10-Q

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 June 30, 2017

OR

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

Large accelerated filer xAccelerated filer ¨    Non-accelerated filer ¨ (Do not check if a smaller reporting company)    Smaller reporting company ¨    Emerging growth company ¨

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

Indicate by check mark whether the registrant 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, July 28, 2017
$0.01 Par Value	101,717,865

		Page
PART I — FINANCIAL INFORMATION
Item 1.	Financial Statements (Unaudited):
	Consolidated Statements of Financial Condition at June 30, 2017 and December 31, 2016	2
	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2017 and 2016	3
	Consolidated Statements of Comprehensive Income for the Three and Six Months Ended June 30, 2017 and 2016	4
	Consolidated Statement of Changes in Stockholders’ Equity for the Six Months Ended June 30, 2017 and 2016	5
	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2017 and 2016	6
	Notes to Consolidated Financial Statements	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	42
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	76
Item 4.	Controls and Procedures	79
PART II — OTHER INFORMATION
Item 1.	Legal Proceedings	79
Item 1A.	Risk Factors	81
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	81
Item 3.	Defaults Upon Senior Securities	81
Item 4.	Mine Safety Disclosures	82
Item 5.	Other Information	82
Item 6.	Exhibits	82
Signatures		82

1

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Financial Condition

		(Unaudited)
(In Thousands, Except Share Data)	At June 30, 2017				At December 31, 2016
Assets:
Cash and due from banks		$	105,764			$	129,944
Available-for-sale securities:
Encumbered		34,169				35,080
Unencumbered		220,811				244,965
Total available-for-sale securities		254,980				280,045
Held-to-maturity securities, fair value of $2,874,880 and $2,690,546, respectively:
Encumbered		1,154,343				1,194,685
Unencumbered		1,761,122				1,545,447
Total held-to-maturity securities		2,915,465				2,740,132
Federal Home Loan Bank of New York stock, at cost		105,958				124,807
Loans held-for-sale, net		7,920				11,584
Loans receivable		9,899,632				10,417,187
Allowance for loan losses		(79,500		)		(86,100		)
Loans receivable, net		9,820,132				10,331,087
Mortgage servicing rights, net		10,168				10,130
Accrued interest receivable		34,017				34,994
Premises and equipment, net		96,005				101,021
Goodwill		185,151				185,151
Bank owned life insurance		442,388				441,064
Real estate owned, net		14,807				15,144
Other assets		155,585				153,549
Total assets		$	14,148,340			$	14,558,652
Liabilities:
Deposits:
NOW and demand deposit		$	2,549,323			$	2,521,094
Money market		2,776,313				2,706,895
Savings		2,026,585				2,048,202
Certificates of deposit		1,537,335				1,600,864
Total deposits		8,889,556				8,877,055
Federal funds purchased		170,000				195,000
Securities sold under agreements to repurchase		1,100,000				1,100,000
Federal Home Loan Bank of New York advances		1,710,000				2,090,000
Other borrowings, net		197,945				249,752
Mortgage escrow funds		124,708				112,975
Accrued expenses and other liabilities		217,095				219,797
Total liabilities		12,409,304				12,844,579
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 101,717,818 and 101,210,478 shares outstanding, respectively)		1,665				1,665
Additional paid-in capital		824,451				830,417
Retained earnings		2,175,308				2,155,785
Treasury stock (64,777,070 and 65,284,410 shares, at cost, respectively)		(1,336,244		)		(1,346,709		)
Accumulated other comprehensive loss		(55,940		)		(56,881		)
Total stockholders’ equity		1,739,036				1,714,073
Total liabilities and stockholders’ equity		$	14,148,340			$	14,558,652

See accompanying Notes to Consolidated Financial Statements.

2

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Income (Unaudited)

	For the   Three Months Ended   June 30,						For the   Six Months Ended   June 30,
(In Thousands, Except Share Data)	2017			2016			2017			2016
Interest income:
Residential mortgage loans	$	42,560		$	45,683		$	86,620		$	93,058
Multi-family and commercial real estate mortgage loans	43,423			46,607			86,829			93,412
Consumer and other loans	2,382			2,435			4,674			4,807
Mortgage-backed and other securities	18,615			17,400			36,615			34,304
Interest-earning cash accounts	180			116			341			236
Federal Home Loan Bank of New York stock	1,440			1,487			3,234			2,908
Total interest income	108,600			113,728			218,313			228,725
Interest expense:
Deposits	6,617			6,557			12,976			14,019
Borrowings	23,446			24,085			46,685			48,368
Total interest expense	30,063			30,642			59,661			62,387
Net interest income	78,537			83,086			158,652			166,338
Provision for loan losses credited to operations	(2,455		)	(3,006		)	(4,941		)	(6,133		)
Net interest income after provision for loan losses	80,992			86,092			163,593			172,471
Non-interest income:
Customer service fees	6,853			7,542			13,462			14,530
Other loan fees	497			567			1,092			1,101
Gain on sales of securities	—			—			—			86
Mortgage banking income, net	993			155			2,287			118
Income from bank owned life insurance	2,277			2,336			4,429			4,625
Other	1,222			1,316			2,446			2,857
Total non-interest income	11,842			11,916			23,716			23,317
Non-interest expense:
General and administrative:
Compensation and benefits	36,064			36,708			73,061			74,961
Occupancy, equipment and systems	19,616			18,840			39,828			38,231
Federal deposit insurance premium	1,375			3,031			3,673			6,561
Advertising	559			3,018			1,148			4,471
Other	7,121			8,452			18,989			15,347
Total non-interest expense	64,735			70,049			136,699			139,571
Income before income tax expense	28,099			27,959			50,610			56,217
Income tax expense	10,116			9,623			18,220			19,316
Net income	17,983			18,336			32,390			36,901
Preferred stock dividends	2,194			2,194			4,388			4,388
Net income available to common shareholders	$	15,789		$	16,142		$	28,002		$	32,513
Basic earnings per common share	$	0.16		$	0.16		$	0.28		$	0.32
Diluted earnings per common share	$	0.16		$	0.16		$	0.28		$	0.32
Basic weighted average common shares outstanding	100,595,630			100,380,937			100,590,645			100,374,934
Diluted weighted average common shares outstanding	100,595,630			100,380,937			100,590,645			100,374,934

See accompanying Notes to Consolidated Financial Statements.

3

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (Unaudited)

	For the   Three Months Ended   June 30,				For the   Six Months Ended   June 30,
(In Thousands)	2017		2016		2017		2016
Net income	$	17,983	$	18,336	$	32,390	$	36,901
Other comprehensive income, net of tax:
Net unrealized gain on securities available-for-sale:
Net unrealized holding gain on securities arising during the period	658		507		226		4,543
Reclassification adjustment for gain on sales of securities included in net income	—		—		—		(51		)
Net unrealized gain on securities available-for-sale	658		507		226		4,492
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income	287		315		658		712
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income	28		29		57		57
Total other comprehensive income, net of tax	973		851		941		5,261
Comprehensive income	$	18,956	$	19,187	$	33,331	$	42,162

See accompanying Notes to Consolidated Financial Statements.

4

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statement of Changes in Stockholders’ Equity (Unaudited)

For the Six Months Ended June 30, 2017 and 2016

(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, 2016	$	1,714,073		$	129,796	$	1,665	$	830,417		$	2,155,785		$	(1,346,709	)		$	(56,881	)
Net income	32,390			—		—		—			32,390			—				—
Other comprehensive income, net of tax	941			—		—		—			—			—				941
Dividends on preferred stock ($32.50 per share)	(4,388		)	—		—		—			(4,388		)	—				—
Dividends on common stock ($0.08 per share)	(8,118		)	—		—		—			(8,118		)	—				—
Sales of treasury stock (3,696 shares)	70			—		—		—			(6		)	76				—
Restricted stock grants (521,784 shares)	—			—		—		(10,329		)	(434		)	10,763				—
Forfeitures of restricted stock (18,140 shares)	—			—		—		298			76			(374		)		—
Stock-based compensation	4,068			—		—		4,065			3			—				—
Balance at June 30, 2017	$	1,739,036		$	129,796	$	1,665	$	824,451		$	2,175,308		$	(1,336,244	)		$	(55,940	)
Balance at December 31, 2015	$	1,663,448		$	129,796	$	1,665	$	902,349		$	2,045,391		$	(1,357,136	)		$	(58,617	)
Net income	36,901			—		—		—			36,901			—				—
Other comprehensive income, net of tax	5,261			—		—		—			—			—				5,261
Dividends on preferred stock ($32.50 per share)	(4,388		)	—		—		—			(4,388		)	—				—
Dividends on common stock ($0.08 per share)	(8,107		)	—		—		—			(8,107		)	—				—
Sales of treasury stock (5,519 shares)	83			—		—		—			(31		)	114				—
Restricted stock grants (685,872 shares)	—			—		—		(10,329		)	(3,823		)	14,152				—
Forfeitures of restricted stock (71,580 shares)	—			—		—		950			527			(1,477		)		—
Stock-based compensation	2,107			—		—		2,106			1			—				—
Net tax benefit excess from stock-based compensation	19			—		—		19			—			—				—
Balance at June 30, 2016	$	1,695,324		$	129,796	$	1,665	$	895,095		$	2,066,471		$	(1,344,347	)		$	(53,356	)

See accompanying Notes to Consolidated Financial Statements.

5

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

Consolidated Statements of Cash Flows (Unaudited)

		For the Six Months Ended June 30,
(In Thousands)	2017				2016
Cash flows from operating activities:
Net income		$	32,390			$	36,901
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on loans		4,509				5,058
Net amortization on securities and borrowings		3,019				3,988
Net provision for loan and real estate losses credited to operations		(4,617		)		(5,545		)
Depreciation and amortization		6,094				7,299
Net gain on sales of loans and securities		(955		)		(1,091		)
Mortgage servicing rights amortization and valuation allowance adjustments, net		511				2,696
Stock-based compensation		4,068				2,107
Deferred income tax (benefit) expense		(1,507		)		1,206
Originations of loans held-for-sale		(52,483		)		(55,461		)
Proceeds from sales and principal repayments of loans held-for-sale		56,912				57,312
Decrease (increase) in accrued interest receivable		977				(569		)
Bank owned life insurance income and insurance proceeds received, net		(1,324		)		(2,625		)
Increase in other assets		(705		)		(1,498		)
Increase in accrued expenses and other liabilities		(1,959		)		(4,657		)
Net cash provided by operating activities		44,930				45,121
Cash flows from investing activities:
Originations of loans receivable		(436,784		)		(641,986		)
Loan purchases through third parties		(79,448		)		(101,252		)
Principal payments on loans receivable		1,016,421				1,042,436
Proceeds from sales of delinquent and non-performing loans		527				2,182
Purchases of securities held-to-maturity		(677,066		)		(822,576		)
Purchases of securities available-for-sale		—				(30,000		)
Principal payments on securities held-to-maturity		499,317				438,127
Principal payments on securities available-for-sale		24,885				74,610
Proceeds from sales of securities available-for-sale		—				23,065
Purchases of Federal Home Loan Bank of New York stock		(21,587		)		(61,460		)
Redemptions of Federal Home Loan Bank of New York stock		40,436				54,688
Proceeds from sales of real estate owned, net		10,112				10,527
Purchases of premises and equipment, net of proceeds from sales		(1,079		)		(4,142		)
Net cash provided by (used in) investing activities		375,734				(15,781		)
Cash flows from financing activities:
Net increase (decrease) in deposits		12,501				(154,897		)
Net increase (decrease) in borrowings with original terms of three months or less		145,000				(426,000		)
Proceeds from borrowings with terms greater than three months		950,000				1,375,000
Repayments of borrowings with original terms greater than three months		(1,550,000		)		(895,000		)
Cash payments for debt issuance costs		(1,642		)		—
Net increase in mortgage escrow funds		11,733				15,607
Proceeds from sales of treasury stock		70				83
Cash dividends paid to stockholders		(12,506		)		(12,495		)
Net tax benefit excess from stock-based compensation		—				19
Net cash used in financing activities		(444,844		)		(97,683		)
Net decrease in cash and cash equivalents		(24,180		)		(68,343		)
Cash and cash equivalents at beginning of period		129,944				200,538
Cash and cash equivalents at end of period		$	105,764			$	132,195
Supplemental disclosures:
Interest paid		$	59,881			$	61,544
Income taxes paid		$	18,947			$	13,595
Additions to real estate owned		$	10,099			$	6,257
Loans transferred to held-for-sale		$	886			$	1,562

See accompanying Notes to Consolidated Financial Statements.

6

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 June 30, 2017 and December 31, 2016, our results of operations and other comprehensive income for the three and six months ended June 30, 2017 and 2016, changes in our stockholders’ equity for the six months ended June 30, 2017 and 2016 and our cash flows for the six months ended June 30, 2017 and 2016.  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 June 30, 2017 and December 31, 2016, and amounts of revenues, expenses and other comprehensive income in the consolidated statements of income and comprehensive income for the three and six months ended June 30, 2017 and 2016.  The results of operations and other comprehensive income for the three and six months ended June 30, 2017 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, 2016 audited consolidated financial statements and related notes included in our 2016 Annual Report on Form 10-K.

2.    Merger Agreement with Sterling Bancorp

On March 6, 2017, Astoria entered into an Agreement and Plan of Merger, or the Sterling Merger Agreement, with Sterling Bancorp, a Delaware corporation, or Sterling. The Sterling Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Astoria will merge with and into Sterling, with Sterling as the surviving corporation, such merger referred to as the Sterling Merger. Immediately following the consummation of the Sterling Merger, Astoria’s wholly owned subsidiary, Astoria Bank, will merge with and into Sterling’s wholly owned subsidiary, Sterling National Bank, such merger referred to as the Sterling Bank Merger. Sterling National Bank will be the surviving entity in the Sterling Bank Merger. The Sterling Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Astoria and Sterling.

Subject to the terms and conditions of the Sterling Merger Agreement, at the effective time of the Sterling Merger, or the Effective Time, Astoria stockholders will have the right to receive 0.875 shares of common stock, par value $0.01 per share, of Sterling, or Sterling Common Stock, for each share of common stock, par value $0.01 per share, of Astoria Financial Corporation, or Astoria Common Stock. Also in the Sterling 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

7

Effective Time will be automatically converted into the right to receive one share of Sterling 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 Sterling Merger Agreement contains customary representations and warranties from both Astoria and Sterling, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Astoria’s and Sterling’s businesses during the interim period between the execution of the Sterling Merger Agreement and the Effective Time, (2) the obligation of Sterling to call a meeting of its stockholders to adopt the Sterling Merger Agreement and approve an amendment to its charter to increase the authorized shares of Sterling Common Stock from 190 million to 310 million, and, subject to certain exceptions, to recommend that its stockholders adopt the Sterling Merger Agreement and the transactions contemplated thereby, (3) the obligation of Astoria to call a meeting of its stockholders to adopt the Sterling Merger Agreement, and, subject to certain exceptions, to recommend that its stockholders adopt the Sterling Merger Agreement, and (4) Astoria’s non-solicitation obligations relating to alternative acquisition proposals. Astoria and Sterling 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 Sterling Merger Agreement.

The completion of the Sterling Merger is subject to customary conditions, including (1) adoption of the Sterling Merger Agreement by Astoria’s stockholders, (2) adoption of the Sterling Merger Agreement and approval of the Sterling charter amendment by Sterling’s stockholders, (3) authorization for listing on the New York Stock Exchange of the shares of Sterling Common Stock to be issued in the Sterling Merger, (4) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, or FRB, and the Office of the Comptroller of the Currency, or OCC, (5) effectiveness of the registration statement on Form S-4 for the Sterling Common Stock to be issued in the Sterling Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Sterling Merger or making the completion of the Sterling Merger illegal. The registration statement on Form S-4 for the Sterling Common Stock to be issued in the Sterling Merger was filed on April 5, 2017 and was declared effective by the SEC on April 28, 2017. Special meetings of Astoria’s and Sterling’s respective stockholders were held on June 13, 2017, at which Astoria’s stockholders adopted the Sterling Merger Agreement and Sterling’s stockholders adopted the Sterling Merger Agreement and approved the Sterling charter amendment. In addition, all applications and notices necessary to obtain the required regulatory approvals to complete the Sterling Merger have been submitted or sent by Astoria or Sterling.

Each party’s obligation to complete the Sterling 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 Sterling Merger Agreement, and (3) receipt by such party of an opinion from its counsel to the effect that the Sterling Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

The Sterling Merger Agreement also provides certain termination rights for both Astoria and Sterling and further provides that a termination fee of $75.7 million will be payable by either Astoria or Sterling, as applicable, upon termination of the Sterling Merger Agreement under certain circumstances.

8

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 June 30, 2017
(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)	$	218,429		$	1,113		$	(2,624	)	$	216,918
Non-GSE issuance REMICs and CMOs	854			—			(3		)	851
GSE pass-through certificates	7,706			302			(1		)	8,007
Total residential mortgage-backed securities	226,989			1,415			(2,628		)	225,776
Obligations of GSEs	30,000			—			(798		)	29,202
Fannie Mae stock	15			—			(13		)	2
Total securities available-for-sale	$	257,004		$	1,415		$	(3,439	)	$	254,980
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,323,264		$	5,438		$	(10,269	)	$	1,318,433
Non-GSE issuance REMICs and CMOs	189			—			(6		)	183
GSE pass-through certificates	221,541			1,008			(2,340		)	220,209
Total residential mortgage-backed securities	1,544,994			6,446			(12,615		)	1,538,825
Multi-family mortgage-backed securities:
GSE issuance REMICs	895,870			273			(16,971		)	879,172
Obligations of GSEs	394,303			17			(13,609		)	380,711
Corporate Debt securities	80,000			—			(4,126		)	75,874
Other	298			—			—			298
Total securities held-to-maturity	$	2,915,465		$	6,736		$	(47,321	)	$	2,874,880

(1) Government-sponsored enterprise

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

9

	At December 31, 2016
(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	$	242,172		$	1,327		$	(2,706	)	$	240,793
Non-GSE issuance REMICs and CMOs	1,442			2			(1		)	1,443
GSE pass-through certificates	8,571			361			(2		)	8,930
Total residential mortgage-backed securities	252,185			1,690			(2,709		)	251,166
Obligations of GSEs	30,000			—			(1,125		)	28,875
Fannie Mae stock	15			—			(11		)	4
Total securities available-for-sale	$	282,200		$	1,690		$	(3,845	)	$	280,045
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,119,175		$	4,896		$	(11,957	)	$	1,112,114
Non-GSE issuance REMICs and CMOs	193			—			(7		)	186
GSE pass-through certificates	228,976			665			(3,282		)	226,359
Total residential mortgage-backed securities	1,348,344			5,561			(15,246		)	1,338,659
Multi-family mortgage-backed securities:
GSE issuance REMICs	927,119			363			(19,290		)	908,192
Obligations of GSEs	384,325			54			(16,510		)	367,869
Corporate debt securities	80,000			—			(4,518		)	75,482
Other	344			—			—			344
Total securities held-to-maturity	$	2,740,132		$	5,978		$	(55,564	)	$	2,690,546

The following contractual maturity table sets forth certain information regarding the amortized costs and estimated fair values of our securities available-for-sale and securities held-to-maturity at June 30, 2017 and does not reflect the effect of prepayments or scheduled principal amortization on our REMICs, CMOs and pass-through certificates or the effect of callable features on our obligations of GSEs (all of which are callable in 2017 and at various times thereafter).

	June 30, 2017
	Available-for-Sale						Held-to-Maturity
(Dollars in Thousands)	Amortized Cost			Estimated Fair Value			Amortized Cost		Estimated Fair Value
Securities remaining period to contractual maturity:
Within one year		$	842		$	840	$	49,964	$	49,964
Over one to five years		275			275		17,272		17,287
Over five to ten years		36,072			35,449		434,341		419,787
Over ten years		219,815			218,416		2,413,888		2,387,842
Total securities		$	257,004		$	254,980	$	2,915,465	$	2,874,880

10

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 June 30, 2017
	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	$	104,918		$	(1,943	)	$	19,459		$	(681	)	$	124,377		$	(2,624	)
Non-GSE issuance REMICs and CMOs	756			(2		)	67			(1		)	823			(3		)
GSE pass-through certificates	—			—			53			(1		)	53			(1		)
Obligations of GSEs	29,202			(798		)	—			—			29,202			(798		)
Fannie Mae stock	—			—			2			(13		)	2			(13		)
Total temporarily impaired securities available-for-sale	$	134,876		$	(2,743	)	$	19,581		$	(696	)	$	154,457		$	(3,439	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	705,134		$	(6,681	)	$	119,515		$	(3,588	)	$	824,649		$	(10,269	)
Non-GSE issuance REMICs and CMOs	—			—			183			(6		)	183			(6		)
GSE pass-through certificates	79,567			(1,103		)	58,804			(1,237		)	138,371			(2,340		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	773,614			(15,565		)	43,062			(1,406		)	816,676			(16,971		)
Obligations of GSEs	344,300			(13,609		)	—			—			344,300			(13,609		)
Corporate debt securities	9,200			(800		)	66,674			(3,326		)	75,874			(4,126		)
Total temporarily impaired securities held-to-maturity	$	1,911,815		$	(37,758	)	$	288,238		$	(9,563	)	$	2,200,053		$	(47,321	)

	At December 31, 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	$	140,638		$	(1,886	)	$	20,026		$	(820	)	$	160,664		$	(2,706	)
Non-GSE issuance REMICs and CMOs	—			—			92			(1		)	92			(1		)
GSE pass-through certificates	71			(1		)	90			(1		)	161			(2		)
Obligations of GSEs	28,875			(1,125		)	—			—			28,875			(1,125		)
Fannie Mae stock	—			—			4			(11		)	4			(11		)
Total temporarily impaired securities available-for-sale	$	169,584		$	(3,012	)	$	20,212		$	(833	)	$	189,796		$	(3,845	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	515,537		$	(7,457	)	$	131,629		$	(4,500	)	$	647,166		$	(11,957	)
Non-GSE issuance REMICs and CMOs	—			—			186			(7		)	186			(7		)
GSE pass-through certificates	104,538			(1,775		)	61,872			(1,507		)	166,410			(3,282		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	871,436			(19,290		)	—			—			871,436			(19,290		)
Obligations of GSEs	296,427			(16,510		)	—			—			296,427			(16,510		)
Corporate debt securities	37,785			(2,216		)	37,698			(2,302		)	75,483			(4,518		)
Total temporarily impaired securities held-to-maturity	$	1,825,723		$	(47,248	)	$	231,385		$	(8,316	)	$	2,057,108		$	(55,564	)

11

We held 208 securities which had an unrealized loss at June 30, 2017 and 188 securities which had an unrealized loss at December 31, 2016.  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 June 30, 2017 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 six months ended June 30, 2017, which we attribute to the contemporaneous broad-based equity market volatility. We do not consider these unrealized losses to be other than temporary impairment.

There were no sales of securities from the available-for-sale portfolio during the six months ended June 30, 2017. During the six months ended June 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.

At June 30, 2017, available-for-sale debt securities, excluding mortgage-backed securities, had an amortized cost of $30.0 million, an estimated fair value of $29.2 million and contractual maturities in 2025 and 2026.  At June 30, 2017, held-to-maturity debt securities, excluding mortgage-backed securities, had an amortized cost of $474.6 million, an estimated fair value of $456.9 million and contractual maturities primarily in 2017 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 June 30, 2017, the amortized cost of callable securities in our portfolio totaled $374.3 million, which are callable in 2017 and at various times thereafter. The balance of accrued interest receivable for securities totaled $8.5 million at June 30, 2017 and $8.1 million at December 31, 2016.

12

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 June 30, 2017
	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	$	820	$	754	$	—	$	1,574	$	103,118	$	104,692
Full documentation amortizing	27,058		7,706		—		34,764		4,121,737		4,156,501
Reduced documentation interest-only	302		—		—		302		19,069		19,371
Reduced documentation amortizing	22,994		5,130		—		28,124		547,775		575,899
Total residential	51,174		13,590		—		64,764		4,791,699		4,856,463
Multi-family	3,498		153		663		4,314		3,978,312		3,982,626
Commercial real estate	1,869		1,099		895		3,863		660,813		664,676
Total mortgage loans	56,541		14,842		1,558		72,941		9,430,824		9,503,765
Consumer and other loans (gross):
Home equity and other consumer	1,088		80		—		1,168		124,506		125,674
Commercial and industrial	44		—		—		44		97,820		97,864
Total consumer and other loans	1,132		80		—		1,212		222,326		223,538
Total accruing loans	$	57,673	$	14,922	$	1,558	$	74,153	$	9,653,150	$	9,727,303
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	—	$	—	$	8,345	$	8,345	$	311	$	8,656
Full documentation amortizing	1,168		1,392		44,804		47,364		9,711		57,075
Reduced documentation interest-only	783		—		8,813		9,596		329		9,925
Reduced documentation amortizing	1,889		804		39,630		42,323		9,982		52,305
Total residential	3,840		2,196		101,592		107,628		20,333		127,961
Multi-family	389		—		306		695		1,307		2,002
Commercial real estate	675		—		—		675		3,376		4,051
Total mortgage loans	4,904		2,196		101,898		108,998		25,016		134,014
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,383		4,383		—		4,383
Commercial and industrial	—		—		24		24		—		24
Total consumer and other loans	—		—		4,407		4,407		—		4,407
Total non-accrual loans	$	4,904	$	2,196	$	106,305	$	113,405	$	25,016	$	138,421
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	820	$	754	$	8,345	$	9,919	$	103,429	$	113,348
Full documentation amortizing	28,226		9,098		44,804		82,128		4,131,448		4,213,576
Reduced documentation interest-only	1,085		—		8,813		9,898		19,398		29,296
Reduced documentation amortizing	24,883		5,934		39,630		70,447		557,757		628,204
Total residential	55,014		15,786		101,592		172,392		4,812,032		4,984,424
Multi-family	3,887		153		969		5,009		3,979,619		3,984,628
Commercial real estate	2,544		1,099		895		4,538		664,189		668,727
Total mortgage loans	61,445		17,038		103,456		181,939		9,455,840		9,637,779
Consumer and other loans (gross):
Home equity and other consumer	1,088		80		4,383		5,551		124,506		130,057
Commercial and industrial	44		—		24		68		97,820		97,888
Total consumer and other loans	1,132		80		4,407		5,619		222,326		227,945
Total loans	$	62,577	$	17,118	$	107,863	$	187,558	$	9,678,166	$	9,865,724
Net unamortized premiums and deferred loan origination costs											33,908
Loans receivable											9,899,632
Allowance for loan losses											(79,500		)
Loans receivable, net											$	9,820,132

13

	At December 31, 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	$	1,476	$	3,104	$	—	$	4,580	$	212,316	$	216,896
Full documentation amortizing	36,563		8,217		—		44,780		4,300,620		4,345,400
Reduced documentation interest-only	2,974		779		—		3,753		80,416		84,169
Reduced documentation amortizing	27,449		5,222		—		32,671		552,233		584,904
Total residential	68,462		17,322		—		85,784		5,145,585		5,231,369
Multi-family	1,060		795		—		1,855		4,040,386		4,042,241
Commercial real estate	2,043		1,298		—		3,341		720,582		723,923
Total mortgage loans	71,565		19,415		—		90,980		9,906,553		9,997,533
Consumer and other loans (gross):
Home equity and other consumer	1,281		550		—		1,831		133,024		134,855
Commercial and industrial	—		647		—		647		99,087		99,734
Total consumer and other loans	1,281		1,197		—		2,478		232,111		234,589
Total accruing loans	$	72,846	$	20,612	$	—	$	93,458	$	10,138,664	$	10,232,122
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	437	$	—	$	11,605	$	12,042	$	2,048	$	14,090
Full documentation amortizing	2,469		—		42,983		45,452		11,753		57,205
Reduced documentation interest-only	—		—		11,624		11,624		3,768		15,392
Reduced documentation amortizing	1,077		992		35,351		37,420		9,887		47,307
Total residential	3,983		992		101,563		106,538		27,456		133,994
Multi-family	428		611		1,244		2,283		2,098		4,381
Commercial real estate	219		—		—		219		5,117		5,336
Total mortgage loans	4,630		1,603		102,807		109,040		34,671		143,711
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,483		4,483		—		4,483
Commercial and industrial	—		—		42		42		—		42
Total consumer and other loans	—		—		4,525		4,525		—		4,525
Total non-accrual loans	$	4,630	$	1,603	$	107,332	$	113,565	$	34,671	$	148,236
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	1,913	$	3,104	$	11,605	$	16,622	$	214,364	$	230,986
Full documentation amortizing	39,032		8,217		42,983		90,232		4,312,373		4,402,605
Reduced documentation interest-only	2,974		779		11,624		15,377		84,184		99,561
Reduced documentation amortizing	28,526		6,214		35,351		70,091		562,120		632,211
Total residential	72,445		18,314		101,563		192,322		5,173,041		5,365,363
Multi-family	1,488		1,406		1,244		4,138		4,042,484		4,046,622
Commercial real estate	2,262		1,298		—		3,560		725,699		729,259
Total mortgage loans	76,195		21,018		102,807		200,020		9,941,224		10,141,244
Consumer and other loans (gross):
Home equity and other consumer	1,281		550		4,483		6,314		133,024		139,338
Commercial and industrial	—		647		42		689		99,087		99,776
Total consumer and other loans	1,281		1,197		4,525		7,003		232,111		239,114
Total loans	$	77,476	$	22,215	$	107,332	$	207,023	$	10,173,335	$	10,380,358
Net unamortized premiums and deferred loan origination costs											36,829
Loans receivable											10,417,187
Allowance for loan losses											(86,100		)
Loans receivable, net											$	10,331,087

14

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.

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 predictive modeling techniques. We also 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). 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.

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. 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.

15

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 June 30, 2017
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at April 1, 2017		$	34,351		$	33,949			$	8,905			$	5,295		$	82,500
Provision (credited) charged to operations		(2,198		)	241				(345		)		(153		)	(2,455		)
Charge-offs		(1,446		)	(103		)		—				(153		)	(1,702		)
Recoveries		720			—				384				53			1,157
Balance at June 30, 2017		$	31,427		$	34,087			$	8,944			$	5,042		$	79,500
		For the Six Months Ended June 30, 2017
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at January 1, 2017		$	36,439		$	34,901			$	9,299			$	5,461		$	86,100
Provision credited to operations		(3,099		)	(716		)		(848		)		(278		)	(4,941		)
Charge-offs		(3,681		)	(137		)		—				(265		)	(4,083		)
Recoveries		1,768			39				493				124			2,424
Balance at June 30, 2017		$	31,427		$	34,087			$	8,944			$	5,042		$	79,500

		For the Three Months Ended June 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at April 1, 2016		$	44,378		$	33,020			$	10,368			$	6,434		$	94,200
Provision (credited) charged to operations		(1,658		)	(1,270		)		(596		)		518			(3,006		)
Charge-offs		(1,826		)	(99		)		(63		)		(95		)	(2,083		)
Recoveries		326			480				—				83			889
Balance at June 30, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000
		For the Six Months Ended June 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at January 1, 2016		$	44,951		$	35,544			$	11,217			$	6,288		$	98,000
Provision (credited) charged to operations		(1,520		)	(4,527		)		(1,445		)		1,359			(6,133		)
Charge-offs		(3,491		)	(409		)		(63		)		(860		)	(4,823		)
Recoveries		1,280			1,523				—				153			2,956
Balance at June 30, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000

16

The following table sets forth the balances of our residential interest-only mortgage loans at June 30, 2017 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 (1)	$	112,628
13 to 24 months	15,382
25 to 36 months	12,372
Over 36 months	2,262
Total	$	142,644

(1) Includes $15.1 million of past due loans that were scheduled to enter amortization prior to June 30, 2017.

Pursuant to federal regulations and our policy, loans considered to be of lesser quality are rated as special mention, substandard, doubtful or loss. A loan rated as special mention has potential weaknesses, which, if uncorrected, may result in the deterioration of the repayment prospects or in our credit position at some future date. A loan rated as substandard is inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard loans include those characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Loans rated as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make collection or liquidation in full satisfaction of the loan amount, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans rated as loss are those considered uncollectable and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Those assets classified as substandard, doubtful or loss are considered adversely classified.

The following tables set forth the balances of our loan portfolio segments by credit quality indicator at the dates indicated.

	At June 30, 2017
	Mortgage Loans								Consumer and Other Loans
(In Thousands)	Residential		Multi-Family			Commercial Real Estate			Home Equity and Other Consumer			Commercial and Industrial			Total
Not criticized	$	4,790,466		$	3,947,169		$	649,699		$	125,594		$	96,011	$	9,608,939
Criticized:
Special mention	11,877			25,437			5,727			80			1,522		44,643
Substandard	182,081			12,022			13,301			4,383			355		212,142
Doubtful	—			—			—			—			—		—
Total	$	4,984,424		$	3,984,628		$	668,727		$	130,057		$	97,888	$	9,865,724

17

	At December 31, 2016
	Mortgage Loans								Consumer and Other Loans
(In Thousands)	Residential		Multi-Family			Commercial Real Estate			Home Equity and Other Consumer			Commercial and Industrial			Total
Not criticized	$	5,158,878		$	4,005,703		$	702,697		$	134,305		$	99,087	$	10,100,670
Criticized:
Special mention	14,922			24,804			9,235			550			647		50,158
Substandard	191,563			16,115			17,327			4,483			42		229,530
Doubtful	—			—			—			—			—		—
Total	$	5,365,363		$	4,046,622		$	729,259		$	139,338		$	99,776	$	10,380,358

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 June 30, 2017
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential									Total
Loans:
Individually evaluated for impairment	$	181,284	$	4,320		$	7,397	$	3,611	$	196,612
Collectively evaluated for impairment	4,803,140		3,980,308			661,330		224,334		9,669,112
Total loans	$	4,984,424	$	3,984,628		$	668,727	$	227,945	$	9,865,724
Allowance for loan losses:
Individually evaluated for impairment	$	7,730	$	2		$	4	$	275	$	8,011
Collectively evaluated for impairment	23,697		34,085			8,940		4,767		71,489
Total allowance for loan losses	$	31,427	$	34,087		$	8,944	$	5,042	$	79,500

	At December 31, 2016
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential									Total
Loans:
Individually evaluated for impairment	$	192,427	$	7,112		$	10,033	$	4,091	$	213,663
Collectively evaluated for impairment	5,172,936		4,039,510			719,226		235,023		10,166,695
Total loans	$	5,365,363	$	4,046,622		$	729,259	$	239,114	$	10,380,358
Allowance for loan losses:
Individually evaluated for impairment	$	9,044	$	24		$	—	$	310	$	9,378
Collectively evaluated for impairment	27,395		34,877			9,299		5,151		76,722
Total allowance for loan losses	$	36,439	$	34,901		$	9,299	$	5,461	$	86,100

18

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

	At June 30, 2017									At December 31, 2016
(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	$	13,761	$	10,722	$	(1,274	)	$	9,448	$	21,202	$	16,535	$	(1,863	)	$	14,672
Full documentation amortizing	88,575		79,485		(2,934		)	76,551		88,106		79,584		(3,494		)	76,090
Reduced documentation interest-only	12,320		10,295		(931		)	9,364		28,637		23,090		(1,589		)	21,501
Reduced documentation amortizing	90,144		78,231		(2,591		)	75,640		79,670		70,623		(2,098		)	68,525
Multi-family	1,426		1,427		(2		)	1,425		2,427		2,432		(24		)	2,408
Commercial real estate	221		225		(4		)	221		—		—		—			—
Consumer and other loans:
Home equity lines of credit	3,903		3,587		(275		)	3,312		4,414		4,049		(310		)	3,739
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,972		2,551		—			2,551		2,965		2,595		—			2,595
Multi-family	3,400		2,893		—			2,893		5,272		4,680		—			4,680
Commercial real estate	8,437		7,172		—			7,172		11,791		10,033		—			10,033
Consumer and other loans:
Commercial and industrial	72		24		—			24		90		42		—			42
Total impaired loans	$	225,231	$	196,612	$	(8,011	)	$	188,601	$	244,574	$	213,663	$	(9,378	)	$	204,285

19

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 June 30,
	2017						2016
(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	$	12,238	$	54	$	51	$	26,744	$	154	$	154
Full documentation amortizing	80,364		671		662		70,988		524		534
Reduced documentation interest-only	12,984		38		45		35,843		300		300
Reduced documentation amortizing	77,911		735		770		64,400		594		597
Multi-family	1,438		26		26		5,232		56		68
Commercial real estate	1,246		2		2		686		5		5
Consumer and other loans:
Home equity lines of credit	3,742		10		12		4,488		11		9
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,623		24		22		—		—		—
Multi-family	3,752		36		38		9,385		113		121
Commercial real estate	8,168		102		109		11,867		164		167
Consumer and other loans:
Commercial and industrial	28		1		1		—		—		—
Total impaired loans	$	204,494	$	1,699	$	1,738	$	229,633	$	1,921	$	1,955
	For the Six Months Ended June 30,
	2017						2016
(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	$	13,670	$	154	$	155	$	28,040	$	290	$	302
Full documentation amortizing	80,104		1,311		1,296		68,400		1,070		1,077
Reduced documentation interest-only	16,353		90		88		39,409		622		615
Reduced documentation amortizing	75,482		1,521		1,538		60,440		1,156		1,178
Multi-family	1,769		52		52		6,138		120		138
Commercial real estate	830		4		4		2,698		11		12
Consumer and other loans:
Home equity lines of credit	3,844		24		26		4,648		21		20
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,614		46		43		—		—		—
Multi-family	4,061		73		75		11,821		243		254
Commercial real estate	8,789		207		210		10,668		334		337
Consumer and other loans:
Commercial and industrial	33		3		3		—		—		—
Total impaired loans	$	207,549	$	3,485	$	3,490	$	232,262	$	3,867	$	3,933

20

The following tables set forth information about our mortgage loans receivable by segment and class at June 30, 2017 and 2016 which were modified in a troubled debt restructuring, or TDR, during the periods indicated. Modifications in a TDR for the three months ended June 30, 2017 included interest rate modifications of $3.5 million and extension of maturity date modifications of $492,000. In addition, $2.5 million of loans at June 30, 2017 were classified as TDRs as a result of relief granted under Chapter 7 bankruptcy filings. Modifications in a TDR for the six months ended June 30, 2017 included interest rate modifications of $5.1 million, maturity date modifications of $492,000 and Chapter 7 bankruptcy filings of $3.3 million.

	Modifications During the Three Months Ended June 30,
	2017								2016
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2017			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		2		$	599		$	599		3		$	1,947		$	1,943
Full documentation amortizing		4		1,894			1,891			11		4,274			4,264
Reduced documentation interest-only		—		—			—			1		498			489
Reduced documentation amortizing		7		3,947			3,916			2		529			526
Multi-family		—		—			—			1		338			332
Commercial real estate		—		—			—			1		515			487
Total		13		$	6,440		$	6,406		19		$	8,101		$	8,041
	Modifications During the Six Months Ended June 30,
	2017								2016
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2017			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		3		$	795		$	787		7		$	2,836		$	2,829
Full documentation amortizing		6		2,379			2,369			13		4,865			4,852
Reduced documentation interest-only		3		1,121			1,090			3		1,212			1,196
Reduced documentation amortizing		11		4,742			4,700			5		1,524			1,506
Multi-family		—		—			—			1		338			332
Commercial real estate		—		—			—			1		515			487
Total		23		$	9,037		$	8,946		30		$	11,290		$	11,202

21

The following tables set forth information about our mortgage loans receivable by segment and class at June 30, 2017 and 2016 which were modified in a TDR during the twelve month periods ended June 30, 2017 and 2016 and had a subsequent payment default during the periods indicated.

	For the Three Months Ended June 30,
	2017					2016
(Dollars In Thousands)	Number of Loans		Recorded Investment at June 30, 2017			Number of Loans		Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		3		$	897		3		$	1,084
Full documentation amortizing		1		597			9		2,345
Reduced documentation interest-only		2		879			2		395
Reduced documentation amortizing		4		1,214			—		—
Total		10		$	3,587		14		$	3,824
	For the Six Months Ended June 30,
	2017					2016
(Dollars In Thousands)	Number of Loans		Recorded Investment at June 30, 2017			Number of Loans		Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		4		$	1,085		3		$	1,084
Full documentation amortizing		2		764			9		2,345
Reduced documentation interest-only		2		879			3		970
Reduced documentation amortizing		4		1,214			—		—
Total		12		$	3,942		15		$	4,399

Included in loans receivable at June 30, 2017 are loans in the process of foreclosure collateralized by residential real estate property with a recorded investment of $72.8 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.”

22

5.    Securities Sold UnderAgreements to Repurchase

The following table details the remaining contractual maturities of our agreements to repurchase, or repo agreements, at June 30, 2017.

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

(1) Callable within the next three months and on a quarterly basis thereafter.

The outstanding repo agreements at June 30, 2017 were fixed rate and collateralized by GSE securities, of which 81% were residential mortgage-backed securities and 19% 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, criteria for eligible counterparties has been established and excess collateral pledged is monitored to minimize our exposure.

23

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 June 30,												For the Six Months Ended June 30,
(In Thousands, Except Share Data)	2017						2016							2017						2016
Net income		$	17,983					$	18,336					$	32,390					$	36,901
Preferred stock dividends		(2,194				)		(2,194				)		(4,388				)		(4,388				)
Net income available to common shareholders		15,789						16,142						28,002						32,513
Income allocated to participating securities		(173				)		(160				)		(247				)		(296				)
Net income allocated to common shareholders		$	15,616					$	15,982					$	27,755					$	32,217
Basic weighted average common shares outstanding	100,595,630						100,380,937						100,590,645						100,374,934
Dilutive effect of stock options and restricted stock units (1) (2)	—						—						—						—
Diluted weighted average common shares outstanding	100,595,630						100,380,937						100,590,645						100,374,934
Basic EPS				$	0.16					$	0.16					$	0.28					$	0.32
Diluted EPS				$	0.16					$	0.16					$	0.28					$	0.32

(1) Excludes options to purchase 6,000 shares of common stock which were outstanding during the three months ended June 30, 2016; options to purchase 467 shares of common stock which were outstanding during the six months ended June 30, 2017; and options to purchase 6,495 shares of common stock which were outstanding during the six months ended June 30, 2016 because their inclusion would be anti-dilutive. There were no options to purchase shares of common stock outstanding during the three months ended June 30, 2017.

(2) Excludes 370,749 unvested restricted stock units which were outstanding during the three months ended June 30, 2017; 744,923 unvested restricted stock units which were outstanding during the three months ended June 30, 2016; 430,238 unvested restricted stock units which were outstanding during the six months ended June 30, 2017; and 746,027 unvested restricted stock units which were outstanding during the six months ended June 30, 2016 because the performance conditions have not been satisfied.

24

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 six months ended June 30, 2017 and 2016.

(In Thousands)	At    March 31, 2017				Other Comprehensive Income			At   June 30, 2017
Net unrealized gain on securities available-for-sale		$	1,829			$	658		$	2,487
Net actuarial loss on pension plans and other postretirement benefits		(55,836		)		287			(55,549		)
Prior service cost on pension plans and other postretirement benefits		(2,906		)		28			(2,878		)
Accumulated other comprehensive loss		$	(56,913	)		$	973		$	(55,940	)
(In Thousands)	At   December 31, 2016				Other Comprehensive Income			At   June 30, 2017
Net unrealized gain on securities available-for-sale		$	2,261			$	226		$	2,487
Net actuarial loss on pension plans and other postretirement benefits		(56,207		)		658			(55,549		)
Prior service cost on pension plans and other postretirement benefits		(2,935		)		57			(2,878		)
Accumulated other comprehensive loss		$	(56,881	)		$	941		$	(55,940	)
(In Thousands)	At    March 31, 2016				Other Comprehensive Income			At   June 30, 2016
Net unrealized gain on securities available-for-sale		$	6,812			$	507		$	7,319
Net actuarial loss on pension plans and other postretirement benefits		(57,999		)		315			(57,684		)
Prior service cost on pension plans and other postretirement benefits		(3,020		)		29			(2,991		)
Accumulated other comprehensive loss		$	(54,207	)		$	851		$	(53,356	)
(In Thousands)	At   December 31, 2015				Other Comprehensive Income			At   June 30, 2016
Net unrealized gain on securities available-for-sale		$	2,827			$	4,492		$	7,319
Net actuarial loss on pension plans and other postretirement benefits		(58,396		)		712			(57,684		)
Prior service cost on pension plans and other postretirement benefits		(3,048		)		57			(2,991		)
Accumulated other comprehensive loss		$	(58,617	)		$	5,261		$	(53,356	)

25

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

		For the Three Months Ended   June 30, 2017
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	1,104		$	(446	)		$	658
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		482			(195		)		287
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		47			(19		)		28
Other comprehensive income		$	1,633		$	(660	)		$	973

		For the Six Months Ended   June 30, 2017
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	380		$	(154	)		$	226
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,105			(447		)		658
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		95			(38		)		57
Other comprehensive income		$	1,580		$	(639	)		$	941

		For the Three Months Ended   June 30, 2016
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	852		$	(345	)		$	507
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		528			(213		)		315
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		48			(19		)		29
Other comprehensive income		$	1,428		$	(577	)		$	851

		For the Six Months Ended   June 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 arising during the period		$	7,626			$	(3,083	)		$	4,543
Reclassification adjustment for gain on sales of securities included in net income		(86		)		35				(51		)
Net unrealized gain on securities available-for-sale		7,540				(3,048		)		4,492
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,195				(483		)		712
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		95				(38		)		57
Other comprehensive income		$	8,830			$	(3,569	)		$	5,261

26

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

	For the Three Months Ended June 30,							Income Statement Line Item
(In Thousands)		2017			2016
Reclassification adjustment for net actuarial loss (1)		$	(482	)	$	(528	)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(47		)	(48		)	Compensation and benefits
Total reclassifications, before tax		(529		)	(576		)
Income tax effect		214			232			Income tax expense
Total reclassifications, net of tax		$	(315	)	$	(344	)	Net income

	For the Six Months Ended June 30,							Income Statement Line Item
(In Thousands)		2017			2016
Reclassification adjustment for gain on sales of securities		$	—		$	86		Gain on sales of securities
Reclassification adjustment for net actuarial loss (1)		(1,105		)	(1,195		)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(95		)	(95		)	Compensation and benefits
Total reclassifications, before tax		(1,200		)	(1,204		)
Income tax effect		485			486			Income tax expense
Total reclassifications, net of tax		$	(715	)	$	(718	)	Net income

(1) These other comprehensive income/loss 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.

27

8.    Pension Plans and Other Postretirement Benefits

The following tables set forth information regarding the components of net periodic cost 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 June 30,							For the Three Months Ended June 30,
(In Thousands)		2017			2016				2017			2016
Service cost		$	—		$	—			$	305		$	460
Interest cost		2,338			2,485				236			234
Expected return on plan assets		(3,103		)	(3,058		)		—			—
Recognized net actuarial loss (gain)		656			673				(174		)	(145		)
Amortization of prior service cost		47			48				—			—
Settlement		25			—				—			—
Net periodic (benefit) cost		$	(37	)	$	148			$	367		$	549
		Pension Benefits							Other Postretirement Benefits
	For the Six Months Ended June 30,							For the Six Months Ended June 30,
(In Thousands)		2017			2016				2017			2016
Service cost		$	—		$	—			$	795		$	932
Interest cost		4,768			5,021				491			497
Expected return on plan assets		(6,200		)	(6,116		)		—			—
Recognized net actuarial loss (gain)		1,378			1,407				(273		)	(212		)
Amortization of prior service cost		95			95				—			—
Settlement		86			—				—			—
Net periodic cost		$	127		$	407			$	1,013		$	1,217

9.    Stock Incentive Plans

During the six months ended June 30, 2017, 504,252 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 497,712shares remain outstanding at June 30, 2017 and all of which vest one-third per year beginning in December 2017.  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 six months ended June 30, 2017, 17,532 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 June 30, 2017 and vest 100% in January 2020, although awards immediately vest upon death, disability, mandatory retirement, involuntary termination or a change in control, as such terms are defined in the plan.

28

The following table summarizes restricted common stock and performance-based restricted stock unit activity in our stock incentive plans for the six months ended June 30, 2017.

	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, 2017		639,329			$	14.40			705,600			$	12.41
Granted		521,784			19.80				—			—
Vested		(21,790	)		(12.62		)		—			—
Forfeited		(18,140	)		(16.43		)		(10,000	)		(12.64		)
Expired		—			—				(327,800	)	(1)	(12.14		)
Unvested at June 30, 2017		1,121,183			16.91				367,800			12.64

(1) Expired on February 1, 2017. Performance-based conditions were not achieved.

Stock-based compensation expense is recognized on a straight-line basis over the vesting period and totaled $1.4 million, net of taxes of $947,000, for the three months ended June 30, 2017 and $2.4 million, net of taxes of $1.6 million for the six months ended June 30, 2017. Stock-based compensation expense totaled $314,000, net of taxes of $213,000, for the three months ended June 30, 2016 and $1.3 million, net of taxes of 852,000 for the six months ended June 30, 2016. At June 30, 2017, pre-tax compensation cost related to all unvested awards of restricted common stock and restricted stock units not yet recognized totaled $14.7 million and will be recognized over a weighted average period of approximately 2.0 years, which excludes $2.3 million of pre-tax compensation cost related to 183,900 performance-based restricted stock units granted in 2015, for which compensation cost will begin to be recognized when the achievement of the performance conditions becomes probable.

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 $14.3 million at June 30, 2017 and $15.7 million at December 31, 2016. Our funding obligation related to such investments, reflected in other liabilities in the consolidated statements of financial condition, totaled $9.8 million at June 30, 2017 and $12.0 million at December 31, 2016. Funding installments are due on an "as needed" basis, currently projected over the next twelve months, the timing of which cannot be estimated.

Expense related to our investments in affordable housing limited partnerships totaled $733,000 for the three months ended June 30, 2017 and $1.4 million for the six months ended June 30, 2017, included in income tax expense in the consolidated statements of income. Such expense totaled $353,000 for the threemonths ended June 30, 2016 and $705,000 for the sixmonths ended June 30, 2016, included in other non-interest expense in the consolidated statements of income. Affordable housing tax credits and other tax benefits recognized as a component of income tax expense in the consolidated statements of income totaled $563,000 for the three months ended June 30, 2017 and $483,000 for the three months ended June 30, 2016. Such tax credits and other tax benefits totaled $1.2 million for the six months ended June 30, 2017 and $873,000 for the sixmonths ended June 30, 2016.

29

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, increased to 1.25% on January 1, 2017 and will increase to 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.

At June 30, 2017, 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 June 30, 2017 also exceeded the minimum capital requirements shown in the table below including the currently applicable Conservation Buffer of 1.25%. The following tables set forth information regarding the regulatory capital requirements applicable to Astoria Financial Corporation and Astoria Bank.

	At June 30, 2017
	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	$	1,597,712	11.34	%		$	563,739	4.00	%		N/A		N/A			$	704,673	5.00	%
Common equity tier 1 risk-based	1,470,451		19.03			347,681		4.50			$	444,259	5.75	%		502,206		6.50
Tier 1 risk-based	1,597,712		20.68			463,575		6.00			560,153		7.25			618,100		8.00
Total risk-based	1,677,630		21.71			618,100		8.00			714,678		9.25			772,624		10.00
Astoria Bank:
Tier 1 leverage	$	1,717,805	12.28	%		$	559,601	4.00	%		N/A		N/A			$	699,501	5.00	%
Common equity tier 1 risk-based	1,717,805		22.28			346,965		4.50			$	443,344	5.75	%		501,171		6.50
Tier 1 risk-based	1,717,805		22.28			462,620		6.00			558,999		7.25			616,826		8.00
Total risk-based	1,797,723		23.32			616,826		8.00			713,206		9.25			771,033		10.00

30

	At December 31, 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	$	1,572,750	10.85	%		$	579,829	4.00	%		N/A		N/A			$	724,786	5.00	%
Common equity tier 1 risk-based	1,448,341		17.29			376,857		4.50			$	429,199	5.125	%		544,350		6.50
Tier 1 risk-based	1,572,750		18.78			502,477		6.00			554,818		6.625			669,969		8.00
Total risk-based	1,659,221		19.81			669,969		8.00			722,310		8.625			837,461		10.00
Astoria Bank:
Tier 1 leverage	$	1,742,580	12.09	%		$	576,660	4.00	%		N/A		N/A			$	720,825	5.00	%
Common equity tier 1 risk-based	1,742,580		20.85			376,129		4.50			$	428,369	5.125	%		543,297		6.50
Tier 1 risk-based	1,742,580		20.85			501,505		6.00			553,745		6.625			668,673		8.00
Total risk-based	1,829,051		21.88			668,673		8.00			720,913		8.625			835,841		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.

31

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 June 30, 2017
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	216,918	$	—	$	216,918
Non-GSE issuance REMICs and CMOs	851		—		851
GSE pass-through certificates	8,007		—		8,007
Obligations of GSEs	29,202		—		29,202
Fannie Mae stock	2		2		—
Total securities available-for-sale	$	254,980	$	2	$	254,978
	Carrying Value at December 31, 2016
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	240,793	$	—	$	240,793
Non-GSE issuance REMICs and CMOs	1,443		—		1,443
GSE pass-through certificates	8,930		—		8,930
Obligations of GSEs	28,875		—		28,875
Fannie Mae stock	4		4		—
Total securities available-for-sale	$	280,045	$	4	$	280,041

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 89% of our securities available-for-sale portfolio at June 30, 2017 and 90% at December 31, 2016.  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 inputs readily available, comprised 100% of our available-for-sale residential mortgage-backed securities portfolio at June 30, 2017 and 99% atDecember 31, 2016.

32

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 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 11% of our securities available-for-sale portfolio at June 30, 2017 and 10% at December 31, 2016 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 and integrates relative credit information, observed market movements and sector news into their pricing applications and models. Spread scales, representing credit risk, are created and are based on the new issue market, secondary trading and dealer quotes.  Option adjusted spread, or OAS, models are incorporated to adjust spreads of issues that have early redemption features. 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 June 30, 2017			At December 31, 2016
Non-performing loans held-for-sale, net		$	499		$	143
Impaired loans		116,845			124,101
MSR, net		10,168			10,130
REO, net		14,807			14,428
Total		$	142,319		$	148,802

33

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 Six Months Ended June 30,
(In Thousands)		2017			2016
Non-performing loans held-for-sale, net (1)		$	(77	)	$	(167	)
Impaired loans (2)		(2,543		)	(3,019		)
MSR, net (3)		413			(1,622		)
REO, net (4)		(732		)	(789		)
Total		$	(2,939	)	$	(5,597	)

(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) Upon the transfer of a loan to REO, losses are charged to the allowance for loan losses and gains are credited to the allowance for loan losses, to the extent of prior period loan charge-offs taken, or credited to fair value gain which is a component of other non-interest income.  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)

Fair values of non-performing loans held-for-sale 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 June 30, 2017, we held-for-sale two non-performing multi-family mortgage loans. At December 31, 2016, we held-for-sale one non-performing multi-family mortgage loan.

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 92% residential mortgage loans, 6% multi-family and commercial real estate mortgage loans and 2% home equity lines of credit at June 30, 2017 and 90% residential mortgage loans, 8% multi-family and commercial real estate mortgage loans and 2%home equity lines of credit at December 31, 2016.  Impaired loans for which a fair value adjustment was recognized were comprised of 93% residential mortgage loans, 6% multi-family and commercial real estate mortgage loans and 1% home equity lines of credit at June 30, 2017 and 90% residential mortgage loans, 9% multi-family and commercial real estate mortgage loans and 1% home equity lines of credit at December 31, 2016.  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 due and monthly thereafter until the foreclosure process is complete.  We obtain updated estimates of collateral

34

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 June 30, 2017, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 9.93%, a weighted average constant prepayment rate on mortgages of 10.32% and a weighted average life of 6.0 years.  At December 31, 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 10.63% and a weighted average life of 6.0 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. All of our REO consisted of residential properties at June 30, 2017 and December 31, 2016. 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 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

35

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 June 30, 2017
	Carrying Value		Estimated Fair Value
(In Thousands)			Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,915,465	$	2,874,880	$	2,874,880	$	—
FHLB-NY stock	105,958		105,958		105,958		—
Loans held-for-sale, net (1)	7,920		8,140		—		8,140
Loans receivable, net (1)	9,820,132		9,823,388		—		9,823,388
MSR, net (1)	10,168		10,171		—		10,171
Financial Liabilities:
Deposits	8,889,556		8,899,905		8,899,905		—
Borrowings, net	3,177,945		3,276,424		3,276,424		—

	At December 31, 2016
	Carrying Value		Estimated Fair Value
(In Thousands)			Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,740,132	$	2,690,546	$	2,690,546	$	—
FHLB-NY stock	124,807		124,807		124,807		—
Loans held-for-sale, net (1)	11,584		11,589		—		11,589
Loans receivable, net (1)	10,331,087		10,318,246		—		10,318,246
MSR, net (1)	10,130		10,133		—		10,133
Financial Liabilities:
Deposits	8,877,055		8,887,745		8,887,745		—
Borrowings, net	3,634,752		3,747,657		3,747,657		—

_______________________________________________________

(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.

36

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 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.

Sterling Merger-related Litigation

Following the announcement of the execution of the Sterling Merger Agreement, a number of lawsuits challenging the proposed Sterling Merger were filed: (1) MSS 1209 Trust v. Astoria Financial Corporation, et al., Index No. 602161/2017, filed March 13, 2017 in the Supreme Court of the State of New York, County of Nassau, or the MSS Action; (2) Parshall v. Astoria Financial Corporation, et al., Case No. 1:17-cv-02165, filed April 10, 2017 in the United States District Court for the Eastern District of New York, or the Parshall Action; (3) Minzer v. Astoria Financial Corporation, et al., Case No. 2017-0284, filed April 12, 2017 in the Court of Chancery of the State of Delaware, or the Minzer Action; (4) O’Connell v. Astoria Financial Corporation, et al., Index No. 603703/2017, filed April 28, 2017 in the Supreme Court of the State of New

37

York, County of Nassau, or the O’Connell Action, and together with the MSS Action and the Minzer Action, the State Court Actions; and (5) Jenkins v. Astoria Financial Corporation, et al., Case No. 1:17-cv-02608, filed May 2, 2017 in the United States District Court for the Eastern District of New York, or the Jenkins Action, and together with the Parshall Action, the Federal Actions. Collectively, the State Court Actions and the Federal Actions are referred to as the Class Actions. Each of these lawsuits is a putative class action filed on behalf of stockholders of Astoria and names as defendants Astoria, its directors and Sterling.

The plaintiffs in the State Court Actions generally allege that the directors of Astoria breached their fiduciary duties in connection with their approval of the Sterling 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 plaintiffs in the State Court Actions further variously allege that (i) the directors of Astoria approved the Sterling Merger through a flawed 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; and (ii) the directors of Astoria breached their fiduciary duties because they agreed to unreasonable deal protection devices that allegedly preclude other bidders from making a successful competing offer for Astoria. The plaintiffs in the State Court Actions further allege that Sterling aided and abetted the alleged fiduciary breaches by the Astoria Board of Directors.

The plaintiffs in the Federal Actions variously allege that the defendants violated federal securities laws by disseminating a registration statement that omitted material information with respect to the Sterling Merger. The plaintiffs in the O’Connell Action and the Minzer Action also allege that the registration statement is materially misleading.

Plaintiffs in the Class Actions seek, among other things, an order enjoining completion of the proposed Sterling Merger, additional disclosure, rescission of the transaction or rescissory damages if the Sterling Merger is consummated, and an award of costs and attorneys’ fees.

On June 6, 2017, Astoria, Sterling and the plaintiffs in the Class Actions entered into a memorandum of understanding, or the MOU, which provides for the settlement of the Class Actions. The MOU contemplates, among other things, that Astoria would make certain supplemental disclosures relating to the Sterling Merger. Although the defendants deny the allegations made in the Class Actions and believe that no supplemental disclosure is required under applicable laws, in order to minimize the distraction, burden, risk and expense of further litigation and in order to avoid any possible delay in the closing of the proposed Sterling Merger, Astoria agreed to make such supplemental disclosures pursuant to the terms of the MOU, which supplemental disclosures were made in Exhibit 99.1 to the Current Report on Form 8-K filed by Astoria with the SEC on June 7, 2017. Furthermore, pursuant to the MOU, plaintiffs in the Minzer Action, the Parshall Action and the Jenkins Action voluntarily dismissed their respective actions without prejudice.

In addition, on April 26, 2017, a separate putative class action challenging the proposed Sterling Merger, Garfield v. Sterling Bancorp, et al., Index No. 031888/2017, was filed in the Supreme Court of the State of New York, County of Rockland, or the Garfield Action. This lawsuit was brought on behalf of the stockholders of Sterling and names Sterling, its directors and Astoria as defendants. The complaint alleges, among other things, that Astoria aided and abetted a breach of the Sterling directors’ fiduciary duty of candor by jointly filing a materially deficient and misleading proxy statement. Sterling and Astoria agreed to make certain supplemental disclosures relating to the Sterling Merger, which supplemental disclosures were made in Exhibit 99.2 to the Current Report on Form 8-K filed by Astoria with the SEC on June 7, 2017, in contemplation of a potential settlement of the Garfield Action. On June 30, 2017, Sterling, Astoria and the plaintiffs in the Garfield Action entered into a Stipulation and Settlement, or the Garfield Stipulation, pursuant to which, in addition to the supplemental disclosures made on June 7, 2017, Sterling agreed, subject to final court approval,

38

to pay to plaintiffs’ counsel a fixed amount in full settlement of the plaintiffs’ claim for attorneys’ fees and expenses. Although the defendants in the Garfield Action continue to deny the allegations made in the Garfield Action, they have nevertheless agreed to enter into the Garfield Stipulation in order to avoid the costs, disruption and distraction of further litigation.

On May 15, 2017, another putative class action, Karp v. Astoria Financial Corporation, et al., Index No. 604286/2017, was filed in the Supreme Court of the State of New York, County of Nassau, or the Karp Action, challenging the proposed Sterling Merger on substantially similar grounds as the other State Court Actions. Plaintiffs in the Karp Action seek similar remedies as the plaintiffs in the State Court Actions, as well as an order enjoining individual defendants from initiating any defensive measures or taking other actions that would allegedly inhibit their ability to maximize value for Astoria stockholders. Following the execution of the MOU, on July 10, 2017, Astoria, Sterling and the plaintiffs in the Karp Action entered into a Stipulation as to Scheduling and Acceptance of Service, or the Stipulation, pursuant to which the defendants’ time to answer, move or otherwise respond to the Karp Action has been extended indefinitely pending the outcome of any settlement approval process pursuant to the MOU.

The defendants continue to believe that all of these actions are without merit. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at June 30, 2017 with respect to these matters.

The settlements contemplated by the MOU and the Garfield Stipulation are subject to confirmatory discovery and customary conditions, including court approval following notice to Astoria’s and Sterling’s stockholders, respectively. If the settlements are finally approved by the court, they will resolve and release all claims by stockholders of Astoria and Sterling challenging any aspect of the Sterling Merger, the Sterling Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlements.

There can be no assurance that the court will approve the settlements contemplated by the MOU and the Garfield Stipulation. If the court does not approve either or both of the settlements, or if the settlements are otherwise disallowed or terminated by plaintiffs or defendants, to the extent provided for therein, the proposed settlements may become null and void. If the MOU and/or the Garfield Stipulation 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 Recent Accounting Standards and Interpretations

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” to replace all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance, providing a unified model to determine when and how revenue is recognized. We will adopt this guidance in the first quarter of 2018 using the modified retrospective method with a cumulative-effect adjustment to opening retained earnings, as appropriate. Our revenue is comprised of net interest income on financial assets and financial liabilities and non-interest income. The scope of ASU 2014-09 explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of our revenues will not be affected. Other recurring revenue streams are within the scope of ASU 2014-09, including revenues associated with certain products and services offered by our banking and

39

insurance businesses. Our preliminary analysis suggests that adoption of ASU 2014-09 is not expected to have a material impact on our financial condition or results of operations.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-01 require all equity investments to be measured at fair value, with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those resulting in consolidation of the investee). The amendments in ASU 2016-01 also require an entity to present separately in “other comprehensive income” the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU 2016-01 eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 is not expected to have a material effect on our consolidated statements of condition or results of operations.

In February 2016, the FASB issued 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 that will be depreciated over the term of the lease and a lease liability measured on a discounted basis. This will require many entities including Astoria Bank to include more existing leases on-balance sheet. We have identified several areas that are within the scope of ASU 2016-02, including Astoria Bank's contracts with respect to leased real estate and office equipment. We continue to evaluate the impact of ASU 2016-02, including determining whether other contracts exist that are deemed to be in scope. As such, no conclusions have yet been reached regarding the potential impact of adoption on our financial condition, results of operations or cash flows. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim period within those fiscal years.

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. While we have begun the process of compiling historical loss data by loan category, 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. Further, to date, no guidance has been issued by either our or Astoria Bank’s primary regulator with respect to how the impact of ASU 2016-13 is to be treated for regulatory capital purposes.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment,” as an update for entities that perform an annual goodwill impairment test. This update eliminates Step 2 from the goodwill impairment test and allows companies to measure

40

impairment by comparing the fair value of a reporting unit with its carrying amount. Thus, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The new standard is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We continue to evaluate the impact of ASU 2017-04, but the adoption is not expected to have a material effect on our consolidated statements of condition or results of operations.

41

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 those that may be implemented by the new administration in Washington, D.C.;

• supervision and examination by 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 Sterling 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 Sterling Merger Agreement could be terminated under certain circumstances;

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

• delays in closing the Sterling Merger.

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

42

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. 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 our position as a more fully diversified, full service community bank. We focus on our core businesses of portfolio lending and deposit gathering while maintaining strong asset quality and operating expense management. 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 emphasis 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. We also continue to originate residential mortgage loans, though at a slower pace, resulting in a managed decline of our residential loan portfolio. 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 U.S. economic activity has been expanding at a moderate pace since mid-2016, the operating environment continues to remain challenging. Interest rates have been at or near historical lows, despite the March 2017 and June 2017 actions by the Federal Open Market Committee, or FOMC, to raise the federal funds interest rate by 25 basis points in each instance. Long term interest rates have been somewhat volatile during the past six months and sensitive to varied economic data, the uncertainty of the impact of the FOMC's rate increases and the divergence in monetary policy of the FOMC and its global counterparts. For example, the ten-year U.S. Treasury rate started the year at 2.44% and ended June 30, 2017 at 2.31%, while ranging between a low of 2.14% and a high of 2.62% in the first half of 2017. The national unemployment rate decreased to 4.4% for June 2017, compared to 4.7% for December 2016, and new job growth has been solid in recent months.

Net income available to common shareholders for the three months ended June 30, 2017 was flat compared to the three months ended June 30, 2016. A decline in net interest income was largely offset by a decrease in non-interest expense. Net income available to common shareholders for the six months ended June 30, 2017 decreased compared to the six months ended June 30, 2016. The decrease was primarily attributable to a decline in net interest income, partially offset by a decrease in non-interest expense. Non-interest expense for the six months ended June 30, 2017 includes a $4.0 million one-time charge associated with the recognition of the settlement cost related to lease obligations in connection with the residential lending team being relocated to other existing office space.

Net interest income for the three and six months ended June 30, 2017 decreased compared to the three and six months ended June 30, 2016. The decline was primarily due to a reduction in our residential mortgage loan portfolio, as well as declines in both the balance and average yield on our multi-family and commercial real estate mortgage loan portfolio, partially offset by an increase in both the balance and average yield on mortgage-backed and other securities.

The provision for loan losses credited to operations for the three months ended June 30, 2017 totaled $2.5 million compared to $3.0 million for the three months ended June 30, 2016. For the six months ended June 30,

43

2017, the provision for loan losses credited to operations was $4.9 million compared to $6.1 million for the six months ended June 30, 2016. The allowance for loan losses totaled $79.5 million at June 30, 2017, compared to $86.1 million at December 31, 2016. The reduction in the allowance for loan losses at June 30, 2017 compared to December 31, 2016, and the provision credited to operations for the three and six months ended June 30, 2017, reflects the results of our quarterly review of the adequacy of the allowance for loan losses. Changes in the size and composition of our loan portfolio resulted in reduced reserve needs in the 2017 periods. We continue to maintain our allowance for loan losses at a level which we believe is appropriate given the continued improvement in our loan loss experience, as well as improved asset quality in our loan portfolio as a result of reductions in the balances of certain loan classes we believe bear higher risk, the quality of our loan originations and the contraction of the overall loan portfolio.

Non-interest income was flat for the three and six months ended June 30, 2017 compared to the three and six months ended June 30, 2016, reflecting an increase in mortgage banking income, net, offset by declines in customer service fee income. Non-interest expense decreased for the three months ended June 30, 2017 compared to the three months ended June 30, 2016, reflecting declines in advertising, federal deposit insurance premium, compensation and benefits expense and other expense. Non-interest expense decreased for the six months ended June 30, 2017 compared to the six months ended June 30, 2016, reflecting declines in advertising, federal deposit insurance premium and compensation and benefits expense, partially offset by increases in other expense and occupancy, equipment and systems expense. The increase in other expense was primarily due to a $4.0 million one-time charge associated with the recognition of the settlement cost related to lease obligations in connection with the residential lending team being relocated to other existing office space.

Total assets declined during the six months ended June 30, 2017, primarily due to decreases in our residential, multi-family and commercial real estate mortgage loan portfolios. The continued overall balance sheet decline reflects primarily the prolonged low interest rate environment which caused an excess of loan repayments over originations and purchases during the six months ended June 30, 2017 within the mortgage loan portfolios, particularly as it relates to residential loans. With respect to our multi-family and commercial real estate lending, the higher interest rate environment in the first half of 2017 as compared with the same period in 2016, had the effect of reducing refinancing activities by borrowers. In addition, we believe that market perceptions of Astoria's merger activities during 2016 and the first half of 2017 served to dampen opportunities for new business growth in the multi-family and commercial real estate portfolios.

As a result of a decrease in our loan portfolios, borrowed funds declined during the six months ended June 30, 2017. An increase in core deposits also served to reduce borrowing needs. The growth in core deposits reflected increases in money market, checking and savings accounts. At June 30, 2017, core deposits represented 83% of total deposits, a slight increase from December 31, 2016. Total deposits included $1.13 billion of business deposits at June 30, 2017, an increase of 4% since December 31, 2016, substantially all of which were core deposits, reflecting the expansion of our business banking operations. We expect that the continued growth of our business banking operations should allow us to continue to grow our low cost core deposits.

Stockholders’ equity increased to $1.74 billion as of June 30, 2017 compared to $1.71 billion as of December 31, 2016. The increase was primarily the result of earnings in excess of dividends on our common and preferred stock and stock-based compensation recognized during the six months ended June 30, 2017.

44

Merger Agreement with Sterling Bancorp

On March 6, 2017, Astoria entered into the Sterling Merger Agreement. The Sterling Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Astoria will merge with and into Sterling, with Sterling as the surviving corporation. Immediately following the consummation of the Sterling Merger, Astoria’s wholly owned subsidiary, Astoria Bank, will merge with and into Sterling’s wholly owned subsidiary, Sterling National Bank. Sterling National Bank will be the surviving entity in the Sterling Bank Merger. The Sterling Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Astoria and Sterling.

Subject to the terms and conditions of the Sterling Merger Agreement, at the Effective Time of the Sterling Merger, Astoria stockholders will have the right to receive 0.875 shares of Sterling Common Stock for each share of Astoria Common Stock. Also in the Sterling 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 Sterling 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 Sterling Merger Agreement contains customary representations and warranties from both Astoria and Sterling, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Astoria’s and Sterling’s businesses during the interim period between the execution of the Sterling Merger Agreement and the Effective Time, (2) the obligation of Sterling to call a meeting of its stockholders to adopt the Sterling Merger Agreement and approve an amendment to its charter to increase the authorized shares of Sterling Common Stock from 190 million to 310 million, and, subject to certain exceptions, to recommend that its stockholders adopt the Sterling Merger Agreement and the transactions contemplated thereby, (3) the obligation of Astoria to call a meeting of its stockholders to adopt the Sterling Merger Agreement, and, subject to certain exceptions, to recommend that its stockholders adopt the Sterling Merger Agreement, and (4) Astoria’s non-solicitation obligations relating to alternative acquisition proposals. Astoria and Sterling 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 Sterling Merger Agreement.

The completion of the Sterling Merger is subject to customary conditions, including (1) adoption of the Sterling Merger Agreement by Astoria’s stockholders, (2) adoption of the Sterling Merger Agreement and approval of the Sterling charter amendment by Sterling’s stockholders, (3) authorization for listing on the New York Stock Exchange of the shares of Sterling Common Stock to be issued in the Sterling Merger, (4) the receipt of required regulatory approvals, including the approval of the FRB and the OCC, (5) effectiveness of the registration statement on Form S-4 for the Sterling Common Stock to be issued in the Sterling Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Sterling Merger or making the completion of the Sterling Merger illegal. The registration statement on Form S-4 for the Sterling Common Stock to be issued in the Sterling Merger was filed on April 5, 2017 and was declared effective by the SEC on April 28, 2017. Special meetings of Astoria’s and Sterling’s respective stockholders were held on June 13, 2017, at which Astoria’s stockholders adopted the Sterling Merger Agreement and Sterling’s stockholders adopted the Sterling Merger Agreement and approved the Sterling charter amendment. In addition, all applications and notices necessary to obtain the required regulatory approvals to complete the Sterling Merger have been submitted or sent by Astoria or Sterling.

Each party’s obligation to complete the Sterling Merger is also subject to certain additional customary conditions, including (1) subject to certain exceptions, the accuracy of the representations and warranties of

45

the other party, (2) performance in all material respect by the other party of its obligations under the Sterling Merger Agreement, and (3) receipt by such party of an opinion from its counsel to the effect that the Sterling Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

The Sterling Merger Agreement also provides certain termination rights for both Astoria and Sterling and further provides that a termination fee of $75.7 million will be payable by either Astoria or Sterling, as applicable, upon termination of the Sterling Merger Agreement under certain circumstances.

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 2016 Annual Report on Form 10-K, as supplemented by our March 31, 2017 Quarterly Report 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 postretirement 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 2016 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

46

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 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. 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 and home equity and other consumer loan portfolio 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

47

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 collectability 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 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.

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 predictive modeling techniques. We also 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,

48

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). 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 time frame 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. 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 collectability 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, (9) external factors such as competition and legal or regulatory requirements and (10) factors arising outside the scope of the aforementioned nine factors may also be considered as appropriate. In addition to the ten 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 $79.5 million was appropriate

49

at June 30, 2017, compared to $86.1 million at December 31, 2016. The provision for loan losses credited to operations totaled $4.9 million for the six months ended June 30, 2017.

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 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 2016 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 June 30, 2017, our MSR had a carrying value of $10.2 million, net of a valuation allowance of $1.8 million, which approximated the estimated fair value based on expected future cash flows considering a weighted average discount rate of 9.93%, a weighted average constant prepayment rate on mortgages of 10.32% and a weighted average life of 6.0 years. At December 31, 2016, our MSR had a carrying value of $10.1 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 9.94%, a weighted average constant prepayment rate on mortgages of 10.63% and a weighted average life of 6.0 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

50

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 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 June 30, 2017, 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. No events have occurred and no circumstances have changed since our annual impairment test date 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 84% of our securities portfolio at June 30, 2017. Non-GSE issuance mortgage-backed securities at June 30, 2017 comprised less than 1% of our securities portfolio and had an amortized cost of $1.0 million, with 82% classified as available-for-sale and 18% 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

51

comprehensive income/loss, net of applicable taxes. At June 30, 2017, we held 208 securities with an estimated fair value totaling $2.4 billion, which had an unrealized loss totaling $50.8 million. Of the securities in an unrealized loss position at June 30, 2017, $307.8 million, with an unrealized loss of $10.3 million, had been in a continuous unrealized loss position for 12 months or longer. At June 30, 2017, 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.

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, of $93.7 million at June 30, 2017, compared to $93.1 million at December 31, 2016, with no valuation allowance being appropriate for either period. 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.

52

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.

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 2016 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 decreased to $1.54 billion for the six months ended June 30, 2017, compared to $1.56 billion for the six months ended June 30, 2016.

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 $44.9 million for the six months ended June 30, 2017 and $45.1 million for the six months ended June 30, 2016. Deposits increased $12.5 million during the six months ended June 30, 2017 and

53

decreased $154.9 million during the six months ended June 30, 2016. The increase for the six months ended June 30, 2017 was due to a net increase in core deposits, partially offset by a decrease in certificates of deposit. The decrease in deposits for the six months ended June 30, 2016 was due to a decrease in certificates of deposit, partially offset by a net increase in core deposits. During the six months ended June 30, 2017 and 2016, we continued to allow high cost certificates of deposit to run off. Total deposits included business deposits of $1.13 billion at June 30, 2017, an increase of $43.8 million since December 31, 2016. At June 30, 2017, core deposits represented 83% of total deposits. We have continued our 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 $456.8 million during the six months ended June 30, 2017 compared to an increase of $54.3 million during the six months ended June 30, 2016. The decrease in net borrowings for the six months ended June 30, 2017 was primarily due to a decrease in FHLB-NY advances. During the quarter, we repaid at maturity our $250.0 million 5.000% Senior Notes due June 19, 2017. The repayment was funded in part with the net proceeds of the issuance of $200.0 million 3.500% Senior Notes due June 8, 2020, with the remainder of the repayment funded with cash on hand.

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 six months ended June 30, 2017 totaled $444.4 million, of which $222.3 million were multi-family and commercial real estate mortgage loan originations, $143.3 million were residential mortgage loan originations and $78.8 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 six months ended June 30, 2016 totaling $673.7 million, of which $411.0 million were multi-family and commercial real estate mortgage loan originations, $162.5 million were residential mortgage loan originations and $100.2 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. Residential mortgage loan repayments outpaced originations and purchases during the six months ended June 30, 2017, resulting in a net reduction in that portfolio of $380.9 million. Multi-family and commercial real estate mortgage loan originations declined for the six months ended June 30, 2017 compared to the six months ended June 30, 2016, reflective of reduced refinancing activities by borrowers, a result of a higher interest rate environment. In addition, we believe that market perceptions of Astoria’s merger activities during 2016 and the first half of 2017 served to dampen opportunities for new business growth in the multi-family and commercial real estate portfolios. Purchases of securities totaled $677.1 million during the six months ended June 30, 2017 and $852.6 million during the six months ended June 30, 2016.

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 and to be prepared for the possibility of adverse conditions which could result in the need for additional liquidity. 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 $105.8 million at June 30, 2017 and $129.9 million at December 31, 2016. At June 30, 2017, we had $1.03 billion of borrowings with a weighted average interest

54

rate of 1.23% 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 June 30, 2017, we had $1.95 billion of callable borrowings, which were contractually callable by the counterparty within the next three 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 June 30, 2017, FHLB-NY advances totaled $1.71 billion, or 54% of total borrowings. We do not believe any of our borrowing counterparty concentrations represent a material risk to our liquidity. In addition, we had $558.0 million of certificates of deposit at June 30, 2017 with a weighted average interest rate of 0.57% maturing over 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 June 30, 2017.

	Borrowings					Certificates of Deposit
				Weighted Average Rate				Weighted Average Rate
(Dollars in Millions)	Amount					Amount
Contractual Maturity:
12 months or less	$	1,030		1.23	%	$	558	0.57	%
13 to 36 months	2,050		(1)	3.52		642		1.35
37 to 60 months	100		(2)	4.05		336		1.55
Over 60 months	—			—		1		1.72
Total	$	3,180		2.79	%	$	1,537	1.11	%

(1) Includes $1.85 billion of borrowings, with a weighted average rate of 3.52%, which are callable by the counterparty within the next three months and on a quarterly basis thereafter.

(2) Callable by the counterparty within the next three 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 $562.2 million at June 30, 2017. 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 June 30, 2017, we had pledged as collateral with the Federal Reserve Bank of New York securities with an amortized cost of $151.7 million and commercial real estate mortgage loans with an unpaid principal balance of $917.7 million. We view the discount window as a secondary source of liquidity and, during the six months ended June 30, 2017, we did not utilize this source.

Through its membership in the FHLB-NY, Astoria 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 June 30, 2017, Astoria Bank had residential mortgage loans pledged to the FHLB-NY sufficient to support additional borrowings of approximately $2.51 billion.

Astoria 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 June 30, 2017, Astoria Bank had approximately $1.83 billion (amortized cost) of investment securities available to be pledged to support borrowings.

55

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 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 Sterling Merger Agreement, we are limited in our ability to issue or sell our capital stock without the consent of Sterling. Sterling has agreed not to unreasonably withhold any such consent. On June 8, 2017, we sold $200.0 million aggregate principal amount of senior unsecured notes due June 8, 2020 bearing a fixed rate of 3.500%.

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 six months ended June 30, 2017, 3,696 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 $70,000.

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 six months ended June 30, 2017, Astoria Financial Corporation paid dividends on common and preferred stock totaling $12.5 million. On June 16, 2017, 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 April 15, 2017 through and including July 14, 2017, which was paid on July 17, 2017 to stockholders of record as of June 30, 2017. On July 26, 2017, our Board of Directors declared a quarterly cash dividend of $0.04 per share on shares of our common stock payable on August 21, 2017 to stockholders of record as of August 7, 2017.

Our ability to pay dividends, service our debt obligations and repurchase common stock is dependent primarily upon receipt of capital distributions from Astoria Bank. During the six months ended June 30, 2017, Astoria Bank paid dividends to Astoria Financial Corporation totaling $68.7 million. 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 2016 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 Sterling Merger Agreement, we may not pay quarterly cash dividends in excess of $0.04 per share of Astoria Common Stock or repurchase

56

shares of Astoria Common Stock without the consent of Sterling. Sterling has agreed not to unreasonably withhold any such consent.

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

At June 30, 2017, our tangible common equity ratio, which represents common stockholders’ equity less goodwill divided by total assets less goodwill, was 10.20%. 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,” in our 2016 Annual Report on Form 10-K. At June 30, 2017, 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 June 30, 2017, Astoria Financial Corporation's Tier 1 leverage capital ratio was 11.34%, Common equity tier 1 risk-based capital ratio was 19.03%, Tier 1 risk-based capital ratio was 20.68% and Total risk-based capital ratio was 21.71%, and Astoria Bank’s Tier 1 leverage capital ratio was 12.28%, Common equity tier 1 risk-based and Tier 1 risk-based capital ratios were 22.28% and Total risk-based capital ratio was 23.32%. For additional information on the regulatory capital ratios of Astoria Financial Corporation and Astoria Bank at June 30, 2017, 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 $22.5 million at June 30, 2017.  The fair values of our mortgage banking derivative financial instruments are immaterial to our financial condition and results of operations.

57

The following table details our contractual obligations at June 30, 2017.

	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	$	2,800,000	$	650,000	$	2,050,000	$	100,000	$	—
Off-balance sheet contractual obligations: (1)
Commitments to originate and purchase loans (2)	288,876		288,876		—		—		—
Commitments to fund unused lines of credit (3)	222,985		222,985		—		—		—
Total (4)	$	3,311,861	$	1,161,861	$	2,050,000	$	100,000	$	—

(1) Excludes contractual obligations related to operating lease commitments which have not changed significantly since December 31, 2016.

(2) Includes commitments to originate loans held-for-sale of $13.9 million.

(3) Includes commitments to fund commercial and industrial lines of credit of $153.9 million, home equity lines of credit of $38.5 million, and other consumer lines of credit of $30.6 million.

(4) Excludes an obligation related to our investments in affordable housing limited partnerships totaling $9.8 million at June 30, 2017, the funding installments of which are made on an “as needed” basis.

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, 2016 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 2016 Annual Report on Form 10-K. We also have contingent liabilities related to assets sold with recourse and standby letters of credit which have not changed significantly from December 31, 2016.

For further information regarding our off-balance sheet arrangements and contractual obligations, see Part II, Item 7, “MD&A,” in our 2016 Annual Report on Form 10-K.

Comparison of Financial Condition as of June 30, 2017 and December 31, 2016 and Operating Results for the Three and Six Months Ended June 30, 2017 and 2016

Financial Condition

Total assets declined $410.3 million to $14.15 billion at June 30, 2017, from $14.56 billion at December 31, 2016, primarily attributable to a net decline in our loan portfolio, partially offset by an increase in our securities portfolio. Loans receivable decreased $517.6 million to $9.90 billion at June 30, 2017, from $10.42 billion at December 31, 2016, and represented 70% of total assets at June 30, 2017. The decline in our mortgage loan portfolio reflects repayments of $935.6 million which were in excess of originations and purchases of $444.4 million during the six months ended June 30, 2017.

Our residential mortgage loan portfolio decreased $380.9 million to $4.98 billion at June 30, 2017, from $5.37 billion at December 31, 2016, and represented 51% of our total loan portfolio at June 30, 2017. Residential mortgage loan repayments outpaced our origination and purchase volume during the six months ended June 30, 2017, reflecting the low interest rate environment and our reduced emphasis on the origination and purchase of residential mortgage loans for portfolio. Residential mortgage loan originations and purchases for portfolio totaled $222.1 million during the six months ended June 30, 2017, of which $143.3 million were originations and $78.8 million were purchases. During the six months ended June 30, 2017, the loan-to-value ratio of our residential mortgage loan originations and purchases for portfolio, at the time

58

of origination or purchase, averaged approximately 57% and the loan amount averaged approximately $544,000.

Our multi-family mortgage loan portfolio decreased $62.0 million to $3.98 billion at June 30, 2017, from $4.05 billion at December 31, 2016, and represented 40% of our total loan portfolio at June 30, 2017. Our commercial real estate mortgage loan portfolio decreased $60.5 million to $668.7 million at June 30, 2017 compared to $729.3 million at December 31, 2016 and represented 7% of our total loan portfolio at June 30, 2017. Multi-family and commercial real estate loan originations totaled $222.3 million during the six months ended June 30, 2017. During the six months ended June 30, 2017, our multi-family and commercial real estate mortgage loan originations reflected loan balances averaging approximately $2.6 million with a weighted average loan-to-value ratio, at the time of origination, of approximately 36% and a weighted average debt service coverage ratio of approximately 1.52.

Our securities portfolio increased $150.3 million to $3.17 billion at June 30, 2017 compared to $3.02 billion at December 31, 2016 and represented 22% of total assets at June 30, 2017. Purchases totaling $677.1 million were in excess of repayments and maturities of $524.2 million. At June 30, 2017, our securities portfolio was comprised primarily of fixed rate REMIC and CMO securities which had an amortized cost of $2.44 billion, a weighted average current coupon of 2.65%, a weighted average collateral coupon of 4.00% and a weighted average life of 4.2 years.

Total liabilities declined $435.3 million to $12.41 billion at June 30, 2017, from $12.84 billion at December 31, 2016, primarily due to a decline in borrowings, partially offset by a slight increase in deposits.

Total borrowings, net, decreased $456.8 million to $3.18 billion at June 30, 2017, from $3.63 billion at December 31, 2016. The decrease in borrowings was primarily due to a $380.0 million decrease in FHLB-NY advances and a $51.8 million decrease in other borrowings, net. On June 8, 2017, we sold $200.0 million senior unsecured notes bearing a fixed rate of 3.500% due June 8, 2020. On June 19, 2017, we repaid at maturity our $250.0 million 5.000% senior notes.

Deposits totaled $8.89 billion at June 30, 2017, or 72% of total liabilities, an increase of $12.5 million compared to $8.88 billion at December 31, 2016. The increase in deposits reflected a net increase of $76.0 million in core deposits, partially offset by a decrease of $63.5 million in certificates of deposit. At June 30, 2017, core deposits totaled $7.35 billion and represented 83% of total deposits. The net increase in core deposits at June 30, 2017, compared to December 31, 2016, primarily reflected an increase of $69.4 million in money market accounts to $2.78 billion and an increase of $28.2 million in NOW and demand deposit accounts to $2.55 billionat June 30, 2017, partially offset by a decrease of $21.6 million in saving accounts to $2.03 billion at June 30, 2017. The net increase in core deposits during the six months ended June 30, 2017 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.

Stockholders' equity increased $25.0 million to $1.74 billion at June 30, 2017, from $1.71 billion at December 31, 2016.The increase in stockholders’ equity was primarily due to net income of $32.4 million and stock-based compensation of $4.1 million, partially offset by dividends on common and preferred stock totaling $12.5 million.

59

Results of Operations

General

Net income available to common shareholders for the three months ended June 30, 2017 decreased $353,000 to $15.8 million, or $0.16 diluted EPS, compared to $16.1 million, or $0.16 diluted EPS, for the three months ended June 30, 2016. The decrease in net income available to common shareholders for the 2017 second quarter compared to the 2016 second quarter was primarily due to a decrease in net interest income, a decrease in the provision for loan losses credited to operations and an increase in income tax expense, partially offset by a decrease in non-interest expense.

Return on average common stockholders’ equity decreased to 3.94% for the three months ended June 30, 2017, compared to 4.15% for the three months ended June 30, 2016. Return on average tangible common stockholders’ equity, which represents average common stockholders’ equity less average goodwill, decreased to 4.46% for the three months ended June 30, 2017, compared to 4.71% for the three months ended June 30, 2016. 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 June 30, 2017, compared to the three months ended June 30, 2016. Return on average assets was 0.50% for the three months ended June 30, 2017, compared to 0.49% for the three months ended June 30, 2016.

Net income available to common shareholders for the six months ended June 30, 2017 decreased $4.5 million to $28.0 million, or $0.28 diluted EPS, compared to $32.5 million, or $0.32 diluted EPS, for the six months ended June 30, 2016. This decrease was primarily due to a decrease in net interest income and a decrease in the provision for loan losses credited to operations, partially offset by decreases in non-interest expense and income tax expense.

Return on average common stockholders’ equity decreased to 3.51% for the six months ended June 30, 2017, compared to 4.20% for the six months ended June 30, 2016. Return on average tangible common stockholders’ equity decreased to 3.97% for the six months ended June 30, 2017, compared to 4.77% for the six months ended June 30, 2016. 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 six months ended June 30, 2017, compared to the six months ended June 30, 2016. Return on average assets was 0.45% for the six months ended June 30, 2017, compared to 0.49% the six months ended June 30, 2016.

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 $4.6 million to $78.5 million for the three months ended June 30, 2017, compared to $83.1 million for the three months ended June 30, 2016, and decreased $7.6 million to $158.7 million for the six months ended June 30, 2017, compared to $166.3 million for the six months ended June 30, 2016, reflecting a decline in our average balance sheet. The net interest rate spread for the three months

60

ended June 30, 2017 was 2.26%, compared to 2.28% for the three months ended June 30, 2016 and was 2.28% for the six months ended June 30, 2017, compared to 2.29% for the six months ended June 30, 2016. The net interest margin was 2.35% for the three months ended June 30, 2017, compared to 2.36% for the three months ended June 30, 2016 and was 2.36% for the six months ended June 30, 2017, unchanged from the six months ended June 30, 2016. The decreases in net interest income were primarily due to declines in interest income, partially offset by declines in interest expense. The decrease in interest income for the 2017 second quarter, compared to the 2016 second quarter, reflected a decline in the average balance of our residential mortgage loan and multi-family and commercial real estate mortgage loan portfolios as well as a decline in the average yield on multi-family and commercial real estate mortgage loans, partially offset by an increase in the average yield on residential mortgage loans and an increase in the average balance of mortgage-backed and other securities. The decrease in interest expense for the 2017 second quarter, compared to the corresponding period one year ago, was primarily due to declines in the average balance of borrowings and certificates of deposit, partially offset by an increase in both the average cost of borrowings and certificates of deposit. The decrease in interest income for the first half of 2017, compared to the first half of 2016, reflected a significant decline in the average balance of our residential mortgage loan portfolio and our multi-family and commercial real estate mortgage loan portfolio, as well as a decline in the average yield on multi-family and commercial real estate mortgage loans, partially offset by an increase in the average yield on residential mortgage loans and an increase in the average balances of mortgage-backed and other securities. The decrease in interest expense for the first half of 2017, compared to the corresponding period in 2016, was primarily due to a decline in the average balance of borrowings, coupled with a decrease in the average balance of certificates of deposit, partially offset by an increase in the average balance of core deposits and an increase in the average cost of borrowings. The average balance of net interest-earning assets increased $51.4 million to $1.23 billion for the three months ended June 30, 2017, from $1.18 billion for the three months ended June 30, 2016, and increased $51.0 million to $1.21 billion for the six months ended June 30, 2017, from $1.16 billion for the six months ended June 30, 2016.

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.

61

	For the Three Months Ended June 30,
	2017							2016
(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	$	5,148,348	$	42,560		3.31	%	$	5,765,172	$	45,683		3.17	%
Multi-family and commercial real estate	4,683,775		43,423			3.71		4,919,210		46,607			3.79
Consumer and other loans (1)	229,691		2,382			4.15		259,680		2,435			3.75
Total loans	10,061,814		88,365			3.51		10,944,062		94,725			3.46
Mortgage-backed and other securities (2)	3,081,095		18,615			2.42		2,884,084		17,400			2.41
Interest-earning cash accounts	119,558		180			0.60		111,036		116			0.42
FHLB-NY stock	104,114		1,440			5.53		129,290		1,487			4.60
Total interest-earning assets	13,366,581		108,600			3.25		14,068,472		113,728			3.23
Goodwill	185,151							185,151
Other non-interest-earning assets	737,814							765,655
Total assets	$	14,289,546						$	15,019,278
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
NOW and demand deposit (3)	$	2,533,929	209			0.03		$	2,465,516	203			0.03
Money market	2,787,082		1,970			0.28		2,642,778		1,805			0.27
Savings	2,041,756		255			0.05		2,121,019		264			0.05
Total core deposits	7,362,767		2,434			0.13		7,229,313		2,272			0.13
Certificates of deposit	1,556,219		4,183			1.08		1,742,512		4,285			0.98
Total deposits	8,918,986		6,617			0.30		8,971,825		6,557			0.29
Borrowings	3,213,737		23,446			2.92		3,914,205		24,085			2.46
Total interest-bearing liabilities	12,132,723		30,063			0.99		12,886,030		30,642			0.95
Non-interest-bearing liabilities	425,722							446,130
Total liabilities	12,558,445							13,332,160
Stockholders’ equity	1,731,101							1,687,118
Total liabilities and stockholders’ equity	$	14,289,546						$	15,019,278
Net interest income/ net interest rate spread (4)			$	78,537		2.26	%			$	83,086		2.28	%
Net interest-earning assets/ net interest margin (5)	$	1,233,858				2.35	%	$	1,182,442				2.36	%
Ratio of interest-earning assets to interest-bearing liabilities	1.10 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 $1.08 billion for the three months ended June 30, 2017 and $1.05 billion for the three months ended June 30, 2016.

(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.

62

	For the Six Months Ended June 30,
	2017							2016
(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	$	5,241,578	$	86,620		3.31	%	$	5,863,516	$	93,058		3.17	%
Multi-family and commercial real estate	4,714,306		86,829			3.68		4,898,823		93,412			3.81
Consumer and other loans (1)	231,357		4,674			4.04		256,599		4,807			3.75
Total loans	10,187,241		178,123			3.50		11,018,938		191,277			3.47
Mortgage-backed and other securities (2)	3,035,716		36,615			2.41		2,806,702		34,304			2.44
Interest-earning cash accounts	119,298		341			0.57		136,634		236			0.35
FHLB-NY stock	110,427		3,234			5.86		131,093		2,908			4.44
Total interest-earning assets	13,452,682		218,313			3.25		14,093,367		228,725			3.25
Goodwill	185,151							185,151
Other non-interest-earning assets	725,913							754,232
Total assets	$	14,363,746						$	15,032,750
Liabilities and stockholders’ equity:
Interest-bearing liabilities:
NOW and demand deposit (3)	$	2,517,250	410			0.03		$	2,420,400	398			0.03
Money market	2,770,633		3,857			0.28		2,625,394		3,570			0.27
Savings	2,045,318		507			0.05		2,123,439		529			0.05
Total core deposits	7,333,201		4,774			0.13		7,169,233		4,497			0.13
Certificates of deposit	1,570,784		8,202			1.04		1,823,429		9,522			1.04
Total deposits	8,903,985		12,976			0.29		8,992,662		14,019			0.31
Borrowings	3,335,429		46,685			2.80		3,938,457		48,368			2.46
Total interest-bearing liabilities	12,239,414		59,661			0.97		12,931,119		62,387			0.96
Non-interest-bearing liabilities	399,092							422,154
Total liabilities	12,638,506							13,353,273
Stockholders’ equity	1,725,240							1,679,477
Total liabilities and stockholders’ equity	$	14,363,746						$	15,032,750
Net interest income/ net interest rate spread (4)			$	158,652		2.28	%			$	166,338		2.29	%
Net interest-earning assets/ net interest margin (5)	$	1,213,268				2.36	%	$	1,162,248				2.36	%
Ratio of interest-earning assets to interest-bearing liabilities	1.10 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 $1.07 billion for the six months ended June 30, 2017 and $1.03 billion for the six months ended June 30, 2016.

(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.

63

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 June 30, 2017 Compared to the Three Months ended June 30, 2016									Increase (Decrease) for the Six Months ended June 30, 2017 Compared to the Six Months ended June 30, 2016
(In Thousands)	Volume			Rate			Net			Volume			Rate			Net
Interest-earning assets:
Mortgage loans:
Residential	$	(5,067	)	$	1,944		$	(3,123	)	$	(10,341	)	$	3,903		$	(6,438	)
Multi-family and commercial real estate	(2,209		)	(975		)	(3,184		)	(3,454		)	(3,129		)	(6,583		)
Consumer and other loans	(298		)	245			(53		)	(491		)	358			(133		)
Mortgage-backed and other securities	1,146			69			1,215			2,740			(429		)	2,311
Interest-earning cash accounts	10			54			64			(33		)	138			105
FHLB-NY stock	(318		)	271			(47		)	(507		)	833			326
Total	(6,736		)	1,608			(5,128		)	(12,086		)	1,674			(10,412		)
Interest-bearing liabilities:
NOW and demand deposit	6			—			6			12			—			12
Money market	98			67			165			172			115			287
Savings	(9		)	—			(9		)	(22		)	—			(22		)
Certificates of deposit	(498		)	396			(102		)	(1,320		)	—			(1,320		)
Borrowings	(4,715		)	4,076			(639		)	(7,922		)	6,239			(1,683		)
Total	(5,118		)	4,539			(579		)	(9,080		)	6,354			(2,726		)
Net change in net interest income	$	(1,618	)	$	(2,931	)	$	(4,549	)	$	(3,006	)	$	(4,680	)	$	(7,686	)

Interest Income

Interest income decreased $5.1 million to $108.6 million for the three months ended June 30, 2017, from $113.7 million for the three months ended June 30, 2016, due to a decrease of $701.9 million in the average balance of interest-earning assets to $13.37 billion for the three months ended June 30, 2017, from $14.07 billion for the three months ended June 30, 2016, partially offset by an increase in the average yield on interest-earning assets to 3.25% for the three months ended June 30, 2017, from 3.23% for the three months ended June 30, 2016. The decrease in the average balance of interest-earning assets primarily reflects declines in the average balances of residential mortgage loans and multi-family and commercial real estate mortgage loans, partially offset by an increase in the average balance of mortgage-backed and other securities. The increase in the average yield on interest-earning assets was primarily due to higher average yields on residential mortgage loans and mortgage-backed and other securities, partially offset by a decrease in the average yield on multi-family and commercial real estate mortgage loans.

Interest income on residential mortgage loans decreased $3.1 million to $42.6 million for the three months ended June 30, 2017, from $45.7 million for the three months ended June 30, 2016, due to a decrease of

64

$616.8 million in the average balance to $5.15 billion for the three months ended June 30, 2017, from $5.77 billion for the three months ended June 30, 2016, partially offset by an increase in the average yield to 3.31% for the three months ended June 30, 2017, from 3.17% for the three months ended June 30, 2016. The decrease in the average balance of the residential mortgage loans portfolio reflected the continued decline in 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 higher short-term market interest rates, and the decrease in net premium and deferred loan origination cost amortization to $2.2 million for the three months ended June 30, 2017, compared to $2.5 million for the three months ended June 30, 2016, partially offset by new originations at lower interest rates than the interest rates on loans repaid over the past year.

Interest income on multi-family and commercial real estate mortgage loans decreased $3.2 million to $43.4 million for the three months ended June 30, 2017, from $46.6 million for the three months ended June 30, 2016, due to a decrease of $235.4 million in the average balance to $4.68 billion for the three months ended June 30, 2017, from $4.92 billion for the three months ended June 30, 2016, combined with a decrease in the average yield to 3.71% for the three months ended June 30, 2017, from 3.79% for the three months ended June 30, 2016. The decrease in the average balance of multi-family and commercial real estate loans was attributable to repayments outpacing originations over the past year. The decrease in the average yield reflected new originations at interest rates below the weighted average interest rate of the portfolio and the interest rates on loans repaid, coupled with lower prepayment penalties collected. Prepayment penalties income, included in net interest income, totaled $1.2 million for the three months ended June 30, 2017, compared to $1.7 million for the three months ended June 30, 2016.

Interest income on mortgage-backed and other securities increased $1.2 million to $18.6 million for the three months ended June 30, 2017, from $17.4 million for the three months ended June 30, 2016, due to an increase of $197.0 million in the average balance of the portfolio to $3.08 billion for the three months ended June 30, 2017, from $2.88 billion for the three months ended June 30, 2016, reflecting securities purchases over the past year in excess of repayments and sales, coupled with a slight increase in the average yield to 2.42% for the three months ended June 30, 2017, from 2.41% for the three months ended June 30, 2016.

Interest income decreased $10.4 million to $218.3 million for the six months ended June 30, 2017, compared to $228.7 million for the six months ended June 30, 2016, due to a decrease of $640.7 million in the average balance of interest-earning assets to $13.45 billion for the six months ended June 30, 2017, from $14.09 billion for the six months ended June 30, 2016.

Interest income on residential mortgage loans decreased $6.5 million, to $86.6 million for the six months ended June 30, 2017, from $93.1 million for the six months ended June 30, 2016 due to a decrease of $621.9 million in the average balance to $5.24 billion for the six months ended June 30, 2017, from $5.86 billion for the six months ended June 30, 2016, partially offset by an increase in the average yield to 3.31% for the six months ended June 30, 2017, from 3.17% for the six months ended June 30, 2016. Net premium and deferred loan origination cost amortization totaled $4.2 million for the six months ended June 30, 2017, from $4.7 million for the six months ended June 30, 2016.

Interest income on multi-family and commercial real estate mortgage loans decreased $6.6 million, to $86.8 million for the six months ended June 30, 2017, from $93.4 million for the six months ended June 30, 2016, due to a decrease of $184.5 million in the average balance to $4.71 billion for the six months ended June 30, 2017, from $4.90 billion for the six months ended June 30, 2016, coupled with a decrease in the average yield to 3.68% for the six months ended June 30, 2017, from 3.81% for the six months ended June 30, 2016.

65

Prepayment penalties decreased to $2.2 million for the six months ended June 30, 2017, compared to $3.7 million for the six months ended June 30, 2016.

Interest income on mortgage-backed and other securities increased $2.3 million, to $36.6 million for the six months ended June 30, 2017, from $34.3 million for the six months ended June 30, 2016, due to an increase of $229.0 million in the average balance to $3.04 billion for the six months ended June 30, 2017, from $2.81 billion for the six months ended June 30, 2016, partially offset by a decrease in the average yield to 2.41% for the six months ended June 30, 2017, from 2.44% for the six months ended June 30, 2016.

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 six months ended June 30, 2017 are consistent with the principal reasons for the changes noted for the three months ended June 30, 2017.

Interest Expense

Interest expense decreased $579,000 to $30.1 million for the three months ended June 30, 2017, from $30.6 million for the three months ended June 30, 2016, primarily due to a decrease of $753.3 million in the average balance of interest-bearing liabilities to $12.13 billion for the three months ended June 30, 2017, from $12.89 billion for the three months ended June 30, 2016, partially offset by an increase in the average cost of interest-bearing liabilities to 0.99% for the three months ended June 30, 2017, from 0.95% for the three months ended June 30, 2016. The decrease in the average balance of interest-bearing liabilities is primarily due to the decreases in the average balances of borrowings and certificates of deposit, offset by an increase in the average balance of money market accounts. The increase in the average cost of interest-bearing liabilities primarily reflected increases in the average cost of borrowings and certificates of deposit.

Interest expense on total deposits increased $60,000 and totaled $6.6 million for the three months ended June 30, 2017 and 2016, due to an increase in the average cost to 0.30% for the three months ended June 30, 2017, from 0.29% for the three months ended June 30, 2016, partially offset by a net decrease of $52.8 million in the average balance of total deposits to $8.92 billion for the three months ended June 30, 2017, from $8.97 billion for the three months ended June 30, 2016. The increase in the average cost of total deposits was due to an increase in the average cost of certificates of deposit, reflecting a decline in certificate of deposits maturing in one-year or less with an increase in certificates of deposit maturing in one to three years. The decrease in the average balance of total deposits was primarily due to a decrease in the average balance of certificates of deposit, partially offset by an increase in the average balance of money market deposit accounts. The decrease in the average balance of certificates of deposit and the increase in the average balance of money market deposit 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 borrowings decreased $639,000 to $23.4 million for the three months ended June 30, 2017, from $24.1 million for the three months ended June 30, 2016, due to a decrease of $700.5 million in the average balance to $3.21 billion for the three months ended June 30, 2017, from $3.91 billion for the three months ended June 30, 2016, partially offset by an increase in the average cost to 2.92% for the three months ended June 30, 2017, from 2.46% for the three months ended June 30, 2016. The increase in the average cost of borrowings reflects the impact of increases in short-term market interest rates.

Interest expense decreased $2.7 million to $59.7 million for the six months ended June 30, 2017, from $62.4 million for the six months ended June 30, 2016, due to a decrease of $691.7 million in the average balance of interest-bearing liabilities to $12.24 billion for the six months ended June 30, 2017, from $12.93 billion

66

for the six months ended June 30, 2016, partially offset by a slight increase in the average cost to 0.97% for the six months ended June 30, 2017, from 0.96% for the six months ended June 30, 2016.

Interest expense on total deposits decreased $1.0 million to $13.0 million for the six months ended June 30, 2017, from $14.0 million for the six months ended June 30, 2016, due to a decrease of $88.7 million in the average balance of total deposits to $8.90 billion for the six months ended June 30, 2017, from $8.99 billion for the six months ended June 30, 2016, coupled with a decrease in the average cost to 0.29% for the six months ended June 30, 2017, from 0.31% for the six months ended June 30, 2016.

Interest expense on certificates of deposit decreased $1.3 million to $8.2 million for the six months ended June 30, 2017, from $9.5 million for the six months ended June 30, 2016, due to a decrease of $252.6 million in the average balance.

Interest expense on borrowings decreased $1.7 million to $46.7 million for the six months ended June 30, 2017, from $48.4 million for the six months ended June 30, 2016, due to a decrease of $603.0 million in the average balance to $3.34 billion for the six months ended June 30, 2017, from $3.94 billion for the six months ended June 30, 2016, partially offset by an increase in the average cost to 2.80% for the six months ended June 30, 2017, from 2.46% for the six months ended June 30, 2016.

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 six months ended June 30, 2017 are consistent with the principal reasons for the changes noted for the three months ended June 30, 2017.

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 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 $2.5 million for the three months ended June 30, 2017 and $4.9 million for the six months ended June 30, 2017. This compares to a provision for loan losses credited to operations of $3.0 million for the three months ended June 30, 2016 and $6.1 million for the six months ended June 30, 2016. We had net loan charge-offs of $545,000 for the three months ended June 30, 2017 and $1.7 million for the six months ended June 30, 2017. This compares to net loan charge-offs of $1.2 million for the three months ended June 30, 2016 and $1.9 million for the six months ended June 30, 2016. Our allowance for loan losses decreased to $79.5 million at June 30, 2017, representing 0.80% of total loans, compared to $86.1 million, or 0.83% of total loans, at December 31, 2016. 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.

67

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 $74,000 to $11.8 million for the three months ended June 30, 2017, from $11.9 million for the three months ended June 30, 2016, primarily due to decreases in customer service fees and other non-interest income, partially offset by an increase in mortgage banking income, net. For the six months ended June 30, 2017, non-interest income increased $399,000 to $23.7 million, from $23.3 million for the six months ended June 30, 2016, primarily due to an increase in mortgage banking income, net, partially offset by decreases in customer service fees and other non-interest income.

Customer service fees decreased $689,000to $6.9 million for the three months ended June 30, 2017, from $7.5 million for the three months ended June 30, 2016, and decreased $1.0 million to $13.5 million for the six months ended June 30, 2017, from $14.5 million for the six months ended June 30, 2016. These decreases are primarily due to the discontinuation of an inactivity fee charge in the third quarter of 2016, coupled with lower commission income on sales of annuity and insurance products and lower checking account charges.

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 $838,000 to $1.0 million for the three months ended June 30, 2017, from $155,000 for the three months ended June 30, 2016. For the six months ended June 30, 2017, mortgage banking income, net, increased $2.2 million to $2.3 million, from $118,000 for the six months ended June 30, 2016. The increases were primarily due to a net recovery of $198,000 recorded in the valuation allowance for the impairment of MSR for the three months ended June 30, 2017, compared to a net provision of $745,000 recorded for the three months ended June 30, 2016 and a net recovery of $413,000 recorded for the six months ended June 30, 2017, compared to a net provision of $1.6 million recorded for the six months ended June 30, 2016.

Non-Interest Expense

Non-interest expense decreased $5.3 million to $64.7 millionfor the three months ended June 30, 2017, from $70.0 millionfor the three months ended June 30, 2016, primarily due to decreases in advertising expense, federal deposit insurance premium expense, compensation and benefits expense and other non-interest expense. For the six months ended June 30, 2017, non-interest expense decreased $2.9 million to $136.7 million, from $139.6 million for the six months ended June 30, 2016, primarily due to decreases in advertising expense, federal deposit insurance premium expense, and compensation and benefits expense, partially offset by increases in other non-interest expense and occupancy, equipment and systems. Our percentage of general and administrative expense to average assets, annualized, was 1.81% for the three months ended June 30, 2017 and 1.90% for the six months ended June 30, 2017, compared to 1.87% for the three months ended June 30, 2016 and 1.86% for the six months ended June 30, 2016.

Advertising expense decreased $2.5 million to $559,000 for the three month ended June 30, 2017, compared to $3.0 million for the three months ended June 30, 2016, and decreased $3.4 million to $1.1 millionfor the six months ended June 30, 2017, compared to $4.5 million for the six months ended June 30, 2016, primarily due to reduced print and media advertising in 2017.

68

Federal deposit insurance premium expense decreased $1.6 million to $1.4 million for the three months ended June 30, 2017, compared to $3.0 million for the three months ended June 30, 2016, and decreased $2.9 million to $3.7 million for the six months ended June 30, 2017, from $6.6 million for the six months ended June 30, 2016, primarily due to a reduction in our assessment rate and a reduction in our assessment base.

Compensation and benefits decreased $644,000 to $36.1 million for the three months ended June 30, 2017, compared to $36.7 million for the three months ended June 30, 2016, and decreased $1.9 million to $73.1 million for the six months ended June 30, 2017, from $75.0 million for the six months ended June 30, 2016, primarily due to lower headcount, partially offset by an increase in medical insurance premiums.

Other non-interest expense decreased $1.4 million to $7.1 million for the three months ended June 30, 2017, compared to $8.5 million for the three months ended June 30, 2016 primarily due to decreases in miscellaneous office and stationary expense, charitable contributions and consulting fees expense, partially offset by an increase in legal fees expense. For the six months ended June 30, 2017 other non-interest expense increased $3.7 million to $19.0 million, from $15.3 million for the six months ended June 30, 2016, primarily due to a $4.0 million one-time charge recorded in March associated with the recognition of the anticipated settlement cost related to lease obligations in connection with our residential mortgage operating facility.

Income Tax Expense

For the three and six months ended June 30, 2017, income tax expense totaled $10.1 million and $18.2 million, respectively, representing an effective tax rate of 36.0%. For the three and six months ended June 30, 2016, income tax expense totaled $9.6 million and $19.3 million, respectively, representing an effective tax rate of 34.4%. The increases in the effective rates are largely attributable to the inclusion of amortization of low income housing investments as a component of income tax expense in the 2017 periods.

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 represents 40% of our total loan portfolio at June 30, 2017, compared to 39% at December 31, 2016. In contrast, our residential mortgage loan portfolio decreased to represent 51% of our total loan portfolio at June 30, 2017, compared to 52% at December 31, 2016. At June 30, 2017 and December 31, 2016, our commercial real estate mortgage loan portfolio represented 7% of our total loan portfolio and the remaining 2% of our total portfolio was comprised 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

69

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 June 30, 2017, $1.39 billion of residential mortgage loans originated in prior years as interest-only loans were included in our portfolio of amortizing residential mortgage loans. Such loans consist of $890.2 million of loans which converted pursuant to their contractual terms and $496.3 million of loans which were refinanced at an earlier stage through a program under which certain re-underwriting procedures were completed. Of total loans which had previously been interest-only, $89.6 million were non-performing at June 30, 2017, the majority of which converted pursuant to their contractual terms. Reduced documentation loans in our portfolio are comprised primarily of stated income, full asset, or SIFA, loans.  To a lesser extent, reduced documentation loans in our portfolio also include stated income, stated asset, or SISA, loans.  During the 2007 fourth quarter, we stopped offering reduced documentation loans.

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 June 30, 2017				At December 31, 2016
(Dollars in Thousands)	Amount		Percent of Total		Amount		Percent of Total
Residential mortgage loans:
Full documentation interest-only (1)	$	113,348	2.27	%	$	230,986	4.31	%
Full documentation amortizing (2)	4,213,576		84.54		4,402,605		82.05
Reduced documentation interest-only (1)(3)	29,296		0.59		99,561		1.86
Reduced documentation amortizing (3)(4)	628,204		12.60		632,211		11.78
Total residential mortgage loans	$	4,984,424	100.00	%	$	5,365,363	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 $11.5 million at June 30, 2017 and $45.4 million at December 31, 2016.

(2) Includes loans previously categorized as full documentation interest-only that have converted to full documentation amortizing status totaling $908.7 million at June 30, 2017 and $941.3 million at December 31, 2016.

(3) Includes SISA loans totaling $105.1 million at June 30, 2017 and $114.8 million at December 31, 2016.

(4) Includes loans previously categorized as reduced documentation interest-only that have converted to reduced documentation amortizing status totaling $477.8 million at June 30, 2017 and $471.8 million at December 31, 2016.

70

Non-Performing Assets

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

(Dollars in Thousands)	At June 30, 2017				At December 31, 2016
Non-performing loans (1) (2):
Mortgage loans:
Residential		$	127,961			$	133,994
Multi-family		2,665				4,381
Commercial real estate		4,946				5,336
Consumer and other loans		4,407				4,525
Total non-performing loans		139,979				148,236
REO, net (3)		14,807				15,144
Total non-performing assets		$	154,786			$	163,380
Non-performing loans to total loans		1.41		%		1.42		%
Non-performing loans to total assets		0.99				1.02
Non-performing assets to total assets		1.09				1.12
Allowance for loan losses to non-performing loans		56.79				58.08
Allowance for loan losses to total loans		0.80				0.83

_______________________________________________

(1) Non-performing loans, substantially all of which are non-accrual loans, included loans modified in a TDR totaling $52.3 million at June 30, 2017 and $58.6 million at December 31, 2016. 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 $1.6 million at June 30, 2017. There were no such loans at December 31, 2016.

(3) REO, all of which were residential properties, is net of a valuation allowance of $876,000 at June 30, 2017 and $1.2 million at December 31, 2016.

Total non-performing assets decreased $8.6 million to $154.8 million at June 30, 2017 compared to $163.4 million at December 31, 2016, due to a decrease in non-performing loans, coupled with a slight decrease in REO, net. The ratio of non-performing assets to total assets decreased to 1.09% at June 30, 2017, compared to 1.12% at December 31, 2016, primarily due to the decrease in non-performing assets.

Non-performing loans, which are comprised primarily of mortgage loans and exclude loans held-for-sale, decreased $8.2 million to $140.0 million at June 30, 2017, compared to $148.2 million at December 31, 2016. The ratio of non-performing loans to total loans was 1.41% at June 30, 2017, compared to 1.42% at December 31, 2016. The decrease in non-performing loans at June 30, 2017 compared to December 31, 2016 was primarily attributable to a decrease in non-performing residential mortgage 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 $337,000 to $14.8 million at June 30, 2017, compared to $15.1 million at December 31, 2016, 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 six months ended June 30, 2017.

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

71

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 remain 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 six 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. Loans modified in a TDR which are included in non-performing loans totaled $52.3 million at June 30, 2017 and $58.6 million at December 31, 2016, of which $30.7 million at June 30, 2017 and $38.0 million at December 31, 2016 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. Restructured accruing loans totaled $76.4 million at June 30, 2017 and $84.1 million at December 31, 2016.

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, mortgage loans will reach their maturity date with the borrower having an intent to refinance. If such loans become 30 days past maturity, we continue to consider such loans as current to the extent such borrowers continue to make monthly payments to us consistent with the original terms of the loan, and where we do not have a reason to believe that any loss will be incurred on the loan, in which case we continue to accrue interest.  In other cases, we may defer recognition of income until the principal balance has been recovered.  Should a loan reach 60 days past maturity we then classify such loans as past due. At June 30, 2017, there were no loans 30 days past maturity and there was one commercial real estate mortgage loan for $1.1 million that was 60 days past maturity. At December 31, 2016, there was one multi-family mortgage loan for $1.2 million that was 30 days past maturity, where the borrower had the intent and ability to refinance, classified as current. There were no loans 60 days past maturity at December 31, 2016. If all non-accrual loans at June 30, 2017 and 2016 had been performing in accordance with their original terms, we would have recorded interest income, with respect to such loans, of $3.0 million for the six months ended June 30, 2017 and $3.1 million for the six months ended June 30, 2016.  Actual payments recorded as interest income, with respect to such loans, totaled $1.1 million for the six months ended June 30, 2017 and $1.3 million for the six months ended June 30, 2016.

In addition to non-performing loans, we had $85.4 million of potential problem loans at June 30, 2017, including $66.0 million of residential mortgage loans and $19.0 million of multi-family and commercial real estate mortgage loans, compared to $99.5 million of potential problem loans at December 31, 2016, including $72.5 million of residential mortgage loans and $25.8 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.

72

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 13% of the residential mortgage loan portfolio, yet represented 49% of non-performing residential mortgage loans at June 30, 2017. 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 June 30, 2017				At December 31, 2016
(Dollars in Thousands)	Amount		Percent of Total		Amount		Percent of Total
Non-performing residential mortgage loans:
Full documentation interest-only	$	8,656	6.76	%	$	14,090	10.52	%
Full documentation amortizing	57,075		44.60		57,205		42.69
Reduced documentation interest-only	9,925		7.76		15,392		11.49
Reduced documentation amortizing	52,305		40.88		47,307		35.30
Total non-performing residential mortgage loans (1)	$	127,961	100.00	%	$	133,994	100.00	%

(1) Includes $26.4 million of loans less than 90 days past due at June 30, 2017, of which $20.3 million were current, and includes $32.4 million of loans less than 90 days past due at December 31, 2016, of which $27.5 million were current.

The following table provides details on the geographic composition of both our total and non-performing residential mortgage loans at June 30, 2017.

	Residential Mortgage Loans At June 30, 2017
(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		$	1,556.9		31.2	%		$	16.8		13.1	%		1.08	%
Connecticut		466.4			9.4			15.3			12.0			3.28
Massachusetts		414.4			8.3			5.0			3.9			1.21
New Jersey		384.4			7.7			22.8			17.7			5.93
Virginia		379.0			7.6			12.3			9.6			3.25
Illinois		358.6			7.2			16.6			13.0			4.63
Maryland		325.0			6.5			20.3			15.9			6.25
California		253.8			5.1			9.8			7.7			3.86
Washington		207.6			4.2			—			—			—
Texas		113.0			2.3			—			—			—
All other states (2)(3)		525.3			10.5			9.1			7.1			1.73
Total		$	4,984.4		100.0	%		$	128.0		100.0	%		2.57	%

(1) Includes $26.4 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 $75.6 million of total loans, of which $2.9 million were non-performing loans.

At June 30, 2017, 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.

73

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 June 30, 2017:
Mortgage loans:
Residential		183	$	55,014			50	$	15,786			303	$	101,592
Multi-family		15	3,887				3	153				10	969
Commercial real estate		4	2,544				1	1,099				1	895
Consumer and other loans		35	1,132				5	80				36	4,407
Total delinquent loans		237	$	62,577			59	$	17,118			350	$	107,863
Delinquent loans to total loans			0.63		%			0.17		%			1.09		%
At December 31, 2016:
Mortgage loans:
Residential		240	$	72,445			59	$	18,314			315	$	101,563
Multi-family		17	1,488				5	1,406				12	1,244
Commercial real estate		3	2,262				2	1,298				—	—
Consumer and other loans		37	1,281				20	1,197				39	4,525
Total delinquent loans		297	$	77,476			86	$	22,215			366	$	107,332
Delinquent loans to total loans			0.74		%			0.21		%			1.03		%

Delinquent loans totaled $187.6 million at June 30, 2017, a decrease of $19.4 million compared to $207.0 million at December 31, 2016. The decrease in total delinquent loans at June 30, 2017 compared to December 31, 2016 includes a decrease of $20.0 million in delinquent residential mortgage loans which were 30-89 days past due.

74

Allowance for Loan Losses

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

	For the Six Months Ended June 30,
(In Thousands)		2017			2016
Balance at January 1,		$	86,100		$	98,000
Provision credited to operations		(4,941		)	(6,133		)
Charge-offs:
Residential		(3,681		)	(3,491		)
Multi-family		(137		)	(409		)
Commercial real estate		—			(63		)
Consumer and other loans		(265		)	(860		)
Total charge-offs		(4,083		)	(4,823		)
Recoveries:
Residential		1,768			1,280
Multi-family		39			1,523
Commercial real estate		493			—
Consumer and other loans		124			153
Total recoveries		2,424			2,956
Net charge-offs		(1,659		)	(1,867		)
Balance at June 30,		$	79,500		$	90,000

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 2017second 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 21% compared to approximately 30% in our 2016 fourth quarter analysis and approximately 28% in our 2016 second quarter analysis. Our analysis in the 2017second quarter involved a review of residential REO sales and short sales which occurred during the 12 months ended March 31, 2017, and included both full documentation and reduced documentation loans in a variety of states with varying years of origination. Our 2017second 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 March 31, 2017, indicated an average loss severity of approximately 13% compared to approximately 17% in our 2016 fourth quarter analysis and approximately 31% in our 2016 second 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 57% at June 30, 2017, 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.

75

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 June 30, 2017 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 billionof borrowings, which are callable within the next three months and on a quarterly basis thereafter, of which $1.05 billion are classified according to their projected call dates in the one year to three years category and $900.0 million are classified according to their maturity dates primarily in the more than one year to three years category. In addition, the Gap Table includes callable securities with an amortized cost of $374.3 million, all of which are callable in 2017 and at various times thereafter, classified according to their maturity dates substantially in the more than five years category. 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 June 30, 2017 was positive 8.13% compared to positive 5.06% at December 31, 2016.

76

	At June 30, 2017
(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)	$	3,856,392		$	2,657,229		$	1,297,932		$	1,759,556		$	9,571,109
Consumer and other loans (1)	190,660			19,519			9,887			4,325			224,391
Interest-earning cash accounts	74,360												74,360
Securities available-for-sale (2)	44,862			38,938			30,375			142,829			257,004
Securities held-to-maturity	360,719			486,831			381,870			1,686,045			2,915,465
FHLB-NY stock	—			—			—			105,958			105,958
Total interest-earning assets	4,526,993			3,202,517			1,720,064			3,698,713			13,148,287
Interest-bearing liabilities:
Savings	296,562			394,348			274,382			1,061,293			2,026,585
Money market	1,388,156			832,824			555,333			—			2,776,313
NOW and demand deposit	102,356			239,966			211,940			1,995,061			2,549,323
Certificates of deposit	559,110			642,595			335,630			—			1,537,335
Borrowings, net (3)	1,030,000			2,047,945			100,000			—			3,177,945
Total interest-bearing liabilities	3,376,184			4,157,678			1,477,285			3,056,354			12,067,501
Interest rate sensitivity gap	1,150,809			(955,161		)	242,779			642,359			$	1,080,786
Cumulative interest rate sensitivity gap	$	1,150,809		$	195,648		$	438,427		$	1,080,786
Cumulative interest rate sensitivity gap as a percentage of total assets	8.13		%	1.38		%	3.10		%	7.64		%
Cumulative net interest-earning assets as a percentage of interest-bearing liabilities	134.09		%	102.60		%	104.87		%	108.96		%

_______________________________________________

(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.

77

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 July 1, 2017 would decrease by approximately 2.29% from the base projection. At December 31, 2016, in the up 200 basis point scenario, our projected net interest income for the 12 month period beginning January 1, 2017 would have decreased by approximately 3.01% 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 July 1, 2017 would decrease by approximately 1.84% from the base projection. At December 31, 2016, in the down 100 basis point scenario, our projected net interest income for the 12 month period beginning January 1, 2017 would have decreased by approximately 1.75% 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 July 1, 2017 would increase by approximately $2.8 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 July 1, 2017 would decrease by approximately $2.6 million with respect to these items alone.

78

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 2016 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 June 30, 2017.  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 June 30, 2017 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

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.

Sterling Merger-related Litigation

Following the announcement of the execution of the Sterling Merger Agreement, a number of lawsuits challenging the proposed Sterling Merger were filed: (1) MSS 1209 Trust v. Astoria Financial Corporation, et al., Index No. 602161/2017, filed March 13, 2017 in the Supreme Court of the State of New York, County of Nassau, or the MSS Action; (2) Parshall v. Astoria Financial Corporation, et al., Case No. 1:17-cv-02165, filed April 10, 2017 in the United States District Court for the Eastern District of New York, or the Parshall Action; (3) Minzer v. Astoria Financial Corporation, et al., Case No. 2017-0284, filed April 12, 2017 in the Court of Chancery of the State of Delaware, or the Minzer Action; (4) O’Connell v. Astoria Financial Corporation, et al., Index No. 603703/2017, filed April 28, 2017 in the Supreme Court of the State of New York, County of Nassau, or the O’Connell Action, and together with the MSS Action and the Minzer Action, the State Court Actions; and (5) Jenkins v. Astoria Financial Corporation, et al., Case No. 1:17-cv-02608, filed May 2, 2017 in the United States District Court for the Eastern District of New York, or the Jenkins Action, and together with the Parshall Action, the Federal Actions. Collectively, the State Court Actions and the Federal Actions are referred to as the Class Actions. Each of these lawsuits is a putative class action filed on behalf of stockholders of Astoria and names as defendants Astoria, its directors and Sterling.

The plaintiffs in the State Court Actions generally allege that the directors of Astoria breached their fiduciary duties in connection with their approval of the Sterling 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 plaintiffs in the State Court Actions further variously allege that (i) the directors

79

of Astoria approved the Sterling Merger through a flawed 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; and (ii) the directors of Astoria breached their fiduciary duties because they agreed to unreasonable deal protection devices that allegedly preclude other bidders from making a successful competing offer for Astoria. The plaintiffs in the State Court Actions further allege that Sterling aided and abetted the alleged fiduciary breaches by the Astoria Board of Directors.

The plaintiffs in the Federal Actions variously allege that the defendants violated federal securities laws by disseminating a registration statement that omitted material information with respect to the Sterling Merger. The plaintiffs in the O’Connell Action and the Minzer Action also allege that the registration statement is materially misleading.

Plaintiffs in the Class Actions seek, among other things, an order enjoining completion of the proposed Sterling Merger, additional disclosure, rescission of the transaction or rescissory damages if the Sterling Merger is consummated, and an award of costs and attorneys’ fees.

On June 6, 2017, Astoria, Sterling and the plaintiffs in the Class Actions entered into a memorandum of understanding, or the MOU, which provides for the settlement of the Class Actions. The MOU contemplates, among other things, that Astoria would make certain supplemental disclosures relating to the Sterling Merger. Although the defendants deny the allegations made in the Class Actions and believe that no supplemental disclosure is required under applicable laws, in order to minimize the distraction, burden, risk and expense of further litigation and in order to avoid any possible delay in the closing of the proposed Sterling Merger, Astoria agreed to make such supplemental disclosures pursuant to the terms of the MOU, which supplemental disclosures were made in Exhibit 99.1 to the Current Report on Form 8-K filed by Astoria with the SEC on June 7, 2017. Furthermore, pursuant to the MOU, plaintiffs in the Minzer Action, the Parshall Action and the Jenkins Action voluntarily dismissed their respective actions without prejudice.

In addition, on April 26, 2017, a separate putative class action challenging the proposed Sterling Merger, Garfield v. Sterling Bancorp, et al., Index No. 031888/2017, was filed in the Supreme Court of the State of New York, County of Rockland, or the Garfield Action. This lawsuit was brought on behalf of the stockholders of Sterling and names Sterling, its directors and Astoria as defendants. The complaint alleges, among other things, that Astoria aided and abetted a breach of the Sterling directors’ fiduciary duty of candor by jointly filing a materially deficient and misleading proxy statement. Sterling and Astoria agreed to make certain supplemental disclosures relating to the Sterling Merger, which supplemental disclosures were made in Exhibit 99.2 to the Current Report on Form 8-K filed by Astoria with the SEC on June 7, 2017, in contemplation of a potential settlement of the Garfield Action. On June 30, 2017, Sterling, Astoria and the plaintiffs in the Garfield Action entered into a Stipulation and Settlement, or the Garfield Stipulation, pursuant to which, in addition to the supplemental disclosures made on June 7, 2017, Sterling agreed, subject to final court approval, to pay to plaintiffs’ counsel a fixed amount in full settlement of the plaintiffs’ claim for attorneys’ fees and expenses. Although the defendants in the Garfield Action continue to deny the allegations made in the Garfield Action, they have nevertheless agreed to enter into the Garfield Stipulation in order to avoid the costs, disruption and distraction of further litigation.

On May 15, 2017, another putative class action, Karp v. Astoria Financial Corporation, et al., Index No. 604286/2017, was filed in the Supreme Court of the State of New York, County of Nassau, or the Karp Action, challenging the proposed Sterling Merger on substantially similar grounds as the other State Court Actions. Plaintiffs in the Karp Action seek similar remedies as the plaintiffs in the State Court Actions, as well as an order enjoining individual defendants from initiating any defensive measures or taking other actions that would allegedly inhibit their ability to maximize value for Astoria stockholders. Following the

80

execution of the MOU, on July 10, 2017, Astoria, Sterling and the plaintiffs in the Karp Action entered into a Stipulation as to Scheduling and Acceptance of Service, or the Stipulation, pursuant to which the defendants’ time to answer, move or otherwise respond to the Karp Action has been extended indefinitely pending the outcome of any settlement approval process pursuant to the MOU.

The defendants continue to believe that all of these actions are without merit. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at June 30, 2017 with respect to these matters.

The settlements contemplated by the MOU and the Garfield Stipulation are subject to confirmatory discovery and customary conditions, including court approval following notice to Astoria’s and Sterling’s stockholders, respectively. If the settlements are finally approved by the court, they will resolve and release all claims by stockholders of Astoria and Sterling challenging any aspect of the Sterling Merger, the Sterling Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlements.

There can be no assurance that the court will approve the settlements contemplated by the MOU and the Garfield Stipulation. If the court does not approve either or both of the settlements, or if the settlements are otherwise disallowed or terminated by plaintiffs or defendants, to the extent provided for therein, the proposed settlements may become null and void. If the MOU and/or the Garfield Stipulation 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.

ITEM 1A.    Risk Factors

For a summary of risk factors relevant to our operations, see Part I, Item 1A, “Risk Factors,” in our 2016 Annual Report on Form 10-K and Part II, Item 1A, “Risk Factors,” in our March 31, 2017 Quarterly Report on Form 10-Q.  There were no material changes in risk factors relevant to our operations since March 31, 2017.

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 June 30, 2017, a maximum of 7,566,693 shares may yet be purchased under this plan.  Pursuant to the terms of the Sterling Merger Agreement, we may not repurchase shares of our common stock without the consent of Sterling. Sterling has agreed not to unreasonably withhold any such consent.

ITEM 3.    Defaults Upon Senior Securities

Not applicable.

81

ITEM 4.    Mine Safety Disclosures

Not applicable.

ITEM 5.    Other Information

Not applicable.

ITEM 6.    Exhibits

See Index of Exhibits on page 83.

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:	August 4, 2017	By:	/s/	Monte N. Redman
				Monte N. Redman
				President and Chief Executive Officer
Dated:	August 4, 2017	By:	/s/	Frank E. Fusco
				Frank E. Fusco
				Senior Executive Vice President and
				Chief Financial Officer
				(Principal Accounting Officer)
Dated:	August 4, 2017	By:	/s/	John F. Kennedy
				John F. Kennedy
				Senior Vice President and
				Chief Accounting Officer

82

ASTORIA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX OF EXHIBITS

Exhibit No.	Identification of Exhibit
4.1	Indenture, dated as of June 8, 2017, between Astoria Financial Corporation and Wilmington Trust, National Association, as trustee. (1)
4.2	First Supplemental Indenture, dated as of June 8, 2017, between Astoria Financial Corporation and Wilmington Trust, National Association, as trustee. (1)
4.3	Form of 3.500% Senior Notes due 2020. (1)
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 (*)

(*) Filed herewith.

(1) Incorporated by reference to Astoria Financial Corporation’s Current Report on Form 8-K, dated June 8, 2017, filed with the Securities and Exchange Commission on June 8, 2017 (File Number 001-11967).

83

EX-31.1

Exhibit 31.1

CERTIFICATIONS

I, Monte N. Redman, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Astoria Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 4, 2017
/s/   Monte N. Redman
Monte N. Redman
President and Chief Executive Officer
Astoria Financial Corporation

EX-31.2

Exhibit 31.2

CERTIFICATIONS

I, Frank E. Fusco, certify that:
1.	I have reviewed this Quarterly Report on Form 10-Q of Astoria Financial Corporation;
2.	Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.	Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4.	The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
	(a)	Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
	(b)	Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
	(c)	Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
	(d)	Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
5.	The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
	(a)	All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
	(b)	Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date:	August 4, 2017
/s/   Frank E. Fusco
Frank E. Fusco
Senior Executive Vice President and Chief Financial Officer
Astoria Financial Corporation

EX-32.1

Exhibit 32.1

STATEMENT FURNISHED PURSUANT TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

This statement is being furnished in connection with the filing by Astoria Financial Corporation (the “Company”) of the Company’s Quarterly Report on Form 10-Q for the period ended June 30, 2017 (the “Report”).

By execution of this statement, the undersigned, Monte N. Redman, as President and Chief Executive Officer of the Company, and Frank E. Fusco, as Senior Executive Vice President and Chief Financial Officer of the Company, each hereby certifies, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(A) the Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m(a) or 78o(d)) and

(B) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods covered by the Report.

August 4, 2017	/s/	Monte N. Redman
Dated		Monte N. Redman
		President and Chief Executive Officer
August 4, 2017	/s/	Frank E. Fusco
Dated		Frank E. Fusco
		Senior Executive Vice President and
		Chief Financial Officer

XML

Document and Entity Information - shares	6 Months Ended
	Jun. 30, 2017	Jul. 28, 2017
Document and Entity Information
Entity Registrant Name	ASTORIA FINANCIAL CORP
Entity Central Index Key	0000910322
Document Type	10-Q
Document Period End Date	Jun. 30, 2017
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Entity Filer Category	Large Accelerated Filer
Entity Common Stock, Shares Outstanding		101,717,865
Document Fiscal Year Focus	2017
Document Fiscal Period Focus	Q2

XML

Consolidated Statements of Financial Condition - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Assets:
Cash and due from banks	$ 105,764	$ 129,944
Available-for-sale securities:
Encumbered	34,169	35,080
Unencumbered	220,811	244,965
Total available-for-sale securities	254,980	280,045
Held-to-maturity securities, fair value of $2,874,880 and $2,690,546, respectively:
Encumbered	1,154,343	1,194,685
Unencumbered	1,761,122	1,545,447
Total held-to-maturity securities	2,915,465	2,740,132
Federal Home Loan Bank of New York stock, at cost	105,958	124,807
Loans held-for-sale, net	7,920	11,584
Loans receivable	9,899,632	10,417,187
Allowance for loan losses	(79,500)	(86,100)
Loans receivable, net	9,820,132	10,331,087
Mortgage servicing rights, net	10,168	10,130
Accrued interest receivable	34,017	34,994
Premises and equipment, net	96,005	101,021
Goodwill	185,151	185,151
Bank owned life insurance	442,388	441,064
Real estate owned, net	14,807	15,144
Other assets	155,585	153,549
Total assets	14,148,340	14,558,652
Deposits:
NOW and demand deposit	2,549,323	2,521,094
Money market	2,776,313	2,706,895
Savings	2,026,585	2,048,202
Certificates of deposit	1,537,335	1,600,864
Total deposits	8,889,556	8,877,055
Federal funds purchased	170,000	195,000
Securities sold under agreements to repurchase	1,100,000	1,100,000
Federal Home Loan Bank of New York advances	1,710,000	2,090,000
Other borrowings, net	197,945	249,752
Mortgage escrow funds	124,708	112,975
Accrued expenses and other liabilities	217,095	219,797
Total liabilities	12,409,304	12,844,579
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 101,717,818 and 101,210,478 shares outstanding, respectively)	1,665	1,665
Additional paid-in capital	824,451	830,417
Retained earnings	2,175,308	2,155,785
Treasury stock (64,777,070 and 65,284,410 shares, at cost, respectively)	(1,336,244)	(1,346,709)
Accumulated other comprehensive loss	(55,940)	(56,881)
Total stockholders’ equity	1,739,036	1,714,073
Total liabilities and stockholders’ equity	$ 14,148,340	$ 14,558,652

XML

Consolidated Statements of Financial Condition (Parenthetical) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Statement of Financial Position [Abstract]
Held-to-maturity securities, fair value	$ 2,874,880	$ 2,690,546
Preferred stock, par value (in dollars per share)	$ 1.00	$ 1.00
Preferred stock, shares authorized	5,000,000	5,000,000
Common stock, par value (in dollars per share)	$ 0.01	$ 0.01
Common stock, shares authorized	200,000,000	200,000,000
Common stock, shares issued	166,494,888	166,494,888
Common stock, shares outstanding	101,717,818	101,210,478
Treasury stock, shares	64,777,070	65,284,410
Series C Preferred Stock
Preferred stock, shares authorized	150,000	150,000
Preferred stock, shares issued	135,000	135,000
Preferred stock, shares outstanding	135,000	135,000

XML

Consolidated Statements of Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Interest income:
Residential mortgage loans	$ 42,560	$ 45,683	$ 86,620	$ 93,058
Multi-family and commercial real estate mortgage loans	43,423	46,607	86,829	93,412
Consumer and other loans	2,382	2,435	4,674	4,807
Mortgage-backed and other securities	18,615	17,400	36,615	34,304
Interest-earning cash accounts	180	116	341	236
Federal Home Loan Bank of New York stock	1,440	1,487	3,234	2,908
Total interest income	108,600	113,728	218,313	228,725
Interest expense:
Deposits	6,617	6,557	12,976	14,019
Borrowings	23,446	24,085	46,685	48,368
Total interest expense	30,063	30,642	59,661	62,387
Net interest income	78,537	83,086	158,652	166,338
Provision for loan losses credited to operations	(2,455)	(3,006)	(4,941)	(6,133)
Net interest income after provision for loan losses	80,992	86,092	163,593	172,471
Non-interest income:
Customer service fees	6,853	7,542	13,462	14,530
Other loan fees	497	567	1,092	1,101
Gain on sales of securities	0	0	0	86
Mortgage banking income, net	993	155	2,287	118
Income from bank owned life insurance	2,277	2,336	4,429	4,625
Other	1,222	1,316	2,446	2,857
Total non-interest income	11,842	11,916	23,716	23,317
General and administrative:
Compensation and benefits	36,064	36,708	73,061	74,961
Occupancy, equipment and systems	19,616	18,840	39,828	38,231
Federal deposit insurance premium	1,375	3,031	3,673	6,561
Advertising	559	3,018	1,148	4,471
Other	7,121	8,452	18,989	15,347
Total non-interest expense	64,735	70,049	136,699	139,571
Income before income tax expense	28,099	27,959	50,610	56,217
Income tax expense	10,116	9,623	18,220	19,316
Net income	17,983	18,336	32,390	36,901
Preferred stock dividends	2,194	2,194	4,388	4,388
Net income available to common shareholders	$ 15,789	$ 16,142	$ 28,002	$ 32,513
Basic earnings per common share (in dollars per share)	$ 0.16	$ 0.16	$ 0.28	$ 0.32
Diluted earnings per common share (in dollars per share)	$ 0.16	$ 0.16	$ 0.28	$ 0.32
Basic weighted average common shares outstanding	100,595,630	100,380,937	100,590,645	100,374,934
Diluted weighted average common shares outstanding	100,595,630	100,380,937	100,590,645	100,374,934

XML

Consolidated Statements of Comprehensive Income (Unaudited) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Statement of Comprehensive Income [Abstract]
Net income	$ 17,983	$ 18,336	$ 32,390	$ 36,901
Net unrealized gain on securities available-for-sale:
Net unrealized holding gain on securities arising during the period	658	507	226	4,543
Reclassification adjustment for gain on sales of securities included in net income	0	0	0	(51)
Net unrealized gain on securities available-for-sale	658	507	226	4,492
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income	287	315	658	712
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income	28	29	57	57
Total other comprehensive income, net of tax	973	851	941	5,261
Comprehensive income	$ 18,956	$ 19,187	$ 33,331	$ 42,162

XML

Consolidated Statement of Changes in Stockholders' Equity (Unaudited) - USD ($) $ in Thousands	Total	Preferred Stock	Common Stock	Additional Paid-in Capital	Retained Earnings	Treasury Stock	Accumulated Other Comprehensive Loss
Balance at beginning of period at Dec. 31, 2015	$ 1,663,448	$ 129,796	$ 1,665	$ 902,349	$ 2,045,391	$ (1,357,136)	$ (58,617)
Increase (Decrease) in Stockholders' Equity
Net income	36,901				36,901
Other comprehensive (loss) income, net of tax	5,261						5,261
Dividends on preferred stock	(4,388)				(4,388)
Dividends on common stock	(8,107)				(8,107)
Sales of treasury stock	83				(31)	114
Restricted stock grants	0			(10,329)	(3,823)	14,152
Forfeitures of restricted stock	0			950	527	(1,477)
Stock-based compensation	2,107			2,106	1
Net tax benefit excess from stock-based compensation	19			19
Balance at end of period at Jun. 30, 2016	1,695,324	129,796	1,665	895,095	2,066,471	(1,344,347)	(53,356)
Balance at beginning of period at Mar. 31, 2016							(54,207)
Increase (Decrease) in Stockholders' Equity
Net income	18,336
Other comprehensive (loss) income, net of tax	851
Balance at end of period at Jun. 30, 2016	1,695,324	129,796	1,665	895,095	2,066,471	(1,344,347)	(53,356)
Balance at beginning of period at Dec. 31, 2016	1,714,073	129,796	1,665	830,417	2,155,785	(1,346,709)	(56,881)
Increase (Decrease) in Stockholders' Equity
Net income	32,390				32,390
Other comprehensive (loss) income, net of tax	941						941
Dividends on preferred stock	(4,388)				(4,388)
Dividends on common stock	(8,118)				(8,118)
Sales of treasury stock	70				(6)	76
Restricted stock grants	0			(10,329)	(434)	10,763
Forfeitures of restricted stock	0			298	76	(374)
Stock-based compensation	4,068			4,065	3
Balance at end of period at Jun. 30, 2017	1,739,036	129,796	1,665	824,451	2,175,308	(1,336,244)	(55,940)
Balance at beginning of period at Mar. 31, 2017							(56,913)
Increase (Decrease) in Stockholders' Equity
Net income	17,983
Other comprehensive (loss) income, net of tax	973
Balance at end of period at Jun. 30, 2017	$ 1,739,036	$ 129,796	$ 1,665	$ 824,451	$ 2,175,308	$ (1,336,244)	$ (55,940)

XML

Consolidated Statement of Changes in Stockholders' Equity (Parenthetical) - $ / shares	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Statement of Stockholders' Equity [Abstract]
Dividends on preferred stock (in dollars per share)	$ 32.5	$ 32.5
Dividends on common stock (in dollars per share)	$ 0.08	$ 0.08
Sale of treasury stock (in shares)	3,696	5,519
Restricted stock grants (in shares)	521,784	685,872
Forfeitures of restricted stock (in shares)	18,140	71,580

XML

Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Cash flows from operating activities:
Net income	$ 32,390	$ 36,901
Adjustments to reconcile net income to net cash provided by operating activities:
Net amortization on loans	4,509	5,058
Net amortization on securities and borrowings	3,019	3,988
Net provision for loan and real estate losses credited to operations	(4,617)	(5,545)
Depreciation and amortization	6,094	7,299
Net gain on sales of loans and securities	(955)	(1,091)
Mortgage servicing rights amortization and valuation allowance adjustments, net	511	2,696
Stock-based compensation	4,068	2,107
Deferred income tax (benefit) expense	(1,507)	1,206
Originations of loans held-for-sale	(52,483)	(55,461)
Proceeds from sales and principal repayments of loans held-for-sale	56,912	57,312
Decrease (increase) in accrued interest receivable	977	(569)
Bank owned life insurance income and insurance proceeds received, net	(1,324)	(2,625)
Increase in other assets	(705)	(1,498)
Increase in accrued expenses and other liabilities	(1,959)	(4,657)
Net cash provided by operating activities	44,930	45,121
Cash flows from investing activities:
Originations of loans receivable	(436,784)	(641,986)
Loan purchases through third parties	(79,448)	(101,252)
Principal payments on loans receivable	1,016,421	1,042,436
Proceeds from sales of delinquent and non-performing loans	527	2,182
Purchases of securities held-to-maturity	(677,066)	(822,576)
Purchases of securities available-for-sale	0	(30,000)
Principal payments on securities held-to-maturity	499,317	438,127
Principal payments on securities available-for-sale	24,885	74,610
Proceeds from sales of securities available-for-sale	0	23,065
Purchases of Federal Home Loan Bank of New York stock	(21,587)	(61,460)
Redemptions of Federal Home Loan Bank of New York stock	40,436	54,688
Proceeds from sales of real estate owned, net	10,112	10,527
Purchases of premises and equipment, net of proceeds from sales	(1,079)	(4,142)
Net cash provided by (used in) investing activities	375,734	(15,781)
Cash flows from financing activities:
Net increase (decrease) in deposits	12,501	(154,897)
Net increase (decrease) in borrowings with original terms of three months or less	145,000	(426,000)
Proceeds from borrowings with terms greater than three months	950,000	1,375,000
Repayments of borrowings with original terms greater than three months	(1,550,000)	(895,000)
Cash payments for debt issuance costs	(1,642)	0
Net increase in mortgage escrow funds	11,733	15,607
Proceeds from sales of treasury stock	70	83
Cash dividends paid to stockholders	(12,506)	(12,495)
Net tax benefit excess from stock-based compensation	0	19
Net cash used in financing activities	(444,844)	(97,683)
Net decrease in cash and cash equivalents	(24,180)	(68,343)
Cash and cash equivalents at beginning of period	129,944	200,538
Cash and cash equivalents at end of period	105,764	132,195
Supplemental disclosures:
Interest paid	59,881	61,544
Income taxes paid	18,947	13,595
Additions to real estate owned	10,099	6,257
Loans transferred to held-for-sale	$ 886	$ 1,562

XML

Basis of Presentation

6 Months Ended

Jun. 30, 2017

Organization, Consolidation and Presentation of Financial Statements [Abstract]

Basis of Presentation

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 June 30, 2017 and December 31, 2016, our results of operations and other comprehensive income for the three and six months ended June 30, 2017 and 2016, changes in our stockholders’ equity for the six months ended June 30, 2017 and 2016 and our cash flows for the six months ended June 30, 2017 and 2016.  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 June 30, 2017 and December 31, 2016, and amounts of revenues, expenses and other comprehensive income in the consolidated statements of income and comprehensive income for the three and six months ended June 30, 2017 and 2016.  The results of operations and other comprehensive income for the three and six months ended June 30, 2017 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, 2016 audited consolidated financial statements and related notes included in our 2016 Annual Report on Form 10-K.

XML

Merger Agreement with Sterling Bancorp

6 Months Ended

Jun. 30, 2017

Business Combinations [Abstract]

Merger Agreement with Sterling Bancorp

Merger Agreement with Sterling Bancorp

On March 6, 2017, Astoria entered into an Agreement and Plan of Merger, or the Sterling Merger Agreement, with Sterling Bancorp, a Delaware corporation, or Sterling. The Sterling Merger Agreement provides that, upon the terms and subject to the conditions set forth therein, Astoria will merge with and into Sterling, with Sterling as the surviving corporation, such merger referred to as the Sterling Merger. Immediately following the consummation of the Sterling Merger, Astoria’s wholly owned subsidiary, Astoria Bank, will merge with and into Sterling’s wholly owned subsidiary, Sterling National Bank, such merger referred to as the Sterling Bank Merger. Sterling National Bank will be the surviving entity in the Sterling Bank Merger. The Sterling Merger Agreement was unanimously approved and adopted by the Board of Directors of each of Astoria and Sterling.

Subject to the terms and conditions of the Sterling Merger Agreement, at the effective time of the Sterling Merger, or the Effective Time, Astoria stockholders will have the right to receive 0.875 shares of common stock, par value $0.01 per share, of Sterling, or Sterling Common Stock, for each share of common stock, par value $0.01 per share, of Astoria Financial Corporation, or Astoria Common Stock. Also in the Sterling 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 Sterling 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 Sterling Merger Agreement contains customary representations and warranties from both Astoria and Sterling, and each party has agreed to customary covenants, including, among others, covenants relating to (1) the conduct of Astoria’s and Sterling’s businesses during the interim period between the execution of the Sterling Merger Agreement and the Effective Time, (2) the obligation of Sterling to call a meeting of its stockholders to adopt the Sterling Merger Agreement and approve an amendment to its charter to increase the authorized shares of Sterling Common Stock from 190 million to 310 million, and, subject to certain exceptions, to recommend that its stockholders adopt the Sterling Merger Agreement and the transactions contemplated thereby, (3) the obligation of Astoria to call a meeting of its stockholders to adopt the Sterling Merger Agreement, and, subject to certain exceptions, to recommend that its stockholders adopt the Sterling Merger Agreement, and (4) Astoria’s non-solicitation obligations relating to alternative acquisition proposals. Astoria and Sterling 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 Sterling Merger Agreement.

The completion of the Sterling Merger is subject to customary conditions, including (1) adoption of the Sterling Merger Agreement by Astoria’s stockholders, (2) adoption of the Sterling Merger Agreement and approval of the Sterling charter amendment by Sterling’s stockholders, (3) authorization for listing on the New York Stock Exchange of the shares of Sterling Common Stock to be issued in the Sterling Merger, (4) the receipt of required regulatory approvals, including the approval of the Board of Governors of the Federal Reserve System, or FRB, and the Office of the Comptroller of the Currency, or OCC, (5) effectiveness of the registration statement on Form S-4 for the Sterling Common Stock to be issued in the Sterling Merger, and (6) the absence of any order, injunction or other legal restraint preventing the completion of the Sterling Merger or making the completion of the Sterling Merger illegal. The registration statement on Form S-4 for the Sterling Common Stock to be issued in the Sterling Merger was filed on April 5, 2017 and was declared effective by the SEC on April 28, 2017. Special meetings of Astoria’s and Sterling’s respective stockholders were held on June 13, 2017, at which Astoria’s stockholders adopted the Sterling Merger Agreement and Sterling’s stockholders adopted the Sterling Merger Agreement and approved the Sterling charter amendment. In addition, all applications and notices necessary to obtain the required regulatory approvals to complete the Sterling Merger have been submitted or sent by Astoria or Sterling.

Each party’s obligation to complete the Sterling 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 Sterling Merger Agreement, and (3) receipt by such party of an opinion from its counsel to the effect that the Sterling Merger will qualify as a reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

The Sterling Merger Agreement also provides certain termination rights for both Astoria and Sterling and further provides that a termination fee of $75.7 million will be payable by either Astoria or Sterling, as applicable, upon termination of the Sterling Merger Agreement under certain circumstances.

XML

Securities

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Securities

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 June 30, 2017
(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)	$	218,429		$	1,113		$	(2,624	)	$	216,918
Non-GSE issuance REMICs and CMOs	854			—			(3		)	851
GSE pass-through certificates	7,706			302			(1		)	8,007
Total residential mortgage-backed securities	226,989			1,415			(2,628		)	225,776
Obligations of GSEs	30,000			—			(798		)	29,202
Fannie Mae stock	15			—			(13		)	2
Total securities available-for-sale	$	257,004		$	1,415		$	(3,439	)	$	254,980
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,323,264		$	5,438		$	(10,269	)	$	1,318,433
Non-GSE issuance REMICs and CMOs	189			—			(6		)	183
GSE pass-through certificates	221,541			1,008			(2,340		)	220,209
Total residential mortgage-backed securities	1,544,994			6,446			(12,615		)	1,538,825
Multi-family mortgage-backed securities:
GSE issuance REMICs	895,870			273			(16,971		)	879,172
Obligations of GSEs	394,303			17			(13,609		)	380,711
Corporate Debt securities	80,000			—			(4,126		)	75,874
Other	298			—			—			298
Total securities held-to-maturity	$	2,915,465		$	6,736		$	(47,321	)	$	2,874,880

(1) Government-sponsored enterprise

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

	At December 31, 2016
(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	$	242,172		$	1,327		$	(2,706	)	$	240,793
Non-GSE issuance REMICs and CMOs	1,442			2			(1		)	1,443
GSE pass-through certificates	8,571			361			(2		)	8,930
Total residential mortgage-backed securities	252,185			1,690			(2,709		)	251,166
Obligations of GSEs	30,000			—			(1,125		)	28,875
Fannie Mae stock	15			—			(11		)	4
Total securities available-for-sale	$	282,200		$	1,690		$	(3,845	)	$	280,045
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,119,175		$	4,896		$	(11,957	)	$	1,112,114
Non-GSE issuance REMICs and CMOs	193			—			(7		)	186
GSE pass-through certificates	228,976			665			(3,282		)	226,359
Total residential mortgage-backed securities	1,348,344			5,561			(15,246		)	1,338,659
Multi-family mortgage-backed securities:
GSE issuance REMICs	927,119			363			(19,290		)	908,192
Obligations of GSEs	384,325			54			(16,510		)	367,869
Corporate debt securities	80,000			—			(4,518		)	75,482
Other	344			—			—			344
Total securities held-to-maturity	$	2,740,132		$	5,978		$	(55,564	)	$	2,690,546

The following contractual maturity table sets forth certain information regarding the amortized costs and estimated fair values of our securities available-for-sale and securities held-to-maturity at June 30, 2017 and does not reflect the effect of prepayments or scheduled principal amortization on our REMICs, CMOs and pass-through certificates or the effect of callable features on our obligations of GSEs (all of which are callable in 2017 and at various times thereafter).

	June 30, 2017
	Available-for-Sale						Held-to-Maturity
(Dollars in Thousands)	Amortized Cost			Estimated Fair Value			Amortized Cost		Estimated Fair Value
Securities remaining period to contractual maturity:
Within one year		$	842		$	840	$	49,964	$	49,964
Over one to five years		275			275		17,272		17,287
Over five to ten years		36,072			35,449		434,341		419,787
Over ten years		219,815			218,416		2,413,888		2,387,842
Total securities		$	257,004		$	254,980	$	2,915,465	$	2,874,880

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 June 30, 2017
	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	$	104,918		$	(1,943	)	$	19,459		$	(681	)	$	124,377		$	(2,624	)
Non-GSE issuance REMICs and CMOs	756			(2		)	67			(1		)	823			(3		)
GSE pass-through certificates	—			—			53			(1		)	53			(1		)
Obligations of GSEs	29,202			(798		)	—			—			29,202			(798		)
Fannie Mae stock	—			—			2			(13		)	2			(13		)
Total temporarily impaired securities available-for-sale	$	134,876		$	(2,743	)	$	19,581		$	(696	)	$	154,457		$	(3,439	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	705,134		$	(6,681	)	$	119,515		$	(3,588	)	$	824,649		$	(10,269	)
Non-GSE issuance REMICs and CMOs	—			—			183			(6		)	183			(6		)
GSE pass-through certificates	79,567			(1,103		)	58,804			(1,237		)	138,371			(2,340		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	773,614			(15,565		)	43,062			(1,406		)	816,676			(16,971		)
Obligations of GSEs	344,300			(13,609		)	—			—			344,300			(13,609		)
Corporate debt securities	9,200			(800		)	66,674			(3,326		)	75,874			(4,126		)
Total temporarily impaired securities held-to-maturity	$	1,911,815		$	(37,758	)	$	288,238		$	(9,563	)	$	2,200,053		$	(47,321	)

	At December 31, 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	$	140,638		$	(1,886	)	$	20,026		$	(820	)	$	160,664		$	(2,706	)
Non-GSE issuance REMICs and CMOs	—			—			92			(1		)	92			(1		)
GSE pass-through certificates	71			(1		)	90			(1		)	161			(2		)
Obligations of GSEs	28,875			(1,125		)	—			—			28,875			(1,125		)
Fannie Mae stock	—			—			4			(11		)	4			(11		)
Total temporarily impaired securities available-for-sale	$	169,584		$	(3,012	)	$	20,212		$	(833	)	$	189,796		$	(3,845	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	515,537		$	(7,457	)	$	131,629		$	(4,500	)	$	647,166		$	(11,957	)
Non-GSE issuance REMICs and CMOs	—			—			186			(7		)	186			(7		)
GSE pass-through certificates	104,538			(1,775		)	61,872			(1,507		)	166,410			(3,282		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	871,436			(19,290		)	—			—			871,436			(19,290		)
Obligations of GSEs	296,427			(16,510		)	—			—			296,427			(16,510		)
Corporate debt securities	37,785			(2,216		)	37,698			(2,302		)	75,483			(4,518		)
Total temporarily impaired securities held-to-maturity	$	1,825,723		$	(47,248	)	$	231,385		$	(8,316	)	$	2,057,108		$	(55,564	)

We held 208 securities which had an unrealized loss at June 30, 2017 and 188 securities which had an unrealized loss at December 31, 2016.  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 June 30, 2017 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 six months ended June 30, 2017, which we attribute to the contemporaneous broad-based equity market volatility. We do not consider these unrealized losses to be other than temporary impairment.

There were no sales of securities from the available-for-sale portfolio during the six months ended June 30, 2017. During the six months ended June 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.

At June 30, 2017, available-for-sale debt securities, excluding mortgage-backed securities, had an amortized cost of $30.0 million, an estimated fair value of $29.2 million and contractual maturities in 2025 and 2026.  At June 30, 2017, held-to-maturity debt securities, excluding mortgage-backed securities, had an amortized cost of $474.6 million, an estimated fair value of $456.9 million and contractual maturities primarily in 2017 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 June 30, 2017, the amortized cost of callable securities in our portfolio totaled $374.3 million, which are callable in 2017 and at various times thereafter. The balance of accrued interest receivable for securities totaled $8.5 million at June 30, 2017 and $8.1 million at December 31, 2016.

XML

Loans Receivable and Allowance for Loan Losses

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Loans Receivable and Allowance for Loan Losses

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 June 30, 2017
	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	$	820	$	754	$	—	$	1,574	$	103,118	$	104,692
Full documentation amortizing	27,058		7,706		—		34,764		4,121,737		4,156,501
Reduced documentation interest-only	302		—		—		302		19,069		19,371
Reduced documentation amortizing	22,994		5,130		—		28,124		547,775		575,899
Total residential	51,174		13,590		—		64,764		4,791,699		4,856,463
Multi-family	3,498		153		663		4,314		3,978,312		3,982,626
Commercial real estate	1,869		1,099		895		3,863		660,813		664,676
Total mortgage loans	56,541		14,842		1,558		72,941		9,430,824		9,503,765
Consumer and other loans (gross):
Home equity and other consumer	1,088		80		—		1,168		124,506		125,674
Commercial and industrial	44		—		—		44		97,820		97,864
Total consumer and other loans	1,132		80		—		1,212		222,326		223,538
Total accruing loans	$	57,673	$	14,922	$	1,558	$	74,153	$	9,653,150	$	9,727,303
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	—	$	—	$	8,345	$	8,345	$	311	$	8,656
Full documentation amortizing	1,168		1,392		44,804		47,364		9,711		57,075
Reduced documentation interest-only	783		—		8,813		9,596		329		9,925
Reduced documentation amortizing	1,889		804		39,630		42,323		9,982		52,305
Total residential	3,840		2,196		101,592		107,628		20,333		127,961
Multi-family	389		—		306		695		1,307		2,002
Commercial real estate	675		—		—		675		3,376		4,051
Total mortgage loans	4,904		2,196		101,898		108,998		25,016		134,014
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,383		4,383		—		4,383
Commercial and industrial	—		—		24		24		—		24
Total consumer and other loans	—		—		4,407		4,407		—		4,407
Total non-accrual loans	$	4,904	$	2,196	$	106,305	$	113,405	$	25,016	$	138,421
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	820	$	754	$	8,345	$	9,919	$	103,429	$	113,348
Full documentation amortizing	28,226		9,098		44,804		82,128		4,131,448		4,213,576
Reduced documentation interest-only	1,085		—		8,813		9,898		19,398		29,296
Reduced documentation amortizing	24,883		5,934		39,630		70,447		557,757		628,204
Total residential	55,014		15,786		101,592		172,392		4,812,032		4,984,424
Multi-family	3,887		153		969		5,009		3,979,619		3,984,628
Commercial real estate	2,544		1,099		895		4,538		664,189		668,727
Total mortgage loans	61,445		17,038		103,456		181,939		9,455,840		9,637,779
Consumer and other loans (gross):
Home equity and other consumer	1,088		80		4,383		5,551		124,506		130,057
Commercial and industrial	44		—		24		68		97,820		97,888
Total consumer and other loans	1,132		80		4,407		5,619		222,326		227,945
Total loans	$	62,577	$	17,118	$	107,863	$	187,558	$	9,678,166	$	9,865,724
Net unamortized premiums and deferred loan origination costs											33,908
Loans receivable											9,899,632
Allowance for loan losses											(79,500		)
Loans receivable, net											$	9,820,132

	At December 31, 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	$	1,476	$	3,104	$	—	$	4,580	$	212,316	$	216,896
Full documentation amortizing	36,563		8,217		—		44,780		4,300,620		4,345,400
Reduced documentation interest-only	2,974		779		—		3,753		80,416		84,169
Reduced documentation amortizing	27,449		5,222		—		32,671		552,233		584,904
Total residential	68,462		17,322		—		85,784		5,145,585		5,231,369
Multi-family	1,060		795		—		1,855		4,040,386		4,042,241
Commercial real estate	2,043		1,298		—		3,341		720,582		723,923
Total mortgage loans	71,565		19,415		—		90,980		9,906,553		9,997,533
Consumer and other loans (gross):
Home equity and other consumer	1,281		550		—		1,831		133,024		134,855
Commercial and industrial	—		647		—		647		99,087		99,734
Total consumer and other loans	1,281		1,197		—		2,478		232,111		234,589
Total accruing loans	$	72,846	$	20,612	$	—	$	93,458	$	10,138,664	$	10,232,122
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	437	$	—	$	11,605	$	12,042	$	2,048	$	14,090
Full documentation amortizing	2,469		—		42,983		45,452		11,753		57,205
Reduced documentation interest-only	—		—		11,624		11,624		3,768		15,392
Reduced documentation amortizing	1,077		992		35,351		37,420		9,887		47,307
Total residential	3,983		992		101,563		106,538		27,456		133,994
Multi-family	428		611		1,244		2,283		2,098		4,381
Commercial real estate	219		—		—		219		5,117		5,336
Total mortgage loans	4,630		1,603		102,807		109,040		34,671		143,711
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,483		4,483		—		4,483
Commercial and industrial	—		—		42		42		—		42
Total consumer and other loans	—		—		4,525		4,525		—		4,525
Total non-accrual loans	$	4,630	$	1,603	$	107,332	$	113,565	$	34,671	$	148,236
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	1,913	$	3,104	$	11,605	$	16,622	$	214,364	$	230,986
Full documentation amortizing	39,032		8,217		42,983		90,232		4,312,373		4,402,605
Reduced documentation interest-only	2,974		779		11,624		15,377		84,184		99,561
Reduced documentation amortizing	28,526		6,214		35,351		70,091		562,120		632,211
Total residential	72,445		18,314		101,563		192,322		5,173,041		5,365,363
Multi-family	1,488		1,406		1,244		4,138		4,042,484		4,046,622
Commercial real estate	2,262		1,298		—		3,560		725,699		729,259
Total mortgage loans	76,195		21,018		102,807		200,020		9,941,224		10,141,244
Consumer and other loans (gross):
Home equity and other consumer	1,281		550		4,483		6,314		133,024		139,338
Commercial and industrial	—		647		42		689		99,087		99,776
Total consumer and other loans	1,281		1,197		4,525		7,003		232,111		239,114
Total loans	$	77,476	$	22,215	$	107,332	$	207,023	$	10,173,335	$	10,380,358
Net unamortized premiums and deferred loan origination costs											36,829
Loans receivable											10,417,187
Allowance for loan losses											(86,100		)
Loans receivable, net											$	10,331,087

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.

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 predictive modeling techniques. We also 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). 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.

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. 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.

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 June 30, 2017
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at April 1, 2017		$	34,351		$	33,949			$	8,905			$	5,295		$	82,500
Provision (credited) charged to operations		(2,198		)	241				(345		)		(153		)	(2,455		)
Charge-offs		(1,446		)	(103		)		—				(153		)	(1,702		)
Recoveries		720			—				384				53			1,157
Balance at June 30, 2017		$	31,427		$	34,087			$	8,944			$	5,042		$	79,500
		For the Six Months Ended June 30, 2017
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at January 1, 2017		$	36,439		$	34,901			$	9,299			$	5,461		$	86,100
Provision credited to operations		(3,099		)	(716		)		(848		)		(278		)	(4,941		)
Charge-offs		(3,681		)	(137		)		—				(265		)	(4,083		)
Recoveries		1,768			39				493				124			2,424
Balance at June 30, 2017		$	31,427		$	34,087			$	8,944			$	5,042		$	79,500

		For the Three Months Ended June 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at April 1, 2016		$	44,378		$	33,020			$	10,368			$	6,434		$	94,200
Provision (credited) charged to operations		(1,658		)	(1,270		)		(596		)		518			(3,006		)
Charge-offs		(1,826		)	(99		)		(63		)		(95		)	(2,083		)
Recoveries		326			480				—				83			889
Balance at June 30, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000
		For the Six Months Ended June 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at January 1, 2016		$	44,951		$	35,544			$	11,217			$	6,288		$	98,000
Provision (credited) charged to operations		(1,520		)	(4,527		)		(1,445		)		1,359			(6,133		)
Charge-offs		(3,491		)	(409		)		(63		)		(860		)	(4,823		)
Recoveries		1,280			1,523				—				153			2,956
Balance at June 30, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000

The following table sets forth the balances of our residential interest-only mortgage loans at June 30, 2017 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 (1)	$	112,628
13 to 24 months	15,382
25 to 36 months	12,372
Over 36 months	2,262
Total	$	142,644

(1) Includes $15.1 million of past due loans that were scheduled to enter amortization prior to June 30, 2017.

Pursuant to federal regulations and our policy, loans considered to be of lesser quality are rated as special mention, substandard, doubtful or loss. A loan rated as special mention has potential weaknesses, which, if uncorrected, may result in the deterioration of the repayment prospects or in our credit position at some future date. A loan rated as substandard is inadequately protected by the current net worth and paying capacity of the obligor or the collateral pledged, if any. Substandard loans include those characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Loans rated as doubtful have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make collection or liquidation in full satisfaction of the loan amount, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Loans rated as loss are those considered uncollectable and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Those assets classified as substandard, doubtful or loss are considered adversely classified.

The following tables set forth the balances of our loan portfolio segments by credit quality indicator at the dates indicated.

	At June 30, 2017
	Mortgage Loans								Consumer and Other Loans
(In Thousands)	Residential		Multi-Family			Commercial Real Estate			Home Equity and Other Consumer			Commercial and Industrial			Total
Not criticized	$	4,790,466		$	3,947,169		$	649,699		$	125,594		$	96,011	$	9,608,939
Criticized:
Special mention	11,877			25,437			5,727			80			1,522		44,643
Substandard	182,081			12,022			13,301			4,383			355		212,142
Doubtful	—			—			—			—			—		—
Total	$	4,984,424		$	3,984,628		$	668,727		$	130,057		$	97,888	$	9,865,724

	At December 31, 2016
	Mortgage Loans								Consumer and Other Loans
(In Thousands)	Residential		Multi-Family			Commercial Real Estate			Home Equity and Other Consumer			Commercial and Industrial			Total
Not criticized	$	5,158,878		$	4,005,703		$	702,697		$	134,305		$	99,087	$	10,100,670
Criticized:
Special mention	14,922			24,804			9,235			550			647		50,158
Substandard	191,563			16,115			17,327			4,483			42		229,530
Doubtful	—			—			—			—			—		—
Total	$	5,365,363		$	4,046,622		$	729,259		$	139,338		$	99,776	$	10,380,358

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 June 30, 2017
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential									Total
Loans:
Individually evaluated for impairment	$	181,284	$	4,320		$	7,397	$	3,611	$	196,612
Collectively evaluated for impairment	4,803,140		3,980,308			661,330		224,334		9,669,112
Total loans	$	4,984,424	$	3,984,628		$	668,727	$	227,945	$	9,865,724
Allowance for loan losses:
Individually evaluated for impairment	$	7,730	$	2		$	4	$	275	$	8,011
Collectively evaluated for impairment	23,697		34,085			8,940		4,767		71,489
Total allowance for loan losses	$	31,427	$	34,087		$	8,944	$	5,042	$	79,500

	At December 31, 2016
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential									Total
Loans:
Individually evaluated for impairment	$	192,427	$	7,112		$	10,033	$	4,091	$	213,663
Collectively evaluated for impairment	5,172,936		4,039,510			719,226		235,023		10,166,695
Total loans	$	5,365,363	$	4,046,622		$	729,259	$	239,114	$	10,380,358
Allowance for loan losses:
Individually evaluated for impairment	$	9,044	$	24		$	—	$	310	$	9,378
Collectively evaluated for impairment	27,395		34,877			9,299		5,151		76,722
Total allowance for loan losses	$	36,439	$	34,901		$	9,299	$	5,461	$	86,100

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

	At June 30, 2017									At December 31, 2016
(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	$	13,761	$	10,722	$	(1,274	)	$	9,448	$	21,202	$	16,535	$	(1,863	)	$	14,672
Full documentation amortizing	88,575		79,485		(2,934		)	76,551		88,106		79,584		(3,494		)	76,090
Reduced documentation interest-only	12,320		10,295		(931		)	9,364		28,637		23,090		(1,589		)	21,501
Reduced documentation amortizing	90,144		78,231		(2,591		)	75,640		79,670		70,623		(2,098		)	68,525
Multi-family	1,426		1,427		(2		)	1,425		2,427		2,432		(24		)	2,408
Commercial real estate	221		225		(4		)	221		—		—		—			—
Consumer and other loans:
Home equity lines of credit	3,903		3,587		(275		)	3,312		4,414		4,049		(310		)	3,739
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,972		2,551		—			2,551		2,965		2,595		—			2,595
Multi-family	3,400		2,893		—			2,893		5,272		4,680		—			4,680
Commercial real estate	8,437		7,172		—			7,172		11,791		10,033		—			10,033
Consumer and other loans:
Commercial and industrial	72		24		—			24		90		42		—			42
Total impaired loans	$	225,231	$	196,612	$	(8,011	)	$	188,601	$	244,574	$	213,663	$	(9,378	)	$	204,285

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 June 30,
	2017						2016
(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	$	12,238	$	54	$	51	$	26,744	$	154	$	154
Full documentation amortizing	80,364		671		662		70,988		524		534
Reduced documentation interest-only	12,984		38		45		35,843		300		300
Reduced documentation amortizing	77,911		735		770		64,400		594		597
Multi-family	1,438		26		26		5,232		56		68
Commercial real estate	1,246		2		2		686		5		5
Consumer and other loans:
Home equity lines of credit	3,742		10		12		4,488		11		9
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,623		24		22		—		—		—
Multi-family	3,752		36		38		9,385		113		121
Commercial real estate	8,168		102		109		11,867		164		167
Consumer and other loans:
Commercial and industrial	28		1		1		—		—		—
Total impaired loans	$	204,494	$	1,699	$	1,738	$	229,633	$	1,921	$	1,955
	For the Six Months Ended June 30,
	2017						2016
(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	$	13,670	$	154	$	155	$	28,040	$	290	$	302
Full documentation amortizing	80,104		1,311		1,296		68,400		1,070		1,077
Reduced documentation interest-only	16,353		90		88		39,409		622		615
Reduced documentation amortizing	75,482		1,521		1,538		60,440		1,156		1,178
Multi-family	1,769		52		52		6,138		120		138
Commercial real estate	830		4		4		2,698		11		12
Consumer and other loans:
Home equity lines of credit	3,844		24		26		4,648		21		20
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,614		46		43		—		—		—
Multi-family	4,061		73		75		11,821		243		254
Commercial real estate	8,789		207		210		10,668		334		337
Consumer and other loans:
Commercial and industrial	33		3		3		—		—		—
Total impaired loans	$	207,549	$	3,485	$	3,490	$	232,262	$	3,867	$	3,933

The following tables set forth information about our mortgage loans receivable by segment and class at June 30, 2017 and 2016 which were modified in a troubled debt restructuring, or TDR, during the periods indicated. Modifications in a TDR for the three months ended June 30, 2017 included interest rate modifications of $3.5 million and extension of maturity date modifications of $492,000. In addition, $2.5 million of loans at June 30, 2017 were classified as TDRs as a result of relief granted under Chapter 7 bankruptcy filings. Modifications in a TDR for the six months ended June 30, 2017 included interest rate modifications of $5.1 million, maturity date modifications of $492,000 and Chapter 7 bankruptcy filings of $3.3 million.

	Modifications During the Three Months Ended June 30,
	2017								2016
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2017			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		2		$	599		$	599		3		$	1,947		$	1,943
Full documentation amortizing		4		1,894			1,891			11		4,274			4,264
Reduced documentation interest-only		—		—			—			1		498			489
Reduced documentation amortizing		7		3,947			3,916			2		529			526
Multi-family		—		—			—			1		338			332
Commercial real estate		—		—			—			1		515			487
Total		13		$	6,440		$	6,406		19		$	8,101		$	8,041
	Modifications During the Six Months Ended June 30,
	2017								2016
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2017			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		3		$	795		$	787		7		$	2,836		$	2,829
Full documentation amortizing		6		2,379			2,369			13		4,865			4,852
Reduced documentation interest-only		3		1,121			1,090			3		1,212			1,196
Reduced documentation amortizing		11		4,742			4,700			5		1,524			1,506
Multi-family		—		—			—			1		338			332
Commercial real estate		—		—			—			1		515			487
Total		23		$	9,037		$	8,946		30		$	11,290		$	11,202

The following tables set forth information about our mortgage loans receivable by segment and class at June 30, 2017 and 2016 which were modified in a TDR during the twelve month periods ended June 30, 2017 and 2016 and had a subsequent payment default during the periods indicated.

	For the Three Months Ended June 30,
	2017					2016
(Dollars In Thousands)	Number of Loans		Recorded Investment at June 30, 2017			Number of Loans		Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		3		$	897		3		$	1,084
Full documentation amortizing		1		597			9		2,345
Reduced documentation interest-only		2		879			2		395
Reduced documentation amortizing		4		1,214			—		—
Total		10		$	3,587		14		$	3,824
	For the Six Months Ended June 30,
	2017					2016
(Dollars In Thousands)	Number of Loans		Recorded Investment at June 30, 2017			Number of Loans		Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		4		$	1,085		3		$	1,084
Full documentation amortizing		2		764			9		2,345
Reduced documentation interest-only		2		879			3		970
Reduced documentation amortizing		4		1,214			—		—
Total		12		$	3,942		15		$	4,399

Included in loans receivable at June 30, 2017 are loans in the process of foreclosure collateralized by residential real estate property with a recorded investment of $72.8 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.”

XML

Securities Sold Under Agreements to Repurchase

6 Months Ended

Jun. 30, 2017

Banking and Thrift [Abstract]

Securities Sold Under Agreements to Repurchase

Securities Sold UnderAgreements to Repurchase

The following table details the remaining contractual maturities of our agreements to repurchase, or repo agreements, at June 30, 2017.

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

(1) Callable within the next three months and on a quarterly basis thereafter.

The outstanding repo agreements at June 30, 2017 were fixed rate and collateralized by GSE securities, of which 81% were residential mortgage-backed securities and 19% 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, criteria for eligible counterparties has been established and excess collateral pledged is monitored to minimize our exposure.

XML

Earnings Per Common Share

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Earnings Per Common Share

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 June 30,												For the Six Months Ended June 30,
(In Thousands, Except Share Data)	2017						2016							2017						2016
Net income		$	17,983					$	18,336					$	32,390					$	36,901
Preferred stock dividends		(2,194				)		(2,194				)		(4,388				)		(4,388				)
Net income available to common shareholders		15,789						16,142						28,002						32,513
Income allocated to participating securities		(173				)		(160				)		(247				)		(296				)
Net income allocated to common shareholders		$	15,616					$	15,982					$	27,755					$	32,217
Basic weighted average common shares outstanding	100,595,630						100,380,937						100,590,645						100,374,934
Dilutive effect of stock options and restricted stock units (1) (2)	—						—						—						—
Diluted weighted average common shares outstanding	100,595,630						100,380,937						100,590,645						100,374,934
Basic EPS				$	0.16					$	0.16					$	0.28					$	0.32
Diluted EPS				$	0.16					$	0.16					$	0.28					$	0.32

(1) Excludes options to purchase 6,000 shares of common stock which were outstanding during the three months ended June 30, 2016; options to purchase 467 shares of common stock which were outstanding during the six months ended June 30, 2017; and options to purchase 6,495 shares of common stock which were outstanding during the six months ended June 30, 2016 because their inclusion would be anti-dilutive. There were no options to purchase shares of common stock outstanding during the three months ended June 30, 2017.

(2) Excludes 370,749 unvested restricted stock units which were outstanding during the three months ended June 30, 2017; 744,923 unvested restricted stock units which were outstanding during the three months ended June 30, 2016; 430,238 unvested restricted stock units which were outstanding during the six months ended June 30, 2017; and 746,027 unvested restricted stock units which were outstanding during the six months ended June 30, 2016 because the performance conditions have not been satisfied.

XML

Other Comprehensive Income/Loss

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Other Comprehensive Income/Loss

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 six months ended June 30, 2017 and 2016.

(In Thousands)	At    March 31, 2017				Other Comprehensive Income			At   June 30, 2017
Net unrealized gain on securities available-for-sale		$	1,829			$	658		$	2,487
Net actuarial loss on pension plans and other postretirement benefits		(55,836		)		287			(55,549		)
Prior service cost on pension plans and other postretirement benefits		(2,906		)		28			(2,878		)
Accumulated other comprehensive loss		$	(56,913	)		$	973		$	(55,940	)
(In Thousands)	At   December 31, 2016				Other Comprehensive Income			At   June 30, 2017
Net unrealized gain on securities available-for-sale		$	2,261			$	226		$	2,487
Net actuarial loss on pension plans and other postretirement benefits		(56,207		)		658			(55,549		)
Prior service cost on pension plans and other postretirement benefits		(2,935		)		57			(2,878		)
Accumulated other comprehensive loss		$	(56,881	)		$	941		$	(55,940	)
(In Thousands)	At    March 31, 2016				Other Comprehensive Income			At   June 30, 2016
Net unrealized gain on securities available-for-sale		$	6,812			$	507		$	7,319
Net actuarial loss on pension plans and other postretirement benefits		(57,999		)		315			(57,684		)
Prior service cost on pension plans and other postretirement benefits		(3,020		)		29			(2,991		)
Accumulated other comprehensive loss		$	(54,207	)		$	851		$	(53,356	)
(In Thousands)	At   December 31, 2015				Other Comprehensive Income			At   June 30, 2016
Net unrealized gain on securities available-for-sale		$	2,827			$	4,492		$	7,319
Net actuarial loss on pension plans and other postretirement benefits		(58,396		)		712			(57,684		)
Prior service cost on pension plans and other postretirement benefits		(3,048		)		57			(2,991		)
Accumulated other comprehensive loss		$	(58,617	)		$	5,261		$	(53,356	)

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

		For the Three Months Ended   June 30, 2017
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	1,104		$	(446	)		$	658
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		482			(195		)		287
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		47			(19		)		28
Other comprehensive income		$	1,633		$	(660	)		$	973

		For the Six Months Ended   June 30, 2017
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	380		$	(154	)		$	226
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,105			(447		)		658
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		95			(38		)		57
Other comprehensive income		$	1,580		$	(639	)		$	941

		For the Three Months Ended   June 30, 2016
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	852		$	(345	)		$	507
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		528			(213		)		315
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		48			(19		)		29
Other comprehensive income		$	1,428		$	(577	)		$	851

		For the Six Months Ended   June 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 arising during the period		$	7,626			$	(3,083	)		$	4,543
Reclassification adjustment for gain on sales of securities included in net income		(86		)		35				(51		)
Net unrealized gain on securities available-for-sale		7,540				(3,048		)		4,492
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,195				(483		)		712
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		95				(38		)		57
Other comprehensive income		$	8,830			$	(3,569	)		$	5,261

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

	For the Three Months Ended June 30,							Income Statement Line Item
(In Thousands)		2017			2016
Reclassification adjustment for net actuarial loss (1)		$	(482	)	$	(528	)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(47		)	(48		)	Compensation and benefits
Total reclassifications, before tax		(529		)	(576		)
Income tax effect		214			232			Income tax expense
Total reclassifications, net of tax		$	(315	)	$	(344	)	Net income

	For the Six Months Ended June 30,							Income Statement Line Item
(In Thousands)		2017			2016
Reclassification adjustment for gain on sales of securities		$	—		$	86		Gain on sales of securities
Reclassification adjustment for net actuarial loss (1)		(1,105		)	(1,195		)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(95		)	(95		)	Compensation and benefits
Total reclassifications, before tax		(1,200		)	(1,204		)
Income tax effect		485			486			Income tax expense
Total reclassifications, net of tax		$	(715	)	$	(718	)	Net income

(1) These other comprehensive income/loss 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.

XML

Pension Plans and Other Postretirement Benefits

6 Months Ended

Jun. 30, 2017

Compensation and Retirement Disclosure [Abstract]

Pension Plans and Other Postretirement Benefits

Pension Plans and Other Postretirement Benefits

The following tables set forth information regarding the components of net periodic cost 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 June 30,							For the Three Months Ended June 30,
(In Thousands)		2017			2016				2017			2016
Service cost		$	—		$	—			$	305		$	460
Interest cost		2,338			2,485				236			234
Expected return on plan assets		(3,103		)	(3,058		)		—			—
Recognized net actuarial loss (gain)		656			673				(174		)	(145		)
Amortization of prior service cost		47			48				—			—
Settlement		25			—				—			—
Net periodic (benefit) cost		$	(37	)	$	148			$	367		$	549
		Pension Benefits							Other Postretirement Benefits
	For the Six Months Ended June 30,							For the Six Months Ended June 30,
(In Thousands)		2017			2016				2017			2016
Service cost		$	—		$	—			$	795		$	932
Interest cost		4,768			5,021				491			497
Expected return on plan assets		(6,200		)	(6,116		)		—			—
Recognized net actuarial loss (gain)		1,378			1,407				(273		)	(212		)
Amortization of prior service cost		95			95				—			—
Settlement		86			—				—			—
Net periodic cost		$	127		$	407			$	1,013		$	1,217

XML

Stock Incentive Plans

6 Months Ended

Jun. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Stock Incentive Plans

Stock Incentive Plans

During the six months ended June 30, 2017, 504,252 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 497,712shares remain outstanding at June 30, 2017 and all of which vest one-third per year beginning in December 2017.  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 six months ended June 30, 2017, 17,532 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 June 30, 2017 and vest 100% in January 2020, 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 six months ended June 30, 2017.

	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, 2017		639,329			$	14.40			705,600			$	12.41
Granted		521,784			19.80				—			—
Vested		(21,790	)		(12.62		)		—			—
Forfeited		(18,140	)		(16.43		)		(10,000	)		(12.64		)
Expired		—			—				(327,800	)	(1)	(12.14		)
Unvested at June 30, 2017		1,121,183			16.91				367,800			12.64

(1) Expired on February 1, 2017. Performance-based conditions were not achieved.

Stock-based compensation expense is recognized on a straight-line basis over the vesting period and totaled $1.4 million, net of taxes of $947,000, for the three months ended June 30, 2017 and $2.4 million, net of taxes of $1.6 million for the six months ended June 30, 2017. Stock-based compensation expense totaled $314,000, net of taxes of $213,000, for the three months ended June 30, 2016 and $1.3 million, net of taxes of 852,000 for the six months ended June 30, 2016. At June 30, 2017, pre-tax compensation cost related to all unvested awards of restricted common stock and restricted stock units not yet recognized totaled $14.7 million and will be recognized over a weighted average period of approximately 2.0 years, which excludes $2.3 million of pre-tax compensation cost related to 183,900 performance-based restricted stock units granted in 2015, for which compensation cost will begin to be recognized when the achievement of the performance conditions becomes probable.

XML

Investments in Affordable Housing Limited Partnerships

6 Months Ended

Jun. 30, 2017

Equity Method Investments and Joint Ventures [Abstract]

Investments in Affordable Housing Limited Partnerships

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 $14.3 million at June 30, 2017 and $15.7 million at December 31, 2016. Our funding obligation related to such investments, reflected in other liabilities in the consolidated statements of financial condition, totaled $9.8 million at June 30, 2017 and $12.0 million at December 31, 2016. Funding installments are due on an "as needed" basis, currently projected over the next twelve months, the timing of which cannot be estimated.

Expense related to our investments in affordable housing limited partnerships totaled $733,000 for the three months ended June 30, 2017 and $1.4 million for the six months ended June 30, 2017, included in income tax expense in the consolidated statements of income. Such expense totaled $353,000 for the threemonths ended June 30, 2016 and $705,000 for the sixmonths ended June 30, 2016, included in other non-interest expense in the consolidated statements of income. Affordable housing tax credits and other tax benefits recognized as a component of income tax expense in the consolidated statements of income totaled $563,000 for the three months ended June 30, 2017 and $483,000 for the three months ended June 30, 2016. Such tax credits and other tax benefits totaled $1.2 million for the six months ended June 30, 2017 and $873,000 for the sixmonths ended June 30, 2016.

XML

Regulatory Matters

6 Months Ended

Jun. 30, 2017

Regulatory Capital Requirements [Abstract]

Regulatory Matters

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, increased to 1.25% on January 1, 2017 and will increase to 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.

At June 30, 2017, 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 June 30, 2017 also exceeded the minimum capital requirements shown in the table below including the currently applicable Conservation Buffer of 1.25%. The following tables set forth information regarding the regulatory capital requirements applicable to Astoria Financial Corporation and Astoria Bank.

	At June 30, 2017
	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	$	1,597,712	11.34	%		$	563,739	4.00	%		N/A		N/A			$	704,673	5.00	%
Common equity tier 1 risk-based	1,470,451		19.03			347,681		4.50			$	444,259	5.75	%		502,206		6.50
Tier 1 risk-based	1,597,712		20.68			463,575		6.00			560,153		7.25			618,100		8.00
Total risk-based	1,677,630		21.71			618,100		8.00			714,678		9.25			772,624		10.00
Astoria Bank:
Tier 1 leverage	$	1,717,805	12.28	%		$	559,601	4.00	%		N/A		N/A			$	699,501	5.00	%
Common equity tier 1 risk-based	1,717,805		22.28			346,965		4.50			$	443,344	5.75	%		501,171		6.50
Tier 1 risk-based	1,717,805		22.28			462,620		6.00			558,999		7.25			616,826		8.00
Total risk-based	1,797,723		23.32			616,826		8.00			713,206		9.25			771,033		10.00

	At December 31, 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	$	1,572,750	10.85	%		$	579,829	4.00	%		N/A		N/A			$	724,786	5.00	%
Common equity tier 1 risk-based	1,448,341		17.29			376,857		4.50			$	429,199	5.125	%		544,350		6.50
Tier 1 risk-based	1,572,750		18.78			502,477		6.00			554,818		6.625			669,969		8.00
Total risk-based	1,659,221		19.81			669,969		8.00			722,310		8.625			837,461		10.00
Astoria Bank:
Tier 1 leverage	$	1,742,580	12.09	%		$	576,660	4.00	%		N/A		N/A			$	720,825	5.00	%
Common equity tier 1 risk-based	1,742,580		20.85			376,129		4.50			$	428,369	5.125	%		543,297		6.50
Tier 1 risk-based	1,742,580		20.85			501,505		6.00			553,745		6.625			668,673		8.00
Total risk-based	1,829,051		21.88			668,673		8.00			720,913		8.625			835,841		10.00

XML

Fair Value Measurements

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Fair Value Measurements

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.

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 June 30, 2017
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	216,918	$	—	$	216,918
Non-GSE issuance REMICs and CMOs	851		—		851
GSE pass-through certificates	8,007		—		8,007
Obligations of GSEs	29,202		—		29,202
Fannie Mae stock	2		2		—
Total securities available-for-sale	$	254,980	$	2	$	254,978
	Carrying Value at December 31, 2016
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	240,793	$	—	$	240,793
Non-GSE issuance REMICs and CMOs	1,443		—		1,443
GSE pass-through certificates	8,930		—		8,930
Obligations of GSEs	28,875		—		28,875
Fannie Mae stock	4		4		—
Total securities available-for-sale	$	280,045	$	4	$	280,041

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 89% of our securities available-for-sale portfolio at June 30, 2017 and 90% at December 31, 2016.  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 inputs readily available, comprised 100% of our available-for-sale residential mortgage-backed securities portfolio at June 30, 2017 and 99% atDecember 31, 2016.

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 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 11% of our securities available-for-sale portfolio at June 30, 2017 and 10% at December 31, 2016 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 and integrates relative credit information, observed market movements and sector news into their pricing applications and models. Spread scales, representing credit risk, are created and are based on the new issue market, secondary trading and dealer quotes.  Option adjusted spread, or OAS, models are incorporated to adjust spreads of issues that have early redemption features. 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 June 30, 2017			At December 31, 2016
Non-performing loans held-for-sale, net		$	499		$	143
Impaired loans		116,845			124,101
MSR, net		10,168			10,130
REO, net		14,807			14,428
Total		$	142,319		$	148,802

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 Six Months Ended June 30,
(In Thousands)		2017			2016
Non-performing loans held-for-sale, net (1)		$	(77	)	$	(167	)
Impaired loans (2)		(2,543		)	(3,019		)
MSR, net (3)		413			(1,622		)
REO, net (4)		(732		)	(789		)
Total		$	(2,939	)	$	(5,597	)

(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) Upon the transfer of a loan to REO, losses are charged to the allowance for loan losses and gains are credited to the allowance for loan losses, to the extent of prior period loan charge-offs taken, or credited to fair value gain which is a component of other non-interest income.  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)

Fair values of non-performing loans held-for-sale 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 June 30, 2017, we held-for-sale two non-performing multi-family mortgage loans. At December 31, 2016, we held-for-sale one non-performing multi-family mortgage loan.

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 92% residential mortgage loans, 6% multi-family and commercial real estate mortgage loans and 2% home equity lines of credit at June 30, 2017 and 90% residential mortgage loans, 8% multi-family and commercial real estate mortgage loans and 2%home equity lines of credit at December 31, 2016.  Impaired loans for which a fair value adjustment was recognized were comprised of 93% residential mortgage loans, 6% multi-family and commercial real estate mortgage loans and 1% home equity lines of credit at June 30, 2017 and 90% residential mortgage loans, 9% multi-family and commercial real estate mortgage loans and 1% home equity lines of credit at December 31, 2016.  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 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 June 30, 2017, our MSR were valued based on expected future cash flows considering a weighted average discount rate of 9.93%, a weighted average constant prepayment rate on mortgages of 10.32% and a weighted average life of 6.0 years.  At December 31, 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 10.63% and a weighted average life of 6.0 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. All of our REO consisted of residential properties at June 30, 2017 and December 31, 2016. 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 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 June 30, 2017
	Carrying Value		Estimated Fair Value
(In Thousands)			Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,915,465	$	2,874,880	$	2,874,880	$	—
FHLB-NY stock	105,958		105,958		105,958		—
Loans held-for-sale, net (1)	7,920		8,140		—		8,140
Loans receivable, net (1)	9,820,132		9,823,388		—		9,823,388
MSR, net (1)	10,168		10,171		—		10,171
Financial Liabilities:
Deposits	8,889,556		8,899,905		8,899,905		—
Borrowings, net	3,177,945		3,276,424		3,276,424		—

	At December 31, 2016
	Carrying Value		Estimated Fair Value
(In Thousands)			Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,740,132	$	2,690,546	$	2,690,546	$	—
FHLB-NY stock	124,807		124,807		124,807		—
Loans held-for-sale, net (1)	11,584		11,589		—		11,589
Loans receivable, net (1)	10,331,087		10,318,246		—		10,318,246
MSR, net (1)	10,130		10,133		—		10,133
Financial Liabilities:
Deposits	8,877,055		8,887,745		8,887,745		—
Borrowings, net	3,634,752		3,747,657		3,747,657		—

_______________________________________________________

(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.

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 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.

XML

Litigation

6 Months Ended

Jun. 30, 2017

Commitments and Contingencies Disclosure [Abstract]

Litigation

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.

Sterling Merger-related Litigation

Following the announcement of the execution of the Sterling Merger Agreement, a number of lawsuits challenging the proposed Sterling Merger were filed: (1) MSS 1209 Trust v. Astoria Financial Corporation, et al., Index No. 602161/2017, filed March 13, 2017 in the Supreme Court of the State of New York, County of Nassau, or the MSS Action; (2) Parshall v. Astoria Financial Corporation, et al., Case No. 1:17-cv-02165, filed April 10, 2017 in the United States District Court for the Eastern District of New York, or the Parshall Action; (3) Minzer v. Astoria Financial Corporation, et al., Case No. 2017-0284, filed April 12, 2017 in the Court of Chancery of the State of Delaware, or the Minzer Action; (4) O’Connell v. Astoria Financial Corporation, et al., Index No. 603703/2017, filed April 28, 2017 in the Supreme Court of the State of New York, County of Nassau, or the O’Connell Action, and together with the MSS Action and the Minzer Action, the State Court Actions; and (5) Jenkins v. Astoria Financial Corporation, et al., Case No. 1:17-cv-02608, filed May 2, 2017 in the United States District Court for the Eastern District of New York, or the Jenkins Action, and together with the Parshall Action, the Federal Actions. Collectively, the State Court Actions and the Federal Actions are referred to as the Class Actions. Each of these lawsuits is a putative class action filed on behalf of stockholders of Astoria and names as defendants Astoria, its directors and Sterling.

The plaintiffs in the State Court Actions generally allege that the directors of Astoria breached their fiduciary duties in connection with their approval of the Sterling 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 plaintiffs in the State Court Actions further variously allege that (i) the directors of Astoria approved the Sterling Merger through a flawed 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; and (ii) the directors of Astoria breached their fiduciary duties because they agreed to unreasonable deal protection devices that allegedly preclude other bidders from making a successful competing offer for Astoria. The plaintiffs in the State Court Actions further allege that Sterling aided and abetted the alleged fiduciary breaches by the Astoria Board of Directors.

The plaintiffs in the Federal Actions variously allege that the defendants violated federal securities laws by disseminating a registration statement that omitted material information with respect to the Sterling Merger. The plaintiffs in the O’Connell Action and the Minzer Action also allege that the registration statement is materially misleading.

Plaintiffs in the Class Actions seek, among other things, an order enjoining completion of the proposed Sterling Merger, additional disclosure, rescission of the transaction or rescissory damages if the Sterling Merger is consummated, and an award of costs and attorneys’ fees.

On June 6, 2017, Astoria, Sterling and the plaintiffs in the Class Actions entered into a memorandum of understanding, or the MOU, which provides for the settlement of the Class Actions. The MOU contemplates, among other things, that Astoria would make certain supplemental disclosures relating to the Sterling Merger. Although the defendants deny the allegations made in the Class Actions and believe that no supplemental disclosure is required under applicable laws, in order to minimize the distraction, burden, risk and expense of further litigation and in order to avoid any possible delay in the closing of the proposed Sterling Merger, Astoria agreed to make such supplemental disclosures pursuant to the terms of the MOU, which supplemental disclosures were made in Exhibit 99.1 to the Current Report on Form 8-K filed by Astoria with the SEC on June 7, 2017. Furthermore, pursuant to the MOU, plaintiffs in the Minzer Action, the Parshall Action and the Jenkins Action voluntarily dismissed their respective actions without prejudice.

In addition, on April 26, 2017, a separate putative class action challenging the proposed Sterling Merger, Garfield v. Sterling Bancorp, et al., Index No. 031888/2017, was filed in the Supreme Court of the State of New York, County of Rockland, or the Garfield Action. This lawsuit was brought on behalf of the stockholders of Sterling and names Sterling, its directors and Astoria as defendants. The complaint alleges, among other things, that Astoria aided and abetted a breach of the Sterling directors’ fiduciary duty of candor by jointly filing a materially deficient and misleading proxy statement. Sterling and Astoria agreed to make certain supplemental disclosures relating to the Sterling Merger, which supplemental disclosures were made in Exhibit 99.2 to the Current Report on Form 8-K filed by Astoria with the SEC on June 7, 2017, in contemplation of a potential settlement of the Garfield Action. On June 30, 2017, Sterling, Astoria and the plaintiffs in the Garfield Action entered into a Stipulation and Settlement, or the Garfield Stipulation, pursuant to which, in addition to the supplemental disclosures made on June 7, 2017, Sterling agreed, subject to final court approval, to pay to plaintiffs’ counsel a fixed amount in full settlement of the plaintiffs’ claim for attorneys’ fees and expenses. Although the defendants in the Garfield Action continue to deny the allegations made in the Garfield Action, they have nevertheless agreed to enter into the Garfield Stipulation in order to avoid the costs, disruption and distraction of further litigation.

On May 15, 2017, another putative class action, Karp v. Astoria Financial Corporation, et al., Index No. 604286/2017, was filed in the Supreme Court of the State of New York, County of Nassau, or the Karp Action, challenging the proposed Sterling Merger on substantially similar grounds as the other State Court Actions. Plaintiffs in the Karp Action seek similar remedies as the plaintiffs in the State Court Actions, as well as an order enjoining individual defendants from initiating any defensive measures or taking other actions that would allegedly inhibit their ability to maximize value for Astoria stockholders. Following the execution of the MOU, on July 10, 2017, Astoria, Sterling and the plaintiffs in the Karp Action entered into a Stipulation as to Scheduling and Acceptance of Service, or the Stipulation, pursuant to which the defendants’ time to answer, move or otherwise respond to the Karp Action has been extended indefinitely pending the outcome of any settlement approval process pursuant to the MOU.

The defendants continue to believe that all of these actions are without merit. Accordingly, no liability or reserve has been recognized in our consolidated statement of financial condition at June 30, 2017 with respect to these matters.

The settlements contemplated by the MOU and the Garfield Stipulation are subject to confirmatory discovery and customary conditions, including court approval following notice to Astoria’s and Sterling’s stockholders, respectively. If the settlements are finally approved by the court, they will resolve and release all claims by stockholders of Astoria and Sterling challenging any aspect of the Sterling Merger, the Sterling Merger Agreement, and any disclosure made in connection therewith, pursuant to terms that will be disclosed to stockholders prior to final approval of the settlements.

There can be no assurance that the court will approve the settlements contemplated by the MOU and the Garfield Stipulation. If the court does not approve either or both of the settlements, or if the settlements are otherwise disallowed or terminated by plaintiffs or defendants, to the extent provided for therein, the proposed settlements may become null and void. If the MOU and/or the Garfield Stipulation 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.

XML

Impact of Recent Accounting Standards and Interpretations

6 Months Ended

Jun. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Impact of Recent Accounting Standards and Interpretations

Impact of Recent Accounting Standards and Interpretations

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” to replace all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance, providing a unified model to determine when and how revenue is recognized. We will adopt this guidance in the first quarter of 2018 using the modified retrospective method with a cumulative-effect adjustment to opening retained earnings, as appropriate. Our revenue is comprised of net interest income on financial assets and financial liabilities and non-interest income. The scope of ASU 2014-09 explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of our revenues will not be affected. Other recurring revenue streams are within the scope of ASU 2014-09, including revenues associated with certain products and services offered by our banking and insurance businesses. Our preliminary analysis suggests that adoption of ASU 2014-09 is not expected to have a material impact on our financial condition or results of operations.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-01 require all equity investments to be measured at fair value, with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those resulting in consolidation of the investee). The amendments in ASU 2016-01 also require an entity to present separately in “other comprehensive income” the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU 2016-01 eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 is not expected to have a material effect on our consolidated statements of condition or results of operations.

In February 2016, the FASB issued 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 that will be depreciated over the term of the lease and a lease liability measured on a discounted basis. This will require many entities including Astoria Bank to include more existing leases on-balance sheet. We have identified several areas that are within the scope of ASU 2016-02, including Astoria Bank's contracts with respect to leased real estate and office equipment. We continue to evaluate the impact of ASU 2016-02, including determining whether other contracts exist that are deemed to be in scope. As such, no conclusions have yet been reached regarding the potential impact of adoption on our financial condition, results of operations or cash flows. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim period within those fiscal years.

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. While we have begun the process of compiling historical loss data by loan category, 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. Further, to date, no guidance has been issued by either our or Astoria Bank’s primary regulator with respect to how the impact of ASU 2016-13 is to be treated for regulatory capital purposes.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment,” as an update for entities that perform an annual goodwill impairment test. This update eliminates Step 2 from the goodwill impairment test and allows companies to measure impairment by comparing the fair value of a reporting unit with its carrying amount. Thus, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The new standard is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We continue to evaluate the impact of ASU 2017-04, but the adoption is not expected to have a material effect on our consolidated statements of condition or results of operations.

XML

Impact of Recent Accounting Standards and Interpretations (Policies)

6 Months Ended

Jun. 30, 2017

New Accounting Pronouncements and Changes in Accounting Principles [Abstract]

Impact of Recent Accounting Standards and Interpretations

In May 2014, the Financial Accounting Standards Board, or FASB, issued Accounting Standards Update, or ASU, 2014-09, “Revenue from Contracts with Customers (Topic 606),” to replace all current U.S. GAAP guidance on this topic and eliminate industry-specific guidance, providing a unified model to determine when and how revenue is recognized. We will adopt this guidance in the first quarter of 2018 using the modified retrospective method with a cumulative-effect adjustment to opening retained earnings, as appropriate. Our revenue is comprised of net interest income on financial assets and financial liabilities and non-interest income. The scope of ASU 2014-09 explicitly excludes net interest income as well as other revenues associated with financial assets and liabilities, including loans, leases, securities and derivatives. Accordingly, the majority of our revenues will not be affected. Other recurring revenue streams are within the scope of ASU 2014-09, including revenues associated with certain products and services offered by our banking and insurance businesses. Our preliminary analysis suggests that adoption of ASU 2014-09 is not expected to have a material impact on our financial condition or results of operations.

In January 2016, the FASB issued ASU 2016-01, “Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.” The amendments in ASU 2016-01 require all equity investments to be measured at fair value, with changes in the fair value recognized through net income (other than those accounted for under the equity method of accounting or those resulting in consolidation of the investee). The amendments in ASU 2016-01 also require an entity to present separately in “other comprehensive income” the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. In addition, the amendments in ASU 2016-01 eliminate the requirement to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet for public business entities. ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of ASU 2016-01 is not expected to have a material effect on our consolidated statements of condition or results of operations.

In February 2016, the FASB issued 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 that will be depreciated over the term of the lease and a lease liability measured on a discounted basis. This will require many entities including Astoria Bank to include more existing leases on-balance sheet. We have identified several areas that are within the scope of ASU 2016-02, including Astoria Bank's contracts with respect to leased real estate and office equipment. We continue to evaluate the impact of ASU 2016-02, including determining whether other contracts exist that are deemed to be in scope. As such, no conclusions have yet been reached regarding the potential impact of adoption on our financial condition, results of operations or cash flows. ASU 2016-02 is effective for public companies for fiscal years beginning after December 15, 2018, including interim period within those fiscal years.

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. While we have begun the process of compiling historical loss data by loan category, 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. Further, to date, no guidance has been issued by either our or Astoria Bank’s primary regulator with respect to how the impact of ASU 2016-13 is to be treated for regulatory capital purposes.

In January 2017, the FASB issued ASU 2017-04, “Intangibles-Goodwill and Other (Topic 350), Simplifying the Test for Goodwill Impairment,” as an update for entities that perform an annual goodwill impairment test. This update eliminates Step 2 from the goodwill impairment test and allows companies to measure impairment by comparing the fair value of a reporting unit with its carrying amount. Thus, an entity will no longer determine goodwill impairment by calculating the implied fair value of goodwill by assigning the fair value of reporting unit to all of its assets and liabilities as if that reporting unit had been acquired in a business combination. The new standard is effective for public companies for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, with early adoption permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. We continue to evaluate the impact of ASU 2017-04, but the adoption is not expected to have a material effect on our consolidated statements of condition or results of operations.

XML

Securities (Tables)

6 Months Ended

Jun. 30, 2017

Investments, Debt and Equity Securities [Abstract]

Schedule of Amortized Cost and Estimated Fair Value of Available-for-Sale and Held-to-Maturity 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 June 30, 2017
(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)	$	218,429		$	1,113		$	(2,624	)	$	216,918
Non-GSE issuance REMICs and CMOs	854			—			(3		)	851
GSE pass-through certificates	7,706			302			(1		)	8,007
Total residential mortgage-backed securities	226,989			1,415			(2,628		)	225,776
Obligations of GSEs	30,000			—			(798		)	29,202
Fannie Mae stock	15			—			(13		)	2
Total securities available-for-sale	$	257,004		$	1,415		$	(3,439	)	$	254,980
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,323,264		$	5,438		$	(10,269	)	$	1,318,433
Non-GSE issuance REMICs and CMOs	189			—			(6		)	183
GSE pass-through certificates	221,541			1,008			(2,340		)	220,209
Total residential mortgage-backed securities	1,544,994			6,446			(12,615		)	1,538,825
Multi-family mortgage-backed securities:
GSE issuance REMICs	895,870			273			(16,971		)	879,172
Obligations of GSEs	394,303			17			(13,609		)	380,711
Corporate Debt securities	80,000			—			(4,126		)	75,874
Other	298			—			—			298
Total securities held-to-maturity	$	2,915,465		$	6,736		$	(47,321	)	$	2,874,880

(1) Government-sponsored enterprise

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

	At December 31, 2016
(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	$	242,172		$	1,327		$	(2,706	)	$	240,793
Non-GSE issuance REMICs and CMOs	1,442			2			(1		)	1,443
GSE pass-through certificates	8,571			361			(2		)	8,930
Total residential mortgage-backed securities	252,185			1,690			(2,709		)	251,166
Obligations of GSEs	30,000			—			(1,125		)	28,875
Fannie Mae stock	15			—			(11		)	4
Total securities available-for-sale	$	282,200		$	1,690		$	(3,845	)	$	280,045
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	1,119,175		$	4,896		$	(11,957	)	$	1,112,114
Non-GSE issuance REMICs and CMOs	193			—			(7		)	186
GSE pass-through certificates	228,976			665			(3,282		)	226,359
Total residential mortgage-backed securities	1,348,344			5,561			(15,246		)	1,338,659
Multi-family mortgage-backed securities:
GSE issuance REMICs	927,119			363			(19,290		)	908,192
Obligations of GSEs	384,325			54			(16,510		)	367,869
Corporate debt securities	80,000			—			(4,518		)	75,482
Other	344			—			—			344
Total securities held-to-maturity	$	2,740,132		$	5,978		$	(55,564	)	$	2,690,546

Schedule of Contractual Maturity

The following contractual maturity table sets forth certain information regarding the amortized costs and estimated fair values of our securities available-for-sale and securities held-to-maturity at June 30, 2017 and does not reflect the effect of prepayments or scheduled principal amortization on our REMICs, CMOs and pass-through certificates or the effect of callable features on our obligations of GSEs (all of which are callable in 2017 and at various times thereafter).

	June 30, 2017
	Available-for-Sale						Held-to-Maturity
(Dollars in Thousands)	Amortized Cost			Estimated Fair Value			Amortized Cost		Estimated Fair Value
Securities remaining period to contractual maturity:
Within one year		$	842		$	840	$	49,964	$	49,964
Over one to five years		275			275		17,272		17,287
Over five to ten years		36,072			35,449		434,341		419,787
Over ten years		219,815			218,416		2,413,888		2,387,842
Total securities		$	257,004		$	254,980	$	2,915,465	$	2,874,880

Schedule of Estimated Fair Values of Securities with Gross Unrealized Losses

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 June 30, 2017
	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	$	104,918		$	(1,943	)	$	19,459		$	(681	)	$	124,377		$	(2,624	)
Non-GSE issuance REMICs and CMOs	756			(2		)	67			(1		)	823			(3		)
GSE pass-through certificates	—			—			53			(1		)	53			(1		)
Obligations of GSEs	29,202			(798		)	—			—			29,202			(798		)
Fannie Mae stock	—			—			2			(13		)	2			(13		)
Total temporarily impaired securities available-for-sale	$	134,876		$	(2,743	)	$	19,581		$	(696	)	$	154,457		$	(3,439	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	705,134		$	(6,681	)	$	119,515		$	(3,588	)	$	824,649		$	(10,269	)
Non-GSE issuance REMICs and CMOs	—			—			183			(6		)	183			(6		)
GSE pass-through certificates	79,567			(1,103		)	58,804			(1,237		)	138,371			(2,340		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	773,614			(15,565		)	43,062			(1,406		)	816,676			(16,971		)
Obligations of GSEs	344,300			(13,609		)	—			—			344,300			(13,609		)
Corporate debt securities	9,200			(800		)	66,674			(3,326		)	75,874			(4,126		)
Total temporarily impaired securities held-to-maturity	$	1,911,815		$	(37,758	)	$	288,238		$	(9,563	)	$	2,200,053		$	(47,321	)

	At December 31, 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	$	140,638		$	(1,886	)	$	20,026		$	(820	)	$	160,664		$	(2,706	)
Non-GSE issuance REMICs and CMOs	—			—			92			(1		)	92			(1		)
GSE pass-through certificates	71			(1		)	90			(1		)	161			(2		)
Obligations of GSEs	28,875			(1,125		)	—			—			28,875			(1,125		)
Fannie Mae stock	—			—			4			(11		)	4			(11		)
Total temporarily impaired securities available-for-sale	$	169,584		$	(3,012	)	$	20,212		$	(833	)	$	189,796		$	(3,845	)
Held-to-maturity:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	515,537		$	(7,457	)	$	131,629		$	(4,500	)	$	647,166		$	(11,957	)
Non-GSE issuance REMICs and CMOs	—			—			186			(7		)	186			(7		)
GSE pass-through certificates	104,538			(1,775		)	61,872			(1,507		)	166,410			(3,282		)
Multi-family mortgage-backed securities:
GSE issuance REMICs	871,436			(19,290		)	—			—			871,436			(19,290		)
Obligations of GSEs	296,427			(16,510		)	—			—			296,427			(16,510		)
Corporate debt securities	37,785			(2,216		)	37,698			(2,302		)	75,483			(4,518		)
Total temporarily impaired securities held-to-maturity	$	1,825,723		$	(47,248	)	$	231,385		$	(8,316	)	$	2,057,108		$	(55,564	)

XML

Loans Receivable and Allowance for Loan Losses (Tables)

6 Months Ended

Jun. 30, 2017

Receivables [Abstract]

Composition of Loans Receivable Portfolio and Aging Analysis by Accruing and Non-Accrual Loans

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 June 30, 2017
	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	$	820	$	754	$	—	$	1,574	$	103,118	$	104,692
Full documentation amortizing	27,058		7,706		—		34,764		4,121,737		4,156,501
Reduced documentation interest-only	302		—		—		302		19,069		19,371
Reduced documentation amortizing	22,994		5,130		—		28,124		547,775		575,899
Total residential	51,174		13,590		—		64,764		4,791,699		4,856,463
Multi-family	3,498		153		663		4,314		3,978,312		3,982,626
Commercial real estate	1,869		1,099		895		3,863		660,813		664,676
Total mortgage loans	56,541		14,842		1,558		72,941		9,430,824		9,503,765
Consumer and other loans (gross):
Home equity and other consumer	1,088		80		—		1,168		124,506		125,674
Commercial and industrial	44		—		—		44		97,820		97,864
Total consumer and other loans	1,132		80		—		1,212		222,326		223,538
Total accruing loans	$	57,673	$	14,922	$	1,558	$	74,153	$	9,653,150	$	9,727,303
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	—	$	—	$	8,345	$	8,345	$	311	$	8,656
Full documentation amortizing	1,168		1,392		44,804		47,364		9,711		57,075
Reduced documentation interest-only	783		—		8,813		9,596		329		9,925
Reduced documentation amortizing	1,889		804		39,630		42,323		9,982		52,305
Total residential	3,840		2,196		101,592		107,628		20,333		127,961
Multi-family	389		—		306		695		1,307		2,002
Commercial real estate	675		—		—		675		3,376		4,051
Total mortgage loans	4,904		2,196		101,898		108,998		25,016		134,014
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,383		4,383		—		4,383
Commercial and industrial	—		—		24		24		—		24
Total consumer and other loans	—		—		4,407		4,407		—		4,407
Total non-accrual loans	$	4,904	$	2,196	$	106,305	$	113,405	$	25,016	$	138,421
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	820	$	754	$	8,345	$	9,919	$	103,429	$	113,348
Full documentation amortizing	28,226		9,098		44,804		82,128		4,131,448		4,213,576
Reduced documentation interest-only	1,085		—		8,813		9,898		19,398		29,296
Reduced documentation amortizing	24,883		5,934		39,630		70,447		557,757		628,204
Total residential	55,014		15,786		101,592		172,392		4,812,032		4,984,424
Multi-family	3,887		153		969		5,009		3,979,619		3,984,628
Commercial real estate	2,544		1,099		895		4,538		664,189		668,727
Total mortgage loans	61,445		17,038		103,456		181,939		9,455,840		9,637,779
Consumer and other loans (gross):
Home equity and other consumer	1,088		80		4,383		5,551		124,506		130,057
Commercial and industrial	44		—		24		68		97,820		97,888
Total consumer and other loans	1,132		80		4,407		5,619		222,326		227,945
Total loans	$	62,577	$	17,118	$	107,863	$	187,558	$	9,678,166	$	9,865,724
Net unamortized premiums and deferred loan origination costs											33,908
Loans receivable											9,899,632
Allowance for loan losses											(79,500		)
Loans receivable, net											$	9,820,132

	At December 31, 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	$	1,476	$	3,104	$	—	$	4,580	$	212,316	$	216,896
Full documentation amortizing	36,563		8,217		—		44,780		4,300,620		4,345,400
Reduced documentation interest-only	2,974		779		—		3,753		80,416		84,169
Reduced documentation amortizing	27,449		5,222		—		32,671		552,233		584,904
Total residential	68,462		17,322		—		85,784		5,145,585		5,231,369
Multi-family	1,060		795		—		1,855		4,040,386		4,042,241
Commercial real estate	2,043		1,298		—		3,341		720,582		723,923
Total mortgage loans	71,565		19,415		—		90,980		9,906,553		9,997,533
Consumer and other loans (gross):
Home equity and other consumer	1,281		550		—		1,831		133,024		134,855
Commercial and industrial	—		647		—		647		99,087		99,734
Total consumer and other loans	1,281		1,197		—		2,478		232,111		234,589
Total accruing loans	$	72,846	$	20,612	$	—	$	93,458	$	10,138,664	$	10,232,122
Non-accrual loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	437	$	—	$	11,605	$	12,042	$	2,048	$	14,090
Full documentation amortizing	2,469		—		42,983		45,452		11,753		57,205
Reduced documentation interest-only	—		—		11,624		11,624		3,768		15,392
Reduced documentation amortizing	1,077		992		35,351		37,420		9,887		47,307
Total residential	3,983		992		101,563		106,538		27,456		133,994
Multi-family	428		611		1,244		2,283		2,098		4,381
Commercial real estate	219		—		—		219		5,117		5,336
Total mortgage loans	4,630		1,603		102,807		109,040		34,671		143,711
Consumer and other loans (gross):
Home equity and other consumer	—		—		4,483		4,483		—		4,483
Commercial and industrial	—		—		42		42		—		42
Total consumer and other loans	—		—		4,525		4,525		—		4,525
Total non-accrual loans	$	4,630	$	1,603	$	107,332	$	113,565	$	34,671	$	148,236
Total loans:
Mortgage loans (gross):
Residential:
Full documentation interest-only	$	1,913	$	3,104	$	11,605	$	16,622	$	214,364	$	230,986
Full documentation amortizing	39,032		8,217		42,983		90,232		4,312,373		4,402,605
Reduced documentation interest-only	2,974		779		11,624		15,377		84,184		99,561
Reduced documentation amortizing	28,526		6,214		35,351		70,091		562,120		632,211
Total residential	72,445		18,314		101,563		192,322		5,173,041		5,365,363
Multi-family	1,488		1,406		1,244		4,138		4,042,484		4,046,622
Commercial real estate	2,262		1,298		—		3,560		725,699		729,259
Total mortgage loans	76,195		21,018		102,807		200,020		9,941,224		10,141,244
Consumer and other loans (gross):
Home equity and other consumer	1,281		550		4,483		6,314		133,024		139,338
Commercial and industrial	—		647		42		689		99,087		99,776
Total consumer and other loans	1,281		1,197		4,525		7,003		232,111		239,114
Total loans	$	77,476	$	22,215	$	107,332	$	207,023	$	10,173,335	$	10,380,358
Net unamortized premiums and deferred loan origination costs											36,829
Loans receivable											10,417,187
Allowance for loan losses											(86,100		)
Loans receivable, net											$	10,331,087

Changes in Allowance for Loan Losses by Loan Receivable Segment

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 June 30, 2017
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at April 1, 2017		$	34,351		$	33,949			$	8,905			$	5,295		$	82,500
Provision (credited) charged to operations		(2,198		)	241				(345		)		(153		)	(2,455		)
Charge-offs		(1,446		)	(103		)		—				(153		)	(1,702		)
Recoveries		720			—				384				53			1,157
Balance at June 30, 2017		$	31,427		$	34,087			$	8,944			$	5,042		$	79,500
		For the Six Months Ended June 30, 2017
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at January 1, 2017		$	36,439		$	34,901			$	9,299			$	5,461		$	86,100
Provision credited to operations		(3,099		)	(716		)		(848		)		(278		)	(4,941		)
Charge-offs		(3,681		)	(137		)		—				(265		)	(4,083		)
Recoveries		1,768			39				493				124			2,424
Balance at June 30, 2017		$	31,427		$	34,087			$	8,944			$	5,042		$	79,500

		For the Three Months Ended June 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at April 1, 2016		$	44,378		$	33,020			$	10,368			$	6,434		$	94,200
Provision (credited) charged to operations		(1,658		)	(1,270		)		(596		)		518			(3,006		)
Charge-offs		(1,826		)	(99		)		(63		)		(95		)	(2,083		)
Recoveries		326			480				—				83			889
Balance at June 30, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000
		For the Six Months Ended June 30, 2016
		Mortgage Loans										Consumer and Other Loans
					Multi-Family			Commercial Real Estate
(In Thousands)	Residential															Total
Balance at January 1, 2016		$	44,951		$	35,544			$	11,217			$	6,288		$	98,000
Provision (credited) charged to operations		(1,520		)	(4,527		)		(1,445		)		1,359			(6,133		)
Charge-offs		(3,491		)	(409		)		(63		)		(860		)	(4,823		)
Recoveries		1,280			1,523				—				153			2,956
Balance at June 30, 2016		$	41,220		$	32,131			$	9,709			$	6,940		$	90,000

Balances of Residential Interest-Only Mortgage Loans

The following table sets forth the balances of our residential interest-only mortgage loans at June 30, 2017 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 (1)	$	112,628
13 to 24 months	15,382
25 to 36 months	12,372
Over 36 months	2,262
Total	$	142,644

(1) Includes $15.1 million of past due loans that were scheduled to enter amortization prior to June 30, 2017.

Balances of Loan Portfolio Segments by Credit Quality Indicator

The following tables set forth the balances of our loan portfolio segments by credit quality indicator at the dates indicated.

	At June 30, 2017
	Mortgage Loans								Consumer and Other Loans
(In Thousands)	Residential		Multi-Family			Commercial Real Estate			Home Equity and Other Consumer			Commercial and Industrial			Total
Not criticized	$	4,790,466		$	3,947,169		$	649,699		$	125,594		$	96,011	$	9,608,939
Criticized:
Special mention	11,877			25,437			5,727			80			1,522		44,643
Substandard	182,081			12,022			13,301			4,383			355		212,142
Doubtful	—			—			—			—			—		—
Total	$	4,984,424		$	3,984,628		$	668,727		$	130,057		$	97,888	$	9,865,724

	At December 31, 2016
	Mortgage Loans								Consumer and Other Loans
(In Thousands)	Residential		Multi-Family			Commercial Real Estate			Home Equity and Other Consumer			Commercial and Industrial			Total
Not criticized	$	5,158,878		$	4,005,703		$	702,697		$	134,305		$	99,087	$	10,100,670
Criticized:
Special mention	14,922			24,804			9,235			550			647		50,158
Substandard	191,563			16,115			17,327			4,483			42		229,530
Doubtful	—			—			—			—			—		—
Total	$	5,365,363		$	4,046,622		$	729,259		$	139,338		$	99,776	$	10,380,358

Balances of Loans Receivable and Related Allowance for Loan Loss Allocation

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 June 30, 2017
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential									Total
Loans:
Individually evaluated for impairment	$	181,284	$	4,320		$	7,397	$	3,611	$	196,612
Collectively evaluated for impairment	4,803,140		3,980,308			661,330		224,334		9,669,112
Total loans	$	4,984,424	$	3,984,628		$	668,727	$	227,945	$	9,865,724
Allowance for loan losses:
Individually evaluated for impairment	$	7,730	$	2		$	4	$	275	$	8,011
Collectively evaluated for impairment	23,697		34,085			8,940		4,767		71,489
Total allowance for loan losses	$	31,427	$	34,087		$	8,944	$	5,042	$	79,500

	At December 31, 2016
	Mortgage Loans							Consumer and Other Loans
			Multi-Family		Commercial Real Estate
(In Thousands)	Residential									Total
Loans:
Individually evaluated for impairment	$	192,427	$	7,112		$	10,033	$	4,091	$	213,663
Collectively evaluated for impairment	5,172,936		4,039,510			719,226		235,023		10,166,695
Total loans	$	5,365,363	$	4,046,622		$	729,259	$	239,114	$	10,380,358
Allowance for loan losses:
Individually evaluated for impairment	$	9,044	$	24		$	—	$	310	$	9,378
Collectively evaluated for impairment	27,395		34,877			9,299		5,151		76,722
Total allowance for loan losses	$	36,439	$	34,901		$	9,299	$	5,461	$	86,100

Impaired Loans by Segment and Class

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

	At June 30, 2017									At December 31, 2016
(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	$	13,761	$	10,722	$	(1,274	)	$	9,448	$	21,202	$	16,535	$	(1,863	)	$	14,672
Full documentation amortizing	88,575		79,485		(2,934		)	76,551		88,106		79,584		(3,494		)	76,090
Reduced documentation interest-only	12,320		10,295		(931		)	9,364		28,637		23,090		(1,589		)	21,501
Reduced documentation amortizing	90,144		78,231		(2,591		)	75,640		79,670		70,623		(2,098		)	68,525
Multi-family	1,426		1,427		(2		)	1,425		2,427		2,432		(24		)	2,408
Commercial real estate	221		225		(4		)	221		—		—		—			—
Consumer and other loans:
Home equity lines of credit	3,903		3,587		(275		)	3,312		4,414		4,049		(310		)	3,739
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,972		2,551		—			2,551		2,965		2,595		—			2,595
Multi-family	3,400		2,893		—			2,893		5,272		4,680		—			4,680
Commercial real estate	8,437		7,172		—			7,172		11,791		10,033		—			10,033
Consumer and other loans:
Commercial and industrial	72		24		—			24		90		42		—			42
Total impaired loans	$	225,231	$	196,612	$	(8,011	)	$	188,601	$	244,574	$	213,663	$	(9,378	)	$	204,285

Average Recorded Investment, Interest Income Recognized and Cash Basis Interest Income Related to Impaired Loans

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 June 30,
	2017						2016
(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	$	12,238	$	54	$	51	$	26,744	$	154	$	154
Full documentation amortizing	80,364		671		662		70,988		524		534
Reduced documentation interest-only	12,984		38		45		35,843		300		300
Reduced documentation amortizing	77,911		735		770		64,400		594		597
Multi-family	1,438		26		26		5,232		56		68
Commercial real estate	1,246		2		2		686		5		5
Consumer and other loans:
Home equity lines of credit	3,742		10		12		4,488		11		9
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,623		24		22		—		—		—
Multi-family	3,752		36		38		9,385		113		121
Commercial real estate	8,168		102		109		11,867		164		167
Consumer and other loans:
Commercial and industrial	28		1		1		—		—		—
Total impaired loans	$	204,494	$	1,699	$	1,738	$	229,633	$	1,921	$	1,955
	For the Six Months Ended June 30,
	2017						2016
(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	$	13,670	$	154	$	155	$	28,040	$	290	$	302
Full documentation amortizing	80,104		1,311		1,296		68,400		1,070		1,077
Reduced documentation interest-only	16,353		90		88		39,409		622		615
Reduced documentation amortizing	75,482		1,521		1,538		60,440		1,156		1,178
Multi-family	1,769		52		52		6,138		120		138
Commercial real estate	830		4		4		2,698		11		12
Consumer and other loans:
Home equity lines of credit	3,844		24		26		4,648		21		20
Without an allowance recorded:
Mortgage loans:
Residential:
Reduced documentation amortizing	2,614		46		43		—		—		—
Multi-family	4,061		73		75		11,821		243		254
Commercial real estate	8,789		207		210		10,668		334		337
Consumer and other loans:
Commercial and industrial	33		3		3		—		—		—
Total impaired loans	$	207,549	$	3,485	$	3,490	$	232,262	$	3,867	$	3,933

Mortgage Loans Receivable by Segment and Class

The following tables set forth information about our mortgage loans receivable by segment and class at June 30, 2017 and 2016 which were modified in a troubled debt restructuring, or TDR, during the periods indicated. Modifications in a TDR for the three months ended June 30, 2017 included interest rate modifications of $3.5 million and extension of maturity date modifications of $492,000. In addition, $2.5 million of loans at June 30, 2017 were classified as TDRs as a result of relief granted under Chapter 7 bankruptcy filings. Modifications in a TDR for the six months ended June 30, 2017 included interest rate modifications of $5.1 million, maturity date modifications of $492,000 and Chapter 7 bankruptcy filings of $3.3 million.

	Modifications During the Three Months Ended June 30,
	2017								2016
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2017			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		2		$	599		$	599		3		$	1,947		$	1,943
Full documentation amortizing		4		1,894			1,891			11		4,274			4,264
Reduced documentation interest-only		—		—			—			1		498			489
Reduced documentation amortizing		7		3,947			3,916			2		529			526
Multi-family		—		—			—			1		338			332
Commercial real estate		—		—			—			1		515			487
Total		13		$	6,440		$	6,406		19		$	8,101		$	8,041
	Modifications During the Six Months Ended June 30,
	2017								2016
(Dollars In Thousands)	Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2017			Number of Loans		Pre- Modification Recorded Investment			Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		3		$	795		$	787		7		$	2,836		$	2,829
Full documentation amortizing		6		2,379			2,369			13		4,865			4,852
Reduced documentation interest-only		3		1,121			1,090			3		1,212			1,196
Reduced documentation amortizing		11		4,742			4,700			5		1,524			1,506
Multi-family		—		—			—			1		338			332
Commercial real estate		—		—			—			1		515			487
Total		23		$	9,037		$	8,946		30		$	11,290		$	11,202

The following tables set forth information about our mortgage loans receivable by segment and class at June 30, 2017 and 2016 which were modified in a TDR during the twelve month periods ended June 30, 2017 and 2016 and had a subsequent payment default during the periods indicated.

	For the Three Months Ended June 30,
	2017					2016
(Dollars In Thousands)	Number of Loans		Recorded Investment at June 30, 2017			Number of Loans		Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		3		$	897		3		$	1,084
Full documentation amortizing		1		597			9		2,345
Reduced documentation interest-only		2		879			2		395
Reduced documentation amortizing		4		1,214			—		—
Total		10		$	3,587		14		$	3,824
	For the Six Months Ended June 30,
	2017					2016
(Dollars In Thousands)	Number of Loans		Recorded Investment at June 30, 2017			Number of Loans		Recorded Investment at June 30, 2016
Residential:
Full documentation interest-only		4		$	1,085		3		$	1,084
Full documentation amortizing		2		764			9		2,345
Reduced documentation interest-only		2		879			3		970
Reduced documentation amortizing		4		1,214			—		—
Total		12		$	3,942		15		$	4,399

XML

Securities Sold Under Agreements to Repurchase (Tables)

6 Months Ended

Jun. 30, 2017

Banking and Thrift [Abstract]

Schedule of Remaining Contractual Maturities of Agreements to Repurchase, or Repo Agreements

The following table details the remaining contractual maturities of our agreements to repurchase, or repo agreements, at June 30, 2017.

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

(1) Callable within the next three months and on a quarterly basis thereafter.

XML

Earnings Per Common Share (Tables)

6 Months Ended

Jun. 30, 2017

Earnings Per Share [Abstract]

Reconciliation of Basic and Diluted 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 June 30,												For the Six Months Ended June 30,
(In Thousands, Except Share Data)	2017						2016							2017						2016
Net income		$	17,983					$	18,336					$	32,390					$	36,901
Preferred stock dividends		(2,194				)		(2,194				)		(4,388				)		(4,388				)
Net income available to common shareholders		15,789						16,142						28,002						32,513
Income allocated to participating securities		(173				)		(160				)		(247				)		(296				)
Net income allocated to common shareholders		$	15,616					$	15,982					$	27,755					$	32,217
Basic weighted average common shares outstanding	100,595,630						100,380,937						100,590,645						100,374,934
Dilutive effect of stock options and restricted stock units (1) (2)	—						—						—						—
Diluted weighted average common shares outstanding	100,595,630						100,380,937						100,590,645						100,374,934
Basic EPS				$	0.16					$	0.16					$	0.28					$	0.32
Diluted EPS				$	0.16					$	0.16					$	0.28					$	0.32

(1) Excludes options to purchase 6,000 shares of common stock which were outstanding during the three months ended June 30, 2016; options to purchase 467 shares of common stock which were outstanding during the six months ended June 30, 2017; and options to purchase 6,495 shares of common stock which were outstanding during the six months ended June 30, 2016 because their inclusion would be anti-dilutive. There were no options to purchase shares of common stock outstanding during the three months ended June 30, 2017.

(2) Excludes 370,749 unvested restricted stock units which were outstanding during the three months ended June 30, 2017; 744,923 unvested restricted stock units which were outstanding during the three months ended June 30, 2016; 430,238 unvested restricted stock units which were outstanding during the six months ended June 30, 2017; and 746,027 unvested restricted stock units which were outstanding during the six months ended June 30, 2016 because the performance conditions have not been satisfied.

XML

Other Comprehensive Income/Loss (Tables)

6 Months Ended

Jun. 30, 2017

Equity [Abstract]

Components of Accumulated Other Comprehensive Loss, Net of Related Tax Effects

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 six months ended June 30, 2017 and 2016.

(In Thousands)	At    March 31, 2017				Other Comprehensive Income			At   June 30, 2017
Net unrealized gain on securities available-for-sale		$	1,829			$	658		$	2,487
Net actuarial loss on pension plans and other postretirement benefits		(55,836		)		287			(55,549		)
Prior service cost on pension plans and other postretirement benefits		(2,906		)		28			(2,878		)
Accumulated other comprehensive loss		$	(56,913	)		$	973		$	(55,940	)
(In Thousands)	At   December 31, 2016				Other Comprehensive Income			At   June 30, 2017
Net unrealized gain on securities available-for-sale		$	2,261			$	226		$	2,487
Net actuarial loss on pension plans and other postretirement benefits		(56,207		)		658			(55,549		)
Prior service cost on pension plans and other postretirement benefits		(2,935		)		57			(2,878		)
Accumulated other comprehensive loss		$	(56,881	)		$	941		$	(55,940	)
(In Thousands)	At    March 31, 2016				Other Comprehensive Income			At   June 30, 2016
Net unrealized gain on securities available-for-sale		$	6,812			$	507		$	7,319
Net actuarial loss on pension plans and other postretirement benefits		(57,999		)		315			(57,684		)
Prior service cost on pension plans and other postretirement benefits		(3,020		)		29			(2,991		)
Accumulated other comprehensive loss		$	(54,207	)		$	851		$	(53,356	)
(In Thousands)	At   December 31, 2015				Other Comprehensive Income			At   June 30, 2016
Net unrealized gain on securities available-for-sale		$	2,827			$	4,492		$	7,319
Net actuarial loss on pension plans and other postretirement benefits		(58,396		)		712			(57,684		)
Prior service cost on pension plans and other postretirement benefits		(3,048		)		57			(2,991		)
Accumulated other comprehensive loss		$	(58,617	)		$	5,261		$	(53,356	)

Components of Other Comprehensive Income/Loss

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

		For the Three Months Ended   June 30, 2017
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	1,104		$	(446	)		$	658
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		482			(195		)		287
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		47			(19		)		28
Other comprehensive income		$	1,633		$	(660	)		$	973

		For the Six Months Ended   June 30, 2017
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	380		$	(154	)		$	226
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,105			(447		)		658
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		95			(38		)		57
Other comprehensive income		$	1,580		$	(639	)		$	941

		For the Three Months Ended   June 30, 2016
(In Thousands)	Before Tax Amount			Income Tax Expense				After Tax Amount
Net unrealized holding gain on securities available-for-sale arising during the period		$	852		$	(345	)		$	507
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		528			(213		)		315
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		48			(19		)		29
Other comprehensive income		$	1,428		$	(577	)		$	851

		For the Six Months Ended   June 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 arising during the period		$	7,626			$	(3,083	)		$	4,543
Reclassification adjustment for gain on sales of securities included in net income		(86		)		35				(51		)
Net unrealized gain on securities available-for-sale		7,540				(3,048		)		4,492
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income		1,195				(483		)		712
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income		95				(38		)		57
Other comprehensive income		$	8,830			$	(3,569	)		$	5,261

Schedule of Information About Amounts Reclassified from Accumulated Other Comprehensive Loss

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

	For the Three Months Ended June 30,							Income Statement Line Item
(In Thousands)		2017			2016
Reclassification adjustment for net actuarial loss (1)		$	(482	)	$	(528	)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(47		)	(48		)	Compensation and benefits
Total reclassifications, before tax		(529		)	(576		)
Income tax effect		214			232			Income tax expense
Total reclassifications, net of tax		$	(315	)	$	(344	)	Net income

	For the Six Months Ended June 30,							Income Statement Line Item
(In Thousands)		2017			2016
Reclassification adjustment for gain on sales of securities		$	—		$	86		Gain on sales of securities
Reclassification adjustment for net actuarial loss (1)		(1,105		)	(1,195		)	Compensation and benefits
Reclassification adjustment for prior service cost (1)		(95		)	(95		)	Compensation and benefits
Total reclassifications, before tax		(1,200		)	(1,204		)
Income tax effect		485			486			Income tax expense
Total reclassifications, net of tax		$	(715	)	$	(718	)	Net income

(1) These other comprehensive income/loss 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.

XML

Pension Plans and Other Postretirement Benefits (Tables)

6 Months Ended

Jun. 30, 2017

Compensation and Retirement Disclosure [Abstract]

Components of Net Periodic Cost for Defined Benefit Pension Plans and Other Postretirement Benefit Plan

The following tables set forth information regarding the components of net periodic cost 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 June 30,							For the Three Months Ended June 30,
(In Thousands)		2017			2016				2017			2016
Service cost		$	—		$	—			$	305		$	460
Interest cost		2,338			2,485				236			234
Expected return on plan assets		(3,103		)	(3,058		)		—			—
Recognized net actuarial loss (gain)		656			673				(174		)	(145		)
Amortization of prior service cost		47			48				—			—
Settlement		25			—				—			—
Net periodic (benefit) cost		$	(37	)	$	148			$	367		$	549
		Pension Benefits							Other Postretirement Benefits
	For the Six Months Ended June 30,							For the Six Months Ended June 30,
(In Thousands)		2017			2016				2017			2016
Service cost		$	—		$	—			$	795		$	932
Interest cost		4,768			5,021				491			497
Expected return on plan assets		(6,200		)	(6,116		)		—			—
Recognized net actuarial loss (gain)		1,378			1,407				(273		)	(212		)
Amortization of prior service cost		95			95				—			—
Settlement		86			—				—			—
Net periodic cost		$	127		$	407			$	1,013		$	1,217

XML

Stock Incentive Plans (Tables)

6 Months Ended

Jun. 30, 2017

Disclosure of Compensation Related Costs, Share-based Payments [Abstract]

Summary of Restricted Common Stock and Performance-Based Restricted Stock Unit Activity

The following table summarizes restricted common stock and performance-based restricted stock unit activity in our stock incentive plans for the six months ended June 30, 2017.

	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, 2017		639,329			$	14.40			705,600			$	12.41
Granted		521,784			19.80				—			—
Vested		(21,790	)		(12.62		)		—			—
Forfeited		(18,140	)		(16.43		)		(10,000	)		(12.64		)
Expired		—			—				(327,800	)	(1)	(12.14		)
Unvested at June 30, 2017		1,121,183			16.91				367,800			12.64

(1) Expired on February 1, 2017. Performance-based conditions were not achieved.

XML

Regulatory Matters (Tables)

6 Months Ended

Jun. 30, 2017

Regulatory Capital Requirements [Abstract]

Schedule of Regulatory Capital Requirements

The following tables set forth information regarding the regulatory capital requirements applicable to Astoria Financial Corporation and Astoria Bank.

	At June 30, 2017
	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	$	1,597,712	11.34	%		$	563,739	4.00	%		N/A		N/A			$	704,673	5.00	%
Common equity tier 1 risk-based	1,470,451		19.03			347,681		4.50			$	444,259	5.75	%		502,206		6.50
Tier 1 risk-based	1,597,712		20.68			463,575		6.00			560,153		7.25			618,100		8.00
Total risk-based	1,677,630		21.71			618,100		8.00			714,678		9.25			772,624		10.00
Astoria Bank:
Tier 1 leverage	$	1,717,805	12.28	%		$	559,601	4.00	%		N/A		N/A			$	699,501	5.00	%
Common equity tier 1 risk-based	1,717,805		22.28			346,965		4.50			$	443,344	5.75	%		501,171		6.50
Tier 1 risk-based	1,717,805		22.28			462,620		6.00			558,999		7.25			616,826		8.00
Total risk-based	1,797,723		23.32			616,826		8.00			713,206		9.25			771,033		10.00

	At December 31, 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	$	1,572,750	10.85	%		$	579,829	4.00	%		N/A		N/A			$	724,786	5.00	%
Common equity tier 1 risk-based	1,448,341		17.29			376,857		4.50			$	429,199	5.125	%		544,350		6.50
Tier 1 risk-based	1,572,750		18.78			502,477		6.00			554,818		6.625			669,969		8.00
Total risk-based	1,659,221		19.81			669,969		8.00			722,310		8.625			837,461		10.00
Astoria Bank:
Tier 1 leverage	$	1,742,580	12.09	%		$	576,660	4.00	%		N/A		N/A			$	720,825	5.00	%
Common equity tier 1 risk-based	1,742,580		20.85			376,129		4.50			$	428,369	5.125	%		543,297		6.50
Tier 1 risk-based	1,742,580		20.85			501,505		6.00			553,745		6.625			668,673		8.00
Total risk-based	1,829,051		21.88			668,673		8.00			720,913		8.625			835,841		10.00

XML

Fair Value Measurements (Tables)

6 Months Ended

Jun. 30, 2017

Fair Value Disclosures [Abstract]

Schedule of Carrying Values of Assets Measured at Estimated Fair Value on a Recurring Basis

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 June 30, 2017
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	216,918	$	—	$	216,918
Non-GSE issuance REMICs and CMOs	851		—		851
GSE pass-through certificates	8,007		—		8,007
Obligations of GSEs	29,202		—		29,202
Fannie Mae stock	2		2		—
Total securities available-for-sale	$	254,980	$	2	$	254,978
	Carrying Value at December 31, 2016
(In Thousands)	Total		Level 1		Level 2
Securities available-for-sale:
Residential mortgage-backed securities:
GSE issuance REMICs and CMOs	$	240,793	$	—	$	240,793
Non-GSE issuance REMICs and CMOs	1,443		—		1,443
GSE pass-through certificates	8,930		—		8,930
Obligations of GSEs	28,875		—		28,875
Fannie Mae stock	4		4		—
Total securities available-for-sale	$	280,045	$	4	$	280,041

Schedule of Carrying Values of Assets Measured at Fair Value on a Non-Recurring Basis

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 June 30, 2017			At December 31, 2016
Non-performing loans held-for-sale, net		$	499		$	143
Impaired loans		116,845			124,101
MSR, net		10,168			10,130
REO, net		14,807			14,428
Total		$	142,319		$	148,802

Schedule of Gains (Losses) Recognized on Assets Measured at Fair Value on a Non-Recurring Basis

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 Six Months Ended June 30,
(In Thousands)		2017			2016
Non-performing loans held-for-sale, net (1)		$	(77	)	$	(167	)
Impaired loans (2)		(2,543		)	(3,019		)
MSR, net (3)		413			(1,622		)
REO, net (4)		(732		)	(789		)
Total		$	(2,939	)	$	(5,597	)

(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) Upon the transfer of a loan to REO, losses are charged to the allowance for loan losses and gains are credited to the allowance for loan losses, to the extent of prior period loan charge-offs taken, or credited to fair value gain which is a component of other non-interest income.  Losses subsequent to the transfer of a loan to REO are charged to REO expense which is a component of other non-interest expense.

Schedule of Carrying Values and Estimated Fair Values of Financial Instruments

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 June 30, 2017
	Carrying Value		Estimated Fair Value
(In Thousands)			Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,915,465	$	2,874,880	$	2,874,880	$	—
FHLB-NY stock	105,958		105,958		105,958		—
Loans held-for-sale, net (1)	7,920		8,140		—		8,140
Loans receivable, net (1)	9,820,132		9,823,388		—		9,823,388
MSR, net (1)	10,168		10,171		—		10,171
Financial Liabilities:
Deposits	8,889,556		8,899,905		8,899,905		—
Borrowings, net	3,177,945		3,276,424		3,276,424		—

	At December 31, 2016
	Carrying Value		Estimated Fair Value
(In Thousands)			Total		Level 2		Level 3
Financial Assets:
Securities held-to-maturity	$	2,740,132	$	2,690,546	$	2,690,546	$	—
FHLB-NY stock	124,807		124,807		124,807		—
Loans held-for-sale, net (1)	11,584		11,589		—		11,589
Loans receivable, net (1)	10,331,087		10,318,246		—		10,318,246
MSR, net (1)	10,130		10,133		—		10,133
Financial Liabilities:
Deposits	8,877,055		8,887,745		8,887,745		—
Borrowings, net	3,634,752		3,747,657		3,747,657		—

_______________________________________________________

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

XML

Merger Agreement with Sterling Bancorp (Details) - USD ($) $ / shares in Units, $ in Millions	Mar. 06, 2017	Jun. 30, 2017	Dec. 31, 2016
Business Combinations
Common stock, par value (in dollars per share)		$ 0.01	$ 0.01
Authorized shares of Sterling Common Stock (in shares)		200,000,000	200,000,000
Sterling
Business Combinations
Common stock, par value (in dollars per share)	$ 0.01
Authorized shares of Sterling Common Stock (in shares)	190,000,000
Sterling | Sterling Merger Agreement
Business Combinations
Authorized shares of Sterling Common Stock (in shares)	310,000,000
Sterling Merger Agreement
Business Combinations
Common stock, par value (in dollars per share)	$ 0.01
Common Stock | Sterling | Sterling Merger Agreement
Business Combinations
Conversion ratio of preferred shares of acquiree to acquirer	0.875
6.50% Non-Cumulative Perpetual Preferred Stock, Series A
Business Combinations
Non-Cumulative Perpetual Preferred Stock, dividend rate	6.50%
Non-Cumulative Perpetual Preferred Stock, par value (in dollars per share)	$ 1
Liquidation preference (in dollars per share)	$ 1,000
6.50% Non-Cumulative Perpetual Preferred Stock, Series A | Sterling
Business Combinations
Non-Cumulative Perpetual Preferred Stock, dividend rate	6.50%
Non-Cumulative Perpetual Preferred Stock, par value (in dollars per share)	$ 0.01
Liquidation preference (in dollars per share)	$ 1,000
6.50% Non-Cumulative Perpetual Preferred Stock, Series A | Sterling | Sterling Merger Agreement
Business Combinations
Conversion ratio of preferred shares of acquiree to acquirer	1
Sterling Merger-related Litigation | Sterling | Sterling Merger Agreement
Business Combinations
Termination fee payable upon termination of the Sterling Merger Agreement	$ 75.7

XML

Securities - Schedule of Amortized Cost and Estimated Fair Value of Available-for-Sale and Held-to-Maturity Securities (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Available-for-sale:
Amortized Cost	$ 257,004	$ 282,200
Gross Unrealized Gains	1,415	1,690
Gross Unrealized Losses	(3,439)	(3,845)
Estimated Fair Value	254,980	280,045
Held-to-maturity:
Total held-to-maturity securities	2,915,465	2,740,132
Gross Unrealized Gains	6,736	5,978
Gross Unrealized Losses	(47,321)	(55,564)
Estimated Fair Value	2,874,880	2,690,546
GSE issuance REMICs and CMOs
Available-for-sale:
Amortized Cost	218,429	242,172
Gross Unrealized Gains	1,113	1,327
Gross Unrealized Losses	(2,624)	(2,706)
Estimated Fair Value	216,918	240,793
Held-to-maturity:
Total held-to-maturity securities	1,323,264	1,119,175
Gross Unrealized Gains	5,438	4,896
Gross Unrealized Losses	(10,269)	(11,957)
Estimated Fair Value	1,318,433	1,112,114
Non-GSE issuance REMICs and CMOs
Available-for-sale:
Amortized Cost	854	1,442
Gross Unrealized Gains	0	2
Gross Unrealized Losses	(3)	(1)
Estimated Fair Value	851	1,443
Held-to-maturity:
Total held-to-maturity securities	189	193
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(6)	(7)
Estimated Fair Value	183	186
GSE pass-through certificates
Available-for-sale:
Amortized Cost	7,706	8,571
Gross Unrealized Gains	302	361
Gross Unrealized Losses	(1)	(2)
Estimated Fair Value	8,007	8,930
Held-to-maturity:
Total held-to-maturity securities	221,541	228,976
Gross Unrealized Gains	1,008	665
Gross Unrealized Losses	(2,340)	(3,282)
Estimated Fair Value	220,209	226,359
Total residential mortgage-backed securities
Available-for-sale:
Amortized Cost	226,989	252,185
Gross Unrealized Gains	1,415	1,690
Gross Unrealized Losses	(2,628)	(2,709)
Estimated Fair Value	225,776	251,166
Held-to-maturity:
Total held-to-maturity securities	1,544,994	1,348,344
Gross Unrealized Gains	6,446	5,561
Gross Unrealized Losses	(12,615)	(15,246)
Estimated Fair Value	1,538,825	1,338,659
Obligations of GSEs
Available-for-sale:
Amortized Cost	30,000	30,000
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(798)	(1,125)
Estimated Fair Value	29,202	28,875
Held-to-maturity:
Total held-to-maturity securities	394,303	384,325
Gross Unrealized Gains	17	54
Gross Unrealized Losses	(13,609)	(16,510)
Estimated Fair Value	380,711	367,869
Fannie Mae stock
Available-for-sale:
Amortized Cost	15	15
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(13)	(11)
Estimated Fair Value	2	4
GSE issuance REMICs
Held-to-maturity:
Total held-to-maturity securities	895,870	927,119
Gross Unrealized Gains	273	363
Gross Unrealized Losses	(16,971)	(19,290)
Estimated Fair Value	879,172	908,192
Corporate Debt securities
Held-to-maturity:
Total held-to-maturity securities	80,000	80,000
Gross Unrealized Gains	0	0
Gross Unrealized Losses	(4,126)	(4,518)
Estimated Fair Value	75,874	75,482
Other
Held-to-maturity:
Total held-to-maturity securities	298	344
Gross Unrealized Gains	0	0
Gross Unrealized Losses	0	0
Estimated Fair Value	$ 298	$ 344

XML

Securities - Schedule of Contractual Maturity (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Amortized Cost
Within one year	$ 842
Over one to five years	275
Over five to ten years	36,072
Over ten years	219,815
Total securities	257,004
Estimated Fair Value
Within one year	840
Over one to five years	275
Over five to ten years	35,449
Over ten years	218,416
Total securities	254,980
Amortized Cost
Within one year	49,964
Over one to five years	17,272
Over five to ten years	434,341
Over ten years	2,413,888
Total held-to-maturity securities	2,915,465	$ 2,740,132
Estimated Fair Value
Within one year	49,964
Over one to five years	17,287
Over five to ten years	419,787
Over ten years	2,387,842
Total securities	$ 2,874,880	$ 2,690,546

XML

Securities - Schedule of Estimated Fair Values of Securities with Gross Unrealized Losses (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Estimated Fair Value
Less Than Twelve Months	$ 134,876	$ 169,584
Twelve Months or Longer	19,581	20,212
Total	154,457	189,796
Gross Unrealized Losses
Less Than Twelve Months	(2,743)	(3,012)
Twelve Months or Longer	(696)	(833)
Total	(3,439)	(3,845)
Estimated Fair Value
Less Than Twelve Months	1,911,815	1,825,723
Twelve Months or Longer	288,238	231,385
Total	2,200,053	2,057,108
Gross Unrealized Losses
Less Than Twelve Months	(37,758)	(47,248)
Twelve Months or Longer	(9,563)	(8,316)
Total	(47,321)	(55,564)
GSE issuance REMICs and CMOs
Estimated Fair Value
Less Than Twelve Months	104,918	140,638
Twelve Months or Longer	19,459	20,026
Total	124,377	160,664
Gross Unrealized Losses
Less Than Twelve Months	(1,943)	(1,886)
Twelve Months or Longer	(681)	(820)
Total	(2,624)	(2,706)
Estimated Fair Value
Less Than Twelve Months	705,134	515,537
Twelve Months or Longer	119,515	131,629
Total	824,649	647,166
Gross Unrealized Losses
Less Than Twelve Months	(6,681)	(7,457)
Twelve Months or Longer	(3,588)	(4,500)
Total	(10,269)	(11,957)
Non-GSE issuance REMICs and CMOs
Estimated Fair Value
Less Than Twelve Months	756	0
Twelve Months or Longer	67	92
Total	823	92
Gross Unrealized Losses
Less Than Twelve Months	(2)	0
Twelve Months or Longer	(1)	(1)
Total	(3)	(1)
Estimated Fair Value
Less Than Twelve Months	0	0
Twelve Months or Longer	183	186
Total	183	186
Gross Unrealized Losses
Less Than Twelve Months	0	0
Twelve Months or Longer	(6)	(7)
Total	(6)	(7)
GSE pass-through certificates
Estimated Fair Value
Less Than Twelve Months	0	71
Twelve Months or Longer	53	90
Total	53	161
Gross Unrealized Losses
Less Than Twelve Months	0	(1)
Twelve Months or Longer	(1)	(1)
Total	(1)	(2)
Estimated Fair Value
Less Than Twelve Months	79,567	104,538
Twelve Months or Longer	58,804	61,872
Total	138,371	166,410
Gross Unrealized Losses
Less Than Twelve Months	(1,103)	(1,775)
Twelve Months or Longer	(1,237)	(1,507)
Total	(2,340)	(3,282)
Obligations of GSEs
Estimated Fair Value
Less Than Twelve Months	29,202	28,875
Twelve Months or Longer	0	0
Total	29,202	28,875
Gross Unrealized Losses
Less Than Twelve Months	(798)	(1,125)
Twelve Months or Longer	0	0
Total	(798)	(1,125)
Estimated Fair Value
Less Than Twelve Months	344,300	296,427
Twelve Months or Longer	0	0
Total	344,300	296,427
Gross Unrealized Losses
Less Than Twelve Months	(13,609)	(16,510)
Twelve Months or Longer	0	0
Total	(13,609)	(16,510)
GSE issuance REMICs
Estimated Fair Value
Less Than Twelve Months	773,614	871,436
Twelve Months or Longer	43,062	0
Total	816,676	871,436
Gross Unrealized Losses
Less Than Twelve Months	(15,565)	(19,290)
Twelve Months or Longer	(1,406)	0
Total	(16,971)	(19,290)
Fannie Mae stock
Estimated Fair Value
Less Than Twelve Months	0	0
Twelve Months or Longer	2	4
Total	2	4
Gross Unrealized Losses
Less Than Twelve Months	0	0
Twelve Months or Longer	(13)	(11)
Total	(13)	(11)
Corporate debt securities
Estimated Fair Value
Less Than Twelve Months	9,200	37,785
Twelve Months or Longer	66,674	37,698
Total	75,874	75,483
Gross Unrealized Losses
Less Than Twelve Months	(800)	(2,216)
Twelve Months or Longer	(3,326)	(2,302)
Total	$ (4,126)	$ (4,518)

XML

Securities - Narrative (Details) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) security	Jun. 30, 2016 USD ($)	Jun. 30, 2017 USD ($) security	Jun. 30, 2016 USD ($)	Dec. 31, 2016 USD ($) security
Investments, Debt and Equity Securities [Abstract]
Number of securities held with unrealized loss | security	208		208		188
Proceeds from sales of securities from available-for-sale portfolio			$ 0	$ 23,065
Gross realized gains	$ 0	$ 0	0	$ 86
Securities
Available-for-sale debt securities, amortized cost	257,004		257,004
Available-for-sale securities, estimated fair value	254,980		254,980		$ 280,045
Held-to-maturity securities, amortized cost	2,915,465		2,915,465		2,740,132
Held-to-maturity securities, estimated fair value	2,874,880		2,874,880		2,690,546
Callable securities, amortized cost	374,300		374,300
Accrued interest receivable for securities	8,500		8,500		$ 8,100
Available-for-sale debt securities, excluding mortgage-backed securities
Securities
Available-for-sale debt securities, amortized cost	30,000		30,000
Available-for-sale securities, estimated fair value	29,200		29,200
Held-to-maturity debt securities, excluding mortgage-backed securities
Securities
Held-to-maturity securities, amortized cost	474,600		474,600
Held-to-maturity securities, estimated fair value	$ 456,900		$ 456,900

XML

Loans Receivable and Allowance for Loan Losses - Composition of Loans Receivable Portfolio and Aging Analysis by Accruing and Non-Accrual Loans (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Loans receivable and allowance for loan losses disclosures
Total Past Due	$ 187,558		$ 207,023
Current	9,678,166		10,173,335
Total loans	9,865,724		10,380,358
Net unamortized premiums and deferred loan origination costs	33,908		36,829
Loans receivable	9,899,632		10,417,187
Allowance for loan losses	(79,500)	$ (82,500)	(86,100)	$ (90,000)	$ (94,200)	$ (98,000)
Loans receivable, net	9,820,132		10,331,087
Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	74,153		93,458
Current	9,653,150		10,138,664
Total loans	9,727,303		10,232,122
Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	113,405		113,565
Current	25,016		34,671
Total loans	138,421		148,236
Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	181,939		200,020
Current	9,455,840		9,941,224
Total loans	9,637,779		10,141,244
Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	72,941		90,980
Current	9,430,824		9,906,553
Total loans	9,503,765		9,997,533
Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	108,998		109,040
Current	25,016		34,671
Total loans	134,014		143,711
30-59 Days
Loans receivable and allowance for loan losses disclosures
Total Past Due	62,577		77,476
30-59 Days | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	57,673		72,846
30-59 Days | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,904		4,630
30-59 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	61,445		76,195
30-59 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	56,541		71,565
30-59 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,904		4,630
60-89 Days
Loans receivable and allowance for loan losses disclosures
Total Past Due	17,118		22,215
60-89 Days | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	14,922		20,612
60-89 Days | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	2,196		1,603
60-89 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	17,038		21,018
60-89 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	14,842		19,415
60-89 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	2,196		1,603
90 Days or More
Loans receivable and allowance for loan losses disclosures
Total Past Due	107,863		107,332
90 Days or More | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,558		0
90 Days or More | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	106,305		107,332
90 Days or More | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	103,456		102,807
90 Days or More | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,558		0
90 Days or More | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	101,898		102,807
Residential | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	172,392		192,322
Current	4,812,032		5,173,041
Total loans	4,984,424		5,365,363
Allowance for loan losses	(31,427)	(34,351)	(36,439)	(41,220)	(44,378)	(44,951)
Residential | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	64,764		85,784
Current	4,791,699		5,145,585
Total loans	4,856,463		5,231,369
Residential | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	107,628		106,538
Current	20,333		27,456
Total loans	127,961		133,994
Residential | Mortgage loans (gross) | Full documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	9,919		16,622
Current	103,429		214,364
Total loans	113,348		230,986
Residential | Mortgage loans (gross) | Full documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,574		4,580
Current	103,118		212,316
Total loans	104,692		216,896
Residential | Mortgage loans (gross) | Full documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	8,345		12,042
Current	311		2,048
Total loans	8,656		14,090
Residential | Mortgage loans (gross) | Full documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	82,128		90,232
Current	4,131,448		4,312,373
Total loans	4,213,576		4,402,605
Residential | Mortgage loans (gross) | Full documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	34,764		44,780
Current	4,121,737		4,300,620
Total loans	4,156,501		4,345,400
Residential | Mortgage loans (gross) | Full documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	47,364		45,452
Current	9,711		11,753
Total loans	57,075		57,205
Residential | Mortgage loans (gross) | Reduced documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	9,898		15,377
Current	19,398		84,184
Total loans	29,296		99,561
Residential | Mortgage loans (gross) | Reduced documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	302		3,753
Current	19,069		80,416
Total loans	19,371		84,169
Residential | Mortgage loans (gross) | Reduced documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	9,596		11,624
Current	329		3,768
Total loans	9,925		15,392
Residential | Mortgage loans (gross) | Reduced documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	70,447		70,091
Current	557,757		562,120
Total loans	628,204		632,211
Residential | Mortgage loans (gross) | Reduced documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	28,124		32,671
Current	547,775		552,233
Total loans	575,899		584,904
Residential | Mortgage loans (gross) | Reduced documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	42,323		37,420
Current	9,982		9,887
Total loans	52,305		47,307
Residential | 30-59 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	55,014		72,445
Residential | 30-59 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	51,174		68,462
Residential | 30-59 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	3,840		3,983
Residential | 30-59 Days | Mortgage loans (gross) | Full documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	820		1,913
Residential | 30-59 Days | Mortgage loans (gross) | Full documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	820		1,476
Residential | 30-59 Days | Mortgage loans (gross) | Full documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		437
Residential | 30-59 Days | Mortgage loans (gross) | Full documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	28,226		39,032
Residential | 30-59 Days | Mortgage loans (gross) | Full documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	27,058		36,563
Residential | 30-59 Days | Mortgage loans (gross) | Full documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,168		2,469
Residential | 30-59 Days | Mortgage loans (gross) | Reduced documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,085		2,974
Residential | 30-59 Days | Mortgage loans (gross) | Reduced documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	302		2,974
Residential | 30-59 Days | Mortgage loans (gross) | Reduced documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	783		0
Residential | 30-59 Days | Mortgage loans (gross) | Reduced documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	24,883		28,526
Residential | 30-59 Days | Mortgage loans (gross) | Reduced documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	22,994		27,449
Residential | 30-59 Days | Mortgage loans (gross) | Reduced documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,889		1,077
Residential | 60-89 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	15,786		18,314
Residential | 60-89 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	13,590		17,322
Residential | 60-89 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	2,196		992
Residential | 60-89 Days | Mortgage loans (gross) | Full documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	754		3,104
Residential | 60-89 Days | Mortgage loans (gross) | Full documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	754		3,104
Residential | 60-89 Days | Mortgage loans (gross) | Full documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 60-89 Days | Mortgage loans (gross) | Full documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	9,098		8,217
Residential | 60-89 Days | Mortgage loans (gross) | Full documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	7,706		8,217
Residential | 60-89 Days | Mortgage loans (gross) | Full documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,392		0
Residential | 60-89 Days | Mortgage loans (gross) | Reduced documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		779
Residential | 60-89 Days | Mortgage loans (gross) | Reduced documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		779
Residential | 60-89 Days | Mortgage loans (gross) | Reduced documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 60-89 Days | Mortgage loans (gross) | Reduced documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	5,934		6,214
Residential | 60-89 Days | Mortgage loans (gross) | Reduced documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	5,130		5,222
Residential | 60-89 Days | Mortgage loans (gross) | Reduced documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	804		992
Residential | 90 Days or More | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	101,592		101,563
Residential | 90 Days or More | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 90 Days or More | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	101,592		101,563
Residential | 90 Days or More | Mortgage loans (gross) | Full documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	8,345		11,605
Residential | 90 Days or More | Mortgage loans (gross) | Full documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 90 Days or More | Mortgage loans (gross) | Full documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	8,345		11,605
Residential | 90 Days or More | Mortgage loans (gross) | Full documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	44,804		42,983
Residential | 90 Days or More | Mortgage loans (gross) | Full documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 90 Days or More | Mortgage loans (gross) | Full documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	44,804		42,983
Residential | 90 Days or More | Mortgage loans (gross) | Reduced documentation interest-only
Loans receivable and allowance for loan losses disclosures
Total Past Due	8,813		11,624
Residential | 90 Days or More | Mortgage loans (gross) | Reduced documentation interest-only | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 90 Days or More | Mortgage loans (gross) | Reduced documentation interest-only | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	8,813		11,624
Residential | 90 Days or More | Mortgage loans (gross) | Reduced documentation amortizing
Loans receivable and allowance for loan losses disclosures
Total Past Due	39,630		35,351
Residential | 90 Days or More | Mortgage loans (gross) | Reduced documentation amortizing | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Residential | 90 Days or More | Mortgage loans (gross) | Reduced documentation amortizing | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	39,630		35,351
Multi-family | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	5,009		4,138
Current	3,979,619		4,042,484
Total loans	3,984,628		4,046,622
Allowance for loan losses	(34,087)	(33,949)	(34,901)	(32,131)	(33,020)	(35,544)
Multi-family | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,314		1,855
Current	3,978,312		4,040,386
Total loans	3,982,626		4,042,241
Multi-family | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	695		2,283
Current	1,307		2,098
Total loans	2,002		4,381
Multi-family | 30-59 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	3,887		1,488
Multi-family | 30-59 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	3,498		1,060
Multi-family | 30-59 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	389		428
Multi-family | 60-89 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	153		1,406
Multi-family | 60-89 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	153		795
Multi-family | 60-89 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		611
Multi-family | 90 Days or More | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	969		1,244
Multi-family | 90 Days or More | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	663		0
Multi-family | 90 Days or More | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	306		1,244
Commercial real estate | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,538		3,560
Current	664,189		725,699
Total loans	668,727		729,259
Allowance for loan losses	(8,944)	(8,905)	(9,299)	(9,709)	(10,368)	(11,217)
Commercial real estate | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	3,863		3,341
Current	660,813		720,582
Total loans	664,676		723,923
Commercial real estate | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	675		219
Current	3,376		5,117
Total loans	4,051		5,336
Commercial real estate | 30-59 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	2,544		2,262
Commercial real estate | 30-59 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,869		2,043
Commercial real estate | 30-59 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	675		219
Commercial real estate | 60-89 Days | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,099		1,298
Commercial real estate | 60-89 Days | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,099		1,298
Commercial real estate | 60-89 Days | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Commercial real estate | 90 Days or More | Mortgage loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	895		0
Commercial real estate | 90 Days or More | Mortgage loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	895		0
Commercial real estate | 90 Days or More | Mortgage loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross)
Loans receivable and allowance for loan losses disclosures
Total Past Due	5,619		7,003
Current	222,326		232,111
Total loans	227,945		239,114
Allowance for loan losses	(5,042)	$ (5,295)	(5,461)	$ (6,940)	$ (6,434)	$ (6,288)
Consumer and other loans (gross) | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,212		2,478
Current	222,326		232,111
Total loans	223,538		234,589
Consumer and other loans (gross) | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,407		4,525
Current	0		0
Total loans	4,407		4,525
Consumer and other loans (gross) | Home equity and other consumer
Loans receivable and allowance for loan losses disclosures
Total Past Due	5,551		6,314
Current	124,506		133,024
Total loans	130,057		139,338
Consumer and other loans (gross) | Home equity and other consumer | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,168		1,831
Current	124,506		133,024
Total loans	125,674		134,855
Consumer and other loans (gross) | Home equity and other consumer | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,383		4,483
Current	0		0
Total loans	4,383		4,483
Consumer and other loans (gross) | Commercial and industrial
Loans receivable and allowance for loan losses disclosures
Total Past Due	68		689
Current	97,820		99,087
Total loans	97,888		99,776
Consumer and other loans (gross) | Commercial and industrial | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	44		647
Current	97,820		99,087
Total loans	97,864		99,734
Consumer and other loans (gross) | Commercial and industrial | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	24		42
Current	0		0
Total loans	24		42
Consumer and other loans (gross) | 30-59 Days
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,132		1,281
Consumer and other loans (gross) | 30-59 Days | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,132		1,281
Consumer and other loans (gross) | 30-59 Days | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 30-59 Days | Home equity and other consumer
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,088		1,281
Consumer and other loans (gross) | 30-59 Days | Home equity and other consumer | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	1,088		1,281
Consumer and other loans (gross) | 30-59 Days | Home equity and other consumer | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 30-59 Days | Commercial and industrial
Loans receivable and allowance for loan losses disclosures
Total Past Due	44		0
Consumer and other loans (gross) | 30-59 Days | Commercial and industrial | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	44		0
Consumer and other loans (gross) | 30-59 Days | Commercial and industrial | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 60-89 Days
Loans receivable and allowance for loan losses disclosures
Total Past Due	80		1,197
Consumer and other loans (gross) | 60-89 Days | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	80		1,197
Consumer and other loans (gross) | 60-89 Days | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 60-89 Days | Home equity and other consumer
Loans receivable and allowance for loan losses disclosures
Total Past Due	80		550
Consumer and other loans (gross) | 60-89 Days | Home equity and other consumer | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	80		550
Consumer and other loans (gross) | 60-89 Days | Home equity and other consumer | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 60-89 Days | Commercial and industrial
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		647
Consumer and other loans (gross) | 60-89 Days | Commercial and industrial | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		647
Consumer and other loans (gross) | 60-89 Days | Commercial and industrial | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 90 Days or More
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,407		4,525
Consumer and other loans (gross) | 90 Days or More | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 90 Days or More | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,407		4,525
Consumer and other loans (gross) | 90 Days or More | Home equity and other consumer
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,383		4,483
Consumer and other loans (gross) | 90 Days or More | Home equity and other consumer | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	0		0
Consumer and other loans (gross) | 90 Days or More | Home equity and other consumer | Non-accrual loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	4,383		4,483
Consumer and other loans (gross) | 90 Days or More | Commercial and industrial
Loans receivable and allowance for loan losses disclosures
Total Past Due	24		42
Consumer and other loans (gross) | 90 Days or More | Commercial and industrial | Accruing loans
Loans receivable and allowance for loan losses disclosures
Total Past Due	$ 0		$ 0

XML

Loans Receivable and Allowance for Loan Losses - Narrative (Details) $ in Thousands	3 Months Ended	6 Months Ended
	Jun. 30, 2017 USD ($)	Jun. 30, 2017 USD ($)
Financing Receivable, Modifications [Line Items]
Evaluation of loss experience factors, period to consider trends		3 years
Length of period one over which the historical loss experience is analyzed		12 months
Length of period two over which the historical loss experience is analyzed		15 months
Length of period three over which the historical loss experience is analyzed		18 months
Length of period four over which the historical loss experience is analyzed		24 months
Period to consider loss experience for other, similar loan types (longer than)		2 years
Loans classified as TDRs as a result of relief granted under Chapter 7 bankruptcy filings		$ 2,500
Recorded investment for loans in the process of foreclosure collateralized by residential real estate property	$ 72,800	72,800
Contractual Interest Rate Reduction
Financing Receivable, Modifications [Line Items]
Interest rate modifications included in modifications in a TDR	3,500	5,100
Extension of Maturity Date
Financing Receivable, Modifications [Line Items]
Interest rate modifications included in modifications in a TDR	$ 492	492
Principal Forgiveness [Member]
Financing Receivable, Modifications [Line Items]
Interest rate modifications included in modifications in a TDR		$ 3,300

XML

Loans Receivable and Allowance for Loan Losses - Changes in Allowance for Loan Losses by Loan Receivable Segment (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Allowance for Loan and Lease Losses
Balance at the beginning of the period	$ 82,500	$ 94,200	$ 86,100	$ 98,000
Provision (credited) charged to operations	(2,455)	(3,006)	(4,941)	(6,133)
Charge-offs	(1,702)	(2,083)	(4,083)	(4,823)
Recoveries	1,157	889	2,424	2,956
Balance at the end of the period	79,500	90,000	79,500	90,000
Consumer and Other Loans
Allowance for Loan and Lease Losses
Balance at the beginning of the period	5,295	6,434	5,461	6,288
Provision (credited) charged to operations	(153)	518	(278)	1,359
Charge-offs	(153)	(95)	(265)	(860)
Recoveries	53	83	124	153
Balance at the end of the period	5,042	6,940	5,042	6,940
Mortgage Loans | Residential
Allowance for Loan and Lease Losses
Balance at the beginning of the period	34,351	44,378	36,439	44,951
Provision (credited) charged to operations	(2,198)	(1,658)	(3,099)	(1,520)
Charge-offs	(1,446)	(1,826)	(3,681)	(3,491)
Recoveries	720	326	1,768	1,280
Balance at the end of the period	31,427	41,220	31,427	41,220
Mortgage Loans | Multi-Family
Allowance for Loan and Lease Losses
Balance at the beginning of the period	33,949	33,020	34,901	35,544
Provision (credited) charged to operations	241	(1,270)	(716)	(4,527)
Charge-offs	(103)	(99)	(137)	(409)
Recoveries	0	480	39	1,523
Balance at the end of the period	34,087	32,131	34,087	32,131
Mortgage Loans | Commercial Real Estate
Allowance for Loan and Lease Losses
Balance at the beginning of the period	8,905	10,368	9,299	11,217
Provision (credited) charged to operations	(345)	(596)	(848)	(1,445)
Charge-offs	0	(63)	0	(63)
Recoveries	384	0	493	0
Balance at the end of the period	$ 8,944	$ 9,709	$ 8,944	$ 9,709

XML

Loans Receivable and Allowance for Loan Losses - Balances of Residential Interest-Only Mortgage Loans (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Amortization scheduled to begin in:
Past due loans scheduled to enter amortization prior to June 30, 2017	$ 187,558	$ 207,023
Residential mortgage loans | Interest-only loans
Amortization scheduled to begin in:
12 months or less	112,628
13 to 24 months	15,382
25 to 36 months	12,372
Over 36 months	2,262
Total	142,644
Past due loans scheduled to enter amortization prior to June 30, 2017	$ 15,100

XML

Loans Receivable and Allowance for Loan Losses - Balances of Loan Portfolio Segments by Credit Quality Indicator(Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financing Receivable, Recorded Investment
Total loans	$ 9,865,724	$ 10,380,358
Not criticized
Financing Receivable, Recorded Investment
Total loans	9,608,939	10,100,670
Special mention
Financing Receivable, Recorded Investment
Total loans	44,643	50,158
Substandard
Financing Receivable, Recorded Investment
Total loans	212,142	229,530
Doubtful
Financing Receivable, Recorded Investment
Total loans	0	0
Consumer and Other Loans
Financing Receivable, Recorded Investment
Total loans	227,945	239,114
Home Equity and Other Consumer | Consumer and Other Loans
Financing Receivable, Recorded Investment
Total loans	130,057	139,338
Home Equity and Other Consumer | Consumer and Other Loans | Not criticized
Financing Receivable, Recorded Investment
Total loans	125,594	134,305
Home Equity and Other Consumer | Consumer and Other Loans | Special mention
Financing Receivable, Recorded Investment
Total loans	80	550
Home Equity and Other Consumer | Consumer and Other Loans | Substandard
Financing Receivable, Recorded Investment
Total loans	4,383	4,483
Home Equity and Other Consumer | Consumer and Other Loans | Doubtful
Financing Receivable, Recorded Investment
Total loans	0	0
Commercial and Industrial | Consumer and Other Loans
Financing Receivable, Recorded Investment
Total loans	97,888	99,776
Commercial and Industrial | Consumer and Other Loans | Not criticized
Financing Receivable, Recorded Investment
Total loans	96,011	99,087
Commercial and Industrial | Consumer and Other Loans | Special mention
Financing Receivable, Recorded Investment
Total loans	1,522	647
Commercial and Industrial | Consumer and Other Loans | Substandard
Financing Receivable, Recorded Investment
Total loans	355	42
Commercial and Industrial | Consumer and Other Loans | Doubtful
Financing Receivable, Recorded Investment
Total loans	0	0
Mortgage Loans
Financing Receivable, Recorded Investment
Total loans	9,637,779	10,141,244
Mortgage Loans | Residential
Financing Receivable, Recorded Investment
Total loans	4,984,424	5,365,363
Mortgage Loans | Residential | Not criticized
Financing Receivable, Recorded Investment
Total loans	4,790,466	5,158,878
Mortgage Loans | Residential | Special mention
Financing Receivable, Recorded Investment
Total loans	11,877	14,922
Mortgage Loans | Residential | Substandard
Financing Receivable, Recorded Investment
Total loans	182,081	191,563
Mortgage Loans | Residential | Doubtful
Financing Receivable, Recorded Investment
Total loans	0	0
Mortgage Loans | Multi-family
Financing Receivable, Recorded Investment
Total loans	3,984,628	4,046,622
Mortgage Loans | Multi-family | Not criticized
Financing Receivable, Recorded Investment
Total loans	3,947,169	4,005,703
Mortgage Loans | Multi-family | Special mention
Financing Receivable, Recorded Investment
Total loans	25,437	24,804
Mortgage Loans | Multi-family | Substandard
Financing Receivable, Recorded Investment
Total loans	12,022	16,115
Mortgage Loans | Multi-family | Doubtful
Financing Receivable, Recorded Investment
Total loans	0	0
Mortgage Loans | Commercial real estate
Financing Receivable, Recorded Investment
Total loans	668,727	729,259
Mortgage Loans | Commercial real estate | Not criticized
Financing Receivable, Recorded Investment
Total loans	649,699	702,697
Mortgage Loans | Commercial real estate | Special mention
Financing Receivable, Recorded Investment
Total loans	5,727	9,235
Mortgage Loans | Commercial real estate | Substandard
Financing Receivable, Recorded Investment
Total loans	13,301	17,327
Mortgage Loans | Commercial real estate | Doubtful
Financing Receivable, Recorded Investment
Total loans	$ 0	$ 0

XML

Loans Receivable and Allowance for Loan Losses - Balances of Loans Receivable and Related Allowance for Loan Loss Allocation (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Mar. 31, 2017	Dec. 31, 2016	Jun. 30, 2016	Mar. 31, 2016	Dec. 31, 2015
Loans:
Individually evaluated for impairment	$ 196,612		$ 213,663
Collectively evaluated for impairment	9,669,112		10,166,695
Loans receivable	9,865,724		10,380,358
Allowance for loan losses:
Individually evaluated for impairment	8,011		9,378
Collectively evaluated for impairment	71,489		76,722
Total allowance for loan losses	79,500	$ 82,500	86,100	$ 90,000	$ 94,200	$ 98,000
Consumer and Other Loans
Loans:
Individually evaluated for impairment	3,611		4,091
Collectively evaluated for impairment	224,334		235,023
Loans receivable	227,945		239,114
Allowance for loan losses:
Individually evaluated for impairment	275		310
Collectively evaluated for impairment	4,767		5,151
Total allowance for loan losses	5,042	5,295	5,461	6,940	6,434	6,288
Mortgage Loans | Residential
Loans:
Individually evaluated for impairment	181,284		192,427
Collectively evaluated for impairment	4,803,140		5,172,936
Loans receivable	4,984,424		5,365,363
Allowance for loan losses:
Individually evaluated for impairment	7,730		9,044
Collectively evaluated for impairment	23,697		27,395
Total allowance for loan losses	31,427	34,351	36,439	41,220	44,378	44,951
Mortgage Loans | Multi-Family
Loans:
Individually evaluated for impairment	4,320		7,112
Collectively evaluated for impairment	3,980,308		4,039,510
Loans receivable	3,984,628		4,046,622
Allowance for loan losses:
Individually evaluated for impairment	2		24
Collectively evaluated for impairment	34,085		34,877
Total allowance for loan losses	34,087	33,949	34,901	32,131	33,020	35,544
Mortgage Loans | Commercial real estate
Loans:
Individually evaluated for impairment	7,397		10,033
Collectively evaluated for impairment	661,330		719,226
Loans receivable	668,727		729,259
Allowance for loan losses:
Individually evaluated for impairment	4		0
Collectively evaluated for impairment	8,940		9,299
Total allowance for loan losses	$ 8,944	$ 8,905	$ 9,299	$ 9,709	$ 10,368	$ 11,217

XML

Loans Receivable and Allowance for Loan Losses - Impaired Loans by Segment and Class (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
With an allowance recorded:
Related Allowance	$ (8,011)	$ (9,378)
Total impaired loans
Unpaid Principal Balance	225,231	244,574
Recorded Investment	196,612	213,663
Related Allowance	(8,011)	(9,378)
Net Investment	188,601	204,285
Home equity lines of credit | Commercial and industrial
With an allowance recorded:
Unpaid Principal Balance	3,903	4,414
Recorded Investment	3,587	4,049
Related Allowance	(275)	(310)
Net Investment	3,312	3,739
Total impaired loans
Related Allowance	(275)	(310)
Consumer and Other Loans | Commercial and industrial
Without an allowance recorded:
Unpaid Principal Balance	72	90
Recorded Investment	24	42
Net Investment	24	42
Mortgage loans | Residential | Full documentation interest-only
With an allowance recorded:
Unpaid Principal Balance	13,761	21,202
Recorded Investment	10,722	16,535
Related Allowance	(1,274)	(1,863)
Net Investment	9,448	14,672
Total impaired loans
Related Allowance	(1,274)	(1,863)
Mortgage loans | Residential | Full documentation amortizing
With an allowance recorded:
Unpaid Principal Balance	88,575	88,106
Recorded Investment	79,485	79,584
Related Allowance	(2,934)	(3,494)
Net Investment	76,551	76,090
Total impaired loans
Related Allowance	(2,934)	(3,494)
Mortgage loans | Residential | Reduced documentation interest-only
With an allowance recorded:
Unpaid Principal Balance	12,320	28,637
Recorded Investment	10,295	23,090
Related Allowance	(931)	(1,589)
Net Investment	9,364	21,501
Total impaired loans
Related Allowance	(931)	(1,589)
Mortgage loans | Residential | Reduced documentation amortizing
With an allowance recorded:
Unpaid Principal Balance	90,144	79,670
Recorded Investment	78,231	70,623
Related Allowance	(2,591)	(2,098)
Net Investment	75,640	68,525
Without an allowance recorded:
Unpaid Principal Balance	2,972	2,965
Recorded Investment	2,551	2,595
Net Investment	2,551	2,595
Total impaired loans
Related Allowance	(2,591)	(2,098)
Mortgage loans | Multi-family
With an allowance recorded:
Unpaid Principal Balance	1,426	2,427
Recorded Investment	1,427	2,432
Related Allowance	(2)	(24)
Net Investment	1,425	2,408
Without an allowance recorded:
Unpaid Principal Balance	3,400	5,272
Recorded Investment	2,893	4,680
Net Investment	2,893	4,680
Total impaired loans
Related Allowance	(2)	(24)
Mortgage loans | Commercial real estate
With an allowance recorded:
Unpaid Principal Balance	221	0
Recorded Investment	225	0
Related Allowance	(4)	0
Net Investment	221	0
Without an allowance recorded:
Unpaid Principal Balance	8,437	11,791
Recorded Investment	7,172	10,033
Net Investment	7,172	10,033
Total impaired loans
Related Allowance	$ (4)	$ 0

XML

Loans Receivable and Allowance for Loan Losses - Average Recorded Investment, Interest Income Recognized and Cash Basis Interest Income Related to Impaired Loans (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Total impaired loans
Average Recorded Investment	$ 204,494	$ 229,633	$ 207,549	$ 232,262
Interest Income Recognized	1,699	1,921	3,485	3,867
Cash Basis Interest Income	1,738	1,955	3,490	3,933
Consumer and other loans | Commercial and industrial
Without an allowance recorded:
Average Recorded Investment	28	0	33	0
Interest Income Recognized	1	0	3	0
Cash Basis Interest Income	1	0	3	0
Consumer and other loans | Home equity lines of credit
With an allowance recorded:
Average Recorded Investment	3,742	4,488	3,844	4,648
Interest Income Recognized	10	11	24	21
Cash Basis Interest Income	12	9	26	20
Mortgage loans | Residential | Full documentation interest-only
With an allowance recorded:
Average Recorded Investment	12,238	26,744	13,670	28,040
Interest Income Recognized	54	154	154	290
Cash Basis Interest Income	51	154	155	302
Mortgage loans | Residential | Full documentation amortizing
With an allowance recorded:
Average Recorded Investment	80,364	70,988	80,104	68,400
Interest Income Recognized	671	524	1,311	1,070
Cash Basis Interest Income	662	534	1,296	1,077
Mortgage loans | Residential | Reduced documentation interest-only
With an allowance recorded:
Average Recorded Investment	12,984	35,843	16,353	39,409
Interest Income Recognized	38	300	90	622
Cash Basis Interest Income	45	300	88	615
Mortgage loans | Residential | Reduced documentation amortizing
With an allowance recorded:
Average Recorded Investment	77,911	64,400	75,482	60,440
Interest Income Recognized	735	594	1,521	1,156
Cash Basis Interest Income	770	597	1,538	1,178
Without an allowance recorded:
Average Recorded Investment	2,623	0	2,614	0
Interest Income Recognized	24	0	46	0
Cash Basis Interest Income	22	0	43	0
Mortgage loans | Multi-family
With an allowance recorded:
Average Recorded Investment	1,438	5,232	1,769	6,138
Interest Income Recognized	26	56	52	120
Cash Basis Interest Income	26	68	52	138
Without an allowance recorded:
Average Recorded Investment	3,752	9,385	4,061	11,821
Interest Income Recognized	36	113	73	243
Cash Basis Interest Income	38	121	75	254
Mortgage loans | Commercial real estate
With an allowance recorded:
Average Recorded Investment	1,246	686	830	2,698
Interest Income Recognized	2	5	4	11
Cash Basis Interest Income	2	5	4	12
Without an allowance recorded:
Average Recorded Investment	8,168	11,867	8,789	10,668
Interest Income Recognized	102	164	207	334
Cash Basis Interest Income	$ 109	$ 167	$ 210	$ 337

XML

Loans Receivable and Allowance for Loan Losses - Mortgage Loans Receivable by Segment and Class, Modified in a Troubled Debt Restructuring (Details) - Mortgage Loans $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) loan	Jun. 30, 2016 USD ($) loan	Jun. 30, 2017 USD ($) loan	Jun. 30, 2016 USD ($) loan
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	13	19	23	30
Pre- Modification Recorded Investment	$ 6,440	$ 8,101	$ 9,037	$ 11,290
Recorded Investment	$ 6,406	$ 8,041	$ 8,946	$ 11,202
Residential | Full documentation interest-only
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	2	3	3	7
Pre- Modification Recorded Investment	$ 599	$ 1,947	$ 795	$ 2,836
Recorded Investment	$ 599	$ 1,943	$ 787	$ 2,829
Residential | Full documentation amortizing
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	4	11	6	13
Pre- Modification Recorded Investment	$ 1,894	$ 4,274	$ 2,379	$ 4,865
Recorded Investment	$ 1,891	$ 4,264	$ 2,369	$ 4,852
Residential | Reduced documentation interest-only
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	1	3	3
Pre- Modification Recorded Investment	$ 0	$ 498	$ 1,121	$ 1,212
Recorded Investment	$ 0	$ 489	$ 1,090	$ 1,196
Residential | Reduced documentation amortizing
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	7	2	11	5
Pre- Modification Recorded Investment	$ 3,947	$ 529	$ 4,742	$ 1,524
Recorded Investment	$ 3,916	$ 526	$ 4,700	$ 1,506
Multi-family
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	1	0	1
Pre- Modification Recorded Investment	$ 0	$ 338	$ 0	$ 338
Recorded Investment	$ 0	$ 332	$ 0	$ 332
Commercial real estate
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	0	1	0	1
Pre- Modification Recorded Investment	$ 0	$ 515	$ 0	$ 515
Recorded Investment	$ 0	$ 487	$ 0	$ 487

XML

Loans Receivable and Allowance for Loan Losses - Mortgage Loans Receivable by Segment and Class, Subsequent Payment Default (Details) - Mortgage Loans $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017 USD ($) loan	Jun. 30, 2016 USD ($) loan	Jun. 30, 2017 USD ($) loan	Jun. 30, 2016 USD ($) loan
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	10	14	12	15
Recorded Investment | $	$ 3,587	$ 3,824	$ 3,942	$ 4,399
Residential | Full documentation interest-only
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	3	3	4	3
Recorded Investment | $	$ 897	$ 1,084	$ 1,085	$ 1,084
Residential | Full documentation amortizing
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	1	9	2	9
Recorded Investment | $	$ 597	$ 2,345	$ 764	$ 2,345
Residential | Reduced documentation interest-only
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	2	2	2	3
Recorded Investment | $	$ 879	$ 395	$ 879	$ 970
Residential | Reduced documentation amortizing
Financing Receivable, Modifications [Line Items]
Number of Loans | loan	4	0	4	0
Recorded Investment | $	$ 1,214	$ 0	$ 1,214	$ 0

XML

Securities Sold Under Agreements to Repurchase (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Year
Total	$ 1,100,000	$ 1,100,000
Secured Debt
Year
2018	200,000
2019	600,000
2020	300,000
Total	$ 1,100,000
Secured Debt | Residential mortgage-backed securities
Year
Composition of outstanding repo agreements (as a percent)	81.00%
Secured Debt | Obligations of GSEs
Year
Composition of outstanding repo agreements (as a percent)	19.00%

XML

Earnings Per Common Share (Details) - USD ($) $ / shares in Units, $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Earnings Per Share [Abstract]
Net income	$ 17,983	$ 18,336	$ 32,390	$ 36,901
Preferred stock dividends	(2,194)	(2,194)	(4,388)	(4,388)
Net income available to common shareholders	15,789	16,142	28,002	32,513
Income allocated to participating securities	(173)	(160)	(247)	(296)
Net income allocated to common shareholders	$ 15,616	$ 15,982	$ 27,755	$ 32,217
Basic weighted average common shares outstanding	100,595,630	100,380,937	100,590,645	100,374,934
Dilutive effect of stock options and restricted stock units (in shares)	0	0	0	0
Diluted weighted average common shares outstanding	100,595,630	100,380,937	100,590,645	100,374,934
Basic EPS (in dollars per share)	$ 0.16	$ 0.16	$ 0.28	$ 0.32
Diluted EPS (in dollars per share)	$ 0.16	$ 0.16	$ 0.28	$ 0.32
Options
Antidilutive securities excluded from computation of earnings per share
Awards excluded from computation of earnings per share (in shares)		6,000	467	6,495
Restricted stock units
Antidilutive securities excluded from computation of earnings per share
Awards excluded from computation of earnings per share (in shares)	370,749	744,923	430,238	746,027

XML

Other Comprehensive Income/Loss - Components of Accumulated Other Comprehensive Loss, Net of Related Tax Effects (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
AOCI Attributable to Parent, Net of Tax
Balance at beginning of period			$ 1,714,073	$ 1,663,448
Other Comprehensive Income	$ 973	$ 851	941	5,261
Balance at end of period	1,739,036	1,695,324	1,739,036	1,695,324
Net unrealized gain on securities available-for-sale
AOCI Attributable to Parent, Net of Tax
Balance at beginning of period	1,829	6,812	2,261	2,827
Other Comprehensive Income	658	507	226	4,492
Balance at end of period	2,487	7,319	2,487	7,319
Net actuarial loss on pension plans and other postretirement benefits
AOCI Attributable to Parent, Net of Tax
Balance at beginning of period	(55,836)	(57,999)	(56,207)	(58,396)
Other Comprehensive Income	287	315	658	712
Balance at end of period	(55,549)	(57,684)	(55,549)	(57,684)
Prior service cost on pension plans and other postretirement benefits
AOCI Attributable to Parent, Net of Tax
Balance at beginning of period	(2,906)	(3,020)	(2,935)	(3,048)
Other Comprehensive Income	28	29	57	57
Balance at end of period	(2,878)	(2,991)	(2,878)	(2,991)
Accumulated other comprehensive loss
AOCI Attributable to Parent, Net of Tax
Balance at beginning of period	(56,913)	(54,207)	(56,881)	(58,617)
Other Comprehensive Income			941	5,261
Balance at end of period	$ (55,940)	$ (53,356)	$ (55,940)	$ (53,356)

XML

Other Comprehensive Income/Loss - Components of Other Comprehensive Income/Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Other Comprehensive Income (Loss), Before Reclassifications [Abstract]
Before Tax Amount				$ (86)
Income Tax Expense				35
After Tax Amount				(51)
Other Comprehensive Income (Loss), After Reclassification Adjustments [Abstract]
Before Tax Amount	$ 1,633	$ 1,428	$ 1,580	8,830
Income Tax Expense	(660)	(577)	(639)	(3,569)
Total other comprehensive income, net of tax	973	851	941	5,261
Net unrealized gain (loss) on securities available-for-sale
Other Comprehensive Income (Loss), Before Reclassifications [Abstract]
Before Tax Amount	1,104	852	380	7,626
Income Tax Expense	(446)	(345)	(154)	(3,083)
After Tax Amount	658	507	226	4,543
Other Comprehensive Income (Loss), After Reclassification Adjustments [Abstract]
Before Tax Amount				7,540
Income Tax Expense				(3,048)
Total other comprehensive income, net of tax	658	507	226	4,492
Reclassification adjustment for net actuarial loss on pension plans and other postretirement benefits included in net income
Other Comprehensive Income (Loss), Reclassifications Adjustments [Abstract]
Before Tax Amount	482	528	1,105	1,195
Income Tax Expense	(195)	(213)	(447)	(483)
After Tax Amount	287	315	658	712
Other Comprehensive Income (Loss), After Reclassification Adjustments [Abstract]
Total other comprehensive income, net of tax	287	315	658	712
Reclassification adjustment for prior service cost on pension plans and other postretirement benefits included in net income
Other Comprehensive Income (Loss), Reclassifications Adjustments [Abstract]
Before Tax Amount	47	48	95	95
Income Tax Expense	(19)	(19)	(38)	(38)
After Tax Amount	28	29	57	57
Other Comprehensive Income (Loss), After Reclassification Adjustments [Abstract]
Total other comprehensive income, net of tax	$ 28	$ 29	$ 57	$ 57

XML

Other Comprehensive Income/Loss - Schedule of Information About Amounts Reclassified from Accumulated Other Comprehensive Loss (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Amounts reclassified from accumulated other comprehensive loss to the consolidated statements of income
Gain on sales of securities	$ 0	$ 0	$ 0	$ 86
Compensation and benefits	(36,064)	(36,708)	(73,061)	(74,961)
Income before income tax expense	28,099	27,959	50,610	56,217
Income tax expense	(10,116)	(9,623)	(18,220)	(19,316)
Net income	17,983	18,336	32,390	36,901
Amount Reclassified from Accumulated Other Comprehensive Loss
Amounts reclassified from accumulated other comprehensive loss to the consolidated statements of income
Income before income tax expense	(529)	(576)	(1,200)	(1,204)
Income tax expense	214	232	485	486
Net income	(315)	(344)	(715)	(718)
Reclassification adjustment for gain on sales of securities | Amount Reclassified from Accumulated Other Comprehensive Loss
Amounts reclassified from accumulated other comprehensive loss to the consolidated statements of income
Gain on sales of securities			0	86
Reclassification adjustment for net actuarial loss | Amount Reclassified from Accumulated Other Comprehensive Loss
Amounts reclassified from accumulated other comprehensive loss to the consolidated statements of income
Compensation and benefits	(482)	(528)	(1,105)	(1,195)
Reclassification adjustment for prior service cost | Amount Reclassified from Accumulated Other Comprehensive Loss
Amounts reclassified from accumulated other comprehensive loss to the consolidated statements of income
Compensation and benefits	$ (47)	$ (48)	$ (95)	$ (95)

XML

Pension Plans and Other Postretirement Benefits (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Pension Benefits
Benefit Plans
Service cost	$ 0	$ 0	$ 0	$ 0
Interest cost	2,338	2,485	4,768	5,021
Expected return on plan assets	(3,103)	(3,058)	(6,200)	(6,116)
Recognized net actuarial loss (gain)	656	673	1,378	1,407
Amortization of prior service cost	47	48	95	95
Settlement	25	0	86	0
Net periodic (benefit) cost	(37)	148	127	407
Other Postretirement Benefits
Benefit Plans
Service cost	305	460	795	932
Interest cost	236	234	491	497
Expected return on plan assets	0	0	0	0
Recognized net actuarial loss (gain)	(174)	(145)	(273)	(212)
Amortization of prior service cost	0	0	0	0
Settlement	0	0	0	0
Net periodic (benefit) cost	$ 367	$ 549	$ 1,013	$ 1,217

XML

Stock Incentive Plans - Narrative (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016
Stock Incentive Plans
Stock-based compensation expense, net of taxes	$ 1,400	$ 314	$ 2,400	$ 1,300
Stock-based compensation expense, taxes	947	$ 213	$ 1,600	$ 852
Restricted common stock
Stock Incentive Plans
Restricted common stock granted (in shares)			521,784
Pre-tax compensation cost related to all unvested awards not yet recognized	14,700		$ 14,700
Pre-tax compensation cost, weighted average period of recognition			2 years
Pre-tax compensation cost excluded	$ 2,300		$ 2,300
Restricted common stock | 2014 Employee Stock Plan
Stock Incentive Plans
Restricted common stock granted (in shares)			504,252
Shares remaining outstanding to be vested	497,712		497,712
Vesting percentage			33.33%
Restricted common stock | 2007 Non-Employee Directors Stock Plan
Stock Incentive Plans
Restricted common stock granted (in shares)			17,532
Restricted common stock | 2007 Non-Employee Directors Stock Plan | Shares vesting in January 2020
Stock Incentive Plans
Vesting percentage			100.00%
Performance-based restricted stock units
Stock Incentive Plans
Performance-based restricted stock units granted for which compensation cost will be excluded (in shares)	183,900		183,900

XML

Stock Incentive Plans - Summary of Restricted Common Stock and Performance-Based Restricted Stock Unit Activity (Details)	6 Months Ended
	Jun. 30, 2017 $ / shares shares
Restricted Common Stock
Number of Shares
Unvested at the beginning of the period (in shares) | shares	639,329
Granted (in shares) | shares	521,784
Vested (in shares) | shares	(21,790)
Forfeited (in shares) | shares	(18,140)
Expired (in shares) | shares	0
Unvested at the end of the period (in shares) | shares	1,121,183
Weighted Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share) | $ / shares	$ 14.40
Granted (in dollars per share) | $ / shares	19.80
Vested (in dollars per share) | $ / shares	(12.62)
Forfeited (in dollars per share) | $ / shares	(16.43)
Expired (in dollars per share) | $ / shares	(0.00)
Unvested at the end of the period (in dollars per share) | $ / shares	$ 16.91
Restricted Stock Units
Number of Shares
Unvested at the beginning of the period (in shares) | shares	705,600
Granted (in shares) | shares	0
Vested (in shares) | shares	0
Forfeited (in shares) | shares	(10,000)
Expired (in shares) | shares	(327,800)
Unvested at the end of the period (in shares) | shares	367,800
Weighted Average Grant Date Fair Value
Unvested at the beginning of the period (in dollars per share) | $ / shares	$ 12.41
Granted (in dollars per share) | $ / shares	0.00
Vested (in dollars per share) | $ / shares	(0.00)
Forfeited (in dollars per share) | $ / shares	(12.64)
Expired (in dollars per share) | $ / shares	(12.14)
Unvested at the end of the period (in dollars per share) | $ / shares	$ 12.64

XML

Investments in Affordable Housing Limited Partnerships (Details) - USD ($) $ in Thousands	3 Months Ended		6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016	Jun. 30, 2017	Jun. 30, 2016	Dec. 31, 2016
Schedule of Equity Method Investments
Funding installments, installment period			12 months
Affordable housing tax credits and other tax benefits			$ 1,200	$ 873
Other non-interest expense
Schedule of Equity Method Investments
Expense related to investments in affordable housing limited partnerships	$ 733	$ 353	1,400	$ 705
Income tax expense
Schedule of Equity Method Investments
Affordable housing tax credits and other tax benefits	563	$ 483
Other assets
Schedule of Equity Method Investments
Investment in affordable housing limited partnerships	14,300		14,300		$ 15,700
Other liabilities
Schedule of Equity Method Investments
Funding obligation related to investments	$ 9,800		$ 9,800		$ 12,000

XML

Regulatory Matters (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Astoria Financial Corporation
Amount
Tier 1 leverage	$ 1,597,712	$ 1,572,750
Common equity tier 1 risk-based	1,470,451	1,448,341
Tier 1 risk-based	1,597,712	1,572,750
Total risk-based	$ 1,677,630	$ 1,659,221
Ratio
Tier 1 leverage	11.34%	10.85%
Common equity tier 1 risk-based	19.03%	17.29%
Tier 1 risk-based	20.68%	18.78%
Total risk-based	21.71%	19.81%
Amount
Tier 1 leverage	$ 563,739	$ 579,829
Common equity tier 1 risk-based	347,681	376,857
Tier 1 risk-based	463,575	502,477
Total risk-based	$ 618,100	$ 669,969
Ratio
Tier 1 leverage	4.00%	4.00%
Common equity tier 1 risk-based	4.50%	4.50%
Tier 1 risk-based	6.00%	6.00%
Total risk-based	8.00%	8.00%
Amount
Common equity tier 1 risk-based	$ 444,259	$ 429,199
Tier 1 risk-based	560,153	554,818
Total risk-based	$ 714,678	$ 722,310
Ratio
Common equity tier 1 risk-based	5.75%	5.125%
Tier 1 risk-based	7.25%	6.625%
Total risk-based	9.25%	8.625%
Amount
Tier 1 leverage	$ 704,673	$ 724,786
Common equity tier 1 risk-based	502,206	544,350
Tier 1 risk-based	618,100	669,969
Total risk-based	$ 772,624	$ 837,461
Ratio
Tier 1 leverage	5.00%	5.00%
Common equity tier 1 risk-based	6.50%	6.50%
Tier 1 risk-based	8.00%	8.00%
Total risk-based	10.00%	10.00%
Astoria Bank
Amount
Tier 1 leverage	$ 1,717,805	$ 1,742,580
Common equity tier 1 risk-based	1,717,805	1,742,580
Tier 1 risk-based	1,717,805	1,742,580
Total risk-based	$ 1,797,723	$ 1,829,051
Ratio
Tier 1 leverage	12.28%	12.09%
Common equity tier 1 risk-based	22.28%	20.85%
Tier 1 risk-based	22.28%	20.85%
Total risk-based	23.32%	21.88%
Amount
Tier 1 leverage	$ 559,601	$ 576,660
Common equity tier 1 risk-based	346,965	376,129
Tier 1 risk-based	462,620	501,505
Total risk-based	$ 616,826	$ 668,673
Ratio
Tier 1 leverage	4.00%	4.00%
Common equity tier 1 risk-based	4.50%	4.50%
Tier 1 risk-based	6.00%	6.00%
Total risk-based	8.00%	8.00%
Amount
Common equity tier 1 risk-based	$ 443,344	$ 428,369
Tier 1 risk-based	558,999	553,745
Total risk-based	$ 713,206	$ 720,913
Ratio
Common equity tier 1 risk-based	5.75%	5.125%
Tier 1 risk-based	7.25%	6.625%
Total risk-based	9.25%	8.625%
Amount
Tier 1 leverage	$ 699,501	$ 720,825
Common equity tier 1 risk-based	501,171	543,297
Tier 1 risk-based	616,826	668,673
Total risk-based	$ 771,033	$ 835,841
Ratio
Tier 1 leverage	5.00%	5.00%
Common equity tier 1 risk-based	6.50%	6.50%
Tier 1 risk-based	8.00%	8.00%
Total risk-based	10.00%	10.00%

XML

Fair Value Measurements - Schedule of Carrying Values of Assets Measured at Estimated Fair Value on a Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value of Financial Instruments
Total securities available-for-sale	$ 254,980	$ 280,045
GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	216,918	240,793
Non-GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	851	1,443
GSE pass-through certificates
Fair Value of Financial Instruments
Total securities available-for-sale	8,007	8,930
Obligations of GSEs
Fair Value of Financial Instruments
Total securities available-for-sale	29,202	28,875
Fannie Mae stock
Fair Value of Financial Instruments
Total securities available-for-sale	2	4
Recurring
Fair Value of Financial Instruments
Total securities available-for-sale	254,980	280,045
Recurring | GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	216,918	240,793
Recurring | Non-GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	851	1,443
Recurring | GSE pass-through certificates
Fair Value of Financial Instruments
Total securities available-for-sale	8,007	8,930
Recurring | Obligations of GSEs
Fair Value of Financial Instruments
Total securities available-for-sale	29,202	28,875
Recurring | Fannie Mae stock
Fair Value of Financial Instruments
Total securities available-for-sale	2	4
Recurring | Level 1
Fair Value of Financial Instruments
Total securities available-for-sale	2	4
Recurring | Level 1 | GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	0	0
Recurring | Level 1 | Non-GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	0	0
Recurring | Level 1 | GSE pass-through certificates
Fair Value of Financial Instruments
Total securities available-for-sale	0	0
Recurring | Level 1 | Obligations of GSEs
Fair Value of Financial Instruments
Total securities available-for-sale	0	0
Recurring | Level 1 | Fannie Mae stock
Fair Value of Financial Instruments
Total securities available-for-sale	2	4
Recurring | Level 2
Fair Value of Financial Instruments
Total securities available-for-sale	254,978	280,041
Recurring | Level 2 | GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	216,918	240,793
Recurring | Level 2 | Non-GSE issuance REMICs and CMOs
Fair Value of Financial Instruments
Total securities available-for-sale	851	1,443
Recurring | Level 2 | GSE pass-through certificates
Fair Value of Financial Instruments
Total securities available-for-sale	8,007	8,930
Recurring | Level 2 | Obligations of GSEs
Fair Value of Financial Instruments
Total securities available-for-sale	29,202	28,875
Recurring | Level 2 | Fannie Mae stock
Fair Value of Financial Instruments
Total securities available-for-sale	$ 0	$ 0

XML

Fair Value Measurements - Narrative (Details) - loan	6 Months Ended	12 Months Ended
	Jun. 30, 2017	Dec. 31, 2016
Valuation methodologies used for assets measured at fair value
Number of held-for-sale non-performing multi-family mortgage loans	2	1
Weighted average discount rate (as a percent)	9.93%	9.94%
Weighted average constant prepayment rate (as a percent)	10.32%	10.63%
Weighted average life (in years)	6 years	6 years
Residential mortgage loans
Valuation methodologies used for assets measured at fair value
Composition of impaired loans (as a percent)	92.00%	90.00%
Impaired loans for which fair value adjustment was recognized (as a percent)	93.00%	90.00%
Period past due after which loans are individually evaluated for impairment	180 days
Period past due when loan servicer performs property inspections	45 days
Multi-family and commercial real estate mortgage loans
Valuation methodologies used for assets measured at fair value
Composition of impaired loans (as a percent)	6.00%	8.00%
Impaired loans for which fair value adjustment was recognized (as a percent)	6.00%	9.00%
Home equity lines of credit
Valuation methodologies used for assets measured at fair value
Composition of impaired loans (as a percent)	2.00%	2.00%
Impaired loans for which fair value adjustment was recognized (as a percent)	1.00%	1.00%
Period past due after which loans are individually evaluated for impairment	90 days
Recurring | Residential mortgage-backed securities
Valuation methodologies used for assets measured at fair value
Available-for-sale portfolio comprised of debt securities (as a percent)	89.00%	90.00%
Available-for-sale mortgage-backed securities portfolio comprised of GSE securities (as a percent)	100.00%	99.00%
Recurring | Obligations of GSEs
Valuation methodologies used for assets measured at fair value
Available-for-sale portfolio comprised of debt securities (as a percent)	11.00%	10.00%

XML

Fair Value Measurements - Schedule of Carrying Values of Assets Measured at Fair Value on a Non-Recurring Basis (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Fair Value of Financial Instruments
Impaired loans	$ 196,612	$ 213,663
MSR, net	10,168	10,130
REO, net	14,807	15,144
Carrying Value
Fair Value of Financial Instruments
Non-performing loans held-for-sale, net	7,920	11,584
MSR, net	10,168	10,130
Level 3
Fair Value of Financial Instruments
Non-performing loans held-for-sale, net	8,140	11,589
MSR, net	10,171	10,133
Nonrecurring | Level 3 | Carrying Value
Fair Value of Financial Instruments
Non-performing loans held-for-sale, net	499	143
Impaired loans	116,845	124,101
MSR, net	10,168	10,130
REO, net	14,807	14,428
Total	$ 142,319	$ 148,802

XML

Fair Value Measurements - Schedule of Gains (Losses) Recognized on Assets Measured at Fair Value on a Non-Recurring Basis (Details) - Nonrecurring - USD ($) $ in Thousands	6 Months Ended
	Jun. 30, 2017	Jun. 30, 2016
Fair Value of Financial Instruments
Total	$ (2,939)	$ (5,597)
Non-performing loans held-for-sale, net
Fair Value of Financial Instruments
Total	(77)	(167)
Impaired loans
Fair Value of Financial Instruments
Total	(2,543)	(3,019)
MSR, net
Fair Value of Financial Instruments
Total	413	(1,622)
REO, net
Fair Value of Financial Instruments
Total	$ (732)	$ (789)

XML

Fair Value Measurements - Schedule of Carrying Values and Estimated Fair Values of Financial Instruments (Details) - USD ($) $ in Thousands	Jun. 30, 2017	Dec. 31, 2016
Financial Assets:
Securities held-to-maturity	$ 2,915,465	$ 2,740,132
FHLB-NY stock	105,958	124,807
MSR, net	10,168	10,130
Level 2
Financial Assets:
Securities held-to-maturity	2,874,880	2,690,546
FHLB-NY stock	105,958	124,807
Loans held-for-sale, net	0	0
Loans receivable, net	0	0
MSR, net	0	0
Financial Liabilities:
Deposits	8,899,905	8,887,745
Borrowings, net	3,276,424	3,747,657
Level 3
Financial Assets:
Securities held-to-maturity	0	0
FHLB-NY stock	0	0
Loans held-for-sale, net	8,140	11,589
Loans receivable, net	9,823,388	10,318,246
MSR, net	10,171	10,133
Financial Liabilities:
Deposits	0	0
Borrowings, net	0	0
Carrying Value
Financial Assets:
Securities held-to-maturity	2,915,465	2,740,132
FHLB-NY stock	105,958	124,807
Loans held-for-sale, net	7,920	11,584
Loans receivable, net	9,820,132	10,331,087
MSR, net	10,168	10,130
Financial Liabilities:
Deposits	8,889,556	8,877,055
Borrowings, net	3,177,945	3,634,752
Estimated Fair Value
Financial Assets:
Securities held-to-maturity	2,874,880	2,690,546
FHLB-NY stock	105,958	124,807
Loans held-for-sale, net	8,140	11,589
Loans receivable, net	9,823,388	10,318,246
MSR, net	10,171	10,133
Financial Liabilities:
Deposits	8,899,905	8,887,745
Borrowings, net	$ 3,276,424	$ 3,747,657

XML

Litigation (Details)	Jun. 30, 2017 USD ($)
Sterling Merger-related Litigation
Business Combinations
Liability or reserve recognized	$ 0