8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K
CURRENT REPORT

Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of report (Date of earliest event reported):     May 28, 2002

ASTORIA FINANCIAL CORPORATION
(Exact name of registrant as specified in its charter)

Delaware	0-22228	11-3170868
(State or other jurisdiction of incorporation or organization)	(Commission File No.)	(IRS Employer Identification No.)

ONE ASTORIA FEDERAL PLAZA, LAKE SUCCESS, NEW YORK 11042-1085

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (516) 327-3000

NOT APPLICABLE

(Former name or former address, if changed since last report)

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TABLE OF CONTENTS

EXHIBIT 99.1

ITEMS 1 THROUGH 6 AND 8. NOT APPLICABLE

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

(c)     Exhibits.

         The following Exhibits are furnished as part of this report:

99.1 Text of written presentation Astoria Financial Corporation intends to make available to interested investors during the quarter ending June 30, 2002 which includes, among other things, a review of financial results and trends through the period ended March 31, 2002. The presentation material will also be posted on the Company’s investor relations website.

ITEM 9. REGULATION FD DISCLOSURE.

         Astoria Financial Corporation updated its written investor presentation material which includes, among other things, a review of financial results and trends through the period ended March 31, 2002. Astoria Financial Corporation intends to post this material on its website in addition to furnishing it to interested investors during the quarter ending June 30, 2002.

         The information provided pursuant hereto shall not be deemed incorporated by reference by any general statement incorporating by reference this Form 8-K into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and shall not otherwise be deemed filed under such Acts.

2

SIGNATURES

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

ASTORIA FINANCIAL CORPORATION

/S/ Peter J. Cunningham
Peter J. Cunningham
First Vice President and
Director of Investor Relations

Dated: May 28, 2002

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of written presentation Astoria Financial Corporation intends to post on its website and make available to interested investors during the quarter ending June 30, 2002. The presentation includes, among other things, a review of financial results and trends through the period ended March 31, 2002.

3 EX-99.1 3 y61100exv99w1.htm EXHIBIT 99.1

This presentation may contain forward-looking statements that are based on various assumptions and analyses made by us in light of our management's experience and its perception of historical trends, current conditions and expected future developments, as well as other factors it believes 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 may be subject to circumstances beyond our control; there may be increases in competitive pressure among financial institutions or from non-financial institutions; changes in the interest rate environment may reduce interest margins; changes in deposit flows, loan demand or real estate values may adversely affect our business; changes in accounting principles, policies or guidelines may cause our financial condition to be perceived differently; general economic conditions, either nationally or locally in some or all areas in which we do business, or conditions in the securities markets or the banking industry may be less favorable than we currently anticipate; legislation or regulatory changes may adversely affect our business; technological changes may be more difficult or expensive than we anticipate; success or consummation of new business initiatives may be more difficult or expensive than we anticipate; or litigation or other matters before regulatory agencies, whether currently existing or commencing in the future, may delay occurrence or non-occurrence of events longer than we anticipate. We assume no obligation to update any forward-looking statements to reflect events or circumstances after the date of this document.

Corporate Profile $22.1 billion in assets - # 1 thrift in New York $11.1 billion in deposits - # 1 thrift in New York $5.9 billion in core deposits - # 1 thrift in New York 8.9% deposit market share - # 1 thrift in core market Book value: $16.71, tangible book value: $14.66 Serves 700,000 customers/consumers Insider & ESOP stock ownership: 15% $2.9 billion market cap All figures in this presentation are as of March 31, 2002, except as noted, and all market data and IBES consensus as of April 30, 2002. All per share data adjusted to reflect 2-for-1 stock split in the form of a 100% stock dividend effective December 3, 2001. NYSE: AF

Our formula for enhancing shareholder value is simple and has been proven successful! Mortgage Lending Single Family, Multifamily and Commercial Real Estate Expertise Top Quality - Low Credit Risk Lending Retail Banking Full service/low cost provider Multi-channel distribution Well positioned in major market Operating Efficiently We focus on:

ASFC Historical EPS Growth 1994 1995 1996 1997 1998 1999 2000 2001 2002 East 0.93 1.05 1.29 1.52 1.69 2.08 2.17 2.38 3 As originally reported. 1994-1996 restated for implementation of SFAS 128. 1998 first three quarters stand alone, fourth quarter 1998 pooled. IBES estimate for 2002. Adjusted for 2-for-1 stock split, December 3, 2001 CAGR = 16% Historical Operating EPS Growth

Mortgage Lending Growth Asset Quality Trends

Multiple 1-4 family loan origination delivery channels $1.4 billion originated 1Q02 - Primarily short-term, 3/1 & 5/1 hybrid ARMs - Retail* - Commissioned representatives/brokers-originations in 15 states* - Third party originators - correspondent relationships in 44 states* Geographically diversified Secondary marketing capability 1-4 Family Mortgage Lending * All loans underwritten to Astoria's stringent standards

1-4 Family Mortgage Loan Originations 2000 2001 1Q01 1Q02 Retail 372 683 100 272 Broker 1157 1827 247 629 Correspondent 837 1420 258 452 By Delivery Channel $604.9 M $1.4B $2.4B $3.9B (In Millions)

1-4 Family Mortgage Loan Originations By Product Type 2000 2001 1Q01 1Q02 3/1 ARM 299.8 573.6 51 201 5/1 ARM 1307 2064.2 318 774 Other ARM 484 697 160 238 Other 279.2 597.3 77 140 $2.4B $3.9B $1.4B $604.9 M (In Millions)

Solid and growing Multifamily/CRE portfolio $1.8 billion in portfolio - Average yield 8.02% Average LTV < 65% Average loan in portfolio < $1 million All loans in local market Multifamily/Commercial Real Estate Lending

2000 2001 1Q01 1Q02 Multifamily 204.9 413.5 59 144 CRE 109.5 178.2 44 48 Multifamily/Commercial Real Estate Originations ($ in Millions) $314.5 $591.8 Originations include mixed use property loans. Average loan balance outstanding is < $1 million. All loans originated in local market. $191.6 $102.1

Comm'l R/E Multi-family Home Equity and Other One-to-Four Family East 5 8 2 85 Low Credit Risk Loan Portfolio Composition At March 31, 2002 Notes: 1) Excludes loans held for sale 2) Based on current principal balance and original appraised value Average LTV: 63.5% Total Portfolio: $12.4 billon Commercial R/E - 5% Average LTV: 61.7% Multifamily - 10% Average LTV: 64.2% One-to-Four Family - 83% Average LTV: 64.6% Home Equity & Other -2%

Asset Quality Trend 12/31/98 12/31/99 12/31/00 12/31/01 3/31/02 ASFC 0.58 0.26 0.18 0.18 0.16 Non-Performing Assets (NPAs) to Total Assets Total NPAs $120.4 $58.4 $40.0 $40.1 $35.7 ($ in millions) Allowance for loan losses/non-performing loans at March 31, 2002: 250% At Period Ended

NPA to Total Assets vs Peers 1Q01 2Q01 3Q01 4Q01 1Q02 All Thrifts 0.34 0.35 0.37 0.41 NY Thrifts 0.34 0.29 0.33 0.32 $ 5 + Billion 0.48 0.5 0.51 0.55 ASFC 0.17 0.15 0.16 0.18 0.16 Quarter Astoria All Thrifts NY Thrifts $ 5 + Bil Mar. 31, 2002 0.16% N/A N/A N/A Dec. 31, 2001 0.18 0.41 0.32 0.55 Sept. 30, 2001 0.16 0.37 0.33 0.51 June 30, 0.15 0.35 0.29 0.50 2001 Mar. 31, 0.17 0.34 0.34 0.48 2001 Source: SNL Financial, Quarterly Thrift Digest, March 31, 2002 Median Ratios

Net Charge-offs/Average Loans vs. Peers 1Q01 2Q01 3Q01 4Q01 1Q02 All Thrifts 0.03 0.03 0.04 0.04 NY Thrifts 0.07 0.04 0.05 0.07 $ 5 + Billion 0.09 0.09 0.12 0.16 ASFC 0.01 0.01 0.01 0.02 0.01 Source: SNL Financial, Quarterly Thrift Digest, March 31, 2002 Median Ratios

1-4 Family Delinquency Ratios: ASFC vs MBA 3Q98 4Q98 1Q99 2Q99 3Q99 4Q99 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 1Q02 MBA NY conv 5.13 4.94 4.43 4.18 4.18 3.91 3.45 3.61 4.06 4.53 3.8 3.93 4.8 4.55 MBA US conv 3.7 3.72 3.3 3.29 3.35 3.29 2.83 2.9 3.21 3.68 3.23 3.51 3.92 3.99 ASFC 2.66 4.57 3.59 2.6 2.41 2.1 1.78 1.64 1.9 2.08 1.29 1.19 1.51 1.57 1.2 Source: MBA National Delinquency Survey

FNMA GNMA FHLMC CMO/REMIC - Non Agency (rated A or higher) CMO/Remic- Agency East 3 1 2 36 57 West North Low Credit Risk MBS Portfolio Total MBS Portfolio Classification Available for sale - $ 2.4B (35%) Held to maturity - $ 4.4B (65%) Total $ 6.8B At March 31, 2002

Retail Banking/Market Penetration

Leading Thrift Franchise $11.1 billion in deposits, 86 banking offices, multiple delivery channels Low cost/stable source of funds Core Deposits Represent 53% of Deposits, or $5.9 billion Banking offices and average deposits Long Island Offices (83) - Nassau (29), Queens (17), Suffolk (25), Brooklyn (12) Average Deposits of $129 Million Westchester Offices (3) - Average Deposits of $121 Million Additional delivery channels - 125 ATM, including participation in various network interchanges - Telephone banking - Internet banking

Long Island Powerhouse Nassau Queens Brooklyn Suffolk Banking Offices and Deposit Share Ranking on Long Island Overall Deposit Share Ranking: #1- all thrifts, #3- all financial institutions

Strong Position in Core Market Nassau, Suffolk, Queens and Brooklyn Source: FDIC Deposit Market Share Report. Data as of 6/30/01 adjusted for pending acquisitions. Deposits Market Institution ($ in millions) Share Branches 1. Chase $16,943 14.6% 152 2. Citigroup 16,182 14.0 161 3. ASTORIA 10,275 8.9 83 4. GreenPoint 9,287 8.0 61 5. Washington Mutual 9,126 7.9 74 6. HSBC 8,448 7.3 94 7. North Fork 7,871 6.8 130 8. Fleet 5,895 5.0 113 9. Roslyn 4,368 3.8 29 10. Bank of New York 3,443 3.0 109 Total - Core Market $115,902 1,370 The combined population of these four counties (7.0 million) exceeds the population of 38 individual U.S. states

Well Positioned in Key Markets ($ in millions) _______________ Suffolk _ Institution Total Share Branches 1. Chase $3,622 15.2% 35 2. North Fork 3,214 13.5 54 3. Citigroup 2,708 11.3 33 4. Wamu 2,681 11.2 26 5. Astoria 2,178 9.1 25 Total $23,903 383 ($ in millions) Nassau . Institution Total Share Branches 1. Citigroup $6,900 18.9% 70 2. Chase 4,272 11.7 34 3. GreenPoint 4,087 11.2 21 4. Astoria 3,529 9.7 29 5. Fleet 3,123 8.6 52 Total $36,533 418 ($ in millions) Brooklyn_______________ Institution Total Share Branches 1. Chase $4,471 17.4% 40 2. Wamu 3,523 13.8 19 3. HSBC 3,455 13.4 28 4. Citigroup 3,018 11.7 27 5. GreenPoint 2,281 8.9 15 Astoria (#7) 1,471 5.7 12 Total $25,705 245 Source: FDIC Deposit Share Report. Data as of 6/30/01 adjusted for pending acquisitions Deposits ($ in millions) Queens . Institution Total Share Branches 1. Chase $4,578 15.4% 43 2. Citigroup 3,558 12.0 31 3. Astoria 3,097 10.4 17 4. North Fork 2,414 8.1 35 5. New York Community 2,169 7.3 26 Total $29,761 324

Mar 31 00 Sep 30 00 Mar 31 01 Sep 30 01 Mar 31 02 4.8 4.9 5.1 5.5 5.9 Core Deposit Growth ($ in Billions) % to Total Deposits: 49.0% 49.5% 49.5% 50.8% 53.0% CAGR: 11%

Checking Account Growth 1Q00 3Q00 1Q01 3Q01 1Q02 Personal 878 879 975 973 1105 Business 67 79 91 107 128 1Q00 3Q00 1Q01 3Q01 1Q02 Personal 269 286 299 310 320 Business 8 9 9 10 11 ($ in millions) (# of accounts in thousands) CAGR = 10% CAGR = 14% 276 294 308 320 331 $945 $957 $1,065 $1,080 $1,233

Jumbo CD Money Market Savings Now/Demand Retail CD's East 2 18 24 11 45 Deposit Composition Total - $11.1 Billion 53% Core - $5.9 Billion At March 31, 2002

Retail Banking and Loan Fee Growth 1997 1998 1999 2000 2001 2002* Customer Service & Loan Fees 23.3 34.6 40 48.8 58.9 64.2 ($ in millions) Excludes loan servicing fees. * 1Q02 annualized CAGR = 23%

Sales Initiatives - PEAK Process Performance based on Enthusiasm, Actions and Knowledge A "needs" based approach to sales rather than "product" based approach using a "Financial Needs Analysis Profile" Highly interactive program - daily and weekly meetings create a focus that is shared throughout the branch network Incentives for strong performance, both individual and team Initial results exceeded expectations - 32 offices met or exceeded first quarter revenue goals and received performance incentive awards

Balance Sheet Repositioning

Balance Sheet Repositioning Progress 1Q99 1Q00 1Q01 1Q02 Loans 9.3 10.5 11.5 12.4 MBS 10.7 8.9 7.7 6.8 ($ in billions) (Loans increased $3.1 billion, or 33%) (MBS decreased $3.9 billion, or 36%) Loans vs MBS

Balance Sheet Repositioning Progress 1Q99 1Q00 1Q01 1Q02 Deposits 9.7 9.8 10.3 11.1 Borrowings 11.4 11 10.1 8.9 ($ in billions) (Borrowings decreased $2.5 billion, or 22%) (Deposits increased $1.4 billion, or 14%) Deposits vs Borrowings

Superior Operating Efficiency

Efficiency Ratio 1997 1998 1999 2000* 2001 1Q02 Excluding Stock Plan Amortization (Cash Efficiency Ratio) 45.63 41.54 30.26 29.17 29.53 31.12 Stock Plan Amortization 4.5 3.53 1.62 1.1 1.4 1.67 30.27 50.13 45.07 31.88 30.93 *Excludes $5.4 million executive severance payment in 4Q00 32.79

Efficiency Ratio vs Peers 1Q01 2Q01 3Q01 4Q01 1Q02 All Thrifts 65.8 64.65 64.08 62.33 NY Thrifts 65.81 64.64 61.53 58.14 $ 5 + Billion 49.09 46.84 48.93 46.99 ASFC 30.57 30.92 30.72 31.53 32.79 ASFC Cash 29.48 29.73 29.61 29.28 31.12 Astoria Quarter Cash GAAP All Thrifts NY Thrifts $ 5 + Bil. Mar. 31, 2002 31.12% 32.79% N/A N/A N/A Dec 31, 2001 29.28 31.53 62.33 58.14 46.99 Sept. 30, 2001 29.61 30.72 64.08 61.53 48.93 June 30, 29.73 30.92 64.65 64.64 46.84 2001 Mar. 31, 29.48 30.57 65.80 65.81 49.09 2001 (1) Median Source: SNL Financial, Quarterly Thrift Digest, March 2002 (1) Company reports

Financial Results and Trends

First Quarter Financial Highlights EPS Return on Assets Return on Equity Return on Tangible Equity Efficiency Ratio Mortgage loan volume $0.69(1) $0.55 1.09% (1) 0.97% 15.72 (1) 13.88% 17.85% (1) 15.94% 32.79% 30.57% $1.6 billion $709 million (1) Included is the benefit derived from the adoption of SFAS No. 142, which eliminated goodwill amortization of $4.8 million. 1Q02 1Q01

ASFC Historical EPS Growth 1994 1995 1996 1997 1998 1999 2000 2001 2002 East 0.93 1.05 1.29 1.52 1.69 2.08 2.17 2.38 3 As originally reported. 1994-1996 restated for implementation of SFAS 128. 1998 first three quarters stand alone, fourth quarter 1998 pooled. IBES estimate for 2002. Adjusted for 2-for-1 stock split, December 3, 2001 CAGR = 16% Historical Operating EPS Growth

Why Invest in Astoria Financial? Strong balance sheet - superior asset quality Attractive banking franchise Dominant deposit market share in core market Financial Performance 16% CAGR in EPS since 1994 22% CAGR in stock price since 1994 8-10% margin expansion projected in 2002 Solid growth in core businesses Superior operating efficiency Well capitalized Active stock repurchase program Large goodwill claims

One of the industry's largest goodwill litigation claims $785 million of original supervisory goodwill created (LISB = $625 million, Fidelity NY = $160 million) $635 million of supervisory goodwill written off (LISB = $500 million, Fidelity NY = $135 million) Outcome unpredictable due to disparity in recent court decisions Status of Astoria cases LISB discovery completed Fidelity NY discovery completed Goodwill Claim Update

Price 2002 2002 4/30/02 EPS(1) P/E Price/ TBV Golden State $32.99 $ 3.46 9.5x 2.3x GreenPoint 49. 45 5.01 9.8 3.3 Astoria Financial 32.09 3.00 10.7 2.2 Sovereign 14.43 1.26 11.4 3.9 Webster 39.63 3.28 12.0 2.8 Golden West 68.39 5.51 12.4 2.4 Bank North 26.39 2.03 13.0 3.1 Roslyn 23.02 1.70 13.6 3.6 Charter One 35.38 2.54 13.9 3.1 Hudson United 31.74 2.25 14.1 4.9 New York Community 29.66 2.07 14.3 5.8 North Fork 37.62 2.50 15.5 5.7 Independence 32.59 2.13 15.3 2.8 Valley National 39.50 1.92 20.6 6.3 Commerce Bancorp 49.39 1.89 26.1 5.1 Median 13.6x 3.3x Astoria Stock Price at Median Levels $40.80 $48.38 Valuation Considerations (1) IBES Consensus. Includes SFAS 142 benefit, if any

Addendum ASFC: A Record of Enhancing Shareholder Value

ASFC: A Record of Enhancing Shareholder Value Assets of $10 billion by 2000 Improve asset quality Enhance operating efficiency Broaden lending capabilities Generate cash returns in mid- teen range Enhance shareholder value $22.1 billion in assets 0.16% NPA/total assets 31.12% cash efficiency ratio Origination network now covers 15 states; 1Q02 volume = $1.6B 18.55% cash ROTE 414% stock appreciation since IPO* * Through April 30, 2002 1993 IPO objectives The record as of March 31, 2002

Acquisition History Year Thrift # Branches Assets (in millions) 1973 Metropolitan Federal 2 $ 50 1979 Citizens Savings (FSLIC) 5 130 1982 Hastings-on-Hudson Federal 3 100 1984 Chenango Federal 1 25 1987 Oneonta Federal 4 205 1990 Whitestone Savings (RTC) 4 280 1995 Fidelity New York 18 1,800 1997 The Greater New York Savings Bank 14 2,400 1998 Long Island Bancorp, Inc. 35 6,600 Total 86 $11,590

Dec 31 1993 Dec 31 1997 Mar 31 2002 4.1 10.5 22.1 Asset Growth ($ in Billions) As originally reported

Franchise Enhancement Dec 31 1993 Dec 31 1997 Mar 31 2002 East 1.5 4.3 12.4 1993 1997 2001 1Q02 0.3 1.5 4.6 1.6 Loan Portfolio Growth Loan Production As originally reported ($ in Billions) ($ in Billions)

1993 1997 2001 0.023 0.055 0.089 Deposit Market Share Growth Deposit Market Share - Brooklyn, Queens, Nassau & Suffolk counties Source: FDIC Deposit Market Share report. 2001 data as of 6/30/01 adjusted for pending acquisitions

Dec 31 1993 Dec 31 1997 Mar 31 2002 0.0305 0.0056 0.0016 Asset Quality Trend As originally reported Non-performing assets to total assets

Dec 31 1993 Dec 31 1997 Mar 31 2002 0.4654 0.3915 0.3112 Improved Operating Efficiency Ratio As originally reported (cash basis)

Dec 31 1993 Dec 31 1997 Mar 31 2002 0.0088 0.0117 0.0113 Operating Cash Return on Average Assets As originally reported Excludes net charges of $5.4 million, net of taxes, related to various infrequently occurring items (1)

Dec 31 1993 Dec 31 1997 Mar 31 2002 0.1128 0.182 0.1855 Operating Cash Return on Average Tangible Equity As originally reported Excludes net charges of $5.4 million, net of taxes, related to various infrequently occurring items (1)

Book Value/Tangible Book Value Growth 1Q00 2Q00 3Q00 4Q00 1Q01 2Q01 3Q01 4Q01 1Q02 Book Value 11.73 12.09 13.12 14.74 15.87 16.05 16.26 16.44 16.71 Tangible Book Value 9.6 9.98 11.03 12.68 13.82 14.03 14.2 14.4 14.66 (Dollars per common share) (Book Value increased 51%) (Tangible Book Value increased 64%) $16.71 $14.66

EX-99.1

TEXT OF WRITTEN PRESENTATION