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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

Commission File Number 001-14320

GreenPoint Financial Corp.
(Exact name of registrant as specified in its charter)

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

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

        Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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. ý Yes    o No

        Indicate by check mark 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. ý

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

        As of June 30, 2003, the aggregate market value of the Common Stock held by non-affiliates of the registrant was $4,690,205,904.

        The number of shares of the registrant's Common Stock issued and outstanding as of February 27, 2004 was 131,720,086 shares.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the definitive Proxy Statement for the Annual Meeting of Shareholders to be held on April 30, 2004 are incorporated herein by reference—Part III.

TABLE OF CONTENTS

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FORWARD-LOOKING STATEMENTS

        This Annual Report on Form 10-K contains certain forward-looking statements, which are based on management's current expectations. These forward-looking statements include information concerning possible or assumed future results of operations, trends, financial results and business plans, including those relating to earnings growth; revenue growth; origination volume in the Company's mortgage business; interest and non-interest income levels; fees from product sales; credit performance on loans made by the Company; tangible capital generation; margins on sales or securitizations of loans; market share; expense levels; results from new business initiatives in both the retail banking and mortgage businesses; and other business operations and strategies. For these statements, GreenPoint claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 to the extent provided by applicable law. Forward-looking statements involve inherent risks and uncertainties. We caution you that a number of important factors could cause actual results to differ materially from those contained in any forward-looking statement. Such factors include, but are not limited to: risks and uncertainties related to acquisitions, divestitures and terminating business segments, including related integration and restructuring activities; prevailing economic conditions; changes in interest rates, loan demand, real estate values, and competition, which can materially affect origination levels, interest and non-interest income levels, gain on sale results in the Company's mortgage business and other aspects of our financial performance; the level of defaults, losses and prepayments on loans made by the Company, whether held in portfolio, sold in the whole loan secondary markets or securitized, which can materially affect charge-off levels, required loan loss and representation and warranty reserve levels, and the Company's periodic valuation of its retained interests from securitizations; changes in accounting principles, policies, and guidelines; adverse changes or conditions in capital or financial markets, which can adversely affect the ability of the Company to sell or securitize loan originations on a timely basis or at prices which are acceptable to the Company, as well as other aspects of our financial performance; actions by rating agencies and the affects of these actions on the Company's businesses, operations and funding requirements; changes in any applicable law, rule, regulation or practice with respect to tax or legal issues, whether of general applicability or specific to the Company and its subsidiaries; other economic, competitive, governmental, regulatory, and technological factors affecting the Company's operations, pricing, products and services; and the risk factors or other uncertainties described from time to time in the Company's filings with the Securities and Exchange Commission, including the Risk Factors section included in this Annual Report on Form 10-K on page 9. The forward-looking statements are made as of the date of this report, and the Company assumes no obligation to update the forward-looking statements or to update the reasons why actual results could differ from those projected in the forward-looking statements.

        The Company regularly explores opportunities for acquisitions of and holds discussions with financial institutions and related businesses, and also regularly explores opportunities for acquisitions of liabilities and assets of financial institutions and other financial service providers. The Company routinely analyzes its lines of business and from time to time may increase, decrease or terminate one or more activities.

PART I

ITEM 1. BUSINESS

General

Business Activities

        This business description should be read in conjunction with the Risk Factors described on page 9. GreenPoint Financial Corp. (the "Corporation", "Company" or "GreenPoint") is a bank holding company organized under the laws of the state of Delaware and registered under the Bank Holding Company Act of 1956, as amended.

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        The Company, a $23 billion asset bank holding company, is among the most profitable of the 50 largest banking companies in the country. GreenPoint manages two primary businesses—a national mortgage business and a New York retail bank. GreenPoint Mortgage ("GPM"), headquartered in Novato, California, originates a wide variety of exclusively "A" quality loans. This includes agency qualifying loans and Jumbo A loans, and GreenPoint's specialty Alternative A mortgages. The retail bank is a New York State chartered savings bank and is the second largest thrift depository in the Greater New York area with $12 billion in deposits in 90 branches serving more than 450,000 households.

        Through the Bank and GPM, the Company is primarily engaged in lending throughout the nation. GPM originates both adjustable and fixed rate mortgage loans, primarily through a network of mortgage brokers, mortgage bankers, attorneys and other real estate professionals and, to a lesser extent, from customers and members of the local communities in GreenPoint's lending area. The Bank continues to attract retail deposits from the general public and invests those deposits, together with funds generated from operations, in loans and marketable securities. The Bank's revenues are derived principally from interest on its loan portfolio and investment securities, proceeds from the sales or securitizations of mortgage loans, fees from the servicing of these loans and retail banking fees and commissions earned. The Bank's primary sources of funds are deposits, proceeds from loan sales and securitizations, and proceeds from principal and interest payments on loans, mortgage-backed securities, other securities and debt.

        In December 2001, GreenPoint formally adopted a Plan to discontinue the manufactured housing lending business. The Plan of discontinuation included the decision to cease accepting loan applications and to fund only loans pertaining to existing loan commitments at the time the Plan was adopted. The Company will continue to honor its contractual commitments to service its loan portfolio. A restructuring accrual has been established to account for current and future contractual commitments outstanding, however this accrual may need to be adjusted in the future if events change significantly.

        GreenPoint Community Development Corp. ("GPCDC") was organized in 1993 as a for-profit community development subsidiary of the Company. Complementing the Bank's leadership in lending in low- and moderate-income areas and to minorities, GPCDC's focus is primarily on special lending programs, development opportunities and assistance, consulting and other activities that promote the objective of greater access to affordable housing for low-and moderate-income persons residing in the areas served by the Company.

Agreement and Plan of Merger

        On February 16, 2004, an Agreement and Plan of Merger dated February 15, 2004 by and between North Fork Bancorporation, Inc. ("North Fork") and GreenPoint was announced. The agreement provides that North Fork will acquire GreenPoint in an all stock transaction. Under the terms of the agreement, in a tax-free exchange of shares, GreenPoint shareholders will receive a fixed exchange ratio of 1.0514 shares of North Fork common stock for each GreenPoint share held upon consummation of the acquisition.

        The agreement has been approved unanimously by the Boards of Directors of both companies and is subject to all required regulatory approvals, approval by shareholders of both companies and other customary conditions. The agreement establishes a reciprocal termination fee of $250 million and is expected to be completed in the fourth quarter of 2004.

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Mortgage Banking Activities

Products and Services

        The Company, through its mortgage banking subsidiary GreenPoint Mortgage Funding, Inc. ("GPM") is in the business of originating, selling, securitizing, and servicing mortgage loans secured primarily by one—to—four family residences. Also, certain loans originated by GPM are retained in the Bank's loan portfolio. As a specialty mortgage lender, GPM's strategy is to focus on specialized mortgage loan products for primarily high credit quality borrowers. GPM generally places an emphasis on credit scores obtained from three major credit bureaus to evaluate the credit quality of borrowers. GPM considers "high credit quality borrowers" to be those whose credit scores equal or exceed levels required for the sale or exchange of their mortgage loans through the Federal National Mortgage Association ("Fannie Mae") or the Federal Home Loan Mortgage Corporation ("Freddie Mac") (collectively "the Agencies"). The specialized mortgage loans targeted by GPM provide a relatively greater "spread" (i.e., greater interest and other income to the originator relative to the cost associated with funding and selling the mortgage loans) compared to other mortgage loans that present a similar credit risk. GPM believes that its wholesale lending channel, supported by its correspondent and retail lending channels, provides an efficient and responsive origination system for the types of mortgage loans it seeks to originate.

        GPM presently offers a broad range of mortgage loan products in order to provide maximum flexibility to borrowers and third party mortgage brokers and other entities through which it originates mortgage loans. These products include conforming agency mortgage loans, non-conforming mortgage loans (including Alt—A mortgage loans), home equity loans and limited documentation ("No Doc") loans. Alt A loans may fail to satisfy certain elements of the agency underwriting criteria, such as those relating to documentation, employment history, income verification, loan—to—value ratios, qualifying ratios, or other compensating factors. No Doc loans serve a particular niche of borrowers willing to pay a premium in the form of higher interest rates and provide larger down payments. In return, the borrower receives more expedient loan processing by virtue of providing less income and asset information, as compared to loans underwritten in conformance with Agency standards.

Credit Parameters

        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"). This score indicates, based on their statistical analysis, the percentage of borrowers that would be expected to become 90 days delinquent on an additional loan.

Mortgage Loan Servicing

        GPM also engages in mortgage loan servicing, which includes the processing of mortgage loan payments and the administration of mortgage loans. GPM's primary source of servicing rights consists of a significant portion of the Bank's loan portfolio and mortgage loans it has originated and sold, and for which it has retained the right to service. As of December 31, 2003, GPM's mortgage loan servicing portfolio consisted of mortgage loans with an aggregate principal balance of $31.9 billion, including $12.1 billion serviced for GreenPoint and $19.8 billion serviced for other investors. GPM can realize the

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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.

Retail Banking Activities

        The Retail Branch Network ("Branch Network") consists of 90 full-service banking offices with 146 automated teller machines. The Branch Network operates 34 branches in Long Island, 52 branches in New York City, and 4 branches in Westchester County in New York. In addition to its branch system, the Bank's deposit gathering network includes its telephone banking system. The Branch Network offers a variety of financial services to meet the needs of the communities it serves. Among the services offered are traditional time, savings and checking accounts, annuity products, mutual funds, mortgages, home equity loans, credit and debit cards, on-line banking, life insurance, safe deposit services, student loans, installment loans and automatic payroll and Social Security deposit programs. The Bank also offers a variety of financial services to meet the needs of business communities it serves. Services included are business checking, savings, time, escrow management, IOLA and lease security accounts, Keogh, SEP-IRA, simple IRA, 401k and 403b plans, credit and debit cards, night deposit, on-line banking, merchant credit/debit processing and business credit products.

Manufactured Housing Loan Servicing Activities

        GreenPoint Credit, LLC ("GPC") services manufactured housing loans on behalf of other entities and its own portfolio. At December 31, 2003, GPC serviced approximately 312,600 manufactured housing loans with an outstanding principal balance of $9.7 billion.

        GPC servicing responsibilities include collecting principal and interest payments, taxes, insurance premiums and other payments from obligors and, when such loans are not owned by GPC, remitting principal and interest payments to the owners. Collection procedures are managed in a centralized call center. GPC will enter into workout agreements with obligors under certain defaulted loans, if deemed advisable. Although decisions as to whether to repossess any manufactured home are made on an individual basis, GPC's general policy is to institute repossession procedures promptly after determining that it is unlikely that a defaulted loan will be brought current. Remarketing and resale functions are managed at the regional office level, where resale efforts are diligently pursued upon repossession of manufactured homes.

Securities Investment Activities

        The Board of Directors sets the securities investment policies of the Company and the Bank. These policies contain guidelines and limits regarding the credit quality, liquidity and market risk of the securities portfolios.

        The Company's investment policy permits investments in various types of marketable investments including U.S. Treasury obligations, securities of various federal agencies, mortgage-backed securities, asset-backed securities, corporate debt securities, money market instruments, CD's, Bank notes, preferred stock, commercial paper, municipal obligations, and equity. In addition, the Company, as a member of the Federal Home Loan Bank of New York ("FHLB"), is required to maintain a specified investment in the capital stock of the FHLB.

        The Company's money market investments consist of interest-bearing deposits in other banks, federal funds sold and securities purchased under agreements to resell ("reverse repurchase agreements"). The reverse repurchase agreements are collateralized by securities having market values of at least 102% of the amount of the funds advanced which are held by a third party custodian.

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        The Company designates securities as held to maturity, available for sale, or held for trading purposes. Securities held for indefinite periods of time for use in asset/liability management are classified as available for sale and are carried at fair value with unrealized gains or losses excluded from earnings and reported in accumulated other comprehensive income as a separate component of stockholders' equity, net of tax. Securities held for trading purposes are carried at fair value with market revaluations recognized as gains and losses included in non-interest income.

        The Company has, through a third party agent bank/custodian, a securities lending program whereby the Company receives a fee for lending its U.S. government and federal agency securities to securities dealers. The securities are collateralized by other U.S. government and federal agency securities having a market value of at least 102% of the loaned securities which are held by the third party bank/custodian. Pursuant to this program, the third party agent bank indemnifies the Company for losses related to borrower defaults, market risk and delivery failures.

Sources of Funds

        General.    The bank's primary sources of funds are deposits, Federal Funds purchased and Overnight FHLB Advances, FHLB Term Advances, loan sales and securitizations, payments on loans, mortgage backed and other debt securities, maturities and redemptions of investment securities, and borrowings under repurchase agreements. Additionally, the Company has supplemented its funding sources through the prior acquisition of investment grade credit ratings from three credit rating agencies. Obtaining investment grade credit ratings has afforded the Company the ability to access the investment grade debt markets. Refer to page 40 for additional information and discussion about the Company's Liquidity Risk Management.

        Deposits.    The Bank offers a variety of deposit accounts having a range of interest rates and terms. The Bank's deposits consist of various types of savings, N.O.W., non-interest bearing checking, money market and certificates of deposit. The flow of deposits is influenced by general economic conditions, changes in prevailing interest rates and competition. The Bank's deposits are obtained primarily from the areas served by its Branch Network. Management determines the Bank's deposit rates based upon market conditions and local competition. The Bank relies primarily on competitive rates of interest, offering promotional rates, marketing and long-standing relationships with customers to attract and retain deposits. The Bank does not actively solicit certificates of deposit accounts in excess of $100,000.

        Federal Funds purchased and Overnight FHLB Advances.    At December 31, 2003, the outstanding balance of Federal Funds purchased was $1.1 billion. Interest expense related to purchased Federal Funds totaled $6 million for the year ended December 2003. Federal Funds are unsecured lines of credit from other financial institutions. At December 31, 2003, the Bank had no overnight FHLB advances. Interest expense related to these overnight FHLB borrowings totaled $12 million for the year ended December 31, 2003. These advances are collateralized by certain one-to four-family residential mortgage loans pledged under a blanket lien to the FHLB.

        FHLB Term Advances.    At December 31, 2003 and 2002, the outstanding balance of FHLB term advances was $2.8 billion and $2.9 billion respectively. Interest expense related to these borrowings totaled $115 million and $119 million for the years ended December 31, 2003 and 2002. These advances are collateralized by certain one-to four-family residential mortgage loans pledged under a blanket lien to the FHLB. At December 31, 2003, $1.7 billion of the $2.8 billion FHLB term advances outstanding, are callable by the FHLB in 2004.

        Repurchase Agreements.    At December 31, 2003 and 2002, the outstanding balance of repurchase agreements was $3.3 billion and $2.0 billion respectively. Interest expense related to these borrowings totaled $78 million and $80 million for the years ended December 31, 2003 and 2002. All of the outstanding repurchase agreements are collateralized by US Government agency securities or

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non-agency mortgage backed securities. At December 31, 2003, $1.5 billion of the $3.3 billion outstanding repurchase agreements are callable in 2004.

        Senior and Subordinated Bank Notes.    In July 1997, the Company published an Offering Circular under Regulation D authorizing it to issue up to $3 billion of Senior and Subordinated Bank Notes (the "Notes"). Of this allowable capacity, the Company has current outstandings of $350 million of 3.20% Senior Notes maturing on June 6, 2008 and $150 million of 9.25% Subordinated Bank Notes maturing October 1, 2010. On November 13, 2003 the Company entered into a swap transaction which effectively converted the 3.20% fixed rate coupon on the $350 million Senior Notes to a floating rate of three month libor minus 35 basis points, resetting quarterly. Interest expense attributed to the Senior Notes, Senior Bank Notes (which matured July 2002) and Subordinated Bank Notes was $20 million, $19 million and $24 million for each of the years ended December 31, 2003, 2002 and 2001, respectively.

        Other Long Term Debt.    In June 1997, the Company issued $200 million of 9.10% Junior Subordinated Debentures. The Junior Subordinated Debentures mature on June 1, 2027. Interest expense attributable to these Debentures was $18 million for each of the years ended December 31, 2003, 2002 and 2001. See Note 9 for a more complete discussion.

Competition

        The Company faces significant competition both in making loans and in attracting deposits. The Company's competition for loans comes principally from savings banks, commercial banks, savings and loan associations, mortgage banking companies and credit unions. Its most direct competition for deposits has historically come from savings and loan associations, savings banks, commercial banks and credit unions. The New York City metropolitan area has a high density of financial institutions, many of which are branches of significantly larger institutions which have greater financial resources than the Company. The Bank faces additional competition for deposits from non-depository competitors such as the mutual fund industry, securities and brokerage firms and insurance companies. This competition could have a direct impact on the success of the Bank's de novo branching and small business banking initiatives.

        GPM faces intense competition, primarily from commercial banks, savings and loans and other mortgage lenders. As GPM expands into particular geographic markets, it will face competition from mortgage lenders with established positions in such markets. Competition can take place on various levels, including convenience in obtaining a mortgage loan, service, marketing, origination channels and pricing. Many of GPM's competitors in the financial services business are substantially larger and have more capital and other resources than GPM. Many of GPM's 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. Fannie Mae and Freddie Mac are currently developing technologies and business practices that will expand the scope of mortgage loans eligible to be Agency mortgage loans, which may include some Alt A mortgage loans. To the extent market pricing for GPM's mortgage loan products becomes more competitive, it may be more difficult to originate and purchase mortgage loans with attractive yields in sufficient volume to maintain profitability.

        GPM depends primarily on independent mortgage brokers and, to a lesser extent, on correspondent lenders, for the origination and purchase of its wholesale mortgage loans, which constitute a significant portion of GPM's mortgage loan production. These independent mortgage brokers deal with multiple lenders for each prospective borrower. GPM competes with these lenders for the independent brokers' business on the basis of price, service, loan fees, costs and other factors. GPM's competitors also seek to establish relationships with such brokers, who are not obligated by contract or otherwise to do business with GPM. GPM's future results of operations and financial

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condition may be vulnerable to changes in the volume and costs of its wholesale mortgage loans resulting from, among other things, competition from other lenders and purchasers of such mortgage loans.

        The types of loans that the Company may originate are subject to federal and state laws and regulations. Interest rates charged by GreenPoint on loans are affected principally by the demand for such loans and the supply of money available for lending purposes and the rates offered by its competitors. These factors are, in turn, affected by general and economic conditions, monetary policies of the federal government, including the Federal Reserve Board ("FRB"), legislative tax policies and governmental budgetary matters.

Personnel

        At December 31, 2003, the Company had 4,373 full-time employees and 258 part-time employees. None of its employees are represented by a collective bargaining unit and the Company considers its relationship with its employees to be good.

Federal, State and Local Taxation

        General.    The Company and its subsidiaries report income on a consolidated calendar year basis using the accrual method of accounting and are subject to federal income taxation in the same manner as other corporations with some exceptions, particularly the Bank's addition to its tax reserve for bad debts as discussed below. The following discussion of tax matters is intended as a summary and does not purport to be a comprehensive description of the tax rules applicable to the Company and its subsidiaries.

        Bad Debt Reserves.    For tax years prior to 1996, the Bank was allowed under the Internal Revenue Code a special bad debt deduction for additions to the tax bad debt reserve. Federal legislation enacted in 1996 eliminated this reserve method and required the recapture of the reserves balances added after 1987. As a result, the Bank is only permitted to take federal deductions for bad debts on the basis of actual loan charge-off activity (specific charge-offs).

        However, provided certain definitional tests and conditions are satisfied, the Bank is still permitted to take special reserve method bad debt deductions for both New York State and City. The deductible annual addition to these reserves may be computed using a specific formula based on either the Bank's loss history ("Experience Method") or a statutory percentage equal to 32% of the Bank's New York State or City taxable income ("Percentage Method").

        Taxable Distributions and Recapture.    As part of the 1996 Federal legislation, any pre-1988 bad debt reserves are subject to recapture if the Bank makes certain distributions or ceases to maintain a bank charter. As of December 31, 2003, the Bank's total federal pre-1988 reserve balance was approximately $140 million. No Federal income tax provision exists for the recapture of this reserve, since the Bank does not have any intention of recapturing any portion of this reserve.

        Since the Bank is still entitled to additions to bad debt reserves for New York State and City purposes, a separate amount also exists for the portion of each reserve in excess of the federal reserve. As of December 31, 2003, the amounts of the Bank's state and city tax reserves in excess of the federal were approximately $482 million and $487 million, respectively. In the event the Bank fails certain conditions or definitional tests such as allowing "qualifying assets" to fall below 60% of total assets, the Bank would no longer be allowed to utilize either the New York State or City reserve method of computing bad debt deductions. As a result, the Bank would record a charge relating to the recapture of some or all of the state and city tax reserves. Future bad debt deductions would be based on a "6-year experience" method, which is closely reflective of financial statement loan charge-off activity.

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Management does not contemplate any actions that would cause recapture of some or all of the New York reserves into taxable income.

        Corporate Alternative Minimum Tax.    The Internal Revenue Code of 1986, as amended, imposes a tax on alternative minimum taxable income ("AMTI") at a rate of 20%. AMTI is calculated as federal taxable income adjusted for certain items of "tax preference". The alternative minimum tax is equal to the amount the AMT exceeds the company's regular tax. Any AMT paid is available as a credit against future income. Management does not expect to be subject to the AMT.

        State and Local Taxation.    The Company and its respective subsidiaries are required to file state and local tax returns in most of the states in which they do business. Where appropriate, the Company and its subsidiaries join in the filing of a consolidated state or local tax return.

        Generally, state and local taxes in each of these jurisdictions is imposed on the higher of allocated income, capital or a nominal minimum tax. For the year ended December 31, 2003, it is expected that most of the state and local taxes paid by the Company and its subsidiaries will be based on the allocated income alternative.

Bank Regulation and Supervision

        The following discussion sets forth certain of the material elements of the regulatory framework applicable to GreenPoint and its subsidiaries. This regulatory framework is intended primarily for the protection of depositors and the federal deposit insurance funds and not for the protection of security holders. To the extent that the following information describes statutory and regulatory provisions, it is qualified in its entirety by reference to those provisions. A change in the statutes, regulations or regulatory policies applicable to GreenPoint or its subsidiaries may have a material effect on the business of GreenPoint.

        General.    As a registered bank holding company under the Bank Holding Company Act of 1956, as amended (the "BHCA"), GreenPoint is subject to examination and supervision by the FRB. Under the BHCA, bank holding companies generally may not acquire ownership or control of more than 5% of the voting shares or substantially all of the assets of any company, including a bank, without the FRB's prior approval. In addition, bank holding companies generally may engage, directly or indirectly, only in banking and such other activities as are determined by the FRB to be closely related to banking.

        Subsidiary banks of a bank holding company are subject to certain quantitative and qualitative restrictions imposed by the Federal Reserve Act on any extension of credit to, or purchase of assets from, or letter of credit issued on behalf of, the bank holding company or its non-bank subsidiaries, and on the investment in or acceptance of stocks or securities of such holding company or its subsidiaries as collateral for loans. In addition, federal laws and regulations limit the amounts of, and establish required procedures and credit standards with respect to, loans and other extensions of credit to certain officers, directors and principal shareholders of GreenPoint, certain of its subsidiaries and related interests of such persons.

        In addition, if GreenPoint were to acquire another bank or bank holding company, it could become subject to the bank holding company regulations promulgated under New York State Banking Law ("State Banking Laws"). GreenPoint is not currently subject to the bank holding company regulations of State Banking Laws because a company such as GreenPoint that controls only one banking institution is not deemed to be a bank holding company under State Banking Laws. However, the Bank is subject to other State Banking Laws and to supervision and regulation by the Banking Department, as its chartering agency, and by the Federal Deposit Insurance Corporation (the "FDIC"), as its deposit insurer. The Bank is also subject to regulation by the FRB. GreenPoint and its

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subsidiaries also are affected by the fiscal and monetary policies of the federal government and the FRB, and by various other governmental requirements and regulations.

        Bank holding companies and their subsidiary banks are also subject to the provisions of the Community Reinvestment Act of 1977 ("CRA"). Under the terms of the CRA, the FRB (or other appropriate bank regulatory agency) is required, in connection with its examination of a bank, to assess such bank's record in meeting the credit needs of the communities served by that bank, including low- and moderate-income neighborhoods. Furthermore, such assessment is also required of any bank that has applied, among other things, to merge or consolidate with or acquire the assets or assume the liabilities of a federally-regulated financial institution, or to open or relocate a branch office. In the case of a bank holding company applying for approval to acquire a bank or bank holding company, the FRB will assess the record of each subsidiary bank of the applicant bank holding company in considering the application. State Banking Laws contain provisions similar to the CRA which are applicable to New York-chartered banks.

        Liability for Bank Subsidiaries.    Under current FRB policy, a bank holding company is expected to act as a source of financial and managerial strength to each of its subsidiary banks and to maintain resources adequate to support each such subsidiary bank. This support may be required at times when the bank holding company may not have the resources to provide it. In the event of a bank holding company's bankruptcy, any commitment by the bank holding company to a federal bank regulatory agency to maintain the capital of a subsidiary bank would be assumed by the bankruptcy trustee and entitled to priority of payment.

        Similarly, any depository institution insured by the FDIC, including the Bank, can be held liable for any loss incurred, or reasonably expected to be incurred, by the FDIC in connection with (i) the default of a commonly controlled FDIC-insured depository institution or (ii) any assistance provided by the FDIC to a commonly controlled FDIC-insured depository institution in danger of default. "Default" is defined generally as the appointment of a conservator or receiver and "in danger of default" is defined generally as the existence of certain conditions indicating that a default is likely to occur in the absence of regulatory assistance. Also, if such a default occurred with respect to a bank, any capital loans to the bank from its parent holding company would be subordinate in right of payment to payment of the bank's depositors and certain of its other obligations.

        Capital Requirements.    GreenPoint is subject to risk-based capital requirements and guidelines imposed by the FRB, which are substantially similar to the capital requirements and guidelines imposed by the FDIC, the Office of Thrift Supervision and the Office of the Comptroller of the Currency on the depository institutions within their respective jurisdictions. For this purpose, a depository institution's or holding company's assets and certain specified off-balance sheet commitments are assigned to four risk categories, each weighted differently based on the level of credit risk that is ascribed to such assets or commitments. A depository institution's or holding company's capital, in turn, is divided into two tiers: core ("Tier 1") capital, which includes common equity, non-cumulative perpetual preferred stock and a limited amount of cumulative perpetual preferred stock and related surplus (excluding auction rate issues) and a limited amount of cumulative perpetual preferred stock and minority interests in equity accounts of consolidated subsidiaries, less goodwill, certain identifiable intangible assets and certain other assets; and supplementary ("Tier 2") capital, which includes, among other items, perpetual preferred stock not meeting the Tier 1 definition, mandatory convertible securities, subordinated debt and allowances for loan and lease losses, subject to certain limitations, less certain required deductions.

        GreenPoint, like other bank holding companies, currently is required to maintain Tier 1 and "total capital" (the sum of Tier 1 and Tier 2 capital) equal to at least 4% and 8% of its total risk-weighted assets (including certain off-balance-sheet items, such as standby letters of credit), respectively. At December 31, 2003, GreenPoint met both requirements, with Tier 1 and total capital equal to 11.26% and 12.81% of its total risk-weighted assets.

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        The FRB, the FDIC and the Banking Department have adopted rules to incorporate market and interest rate risk components into their risk-based capital standards. Under these requirements, capital will be allocated to support the amount of market risk related to a financial institution's ongoing trading activities. The FRB also requires bank holding companies to maintain a minimum "leverage ratio" (Tier 1 capital to adjusted total assets) of 3% if the holding company has the highest regulatory rating and meets certain other requirements, or of 3% plus an additional cushion of at least 100 to 200 basis points if the holding company does not meet these requirements. At December 31, 2003, GreenPoint's leverage ratio was 7.28%.

        The FRB may set capital requirements higher than the minimums noted above for holding companies whose circumstances warrant it. For example, holding companies experiencing or anticipating significant growth may be expected to maintain capital positions substantially above the minimum supervisory levels without significant reliance on intangible assets. Furthermore, the FRB has indicated that it will consider a "tangible Tier 1 capital leverage ratio" (deducting all intangibles) and other indicia of capital strength in evaluating proposals for expansion or new activities. The Bank is subject to similar risk-based and leverage capital requirements adopted by the FDIC. The Bank was in compliance with the applicable minimum capital requirements as of December 31, 2003. The Bank has not been advised by any federal banking agency or by the Banking Department of any specific minimum leverage ratio requirement applicable to it. Failure to meet capital requirements could subject a bank to a variety of enforcement remedies, including the termination of deposit insurance by the FDIC, and to certain restrictions on its business, which are described under "FDICIA."

        FDICIA.    FDICIA, among other things, identifies five capital categories for insured depository institutions (well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized and critically undercapitalized) and requires federal bank regulatory agencies to implement systems for "prompt corrective action" for insured depository institutions that do not meet minimum capital requirements, based on these categories. FDICIA imposes progressively more restrictive constraints on operations, management and capital distributions, depending on the category in which an institution is classified. Unless a bank is "well capitalized," it is subject to restrictions on its ability to offer brokered deposits and on certain other aspects of its operations. An "undercapitalized" bank must develop a capital restoration plan and its parent holding company must guarantee the bank's compliance with the plan up to the lesser of 5% of the bank's assets at the time it became undercapitalized and the amount needed to comply with the plan.

        As of December 31, 2003, GreenPoint Bank was "well capitalized," based on the guidelines implemented by the bank regulatory agencies. It should be noted, however, that the Bank's capital category is determined solely for the purpose of applying the FDIC's "prompt corrective action" regulations and that the capital category may not constitute an accurate representation of the Bank's overall financial condition or prospects.

        Dividend Restrictions.    GreenPoint's funds for cash distributions to its stockholders are derived from various sources, including cash and investments. The principal source of those funds and funds used to pay principal and interest on GreenPoint's indebtedness is dividends received from the Bank. State Banking Laws impose certain restrictions on the payment of dividends by the Bank to GreenPoint, including restrictions relating to a provision that, without regulatory approval, the Bank cannot declare and pay dividends in any calendar year in excess of its net profits, as defined by the State Banking Laws, for that year combined with its retained net profits, as defined by the State Banking Laws, of the two preceding years, less any required transfer to surplus. At December 31, 2003, $368 million of the total stockholders' equity of the Bank was available for payment of dividends to GreenPoint pursuant to these provisions, as long as the Bank continues to be well-capitalized pursuant to FDICIA and the potential prohibitions discussed in the following paragraph do not apply.

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        In addition, federal bank regulatory authorities have authority to prohibit the Bank from engaging in an unsafe or unsound practice in conducting its business. The payment of dividends, depending upon the financial condition of the bank in question, could be deemed to constitute such an unsafe or unsound practice. The ability of the Bank to pay dividends in the future is currently, and could be further, influenced by bank regulatory policies and capital guidelines.

        Deposit Insurance Assessments.    The deposits of the Bank are insured up to regulatory limits by the FDIC and, accordingly, are subject to deposit insurance assessments to maintain the Bank Insurance Fund (the "BIF") and the Savings Association Insurance Fund ("SAIF") administered by the FDIC. The FDIC has adopted regulations establishing a permanent risk-related deposit insurance assessment system. Under this system, the FDIC places each insured bank in one of nine risk categories based on (i) the bank's capitalization and (ii) supervisory evaluations provided to the FDIC by the institution's primary federal regulator. Each insured bank's insurance assessment rate is then determined by the risk category in which it is classified by the FDIC.

        Due to the Bank's current risk-based assessment, as of January 1, 2004, the annual insurance premiums on bank deposits insured by the BIF (approximately 75% of the Bank's deposits) and the SAIF (approximately 25% of the Bank's deposits) were both zero.

        The Deposit Insurance Funds Act of 1996 provides for assessments to be imposed on insured depository institutions with respect to deposits insured by the BIF and the SAIF (in addition to assessments currently imposed on depository institutions with respect to BIF- and SAIF-insured deposits) to pay for the cost of Financing Corporation funding. The assessment rates as of January 1, 2004 were $0.0154 per $100 annually for BIF-assessable deposits and $0.0154 per $100 annually for SAIF-assessable deposits.

        Depositor Preference Statute.    Federal legislation has been enacted providing that deposits and certain claims for administrative expenses and employee compensation against an insured depository institution would be afforded a priority over other general unsecured claims against such institution, including federal funds and letters of credit, in the "liquidation or other resolution" of the institution by any receiver.

        Brokered Deposits.    Under FDIC regulations, no FDIC-insured depository institution can accept brokered deposits unless it (i) is well capitalized, or (ii) is adequately capitalized and receives a waiver from the FDIC. In addition, these regulations prohibit any depository institution that is not well capitalized from (a) paying an interest rate on deposits in excess of 75 basis points over certain prevailing market rates or (b) offering "pass through" deposit insurance on certain employee benefit plan accounts subject to certain exceptions.

        Interstate Banking And Branching.    Under the Riegle-Neal Interstate Banking and Branching Efficiency Act of 1994 ("Riegle-Neal"), subject to certain concentration limits and other requirements, (i) bank holding companies such as GreenPoint are permitted to acquire banks and bank holding companies located in any state without regard to state law; (ii) any bank that is a subsidiary of a bank holding company is permitted to receive deposits, renew time deposits, close loans, service loans and receive loan payments as an agent for any other bank subsidiary of that holding company; and (iii) banks are permitted to acquire branch offices outside their home states by merging with out-of-state banks, purchasing branches in other states, and establishing de novo branch offices in other states; provided that, in the case of any such purchase or opening of individual branches, the host state has adopted legislation "opting in" to those provisions of Riegle-Neal; and provided that, in the case of a merger with a bank located in another state, the host state has not adopted legislation "opting out" of that provision of Riegle-Neal. GreenPoint could use Riegle-Neal to acquire banks in additional states.

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        Control Acquisitions.    The Change in Bank Control Act prohibits a person or group of persons from acquiring "control" of a bank holding company, unless the Federal Reserve Board has been notified and has not objected to the transaction. Under a rebuttable presumption established by the Federal Reserve Board, the acquisition of 10% or more of a class of voting stock of a bank holding company with a class of securities registered under Section 12 of the Securities Exchange Act of 1934, such as the Company, would, under the circumstances set forth in the presumption, constitute acquisition of control of the bank holding company.

        In addition, a company is required to obtain the approval of the Federal Reserve Board under the Bank Holding Company Act before acquiring 25% (5% in the case of an acquirer that is a bank holding company) or more of any class of outstanding voting stock of a bank holding company, or otherwise obtaining control or a "controlling influence" over the bank holding company.

        Future Legislation.    Changes to the laws and regulations in the jurisdictions where GreenPoint and its subsidiaries do business can affect the operating environment of bank holding companies and their subsidiaries in substantial and unpredictable ways. GreenPoint cannot accurately predict whether those changes in laws and regulations will occur, and, if those changes occur, the ultimate effect they would have upon the financial condition or results of operations of GreenPoint.

RISK FACTORS

        In addition to all of the information in this Report, and the documents incorporated herein by reference, the following Risk Factors should be considered. Many of these Risk Factors are discussed in greater detail throughout this Report.

The Company operates in competitive markets

        The Company faces significant competition both in making loans and in attracting deposits. The Company competes primarily on the basis of pricing in many of the markets in which it conducts business. From time to time, the Company's competitors seek to compete aggressively on the basis of pricing factors and the Company may lose market share to the extent it is unwilling to match its competitors' pricing in order to maintain its interest or sale margins. To the extent that the Company matches competitors' pricing, it may experience lower interest margins or gain on sale results. In addition, the Company faces significant competition in several of its new growth initiatives, including the retail bank's de novo branching expansion plan and small business banking program. Many of the financial institutions against which the Company competes in these initiatives are much larger than the Company, with greater financial resources and market share. These risks are further described in the Competition section of Item 1 of this Annual Report on Form 10-K.

The Company faces market risk relating to interest rates and mortgage rates

        Interest rate risk arises in the ordinary course of the Company's business, as the repricing characteristics of its loans do not necessarily match those of its deposit liabilities. Changes in interest rates can also affect the number of loans the Company originates, as well as the value of its loans and other interest-earning assets and its ability to realize gains on the sale of those assets and liabilities. Prevailing interest rates also affect the extent to which borrowers prepay loans owned by the Company. When interest rates increase, borrowers are less likely to prepay their loans, and when interest rates decrease, borrowers are more likely to prepay loans. The Company may then be forced to invest the funds generated by those prepayments at less favorable interest rates. Similarly, prepayments on mortgage-backed securities can hurt the value of those securities and the interest income generated from them. In addition, an increase in interest rates could hurt the ability of the Company's borrowers who have loans with floating interest rates to meet their increased payment obligations. If those

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borrowers were not able to make their payments, then the Company would suffer losses, and its level of performing assets would decline.

        Increases in interest rates might cause depositors to shift funds from accounts that have comparatively lower cost (such as regular savings accounts) to accounts with a higher cost (such as certificates of deposit or other high interest bearing accounts). If the cost of deposits increased at a rate greater than the yield on interest-earning assets increases, the Company's interest-rate spread would suffer.

        Market risk also arises as the Company originates and accumulates fixed rate mortgage loans prior to their sale or securitization. As applications are approved, a commitment is made to lend at a specified interest rate. Should rates rise, either prior to closing or after closing but prior to sale or securitization, the price at which the loan will be sold or securitized will decline. Hedging strategies are implemented to mitigate the risk of lowered prices in rising rate environments.

The Company is exposed to credit risk

        The Company assumes credit risk primarily in its held-for-investment loan portfolio, and in the recourse it provides in conjunction with loan sales or securitizations. The majority of its loan portfolio consists of fixed and ARM loans secured by one-to-four-family residences and to a lesser extent, multi-family residential loans, commercial real estate loans and other loans held for investment. Management believes that the allowance for loan losses is adequate. However, such determination is susceptible to the effect of future unanticipated changes in general economic and market conditions that may affect the financial circumstances of borrowers and/or residential real estate values within the Company's lending areas.

        The Company also securitizes or sells certain mortgage loans with recourse. The Company retains a residual interest in its securitizations. The initial value of these retained interests is determined at the time that the securitization is closed using a net present value analysis of future cash flows. These cash flows are based on management's assumptions related to prepayments and losses on the collateral, overcollateralization requirements, and the spread between the interest rates on the loans and on the certificates. Any difference between the actual cash flows and the assumptions used in the initial net present value analysis could positively or negatively impact the value of the Company's retained interests. The risk to the Company is that the value of the retained interests will be less than the initial value, resulting in a reduction of the value on the Company's books, also known as impairment. Impairment in the value of the retained interests could reduce the Company's income in the period that it occurs.

        In the normal course of business, the company provides certain representations and waranties which permit the purchaser of a loan to return the loan to the Company if certain deficiencies exist in the loan documentation. At the time of the sale, a gain on sale analysis is conducted and a liability is established to cover any expected future losses. The analyses is updated on a regular basis to reflect actual losses to date and to ensure the adequacy of the liability.

        Prior to exiting the manufactured housing lending business, the Company securitized and sold with recourse most of its manufactured housing loans. The Company retains most of the credit risk inherent in these loans. The Company's results from discontinued operations could be adversely affected if its securitizations do not perform consistent with the Company's expectations. These risks are further described in Note 14 of the Company's 2003 Consolidated Financial Statements and are incorporated herein by reference.

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Expanding into new markets may result in increased losses

        The Company has an historic practice of expanding its lending business into new geographic and product markets, and it may continue that practice in the future. Although the Company believes that it has implemented appropriate underwriting and credit quality controls in these new markets, and it will seek to implement such controls in future markets, the Company is less familiar with the real estate markets in these areas and, therefore, may experience more losses in these new markets. Also, the Company may not be as successful in originating loans in these new markets as it has been in the markets in which it is well established.

The Company is extensively regulated

        The Company's operations are subject to extensive regulation by federal, state and local authorities and are subject to various laws and judicial and administrative decisions imposing requirements and restrictions on its operations. Policies adopted by these entities can significantly affect the Company's business operations. In addition, these authorities periodically conduct examinations of the Company and may impose various requirements or sanctions.

Legislative and regulatory proposals may unfavorably affect the Company's businesses

        Proposals to change the laws governing financial institutions are frequently raised in federal, state and local legislatures and before regulatory authorities. Changes in applicable laws or policies could materially affect the Company's businesses, and the likelihood of any major changes in the future and their effects are impossible to determine. Moreover, it is impossible to predict the ultimate form any proposed legislation or regulation might take or how it might affect the Company. Similarly, changes in applicable accounting principles, policies or guidelines could impact the manner in which the Company reports the results of its operations.

The Company's ability to pay dividends is limited

        The Company is a holding company and all of its operations are conducted through its subsidiaries. Therefore, the Company's ability to pay dividends is dependent upon the earnings of its subsidiaries and their ability to pay dividends or make other payments to the Company. Certain laws and regulatory requirements limit the ability of the Company's subsidiaries to pay dividends or make other payments to it.

The Company faces several risks relating to business combinations

        The Company continually evaluates mergers, acquisitions and other business combination opportunities and it may undertake informal discussions or negotiations that may result in formal discussions and future business combinations. Transactions of this type have risks relating to, among other things, the loss of key employees, the disruption of ongoing businesses, the failure to integrate the combined businesses and the failure to achieve expected synergies. The Company cannot predict what the consequences would be of any such business combination. However, an unsuccessful business combination, and other factors, could ultimately result in the Company's divestiture or termination of a business segment. In addition, any business combination in which the Company issues common stock could dilute the ownership interest of its stockholders.

The Company's charter and by-laws contain provisions with possible anti-takeover effects

        The Company's certificate of incorporation and bylaws contain provisions that might have the effect of discouraging certain transactions involving an actual or threatened change of control of the Company, and Delaware law contains certain provisions, including those related to transactions with

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certain interested stockholders, that might have the effect of discouraging certain transactions not approved by a company's board of directors.

Available Information

        The Company's Internet address is "www.greenpoint.com". The Company makes available, free of charge through this website, its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and amendments to those reports filed or furnished pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, as soon as reasonably practicable after such documents are electronically filed with, or furnished to, the U.S. Securities and Exchange Commission. Copies of these reports and other information also are available, free of charge, to any person through the website of the Securities and Exchange Commission at http://www.sec.gov, and to any person who directs a request to GreenPoint Financial Corp., Investor Relations Department, 90 Park Avenue, New York, New York 10016, (212) 834-1202.

Corporate Governance

        The Corporation's Corporate Governance Guidelines and the following corporate governance documents are available through the Corporation's website at http://www.greenpoint.com: Audit Committee Charter, Compensation Committee Charter, Finance Committee Charter, Loan Policy Committee Charter, Nominating and Governance Committee Charter, Complaint Procedures for Accounting and Auditing Matters, Code of Business Conduct and Ethics, and Financial Personnel Code of Ethics. Copies of such governance documents also are available, free of charge, to any person who requests them. Such requests may be directed to GreenPoint Financial Corp., Investor Relations Department, 90 Park Avenue, New York, New York 10016, (212) 834-1202.

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Supplemental Data

        The detailed supplemental data which follow are presented in accordance with Guide 3, as prescribed by the Securities and Exchange Commission. The data should be read in conjunction with Item 7, Management's Discussion and Analysis of Financial Condition and Results of Operations, and Item 8, Financial Statements and Supplementary Data.

Money Market and Securities Investments

        The table below sets forth certain information regarding the carrying and market values of the Company's money market investments, securities available for sale and securities held to maturity.

(1)

Consists of interest-bearing deposits in other banks, federal funds sold and securities purchased under agreements to resell.

Money Market and Securities Investments—Yields and Maturities

        The table below sets forth certain information regarding the amortized costs, weighted average yields and maturities of the Company's money market investments, securities available for sale and held to maturity, and Federal Home Loan Bank of New York stock at December 31, 2003. There were no securities (exclusive of obligations of the U.S. government and federal agencies) issued by any one entity with a total carrying value in excess of 10% of stockholders' equity at December 31, 2003.

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(1)

Consists of interest-bearing deposits in other banks, federal funds sold and securities purchased under agreements to resell.

        During the year ended December 31, 2003, the Company sold available for sale securities aggregating $2.2 billion, resulting in gross realized gains of $18 million and gross realized losses of $15 million.

        During the year ended December 31, 2002, the Company sold available for sale securities aggregating $1.9 billion, resulting in gross realized gains of $9 million and gross realized losses of $1 million.

        During the year ended December 31, 2001, the Company sold available for sale securities aggregating $2.6 billion, resulting in gross realized gains of $16 million and gross realized losses of $2 million.

        Mortgage-backed securities and collateralized mortgage obligations, most of which have contractual maturities of more than 10 years, are subject to principal amortization and estimated prepayments which shorten the average life to an estimated 3.7 years.

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Loans Receivable Held for Investment

        The following tables set forth the composition of the loans receivable held for investment, in dollar amounts and in percentages of the respective portfolios at the dates indicated.

(1)

Includes both first and second mortgages.

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Loans Receivable Held for Sale

        The following table sets forth the composition of the Company's loans receivable held for sale, at the dates indicated.

Loan Maturity and Repricing

        The following table shows the contractual maturities of the Company's loan portfolio, including loans receivable held for sale, at December 31, 2003. The table does not include prepayments or scheduled principal amortization. Prepayments and scheduled principal amortization on mortgage loans totaled $5.5 billion for the year ended December 31, 2003.

(1)

Does not include non-accrual loans.

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Loan Repricing

        The following table sets forth, at December 31, 2003, the dollar amount of all fixed rate loans contractually due and adjustable rate loans repricing after December 31, 2004.

(1)

Does not include non-accrual loans.

Deposits and Average Rates

        The following table sets forth the distribution of the Company's average deposit balances at the dates indicated and the weighted average nominal interest rates on each category of deposits presented.

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Certificates of Deposit Outstanding and Maturities

        The following table presents, by various rate categories, the amount of certificates of deposit outstanding at the dates indicated.

Certificates of Deposit $100,000 or More

        At December 31, 2003, the Company had outstanding $957 million in certificates of deposit in amounts of $100,000 or more, maturing as follows:

(1)

Included in the above table are brokered deposits of $100,000 or more which totaled $288 million.

ITEM 2. PROPERTIES

        The Company's executive office is located at 90 Park Avenue, New York, New York. This location contains approximately 41 thousand square feet of commercial office space, located on the 4^th floor, which the Company leases. The Company also has an operating center at 1981 Marcus Avenue, Lake Success, New York. This location contains approximately 105 thousand square feet of commercial office space, which the Company leases, including 33 thousand square feet which has been subleased to others. In addition, GPM leases an operating center in Charlotte, North Carolina at 5032 Parkway Plaza Boulevard, which contains 41 thousand square feet. GPM leases 125 thousand square feet of commercial office space located in Novato, California and 13 thousand square feet of commercial office space in Larkspur, California. The Company maintains a servicing operations center located in Columbus, Georgia. In Columbus, GPM owns the property at 2300 Brookstone Centre Parkway, which contains 35 thousand square feet of office space. GPM also leases and maintains servicing operations centers at 1435 N. Dutton Avenue and at 981 Airway Court in Santa Rosa, California, which have 7 and 64 thousand square feet of office space, respectively, including 5 thousand square feet of the 981 Airway Court space which has been subleased to others. Also in Santa Rosa, GPM leases 5 thousand square feet of warehouse space at 1160 N. Dutton Avenue. GPC leases 112 thousand square feet of office space at 10089 Willow Creek Road, San Diego, California of which 14 thousand square feet of this certain space is subleased to GPM. This location is the headquarters for the discontinued

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manufactured housing operations. Additionally, GPC leases 39 thousand square feet of office space at 1100 Circle 75 Parkway in Atlanta, Georgia. This space centralizes GPC's collection management operations.

        The Bank operates its retail banking activities out of 90 branches located throughout the New York metropolitan area.

        GPM operates its mortgage lending activities from its Novato, California headquarters. Hub offices are located in Arizona, California, Colorado, Connecticut, Florida, Georgia, Illinois, Massachusetts, Nevada, New Jersey, New York, North Carolina, Ohio, Oregon, Pennsylvania, Texas, Virginia and Washington.

ITEM 3. LEGAL PROCEEDINGS

Pending Litigation

        In the ordinary course of business, the Company and its subsidiaries are defendants in or parties to a number of pending and threatened legal actions and proceedings, and are also involved from time to time in investigations and administrative proceedings by governmental agencies. Certain of such actions and proceedings involve alleged violations of consumer protection laws, including claims relating to the Corporation's loan origination and collection efforts, and other federal and state banking laws. Certain of such actions and proceedings include claims for breach of contract, restitution, compensatory damages, punitive damages and other forms of relief. Due to the difficulty of predicting the outcome of such matters, the Corporation can give no assurance that it will prevail on all claims made against it; however, management believes, based on current knowledge and after consultation with counsel, that these legal matters and administrative proceedings and the losses, if any, resulting from the final outcome thereof, will not have a material adverse effect on the Corporation and its subsidiaries' financial position, results of operations or liquidity, but can give no assurance that they will not have such an effect.

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

        No matter was submitted to the Company's shareholders during the quarter ended December 31, 2003.

PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS

        The Company's Common Stock is currently listed on the New York Stock Exchange (NYSE) under the symbol "GPT." Trading in the Company's stock commenced on January 28, 1994. As of February 27, 2004, 131,720,086 shares of common stock were issued and outstanding, and held by approximately 3,432 holders of record. For the year ended December 31, 2003, GreenPoint paid a cash dividend of $0.21 per share in March and June and $0.24 in September and December. In each of the years ended December 31, 2002 and 2001, GreenPoint paid a cash dividend of $0.17 per share in March, June, September and December. On February 10, 2004, the Company announced an increase to the quarterly dividend rate of $0.06 per share to $0.30 per share or $1.20 per share for the entire year.

        On July 8, 2003, GreenPoint approved a three-for-two stock split which was distributed on August 20, 2003 to the shareholders of record on August 8, 2003. Accordingly, the stock split required retroactive restatement of all historical per share data.

        Information relating to the high, low and quarter-end closing sales prices of the Common Stock appears in Note 22.

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ITEM 6. SELECTED FINANCIAL DATA

Selected Consolidated Financial Condition Data

Selected Consolidated Operating Data