<DOCUMENT>
<TYPE>TEXT-EXTRACT
<SEQUENCE>2
<FILENAME>filename2.txt
<TEXT>
                                                               July 17, 2024

Craig Gifford
Senior Executive Vice President and Chief Financial Officer
New York Community Bancorp, Inc.
102 Duffy Avenue
Hicksville, New York 11801

        Re: New York Community Bancorp, Inc.
            Amendment No. 1 to Form 10-K for the Fiscal Year ended December 31,
2023
            Filed March 15, 2024
            Form 10-Q for the Fiscal Quarter Ended March 31, 2024
            File No. 001-31565
Dear Craig Gifford:

       We have reviewed your filings and have the following comments.

       Please respond to this letter within ten business days by providing the
requested
information or advise us as soon as possible when you will respond. If you do
not believe a
comment applies to your facts and circumstances, please tell us why in your
response.

       After reviewing your response to this letter, we may have additional
comments.

Amendment No. 1 to Form 10-K for Fiscal Year Ended December 31, 2023
Risk Factors
Failure to maintain an adequate level of liquidity could result in an inability
to fulfill our financial
obligations, page 32

1.      We note your disclosure in the second paragraph of this risk factor
that downgrades in
        your credit ratings could result in an "acceleration of deposit
outflows." We also note that
        you hold governmental and custodial accounts, including for your
mortgage servicing
        rights, that required you to maintain a specified credit rating. Please
provide disclosure in
        future filings of where you are seeking or have received a waiver in
order to maintain the
        deposit business due to a downgrade in one or more of your credit
ratings and the specific
        risks posed if you have not been able to, or are not able to in the
future, secure a waiver as
        needed.
 July 17, 2024
Page 2
We utilize third-party mortgage originators which subjects us to strategic,
reputation, compliance,
and operational risk., page 43

2.     Please tell us and provide disclosure in the future as to whether this
section relates only to
       consumer mortgage loans or also includes multi-family or commercial real
estate loans.
       Also, please indicate to the extent material, whether you rely, or have
relied upon a
       particular broker or other third-party service provider for origination
or documentation of
       mortgage loans. We note The Wall Street Journal articles on February 10
and March 24,
       2024 discussing your significant business relationship with Meridian
Capital Group.
Management's Discussion and Analysis of Financial Condition and Results of
Operations, page
51

3.     Please tell us and revise future filings to discuss the third-party
credit ratings you are
       subject to, your credit ratings for the periods presented, and the
impact or potential impact
       of changes to those ratings during the periods presented.
4.     We note the discussion under "Remediation Status of Reported Material
Weaknesses" on
       page 153. Please discuss on page 51 or elsewhere in the MD&A whether and
to
       what extent these measures will require material expenditures. For
example, include a
       discussion of any expected material increases in non-interest expense.
Net Interest Income, page 53

5.     We note your discussion regarding net interest income, including your
year-to-year
       comparison. While you have referred to changes in various interest
income and expense
       components being impacted by the Flagstar and Signature acquisitions
here and in the
       following net interest margin presentation and discussion, you have not
quantified or
       further discussed how these individual acquisitions impacted the noted
income and
       expense amounts and the accompanying average yield information. Please
tell us and
       revise future filings to more fully quantify how the individual
acquisitions impacted each
       disclosed income and expense analysis, including both nominal changes in
total amounts
       and yield changes. Please refer to Item 303(b)(2) of Regulation S-K.
Net Interest Margin, page 54

6.     We note on page 54 of the December 31, 2023 10-K and page 8 of the March
31, 2024
       10-Q that certain data presented does not sum to the totals in your
rate/volume tables.
       Please revise future filings accordingly.
Provision for Credit Losses
Comparison to Prior Year to Date, page 55

7.     We note you charged-off $112 million for a co-operative loan in the
fourth quarter,
       subsequently transferred the loan to held for sale and recognized a $26
million gain from
       the disposition on sale subsequent to year-end. We also note from your
8-K and
       accompanying press release dated January 31, 2024, that the loan had "a
unique feature
       that pre-funded capital expenditures" when describing the charge-off and
related
       information. Please provide the following additional details regarding
the loan and
       charge-off:
           Additional information on the triggering events or other factors,
such as the pre-
 July 17, 2024
Page 3

           funded capital expenditures, which led to management   s
determination to take this
           charge-off in the fourth quarter.
             The carrying value of the loan, loan performance, the existence of
any specific loan
           loss provisions as of each quarterly period from December 31, 2022
to December 31,
           2023.
             Granular and transparent information regarding the uniqueness of
the loan and how
           the pre-funded capital expenditures work within the loan terms.
             A reconciliation as to how the gain was determined subsequent to
year-end.
Loan Maturity and Repricing Analysis, page 58

8.     We noted in your table on page 58 that a significant portion of your
multi-family and
       commercial real estate portfolios will reprice over the next six years.
We also note your
       disclosure on page 67 that    repricing risk    was one of the factors
in your fourth quarter
       reserve build. Please tell us and revise future filings to discuss in
greater detail the impact
       that repricing risk has on your borrower   s ability to repay loans, how
such risk is included
       in your allowance for loan losses assumptions and/or qualitative
factors, and any potential
       negative impacts of repricing on your business. Similarly consider
updating your risk
       factor disclosure to discuss how you evaluate repricing risk during the
term of the loan in
       cases where the loan is still performing.
9.     We note 63% of your total loans will mature or reprice in the next one
to five years, as
       derived from your loan maturity and repricing table. Given the
significance of this balance
       to your overall portfolio and impact it may have on the many facets of
your operations
       including loan performance, net interest margin, liquidity and results
of operations, please
       provide and revise future filings to provide a more granular
presentation of the various
       maturities within the one-to-five-year category. Please also clarify
whether you classify
       loans during the initial fixed rate period as fixed or adjustable in the
repricing table.
       Please refer to Item 303 of Regulation S-K.
Multi-Family Loans, page 59

10.    We note your disclosure that $18.3 billion of your multi-family loan
portfolio is subject to
       rent regulation. Please tell us and revise future filings to explain in
greater detail how the
       New York Housing Stability and Tenant Protection Act of 2019 could
impact or has
       impacted the value of the properties securing these loans and borrower
s ability to repay
       the loans.
11.    We note your disclosure that approximately 38 percent of the loans
subject to rent
       regulation in the multi-family portfolio are currently in an interest
only period. Please tell
       us and revise future filings to disclose the total multi-family loans in
an interest-only
       period and the average interest-only period remaining. In addition, we
note from the
       penultimate paragraph on page 60 that, "our multi-family loans may
contain an initial
       interest-only period which typically does not exceed two years..."
Please confirm to us
       that these loans were originated in the past two years or explain to us
the reason(s) why 38
       percent of these loans are in an interest-only period.
12.    We note that the weighted average LTV of the New York State rent
regulated multi-
       family portfolio was 58 percent as of December 31, 2023. We also note
your disclosure
 July 17, 2024
Page 4

       on page 60 that you primarily underwrite multi-family loans based on the
current cash
       flows produced by the collateral property, with a reliance on the
income    approach to
       appraising the properties, rather than the    sales    approach. Please
revise future filings to
       clarify whether the values in your LTV   s, like that referenced above
on page 59, refer to
       the sale price or another measure of value.
13.    We note that multi-family loans may contain an initial interest-only
period at origination.
       Please tell us and revise future filings to clarify if the minimum DSCR
of 120 percent is
       calculated on the interest only period or fully amortized basis. Please
tell us how you
       determine when to offer an initial interest-only period and how such
term works with the
       initial fixed rate period of the loan. For example, explain if the
interest-only loans are
       those that have a longer fixed rate period, or clarify, if true, that
you offer such terms to
       borrowers that are refinancing at the end of a fixed-rate period, etc.
Similarly include in
       your response and future filings information related to the initial
interest-only periods for
       commercial real estate discussed on page 62.
14.    We note your disclosure on page 31 regarding the impact of the New York
Housing
       Stability and Tenant Protection Act of 2019 and the potential for the
value of collateral
       located in New York State to become impaired, and in turn, have a
negative adverse effect
       on your financial condition and results of operations. We also note that
multi-family loans
       classified as substandard increased from approximately $0.6 billion at
December 31, 2022
       to approximately $2.3 billion at December 31, 2023. We note on page 64
that it is not
       your policy to order updated appraisals for performing loans. Please
tell us and revise
       future filings to discuss whether you had a process or procedure in
place to consider
       obtaining updated appraisals on properties securing your multi-family
loans on a more
       regular basis considering the deterioration of the credit quality in
your multi-family loan
       portfolio and potential impact of declining loan to value ratios. In
addition, describe the
       analysis done that led to the determination not to update appraisals on
a more regular
       basis.
15.    In future filings, revise to describe the specific details of any risk
management policies,
       procedures or other actions undertaken by management in response to the
current
       environment for rent regulated multi-family loans.
16.    Reference is made to the last full paragraph on page 59. Tell us with a
view toward
       disclosure whether you monitor cash-flow on the properties securing the
loans after the
       loan disbursement if the loan is still performing, and if so, how you
utilize this
       information.
17.    We note the third full paragraph on page 60 where you discuss your
relationships with
       mortgage brokers. Tell us with a view toward future disclosure, what
percentage of multi-
       family or commercial real estate loans were developed in house versus
through mortgage
       brokers. If applicable, tell us whether any mortgage broker was
responsible for referring
       more than 10% of your multi-family or commercial real estate portfolio
in any significant
       geographic region. Finally, regarding the 350 largest loans that were
reevaluated in the
       first quarter, please quantify what percentage were through mortgage
brokers. Please also
       provide disclosure to the extent there is a significant concentration
with a specific
       mortgage broker in that population of loans.
 July 17, 2024
Page 5
Commercial Real Estate, page 61

18.    We note that you identify the loan types that make up your CRE loan
portfolio in your
       disclosure on page 61. Please revise future filings, to also quantify
your CRE loan
       portfolio by borrower or other characteristics (e.g., office, hotel,
multi-family) for the
       periods presented, similar to the information you provided investors in
your January 31,
       2024 earnings call presentation. In addition, please tell us and revise
future filings to
       disclose the current weighted average loan to value ratio and occupancy
rates for all the
       periods presented.
Non-Performing Loans, page 66

19.    We note that non-performing loans (NPL   s) increased significantly from
December 31,
       2022 through the first quarter ending March 31, 2024 across all loan
categories and your
       disclosure that the increase in NPLs was primarily driven by a $125
million increase in
       multi-family loans and a $108 million in commercial real estate loans,
primarily office.
       Please further explain the underlying reasons driving the changes in
your NPLs in each
       loan category, including separately quantifying how much of the increase
relates to loans
       acquired in the Signature acquisition as well as disclosure of trends
driving delinquencies
       in each loan category such as occupancy rates, etc.
Allowance for Credit Losses, page 67

20.    We note your disclosure here and in Note 7     Allowance for Credit
Losses on Loans and
       Leases that you built your allowance for credit losses to address
weakness in the office
       sector, potential repricing risk in multi-family portfolio and
conditions leading to
       increases in classified assets. We also note that portfolio prepayments
are an integral
       assumption in estimating the allowance for credit losses on your
commercial real estate
       portfolio. Please tell us and revise future filings to expand your
discussion around the
       specific risks, factors, and trends driving each of these conditions, by
lending category
       and how these factors were reflected in your allowance model, for
example, as qualitative
       factor adjustments and/or changes to the quantitative assumptions, such
as probability-of-
       default, loss-given-default, and exposure-at-default. Your response
should provide both
       qualitative and quantitative information related to the impact each
factor had on your
       allowance for loan loss model for each quarter in 2023 and first quarter
of 2024, including
       repricing risk and prepayment forecast changes. Please refer to Item 303
of Regulation S-
       K.
Charge-offs, page 67

21.    We note that total and net charge-offs increased significantly from
December 31, 2022 to
       December 31, 2023 across all loan categories. Please tell us and revise
future filings to
       more comprehensively explain the underlying reasons contributing to the
changes in your
       charge- offs for all the periods presented. Please be as specific and
detailed as needed to
       provide an investor with a clear understanding of the specific trends
impacting your
       borrowers that contribute to charge-offs. Please refer to Item 303 of
Regulation S-K.
 July 17, 2024
Page 6
Deposits, page 72

22.    We note disclosure on page 72 regarding deposits and your disclosure on
page
       55 regarding changes in your deposit base and funding costs. To the
extent material,
       please provide additional quantitative and qualitative disclosure
regarding your deposit
       base to allow investors to understand the significance and potential
duration of these
       changes and factors that are reasonably likely to result in your
liquidity increasing or
       decreasing in a material way. Please refer to Item 303(b)(1)(i) of
Regulation S-K.
       Examples of quantitative and qualitative disclosure that you should
consider providing, if
       material, include:
           Disaggregation of deposit statistics and concentration of deposits
along with
           additional information about their characteristics to help investors
evaluate potential
           duration, such as average number of products held or average deposit
   life    by type of
           depositor.
           How deposit pricing changes in response to higher interest rates,
referred to as
              deposit beta.
           Changes in the types of deposits (e.g., increases in brokered or
uninsured deposits,
           reductions in insured deposits, increase in higher yielding
deposits) and factors
           driving the changes.
           The potential effects on liquidity and funding that the failure for
brokered deposits to
           roll over and remain with the bank may have.
23.    We noted in your March 7, 2024 investor conference call regarding the
impact of rating
       downgrades on the status of your custodial deposits that you received
waivers from
       agencies that allowed you to maintain those custodial deposits. We also
noted your
       disclosure from slide 6 of the investor presentation that custodial
deposits were
       approximately $9.7 billion as of March 5, 2023. In addition, we note
your disclosure on
       page 43 that the master servicer directs the oversight of custodial
deposits associated with
       serviced loans and, to the extent allowable, could choose to transfer
the oversight of the
       Bank's custodial deposits to another depository institution. Please tell
us and revise future
       filings to include the following information.
           Quantify the total amount of custodial deposits for each period
presented;
           Explain if all the custodial deposits are related to your MSR
subservicing activities
            and tell us if those were the same custodial deposits referred to
in the conference call;
           Disclose the contractual conditions, obligations, or regulations
related to your
            custodial deposits, or any other deposit types, that would cause
you to lose those
            deposits;
           The current status of custodial deposits with respect to waivers;
and
           How ratings from third party rating agencies impact your ability to
hold custodial
            deposits or any other deposit type.
24.    We noted that it appears you had a deposit outflow as of December 31,
2023 taking into
       consideration the ending December 31, 2022 deposit balance of
approximately $58.7
       billion, deposits acquired in the Signature transaction of approximately
$33.5 billion and
       the ending December 31, 2023 deposit balance of $81.5 billion. Please
tell us and revise
       future filings to quantify and discuss the details of this outflow,
including the types of
 July 17, 2024
Page 7

       depositors driving the withdrawals and deposit types that were impacted.
In your
       response, please explain how any outflows impacted liquidity, including,
but not limited
       to how this impacted other balance sheet actions you may have
undertaken, alternative
       sources of funding and their incremental costs compared to those
identified deposit
       outflows, and impact to your net interest margin and income, if
material.
Regulatory Capital, page 73

25.    Please tell us and revise future filings to discuss the transition
milestones, including the
       related dates, associated with complying with the regulatory
requirements of becoming a
       Category IV banking organization. Please also include a discussion
regarding your
       progress to meeting the transition requirements.
Note 7 - Allowance for Credit Losses on Loans and Leases, page 110

26.    We note your disclosure in management   s report on internal control
over financial
       reporting on page 152 related to the material weakness and control
deficiencies in your
       internal loan review process related to the recognition of the allowance
for credit losses on
       loans and leases. We also note your disclosure on page 51 that you
significantly built your
       reserve levels by recording a $552 million provision for loan losses in
the fourth quarter
       to address weakness in the office sector, potential repricing risk in
the multi-family
       portfolio, and conditions leading to increases in classified assets.
Please tell us how you
       determined the extent to which earlier interim or annual financial
statements were affected
       by these control deficiencies.
(b) Management's Report on Internal Control over Financial Reporting, page 152

27.    We note your disclosure in management   s report on internal control
over financial
       reporting on page 152 related to the material weakness and control
deficiencies in your
       internal loan review process. Please also address the following:
           Confirm that there were four material weaknesses as of December 31,
2023 and all
           four were not yet remediated as of March 31, 2024. If there are more
or less than
           four, please tell us the total number.
           Tell us for each individual material weakness whether it was due to
a single control
           deficiency or an aggregation of control deficiencies. If the latter,
please tell us the
           control deficiencies that made up each material weakness.
           Tell us and revise future filings to discuss in greater detail the
remediation process,
           including the current timeline by individual item, estimated time to
completion or
           whether an item has been fully remediated, etc. To the extent there
remain significant
           issues with respect to fully remediating any item, please provide a
detailed discussion
           on the reasons for the delay and how your remediation plan has
changed, if
           applicable.
           Disclose whether any uncompleted remediation step(s) may have any
impact on your
           current and ongoing financial reporting and the financial
statements.
 July 17, 2024
Page 8
Form 10-Q for the Fiscal Quarter Ended March 31, 2024
Provision for Credit Losses, page 10

28.    We note your disclosure that the increase in the provision for credit
losses during the
       quarter was due to changes in market conditions and interest rates that
are expected to
       affect portions of your portfolios that are subject to current market
stresses. Please
       explain in greater detail how each market condition, such as occupancy
levels for office
       space, impacted the applicable inputs to your allowance model and how
that was different
       from each quarter in 2023, considering certain of these conditions have
existed for over a
       year. In your response, address specifically what your model was
forecasting as of
       December 31, 2023 and March 31, 2024 related to the length of time of
higher market
       interest rates.
Multi-Family Loans, page 13

29.    We note that you require a minimum DSCR of 125 percent for multi-family
loans. We
       also note your disclosure on page 60 of the December 31, 2023 Form 10-K
that you
       require a minimum DSCR of 120 percent on multi-family buildings at
origination.
       Discuss the reason for the difference including why management
determined to make this
       change and the impact to your allowance for loan loss model. Similarly
address the
       change in CRE loans from 65 percent at year end to 70 percent.
30.    Reference is made to the final sentence on page 14. In the future
clarify the meaning of
       "borrower support."
Credit Quality, page 18

31.    We note your disclosure throughout your filing about the thorough review
of the largest
       350 real estate loans done during the first quarter. Please address the
following in relation
       to the reviews:
           Tell us whether the evaluation supported the weighted average LTV
calculations
            referenced on page 13.
           Tell us and disclose in future filings the quantitative impact the
reviews had on your
            allowance for loan losses considering the reviews resulted in a
$2.3 billion increase in
            loans classified as substandard or worse. Your response should be
detailed and
            describe the impact both quantitatively and qualitatively on the
key inputs of your
            model. Also please quantify any increases in your non-accrual loans
as a result of this
            review.
           Tell us the reason for classification as NPLs the four loans that
you disclose as the
            primary drivers for an increase in NPLs as of March 31, 2024. For
example, it is
            unclear if the classification was a result of non-payment for more
than 90 days by the
            borrowers or another reason, such as information obtained during
the detailed loan
            review.
           For the 350 loans, provide us, by loan category, the outstanding
balance, credit
            quality indicator, DSCR, LTV and any allowance allocated as of the
end of each
            quarter in 2023 and first quarter 2024.
32.    Reference is made to the second sentence of the second paragraph. Tell
us and disclose in
       the future, how "third-party estimates of collateral values" differ from
appraisals.
 July 17, 2024
Page 9

Asset Quality, page 49

33.    We note your disclosure on page 50 that the credit quality indicator
classifications
       generally have been updated within the last twelve months. Please tell
us the
       circumstances in which classifications would not be updated within
twelve months and
       whether the amount that has not been updated as of December 31, 2023 and
March 31,
       2024 is material to any loan category by credit quality indicator.
Risk Factors
The Company recently experienced turnover in its Board of Directors..., page 83

34.    Tell us and disclose in future filings, the timeline for developing a
strategic plan. To the
       extent that any distinct portion or the entire plan has been or is
developed, provide a
       material description in future filings.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Please contact William Schroeder at 202-551-3294 or John Nolan at
202-551-3492 if you
have questions regarding comments on the financial statements and related
matters. Please
contact Todd Schiffman at 202-551-3491 or Christian Windsor at 202-551-3419
with any other
questions.



                                                             Sincerely,

                                                             Division of
Corporation Finance
                                                             Office of Finance
</TEXT>
</DOCUMENT>
