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SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

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

For the period ended: March 31, 2003

NORTH FORK BANCORPORATION, INC.

(631) 844-1004

Indicate by check mark whether the Company (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 12 months (or for such shorter period that the Company 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 is an accelerated filer (as defined in Rule 12b-2 of the Act). (X) Yes (  ) No

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

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INDEX

PART I. FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

     North Fork Bancorporation, Inc. and Subsidiaries

	1)		Consolidated Balance Sheets
	2)		Consolidated Statements of Income
	3)		Consolidated Statements of Cash Flows
	4)		Consolidated Statements of Changes in Stockholders’ Equity
	5)		Consolidated Statements of Comprehensive Income
	6)		Condensed Notes to Consolidated Financial Statements

ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

The information required by this item is contained throughout Item 2, “Management’s Discussion and Analysis of Financial Condition and Results of Operations” and is incorporated by reference herein.

ITEM 4. CONTROLS AND PROCEDURES

			Senior management maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods prescribed by the SEC, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure. In designing and evaluating the disclosure controls and procedures, senior management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily is required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.
			Senior management, including the Chief Executive Officer and Chief Financial Officer, has evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 13(a)-14(c) under the Securities Exchange Act of 1934, as amended) as of a date within 90 days prior to the filing date of this Report. Based upon that evaluation, senior management, including the Chief Executive Officer and Chief Financial Officer, concluded that our disclosure controls and procedures were effective. Further, there were no significant changes made in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of the most recent evaluation performed by senior management, including the Chief Executive Officer and Chief Financial Officer.

PART II. OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

Not Applicable.

ITEM 2. CHANGES IN SECURITIES AND USE OF PROCEEDS

Not Applicable.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

Not Applicable.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Not Applicable.

ITEM 5. OTHER INFORMATION

Not Applicable.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a)

The following exhibits are submitted herewith:

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(b)

Current Reports on Form 8-K

We furnished or filed the following Current Reports on Form 8-K during the period from January 1, 2003 to the date of the filing of this Report:

	1.		Current Report on Form 8-K, dated January 28, 2003, which includes under Item 9, an announcement that we will be presenting at the Salomon Smith Barney Financial Services Conference in New York City on Wednesday, January 29, 2003. This report has been furnished but not filed pursuant to Regulation FD.
	2.		Current Report on Form 8-K, dated January 29, 2003, which includes under Item 5, an announcement that our Board of Directors approved an increase to our previously announced share repurchase program by 5 million shares bringing the total authorized for repurchase to approximately 6 million shares or 4% of our outstanding shares.
	3.		Current Report on Form 8-K, dated March 5, 2003, which includes under Item 9, an announcement that we will be presenting at the Keefe, Bruyette & Woods, Inc., Eastern Regional Bank Symposium in Boston on Thursday, March 6, 2003. This report has been furnished but not filed pursuant to Regulation FD.
	4.		Current Report on Form 8-K dated April 16, 2003, which includes information being filed pursuant to Item 12 but was filed under Item 9, an announcement of our operating results for the first quarter ended March 31, 2003.
	5.		Current Report on Form 8-K, dated April 23, 2003, which includes under Item 9, an announcement that we presented certain financial data and performance trends for the full year 2002 and the most recent quarter ended 2003 at our Annual Meeting of Stockholders on Tuesday, April 22, 2003. This report has been furnished but not filed pursuant to Regulation FD.

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Consolidated Balance Sheets (unaudited)

See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Income (Unaudited)

See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Cash Flows (unaudited)

See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

(Dollars in thousands, except per share amounts)

See Accompanying Notes to Consolidated Financial Statements

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Consolidated Statements of Comprehensive Income (Unaudited)

See Accompanying Notes to Consolidated Financial Statements.

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North Fork Bancorporation, Inc.
CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
March 31, 2003 and 2002

     In this quarterly report filed on Form 10-Q, where the context requires, “the Company”, “North Fork”, “we”, “us”, and “our” refer to North Fork Bancorporation, Inc. and its subsidiaries.

Forward-Looking Statement:

This document, including information incorporated by reference, contains “forward-looking statements” (as that term is defined in the Private Securities Litigation Reform Act of 1995). In addition, senior management may make forward-looking statements verbally to analysts, investors, the media, and others. These forward looking statements may be identified by the use of such words as: “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar meaning, or future or conditional verbs such as “will”, “would”, “should”, “could”, or “may”.

Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, expected or anticipated revenues, results of operations and our business, with respect to:

	•		projections of revenues, income, earnings per share, capital expenditures, assets, liabilities, dividends, capital structure, or other financial items;
	•		descriptions of plans or objectives of management for future operations, products, or services, including pending acquisition transactions;
	•		forecasts of future economic performance; and
	•		descriptions of assumptions underlying or relating to any of the foregoing.

By their nature, forward-looking statements are subject to risks and uncertainties. There are a number of factors, many of which are beyond our control, that could cause actual conditions, events, or results to differ significantly from those described in the forward-looking statements.

Factors which could cause or contribute to such differences include but are not limited to:

	•		general business and economic conditions on both a regional and national level
	•		worldwide political and social unrest, including acts of war and terrorism
	•		increased competition in the products and services we offer and the markets in which we conduct our business
	•		the interest rate environment
	•		fluctuations in the capital markets, which may directly or indirectly affect our asset portfolio
	•		legislative or regulatory developments, including changes in laws concerning taxes, banking, securities, insurance and other aspects of the financial services industry
	•		technological changes, including the impact of the Internet
	•		monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board
	•		accounting principles, policies, practices or guidelines

     Any forward-looking statements made in this report or incorporated by reference in this report are made as of the date of this report, and, except as required by applicable law, we assume no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements. You should consider these risks and uncertainties in evaluating forward-looking statements and you should not place undue reliance on these statements.

Company Description

     We are a $22 billion multi-bank holding company headquartered in Melville, New York. We operate 171 branches in the New York Metropolitan area, substantially all of which are branches of North Fork Bank, a New York chartered trust company and our primary subsidiary. At March 31, 2003, North Fork Bank’s assets and revenues constituted in excess of 95% of our consolidated assets and revenue. North Fork Bank provides a variety of banking and financial services to middle market and small business organizations, local government units and retail banking customers in the greater New York Metropolitan area. Our other subsidiaries offer financial services and related products such as asset management, securities brokerage and sales of alternative investment products. Our other banking subsidiary, Superior Savings of New England, N.A., is a nationally chartered bank that focuses on gathering deposits throughout the northeast United States.

     We conduct our business in a dense geographic area in the New York City boroughs of Manhattan, Queens, Brooklyn and the Bronx and the four neighboring New York counties of Nassau, Suffolk, Westchester and Rockland. This geographic area has a population exceeding 11 million people comprising over 4 million households and deposits approaching $400 billion. It is a market where a few multi-national banking organizations control a significant portion of the deposits. This competitively attractive environment provides multiple opportunities to gain market share through internal growth, branch expansion and potential acquisitions.

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Basis of Presentation

     Our accounting and reporting policies are in conformity with accounting principles generally accepted in the United States of America and prevailing practices within the financial services industry. The preparation of financial statements, in conformity with accounting principles generally accepted in the United States of America, requires that management make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Such estimates are subject to change in the future as additional information becomes available or previously existing circumstances are modified. Actual results could differ from those estimates. In our opinion, all adjustments have been made for a fair presentation of the results of operations in these financial statements. We have no unconsolidated subsidiaries or unconsolidated special purpose entities.

     You should read these consolidated financial statements and related management’s discussion and analysis together with the financial information in our 2002 Annual Report on Form 10-K, previously filed with the SEC. In reviewing and understanding our financial information, you are encouraged to read and understand the significant accounting policies which are used in preparing our consolidated financial statements. These policies are described in Note 1 to the consolidated financial statements which were presented in our 2002 Annual Report. There have not been any significant changes in the factors or methodology used by management to determine our accounting estimates or applied in our critical accounting policies since December 2002 that are material in relation to our financial condition or results of operations. Of these policies, we believe the most critical to be those underlying our accounting for the allowance for loan losses.

     Results of operations for the three months ended March 31, 2003, are not necessarily indicative of the results of operations which may be expected for the full year 2003 or any other interim period.

Recent Accounting Developments

Accounting for Costs Associated with Exit or Disposal Activities

     In 2002, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 146, “Accounting for Costs Associated with Exit or Disposal Activities”. SFAS 146 requires that a liability for costs associated with an exit or disposal activity be recognized when the liability is incurred rather than when a company commits to such an activity and also establishes fair value as the objective for initial measurement of the liability. SFAS 146 is effective for exit or disposal activities that are initiated after December 31, 2002. The adoption of SFAS 146 had no impact on our consolidated financial statements for the three months ended March 31, 2003.

Guarantor’s Accounting and Disclosure Requirements for Guarantees

     In 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others” (“FIN 45”), which requires additional disclosures by a guarantor about its obligations under certain guarantees that it has issued. FIN 45 also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The most significant instruments impacted for us are financial and performance standby letters of credit. The required FIN 45 disclosure has been incorporated into Management’s Discussion and Analysis – “Credit Related Commitments”. The accounting requirements of FIN 45 became effective for us on January 1, 2003 on a prospective basis. The impact of the adoption was not material to our consolidated financial statements.

Accounting for Stock Based Compensation

     In 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”). SFAS 148 amends SFAS No. 123, “Accounting for Stock-Based Compensation” (“SFAS 123”) to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based compensation. It also amends the disclosure provisions of SFAS 123 to require prominent disclosure in both annual and interim financial statements about the method of accounting for stock-based compensation and the effect of the method used on reported results. The transitional requirements of SFAS 148 were effective for all financial statements for fiscal years ending after December 15, 2002. We have elected not to adopt the fair value method, and continue to account for stock-based compensation plans using the intrinsic value method, as permitted. Accordingly, compensation expense has not been recognized in the accompanying statements of income for stock-based compensation plans, other than for restricted stock awards. Restricted stock awards are recorded as deferred compensation, a component of stockholders’ equity, at the fair value of these awards at the date of grant and are amortized to compensation expense over the awards’ specified vesting periods. Since we have elected to apply the intrinsic value method, we are required to disclose the pro-forma impact on net income and earnings per share that the fair value-based method would have had, if it was applied rather than the intrinsic value method. Our policy with regards to stock-based compensation has been to grant stock options and restricted stock awards at year end. Since stock options are typically awarded at year end and contain a nominal vesting period, no pro forma compensation expense and its related effect on net income and earnings per share has been reported herein (See Footnote 14 — “Common Stock Plans” in our 2002 annual report for additional disclosure).

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Management’s Discussion and Analysis

Financial Summary

Overview

     Selected financial highlights for the three months ended March 31, 2003 and 2002, are set forth in the table below. The succeeding discussion and analysis describes the changes in components of operating results giving rise to net income.

Net Income

Net income in the first quarter of 2003 improved $5.2 million or 5%, to $103.5 million or diluted earnings per share of $.67 as compared to $98.3 million or diluted earnings per share of $.61 for the same period of 2002. Return on average stockholders’ equity and average total assets rose to 27.9% and 1.9%, respectively for the first quarter of 2003 compared to 26.6% and 2.3%, respectively, for the first quarter of 2002.

Net Interest Income

Net interest income is the difference between interest earned on assets and interest incurred on liabilities and constituted 90% of total revenue for the period. Net interest income is affected by the level and composition of assets, liabilities and equity, as well as changes in market interest rates.

Net interest margin is determined by dividing tax equivalent net interest income by average interest-earning assets. The interest rate spread is the difference between the average equivalent yield earned on interest-earning assets and the average rate paid on interest-bearing liabilities. The net interest margin is generally greater than the interest rate spread due to the additional income earned on those assets funded by non-interest-bearing liabilities, primarily demand deposits and stockholders’ equity.

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     The following table presents an analysis of net interest income by each major category of interest earning assets and interest-bearing liabilities for the three months ended March 31;