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Actionable news in AF: ASTORIA FINANCIAL Corp,

Prospectuses and communications, business combinations

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Filed by New York Community Bancorp, Inc.

Pursuant to Rule 425

under the Securities Act of 1933 and

deemed filed pursuant to Rule 14a-12 under

the Securities Exchange Act of 1934

Subject Company: Astoria Financial Corporation (Commission File No.: 1-11967)

The following is a transcript of an investor call that took place on October 29, 2015. This transcript was prepared by a third party and has not been independently verified by New York Community Bancorp, Inc. and may contain errors.

Cautionary Statements Regarding Forward-Looking Information

The information presented herein, on the related conference call, and in other related communications, may contain certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These statements include, but are not limited to, the expected completion date, financial benefits, and other effects of the proposed merger of New York Community Bancorp, Inc. (New York Community) and Astoria Financial Corporation (Astoria).

Forward-looking statements can be identified by the use of the words anticipate, expect, intend, estimate, target, and words of similar import. Forward-looking statements are not historical facts but instead express only managements beliefs regarding future results or events, many of which, by their nature, are inherently uncertain and outside of the managements control. It is possible that actual results and outcomes may differ, possibly materially, from the anticipated results or outcomes indicated in these forward-looking statements.

Factors that may cause such a difference include, but are not limited to, the reaction to the transaction of the companies customers, employees, and counterparties; customer disintermediation; inflation; expected synergies, cost savings and other financial benefits of the proposed transaction might not be realized within the expected timeframes or might be less than projected; the requisite stockholder and regulatory approvals for the proposed transaction might not be obtained; credit and interest rate risks associated with New York Communitys and Astorias respective businesses, customers, borrowings, repayment, investment, and deposit practices, and general economic conditions, either nationally or in the market areas in which New York Community and Astoria operate or anticipate doing business, are less favorable than expected; new regulatory or legal requirements or obligations; and other risks and important factors that could affect New York Communitys and Astorias future results are identified in their Annual Reports on Form 10-K for the year ended December 31, 2014 and other reports filed with the Securities and Exchange Commission (SEC).

Forward-looking statements are made only as of the date of this presentation, and neither New York Community nor Astoria undertakes any obligation to update any forward-looking statements contained in this presentation to reflect events or conditions after the date hereof.

Important Additional Information

This communication is being made in respect of the proposed merger transaction involving New York Community and Astoria. New York Community intends to file a registration statement on Form S-4 with the SEC, which will include a joint proxy statement of Astoria and New York Community and a prospectus of New York Community, and each party will file other documents regarding the proposed transaction with the SEC. A definitive joint proxy statement/ prospectus will also be sent to Astoria and New York Community stockholders seeking any required stockholder approvals. Before making any voting or investment decision, investors and security holders of Astoria and New York Community are urged to carefully read the entire registration statement and joint proxy statement/ prospectus, when they become available, as well as any amendments or supplements to these documents, because they will contain important information about the proposed transaction. The documents filed by New York Community and Astoria with the SEC may be obtained free of charge at the SECs website at www.sec.gov. In addition, the documents filed by New York Community may be obtained free of charge at its website at http://ir.mynycb.com/ and the documents filed by Astoria may be obtained free of charge at Astorias website at http://ir.astoriabank.com/. Alternatively, these documents, when available, can be obtained free of charge from New York Community upon written request to New York Community Bancorp, Inc., Attn: Corporate Secretary, 615 Merrick Avenue, Westbury, New York 11590 or by calling (516) 683-4420, or from Astoria upon written request to Astoria Financial Corporation, Attn: Monte N. Redman, President, One Astoria Bank Plaza, Lake Success, New York 11042 or by calling (516) 327-3000.

New York Community, Astoria, their directors, executive officers, and certain other persons may be deemed to be participants in the solicitation of proxies from New York Communitys and Astorias stockholders in favor of the approval of the merger. Information about the directors and executive officers of New York Community and their ownership of its common stock is set forth in the proxy statement for New York Communitys 2015 annual meeting of stockholders, as previously filed with the SEC on April 24, 2015. Information about the directors and executive officers of Astoria and their ownership of its common stock is set forth in the proxy statement for Astorias 2015 annual meeting of stockholders, as previously filed with the SEC on April 17, 2015. Stockholders may obtain additional information regarding the interests of such participants by reading the registration statement and the proxy statement/prospectus when they become available.

C: Ilene Angarola; New York Community Bancorp; Director of IR

C: Joseph Ficalora; New York Community Bancorp; President and CEO

C: Monte Redman; Astoria Financial Corporation; President and CEO

P: Ken Zerbe; Morgan Stanley; Analyst

C: Thomas Cangemi; New York Community Bancorp; CFO

P: Peter Winter; Sterne, Agee & Leach; Analyst

P: Collyn Gilbert; Keefe, Bruyette & Woods; Analyst

P: William Wallace; Raymond James & Associates; Analyst

P: Matthew Kelley; Piper Jaffray & Co.; Analyst

P: Steven Alexopoulos; JPMorgan; Analyst

P: David Darst; Guggenheim Securities; Analyst

P: Bob Ramsey; FBR & Co.; Analyst

P: Operator;;

+++ presentation

Operator^ Good day, ladies and gentlemen, and welcome to the New York Community Bancorp and (inaudible) merger call. At this time I would like to introduce your host for todays call, Ilene Angarola, Director of Investor Relations.

Ilene Angarola^ Thank you, Eric, and this is the New York Community Bancorp Inc. and Astoria Financial Corporation merger conference call. I would like to say good morning and thank you all for joining the management teams of New York Community Bancorp and Astoria Financial as they discuss the merger agreement we announced earlier today.

Joining us on this mornings call from New York Community Bancorp are our President and Chief Executive Officer, Joseph R. Ficalora; our Chief Financial Officer, Thomas Cangemi; our Chief Accounting Officer, John Pinto; and our Chief Operating Officer, Robert Wann. Also with us on the call is Astorias President and Chief Executive Officer, Monte N. Redman.

In addition to discussing the merger, Mr. Ficalora and Mr. Cangemi will discuss the other value and capital enhancing actions that were noted in this mornings announcement including the repositioning of wholesale borrowing and the related follow-on common stock offering. Following Mr. Ficalora and Mr. Redmans introductory comments, Mr. Ficalora and Mr. Cangemi will take you through the PowerPoint presentation that was posted to the Companys website earlier today. Upon conclusion of the presentation which may found on the investor relations websites of both companies, the lines will be open for Q&A.

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