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UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-K

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2004

Commission File Number 1-10458

NORTH FORK BANCORPORATION, INC.

(Exact name of registrant as specified in its charter)

(Registrant’s telephone number, including area code)

(631) 844-1004

Securities registered pursuant to Section 12(b) of the Act:

Securities registered pursuant to Section 12(g) of the Act:

None

Title of Class

      Indicate by checkmark 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 12 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 þ          No o

      Indicate by checkmark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.     þ

      Indicate by checkmark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act).     Yes þ          No o

      As of June 30, 2004, the aggregate market value of the registrant’s common stock (based on the average stock price on June 30, 2004) of the registrant held by non-affiliates of the registrant was approximately $6,204,180,890.

      As of March 1, 2005, there were 475,340,721 shares of the registrant’s common stock outstanding.

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NORTH FORK BANCORPORATION, INC.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended December 31, 2004

TABLE OF CONTENTS

DOCUMENTS INCORPORATED BY REFERENCE

      Portions of the North Fork Bancorporation, Inc. definitive Proxy Statement for its 2005 annual meeting of shareholders to be held on May 3, 2005, are incorporated by reference in this Annual Report on Form 10-K in response to items under Part III.

FORWARD-LOOKING STATEMENTS

      This Annual Report on Form 10-K contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements are not historical facts but instead represent only our beliefs regarding future events, many of which by their nature, are inherently uncertain and beyond our control. 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 terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly”.

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

      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:

      Readers are cautioned that 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 or revise any 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.

PART I

General Description of Our Company and Business

      We are a regional bank holding company organized under the laws of the State of Delaware with principal banking operations in the Tri-state area. We are among the 20 largest banking organizations in the United States, with approximately $60 billion in total assets at December 31, 2004.

      In 2004, we completed two strategically important acquisitions, GreenPoint Financial Corp. (“GreenPoint”), with $27 billion in total assets, and The Trust Company of New Jersey (“TCNJ”), with $4.1 billion in total assets. The TCNJ acquisition represented our first significant expansion into a state other than New York. In the GreenPoint transaction, we acquired both a New York based retail banking operation, GreenPoint Bank, and a separate nationwide mortgage banking business, GreenPoint Mortgage Funding Inc. headquartered in Novato, California. On February 21, 2005, we completed the integration of GreenPoint’s banking operations into our own, with the merger of GreenPoint Bank into our principal subsidiary, North Fork Bank, a New York State chartered commercial bank. We continue to operate GreenPoint Mortgage Funding Inc. (“GreenPoint Mortgage” or “GPM”), as a separate business. ( See “Recent Acquisitions,” below for additional information).

      North Fork Bank now operates from 355 retail bank branches, located in the Tri-state area. This market area includes all five boroughs of New York City, the remaining portions of Long Island, the New York counties of Westchester and Rockland located north of New York City, and adjacent regions in New Jersey. This geographic area represents one of the most densely populated and wealthiest markets in the nation. Our main offices are in Melville, New York, on the border of Suffolk and Nassau Counties on Long Island. North Fork Bank is the third largest bank in the New York Metropolitan area in terms of deposits, and provides a full range of banking products and financial services to customers, including middle market and small business organizations, and local government units, as well as individual retail customers. Our non-bank subsidiaries, which operate principally through the retail bank network, offer other financial products and services to our clients, including asset management, securities brokerage and alternative investment products. We also operate a second subsidiary bank, Superior Savings of New England, N.A. (“Superior Savings”), headquartered in Branford, Connecticut, which focuses on telephonic and media-based generation of deposits principally in the Northeast.

      Our holding company is a registered bank holding company under the Bank Holding Company Act of 1956, as amended. It is not currently a “financial holding company” as defined under federal law.

      As a result of the recent acquisitions, our activities are internally organized for functional and management reporting purposes into two operating segments: Retail Banking and Mortgage Banking.

      Our principal business is retail banking — extending loans, accepting customer deposits and providing related fee-based services and products including alternative investment products. As a result of the GreenPoint acquisition, we now operate a national mortgage company that is engaged in the business of originating, selling, and servicing a wide variety of mortgages secured primarily by 1-4 family residences and small commercial mortgages. This constitutes a separate operating segment under applicable financial reporting standards. Additional information on our reporting of these separate operating segments is included elsewhere in this Form 10-K, in Item 8, Notes to Consolidated Financial Statements, Note 20 — “Business Segments.”

      Retail Banking Operations. Our retail banking operations, principally conducted through North Fork Bank, are centered in New York, New Jersey and to a lesser extent Connecticut (also referred to as the Tri-state area), although, due in part to recent acquisitions and the hiring of several seasoned bankers from larger financial institutions, our customer base has expanded to include businesses and individuals located throughout the United States. Our business customers include a significant number of small and medium-sized enterprises in addition to businesses having regional or national profiles.

      We provide a full range of banking products and services principally through the retail network. Our lending operations emphasize both commercial and consumer loans. We are a significant provider of commercial and commercial real estate loans, multi-family mortgage loans, construction and land development loans, asset-based lending services, lease financing and business credit services, including lines of credit. Our consumer lending operations emphasize indirect automobile loans, as well as a wide variety of other installment loans. We offer our clients a complete range of deposit products through our bank branch network and on-line banking services. Through our second subsidiary bank, Superior Savings, we also offer deposit products telephonically. We provide our clients, both commercial and consumers, with a full complement of cash management services including on-line banking, and offer directly or through our securities and insurance affiliates alternative investment products. We provide trust, investment management and custodial services through North Fork Bank’s Trust Department and investment advisory services through our registered investment adviser. We do not engage in international lending or banking.

      We actively participate in community development lending, both through North Fork Bank and through a separate community development subsidiary.

      Mortgage Banking. We recently entered into this line of business with our fourth quarter 2004 acquisition of GreenPoint. Through GreenPoint Mortgage we originate single-family and small commercial mortgages throughout the country. The primary origination channel employed by GPM, which makes up approximately 97% of originations, is a national wholesale loan broker and correspondent lender network. These relationships can range from single-person broker shops to large financial institutions. The balance of originations are sourced directly with consumers on a retail platform.

      GPM offers a broad range of mortgage loan products to provide maximum flexibility to its borrowers. These products include jumbo mortgage loans, specialty mortgage loans, home equity loans and to a lesser extent conforming agency mortgage loans. The specialty mortgage loan category includes loans that may fail to satisfy certain elements of agency underwriting criteria, such as those relating to documentation, employment history, income verification, loan–to–value ratios, qualifying ratios, or other compensating factors. These loans serve a particular niche of borrowers willing to pay a premium in the form of potentially higher interest rates in return for more expedient loan processing by virtue of providing less income and asset information, as compared to loans underwritten in conformance with agency standards. These loans are also referred to as Alternative “A” (Alt-A) or NoDoc loans.

      Loan amount limits, maximum loan-to-value ratios and loan pricing are guided by an evaluation of a borrower’s credit history and the loan purpose. This evaluation results in a borrower being classified in a particular loan level category, to which lending parameters have been ascribed by GPM. In making this determination, GPM obtains credit verification from three independent credit bureaus prior to entering into a loan commitment. Factors considered in making the commitment include the number and length of time credit lines have been outstanding, prior mortgage loan payment histories, performance on installment loans and revolving lines of credit, collection and charge-off experience, and prior bankruptcies and foreclosures. GPM also considers a credit score ascribed to the borrower under a credit evaluation methodology developed by Fair, Isaac and Company (“FICO”). FICO risk scores rank-order consumers according to the likelihood that their credit obligations will be paid as expected.

      After origination, GPM packages mortgage loans for whole loan sale into the secondary market and, from time to time, for securitization. Also, certain products are retained in the Bank’s loan portfolio. GPM generally does not retain credit risk for whole loan sales beyond standard representations and warranties. GPM has established loan distribution relationships with various financial institutions such as banks, investment banks, broker-dealers, and REITs, as well as both the Federal National Mortgage Association (“Fannie Mae”) and the Federal Home Loan Mortgage Corporation (“Freddie Mac”) (collectively “the Agencies”).

      GPM also engages in mortgage loan servicing, which includes customer service, escrow administration, default administration, payment processing, investor reporting and other ancillary services related to the general administration of mortgage loans. GPM’s servicing portfolio consists of mortgage loans held for sale by GPM, mortgage loans held for investment by our retail bank and mortgage loans it has originated and sold to third parties, and for which it has retained the right to service. As of December 31, 2004, GPM’s mortgage

servicing portfolio consisted of loans with an aggregate principal balance of approximately $43 billion, of which approximately $28 billion is serviced for investors other than North Fork Bank. GPM can realize the value embedded in its mortgage loan servicing portfolio immediately by selling its mortgage loan servicing rights or, alternatively, it can realize the value gradually over the life of the mortgage loan servicing portfolio through the receipt of monthly mortgage loan servicing fees and imputed interest.

Competition

      Our principal competitors in our retail banking operations are the other major commercial banks engaged in the retail banking business in the Tri-state area. We also compete with smaller independent commercial banks doing business in the area for loans and deposits, with local savings and loan associations and savings banks for deposits, with credit unions for deposits and consumer loans, with insurance companies and money market funds for deposits, and with local consumer finance organizations and the financing affiliates of consumer goods manufacturers (especially automobile manufacturers) for consumer loans. Notwithstanding our recent acquisitions, our principal competitors are substantially larger institutions with easier access to funding sources and greater capital bases, which may enable them to better withstand periods of severe market pressure. In setting rate structures for our retail banking products, we refer to a wide variety of financial information and indices, including the rates charged or paid by the other major commercial banks in the region and the rates fixed periodically by smaller, local competitors. Our second subsidiary bank, Superior Savings, competes with the other financial institutions that focus on telephonic and media-based generation of deposits in the Northeast.

      GreenPoint Mortgage experiences competition primarily from other large mortgage banking companies with nationwide origination networks, as well as from commercial banks and savings and loans with significant mortgage banking operations. Competition in the mortgage industry may occur on various levels, including loan origination, mortgage servicing, marketing and pricing. Many of our mortgage banking competitors are substantially larger and have more capital and additional resources than our operations. Many of our competitors are well established in the specialty mortgage loan market and a number of others are recent entrants into that market seeking the relatively attractive profit margins currently associated with specialty mortgage loan products. To the extent market pricing for specialty mortgage loan products becomes more competitive, it may be more difficult for us to originate and purchase mortgage loans with attractive yields in sufficient volume to maintain historical profit margins.

      Our ability to compete effectively in both retail banking and mortgage banking depends on the relative performance of our products and services, the degree to which our products and services appeal to customers and the extent to which we are able to meet customers’ objectives and needs. In addition, our ability to compete depends on our ability to continue to attract and retain our senior management as well as other key personnel.

Capital and Liquidity

      Information regarding our capital and liquidity is included elsewhere in this Form 10-K, in Item 7, Management’s Discussion and Analysis — “Capital,” Item 7A, Quantitative & Qualitative Disclosures about Market Risk — “Liquidity Risk Management”, and Item 8, Notes to Consolidated Financial Statements, Note 16 — “Capital.”

Recent Acquisitions

      We completed two strategically important acquisitions in 2004, GreenPoint Financial Corp., the largest thrift organization headquartered in New York State, and The Trust Company of New Jersey, the fourth largest commercial bank headquartered in New Jersey.

      On October 1, 2004, we acquired GreenPoint in a transaction involving the merger of GreenPoint’s holding company into our holding company. In the merger, GreenPoint’s shareholders received 1.0514 shares of our common stock for each of their shares of GreenPoint common stock, for a total issuance of 210.3 million shares (adjusted for the three-for-two stock split) of our common stock (excluding shares

reserved for issuance under converted GreenPoint options). As a result of the transaction, we acquired $27 billion in assets, $6.8 billion in securities, $5.1 billion in loans held-for-sale, $12.8 billion in loans held-for-investment, $12.8 billion in deposits, $11.4 billion in borrowings, and 95 branches located in and around New York City. We also acquired GreenPoint’s mortgage banking operations, GreenPoint Mortgage Funding Inc., which had total originations of $39.8 billion in 2004. On February 21, 2005, we completed the integration of GreenPoint’s retail banking operations into our own by merging GreenPoint Bank into North Fork Bank. We continue to operate GreenPoint’s mortgage banking business as a separate subsidiary.

      On May 14, 2004, we acquired TCNJ, a New Jersey state-chartered bank, in a transaction involving a stock-for-stock exchange. In the transaction, TCNJ was merged into North Fork Bank and TCNJ shareholders received one share of our common stock for each of their shares of TCNJ common stock, for a total issuance of 27.8 million shares (adjusted for the three-for-two stock split) of our common stock (excluding shares reserved for issuance under converted TCNJ options). As a result of the transaction, we acquired $4.1 billion in total assets, $3.2 billion in deposits and $2.1 billion in loans, together with 73 bank branches in New Jersey.

      In addition to the 2004 transactions, we have also completed thirteen acquisition transactions since 1988. Twelve of these acquired entities were either thrift companies or smaller commercial banks. We also acquired one investment advisory entity. We summarize below the three other acquisitions completed in the preceding five calendar years.

      In November 2001, we purchased the domestic banking business of Commercial Bank of New York (“CBNY”) for approximately $175 million in cash. The acquired business consisted of $1.2 billion in total assets, $310 million in loans and $898 million in deposits. At closing of the transaction, we merged CBNY into North Fork Bank. Also acquired were CBNY’s fourteen retail bank branches, nine located in the New York City borough of Manhattan.

      In February 2000, we acquired Reliance Bancorp, Inc. (“Reliance”), the parent company of Reliance Federal Savings Bank, in a transaction accounted for under the purchase method of accounting. The exchange ratio in the acquisition was 2.0 shares of our common stock for each share of Reliance’s common stock outstanding, or a total issuance of 17.1 million of our common shares (pre-split); (excluding shares reserved for issuance under converted Reliance options). At closing of the transaction, we merged Reliance Federal Savings Bank into North Fork Bank. In the transaction, we acquired $2.4 billion in total assets, $.9 billion in net loans and $1.5 billion in deposits, and 29 bank branches on Long Island and in the New York City borough of Queens.

      In February 2000, we acquired JSB Financial, Inc. (“JSB”), the parent company of Jamaica Savings Bank, in a transaction accounted for under the pooling of interest method of accounting. The exchange ratio was 3.0 shares of our common stock for each share of JSB’s common stock outstanding for a total issuance of 28.3 million of our common shares (pre-split). At closing, Jamaica Savings Bank was merged into North Fork Bank. In the acquisition, we acquired $1.7 billion in total assets, $1.3 billion in loans and $1.1 billion in deposits, as well as 13 bank branches in and around New York City.

Stockholder Access to Additional Company Information

      We make available, free of charge, on or through the Investor Relations section of our website, our periodic and current reports filed with, or furnished to, the Securities and Exchange Commission (i.e., earlier annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K). Our internet address is www.northforkbank.com and the Investor Relations section of our website is accessed from the home page by clicking on Investor Relations. We post such reports on our website as soon as reasonably practicable after we electronically file such material with, or furnish it to, the Securities and Exchange Commission. Also posted on our website or available in print upon request of any shareholder to our Corporate Secretary’s office, are our Corporate Governance Guidelines, Business Code of Conduct, and the Charters of our Audit Committee, Compensation and Stock Committee, and Nominating and Governance Committee. Our Corporate Secretary’s office can be contacted at North Fork Bancorporation, Inc.; Attention: Corporate

Secretary’s office; 275 Broadhollow Road, Melville, NY 11747 by mail or by calling 631-501-4618 or through e-mail: through the Investor Relations section of our website, listed above.

SUPERVISION AND REGULATION

Laws and Regulations Applicable to Bank Holding Companies

      General. As a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the “BHC Act”), we are subject to regulation and supervision by the Federal Reserve Board (the “FRB”). The FRB has the authority to issue cease and desist orders or take other enforcement action against our holding company if it determines that our actions represent unsafe and unsound practices or violations of law. Regulation by the FRB is intended to protect depositors of our subsidiary banks and the safety and soundness of the U.S. banking system, not our stockholders.

      Limitation on Acquisitions. The BHC Act requires a bank holding company to obtain prior approval of the FRB before: (1) taking any action that causes a bank to become a controlled subsidiary of the bank holding company; (2) acquiring direct or indirect ownership or control of voting shares of any bank or bank holding company, if the acquisition results in the acquiring bank holding company having control of more than 5% of the outstanding shares of any class of voting securities of such bank or bank holding company, unless such bank or bank holding company is majority-owned by the acquiring bank holding company before the acquisition; (3) acquiring all or substantially all the assets of a bank; or (4) merging or consolidating with another bank holding company.

      Limitation on Activities. The activities of bank holding companies are generally limited to the business of banking, managing or controlling banks, and other activities that the FRB has determined to be so closely related to banking or managing or controlling banks as to be a proper incident thereto. Bank holding companies that qualify and register as “financial holding companies” are also able to engage in certain additional financial activities, such as merchant banking and securities and insurance underwriting, subject to limitations set forth in federal law. We are not at this date a “financial holding company.”

      Regulatory Capital Requirements. The FRB has promulgated capital adequacy guidelines for use in its examination and supervision of bank holding companies. If a bank holding company’s capital falls below minimum required levels, then the bank holding company must implement a plan to increase its capital, and its ability to pay dividends, make acquisitions of new banks or engage in certain other activities such as issuing brokered deposits may be restricted or prohibited.

      The FRB currently uses two types of capital adequacy guidelines for holding companies, a two-tiered risk-based capital guideline and a leverage ratio guideline. The two-tiered risk-based capital guideline assigns risk weightings to all assets and certain off-balance sheet items of the holding company’s banking operations, and then establishes a minimum ratio of the holding company’s “Tier 1” Capital to the aggregate dollar amount of risk-weighted assets (which amount is usually less than the aggregate dollar amount of such assets without risk weighting) and a minimum ratio of the holding company’s total capital (“Tier 1” Capital plus “Tier 2” Capital, adjusted) to the aggregate dollar amount of such risk-weighted assets. The leverage ratio guideline establishes a minimum ratio of the holding company’s Tier 1 Capital to its total tangible assets, without risk-weighting.

      Under both guidelines, Tier 1 Capital (sometimes referred to as “core capital”) is defined to include: common shareholders’ equity (including retained earnings), qualifying non-cumulative perpetual preferred stock and related surplus, qualifying cumulative perpetual preferred stock and related surplus, trust preferred securities, and minority interests in the equity accounts of consolidated subsidiaries (limited to a maximum of 25% of Tier 1 Capital). Goodwill and most intangible assets are deducted from Tier 1 Capital.

      For purposes of the total risk-based capital guidelines, Tier 2 Capital (sometimes referred to as “supplementary capital”) is defined to include: allowances for loan and lease losses (limited to 1.25% of risk-weighted assets), perpetual preferred stock not included in Tier 1 Capital, intermediate-term preferred stock and any related surplus, certain hybrid capital instruments, perpetual debt and mandatory convertible debt

securities, and intermediate-term subordinated debt instruments (subject to limitations). The maximum amount of qualifying Tier 2 Capital is 100% of qualifying Tier 1 Capital. For purposes of the total capital guideline, total capital equals Tier 1 Capital, plus qualifying Tier 2 Capital, minus investments in unconsolidated subsidiaries, reciprocal holdings of bank holding company capital securities, and deferred tax assets and other deductions.

      The FRB’s current capital adequacy guidelines require that a bank holding company maintain a Tier 1 risk-based capital ratio of at least 4%, a total risk-based capital ratio of at least 8%, and a Tier 1 leverage ratio of 3% to 5%. Top performing companies may be permitted to operate with slightly lower Tier 1 leverage capital ratios, while poor performing or troubled institutions may be required to maintain or build higher Tier 1 leverage capital ratios.

      As of December 31, 2004, our holding company was in compliance with all of the FRB’s capital adequacy guidelines. Additional information on capital adequacy requirements is included elsewhere in this Form 10-K, in Item 7, Management’s Discussion and Analysis — “Capital,” and in Item 8, Notes to Consolidated Financial Statements, Note 16 — “Capital.”

      Source of Strength. FRB policy requires a bank holding company to serve as a source of financial and managerial strength to its subsidiary banks. Under this “source of strength doctrine,” a bank holding company is expected to stand ready to use its available resources to provide adequate capital funds to its subsidiary banks during periods of financial stress or adversity, and to maintain resources and the capacity to raise capital that it can commit to its subsidiary banks. Furthermore, the FRB has the right to order a bank holding company to terminate any activity that the FRB believes is a serious risk to the financial safety, soundness or stability of any subsidiary bank.

      Liability of Commonly Controlled Institutions. Under cross-guaranty provisions of the Federal Deposit Insurance Act (the “FDIA”), each bank subsidiary of a bank holding company is liable for any loss incurred by the Federal Deposit Insurance Corporation’s insurance fund for banks in connection with the failure of any other bank subsidiary of the bank holding company.

Laws and Regulations Applicable to the Company’s Subsidiary Banks

      General. North Fork Bank, a New York state non-member bank, is subject to regulation, supervision and periodic examinations by the New York State Banking Department (“NYSBD”) and the Federal Deposit Insurance Corporation (“FDIC”). Superior Savings, is subject to regulation, supervision and periodic examinations by the Office of the Comptroller of the Currency (“OCC”). These bank regulatory agencies are empowered to issue cease and desist orders or take other enforcement action against the banks if they determine that the banks’ activities represent unsafe and unsound banking practices or violations of law. Regulation by these agencies is designed to protect the depositors of the banks and the safety and soundness of the U.S. banking system, not shareholders of the Company.

      Bank Regulatory Capital Requirements. The FDIC and the OCC have adopted minimum capital requirements applicable to state non-member banks and national banks, respectively. These bank capital requirements are similar to the capital adequacy guidelines established by the FRB for bank holding companies, discussed above under “Laws and Regulations Applicable to Bank Holding Companies — Regulatory Capital Requirements.”

      The federal bank regulators have established a five-category classification system for purposes of grading the capital adequacy of individual banks. Depending on the status of a bank’s capitalization under this classification system, federal law may require or permit the regulators to take certain corrective actions against the bank. The following are the five capital classifications:

      A bank is:

Federal banking laws require the federal regulatory agencies to take prompt corrective action against undercapitalized banks, that is, banks falling into one of the latter three categories set forth above. As of December 31, 2004, our bank subsidiaries were “well capitalized” under applicable requirements.

      Deposit Insurance and Assessments. The deposits of North Fork Bank and Superior Savings are insured by the FDIC’s Bank Insurance Fund, in general up to a maximum of $100,000 per insured depositor. Under federal banking regulations, insured banks are required to pay semi-annual assessments to the FDIC for deposit insurance. The FDIC’s assessment system requires insured banks to pay varying assessment rates, depending upon the level of the bank’s capital, the degree of supervisory concern over the bank, and the portion, if any, of the bank’s deposits attributable to the bank’s earlier acquisition of institutions insured under the FDIC’s Savings Association Insurance Fund. The FDIC has the authority to increase the annual assessment rates as necessary to ensure the safety of its insurance fund, without limitation.

      Limitations on Interest Rates and Loans to One Borrower. The rate of interest a bank may charge on certain classes of loans may be limited by state and federal law. If and when they apply, they may serve to restrict net interest income earned on certain classes of loans. Federal and state laws impose additional restrictions on the lending activities of banks including, among others, the maximum amount that a bank may loan to one borrower.

      Payment of Dividends. Our subsidiary banks are subject to federal and state bank corporation laws limiting the payment of cash dividends by banks. Typically, such laws restrict dividends to undivided profits generally or profits earned during preceding periods. In addition, under federal banking law, an FDIC-insured institution may not pay dividends while it is undercapitalized or if payment would cause it to become undercapitalized. The FDIC and the OCC also have authority to prohibit or to limit the payment of dividends by a bank if, in the banking regulator’s opinion, payment of a dividend would constitute an unsafe or unsound practice in light of the financial condition of the banking organization.

      The USA Patriot Act. The USA Patriot Act of 2001, as amended (the “Patriot Act”), has broadened existing anti-money laundering legislation while imposing new compliance and due diligence obligations on banks and other financial institutions, with a particular focus on detecting and reporting money-laundering transactions involving domestic or international customers. The U.S. Treasury Department has issued and will continue to issue regulations clarifying the Patriot Act’s requirements. The Patriot Act requires all “financial institutions,” as defined, to establish certain anti-money laundering compliance and due diligence programs.

      Recently, the regulatory agencies have intensified their examination procedures in light of the Patriot Act’s anti-money laundering and bank secrecy act requirements. The Company believes that its controls and procedures are in compliance with the Patriot Act.

      Community Reinvestment Act. Our subsidiary banks are subject to the federal Community Reinvestment Act (the “CRA”) and implementing regulations. CRA regulations establish the framework and criteria by which the federal bank regulatory agencies assess an institution’s record of helping to meet the credit needs of its community, including low- and moderate-income neighborhoods. Some states have enacted their own community reinvestment laws and regulations applicable to financial institutions doing business within their borders. A banking institution’s performance under the federal CRA and any applicable state community reinvestment act laws is taken into account by regulators in reviewing certain applications made by the institution, including applications for approval of expansion transactions such as mergers and branch acquisitions.

      Transactions with Affiliates. Our subsidiary banks are subject to federal laws which limit certain transactions between banks and their affiliated companies, including loans, other extensions of credit, investments or asset purchases. Among other things, these laws place a ceiling on the aggregate dollar amount of such transactions expressed as a percentage of the bank’s capital and surplus. Furthermore, loans and extensions of credit from banks to their non-bank affiliates, as well as certain other transactions, are required to be secured in specified amounts. Finally, the laws require that such transactions with affiliates be on terms and conditions that are or would be offered to nonaffiliated parties. We carefully monitor our compliance with these restrictions on transactions between our banks and their affiliates.

      Other Laws. Our subsidiary banks are subject to a variety of other laws particularly affecting banks and financial institutions, including laws regarding permitted investments; loans to officers, directors and their affiliates; security requirements; anti-tying limitations; anti-money laundering, financial privacy and customer identity verification; truth-in-lending; permitted types of interest bearing deposit accounts; trust department operations; brokered deposits; and audit requirements.

Laws Governing Interstate Banking and Branching.

      Under federal law, a bank holding company generally is permitted to acquire additional banks located anywhere in the United States, including in states other than the acquiring holding company’s home state. There are a few limited exceptions to this ability, such as interstate acquisitions of newly-organized banks (if the law of the acquired bank’s home state prohibits such acquisitions), interstate acquisitions of banks where the acquiring holding company would control more than 10% of the total amount of insured deposits in the United States, and interstate acquisitions where the acquiring holding company would control more than 30% of the insured deposits in the acquired bank’s home state (or any lower percentage established by the acquired bank’s home state), unless such acquisition represents the initial entry of the acquiring holding company into the acquired bank’s home state or where the home state waives such limit by regulatory approval or by setting a higher percentage threshold for the insured deposit limit.

      Under federal law, banks generally are permitted to merge with banks headquartered in other states, thereby creating interstate branches. The principal exception to this ability is a merger with a bank in another state that is a newly organized bank, if the laws of the other state prohibit such mergers. Interstate bank mergers are subject to the same type of limits on the acquiring bank and its bank affiliates controlling deposits in the acquired institution’s home state as interstate bank acquisitions. In addition, banks may acquire one or more branches from a bank headquartered in another state or establish de novo branches in another state, if the laws of the other state permit such branch acquisitions or the establishment of such de novo branches.

      States may prohibit acquisitions of an in-state bank or bank branches by an out-of state bank or bank holding company controlling only out-of state banks, if such acquisition would result in the acquiring institution’s controlling more than a specified percentage of in-state deposits, provided such restriction applies as well to acquisitions of in-state banks or bank branches by in-state banking organizations.

Regulation of Mortgage Banking

      As a subsidiary of our principal bank, North Fork Bank, GreenPoint Mortgage is subject to regulation and supervision by the bank’s regulators, the NYSBD and the FDIC. As a separate subsidiary engaged in the business of mortgage banking on a nationwide basis, we are subject from time to time to licensing and other legal and regulatory requirements imposed by states in which we engage in significant business operations. These laws and regulations, which often are intended to protect consumers, may restrict our ability to change the fees or rates we would otherwise charge by agreement with customers, in connection with providing them mortgage lending services and products.

Regulation of Other Non-Banking Activities

      Federal and state banking laws affect the ability of bank holding companies and their subsidiary banks to engage, directly or indirectly through non-bank subsidiaries, in activities of a non-traditional banking nature, such as insurance agency, securities brokerage, or investment advisory activities. To the extent that we are

authorized to engage and do engage in such activities, through our bank or non-bank subsidiaries, we comply with the applicable banking laws, as well as any other laws and regulations specifically regulating the conduct of these non-banking activities, such as the federal and state securities laws, regulations of self-regulatory organizations such as the National Association of Securities Dealers and state insurance laws and regulations. These laws and regulations are principally focused on protecting consumers rather than shareholders or other investors.

Changes in Law and Regulation Affecting the Company Generally

      Future Legislation. Various legislation is from time to time introduced in Congress and in the legislatures of states in which we do business. Such legislation may change our operating environment and the operating environment of our subsidiaries in substantial and unpredictable ways. We cannot determine the ultimate effect that potential legislation, if enacted, or implementing regulations, would have upon our financial condition or results of operations or upon our shareholders.

      Fiscal and Monetary Policies. Our business and earnings are affected significantly by the fiscal and monetary policies of the federal government and its agencies. We are particularly affected by the policies of the FRB, which regulates the supply of money and credit in the United States. Among the instruments of monetary policy available to the FRB are conducting open market operations in United States government securities, changing the discount rates of borrowings of depository institutions, imposing or changing reserve requirements against depository institutions’ deposits, and imposing or changing reserve requirements against certain borrowings by banks and their affiliates.

      These methods are used in varying degrees and combinations to directly effect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the FRB have a material effect on our business, results of operations and financial condition.

      Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act of 2002 imposed significant new responsibilities on publicly held companies such as North Fork, particularly in the area of corporate governance. We, like other public companies, have reviewed and reinforced our internal controls and financial reporting procedures in response to the various requirements of Sarbanes-Oxley and implementing regulations issued by the Securities and Exchange Commission and the New York Stock Exchange. We have observed and will continue to observe full compliance with these new legal requirements. We have always emphasized best practices in corporate governance as the most effective way of assuring shareholders that their investment is properly managed and their interests remain paramount.

      The discussion in the preceding pages of various aspects of law and regulation is merely a summary which does not purport to be complete and which is qualified in its entirety by reference to the actual statutes and regulations.

Certification to the New York Stock Exchange on Corporate Governance

      The Chief Executive Officer of the Company has certified to the New York Stock Exchange under the NYSE’s Rule 303A.12, that he is not aware of any violation by the Company of NYSE corporate governance listing standards.

Employees

      As of December 31, 2004, we had 7,198 full-time employees and 1,355 part-time employees. We do not maintain collective bargaining agreements with any groups of employees. We consider our relationship with our employees to be very good, allowing us to retain key employees, while attracting talented new personnel.

      Our principal executive and administrative offices are located in two adjacent facilities located at 265 and 275 Broadhollow Road in Melville, New York. These facilities comprise approximately 260,000 square feet of leased space, pursuant to lease agreements expiring in 2018 (with options to renew for up to 10 additional

years). We occupy a 75,000 square foot operations center, that we own, at 9025 Main Road in Mattituck, New York. The main office of North Fork Bank also is in Mattituck and the main office of Superior Savings of New England, N.A. is in Branford, Connecticut. Each is an owned facility. The principal offices of GreenPoint Mortgage is located at 100 Wood Hollow Drive in Novato, California and comprise 125,000 square feet of leased space, pursuant to a lease agreement that expires in 2011 (with options to renew for up to 10 additional years). GPM also occupies a 35,000 square foot servicing center, that we own, at 2300 Brookstone Center Parkway in Columbus, Georgia.

      At December 31, 2004, of our 355 retail bank branches, 117 were owned and 238 were leased under long-term lease arrangements expiring at various times through 2026. In addition, GreenPoint Mortgage operates retail and wholesale branches throughout the United States, all of which are leased.

      Additional information regarding properties is included elsewhere in this Form 10-K, in Item 8, Notes to Consolidated Financial Statements, Note 6 — “Premises and Equipment” and Note 18 — “Other Commitments and Contingent Liabilities.” We are also subject to leases for other facilities that have been vacated as a result of consolidation following acquisitions. We have subleased the majority of these vacated facilities.

      We are subject to certain pending and threatened legal actions which arise out of the normal course of our business, including typical customer claims and counterclaims arising out of the retail banking and mortgage banking business. We believe that the resolution of any pending or threatened litigation will not have a material adverse effect on our financial condition or results of operations.

      No matters were submitted to a vote of stockholders during the fourth quarter of 2004.

      The following information is provided for the holding company’s executive officers as of January 1, 2005. Each of the listed executives is also a director of the holding company. The executives are elected annually by the Board of Directors.

      John A. Kanas, 58, has been the President of our holding company since it was organized in 1981, and the President of North Fork Bank since 1977. He has been the Chairman of the Board of the holding company since 1986 and of North Fork Bank since 1987, and the Chief Executive Officer of the holding company and North Fork Bank since 1988.

      John Bohlsen, 62, has been the Vice Chairman of the Board of our holding company and of North Fork Bank since 1992 and a member of the Board of Directors since 1986.

      Daniel M. Healy, 62, has been the Executive Vice President and Chief Financial Officer of our holding company and of North Fork Bank since 1992 and a member of the Board of Directors since 2000.

PART II

      The outstanding shares of our common stock are listed and traded on the New York Stock Exchange under the symbol NFB. Information relating to the high and low sales prices of our common stock for each full quarterly period during 2004 and 2003 is set forth under Item 8, “Notes to Consolidated Financial Statements”, Note 22 — “Quarterly Financial Information” of the Annual Report on Form 10-K. As of March 1, 2005, there were 13,254 holders of record of North Fork common stock.

      On September 28, 2004, our Board of Directors approved a three-for-two stock split that was paid on November 15, 2004. Accordingly, all historical per share amounts included in this Form 10-K have been adjusted to reflect the split.

      We declared quarterly cash dividends on our common stock in the amount of $.20 per share for each of the first two quarters of 2004 and $.22 per share for the third and fourth quarters of 2004. For the year 2003, we declared quarterly cash dividends on our common stock in the amount of $.18 in each of the first three

quarters and $.20 fourth quarter. Additional information regarding dividends and restrictions thereon, and market price information is included elsewhere in this Form 10-K, in Item 7, Management’s Discussion and Analysis — “Capital” Item 7A, Quantitative and Qualitative Disclosures About Market Risk — “Liquidity Risk Management” and Item 8, Notes to Consolidated Financial Statements, Note 16 — “Capital,” and Note 22 — “Quarterly Financial Information”.

Issuer Purchases of Equity Securities

      The following table provides common stock repurchases made by us or on our behalf during the fourth quarter:

      Selected financial data for each of the years in the five-year period ended December 31, 2004 are set forth below. Our consolidated financial statements and notes thereto as of December 31, 2004 and 2003 and for each of the years in the three-year period ended December 31, 2004 are included elsewhere in this 10-K.

     Return on average tangible assets is computed by dividing net income, as reported plus amortization of identifiable intangible assets, net of taxes, by average total assets less average goodwill and average identifiable intangible assets.

     Return on average tangible equity is computed by dividing net income, as reported, plus amortization of identifiable intangible assets, net of taxes, by average total stockholders’ equity less average goodwill and average identifiable intangible assets.

      Unless specifically stated otherwise, all references to 2004, 2003 and 2002 refer to our fiscal year ended. When we use the terms “North Fork”, “we”, “us” and “our” we mean North Fork Bancorporation, Inc. and its subsidiaries.

      In this discussion, we have included statements that may constitute “forward looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. These forward looking statements are

not historical facts but instead represent only our beliefs regarding future events, many of which by their nature, are inherently uncertain and beyond our control. These statements relate to our future plans and objectives, among other things. By identifying these statements for you in this manner, we are alerting you to the possibility that our actual results may differ, possibly materially, from those indicated in the forward-looking statements. Additional information and examples of statements that may constitute forward-looking statements and important risk factors which could cause our results to differ from those indicated can be found elsewhere in this Form 10-K, in the section entitled “Forward-Looking Statements”.

Business Overview

      North Fork Bancorporation, Inc. is a regional bank holding company organized under the laws of the State of Delaware and registered as a “bank holding company” under the Bank Holding Company Act of 1956, as amended. We are committed to providing superior customer service, while offering a full range of banking products and financial services, to both our retail and commercial customers. Our primary subsidiary is North Fork Bank which operates from 355 retail bank branches in the Tri-state area, including 73 in New Jersey. Through our recent acquisition of GreenPoint Financial Corp., we operate a nationwide mortgage business (GreenPoint Mortgage Funding Inc.) headquartered in Novato, California. Through non-bank subsidiaries, we offer financial products and services to our customers including asset management, securities brokerage, and the sale of alternative investment products. We also operate a second subsidiary bank, Superior Savings of New England, N.A., headquartered in Branford, Connecticut which focuses on telephonic and media-based generation of deposits principally in the Northeast.

      In 2004, we completed two strategically important and accretive acquisitions more than doubling our total assets, expanded our geographic presence in northern New Jersey and transformed our institution into one of the twenty largest banking organizations in the United States, with approximately $60 billion in assets at December 31, 2004.

      In May 2004, we acquired The Trust Company of New Jersey (“TCNJ”) and simultaneously merged its operations into North Fork Bank. TCNJ was the fourth largest commercial bank headquartered in New Jersey and operated primarily in northern and central New Jersey. TCNJ represented our first significant expansion into a state other than New York. At the date of merger, TCNJ had $4.1 billion in total assets, $1.4 billion in securities, $2.1 billion in loans, $3.3 billion in deposits and $.7 billion in borrowings.

      On October 1, 2004, we completed the GreenPoint Financial Corp. (“GreenPoint”) acquisition. GreenPoint was a regional bank holding company that operated two primary businesses, a New York based retail banking operation (“GreenPoint Bank”) and a separate mortgage banking business (“GreenPoint Mortgage” or “GPM”) with nationwide operations. GreenPoint Bank maintained 90 retail bank branches in the Tri-state area. At the date of merger, GreenPoint had $27 billion in assets, $6.8 billion in securities, $5.1 billion in loans held-for-sale, $12.8 billion in loans held-for-investment, $12.8 billion in deposits, and $11.4 billion in borrowings. GreenPoint Bank continued to operate as a separate subsidiary until its banking operations were integrated into those of North Fork Bank on February 21, 2005. The former GreenPoint Bank branches will continue, for a limited period of time, to operate under the name GreenPoint Bank, a division of North Fork Bank. We anticipate all branches will be operating under the North Fork Bank name within the next two years. GreenPoint Mortgage originates single family and small commercial mortgages primarily through a national wholesale loan broker and correspondent lender network and continues to operate as a subsidiary of North Fork Bank.

      Both acquisitions have been accounted for using the purchase method of accounting and accordingly, our consolidated financial statements and the accompanying management’s discussion and analysis include activity of TCNJ and GreenPoint subsequent to their respective acquisition dates. (See Item 8, Notes to Consolidated Financial Statements, Note 2 — “Business Combinations” for additional information).

      The recent acquisitions discussed above have resulted in us dividing our operating activities into two primary business segments (Retail Banking and Mortgage Banking):

      Retail Banking — Our retail banking operation is conducted principally through North Fork Bank’s 355 branches located throughout the Tri-state area, through which we are able to provide a full range of banking products and services to both commercial and consumer clients. We are a significant provider of commercial and commercial real estate loans, multi-family mortgages, construction and land development loans, asset based lending services, lease financing and business credit services, including lines of credit. Our consumer lending operations emphasizes indirect automobile loans. We offer our customers a complete range of deposit products through our branch network and on-line banking services. We provide our clients, both commercial and consumer, with a full complement of cash management services including on-line banking, and offer directly or through our securities and insurance affiliates a full selection of alternative investment products. We also provide trust, investment management and custodial services through North Fork Bank’s Trust Department and investment advisory services through our registered investment advisor.

      Revenues from our retail banking operations, principally net interest income, is the difference between the interest income we earn on our loan and investment portfolios and the cost to us of funding those portfolios. Our primary source of such funds are deposits and collateralized borrowings. We also earn income from fees charged on the various banking products and services we offer. Commissions from the sale of alternative investment products which includes the sale of mutual funds and insurance products are also a component of revenues.

      Mortgage Banking — We entered into the national mortgage business through our October 2004 purchase of GreenPoint. Since activity from GreenPoint Mortgage has only been reflected in our 2004 operating results for three months, it did not have a significant impact on consolidated earnings. Also, approximately 50% of the economic gain on the sale of mortgage loans realized by GreenPoint Mortgage in the fourth quarter was not included in our operating results, but instead was recorded as a purchase accounting adjustment at the acquisition date. (See the “Financial Results” section below for additional information).

      GreenPoint Mortgage originates single-family and small commercial mortgages throughout the country. Approximately 97% are originated through a national wholesale loan broker and correspondent lender network. GPM offers a broad range of mortgage loan products in order to provide maximum flexibility to its borrowers. These products include Jumbo mortgage loans, specialty mortgage loans, conforming agency mortgage loans and home equity loans. After origination, GPM packages mortgage loans for whole loan sale into the secondary market and, from time to time, for securitization. Also, certain products are retained by the Bank’s loan portfolio. GPM has established loan distribution relationships with various financial institutions such as banks, investment banks, broker-dealers, and REITs, as well as both the Fannie Mae and Freddie Mac. For the full year 2004 GPM originated $39.8 billion in loans with an average gain on sale margin of approximately 150 basis points. The composition of total loan originations was: 44% jumbo, 37% specialty, 14% home equity and 5% agency.

      GPM also engages in mortgage loan servicing, which includes customer service, escrow administration, default administration, payment processing, investor reporting and other ancillary services related to the general administration of mortgage loans. As of December 31, 2004, GPM’s mortgage loan servicing portfolio consisted of mortgage loans with an aggregate principal balance of $43 billion, of which $28 billion was serviced for investors other than North Fork. Loans held-for-sale totaled $5.8 billion, while the pipeline was $6.2 billion ($2.0 billion was covered under rate lock commitments) at December 31, 2004.

      The following table sets forth a summary reconciliation of each business segment’s contribution to consolidated pre-tax earnings as reported:

Segment Results

     (For additional information on Business Segments, see Item 8, Notes to Consolidated Financial Statements, Note 20 — “Business Segments”).

Estimates

      Our significant accounting polices are described in Item 8, Notes to Consolidated Financial Statement, Note 1 — “Summary of Significant Accounting Policies”. Some of these policies require us to make estimates and assumptions which are based on difficult, complex or subjective judgments, some of which are inherently uncertain and can materially affect the valuation of revenues, expenses, assets, liabilities and disclosures of contingent assets and liabilities. We have established certain policies and procedures to ensure that the information used in these estimates and assumptions is appropriate.

Critical Accounting Policies

      We have identified four accounting policies that are critical to the presentation of our financial statements and that require critical accounting estimates, involving significant valuation adjustments, on the part of management. The following is a description of those policies:

Provision and Allowance for Loan Losses

      The allowance for loan losses is available to cover probable losses inherent in the current loans held-for-investment portfolio. Loans held-for-investment, or portions thereof, deemed uncollectible are charged to the allowance for loan losses, while recoveries, if any, of amounts previously charged off are added to the allowance. Amounts are charged off after giving consideration to such factors as the customer’s financial condition, underlying collateral values and guarantees, and general economic conditions.

      The evaluation process for determining the adequacy of the allowance for loan losses and the periodic provisioning for estimated losses is undertaken on a quarterly basis, but may increase in frequency should conditions arise that would require our prompt attention. Conditions giving rise to such action are business combinations or other acquisitions or dispositions of large quantities of loans, dispositions of non-performing and marginally performing loans by bulk sale or any development which may indicate an adverse trend. Recognition is also given to the changed risk profile resulting from previous business combinations, customer knowledge, results of ongoing credit-quality monitoring processes and the cyclical nature of economic and business conditions. An important consideration in applying these methodologies is our concentration of real estate loans.

      The loan portfolio is categorized according to collateral type, loan purpose or borrower type (i.e. commercial, consumer). The categories used include Multi-Family Mortgages, Residential Mortgages, Commercial Mortgages, Commercial, Consumer, and Construction and Land, which are more fully described in the section entitled Management’s Discussion and Analysis, — “Loan Portfolio.” An important consideration is our concentration of real estate related loans located in the Tri-state area.

      The methodology employed for assessing the appropriateness of the allowance consists of the following criteria:

      The initial allocation or specific-allowance methodology commences with loan officers and underwriters grading the quality of their loans on a risk classification scale ranging from 1-8. Loans identified as below investment grade are referred to our independent Loan Review Department (“LRD”) for further analysis and identification of those factors that may ultimately affect the full recovery or collectibility of principal and/or interest. These loans are subject to continuous review and monitoring while they remain in a criticized category. Additionally, LRD is responsible for performing periodic reviews of the loan portfolio independent from the identification process employed by loan officers and underwriters. Loans that fall into criticized categories are further evaluated for impairment in accordance with the provisions of Statement of Financial Accounting Standards (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan.” The portion of the allowance allocated to impaired loans is based on the most appropriate of the following measures: discounted cash flows from the loan using the loan’s effective interest rate, the fair value of the collateral for collateral dependent loans, or the observable market price of the impaired loan.

      The remaining allocation applies a category specific loss experience factor to loans which have not been specifically reviewed for impairment, including smaller balance homogeneous loans that we have identified as residential and consumer, which are not specifically reserved for impairment. These category specific factors give recognition to our historical loss experience, as well as that of acquired businesses, cyclical trends, current economic conditions and our exposure to real estate values. These factors are reviewed on a quarterly basis with senior lenders to ensure that the factors applied to each loan category are reflective of trends or changes in the current business environment which may affect these categories.

      Upon completion of both allocation processes, the specific and loss experience factor method allocations are combined, producing the allocation of the allowance for loan losses by loan category. Other factors used to evaluate the adequacy of the allowance for loan losses include the amount and trend of criticized loans, results of regulatory examinations, peer group comparisons and economic data associated with the relevant markets, specifically the local real estate market. Because many loans depend upon the sufficiency of collateral, any adverse trend in the relevant real estate markets could have a significant adverse effect on the quality of our loan portfolio. This may lead management to consider that the overall allowance level should be greater than the amount determined by the allocation process described above.

Accounting for Derivative Financial Instruments

      Derivative financial instruments are recorded at fair value as either assets or liabilities on the balance sheet. The accounting for changes in the fair value of a derivative instrument is determined by whether it has been designated and qualifies as part of a hedging relationship and on the type of hedging relationship. Transactions hedging changes in the fair value of a recognized asset, liability, or firm commitment are classified as fair value hedges. Derivative instruments hedging exposure to variable cash flows of recognized assets, liabilities or forecasted transactions are classified as cash flow hedges.

      Fair value hedges result in the immediate recognition in earnings of gains or losses on the derivative instrument, as well as corresponding losses or gains on the hedged item, to the extent they are attributable to the hedged risk. The effective portion of the gain or loss on a derivative instrument designated as a cash flow hedge is reported in accumulated other comprehensive income, and reclassified to earnings in the same period that the hedged transaction affects earnings. The ineffective portion of the gain or loss, if any, is recognized in current earnings for both fair value and cash flow hedges. Derivative instruments not qualifying for hedge

accounting treatment are recorded at fair value and classified as trading assets or liabilities with the resultant changes in fair value recognized in current earnings during the period of change. We also account for certain fair value hedges under the short cut method of accounting for derivatives. The short cut method assumes no ineffectiveness between an interest-bearing financial instrument and an interest rate swap. Changes in the fair value of the interest rate swap are recorded as changes in value of the swap and the hedged financial instrument.

      In the event of early termination of a derivative contract, which had been designated as part of a cash flow hedging relationship, any resulting gain or loss is deferred as an adjustment to the carrying value of the assets or liabilities, against which the hedge had been designated with a corresponding offset to other comprehensive income, and reclassified to current earnings over the shorter of the remaining life of the designated assets or liabilities, or the derivative contract. However, if the hedged item is no longer on balance sheet (i.e. — sold or canceled), the derivative gain or loss is immediately reclassified to current earnings.

      We designate certain fixed rate mortgage loans held-for-sale as hedged items in fair value hedges. The risk being hedged on these loans is the changes in fair value attributable to changes in market interest rates. We designate forward delivery commitments as the hedging instruments used in the fair value hedges. The results of previous retrospective assessments of hedge effectiveness have established an expectation that the results of the derivative hedging instruments will substantially offset the effects of changes in the fair value of the hedged item on a prospective basis. If the retrospective assessment determines that the hedge was not highly effective, we will discontinue hedge accounting prospectively. We will re-establish the prospective expectation of correlation if the hedge is determined to be highly effective.

      We designate certain commitments to purchase mortgage loans to be held-for-investment as the derivative used in cash flow hedges. The risk being hedged in these transactions is the variability in the cash flows of a forecasted purchase. To the extent that the hedge is effective, we include in other comprehensive income changes in the fair value of these derivatives.

      Certain derivative financial instruments do not qualify for hedge accounting. We record these derivatives at fair value with changes in fair value recognized through earnings. For example, an interest rate lock commitment on a mortgage loan that we do not intend to hold for investment is a derivative. During the accumulation of these commitments with borrowers, we are exposed to interest rate risk. If market interest rates required by investors are higher than management’s assumptions, the prices paid by investors and resultant gain on sale of loans will be lower than previously estimated. To mitigate this interest rate risk, we use a combination of other derivatives, such as forward delivery commitments and forward sales contracts. The amount and duration of these derivatives are selected in order to have the changes in their fair value correlate closely with the changes in fair value of the interest rate lock commitments on loans to be sold.

Representation and Warranty Reserve

      The representation and warranty reserve is available to cover probable losses inherent with the sale of loans in the secondary market. In the normal course of business certain representations and warranties are made to investors at the time of sale, which permit the investor to return the loan to the seller or require the seller to indemnify the investor (make whole) for any losses incurred by the investor while the loan remains outstanding.

      The evaluation process for determining the adequacy of the representation and warranty reserve and the periodic provisioning for estimated losses is performed for each product type on a quarterly basis. Factors considered in the evaluation process include historical sales volumes, aggregate repurchase and indemnification activity and actual losses incurred. Additions to the reserve are recorded as a reduction to the gain on sale of loans. Losses incurred on loans where we are required to either repurchase the loan or make payments to the investor under the indemnification provisions are charged against the reserve. The representation and warranty reserve is included in accrued expenses and other liabilities in the consolidated balance sheet.

Mortgage Servicing Rights

      Mortgage Servicing Rights (“MSRs”) are carried at the lower of the initial carrying value, adjusted for amortization or fair value. MSRs are amortized over the period of, and, in proportion to the estimated net servicing income. In determining fair value, MSRs are stratified. Fair value is based on the risk characteristics of the underlying loan pools. The fair value of MSRs is determined by calculating the present value of estimated future net servicing cash flows, using assumptions of prepayments, defaults, ancillary income, servicing costs and discount rates that market participants would ordinarily use for similar assets.

      If it is determined that the impairment for a stratum is temporary, a valuation allowance is recognized through a charge to current earnings equal to the excess of the amortized cost balance over the current fair value. If the fair value of the stratum were to later increase, the reduction of the valuation allowance may be recorded as an increase to servicing income. However, if it is determined that an impairment for a stratum is other-than-temporary, the amortized cost of the servicing asset is written-down and any related valuation allowance is reversed.

Financial Results

      Net income for 2004 was $553 million or diluted earnings per share of $1.85 as compared to $396.4 million or diluted earnings per share of $1.73 for 2003. Returns on average tangible assets and average tangible equity for 2004 were 1.82% and 33.88%, respectively as compared to 1.91% and 36.54%, respectively for 2003. Net income as reported for 2004 excluded $36.6 million of economic gains, net of taxes ($.12 diluted earnings per share for the full year 2004) recognized during the fourth quarter from the sale of certain mortgage loans originated and sold by GreenPoint Mortgage. In accordance with generally accepted accounting principles, we were required to adjust the carrying value of loans classified by GreenPoint as held-for-sale, as of the acquisition date, to fair value. As a result, the economic gain from the sale of these mortgage loans that would ordinarily be reflected as a component of our operating results, at the date of sale, was recorded as a fair value adjustment to the loans’ carrying values and reflected as a reduction to Goodwill recorded in the acquisition.

      Major accomplishments during 2004 included the following:

Net Interest Income

      Net interest income is the difference between interest income earned on assets, such as loans and securities and interest expense paid on liabilities, such as deposits and borrowings. It constituted 83% of total revenue (defined as net interest income plus non-interest income) during 2004. Net interest income is affected by the level and composition of assets, liabilities and equity, as well as the general level of interest rates and changes in 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.

      The following table presents an analysis of net interest income by each major category of interest earning assets and interest-bearing liabilities for the years ended December 31,

     The following table highlights the relative impact on tax equivalent net interest income brought about by changes in average interest earning assets and interest bearing liabilities as well as changes in average rates on such assets and liabilities. Due to the numerous simultaneous volume and rate changes during the periods analyzed, it is not possible to precisely allocate changes due to volume or rate. For presentation purposes, changes which are not solely due to volume changes or rate changes have been allocated to these categories based on the respective percentage changes in average volume and average rates as they compare to each other.

      During 2004, net interest income improved $359.7 million or 44% to $1.2 billion when compared to $816 million in 2003, while the net interest margin declined 15 basis points from 4.24% to 4.09%. The improvement in net interest income during 2004 was primarily due to the acquisition of GreenPoint and TCNJ and commercial loan growth funded with core deposits, especially demand deposits; and increasing securities yields. Primarily as a result of GreenPoint’s lower yielding mortgage loans and higher costing deposits acquired on October 1, 2004, the net interest margin for the year declined 15 basis points. During the fourth quarter of 2004, our first full quarter of combined operations, GreenPoint’s loan and deposit mix had the impact of lowering our net interest margin by approximately 30 to 35 basis points.

      Interest income during 2004 increased $467.2 million to $1.6 billion compared to the prior year. During this same period, the yield on average interest earning assets declined 27 basis points from 5.73% to 5.46%.

      Average loans held-for-sale increased $1.2 billion during 2004, the direct result of GreenPoint Mortgage, while yields were 5.24%. Period end loan balances totaled $5.8 billion and were principally funded with short-term borrowings. The yield and level of these earning assets will fluctuate with changes in origination volume and market interest rates.

      Loans held-for-investment averaged $18.0 billion for 2004 representing an increase of $6.2 billion or 53% from 2003, while yields declined 70 basis points to 6.00%. GreenPoint and TCNJ added approximately $4.6 billion in average loans during 2004. Our core growth was approximately $1.6 billion exclusive of these acquisitions. Loan growth was experienced in all categories, especially higher yielding commercial loans and

commercial mortgages which also contribute to commercial deposit growth. The lower yields resulted as refinancing activity and new originations occurred at lower market rates and GreenPoint’s loan portfolio, primarily residential mortgages, carry a lower yield than our traditional loan portfolio.

      Securities averaged $10.0 billion for 2004, representing a $2.0 billion increase from the prior year, as yields increased 27 basis points to 4.60%. The change in the securities balance was due to approximately $2.6 billion in average securities added in the GreenPoint and TCNJ acquisitions offset by a redeployment of our portfolio cash flows into higher yielding loans as discussed above. Our yield improvement was due in part to a decrease in prepayment activity and lower premium amortization. During 2003, yields and income were negatively impacted by higher prepayment activity and accelerated premium amortization. Net premium amortization affected security yields by 24 basis points during the year compared to 98 basis points in 2003.

      Average interest bearing liabilities rose $7.8 billion to $23.6 billion, while overall funding costs declined 16 basis points to 1.71% during 2004. Although we experienced an increase in market interest rates during the period, overall funding costs declined due to the continued growth in low cost core deposits.

      Average demand deposits grew $1.6 billion or 42% to $5.2 billion in 2004 primarily due to our core average growth of $1.1 billion with $534 million added in the GreenPoint and TCNJ transactions. Total demand deposits contributed 46 basis points to our net interest margin this year compared to 52 basis points in 2003. At year end, demand deposits represented 19% of total deposits. Average Savings, NOW and Money Market deposits increased $4.9 billion or 65% to $12.4 billion, while the corresponding cost of funds increased 14 basis points to ..91%. The acquisitions contributed approximately $3.0 billion of this growth and negatively impacted our cost of funds. Core deposits have traditionally provided us with a low cost funding source, benefiting our net interest margin and income. These core deposits favorably enhance the value of our franchise and have been historically less sensitive to the potential impact of rising interest rates. Average time deposits, net of the $1.8 billion acquired from GreenPoint and TCNJ, declined $441 million while the cost of funds decreased 29 basis points from the prior year. Our focused strategy in growing core deposits has impacted our pricing strategy for time deposits. We do not actively compete for time deposits since these customers have traditionally been attracted by rate and not customer service.

      Average borrowings, net of the $3.4 billion acquired from GreenPoint and TCNJ, declined $1.8 billion while the cost of funds decreased 19 basis points from the prior year. This net decline in borrowings is a direct result of our focused strategy to grow core deposits. However, short-term borrowings are utilized to fund loans held-for-sale and will fluctuate with the level of these earning assets. The cost of funds has been positively impacted by the related fair value purchase accounting adjustments associated with these transactions (See Item 8, Notes to the Consolidated Financial Statements, Note 2 — “Business Combinations” for additional information).

      Certain collateralized borrowings have their costs fixed through the use of interest rate swaps, increasing interest expense by approximately $8.0 million and $23.9 million in 2004 and 2003, respectively. The decline in swap related interest expense is primarily due to the maturity of $850 million of these swaps in June 2003. Certain other borrowings were converted from fixed to floating indexed to three-month LIBOR utilizing interest rate swaps. These swaps decreased interest expense by approximately $22.9 million and $17.6 million, respectively, during 2004 and 2003. (See Item 8, Notes to the Consolidated Financial Statements, Note 17 — “Derivative Financial Instruments” for additional information).

      We believe that future net interest income, margin trends and earnings per share trends will continue to be dependent on the movement in market interest rates, loan demand, core deposit growth, and the timing and extent of future share repurchases. Other factors include, but are not limited to, future trends in the overall economy and the financial impact and continued business integration of TCNJ and GreenPoint.

Provision and Allowance for Loan Losses

      The allowance for loan losses is available to cover probable losses inherent in the current loans held-for-investment portfolio. Loans held-for-investment, or portions thereof, deemed uncollectible are charged to the allowance for loan losses, while recoveries, if any, of amounts previously charged off are added to the

allowance. Amounts are charged off after giving consideration to such factors as the customer’s financial condition, underlying collateral values and guarantees, and general economic conditions.

      The evaluation process for determining the adequacy of the allowance for loan losses and the periodic provisioning for estimated losses is undertaken on a quarterly basis, but may increase in frequency should conditions arise that would require our prompt attention. Conditions giving rise to such action are business combinations or other acquisitions or dispositions of large quantities of loans, dispositions of non-performing and marginally performing loans by bulk sale or any development which may indicate an adverse trend. Recognition is also given to the changed risk profile resulting from previous business combinations, customer knowledge, results of ongoing credit-quality monitoring processes and the cyclical nature of economic and business conditions.

      The loan portfolio is categorized according to collateral type, loan purpose or borrower type (i.e. commercial, consumer). The categories used include Multi-Family Mortgages, Residential Mortgages, Commercial Mortgages, Commercial, Consumer, and Construction and Land, which are more fully described in the section entitled Management’s Discussion and Analysis — “Loan Portfolio.” An important consideration is our concentration of real estate related loans.

      The methodology employed for assessing the appropriateness of the allowance consists of the following criteria:

      The initial allocation or specific-allowance methodology commences with loan officers and underwriters grading the quality of their loans on a risk classification scale ranging from 1-8. Loans identified as below investment grade are referred to our independent Loan Review Department (“LRD”) for further analysis and identification of those factors that may ultimately affect the full recovery or collectibility of principal and/or interest. These loans are subject to continuous review and monitoring while they remain in a criticized category. Additionally, LRD is responsible for performing periodic reviews of the loan portfolio independent from the identification process employed by loan officers and underwriters. Loans that fall into criticized categories are further evaluated for impairment in accordance with the provisions of Statement of Financial Accounting Standards No. 114, “Accounting by Creditors for Impairment of a Loan.” The portion of the allowance allocated to impaired loans is based on the most appropriate of the following measures: discounted cash flows from the loan using the loan’s effective interest rate, the fair value of the collateral for collateral dependent loans, or the observable market price of the impaired loan.

      The remaining allocation applies a category specific loss experience factor to loans which have not been specifically reviewed for impairment, including smaller balance homogeneous loans that we have identified as residential and consumer, which are not specifically reserved for impairment. These category specific factors give recognition to our historical loss experience, as well as that of acquired businesses, cyclical trends, current economic conditions and our exposure to real estate values. These factors are reviewed on a quarterly basis with senior lenders to ensure that the factors applied to each loan category are reflective of trends or changes in the current business environment which may affect these categories.

      Upon completion of both allocation processes, the specific and loss experience factor method allocations are combined, producing the allocation of the allowance for loan losses by loan category reflected in the table below. Other factors used to evaluate the adequacy of the allowance for loan losses include the amount and trend of criticized loans, results of regulatory examinations, peer group comparisons and economic data associated with the relevant markets, specifically the local real estate market. Because many loans depend upon the sufficiency of collateral, any adverse trend in the relevant real estate markets could have a significant adverse effect on the quality of our loan portfolio. This information may lead management to consider that the

overall allowance level should be greater than the amount determined by the allocation process described above.

      The following table presents the allocation of the allowance for loan losses and the related percentage of loans in each category to total loans held-for-investment.

      The following table presents the impact of allocating the allowance for loan losses as of December 31, 2004, into our two primary portfolio segments.

      The provision for loan losses totaled $27.2 million for 2004, an increase of $.9 million when compared to $26.3 million for 2003. The allowance for loan losses increased by $88.4 million during 2004 to $211.1 million when compared to 2003. The increase in the allowance for loan losses is due primarily to the balances assumed in the TCNJ and GreenPoint acquisitions, and to a lesser extent increased provisioning levels. The allowance for loan losses as a percentage of total loans held-for-investment declined from 99 basis points at December 31, 2003 to 69 basis points at December 31, 2004.

      The allowance for loan losses as a percentage of total loans held-for-investment was directly impacted by the level of comparatively low risk residential and multi-family loans acquired from GreenPoint. Residential and multi-family loans represented 88% of the GreenPoint’s held-for-investment portfolio. As a result, residential and multi-family mortgage loans increased to 65% of our total portfolio at December 31, 2004 as compared to 49% at year end 2003. Historically, losses incurred on residential and multi-family loans have represented only a small percentage of our net charge offs. (See the table below for additional detail regarding losses by loan type). Similarly, GreenPoint’s historical losses (or net charge-offs) in these categories averaged approximately 4 basis points over the past three years.

      Based on the data contained in the allocation of the allowance for loan losses presented above, the portion of the allowance for loan losses allocated to residential and multi-family mortgage loans was 38 basis points at

December 31, 2004. Accordingly, 129 basis points was allocated to cover losses inherent in the remaining loan categories (principally commercial and consumer).

      As a result of the process employed and giving recognition to all attendant factors associated with the loan portfolio, the allowance for loan losses at December 31, 2004 is considered to be adequate by management.

      Transactions in the Allowance for Loan Losses are summarized as follows for the years ended December 31,