STERLING BANCORP (Form: 10-Q, Received: 08/07/2015 18:00:48)

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Accelerated Filer

Non-Accelerated Filer

Smaller Reporting Company

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, 2015



	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: 001-35385

______________________________

STERLING BANCORP

(Exact Name of Registrant as Specified in its Charter)

______________________________



Delaware		80-0091851
(State or Other Jurisdiction of		(IRS Employer ID No.)
Incorporation or Organization)

400 Rella Boulevard, Montebello, New York		10901
(Address of Principal Executive Office)		(Zip Code)

(845) 369-8040

(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 twelve 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 website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T 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, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):

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		Shares Outstanding as of August 6, 2015
$0.01 per share		129,727,255

STERLING BANCORP AND SUBSIDIARIES

FORM 10-Q TABLE OF CONTENTS

QUARTERLY PERIOD ENDED JUNE 30, 2015



	PART I. FINANCIAL INFORMATION
Item 1.	Consolidated Balance Sheets	3
	Consolidated Statements of Operations (unaudited) for the three months and six months ended June 30, 2015 and 2014	4
	Consolidated Statements of Comprehensive Income (unaudited) for the three months and six months ended June 30, 2015 and 2014	5
	Consolidated Statements of Changes in Stockholders’ Equity (unaudited) for the six months ended June 30, 2015 and 2014	6
	Consolidated Statements of Cash Flows (unaudited) for the six months ended June 30, 2015 and 2014	7
	Notes to Consolidated Financial Statements (unaudited)	10

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	49

Item 3.	Quantitative and Qualitative Disclosures about Market Risk	72

Item 4.	Controls and Procedures	73

	PART II. OTHER INFORMATION
Item 1.	Legal Proceedings	74

Item 1A.	Risk Factors	74

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	74

Item 3.	Defaults Upon Senior Securities	74

Item 4.	Mine Safety Disclosures	74

Item 5.	Other Information	74

Item 6.	Exhibits	74

	Signatures	74

Table of Contents

STERLING BANCORP AND SUBSIDIARIES

Consolidated Balance Sheets (unaudited)

(Dollars in thousands, except share and per share data)



	June 30,			December 31,
	2015			2014
ASSETS:
Cash and due from banks	$	362,856		$	121,520
Federal funds sold	3,571			—
Total cash and cash equivalents	366,427			121,520
Securities:
Available for sale, at fair value	2,081,414			1,140,846
Held to maturity, at amortized cost (fair value of $595,648 and $586,346, at June 30, 2015 and December 31, 2014, respectively)	585,196			572,337
Total securities	2,666,610			1,713,183
Loans held for sale	73,523			46,599
Portfolio loans	7,235,587			4,815,641
Allowance for loan losses	(44,317		)	(42,374		)
Portfolio loans, net	7,191,270			4,773,267
Federal Home Loan Bank (“FHLB”) and Federal Reserve Bank (“FRB”) stock, at cost	74,233			75,437
Accrued interest receivable	29,015			19,301
Premises and equipment, net	63,555			46,156
Goodwill	669,590			388,926
Core deposit and other intangible assets	84,309			43,332
Bank owned life insurance	196,629			150,522
Other real estate owned	9,575			5,867
Other assets	141,646			40,712
Total assets	$	11,566,382		$	7,424,822
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES:
Deposits	$	8,836,161		$	5,212,325
FHLB borrowings	777,047			1,003,209
Other borrowings (repurchase agreements)	39,181			9,846
Senior notes	98,693			98,498
Mortgage escrow funds	12,142			4,167
Other liabilities	180,048			121,577
Total liabilities	9,943,272			6,449,622
Commitments and Contingent liabilities (See Note 15.)
STOCKHOLDERS’ EQUITY:
Preferred stock (par value $0.01 per share; 10,000,000 shares authorized; none issued or outstanding)	—			—
Common stock (par value $0.01 per share; 190,000,000 shares authorized; 136,671,178 shares and 91,246,024 shares issued at June 30, 2015 and December 31, 2014; 129,709,834 and 83,927,572 shares outstanding at June 30, 2015 and December 31, 2014, respectively)	1,367			912
Additional paid-in capital	1,507,837			858,489
Treasury stock, at cost (6,961,344 shares at June 30, 2015 and 7,318,452 at December 31, 2014)	(78,972		)	(82,908		)
Retained earnings	206,079			208,958
Accumulated other comprehensive (loss), net of tax (benefit) of ($9,757) at June 30, 2015 and ($7,576) at December 31, 2014	(13,201		)	(10,251		)
Total stockholders’ equity	1,623,110			975,200
Total liabilities and stockholders’ equity	$	11,566,382		$	7,424,822

See accompanying notes to consolidated financial statements.

Table of Contents

STERLING BANCORP AND SUBSIDIARIES

Consolidated Statements of Operations (unaudited)

(Dollars in thousands, except per share data)



	Three months ended						Six months ended
	June 30,						June 30,
	2015			2014			2015		2014
Interest and dividend income:
Loans and loan fees	$	59,744		$	54,189		$	115,015	$	104,501
Securities taxable	8,423			8,005			16,054		15,578
Securities non-taxable	2,900			2,751			5,768		5,425
Other earning assets	880			816			1,782		1,582
Total interest and dividend income	71,947			65,761			138,619		127,086
Interest expense:
Deposits	3,359			2,319			6,452		4,713
Borrowings	5,014			4,991			9,728		9,894
Total interest expense	8,373			7,310			16,180		14,607
Net interest income	63,574			58,451			122,439		112,479
Provision for loan losses	3,100			5,950			5,200		10,750
Net interest income after provision for loan losses	60,474			52,501			117,239		101,729
Non-interest income:
Accounts receivable management / factoring commissions and other fees	4,435			3,613			7,937		7,113
Mortgage banking income	2,530			1,927			5,687		4,310
Deposit fees and service charges	3,639			3,897			7,181		7,801
Net gain on sale of securities	697			1,193			2,231		1,253
Bank owned life insurance	1,074			820			2,150		1,549
Investment management fees	316			681			676		1,223
Other	1,166			1,340			2,008		2,637
Total non-interest income	13,857			13,471			27,870		25,886
Non-interest expense:
Compensation and benefits	22,667			23,381			45,833		48,644
Stock-based compensation plans	1,128			780			2,236		1,707
Occupancy and office operations	7,453			6,992			14,033		14,246
Amortization of intangible assets	1,780			2,511			3,180		5,022
FDIC insurance and regulatory assessments	1,384			1,795			2,812		3,362
Other real estate owned (income) expense, net	40			(881		)	4		(820		)
Merger-related expense	14,625			—			17,080		388
Other	36,582			10,326			46,405		19,078
Total non-interest expense	85,659			44,904			131,583		91,627
(Loss) income before income tax expense	(11,328		)	21,068			13,526		35,988
Income tax (benefit) expense	(3,682		)	6,057			4,396		10,645
Net (loss) income	$	(7,646	)	$	15,011		$	9,130	$	25,343
Weighted average common shares:
Basic	91,021,716			83,066,938			89,177,177		83,023,362
Diluted	91,021,716			83,293,023			89,564,169		83,284,381
Earnings per common share:
Basic	$	(0.08	)	$	0.18		$	0.10	$	0.30
Diluted	(0.08		)	0.18			0.10		0.30

See accompanying notes to consolidated financial statements.

Table of Contents

STERLING BANCORP AND SUBSIDIARIES

Consolidated Statements of Comprehensive Income (unaudited)

(Dollars in thousands)



	Three months ended						Six months ended
	June 30,						June 30,
	2015			2014			2015			2014
Net (loss) income	$	(7,646	)	$	15,011		$	9,130		$	25,343
Other comprehensive (loss) income, before tax:
Change in unrealized holding (losses) gains on securities available for sale	(14,473		)	12,240			(4,095		)	22,296
Accretion of net unrealized loss on securities transferred to held to maturity	285			306			824			619
Reclassification adjustment for net realized gains included in net income	(697		)	(1,193		)	(2,231		)	(1,252		)
Change in the actuarial gain (loss) of defined benefit plan and post-retirement benefit plans	169			(26		)	372			(1,327		)
Total other comprehensive (loss) income, before tax	(14,716		)	11,327			(5,130		)	20,336
Deferred tax benefit (expense) related to other comprehensive income	6,254			(4,814		)	2,180			(8,643		)
Other comprehensive (loss) income, net of tax	(8,462		)	6,513			(2,950		)	11,693
Comprehensive (loss) income	$	(16,108	)	$	21,524		$	6,180		$	37,036

See accompanying notes to consolidated financial statements.

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STERLING BANCORP AND SUBSIDIARIES

Consolidated Statements of Changes in Stockholders’ Equity

(Dollars in thousands, except per share data)



	Number of shares		Common stock		Additional paid-in capital		Unallocated ESOP shares			Treasury stock			Retained earnings			Accumulated other comprehensive (loss) income			Total stockholders’ equity
Balance at January 1, 2014	83,955,647		912		856,946		(4,993		)	(82,176		)	173,885			(19,465		)	925,109
Net income	—		—		—		—			—			25,343			—			25,343
Other comprehensive income	—		—		—		—			—			—			11,693			11,693
Stock option & other stock transactions, net	169,440		—		527		—			1,878			(386		)	—			2,019
ESOP termination and settlement	(505,717	)	—		1,054		4,993			(5,983		)	—			—			64
Restricted stock awards, net	(18,841	)	—		1,299		—			(385		)	—			—			914
Cash dividends declared ($0.14 per common share)	—		—		—		—			—			(11,709		)	—			(11,709		)
Balance at June 30, 2014	83,600,529		$	912	$	859,826	—			$	(86,666	)	$	187,133		$	(7,772	)	$	953,433

Balance at January 1, 2015	83,927,572		$	912	$	858,489	—			$	(82,908	)	$	208,958		$	(10,251	)	$	975,200
Net income	—		—		—		—			—			9,130			—			9,130
Other comprehensive (loss)	—		—		—		—			—			—			(2,950		)	(2,950		)
Common stock issued in HVB Merger	38,525,154		386		563,238		—			—			—			—			563,624
Stock option & other stock transactions, net	250,890		—		560		—			2,754			(30		)	—			3,284
Restricted stock awards, net	106,218		—		560		—			1,182			262			—			2,004
Common equity issued, net of costs of issuance	6,900,000		69		84,990		—			—			—			—			85,059
Cash dividends declared ($0.14 per common share)	—		—		—		—			—			(12,241		)	—			(12,241		)
Balance at June 30, 2015	129,709,834		$	1,367	$	1,507,837	$	—		$	(78,972	)	$	206,079		$	(13,201	)	$	1,623,110

See accompanying notes to consolidated financial statements.

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STERLING BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)



	Six months ended
	June 30,
	2015			2014
Cash flows from operating activities:
Net income	$	9,130		$	25,343
Adjustments to reconcile net income to net cash provided by operating activities:
Provisions for loan losses	5,200			10,750
(Gain) net of losses and write-downs on other real estate owned	(533		)	(1,473		)
(Gain) on redemption of Subordinated Debentures	—			(712		)
Depreciation of premises and equipment	3,222			3,343
Asset write-downs, severance and retention compensation and other restructuring charges	40,350			—
Amortization of intangibles	3,180			5,022
Amortization of low income housing tax credit	98			—
Net gain on sale of securities	(2,231		)	(1,253		)
Net gain on loans held for sale	(5,687		)	(4,310		)
(Gain) loss on sale of premises and equipment	116			—
Net amortization of premium and discount on securities	2,310			1,843
Net accretion on loans	(1,580		)	(2,975		)
Accretion of discount, amortization of premium on borrowings, net	153			(194		)
Restricted stock compensation expense	1,697			1,276
Stock option compensation expense	539			431
Originations of loans held for sale	(311,948		)	(231,982		)
Proceeds from sales of loans held for sale	334,731			240,558
Increase in cash surrender value of BOLI	(2,150		)	(1,659		)
Deferred income tax (benefit)	(567		)	(99		)
Other adjustments (principally net changes in other assets and other liabilities)	(58,325		)	4,906
Net cash provided by operating activities	17,705			48,815
Cash flows from investing activities:
Purchases of securities:
Available for sale	(541,938		)	(291,965		)
Held to maturity	(44,813		)	(97,749		)
Proceeds from maturities, calls and other principal payments on securities:
Available for sale	52,583			76,388
Held to maturity	19,626			13,832
Proceeds from sales of securities available for sale	202,433			230,306
Loan originations, net	(679,008		)	(419,068		)
Proceeds from sale of loans held for investment	44,020			—
Redemption (purchases) of FHLB and FRB stock, net	7,034			(31,202		)
Proceeds from sales of other real estate owned	1,129			8,807
Purchases of premises and equipment	(3,558		)	(1,704		)
Cash received from acquisitions, net	854,318			—
Net cash (used in) investing activities	(88,174		)	(512,355		)

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STERLING BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)



	Six months ended
	June 30,
	2015			2014
Cash flows from financing activities:
Net increase in transaction, savings and money market deposits	464,947			274,573
Net decrease in time deposits	(1,857		)	(92,680		)
Net decrease in short-term FHLB borrowings	(26,000		)	230,000
Advances of term FHLB borrowings	80,000			230,000
Repayments of term FHLB borrowings	(280,120		)	(30,648		)
Repayment of other term borrowings	—			(37,977		)
Repayment of debt assumed in acquisition	(4,485		)	—
Net increase in repurchase agreements and other short-term borrowings	3,969			—
Redemption of Subordinated Debentures	—			(26,140		)
Net increase (decrease) in mortgage escrow funds	3,359			(9,480		)
Proceeds from stock option exercises	2,745			1,448
Equity capital raise, net of costs of issuance	85,059			—
Cash dividends paid	(12,241		)	(11,709		)
Net cash provided by financing activities	315,376			527,387
Net increase in cash and cash equivalents	244,907			63,847
Cash and cash equivalents at beginning of period	121,520			152,662
Cash and cash equivalents at end of period	$	366,427		$	216,509
Supplemental cash flow information:
Interest payments	$	16,745		$	14,621
Income tax payments	30,990			4,042
Real estate acquired in settlement of loans	4,304			600
Unsettled securities transactions	39,777			250
Loans transfered from held for investment to held for sale	44,020			—

Acquisitions:
Non-cash assets acquired:
Securities available for sale	$	710,230		$	—
Securities held to maturity	3,611			—
Total loans, net	1,814,826			—
FHLB stock	5,830			—
Accrued interest receivable	7,392			—
Goodwill	280,579			—
Customer list	8,950			—
Core deposit intangibles	33,839			—
Bank owned life insurance	44,231			—
Premises and equipment, net	17,063			—
Other real estate owned	222			—
Other assets	25,871			—
Total non-cash assets acquired	2,952,644			—

Table of Contents

STERLING BANCORP AND SUBSIDIARIES

Consolidated Statements of Cash Flows (unaudited)

(Dollars in thousands)



	Six months ended
	June 30,
	2015			2014

Liabilities assumed:
Deposits	3,160,746			—
Escrow deposits	4,616			—
Other borrowings	25,366			—
Other liabilities	50,181			—
Total liabilities assumed	$	3,240,909		$	—

Net non-cash assets acquired	$	(288,265	)	$	—
Cash and cash equivalents received in acquisitions	879,240			—
Total consideration paid	$	590,975		$	—

The Company completed the acquisition of Damian Services Corporation on February 27, 2015 and the acquisition of Hudson Valley Holding Corp. on June 30, 2015. These transactions are included in the acquisitions portion of the statement of cash flows for the six months ended June 30, 2015. See Note 2. “Acquisitions” for additional information regarding acquisitions.

See accompanying notes to consolidated financial statements.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(1) Basis of Financial Statement Presentation

Merger with Hudson Valley Holding Corp.

On June 30, 2015, Hudson Valley Holding Corp. (“HVHC”) merged with and into Sterling Bancorp. In connection with the merger, Hudson Valley Bank, the principal subsidiary of HVHC, also merged with and into Sterling National Bank. We refer to the merger with HVHC as the “HVB Merger.”

Merger with Sterling Bancorp

On October 31, 2013 , Provident New York Bancorp (“Legacy Provident”) merged with Sterling Bancorp (“Legacy Sterling”). In connection with the merger, the following corporate actions occurred:


•	Legacy Sterling merged with and into Legacy Provident. Legacy Provident was the accounting acquirer and the surviving entity.


•	Legacy Provident changed its legal entity name to Sterling Bancorp (“Sterling” or the “Company”).


•	Sterling National Bank merged into Provident Bank.


•	Provident Bank changed its legal entity name to Sterling National Bank.

We refer to the merger with Legacy Sterling as the “Provident Merger.”

Change in Fiscal Year End

On January 27, 2015, the Board of Directors amended the Company’s bylaws to change the fiscal year end from September 30 to December 31.

Nature of Operations and Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Sterling; STL Holdings, Inc. (formerly PBNY Holdings, Inc.), which has an investment in Sterling Silver Title Agency L.P. (formerly PB Madison Title Agency L.P.), a company that provides title searches and title insurance for residential and commercial real estate; Sterling Risk Management, Inc. (formerly Provident Risk Management, Inc.), and HVHC Risk Management Corp. (a legacy HVHC company that was merged into Sterling Risk Management on June 30, 2015) which are captive insurance companies); Sterling National Bank (the “Bank”); and the Bank’s wholly-owned subsidiaries. These subsidiaries included at June 30, 2015 : (i) Sterling REIT, Inc., and Grassy Sprain Real Estate Holding which are real estate investment trusts that hold a portion of the Company’s real estate loans; (ii) Provest Services Corp. I, which has invested in a low-income housing partnership; (iii) Provest Services Corp. II, which has engaged a third-party provider to sell mutual funds and annuities to the Bank’s customers; and (iv) several limited liability companies, which hold other real estate owned. Intercompany transactions and balances are eliminated in consolidation.

The consolidated financial statements have been prepared by management and, in the opinion of management, include all adjustments, consisting of normal recurring accruals, necessary for a fair presentation of the Company’s financial position and results of its operations as of the dates and for the periods presented. Although certain information and footnote disclosures have been condensed or omitted pursuant to the rules and regulations of the United States Securities and Exchange Commission applicable to quarterly reports on Form 10-Q, the Company believes that the disclosures are adequate to make the information presented clear. The results of operations for the three months and six months ended June 30, 2015 are not necessarily indicative of results to be expected for other interim periods or the entire calendar year ending December 31, 2015 . The unaudited consolidated financial statements presented herein should be read in conjunction with the audited financial statements included in the Company’s Transition Report on Form 10-K filed March 6, 2015 .

The consolidated financial statements have been prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”). In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets, liabilities, income and expense. Actual results could differ significantly from these estimates.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(2) Acquisitions

HVB Merger

On June 30, 2015 , the Company completed the HVB Merger. Under the terms of the HVB Merger agreement, HVHC shareholders received 1.92 shares of the Company’s common stock for each share of HVHC common stock, which resulted in the issuance of 38,525,154 shares. Based on the Company’s closing stock price of $14.63 per share on June 29, 2015, the aggregate consideration paid to HVHC shareholders was $566,307 , which, in accordance with the HVB Merger agreement also included the in-the-money cash value of outstanding HVHC stock options, the fair value of outstanding HVHC restricted stock awards and cash in lieu of fractional shares. Consistent with the Company’s strategy, the primary reason for the HVB Merger was the expansion of the Company’s geographic footprint in the greater New York metropolitan region and beyond.

The assets acquired and liabilities assumed have been accounted for under the acquisition method of accounting. The assets and liabilities, both tangible and intangible, were recorded at their fair values as of June 30, 2015 based on management’s best estimate using the information available as of the HVB Merger date. The application of the acquisition method of accounting resulted in the recognition of goodwill of $268,648 and a core deposit intangible of $33,839 . As of June 30, 2015 , HVHC had assets with a net book value of approximately $288,208 , including loans with a net book value of approximately $1,816,767 , and deposits with a net book value of approximately $3,160,746 . The table below summarizes the amounts recognized as of the HVB Merger date for each major class of assets acquired and liabilities assumed, the estimated fair value adjustments and the amounts recorded in the Company’s financial statements at fair value at the HVB Merger date:



Consideration paid through Sterling Bancorp common stock issued to HVHC shareholders	$	566,307



	HVHC net book value			Fair value adjustments				As recorded at acquisition
Cash and cash equivalents	$	878,988		$	—			$	878,988
Investment securities	713,625			217			(a)	713,842
Loans	1,816,767			(24,248		)	(b)	1,792,519
Federal Reserve Bank stock	5,830			—				5,830
Bank owned life insurance	44,231			—				44,231
Premises and equipment	11,918			4,925			(c)	16,843
Accrued interest receivable	7,392			—				7,392
Core deposits and other intangibles	—			33,839			(d)	33,839
Other real estate owned	222			—				222
Other assets	32,639			(6,822		)	(e)	25,817
Deposits	(3,160,746		)	—				(3,160,746		)
Other borrowings	(25,366		)	—				(25,366		)
Other liabilities	(37,292		)	1,540			(f)	(35,752		)
Total identifiable net assets	$	288,208		$	9,451			$	297,659

Goodwill recorded in the HVB Merger								$	268,648

Explanation of certain fair value related adjustments:


(a)	Represents the fair value adjustment on investment securities held to maturity.


(b)	Represents the elimination of HVHC ’ s allowance for loan losses and an adjustment of the net book value of loans to estimated fair value, which includes an interest rate mark and credit mark adjustment.


(c)	Represents an adjustment to reflect the fair value of HVHC owned real estate as determined by independent appraisals, which will be amortized on a straight-line basis over the estimated useful lives of the individual assets.


(d)	Represents intangible assets recorded to reflect the fair value of core deposits. The core deposit asset was recorded as an identifiable intangible asset and will be amortized on an accelerated basis over the estimated average life of the deposit base.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)


(e)	Represents an adjustment in net deferred tax assets resulting from the fair value adjustments related to the acquired assets, liabilities assumed and identifiable intangibles recorded.


(f)	Represents the elimination of HVHC’s deferred rent liability.

The fair values for loans acquired from HVB were estimated using cash flow projections based on the remaining maturity and repricing terms. Cash flows were adjusted by estimating future credit losses and the rate of prepayments. Projected monthly cash flows were then discounted to present value using a risk-adjusted market rate for similar loans. For collateral dependent loans with deteriorated credit quality, fair value was estimated by analyzing the value of the underlying collateral, assuming the fair values of the loans were derived from the eventual sale of the collateral. These values were discounted using market derived rates of return, with consideration given to the period of time and costs associated with the foreclosure and disposition of the collateral. There was no carryover of HVHC’s allowance for loan losses associated with the loans that were acquired, as the loans were initially recorded at fair value on the date of the HVB Merger.

Acquired loan portfolio data in the HVB Merger is presented below:



	Fair value of acquired loans at acquisition date		Gross contractual amounts receivable at acquisition date		Best estimate at acquisition date of contractual cash flows not expected to be collected
Acquired loans with evidence of deterioration since origination	$	96,973	$	122,104	$	19,024
Acquired loans with no evidence of deterioration since origination	1,695,546		1,974,740		37,520

The core deposit intangible asset recognized is being amortized over its estimated useful life of approximately 10 years utilizing the sum-of-the-years method. Other intangibles consist of below market rents which are amortized over the remaining life of each lease using the straight-line method.

Goodwill is not amortized for book purposes; however, it is reviewed at least annually for impairment and is not deductible for tax purposes.

The fair value of land, buildings and equipment was estimated using appraisals. Buildings will be amortized over their estimated useful lives of approximately 30 years. Improvements and equipment will be amortized or depreciated over their estimated useful lives ranging from one to five years.

The fair value of retail demand and interest bearing deposit accounts was assumed to approximate the carrying value as these accounts have no stated maturity and are payable on demand. The fair value of time deposits was estimated by discounting the contractual future cash flows using market rates offered for time deposits of similar remaining maturities. Management concluded the carrying value was an appropriate estimate of fair value for these deposits.

Direct acquisition and other charges incurred in connection with the HVB Merger were expensed as incurred and totaled $14,381 for the three months and six months ended June 30, 2015. These expenses were recorded in Merger-related expenses on the consolidated statement of operations. Other integration costs of the HVB Merger for the three months and six months ended June 30, 2015 included a charge for asset write-downs, information technology services and other contract terminations, employee retention and severance compensation and impairment of leases and facilities which totaled $28,055 , which was recorded in other non-interest expense in the consolidated statement of operations.

The table on page 13 presents selected unaudited pro forma financial information reflecting the HVB Merger assuming it was completed as of January 1, 2014. The unaudited pro forma financial information is presented for illustrative purposes only and is not necessarily indicative of the financial results of the combined companies had the HVB Merger actually been completed at the beginning of the periods presented, nor does it indicate future results for any other interim or full fiscal year period. Pro forma basic and diluted earnings per common share were calculated using the Company’s actual weighted average shares outstanding for the periods presented, plus the incremental shares issued, assuming the HVB Merger occurred at the beginning of the periods presented. The unaudited pro forma information is based on the actual financial statements of the Company for the periods presented, and on the actual financial statements of HVHC for the 2014 period presented and in 2015 until the date of the HVB Merger, at which time HVHC’s results of operations were included in the Company’s financial statements.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The unaudited pro forma information, for the six months ended June 30, 2015 and 2014 , set forth below reflects adjustments related to (a) purchase accounting fair value adjustments; (b) amortization of core deposit and other intangibles; and (c) adjustments to interest income and expense due to amortization of premiums and accretion of discounts. Direct Merger-related expenses and charges incurred in the six months ended June 30, 2015 to write-down assets and accrue for retention and severance compensation are assumed to have occurred prior to January 1, 2014. Furthermore, the unaudited pro forma information does not reflect management’s estimate of any revenue enhancement opportunities or anticipated potential cost savings.



	Pro forma for the
	six months ended June 30,
	2015		2014
Net interest income	$	170,899	$	157,504
Non-interest income	31,803		32,296
Non-interest expense	131,276		138,856
Net income	43,948		28,093

Pro forma earnings per share from continuing operations:
Basic	$	0.34	$	0.23
Diluted	0.34		0.23

Damian Acquisition

On February 27, 2015 , the Bank acquired 100% of the outstanding common stock of Damian Services Corporation (“Damian”) for total consideration of $24,670 in cash. Damian is a payroll services provider located in Chicago, Illinois. In connection with the acquisition, the Bank acquired $22,307 of outstanding payroll finance loans and assumed $14,560 of liabilities. The Bank recognized a customer list intangible asset of $8,950 that is being amortized over its 16 year estimated life, and $11,930 of goodwill. The Bank also recognized a $1,500 restructuring charge consisting mainly of retention and severance compensation and asset write-downs related to the consolidation of Damian’s operations, and approximately $300 of legal fees.

FCC Acquisition

On May 7, 2015, the Bank acquired a factoring portfolio from FCC, LLC, a subsidiary of First Capital Holdings, Inc. (“FCC”), with an outstanding factoring receivables balance of approximately $44,500 . The total consideration included a premium of $1,000 in addition to the outstanding receivables balance.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(3) Securities

A summary of amortized cost and estimated fair value of our securities is presented below:



	June 30, 2015
	Available for Sale									Held to Maturity
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrecognized gains		Gross unrecognized losses			Fair value
Residential MBS:
Agency-backed	$	1,095,267	$	3,240	$	(3,955	)	$	1,094,552	$	141,579	$	2,624	$	(412	)	$	143,791
CMO/Other MBS	236,933		181		(704		)	236,410		54,853		195		(216		)	54,832
Total residential MBS	1,332,200		3,421		(4,659		)	1,330,962		196,432		2,819		(628		)	198,623
Other securities:
Federal agencies	178,810		6		(756		)	178,060		117,909		3,438		(549		)	120,798
Corporate	330,326		636		(4,661		)	326,301		15,000		25		—			15,025
State and municipal	197,674		2,039		(457		)	199,256		250,855		5,653		(611		)	255,897
Trust preferred	37,694		659		(299		)	38,054		—		—		—			—
Other	8,781		—		—			8,781		5,000		305		—			5,305
Total other securities	753,285		3,340		(6,173		)	750,452		388,764		9,421		(1,160		)	397,025
Total securities	$	2,085,485	$	6,761	$	(10,832	)	$	2,081,414	$	585,196	$	12,240	$	(1,788	)	$	595,648



	December 31, 2014
	Available for Sale									Held to Maturity
	Amortized cost		Gross unrealized gains		Gross unrealized losses			Fair value		Amortized cost		Gross unrecognized gains		Gross unrecognized losses			Fair value
Residential MBS:
Agency-backed	$	528,818	$	5,398	$	(553	)	$	533,663	$	138,589	$	2,763	$	(2	)	$	141,350
CMO/Other MBS	85,619		178		(959		)	84,838		60,166		58		(564		)	59,660
Total residential MBS	614,437		5,576		(1,512		)	618,501		198,755		2,821		(566		)	201,010
Other securities:
Federal agencies	150,623		4		(3,471		)	147,156		136,618		4,328		(548		)	140,398
Corporate	206,267		319		(1,755		)	204,831		—		—		—			—
State and municipal	129,576		2,737		(248		)	132,065		231,964		7,713		(89		)	239,588
Trust preferred	37,687		652		(46		)	38,293		—		—		—			—
Other	—		—		—			—		5,000		350		—			5,350
Total other securities	524,153		3,712		(5,520		)	522,345		373,582		12,391		(637		)	385,336
Total securities	$	1,138,590	$	9,288	$	(7,032	)	$	1,140,846	$	572,337	$	15,212	$	(1,203	)	$	586,346



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The amortized cost and estimated fair value of securities at June 30, 2015 are presented below by contractual maturity. Actual maturities may differ from contractual maturities because issuers may have the right to call or prepay obligations. Residential mortgage-backed securities are shown separately since they are not due at a single maturity date.



	June 30, 2015
	Available for sale				Held to maturity
	Amortized cost		Fair value		Amortized cost		Fair value
Other securities remaining period to contractual maturity:
One year or less	$	53,495	$	53,541	$	10,437	$	10,507
One to five years	400,783		400,498		7,302		7,650
Five to ten years	251,434		248,489		235,367		239,922
Greater than ten years	47,573		47,924		135,658		138,946
Total other securities	753,285		750,452		388,764		397,025
Residential MBS	1,332,200		1,330,962		196,432		198,623
Total securities	$	2,085,485	$	2,081,414	$	585,196	$	595,648

Sales of securities for the periods indicated below were as follows:



	For the three months ended						For the six months ended
	June 30,						June 30,
	2015			2014			2015			2014
Available for sale:
Proceeds from sales	$	86,889		$	170,615		$	202,433		$	230,306
Gross realized gains	959			1,945			2,623			2,011
Gross realized losses	(262		)	(752		)	(392		)	(758		)
Income tax expense on realized net gains	227			343			725			371

At June 30, 2015 and December 31, 2014 , there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following table summarizes securities available for sale with unrealized losses, segregated by the length of time in a continuous unrealized loss position:



	Continuous unrealized loss position
	Less than 12 months					12 months or longer					Total
	Fair value		Unrealized losses			Fair value		Unrealized losses			Fair value		Unrealized losses
Available for sale
June 30, 2015
Residential MBS:
Agency-backed	$	338,921	$	(3,369	)	$	22,967	$	(586	)	$	361,888	$	(3,955	)
CMO/Other MBS	25,272		(102		)	26,373		(602		)	51,645		(704		)
Total residential MBS	364,193		(3,471		)	49,340		(1,188		)	413,533		(4,659		)
Other securities:
Federal agencies	20,776		(114		)	54,779		(642		)	75,555		(756		)
Corporate	224,363		(3,923		)	24,963		(738		)	249,326		(4,661		)
State and municipal	23,736		(369		)	3,959		(88		)	27,695		(457		)
Trust preferred	5,680		(143		)	3,790		(156		)	9,470		(299		)
Total other securities	274,555		(4,549		)	87,491		(1,624		)	362,046		(6,173		)
Total	$	638,748	$	(8,020	)	$	136,831	$	(2,812	)	$	775,579	$	(10,832	)
December 31, 2014
Residential MBS:
Agency-backed	$	17,379	$	(37	)	$	21,616	$	(516	)	$	38,995	$	(553	)
CMO/Other MBS	25,551		(206		)	43,475		(753		)	69,026		(959		)
Total residential MBS	42,930		(243		)	65,091		(1,269		)	108,021		(1,512		)
Other securities:
Federal agencies	5,959		(87		)	140,699		(3,384		)	146,658		(3,471		)
Corporate	85,055		(731		)	65,648		(1,024		)	150,703		(1,755		)
State and municipal	12,012		(68		)	11,400		(180		)	23,412		(248		)
Trust preferred	3,900		(46		)	—		—			3,900		(46		)
Total other securities	106,926		(932		)	217,747		(4,588		)	324,673		(5,520		)
Total	$	149,856	$	(1,175	)	$	282,838	$	(5,857	)	$	432,694	$	(7,032	)



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following table summarizes securities held to maturity with unrecognized losses, segregated by the length of time in a continuous unrecognized loss position:



	Continuous unrecognized loss position
	Less than 12 months					12 months or longer					Total
	Fair value		Unrecognized losses			Fair value		Unrecognized losses			Fair value		Unrecognized losses
Held to maturity
June 30, 2015
Residential MBS:
Agency-backed	$	7,435	$	(412	)	$	—	$	—		$	7,435	$	(412	)
CMO/Other MBS	16,943		(67		)	6,679		(149		)	23,622		(216		)
Total residential MBS	24,378		(479		)	6,679		(149		)	31,057		(628		)
Other securities:
Federal agencies	9,860		(140		)	14,590		(409		)	24,450		(549		)
State and municipal	35,334		(586		)	1,236		(25		)	36,570		(611		)
Total other securities	45,194		(726		)	15,826		(434		)	61,020		(1,160		)
Total	$	69,572	$	(1,205	)	$	22,505	$	(583	)	$	92,077	$	(1,788	)
December 31, 2014
Residential MBS:
Agency-backed	$	1,208	$	(2	)	$	—	$	—		$	1,208	$	(2	)
CMO/Other MBS	—					42,979		(564		)	42,979		(564		)
Total residential MBS	1,208		(2		)	42,979		(564		)	44,187		(566		)
Other securities:
Federal agencies	9,711		(289		)	14,741		(259		)	24,452		(548		)
State and municipal	11,501		(86		)	233		(3		)	11,734		(89		)
Total other securities	21,212		(375		)	14,974		(262		)	36,186		(637		)
Total	$	22,420	$	(377	)	$	57,953	$	(826	)	$	80,373	$	(1,203	)

At June 30, 2015 , a total of 195 available for sale securities were in a continuous unrealized loss position for less than 12 months and 51 securities were in an unrealized loss position for 12 months or longer. Declines in the fair value of held to maturity and available for sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. In estimating other than temporary impairment (“OTTI”) losses, management considers, among other things, (i) the length of time and the extent to which the fair value has been less than cost, (ii) the financial condition and near-term prospects of the issuer, and (iii) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in cost.

Management has the ability and intent to hold the securities classified as held to maturity in the table above until they mature, at which time the Company will receive full value for the securities. Furthermore, as of June 30, 2015 , management does not have the intent to sell any of the securities classified as available for sale in the table above and believes that it is more likely than not that the Company will not have to sell any such securities before a recovery of cost. Any unrealized losses are largely due to increases in market interest rates over the yields available at the time the underlying securities were purchased. The fair value is expected to recover as the securities approach their maturity date or repricing date or if market yields for such investments decline. Management does not believe any of the securities are impaired due to reasons of credit quality. As of June 30, 2015 , management believes the impairments detailed in the table above are temporary.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Securities pledged for borrowings at FHLB and other institutions, and securities pledged for municipal deposits and other purposes were as follows:



	June 30,		December 31,
	2015		2014
Available for sale securities pledged for borrowings, at fair value	$	237,915	$	187,314
Available for sale securities pledged for municipal deposits, at fair value	1,051,385		550,681
Available for sale securities pledged for customer back-to-back swaps, at fair value	1,437		1,959
Held to maturity securities pledged for borrowings, at amortized cost	70,836		154,712
Held to maturity securities pledged for municipal deposits, at amortized cost	306,594		352,843
Total securities pledged	$	1,668,167	$	1,247,509

(4) Portfolio Loans

The composition of the Company’s loan portfolio, excluding loans held for sale, was the following:



	June 30,			December 31,
	2015			2014
Commercial:
Commercial & industrial	$	1,573,295		$	1,244,555
Payroll finance	167,619			154,229
Warehouse lending	356,831			173,786
Factored receivables	205,020			161,625
Equipment financing	581,675			411,449
Total commercial	2,884,440			2,145,644
Commercial mortgage:
Commercial real estate	2,378,315			1,458,277
Multi-family	782,238			384,544
Acquisition, development & construction	170,134			96,995
Total commercial mortgage	3,330,687			1,939,816
Total commercial and commercial mortgage	6,215,127			4,085,460
Residential mortgage	725,803			529,766
Consumer:
Home equity lines of credit	260,587			163,569
Other consumer loans	34,070			36,846
Total consumer	294,657			200,415
Total portfolio loans	7,235,587			4,815,641
Allowance for loan losses	(44,317		)	(42,374		)
Portfolio loans, net	$	7,191,270		$	4,773,267

Total loans include net deferred loan origination costs of $2,700 at June 30, 2015 , and $1,609 at December 31, 2014 .

At June 30, 2015 , the net recorded amount of loans acquired with evidence of deterioration since origination (“PCI loans”) was $99,707 . This is comprised of $96,973 of loans acquired in the HVB Merger and $2,735 of loans acquired in the Provident Merger. There was no accretable yield associated with PCI loans during the six months ended June 30, 2015 .



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

At June 30, 2015 , the Company pledged loans totaling $1,500,540 to the FHLB as collateral for certain borrowing arrangements. See Note 7. “Borrowings and Senior Notes”.

The following tables set forth the amounts and status of the Company’s loans and troubled debt restructurings (“TDRs”) at June 30, 2015 and December 31, 2014 :



	June 30, 2015
	Current		30-59 days past due		60-89 days past due		90+ days past due		Non- accrual		Total
Commercial & industrial	$	1,547,390	$	9,620	$	1,428	$	302	$	5,237	$	1,573,295
Payroll finance	167,555		64		—		—		—		167,619
Warehouse lending	356,831		—		—		—		—		356,831
Factored receivables	204,746		—		—		—		274		205,020
Equipment financing	577,666		1,709		1,742		—		558		581,675
Commercial real estate	2,336,378		11,914		5,283		—		24,740		2,378,315
Multi-family	779,888		1,823		—		—		527		782,238
Acquisition, development & construction	161,712		1,129		—		—		7,293		170,134
Residential mortgage	700,993		2,171		346		—		22,293		725,803
Consumer	283,125		2,991		735		309		7,497		294,657
Total loans	$	7,116,284	$	31,421	$	9,534	$	611	$	68,419	$	7,235,587
Total TDRs included above	$	35,947	$	489	$	—	$	—	$	15,758	$	52,194
Non-performing loans:
Loans 90+ days past due and still accruing											$	611
Non-accrual loans											68,419
Total non-performing loans											$	69,030



	December 31, 2014
	Current		30-59 days past due		60-89 days past due		90+ days past due		Non- accrual		Total
Commercial & industrial	$	1,232,363	$	6,237	$	920	$	60	$	4,975	$	1,244,555
Payroll finance	154,114		—		—		115		—		154,229
Warehouse lending	173,786		—		—		—		—		173,786
Factored receivables	161,381		—		—		—		244		161,625
Equipment financing	410,483		707		19		—		240		411,449
Commercial real estate	1,433,235		7,982		5,322		452		11,286		1,458,277
Multi-family	383,799		317		—		156		272		384,544
Acquisition, development & construction	89,730		401		451		—		6,413		96,995
Residential mortgage	509,597		2,935		975		—		16,259		529,766
Consumer	191,528		1,110		1,607		—		6,170		200,415
Total loans	$	4,740,016	$	19,689	$	9,294	$	783	$	45,859	$	4,815,641
Total TDRs included above	$	16,238	$	847	$	176	$	—	$	11,427	$	28,688
Non-performing loans:
Loans 90+ days past due and still accruing											$	783
Non-accrual loans											45,859
Total non-performing loans											$	46,642



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Activity in the allowance for loan losses for the three and six months ended June 30, 2015 and 2014 is summarized below:



	For the three months ended June 30, 2015
	Beginning balance		Charge-offs			Recoveries		Net charge-offs			Provision			Ending balance
Commercial & industrial	$	10,686	$	(228	)	$	163	$	(65	)	$	729		$	11,350
Payroll finance	1,900		(59		)	—		(59		)	(191		)	1,650
Warehouse lending	859		—			—		—			404			1,263
Factored receivables	1,172		(146		)	9		(137		)	461			1,496
Equipment financing	2,691		(438		)	96		(342		)	896			3,245
Commercial real estate	11,093		(276		)	—		(276		)	283			11,100
Multi-family	2,290		—			—		—			115			2,405
Acquisition, development & construction	2,716		—			—		—			(291		)	2,425
Residential mortgage	5,127		—			9		9			(199		)	4,937
Consumer	4,350		(821		)	24		(797		)	893			4,446
Total allowance for loan losses	$	42,884	$	(1,968	)	$	301	$	(1,667	)	$	3,100		$	44,317
Annualized net charge-offs to average loans outstanding														0.13		%



	For the three months ended June 30, 2014
	Beginning balance		Charge-offs			Recoveries		Net charge-offs			Provision		Ending balance
Commercial & industrial	$	6,669	$	(891	)	$	79	$	(812	)	$	3,140	$	8,997
Payroll finance	610		—			—		—			438		1,048
Warehouse lending	132		—			—		—			263		395
Factored receivables	379		(79		)	—		(79		)	339		639
Equipment financing	1,306		(334		)	—		(334		)	685		1,657
Commercial real estate	8,914		(73		)	102		29			170		9,113
Multi-family	1,952		—			—		—			250		2,202
Acquisition, development & construction	3,559		—			—		—			188		3,747
Residential mortgage	4,565		(127		)	1		(126		)	307		4,746
Consumer	3,929		(322		)	29		(293		)	170		3,806
Total allowance for loan losses	$	32,015	$	(1,826	)	$	211	$	(1,615	)	$	5,950	$	36,350
Annualized net charge-offs to average loans outstanding													0.15		%



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)



	For the six months ended June 30, 2015
	Beginning balance		Charge-offs			Recoveries		Net charge-offs			Provision			Ending balance
Commercial & industrial	$	11,027	$	(1,070	)	$	264	$	(806	)	$	1,129		$	11,350
Payroll finance	1,506		(362		)	11		(351		)	495			1,650
Warehouse lending	608		—			—		—			655			1,263
Factored receivables	1,205		(218		)	28		(190		)	481			1,496
Equipment financing	2,569		(591		)	268		(323		)	999			3,245
Commercial real estate	10,121		(338		)	16		(322		)	1,301			11,100
Multi-family	2,111		(17		)	—		(17		)	311			2,405
Acquisition, development & construction	2,987		—			9		9			(571		)	2,425
Residential mortgage	5,843		(181		)	11		(170		)	(736		)	4,937
Consumer	4,397		(1,163		)	76		(1,087		)	1,136			4,446
Total allowance for loan losses	$	42,374	$	(3,940	)	$	683	$	(3,257	)	$	5,200		$	44,317
Annualized net charge-offs to average loans outstanding														0.13		%



	For the six months ended June 30, 2014
	Beginning balance		Charge-offs			Recoveries		Net charge-offs			Provision			Ending balance
Commercial & industrial	$	6,886	$	(2,055	)	$	153	$	(1,902	)	$	4,013		$	8,997
Payroll finance	—		—			—		—			1,048			1,048
Warehouse lending	—		—			—		—			395			395
Factored receivables	—		(368		)	—		(368		)	1,007			639
Equipment financing	—		(501		)	—		(501		)	2,158			1,657
Commercial real estate	8,040		(353		)	121		(232		)	1,305			9,113
Multi-family	1,952		—			—		—			250			2,202
Acquisition, development & construction	5,857		(1,260		)	—		(1,260		)	(850		)	3,747
Residential mortgage	4,600		(275		)	2		(273		)	419			4,746
Consumer	3,277		(526		)	50		(476		)	1,005			3,806
Total allowance for loan losses	$	30,612	$	(5,338	)	$	326	$	(5,012	)	$	10,750		$	36,350
Annualized net charge-offs to average loans outstanding														0.24		%

Management considers a loan to be impaired when, based on current information and events, it is determined that the Company will not be able to collect all amounts due according to the loan contract, including scheduled interest payments. Evaluation of impairment is treated the same across all classes of loans on a loan-by-loan basis, except residential mortgage loans and home equity lines of credit with an outstanding balance of $500 or less, which are evaluated for impairment on a homogeneous pool basis. When management identifies a loan as impaired, the impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the sole remaining source of repayment of the loan is the operation or liquidation of the collateral. In these cases, management uses the current fair value of the collateral, less selling costs when foreclosure or liquidation is probable, instead of discounted cash flows. If management determines that the value of the impaired loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is generally recognized through a charge-off to the allowance for loan losses.

When the ultimate collectibility of the total principal of an impaired loan is in doubt and the loan is on non-accrual status, all payments are applied to principal, under the cost recovery method. When the ultimate collectibility of the total principal of an impaired loan is not in doubt and the loan is on non-accrual status, contractual interest is credited to interest income when received, under the cash basis method.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following table sets forth loans evaluated for impairment by segment and the allowance evaluated by segment at June 30, 2015 :



	Loans evaluated by segment								Allowance evaluated by segment
	Individually evaluated for impairment		Collectively evaluated for impairment		Purchased credit impaired loans		Total loans		Individually evaluated for impairment		Collectively evaluated for impairment		Total allowance for loan losses
Commercial & industrial	$	3,840	$	1,554,106	$	15,349	$	1,573,295	$	—	$	11,350	$	11,350
Payroll finance	—		167,619		—		167,619		—		1,650		1,650
Warehouse lending	—		356,831		—		356,831		—		1,263		1,263
Factored receivables	—		205,020		—		205,020		—		1,496		1,496
Equipment financing	324		581,351		—		581,675		—		3,245		3,245
Commercial real estate	13,380		2,300,122		64,813		2,378,315		—		11,100		11,100
Multi-family	309		777,550		4,379		782,238		—		2,405		2,405
Acquisition, development & construction	11,526		153,146		5,462		170,134		—		2,425		2,425
Residential mortgage	515		717,204		8,084		725,803		—		4,937		4,937
Consumer	—		293,037		1,620		294,657		—		4,446		4,446
Total loans	$	29,894	$	7,105,986	$	99,707	$	7,235,587	$	—	$	44,317	$	44,317

There was no amount included in the allowance for loan losses associated with purchased credit impaired loans at June 30, 2015 , as there was no further deterioration in the credit quality of these loans since the purchase date.

The following table sets forth loans evaluated for impairment by segment and the allowance evaluated by segment at December 31, 2014 :



	Loans evaluated by segment								Allowance evaluated by segment
	Individually evaluated for impairment		Collectively evaluated for impairment		Purchased credit impaired loans		Total loans		Individually evaluated for impairment		Collectively evaluated for impairment		Total allowance for loan losses
Commercial & industrial	$	4,461	$	1,238,899	$	1,195	$	1,244,555	$	—	$	11,027	$	11,027
Payroll finance	—		154,229		—		154,229		—		1,506		1,506
Warehouse lending	—		173,786		—		173,786		—		608		608
Factored receivables	—		161,625		—		161,625		—		1,205		1,205
Equipment financing	—		411,449		—		411,449		—		2,569		2,569
Commercial real estate	14,423		1,443,714		140		1,458,277		—		10,121		10,121
Multi-family	—		384,544		—		384,544		—		2,111		2,111
Acquisition, development & construction	11,624		85,371		—		96,995		—		2,987		2,987
Residential mortgage	515		527,171		2,080		529,766		—		5,843		5,843
Consumer	—		200,415		—		200,415		—		4,397		4,397
Total loans	$	31,023	$	4,781,203	$	3,415	$	4,815,641	$	—	$	42,374	$	42,374



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following table presents loans individually evaluated for impairment by segment of loans at June 30, 2015 and December 31, 2014 :



	C&I		Commercial real estate		ADC		Residential mortgage		Total
Loans with no related allowance recorded:
June 30, 2015
Unpaid principal balance	$	4,164	$	14,085	$	12,750	$	515	$	31,514
Recorded investment	4,164		13,689		11,526		515		29,894
December 31, 2014
Unpaid principal balance	4,571		14,635		12,848		515		32,569
Recorded investment	4,461		14,423		11,624		515		31,023

The following tables present the average recorded investment and interest income recognized related to loans individually evaluated for impairment by segment for the three months ended June 30, 2015 and June 30, 2014 :



	June 30, 2015						June 30, 2014
	QTD average recorded investment		Interest income recognized		Cash-basis interest income recognized		QTD average recorded investment		Interest income recognized		Cash-basis interest income recognized
With no related allowance recorded:
Commercial & industrial	$	4,244	$	—	$	—	$	2,161	$	—	$	—
Factored receivables	—		—		—		789		—		—
Equipment financing	—		—		—		199		—		—
Commercial real estate	13,848		41		—		13,568		44		—
Multi-family	—		—		—		132		—		—
Acquisition, development & construction	11,548		57		—		19,961		62		—
Residential mortgage	515		—		—		515		—		—
Total	$	30,155	$	98	$	—	$	37,325	$	106	$	—

The following tables present the average recorded investment and interest income recognized related to loans individually evaluated for impairment by segment for the six months ended June 30, 2015 and June 30, 2014 :



	June 30, 2015						June 30, 2014
	YTD average recorded investment		Interest income recognized		Cash-basis interest income recognized		YTD average recorded investment		Interest income recognized		Cash-basis interest income recognized
With no related allowance recorded:
Commercial & industrial	$	4,217	$	—	$	—	$	2,005	$	—	$	—
Factored receivables	—		—		—		891		—		—
Equipment financing	—		—		—		99		—		—
Commercial real estate	13,820		83		—		13,037		84		—
Multi-family	—		—		—		198		—		—
Acquisition, development & construction	11,573		114		—		20,956		128		—
Residential mortgage	515		—		—		515		—		—
Total	$	30,125	$	197	$	—	$	37,701	$	212	$	—



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

There were no impaired loans with an allowance recorded at June 30, 2015 or June 30, 2014 . At June 30, 2015 and June 30, 2014 there were no payroll finance, warehouse lending, or consumer impaired loans.

Troubled Debt Restructuring:

The following tables set forth the amounts and past due status of the Company’s TDRs at June 30, 2015 and December 31, 2014 :



	June 30, 2015
	Current loans		30-59 days past due		60-89 days past due		90+ days past due		Non- accrual		Total
Commercial & industrial	$	8,552	$	50	$	—	$	—	$	2,065	$	10,667
Commercial real estate	14,291		260		—		—		836		15,387
Multi-family	1,572		—		—		—		—		1,572
Acquisition, development & construction	5,309		—		—		—		6,372		11,681
Residential mortgage	5,937		179		—		—		6,485		12,601
Consumer	286		—		—		—		—		286
Total	$	35,947	$	489	$	—	$	—	$	15,758	$	52,194



	December 31, 2014
	Current loans		30-59 days past due		60-89 days past due		90+ days past due		Non- accrual		Total
Commercial & industrial	$	245	$	—	$	—	$	—	$	2,065	$	2,310
Equipment financing	409		—		—		—		—		409
Commercial real estate	4,833		263		—		—		—		5,096
Acquisition, development & construction	5,487		—		—		—		6,373		11,860
Residential mortgage	5,264		584		176		—		2,768		8,792
Consumer	—		—		—		—		221		221
Total	$	16,238	$	847	$	176	$	—	$	11,427	$	28,688

There were no payroll finance, warehouse lending, factored receivable, or multifamily loans that were TDRs for the periods presented. The Company did not have outstanding commitments to lend additional amounts to customers with loans classified as TDRs as of June 30, 2015 and December 31, 2014, respectively.

There were no loans modified as TDRs that occurred during the six months ended June 30, 2015 . The following table presents loans by segment modified as TDRs that occurred during the first six months of 2015 and 2014 :



	June 30, 2015					June 30, 2014
		Recorded investment					Recorded investment
	Number	Pre- modification		Post- modification		Number	Pre- modification		Post- modification
Acquisition, development & construction	—	—		—		2	1,060		1,060
Total TDRs	—	$	—	$	—	2	$	1,060	$	1,060

The TDRs presented above did not increase increase the allowance for loan losses and did not result in charge-offs for the three months ended June 30, 2015 and June 30, 2014 , respectively.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

There were no TDRs that were modified during the three months and six months ended June 30, 2015 and 2014 that had subsequently defaulted during the periods presented.

Credit Quality Indicators

As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management tracks certain credit quality indicators including trends related to (i) the weighted-average risk grade of commercial loans, (ii) the level of classified commercial loans, (iii) the delinquency status of consumer loans (residential mortgage, home equity lines of credit (“HELOC”) and other consumer loans), (iv) net charge-offs, (v) non-performing loans (see details above) and (vi) the general economic conditions in the greater New York metropolitan region. The Bank analyzes loans individually by classifying the loans as to credit risk, except residential mortgage loans and consumer loans, which are evaluated on a homogeneous pool basis unless the loan balance is greater than $500 . This analysis is performed at least quarterly on all criticized/classified loans. The Bank uses the following definitions of risk ratings:

1 and 2 - These grades include loans that are secured by cash, marketable securities or cash surrender value of life insurance policies.

3 - This grade includes loans to borrowers with strong earnings and cash flow and that have the ability to service debt. The borrower’s assets and liabilities are generally well matched and are above average quality. The borrower has ready access to multiple sources of funding including alternatives such as term loans, private equity placements or trade credit.

4 - This grade includes loans to borrowers with above average cash flow, adequate earnings and debt service coverage ratios. The borrower generates discretionary cash flow, assets and liabilities are reasonably matched, and the borrower has access to other sources of debt funding or additional trade credit at market rates.

5 - This grade includes loans to borrowers with adequate earnings and cash flow and reasonable debt service coverage ratios. Overall leverage is acceptable and there is average reliance upon trade credit. Management has a reasonable amount of experience and depth, and owners are willing to invest available outside capital as necessary.

6 - This grade includes loans to borrowers where there is evidence of some strain, earnings are inconsistent and volatile, and the borrowers’ outlook is uncertain. Generally such borrowers have higher leverage than those with a better risk rating. These borrowers typically have limited access to alternative sources of bank debt and may be dependent upon debt funding for working capital support.

7 - Special Mention (OCC definition) - Other Assets Especially Mentioned (OAEM) are loans that have potential weaknesses which may, if not reversed or corrected, weaken the asset or inadequately protect the Bank’s credit position at some future date. Such assets constitute an undue and unwarranted credit risk but not to the point of justifying a classification of “Substandard.” The credit risk may be relatively minor yet constitute an unwarranted risk in light of the circumstances surrounding a specific asset.

8 - Substandard (OCC definition) - These loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness that jeopardizes the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some losses if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified as substandard.

9 - Doubtful (OCC definition) - These loans have all the weakness inherent in one classified as “Substandard” with the added characteristics that the weakness makes collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidating procedures, capital injection, perfecting liens or additional collateral and refinancing plans.

10 - Loss (OCC definition) - These loans are charged-off because they are determined to be uncollectible and unbankable assets. This classification does not reflect that the asset has no absolute recovery or salvage value, but rather it is not practical or desirable to defer writing-off this asset even though partial recovery may be affected in the future. Losses should be taken in the period in which they are determined to be uncollectible.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Loans that are risk-rated 1 through 6 as defined above are considered to be pass-rated loans. As of June 30, 2015 and December 31, 2014 , the risk category of gross loans by segment was as follows:



	June 30, 2015						December 31, 2014
	Special mention		Substandard		Doubtful		Special mention		Substandard
Commercial & industrial	$	11,607	$	9,785	$	98	$	13,060	$	7,730
Payroll finance	489		—		—		996		115
Factored receivables	—		1,646		—		34		244
Equipment financing	—		558		—		—		240
Commercial real estate	40,704		64,685		—		12,707		28,194
Multi-family	—		527		—		317		272
Acquisition, development & construction	6,516		15,123		—		1,027		16,016
Residential mortgage	5,428		24,385		—		975		16,402
Consumer	677		8,893		294		1,200		6,690
Total	$	65,421	$	125,602	$	392	$	30,316	$	75,903

At June 30, 2015, the Company acquired $48,153 of special mention loans and $49,914 of substandard loans in the HVB Merger. There were no loans rated loss at June 30, 2015 and no loans rated doubtful or loss at December 31, 2014 .

(5) Goodwill and Other Intangible Assets

The changes in goodwill and other intangible assets for the periods presented were as follows:



	June 30,		December 31,
	2015		2014
Goodwill	$	669,590	$	388,926
Other intangible assets:
Core deposits	$	50,732	$	18,473
Customer lists	9,013		—
Non-compete agreements	3,796		3,959
Trade name	20,500		20,500
Fair value of below market leases	268		400
	$	84,309	$	43,332

The estimated aggregate future amortization expense for intangible assets remaining as of June 30, 2015 was as follows:



	Amortization expense
Remainder of 2015	$	6,942
2016	11,953
2017	8,088
2018	7,098
2019	6,074
Thereafter	23,654
Total	$	63,809

(6) Deposits

Deposit balances at June 30, 2015 and December 31, 2014 are summarized as follows:



	June 30,		December 31,
	2015		2014
Non-interest bearing demand	$	3,270,476	$	1,481,870
Interest bearing demand	1,520,075		747,667
Savings	991,503		711,509
Money market	2,471,279		1,790,435
Certificates of deposit	582,828		480,844
Total deposits	$	8,836,161	$	5,212,325

Municipal deposits totaled $1,212,624 and $883,350 at June 30, 2015 and December 31, 2014 , respectively. See Note 3. “Securities” for the amount of securities that were pledged as collateral for municipal deposits and other purposes.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Listed below are the Company’s brokered deposits:



	June 30,		December 31,
	2015		2014
Money market	$	195,890	$	75,462
Reciprocal CDAR’s ¹	51,710		6,666
CDAR’s one way	—		86,530
Total brokered deposits	$	247,600	$	168,658

¹ Certificate of deposit account registry service

(7) Borrowings and Senior Notes

The Company’s borrowings and weighted average interest rates are summarized as follows:



	June 30,				December 31,
	2015				2014
	Amount		Rate		Amount		Rate
By type of borrowing:
FHLB advances and overnight	$	777,047	1.65	%	$	1,003,209	1.37	%
Other borrowings (repurchase agreements)	39,181		0.30		9,846		0.30
Senior notes	98,693		5.98		98,498		5.98
Total borrowings	$	914,921	2.06	%	$	1,111,553	1.77	%
By remaining period to maturity:
Less than one year	$	436,244	0.43	%	$	532,835	0.39	%
One to two years	202,638		3.35		152,760		0.69
Two to three years	150,000		2.50		255,000		3.54
Three to four years	123,693		5.09		168,498		4.38
Greater than five years	2,346		4.92		2,460		4.92
Total borrowings	$	914,921	2.06	%	$	1,111,553	1.77	%

FHLB advances and overnight. As a member of the FHLB, the Bank may borrow up to the amount of eligible mortgages and securities that have been pledged as collateral under a blanket security agreement. As of June 30, 2015 and December 31, 2014 , the Bank had pledged residential mortgage and commercial real estate loans totaling $1,500,540 and $1,302,681 , respectively. The Bank had also pledged securities to secure borrowings, which are disclosed in Note 3. “Securities.” As of June 30, 2015 , the Bank may increase its borrowing capacity by pledging securities and mortgage loans not required to be pledged for other purposes with a collateral value of $1,177,939 .

FHLB borrowings, which are putable quarterly at the discretion of the FHLB, were $200,000 at June 30, 2015 and December 31, 2014 . These borrowings have a weighted average remaining term to the contractual maturity dates of approximately 1.81 and 2.31 years at June 30, 2015 and December 31, 2014 , respectively and a weighted average interest rate of 4.23% .

Other borrowings (repurchase agreements). The Bank enters into sales of securities under agreements to repurchase. These repurchase agreements facilitate the needs of our customers and a portion of our secured short-term funding needs. Securities sold under agreements to repurchase at June 30, 2015 and December 31, 2014 are secured short-term borrowings that mature in one to 45 days and are generally renewed on a continuous basis. Repurchase agreements are stated at the amount of cash received in connection with these transactions. The securities pledged under these repurchase agreements fluctuate in value due to market conditions. The Bank is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase agreement price. Securities pledged as collateral under repurchase agreements are maintained with our safekeeping agents.

Revolving line of credit. On September 5, 2014 , the Company entered into a $15,000 revolving line of credit facility with a financial institution that matures on September 5, 2015 . The Company intends to renew the agreement at maturity. The balance was zero at



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

June 30, 2015 and December 31, 2014 . The use of proceeds are for general corporate purposes. The line and accrued interest is payable at maturity, and the Company is required to maintain a zero balance for at least 30 days during its term. The line bears interest at one-month LIBOR plus 1.25% . Under the terms of the facility, the Company and the Bank must maintain certain ratios related to capital, non-performing assets to capital, reserves to non-performing loans and debt service coverage. The Company and the Bank were in compliance with all requirements of the facility at June 30, 2015 .

Senior Notes. On July 2, 2013 , the Company issued $100,000 principal amount of 5.50% fixed rate senior notes (the “Senior Notes”)through a private placement at a discount of 1.75% . The cost of issuance was $303 , and at June 30, 2015 and December 31, 2014 the unamortized discount was $1,307 and $1,502 , respectively, which will be accreted to interest expense over the life of the Senior Notes, resulting in an effective yield of 5.98% . Interest is due semi-annually in arrears on January 2 and July 2 until maturity on July 2, 2018 . The Senior Notes were issued under an indenture between the Company and U.S. Bank National Association, as trustee.

(8) Derivatives

The Company has entered into certain interest rate swap contracts that are not designated as hedging instruments. These derivative contracts relate to transactions in which the Company enters into an interest rate swap with a customer while at the same time entering into an offsetting interest rate swap with another financial institution. In connection with each swap transaction, the Company agrees to pay interest to the customer on a notional amount at a variable interest rate and receive interest from the customer on a similar notional amount at a fixed interest rate. At the same time, the Company agrees to pay another financial institution the same fixed interest rate on the same notional amount and receive the same variable interest rate on the same notional amount. The transaction allows the Company’s customers to effectively convert a variable rate loan to a fixed rate. Because the Company acts as an intermediary for its customer, changes in the fair value of the underlying derivative contracts for the most part offset each other and do not significantly impact the Company’s results of operations.

The Company pledged collateral to another financial institution in the form of investment securities with a fair value of $1,437 as of June 30, 2015 . The Company may need to post additional collateral to swap counterparties in the future in proportion to potential increases in unrealized loss positions.

The Company does not typically require its commercial customers to post cash or securities as collateral on its program of back-to-back swaps. However, certain language is written into the International Swaps and Derivatives Association agreement and loan documents where, in default situations, the Company is allowed to access collateral supporting the loan relationship to recover any losses suffered on the derivative asset or liability. The Company may need to post additional collateral to swap counterparties in the future in proportion to potential increases in unrealized loss positions.

Summary information as of June 30, 2015 and December 31, 2014 regarding these derivatives is presented below:



	Notional amount			Average maturity (in years)	Weighted average fixed rate		Weighted average variable rate	Fair value
June 30, 2015
3rd party interest rate swap	$	68,756		4.41	4.15	%	1 m Libor + 2.29	$	1,437
Customer interest rate swap	(68,756		)	4.41	4.15		1 m Libor + 2.29	(1,437		)
December 31, 2014
3rd party interest rate swap	67,551			4.70	4.13		1 m Libor + 2.36	1,332
Customer interest rate swap	(67,551		)	4.70	4.13		1 m Libor + 2.36	(1,332		)

The Company enters into various commitments to sell real estate loans into the secondary market. Such commitments are considered to be derivative financial instruments; however, the fair value of these commitments is not material.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(9) Income Taxes

Actual income tax expense differs from the tax computed based on pre-tax income and the applicable statutory Federal tax rate for the following reasons:



	For the three months ended						For the six months ended
	June 30,						June 30,
	2015			2014			2015			2014
(Loss) income before income tax (benefit) expense	$	(11,328	)	$	21,068		$	13,526		$	35,988
Tax at Federal statutory rate of 35%	(3,965		)	7,375			$	4,735		$	12,599
State and local income taxes, net of Federal tax benefit	(220		)	1,662			655			1,452
Tax-exempt interest, net of disallowed interest	(1,190		)	(984		)	(2,174		)	(1,971		)
BOLI income	(440		)	(391		)	(691		)	(581		)
Non-deductible acquisition related costs	560			—			700			—
Low income housing tax credits	(54		)	(398		)	(108		)	(453		)
Other, net	1,627			(1,207		)	1,279			(401		)
Actual income tax (benefit) expense	$	(3,682	)	$	6,057		$	4,396		$	10,645
Effective income tax rate	32.5		%	28.7		%	32.5		%	29.6		%

Net deferred tax assets totaled $28,181 at June 30, 2015 and $14,857 at December 31, 2014 . No valuation allowance was recorded against deferred tax assets at June 30, 2015 as management believes it is more likely than not that all of the deferred tax assets will be realized as they were supported by recoverable taxes paid in prior years. There were no unrecognized tax benefits during any of the reported periods. Interest and/or penalties related to income taxes are reported as a component of other non-interest expense. Such amounts were not material during the reported periods.

The Company is no longer subject to U.S. federal income tax examinations by tax authorities for years before 2010.

(10) Stock-Based Compensation

The Company has active stock-based compensation plans, as described below.

The Company’s stockholders approved the 2015 Omnibus Equity and Incentive Plan (the “2015 Plan”) on May 28, 2015. The 2015 Plan permits the grant of stock options, stock appreciation rights, restricted stock (both time-based and performance-based), restricted stock units, deferred stock and other stock-based awards. The total number of shares that may be awarded under the 2015 Plan is 2,800,000 shares plus the remaining shares available for grant under the 2014 Stock Incentive Plan (the “2014 Plan”). At June 30, 2015 , there were 4,419,853 shares available for future grant under the 2015 Plan.

The 2014 Plan was a stockholder approved plan. The 2014 Plan permitted the grant of stock options, stock appreciation rights, restricted stock (both time-based and performance-based), restricted stock units, performance units, deferred stock, and other stock-based awards for up to 3,400,000 shares of common stock. The approval of the 2015 Plan resulted in the termination of the 2014 Plan. Awards outstanding as of May 28, 2015 will continue to be governed by the 2014 Plan document; however, no future grants will be made from the 2014 Plan.

Under the 2015 Plan, shares awarded are counted as one share deducted from the 2015 Plan for every share delivered under the awards. Under the 2014 Plan, any shares subject to stock options or stock appreciation rights were also counted as one share deducted from the 2014 Plan for every one share delivered, and shares granted other than stock options and stock appreciation rights, were counted as 3.5 shares deducted from the 2014 Plan for every one share delivered under the awards.

Restricted stock awards are granted with a fair value equal to the market price of the Company’s common stock at the date of grant. Stock option awards are granted with a strike price that is equal to the market price of the Company’s stock at the date of grant. The awards generally vest in equal installments annually on the anniversary date and have total vesting periods ranging from 1 to 5 years and stock options having 10 year contractual terms.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

In addition to the 2015 Plan, and the 2014 Plan, the Company previously provided awards under its 2011 Employment Inducement Stock Program, which included options to purchase 107,256 shares of common stock and restricted stock awards covering 29,550 shares of common stock, both of which vest in four equal installments through July 2015.

In connection with the Provident Merger, the Company granted 104,152 options at an exercise price of $14.25 per share pursuant to a Registration Statement on Form S-8 under which the Company assumed all outstanding fully vested Legacy Sterling stock options, which expire March 15, 2017 . The Company also granted 95,991 shares under the Sterling Bancorp 2013 Employment Inducement Award Plan to certain executive officers of Legacy Sterling. In addition, the Company issued 255,973 shares of restricted stock from shares available under a prior plan to certain executives of Legacy Sterling. The weighted average grant date fair value under both of these plans was $11.72 per share and the restricted stock awards vest in equal annual installments on the anniversary date over a three -year period.

The following table summarizes the activity in the Company’s active stock-based compensation plans for the six months ended June 30, 2015 :



			Non-vested stock awards/stock units outstanding				Stock options outstanding
	Shares available for grant		Number of shares		Weighted average grant date fair value		Number of shares		Weighted average exercise price
Balance at January 1, 2015	1,999,022		643,887		$	11.79	2,040,299		$	11.10
2015 Omnibus Equity and Incentive Plan	2,800,000		—		—		—		—
Granted ⁽¹⁾	(437,826	)	145,425		13.57		15,000		13.84
Stock awards vested	—		(45,082	)	11.80		—		—
Exercised	—		—		—		(335,456	)	11.59
Forfeited	125,872		(25,198	)	13.22		(37,678	)	13.54
Canceled/expired	(67,215	)	—		—		—		—
Balance at June 30, 2015	4,419,853		719,032		$	12.20	1,682,165		$	10.98
Exercisable at June 30, 2015							807,705		$	10.16

⁽¹⁾ Reflects certain non-vested stock awards granted under the 2014 Plan that counted as 3.5 shares for each share granted.

The total intrinsic value of outstanding in-the-money stock options and outstanding in-the-money exercisable stock options was $6,261 and $3,670 , at June 30, 2015 .

The Company uses an option pricing model to estimate the grant date fair value of stock options granted. The weighted average estimated value per option granted was $2.08 for the six months ended June 30, 2015 . There were 15,000 stock options granted during the six months ended June 30, 2015 .

The fair value of options granted was determined using the following weighted average assumptions as of the grant date:



	For the six months
	ended June 30,
	2015		2014
Risk-free interest rate	1.9	%	—	%
Expected stock price volatility	20.9		—
Dividend yield ⁽¹⁾	3.1		—
Expected term in years	5.76		—

⁽¹⁾ Represents the approximate annualized cash dividend rate paid with respect to a share of common stock at or near the grant date.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Stock-based compensation expense is recognized ratably over the requisite service period for all awards. Stock-based compensation expense associated with stock options and non-vested stock awards and the related income tax benefit was as follows:



	For the three months				For the six months
	ended June 30,				ended June 30,
	2015		2014		2015		2014
Stock options	$	258	$	196	$	539	$	431
Non-vested stock awards/performance units	869		578		1,697		1,136
Total	$	1,127	$	774	$	2,236	$	1,567
Income tax benefit	88		222		727		464
Proceeds from stock option exercises					2,745		1,448

Unrecognized stock-based compensation expense was as follows:



	June 30, 2015
Stock options	$	1,171
Non-vested stock awards/performance units	5,846
Total	$	7,017

The weighted average period over which unrecognized stock options is expected to be recognized is 1.63 years . The weighted average period over which unrecognized non-vested awards/performance units is expected to be recognized is 1.80 years .

(11) Pension and Other Post Retirement Plans

Net pension (benefit) expense and post-retirement expense, which is recorded in compensation and employee benefits expense in the consolidated income statements, is comprised of the following:



	Pension plan						Other post retirement plans
	For the three months ended						For the three months ended
	June 30,						June 30,
	2015			2014			2015		2014
Service cost	$	—		$	—		$	1	$	11
Interest cost	589			266			120		32
Expected return on plan assets	(729		)	(116		)	—		—
Net amortization and deferral	91			32			40		18
Charge (benefit) on settlement of a portion of defined benefit plan	—			(236		)	—		—
Total (benefit) expense	$	(49	)	$	(54	)	$	161	$	61



	Pension plan						Other post retirement plans
	For the six months ended						For the six months ended
	June 30,						June 30,
	2015			2014			2015		2014
Service cost	$	—		$	—		$	3	$	23
Interest cost	1,177			1,643			239		65
Expected return on plan assets	(1,458		)	(1,817		)	—		—
Net amortization and deferral	182			80			77		36
Charge (benefit) on settlement of a portion of defined benefit plan	—			1,116			—		—
Total (benefit) expense	$	(99	)	$	1,022		$	319	$	124



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The Company’s common stock was not a pension plan asset at June 30, 2015 or December 31, 2014 . The Company does not anticipate that a contribution will be made to the pension plan in 2015. The plan’s over funded status was $15,702 at June 30, 2015 compared to $14,290 at December 31, 2014 . The over funded status is included in other assets in the consolidated balance sheet.

The Company’s other post retirement plans include a non-qualified Supplemental Executive Retirement Plan (“SERP”) that provides certain officers and executives with supplemental retirement benefits in addition to the benefits provided by the pension plan. The Company contributed $53 and $51 to fund SERP benefits during the six months ended June 30, 2015 and 2014 , respectively. Total post retirement plan liabilities were $25,451 at June 30, 2015 , which included $13,868 of SERP liabilities assumed in the HVB Merger which are included in other liabilities in the consolidated balance sheet. In connection with the HVB Merger, the Company terminated the Hudson Valley SERP as of the acquisition date. Plan participants received a lump-sum cash payment in July 2015 and all plan obligations were satisfied.

(12) Other Non-interest Expense

Other non-interest expense items are presented in the following table. Components exceeding 1% of the aggregate of total net interest income and total non-interest income are presented separately.



	For the three months ended				For the six months ended
	June 30,				June 30,
	2015		2014		2015		2014
Other non-interest expense:
Advertising and promotion	$	596	$	963	$	1,072	$	1,385
Professional fees	2,096		1,683		4,013		3,183
Data and check processing	1,568		1,117		3,716		1,780
Insurance & surety bond premium	481		676		1,129		1,313
Charge for asset write-downs	28,055		2,321		29,026		2,321
Other	3,786		3,566		7,449		9,096
Total other non-interest expense	$	36,582	$	10,326	$	46,405	$	19,078



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(13) Earnings Per Common Share

Earnings per common share is computed using the two-class method. Basic earnings per common share is computed by dividing net (loss) earnings allocated to common stock by the weighted average number of common shares outstanding during the applicable period, excluding outstanding participating securities. Non-vested stock awards are considered participating securities because holders of these securities receive non-forfeitable dividends at the same rate as holders of the Company’s common stock. Diluted earnings per common share is computed using the weighted average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. The Company’s dilutive securities include stock options and non-participating performance based stock awards.

The following table presents a reconciliation of net (loss) income available to common stockholders, net (loss) earnings allocated to common stock and the number of shares used in the calculation of basic and diluted (loss) earnings per common share:



	For the three months ended					For the six months ended
	June 30,					June 30,
	2015			2014		2015			2014
Basic:
Net (loss) income	$	(7,646	)	$	15,011	$	9,130		$	25,343
Less: (Loss) earnings allocated to participating securities	(38		)	92		59			156
Net (loss) earnings attributable to common stock	(7,608		)	14,919		9,071			25,187

Distributed earnings allocated to common stock	6,330			5,816		12,164			11,633
Undistributed earnings allocated to common stock	(13,938		)	9,103		(3,093		)	13,554
Net (loss) earnings attributable to common stock	$	(7,608	)	$	14,919	$	9,071		$	25,187

Weighted average total shares outstanding	91,565,972			83,580,050		89,712,796			83,539,135
Less: Weighted average participating securities	544,256			513,112		535,619			515,773
Weighted average common shares outstanding	91,021,716			83,066,938		89,177,177			83,023,362

Basic (loss) earnings per common share	(0.08		)	$	0.18	0.10			$	0.30

Diluted:
Net (loss) earnings attributable to common stock	$	(7,608	)	$	14,919	$	9,071		$	25,187
Weighted average common shares outstanding	91,021,716			83,066,938		89,177,177			83,023,362
Dilutive effect of stock-based compensation	—			226,085		386,992			261,019
Weighted average diluted shares outstanding	91,021,716			83,293,023		89,564,169			83,284,381

Diluted (loss) earnings per common share	$	(0.08	)	$	0.18	$	0.10		$	0.30

Dividends per common share	$	0.07		$	0.07	$	0.14		$	0.14

As of June 30, 2015 and June 30, 2014 , 117,537 and 562,810 weighted average common shares that could be exercised under stock option plans were anti-dilutive for the three month periods, respectively. As of June 30, 2015 and June 30, 2014 , 115,227 and 658,769 weighted average common shares that could be exercised under stock option plans were anti-dilutive for the six month periods, respectively. Anti-dilutive shares are not included in determining diluted earnings per share.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(14) Stockholders’ Equity

(a) Regulatory Capital Requirements

In connection with the Provident Merger, the Company became a bank holding company and a financial holding company as defined by the Bank Holding Company Act of 1956, as amended.

Banks and bank holding companies are subject to various regulatory capital requirements administered by the federal banking agencies. Capital adequacy guidelines, and additionally for banks, prompt corrective action regulations, involve quantitative measures of assets, liabilities, and certain off-balance sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk-weighting, and other factors.

The Basel III Capital Rules became effective for the Company and the Bank on January 1, 2015 (subject to a phase-in period for certain provisions). Quantitative measures established by the Basel III Capital Rules to ensure capital adequacy require the maintenance of minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1 capital (as defined in the regulations), Tier 1 capital (as defined in the regulations) and Total capital (as defined in the regulations) to risk-weighted assets (as defined, “RWA”), and of Tier 1 capital to adjusted quarterly average assets (as defined).

The Company’s and the Bank’s Common Equity Tier 1 capital consists of common stock and related paid-in capital, net of treasury stock, and retained earnings. In connection with the adoption of the Basel III Capital Rules, we elected to opt-out of the requirement to include most components of accumulated other comprehensive income in Common Equity Tier 1 capital. Common Equity Tier 1 capital for both the Company and the Bank is reduced by goodwill and other intangible assets, net of associated deferred tax liabilities and subject to transition provisions.

Tier 1 capital includes Common Equity Tier 1 capital and additional Tier 1 capital. Total capital includes Tier 1 capital and Tier 2 capital. Tier 2 (as defined in the regulations) capital for both the Company and the Bank includes a permissible portion of the allowance for loan losses. Prior to January 1, 2015, the Company’s and the Bank’s Tier 1 capital consisted of total shareholders’ equity excluding accumulated other comprehensive income, goodwill and other intangible assets.

The Common Equity Tier 1 (beginning in 2015), Tier 1 and Total capital ratios are calculated by dividing the respective capital amounts by RWA. RWA is calculated based on regulatory requirements and includes total assets, excluding goodwill and other intangible assets, allocated by risk weight category, and certain off-balance-sheet items, among other things.

The leverage ratio is calculated by dividing Tier 1 capital by adjusted quarterly average total assets, which exclude goodwill and other intangible assets, among other things.When fully phased-in on January 1, 2019, the Basel III Capital Rules will require the Company and the Bank to maintain (i) a minimum ratio of Common Equity Tier 1 capital to RWA of at least 4.5%, plus a 2.5% “capital conservation buffer” (which is added to the 4.5% Common Equity Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum ratio of Common Equity Tier 1 capital to RWA of at least 7.0% upon full implementation), (ii) a minimum ratio of Tier 1 capital to RWA of at least 6.0%, plus the capital conservation buffer (which is added to the 6.0% Tier 1 capital ratio as that buffer is phased in, effectively resulting in a minimum Tier 1 capital ratio of 8.5% upon full implementation), (iii) a minimum ratio of Total capital (that is, Tier 1 plus Tier 2) to RWA of at least 8.0%, plus the capital conservation buffer (which is added to the 8.0% total capital ratio as that buffer is phased in, effectively resulting in a minimum total capital ratio of 10.5% upon full implementation) and (iv) a minimum leverage ratio of 4.0%, calculated as the ratio of Tier 1 capital to adjusted quarterly average assets.

The implementation of the capital conservation buffer will begin on January 1, 2016 at the 0.625% level and be phased in over a four-year period (increasing by that amount on each subsequent January 1, until it reaches 2.5% on January 1, 2019). The Basel III Capital Rules also provide for a “countercyclical capital buffer” that is applicable to only certain covered institutions and does not have any current applicability to the Company or the Bank.

The aforementioned capital conservation buffer is designed to absorb losses during periods of economic stress. Banking institutions with a ratio of Common Equity Tier 1 capital to RWA above the minimum but below the conservation buffer (or below the combined capital conservation buffer and countercyclical capital buffer, when the latter is applied) will face constraints on dividends, equity repurchases and compensation based on the amount of the shortfall.

The following table presents actual and required capital ratios as of June 30, 2015 for the Company and the Bank under the Basel III Capital Rules. The minimum required capital amounts presented include the minimum required capital levels as of June 30, 2015 based on the phase-in provisions of the Basel III Capital Rules and the minimum required capital levels as of January 1, 2019



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

when the Basel III Capital Rules have been fully phased-in. Capital levels required to be considered well capitalized are based upon prompt corrective action regulations, as amended to reflect the changes under the Basel III Capital Rules.



	Actual				Minimum capital required - Basel III phase-in schedule				Minimum capital required - Basel III fully phased-in				Required to be considered well capitalized
	Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio
June 30, 2015
Common equity tier 1 to RWA:
Sterling National Bank	$	1,015,470	11.98	%	$	381,504	4.50	%	$	593,451	7.00	%	$	551,061	6.50	%
Sterling Bancorp	946,561		11.12		329,594		4.50		595,742		7.00		N/A		N/A
Tier 1 capital to RWA:
Sterling National Bank	1,015,470		11.98	%	508,672		6.00	%	720,619		8.50	%	678,229		8.00	%
Sterling Bancorp	946,561		11.12		510,636		6.00		723,400		8.50		N/A		N/A
Total capital to RWA:
Sterling National Bank	1,060,332		12.51	%	678,229		8.00	%	890,176		10.50	%	847,787		10.00	%
Sterling Bancorp	991,423		11.65		680,847		8.00		893,612		10.50		N/A		N/A
Tier 1 leverage ratio:
Sterling National Bank	1,015,470		13.82	%	293,915		4.00	%	293,915		4.00	%	367,393		5.00	%
Sterling Bancorp	946,561		12.92		292,972		4.00		292,972		4.00		N/A		N/A

The following table presents actual and required capital ratios as of December 31, 2014 for the Bank and the Company under the regulatory capital rules then in effect:



					Regulatory requirements
	Actual				Minimum capital adequacy				Classification as well- capitalized
	Actual				Minimum capital adequacy				Classification as well- capitalized
	Capital amount		Ratio		Capital amount		Ratio		Capital amount		Ratio
December 31, 2014
Tier 1 capital to RWA:
Sterling National Bank	$	651,203	12.00	%	$	216,988	4.00	%	$	325,481	6.00	%
Sterling Bancorp	569,609		10.43		218,405		4.00		N/A		N/A
Total capital to RWA:
Sterling National Bank	693,972		12.79	%	433,975		8.00	%	542,469		10.00	%
Sterling Bancorp	612,378		11.22		436,809		8.00		N/A		N/A
Tier 1 leverage ratio:
Sterling National Bank	651,203		9.39	%	277,534		4.00	%	346,918		5.00	%
Sterling Bancorp	569,609		8.21		277,352		4.00		N/A		N/A

As of June 30, 2015 , capital levels at the Bank and the Company exceeded all capital adequacy requirements under the Basel III Capital Rules on a fully phased-in basis. Based on the ratios presented above, capital levels as of June 30, 2015 at the Bank and the Company exceed the minimum levels necessary to be considered “well-capitalized”.

The Bank and the Company are subject to the regulatory capital requirements administered by the Federal Reserve, and, for the Bank, the Office of the Comptroller of the Currency. Regulatory authorities can initiate certain mandatory actions if the Bank or the Company fail to meet the minimum capital requirements, which could have a direct material effect on our financial statements. Management believes, as of June 30, 2015 , that the Bank and the Company meet all capital adequacy requirements to which they are subject.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(b) Dividend Restrictions

The Company is mainly dependent upon dividends from the Bank to provide funds for the payment of dividends to stockholders and to provide for other cash requirements. Banking regulations may limit the amount of dividends that may be paid. Approval by regulatory authorities is required if the effect of dividends declared would cause the regulatory capital of the Bank to fall below specified minimum levels. Approval is also required if dividends declared exceed the net profits for that fiscal year combined with the retained net profits for the preceding two fiscal years. Under the foregoing dividend restrictions and while maintaining its “well-capitalized” status, at June 30, 2015 , the Bank had capacity to pay aggregate dividends of up to $33,049 to the Company without prior regulatory approval.

On February 11, 2015 , the Company completed a public offering of 6.9 million shares of common stock at an offering price of $13.00 per share for gross proceeds of approximately $ 89,700 , and net proceeds, after underwriting discounts, commissions and other costs of issuance of $85,059 .

(d) Stock Repurchase Plans

From time to time, the Company’s board of directors has authorized stock repurchase plans. The Company has 776,713 shares that are available to be purchased under the currently announced stock repurchase program. There were no shares repurchased under the repurchase program during the six months ended June 30, 2015 or June 30, 2014 .

(e ) Liquidation Rights

Upon completion of the second-step conversion in January 2004 , the Bank established a special “liquidation account” in accordance with Office of Comptroller of the Currency regulations. The account was established for the benefit of Eligible Account Holders and Supplemental Eligible Account Holders (as defined in the plan of conversion) in an amount equal to the greater of (i) the Mutual Holding Company’s (as defined in the plan of conversion) ownership interest in the retained earnings of the Bank as of the date of its latest balance sheet contained in the prospectus, or (ii) the retained earnings of the Bank at the time that the Bank reorganized into the Mutual Holding Company in 1999. Each Eligible Account Holder and Supplemental Eligible Account Holder that continues to maintain his or her deposit account at the Bank would be entitled, in the event of a complete liquidation of the Bank, to a pro rata interest in the liquidation account prior to any payment to the stockholders of the Company. The liquidation account is reduced annually on September 30 to the extent that Eligible Account Holders and Supplemental Eligible Account Holders have reduced their qualifying deposits as of each anniversary date. At June 30, 2015 , the liquidation account had a balance of $13,300 . Subsequent increases in deposits do not restore such account holder’s interest in the liquidation account. The Bank may not pay cash dividends or make other capital distributions if the effect thereof would reduce its stockholder’s equity below the amount of the liquidation account.

(f) Impact of HVB Merger

On June 30, 2015, the Company completed the HVB Merger. In connection with the HVB Merger, the Company issued 38.5 million common shares to HVHC shareholders which resulted in an increase of $563,624 in stockholders’ equity.

(15) Commitments and Contingencies

(a) Off-Balance-Sheet Financial Instruments

In the normal course of business, the Company enters into various transactions, which in accordance with GAAP are not included in its consolidated balance sheet. The Company enters into these transactions to meet the financing needs of its customers. These transactions include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk and interest rate risk in excess of the amounts recognized in the consolidated balance sheets. The Company minimizes its exposure to losses under these commitments by subjecting them to credit approval and monitoring procedures.

The Company enters into contractual commitments to extend credit, normally with fixed expiration dates or termination clauses, at specified rates and for specific purposes. Substantially all of the Company’s commitments to extend credit are contingent upon customers maintaining specific credit standards at the time of loan funding. Standby letters of credit are written conditional commitments issued by the Company to guarantee the performance of a customer to a third-party. In the event the customer does not perform in accordance with the terms of the agreement with the third-party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount of the commitment. If the commitment were funded, the Company would be entitled to seek recovery from the customer. Based on the Company’s credit risk exposure assessment of standby letter of credit arrangements, the arrangements contain security and debt covenants similar to those contained in loan agreements.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The contractual or notional amounts of these instruments, which reflect the extent of the Company’s involvement in particular classes of off-balance sheet financial instruments, are summarized as follows:



	June 30,		December 31,
	2015		2014
Loan origination commitments	$	322,742	$	208,486
Unused lines of credit	574,368		332,295
Letters of credit	80,730		83,316

(b) Lease Commitments

The Company leases certain premises and equipment under operating leases with terms expiring through January 2034. Included in occupancy and office operations expense was net rent expense of $1,728 and $1,908 during the three months ended June 30, 2015 and 2014 , respectively, and net rent expense of $3,305 and $3,894 during the six months ended June 30, 2015 and 2014 . Future minimum lease payments due under non-cancelable operating leases at June 30, 2015 were as follows:



Remainder of 2015	$	6,618
2016	12,252
2017	11,311
2018	10,091
2019	7,568
2020 and thereafter	34,268
	$	82,108

The Company and the Bank are involved in a number of judicial proceedings concerning matters arising from conducting their business activities. These include routine legal proceedings arising in the ordinary course of business. These proceedings also include actions brought against the Company and the Bank with respect to corporate matters and transactions in which the Company and the Bank were involved. In addition, the Company and the Bank may be requested to provide information or otherwise cooperate with government authorities in the conduct of investigations of other persons or industry groups.

There can be no assurance as to the ultimate outcome of a legal proceeding; however, the Company and the Bank have generally denied, liability in all significant litigation pending against us, including the matter described below, and we intend to defend vigorously each case, other than matters we determine are appropriate to be settled. We accrue a liability for legal claims when payments associated with the claims become probable and the costs can be reasonably estimated. The actual costs of resolving legal claims may be substantially higher or lower than the amounts accrued for those claims.

On November 25, 2014, an action captioned Graner v. Hudson Valley Holding Corp., et al., Index No. 70348/2014 (Sup. Ct., Westchester Cnty.), was filed on behalf of a putative class of HVHC (as defined below) shareholders against HVHC, its current directors, and Sterling. On January 7, 2015, the plaintiff filed an amended complaint. As amended, the complaint alleges that the HVHC board of directors breached its fiduciary duties by agreeing to the HVB Merger and certain terms of the HVB Merger agreement and by failing to disclose all material information concerning the HVB Merger to the HVHC shareholders. The complaint further alleges that Sterling aided and abetted those alleged fiduciary breaches. The action sought, among other things, an order enjoining the operation of certain provisions of the HVB Merger agreement, enjoining any shareholder vote on the HVB Merger, as well as other equitable relief and/or monetary damages in the event that the HVB Merger is consummated.

On April 9, 2015, the parties entered into a memorandum of understanding (the “MOU”) regarding the settlement of the putative class action. Under the terms of the MOU, the Company, HVHC, the other named defendants and the plaintiff reached an agreement in principle to settle the action. Pursuant to the terms of the MOU, the plaintiff agreed to release the defendants from all claims relating to the HVB Merger in exchange for certain additional disclosure to the HVHC shareholders, which disclosure was made on April 13, 2015 by HVHC via filing with the Securities and Exchange Commission on Form 8-K. Under the terms of the MOU, plaintiff’s counsel also has reserved the right to seek an award of attorneys’ fees and expenses. The settlement is subject to approval by the Court, and, if the Court approves the settlement contemplated by the MOU, the action will be dismissed with prejudice. The settlement will not affect the merger consideration to be paid to HVHC’s shareholders pursuant to, and subject to the conditions set forth in, the



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

HVB Merger agreement. The HVB Merger agreement and the HVB Merger were approved by the Company’s stockholders at a special meeting held on April 28, 2015 and by HVHC’s shareholders at a special meeting held on April 30, 2015, The Company, HVHC and the other defendants deny all of the allegations made by the plaintiff. Nevertheless, the Company, HVHC and the other defendants have agreed to settle the action in order to avoid the costs, disruption and distraction of further litigation.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(16) Fair value measurements

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets and liabilities that the reporting entity has the ability to access at the measurement date.

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risk, etc.) or inputs that are derived principally from, or corroborated by, market data by correlation or other means.

Level 3 Inputs – Unobservable inputs for determining the fair value of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

In general, fair value is based on quoted market prices, when available. If quoted market prices in active markets are not available, fair value is based on internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality and the Company’s creditworthiness, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company’s valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future fair values. While management believes the Company’s valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date. Furthermore, the reported fair value amounts have not been comprehensively revalued since the presentation dates, and therefore, estimates of fair value after the balance sheet date may differ significantly from the amounts presented herein. A more detailed description of the valuation methodologies used for assets and liabilities measured at fair value is set forth below. Transfers between levels of the fair value hierarchy are recognized on the actual date of the event or circumstances that caused the transfer, which generally coincide with the Company’s monthly and/or quarterly valuation process.

Investment Securities Available for Sale

The majority of the Company’s available for sale investment securities are reported at fair value utilizing Level 2 inputs. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information and the securities’ terms and conditions, among other things.

The Company reviews the prices supplied by the independent pricing service, as well as their underlying pricing methodologies, for reasonableness and to ensure such prices are aligned with traditional pricing matrices. In general, the Company does not purchase investment securities that have a complicated structure. The Company’s entire portfolio consists of traditional investments, nearly all of which are mortgage pass-through securities, state and municipal general obligation or revenue bonds, U.S. agency bullet and callable securities and corporate bonds. Pricing for such instruments is fairly generic and is easily obtained. From time to time, the Company validates, on a sample basis, prices supplied by the independent pricing service by comparison to prices obtained from third-party sources or derived using internal models.

At June 30, 2015 , we do not believe any of our securities are OTTI; however, we review all of our securities on at least a quarterly basis to assess whether impairment, if any, is OTTI.

Derivatives

The fair values of derivatives are based on valuation models using current market terms (including interest rates and fees), the remaining terms of the agreements and the credit worthiness of the counterparty as of the measurement date (Level 2). The Company’s derivatives consist of twelve interest rate swaps. See Note 8. “Derivatives.”



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Commitments to Sell Real Estate Loans

The Company enters into various commitments to sell real estate loans in the secondary market. Such commitments are considered to be derivative financial instruments and therefore are carried at estimated fair value on the consolidated balance sheets. The estimated fair values of these commitments were generally calculated by reference to quoted prices in secondary markets for commitments to sell to certain government sponsored agencies. The fair values of these commitments generally result in a Level 2 classification. The fair value of these commitments is not material.

A summary of assets and liabilities at June 30, 2015 measured at estimated fair value on a recurring basis is as follows:



	June 30, 2015
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Assets:
Investment securities available for sale:
Residential MBS:
Agency-backed	$	1,094,552	$	—	$	1,094,552	$	—
CMO/Other MBS	236,410		—		236,410		—
Total residential MBS	1,330,962		—		1,330,962		—
Federal agencies	178,060		—		178,060		—
Corporate bonds	326,301		—		326,301		—
State and municipal	199,256		—		199,256		—
Trust preferred	38,054		—		38,054		—
Other	8,781		—		8,781		—
Total other securities	750,452		—		741,671		—
Total available for sale securities	2,081,414		—		2,072,633		—
Swaps	1,437		—		1,437		—
Total assets	$	2,082,851	$	—	$	2,074,070	$	—
Liabilities:
Swaps	1,437		—		1,437		—
Total liabilities	$	1,437	$	—	$	1,437	$	—



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

A summary of assets and liabilities at December 31, 2014 measured at estimated fair value on a recurring basis is as follows:



	December 31, 2014
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Assets:
Investment securities available for sale:
Residential MBS:
Agency-backed	$	533,663	$	—	$	533,663	$	—
CMO/Other MBS	84,838		—		84,838		—
Total residential MBS	618,501		—		618,501		—
Federal agencies	147,156		—		147,156		—
Corporate bonds	204,831		—		204,831		—
State and municipal	132,065		—		132,065		—
Trust preferred	38,293		—		38,293		—
Total investment securities available for sale	522,345		—		522,345		—
Total available for sale securities	1,140,846		—		1,140,846		—
Swaps	1,332		—		1,332		—
Total assets	$	1,142,178	$	—	$	1,142,178	$	—
Liabilities:
Swaps	1,332		—		1,332		—
Total liabilities	$	1,332	$	—	$	1,332	$	—

The following categories of financial assets are not measured at fair value on a recurring basis, but are subject to fair value adjustments in certain circumstances.

Loans Held for Sale and Impaired Loans

Mortgage loans originated and intended for sale in the secondary market are carried at the lower of aggregate cost or fair value as determined by outstanding commitments from investors. Fair value of loans held for sale is determined using quoted prices for similar assets (Level 2 inputs).

When mortgage loans held for sale are sold with servicing rights retained, the carrying value of mortgage loans sold is reduced by the amount allocated to the value of the servicing rights, which is equal to its fair value. Gains and losses on sales of mortgage loans are based on the difference between the selling price and the carrying value of the related loan sold.

The Company may record adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of these loans. These adjustments also include certain impairment amounts for collateral dependent loans calculated in accordance with FASB ASC Topic 310 – Receivables when establishing the allowance for loan losses. Impairment amounts are generally based on the fair value of the underlying collateral supporting the loan and, as a result, the carrying value of the loan less the calculated impairment amount applicable to that loan does not necessarily represent the fair value of the loan. Real estate collateral is valued using independent appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable by market participants. However, due to the substantial judgment applied and limited volume of activity as compared to other assets, fair value is based on Level 3 inputs. Estimates of fair value used for collateral supporting commercial loans generally are based on assumptions not observable in the market place and are also based on Level 3 inputs. Impaired loans are evaluated on at least a quarterly basis for additional impairment and their carrying values are adjusted as needed. Loans subject to non-recurring fair value measurements were $29,894 and $35,597 at June 30, 2015 and June 30, 2014 , respectively. Changes in fair value recognized as a charge-off on loans held by the Company were $280 and $871 for the six months ended June 30, 2015 and 2014 , respectively.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

When valuing impaired loans that are collateral dependent, the Company charges-off the difference between the recorded investment in the loan and the appraised value, which is generally less than 12 months old. A discount for estimated costs to dispose of the asset is used when evaluating the impaired loans.

A summary of impaired loans at June 30, 2015 measured at estimated fair value on a non-recurring basis is the following:



	June 30, 2015
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Commercial real estate	$	1,892	$	—	$	—	$	1,892
Acquisition, development and construction	2,772		—		—		2,772
Total impaired loans measured at fair value	$	4,664	$	—	$	—	$	4,664

A summary of impaired loans at December 31, 2014 measured at estimated fair value on a non-recurring basis is the following:



	December 31, 2014
	Fair value		Level 1 inputs		Level 2 inputs		Level 3 inputs
Commercial & industrial	$	65	$	—	$	—	$	65
Commercial real estate	1,950		—		—		1,950
Acquisition, development and construction	3,800		—		—		3,800
Total impaired loans measured at fair value	$	5,815	$	—	$	—	$	5,815

Mortgage Servicing Rights

When mortgage loans are sold with servicing retained, servicing rights are initially recorded at fair value with the income statement effect recorded in net gain on sales of loans. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income.

The Company utilizes the amortization method to subsequently measure the carrying value of its servicing rights. In accordance with FASB ASC Topic 860 - Transfers and Servicing, the Company must record impairment charges on a non-recurring basis, when the carrying value exceeds the estimated fair value. To estimate the fair value of servicing rights, the Company utilizes a third-party, which on a quarterly basis, considers the market prices for similar assets and the present value of expected future cash flows associated with the servicing rights. Assumptions utilized include estimates of the cost of servicing, loan default rates, an appropriate discount rate and prepayment speeds. The determination of fair value of servicing rights relies upon Level 3 inputs. The fair value of mortgage servicing rights at June 30, 2015 and December 31, 2014 were $1,351 and $1,456 , respectively.

OREO - Assets Taken in Foreclosure of Defaulted Loans

Assets taken in foreclosure of defaulted loans are initially recorded at fair value less costs to sell when acquired, which establishes a new cost basis. These assets are subsequently accounted for at the lower of cost or fair value less costs to sell and are primarily comprised of commercial and residential real estate property and upon initial recognition, are re-measured and reported at fair value through a charge-off to the allowance for loan losses based on the fair value of the foreclosed asset. The fair value is generally determined using appraisals or other indications of value based on recent comparable sales of similar properties or assumptions generally observable in the market place. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between comparable sales and income data available. The fair value is derived using Level 3 inputs. Appraisals are reviewed by our credit department, our external loan review consultant and verified by officers in our credit administration area. Assets taken in foreclosure of defaulted loans and facilities held for sale subject to non-recurring fair value measurement were $9,575 and $5,867 at June 30, 2015 and December 31, 2014 , respectively. There were no write downs related to changes in fair value for those foreclosed assets held by the Company during the six months ended June 30, 2015 and June 30, 2014 .



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

Significant Unobservable Inputs to Level 3 Measurements

The following table presents quantitative information about significant unobservable inputs used in the fair value measurements for Level 3 assets at June 30, 2015 :



Non-recurring fair value measurements	Fair value		Valuation technique	Unobservable input / assumptions	Range ⁽¹⁾ (weighted average)
Impaired loans:
Commercial real estate	$	1,892	Appraisal	Adjustments for comparable properties	22.0% (22.0%)
Acquisition, development & construction	2,772		Appraisal	Adjustments for comparable properties	10.0% - 22.0% (13.5%)
Assets taken in foreclosure:
Residential mortgage	1,768		Appraisal	Adjustments by management to reflect current conditions/selling costs	10.0% - 22.0% (21.6%)
Commercial real estate ⁽²⁾	4,799		Appraisal	Adjustments by management to reflect current conditions/selling costs	10.0% - 22.0% (22.0%)
Acquisition, development & construction	1,715		Appraisal	Adjustments by management to reflect current conditions/selling costs	10.0% - 22.0% (22.0%)
Mortgage servicing rights	1,351		Third-party	Discount rates	8.3% - 11.3% (9.4%)
			Third-party	Prepayment speeds	100 - 476 (191)

⁽¹⁾ Represents range of discount factors applied to the appraisal to determine fair value. The amounts used for mortgage servicing rights are discounts applied by a third-party valuation provider, which the Company believes are appropriate.

⁽²⁾ Excludes $1,293 of commercial properties that are former financial centers that were closed and are now held for sale. These assets were not taken in foreclosure and their fair value is determined by third-party appraisals and our internal assessment of the market for this type of real estate.

Fair Values of Financial Instruments

FASB Codification Topic 825 - Financial Instruments, requires disclosure of fair value information for those financial instruments for which it is practicable to estimate fair value, whether or not such financial instruments are recognized in the consolidated financial statements for interim and annual periods. Fair value is the amount for which a financial instrument could be exchanged in a current transaction between willing parties, other than in a forced sale or liquidation.

Quoted market prices are used to estimate fair values when those prices are available, although active markets do not exist for many types of financial instruments. Fair values for these instruments must be estimated by management using techniques such as discounted cash flow analysis and comparison to similar instruments. These estimates are highly subjective and require judgments regarding significant matters, such as the amount and timing of future cash flows and the selection of discount rates that appropriately reflect market and credit risks. Changes in these judgments often have a material effect on the fair value estimates. Since these estimates are made as of a specific point in time, they are susceptible to material near-term changes. Fair values disclosed in accordance with FASB Topic 825 do not reflect any premium or discount that could result from the sale of a large volume of a particular financial instrument, nor do they reflect possible tax ramifications or estimated transaction costs.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following is a summary of the carrying amounts and estimated fair value of financial assets and liabilities (none of which were held for trading purposes) as of June 30, 2015 :



	June 30, 2015
	Carrying amount			Level 1 inputs			Level 2 inputs			Level 3 inputs
Financial assets:
Cash and cash equivalents	$	366,427		$	366,427		$	—		$	—
Securities available for sale	2,081,414			—			2,081,414			—
Securities held to maturity	585,196			—			595,648			—
Portfolio loans, net	7,191,270			—			—			7,285,983
Loans held for sale	73,523			—			73,523			—
Accrued interest receivable on securities	10,988			—			10,988			—
Accrued interest receivable on loans	18,027			—			—			18,027
FHLB stock and FRB stock	74,233			—			—			—
Swaps	1,437			—			1,437			—
Financial liabilities:
Non-maturity deposits	(8,253,333		)	(8,253,333		)	—			—
Certificates of deposit	(582,828		)	—			(582,908		)	—
FHLB borrowings	(777,047		)	—			(791,697		)	—
Other borrowings	(39,181		)	—			(39,181		)	—
Senior notes	(98,693		)	—			(100,668		)	—
Mortgage escrow funds	(12,142		)	—			(12,140		)	—
Accrued interest payable on deposits	(428		)	—			(428		)	—
Accrued interest payable on borrowings	(4,254		)	—			(4,254		)	—
Swaps	(1,437		)	—			(1,437		)	—



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following is a summary of the carrying amounts and estimated fair value of financial assets and liabilities (none of which were held for trading purposes) as of December 31, 2014 :



	December 31, 2014
	Carrying amount			Level 1 inputs			Level 2 inputs			Level 3 inputs
Financial assets:
Cash and cash equivalents	$	121,520		$	121,520		$	—		$	—
Securities available for sale	1,140,846			—			1,140,846			—
Securities held to maturity	572,337			—			586,346			—
Portfolio loans, net	4,773,267			—			—			4,783,508
Loans held for sale	46,599			—			46,599			—
Accrued interest receivable on securities	7,742			—			7,742			—
Accrued interest receivable on loans	11,559			—			—			11,559
FHLB stock and FRB stock	75,437			—			—			—
Swaps	1,332			—			1,332			—
Financial liabilities:
Non-maturity deposits	(4,731,481		)	(4,731,481		)	—			—
Certificates of deposit	(480,844		)	—			(480,621		)	—
FHLB borrowings	(1,003,209		)	—			(1,019,690		)	—
Other borrowings	(9,846		)	—			(9,846		)	—
Senior notes	(98,498		)	—			(100,769		)	—
Mortgage escrow funds	(4,167		)	—			(4,167		)	—
Accrued interest payable on deposits	(329		)	—			(329		)	—
Accrued interest payable on borrowings	(4,354		)	—			(4,354		)	—
Swaps	(1,332		)	—			(1,332		)	—

The following paragraphs summarize the principal methods and assumptions used by the Company to estimate the fair value of the Company’s financial instruments:

Loans

The estimated fair value approximates carrying value for variable-rate loans that reprice frequently and with no significant change in credit risk. The fair value of fixed-rate loans and variable-rate loans which reprice on an infrequent basis is estimated by discounting future cash flows using the current interest rates at which similar loans with similar terms would be made to borrowers of similar credit quality. An overall valuation adjustment is made for specific credit risks, as well as general portfolio credit risk.

FHLB of New York Stock and FRB Stock

The redeemable carrying amount of these securities with limited marketability approximates their fair value.

Deposits and Mortgage Escrow Funds

In accordance with FASB Codification Topic 825, deposits with no stated maturity (such as demand, money market and saving deposits) are assigned fair values equal to the carrying amounts payable on demand. Certificates of deposit and mortgage escrow funds are segregated by account type and original term, and fair values are estimated by discounting the contractual cash flows. The discount rate for each account grouping is equivalent to the current market rates for deposits of similar type and maturity.

These fair values do not include the value of core deposit relationships that comprise a significant portion of the Company’s deposits. We believe that the Company’s core deposit relationships provide a relatively stable, low-cost funding source that has a substantial value separate from the deposit balances.



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

FHLB Borrowings, other borrowings and Senior notes

The estimated fair value approximates carrying value for short-term borrowings. The fair value of long-term fixed-rate borrowings is estimated using quoted market prices, if available, or by discounting future cash flows using current interest rates for similar financial instruments.

Other Financial Instruments

Other financial assets and liabilities listed in the table above have estimated fair values that approximate the respective carrying amounts because the instruments are payable on demand or have short-term maturities and present relatively low credit risk and interest rate risk.

The fair values of the Company’s off-balance-sheet financial instruments described in the “Off-Balance Sheet Financial Instruments” section of Note 15. “Commitments and Contingencies” were estimated based on current market terms (including interest rates and fees), considering the remaining terms of the agreements and the credit worthiness of the counterparties. At June 30, 2015 and December 31, 2014 , the estimated fair value of these instruments approximated the related carrying amounts, which were not material.

Accrued interest receivable/payable

The carrying amounts of accrued interest approximate fair value and are classified in accordance with the related instrument.

(17) Accumulated Other Comprehensive (Loss) Income

Components of accumulated other comprehensive (loss) income (“AOCI”) were as follows as of the dates shown below:



	June 30,			December 31,
	2015			2014
Net unrealized holding gain on available for sale securities	$	(4,071	)	$	2,256
Related income tax (expense)	1,730			(959		)
Available for sale securities AOCI, net of tax	(2,341		)	1,297
Net unrealized holding loss on securities transferred to held to maturity	(7,814		)	(8,638		)
Related income tax benefit	3,321			3,671
Securities transferred to held to maturity AOCI, net of tax	(4,493		)	(4,967		)
Net unrealized holding loss on retirement plans	(11,073		)	(11,445		)
Related income tax benefit	4,706			4,864
Retirement plans AOCI, net of tax	(6,367		)	(6,581		)
Accumulated other comprehensive loss	$	(13,201	)	$	(10,251	)



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

The following table presents the changes in each component of accumulated other comprehensive income for the six months ended June 30, 2015 and 2014 :



	Net unrealized holding gain (loss) on AFS securities			Net unrealized holding gain (loss) on securities transferred to held to maturity			Net unrealized holding gain (loss) on retirement plans			Total
Three months ended June 30, 2015
Balance beginning of the period	$	6,382		$	(4,657	)	$	(6,464	)	$	(4,739	)
Other comprehensive gain before reclassification	(9,124		)	—			—			(9,124		)
Amounts reclassified from AOCI	401			164			97			662
Total other comprehensive (loss) income	(8,723		)	164			97			(8,462		)
Balance at end of period	$	(2,341	)	$	(4,493	)	$	(6,367	)	$	(13,201	)
Three months ended June 30, 2014
Balance beginning of the period	$	(5,647	)	$	(5,479	)	$	(3,159	)	$	(14,285	)
Other comprehensive gain before reclassification	5,666			—			—			5,666
Amounts reclassified from AOCI	686			176			(15		)	847
Total other comprehensive income (loss)	6,352			176			(15		)	6,513
Balance at end of period	$	705		$	(5,303	)	$	(3,174	)	$	(7,772	)
Location in statement of operations where reclassification from AOCI is included	Net gain (loss) on sale of securities			Interest income on securities			Compensation and benefits expense

The following table presents the changes in each component of accumulated other comprehensive (loss) income for the six months ended June 30, 2015 and 2014:



	Net unrealized holding gain (loss) on AFS securities			Net unrealized holding gain (loss) on securities transferred to held to maturity			Net unrealized holding gain (loss) on retirement plans			Total
Six months ended June 30, 2015
Balance beginning of the period	$	1,297		$	(4,967	)	$	(6,581	)	$	(10,251	)
Other comprehensive gain before reclassification	(4,921		)	—			—			(4,921		)
Amounts reclassified from AOCI	1,283			474			214			1,971
Total other comprehensive (loss) income	(3,638		)	474			214			(2,950		)
Balance at end of period	$	(2,341	)	$	(4,493	)	$	(6,367	)	$	(13,201	)
Six months ended June 30, 2014
Balance beginning of the period	$	(11,395	)	$	(5,659	)	$	(2,411	)	$	(19,465	)
Other comprehensive gain before reclassification	11,380			—			—			11,380
Amounts reclassified from AOCI	720			356			(763		)	313
Total other comprehensive income (loss)	12,100			356			(763		)	11,693
Balance at end of period	$	705		$	(5,303	)	$	(3,174	)	$	(7,772	)
Location in statement of operations where reclassification from AOCI is included	Net gain (loss) on sale of securities			Interest income on securities			Compensation and benefits expense



Table of Contents	STERLING BANCORP AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) (Dollars in thousands, except per share data)

(18) Recently Issued Accounting Standards Not Yet Adopted

Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606)." ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. In July 2015, FASB deferred the effective date of the ASU by one year which means ASU 2014-09 will be effective for the Company on January 1, 2018. The Company is currently evaluating the potential impact of ASU 2014-09 on its consolidated financial statements.

ASU 2014-11, “Transfers and Servicing (Topic 860).” ASU 2014-11 requires that repurchase-to-maturity transactions be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. In addition, ASU 2014-11 requires separate accounting for repurchase financings, which entails the transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty. ASU 2014-11 requires entities to disclose certain information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements. In addition, ASU 2014-11 requires disclosures related to collateral, remaining contractual tenor and of the potential risks associated with repurchase agreements, securities lending transactions and repurchase-to-maturity transactions. ASU 2014-11 became effective for the Company on January 1, 2015 and did not have a significant impact on its consolidated financial statements. The new disclosures required by ASU 2014-11 are in Note 7. “Borrowings and Senior Notes”.

ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates from GAAP the concept of extraordinary items, which, among other things, requires an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. As permitted, the Company adopted ASU 2015-01 effective January 1, 2015 and its adoption did not have a significant impact on its consolidated financial statements.

ASU 2015-02, “Consolidation (Topic 810) – Amendments to the Consolidation Analysis.” ASU 2015-02 implements changes to both the variable interest consolidation model and the voting interest consolidation model. ASU 2015-02 (i) eliminates certain criteria that must be met when determining when fees paid to a decision maker or service provider do not represent a variable interest, (ii) amends the criteria for determining whether a limited partnership is a variable interest entity and (iii) eliminates the presumption that a general partner controls a limited partnership in the voting model. ASU 2015-02 will be effective for the Company on January 1, 2016 and is not expected to have a significant impact on its consolidated financial statements.

ASU 2015-03, “Interest - Imputation of Interest (Subtopic 835-30) – Simplifying the Presentation of Debt Issuance Costs.” ASU 2015-03 requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in ASU 2015-03. ASU 2015-03 will be effective for the Company on January 1, 2016, though early adoption is permitted. ASU 2015-03 is not expected to have a significant impact on its consolidated financial statements.

ASU 2015-05, “Intangibles - Goodwill and Other - Internal-Use Software (Subtopic 350-40) – Customer’s Accounting for Fees Paid in a Cloud Computing Arrangement.” ASU 2015-05 addresses accounting for fees paid by a customer in cloud computing arrangements such as (i) software as a service, (ii) platform as a service, (iii) infrastructure as a service and (iv) other similar hosting arrangements. ASU 2015-05 provides guidance to customers about whether a cloud computing arrangement includes a software license. If a cloud computing arrangement includes a software license, then the customer should account for the software license element of the arrangement consistent with the acquisition of other software licenses. If a cloud computing arrangement does not include a software license, the customer should account for the arrangement as a service contract. ASU 2015-05 will be effective for the Company on January 1, 2016 and is not expected to have a significant impact on its consolidated financial statements.

STERLING BANCORP AND SUBSIDIARIES

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

Sterling (for purposes of this Item 2, “we,” “our” and “us”) make statements in this report, and we may from time to time make other statements, regarding our outlook or expectations for earnings, revenues, expenses and/or other financial, business or strategic matters regarding or affecting us that are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. Forward-looking statements are typically identified by words such as “believe,” “expect,” “anticipate,” “intend,” “outlook,” “target,” “estimate,” “forecast,” “project” by future conditional verbs such as “will,” “should,” “would,” “could” or “may,” or by variations of such words or by similar expressions. These statements are not historical facts, but instead represent our current expectations, plans or forecasts and are based on the beliefs and assumptions of management and the information available to management at the time that these disclosures were prepared.

Forward-looking statements are subject to numerous assumptions, risks (both known and unknown) and uncertainties, and other factors which change over time. Forward-looking statements speak only as of the date they are made. We do not assume any duty and do not undertake to update our forward-looking statements. Because forward-looking statements are subject to assumptions, risks, uncertainties, and other factors, actual results or future events could differ, possibly materially, from those that we anticipated in our forward-looking statements and future results could differ materially from our historical performance.

The factors described in our Transition Report on Form 10-K filed March 6, 2015 under Item 1A, Risk Factors, or otherwise described in our filings with the Securities and Exchange Commission (“SEC”), provide examples of risks, uncertainties and events that may cause our actual results to differ materially from the expectations expressed in our forward-looking statements, including but not limited to:


•	our ability to successfully implement growth, expense reduction and other strategic initiatives and to integrate and fully realize cost savings and other benefits we estimate in connection with acquisitions generally;


•	a deterioration in general economic conditions, either nationally, internationally, or in our market areas, including extended declines in the real estate market and constrained financial markets;


•	the possibility that the benefits anticipated from the HVB Merger will not be fully realized, and other risks in connection with the integration of HVHC;


•	as a result of the HVB Merger, the Bank’s total assets exceed $10 billion, which will make the Bank subject to regulatory oversight by the Consumer Financial Protection Bureau and; the Bank will also become subject to provisions of the Durbin Amendment, which will impact the Bank’s debit card interchange fees;


•	our use of estimates in determining fair value of certain of our assets, which estimates may prove to be incorrect and result in significant declines in valuation; and


•	our success at managing the risks involved in the foregoing and managing our business.

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements.

The following commentary presents management’s discussion and analysis of financial condition and results of operations and is intended to assist the reader in understanding our financial condition and results of operations. The following discussion and analysis should be read in conjunction with our unaudited consolidated financial statements and the accompanying notes included in Part I, Item 1 of this report and with our audited consolidated financial statements and the accompanying notes and Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2014 Transition Report on Form 10-K, filed with SEC on March 6, 2015 . Operating results discussed herein are not necessarily indicative of the results of any future period. Tax-equivalent adjustments are the result of increasing income from tax-exempt securities by an amount equal to the federal taxes that would be paid if the income were fully taxable based on a 35.0% marginal effective income tax rate.

Overview and Management Strategy

Sterling and its principal subsidiary, the Bank, specialize in the delivery of service and solutions to business owners, their families and consumers within the communities we serve through teams of dedicated and experienced relationship managers. The Bank offers a complete line of commercial, business and consumer banking products and services. Our financial condition and results of operations are discussed herein on a consolidated basis with the Bank and certain other subsidiaries. References to we, us, our, or the Company may signify or include the Bank, depending on the context.

STERLING BANCORP AND SUBSIDIARIES

We focus our efforts on generating core deposit relationships, and originating high quality commercial, commercial mortgage, residential mortgage and consumer loans mainly for our held-for-investment portfolio. We also utilize excess funding to purchase and hold investment securities. Our ability to gather low cost, core deposits allows us to compete for, and originate loans at an interest rate spread over our cost of funding and generate attractive risk-adjusted returns. Our strategic objectives include generating sustainable growth in revenues and earnings by increasing new client acquisitions, expanding existing client relationships, improving asset quality and increasing operating efficiency. To achieve these goals, we are focusing on specific target markets, which include small and middle market commercial clients and consumer clients, expanding our delivery and distribution channels, creating a high productivity performance culture, controlling our operating costs and proactively managing enterprise risk. Our goal is to create a full service commercial bank that achieves top-tier performance on return on equity, return on assets and earnings per share.

The Bank targets the following geographic markets: (i) the New York Metro Market, which includes Manhattan, the boroughs and Long Island; and (ii) the New York Suburban Market, which consists of Rockland, Orange, Sullivan, Ulster, Putnam, Westchester and other counties in New York and Bergen County and other counties in northern New Jersey. Our specialty lending businesses, which include asset-based lending, factoring, payroll finance, equipment finance, residential mortgage warehouse lending, residential mortgage banking and municipal finance also generate loans and deposits in other markets across the United States. We believe the Bank operates in an attractive footprint that presents us with significant opportunities to execute our strategy. Based on data from Oxxford Information Technology, we estimate the total number of small-to-middle market businesses in our immediate footprint exceeds 550,000.

As of June 30, 2015 , the Company had 27 commercial relationship teams and 59 financial centers. During the six months ended June 30, 2015 , the Company continued its financial center consolidation strategy and exited two locations. In connection with the HVB Merger, the Company will consolidate 10 additional locations. The Company intends to re-allocate capital and resources from these consolidations to continue executing its differentiated, single point of contact distribution strategy to our core target of small and middle market commercial and consumer clients. We anticipate we will continue to grow our number of commercial relationship teams by 3 - 5 teams annually and will continue to reduce our financial center locations through additional consolidations.

Recent Developments

On June 30, 2015, we completed the HVB Merger. The HVB Merger is consistent with our strategy of expanding in the greater New York metropolitan region and beyond and building a diversified company with significant commercial and consumer banking capabilities. We believe the HVB Merger will create a larger, more efficient and more profitable bank by combining our differentiated team-based distribution channels with HVHC’s strong presence and deposit base in Westchester County. We anticipate that the HVB Merger will allow us to accelerate loan growth, increase our ability to gather low cost core deposits and generate substantial cost savings and revenue enhancement opportunities.

On February 11, 2015 , the Company issued 6,900,000 shares of its $0.01 par value common stock to institutional investors at $13.00 per share. The offering was made pursuant to a Registration Statement on Form S-3 filed with the SEC on February 4, 2015. The Company received proceeds net of underwriting discounts, commissions and expenses of $85.1 million. The net proceeds were used for general corporate purposes and the funding of acquisitions of specialty commercial lending businesses, including the acquisition of Damian, a payroll finance services provider, which closed on February 27, 2015 , and the acquisition of factoring assets from the FCC Acquisition, which closed on May 7, 2015. The Company continues to evaluate potential acquisition opportunities of specialty commercial lending businesses.

Results in the second quarter of 2015 reflect the ongoing execution of our strategy and the positive impact the Provident Merger integration has had on our operating efficiency. During the quarter, our core operating efficiency ratio was 52.6%, which represented an improvement of 520 basis points relative to the quarter ended June 30, 2014 . Core operating efficiency ratio is a non-GAAP measure that is reconciled on page 72. We anticipate we will continue to identify and execute additional operating efficiencies related to the Provident Merger and will be able to achieve the anticipated operating efficiencies in the HVB Merger and other acquisitions.

Critical Accounting Policies

Our accounting and reporting policies are prepared in accordance with GAAP and conform to general practices within the banking industry. The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the amounts reported in the consolidated financial statements and accompanying notes. While we base estimates on historical experience, current information and other factors deemed to be relevant, actual results could differ from those estimates.We consider accounting estimates to be critical to reported financial results if (i) the accounting estimate requires management to make assumptions about matters that are highly uncertain and (ii) different estimates that management reasonably could have used for the accounting estimate in the current period, or changes in the accounting estimate that are reasonably likely to occur from period to period, could have a material impact on our financial statements. Accounting policies related to the allowance for loan losses; business combinations, goodwill, trade names and other intangible assets, deferred income taxes, and interest income are considered to be critical, as these

STERLING BANCORP AND SUBSIDIARIES

policies involve considerable subjective judgment and estimation by management. For additional information regarding critical accounting policies, refer to Note 1 - Summary of Significant Accounting Policies in the notes to consolidated financial statements and the sections captioned “Critical Accounting Policies” and “Allowance for Loan Losses” in Management’s Discussion and Analysis of Financial Condition and Results of Operations included in the 2014 Transition Report on Form 10-K. There have been no significant changes in the Company’s application of critical accounting policies this year.

STERLING BANCORP AND SUBSIDIARIES

Selected financial condition data, income statement data, per share data, performance ratios, capital ratios, and asset quality data and ratios for the comparable periods were as follows:



	At or for the three months ended June 30,					At or for the six months ended June 30,
	2015			2014		2015		2014
	(Dollars in thousands)
Selected financial condition data:
Period end:
Total assets	$	11,566,382		$	7,250,729	$	11,566,382	$	7,250,729
Portfolio loans, net ⁽³⁾	7,191,270			4,522,274		7,191,270		4,522,274
Securities available for sale	2,081,414			1,160,510		2,081,414		1,160,510
Securities held to maturity	585,196			570,470		585,196		570,470
Deposits	8,836,161			5,102,457		8,836,161		5,102,457
Borrowings	914,921			1,061,777		914,921		1,061,777
Stockholders’ equity	1,623,110			953,433		1,623,110		953,433
Average:
Total assets	$	8,049,220		$	7,048,328	$	7,745,454	$	6,898,768
Portfolio loans, net ⁽³⁾	5,205,806			4,315,758		5,007,388		4,179,984
Securities available for sale	1,330,772			1,240,647		1,252,034		1,221,272
Securities held to maturity	577,644			543,277		576,710		526,396
Deposits	5,634,470			5,174,274		5,493,098		5,116,966
Borrowings	1,234,958			820,607		1,096,153		740,989
Stockholders’ equity	1,100,897			944,476		1,066,544		943,686
Selected income statement data:
Interest and dividend income	$	71,947		$	65,761	$	138,619	$	127,086
Interest expense	8,373			7,310		16,180		14,607
Net interest income	63,574			58,451		122,439		112,479
Provision for loan losses	3,100			5,950		5,200		10,750
Net interest income after provision for loan losses	60,474			52,501		117,239		101,729
Non-interest income	13,857			13,471		27,870		25,886
Non-interest expense	85,659			44,904		131,583		91,627
(Loss) income before income tax expense	(11,328		)	21,068		13,526		35,988
Income tax expense	(3,682		)	6,057		4,396		10,645
Net (loss) income	$	(7,646	)	$	15,011	$	9,130	$	25,343
Per share data:
Basic earnings per share	$	(0.08	)	$	0.18	$	0.10	$	0.30
Diluted earnings per share	(0.08		)	0.18		0.10		0.30
Dividends declared per share	0.07			0.07		0.14		0.14
Tangible book value per share	6.70			6.20		6.70		6.20
Common shares outstanding:
Weighted average shares basic	91,565,972			83,580,050		89,712,796		83,539,135
Weighted average shares diluted	91,950,776			83,806,135		90,099,788		83,800,154

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See legend on the following page.

STERLING BANCORP AND SUBSIDIARIES



	At or for the three months ended June 30,						At or for the six months ended June 30,
	2015			2014			2015			2014

Performance ratios:
Return on average assets	(0.38		)%	0.85		%	0.24		%	0.74		%
Return on average equity	(2.79		)	6.37			1.73			5.42
Net interest margin ⁽¹⁾	3.57			3.84			3.60			3.80
Core operating efficiency ratio ⁽²⁾	52.6			57.8			54.4			59.5
Capital ratios (Company):
Equity to total assets at end of period	14.03		%	13.15		%	14.03		%	13.15		%
Average equity to average assets	13.68			13.40			13.81			13.68
Common equity Tier 1 to risk-weighted assets (“RWA”)
Tier 1 capital to RWA	11.12			10.46		%	11.12			10.46		%
Total capital to RWA	11.65			11.17			11.65			11.17
Tier 1 leverage ratio	12.92			8.14			12.92			8.14
Capital ratios (Bank):
Common equity Tier 1 to RWA	11.98		%	11.12		%	11.98		%	11.12		%
Tier 1 capital to RWA	11.98			12.17			11.98			12.17
Total capital to RWA	12.51			12.88			12.51			12.88
Tier 1 leverage ratio	13.82			9.42			13.82			9.42
Asset quality data and ratios:
Allowance for loan losses	$	44,317		$	36,350		$	44,317		$	36,350
Non-performing loans (“NPLs”)	69,030			56,798			69,030			56,798
Non-performing assets (“NPAs”)	78,605			61,815			78,605			61,815
Net charge-offs	1,667			1,615			3,257			5,012
NPAs to total assets	0.68		%	0.85		%	0.68		%	0.85		%
NPLs to total loans ⁽³⁾	0.95			1.25			0.95			1.25
Allowance for loan losses as a % of NPLs	64.2			64.0			64.2			64.0
Allowance for loan losses as a % of total loans ⁽³⁾	0.61			0.80			0.61			0.80
Net charge-offs as a % of average loans (annualized)	0.13			0.15			0.13			0.24

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(1)

The net interest margin represents net interest income as a percent of average interest-earning assets for the period. Net interest income is commonly presented on a tax-equivalent basis. This is to the extent that some component of the institution’s net interest income will be exempt from taxation (e.g., was received as a result of its holdings of state or municipal obligations), an amount equal to the tax benefit derived from that component is added back to the net interest income total. This adjustment is considered helpful in comparing one financial institution’s net interest income (pre-tax) to that of another institution, as each will have a different proportion of tax-exempt items in their portfolios.


(2)	The core operating efficiency ratio is a non-GAAP measure and is reconciled on page 73.


(3)	Excludes loans held for sale.

STERLING BANCORP AND SUBSIDIARIES

Financial Impact of the HVB Merger

The selected financial condition data presented in the table above as of June 30, 2015 reflects balances related to the HVB Merger, including the issuance of approximately 38.5 million common shares in exchange for HVHC’s net assets. At June 30, 2015, HVHC’s total assets were $3.5 billion, which included $1.8 billion of loans, and total liabilities were $3.2 billion, which consisted mainly of deposits. These assets and liabilities were recorded at their estimated fair value as of the acquisition date. Average balances include HVHC balances for one of the 91 days in the quarter ended June 30, 2015. The operating results of HVHC are included as of June 30, 2015.

Due to organic growth and the HVB Merger, the Company’s average total assets will likely exceed $8.0 billion for the fiscal year 2015 and will therefore be subject to a higher effective tax rate under New York State tax law. The Company is in the process of evaluating its corporate structure and will likely dissolve several subsidiaries including Sterling REIT, Inc. and Grassy Sprain Real Estate Holding in fiscal 2015.

Results of Operations

We reported a net loss of $7.6 million , or $0.08 per common share, for the three months ended June 30, 2015 , compared to net income of $15.0 million , or $0.18 per common share, in the same period a year ago. For the six months ended June 30, 2015 , we reported net income of $9.1 million , or $0.10 per diluted share, compared to net income of $25.3 million , or $0.30 per common share, for the first six months of 2014. In connection with the HVB Merger, we incurred merger-related expense and other restructuring charges for the three months ended June 30, 2015 as follows:


•	Merger-related expense of $14.6 million , which mainly included charges for change-in-control payments, employee benefit plan terminations, financial and legal advisory fees and merger-related marketing expenses.


•	Other restructuring charges of $28.1 million , which were recorded as other non-interest expense on the consolidated statements of operations and mainly included charges for information technology services, contract terminations, impairments of leases and facilities and severance and retention compensation.

The table below summarizes the Company’s results of operations on a tax-equivalent basis. Tax equivalent adjustments are the result of increasing income from tax-free securities by an amount equal to the taxes that would be paid if the income were fully taxable based on a 35% federal tax rate, thus making tax-exempt yields comparable to taxable asset yields.

STERLING BANCORP AND SUBSIDIARIES

Selected income statement data, return on average assets, return on average common equity and dividends per common share for the comparable periods follow:



	For the three months ended						For the six months ended
	June 30,						June 30,
	2015			2014			2015			2014
	(Dollars in thousands)
Tax equivalent net interest income	$	65,136		$	59,932		$	125,545		$	115,400
Less tax equivalent adjustment	1,562			1,481			3,106			2,921
Net interest income	63,574			58,451			122,439			112,479
Provision for loan losses	3,100			5,950			5,200			10,750
Non-interest income	13,857			13,471			27,870			25,886
Non-interest expense	85,659			44,904			131,583			91,627
(Loss) income before income tax expense	(11,328		)	21,068			13,526			35,988
Income tax (benefit) expense	(3,682		)	6,057			4,396			10,645
Net (loss) income	$	(7,646	)	$	15,011		$	9,130		$	25,343

Earnings per common share - basic	$	(0.08	)	$	0.18		$	0.10		$	0.30
Earnings per common share - diluted	(0.08		)	0.18			0.10			0.30
Dividends per common share	0.07			0.07			0.14			0.14
Return on average assets	(0.38		)%	0.85		%	0.24		%	0.74		%
Return on average equity	(2.8		)	6.4			1.7			5.4
Average equity to average assets	13.68			13.40			13.77			13.68

STERLING BANCORP AND SUBSIDIARIES

Details of the changes in the various components of net income are further discussed below:

Net Interest Income is the the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowings, which are used to fund those assets. Net interest income is the Company’s largest source of revenue, representing 82.1% , 81.5% , 81.3% and 81.3% of total revenue in the three months and six months ended June 30, 2015 and 2014 , respectively. Net interest margin is the ratio of taxable equivalent net interest income to average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest bearing liabilities impact net interest income and net interest margin.

The Company is primarily funded by core deposits. As of June 30, 2015, the Company considered 92.3% of its total deposits as core deposits, and non-interest bearing demand deposits were 37.0% of our total deposits. This low cost funding base has had a positive impact on the Company’s net interest income and net interest margin and is expected to do so in a rising interest rate environment.

The following table sets forth average balance sheets, average yields and costs, and certain other information for the periods indicated. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or expense.

STERLING BANCORP AND SUBSIDIARIES



	For the three months ended June 30,
	2015								2014
	Average balance			Interest			Yield/Rate		Average balance			Interest			Yield/Rate
	(Dollars in thousands)
Interest earning assets:
Commercial loans	$	4,464,193		$	51,805		4.65	%	$	3,580,094		$	46,202		5.18	%
Consumer loans	202,044			1,975			3.92	%	199,626			2,125			4.27	%
Residential mortgage loans	539,569			5,964			4.43	%	536,038			5,862			4.39	%
Total net loans ⁽¹⁾	5,205,806			59,744			4.60	%	4,315,758			54,189			5.04	%
Securities taxable	1,527,872			8,423			2.21	%	1,444,507			8,005			2.22	%
Securities non-taxable	380,544			4,462			4.70	%	339,417			4,232			5.00	%
Interest earning deposits	114,128			48			0.17	%	104,304			76			0.29	%
FRB and FHLB stock	81,317			832			4.10	%	61,897			740			4.80	%
Total securities and other earning assets	2,103,861			13,765			2.62	%	1,950,125			13,053			2.68	%
Total interest earning assets	7,309,667			73,509			4.03	%	6,265,883			67,242			4.30	%
Non-interest earning assets	739,553								782,445
Total assets	$	8,049,220							$	7,048,328
Interest bearing liabilities:
Demand deposits	$	823,471		$	207		0.10	%	$	712,051		$	152		0.09	%
Savings deposits ⁽²⁾	802,956			482			0.24	%	606,518			186			0.12	%
Money market deposits	1,922,805			1,931			0.40	%	1,625,335			1,423			0.35	%
Certificates of deposit	536,394			739			0.55	%	549,201			558			0.41	%
Total interest bearing deposits	4,085,626			3,359			0.33	%	3,493,105			2,319			0.27	%
Senior notes	98,629			1,473			5.99	%	98,247			1,498			6.12	%
Other borrowings	1,136,329			3,541			1.25	%	703,510			3,134			1.79	%
Subordinated debentures	—			—			—	%	18,850			359			7.64	%
Total interest bearing liabilities	5,320,584			8,373			0.63	%	4,313,712			7,310			0.68	%
Non-interest bearing deposits	1,548,844								1,681,169
Other non-interest bearing liabilities	78,895								108,971
Total liabilities	6,948,323								6,103,852
Stockholders’ equity	1,100,897								944,476
Total liabilities and stockholders’ equity	$	8,049,220							$	7,048,328
Net interest rate spread ⁽³⁾							3.40	%							3.62	%
Net interest earning assets ⁽⁴⁾	$	1,989,083							$	1,952,171
Net interest margin				65,136			3.57	%				59,932			3.84	%
Less tax equivalent adjustment				(1,562		)						(1,481		)
Net interest income				$	63,574							$	58,451
Ratio of interest earning assets to interest bearing liabilities	137.4		%						145.3		%

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See legend on following page.

STERLING BANCORP AND SUBSIDIARIES



	For the six months ended June 30,
	2015								2014
	Average balance			Interest			Yield/Rate		Average balance			Interest			Yield/Rate
	(Dollars in thousands)
Interest earning assets:
Commercial loans	$	4,270,592		$	99,560		4.70	%	$	3,440,674		$	88,456		5.18	%
Consumer loans	201,278			4,086			4.09	%	199,729			4,293			4.33	%
Residential mortgage loans	535,518			11,369			4.28	%	539,581			11,752			4.39	%
Total net loans ⁽¹⁾	5,007,388			115,015			4.63	%	4,179,984			104,501			5.04	%
Securities taxable	1,454,275			16,055			2.23	%	1,415,683			15,578			2.22	%
Securities tax exempt	374,469			8,873			4.78	%	331,984			8,346			5.07	%
Interest earning deposits	113,643			88			0.16	%	143,632			197			0.28	%
FRB and FHLB Stock	74,853			1,694			4.56	%	54,961			1,385			5.08	%
Total interest earnings assets	7,024,628			141,725			4.07	%	6,126,244			130,007			4.28	%
Non-interest earning assets	720,826								772,524
Total assets	$	7,745,454							$	6,898,768
Interest bearing liabilities:
Demand deposits	$	799,724		$	347		0.09	%	$	736,594		$	310		0.08	%
Savings deposits ⁽²⁾	784,803			1,135			0.29	%	609,806			397			0.13	%
Money market deposits	1,887,518			3,601			0.38	%	1,544,007			2,828			0.37	%
Certificates of deposit	494,661			1,369			0.56	%	565,798			1,178			0.42	%
Total interest bearing deposits	3,966,706			6,452			0.33	%	3,456,205			4,713			0.27	%
Senior notes	98,580			2,945			6.02	%	98,201			2,964			6.09	%
Other borrowings	997,573			6,783			1.37	%	620,126			6,058			1.97	%
Subordinated debentures	—			—			—	%	22,662			872			7.76	%
Total interest bearing liabilities	5,062,859			16,180			0.64	%	4,197,194			14,607			0.70	%
Non-interest bearing deposits	1,526,392								1,660,760
Other non-interest bearing liabilities	89,659								97,128
Total liabilities	6,678,910								5,955,082
Stockholders’ equity	1,066,544								943,686
Total liabilities and stockholders’ equity	$	7,745,454							$	6,898,768
Net interest rate spread ⁽³⁾							3.43	%							3.58	%
Net interest earning assets ⁽⁴⁾	$	1,961,769							$	1,929,050
Net interest margin				125,545			3.60	%				115,400			3.80	%
Less tax equivalent adjustment				(3,106		)						(2,921		)
Net interest income				$	122,439							$	112,479
Ratio of interest earning assets to interest bearing liabilities	138.7		%						146.0		%

____________________________________________


(1)	Includes the effect of net deferred loan origination fees and costs, allowance for loan losses, and non-accrual loans. Includes prepayment fees and late charges.


(2)	Includes club accounts and interest bearing mortgage escrow balances.


(3)	Net interest rate spread represents the difference between the tax equivalent yield on average interest earning assets and the cost of average interest bearing liabilities.


(4)	Net interest earning assets represents total interest earning assets less total interest bearing liabilities.

STERLING BANCORP AND SUBSIDIARIES

The following table presents the dollar amount of changes in interest income (on a fully tax equivalent basis) and interest expense for the major categories of our interest earning assets and interest bearing liabilities. Information is provided for each category of interest earning assets and interest bearing liabilities with respect to (i) changes attributable to changes in volume ( i.e., changes in average balances multiplied by the prior period average rate) and (ii) changes attributable to rate ( i.e., changes in average rate multiplied by prior period average balances). For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.



	For the three months ended June 30,
	2015 vs. 2014
	Increase (Decrease) due to						Total increase
	Volume			Rate			(decrease)
	(Dollars in thousands)
Interest earning assets:
Commercial loans	$	10,670		$	(5,067	)	$	5,603
Consumer loans	26			(176		)	(150		)
Residential mortgage loans	43			59			102
Securities taxable	455			(37		)	418
Securities tax exempt	495			(265		)	230
Interest earning deposits	6			(34		)	(28		)
FRB and FHLB stock	210			(118		)	92
Total interest earning assets	11,905			(5,638		)	6,267
Interest bearing liabilities:
Interest bearing demand deposits	32			23			55
Savings deposits ⁽¹⁾	72			224			296
Money market deposits	285			223			508
Certificates of deposit	(13		)	194			181
Senior notes	7			(32		)	(25		)
Other borrowings	1,548			(1,141		)	407
Subordinated debentures	(179		)	(180		)	(359		)
Total interest bearing liabilities	1,752			(689		)	1,063
Less tax equivalent adjustment	170			(89		)	81
Change in net interest income	$	9,983		$	(4,860	)	$	5,123

________________________

See legend on following page.

STERLING BANCORP AND SUBSIDIARIES



	For the six months ended June 30,
	2015 vs. 2014
	Increase (Decrease) due to						Total increase
	Volume			Rate			(decrease)
	(Dollars in thousands)
Interest earning assets:
Commercial loans	$	19,954		$	(8,850	)	$	11,104
Consumer loans	34			(241		)	(207		)
Residential mortgage loans	(88		)	(295		)	(383		)
Securities taxable	409			68			477
Securities tax exempt	1,029			(502		)	527
Interest earning deposits	(36		)	(73		)	(109		)
FRB and FHLB stock	464			(155		)	309
Total interest earning assets	21,766			(10,048		)	11,718
Interest bearing liabilities:
Interest bearing demand deposits	15			22			37
Savings deposits ⁽¹⁾	142			685			827
Money market deposits	610			74			684
Certificates of deposit	(164		)	355			191
Senior notes	17			(36		)	(19		)
Other borrowings	2,963			(2,238		)	725
Subordinated debentures	(436		)	(436		)	(872		)
Total interest bearing liabilities	3,147			(1,574		)	1,573
Less tax equivalent adjustment	359			(174		)	185
Change in net interest income	$	18,260		$	(8,300	)	$	9,960

_____________________

(1) Includes club accounts and interet bearing mortgage escrow balances.

Tax equivalent net interest income increased $ 5.2 million to $65.1 million for the three months ended June 30, 2015 compared to

$59.9 million for the three months ended June 30, 2014 . The increase was mainly due to an increase in interest earning assets of $ 1.0 billion , or 16.7% , for the three months ended June 30, 2015 relative to the comparable year earlier period. The tax equivalent net interest margin decreased 27 basis points to 3.57% from 3.84% in the second quarter of 2014 . The decrease was mainly due to a decrease in the yield on interest earning assets, which was 4.03% in the three months ended June 30, 2015 compared to 4.30% in the three months ended June 30, 2014 . The cost of interest bearing liabilities declined to 0.63% for the three months ended June 30, 2015 compared to 0.68% for the three months ended June 30, 2014 .

Tax equivalent net interest income increased $10.1 million to $125.5 million for the six months ended June 30, 2015 compared to $115.4 million for the six months ended June 30, 2014 . The increase was mainly due to an increase in interest earning assets of $898.4 million , or 14.7% , for the six months ended June 30, 2015 relative to the comparable year earlier period. The tax equivalent net interest margin decreased 20 basis points to 3.60% from 3.80% in the first six months of 2014 . The decrease was mainly due to a decrease in the yield on interest earning assets, which was 4.07% in the six months ended June 30, 2015 compared to 4.28% in the six months ended June 30, 2014 . The cost of interest bearing liabilities declined to 0.64% for the six months ended June 30, 2015 compared to 0.70% for the six months ended June 30, 2014 .

The average balance of loans outstanding increased $ 890.0 million , or 20.6% , in the three months ended June 30, 2015 compared to the three months ended June 30, 2014 . The increase was due to organic loan growth generated by our commercial banking teams. During the past 12 months, the Company sold approximately $85.0 million in residential mortgage loans that were previously held as portfolio loans with the objective of repositioning the Company’s earning assets in anticipation of the HVB merger. Loans accounted for 71.2% of average interest earning assets in the three months ended June 30, 2015 , compared to 68.9% in the comparable year ago period. The

STERLING BANCORP AND SUBSIDIARIES

average yield on loans was 4.60% in the second quarter of 2015 compared to 5.04% in the comparable period a year ago. Accretion income on loans from prior acquisitions was $1.9 million and $2.3 million in the three months ended June 30, 2015 and 2014 , respectively.

The average balance of loans outstanding increased $827.4 million , or 19.8% , in the six months ended June 30, 2015 compared to the six months ended June 30, 2014 . The increase was due to organic loan growth generated by our commercial banking teams. Loans accounted for 71.3% of average interest earning assets in the six months ended June 30, 2015 , compared to 68.2% in the comparable year ago period. The average yield on loans was 4.63% in the six months ended June 30, 2015 compared to 5.04% in the comparable year ago period. Accretion income on loans from prior acquisitions was $2.8 million and $5.0 million in the six months ended June 30, 2015 and 2014 , respectively.

Tax equivalent interest income on securities increased $648.0 thousand to $12.9 million in the three months ended June 30, 2015 compared to $12.2 million in the three months ended June 30, 2014 . This was mainly the result of an increase of $124.5 million in the average balance of securities between the periods. The tax equivalent yield on securities was 2.71% in the second quarter of 2015 compared to 2.75% in the second quarter of 2014 . The decrease in tax equivalent yield on securities in 2015 was mainly due to the decreasing interest rate environment.

For the six months ended June 30, 2015 , tax equivalent interest income on securities increased $1.0 million to $24.9 million in the six months ended June 30, 2015 compared to $23.9 million in the six months ended June 30, 2014 . This was mainly the result of an increase of $81.1 million in the average balance of securities between the periods. The tax equivalent yield on securities declined one basis point to 2.75% for the six months ended June 30, 2015 compared to 2.76% for the six months ended June 30, 2014. The decrease in tax equivalent yield on securities in 2015 was mainly due to the decreasing interest rate environment.

Average deposits increased $460.2 million and were $5.6 billion in the three months ended June 30, 2015 compared to $5.2 billion for the three months ended June 30, 2014 . Average interest bearing deposits increased $592.5 million in the second quarter of 2015 compared to the second quarter of 2014 . Average non-interest bearing deposits decreased $132.3 million and were $1.5 billion in the three months ended June 30, 2015 compared to $1.7 billion in the three months ended June 30, 2014 . The average cost of interest bearing deposits was 0.33% in the second quarter of 2015 compared to 0.27% in the second quarter of 2014 . The average cost of total deposits was 0.24% in the second quarter of 2015 compared to 0.18% in the second quarter of 2014 .

Average deposits increased $376.1 million and were $5.5 billion in the six months ended June 30, 2015 compared to $5.1 billion for the six months ended June 30, 2014. Average interest bearing deposits increased $510.5 million in the six months ended June 30, 2015 compared to the six months ended June 30, 2014. Average non-interest bearing deposits decreased $134.4 million and were $1.5 billion in the six months ended June 30, 2015 compared to $1.7 billion in the six months ended June 30, 2014. The average cost of interest bearing deposits was 0.33% and the average cost of total deposits was 0.24% , compared to 0.27% and 0.19% , respectively for the six months ended June 30, 2014 .

Average borrowings increased $414.4 million to $1.2 billion in the three months ended June 30, 2015 compared to $820.6 million in the same period a year ago. The increase in average borrowings in 2015 was used to fund growth in earning assets. The average cost of borrowings was 1.63% for the second quarter of 2015 compared to 2.44% in the second quarter of 2014 . The decrease in the average cost of borrowings was mainly due to an increase in short-term FHLB borrowings as a percentage of total average borrowings.

Average borrowings increased $355.2 million to $1.1 billion in the six months ended June 30, 2015 compared to $741.0 million in the same period a year ago. The average cost of borrowings was 1.79% for the first six months of 2015 compared to 2.69% in the first six months of 2014. The decrease in the average cost of borrowings was due to the factors discussed above.

At June 30, 2015, giving effect to the HVB Merger, the estimated weighted average yield on the Company’s combined loan portfolio was 4.54% and the estimated weighted average total cost of deposits was 0.24%. The estimated yield and cost figures do not include the impact of purchase accounting adjustments recorded to reflect the fair value of HVHC’s earning assets and deposits. We anticipate the balance of average borrowings will decline in the third quarter of 2015 relative to the second quarter of 2015 as a result of the excess funding capacity as a result of the HVB Merger.

Provision for Loan Losses. The provision for loan losses is determined as the amount to be added to the allowance for loan losses after net charge-offs have been deducted to bring the allowance to a level that is our best estimate of probable incurred credit losses inherent in the outstanding loan portfolio. In the three months ended June 30, 2015 and June 30, 2014 , the provision for loan losses was $3.1 million and $6.0 million , respectively. In the six months ended June 30, 2015 and June 30, 2014 , the provision for loan losses was $5.2 million and $10.8 million , respectively. The provision for loan losses in 2015 and 2014 was due to organic loan growth and to offset

STERLING BANCORP AND SUBSIDIARIES

charge-offs. See the section captioned “Delinquent Loans, Troubled Debt Restructuring, Impaired Loans, Other Real Estate Owned and Classified Assets - Provision for Loan Losses” elsewhere in this discussion for further analysis of the provision for loan losses.

Non-interest income. The components of non-interest income were as follows:



	Three months ended				Six months ended
	June 30,				June 30,
	2015		2014		2015		2014
	(Dollars in thousands)
Accounts receivable management / factoring commissions and other related fees	$	4,435	$	3,613	$	7,937	$	7,113
Mortgage banking income	2,530		1,927		5,687		4,310
Deposit fees and service charges	3,639		3,897		7,181		7,801
Net gain on sale of securities	697		1,193		2,231		1,253
Bank owned life insurance	1,074		820		2,150		1,549
Investment management fees	316		681		676		1,223
Other	1,166		1,340		2,008		2,637
Total non-interest income	$	13,857	$	13,471	$	27,870	$	25,886

Non-interest income was $13.9 million for the three months ended June 30, 2015 compared to $13.5 million in the same period a year ago. Included in non-interest income is net gain on sale of securities, which was $697 thousand and $1.2 million for the three months ended June 30, 2015 and 2014 , respectively. Net gain on sale of securities is impacted significantly by changes in market interest rates and strategies we use to manage liquidity and interest rate risk. Excluding net gain on sale of securities, non-interest income was $13.2 million for the second quarter of 2015 compared to $12.3 million for the second quarter of 2014 . The main drivers of growth between periods were an increase in accounts receivable management / factoring commissions and other related fees and mortgage banking fees.

For the six months ended June 30, 2015, total non-interest income was $27.9 million compared to $25.9 million for the same period a year ago. Included in non-interest income for the six months ended June 30, 2015 was $2.2 million of net gain on sale of securities compared to $1.3 million for the comparable year ago period. The increase between the periods was due to the same factors highlighted for the three months period discussed above.

Our goal is to grow non-interest income excluding securities gains to over 20% of net interest income plus non-interest income excluding securities gains. This ratio was 17.2% for the second quarter of 2015 compared to 17.4% for the same period in 2014 . Our pro forma ratio of non-interest income excluding securities gains to net interest income plus non-interest income excluding securities gains is estimated to be approximately 15% due to the HVB Merger. We continue to evaluate potential acquisitions of specialty commercial lending businesses that are also fee income generators.

Accounts receivable management / factoring commissions and other related fees represents fees generated in our factoring and payroll finance businesses. In factoring, we receive a nonrefundable factoring fee, which is generally a percentage of the factored receivables or sales volume and is designed to compensate us for the bookkeeping and collection services provided and, if applicable, the credit review of the client’s customer and assumption of customer credit risk. In payroll finance, we provide outsourcing support services for clients in the temporary staffing industry. We generate fee income in exchange for providing full back-office, payroll, tax and accounting services to independently-owned temporary staffing companies. Total fee income in these businesses increased $822 thousand , or 22.8% , to $4.4 million for the three months ended June 30, 2015 compared to $3.6 million for the year ago period. The increase was due to organic growth, and the acquisitions of Damian and FCC. For the six months ended June 30, 2015, these fees were $7.9 million compared to $7.1 million for the same period a year ago.

Mortgage banking income represents residential mortgage banking and mortgage brokerage business conducted through loan production offices located principally in New York City and through our financial centers. Mortgage banking income was $2.5 million in the second quarter of 2015 compared to $1.9 million in the second quarter of 2014 . Mortgage origination and gain on sale volumes increased mainly due to increased refinancing activity given decreases in the level of market interest rates. Mortgage banking income was $5.7 million for the first six months of 2015 compared to $4.3 million for the first six months of 2014. In the first calendar quarter of 2015, we sold $44.0 million of residential mortgage loans that were previously held as portfolio loans with the objective of

STERLING BANCORP AND SUBSIDIARIES

rebalancing our earning assets in anticipation of the HVB Merger. We recorded a gain on sale of approximately $390 thousand on the sale.

Deposit fees and service charges were $3.6 million for the second quarter of 2015 , which represents a $258 thousand decrease compared to $3.9 million for the same period a year ago. The decrease in deposit fees between the periods is mainly due to a shift in the mix of our deposit balances to a greater proportion of commercial deposits versus retail deposits. Deposits gathered by our commercial banking teams are generally higher balance deposits but generate lower levels of fees and service charges than retail deposits.

Net gain on sale of securities income represents gains earned on the sale of securities from our available for sale investment securities portfolio. In the second quarter and first six months of 2015 , the Company sold several securities with the objective of repositioning its investment securities portfolio in anticipation of the HVB Merger. We realized a net gain on sale of securities of $697 thousand and $2.2 million in the three months and six months ended June 30, 2015.

Bank owned life insurance (“BOLI”) income represents the change in the cash surrender value of life insurance policies owned by us. BOLI income was $1.1 million for the second quarter and $2.2 million for the first six months of 2015 compared to $820 thousand and $1.5 million in the same periods a year ago. The increase in BOLI income between the periods was mainly due to a purchase of BOLI of approximately $30.0 million in October 2014.

Investment management fees principally represent fees from the sale of mutual funds and annuities and were $316 thousand in the second quarter of 2015 compared to $681 thousand in the second quarter of 2014 . For the first six months of 2015, these fees were $676 thousand compared to $1.2 million for the comparable period a year ago. We have recently re-branded our investment management products and have been transitioning the delivery of our investment management business through new distribution channels.

Other non-interest income principally includes residential mortgage loan servicing revenues, miscellaneous loan fees earned, letter of credit fees and title insurance revenues. Other non-interest income declined $174.0 thousand to $1.2 million for the second quarter of 2015 compared to $1.3 million for the same period a year ago. For the six months ended June 30, 2015, other non-interest income was $2.0 million compared to $2.6 million for the same period a year ago. The decrease was mainly due to a decrease in title insurance income.

STERLING BANCORP AND SUBSIDIARIES

Non-interest expense. The components of non-interest expense were as follows:



	Three months ended					Six months ended
	June 30,					June 30,
	2015		2014			2015		2014
	(Dollars in thousands)
Compensation and employee benefits	$	22,667	$	23,381		$	45,833	$	48,644
Stock-based compensation plans	1,128		780			2,236		1,707
Occupancy and office operations	7,453		6,992			14,033		14,246
Amortization of intangible assets	1,780		2,511			3,180		5,022
FDIC insurance and regulatory assessments	1,384		1,795			2,812		3,362
Other real estate owned expense (gain)	40		(881		)	4		(820		)
Merger-related expense	14,625		—			17,080		388
Other	36,582		10,326			46,405		19,078
Total non-interest expense	$	85,659	$	44,904		$	131,583	$	91,627

Non-interest expense for the three months ended June 30, 2015 was $85.7 million , a $40.8 million increase compared to $44.9 million for the three months ended June 30, 2014. For the six months ended June 30, 2015, non-interest expense was $131.6 million , an increase of $ 40.0 million compared to $91.6 million for the six months ended June 30, 2014. The increase between the periods was due to increases in merger-related expense and other non-interest expense as a result of the HVB Merger. Changes in the components of non-interest expense are discussed below.

Compensation and employee benefits expense was $22.7 million for the three months ended June 30, 2015 compared to $23.4 million for the three months ended June 30, 2014 . At June 30, 2015, we had 1,196 full-time equivalent employees (“FTE”), which included 349 employees retained in the HVB Merger. At June 30, 2014, we had 866 FTE. Excluding the impact of the HVB Merger, total FTE decreased by 19 employees between the periods as a result of the successful integration of the Provident Merger. We anticipate further FTE reductions in 2015 as the Damian acquisition and HVB Merger are fully integrated to the Company’s operations.

For the six months ended June 30, 2015, compensation and employee benefits expense was $45.8 million , a decrease of $2.8 million , compared to $48.6 million for the six months ended June 30, 2014. The decline is a result of a decrease in personnel due to the successful integration of the Provident Merger.

Stock-based compensation plan expense was $ 1.1 million in the second quarter of 2015 compared to $780.0 thousand in the second quarter of 2014. For the six months ended June 30, 2015, stock-based compensation plan expense was $2.2 million compared to $1.7 million for the six months ended June 30, 2014. The increase in stock-based compensation plan expense between the periods is due to a greater percentage of compensation paid to our executive management and senior personnel in stock awards so as to better align the interests of employees to those of our stockholders. For additional information related to our employee benefit plans and stock-based compensation, see Note 10. “Stock-Based Compensation” in the consolidated financial statements included elsewhere in this report.

Occupancy and office operations expense was $7.5 million in the second quarter of 2015 compared to $7.0 million in the second quarter of 2014 . The increase between the periods was the result of higher property taxes and increased maintenance costs.

For the six months ended June 30, 2015, occupancy and office operations expense was $14.0 million compared to $14.2 million for the six months ended June 30, 2014. The decline was mainly due to a reduction in the total number of facilities as a result of the consolidation of several financial centers and back office locations between the periods.

STERLING BANCORP AND SUBSIDIARIES

Amortization of intangible assets mainly includes amortization of core deposit intangible assets, customer lists and non-compete agreements. Amortization of intangible assets was $1.8 million in the three months ended June 30, 2015 and was $2.5 million in the three months ended June 30, 2014 . The decrease between the periods was mainly driven by a decrease in the amortization of the Provident Merger non-compete agreements, as several of these agreements expired in late 2014. Core deposit intangible asset amortization declined to $789 thousand for the three months ended June 30, 2015 compared to $1.0 million for the three months ended June 30, 2014 . Partially offsetting these decreases was amortization expense related to the Damian and FCC acquisitions and the hiring of our municipal finance team, which in aggregated resulted in $401 thousand in amortization expense for the three months ended June 30, 2015. In the third quarter of 2015 we expect amortization of intangible assets will increase by approximately $1.7 million compared to the second quarter of 2015, as we begin to amortize the core deposit intangible asset recorded in the HVB Merger.

For the six months ended June 30, 2015, amortization of intangible assets was $3.2 million compared to $5.0 million for the six months ended June 30, 2014. The change was the result of the factors discussed above. See Note 5. “Goodwill and Other Intangible Assets” in the consolidated financial statements included elsewhere in this report.

FDIC insurance and regulatory assessments expense was $1.4 million for the second quarter of 2015 compared to $1.8 million for the second quarter of 2014 . For the six months ended June 30, 2015, FDIC insurance and regulatory assessment expense was $2.8 million compared to $3.4 million in the six months ended June 30, 2014. The decline between the periods was mainly due to improvements in our asset quality metrics and regulatory capital ratios.

Other real estate owned (“OREO”) expense includes maintenance costs, taxes, insurance, write-downs (subsequent to any write-down at the time of foreclosure or transfer to OREO), and gains and losses from the disposition of OREO. OREO includes real estate assets that have been foreclosed and financial center locations that are held for sale. OREO expense was $40 thousand for the three months ended June 30, 2015 compared to net OREO benefit of $881 thousand in the three months ended June 30, 2014 . In the second quarter of 2014, we sold a financial center acquired in the Provident Merger that was carried as OREO and realized a gain on sale of $925 thousand. For the six months ended June 30, 2015, OREO expense was $4 thousand compared to net OREO benefit of $820 thousand in the six months ended June 30, 2014.

Merger-related expense was $14.6 million in the second quarter of 2015 . Merger-related expense was mainly incurred in connection with the HVB Merger and included change in control payments, benefit plan terminations, financial and legal advisory fees, and merger-related marketing expense. Merger-related expense was $17.1 million for the six months ended June 30, 2015 compared to $388 thousand for the six months ended June 30, 2014. In addition to the HVB Merger, we incurred merger-related expense of $1.8 million in connection with the Damian acquisition.

Other non-interest expense for the three months ended June 30, 2015 was $36.6 million compared to $10.3 million for the three months ended June 30, 2014 . The increase was related to the HVB Merger and includes other restructuring charges related to charges for information technology services, contract terminations, impairments of leases and facilities and severance and retention compensation. For the six months ended June 30, 2015, other non-interest expense was $46.4 million compared to $19.1 million for the comparable period a year ago. See Note 12, “Other Non-Interest Expense” in the consolidated financial statements for details on significant components.

Income Tax benefit was $3.7 million for the three months ended June 30, 2015 and income tax expense was $4.4 million for the six months ended June 30, 2015. In 2015, our estimated annual effective tax rate is 32.5%. Income tax expense was $6.1 million for the three months ended June 30, 2014 and was $10.6 million for the six months ended June 30, 2014 , which represented an effective income tax rate of 28.7% and 29.6% , respectively. Our effective tax rate differs from the 35% federal statutory rate due to the proportion of merger-related expense and other charges that are tax deductible, and the effect of tax exempt income from securities and BOLI income.

STERLING BANCORP AND SUBSIDIARIES

Portfolio Loans

The following table sets forth the composition of our loan portfolio, excluding loans held for sale, by type of loan at the periods indicated.



	June 30, 2015					December 31, 2014
	Amount			%		Amount			%
	(Dollars in thousands)
Commercial:
Commercial & industrial (“C&I”)	$	1,573,295		21.7	%	$	1,244,555		25.8	%
Payroll finance	167,619			2.3		154,229			3.2
Warehouse lending	356,831			4.9		173,786			3.6
Factored receivables	205,020			2.8		161,625			3.4
Equipment finance	581,675			8.0		411,449			8.5
Total commercial	2,884,440			39.9		2,145,644			44.5
Commercial mortgage:
Commercial real estate	2,378,315			32.9		1,458,277			30.3
Multi-family	782,238			10.8		384,544			8.0
Acquisition, development & construction (“ADC”)	170,134			2.4		96,995			2.0
Total commercial mortgage	3,330,687			46.0		1,939,816			40.3
Residential mortgage	725,803			10.0		529,766			11.0
Consumer	294,657			4.1		200,415			4.2
Total portfolio loans	7,235,587			100.0	%	4,815,641			100.0	%
Allowance for loan losses	(44,317		)			(42,374		)
Total portfolio loans, net	$	7,191,270				$	4,773,267

Overview. Net total portfolio loans increased $2.4 billion to $7.2 billion at June 30, 2015 , compared to $4.8 billion at December 31, 2014 . The increase includes $1.8 billion of loans acquired in the HVB Merger. At June 30, 2015 , commercial loans comprised 39.9% of the loan portfolio compared to 44.5% at December 31, 2014 . Commercial mortgage loans comprised 46.0% and 40.3% of the loan portfolio at June 30, 2015 and December 31, 2014 , respectively.

Commercial loans increased $ 738.8 million , or 34.4% , in the first six months of 2015 . This included $338.8 million of C&I loans acquired in the HVB Merger. The main drivers of organic commercial loan growth were the equipment finance and warehouse lending businesses, as higher residential mortgage refinancing volumes benefited warehouse lending balances which increased by $183.0 million over the balance at December 31, 2014. Factored receivables increased $43.4 million mainly as a result of the FCC acquisition. We also acquired approximately $22.3 million of payroll finance receivables in connection with the Damian acquisition.

Commercial mortgage loans increased $1.4 billion , or 71.7% , in the six months ended June 30, 2015, which included $1.1 billion of loans acquired in the HVB Merger. The main drivers of commercial mortgage growth have been the strong commercial real estate market conditions in the greater New York metropolitan area and our higher origination volumes from our commercial banking teams.

Residential mortgage loans increased $196.0 million to $725.8 million at June 30, 2015 , compared to $529.8 million at December 31, 2014 . We acquired $240.6 million of residential mortgage loans in the HVB Merger. Organically, our residential mortgage loans declined $44.6 million during the period as we sold $44.0 million of residential mortgage loans that were previously held as portfolio loans in the first quarter of 2015. These loans were sold with the objective of rebalancing our earning assets in anticipation of the HVB Merger.

STERLING BANCORP AND SUBSIDIARIES

Delinquent Loans, Troubled Debt Restructuring, Impaired Loans, Other Real Estate Owned and Classified Assets

Past Due, Non-Performing Loans, Non-Performing Assets (Risk Elements) . The table below sets forth the amounts and categories of our NPAs at the dates indicated.



	June 30,			December 31,
	2015			2014
	(Dollars in thousands)
Non-accrual loans:
C&I	$	5,237		$	4,975
Payroll finance	—			—
Warehouse lending	—			—
Factored receivables	274			244
Equipment finance	558			240
Commercial real estate	24,740			11,286
Multi-family	527			272
ADC	7,293			6,413
Residential mortgage	22,293			16,259
Consumer	7,497			6,170
Accruing loans past due 90 days or more	611			783
Total non-performing loans	69,030			46,642
OREO	9,575			5,867
Total non-performing assets	$	78,605		$	52,509
TDRs accruing and not included above	$	36,436		$	17,261
Ratios:
Non-performing loans to total loans	0.95		%	0.97		%
Non-performing assets to total assets	0.68			0.71

NPAs include non-accrual loans, accruing loans past due 90 days or more and OREO. At June 30, 2015 , non-accrual loans were $68.4 million and loans 90 days past due and still accruing interest which were well secured and in the process of collection were $611 thousand . Non-accrual loans increased $22.6 million from December 31, 2014 , of which $22.2 million were non-accrual loans acquired in the HVB Merger. Loans past due 90 days or more and still accruing declined $172 thousand. Total NPLs increased $22.4 million at June 30, 2015 to $69.0 million compared to $46.6 million at December 31, 2014 due mainly to the HVB Merger.

TDRs. We have formally modified loans to certain borrowers who experienced financial difficulty. If the terms of the modification include a concession, as defined by GAAP, the loan is considered a TDR, which is also considered an impaired loan. Nearly all of these loans are secured by real estate. Total TDRs were $52.2 million at June 30, 2015 , of which $15.8 million were non-accrual and $36.4 million were performing according to terms and accruing interest income. TDRs still accruing interest income are loans modified for borrowers that have experienced financial difficulties but are performing in accordance with the terms of their loan prior to the modification. Loan modification concessions may include actions such as extension of maturity date or the lowering of interest rates and monthly payments. As of June 30, 2015 , there were no commitments to lend additional funds to borrowers with loans that have been modified.

OREO. Real estate acquired as a result of foreclosure or by deed in lieu of foreclosure is classified as OREO until such time as it is sold. In addition, financial centers that were closed or consolidated that are held for sale are also classified as OREO. When real estate is transfered to OREO, it is recorded at fair value less costs to sell. If the fair value less cost to sell is less than the loan balance, the difference is charged against the allowance for loan losses. If the fair value of a financial center that we hold for sale is less than its prior carrying value, we recognize a charge included in other operating expense to reduce the recorded value of the investment to fair value, less costs to sell. At June 30, 2015 , we had 34 OREO properties with a recorded balance of $9.6 million . After transfer to OREO, we regularly update the fair value of the property. Subsequent declines in fair value are charged to current earnings and included in other non-interest expense as part of OREO expense.

Classification of Assets . Our policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality such as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those

STERLING BANCORP AND SUBSIDIARIES

characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified as “substandard” with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. Assets classified as “loss” are those considered uncollectible and of such little value that their continuance as assets is not warranted and are charged-off. Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve our close attention, are designated as “special mention”. As of June 30, 2015 , we had $65.4 million of assets designated as “special mention”.

Our determination as to the classification of our assets and the amount of our loan loss allowance are subject to review by our regulators, which can order the establishment of an additional valuation allowance. Management regularly reviews our asset portfolio to determine whether any assets require classification in accordance with applicable regulations. On the basis of management’s review of our assets at June 30, 2015 , classified assets consisted of loans of $126.0 million and OREO of $9.6 million .

Allowance for Loan Losses .

The allowance for loan losses is a reserve established through a provision for loan losses charged to expense, which represents management’s best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to reserve for estimated loan losses and risks inherent in the loan portfolio. Our allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, “Receivables” and allowance allocations calculated in accordance with ASC Topic 450, “Contingencies.” Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company’s process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of, and trends related to, non-accrual loans, past due loans, potential problem loans, classified and criticized loans and net charge-offs or recoveries, loan documentation exceptions among other factors. See Note 4. “Portfolio Loans” in the notes to consolidated financial statements included elsewhere in this report for further information regarding the allowance for loan losses.

The allowance for loan losses increased from $42.4 million at December 31, 2014 to $44.3 million at June 30, 2015 , as the provision for loan losses exceeded net charge-offs by $1.9 million. The allowance for loan losses at June 30, 2015 represented 64.2% of non-performing loans and 0.61% of the total loan portfolio. At December 31, 2014 , the allowance for loan losses represented 92.3% of non-performing loans and 0.87% of the total loan portfolio. Loans acquired in the HVB Merger included a $50.9 million fair value adjustment as of the acquisition date that included estimated lifetime credit losses and interest rate adjustments, among other factors. Loans from prior merger transactions were recorded at fair value at the acquisition date; a substantial portion of these loans continue to carry no allowance for loan losses.

Allocation of Allowance for Loan Losses. The following table sets forth the allowance for loan losses allocated by loan category, the total loan balances by category (excluding loans held for sale), and the percent of loans in each category to total loans at the dates indicated. The allowance for loan losses allocated to each category is not necessarily indicative of future losses in any particular category and does not restrict the use of the allowance to absorb losses in other categories.



	June 30, 2015						December 31, 2014
	Allowance for loan losses		Loan balance		% of total loans		Allowance for loan losses		Loan balance		% of total loans
	(Dollars in thousands)
C&I	$	11,350	$	1,573,295	21.7	%	$	11,027	$	1,244,555	25.8	%
Payroll finance	1,650		167,619		2.3		1,506		154,229		3.2
Warehouse lending	1,263		356,831		4.9		608		173,786		3.6
Factored receivables	1,496		205,020		2.8		1,205		161,625		3.4
Equipment finance	3,245		581,675		8.0		2,569		411,449		8.5
Commercial real estate	11,100		2,378,315		32.9		10,121		1,458,277		30.3
Multi-family	2,405		782,238		10.8		2,111		384,544		8.0
ADC	2,425		170,134		2.4		2,987		96,995		2.0
Residential mortgage	4,937		725,803		10.1		5,843		529,766		11.0
Consumer	4,446		294,657		4.1		4,397		200,415		4.2
Total	$	44,317	$	7,235,587	100.0	%	$	42,374	$	4,815,641	100.0	%

STERLING BANCORP AND SUBSIDIARIES

Impaired Loans. A loan is impaired when it is probable we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Impaired loan values are based on one of three measures: (i) the present value of expected future cash flows discounted at the loan’s effective interest rate; (ii) the loan’s observable market price; or (iii) the fair value of the collateral if the loan is collateral dependent. If the measure of an impaired loan is less than its recorded investment, the Bank’s practice is to write-down the loan against the allowance for loan losses so the recorded investment matches the impaired value of the loan. Impaired loans generally include a portion of non-performing loans and accruing and performing TDR loans. At June 30, 2015 , we had $29.9 million in impaired loans compared to $31.0 million at December 31, 2014 . The decline between June 30, 2015 and December 31, 2014 consisted mainly of a decrease in impaired loan balances in commercial real estate and C&I loan categories. Impaired commercial real estate loans declined $1.0 million mainly due to the transfer to OREO of one property. Impaired C&I loans declined by $621 thousand mainly due to one loan in which collateral was liquidated and applied to the principal balance of the loan.

Purchased Credit Impaired (“PCI”) Loans. A PCI loan is an acquired loan that has demonstrated evidence of deterioration in credit quality subsequent to origination. As of June 30, 2015, the balance of PCI loans was $99.7 million and included PCI loans acquired in the HVB Merger of $22.2 million, which are accounted for under the cost-recovery method and were included in our non-accrual loan totals above. The remaining $77.5 million of PCI loans are accounted for under applicable guidance which results in an accretable yield that represents the amount of expected cash flows that exceeds the initial investment in the loan. The balance of PCI loans was $3.4 million at December 31, 2014 and consisted of loans acquired in prior acquisitions. See the table that includes loans evaluated for impairment by segment in Note 4. “Portfolio Loans in the notes to consolidated financial statements for additional information.

Provision for Loan Losses. We recorded $3.1 million in loan loss provision for the three months ended June 30, 2015 compared to $6.0 million for the three months ended June 30, 2014 . Net charge-offs for the three months ended June 30, 2015 were $1.7 million , or 0.13% of average loans on an annualized basis, compared to net charge-offs of $ 1.6 million or 0.15% of average loans on an annualized basis for the three months ended June 30, 2014 . For the six months ended June 30, 2015, provision for loan losses was $5.2 million compared to $10.8 million for the six months ended June 30, 2014. The higher provision in the 2014 periods was mainly the result of loans that became subject to our allowance that formerly were subject to fair value purchase accounting adjustments. For the six months ended June 30, 2015, net charge-offs were $ 3.3 million , or 0.13% , on an annualized basis compared to $5.0 million , or 0.24% , on an annualized basis for the six months ended June 30, 2014.

Changes in Financial Condition between June 30, 2015 and December 31, 2014

Total assets increased $4.1 billion , or 55.8% , to $11.6 billion at June 30, 2015 , compared to $7.4 billion at December 31, 2014 . This increase was mainly due to the following:


•	We acquired $3.5 billion in assets in the HVB Merger.


•	Total portfolio loans increased by $2.4 billion , or 50.3% , to $7.2 billion at June 30, 2015 , compared to $4.8 billion at December 31, 2014 . In addition to organic growth, portfolio loans increased by $1.8 billion as a result of the HVB Merger.


•	Total investment securities increased by $953.4 million , or 55.7% , to $2.7 billion at June 30, 2015 , compared to $1.7 billion at December 31, 2014 . We acquired $713.8 million of securities in the HVB Merger.


•	Cash and cash equivalents increased by $244.9 million to $ 366.4 million at June 30, 2015 , compared to $121.5 million at December 31, 2014 . The increase was mainly due to $879.0 million in cash acquired in the HVB Merger, although we used a portion of the excess liquidity to reduce short-term borrowings.

Total liabilities increased $3.5 billion , or 54.2% , to $9.9 billion at June 30, 2015 , compared to $6.4 billion at December 31, 2014 . This increase was mainly due to the following:


•	Total deposits increased $3.6 billion , or 69.5% , to $8.8 billion at June 30, 2015 , compared to $5.2 billion at December 31, 2014 . We assumed $3.2 billion in deposits in the HVB Merger. Our core retail, commercial and municipal transaction, money market and savings accounts were $8.2 billion , which represented 92.3% of our total deposit balances.


•	FHLB borrowings declined $226.2 million , to $777.0 million at June 30, 2015 , compared to $1.0 billion at December 31, 2014 . The decline in borrowings was due to paydowns of borrowings with the excess liquidity obtained in the HVB Merger.

STERLING BANCORP AND SUBSIDIARIES

Supplemental Reporting of Non-GAAP Financial Measures

Results for the second quarter of 2015 were impacted by pre-tax charges of $42.7 million that were mainly incurred in connection with the HVB Merger, the consolidation of our financial centers and the amortization of non-compete agreements. Excluding the impact of these items, and net gain on sale of securities of $697 thousand and related income tax impact, core net income was $21.4 million , or $0.23 per diluted share.

The following tables show the reconciliation of the tangible equity ratio, core net income, core earnings per share, and core operating efficiency ratio for the periods presented. The Company provides this supplemental reporting of non-GAAP financial measures as management believes this information is useful to investors.



	June 30,
	2015			2014
The following table shows the reconciliation of stockholders’ equity to tangible equity and the tangible equity ratio:
Total assets	$	11,566,382		$	7,250,729
Goodwill and other intangibles	(753,899		)	(435,185		)
Tangible assets	10,812,483			6,815,544
Stockholders’ equity	1,623,110			953,433
Goodwill and other intangibles	(753,899		)	(435,185		)
Tangible stockholders’ equity	869,211			518,248
Common stock outstanding at period end	129,709,834			83,600,529
Tangible equity as a % of tangible assets	8.04		%	7.60		%
Tangible book value per share	$	6.70		$	6.20



	For the three months ended June 30,
	2015			2014
The following table shows the reconciliation of core net income and core earnings per share:
In come before income tax expense	$	(11,328	)	$	21,068
Income tax expense	(3,682		)	6,057
Net income	(7,646		)	15,011

Net gain on sale of securities	(697		)	(1,193		)
Merger-related expense	14,625			—
Charge for asset write-downs, banking systems conversion, retention and severance	28,055			2,321
Gain on sale of financial center and redemption of Trust Preferred Securities	—			(1,637		)
Amortization of non-compete agreements and acquired customer lists	991			1,497
Total charges	42,974			988
Income tax benefit	(13,967		)	(284		)
Total non-core charges net of taxes	29,007			704
Core net income	$	21,361		$	15,715

Weighted average diluted shares	91,950,776			83,806,135
Diluted EPS as reported	$	(0.08	)	$	0.18
Core diluted EPS (excluding total charges)	0.23			0.19

STERLING BANCORP AND SUBSIDIARIES



	For the three months ended June 30,
	2015			2014
The following table shows the reconciliation of the core operating efficiency ratio:
Net interest income	$	63,574		$	58,451
Non-interest income	13,857			13,471
Total net revenue	77,431			71,922
Tax equivalent adjustment on securities interest income	1,562			1,481
Net gain on sale of securities	(697		)	(1,193		)
Core total revenue	78,296			72,210
Non-interest expense	85,659			44,904
Merger-related expense	(14,625		)	—
Charge for asset write-downs, banking systems conversion, retention and severance	(28,055		)	(2,321		)
Banking systems contract termination fee	—			1,637
Amortization of intangible assets	(1,780		)	(2,511		)
Core non-interest expense	41,199			41,709
Core operating efficiency ratio	52.6		%	57.8		%

Liquidity and Capital Resources

Capital. Stockholders’ equity was $1.6 billion at June 30, 2015 , an increase of $647.9 million relative to December 31, 2014 . The increase was mainly the result of the 38.5 million shares issued in the HVB Merger and the issuance of 6.9 million shares in the capital raise which was completed in February 2015. The increase was also due to net income of $9.1 million and stock option exercises and stock-based compensation of $5.2 million during the six month period. These increases were partially offset by dividends declared of $12.2 million and a decline in other comprehensive income of $3.0 million .

We paid dividends of $0.07 per common share in each of the first and second quarter of 2015 and the Board of Directors declared a dividend of $0.07 per common share on July 27, 2015 which is payable August 17, 2015 to our holders as of the record date of August 6, 2015 .

On February 11, 2015 , we completed a public offering of 6.9 million shares of common stock at an offering price of $13.00 per share for gross proceeds of approximately $89.7 million and net proceeds, after underwriting discounts, commissions and other costs of issuance of $85.1 million . The net proceeds from the offering were contributed as equity capital to the Bank; the use of proceeds was for general corporate purposes which included the acquisition of commercial specialty lending businesses. We used a portion of the proceeds of the offering to fund the Damian acquisition and the FCC acquisition.

Basel III Capital Rules. In July 2013, our primary federal regulators published final rules establishing a new comprehensive capital framework for U.S. banking organizations. The rules are discussed in the Requirement Section in Note 14. “Stockholders’ Equity” in the consolidated financial statements”

Liquidity. Liquidity measures the ability to meet current and future cash flow needs as they become due. The liquidity of a financial institution reflects its ability to meet loan requests, to accommodate possible outflows in deposits and to take advantage of interest rate market opportunities. The ability of a financial institution to meet its current financial obligations is a function of its balance sheet structure, its ability to liquidate assets and its access to alternative sources of funds. The objective of our liquidity management is to manage cash flow and liquidity reserves so that they are adequate to fund our operations and to meet obligations and other commitments on a timely basis and at a reasonable cost. We seeks to achieve this objective and ensure that funding needs are met by maintaining an appropriate level of liquid funds through asset/liability management, which includes managing the mix and time to maturity of financial assets and financial liabilities on our balance sheet. Our liquidity position is enhanced by its ability to raise additional funds as needed in the wholesale markets.

Asset liquidity is provided by liquid assets which are readily marketable or pledgeable or which will mature in the near future. Liquid assets include cash, interest-bearing deposits in banks, securities available for sale, cash flow from securities held to maturity and maturities of securities held to maturity.

STERLING BANCORP AND SUBSIDIARIES

Our ability to access liabilities in a timely fashion is provided by access to funding sources which include core deposits, federal funds purchased and repurchase agreements. The liquidity position is continuously monitored and adjustments are made to the balance between sources and uses of funds as deemed appropriate. Liquidity risk management is an important element in our asset/liability management process. We regularly models liquidity stress scenarios to assess potential liquidity outflows or funding problems resulting from economic activity, volatility in the financial markets, unexpected credit events or other significant occurrences. These scenarios are incorporated into our contingency funding plan, which provides the basis for the identification of our liquidity needs. As of June 30, 2015 , management is not aware of any events that are reasonably likely to have a material adverse effect on our liquidity, capital resources or operations. In addition, management is not aware of any regulatory recommendations regarding liquidity, including the Basel III liquidity framework, which, if implemented, would have a material adverse effect on us.

At June 30, 2015 , the Bank had $366.4 million in cash and cash equivalents on hand and unused borrowing capacity at the FHLB of $1.2 billion . In addition, the Bank may purchase additional federal funds from other institutions and enter into additional repurchase agreements.

We are a bank holding company and do not conduct operations. Our primary sources of liquidity are dividends received from the Bank and borrowings from outside sources. Banking regulations may limit the amount of dividends that may be paid by the Bank. At June 30, 2015 , the Bank had capacity to pay up to $33.0 million of dividends. At June 30, 2015 , we had cash on hand of $21.4 million,

In September 2014, we entered into a $15.0 million revolving line of credit facility with a third-party financial institution that matures on September 5, 2015. The use of proceeds are for general corporate purposes. The facility has not been used and requires us and the Bank to maintain certain ratios related to capital, non-performing assets to capital, reserves to non-performing loans and debt service coverage. We and the Bank were in compliance with all requirements at June 30, 2015 .

Item 3. Quantitative and Qualitative Disclosures about Market Risk

Management believes that our most significant form of market risk is interest rate risk. The general objective of our interest rate risk management is to determine the appropriate level of risk given our business strategy, and then manage that risk in a manner that is consistent with our policy to limit the exposure of our net interest income to changes in market interest rates. The Bank’s Asset/Liability Management Committee (“ALCO”), which consists of certain members of senior management, evaluates the interest rate risk inherent in certain assets and liabilities, our operating environment, and capital and liquidity requirements, and modifies our lending, investing and deposit gathering strategies accordingly. A committee of our Board of Directors reviews ALCO’s activities and strategies, the effect of those strategies on our net interest margin, and the effect that changes in market interest rates would have on the economic value of our loan and securities portfolios, as well as the intrinsic value of our deposits and borrowings.

We actively evaluate interest rate risk in connection with our lending, investing, and deposit activities. We emphasize the origination of commercial real estate loans, C&I loans, residential fixed-rate mortgage loans that are repaid monthly and bi-weekly, and adjustable-rate residential and consumer loans. Depending on market interest rates and our capital and liquidity position, we may retain all of the fixed-rate, fixed-term residential mortgage loans that we originate or we may sell or securitize all, or a portion of such longer-term loans, generally on a servicing-released basis. We also invest in shorter term securities, which generally have lower yields compared to longer-term investments. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and securities may help us to better match the maturities and interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates. These strategies may adversely affect net interest income due to lower initial yields on these investments in comparison to longer-term, fixed-rate loans and investments.

Management monitors interest rate sensitivity primarily through the use of a model that simulates net interest income (“NII”) under varying interest rate assumptions. Management also evaluates this sensitivity using a model that estimates the change in our and the Bank’s economic value of equity (“EVE”) over a range of interest rate scenarios. EVE is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts. The model assumes estimated loan prepayment rates, reinvestment rates and deposit decay rates that seem reasonable, based on historical experience during prior interest rate changes.

STERLING BANCORP AND SUBSIDIARIES

Estimated Changes in EVE and NII. The table below sets forth, as of June 30, 2015 , the estimated changes in our (1) EVE that would result from the designated instantaneous changes in the forward rate curves, and (2) NII that would result from the designated instantaneous changes in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied on as indicative of actual results.



Interest rates	Estimated		Estimated change in EVE					Estimated		Estimated change in NII
(basis points)	EVE		Amount			Percent		NII		Amount			Percent
	(Dollars in thousands)
+300	$	1,584,361	$	11,412		0.7	%	$	421,025	$	55,470		15.2	%
+200	1,591,534		18,585			1.2		402,947		37,392			10.2
+100	1,592,164		19,215			1.2		383,658		18,103			5.0
0	1,572,949		—			—		365,555		—			—
-100	1,519,332		(53,617		)	(3.4	)	339,009		(26,546		)	(7.3	)

The table above indicates that at June 30, 2015 , in the event of an immediate 200 basis point increase in interest rates, we would expect to experience a 1.2% increase in EVE and a 10.2% increase in NII. Due to the current level of interest rates, management is unable to reasonably model the impact of decreases in interest rates on EVE and NII beyond -100 basis points.

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in EVE and NII require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The EVE and NII table presented above assumes that the composition of our interest-rate sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions management may undertake in response to changes in interest rates. The table also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the re-pricing characteristics of specific assets and liabilities. Accordingly, although the EVE and NII table provides an indication of our sensitivity to interest rate changes at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes that market interest rates may have on our net interest income. Actual results will likely differ.

During the second quarter of 2015, the federal funds target rate remained in a range of 0.00 - 0.25% as the Federal Open Market Committee (“FOMC”) did not change the target overnight lending rate. U.S. Treasury yields in the two year maturities decreased three basis points from 0.67% to 0.64% in the six months ended June 30, 2015 while the yield on U.S. Treasury 10-year notes increased 18 basis points from 2.17% to 2.35% over the same six month period. The increase in rates on longer-term maturities coupled with the decrease in rates on the short-term maturities resulted in a steeper 2-10 year treasury yield curve at June 30, 2015 relative to December 31, 2014. During the first half of 2015, the FOMC reaffirmed its view that the current 0.00 - 0.25% target range for federal funds remains appropriate. However, the FOMC did change its forward guidance stating that this change does not indicate that the FOMC has decided on the timing of the initial increase in the target range.

Item 4. Controls and Procedures

The Company’s management, including the principal executive officer and principal financial officer, evaluated the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) as of the end of the period covered by this report. Based upon that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in our reports filed with the SEC under the Securities Exchange Act of 1934, as amended, is: (i) recorded, processed, summarized, and reported within the time periods specified in the SEC’s rules and forms; and (ii) accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate to allow timely decisions regarding required disclosure.

Changes in Internal Controls

There were no changes in the Company’s internal controls over financial reporting during the three months ended June 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal controls over financial reporting.

Table of Contents

PART II

Item 1. Legal Proceedings

The “Litigation” section of Note 15. “Commitments and Contingencies” in the consolidated financial statements included in Part I, Item 1 is incorporated herein by reference.

Item 1A. Risk Factors

For information regarding factors that could affect our business, results of operations, financial condition and liquidity, see the risk factors discussed under Part I, Item 1A of our Transition Report on Form 10-K filed March 6, 2015 . There has been no material change in those risk factors.

The risks described in our Transition Report on Form 10-K are not the only risks that we encounter. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially adversely affect our business, results of operations, financial condition and/or liquidity.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

(a) Not applicable.

(b) Not applicable.

Item 3. Defaults Upon Senior Securities

Not Applicable.

Item 4. Mine Safety Disclosure

Not Applicable.

Item 5. Other Information

Not Applicable.

Item 6. Exhibits



Exhibit Number		Description
10.1		Form of Stock Option Award Agreement Pursuant to the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan
10.2		Form of Performance-Based Stock Award Agreement Pursuant to the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan
10.3		Form of NEO Restricted Stock Award Agreement Pursuant to the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan
10.4		Form of non-NEO Restricted Stock Award Agreement Pursuant to the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan
31.1		Certification of the Principal Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2		Certification of the Principal Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1		Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS		XBRL Instance Document
101.SCH		XBRL Taxonomy Extension schema Document
101.CAL		XBRL Taxonomy Extension Calculation Linkbase Document
101.LAB		XBRL Taxonomy Extension Calculation Linkbase Document
101.PRE		XBRL Taxonomy Extension Presentation Linkbase Document
101.DEF		XBRL Taxonomy Extension Definition Linkbase Document

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, there unto duly authorized.

Sterling Bancorp



Date:	August 7, 2015	By:	/s/ Jack Kopnisky
			Jack Kopnisky
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Date:	August 7, 2015	By:	/s/ Luis Massiani
			Luis Massiani
			Senior Executive Vice President and Chief Financial Officer
			(Principal Financial Officer and Principal Accounting Officer)

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

ID: 80-0091851

400 Rella Boulevard

Montebello, NY 10901

Notice of Grant of Stock Options and Stock Option Award Agreement (“Option Agreement” or “Stock Option Award Agreement”)

_______________________________________ Option Number: _________

Name of Option Holder Plan: 2015

Address City State Zip Code

Effective __________ (“Grant Date”), you have been granted [an) Incentive][a Nonqualified] Stock Option to buy __________ shares of STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP) (the “Company”) Common Stock (“Shares”) at an Exercise Price of $_______ per Share.

Options for the following Shares will become vested on the dates shown.



Number of Shares	Vesting Date

By your signature and the Company’s signature below, you and the Company agree that these options are granted under and governed by the terms and conditions of the Plan and the Option Agreement (including Exhibit A), all of which are attached and made a part of this document.

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

________________________________________________ _____________________________

Print Name: Date:

Title:

OPTION HOLDER:

________________________________________________ _____________________________

Print Name: Date:

EXHIBIT A

STERLING BANCORP 2015 OMNIBUS EQUITY AND INCENTIVE PLAN

NOTICE OF GRANT OF STOCK OPTIONS AND STOCK OPTION AWARD AGREEMENT

General Terms and Conditions

Section 1. Incentive Stock Option . If the Option has been granted to an Option Holder who is a non-employee director, it is a Nonqualified Stock Option (“NQSO”). If the Option has been granted to an individual who is an employee and is designated as an Incentive Stock Option (“ISO”), Sterling Bancorp (the “Company”) intends the Option evidenced hereby to be an “incentive stock option” within the meaning of section 422 of the Internal Revenue Code of 1986, as amended (the “Code”). If the Option or any part of the Option does not qualify as an “incentive stock option” under the Code, the Option, or the part not qualifying, shall be treated as an NQSO.

Section 2 . Exercise Period . (a) Subject to section 2(b), the Option Holder shall have the right to purchase all or any portion of the optioned Shares at any time during the period (“Exercise Period”) commencing on the Vesting Date that the Option may be exercised (the “Earliest Exercise Date”) and ending on the earliest to occur of the following dates:

(i) the date and time of the Option Holder’s termination of service with the Company, Sterling National Bank and/or any of their subsidiaries that is a termination for Cause;

(ii) last day of the 3-month period commencing on the date and time of the termination of all service with the Company, Sterling National Bank and/or any of their subsidiaries due to a discharge that is not a termination for Cause;

(iii) the last day of the 1-year period commencing on the date and time of termination of all service with the Company, Sterling National Bank and/or any of their subsidiaries due to death, disability or Retirement, and

(iv) the last day of the ten (10) year period following the date on which the Option was granted.

(b) If the Option is designated as an ISO, in order to preserve the favorable tax treatment applicable to incentive stock options, the Option may not be exercised more than three (3) months after termination of employment for reasons other total and permanent disability (within the meaning of section 22(e)(3) of the Code) or more than one (1) year after termination of employment due to total and permanent disability.

(c) To become vested in an Option, the Option Holder must be in continuous service with the Company, Sterling National Bank and/or any of their subsidiaries during the period beginning on the grant date and ending on the vesting date. In addition, the disinterested members of the Compensation Committee must determine in its discretion that the Option Holder's performance as an officer or employee has been satisfactory. In general, performance is considered satisfactory if the Option Holder has been the subject of a formal written performance appraisal within the most recent twelve (12) months and received a salary increase or one-time payment in lieu of a salary increase and no material negative change in the performance level has occurred. If performance is not determined to have been satisfactory, or, if the Option Holder terminated service with the Company, Sterling National Bank and/or any of their subsidiaries prior to a vesting date, any Options granted hereunder that are scheduled to vest on that vesting date, and any Shares issued upon exercise of such an Option, are deemed forfeited for that Option Holder. Options that are forfeited will be immediately canceled and will cease to be exercisable. Any Shares that are forfeited must be returned to the Company in exchange for a payment equal to Exercise Price paid for the Shares or their Fair Market Value on the date forfeited, whichever is less.

Page 1 of 5

(d) In the event of the Option Holder’s termination of service with the Company, Sterling National Bank and/or any of their subsidiaries due to death or disability, unvested Options with a vesting date that occurs during the calendar year of termination or the following calendar year, and any Shares issued upon exercise of such Options, will be deemed vested as of the termination of service date .

(e) If the Company, Sterling National Bank and/or any of their subsidiaries terminates the Option Holder’s employment without Cause or the Option Holder terminates his or her employment with Good Reason or due to Retirement, the Option Holder will forfeit any Options that are scheduled to vest on or after that date in accordance with Section 2(c) above.

(f) All Options outstanding and which are not exercisable and then vested shall become fully exercisable and vested if both (1) a Change in Control occurs, and (2) at any time after the Change in Control and during the twenty-four (24) month period ending on the second anniversary of the Change in Control, the Option Holder’s service with the Company, Sterling National Bank and/or any of their subsidiaries is terminated without Cause or for Good Reason.

Section 3. Exercise Price . During the Exercise Period, and after the applicable Earliest Exercise Date, the Option Holder shall have the right to purchase all or any portion of the optioned Shares at the Exercise Price per Share.

Section 4. Method of Exercise . The Option Holder may, at any time during the Exercise Period provided by section 2, exercise his or her right to purchase all or any part of the optioned Shares then available for purchase; provided, however , that the minimum number of optioned Shares which may be purchased shall be one hundred (100) or, if less, the total number of optioned Shares then available for purchase. The Option Holder shall exercise such right by:

(a) giving written notice to the Compensation Committee, in the form attached hereto as Appendix A ; and

(b) delivering to the Compensation Committee full payment of the Exercise Price for the optioned Shares to be purchased.

The date of exercise shall be the earliest date practicable following the date the requirements of this section 4 have been satisfied. Payment shall be made (i) in United States dollars by certified check, money order, official bank check or personal check made payable to the order of Sterling Bancorp, (ii) with the Compensation Committee’s approval, in Shares duly endorsed for transfer and with all necessary stock transfer tax stamps attached (or using a “constructive delivery” method approved by the Compensation Committee), already owned by the Option Holder for more than six (6) months as of the exercise date and having an aggregate Fair Market Value on the date the Option is exercised equal to the aggregate Exercise Price to be paid, such Fair Market Value to be determined in such manner as may be provided by the Compensation Committee or as may be required in order to comply with or conform to the requirements of any applicable laws or regulations, (iii) if and to the extent permitted by the Compensation Committee, by directing the Company to withhold from the Shares to be issued upon exercise of the Option (or a portion thereof) being exercised a number of Shares having a Fair Market Value equal to the aggregate Exercise Price to be paid (a “cashless exercise”), or (iv) in a combination of (i), (ii) and (iii). In lieu thereof, payment for any Shares to be purchased upon exercise of an Option may also be made by delivering a properly executed exercise notice to the Company, together with a copy of irrevocable instructions to a broker to deliver promptly to the Company the amount of sale or loan proceeds to pay the Exercise Price and applicable tax withholding amounts (if any).

Section 5. Delivery and Registration of Optioned Shares . As soon as is practicable following the date on which the Option Holder has satisfied the requirements of section 4, the Compensation

Page 2 of 5

Committee shall take such action as is necessary to cause the Company to issue a stock certificate evidencing the Option Holder’s ownership of the optioned Shares that have been purchased. The Option Holder shall have no right to vote or to receive dividends, nor have any other rights with respect to the optioned Shares, prior to the date as of which such optioned Shares are transferred to the Option Holder on the stock transfer records of the Company, and no adjustments shall be made for any dividends or other rights for which the record date is prior to the date as of which such transfer is affected. The obligation of the Company to deliver Shares under this Award Agreement shall, if the Compensation Committee so requests, be conditioned upon the receipt of a representation as to the investment intention of the person to whom such Shares are to be delivered, in such form as the Compensation Committee shall determine to be necessary or advisable to comply with the provisions of applicable federal, state or local law.

Section 6. No Right to Continued Service . Nothing in this Award Agreement nor any action of the Board or Compensation Committee with respect to this Award Agreement shall be held or construed to confer upon the Option Holder any right to a continuation of service by the Company, Sterling National Bank or any of their subsidiaries. The Option Holder may be dismissed or otherwise dealt with as though this Award Agreement had not been entered into.

Section 7. Application of Clawback Policy . Notwithstanding anything in this Award Agreement to the contrary, the Option shall be subject to adjustment and/or recovery, in whole or in part, following the date on which they become vested and payable if and to the extent (i) required by any applicable law, rule or regulation or (ii) provided under the terms of any clawback policy or other policy of similar import adopted by the Company and in effect on the date the Option become vested and payable.

Section 8. Taxes . Where any person is entitled to receive Shares pursuant to the exercise of the Option granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

Section 9. Notices . Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

(a) If to the Compensation Committee:

Sterling Bancorp

c/o Sterling National Bank

400 Rella Boulevard

Montebello, New York

Attention: Compensation Committee and Corporate Secretary

(b) If to the Option Holder, to the Option Holder's address as shown in the Company's records.

Section 10. Restrictions on Transfer . The Option granted hereunder is not transferable by any Option Holder, except that: (i) an Option Holder may transfer an NQSO to his or her family members during his or her lifetime; and (ii) any Option Holder may transfer Options remaining unexercised at his or her death to a beneficiary or by will or by the laws of descent and distribution. Any permitted transfer to family members during an Option Holder’s lifetime shall be effected by written notice

Page 3 of 5

to the Company given in such form and manner as the Compensation Committee may prescribe and shall be recognized only if such notice is received by the Company prior to the death of the person giving it. Thereafter, the permitted transferee shall have, with respect to such Option, all of the rights, privileges and obligations which would attach thereunder to the Recipient except the right to transfer the Option to family members. If a privilege of the Option depends on the life, service, employment or other status of the transferor, such privilege of the Option for the transferee shall continue to depend on the life, service, employment or other status of the transferor. The Compensation Committee shall have full and exclusive authority to interpret and apply the provisions of this Plan to transferees to the extent not specifically described herein.

Section 11. Successors and Assigns . This Award Agreement shall inure to the benefit of and shall be binding upon the Company and the Option Holder and their respective heirs, successors and assigns.

Section 12. Construction of Language . Whenever appropriate in the Award Agreement, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Award Agreement, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 13. Governing Law . This Award Agreement shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of laws principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts having jurisdiction in Rockland County, New York shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Option granted under this Award Agreement, the Option Holder, and any other person claiming any rights under the Award Agreement, agrees to submit himself or herself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 14. Amendment . This Award Agreement may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Option Holder. This Award Agreement amends and supersedes any Stock Option Award Agreement bearing the same grant date.

Section 15. Plan Provisions Control . This Award Agreement and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Agreement, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Agreement, the Option Holder acknowledges receipt of a copy of the Plan. The Option Holder acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Plan other than the Plan, this Award Agreement, and any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Award Agreement.

Page 4 of 5

APPENDIX A TO STOCK OPTION AWARD AGREEMENT

NOTICE OF EXERCISE

Notice is hereby given pursuant to Section 4 of the General Terms and Conditions of my Stock Option Award Agreement that I elect to purchase the number of Shares set forth below at the Exercise Price set forth in my Stock Option Award Agreement:

Stock Option Award Agreement dated: ____________

Number of Shares being purchased: ____________

Total Exercise Price: $____________

This Notice of Exercise is accompanied by the following (check one):

certified check, money order, official bank check or personal check made payable to the order of the Company in an amount equal to the Exercise Price;

_____ Shares of the Company already in my possession with a Fair Market Value of $ ;*

_____ I direct the Company to withhold from the Shares to be issued upon exercise of the Option (or portion thereof) being exercised a number of Shares having a Fair Market Value equal to the aggregate Exercise Price to be paid (a “cashless exercise”);

_____ A combination of the above; I have specified below how I will pay for the Exercise Price and the specific amount for each payment option:



$__________	Payment made in certified check, money order, official bank check or personal check
$__________	Other Company stock in my possession *
$__________	Cashless exercise
$__________	Total Exercise Price

I agree to provide to the Company such additional documents or information as may be required pursuant to the Company's 2015 Omnibus Equity and Incentive Plan.

OPTION HOLDER

By:

Print Name:

* If I elect to exercise by exchanging shares I already own, I will constructively return shares that I already own to purchase the new option shares. If my shares are in certificate form, I must attach a separate statement indicating the certificate number of the shares I am treating as having exchanged. If the shares are held in “street name” by a registered broker, I must provide the Company with a notarized statement attesting to the number of shares owned that will be treated as having been exchanged. I will keep the shares that I already own and treat them as if they are shares acquired by the option exercise. In addition, I will receive additional shares equal to the difference between the shares I constructively exchanged and the total new option shares that I acquired.

DESIGNATION OF BENEFICIARY

General Information: Use this form to designate the Beneficiary(ies) who may exercise Options outstanding to you at the time of your death.




Name of Person Making Designation:				Social Security Number:

BENEFICIARY DESIGNATION:		Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.
A. PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death (attach additional sheets as necessary):

Name	Address		Relationship		Birth date	Share







						Total=100 percent

B. CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Options:

Name	Address		Relationship		Birth date	Share








						Total = 100 percent

SIGN HERE	I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Sterling Bancorp prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Options.
Your signature					Date

------------------------------------------- Internal Use Only ------------------------------------------------



This Beneficiary Designation was received by the Corporate Secretary of Sterling Bancorp on the date indicated. By Authorized Signature Date	Comments

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

ID: 80-0091851

400 Rella Boulevard

Montebello, NY 10901

Performance Award Notice and Award Agreement

Award Number:

Name of Award Holder Plan: 2015

Address City State Zip

Effective __________ (“Award Date”), you have been granted a Performance Award of ________ shares of STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP) (the “Company”) Common Stock. These shares are restricted contingent upon the Service Conditions and the Performance Conditions.

The total Fair Market Value of the Performance Award on the Award Date is $__________.

The Service Conditions and Performance Conditions will be determined on the date(s) below with respect to the Awarded Shares opposite such date(s):



Vesting Date	Awarded Shares

By your signature and the Company’s signature below, you and the Company agree that this award is granted under and governed by the terms and conditions of the Plan and this Award Notice (including Exhibit A), all of which are attached and made a part of this document.

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

________________________________________________ _____________________________

Print Name: Date:

Title:

HOLDER

________________________________________________ _____________________________

Print Name: Date:

EXHIBIT A

STERLING BANCORP

2015 OMNIBUS EQUITY AND INCENTIVE PLAN

PERFORMANCE AWARD NOTICE AND AWARD AGREEMENT

General Terms and Conditions

Section 1. Size and Type of Award . This Award is a performance-based Stock award. The shares of Common Stock (the “Shares”) of Sterling Bancorp (the “Company”) covered by this Award (the “Awarded Shares”) are listed on the Performance Award Notice and Award Agreement (the “Award Notice”), and is subject to all of the terms and conditions of the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan (the “Plan”).

Unless otherwise specified by the Compensation Committee, your Awarded Shares as set forth on this Award Notice will be designated “Escrow,” registered in the name of the Recipient and held by the Compensation Committee, together with a stock power executed by the Recipient in favor of the Compensation Committee, on a pooled basis with other employees’ performance-based Awarded Shares. You may receive additional Shares, or forfeit Awarded Shares, as set forth in Section 2 below.

Your employment with the Company, Sterling National Bank, and/or any of their subsidiaries constitutes adequate consideration for the issuance of the Awarded Shares to you having a value at least equal to the par value of the Awarded Shares, but the vesting conditions described below will nevertheless determine your right to acquire unrestricted ownership of the Awarded Shares.

Section 2. Vesting.

(a) Vesting Conditions . There are conditions you must satisfy before your Performance-Based Stock Award will vest:

(i) You must remain in the continuous service of the Company, Sterling National Bank and/or any of their subsidiaries through the vesting date(s) (the “Vesting Date”) shown in this Award Notice (the “Service Conditions”).

(ii) Any Performance Goal(s) specified in this Award Notice must be met as of the end of their respective Performance Period(s) as determined by the Compensation Committee on the basis of such evidence as it deems appropriate (the “Performance Conditions”).

(iii) Awarded Shares, as adjusted based on satisfaction of the Service Conditions and Performance Conditions, will vest and become non-forfeitable on the Vesting Date.

As a general rule, if you have satisfied BOTH the Service Conditions and the Performance Conditions, your right to the Awarded Shares will be non-forfeitable.

(b) Vesting Date . The Vesting Date for your Awarded Shares, as adjusted, is specified on this Award Notice. If both the Service Conditions and the Performance Conditions are satisfied on the Vesting Date, you will obtain unrestricted ownership of the Awarded Shares, as adjusted, that vest on that Vesting Date. A stock certificate evidencing unrestricted ownership will be transferred to you.

(c) Forfeitures . If you terminate service with the Company, Sterling National Bank and/or any of their subsidiaries prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on or after your termination date. If you remain in continuous service with the Company, Sterling National Bank and/or any of their subsidiaries through the applicable Vesting Date but one or more of the applicable Performance Conditions are not satisfied, you will forfeit any Awarded Shares the vesting of which depended on satisfaction of the unsatisfied Performance Condition(s). When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other evidence of ownership must be returned to the Company. You agree to take any action and execute and deliver any document that the Company requests to effect the return of your unvested Awarded Shares. In the event you do not cooperate with the Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in your name, which the Company determines is necessary to enforce the forfeiture.

(d) Change in Control . The conditions applicable to the Awarded Shares shall be deemed satisfied at the target level and shall become free of all restrictions and become fully vested and transferable if (1) a Change in Control occurs, and (2) at any time after the Change in Control and during the twenty-four (24) month period ending on the second anniversary of the Change in Control, your service with the Company, Sterling National Bank and/or any of their subsidiaries is terminated without Cause or for Good Reason.

(e) Death or Disability . In the event your service terminates due to death or disability, you will receive a pro-rated portion of the Awarded Shares at the end of the Performance Period provided the Performance Conditions are satisfied. The pro-rated portion will be determined by calculating the total number of Awarded Shares you would have received if your employment had not terminated prior to the end of the Performance Period, and multiplying that number by a fraction, the numerator of which is the number of full and partial months of employment that you completed after the Award Date, and the denominator of which is the number of full and partial months between the Award Date and the end of the Performance Period.

(f) Termination without Cause, Termination for Good Reason and Retirement . If the Company, Sterling National Bank and/or any of their subsidiaries terminates your employment without Cause or you terminate your employment with Good Reason or due to Retirement, you will forfeit any Awarded Shares that have not been earned, or for which the Performance Conditions have not been attained, prior to that date, in accordance with Section 2(c) above.

(g) Definition of Service . For purposes of determining the vesting of your Awarded Shares, you will be deemed to be in the service of the Company, Sterling National Bank and/or any of their subsidiaries for so long as you serve in any capacity as an employee, officer, non-employee director or consultant of the Company, Sterling National Bank and/or any of their subsidiaries.

(h) Application of Clawback Policy . Notwithstanding anything in this Award Notice to the contrary, the Awarded Shares and any related dividends shall be subject to adjustment and/or recovery, in whole or in part, following the date on which they become vested and payable if and to the extent (i) required by any applicable law, rule or regulation or (ii) provided under the terms of any clawback policy or other policy of similar import adopted by the Company and in effect on the date the Awarded Shares or dividends, as applicable, become vested and payable.

Section 3. Dividends . Dividends or distributions paid on Awarded Shares, whether or not in cash, will not be paid to you currently. Instead, they will be vested, accumulated and paid to you if, as and when the related Awarded Shares become vested and will be subject to the same Service Conditions and Performance Conditions as the Awarded Shares.

Section 4. Voting and Tender Rights . You will not have the right to vote, or direct the voting of, Awarded Shares, or the right to respond, or direct the response with respect to Awarded Shares to any tender offer, exchange offer or other offer made to the holder of Shares, unless and until the applicable Service Conditions and Performance Conditions have been satisfied and ownership of record of the Awarded Shares has been transferred to you.

Section 5. No Right to Continued Service . Nothing in this Award Notice, or any action of the Board or the Compensation Committee with respect to this Award Notice, shall be held or construed to confer upon you any right to a continuation of service by the Company, Sterling National Bank, or any of their subsidiaries. You may be dismissed or otherwise dealt with as though this Award Notice had not been entered into.

Section 6. Taxes . Where any person is entitled to receive Shares pursuant to the Award granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

Section 7. Notices . Any communication required or permitted to be given under the Plan, including any notice, direction, designation, comment, instruction, objection or waiver, shall be in writing and shall be deemed to have been given at such time as it is delivered personally or five (5) days after mailing if mailed, postage prepaid, by registered or certified mail, return receipt requested, addressed to such party at the address listed below, or at such other address as one such party may by written notice specify to the other party:

If to the Recipient, to the Recipient’s address as shown in the Company’s records.

If to the Compensation Committee:

Sterling Bancorp
c/o Sterling National Bank
400 Rella Blvd.
Montebello, New York
Attention: Compensation Committee and Corporate Secretary

Section 8. Restrictions on Transfer . The Performance-Based Stock Award granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such award be liable for or subject to debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Recipient other than by will or by the laws of descent and distribution or as otherwise permitted by the Plan. To name a beneficiary, complete the attached Appendix A and file it with the Corporate Secretary of the Company.

Section 9. Successors and Assigns . This Award Notice shall inure to the benefit of and shall be binding upon the Company and the Recipient and their respective heirs, successors and assigns.

Section 10. Construction of Language . Whenever appropriate in this Award Notice, words used in the singular may be read in the plural, words used in the plural may be read in the singular, and words importing the masculine gender may be read as referring equally to the feminine or the neuter. Any reference to a section shall be a reference to a section of this Award Notice, unless the context clearly indicates otherwise. Capitalized terms not specifically defined herein shall have the meanings assigned to them under the Plan.

Section 11. Governing Law . This Award Notice shall be construed, administered and enforced according to the laws of the State of New York without giving effect to the conflict of law principles thereof, except to the extent that such laws are preempted by federal law. The federal and state courts having jurisdiction in Rockland County, New York shall have exclusive jurisdiction over any claim, action, complaint or lawsuit brought under the terms of the Plan. By accepting any Award granted under this Award Notice, the Recipient, and any other person claiming any rights under this Award Notice, agrees to submit himself or herself, and any such legal action as he or she shall bring under the Plan, to the sole jurisdiction of such courts for the adjudication and resolution of any such disputes.

Section 12. Amendment . This Award may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Recipient. This Award Notice amends and supersedes any Award Notice bearing the same effective date.

Section 13. Plan Provisions Control . This Award Notice and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan that would apply if this Award Notice were being made under the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Notice, the Recipient acknowledges receipt of a copy of the Plan. The Recipient acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Award other than the Plan, this Award Notice, or any document signed by an authorized representative of the Company that is designated as an amendment of the Plan or this Award Notice.

APPENDIX A TO PERFORMANCE AWARD NOTICE AND AWARD AGREEMENT

Beneficiary Designation Form - Performance-Based Stock



GENERAL INFORMATION				Use this form to designate the Beneficiary(ies) who may receive Performance-Based Stock Awards that become vested at your death.
Name of Person Making Designation						Social Security Number ______—_____—______

BENEFICIARY DESIGNATION			Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death:
Name					Address		Relationship	Birthdate	Share
									%
									%
									% Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Awards:
Name					Address		Relationship	Birthdate	Share
									%
									%
									% Total = 100%
S I G N	H E R E	I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Sterling Bancorp prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Awards. Your Signature Date

---------------------------------------------------- Internal Use Only ------------------------------------------------------------



This Beneficiary Designation was received by the Corporate Secretary of Sterling Bancorp on the date indicated. By Authorized Signature Date	Comments

APPENDIX B TO PERFORMANCE-BASED STOCK AWARD NOTICE

[Insert Performance Vesting Conditions as determined by the Compensation Committee]

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

ID: 80-0091851

400 Rella Boulevard

Montebello, NY 10901

Restricted Stock Award Notice and Award (NEO)

_______________________________________ Award Number: _________

Name of Award Holder Plan: 2015

______

Address City State Zip

Effective __________ (“Award Date”), you have been granted a Restricted Stock Award of ______ shares of STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP) (the “Company”) Common Stock. These shares are restricted until the vesting date(s) shown below.

The award will vest in increments on the date(s) shown.



Shares	Vesting Date

By your signature and the Company’s signature below, you and the Company agree that this Award is granted under and governed by the terms and conditions of the Plan and this Award Notice (including Exhibit A), all of which are attached and made a part of this document.

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

________________________________________________ _____________________________

Print Name: Date:

Title:

HOLDER:

________________________________________________ _____________________________

Print Name: Date:

EXHIBIT A

STERLING BANCORP

2015 OMNIBUS EQUITY AND INCENTIVE PLAN

RESTRICTED STOCK AWARD NOTICE AND AWARD AGREEMENT

General Terms and Conditions

Section 1. General Terms .

(a) Size and Type of Award . The shares of Common Stock (the “Shares”) of Sterling Bancorp (the “Company”) covered by this Award (the “Awarded Shares”) are listed on the Restricted Stock Award Notice and Award Agreement (the “Award Notice”), and is subject to all of the terms and conditions of the Sterling Bancorp 2015 Omnibus Equity and Incentive Plan (the “Plan”).

(b) Tax Election; Holding of Awarded Shares . A certificate evidencing the Awarded Shares will be issued to you and will include a restrictive legend incorporating the terms and conditions of this Award Notice, which will include a one-year holding requirement once the award has fully vested, except for any shares sold in accordance with Section 6 to cover the amount of taxes required to be withheld with respect to such Shares. If permitted by the Compensation Committee, you may elect to be taxed on shares immediately upon their transfer to you instead of later when they vest. If you make this election, you will be required to include in ordinary income, for the taxable year in which the transfer of certificates occurs, an amount equal to the fair market value of the shares on the transfer date. The Company may be allowed to claim a tax deduction, for compensation expense, in a like amount. You make this election by filing a statement of election containing specified items of information with the Internal Revenue Service within thirty (30) days after the date of transfer of the shares to you. You must give a copy of the statement you file to the Company. If you make this election, the vesting of your awards will not subject you to further income tax.

(c) Employment . Your employment with the Company, Sterling National Bank and/or any of their subsidiaries constitutes adequate consideration for the issuance of the Awarded Shares to you having a value at least equal to the par value of the Awarded Shares, but the vesting conditions described below will nevertheless determine your right to acquire unrestricted ownership of the Awarded Shares.

Section 2. Vesting.

(a) Vesting Dates . The vesting dates (the “Vesting Dates”) for your Awarded Shares are specified on this Award Notice. On each Vesting Date, you will obtain unrestricted ownership of the Awarded Shares that vest on that Vesting Date, subject to a one-year holding requirement.

(b) Vesting Conditions . There are conditions you must satisfy before your Restricted Stock Award will vest. If you receive your Restricted Stock Award for services as an officer or employee, you must, except as otherwise provided herein, remain in continuous service from the effective date shown on this Award Notice through the relevant Vesting Date.

(c) Forfeitures . Except as otherwise provided herein, if you terminate service with the Company, Sterling National Bank and/or any of their subsidiaries prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on or after that date. To the extent that any Awarded Shares have vested prior to your termination of service with the Company, the one-year holding requirement will continue to apply. When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other evidence of ownership must be returned to the Compensation Committee or to the Company. You agree to take any action and execute and deliver any document that the Company requests to effect the return of your unvested Awarded Shares. In the event you do not cooperate with the Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in your name, which the Company determines is necessary to enforce the forfeiture.

(d) Change in Control . All of the Awarded Shares shall immediately vest in full and all other restrictions placed on the Awarded Shares shall be removed (and no one-year holding requirement will apply) if both (1) a Change in Control occurs, and (2) at any time after the Change in Control and during the twenty-four (24) month period ending on the second anniversary of the Change in Control, your service with the Company, Sterling National Bank and/or any of their subsidiaries is terminated without Cause or for Good Reason.

(e) Death or Disability . If your service with the Company, Sterling National Bank, and/or any of their subsidiaries ends due to death or disability before the all of the Awarded Shares vest or expiration of the one-year holding requirement, the vesting of such Awarded Shares will be accelerated to such date of termination of service (and no one-year holding requirement will apply) and without any further action on your part. You may designate a beneficiary to receive any Awarded Shares that vest upon your death using the Beneficiary Designation attached as Appendix A .

(f) Termination without Cause, Termination for Good Reason and Retirement . If the Company, Sterling National Bank and/or any of their subsidiaries terminates your employment without Cause or you terminate your employment with Good Reason or due to Retirement, you will forfeit any Awarded Shares that are scheduled to vest on or after that date in accordance with Section 2(c) above. To the extent that any of your Awarded Shares have vested prior to your Retirement date, the one-year holding requirement will continue to apply.

(h) Application of Clawback Policy. Notwithstanding anything in the this Award Notice to the contrary, the Awarded Shares and any related dividends shall be subject to adjustment and/or recovery, in whole or in part, following the date on which they become vested and payable if and to the extent (i) required by any applicable law, rule or regulation or (ii) provided under the terms of any clawback policy or other policy of similar import adopted by the Company and in effect on the date the Awarded Shares or dividends, as applicable, become vested and payable.

Section 3. Dividends . Any dividends declared by the Company with a record date that is after the effective date specified in this Award Notice will be paid in the same manner as for other shareholders.

Section 4. Voting and Tender Rights . You will have the right to vote, or direct the voting of, Awarded Shares.

Section 5. No Right to Continued Service . Nothing in this Award Notice, or any action of the Board or Compensation Committee with respect to this Award Notice, shall be held or construed to confer upon you any right to a continuation of service by the Company, Sterling National Bank or any of their subsidiaries. You may be dismissed or otherwise dealt with as though this Award Notice had not been entered into.

Section 6. Taxes . Where any person is entitled to receive Shares pursuant to the Restricted Stock Award granted hereunder, the Company shall have the right to require such person to pay to the Company the amount of any tax which the Company is required to withhold with respect to such Shares, or, in lieu thereof, to retain, or to sell without notice, a sufficient number of Shares to cover the amount required to be withheld.

If to the Recipient, to the Recipient's address as shown in the Company's records.

If to the Compensation Committee:

Sterling Bancorp
c/o Sterling National Bank
400 Rella Blvd.
Montebello, New York
Attention: Compensation Committee and Corporate Secretary

Section 8. Restrictions on Transfer . The Restricted Stock Award granted hereunder shall not be subject in any manner to anticipation, alienation or assignment, nor shall such award be liable for, or subject to, debts, contracts, liabilities, engagements or torts, nor shall it be transferable by the Recipient other than by will or by the laws of descent and distribution or as otherwise permitted by the Plan. To name a beneficiary, complete the attached Appendix A and file it with the Corporate Secretary of the Company.

Section 9. Successors and Assigns . This Award Notice shall inure to the benefit of and shall be binding upon the Company and the Recipient and their respective heirs, successors and assigns.

Section 12. Amendment . This Award Notice may be amended, in whole or in part and in any manner not inconsistent with the provisions of the Plan, at any time and from time to time, by written agreement between the Company and the Recipient. This Award Notice amends and supersedes any Award Notice bearing the same effective date.

APPENDIX A TO RESTRICTED STOCK AWARD NOTICE AND AWARD AGREEMENT

Beneficiary Designation Form - Restricted Stock



GENERAL INFORMATION				Use this form to designate the Beneficiary(ies) who may receive Restricted Stock Awards that become vested at your death.
Name of Person Making Designation						Social Security Number ______—_____—__________

BENEFICIARY DESIGNATION			Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death:
Name					Address		Relationship	Birthdate	Share
									%
									%
									% Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Restricted Stock Awards:
Name					Address		Relationship	Birthdate	Share
									%
									%
									% Total = 100%
S I G N	H E R E	I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Sterling Bancorp prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Restricted Stock Awards. Your Signature Date

---------------------------------------------------- Internal Use Only ------------------------------------------------------------



This Beneficiary Designation was received by the Corporate Secretary of Sterling Bancorp on the date indicated. By Authorized Signature Date	Comments

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

ID: 80-0091851

400 Rella Boulevard

Montebello, NY 10901

Restricted Stock Award Notice and Award Agreement (non-NEO)

_______________________________________ Award Number: _________

Name of Award Holder Plan: 2015

______

Address City State Zip

The total Fair Market Value of the Award on the Award Date is $___________.

The Award will vest in increments on the date(s) shown.



Shares	Vesting Date

STERLING BANCORP (FKA PROVIDENT NEW YORK BANCORP)

________________________________________________ _____________________________

Print Name: Date:

Title:

HOLDER:

________________________________________________ _____________________________

Print Name: Date:

EXHIBIT A

STERLING BANCORP

2015 OMNIBUS EQUITY AND INCENTIVE PLAN

RESTRICTED STOCK AWARD NOTICE AND AWARD AGREEMENT

General Terms and Conditions

Section 1. General Terms .

(b) Tax Election . A certificate evidencing the Awarded Shares will be issued to you and will include a restrictive legend incorporating the terms and conditions of this Award Notice. If permitted by the Compensation Committee, you may elect to be taxed on shares immediately upon their transfer to you instead of later when they vest. If you make this election, you will be required to include in ordinary income, for the taxable year in which the transfer of certificates occurs, an amount equal to the fair market value of the shares on the transfer date. The Company may be allowed to claim a tax deduction, for compensation expense, in a like amount. You make this election by filing a statement of election containing specified items of information with the Internal Revenue Service within thirty (30) days after the date of transfer of the shares to you. You must give a copy of the statement you file to the Company. If you make this election, the vesting of your awards will not subject you to further income tax.

Section 2. Vesting.

( b ) Vesting Conditions . There are conditions you must satisfy before your Restricted Stock Award will vest. If you receive your Restricted Stock Award for services as an officer or employee, you must, except as otherwise provided herein, remain in continuous service from the effective date shown on this Award Notice through the relevant Vesting Date.

(c) Forfeitures . Except as otherwise provided herein, if you terminate service with the Company, Sterling National Bank and/or any of their subsidiaries prior to a Vesting Date, you will forfeit any Awarded Shares that are scheduled to vest on or after that date. When you forfeit Awarded Shares, all of your interest in the Awarded Shares will be canceled and any stock certificate or other evidence of ownership must be returned to the Compensation Committee or to the Company. You agree to take any action and execute and deliver any document that the Company requests to effect the return of your unvested Awarded Shares. In the event you do not cooperate with the Company in this regard, you hereby appoint and designate the Company as your attorney-in-fact for the purpose of taking any action and signing any document, in your name, which the Company determines is necessary to enforce the forfeiture.

(d) Change in Control . All of the Awarded Shares shall immediately vest in full and all other restrictions placed on the Awarded Shares shall be removed if both (1) a Change in Control occurs, and (2) at any time after the Change in Control and during the twenty-four (24) month period ending on the second anniversary of the Change in Control, your service with the Company, Sterling National Bank and/or any of their subsidiaries is terminated without Cause or for Good Reason.

(e) Death or Disability . If your service with the Company, Sterling National Bank, and/or any of their subsidiaries ends due to death or disability before all of the Awarded Shares vest, , the vesting of such unvested Awarded Shares will be accelerated to such date of termination of service, and without any further action on your part. You may designate a beneficiary to receive any Awarded Shares that vest upon your death using the Beneficiary Designation attached as Appendix A .

(f) Termination without Cause, Termination for Good Reason and Retirement . If the Company, Sterling National Bank and/or any of their subsidiaries terminates your employment without Cause or you terminate your employment with Good Reason or due to Retirement, you will forfeit any Awarded Shares that are scheduled to vest on or after that date in accordance with Section 2(c) above.

(h) Application of Clawback Policy. Notwithstanding anything in this Award Notice to the contrary, the Awarded Shares and any related dividends shall be subject to adjustment and/or recovery, in whole or in part, following the date on which they become vested and payable if and to the extent (i) required by any applicable law, rule or regulation or (ii) provided under the terms of any clawback policy or other policy of similar import adopted by the Company and in effect on the date the Awarded Shares or dividends, as applicable, become vested and payable.

Section 4. Voting and Tender Rights . You will have the right to vote, or direct the voting of, Awarded Shares.

If to the Recipient, to the Recipient's address as shown in the Company's records.

If to the Compensation Committee:

Sterling Bancorp
c/o Sterling National Bank
400 Rella Blvd.
Montebello, New York
Attention: Compensation Committee and Corporate Secretary

Section 9. Successors and Assigns . This Award Notice shall inure to the benefit of and shall be binding upon the Company and the Recipient and their respective heirs, successors and assigns.

Section 13. Plan Provisions Control . This Award Notice and the rights and obligations created hereunder shall be subject to all of the terms and conditions of the Plan that would apply if this Award Notice were being made under the Plan. In the event of any conflict between the provisions of the Plan and the provisions of this Award Notice, the terms of the Plan, which are incorporated herein by reference, shall control. By signing this Award Notice, the Recipient acknowledges receipt of a copy of the Plan. The Recipient acknowledges that he or she may not and will not rely on any statement of account or other communication or document issued in connection with the Award other than the Plan, this Award Notice, or any document signed by an authorized representative of the Company tha t is designated as an amendment of the Plan or this Award Notice.

APPENDIX A TO RESTRICTED STOCK AWARD NOTICE AND AWARD AGREEMENT

Beneficiary Designation Form - Restricted Stock



GENERAL INFORMATION				Use this form to designate the Beneficiary(ies) who may receive Restricted Stock Awards that become vested at your death.
Name of Person Making Designation						Social Security Number ______—_____—__________

BENEFICIARY DESIGNATION			Complete sections A and B. If no percentage shares are specified, each Beneficiary in the same class (primary or contingent) shall have an equal share. If any designated Beneficiary predeceases you, the shares of each remaining Beneficiary in the same class (primary or contingent) shall be increased proportionately.
A PRIMARY BENEFICIARY(IES). I hereby designate the following person as my primary Beneficiary under the Plan, reserving the right to change or revoke this designation at any time prior to my death:
Name					Address		Relationship	Birthdate	Share
									%
									%
									% Total = 100%
B CONTINGENT BENEFICIARY(IES). I hereby designate the following person(s) as my contingent Beneficiary(ies) under the Plan to receive benefits only if all of my primary Beneficiaries should predecease me, reserving the right to change or revoke this designation at any time prior to my death as to all outstanding Restricted Stock Awards:
Name					Address		Relationship	Birthdate	Share
									%
									%
									% Total = 100%
S I G N	H E R E	I understand that this Beneficiary Designation shall be effective only if properly completed and received by the Corporate Secretary of Sterling Bancorp prior to my death, and that it is subject to all of the terms and conditions of the Plan. I also understand that an effective Beneficiary designation revokes my prior designation(s) with respect to all outstanding Restricted Stock Awards. Your Signature Date

---------------------------------------------------- Internal Use Only ------------------------------------------------------------



This Beneficiary Designation was received by the Corporate Secretary of Sterling Bancorp on the date indicated. By Authorized Signature Date	Comments

Exhibit 31.1

Certification of Principal Executive Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Jack Kopnisky, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Sterling Bancorp;


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 7, 2015	By:	/s/ Jack Kopnisky
			Jack Kopnisky
			President, Chief Executive Officer and Director
			(Principal Executive Officer)

Exhibit 31.2

Certification of Principal Financial Officer

Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Luis Massiani, certify that:


1.	I have reviewed this Annual Report on Form 10-K of Sterling Bancorp;


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 7, 2015	By:	/s/ Luis Massiani
			Luis Massiani
			Executive Vice President
			Chief Financial Officer
			Principal Accounting Officer
			(Principal Financial Officer)

Exhibit 32

Certification of Principal Executive Officer and Principal Financial Officer

Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

Jack Kopnisky, Chief Executive Officer and Luis Massiani, Chief Financial Officer of Sterling Bancorp (the “Company”) each certify in his capacity as an officer of the Company that he has reviewed the Annual report on Form 10-K for the year ended June 30, 2015 and that to the best of his knowledge:


(1)	the report fully complies with the requirements of Sections 13(a) or 15(d) of the Securities Exchange Act of 1934; and


(2)	the information contained in the report fairly presents, in all material respects, the financial condition and results of operations of the Company.



Date:	August 7, 2015	By:	/s/ Jack Kopnisky
			Jack Kopnisky
			President, Chief Executive Officer and Director
			(Principal Executive Officer)



Date:	August 7, 2015	By:	/s/ Luis Massiani
			Luis Massiani
			Executive Vice President
			Chief Financial Officer
			Principal Accounting Officer
			(Principal Financial Officer)

A signed original of this written statement required by Section 906 has been provided to Sterling Bancorp and will be retained by Sterling Bancorp and furnished to the Securities and Exchange Commission or its staff upon request.