Flagstar Financial (FLG) 8-K/A Financial Statements and Exhibits

Exhibit 99.3

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

The following unaudited pro forma condensed combined financial information combines the historical consolidated financial position and results of operations of New York Community Bancorp, Inc. (“NYCB”) and Flagstar Bancorp, Inc. (“Flagstar”) as an acquisition by NYCB of Flagstar. The merger of 615 Corp., a direct, wholly owned subsidiary of NYCB (“Merger Sub”), with and into Flagstar, with Flagstar as the surviving entity (the “merger”), and the merger as soon as reasonably practicable thereafter of Flagstar with and into NYCB, with NYCB as the surviving entity, were announced on April 26, 2021. The Agreement and Plan of Merger, dated as of April 24, 2021, by and among NYCB, Merger Sub and Flagstar, as amended (the “merger agreement”), provides that each share of the common stock of Flagstar, par value $0.01 per share (“Flagstar common stock”), issued and outstanding immediately prior to the effective time of the merger (the “effective time”), except for certain shares owned by NYCB or Flagstar (subject to certain exceptions described in the merger agreement), was converted into the right to receive 4.0151 shares of the common stock of NYCB, par value $0.01 per share (“NYCB common stock”).

The unaudited pro forma condensed combined financial information has been prepared to give effect to the following:

• the acquisition of Flagstar by NYCB under the provisions of the Financial Accounting Standards Board (FASB) Accounting Standards Codification, ASC 805, “Business Combinations,” where the assets and liabilities of Flagstar will be recorded by NYCB at their respective fair values as of the date the merger was completed;

• the distribution of shares of NYCB common stock to Flagstar’s shareholders in exchange for shares of Flagstar common stock (based upon a 4.0151 exchange ratio); and

• transaction costs in connection with the merger.

The following unaudited pro forma condensed combined financial information and related notes are based on and should be read in conjunction with (i) the historical audited consolidated financial statements of NYCB and the related notes included in NYCB’s Annual Report on Form 10-K for the year ended December 31, 2021; (ii) the historical unaudited consolidated financial statements and related notes included in NYCB’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022; (iii) the historical audited consolidated financial statements of Flagstar and the related notes included in Flagstar’s Annual Report on Form 10-K for the year ended December 31, 2021; and (iv) the historical unaudited consolidated financial statements and related notes included in Flagstar’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2022.

The unaudited pro forma condensed combined income statements for the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the historical consolidated income statements of NYCB and Flagstar, each giving effect to the merger as if it had been completed on January 1, 2022 and January 1, 2021, respectively. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical consolidated balance sheets of NYCB and Flagstar, giving effect to the merger as if it had been completed on September 30, 2022.

The unaudited pro forma condensed combined financial information is provided for illustrative information purposes only. The unaudited pro forma condensed combined financial information is not necessarily, and should not be assumed to be, an indication of the actual results that would have been achieved had the merger been completed as of the dates indicated or that may be achieved in the future. The pro forma financial information has been prepared by NYCB in accordance with Regulation S-X Article 11, Pro Forma Financial Information.

The unaudited pro forma condensed combined financial information also does not consider any potential effects of changes in market conditions on revenues, expense efficiencies, asset dispositions and share repurchases, among other factors. In addition, as explained in more detail in the accompanying notes, the preliminary allocation of the pro forma purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary significantly from the final purchase price allocation.

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As of the date of this Current Report on Form 8-K/A, a detailed review of Flagstar’s accounting policies is still ongoing. Differences could be identified between the accounting policies of the two companies that, when conformed, could have a material impact on NYCB’s financial information.

The pro forma adjustments have been made solely for the purpose of providing the unaudited pro forma condensed combined financial information.

A final determination of the fair value of Flagstar’s assets and liabilities will be based on Flagstar’s actual assets and liabilities as of December 1, 2022, the closing date of the merger. Any changes in the fair values of the net assets or total purchase consideration as compared with the information shown in the unaudited pro forma condensed combined financial information may change the amount of the total purchase consideration allocated to the bargain purchase gain, and may instead include an allocation to goodwill. The final fair value determination may impact NYCB’s statement of income and statement of condition. The final purchase consideration allocation may be materially different than the preliminary purchase consideration allocation presented in the unaudited pro forma condensed combined financial information.

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UNAUDITED PRO FORMA CONDENSED COMBINED BALANCE SHEET

As of September 30, 2022

(in millions, except share data)	Historical NYCB			Historical Flagstar			Transaction Accounting Adjustments			Notes	Proforma Consolidated
Assets
Cash & due from banks		142			313							455
Interest bearing deposits		1,558			105							1,663
Available-for-sale securities		6,689			2,627			(13	)	A		9,303
Held-to-maturity securities		—			159							159
Equity investments		14			—							14
Loans held for sale		—			1,830							1,830
Loans with government guarantees		—			1,370			(58	)	B		1,312
Loan and leases		48,984			15,793			(421	)	B		64,356
Allowance for credit losses		(218	)		(126	)		(42	)	C		(386	)
Net loans and leases		48,766			17,037			(521	)			65,282
Mortgage servicing rights		—			1,026			(15	)	D		1,011
FHLB Stock		630			329							959
Premises and equipment		250			354			8		E		612
Bank owned life insurance		1,200			372							1,572
Goodwill & intangible assets		2,426			140			152		F		2,718
Other assets		1,281			1,151			15		G		2,447
Total assets		62,956			25,443			(374	)			88,025
Liabilities
Deposits		41,705			16,591			41		H		58,337
Wholesale borrowings		13,140			4,450			—				17,590
Other debt		658			390			40		I		1,088
Other liabilities		707			1,396			103		J		2,206
Total liabilities		56,210			22,827			184				79,221
Shareholders’ equity
Preferred stock		503			—							503
Common Stock		5			1			1		K		7
Additional paid in capital		6,121			1,361			648		L		8,130
Retained earnings		957			1,503			(1,456	)	M		1,004
Treasury stock		(238	)									(238	)
Accumulated other comprehensive income		(602	)		(249	)		249		N		(602	)
Total stockholders’ equity		6,746			2,616			(558	)			8,804
Total liabilities and stockholders’ equity		62,956			25,443			(374	)			88,025

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Nine Months Ended September 30, 2022

(in millions, except share data)	Historical NYCB			Historical Flagstar			Transaction Accounting Adjustments		Notes	��	Pro Forma Consolidated
Interest income
Mortgage & other loans		1,259			587			82	O			1,928
Securities and money market investments		152			53			34	P			239
Total interest income		1,411			640			116				2,167
Interest expense
Deposits		183			24			23	Q			230
Borrowed funds		211			39			2	R			252
Total interest expense		394			63			25				482
Net interest income		1,017			577			91				1,685
Provision for credit losses (benefit)		9			(8	)						1
Net interest income after Provision for credit losses		1,008			585			91				1,684
Non-interest income
Mortgage banking income		—			104							104
Fee income		17			102							119
Bank-owned life insurance		24										24
Net (loss) gain on securities		(2	)									(2	)
Other		10			199							209
Total non-interest income		49			405			—				454
Non-interest expense
Compensation, commissions and benefits		238			425							663
Occupancy and equipment		67			136							203
General and administrative		95			176							271
Merger-related-expenses		15			9							24
Amortization of core deposit intangibles		—			7			40	U			47
Total non-interest expense		415			753			40				1,208
Income before income taxes		642			237			51	V			930
Income tax expense		164			51			14	W			229
Net income		478			186			37				701
Preferred stock dividends		25			—			—				25
Net income available to common shareholders		453			186			37				676
Basic earnings per common share	$	0.96		$	3.49						$	0.99
Diluted earnings per share	$	0.96		$	3.47						$	0.99
Dividends declared per common share	$	0.17		$	0.18						$	0.17
Weighted average common shares:
Basic		465,354,754			53,273,743							680,342,974
Diluted		466,280,938			53,574,690							681,269,158

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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UNAUDITED PRO FORMA CONDENSED COMBINED INCOME STATEMENT

For the Year Ended December 31, 2021

(in millions, except share data)	Historical NYCB		Historical Flagstar			Transaction Accounting Adjustments			Notes	Pro Forma Consolidated
Interest income
Mortgage & other loans		1,525		764			109		O		2,398
Securities and money market investments		164		46			45		P		255
Total interest income		1,689		810			154				2,653
Interest expense
Deposits		114		32			30		Q		176
Borrowed funds		286		31			3		R		320
Total interest expense		400		63			33				496
Net interest income		1,289		747			121				2,157
Provision for credit losses (benefit)		3		(112	)		117		S		8
Net interest income after provision for credit losses		1,286		859			4				2,149
Non-interest Income
Mortgage banking income		0		655							655
Fee income		23		176							199
Bank-owned life insurance		29		0							29
Net (loss) gain on securities		0		0							0
Other		9		213							222
Bargain purchase gain		0		0			165		T		165
Total non-interest income		61		1,044			165				1,270
Non-interest expense
Compensation, commissions and benefits		303		728							1,031
Occupancy and equipment		88		188							276
General and administrative		127		267							394
Merger-related-expenses		23		19			105		U		147
Amortization of core deposit intangibles		0		11			53		V		64
Total non-interest expense		541		1,213			158				1,912
Income before income taxes		806		690			11				1,507
Income tax expense		210		157			(42	)	W		325
Net income		596		533			53				1,182
Preferred stock dividends		33		0			0				33
Net income available to common shareholders		563		533			53				1,149
Basic earnings per common share	$	1.20	$	10.10						$	1.69
Diluted earnings per share	$	1.20	$	9.96						$	1.69
Dividends declared per common share	$	0.68	$	0.24						$	0.68
Weighted average common shares:
Basic		463,865,661		52,792,931							678,853,881
Diluted		464,632,719		53,519,086							679,620,939

See accompanying Notes to Unaudited Pro Forma Condensed Combined Financial Information.

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NOTES TO THE UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL INFORMATION

Note 1. Basis of Presentation

The accompanying unaudited pro forma condensed combined financial information and related notes were prepared in accordance with Article 11 of Regulation S-X. The unaudited pro forma condensed combined income statement for the nine months ended September 30, 2022 and for the year ended December 31, 2021 combine the historical consolidated income statement of NYCB and Flagstar, each giving effect to the merger as if it had been completed on January 1, 2022 and January 1, 2021, respectively. The accompanying unaudited pro forma condensed combined balance sheet as of September 30, 2022 combines the historical consolidated balance sheets of NYCB and Flagstar, giving effect to the merger as if it had been completed on September 30, 2022.

The unaudited pro forma condensed combined financial information and explanatory notes have been prepared to illustrate the effects of the merger involving NYCB and Flagstar under the acquisition method of accounting with NYCB treated as the acquirer. The unaudited pro forma condensed combined financial information is presented for illustrative purposes only and does not necessarily indicate the financial results of the combined company had the companies actually been combined at the beginning of each period presented, nor does it necessarily indicate the results of operations in future periods or the future financial position of NYCB. Under the acquisition method of accounting, the assets and liabilities of Flagstar, as of the effective time, will be recorded by NYCB at their respective fair values, and the excess of the merger consideration over the fair value of Flagstar’s net assets will be allocated to goodwill.

The merger provides for Flagstar shareholders to receive 4.0151 shares of NYCB common stock for each share of Flagstar common stock they held immediately prior to the merger. Based on the closing trading price of $9.35 for shares of NYCB common stock on November 30, 2022, the value of the merger consideration per share of Flagstar common stock was approximately $37.54.

The pro forma allocation of the purchase price reflected in the unaudited pro forma condensed combined financial information is subject to adjustment and may vary from the actual purchase price allocation that will be recorded after the merger is completed. Adjustments may include, but are not be limited to, changes in (i) Flagstar’s balance sheet through the effective time; (ii) the aggregate value of merger consideration paid if the number of shares of Flagstar common stock outstanding at the time of the merger varies from the number of shares outstanding as of September 30, 2022; (iii) total merger-related expenses if consummation and/or implementation costs vary from currently estimated amounts; and (iv) the underlying values of assets and liabilities if market conditions differ from current assumptions.

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The accounting policies of both NYCB and Flagstar are in the process of being reviewed in detail. Upon completion of such review, additional conforming adjustments or financial statement reclassification may be necessary.

Note 2. Preliminary Purchase Price Allocation

The following table summarizes the determination of the purchase price consideration:

(Dollars in millions, except per share data, shares in thousands)	Amount
Flagstar common shares as of 11/30/22		53,347
Flagstar equity award plans as 11/30/22		198
Total shares of Flagstar		53,545
Exchange ratio		4.0151
NYCB shares issued		214,988
Price per share of NYCB common stock	$	9.35
Total pro forma purchase price consideration		2,010
Preliminary goodwill/(bargain purchase gain)		(165	)
Purchase price consideration
(dollars in millions)
Purchase price consideration		2,010
Fair value of assets acquired:
Cash & due from Banks		313
Interest bearing deposits		105
Available-for-sale securities		2,614
Held-to-maturity securities		159
Loans held for sale		1,830
Loans with government guarantees		1,312
Loan and leases held for investment		15,321
Mortgage servicing rights		1,011
FHLB stock		329
Premises and equipment		362
Bank owned life insurance		372
Intangible assets		292
Other assets		1,166
Total assets acquired		25,186
Fair value of liabilities assumed:
Deposits		16,632
Wholesale Borrowings		4,450
Other Debt		430
Other Liabilities		1,499
Total liabilities assumed		23,011
Fair value of net assets acquired		2,175
Preliminary goodwill/(bargain purchase gain)		(165	)

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Note 3—Pro Forma Merger Adjustments

The following pro forma adjustments have been reflected in the unaudited pro forma condensed combined financial information. All taxable adjustments were calculated using a 27% tax rate to arrive at deferred tax asset or liability adjustments. All adjustments are based on current assumptions and valuations, which are subject to change.

Balance Sheet

(Dollars in millions)

A. Adjustments to investment securities to reflect estimated acquired fair value
Estimated fair value of the acquired investment securities classified as available-for-sale	$	(13	)
B. Adjustments to loans, net of unearned income
Loans with government guarantees:
Estimate of fair value related to current interest rates and liquidity	$	(58	)
Loans and Leases:
Estimate of fair value related to current interest rates and liquidity		(472	)
Gross up of PCD loans for credit mark-See C below for allowance for credit loss		51
	$	(421	)
C. Adjustments to allowance for credit losses
To reflect elimination of Flagstar allowance for credit losses on loans	$	126
Establishment of the Allowance for Credit Losses (ACL) for PCD loans estimated lifetime losses		(51	)
Establishment of the ACL for non-PCD loans estimated lifetime losses		(117	)
		(42	)
D. Adjustments to mortgage servicing
To reflect fair value of mortgage servicing rights		(15	)
E. Adjustments to premises and equipment
To reflect the fair value of acquired premises and equipment		8
F. Adjustments to goodwill and other intangible assets
To reflect elimination of Flagstar’s goodwill and other intangibles	$	(140	)
To record the estimated fair value of acquired identifiable intangible assets related to Flagstar’s non-time deposits, based on third-party estimates. The acquired core deposit intangible is assumed to be amortized over 10 years using the sum-of-the-years-digits method		292
	$	152
G. Adjustments to other assets
Total deferred taxes at NYCB’s at assumed rate of 27%	$	15

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H. Adjustment to deposits
To reflect estimated fair value at merger date based on current market rates for similar products.	$	41
I. Adjustment to borrowed funds
To reflect estimated fair value of wholesale borrowings at merger date based on current market rates for similar products.		—
To reflect estimated fair value of subordinated and preferred trust notes at the merger date based on current market rates for similar products.		40
J. Adjustments to other liabilities
Merger related expenses necessary to close the transaction are estimated at $105 million, which includes a $25 million contribution to the Flagstar Foundation	$	105
To reflect fair value of other liabilities		(2	)
	$	103
K. Adjustments to common stock
To reflect elimination of Flagstar common stock	$	(1	)
To reflect issuance of NYCB common stock to in connection with the acquisition		2
	$	1
L. Adjustments to paid-in capital in excess of par
To reflect elimination of Flagstar’s paid-in capital in excess of par	$	(1,361	)
To reflect issuance of NYCB common stock in excess of par value		2,009
	$	648
M. Adjustment to retained earnings
To reflect elimination of Flagstar’s retained earnings	$	(1,503	)
Adjustment to reflect preliminary estimate of bargain gain from business combination		165
Net impact to retained earnings of Flagstar’s one-time transaction costs, purchase accounting adjustments and the establishment of the allowance for credit losses		(118	)
	$	(1,456	)
N. Adjustment to accumulated other comprehensive loss, net of tax
To reflect elimination of Flagstar’s accumulated other comprehensive income	$	249

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Note 4. Pro Forma Merger Adjustments to the Unaudited Pro Forma Condensed Combined Income Statements

Income Statement

(Dollars in millions)

	Nine Months Ended September 30, 2022		Year Ended December 31, 2021
O. Adjustment to loan interest income
To reflect accretion of loan discount from estimated value adjustments over the estimated remaining terms to maturity of the loans	$	82	$	109
P. Adjustment to securities interest income
To reflect accretion of investment securities discount from estimated fair value adjustment	$	34	$	45
Q. Adjustment to deposit interest expense
To reflect amortization of deposit premium resulting from deposit estimated fair value adjustment over the remaining terms to maturity of the deposits	$	23	$	30
R. Adjustment to borrowed funds interest expense
To reflect amortization of borrowed funds premium resulting from borrowed funds fair value adjustment	$	2	$	3
S. Adjustment for the provision for credit losses
To reflect the increase in the provision for credit losses for non-PCD loans estimated lifetime losses			$	117
T. Bargain Purchase Gain
To reflect the bargain purchase gain which is non-taxable.			$	165

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U. Merger costs
Merger related expenses necessary to close the transaction are estimated at $105 million, which includes a $25 million contribution to the Flagstar Foundation.			$	105
V. Adjustment to amortization of core deposit intangibles
To reflect amortization of acquired identifiable intangible assets based on amortization period of 10 years and using the sum-of-the-years-digits method of amortization	$	40	$	53
W. Adjustment to income tax expense
To reflect the income tax effect of pro forma adjustments for the periods	$	14	$	(42	)

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