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, 2005

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: þ Yes o No

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). þ Yes o 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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North Fork Bancorporation, Inc.

Form 10-Q

INDEX

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Item 1. Financial Statements

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 Cash Flows (unaudited) – continued

(1)  Includes loans retained in the held-for-investment portfolio totaling $1.8 million during 2005.

     See accompanying notes to consolidated financial statements

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Consolidated Statements of Changes in Stockholders’ Equity (unaudited)

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.

In this quarterly report 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.

Note 1 – Business and Summary of Significant Accounting Policies

     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. North Fork Bank, our principal bank subsidiary, operates from approximately 360 retail bank branches in the Tri-state area. Through our recent acquisition of GreenPoint Financial Corp., we operate a nationwide mortgage business (GreenPoint Mortgage Funding Inc.) headquartered in Novato, California. Through our 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 that have more than doubled our total assets and expanded our geographic presence in northern and central New Jersey. (See Note 2 - Business combinations in our 2004 Annual Report on Form 10-K for Additional Information.)

     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 the northern and central New Jersey market area. 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 net loans, $3.2 billion in deposits and $.7 billion in borrowings.

     In October 2004, we acquired GreenPoint Financial Corp. (“GreenPoint”). GreenPoint operated two primary businesses, a New York based retail bank (“GreenPoint Bank”) and a separate mortgage banking business (“GreenPoint Mortgage” or “GPM”) with nationwide operations. GreenPoint Bank maintained 95 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.

Basis of Presentation

     The accounting and financial reporting policies of the Company and its subsidiaries are in conformity with accounting principles generally accepted in the United States of America. The preparation of unaudited interim consolidated 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, the disclosure of contingent assets and liabilities at the date of the unaudited interim consolidated 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. Additionally, where applicable, the policies conform to the accounting and reporting guidelines prescribed by bank regulatory authorities. All significant inter-company accounts and transactions have been eliminated. Certain prior period amounts have been reclassified to conform to current period presentation.

     These unaudited interim consolidated financial statements and related management’s discussion and analysis should be read together with the consolidated financial information in our 2004 Annual Report on Form 10-K, previously filed with the United States Securities and Exchange Commission (“SEC”). Results of operations for the three months ended March 31, 2005 are not necessarily indicative of the results of operations which may be expected for the full year 2005 or any future interim period.

     In reviewing and understanding the financial information contained herein you are encouraged to read the significant accounting policies contained in Note 1 – Business and Summary of Significant Accounting Policies of our 2004 Annual Report on Form 10-K. There have not been any significant changes in the factors or methodology used in determining accounting estimates or applied in our critical accounting policies since December 2004 that are material in relation to our financial condition or results of operations.

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Accounting for Stock-Based Compensation

     Stock-based compensation plans are accounted for in accordance with the requirements specified in SFAS No. 123 “Accounting for Stock-Based Compensation” (“SFAS 123”), as amended by SFAS No. 148, “Accounting for Stock-Based Compensation – Transition and Disclosure” (“SFAS 148”). As permitted under these statements, we have elected to apply the intrinsic value method in accounting for option-based stock compensation plans. Accordingly, compensation expense has not been recognized in the accompanying consolidated financial statements 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 the intrinsic value method is used, 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. Stock options are typically awarded at year end and contain a nominal vesting period. Since the pro forma effect on net income of expensing stock options during the three months ended March 31, 2005 and 2004 is nominal, we have not included such pro forma compensation expense and its related effect on net income and earnings per share herein.

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.

     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 and Industrial, Consumer, and Construction and Land, which are more fully described in the section entitled Management’s Discussion and Analysis, – “Loans.” 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:

     • Establishment of reserve amounts for specifically identified criticized loans, including those arising from business combinations and those designated as requiring special attention by our internal loan review program, or bank regulatory examinations (specific-allowance method).

     • An allocation to the remaining loans giving effect to historical losses experienced in each loan category, cyclical trends and current economic conditions which may impact future losses (loss experience factor method).

     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.

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     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 through 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 gain or loss on the effective portion of a derivative instrument designated as a cash flow hedge is reported in other comprehensive income, and reclassified to earnings in the same period that the hedged transaction affects earnings. The gain or loss on the ineffective portion of the derivative instrument, if any, is recognized in 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 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 both the fair value of the swap and the hedged financial instrument.

     In the event of early termination of a derivative contract, previously 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 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 earnings.

     We designate certain fixed rate residential mortgage loans held-for-sale as hedged items in fair value hedges. The risk 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 these 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.

     Derivative financial instruments which do not qualify for hedge accounting are recorded at fair value with changes in the instruments 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.

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Mortgage Servicing Rights

     The rights to service mortgage loans for others, or Mortgage Servicing Rights (“MSR’s”), is recognized when mortgage loans are sold in the secondary market and we retain the right to service those loans for a service fee. The MSR’s initial carrying value is determined by allocating the recorded investment in the underlying mortgage loans between the assets sold and the interest retained based on their relative fair values at the date of transfer. Fair value of MSR’s are determined using the present value of estimated future cash flows of net servicing income. MSR’s are carried at the lower of the initial carrying value, adjusted for amortization or fair value. MSR’s are amortized in proportion to, and over the period of, estimated net servicing income. The amortization of MSR’s is periodically analyzed and adjusted to reflect changes in prepayment speeds.

     To determine fair value, a valuation model that calculates the present value of estimated future net servicing income is utilized. We use assumptions in the valuation model that market participants use when estimating future net servicing income including prepayment speeds, discount rates, default rates, cost to service, escrow account earnings, contractual servicing fee income, ancillary income and late fees.

     MSR’s are periodically evaluated for impairment based on the difference between the carrying amount and current fair value. To evaluate and measure impairment, the underlying loans are stratified based on certain risk characteristics, including loan type, note rate and investor servicing requirements. If it is determined that temporary impairment exists, a valuation allowance is established through a charge to earnings for any excess of amortized cost over the current fair value, by risk stratification. If determined in future periods that all or a portion of the temporary impairment no longer exists for a particular risk stratification, the valuation allowance is reduced by increasing earnings. However, if impairment for a particular risk stratification is deemed other-than-temporary (recovery of a recorded valuation allowance is remote), a direct write-down, permanently reducing the carrying value of the MSR is recorded. The periodic evaluation of MSR’s for other-than-temporary impairment considers both historical and projected trends in interest rates, payoff activity and whether impairment could be recovered through increases in market interest rates.

NOTE 2 — SECURITIES

The amortized cost and estimated fair values of available-for-sale securities are as follows:

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The amortized cost and estimated fair values of held-to-maturity securities are as follows:

     At March 31, 2005, securities carried at $9.6 billion were pledged to secure securities sold under agreements to repurchase, other borrowings, and for other purposes as required by law. Securities pledged under agreements pursuant to which the collateral may be sold or repledged by the secured parties approximated $6.4 billion, while securities pledged under agreements pursuant to which the secured parties may not sell or repledge approximated $3.2 billion at March 31, 2005.

NOTE 3 — LOANS

Loans designated as held-for-sale are summarized as follows:

The composition of loans held-for-investment are summarized as follows:

At March 31, 2005 loans held-for-investment of $5.4 billion were pledged as collateral under borrowing arrangements with the Federal Home Loan Bank of New York.

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Non-Performing Assets

     Non-performing assets include loans ninety days past due and still accruing, non-accrual loans and other real estate. Other real estate consists of properties acquired through foreclosure or deed in lieu of foreclosure. Other real estate is carried at the lower of the recorded amount of the loan or the fair value of the property based on the current appraised value adjusted for estimated disposition cost.

The following table presents the components of non-performing assets as of the dates indicated:

     Non-performing loans held-for-investment includes loans ninety days past due and still accruing totaling $4.0 million, $5.3 million and $2.2 million at March 31, 2005, December 31, 2004 and March 31, 2004, respectively.

     Future levels of non-performing assets will be influenced by prevailing economic conditions and the impact of those conditions on our customers, prevailing interest rates, unemployment rates, property values, and other internal and external factors, including potential sales of such assets.

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NOTE 4 — ALLOWANCE FOR LOAN LOSSES

A summary of changes in the allowance for loan losses is shown below for the periods indicated:

NOTE 5 – FEDERAL FUNDS PURCHASED AND COLLATERALIZED BORROWINGS

The expected maturity or repricing of Federal Home Loan Bank (“FHLB”) Advances and Repurchase Agreements (“Repo’s”) at March 31, 2005 is as follows:

Interest rate swaps were used to convert $175 million in Repo’s from variable rates to fixed rates. These swaps qualify as cash flow hedges and are explained in more detail in “Note 9 — Derivative Financial Instruments.”

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NOTE 6 — OTHER BORROWINGS

The following tables summarize other borrowings outstanding as of the dates indicated:

SUBORDINATED NOTES

     $350 million of 5.875% Subordinated Notes and $150 million of 5% Fixed Rate/Floating Rate Subordinated Notes mature in 2012, and qualify as Tier II capital for regulatory purposes. The 5.875% Subordinated Notes bear interest at a fixed rate through maturity, pay interest semi-annually and are not redeemable prior to maturity. The Fixed Rate/Floating Rate notes bear interest at a fixed rate of 5% per annum for the first five years, and convert to a floating rate thereafter until maturity based on three-month LIBOR plus 1.87%. Beginning in the sixth year, we have the right to redeem the fixed rate/floating rate notes at par plus accrued interest. There are $500 million in pay floating swaps, designated as fair value hedges, that were used to convert the stated fixed rate on these Notes to variable rates indexed to three-month LIBOR. (See Note 9 – “Derivative Financial Instruments” for additional information).

     In October 2004, we assumed $150 million of 9.25% Subordinated Bank Notes from GreenPoint. The 9.25% Subordinated Bank Notes mature in 2010, pay interest semi-annually and qualify as Tier II capital for regulatory purposes.

JUNIOR SUBORDINATED DEBT (related to Trust Preferred Securities):

     Capital Securities (or “Trust Preferred Securities”), which qualify as Tier I Capital for regulatory purposes, were issued through Wholly-Owned Statutory Business Trusts (the “Trusts”). The Trusts were initially capitalized with common stock and used the proceeds of both the common stock and Capital Securities to acquire Junior Subordinated Debt issued by the Company. The Capital Securities are obligations of the Trusts. The Junior Subordinated Debt and Capital Securities bear the same interest rates, are due concurrently and are non-callable at any time in whole or in part for ten years from the date of issuance, except in certain limited circumstances. They may be redeemed annually thereafter, in whole or in part, at declining premiums to maturity. The costs associated with these issuances have been capitalized and are being amortized to maturity using the straight-line method.

     There are $245 million in pay floating swaps, designated as fair value hedges, that were used to convert a corresponding amount of $245 million in Junior Subordinated Debt from their stated fixed rates to variable rates indexed to three-month LIBOR. (See Note 9 — “Derivative Financial Instruments” for additional information.)

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     In October 2004, We assumed $200 million of 9.10% Capital Securities previously issued by GreenPoint through a wholly-owned Statutory Business Trust.

     SENIOR NOTES:

     In October 2004, $350 million of 3.20% Senior Notes were assumed from GreenPoint. The 3.20% Senior Notes mature in 2008, and pay interest semi-annually.

     Pay floating swaps of $350 million, designated as fair value hedges, were used to convert the stated fixed rate on these notes to variable rates indexed to the three-month LIBOR. (See Note 9 - “Derivative Financial Instruments” for additional information).

NOTE 7 – MORTGAGE SERVICING RIGHTS

     The change in the carrying value and fair value of mortgage servicing rights at March 31, 2005 is as follows:

     In estimating the fair value of the mortgage servicing rights at March 31, 2005, we utilized a weighted average prepayment rate (includes default rate) of 23.6%, a weighted average life of 4.5 years and a discount rate of 10.5%.

     At March 31, 2005, the sensitivities to immediate 10% and 20% increases in the weighted average prepayment rates would decrease the fair value of mortgage servicing rights by $14 million and $27 million, respectively .

     At March 31, 2005, the aggregate principal balance of mortgage loans serviced for others was $32.2 billion.

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NOTE 8 – 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 Company or require the Company to indemnify the investor (make whole) for any losses incurred by the investor while the loan remains outstanding.

     A summary of the changes in the representation and warranty reserve is shown below for the quarter ended March 31, 2005:

NOTE 9 – DERIVATIVE FINANCIAL INSTRUMENTS

     The use of derivative financial instruments creates exposure to credit risk. This credit exposure relates to losses that would be recognized if the counterparties fail to perform their obligations under the contracts. To mitigate this exposure to non-performance, the Company deals only with counterparties of good credit standing and establish counterparty credit limits. In connection with our interest rate risk management process, the Company periodically enters into interest rate derivative contracts. These derivative interest rate contracts may include interest rate swaps, caps, and floors and are used to modify the repricing characteristics of specific assets and liabilities. We have not utilized interest rate caps or floors for any periods presented in these financial statements.

The following table details the interest rate swaps and their associated hedged liabilities outstanding as of March 31, 2005:

     At March 31, 2005, $175 million in pay fixed swaps, designated as cash flow hedges, were outstanding. These agreements change the repricing characteristics of certain repurchase agreements, requiring us to make periodic fixed rate payments and receive periodic variable rate payments indexed to three-month LIBOR, based on a common notional amount and identical payment and maturity dates. These swaps had as of the end of the period, an unrealized loss of $3.8 million, which is recorded as a component of other liabilities (the net of tax balance of $2.2 million is reflected in stockholders’ equity as a component of accumulated other comprehensive income). The use of pay fixed swaps outstanding increased interest expense by $1.1 million and $2.7 million in the first quarters of 2005 and 2004, respectively. Based upon the current interest rate environment, approximately $.7 million of the $2.2 million unrealized after tax loss is expected to be reclassified from accumulated other comprehensive income in the next twelve months.

     The Company utilized $350 million in pay floating swaps designated as fair value hedges to convert the stated fixed rate on the 5.875% subordinated notes to variable rates indexed to three-month LIBOR. The swap term and payment dates match the related terms of the subordinated notes. The Company also utilized $150 million in pay floating swaps designated as fair value hedges to convert the stated fixed rate on the 5% subordinated notes to variable rates indexed to three-month LIBOR. The swap term is for five years, matching the period of time the subordinated notes pay a fixed rate. Beginning in the sixth year, we have the right to redeem the fixed rate/floating rate notes at par plus accrued interest or the interest rate converts to a spread over three month LIBOR. At March 31, 2005, the fair value adjustment of the swap hedging $500 million in subordinated notes was an unrealized loss of $33.3 million and is reflected as a component of other liabilities. The carrying amount of the $500 million in subordinated notes was increased by an identical amount. These swaps

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reduced interest expense by approximately $1.0 million and $2.7 million in the first quarters of 2005 and 2004, respectively. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income on these transactions for all periods reported.

     We assumed $350 million of 3.20% senior notes previously issued by GreenPoint. The Company also assumed $350 million of pay floating swaps designated as fair value hedges which were used to convert the stated fixed rate on the 3.20% senior notes to variable rates indexed to three-month LIBOR. The swap term and payment dates match the related terms of the senior notes. At March 31, 2005, the fair value adjustment of the swap hedging the $350 million of senior notes was an unrealized loss of $8.7 million and is reflected as a component of other liabilities. The carrying amount of the $350 million in senior notes was decreased by an identical amount. These swaps reduced interest expense by $.9 million in the first quarter of 2005. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income on these transactions.

     Interest rate swap agreements were used to change the repricing characteristics of $245 million in Junior Subordinated Debt from their stated fixed rates to variable rates indexed to three-month LIBOR. The swaps, designated as fair value hedges, contain payment dates, maturity dates and embedded call options held by the counterparty (exercisable in approximately four years), which are identical to the terms and call provisions contained in the Junior Subordinated Debt. At March 31, 2005, the fair value adjustment on the swap agreements hedging $200 million of Junior Subordinated Debt was an unrealized gain totaling $13.8 million and is reflected as a component of other assets. The carrying amount of the $200 million in Junior Subordinated Debt was increased by an identical amount. The fair value adjustment on the swap agreements hedging $45 million of Junior Subordinated Debt was an unrealized loss totaling $2.2 million and is reflected as a component of other liabilities. The carrying amount of the $45 million in Junior Subordinated Debt was decreased by an identical amount. These swaps decreased interest expense by $2.5 million and $3.4 million in the first quarter of 2005 and 2004, respectively. There was no hedge ineffectiveness recorded in the Consolidated Statements of Income from these transactions for each period reported.

     The Company enters into mandatory commitments to deliver mortgage whole loans to various investors and to issue private securities and Fannie Mae and Freddie Mac securities (“forward delivery commitments”). The forward delivery commitments are used to manage the interest rate risk associated with mortgage loans and interest rate lock commitments made by the Company to mortgage borrowers. The notional amount of these contracts was $4.3 billion at March 31, 2005. The forward delivery commitments designated as fair value hedges associated with mortgage loans had a notional value of $3.1 billion at March 31, 2005. The notional amount of forward delivery commitments used to manage the interest rate risk associated with interest rate lock commitments on mortgage loans was $1.2 billion at March 31, 2005.

     The following table shows hedge ineffectiveness on fair value hedges included in gain on sale of loans for the three months ended March 31, 2005:

NOTE 10 – OTHER COMMITMENTS AND CONTINGENT LIABILITIES

Credit Related Commitments

     The Company has outstanding commitments to extend credit to customers in accordance with certain contractual provisions. These commitments usually have fixed expiration dates or other termination clauses and may require the payment of a fee. Total commitments outstanding do not necessarily represent future cash flow requirements of the Company as many commitments expire without being funded. The Company is also contractually committed to fund the undrawn portion of home equity lines of credit (HELOCs), which it has originated. The commitment extends to HELOCs which are currently held-for-sale by the Company and HELOCs previously sold with servicing retained. In addition, the Company extends certain off-balance sheet financial products to meet the financing needs of its customers. They include various types of letters of credit.

     Management evaluates each customer’s creditworthiness prior to issuing these commitments and may also require certain collateral upon extension of credit based on management’s credit evaluation. Collateral varies but may include accounts receivable, inventory, property, plant and equipment, and income-producing properties. Fixed rate commitments are subject to interest rate risk based on changes in prevailing rates during the commitment period. The Company is subject to credit risk in the event that the commitments are drawn upon and the customer is unable to repay the obligation.

     Letters of credit are irrevocable commitments issued at the request of customers. They authorize the beneficiary to draw drafts for payment in accordance with the stated terms and conditions. Letters of credit substitute a bank’s creditworthiness for that of the customer and are issued for a fee commensurate with the risk.

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     The Company typically issues two types of letters of credit: Commercial (documentary) Letters of Credit and Standby Letters of Credit. Commercial Letters of Credit are commonly issued to finance the purchase of goods and are typically short term in nature. Standby letters of credit are issued to back financial or performance obligations of a bank customer, and are typically issued for periods up to one year. Due to their long-term nature, standby letters of credit require adequate collateral in the form of cash or other liquid assets. In most instances, standby letters of credit expire without being drawn upon. The credit risk involved in issuing letters of credit is essentially the same as extending credit facilities to comparable customers.

The following table presents total commitments and letters of credit outstanding at March 31 , 2005:

(2) Standby letters of credit are considered guarantees and are reflected in other liabilities in the accompanying consolidated balance sheet at their estimated fair value of $1.6 million as of March 31, 2005. The fair value of these instruments is recognized as income over the initial term of the guarantee.

(3) At March 31, 2005, commitments to extend credit on loans held-for-investment with maturities of less than one year totaled $2.0 billion, while $1.4 billion matures between one to three years. Standby and commercial letters of credit are issued with original maturity terms of twelve months or less.

NOTE 11 – RETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS

The components of net periodic benefit costs for pension and post-retirement benefits for the three months ended March 31,

     We do not anticipate making a contribution to the pension plan during 2005, however we do anticipate making a contribution of $2.4 million to the post-retirement benefit plan in 2005.

Bank Owned Life Insurance

     We maintain three Bank Owned Life Insurance Trusts (commonly referred to as BOLI). The BOLI trusts were formed to offset future employee benefit costs and to provide additional benefits due to their tax exempt nature. Only officer level employees, who have consented, have been insured under the program.

     The underlying structure of the original BOLI trust formed by the Company required that the assets supporting the program be recorded on the consolidated balance sheet. At March 31, 2005, $219.2 million of assets held by this trust were principally included in the available-for-sale securities portfolio in the accompanying consolidated balance sheet. The Company maintains two other BOLI trusts which were obtained through acquisitions. Based on the underlying structure of these trusts, the cash surrender value of the policies held by the trusts are required to be classified as a component of other assets on the consolidated balance sheets. The related income is reflected on the accompanying consolidated income statement as a component of other operating income. The cash surrender value held by these trusts was $205.3 million at March 31, 2005.

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NOTE 12 – BUSINESS SEGMENTS

     As a result of the October 2004 acquisition of GreenPoint, we now operate a national mortgage business. Accordingly, we have divided our operating activity into two primary business segments: Retail Banking and Mortgage Banking.

     The retail banking business provides a full range of banking products and services principally through approximately 360 branches located throughout the Tri-State area. The mortgage banking segment is conducted through GreenPoint Mortgage, which is in the business of originating, selling and servicing a wide variety of mortgages secured by 1-4 family residences and small commercial properties, on a nationwide basis.

     The Company changed its segment reporting structure in 2004, to reclassify its Financial Services Division into retail banking. The Financial Services Division had previously been reported as a separate operating segment. The products offered by this segment included the sale of alternative investment products (mutual funds and annuities), trust services, discount brokerage and investment management. The primary delivery channel for these products is the retail bank’s branches. As a result of the previously mentioned realignment, this area of the Company reports directly to the head of retail banking and from a budgeting and performance measurement perspective it is viewed as a component of the retail bank.

     The segment information presented in the table below is prepared according to the following methodologies:

	•	Revenues and expenses directly associated with each segment are included in determining net income.
	•	Transactions between segments are based on specific criteria or appropriate third party rates.
	•	Inter-company eliminations are reflected in the “Other” column.

     Management believes that the following table provides a reasonable representation of each segment’s contribution to consolidated net income.

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NOTE 13 – RECENT ACCOUNTING PRONOUNCEMENTS

Accounting for Stock Based Compensation

In December 2004, the FASB issued SFAS No. 123R “Accounting for Stock Based Compensation, Share Based Payment”, (SFAS 123R) replaces the guidance prescribed in SFAS 123. SFAS 123R requires that compensation costs relating to share-based payment transactions be recognized in the financial statements. The associated costs will be measured based on the fair value of the equity or liability instruments issued. SFAS 123R covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights and employee share purchase plans. The SEC recently delayed the effective date of SFAS 123R. The new rule allows companies to implement SFAS 123R at the beginning of their next fiscal year beginning after June 15, 2005. Adoption of this pronouncement is not expected to have a material impact on the Company’s consolidated financial statements.

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

Forward-Looking Statements

     This Quarterly Report on Form 10-Q 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:

	•	projections of revenues, income, earnings per share, capital expenditures, assets, liabilities, dividends, capital structure, or other financial items;
	•	statements regarding the adequacy of the allowance for loan losses, the representation and warranty reserve or other reserves;
	•	descriptions of plans or objectives of management for future operations, products, or services;
	•	expected cost savings and revenue enhancements from the GreenPoint acquisition may not be fully realized or realized within the expected time frame;
	•	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;
	•	competitive pressures among financial services companies which may increase significantly;
	•	competitive pressures in the mortgage origination business which could have an adverse effect on gain on sale profit margins;
	•	changes in the interest rate environment may negatively affect interest margins and mortgage loan originations;
	•	changes in the securities and bond markets;
	•	changes in real estate markets, including possible erosion in values, which may negatively affect loan origination and portfolio quality;
	•	legislative or regulatory changes, including increased regulation of our businesses, including enforcement of the US Patriot Act;
	•	technological changes, including increasing dependence on the Internet;
	•	monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board and;
	•	accounting principles, policies, practices or guidelines

     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.

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Summary

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 approximately 360 retail bank branches in the Tri-state area. We operate GreenPoint Mortgage Funding Inc (“GreenPoint Mortgage” or “GPM”), a nationwide mortgage business headquartered in Novato, California. Through our 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 and central 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 March 31, 2005. (See Item 1, Condensed Notes to the Consolidated Financial Statements – Note 1 – Business and Summary of Significant Accounting Policies for additional information).

     As a result of acquiring a nationwide mortgage business, we have divided 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. North Fork Bank operates approximately 360 branches located in the Tri-state area, through which we 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 emphasize 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.

     Revenue 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. 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 Fannie Mae and Freddie Mac. For the first quarter of 2005, GPM originated $10.0 billion in loans with an average gain on sale margin of approximately 127 basis points. The composition of total loan originations was: 42% specialty, 38% jumbo, 15% 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 March 31, 2005, GPM’s mortgage loan servicing portfolio consisted of mortgage loans with an aggregate principal balance of $46.9 billion, of which $32.2 billion was serviced for investors other than North Fork. Loans held-for-sale totaled $5.4 billion, while the pipeline was $7.4 billion ($2.5 billion was covered under interest rate lock commitments) at March 31, 2005.

     The following table sets forth a summary reconciliation of each business segment’s contribution to consolidated after-tax earnings as reported. (See “Mortgage Banking” section of Management’s Discussion and Analysis and Item 1, Condensed Notes to the Consolidated Financial Statements – Note -12 Segment Reporting – for additional information).

Segment Results

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Financial Overview

Selected financial highlights for the three months ended March 31, 2005 and 2004 are set forth in the table below. The succeeding discussion and analysis describes the changes in components of operating results.