreement, six lawsuits challenging the proposed Merger were filed in the Supreme Court of the State of New York, County of Nassau. These actions are captioned: (1) Sandra E. Weiss IRA v. Chrin, et al., Index No. 607132/2015 (filed November 4, 2015); (2) Raul v. Palleschi, et al., Index No. 607238/2015 (filed November 6, 2015); (3) Lowinger v. Redman, et al., Index No. 607268/2015 (filed November 9, 2015); (4) Minzer v. Astoria Fin. Corp., et al., Index No. 607358/2015 (filed November 12, 2015); (5) MSS 12-09 Trust v. Palleschi, et al., Index No. 607472/2015 (filed November 13, 2015); and (6) The Firemen’s Retirement System of St. Louis v. Keegan, et al., Index No. 607612/2015 (filed November 23, 2015). On January 15, 2016, the court consolidated the New York lawsuits under the caption In re Astoria Financial Corporation Shareholders Litigation, Index No. 607132/2015, and on January 29, 2016 the lead plaintiffs filed an amended consolidated complaint. In addition, a seventh lawsuit was filed challenging the proposed transaction in the Delaware Court of Chancery, captioned O’Connell v. Astoria Financial Corp., et al., Case No. 11928 (filed January 22, 2016). The plaintiff in this case voluntarily dismissed the case on September 26, 2016. Each of the lawsuits is a putative class action filed on behalf of the stockholders of Astoria and names as defendants Astoria, its directors and NYCB, or collectively, the defendants.

The various complaints generally allege that the directors of Astoria breached their fiduciary duties in connection with their approval of the Merger Agreement because they failed to properly value Astoria and to take steps to maximize value to Astoria’s public stockholders, resulting in inadequate merger consideration. The complaints further allege that the directors of Astoria approved the Merger through a flawed and unfair sales process, alleging the absence of a competitive sales process and that the process was tainted by certain alleged conflicts of interest on the part of the Astoria directors regarding certain personal and financial benefits they will receive upon consummation of the proposed transaction that public stockholders of Astoria will not receive. The complaints also variously allege that the Astoria directors breached their fiduciary duties because they improperly agreed to deal protection devices that allegedly preclude other bidders from making a successful competing offer for Astoria, including a no solicitation provision that allegedly prevents other buyers from participating in discussions which may lead to a superior proposal, a matching rights provision that allows NYCB to match any competing proposal in the event one is made and a provision that requires Astoria to pay NYCB a termination fee of $69.5 million under certain circumstances. In addition, the lawsuit filed in Delaware also alleges that Astoria’s directors breached their fiduciary duties by causing a false and

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materially misleading Form S-4 Registration Statement to be filed with the SEC. Each of the complaints further alleges that NYCB aided and abetted the alleged fiduciary breaches by the Astoria directors.

Each of the actions seek, among other things, an order enjoining completion of the proposed Merger and an award of costs and attorneys’ fees. Certain of the actions also seek compensatory damages arising from the alleged breaches of fiduciary duty. The defendants believe these actions are without merit. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at September 30, 2016 with respect to these matters.

On April 6, 2016, the defendants and lead plaintiffs for the consolidated New York lawsuits entered into a memorandum of understanding, or the MOU, which provides for the settlement of the New York lawsuits. The MOU contemplates, among other things, that Astoria will make certain supplemental disclosures relating to the Merger. Although the defendants deny the allegations made in the New York lawsuits (including the amended consolidated complaint) and believe that no supplemental disclosure is required under applicable laws, in order to avoid the burden and expense of further litigation, Astoria agreed to make such supplemental disclosures pursuant to the terms of the MOU. The supplemental disclosures were made available to Astoria’s shareholders on April 8, 2016 through a filing with the SEC by Astoria on a Current Report on Form 8-K.

The settlement contemplated by the MOU is subject to confirmatory discovery and customary conditions, including court approval following notice to Astoria’s stockholders. A hearing will be scheduled at which the Supreme Court of the State of New York will consider the fairness, reasonableness and adequacy of the settlement. If the settlement is finally approved by the court, it will resolve and release all claims by stockholders of Astoria challenging any aspect of the Merger, the Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlement. There can be no assurance that the court will approve the settlement contemplated by the MOU. If the court does not approve the settlement, or if the settlement is otherwise disallowed, the proposed settlement as contemplated by the MOU may be terminated. If the MOU is terminated, no assurance can be given at this time that the litigation against us will be resolved in our favor, that this litigation will not be costly to defend, that this litigation will not have an impact on our financial condition or results of operations or that, ultimately, any such impact will not be material.

14. Impact of Accounting Standards and Interpretations

In February 2016, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2016-02, "Leases (Topic 842)", which requires lessees to recognize most leases, including operating leases, on-balance sheet via a right-to-use asset and lease liability. This will require many companies to include more existing leases on-balance sheet. For banks, this could impact branch leases or other equipment leases. The new standard is effective for public companies for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2016-02 on our accounting and have not yet concluded on the impact ASU 2016-02 will have on our financial condition, results of operations or cash flows.

In March 2016, the FASB, issued ASU 2016-09, “Compensation — Stock Compensation (Topic 718) — Improvements to Employee Share-Based Payment Accounting,” which applies to all entities that issue share-based payment awards to their employees. The amendments involve several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. The amendments are part of FASB's Simplification Initiative, the stated objective of which is to identify, evaluate, and improve areas of GAAP for which cost and complexity can be reduced while maintaining or improving the usefulness of the

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information provided to users of financial statements. The amendments in ASU 2016-09 for public business entities are effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2016. Early adoption is permitted for any entity in any interim or annual period and if so elected, adjustments should be reflected as of the beginning of the fiscal year that includes the interim period. An entity that elects early adoption must adopt all of the amendments in the same period. We are currently evaluating the impact of ASU 2016-09 on our accounting and do not expect this guidance to have a significant impact on our financial condition, results of operations or cash flow.

In June 2016, the FASB issued ASU 2016-13, “Financial Instruments-Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments,” which require a financial asset measured at amortized cost to be presented at the net amount expected to be collected. The measurement of expected credit losses is to be based on information about past events, including historical experience, current conditions, and reasonable and supportable forecasts that affect the collectability of the reported amount. This measurement is to take place at the time an asset is first added to the balance sheet and periodically thereafter. This differs significantly from the “incurred loss” methodology for recognizing credit losses required under current GAAP, which delays recognition until it is probable a loss has been incurred. The new standard is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. We are currently evaluating the impact of ASU 2016-13 on our accounting, but we expect to recognize a one-time cumulative-effect adjustment to our allowance for loan losses as of the beginning of the first reporting period in which the new standard becomes effective. We cannot yet determine the magnitude of any such one-time cumulative adjustment or of the overall impact of the new standard on our financial condition or results of operations.

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

This Quarterly Report on Form 10-Q contains a number of forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended, or the Exchange Act. These statements may be identified by the use of the words “anticipate,” “believe,” “could,” “estimate,” “expect,” “intend,” “may,” “outlook,” “plan,” “potential,” “predict,” “project,” “should,” “will,” “would” and similar terms and phrases, including references to assumptions.

Forward-looking statements are based on various assumptions and analyses made by us in light of our management’s experience and perception of historical trends, current conditions and expected future developments, as well as other factors we believe are appropriate under the circumstances. These statements are not guarantees of future performance and are subject to risks, uncertainties and other factors (many of which are beyond our control) that could cause actual results to differ materially from future results expressed or implied by such forward-looking statements. These factors include, without limitation, the following:


•	the timing and occurrence or non-occurrence of events that may be subject to circumstances beyond our control;


•	increases in competitive pressure among financial institutions or from non-financial institutions;


•	changes in the interest rate environment;


•	changes in deposit flows, loan demand or collateral values;


•	changes in accounting principles, policies or guidelines;


•	changes in general economic conditions, either nationally or locally in some or all areas in which we do business, or conditions in the real estate or securities markets or the banking industry;


•	legislative or regulatory changes, including the implementation of the Reform Act and any actions regarding foreclosures;


•	enhanced supervision and examination by the Office of the Comptroller of the Currency, or the OCC, the FRB and the Consumer Financial Protection Bureau;


•	effects of changes in existing U.S. government or government-sponsored mortgage programs;


•	our ability to successfully implement technological changes;


•	our ability to successfully consummate new business initiatives;


•	litigation or other matters before regulatory agencies, whether currently existing or commencing in the future;


•	our ability to implement enhanced risk management policies, procedures and controls commensurate with shifts in our business strategies and regulatory expectations;


•	the actual results of the proposed Merger could vary materially as a result of a number of factors, including the possibility that various closing conditions for the transaction may not be satisfied or waived, and the Merger Agreement could be terminated under certain circumstances;


•	the potential impact of the proposed Merger on relationships with third parties, including customers, employees and competitors; and


•	delays in closing the Merger.

We have no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

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Executive Summary

The following overview should be read in conjunction with our MD&A in its entirety.

Astoria Financial Corporation is a Delaware corporation organized as the unitary savings and loan holding company of Astoria Bank. As the premier Long Island community bank, Astoria Bank offers a wide range of financial services and solutions designed to meet customers’ personal, family and business banking needs. Our goals are to enhance shareholder value while continuing to strengthen and expand our position as a more fully diversified, full service community bank. We focus on growing our core businesses of mortgage portfolio lending and deposit gathering while maintaining strong asset quality and controlling operating expenses. We continue to implement our strategies to diversify earning assets and to increase low cost NOW and demand deposit (checking), money market and savings accounts, or core deposits. These strategies include a greater level of participation in the local multi-family and commercial real estate mortgage lending markets and expanding our array of business banking products and services, focusing on small and middle market businesses with an emphasis on attracting clients from larger competitors. Our physical presence consists presently of our branch network of 88 locations, plus our dedicated business banking office in midtown Manhattan.

We are impacted by both national and regional economic factors, with residential mortgage loans from various regions of the country held in our portfolio and our multi-family and commercial real estate mortgage loan portfolio concentrated in the New York metropolitan area, which includes New York, New Jersey and Connecticut. Although the U.S. economy has shown signs of modest improvement, the operating environment continues to remain challenging. Interest rates have been at or near historical lows, despite the December 2015 action by the Federal Open Market Committee, or FOMC, to raise the federal funds interest rate by 25 basis points. Long term interest rates have been volatile during the past year and sensitive to varied economic data and the divergence in monetary policy of the FOMC and its global counterparts. The ten-year U.S. Treasury rate started 2016 at 2.27% and ended September 30, 2016 at 1.60%, while ranging between a low of 1.36% and a high of 2.27%. The national unemployment rate was 5.0% for September 2016, unchanged from December 2015, and new job growth in 2016 has continued its slow pace. We believe market conditions remain favorable in the New York metropolitan area with respect to our multi-family mortgage loan origination activities.

Net income available to common shareholders for the three months ended September 30, 2016 decreased slightly compared to the three months ended September 30, 2015. This decrease was primarily attributable to a decline in the provision for loan losses credited to operations and lower net interest income, partially offset by reduced non-interest expense. Net income available to common shareholders for the nine months ended September 30, 2016 decreased compared to the nine months ended September 30, 2015. This decrease was primarily attributable to an $11.4 million reduction in income tax expense reflecting the impact of tax legislation enacted during the 2015 second quarter, primarily related to New York City taxation, along with declines in net interest income and non-interest income, partially offset by a decrease in non-interest expense.

The provision for loan losses credited to operations for the three months ended September 30, 2016 totaled $1.0 million compared to $4.4 million for the three months ended September 30, 2015. For the nine months ended September 30, 2016, the provision for loan losses credited to operations was $7.1 million compared to $7.7 million for the nine months ended September 30, 2015. The allowance for loan losses totaled $87.7 million at September 30, 2016, compared to $98.0 million at December 31, 2015. The reduction in the allowance for loan losses at September 30, 2016 compared to December 31, 2015, and the provision credited to operations for the three and nine months ended September 30, 2016, reflects the results of our quarterly review of the adequacy of the allowance for loan losses. Changes in the composition and size of our loan

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portfolio have resulted in reduced reserve needs in the 2016 periods. We continue to maintain our allowance for loan losses at a level which we believe is appropriate given the contraction of the overall loan portfolio, as well as reductions in the balances of certain loan classes we believe bear higher risk, and the quality of our loan originations.

Net interest income for the three and nine months ended September 30, 2016 decreased compared to the three and nine months ended September 30, 2015. The decline was primarily due to a lower level of interest earning assets, principally in our residential mortgage loan portfolio and the impact of lower interest rates on our multi-family and commercial real estate mortgage loan portfolio during the respective periods.

Non-interest income decreased for the three months ended September 30, 2016 compared to the three months ended September 30, 2015, primarily due to lower customer service fees. Non-interest income decreased for the nine months ended September 30, 2016 compared to the nine months ended September 30, 2015, primarily due to lower customer service fees and mortgage banking income, net. Non-interest expense decreased for the three and nine months ended September 30, 2016 compared to the three and nine months ended September 30, 2015, reflecting a reduction in federal deposit insurance premium expense, advertising expense and other expense.

Total assets declined during the nine months ended September 30, 2016 primarily due to a decrease in total mortgage loans, partially offset by an increase in total securities. The decrease in mortgage loans was due to a decline in residential mortgage loans, partially offset by growth in our multi-family and commercial real estate mortgage loan portfolio, which represented 46% of our total loan portfolio at September 30, 2016, compared to 44% at December 31, 2015. The decline in our residential mortgage loan portfolio reflects an excess of loan repayments over originations and purchases during the nine months ended September 30, 2016.

While total deposits declined during the nine months ended September 30, 2016 as a result of a decline in certificates of deposit, core deposits increased during the 2016 period. At September 30, 2016, core deposits represented 82% of total deposits, up from 78% at December 31, 2015. Total deposits included $1.16 billion of business deposits at September 30, 2016, up $107.9 million from December 31, 2015, substantially all of which were core deposits.

Merger Agreement with New York Community Bank

On October 28, 2015, Astoria entered into the Merger Agreement with NYCB. The Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Astoria will merge with and into NYCB, with NYCB as the surviving corporation in the Merger. Immediately following the Merger, Astoria’s wholly owned subsidiary, Astoria Bank, will merge with and into NYCB’s wholly owned subsidiary, New York Community Bank. New York Community Bank will be the surviving entity in the Bank Merger. The Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Astoria and NYCB.

Subject to the terms and conditions of the Merger Agreement, at the Effective Time of the Merger, Astoria stockholders will have the right to receive one share of common stock, par value $0.01 per share, of NYCB, or NYCB Common Stock, and $0.50 in cash for each share of common stock, par value $0.01 per share, of Astoria Common Stock.

Also in the Merger, each share of Astoria 6.50% Non-Cumulative Perpetual Preferred Stock, Series C, par value $1.00 per share, with a liquidation preference of $1,000 per share, issued and outstanding immediately

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prior to the Effective Time will be automatically converted into the right to receive one share of NYCB 6.50% Non-Cumulative Perpetual Preferred Stock, Series A, par value $0.01 per share, with a liquidation preference of $1,000 per share.

The completion of the Merger is subject to customary conditions, including (1) adoption of the Merger Agreement by Astoria’s stockholders, (2) adoption of the Merger Agreement and approval of the NYCB charter amendment by NYCB’s stockholders, (3) authorization for listing on the NYSE of the shares of NYCB Common Stock to be issued in the Merger, (4) the receipt of required regulatory approvals, including the approval of the FRB, the FDIC, and the DFS, (5) effectiveness of the registration statement on Form S-4 for the NYCB Common Stock to be issued in the Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Merger or making the completion of the Merger illegal. The registration statement on Form S-4 for the NYCB Common Stock to be issued in the Merger became effective on March 16, 2016, and special meetings of Astoria’s and NYCB’s respective stockholders were held on April 26, 2016, at which Astoria’s stockholders adopted the Merger Agreement and NYCB’s stockholders adopted the Merger Agreement and approved the NYCB charter amendment. In addition, all applications and notices necessary to obtain the regulatory approvals required to complete the Merger have been submitted or sent by Astoria or NYCB.

Each party’s obligation to complete the Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of the other party, (2) performance in all material respects by the other party of its obligations under the Merger Agreement and (3) receipt by such party of an opinion from its counsel to the effect that the Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

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Available Information

Our internet website address is www.astoriabank.com. Our annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and all amendments to those reports can be obtained free of charge from our investor relations website at http://ir.astoriabank.com. The above reports are available on our website as soon as reasonably practicable after we file such material with, or furnish such material to, the SEC. Such reports are also available on the SEC’s website at www.sec.gov/edgar/searchedgar/webusers.htm.

Critical Accounting Policies

Note 1 of Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” of our 2015 Annual Report on Form 10-K, as supplemented by our March 31, 2016 and June 30, 2016 Quarterly Reports on Form 10-Q and this report, contains a summary of our significant accounting policies. Various elements of our accounting policies, by their nature, are inherently subject to estimation techniques, valuation assumptions and other subjective assessments. Our policies with respect to the methodologies used to determine the allowance for loan losses, the valuation of MSR, judgments regarding goodwill and securities impairment and the estimates related to income taxes and our pension plans and other post-retirement benefits are our most critical accounting policies because they are important to the presentation of our financial condition and results of operations, involve a higher degree of complexity and require management to make difficult and subjective judgments which often require assumptions and estimates about highly uncertain matters. Actual results may differ from our assumptions, estimates and judgments. The use of different assumptions, estimates and judgments could result in material differences in our results of operations or financial condition. These critical accounting policies are reviewed quarterly with the Audit Committee of our Board of Directors. The following description of these policies should be read in conjunction with the corresponding section of our 2015 Annual Report on Form 10-K.

Allowance for Loan Losses

We establish and maintain an allowance for loan losses based on our evaluation of the probable inherent losses in our loan portfolio. Loan charge-offs in the period the loans, or portions thereof, are deemed uncollectible reduce the allowance for loan losses. Recoveries of amounts previously charged-off increase the allowance for loan losses in the period they are received. The allowance is adjusted to an appropriate level through provisions for loan losses charged or credited to operations to increase or decrease the allowance based on a comprehensive analysis of our loan portfolio. We evaluate the adequacy of the allowance on a quarterly basis. The allowance is comprised of both valuation allowances related to individual loans and general valuation allowances, although the total allowance for loan losses is available for losses applicable to the entire loan portfolio. In estimating specific allocations of the allowance, we review loans deemed to be impaired and measure impairment losses based on either the fair value of the collateral, the observable market price of the loan or the present value of expected future cash flows. A loan is considered impaired when, based upon current information and events, it is probable that we will be unable to collect all amounts due, including principal and interest, according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include the financial condition of the borrower, payment history, delinquency status, collateral value, our lien position and the probability of collecting principal and interest payments when due. When an impairment analysis indicates the need for a specific allocation of the allowance on an individual loan, such allocation would be established sufficient to cover probable incurred losses at the evaluation date based on the facts and circumstances of the loan. When available information confirms that specific loans, or portions thereof, are uncollectible, these amounts are charged-off against the allowance for loan losses. For loans individually classified as impaired, the portion

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of the recorded investment in the loan in excess of either the estimated fair value of the underlying collateral less estimated selling costs, for collateral dependent loans, the observable market price of the loan or the present value of the discounted cash flows of a modified loan, is generally charged-off.

Our Asset Review Department utilizes a risk-based loan review approach for multi-family and commercial real estate mortgage loans and commercial and industrial loans with balances of $250,000 or greater. Under this approach, individual loans are selected by a combination of individual loan reviews, targeted loan reviews, concentration of credit reviews and reviews of loans to one borrower to achieve, at a minimum on an annual basis, a review coverage rate of the outstanding principal balance of 30% for the multi-family mortgage loan portfolio, 40% for the commercial real estate mortgage loan portfolio and 60% for the commercial and industrial loan portfolio. Further, multi-family and commercial real estate management personnel also perform annual reviews for certain multi-family and commercial real estate mortgage loans and recommend further review by our Credit and Asset Review Departments as appropriate. The residential mortgage loan portfolio, home equity and other consumer loan portfolio and commercial and industrial loans with balances of less than $250,000 are reviewed collectively by delinquency and net loss trends.

Our residential mortgage loans are individually evaluated for impairment at 180 days past due and earlier in certain instances, including for loans to borrowers who have filed for bankruptcy, and, to the extent the loans remain delinquent, annually thereafter. Updated estimates of collateral values on residential loans are obtained primarily through automated valuation models. Additionally, our loan servicer performs property inspections to monitor and manage the collateral on our residential loans when they become 45 days past due and monthly thereafter until the foreclosure process is complete. We obtain updated estimates of collateral value using third party appraisals on non-performing multi-family and commercial real estate mortgage loans when the loans initially become non-performing and annually thereafter and multi-family and commercial real estate loans modified in a TDR at the time of the modification and annually thereafter. Appraisals on multi-family and commercial real estate loans are reviewed by our internal certified appraisers. We analyze our home equity lines of credit when such loans become 90 days past due and consider our lien position, the estimated fair value of the underlying collateral value and the results of recent property inspections in determining the need for an individual valuation allowance. We also obtain updated estimates of collateral value for certain other loans when the Asset Classification Committee believes repayment of such loans may be dependent on the value of the underlying collateral. Adjustments to final appraised values obtained from independent third party appraisers and automated valuation models are not made.

Other current and anticipated economic conditions on which our individual valuation allowances rely are the impact that national and/or local economic and business conditions may have on borrowers, the impact that local real estate markets may have on collateral values, the level and direction of interest rates and their combined effect on real estate values and the ability of borrowers to service debt. For multi-family and commercial real estate loans, additional factors specific to a borrower or the underlying collateral are considered. These factors include, but are not limited to, the composition of tenancy, occupancy levels for the property, location of the property, cash flow estimates and, to a lesser degree, the existence of personal guarantees. We also review all regulatory notices, bulletins and memoranda with the purpose of identifying upcoming changes in regulatory conditions which may impact our calculation of individual valuation allowances. Our primary banking regulator periodically reviews our reserve methodology during regulatory examinations and any comments regarding changes to reserves or loan classifications are considered by management in determining valuation allowances.

The determination of the loans on which full collectibility is not reasonably assured, the estimates of the fair value of the underlying collateral and the assessment of economic and regulatory conditions are subject to

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assumptions and judgments by management. Individual valuation allowances and charge-off amounts could differ materially as a result of changes in these assumptions and judgments.

Estimated losses for loans that are not individually deemed to be impaired are determined on a loan pool basis using our historical loss experience and various other qualitative factors and comprise our general valuation allowances. General valuation allowances represent loss allowances that have been established to recognize the inherent risks associated with our lending activities which, unlike individual valuation allowances, have not been allocated to particular loans. The determination of the adequacy of the general valuation allowances takes into consideration a variety of factors.

We segment our residential mortgage loan portfolio by interest-only and amortizing loans, full documentation and reduced documentation loans, and origination time periods, and analyze our historical loss experience and delinquency levels and trends of these segments. We analyze multi-family and commercial real estate mortgage loans by portfolio using predictive modeling techniques for loans originated after 2010 and by geographic location for loans originated prior to 2011. We analyze our consumer and other loan portfolio by home equity lines of credit, commercial and industrial loans and other consumer loans and perform similar historical loss analyses. In our analysis of non-performing loans, we consider our aggregate historical loss experience with respect to the ultimate disposition of the underlying collateral along with the migration of delinquent loans based on the portfolio segments noted above. These analyses and the resulting loss rates are used as an integral part of our judgment in developing estimated loss percentages to apply to the loan portfolio segments. We monitor credit risk on interest-only hybrid adjustable rate mortgage, or ARM, loans that were underwritten at the initial note rate, which may have been a discounted rate, in the same manner that we monitor credit risk on all interest-only hybrid ARM loans. We monitor interest rate reset dates of our loan portfolio, in the aggregate, and the current interest rate environment and consider the impact, if any, on borrowers’ ability to continue to make timely principal and interest payments in determining our allowance for loan losses. We also consider the size, composition, risk profile and delinquency levels of our loan portfolio, as well as our credit administration and asset management procedures. We monitor property value trends in our market areas by reference to various industry and market reports, economic releases and surveys, and our general and specific knowledge of the real estate markets in which we lend, in order to determine what impact, if any, such trends may have on the level of our general valuation allowances. In addition, we evaluate and consider the impact that current and anticipated economic and market conditions may have on the loan portfolio and known and inherent risks in the portfolio. We update our analyses quarterly and refine our evaluations as experience provides clearer guidance, our product offerings change and as economic conditions evolve.

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loss predictive model based on studies of defaulted commercial real estate loans. The model then generates a probability of default, loss given default and ultimately an estimated loss for each loan quarterly over the remaining life of the loan. The appropriate timeframe from which to assign an estimated loss percentage to the pool of loans is assessed by management. We update our historical loss analyses, as well as our predictive model, quarterly and evaluate the need to modify our quantitative allowances as a result of our updated charge-off and loss analyses.

We consider qualitative factors with the purpose of assessing the adequacy of the overall allowance for loan losses as well as the allocation of the allowance for loan losses by loan category. The qualitative factors we consider generally include, but are not limited to, changes in (1) lending policies and procedures, (2) economic and business conditions and developments that affect collectibility of our loan portfolio, (3) the nature and volume of our loan portfolio and in the terms of loans, (4) the experience, ability and depth of lending management and other staff, (5) the volume and severity of past due, non-accrual and adversely classified loans, (6) the quality of the loan review system, (7) the value of underlying collateral, (8) the existence or effect of any credit concentrations and (9) external factors such as competition and legal or regulatory requirements. In addition to the nine qualitative factors noted, we also review certain analytical information such as our coverage ratios and peer analysis.

We use ratio analyses as a supplemental tool for evaluating the overall reasonableness and adequacy of the allowance for loan losses. As such, we consider our asset quality ratios as well as the allowance ratios and coverage percentages set forth in both peer group and regulatory agency data. We also consider any comments from our primary banking regulator resulting from their review of our general valuation allowance methodology during regulatory examinations. We consider the observed trends in our asset quality ratios in combination with our primary focus on our historical loss experience and the impact of current economic conditions. After evaluating these variables, we determine appropriate allowance coverage percentages for each of our portfolio segments and the appropriate level of our allowance for loan losses. We do not determine the appropriate level of our allowance for loan losses based exclusively on a single factor or asset quality ratio. We periodically review the actual performance and charge-off history of our loan portfolio and compare that to our previously determined allowance coverage percentages and individual valuation allowances. In doing so, we evaluate the impact the previously mentioned variables may have had on the loan portfolio to determine which changes, if any, should be made to our assumptions and analyses.

Allowance adequacy calculations are adjusted quarterly, based on the results of our quantitative and qualitative analyses, to reflect our current estimates of the amount of probable losses inherent in our loan portfolio. Allocations of the allowance to each loan category are adjusted quarterly to reflect probable inherent losses using the same quantitative and qualitative analyses used in connection with the overall allowance adequacy calculations. The portion of the allowance allocated to each loan category does not represent the total available to absorb losses which may occur within the loan category, since the total allowance for loan losses is available for losses applicable to the entire loan portfolio.

Based on our evaluation of the composition and size of our loan portfolio, the levels and composition of delinquent and non-performing loans, our loss history, the housing and real estate markets and the current economic environment, we determined that an allowance for loan losses of $87.7 million was appropriate at September 30, 2016, compared to $98.0 million at December 31, 2015. The provision for loan losses credited to operations totaled $7.1 million for the nine months ended September 30, 2016.

The balance of our allowance for loan losses represents management’s best estimate of the probable inherent losses in our loan portfolio at the reporting dates. Actual results could differ from our estimates as a result of changes in economic or market conditions. Changes in estimates could result in a material change in the

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allowance for loan losses. While we believe that the allowance for loan losses has been established and maintained at levels that reflect the risks inherent in our loan portfolio, future adjustments may be necessary if portfolio performance or economic or market conditions differ substantially from the conditions that existed at the time of the initial determinations.

For additional information regarding our allowance for loan losses, see “Provision for Loan Losses Credited to Operations” and “Asset Quality” in this document and Part II, Item 7, “MD&A,” in our 2015 Annual Report on Form 10-K.

Valuation of MSR

The initial asset recognized for originated MSR is measured at fair value. The fair value of MSR is estimated by reference to current market values of similar loans sold servicing released. MSR are amortized in proportion to and over the period of estimated net servicing income. We apply the amortization method for measurement of our MSR. MSR are assessed for impairment based on fair value at each reporting date. Impairment exists if the carrying value of MSR exceeds the estimated fair value. The estimated fair value of MSR is obtained through independent third party valuations. MSR impairment, if any, is recognized in a valuation allowance with a corresponding charge to earnings. Increases in the fair value of impaired MSR are recognized only up to the amount of the previously recognized valuation allowance.

At September 30, 2016, our MSR had a carrying value of $8.6 million, net of a valuation allowance of $3.8 million, which approximated the estimated fair value based on expected future cash flows considering a weighted average discount rate of 9.94%, a weighted average constant prepayment rate on mortgages of 13.35% and a weighted average life of 5.1 years. At December 31, 2015, our MSR had a carrying value of $11.0 million, net of a valuation allowance of $2.2 million, which approximated the estimated fair value based on expected future cash flows considering a weighted average discount rate of 9.97%, a weighted average constant prepayment rate on mortgages of 10.47% and a weighted average life of 6.1 years.

The fair value of MSR is highly sensitive to changes in assumptions. Changes in prepayment speed assumptions generally have the most significant impact on the fair value of our MSR. Generally, as interest rates decline, mortgage loan prepayments accelerate due to increased refinance activity, which results in a decrease in the fair value of MSR. As interest rates rise, mortgage loan prepayments slow down, which results in an increase in the fair value of MSR. Thus, any measurement of the fair value of our MSR is limited by the conditions existing and the assumptions utilized as of a particular point in time, and those assumptions may not be appropriate if they are applied at a different point in time.

Goodwill Impairment

Goodwill is presumed to have an indefinite useful life and is tested, at least annually, for impairment at the reporting unit level. If the estimated fair value of the reporting unit exceeds its carrying amount, further evaluation is not necessary. However, if the fair value of the reporting unit is less than its carrying amount, further evaluation is required to compare the implied fair value of the reporting unit’s goodwill to its carrying amount to determine if a write-down of goodwill is required. Impairment exists when the carrying amount of goodwill exceeds its implied fair value.

For purposes of our goodwill impairment testing, we have identified a single reporting unit. We consider the quoted market price of our common stock on our impairment testing date as an initial indicator of estimating the fair value of our reporting unit. We also consider the average price of our common stock, both before and after our impairment test date, as well as market-based control premiums in determining the

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estimated fair value of our reporting unit. In addition to our internal goodwill impairment analysis, we periodically obtain a goodwill impairment analysis from an independent third party valuation firm. The independent third party utilizes multiple valuation approaches including comparable transactions, control premium, public market peers and discounted cash flow. Management reviews the assumptions and inputs used in the third party analysis for reasonableness.

At September 30, 2016, the carrying amount of our goodwill totaled $185.2 million. As of September 30, 2016, we performed our annual goodwill impairment test internally and obtained an independent third party analysis and concluded there was no goodwill impairment. We would test our goodwill for impairment between annual tests if an event occurs or circumstances change that would more likely than not reduce the fair value of our reporting unit below its carrying amount. The identification of additional reporting units, the use of other valuation techniques or changes to the input assumptions used in our analysis or the analysis by our third party valuation firm could result in materially different evaluations of impairment.

Securities Impairment

Our available-for-sale securities portfolio is carried at estimated fair value with any unrealized gains and losses, net of taxes, reported as accumulated other comprehensive income/loss in stockholders’ equity. Debt securities which we have the positive intent and ability to hold to maturity are classified as held-to-maturity and are carried at amortized cost. The fair values for our securities are obtained from an independent nationally recognized pricing service.

Our securities portfolio is comprised primarily of fixed rate mortgage-backed securities guaranteed by a GSE as issuer. GSE issuance mortgage-backed securities comprised 85% of our securities portfolio at September 30, 2016. Non-GSE issuance mortgage-backed securities at September 30, 2016 comprised less than 1% of our securities portfolio and had an amortized cost of $2.1 million, with 91% classified as available-for-sale and 9% classified as held-to-maturity. Our non-GSE issuance securities are primarily investment grade securities and have performed similarly to our GSE issuance securities. Credit quality concerns have not significantly impacted the performance of our non-GSE securities or our ability to obtain reliable prices. The balance of our securities portfolio is primarily comprised of debt securities issued by GSEs.

The fair value of our securities portfolio is primarily impacted by changes in interest rates. We conduct a periodic review and evaluation of the securities portfolio to determine if a decline in the fair value of any security below its cost basis is other-than-temporary. Our evaluation of other-than-temporary impairment, or OTTI, considers the duration and severity of the impairment, our assessments of the reason for the decline in value, the likelihood of a near-term recovery and our intent and ability to hold the securities. We generally view changes in fair value caused by changes in interest rates as temporary, which is consistent with our experience. If such decline is deemed other-than-temporary, the security is written down to a new cost basis and the resulting loss is charged to earnings as a component of non-interest income, except for the amount of the total OTTI for a debt security that does not represent credit losses which is recognized in other comprehensive income/loss, net of applicable taxes. At September 30, 2016, we held 84 securities with an estimated fair value totaling $860.7 million which had an unrealized loss totaling $7.4 million. Of the securities in an unrealized loss position at September 30, 2016, $244.3 million, with an unrealized loss of $2.7 million, had been in a continuous unrealized loss position for 12 months or longer. At September 30, 2016, the impairments were deemed temporary based on (1) the direct relationship of the decline in fair value to movements in interest rates, (2) the estimated remaining life and high credit quality of the investments and (3) the fact that we had no intention to sell these securities and it was not more likely than not that we would be required to sell these securities before their anticipated recovery of the remaining amortized cost basis and we expected to recover the entire amortized cost basis of the security.

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Income Taxes

Our provision for income tax expense is based on our income, statutory tax rates and other provisions of tax law applicable to us in various jurisdictions. We file income tax returns in the United States federal jurisdiction and in New York State and New York City jurisdictions, as well as various other state jurisdictions in which we do business. In establishing a provision for income tax expense, we must make judgments and interpretations about the application of these inherently complex tax laws to our business activities, as well as the timing of when certain items may affect taxable income. Our interpretations may be subject to review during examination by taxing authorities and disputes may arise over our tax positions. We attempt to resolve these disputes during the tax examination and audit process and ultimately through the court systems when applicable. Changes to our income tax estimates can occur due to changes in tax rates, implementation of new business strategies, resolution of matters with taxing authorities regarding previously taken tax positions and newly enacted statutory, judicial and regulatory guidance. Such changes could affect the amount of our provision for income taxes and could be material to our financial condition or results of operations.

Our income tax expense consists of income taxes that are currently payable and deferred income taxes. We also maintain a reserve related to certain tax positions and strategies that management believes contain an element of uncertainty and evaluate each of our tax positions and strategies to determine whether the reserve continues to be appropriate. Accruals of interest and penalties related to unrecognized tax benefits are recognized in income tax expense. Our current income tax expense approximates taxes to be paid or refunded for the current period. Our deferred income tax expense results from changes in our deferred tax assets and liabilities between periods. Deferred tax assets and liabilities represent decreases or increases in taxes expected to be paid in the future because of future reversals of temporary differences between the financial statement carrying amounts and the tax basis of existing assets and liabilities and net operating loss carryforwards. We assess our deferred tax assets and establish a valuation allowance if realization of a deferred tax asset is not considered to be more likely than not. We evaluate the recoverability of these future tax deductions by assessing the adequacy of expected taxable income from all sources, including taxable income in carryback years, reversal of taxable temporary differences, forecasted operating earnings and available tax planning strategies. These sources of taxable income rely heavily on estimates and we use our historical experience and our short- and long-range business forecasts in making such estimates. We have recorded deferred tax assets, net of deferred tax liabilities and valuation allowances, of $93.8 million at September 30, 2016, compared to $101.5 million at December 31, 2015. We believe that our historical and future results of operations, and tax planning strategies which could be employed, will more likely than not generate sufficient taxable income to enable us to realize our net deferred tax assets. If changes in circumstances lead us to change our judgment about our ability to realize deferred tax assets in future years, we would adjust our valuation allowances in the period that our change in judgment occurs and record a corresponding increase or charge to income.

Pension Benefits and Other Postretirement Benefit Plans

Astoria Bank has a qualified, non-contributory defined benefit pension plan covering employees meeting specified eligibility criteria. In addition, Astoria Bank has non-qualified and unfunded supplemental retirement plans covering certain officers and directors. In 2012, all such plans were amended to, among other things, change the manner in which benefits were computed for service through April 30, 2012 and to suspend accrual of additional benefits effective April 30, 2012. We also sponsor a health care plan that provides for postretirement medical and dental coverage to select individuals.

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We recognize the overfunded or underfunded status of our defined benefit pension plans and other postretirement benefit plan, which is measured as the difference between plan assets at fair value and the benefit obligation at the measurement date, in other assets or other liabilities in our consolidated statements of financial condition. Changes in the funded status are recognized through other comprehensive income/loss in the period in which the changes occur. Astoria Bank’s policy is to fund pension costs in accordance with the minimum funding requirement.

There are several key assumptions which we provide our actuary which have a significant impact on the pension benefits and other postretirement benefit obligations as well as benefits expense. These include the discount rate and the expected return on plan assets. We continually review and evaluate all actuarial assumptions affecting the pension benefits and other postretirement benefit plans. We monitor these rates in relation to the current market interest rate environment and update our actuarial analysis accordingly.

The discount rate is used to calculate the present value of the benefit obligations at the measurement date and the expense to be recorded in the following period. A lower discount rate will result in a higher benefit obligation and expense, while a higher discount rate will result in a lower benefit obligation and expense. Discount rate assumptions are determined by reference to the Citigroup Pension Discount Curve, adjusted for Astoria Bank benefit plan specific cash flows. We compare these rates to other yield curves and market indices, such as the Mercer Mature Plan Index and Bloomberg AA Discount Curve, for reasonableness and make adjustments, as necessary, so the discount rates used reflect current market data and trends.

To determine the expected return on plan assets, we consider the long-term historical return information on plan assets, the mix of investments that comprise plan assets and the historical returns on indices comparable to the fund classes in which the plan invests.

For further information on the actuarial assumptions used for our pension benefits and other postretirement benefit plans, see Note 14 of Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” in our 2015 Annual Report on Form 10-K.

Liquidity and Capital Resources

Our primary source of funds is cash provided by principal and interest payments on loans and securities. The most significant liquidity challenge we face is the variability in cash flows as a result of changes in mortgage refinance activity. Principal payments on loans and securities increased to $2.57 billion for the nine months ended September 30, 2016, compared to $2.29 billion for the nine months ended September 30, 2015.

In addition to cash provided by principal and interest payments on loans and securities, our other sources of funds include cash provided by operating activities, deposits and borrowings. Net cash provided by operating activities totaled $85.1 million for the nine months ended September 30, 2016 and $92.9 million for the nine months ended September 30, 2015. Deposits decreased $178.4 million during the nine months ended September 30, 2016 and $456.4 million during the nine months ended September 30, 2015, due to decreases in certificates of deposit, partially offset by increases in core deposits. During the nine months ended September 30, 2016 and 2015, we continued to allow high cost certificates of deposit to run off. Total deposits included business deposits of $1.16 billion at September 30, 2016, an increase of $107.9 million since December 31, 2015. At September 30, 2016, core deposits represented 82% of total deposits, up from 78% at December 31, 2015. This reflects our continued efforts to reposition the liability mix of our balance sheet, reducing the balance of high cost certificates of deposit and increasing the balance of low cost core deposits. Net borrowings decreased $149.6 million during the nine months ended September 30, 2016 and decreased

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$181.6 million during the nine months ended September 30, 2015. The decrease in net borrowings for the nine months ended September 30, 2016 was due to a decrease in federal funds purchased partially offset by an increase in FHLB-NY advances. The decrease in borrowings for the nine months ended September 30, 2015 was primarily due to a decrease in FHLB-NY advances.

Our primary use of funds is for the origination and purchase of mortgage loans and, to a lesser degree, for the purchase of securities. Gross mortgage loans originated and purchased for portfolio during the nine months ended September 30, 2016 totaled $1.14 billion, of which $620.2 million were multi-family and commercial real estate mortgage loan originations, $279.1 million were residential mortgage loan originations and $245.1 million were purchases of individual residential mortgage loans through our third party loan origination program. This compares to gross mortgage loans originated and purchased for portfolio during the nine months ended September 30, 2015 totaling $1.10 billion, of which $590.3 million were multi-family and commercial real estate mortgage loan originations, $328.1 million were residential mortgage loan originations and $185.9 million were residential mortgage loan purchases. Given the low interest rate environment, and consistent with our strategy to diversify our earning assets, we have focused on multi-family and commercial real estate mortgage lending and our business banking operations, with reduced emphasis on the origination and purchase of residential mortgage loans. Multi-family and commercial real estate mortgage loan originations declined for the nine months ended September 30, 2016 compared to the nine months ended 2015 despite our continued commitment to grow these portfolios, as we continued to maintain our disciplined approach to credit terms in this challenging lending environment. Purchases of securities totaled $1.19 billion during the nine months ended September 30, 2016 and $539.3 million during the nine months ended September 30, 2015.

Our policies and procedures with respect to managing funding and liquidity risk are established to ensure our safe and sound operation in compliance with applicable bank regulatory requirements. Our liquidity management process is sufficient to meet our daily funding needs and cover both expected and unexpected deviations from normal daily operations. Processes are in place to appropriately identify, measure, monitor and control liquidity and funding risk. The primary tools we use for measuring and managing liquidity risk include cash flow projections, diversified funding sources, key risk indicators, stress testing, a cushion of liquid assets and an up to date contingency funding plan.

We maintain liquidity levels to meet our operational needs in the normal course of our business. The levels of our liquid assets during any given period are dependent on our operating, investing and financing activities. Cash and due from banks totaled $132.8 million at September 30, 2016 and $200.5 million at December 31, 2015. At September 30, 2016, we had $1.87 billion of borrowings with a weighted average interest rate of 1.30% maturing over the next 12 months. We have the flexibility to either repay or rollover these borrowings as they mature. Included in our borrowings are various obligations which, by their terms, may be called by the counterparty. At September 30, 2016, we had $1.95 billion of callable borrowings, which were contractually callable by the counterparty within the next 12 months and on a quarterly basis thereafter, compared to $1.95 billion of callable borrowings at December 31, 2015, of which $1.00 billion were contractually callable by the counterparty within twelve months and on a quarterly basis thereafter. We believe the potential for these borrowings to be called does not present a liquidity concern as they have above current market coupons and, as such, are not likely to be called absent a significant increase in market interest rates. In addition, to the extent such borrowings were to be called, we believe we can readily obtain replacement funding, although such funding may be at higher rates. At September 30, 2016, FHLB-NY advances totaled $2.22 billion, or 58% of total borrowings. We do not believe any of our borrowing counterparty concentrations represent a material risk to our liquidity. In addition, we had $720.9 million of certificates of deposit at September 30, 2016 with a weighted average interest rate of 0.54% maturing over

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the next 12 months. We believe we have the ability to retain or replace a significant portion of such deposits based on our pricing and historical experience.

The following table details our borrowing and certificate of deposit maturities and their weighted average interest rates at September 30, 2016.



	Borrowings					Certificates of Deposit
				Weighted Average Rate				Weighted Average Rate

(Dollars in Millions)	Amount					Amount
Contractual Maturity:
12 months or less	$	1,865		1.30	%	$	721	0.54	%
13 to 36 months	800		(1)	3.56		425		1.11
37 to 60 months	1,150		(2)	3.54		503		1.50
Over 60 months	—			—		1		1.64
Total	$	3,815		2.45	%	$	1,650	0.98	%


(1)	Callable by the counterparty within the next 3 months and on a quarterly basis thereafter.


(2)	Includes $200.0 million of borrowings, with a weighted average interest rate of 3.86%, which are callable by the counterparty within the next 3 months and on a quarterly basis thereafter, and $950.0 million of borrowings, with a weighted average interest rate of 3.47%, which are callable by the counterparty within the next 12 months and on a quarterly basis thereafter.

Through the Federal Reserve Bank of New York discount window we have the ability to borrow additional funds should the need arise on a short-term basis, primarily overnight. Our borrowing capacity through the discount window totaled approximately $560.8 million at September 30, 2016. In order to have the ability to borrow through the discount window, the Federal Reserve Bank of New York requires that collateral is pledged. In accordance with such requirements, at September 30, 2016 we had pledged as collateral with the Federal Reserve Bank of New York securities with an amortized cost of $161.4 million and commercial real estate mortgage loans with an unpaid principal balance of $900.6 million. We view the discount window as a secondary source of liquidity and, during the nine months ended September 30, 2016, we did not utilize this source.

Through its membership in the FHLB-NY, the Bank has access to borrowings on an overnight and term basis to the extent that it has qualifying collateral in place at the FHLB-NY. At September 30, 2016, the Bank had residential mortgage loans pledged to the FHLB-NY sufficient to support additional borrowings of approximately $2.2 billion.

The Bank also has the ability to use its portfolio of unencumbered investment securities available for sale and held to maturity as collateral for borrowings from the Federal Reserve Bank of New York, the FHLB-NY and repurchase agreement counterparties. At September 30, 2016, the Bank had approximately $1.70 billion (amortized cost) of investment securities available to be pledged to support borrowings.

Additional sources of liquidity at the holding company level have included public and private issuances of debt and equity securities into the capital markets. Holding company debt obligations are included in other borrowings. We have a shelf registration statement on Form S-3 on file with the SEC that we renewed in the 2015 second quarter, which allows us to periodically offer and sell, from time to time, in one or more offerings, individually or in any combination, common stock, preferred stock, depositary shares, senior notes, subordinated notes, warrants to purchase common stock or preferred stock and units consisting of one or more of the foregoing. This shelf registration statement provides us with greater capital management flexibility and enables us to more readily access the capital markets in order to pursue growth opportunities that may become available to us in the future or should there be any changes in the regulatory environment that call for increased capital requirements. Although the shelf registration statement does not limit the

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amount of the foregoing items that we may offer and sell, our ability and any decision to do so is subject to market conditions and our capital needs. Our ability to continue to access the capital markets for additional financing at favorable terms may be limited by, among other things, market conditions, interest rates, our capital levels, Astoria Bank’s ability to pay dividends to Astoria Financial Corporation, our credit profile and ratings and our business model. In addition, pursuant to the terms of the Merger Agreement, we are limited in our ability to issue or sell our capital stock without the consent of NYCB. NYCB has agreed not to unreasonably withhold any such consent.

We have registered 1,500,000 shares of our common stock under the Securities Act for offer and sale from time to time pursuant to the Astoria Financial Corporation Dividend Reinvestment and Stock Purchase Plan, or the Stock Purchase Plan, which allows our shareholders to automatically reinvest the cash dividend paid on all or a portion of their shares of our common stock into additional shares of our common stock and make optional cash purchases, up to $10,000 per month, of additional shares of our common stock, unless we grant a waiver permitting a higher amount of optional cash purchases. Shares of common stock may be purchased either directly from us from authorized but unissued shares or from treasury shares, or on the open market. During the nine months ended September 30, 2016, 8,140 shares of our common stock were purchased pursuant to the dividend reinvestment provisions of the Stock Purchase Plan directly from us from treasury shares for net proceeds totaling $122,000.

Astoria Financial Corporation’s primary uses of funds include payment of dividends on common and preferred stock and payment of interest on its debt obligations. During the nine months ended September 30, 2016, Astoria Financial Corporation paid dividends on common and preferred stock totaling $18.7 million. On September 16, 2016, our Board of Directors declared a quarterly cash dividend on the Series C Preferred Stock aggregating $2.2 million, or $16.25 per share, for the quarterly period from July 15, 2016 through and including October 14, 2016, which was paid on October 17, 2016 to stockholders of record as of September 30, 2016. On October 26, 2016, our Board of Directors declared a quarterly cash dividend of $0.04 per share on shares of our common stock payable on November 18, 2016 to stockholders of record as of November 7, 2016.

Our ability to pay dividends, service our debt obligations and repurchase common stock is dependent primarily upon receipt of capital distributions from Astoria Bank. Astoria Bank paid dividends to Astoria Financial Corporation totaling $18.7 million during the nine months ended September 30, 2016. Since Astoria Bank is a federally chartered savings association, there are regulatory limits on its ability to make distributions to Astoria Financial Corporation. See Part I, Item 1, “Business - Regulation and Supervision - Limitations on Capital Distributions,” in our 2015 Annual Report on Form 10-K for further discussion of limitations on capital distributions from Astoria Bank. In addition, pursuant to the terms of the Merger Agreement, we may not pay quarterly cash dividends in excess of $0.04 per share of our common stock or repurchase shares of our common stock without the consent of NYCB. NYCB has agreed not to unreasonably withhold any such consent.

See “Financial Condition” for further discussion of the changes in stockholders’ equity.

At September 30, 2016, our tangible common equity ratio, which represents common stockholders’ equity less goodwill divided by total assets less goodwill, was 9.52%. Pursuant to the Reform Act, in July 2013, the Agencies issued Final Capital Rules that subjected many savings and loan holding companies, including Astoria Financial Corporation, to consolidated capital requirements effective January 1, 2015. The Final Capital Rules also revised the quantity and quality of required minimum risk-based and leverage capital requirements, consistent with the Reform Act and the Basel III capital standards. For a more detailed description of these rules, see Part I, Item 1, “Business - Regulation and Supervision - Capital Requirements,”

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in our 2015 Annual Report on Form 10-K. At September 30, 2016, the capital levels of both Astoria Financial Corporation and Astoria Bank exceeded all regulatory capital requirements and their regulatory capital ratios were above the minimum levels required to be considered well capitalized for regulatory purposes and above the minimum levels required to satisfy the newly applicable capital Conservation Buffer imposed pursuant to the Reform Act.

At September 30, 2016, Astoria Financial Corporation's Tier 1 leverage capital ratio was 10.61%, Common equity tier 1 risk-based capital ratio was 17.58%, Tier 1 risk-based capital ratio was 19.09% and Total risk-based capital ratio was 20.17%, and Astoria Bank’s Tier 1 leverage capital ratio was 11.75%, Common equity tier 1 risk-based and Tier 1 risk-based capital ratios were 21.07% and Total risk-based capital ratio was 22.14%. For additional information on the regulatory capital ratios of Astoria Financial Corporation and Astoria Bank at September 30, 2016, see Note 11 of Notes to Consolidated Financial Statements (Unaudited) in Part I, Item 1, "Financial Statements (Unaudited)."

Off-Balance Sheet Arrangements and Contractual Obligations

We are a party to financial instruments with off-balance sheet risk in the normal course of our business in order to meet the financing needs of our customers and in connection with our overall interest rate risk management strategy. These instruments involve, to varying degrees, elements of credit, interest rate and liquidity risk. In accordance with GAAP, these instruments are either not recorded in the consolidated financial statements or are recorded in amounts that differ from the notional amounts. Such instruments primarily include lending commitments and lease commitments.

Lending commitments include commitments to originate and purchase loans and commitments to fund unused lines of credit. We also have commitments to fund loans held-for-sale and commitments to sell loans in connection with our mortgage banking activities which are considered derivative financial instruments. Commitments to sell loans totaled $35.2 million at September 30, 2016. The fair values of our mortgage banking derivative financial instruments are immaterial to our financial condition and results of operations.

The following table details our contractual obligations at September 30, 2016.



	Payments Due by Period
(In Thousands)	Total		Less than One Year		Over One to Three Years			Over Three to Five Years		More than Five Years
On-balance sheet contractual obligations:
Borrowings with original terms greater than three months	$	3,815,000	$	1,865,000		$	800,000	$	1,150,000		$	—
Off-balance sheet contractual obligations: (1)
Commitments to originate and purchase loans (2)	410,670		410,670			—		—			—
Commitments to fund unused lines of credit (3)	217,919		217,919			—		—			—
Total	$	4,443,589	$	2,493,589		$	800,000	$	1,150,000		$	—


(1)	Excludes contractual obligations related to operating lease commitments which have not changed significantly since December 31, 2015.


(2)	Includes commitments to originate loans held-for-sale of $26.8 million.


(3)	Includes commitments to fund commercial and industrial lines of credit of $146.0 million, home equity lines of credit of $40.1 million, and other consumer lines of credit of $31.7 million.

In addition to the contractual obligations previously discussed, we have liabilities for gross unrecognized tax benefits and interest and penalties related to uncertain tax positions which have not changed significantly from December 31, 2015 and are not included in the table above as the amounts and timing of their resolution cannot be estimated. For further information regarding these liabilities, see Note 11 of Notes to Consolidated Financial Statements in Part II, Item 8, “Financial Statements and Supplementary Data,” in our 2015 Annual

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Report on Form 10-K. Similarly, we have an obligation related to our investments in affordable housing limited partnerships totaling $12.0 million at September 30, 2016 which is not included in the table above as the timing of funding installments, which are due on an "as needed" basis, currently projected over the next three years, cannot be estimated. We also have contingent liabilities related to assets sold with recourse and standby letters of credit which have not changed significantly from December 31, 2015.

For further information regarding our off-balance sheet arrangements and contractual obligations, see Part II, Item 7, “MD&A,” in our 2015 Annual Report on Form 10-K.

Comparison of Financial Condition as of September 30, 2016 and December 31, 2015 and Operating Results for the Three and Nine Months Ended September 30, 2016 and 2015

Financial Condition

Total assets declined $262.3 million to $14.81 billion at September 30, 2016, from $15.08 billion at December 31, 2015, primarily attributable to a net decline in our loan portfolio, partially offset by an increase in our securities portfolio. Loans receivable decreased $522.4 million to $10.63 billion at September 30, 2016, from $11.15 billion at December 31, 2015, and represented 72% of total assets at September 30, 2016. The decline in our mortgage loan portfolio reflects repayments of $1.64 billion which were in excess of originations and purchases of $1.14 billion during the nine months ended September 30, 2016.

Our residential mortgage loan portfolio decreased $515.0 million to $5.50 billion at September 30, 2016, from $6.02 billion at December 31, 2015, and represented 52% of our total loan portfolio at September 30, 2016. Residential mortgage loan repayments continued to outpace our origination and purchase volume during the nine months ended September 30, 2016, reflecting the reduced interest rate environment that has prevailed for a significant portion of 2015 and into 2016 and our reduced emphasis on the origination and purchase of residential mortgage loans for portfolio. Residential mortgage loan originations and purchases for portfolio totaled $524.2 million during the nine months ended September 30, 2016, of which $279.1 million were originations and $245.1 million were purchases. During the nine months ended September 30, 2016, the loan-to-value ratio of our residential mortgage loan originations and purchases for portfolio, at the time of origination or purchase, averaged approximately 61% and the loan amount averaged approximately $592,000.

Our multi-family mortgage loan portfolio increased $68.4 million and totaled $4.09 billion at September 30, 2016, from $4.02 billion at December 31, 2015, and represented 39% of our total loan portfolio at September 30, 2016. Our commercial real estate mortgage loan portfolio decreased $61.7 million to $757.8 million at September 30, 2016 compared to $819.5 million at December 31, 2015 and represented 7% of our total loan portfolio at September 30, 2016. Multi-family and commercial real estate loan originations totaled $620.2 million during the nine months ended September 30, 2016. Our levels of originations reflect our commitment to grow these portfolios while continuing to maintain our disciplined approach to credit terms. During the nine months ended September 30, 2016, our multi-family and commercial real estate mortgage loan originations reflected loan balances averaging approximately $2.7 million with a weighted average loan-to-value ratio, at the time of origination, of approximately 44% and a weighted average debt service coverage ratio of approximately 1.57.

Our securities portfolio increased $345.8 million to $3.06 billion at September 30, 2016 compared to $2.71 billion at December 31, 2015 and represented 21% of total assets at September 30, 2016. Purchases totaling $1.19 billion were in excess of repayments and maturities of $816.6 million and sales of $23.0 million during the nine months ended September 30, 2016. At September 30, 2016, our securities portfolio was comprised

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primarily of fixed rate REMIC and CMO securities which had an amortized cost of $2.35 billion, a weighted average current coupon of 2.70%, a weighted average collateral coupon of 3.96% and a weighted average life of 3.7 years.

Total liabilities declined $306.5 million to $13.11 billion at September 30, 2016, from $13.41 billion at December 31, 2015, primarily due to a decline in total deposits and a decline in borrowings, net. Deposits totaled $8.93 billion at September 30, 2016, or 68% of total liabilities, a decline of $178.4 million compared to $9.11 billion at December 31, 2015. While total deposits declined, primarily as a result of a decrease of $344.6 million in certificates of deposit, core deposits increased $166.2 million. At September 30, 2016, core deposits totaled $7.28 billion and represented 82% of total deposits, up from 78% at December 31, 2015. This reflects our efforts to reposition the liability mix of our balance sheet. The net increase in core deposits at September 30, 2016, compared to December 31, 2015, primarily reflected an increase of $159.3 million in money market accounts to $2.72 billion and an increase of $65.1 million in NOW and demand deposit accounts to $2.48 billion at September 30, 2016. The net increase in core deposits during the nine months ended September 30, 2016 reflects our efforts to grow our core deposits, including our efforts to expand our business banking customer base, as well as customers' preference for the liquidity these types of deposits provide.

Total borrowings, net, decreased $149.6 million to $3.81 billion at September 30, 2016, from $3.96 billion at December 31, 2015. The decrease in borrowings was due to a $190.0 million decrease in federal funds purchased, partially offset by a $40.0 million increase in FHLB-NY advances.

Stockholders' equity increased $44.2 million to $1.71 billion at September 30, 2016, from $1.66 billion at December 31, 2015. The increase in stockholders’ equity was primarily due to net income of $55.6 million, an increase in accumulated other comprehensive income of $4.7 million, stock-based compensation of $2.5 million and sale of treasury stock of $122,000, partially offset by dividends on common and preferred stock totaling $18.7 million.

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Results of Operations

General

Net income available to common shareholders for the three months ended September 30, 2016 decreased $215,000 to $16.5 million, or $0.16 diluted EPS, compared to $16.7 million, or $0.17 diluted EPS, for the three months ended September 30, 2015. The decrease in net income available to common shareholders for the 2016 third quarter compared to the 2015 third quarter was primarily due to a lower provision for loan losses credited to operations and lower net interest income, partially offset by a decline in non-interest expense.

Return on average common stockholders’ equity decreased to 4.20% for the three months ended September 30, 2016, compared to 4.44% for the three months ended September 30, 2015. Return on average tangible common stockholders’ equity, which represents average common stockholders’ equity less average goodwill, decreased to 4.76% for the three months ended September 30, 2016, compared to 5.06% for the three months ended September 30, 2015. The decreases in the returns on average common stockholders’ equity and average tangible common stockholders’ equity were due to the decrease in net income available to common shareholders, coupled with the increase in average common stockholders’ equity for the three months ended September 30, 2016, compared to the three months ended September 30, 2015. Return on average assets was 0.50% for the three months ended September 30, 2016, unchanged from the three months ended September 30, 2015.

Net income available to common shareholders for the nine months ended September 30, 2016 decreased $14.1 million to $49.0 million, or $0.48 diluted EPS, compared to $63.1 million, or $0.63 diluted EPS, for the nine months ended September 30, 2015. The decrease in net income available to common shareholders for the 2016 nine month period compared to the 2015 nine month period was largely due to a reduction in income tax expense of $11.4 million, or $0.12 diluted EPS, in the 2015 period, caused mainly by the 2015 NY State income tax legislation enacted in the 2015 second quarter. See Note 1 of Notes to Consolidated Financial Statements (Unaudited) and “Income Tax Expense” below for further discussion of the impact of the 2015 NY State legislation. Income before income tax expense for the nine months ended September 30, 2016 decreased approximately $5.0 million compared to the nine months ended September 30, 2015, reflecting a decline in net interest income and non-interest income, partially offset by a decline in non-interest expense.

Return on average common stockholders’ equity decreased to 4.20% for the nine months ended September 30, 2016, compared to 5.67% for the nine months ended September 30, 2015. Return on average tangible common stockholders’ equity decreased to 4.76% for the nine months ended September 30, 2016, compared to 6.48% for the nine months ended September 30, 2015. The decreases in the returns on average common stockholders’ equity and average tangible common stockholders’ equity were due to the decrease in net income available to common shareholders, coupled with the increase in average common stockholders’ equity for the nine months ended September 30, 2016, compared to the nine months ended September 30, 2015. Return on average assets decreased to 0.49% for the nine months ended September 30, 2016, compared to 0.60% for the nine months ended September 30, 2015, reflecting the decrease in net income, partially offset by a reduction in average assets, for the 2016 period, compared to the 2015 period.

Income and expense and related financial ratios adjusted to exclude the effect of the 2015 NY State legislation represent non-GAAP financial measures which we believe provide investors with a meaningful comparison for effectively evaluating our operating results. Non-GAAP financial ratios are calculated by substituting non-GAAP net income, non-GAAP net income available to common shareholders and non-GAAP income

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tax expense for net income, net income available to common shareholders and income tax benefit in the corresponding calculations.

The following tables provide a reconciliation between the non-GAAP financial measures to the comparable GAAP measures as reported in our consolidated statement of income for the periods indicated and related financial ratios.



	For the Nine Months Ended September 30, 2015
(In Thousands, Except Per Share Data)	As Reported				Effect of Change in Tax Legislation				Non-GAAP
Income before income tax expense		$	89,904			$	—			$	89,904
Income tax expense		20,260				11,404				31,664
Net income		69,644				(11,404		)		58,240
Preferred stock dividends		6,582				—				6,582
Net income available to common shareholders		$	63,062			$	(11,404	)		$	51,658
Basic and diluted earnings per common share		$	0.63			$	(0.12	)		$	0.51
Return on average:
Common stockholders’ equity		5.67		%		(1.02		)%		4.65		%
Tangible common stockholders’ equity		6.48				(1.17		)		5.31
Assets		0.60				(0.10		)		0.50
Effective tax rate		22.54				12.68				35.22

Net Interest Income

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends primarily upon the volume of interest-earning assets and interest-bearing liabilities and the corresponding interest rates earned or paid. Our net interest income is significantly impacted by changes in interest rates and market yield curves and their related impact on cash flows. See Part I, Item 3, “Quantitative and Qualitative Disclosures About Market Risk,” for further discussion of the potential impact of changes in interest rates on our results of operations.

Net interest income decreased $1.1 million to $83.6 million for the three months ended September 30, 2016, compared to $84.7 million for the three months ended September 30, 2015, and decreased $5.6 million to $250.0 million for the nine months ended September 30, 2016, compared to $255.6 million for the nine months ended September 30, 2015, reflecting a decrease in our balance sheet, partially offset by an increase in the net interest margin. The net interest rate spread was 2.31% for the three months ended September 30, 2016 compared to 2.30% for the three months ended September 30, 2015, and increased two basis points to 2.29% for the nine months ended September 30, 2016, from 2.27% for the nine months ended September 30, 2015. The net interest margin increased two basis points to 2.39% for the three months ended September 30, 2016, from 2.37% for the three months ended September 30, 2015 and increased two basis points to 2.37% for the nine months ended September 30, 2016, from 2.35% for the nine months ended September 30, 2015. The decreases in net interest income reflected a decline in interest income, partially offset by a decline in interest expense. The decrease in interest income for the 2016 third quarter, compared to the 2015 third quarter, reflected a significant decline in the average balance of our residential mortgage loan portfolio as well as a decline in the average yield of multi-family and commercial real estate mortgage loans, partially offset by an increase in the average balances of mortgage-backed and other securities, and our multi-family and commercial real estate mortgage loan portfolio. The decrease in interest expense for the 2016 third quarter, compared to the same period a year ago, was primarily due to a decline in the average balance and average cost of our certificates of deposit, coupled with a decrease in the average balance of borrowings,

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partially offset by an increase in the average cost of borrowings. The decrease in interest income for the nine months ended September 30, 2016, compared to the same period a year ago, reflected a significant decline in the average balance of our residential mortgage loan portfolio as well as a decline in the average yield of multi-family and commercial real estate mortgage loans, partially offset by an increase in the average balances of mortgage-backed and other securities, and our multi-family and commercial real estate mortgage loan portfolio. The decrease in interest expense for the nine months ended September 30, 2016, compared to the same period a year ago, was primarily due to a decline in the average balance and average cost of our certificates of deposit, coupled with a decrease in the average balance of borrowings, partially offset by an increase in the average cost of borrowings. The average balance of net interest-earning assets increased $28.6 million to $1.15 billion for the three months ended September 30, 2016, from $1.12 billion for the three months ended September 30, 2015, and increased $48.9 million to $1.16 billion for the nine months ended September 30, 2016, from $1.11 billion for the nine months ended September 30, 2015.

The changes in average interest-earning assets and interest-bearing liabilities and their related yields and costs are discussed in greater detail under “Interest Income” and “Interest Expense.”

Analysis of Net Interest Income

The following table sets forth certain information about the average balances of our assets and liabilities and their related yields and costs for the periods indicated. Average yields are derived by dividing income by the average balance of the related assets and average costs are derived by dividing expense by the average balance of the related liabilities, for the periods shown. Average balances are derived from average daily balances. The yields and costs include amortization of fees, costs, premiums and discounts which are considered adjustments to interest rates.

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	For the Three Months Ended September 30,
	2016							2015
(Dollars in Thousands)	Average Balance		Interest		Average Yield/ Cost			Average Balance		Interest		Average Yield/ Cost
					(Annualized)							(Annualized)
Assets:
Interest-earning assets:
Mortgage loans (1):
Residential	$	5,599,532	$	44,582		3.18	%	$	6,359,317	$	49,899		3.14	%
Multi-family and commercial real estate	4,880,055		47,795			3.92		4,789,550		47,979			4.01
Consumer and other loans (1)	248,053		2,456			3.96		245,987		2,208			3.59
Total loans	10,727,640		94,833			3.54		11,394,854		100,086			3.51
Mortgage-backed and other securities (2)	3,024,369		17,873			2.36		2,608,324		15,816			2.43
Interest-earning cash accounts	107,872		110			0.41		147,229		109			0.30
FHLB-NY stock	134,553		1,526			4.54		134,648		1,407			4.18
Total interest-earning assets	13,994,434		114,342			3.27		14,285,055		117,418			3.29
Goodwill	185,151							185,151
Other non-interest-earning assets	757,396							728,658
Total assets	$	14,936,981						$	15,198,864

Liabilities and stockholders’ equity:
Interest-bearing liabilities:
NOW and demand deposit (3)	$	2,464,974	$	204		0.03		$	2,273,963	$	198		0.03
Money market	2,692,930		1,911			0.28		2,487,984		1,645			0.26
Savings	2,093,032		264			0.05		2,171,057		273			0.05
Total core deposits	7,250,936		2,379			0.13		6,933,004		2,116			0.12
Certificates of deposit	1,676,833		4,084			0.97		2,153,084		6,461			1.20
Total deposits	8,927,769		6,463			0.29		9,086,088		8,577			0.38
Borrowings	3,916,586		24,238			2.48		4,077,448		24,107			2.36
Total interest-bearing liabilities	12,844,355		30,701			0.96		13,163,536		32,684			0.99
Non-interest-bearing liabilities	391,504							398,874
Total liabilities	13,235,859							13,562,410
Stockholders’ equity	1,701,122							1,636,454
Total liabilities and stockholders’ equity	$	14,936,981						$	15,198,864

Net interest income/ net interest rate spread (4)			$	83,641		2.31	%			$	84,734		2.30	%

Net interest-earning assets/ net interest margin (5)	$	1,150,079				2.39	%	$	1,121,519				2.37	%

Ratio of interest-earning assets to interest-bearing liabilities	1.09 x							1.09 x

__________________________________


(1)	Mortgage loans and consumer and other loans include loans held-for-sale and non-performing loans and exclude the allowance for loan losses.


(2)	Securities available-for-sale are included at average amortized cost.


(3)	NOW and demand deposit accounts include non-interest bearing accounts with an average balance of $1.06 billion for the three months ending September 30, 2016 and $931.2 million for the three months ending September 30, 2015.


(4)	Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.


(5)	Net interest margin represents net interest income divided by average interest-earning assets.

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	For the Nine Months Ended September 30,
	2016							2015
(Dollars in Thousands)	Average Balance		Interest		Average Yield/ Cost			Average Balance		Interest		Average Yield/ Cost
					(Annualized)							(Annualized)
Assets:
Interest-earning assets:
Mortgage loans (1):
Residential	$	5,774,879	$	137,640		3.18	%	$	6,585,735	$	155,236		3.14	%
Multi-family and commercial real estate	4,892,522		141,207			3.85		4,809,988		144,082			3.99
Consumer and other loans (1)	253,730		7,263			3.82		250,509		6,640			3.53
Total loans	10,921,131		286,110			3.49		11,646,232		305,958			3.50
Mortgage-backed and other securities (2)	2,879,787		52,177			2.42		2,555,034		46,124			2.41
Interest-earning cash accounts	126,976		346			0.36		141,795		305			0.29
FHLB-NY stock	132,255		4,434			4.47		138,890		4,390			4.21
Total interest-earning assets	14,060,149		343,067			3.25		14,481,951		356,777			3.28
Goodwill	185,151							185,151
Other non-interest-earning assets	755,101							726,154
Total assets	$	15,000,401						$	15,393,256

Liabilities and stockholders’ equity:
Interest-bearing liabilities:
NOW and demand deposit (3)	$	2,435,367	$	602		0.03		$	2,255,767	$	581		0.03
Money market	2,648,070		5,481			0.28		2,429,875		4,799			0.26
Savings	2,113,229		793			0.05		2,204,226		824			0.05
Total core deposits	7,196,666		6,876			0.13		6,889,868		6,204			0.12
Certificates of deposit	1,774,207		13,606			1.02		2,361,325		23,046			1.30
Total deposits	8,970,873		20,482			0.30		9,251,193		29,250			0.42
Borrowings	3,931,114		72,606			2.46		4,121,519		71,922			2.33
Total interest-bearing liabilities	12,901,987		93,088			0.96		13,372,712		101,172			1.01
Non-interest-bearing liabilities	411,863							408,167
Total liabilities	13,313,850							13,780,879
Stockholders’ equity	1,686,551							1,612,377
Total liabilities and stockholders’ equity	$	15,000,401						$	15,393,256

Net interest income/ net interest rate spread (4)			$	249,979		2.29	%			$	255,605		2.27	%

Net interest-earning assets/ net interest margin (5)	$	1,158,162				2.37	%	$	1,109,239				2.35	%

Ratio of interest-earning assets to interest-bearing liabilities	1.09 x							1.08 x

__________________________________


(1)	Mortgage loans and consumer and other loans include loans held-for-sale and non-performing loans and exclude the allowance for loan losses.


(2)	Securities available-for-sale are included at average amortized cost.


(3)	NOW and demand deposit accounts include non-interest bearing accounts with an average balance of $1.04 billion for the nine months ending September 30, 2016 and $917.0 million for the nine months ending September 30, 2015.


(4)	Net interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.


(5)	Net interest margin represents net interest income divided by average interest-earning assets.

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Rate/Volume Analysis

The following table presents the extent to which changes in interest rates and changes in the volume of interest-earning assets and interest-bearing liabilities have affected our interest income and interest expense during the periods indicated. Information is provided in each category with respect to (1) the changes attributable to changes in volume (changes in volume multiplied by prior rate), (2) the changes attributable to changes in rate (changes in rate multiplied by prior volume), and (3) the net change. The changes attributable to the combined impact of volume and rate have been allocated proportionately to the changes due to volume and the changes due to rate.



	Increase (Decrease) for the Three Months ended September 30, 2016 Compared to the Three Months ended September 30, 2015									Increase (Decrease) for the Nine Months ended September 30, 2016 Compared to the Nine Months ended September 30, 2015
(In Thousands)	Volume			Rate			Net			Volume			Rate			Net
Interest-earning assets:
Mortgage loans:
Residential	$	(5,954	)	$	637		$	(5,317	)	$	(19,527	)	$	1,931		$	(17,596	)
Multi-family and commercial real estate	901			(1,085		)	(184		)	2,373			(5,248		)	(2,875		)
Consumer and other loans	19			229			248			84			539			623
Mortgage-backed and other securities	2,515			(458		)	2,057			5,861			192			6,053
Interest-earning cash accounts	(34		)	35			1			(32		)	73			41
FHLB-NY stock	(1		)	120			119			(217		)	261			44
Total	(2,554		)	(522		)	(3,076		)	(11,458		)	(2,252		)	(13,710		)
Interest-bearing liabilities:
NOW and demand deposit	6			—			6			21			—			21
Money market	138			128			266			367			315			682
Savings	(9		)	—			(9		)	(31		)	—			(31		)
Certificates of deposit	(1,274		)	(1,103		)	(2,377		)	(5,058		)	(4,382		)	(9,440		)
Borrowings	(1,011		)	1,142			131			(3,330		)	4,014			684
Total	(2,150		)	167			(1,983		)	(8,031		)	(53		)	(8,084		)
Net change in net interest income	$	(404	)	$	(689	)	$	(1,093	)	$	(3,427	)	$	(2,199	)	$	(5,626	)

Interest Income

Interest income decreased $3.1 million to $114.3 million for the three months ended September 30, 2016, from $117.4 million for the three months ended September 30, 2015, due to a decrease of $290.6 million in the average balance of interest-earning assets to $13.99 billion for the three months ended September 30, 2016, from $14.29 billion for the three months ended September 30, 2015, coupled with a decrease in the average yield on interest-earning assets to 3.27% for the three months ended September 30, 2016, from 3.29% for the three months ended September 30, 2015. The decrease in the average balance of interest-earning assets was primarily due to a significant decline in the average balance of residential mortgage loans, partially offset by increases in the average balances of mortgage-backed and other securities and multi-family and commercial real estate mortgage loans. The decrease in the average yield on interest-earning assets was primarily due to a lower average yield on multi-family and commercial real estate mortgage loans.

Interest income on residential mortgage loans decreased $5.3 million to $44.6 million for the three months ended September 30, 2016, from $49.9 million for the three months ended September 30, 2015, due to a decrease of $759.8 million in the average balance to $5.60 billion for the three months ended September 30, 2016, from $6.36 billion for the three months ended September 30, 2015, partially offset by a slight increase in the average yield to 3.18% for the three months ended September 30, 2016, from 3.14% for the three

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months ended September 30, 2015. The decrease in the average balance of residential mortgage loans reflected the continued decline of this portfolio as repayments outpaced our originations over the past year. The increase in the average yield was primarily due to the impact of the upward repricing of our ARM loans, reflecting slightly higher short-term market interest rates, offset by new originations at lower interest rates than the interest rates on loans repaid over the past year, and the slight increase in net premium and deferred loan origination cost amortization to $2.7 million for the three months ended September 30, 2016, from $2.6 million for the three months ended September 30, 2015.

Interest income on multi-family and commercial real estate mortgage loans decreased $184,000 to $47.8 million for the three months ended September 30, 2016, from $48.0 million for the three months ended September 30, 2015, due to a decrease in the average yield to 3.92% for the three months ended September 30, 2016, from 4.01% for the three months ended September 30, 2015, partially offset by an increase of $90.5 million in the average balance to $4.88 billion for the three months ended September 30, 2016, from $4.79 billion for the three months ended September 30, 2015. The increase in the average balance of multi-family and commercial real estate loans was attributable to originations of such loans which exceeded repayments over the past year. The decrease in the average yield was primarily due to new originations at interest rates below the weighted average interest rate of the portfolio as well as the interest rates on loans repaid and lower prepayment penalties collected in the three months ended September 30, 2016 compared to the three months ended September 30, 2015. Prepayment penalties decreased to $3.1 million for the three months ended September 30, 2016, compared to $3.3 million for the three months ended September 30, 2015.

Interest income on mortgage-backed and other securities increased $2.1 million to $17.9 million for the three months ended September 30, 2016, from $15.8 million for the three months ended September 30, 2015, primarily due to an increase of $416.0 million in the average balance of the portfolio to $3.02 billion for the three months ended September 30, 2016, from $2.61 billion for the three months ended September 30, 2015, reflecting securities purchases over the past year in excess of repayments and sales.

Interest income decreased $13.7 million to $343.1 million for the nine months ended September 30, 2016, from $356.8 million for the nine months ended September 30, 2015, due to a decrease of $421.8 million in the average balance of interest-earning assets to $14.06 billion for the nine months ended September 30, 2016, from $14.48 billion for the nine ended September 30, 2015, coupled with a decrease in the average yield on interest-earning assets to 3.25% for the nine months ended September 30, 2016, from 3.28% for the nine months ended September 30, 2015.

Interest income on residential mortgage loans decreased $17.6 million to $137.6 million for the nine months ended September 30, 2016, from $155.2 million for the nine months ended September 30, 2015, due to a decrease of $810.9 million in the average balance to $5.77 billion for the nine months ended September 30, 2016, from $6.59 billion for the nine months ended September 30, 2015, partially offset by a slight increase in the average yield to 3.18% for the nine months ended September 30, 2016, from 3.14% for the nine months ended September 30, 2015. Net premium and deferred loan origination cost amortization totaled $7.4 million for the nine months ended September 30, 2016 compared to $8.3 million for the nine months ended September 30, 2015.

Interest income on multi-family and commercial real estate mortgage loans decreased $2.9 million to $141.2 million for the nine months ended September 30, 2016, from $144.1 million for the nine months ended September 30, 2015, due to a decrease in the average yield to 3.85% for the nine months ended September 30, 2016, from 3.99% for the nine months ended September 30, 2015, partially offset by an increase of $82.5 million in the average balance to $4.89 billion for the nine months ended September 30, 2016, from $4.81 billion for the nine months ended September 30, 2015. Prepayment penalties decreased to $6.8 million for

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the nine months ended September 30, 2016, compared to $9.2 million for the nine months ended September 30, 2015.

Interest income on mortgage-backed and other securities increased $6.1 million to $52.2 million for the nine months ended September 30, 2016, from $46.1 million for the nine months ended September 30, 2015, primarily due to an increase of $324.8 million in the average balance of the portfolio to $2.88 billion for the nine months ended September 30, 2016, from $2.56 billion for the nine months ended September 30, 2015.

Except as noted above, the principal reasons for the changes in the average yields and average balances of the various assets noted above for the nine months ended September 30, 2016 are consistent with the principal reasons for the changes noted for the three months ended September 30, 2016.

Interest Expense

Interest expense decreased $2.0 million to $30.7 million for the three months ended September 30, 2016, from $32.7 million for the three months ended September 30, 2015, primarily due to a decrease of $319.2 million in the average balance of interest-bearing liabilities to $12.84 billion for the three months ended September 30, 2016, from $13.16 billion for the three months ended September 30, 2015, coupled with a decrease in the average cost of interest-bearing liabilities to 0.96% for the three months ended September 30, 2016, from 0.99% for the three months ended September 30, 2015. The decrease in the average balance of interest-bearing liabilities is primarily due to the decreases in the average balances of certificates of deposit and borrowings. The decrease in the average cost of interest-bearing liabilities primarily reflected a decrease in the average cost of certificates of deposit, partially offset by an increase in the average cost of borrowings.

Interest expense on total deposits decreased $2.1 million to $6.5 million for the three months ended September 30, 2016, from $8.6 million for the three months ended September 30, 2015, due to a decrease of $158.3 million in the average balance of total deposits to $8.93 billion for the three months ended September 30, 2016, from $9.09 billion for the three months ended September 30, 2015, coupled with a decrease in the average cost to 0.29% for the three months ended September 30, 2016, from 0.38% for the three months ended September 30, 2015. The decreases in the average balance and average cost of total deposits was primarily due to decreases in the average balance and average cost of certificates of deposit, partially offset by an increase in the average balance of money market accounts. The decrease in the average balance of certificates of deposit and the increase in the average balance of money market accounts were reflective of our efforts to reposition the liability mix of our balance sheet to increase our core deposits and reduce certificates of deposit.

Interest expense on certificates of deposit decreased $2.4 million to $4.1 million for the three months ended September 30, 2016, from $6.5 million for the three months ended September 30, 2015, due to a decrease of $476.3 million in the average balance, coupled with a decrease in the average cost to 0.97% for the three months ended September 30, 2016, from 1.20% for the three months ended September 30, 2015. The decrease in the average cost of certificates of deposit reflects the impact of certificates of deposit at higher interest rates maturing and being replaced at lower interest rates. During the three months ended September 30, 2016, $228.0 million of certificates of deposit, with a weighted average interest rate of 0.40% and a weighted average maturity at inception of 16 months, matured and $165.9 million of certificates of deposit were issued or repriced, with a weighted average interest rate of 0.20% and a weighted average maturity at inception of 10 months.

Interest expense on borrowings increased $131,000 to $24.2 million for the three months ended September 30, 2016, from $24.1 million for the three months ended September 30, 2015, due to an increase in the average

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cost to 2.48% for the three months ended September 30, 2016, from 2.36% for the three months ended September 30, 2015, partially offset by a decrease of $160.9 million in the average balance to $3.92 billion for the three months ended September 30, 2016, from $4.08 billion for the three months ended September 30, 2015. The increase in the average cost of borrowings for the 2016 third quarter compared to the 2015 third quarter was primarily due to an increase in short term interest rates, resulting from the increase in the federal funds rate in December 2015.

Interest expense decreased $8.1 million to $93.1 million for the nine months ended September 30, 2016, from $101.2 million for the nine months ended September 30, 2015, due to a decrease of $470.7 million in the average balance of interest-bearing liabilities to $12.90 billion for the nine months ended September 30, 2016, from $13.37 billion for the nine months ended September 30, 2015, coupled with a decrease in the average cost of interest-bearing liabilities to 0.96% for the nine months ended September 30, 2016, from 1.01% for the nine months ended September 30, 2015.

Interest expense on total deposits decreased $8.8 million to $20.5 million for the nine months ended September 30, 2016, from $29.3 million for the nine months ended September 30, 2015, due to a decrease of $280.3 million in the average balance of total deposits to $8.97 billion for the nine months ended September 30, 2016, from $9.25 billion for the nine months ended September 30, 2015, coupled with a decrease in the average cost to 0.30% for the nine months ended September 30, 2016, from 0.42% for the nine months ended September 30, 2015.

Interest expense on certificates of deposit decreased $9.4 million to $13.6 million for the nine months ended September 30, 2016, from $23.0 million for the nine months ended September 30, 2015, due to a decrease of $587.1 million in the average balance, coupled with a decrease in the average cost to 1.02% for the nine months ended September 30, 2016, from 1.30% for the nine months ended September 30, 2015. During the nine months ended September 30, 2016, $1.02 billion of certificates of deposit, with a weighted average interest rate of 0.91% and a weighted average maturity at inception of 26 months, matured and $665.3 million of certificates of deposit were issued or repriced, with a weighted average interest rate of 0.34% and a weighted average maturity at inception of 16 months.

Interest expense on borrowings increased $684,000 to $72.6 million for the nine months ended September 30, 2016, from $71.9 million for the nine months ended September 30, 2015, due to an increase in the average cost to 2.46% for the nine months ended September 30, 2016, from 2.33% for the nine months ended September 30, 2015, partially offset by a decrease of $190.4 million in the average balance to $3.93 billion for the nine months ended September 30, 2016, from $4.12 billion for the nine months ended September 30, 2015.

Except as noted above, the principal reasons for the changes in the average costs and average balances of the various liabilities noted above for the nine months ended September 30, 2016 are consistent with the principal reasons for the changes noted for the three months ended September 30, 2016.

Provision for Loan Losses Credited to Operations

We review our allowance for loan losses on a quarterly basis. Material factors considered during our quarterly review are the composition and size of our loan portfolio, the levels and composition of delinquent and non-performing loans, our loss history and our evaluation of the housing and real estate markets and the current economic environment. We continue to closely monitor the local and national real estate markets and other factors related to risks inherent in our loan portfolio. We are impacted by both national and regional economic factors, with residential mortgage loans from various regions of the country held in our portfolio and our

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multi-family and commercial real estate mortgage loan portfolio concentrated in the New York metropolitan area.

We recorded a provision for loan losses credited to operations of $1.0 million for the three months ended September 30, 2016 and $7.1 million for the nine months ended September 30, 2016. This compares to a provision for loan losses credited to operations of $4.4 million for the three months ended September 30, 2015 and $7.7 million for the nine months ended September 30, 2015. We had net loan charge-offs of $1.3 million for the three months ended September 30, 2016 and $3.2 million for the nine months ended September 30, 2016. This compares to net loan recoveries of $439,000 for the three months ended September 30, 2015 and net loan charge-offs of $351,000 for the nine months ended September 30, 2015. Our allowance for loan losses decreased to $87.7 million at September 30, 2016, representing 0.83% of total loans, compared to $98.0 million, or 0.88% of total loans, at December 31, 2015. We continue to maintain our allowance for loan losses at a level which we believe is appropriate given the contraction of the overall loan portfolio, as well as reductions in the balances of certain loan classes we believe bear higher risk, such as residential interest-only loans, residential mortgage loans originated prior to 2008 and multi-family and commercial real estate mortgage loans originated prior to 2011, and the quality of our loan originations.

For further discussion of the methodology used to determine the allowance for loan losses, see “Critical Accounting Policies-Allowance for Loan Losses” and for further discussion of our loan portfolio composition and non-performing loans, see “Asset Quality” and Note 4 of Notes to Consolidated Financial Statements (Unaudited) in Part I, Item 1, “Financial Statements (Unaudited).”

Non-Interest Income

Non-interest income decreased $86,000 to $12.8 million for the three months ended September 30, 2016, from $12.9 million for the three months ended September 30, 2015, primarily due to a decrease in customer service fees, partially offset by an increase in mortgage banking income, net and other non-interest income. For the nine months ended September 30, 2016, non-interest income decreased $5.0 million to $36.1 million, from $41.1 million for the nine months ended September 30, 2015, primarily due to decreases in customer service fees and mortgage banking income, net.

Customer service fees decreased $1.2 million to $7.1 million for the three months ended September 30, 2016, from $8.3 million for the three months ended September 30, 2015, and decreased $3.8 million to $21.6 million for the nine months ended September 30, 2016, from $25.4 million for the nine months ended September 30, 2015. These declines were primarily due to the discontinuation of one of our deposit programs in the middle of the third quarter of 2015 coupled with lower commission income on sales of annuity products and checking account charges, including overdraft charges and inactivity charges, during the three and nine months ended September 30, 2016 compared to the 2015 periods.

Mortgage banking income, net, which includes loan servicing fees, net gain on sales of loans, amortization of MSR and valuation allowance adjustments for the impairment of MSR valuation, increased $784,000 to $916,000 for the three months ended September 30, 2016, from $132,000 for the three months ended September 30, 2015. The increase was primarily due to a lower provisions recorded in the valuation allowance for the impairment of MSR in the three months ended September 30, 2016. For the nine months ended September 30, 2016, mortgage banking income, net, decreased $1.5 million to $1.0 million, from $2.5 million for the nine months ended September 30, 2015, primarily due to provisions recorded in the valuation allowance for the impairment of MSR for the nine months ended September 30, 2016. The provisions recorded in the 2016 periods were reflective of increases in the weighted average constant prepayment rate on mortgages, and corresponding decreases in the estimated weighted average life of the servicing portfolio,

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at September 30, 2016 compared to September 30, 2015, primarily attributable to the decrease in U.S. Treasury rates during the nine months of 2016.

Non-Interest Expense

Non-interest expense decreased $3.9 million to $68.7 million for the three months ended September 30, 2016, from $72.6 million for the three months ended September 30, 2015, and decreased $6.3 million to $208.3 million for the nine months ended September 30, 2016, compared to $214.6 million for the nine months ended September 30, 2015. These decreases primarily reflected declines in federal deposit insurance premium expense, advertising and other non-interest expense. Our percentage of general and administrative expense to average assets, annualized, was 1.84% for the three months ended September 30, 2016 and 1.85% for the nine months ended September 30, 2016, compared to 1.91% for the three months ended September 30, 2015 and 1.86% for the nine months ended September 30, 2015.

Federal deposit insurance premium expense decreased $1.0 million to $3.2 million for the three months ended September 30, 2016, compared to $4.2 million for the three months ended September 30, 2015, and decreased $3.0 million to $9.7 million for the nine months ended September 30, 2016, compared to $12.7 million for the nine months ended September 30, 2015, primarily due to a reduction in our assessment rate and a reduction in our assessment base.

Advertising expense decreased $2.0 million to $742,000 for the three months ended September 30, 2016, compared to $2.8 million for the three months ended September 30, 2015, and decreased $2.6 million to $5.2 million for the nine months ended September 30, 2016, compared to $7.8 million for the nine months ended September 30, 2015 due to the differences in the timing of advertising campaigns during the three- and nine-month periods ended September 30, 2016 compared to the three- and nine-month periods ended September 30, 2015. Other non-interest expense decreased $947,000 to $7.4 million for the three months ended September 30, 2016, compared to $8.3 million for the three months ended September 30, 2015, primarily due to decreases in consulting fees, checking account expense related to the customer value program discontinued in 2015, off balance sheet provisions and recruiting fees. These decreases were partially offset by increases in various other expenses, including merger related expenses in 2016 and REO related expenses. For the nine months ended September 30, 2016, declines in these various other expenses were partially offset by merger related expenses, increases in REO related expenses, OCC assessment expense, charitable contributions and miscellaneous office and stationary expenses, resulting in a decrease in other expenses to $22.7 million, compared to $24.1 million for the nine months ended September 30, 2015.

Income Tax Expense

For the three months ended September 30, 2016, income tax expense totaled $10.0 million, representing an effective tax rate of 34.9%, and for the nine months ended September 30, 2016, income tax expense totaled $29.3 million, representing an effective tax rate of 34.5%. This compares to income tax expense of $10.5 million, representing an effective tax rate of 35.8% and $20.3 million, representing an effective tax rate of 22.5% for both the three and nine months ended September 30, 2015. The reduction in income tax expense for the nine months ended September 30, 2015 was due to 2015 NY State and State of Connecticut enacted tax legislation that was signed into law during the second quarter of 2015. The result of these legislative changes was an increase of $11.4 million in our net deferred tax asset in the statement of financial condition with a corresponding reduction in income tax expense for the nine months ended September 30, 2015.

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Asset Quality

One of our key operating objectives has been and continues to be to maintain a high level of asset quality. We continue to employ sound underwriting standards for new loan originations. Through a variety of strategies, including, but not limited to, collection efforts and the marketing of delinquent and non-performing loans and foreclosed properties, we have been proactive in addressing problem and non-performing assets which, in turn, has helped to maintain the strength of our financial condition.

As a result of our continuing efforts to reposition the asset mix of our balance sheet, we have experienced increases in our multi-family and commercial real estate mortgage loan portfolio and declines in our residential mortgage loan portfolio over the past few years. Our multi-family mortgage loan portfolio increased to represent 39% of our total loan portfolio at September 30, 2016, compared to 36% at December 31, 2015. In contrast, our residential mortgage loan portfolio decreased to represent 52% of our total loan portfolio at September 30, 2016, compared to 54% at December 31, 2015. At September 30, 2016 and December 31, 2015, our commercial real estate mortgage loan portfolio represented 7% of our total loan portfolio, with the remainder of our portfolio consisting of consumer and other loans.

We continue to adhere to prudent underwriting standards. We underwrite our residential mortgage loans primarily based upon our evaluation of the borrower’s ability to pay. We do not originate negative amortization loans, payment option loans or other loans with short-term interest-only periods. Additionally, we do not originate one-year ARM loans. The ARM loans in our portfolio which currently reprice annually represent hybrid ARM loans (interest-only and amortizing) which have passed their initial fixed rate period. Interest-only loans in our portfolio require the borrower to pay interest only during the first ten years of the loan term. After the tenth anniversary of the loan, principal and interest payments are required to amortize the loan over the remaining loan term. During the 2010 third quarter, we stopped offering interest-only loans. At September 30, 2016, $1.42 billion of residential mortgage loans originated in prior years as interest-only loans were included in our portfolio of amortizing residential mortgage loans as a result of a refinance with us or through the conversion to amortizing loans at the end of their initial interest-only period, of which $233.7 million were refinanced or converted to amortizing loans during the nine months ended September 30, 2016. Non-performing amortizing residential mortgage loans at September 30, 2016 included $79.2 million of loans originated as interest-only loans that are amortizing as a result of a refinance with us or through the conversion to amortizing at the end of their initial interest-only period. Reduced documentation loans in our portfolio are comprised primarily of SIFA (stated income, full asset) loans. To a lesser extent, reduced documentation loans in our portfolio also include SISA (stated income, stated asset) loans. During the 2007 fourth quarter, we stopped offering reduced documentation loans.

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The following table provides further details on the composition of our residential mortgage loan portfolio in dollar amounts and percentages of the portfolio at the dates indicated.



	At September 30, 2016				At December 31, 2015
(Dollars in Thousands)	Amount		Percent of Total		Amount		Percent of Total
Residential mortgage loans:
Full documentation interest-only (1)	$	289,625	5.27	%	$	432,288	7.19	%
Full documentation amortizing (2)	4,441,654		80.75		4,697,966		78.10
Reduced documentation interest-only (1)(3)	142,092		2.58		303,231		5.04
Reduced documentation amortizing (3)(4)	627,043		11.40		581,930		9.67
Total residential mortgage loans	$	5,500,414	100.00	%	$	6,015,415	100.00	%


(1)	Includes interest-only hybrid ARM loans originated prior to 2007 which were underwritten at the initial note rate, which may have been a discounted rate, totaling $126.2 million at September 30, 2016 and $388.0 million at December 31, 2015.


(2)	Includes loans previously categorized as full documentation interest-only that have converted to full documentation amortizing status totaling $958.3 million at September 30, 2016 and $992.0 million at December 31, 2015.


(3)	Includes SISA loans totaling $119.6 million at September 30, 2016 and $135.7 million at December 31, 2015.


(4)	Includes loans previously categorized as reduced documentation interest-only that have converted to reduced documentation amortizing status totaling $459.8 million at September 30, 2016 and $365.4 million at December 31, 2015.

Non-Performing Assets

The following table sets forth information regarding non-performing assets at the dates indicated.



(Dollars in Thousands)	At September 30, 2016				At December 31, 2015
Non-performing loans (1) (2):
Mortgage loans:
Residential		$	134,926			$	120,336
Multi-family		5,746				6,833
Commercial real estate		5,232				3,939
Consumer and other loans		5,000				7,108
Total non-performing loans		150,904				138,216
REO, net (3)		14,592				19,798
Total non-performing assets		$	165,496			$	158,014
Non-performing loans to total loans		1.42		%		1.24		%
Non-performing loans to total assets		1.02				0.92
Non-performing assets to total assets		1.12				1.05
Allowance for loan losses to non-performing loans		58.12				70.90
Allowance for loan losses to total loans		0.83				0.88

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(1)	Non-performing loans, substantially all of which are non-accrual loans, included loans modified in a TDR totaling $64.0 million at September 30, 2016 and $61.0 million at December 31, 2015. Non-performing loans exclude loans held-for-sale and loans which have been modified in a TDR that have been returned to accrual status.


(2)	Includes mortgage loans 90 days or more past due, primarily as to their maturity date but not their interest due, and still accruing interest totaling $476,000 at September 30, 2016 and $332,000 at December 31, 2015.


(3)	At September 30, 2016, REO, all of which were residential properties, is net of a valuation allowance of $1.2 million. At December 31, 2015, REO is net of a valuation allowance of $1.3 million and included residential properties with a carrying value of $17.8 million.

Total non-performing assets increased $7.5 million to $165.5 million at September 30, 2016 compared to $158.0 million at December 31, 2015, due to an increase in non-performing loans, partially offset by a decrease in REO, net. The ratio of non-performing assets to total assets increased to 1.12% at September 30, 2016, compared to 1.05% at December 31, 2015, primarily due to the increase in non-performing assets.

Non-performing loans, which are comprised primarily of mortgage loans and exclude loans held-for-sale, increased $12.7 million to $150.9 million at September 30, 2016, compared to $138.2 million at December 31,

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2015. The ratio of non-performing loans to total loans was 1.42% at September 30, 2016, compared to 1.24% at December 31, 2015. The increase in non-performing loans at September 30, 2016 compared to December 31, 2015 was primarily attributable to an increase in non-performing residential mortgage loans, comprised primarily of loans recently converted from interest-only to amortizing, partially offset by a decrease in non-performing consumer and other loans. The changes in non-performing loans during any period are taken into account when determining the allowance for loan losses because the allowance coverage percentages related to our non-performing loans are generally higher than the allowance coverage percentages related to our performing loans. In evaluating our allowance coverage percentages for non-performing loans, we consider our aggregate historical loss experience with respect to the ultimate disposition of the underlying collateral. REO, net, decreased $5.2 million to $14.6 million at September 30, 2016, compared to $19.8 million at December 31, 2015, reflecting an excess of the volume of REO sold over the volume of loans that shifted from non-performing delinquent loans to REO through the completion of the foreclosure process during the nine months ended September 30, 2016.

We may agree, in certain instances, to modify the contractual terms of a borrower’s loan. In cases where such modifications represent a concession to a borrower experiencing financial difficulty, the modification is considered a TDR. Modifications as a result of a TDR may include, but are not limited to, interest rate modifications, payment deferrals, restructuring of payments to interest-only from amortizing and/or extensions of maturity dates. Modifications which result in insignificant payment delays and payment shortfalls are generally not classified as a TDR. Residential mortgage loans discharged in a Chapter 7 bankruptcy filing are also reported as loans modified in a TDR as relief granted by a court is also viewed as a concession to the borrower in the loan agreement. Loans modified in a TDR are individually classified as impaired and are initially placed on non-accrual status regardless of their delinquency status and reported as non-performing loans. Loans modified in a TDR which are included in non-performing loans totaled $64.0 million at September 30, 2016 and $61.0 million at December 31, 2015, of which $43.5 million at September 30, 2016 and $47.6 million at December 31, 2015 were current or less than 90 days past due. Loans modified in a TDR remain as non-performing loans in non-accrual status until we determine that future collection of principal and interest is reasonably assured. Where we have agreed to modify the contractual terms of a borrower’s loan, we require the borrower to demonstrate performance according to the restructured terms, generally for a period of at least nine months, prior to returning the loan to accrual status. Loans modified in a TDR which have been returned to accrual status are excluded from non-performing loans, but remain classified as impaired. Restructured accruing loans totaled $84.6 million at September 30, 2016 and $101.8 million at December 31, 2015.

We discontinue accruing interest on loans when they become 90 days past due as to their payment due date and at the time a loan is deemed a TDR. We may also discontinue accruing interest on certain other loans because of deterioration in financial or other conditions of the borrower. In addition, we reverse all previously accrued and uncollected interest through a charge to interest income. While loans are in non-accrual status, interest due is monitored and, presuming we deem the remaining recorded investment in the loan to be fully collectible, income is recognized only to the extent cash is received until a return to accrual status is warranted. In some circumstances, we may continue to accrue interest on mortgage loans 90 days or more past due, primarily as to their maturity date but not their interest due. In other cases, we may defer recognition of income until the principal balance has been recovered. If all non-accrual loans at September 30, 2016 and 2015 had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of $4.8 million for the nine months ended September 30, 2016 and $3.9 million for the nine months ended September 30, 2015. Actual payments recorded as interest income, with respect to such loans, totaled $2.1 million for the nine months ended September 30, 2016 and $2.4 million for the nine months ended September 30, 2015.

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In addition to non-performing loans, we had $93.7 million of potential problem loans at September 30, 2016, including $68.5 million of residential mortgage loans and $24.6 million of multi-family and commercial real estate mortgage loans, compared to $131.5 million of potential problem loans at December 31, 2015, including $80.1 million of residential mortgage loans and $50.9 million of multi-family and commercial real estate mortgage loans. Such loans include loans 60-89 days past due and accruing interest and certain other internally adversely classified loans.

Non-performing residential mortgage loans continue to include a greater concentration of reduced documentation loans as compared to the entire residential mortgage loan portfolio. Reduced documentation loans represented only 14% of the residential mortgage loan portfolio, yet represented 47% of non-performing residential mortgage loans at September 30, 2016. The following table provides further details on the composition of our non-performing residential mortgage loans in dollar amounts and percentages of the portfolio, at the dates indicated.



	At September 30, 2016				At December 31, 2015
(Dollars in Thousands)	Amount		Percent of Total		Amount		Percent of Total
Non-performing residential mortgage loans:
Full documentation interest-only	$	16,039	11.89	%	$	18,375	15.27	%
Full documentation amortizing	55,126		40.85		44,529		37.01
Reduced documentation interest-only	18,349		13.60		27,572		22.91
Reduced documentation amortizing	45,412		33.66		29,860		24.81
Total non-performing residential mortgage loans (1)	$	134,926	100.00	%	$	120,336	100.00	%


(1)	Includes $38.0 million of loans less than 90 days past due at September 30, 2016, of which $31.4 million were current, and includes $46.5 million of loans less than 90 days past due at December 31, 2015, of which $37.7 million were current.

The following table provides details on the geographic composition of both our total and non-performing residential mortgage loans at September 30, 2016.



	Residential Mortgage Loans At September 30, 2016
(Dollars in Millions)	Total Loans			Percent of Total Loans			Total Non-Performing Loans (1)			Percent of Total Non-Performing Loans			Non-Performing Loans as Percent of State Totals
State:
New York		$	1,678.1		30.5	%		$	13.0		9.6	%		0.77	%
Connecticut		533.0			9.7			16.6			12.3			3.11
Massachusetts		460.1			8.4			5.6			4.2			1.22
Illinois		424.5			7.7			17.3			12.8			4.08
Virginia		422.2			7.7			13.0			9.6			3.08
New Jersey		412.1			7.5			25.3			18.8			6.14
Maryland		361.7			6.6			21.7			16.1			6.00
California		293.6			5.3			11.6			8.6			3.95
Washington		199.9			3.6			0.7			0.5			0.35
Texas		129.2			2.3			—			—			—
All other states (2)(3)		586.0			10.7			10.1			7.5			1.72
Total		$	5,500.4		100.0	%		$	134.9		100.0	%		2.45	%


(1)	Includes $38.0 million of loans which were current or less than 90 days past due.


(2)	Includes 25 states and Washington, D.C.


(3)	Includes Florida with $89.7 million of total loans, of which $2.8 million were non-performing loans.

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At September 30, 2016, substantially all of our multi-family and commercial real estate mortgage loans and all of our non-performing multi-family and commercial real estate mortgage loans were secured by properties located in the New York metropolitan area.

Delinquent Loans

The following table shows a comparison of delinquent loans at the dates indicated. Delinquent loans are reported based on the number of days the loan payments are past due.



		30-59 Days Past Due					60-89 Days Past Due					90 Days or More Past Due
(Dollars in Thousands)	Number of Loans		Amount			Number of Loans		Amount			Number of Loans		Amount
At September 30, 2016:
Mortgage loans:
Residential		233	$	71,373			54	$	14,028			304	$	96,937
Multi-family		28	4,290				7	562				11	1,893
Commercial real estate		4	808				1	176				—	—
Consumer and other loans		34	1,159				12	577				40	5,000
Total delinquent loans		299	$	77,630			74	$	15,343			355	$	103,830
Delinquent loans to total loans			0.73		%			0.14		%			0.98		%

At December 31, 2015:
Mortgage loans:
Residential		270	$	84,841			68	$	20,965			244	$	73,833
Multi-family		20	2,387				11	2,692				14	2,441
Commercial real estate		2	487				2	1,689				1	572
Consumer and other loans		76	2,358				22	502				50	7,108
Total delinquent loans		368	$	90,073			103	$	25,848			309	$	83,954
Delinquent loans to total loans			0.81		%			0.23		%			0.75		%

Delinquent loans totaled $196.8 million at September 30, 2016, a decrease of $3.1 million compared to $199.9 million at December 31, 2015. The decrease in total delinquent loans at September 30, 2016 compared to December 31, 2015 includes a decrease of $3.2 million in delinquent consumer and other loans, primarily in loans which were 30-59 days past due and 90 days or more past due, and a decrease of $1.8 million in delinquent commercial real estate mortgage loans, primarily in loans which were 60-89 days past due. These decreases were partially offset by an increase of $2.7 million in delinquent residential mortgage loans primarily due to an increase in loans which were 90 days or more past due, partially offset by a decrease in loans which were 30-89 days past due.

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Allowance for Loan Losses

The following table summarizes activity in the allowance for loan losses.



(In Thousands)	For the Nine Months Ended September 30, 2016
Balance at January 1, 2016		$	98,000
Provision credited to operations		(7,128		)
Charge-offs:
Residential		(6,313		)
Multi-family		(409		)
Commercial real estate		(441		)
Consumer and other loans		(1,238		)
Total charge-offs		(8,401		)
Recoveries:
Residential		1,749
Multi-family		1,966
Commercial real estate		981
Consumer and other loans		533
Total recoveries		5,229
Net charge-offs		(3,172		)
Balance at September 30, 2016		$	87,700

While ratio analyses are used as a supplemental tool for evaluating the overall reasonableness of the allowance for loan losses, the adequacy of the allowance for loan losses is ultimately determined by the actual losses and charges recognized in the portfolio. We update our loss analyses quarterly to ensure that our allowance coverage percentages are adequate and the overall allowance for loan losses is our best estimate of loss as of a particular point in time. Our 2016 third quarter analysis of loss severity on residential mortgage loans, defined as the ratio of net write-downs taken through disposition of the asset (typically the sale of REO or a short sale) to the loan’s original principal balance, indicated an average loss severity of approximately 30%, compared to approximately 28% in our 2016 second quarter analysis and approximately 27% in our 2015 fourth quarter analysis. Our analysis in the 2016 third quarter involved a review of residential REO sales and short sales which occurred during the 12 months ended June 30, 2016, and included both full documentation and reduced documentation loans in a variety of states with varying years of origination. Our 2016 third quarter analysis of charge-offs on multi-family and commercial real estate mortgage loans, which generally related to certain delinquent and non-performing loans transferred to held-for-sale and loans modified in a TDR during the 12 months ended June 30, 2016, indicated an average loss severity of approximately 25%, compared to approximately 31% in our 2016 second quarter analysis and approximately 27% in our 2015 fourth quarter analysis. We consider our average loss severity experience as a gauge in evaluating the overall adequacy of our allowance for loan losses. However, the uniqueness of each multi-family and commercial real estate loan, particularly multi-family loans within New York City, many of which are rent stabilized, is also factored into our analyses. We also consider the growth in our multi-family and commercial real estate mortgage loan portfolio in evaluating the adequacy of the allowance for loan losses. The ratio of the allowance for loan losses to non-performing loans was approximately 58% at September 30, 2016, which exceeds our average loss severity experience for our mortgage loan portfolios, supporting our determination that our allowance for loan losses is adequate to cover potential losses.

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ITEM 3. Quantitative and Qualitative Disclosures about Market Risk

As a financial institution, the primary component of our market risk is interest rate risk. The objective of our interest rate risk management policy is to maintain an appropriate mix and level of assets, liabilities and off-balance sheet items to enable us to meet our earnings and/or growth objectives, while maintaining specified minimum capital levels as required by our primary banking regulator and as established by our Board of Directors. We use a variety of analyses to monitor, control and adjust our asset and liability positions, primarily interest rate sensitivity gap analysis, or gap analysis, and net interest income sensitivity analysis. Additional interest rate risk modeling is done by Astoria Bank in conformity with regulatory requirements.

Gap Analysis

Gap analysis measures the difference between the amount of interest-earning assets anticipated to mature or reprice within specific time periods and the amount of interest-bearing liabilities anticipated to mature or reprice within the same time periods. Gap analysis does not indicate the impact of general interest rate movements on our net interest income because the actual repricing dates of various assets and liabilities will differ from our estimates and it does not give consideration to the runoff and repricing rates of the assets and liabilities. In addition to the foregoing, the exercise of embedded call options modeled in the Gap analysis may differ from actual experience.

The following table, referred to as the Gap Table, sets forth the amount of interest-earning assets and interest-bearing liabilities outstanding at September 30, 2016 that we anticipate will reprice or mature in each of the future time periods shown using certain assumptions based on our historical experience and other market-based data available to us. The Gap Table includes $1.95 billion of borrowings, which are callable within one year and on a quarterly basis thereafter, classified primarily according to their maturity dates, which are in the more than one year to three years category and in the more than three years to five years category. In addition, the Gap Table includes callable securities maturing in five years or more with an amortized cost of $344.4 million, substantially all of which are callable within one year, of which $250.1 million are classified according to their projected call dates within one year and $94.3 million are classified according to their maturity dates. The classification of callable borrowings and securities according to their maturity or projected call dates is based on the market value analytics of our interest rate risk model. As indicated in the Gap Table, our one-year interest rate sensitivity gap at September 30, 2016 was positive 8.77% compared to positive 2.19% at December 31, 2015. The change in the one-year cumulative gap is primarily due to an increase in the balances of mortgage loans and securities projected to mature or reprice within one year at September 30, 2016, compared to December 31, 2015.

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	At September 30, 2016
(Dollars in Thousands)	One Year or Less			More than One Year to Three Years			More than Three Years to Five Years			More than Five Years			Total
Interest-earning assets:
Mortgage loans (1)	$	4,608,776		$	2,525,536		$	1,457,115		$	1,694,292		$	10,285,719
Consumer and other loans (1)	202,066			18,583			11,910			5,494			238,053
Interest-earning cash accounts	101,593			—			—			—			101,593
Securities available-for-sale (2)	103,707			61,305			32,056			107,017			304,085
Securities held-to-maturity	632,207			492,558			307,024			1,319,386			2,751,175
FHLB-NY stock	—			—			—			130,820			130,820
Total interest-earning assets	5,648,349			3,097,982			1,808,105			3,257,009			13,811,445
Interest-bearing liabilities:
Savings	306,589			401,673			286,298			1,084,993			2,079,553
Money market	1,359,773			815,796			543,978			—			2,719,547
NOW and demand deposit	95,256			228,230			206,026			1,949,447			2,478,959
Certificates of deposit	722,192			424,427			502,966			—			1,649,585
Borrowings, net (3)	1,864,620			1,000,000			950,000			—			3,814,620
Total interest-bearing liabilities	4,348,430			2,870,126			2,489,268			3,034,440			12,742,264
Interest rate sensitivity gap	1,299,919			227,856			(681,163		)	222,569			$	1,069,181
Cumulative interest rate sensitivity gap	$	1,299,919		$	1,527,775		$	846,612		$	1,069,181

Cumulative interest rate sensitivity gap as a percentage of total assets	8.77		%	10.31		%	5.71		%	7.22		%
Cumulative net interest-earning assets as a percentage of interest-bearing liabilities	129.89		%	121.16		%	108.72		%	108.39		%

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(1)	Mortgage loans and consumer and other loans include loans held-for-sale and exclude non-accrual loans, except non-accrual residential mortgage loans which are current or less than 90 days past due, and the allowance for loan losses.


(2)	At amortized cost.


(3)	Classified according to projected repricing, maturity or call date.

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Net Interest Income Sensitivity Analysis

In managing interest rate risk, we also use an internal income simulation model for our net interest income sensitivity analyses. These analyses measure changes in projected net interest income over various time periods resulting from hypothetical changes in interest rates. The interest rate scenarios most commonly analyzed reflect gradual and reasonable changes over a specified time period, which is typically one or two years. The base net interest income projection utilizes assumptions similar to those reflected in the Gap Table, assumes that cash flows are reinvested in similar assets and liabilities and that interest rates as of the reporting date remain constant over the projection period. For each alternative interest rate scenario, corresponding changes in the forecasted cash flows and repricing characteristics of each financial instrument, consisting of all our interest-earning assets and interest-bearing liabilities are made to determine the impact on net interest income.

We perform analyses of interest rate increases and decreases of up to 400 basis points (when reasonably practical) over various time horizons although changes in interest rates of 200 basis points over a one year horizon is a more common and reasonable scenario for analytical purposes. Assuming the entire yield curve was to increase 200 basis points, through quarterly parallel increments of 50 basis points, our projected net interest income for the 12 month period beginning October 1, 2016 would decrease by approximately 2.09% from the base projection. At December 31, 2015, in the up 200 basis point scenario, our projected net interest income for the 12 month period beginning January 1, 2016 would have decreased by approximately 2.09% from the base projection. The current low interest rate environment prevents us from performing an income simulation for a decline in interest rates of the same magnitude and timing as our rising interest rate simulation, since certain asset yields, liability costs and related indices are below 2.00%. However, assuming the entire yield curve was to decrease 100 basis points through quarterly parallel decrements of 25 basis points, subject to floors, that have been established based on historical observation, our projected net interest income for the 12 month period beginning October 1, 2016 would decrease by approximately 1.35% from the base projection. At December 31, 2015, in the down 100 basis point scenario, our projected net interest income for the 12 month period beginning January 1, 2016 would have decreased by approximately 2.12% from the base projection.

Various shortcomings are inherent in both gap analyses and net interest income sensitivity analyses. Certain assumptions may not reflect the manner in which actual yields and costs respond to market changes. Similarly, prepayment estimates and similar assumptions are subjective in nature, involve uncertainties and, therefore, cannot necessarily be determined with precision. Changes in interest rates may also affect our operating environment and operating strategies as well as those of our competitors. Accordingly, although our net interest income sensitivity analyses may provide an indication of our interest rate risk exposure, such analyses may not provide a precise forecast of the effect of changes in market interest rates on our net interest income and our actual results may differ. Additionally, certain assets, liabilities and items of income and expense which may be affected by changes in interest rates, albeit to a much lesser degree, and which do not affect net interest income, are excluded from this analysis. These include income from bank owned life insurance and changes in the fair value of MSR. With respect to these items alone, and assuming the entire yield curve was to increase 200 basis points, through quarterly parallel increments of 50 basis points, our projected net income for the 12 month period beginning October 1, 2016 would increase by approximately $3.9 million. Conversely, assuming the entire yield curve was to decrease 100 basis points, through quarterly parallel decrements of 25 basis points, our projected net income for the 12 month period beginning October 1, 2016 would decrease by approximately $2.5 million with respect to these items alone.

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For further information regarding our market risk and the limitations of our gap analysis and net interest income sensitivity analysis, see Part II, Item 7A, “Quantitative and Qualitative Disclosures about Market Risk,” included in our 2015 Annual Report on Form 10-K.

ITEM 4. Controls and Procedures

Monte N. Redman, our President and Chief Executive Officer, and Frank E. Fusco, our Senior Executive Vice President and Chief Financial Officer, conducted an evaluation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act, as of September 30, 2016. Based upon their evaluation, they each found that our disclosure controls and procedures were effective to ensure that information required to be disclosed in the reports we file and submit under the Exchange Act is recorded, processed, summarized and reported as and when required and that such information is accumulated and communicated to our management as appropriate to allow timely decisions regarding required disclosure.

There were no changes in our internal controls over financial reporting that occurred during the three months ended September 30, 2016 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

ITEM 1. Legal Proceedings

City of New York Notices of Determination

By “Notice of Determination” dated September 14, 2010 and August 26, 2011, or the 2010 and 2011 Notices, the City of New York notified us of alleged tax deficiencies in the amount of $13.3 million, including interest and penalties, related to our 2006 through 2008 tax years. The deficiencies related to our operation of Fidata Service Corp., or Fidata, and Astoria Federal Mortgage Corp., or AF Mortgage, subsidiaries of Astoria Bank. We disagreed with the assertion of the tax deficiencies, and hearings on the 2010 and 2011 Notices were held before the New York City Tax Appeals Tribunal, or the NYC Tax Appeals Tribunal, in March and April 2013. On October 29, 2014, an Administrative Law Judge with the NYC Tax Appeals Tribunal issued a decision favorable to us canceling the 2010 and 2011 Notices, which decision was appealed by the City of New York. In addition, by “Notice of Determination” dated November 19, 2014, or the 2014 Notice, the City of New York notified us of an alleged tax deficiency in the amount of $6.1 million, including interest and penalties, related to our 2009 and 2010 tax years, and by “Notice of Determination” dated August 5, 2015, or the 2015 Notice, the City of New York notified us of an alleged tax deficiency in the amount of $2.1 million, including interest and penalties, related to our 2011 through 2013 tax years. The bases of the 2014 Notice and the 2015 Notice were substantially the same as that of the 2010 and 2011 Notices, which we similarly opposed. The proceedings relating to the 2014 Notice and the 2015 Notice were adjourned in 2015 pending the resolution of the proceedings with respect to the 2010 and 2011 Notices, as the outcome of those proceedings was expected to be determinative of some or all of the issues in the proceedings with respect to the 2014 Notice and the 2015 Notice.

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Merger-related Litigation

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to the Merger. Although the defendants deny the allegations made in the New York lawsuits (including the amended consolidated complaint) and believe that no supplemental disclosure is required under applicable laws, in order to avoid the burden and expense of further litigation, Astoria agreed to make such supplemental disclosures pursuant to the terms of the MOU. The supplemental disclosures were made available to Astoria’s shareholders on April 8, 2016 through a filing with the SEC by Astoria on a Current Report on Form 8-K.

ITEM 1A. Risk Factors

For a summary of risk factors relevant to our operations, see Part I, Item 1A, “Risk Factors,” in our 2015 Annual Report on Form 10-K and Part II, Item 1A, “Risk Factors,” in our June 30, 2016 Quarterly Report on Form 10-Q. There were no material changes in risk factors relevant to our operations since June 30, 2016.

ITEM 2. Unregistered Sales of Equity Securities and Use of Proceeds

Our twelfth stock repurchase plan, approved by our Board of Directors on April 18, 2007, authorized the purchase of 10,000,000 shares, or approximately 10% of our common stock then outstanding, in open-market or privately negotiated transactions. At September 30, 2016, a maximum of 7,675,593 shares may yet be purchased under this plan. Pursuant to the terms of the Merger Agreement, we may not repurchase shares of our common stock without the consent of NYCB. NYCB has agreed not to unreasonably withhold any such consent.

ITEM 3. Defaults Upon Senior Securities

Not applicable.

ITEM 4. Mine Safety Disclosures

Not applicable.

ITEM 5. Other Information

Not applicable.

ITEM 6. Exhibits

See Index of Exhibits on page 82.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.



				Astoria Financial Corporation


Dated:	November 9, 2016	By:	/s/	Monte N. Redman
				Monte N. Redman
				President and Chief Executive Officer


Dated:	November 9, 2016	By:	/s/	Frank E. Fusco
				Frank E. Fusco
				Senior Executive Vice President and
				Chief Financial Officer
				(Principal Accounting Officer)


Dated:	November 9, 2016	By:	/s/	John F. Kennedy
				John F. Kennedy
				Senior Vice President and
				Chief Accounting Officer

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ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX OF EXHIBITS



Exhibit No.		Identification of Exhibit

10.1		Astoria Financial Corporation Amendment to the Employment Agreement with Josie Callari, entered into on August 8, 2016.

10.2		Astoria Bank Amendment to the Employment Agreement with Josie Callari, entered into on August 8, 2016.

10.3		Astoria Financial Corporation Amendment to the Employment Agreement with Robert DeStefano, entered into on August 8, 2016.

10.4		Astoria Bank Amendment to the Employment Agreement with Robert DeStefano, entered into on August 8, 2016.

10.5		Astoria Financial Corporation Amendment to the Employment Agreement with Brian Edwards, entered into on August 8, 2016.

10.6		Astoria Bank Amendment to the Employment Agreement with Brian Edwards, entered into on August 8, 2016.

10.7		Astoria Financial Corporation Amendment to the Employment Agreement with Stephen Sipola, entered into on August 8, 2016.

10.8		Astoria Bank Amendment to the Employment Agreement with Stephen Sipola, entered into on August 8, 2016.

10.9		Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Hugh Donlon, entered into on August 8, 2016.

10.10		Astoria Bank Amendment to the Amended and Restated Employment Agreement with Hugh Donlon, entered into on August 8, 2016.

10.11		Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Alan Eggleston, entered into on August 8, 2016.

10.12		Astoria Bank Amendment to the Amended and Restated Employment Agreement with Alan Eggleston, entered into on August 8, 2016.

10.13		Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Frank Fusco, entered into on August 8, 2016.

10.14		Astoria Bank Amendment to the Amended and Restated Employment Agreement with Frank Fusco, entered into on August 8, 2016.

10.15		Astoria Financial Corporation Amendment to the Amended and Restated Employment Agreement with Monte Redman, entered into on August 8, 2016.

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10.16		Astoria Bank Amendment to the Amended and Restated Employment Agreement with Monte Redman, entered into on August 8, 2016.

31.1		Certifications of Chief Executive Officer.

31.2		Certifications of Chief Financial Officer.

32.1		Written Statement of Chief Executive Officer and Chief Financial Officer furnished pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Pursuant to SEC rules, this exhibit will not be deemed filed for purposes of Section 18 of the Exchange Act or otherwise subject to the liability of that section.

101.INS		XBRL Instance Document

101.SCH		XBRL Taxonomy Extension Schema Document

101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

101.LAB		XBRL Taxonomy Extension Label Linkbase Document

101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document

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