##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON D.C. 20549
 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, 2006
 NORTH FORK BANCORPORATION, INC.
  DELAWARE
    
    36-3154608(State or other Jurisdiction of
incorporation or organization)
    
    (I.R.S. Employer
Identification No.)
 275 BROADHOLLOW ROAD, MELVILLE, NEW YORK
    
    11747(Address of principal executive offices)
    
    (Zip Code)
 (631) 531-2970
 
  þ o
  þ o o
  CLASS OF COMMON STOCK
    
    NUMBER OF SHARES OUTSTANDING 5/1/06$.01 Par Value
    
    465,182,848




---



##### 



North Fork Bancorporation, Inc.
 Form 10-Q
 INDEX
 PagePART 1. FINANCIAL INFORMATION (unaudited)Item 1. Financial StatementsConsolidated Balance Sheets
    
    
    3Consolidated Statements of Income
    
    
    4Consolidated Statements of Cash Flows
    
    
    5Consolidated Statements of Changes in Stockholders Equity
    
    
    7Consolidated Statements of Comprehensive Income
    
    
    8Condensed Notes to Consolidated Financial Statements
    
    
    9Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
    
    
    24Item 3. Quantitative and Qualitative Disclosures About Market Risk
    
    
    40Item 4. Controls and Procedures
    
    
    40PART 2. OTHER INFORMATIONItem 1. Legal Proceedings
    
    
    41Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    41Item 6. Exhibits
    
    
    42EX-11: STATEMENT RE: COMPUTATION OF NET INCOME PER COMMON AND COMMON EQUIVALENT SHAREEX-31.1: CERTIFICATIONEX-31.2: CERTIFICATIONEX-32.1: CERTIFICATIONEX-32.2: CERTIFICATIONEX-99.1: SUPPLEMENTAL PERFORMANCE MEASUREMENTS
  2




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##### Table of Contents



Item 1. Financial Statements
 
 Consolidated Balance Sheets (Unaudited)
 March 31,
    
    
    December 31,
    
    
    March 31,(in thousands except share amounts)
    
    2006
    
    
    2005
    
    
    2005Assets:Cash & Due from Banks
    
    $
    940,045
    
    
    $
    1,037,406
    
    
    $
    712,195Money Market Investments
    
    
    146,962
    
    
    
    24,843
    
    
    
    40,809Securities:Available-for-Sale ($4,976,569, $4,107,473 and $6,367,537 pledged at
March 31, 2006, December 31, 2005 and March 31, 2005, respectively)
    
    
    10,615,327
    
    
    
    11,295,977
    
    
    
    14,983,603Held-to-Maturity ($12,462, $13,409 and $21,331 pledged at March 31,
2006, December 31, 2005 and March 31, 2005, respectively)
    
    
    101,486
    
    
    
    104,210
    
    
    
    133,745Total Securities
    
    
    10,716,813
    
    
    
    11,400,187
    
    
    
    15,117,348Loans:Loans Held-for-Sale
    
    
    4,190,465
    
    
    
    4,359,267
    
    
    
    5,350,823Loans Held-for-Investment
    
    
    34,202,653
    
    
    
    33,232,236
    
    
    
    31,857,021Less: Allowance for Loan Losses
    
    
    221,256
    
    
    
    217,939
    
    
    
    215,307Net Loans Held-for-Investment
    
    
    33,981,397
    
    
    
    33,014,297
    
    
    
    31,641,714Goodwill
    
    
    5,918,116
    
    
    
    5,918,116
    
    
    
    5,886,693Identifiable Intangibles
    
    
    105,232
    
    
    
    114,091
    
    
    
    141,601Premises & Equipment
    
    
    444,546
    
    
    
    438,040
    
    
    
    417,900Mortgage Servicing Rights
    
    
    276,191
    
    
    
    267,424
    
    
    
    283,268Accrued Income Receivable
    
    
    209,458
    
    
    
    205,892
    
    
    
    213,195Other Assets
    
    
    776,155
    
    
    
    837,308
    
    
    
    974,854Total Assets
    
    $
    57,705,380
    
    
    $
    57,616,871
    
    
    $
    60,780,400Liabilities and Stockholders Equity:Deposits:Demand
    
    $
    7,440,561
    
    
    $
    7,639,231
    
    
    $
    7,106,826Savings, NOW & Money Market
    
    
    22,097,622
    
    
    
    20,910,161
    
    
    
    21,725,437Time
    
    
    8,155,517
    
    
    
    8,067,181
    
    
    
    7,705,470Total Deposits
    
    
    37,693,700
    
    
    
    36,616,573
    
    
    
    36,537,733Federal Funds Purchased & Collateralized Borrowings
    
    
    8,820,804
    
    
    
    9,700,621
    
    
    
    12,931,678Other Borrowings
    
    
    1,455,851
    
    
    
    1,477,364
    
    
    
    1,484,468Total Borrowings
    
    
    10,276,655
    
    
    
    11,177,985
    
    
    
    14,416,146Accrued Interest Payable
    
    
    128,822
    
    
    
    102,229
    
    
    
    81,387Dividends Payable
    
    
    115,880
    
    
    
    116,754
    
    
    
    104,924Accrued Expenses & Other Liabilities
    
    
    544,618
    
    
    
    601,089
    
    
    
    632,019Total Liabilities
    
    $
    48,759,675
    
    
    $
    48,614,630
    
    
    $
    51,772,209Stockholders Equity:Preferred Stock, par value $1.00; authorized 10,000,000 shares, unissued
    
    $
    
    
    
    $
    
    
    
    $
    Common Stock, par value $0.01; authorized 1,000,000,000 shares; issued
480,682,118 Shares at March 31, 2006
    
    
    4,807
    
    
    
    4,806
    
    
    
    4,775Additional Paid in Capital
    
    
    7,027,189
    
    
    
    7,035,314
    
    
    
    7,004,048Retained Earnings
    
    
    2,675,536
    
    
    
    2,581,047
    
    
    
    2,218,134Accumulated Other Comprehensive Loss
    
    
    (167,116
    )
    
    
    (108,898
    )
    
    
    (87,300
    )Deferred Compensation
    
    
    (146,800
    )
    
    
    (154,772
    )
    
    
    (121,011
    )Treasury Stock at Cost; 17,161,919 Shares at March 31, 2006
    
    
    (447,911
    )
    
    
    (355,256
    )
    
    
    (10,455
    )Total Stockholders Equity
    
    
    8,945,705
    
    
    
    9,002,241
    
    
    
    9,008,191Total Liabilities and Stockholders Equity
    
    $
    57,705,380
    
    
    $
    57,616,871
    
    
    $
    60,780,400
 See accompanying notes to consolidated financial statements
 3




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##### Table of Contents



Consolidated Statements of Income (Unaudited)
 For the Three Months Ended March 31,
    
    2006
    
    
    2005(in thousands, except per share amounts)Interest Income:Loans Held-for-Investment
    
    $
    505,736
    
    
    $
    452,217Loans Held-for-Sale
    
    
    63,692
    
    
    
    66,848Mortgage-Backed Securities
    
    
    99,515
    
    
    
    142,007Other Securities
    
    
    28,645
    
    
    
    29,407Money Market Investments
    
    
    542
    
    
    
    733Total Interest Income
    
    
    698,130
    
    
    
    691,212Interest Expense:Savings, NOW & Money Market Deposits
    
    
    117,433
    
    
    
    69,596Time Deposits
    
    
    59,790
    
    
    
    33,466Federal Funds Purchased & Collateralized Borrowings
    
    
    83,474
    
    
    
    99,007Other Borrowings
    
    
    19,956
    
    
    
    17,824Total Interest Expense
    
    
    280,653
    
    
    
    219,893Net Interest Income
    
    
    417,477
    
    
    
    471,319Provision for Loan Losses
    
    
    9,000
    
    
    
    9,000Net Interest Income after Provision for Loan Losses
    
    
    408,477
    
    
    
    462,319Non-Interest Income:Mortgage Banking Income
    
    
    96,072
    
    
    
    111,096Customer Related Fees & Service Charges
    
    
    41,103
    
    
    
    42,006Investment Management, Commissions & Trust Fees
    
    
    9,669
    
    
    
    11,071Other Operating Income
    
    
    14,510
    
    
    
    14,077Securities Gains, net
    
    
    6,722
    
    
    
    4,635Total Non-Interest Income
    
    
    168,076
    
    
    
    182,885Non-Interest Expense:Employee Compensation & Benefits
    
    
    141,311
    
    
    
    135,369Occupancy & Equipment, net
    
    
    51,292
    
    
    
    45,954Amortization of Identifiable Intangibles
    
    
    8,859
    
    
    
    9,133Other Operating Expenses
    
    
    56,716
    
    
    
    56,197Total Non-Interest Expense
    
    
    258,178
    
    
    
    246,653Income Before Income Taxes
    
    
    318,375
    
    
    
    398,551Provision for Income Taxes
    
    
    108,247
    
    
    
    139,516Net Income
    
    $
    210,128
    
    
    $
    259,035Earnings Per Share:Basic
    
    $
    0.46
    
    
    $
    0.56Diluted
    
    $
    0.46
    
    
    $
    0.55
 See accompanying notes to consolidated financial statements
 4




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##### Table of Contents



Consolidated Statements of Cash Flows (Unaudited)
 For the Three Months Ended March 31,
    
    2006
    
    
    2005(in thousands)Cash Flows from Operating Activities:Net Income
    
    $
    210,128
    
    
    $
    259,035Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:Provision for Loan Losses
    
    
    9,000
    
    
    
    9,000Depreciation
    
    
    11,721
    
    
    
    10,186Net Amortization/(Accretion):Securities
    
    
    6,178
    
    
    
    6,472Loans
    
    
    3,683
    
    
    
    3,026Borrowings & Time Deposits
    
    
    (31,502
    )
    
    
    (32,099
    )Intangibles
    
    
    8,859
    
    
    
    9,133Deferred Compensation
    
    
    7,019
    
    
    
    5,457Securities Gains
    
    
    (6,722
    )
    
    
    (4,635
    )Capitalization of Mortgage Servicing Rights
    
    
    (17,060
    )
    
    
    (50,055
    )Amortization of Mortgage Servicing Rights
    
    
    23,598
    
    
    
    19,989Temporary Impairment Recovery of Mortgage Servicing Rights
    
    
    (15,691
    )
    
    
    Loans Held-for-Sale:Originations
    
    
    (7,067,771
    )
    
    
    (8,314,765
    )Proceeds from Sale (1)
    
    
    7,218,546
    
    
    
    8,459,438Gains on Sale of Loans
    
    
    (81,749
    )
    
    
    (105,369
    )Other
    
    
    99,776
    
    
    
    385,818Other, Net
    
    
    37,506
    
    
    
    72,694Net Cash Provided by Operating Activities
    
    
    415,519
    
    
    
    733,325Cash Flows from Investing Activities:Originations
of Loans Held-for-Investment, net of Principal Repayments and Net Charge Offs
    
    
    (975,455
    )
    
    
    (1,410,327
    )Purchases of Securities Available-for-Sale
    
    
    (484,172
    )
    
    
    (704,280
    )Proceeds from Sales of Securities Available-for-Sale
    
    
    631,108
    
    
    
    195,499Maturities, Redemptions, Calls and Principal Repayments on Securities Available-for-Sale
    
    
    446,192
    
    
    
    831,918Purchases of Securities Held-to-Maturity
    
    
    
    
    
    
    (500
    )Maturities, Redemptions, Calls and Principal Repayments on Securities Held-to-Maturity
    
    
    2,670
    
    
    
    9,223Purchases of Premises and Equipment, net
    
    
    (18,227
    )
    
    
    (12,084
    )Net Cash Used in Investing Activities
    
    $
    (397,884
    )
    
    $
    (1,090,551
    )
 See accompanying notes to consolidated financial statements
 5




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##### Table of Contents



Consolidated
Statements of Cash Flows (Unaudited)  continued
 For the Three Months Ended March 31,
    
    2006
    
    
    2005(in thousands)Cash Flows from Financing Activities:Net Increase in Customer Deposits
    
    $
    1,083,263
    
    
    $
    1,734,749Net Decrease in Borrowings
    
    
    (858,847
    )
    
    
    (1,639,773
    )Purchase of Treasury Stock
    
    
    (131,839
    )
    
    
    Exercise of Options and Common Stock Sold for Cash
    
    
    31,060
    
    
    
    56,503Cash Dividends Paid
    
    
    (116,514
    )
    
    
    (104,149
    )Net Cash Provided by Financing Activities
    
    
    7,123
    
    
    
    47,330Net Increase/(Decrease) in Cash and Cash Equivalents
    
    
    24,758
    
    
    
    (309,896
    )Cash and Cash Equivalents at Beginning of the Period
    
    
    1,062,249
    
    
    
    1,062,900Cash and Cash Equivalents at End of the Period
    
    $
    1,087,007
    
    
    $
    753,004Supplemental Disclosures of Cash Flow Information:Cash Paid During the Period for:Interest Expense
    
    $
    285,563
    
    
    $
    240,635Income Taxes
    
    $
    2,511
    
    
    $
    4,725During the Period the Company Purchased Various Securities which Settled in the Subsequent Period
    
    $
    8,688
    
    
    $
    28,559
 
 (1)
    
    Excludes loans retained in the held-for-investment portfolio totaling $0.7 billion and
$1.7 billion during the three months ended March 31, 2006 and 2005, respectively. See accompanying notes to consolidated financial statements
 6




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Consolidated Statements of Changes in Stockholders Equity
 (Unaudited)
 Additional
    
    
    
    
    
    
    Accum. Other
    
    
    
    
    
    
    
    
    
    
    Total(Dollars in thousands, except
    
    
    
    
    
    Paid In
    
    
    Retained
    
    
    Comp.
    
    
    Deferred
    
    
    
    
    
    
    Stockholdersper share amounts)
    
    Common Stock
    
    
    Capital
    
    
    Earnings
    
    
    (Loss)/Income
    
    
    Compensation
    
    
    Treasury Stock
    
    
    EquityBalance, December 31, 2004
    
    $
    4,745
    
    
    $
    6,968,493
    
    
    $
    2,064,148
    
    
    $
    240
    
    
    $
    (125,174
    )
    
    $
    (31,373
    )
    
    $
    8,881,079Net Income
    
    
    
    
    
    
    
    
    
    
    259,035
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    259,035Cash Dividends ($.22 per
share)
    
    
    
    
    
    
    
    
    
    
    (105,049
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (105,049
    )Issuance of Stock (73,793
shares)
    
    
    30
    
    
    
    723
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    1,454
    
    
    
    2,207Restricted Stock Activity, net
    
    
    
    
    
    
    512
    
    
    
    
    
    
    
    
    
    
    
    4,163
    
    
    
    833
    
    
    
    5,508Stock Based Compensation
Activity, net
    
    
    
    
    
    
    34,320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    18,631
    
    
    
    52,951Other Comprehensive Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (87,540
    )
    
    
    
    
    
    
    
    
    
    
    (87,540
    )Balance, March 31, 2005
    
    $
    4,775
    
    
    $
    7,004,048
    
    
    $
    2,218,134
    
    
    $
    (87,300
    )
    
    $
    (121,011
    )
    
    $
    (10,455
    )
    
    $
    9,008,191Balance, December 31, 2005
    
    $
    4,806
    
    
    $
    7,035,314
    
    
    $
    2,581,047
    
    
    $
    (108,898
    )
    
    $
    (154,772
    )
    
    $
    (355,256
    )
    
    $
    9,002,241Net Income
    
    
    
    
    
    
    
    
    
    
    210,128
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    210,128Cash Dividends ($.25 per
share)
    
    
    
    
    
    
    
    
    
    
    (115,639
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (115,639
    )Issuance of Stock (85,960
shares)
    
    
    1
    
    
    
    (34
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    2,249
    
    
    
    2,216Restricted Stock Activity, net
    
    
    
    
    
    
    (3
    )
    
    
    
    
    
    
    
    
    
    
    7,972
    
    
    
    (871
    )
    
    
    7,098Stock Based Compensation
Activity, net
    
    
    
    
    
    
    (8,088
    )
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    37,806
    
    
    
    29,718Purchases of Treasury Stock
(5,101,900 shares)
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (131,839
    )
    
    
    (131,839
    )Other Comprehensive Loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (58,218
    )
    
    
    
    
    
    
    
    
    
    
    (58,218
    )Balance, March 31, 2006
    
    $
    4,807
    
    
    $
    7,027,189
    
    
    $
    2,675,536
    
    
    $
    (167,116
    )
    
    $
    (146,800
    )
    
    $
    (447,911
    )
    
    $
    8,945,705
 See accompanying notes to consolidated financial statements
 7




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##### Table of Contents



Consolidated Statements of Comprehensive Income
 (Unaudited)
 For the Three Months Ended March 31,
    
    2006
    
    
    2005(in thousands)Net Income
    
    $
    210,128
    
    
    $
    259,035Other Comprehensive Income:Unrealized Losses On Securities:Changes in Unrealized Losses Arising During The Period
    
    $
    (96,286
    )
    
    $
    (160,826
    )Less: Reclassification Adjustment For Gains Included in Net Income
    
    
    (6,722
    )
    
    
    (4,635
    )Changes in Unrealized Losses Arising During the Period
    
    
    (103,008
    )
    
    
    (165,461
    )Related Tax Effect on Unrealized Losses During the Period
    
    
    44,294
    
    
    
    71,113Net Change in Unrealized Losses Arising During the Period
    
    
    (58,714
    )
    
    
    (94,348
    )Unrealized Losses On Derivative Instruments:Changes in Unrealized Losses Arising During the Period
    
    
    578
    
    
    
    10,841Add: Reclassification Adjustment for Expenses Included in Net Income
    
    
    293
    
    
    
    1,100Changes in Unrealized Losses Arising During the Period
    
    
    871
    
    
    
    11,941Related Tax Effect on Unrealized Losses During the Period
    
    
    (375
    )
    
    
    (5,133
    )Net Change in Unrealized Losses Arising During the Period
    
    
    496
    
    
    
    6,808Net Other Comprehensive Loss
    
    $
    (58,218
    )
    
    $
    (87,540
    )Comprehensive Income
    
    $
    151,910
    
    
    $
    171,495
 See accompanying notes to consolidated financial statements
 8




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##### Table of Contents



North Fork Bancorporation, Inc.
 
 CONDENSED NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (unaudited)
 March 31, 2006 and 2005
  NOTE 1
 BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  Proposed Plan of Merger with Capital One Financial Corporation
    Basis of Presentation
   9




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Accounting for Stock-Based Compensation
  Critical Accounting Policies
  Provision and Allowance for Loan Losses
     
    
    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).
  10




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Accounting for Derivative Financial Instruments
      11




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Representation and Warranty Reserve
   Mortgage Servicing Rights
    12




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##### Table of Contents



NOTE 2  SECURITIES
  March 31, 2006
    
    
    December 31, 2005
    
    
    March 31, 2005Available-for-Sale
    
    Amortized
    
    
    Fair
    
    
    Amortized
    
    
    Fair
    
    
    Amortized
    
    
    Fair(in thousands)
    
    Cost
    
    
    Value
    
    
    Cost
    
    
    Value
    
    
    Cost
    
    
    ValueCMO Agency Issuances
    
    $
    3,343,498
    
    
    $
    3,212,233
    
    
    $
    3,604,117
    
    
    $
    3,511,285
    
    
    $
    4,826,934
    
    
    $
    4,746,558CMO Private Issuances
    
    
    3,455,068
    
    
    
    3,347,213
    
    
    
    3,484,016
    
    
    
    3,409,789
    
    
    
    4,984,430
    
    
    
    4,923,934Agency Pass-Through Certificates
    
    
    1,822,026
    
    
    
    1,773,735
    
    
    
    1,986,388
    
    
    
    1,956,487
    
    
    
    2,506,448
    
    
    
    2,491,331State & Municipal Obligations
    
    
    864,743
    
    
    
    858,651
    
    
    
    884,742
    
    
    
    881,238
    
    
    
    980,352
    
    
    
    979,304Equity Securities (1) (2)
    
    
    605,785
    
    
    
    612,219
    
    
    
    663,371
    
    
    
    675,525
    
    
    
    769,594
    
    
    
    776,108U.S. Treasury & Agency Obligations
    
    
    189,803
    
    
    
    185,872
    
    
    
    233,468
    
    
    
    231,152
    
    
    
    360,920
    
    
    
    357,407Other Securities
    
    
    626,274
    
    
    
    625,404
    
    
    
    628,737
    
    
    
    630,501
    
    
    
    704,211
    
    
    
    708,961Total Available for Sale Securities
    
    $
    10,907,197
    
    
    $
    10,615,327
    
    
    $
    11,484,839
    
    
    $
    11,295,977
    
    
    $
    15,132,889
    
    
    $
    14,983,603
 
 (1)
    
    Amortized cost and fair value includes $245.5 million, $265.8 million and $336.8 million in
Federal Home Loan Bank Stock at March 31, 2006, December 31, 2005 and March 31, 2005,
respectively.(2)
    
    Amortized cost and fair value includes $297.2 million and $301.6 million at March 31, 2006,
respectively $332.3 million and $342.8 million at December 31, 2005, respectively and $369.6
million and $374.4 million at March 31, 2005, respectively of Freddie Mac and Fannie Mae
Preferred Stock, respectively.
  March 31, 2006
    
    
    December 31, 2005
    
    
    March 31, 2005Held-to-Maturity
    
    Amortized
    
    
    Fair
    
    
    Amortized
    
    
    Fair
    
    
    Amortized
    
    
    Fair(in thousands)
    
    Cost
    
    
    Value
    
    
    Cost
    
    
    Value
    
    
    Cost
    
    
    ValueAgency Pass-Through Certificates
    
    $
    44,257
    
    
    $
    43,111
    
    
    $
    46,155
    
    
    $
    45,814
    
    
    $
    54,118
    
    
    $
    54,483State & Municipal Obligations
    
    
    38,181
    
    
    
    39,537
    
    
    
    38,301
    
    
    
    40,116
    
    
    
    44,405
    
    
    
    46,676CMO Private Issuances
    
    
    9,042
    
    
    
    8,589
    
    
    
    9,430
    
    
    
    8,958
    
    
    
    23,202
    
    
    
    22,737Other Securities
    
    
    10,006
    
    
    
    9,941
    
    
    
    10,324
    
    
    
    10,240
    
    
    
    12,020
    
    
    
    11,931Total Held-to-Maturity Securities
    
    $
    101,486
    
    
    $
    101,178
    
    
    $
    104,210
    
    
    $
    105,128
    
    
    $
    133,745
    
    
    $
    135,827
  NOTE 3  LOANS
  Loans Held-for-Sale
    
    March 31,
    
    
    % of
    
    
    December 31,
    
    
    % of
    
    
    March 31,
    
    
    % of(dollars in thousands)
    
    2006
    
    
    Total
    
    
    2005
    
    
    Total
    
    
    2005
    
    
    TotalMortgage Loans
    
    $
    3,505,357
    
    
    
    84
    %
    
    $
    3,824,547
    
    
    
    89
    %
    
    $
    4,239,366
    
    
    
    80
    %Home Equity
    
    
    647,542
    
    
    
    16
    
    
    
    496,656
    
    
    
    11
    
    
    
    1,061,352
    
    
    
    20Total
    
    $
    4,152,899
    
    
    
    100
    %
    
    $
    4,321,203
    
    
    
    100
    %
    
    $
    5,300,718
    
    
    
    100
    %Deferred Origination Costs
    
    
    37,566
    
    
    
    
    
    
    
    38,064
    
    
    
    
    
    
    
    50,105Total Loans Held-for-Sale
    
    $
    4,190,465
    
    
    
    
    
    
    $
    4,359,267
    
    
    
    
    
    
    $
    5,350,823
 13




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##### Table of Contents



Loans Held-for-Investment
    
    March 31,
    
    
    % of
    
    
    December 31,
    
    
    % of
    
    
    March 31,
    
    
    % of(dollars in thousands)
    
    2006
    
    
    Total
    
    
    2005
    
    
    Total
    
    
    2005
    
    
    TotalCommercial Mortgages
    
    $
    6,538,810
    
    
    
    19
    %
    
    $
    6,206,416
    
    
    
    19
    %
    
    $
    5,535,281
    
    
    
    17
    %Commercial & Industrial
    
    
    5,193,904
    
    
    
    15
    
    
    
    4,709,440
    
    
    
    14
    
    
    
    3,408,006
    
    
    
    11Total Commercial
    
    
    11,732,714
    
    
    
    34
    %
    
    
    10,915,856
    
    
    
    33
    %
    
    
    8,943,287
    
    
    
    28
    %Residential Mortgages
    
    
    14,861,680
    
    
    
    44
    
    
    
    15,068,443
    
    
    
    45
    
    
    
    16,445,902
    
    
    
    51Multi-Family Mortgages
    
    
    4,827,642
    
    
    
    14
    
    
    
    4,821,642
    
    
    
    15
    
    
    
    4,328,879
    
    
    
    14Consumer
    
    
    1,619,812
    
    
    
    5
    
    
    
    1,558,782
    
    
    
    5
    
    
    
    1,554,499
    
    
    
    5Construction & Land
    
    
    1,122,917
    
    
    
    3
    
    
    
    829,273
    
    
    
    2
    
    
    
    541,280
    
    
    
    2Total
    
    $
    34,164,765
    
    
    
    100
    %
    
    $
    33,193,996
    
    
    
    100
    %
    
    $
    31,813,847
    
    
    
    100
    %Deferred Origination Costs, net
    
    
    37,888
    
    
    
    
    
    
    
    38,240
    
    
    
    
    
    
    
    43,174Total Loans Held-for-Investment
    
    $
    34,202,653
    
    
    
    
    
    
    $
    33,232,236
    
    
    
    
    
    
    $
    31,857,021
  Non-Performing Assets
   March 31,
    
    
    December 31,
    
    
    March 31,(dollars in thousands)
    
    2006
    
    
    2005
    
    
    2005Commercial Mortgages
    
    $
    3,664
    
    
    $
    498
    
    
    $
    11,459Commercial & Industrial
    
    
    10,277
    
    
    
    7,970
    
    
    
    8,152Total Commercial
    
    
    13,941
    
    
    
    8,468
    
    
    
    19,611Residential Mortgages
    
    
    24,924
    
    
    
    19,315
    
    
    
    91,411Multi-Family Mortgages
    
    
    135
    
    
    
    550
    
    
    
    1,293Consumer
    
    
    1,771
    
    
    
    2,684
    
    
    
    2,527Construction and Land
    
    
    
    
    
    
    
    
    
    
    Non-Performing Loans Held-for-Investment
    
    $
    40,771
    
    
    $
    31,017
    
    
    $
    114,842Non-Performing Loans Held-for-Sale
    
    
    31,201
    
    
    
    13,931
    
    
    
    45,780Other Real Estate
    
    
    5,455
    
    
    
    4,101
    
    
    
    14,243Total Non-Performing Assets
    
    $
    77,427
    
    
    $
    49,049
    
    
    $
    174,865Allowance for Loan Losses to Non-Performing Loans Held-for-Investment
    
    
    543
    %
    
    
    703
    %
    
    
    187
    %Allowance for Loan Losses to Total Loans Held-for-Investment
    
    
    .65
    
    
    
    .66
    
    
    
    .68Non-Performing Loans to Total Loans Held-for-Investment
    
    
    .12
    
    
    
    .09
    
    
    
    .36Non-Performing Assets to Total Assets
    
    
    .13
    
    
    
    .09
    
    
    
    .29
   14




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##### Table of Contents



NOTE 4  ALLOWANCE FOR LOAN LOSSES
  Three Months EndedMarch 31,
    
    
    December 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    2005Balance at Beginning of Period
    
    $
    217,939
    
    
    $
    220,347
    
    
    $
    211,097Provision for Loan Losses
    
    
    9,000
    
    
    
    9,000
    
    
    
    9,000Sub-Total
    
    
    226,939
    
    
    
    229,347
    
    
    
    220,097Recoveries Credited to the Allowance
    
    
    3,152
    
    
    
    3,025
    
    
    
    5,002Losses Charged to the Allowance
    
    
    (8,835
    )
    
    
    (14,433
    )
    
    
    (9,792
    )Balance at End of Period
    
    $
    221,256
    
    
    $
    217,939
    
    
    $
    215,307
 NOTE 5  FEDERAL FUNDS PURCHASED AND COLLATERALIZED BORROWINGS
  March 31,
    
    
    December 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    2005
    
    

2005Federal
Funds Purchased
    
    $
    1,478,000
    
    
    $
    2,634,000
    
    
    $
    2,239,000Securities
Sold Under Repurchase Agreements
    
    
    4,472,344
    
    
    
    3,783,017
    
    
    
    6,361,849Federal Home
Loan Bank Advances
    
    
    2,870,460
    
    
    
    3,283,604
    
    
    
    4,330,829Total
Federal Funds Sold and Collateralized Borrowings
    
    $
    8,820,804
    
    
    $
    9,700,621
    
    
    $
    12,931,678
  (dollars in thousands)
    
    FHLB
    
    
    Average
    
    
    Repurchase
    
    
    Average
    
    
    
    
    
    
    Total AverageMaturity
    
    Advances
    
    
    Rate (1)
    
    
    Agreements
    
    
    Rate (1)
    
    
    Total (2)
    
    
    Rate (1)2006
    
    $
    1,525,015
    
    
    
    4.01
    %
    
    $
    2,457,761
    
    
    
    4.08
    %
    
    $
    3,982,776
    
    
    
    4.05
    %2007
    
    
    150,000
    
    
    
    3.77
    
    
    
    700,000
    
    
    
    3.05
    
    
    
    850,000
    
    
    
    3.182008
    
    
    800,000
    
    
    
    2.59
    
    
    
    800,000
    
    
    
    4.13
    
    
    
    1,600,000
    
    
    
    3.362009
    
    
    200,000
    
    
    
    2.93
    
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    2.932010
    
    
    100,000
    
    
    
    5.90
    
    
    
    275,000
    
    
    
    3.90
    
    
    
    375,000
    
    
    
    4.44Thereafter
    
    
    
    
    
    
    
    
    
    
    200,000
    
    
    
    4.82
    
    
    
    200,000
    
    
    
    4.82Total
    
    $
    2,775,015
    
    
    
    3.58
    %
    
    $
    4,432,761
    
    
    
    3.95
    %
    
    $
    7,207,776
    
    
    
    3.81
    %
 
 (1)
    
    Reflects the impact of purchase accounting adjustments and interest rate swaps.(2)
    
    Excludes $135.0 million in purchase accounting discounts.(3)
    
    Federal funds purchased were $1,478,000 at March 31, 2006.
 Note 9 
Derivative Financial Instruments.
 NOTE 6  OTHER BORROWINGS
  SUBORDINATED NOTES
 March 31,
    
    
    December 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    2005Parent Company:5.875% Subordinated Notes due August 2012
    
    $
    349,431
    
    
    $
    349,408
    
    
    $
    349,3415.0% Subordinated Notes due August 2012
    
    
    150,000
    
    
    
    150,000
    
    
    
    150,000Subsidiary Bank:9.25% Subordinated Bank Notes due October 2010
    
    
    177,118
    
    
    
    178,622
    
    
    
    183,137Total Subordinated Debt
    
    
    676,549
    
    
    
    678,030
    
    
    
    682,478Fair Value Hedge Adjustment
    
    
    (38,498
    )
    
    
    (31,040
    )
    
    
    (33,354
    )Total Subordinated Notes Carrying Amount
    
    $
    638,051
    
    
    $
    646,990
    
    
    $
    649,124
 15




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##### Table of Contents



(See Note 9  Derivative Financial Instruments for additional
information).
  JUNIOR SUBORDINATED DEBT (related to Trust Preferred Securities):
 March 31,
    
    
    December 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    20058.70% Junior Subordinated Debt  due December 2026
    
    $
    102,842
    
    
    $
    102,839
    
    
    $
    102,8308.00% Junior Subordinated Debt  due December 2027
    
    
    102,814
    
    
    
    102,811
    
    
    
    102,8018.17% Junior Subordinated Debt  due May 2028
    
    
    46,547
    
    
    
    46,547
    
    
    
    46,5479.10% Junior Subordinated Debt  due June 2027
    
    
    232,210
    
    
    
    235,867
    
    
    
    236,906Total Junior Subordinated Debt
    
    
    484,413
    
    
    
    488,064
    
    
    
    489,084Fair Value Hedge Adjustment
    
    
    
    
    
    
    7,427
    
    
    
    11,606Total Junior Subordinated Debt Carrying Amount
    
    $
    484,413
    
    
    $
    495,491
    
    
    $
    500,690
   (See Note 9  Derivative Financial
Instruments  Trading Instruments for additional information)
 SENIOR NOTES:
 March 31,
    
    
    December 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    20053.20% Senior Notes  due June 2008 (1)
    
    $
    345,464
    
    
    $
    344,945
    
    
    $
    343,388Fair Value Hedge Adjustment
    
    
    (12,077
    )
    
    
    (10,062
    )
    
    
    (8,734
    )Total Senior Notes Carrying Amount
    
    $
    333,387
    
    
    $
    334,883
    
    
    $
    334,654
  16




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##### Table of Contents



(See Note 9 
Derivative Financial Instruments for additional information).
 NOTE 7
 MORTGAGE SERVICING RIGHTS
  Three Months EndedMarch 31,
    
    December 31,
    
    March 31,(dollars in thousands)
    
    2006
    
    2005
    
    2005Mortgage Servicing Rights:Balance, Beginning of Period
    
    $
    290,550
    
    
    $
    292,778
    
    
    $
    254,857Originations
    
    
    17,060
    
    
    
    22,741
    
    
    
    50,055Amortization
    
    
    (23,598
    )
    
    
    (23,591
    )
    
    
    (19,989
    )Sales
    
    
    (386
    )
    
    
    (1,378
    )
    
    
    (1,655
    )Balance, End of Period
    
    $
    283,626
    
    
    $
    290,550
    
    
    $
    283,268Valuation allowance:Balance, Beginning of Period
    
    $
    (23,126
    )
    
    $
    (25,431
    )
    
    $
    Temporary Recovery/(Impairment)
    
    
    15,691
    
    
    
    2,305
    
    
    
    Balance, End of Period
    
    $
    (7,435
    )
    
    $
    (23,126
    )
    
    $
    Mortgage Servicing Rights, net
    
    $
    276,191
    
    
    $
    267,424
    
    
    $
    283,268Fair Value of Mortgage Servicing Rights
    
    $
    291,989
    
    
    $
    268,874
    
    
    $
    315,703Ratio of Mortgage Servicing Rights to Related
Loans Serviced for Others
    
    
    0.97
    %
    
    
    0.92
    %
    
    
    0.97
    %Weighted Average Service Fee
    
    
    0.29
    %
    
    
    0.29
    %
    
    
    0.30
    %
  March 31,
    
    December 31,
    
    March 31,2006
    
    2005
    
    2005Weighted Avg. Prepayment Rate (includes default Rate)
    
    
    26.40
    %
    
    
    28.10
    %
    
    
    23.60
    %Weighted Avg. Life (in years)
    
    
    3.8
    
    
    
    3.3
    
    
    
    4.5Cash Flows, Discount Rate
    
    
    10.50
    %
    
    
    10.50
    %
    
    
    10.50
    %
   17




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##### Table of Contents



NOTE 8
 REPRESENTATION AND WARRANTY RESERVE
   Three Months EndedMarch 31,
    
    
    December 31,
    
    
    March 31,(in thousands)
    
    2006
    
    
    2005
    
    
    2005Balance, Beginning of Period
    
    $
    128,620
    
    
    $
    135,068
    
    
    $
    97,066Provisions for Estimated Losses (1)
    
    
    11,481
    
    
    
    14,190
    
    
    
    23,718Losses Incurred
    
    
    (8,356
    )
    
    
    (20,638
    )
    
    
    (9,083
    )Balance, End of Period
    
    $
    131,745
    
    
    $
    128,620
    
    
    $
    111,701
 
 (1)
    
    The provision is reported as a reduction to gain on sale of loans.
 NOTE 9
 DERIVATIVE AND TRADING FINANCIAL INSTRUMENTS
   (dollars in thousands)
    
    Hedged
    
    
    Notional
    
    
    Fixed
    
    
    VariableMaturity
    
    Liability
    
    
    Amounts
    
    
    Interest Rates
    
    
    Interest RatesPay Fixed Swaps2008
    
    Repurchase Agreements
    
    $
    75,000
    
    
    
    6.14
    %
    
    
    4.71
    %Total
    
    
    
    
    
    $
    75,000Pay Floating Swaps2007
    
    5.00% Subordinated Notes
    
    $
    150,000
    
    
    
    5.00
    %
    
    
    7.05
    %2008
    
    3.20% Senior Notes
    
    
    350,000
    
    
    
    3.20
    
    
    
    4.982012
    
    5.875% Subordinated Notes
    
    
    350,000
    
    
    
    5.88
    
    
    
    7.05Total
    
    
    
    
    
    $
    850,000
   18




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##### Table of Contents



(In thousands)
    
    2006
    
    
    2005Loss on Hedged Mortgage Loans
    
    $
    (2,340
    )
    
    $
    (6,884
    )Gain on Derivatives
    
    
    2,359
    
    
    
    6,222Hedge Ineffectiveness
    
    $
    19
    
    
    $
    (662
    )
 Trading Instruments
  19




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##### Table of Contents



NOTE
10  OTHER COMMITMENTS AND CONTINGENT LIABILITIES
 Credit Related Commitments
  Retail Banking
       (in thousands)
    
    2006Commitments to Extend Credit on Loans Held-for-Investment (1)
    
    
    4,645,364Standby Letters of Credit (2)
    
    
    512,942Commercial Letters of Credit
    
    
    20,934
 
 (1) At March 31, 2006, commitments to extend credit on loans held-for-investment with
maturities of less than one year totaled $2.3 billion, while $2.3 billion mature between one and
three years.
 (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 $1.9 million as of
March 31, 2006. The fair value of these instruments is recognized as income over the initial term
of the guarantee.
 20




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##### Table of Contents



Mortgage Banking
    (In thousands)
    
    2006Commitments to Originate Mortgage Loans Held-for-Sale
    
    $
    5,722,902Commitments to Fund HELOCs
    
    
    162,394
 NOTE
11  RETIREMENT AND OTHER EMPLOYEE BENEFIT PLANS
  Pension Benefits
    
    
    Post-Retirement Benefits(in thousands)
    
    2006
    
    
    2005
    
    
    2006
    
    
    2005Components of Net Periodic Benefit Cost:Service Cost
    
    $
    3,134
    
    
    $
    2,563
    
    
    $
    492
    
    
    $
    513Interest Cost
    
    
    2,716
    
    
    
    2,600
    
    
    
    480
    
    
    
    704Expected Return on Plan Assets
    
    
    (5,192
    )
    
    
    (4,974
    )
    
    
    (131
    )
    
    
    (64
    )Amortization of Prior Service Cost
    
    
    67
    
    
    
    (66
    )
    
    
    (20
    )
    
    
    (20
    )Amortization of Transition (Asset)/Obligation
    
    
    
    
    
    
    (107
    )
    
    
    73
    
    
    
    73Recognized Actuarial Loss/(Gain)
    
    
    437
    
    
    
    273
    
    
    
    (14
    )
    
    
    94Net Periodic Benefit Cost
    
    $
    1,162
    
    
    $
    289
    
    
    $
    880
    
    
    $
    1,300
  Bank Owned Life Insurance
   21




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##### Table of Contents



NOTE
12  BUSINESS SEGMENTS
   
    
    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 interest rates.
    
    Inter-company eliminations are reflected in the Other column.
  Retail
    
    Mortgage
    
    Segment
    
    
    
    
    
    ConsolidatedFor the Three Months Ended March 31, 2006
    
    Banking
    
    Banking
    
    Totals
    
    Other
    
    Operations(in thousands)Net Interest Income
    
    $
    399,230
    
    
    $
    18,120
    
    
    $
    417,350
    
    
    $
    127
    
    
    $
    417,477Provision for Loan Losses
    
    
    9,000
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    9,000Net Interest Income After Provision for Loan Losses
    
    
    390,230
    
    
    
    18,120
    
    
    
    408,350
    
    
    
    127
    
    
    
    408,477Non-Interest Income:Mortgage Banking Income
    
    
    
    
    
    
    116,240
    
    
    
    116,240
    
    
    
    (20,168
    )
    
    
    96,072Customer Related Fees & Service Charges
    
    
    41,103
    
    
    
    
    
    
    
    41,103
    
    
    
    
    
    
    
    41,103Investment Management, Commissions & Trust Fees
    
    
    9,669
    
    
    
    
    
    
    
    9,669
    
    
    
    
    
    
    
    9,669Other Operating Income
    
    
    13,802
    
    
    
    708
    
    
    
    14,510
    
    
    
    
    
    
    
    14,510Securities Gains, net
    
    
    6,722
    
    
    
    
    
    
    
    6,722
    
    
    
    
    
    
    
    6,722Total Non-Interest Income
    
    
    71,296
    
    
    
    116,948
    
    
    
    188,244
    
    
    
    (20,168
    )
    
    
    168,076Non-Interest Expense:Employee Compensation & Benefits
    
    
    94,032
    
    
    
    47,279
    
    
    
    141,311
    
    
    
    
    
    
    
    141,311Occupancy & Equipment Expense, net
    
    
    40,649
    
    
    
    10,643
    
    
    
    51,292
    
    
    
    
    
    
    
    51,292Other Operating Expense
    
    
    61,686
    
    
    
    16,579
    
    
    
    78,265
    
    
    
    (12,690
    )
    
    
    65,575Total Non-Interest Expense
    
    
    196,367
    
    
    
    74,501
    
    
    
    270,868
    
    
    
    (12,690
    )
    
    
    258,178Income Before Income Taxes
    
    
    265,159
    
    
    
    60,567
    
    
    
    325,726
    
    
    
    (7,351
    )
    
    
    318,375Provision for Income Taxes
    
    
    87,600
    
    
    
    23,735
    
    
    
    111,335
    
    
    
    (3,088
    )
    
    
    108,247Net Income
    
    $
    177,559
    
    
    $
    36,832
    
    
    $
    214,391
    
    
    $
    (4,263
    )
    
    $
    210,128Total Assets
    
    $
    52,345,773
    
    
    $
    5,359,607
    
    
    $
    57,705,380
    
    
    
    
    
    
    $
    57,705,380
 22




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##### Table of Contents



Retail
    
    
    Mortgage
    
    
    Segment
    
    
    
    
    
    
    ConsolidatedThree Months Ended March 31, 2005
    
    Banking
    
    
    Banking
    
    
    Totals
    
    
    Other
    
    
    Operations(In thousands)Net Interest Income
    
    $
    438,054
    
    
    $
    33,072
    
    
    $
    471,126
    
    
    $
    193
    
    
    $
    471,319Provision for Loan Losses
    
    
    9,000
    
    
    
    
    
    
    
    9,000
    
    
    
    
    
    
    
    9,000Net Interest Income After Provision for Loan Losses
    
    
    429,054
    
    
    
    33,072
    
    
    
    462,126
    
    
    
    193
    
    
    
    462,319Non-Interest Income:Mortgage Banking Income
    
    
    
    
    
    
    132,756
    
    
    
    132,756
    
    
    
    (21,660
    )
    
    
    111,096Customer Related Fees & Service Charges
    
    
    42,006
    
    
    
    
    
    
    
    42,006
    
    
    
    
    
    
    
    42,006Investment Management, Commissions & Trust Fees
    
    
    11,071
    
    
    
    
    
    
    
    11,071
    
    
    
    
    
    
    
    11,071Other Operating Income
    
    
    12,392
    
    
    
    1,685
    
    
    
    14,077
    
    
    
    
    
    
    
    14,077Securities Gains, net
    
    
    4,635
    
    
    
    
    
    
    
    4,635
    
    
    
    
    
    
    
    4,635Total Non-Interest Income
    
    
    70,104
    
    
    
    134,441
    
    
    
    204,545
    
    
    
    (21,660
    )
    
    
    182,885Non-Interest Expense:Employee Compensation and Benefits
    
    
    90,912
    
    
    
    44,457
    
    
    
    135,369
    
    
    
    
    
    
    
    135,369Occupancy and Equipment Expense, net
    
    
    36,319
    
    
    
    9,635
    
    
    
    45,954
    
    
    
    
    
    
    
    45,954Other Operating Expenses
    
    
    53,396
    
    
    
    18,804
    
    
    
    72,200
    
    
    
    (6,870
    )
    
    
    65,330Total Non-Interest Expense
    
    
    180,627
    
    
    
    72,896
    
    
    
    253,523
    
    
    
    (6,870
    )
    
    
    246,653Income Before Income Taxes
    
    
    318,531
    
    
    
    94,617
    
    
    
    413,148
    
    
    
    (14,597
    )
    
    
    398,551Provision for Income Taxes
    
    
    105,907
    
    
    
    39,739
    
    
    
    145,646
    
    
    
    (6,130
    )
    
    
    139,516Net Income
    
    $
    212,624
    
    
    $
    54,878
    
    
    $
    267,502
    
    
    $
    (8,467
    )
    
    $
    259,035Total Assets
    
    $
    54,789,612
    
    
    $
    5,990,788
    
    
    $
    60,780,400
    
    
    $
    
    
    
    $
    60,780,400
  (In thousands)
    
    2006
    
    
    2005Mortgage Banking Income:Gain on Sale of Loans Held-for-Sale(1)
    
    $
    81,749
    
    
    $
    105,369Mortgage Banking Fees, net
    
    
    22,230
    
    
    
    25,716Amortization of Mortgage Servicing Rights
    
    
    (23,598
    )
    
    
    (19,989
    )Recovery of Temporary Impairment on Mortgage Servicing Rights
    
    
    15,691
    
    
    
    Total Mortgage Banking Income
    
    $
    96,072
    
    
    $
    111,096
 
 (1) The gain on sale of loans for the three months ended March 31, 2005, differs from the
amounts reported under U.S. generally accepted
      accounting principles due to the fair value
adjustment of loans held-for-sale at October 1, 2004 and sold
during the first quarter of       2005,
totaling $0.8 million.
 NOTE
13  RECENT ACCOUNTING PRONOUNCEMENTS
 Accounting for Servicing of Financial Assets
  23




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 Forward-Looking Statements
   
    
    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 management plans or objectives for future operations, products, or services;
    
    forecasts of future economic performance; and
    
    descriptions of assumptions underlying or relating to any of the foregoing;
   
    
    general business and economic conditions are less favorable than expected;
    
    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 origination volumes and gain on sale profit margins;
    
    changes in the interest rate environment may negatively affect interest margins,
mortgage loan originations and the valuation of mortgage servicing rights;
    
    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 environments, requirements or changes adversely affect businesses in which we are engaged;
    
    accounting principles, policies, practices or guidelines;
    
    monetary and fiscal policies of the U.S. Government, including policies of the U.S.
Treasury and the Federal Reserve Board;
    
    technological changes, including increasing dependence on the Internet
 24




---



##### Table of Contents



§
    
    competition and its effect on pricing, spending, third-party relationships and revenues.
  §
    
    the ability to obtain regulatory approvals for the contemplated transaction with
Capital One on the proposed terms and schedule;§
    
    the failure of Capital One or North Fork stockholders to approve the transaction;§
    
    disruption from the transaction making it more difficult to maintain relationships
with customers, employees or suppliers;
  Summary
 Business Overview
  Proposed Plan of Merger with Capital One Financial Corporation
    25




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##### Table of Contents



Business Segments
  Retail Banking
   Mortgage Banking
   Segment Results
 Summary Consolidated Net Income
    
    2006
    
    
    Contribution %(Dollars in thousands)Retail Banking
    
    $
    177,559
    
    
    
    85
    %Mortgage Banking(1)
    
    
    32,569
    
    
    
    15
    %Consolidated Net Income
    
    $
    210,128
    
    
    
    100
    %
 
 (1)
    
    Excludes net inter-company activity of $4.3 million.
 26




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##### Table of Contents



Financial Overview
  March 31,
    
    
    March 31,(in thousands, except ratios & per share amounts)
    
    2006
    
    
    2005Net Income
    
    $
    210,128
    
    
    $
    259,035Per Share:Earnings Per
Share  Basic
    
    $
    .46
    
    
    $
    .56Earnings Per
Share  Diluted
    
    
    .46
    
    
    
    .55Cash Dividends
    
    
    .25
    
    
    
    .22Dividend Payout Ratio
    
    
    55
    %
    
    
    41
    %Book Value
    
    $
    19.30
    
    
    $
    18.89Tangible Book Value (2)
    
    $
    6.30
    
    
    $
    6.25Average
Equivalent Shares  Basic
    
    
    453,917
    
    
    
    466,476Average
Equivalent Shares  Diluted
    
    
    458,871
    
    
    
    473,314Selected Ratios:Return on Average Total Assets
    
    
    1.49
    %
    
    
    1.74
    %Return on Average Tangible Assets (1)
    
    
    1.71
    
    
    
    1.98Return on Average Equity
    
    
    9.50
    
    
    
    11.65Return on Average Tangible Equity (1)
    
    
    29.77
    
    
    
    35.94Yield on Interest Earning Assets (3)
    
    
    5.88
    
    
    
    5.52Cost of Funds
    
    
    2.82
    
    
    
    2.04Net Interest Margin (3)
    
    
    3.56
    
    
    
    3.79Efficiency Ratio (4)
    
    
    43.14
    
    
    
    35.96
 This document contains certain supplemental financial information, described in the following
notes, which has been determined by methods other than accounting principles generally accepted
in the United States of America. (GAAP) that management uses in its analysis of the Companys
performance. Management believes these non-GAAP financial measures provide information useful to
investors in understanding the underlying operational performance of the Company, its business
and performance trends and facilitates comparisons with the performance of others in the
financial services industry.
 
 (1)
    
    Return on average tangible assets and return on average tangible equity, which represent non
GAAP measures, are computed, on an annualized basis as follows:
 - Return on average tangible assets is computed by dividing net income, as reported plus
amortization of identifiable intangible assets, net of taxes by average total assets less
average goodwill and average identifiable intangible assets. (See detailed schedule at
exhibit 99.1)
 - Return on average tangible equity is computed by dividing net income, as reported plus
amortization of identifiable intangible assets, net of taxes by average total equity less
average goodwill and average identifiable intangible assets. (See detailed schedule at
exhibit 99.1)
 (2)
    
    Tangible book value is calculated by dividing period end stockholders equity, less period
end goodwill and identifiable intangible assets, by period end shares
outstanding. (See
detailed schedule at exhibit 99.1).
 (3)
    
    Presented on a tax equivalent basis.
 (4)
    
    The efficiency ratio, which represents a non-GAAP measure, is defined as the ratio of
non-interest expense net of amortization of identifiable intangibles and other real estate
expenses to net interest income on a tax equivalent basis and other non-interest income net of
securities gain/(losses), temporary impairment recovery on mortgage servicing rights.
 27




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##### Table of Contents



Financial Results
  §
    
    Announcement of the proposed acquisition by Capital One.§
    
    Robust commercial loan and total loan growth (excluding residential) of 31.2% and 25.6%, respectively.§
    
    Reduced non-performing assets by $97.4 million or 55.7%, improving reserve coverage.§
    
    Successful balance sheet repositioning demonstrated by a $6 billion reduction in securities and residential loans.§
    
    A corresponding reduction in short-term borrowings totaling $4.1 billion, while short term rates climbed precipitously.§
    
    Repurchased 20 million shares at an average cost of $26.14 during the previous twelve months.§
    
    Originated $7.8 billion in loans through our mortgage banking subsidiary.§
    
    Increased quarterly cash dividend by 14% or $.25 per common share.
 Balance Sheet Repositioning
    Net Interest Income
   28




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##### Table of Contents



2006
    
    
    2005Average
    
    
    
    
    
    
    Average
    
    
    Average
    
    
    
    
    
    
    Average(dollars in thousands )
    
    Balance
    
    Interest
    Rate
    
    
    Balance
    
    Interest
    
    
    RateInterest Earning Assets:Loans Held-for-Sale (2)
    
    
    4,295,898
    
    
    
    63,692
    
    
    
    6.01
    
    
    
    4,990,885
    
    
    
    66,848
    
    
    
    5.43Loans Held-for-Investment (2)
    
    $
    33,644,505
    
    
    $
    508,485
    
    
    
    6.13
    %
    
    $
    31,284,812
    
    
    $
    453,563
    
    
    
    5.88
    %Securities (1)
    
    
    11,114,452
    
    
    
    139,340
    
    
    
    5.08
    
    
    
    15,195,094
    
    
    
    180,687
    
    
    
    4.82Money Market Investments
    
    
    45,410
    
    
    
    603
    
    
    
    5.39
    
    
    
    86,989
    
    
    
    747
    
    
    
    3.48Total Interest Earning Assets
    
    $
    49,100,265
    
    
    $
    712,120
    
    
    
    5.88
    %
    
    $
    51,557,780
    
    
    $
    701,845
    
    
    
    5.52
    %Non-Interest Earning Assets:Cash and Due from Banks
    
    $
    1,055,709
    
    
    
    
    
    
    
    
    
    
    $
    1,056,382Other Assets (1)
    
    
    7,218,877
    
    
    
    
    
    
    
    
    
    
    
    7,592,720Total Assets
    
    $
    57,374,851
    
    
    
    
    
    
    
    
    
    
    $
    60,206,882Interest Bearing Liabilities:Savings, NOW & Money Market Deposits
    
    $
    21,500,679
    
    
    $
    117,433
    
    
    
    2.22
    %
    
    $
    21,179,399
    
    
    $
    69,596
    
    
    
    1.33
    %Time Deposits
    
    
    8,105,826
    
    
    
    59,790
    
    
    
    2.99
    
    
    
    7,559,198
    
    
    
    33,466
    
    
    
    1.80Total Savings and Time Deposits
    
    
    29,606,505
    
    
    
    177,223
    
    
    
    2.43
    
    
    
    28,738,597
    
    
    
    103,062
    
    
    
    1.45Federal Funds Purchased & Collateralized Borrowings
    
    
    9,332,211
    
    
    
    83,474
    
    
    
    3.63
    
    
    
    13,371,436
    
    
    
    99,007
    
    
    
    3.00Other Borrowings (4)
    
    
    1,476,106
    
    
    
    19,956
    
    
    
    5.48
    
    
    
    1,505,984
    
    
    
    17,824
    
    
    
    4.80Total Borrowings
    
    
    10,808,317
    
    
    
    103,430
    
    
    
    3.88
    
    
    
    14,877,420
    
    
    
    116,831
    
    
    
    3.18Total Interest Bearing Liabilities
    
    $
    40,414,822
    
    
    $
    280,653
    
    
    
    2.82
    
    
    $
    43,616,017
    
    
    $
    219,893
    
    
    
    2.04Interest Rate Spread
    
    
    
    
    
    
    
    
    
    
    3.06
    %
    
    
    
    
    
    
    
    
    
    
    3.48
    %Non-Interest Bearing Liabilities:Demand Deposits
    
    $
    7,337,189
    
    
    
    
    
    
    
    
    
    
    $
    6,853,159Other Liabilities
    
    
    651,337
    
    
    
    
    
    
    
    
    
    
    
    720,348Total Liabilities
    
    
    48,403,348
    
    
    
    
    
    
    
    
    
    
    
    51,189,524Stockholders Equity
    
    
    8,971,503
    
    
    
    
    
    
    
    
    
    
    
    9,017,358Total Liabilities and Stockholders Equity
    
    $
    57,374,851
    
    
    
    
    
    
    
    
    
    
    $
    60,206,882Net Interest Income and Net Interest Margin (3)
    
    
    
    
    
    $
    431,467
    
    
    
    3.56
    %
    
    
    
    
    
    $
    481,952
    
    
    
    3.79
    %Less: Tax Equivalent Adjustment
    
    
    
    
    
    
    (13,990
    )
    
    
    
    
    
    
    
    
    
    
    (10,633
    )Net Interest Income
    
    
    
    
    
    $
    417,477
    
    
    
    
    
    
    
    
    
    
    $
    471,319
 
 (1)
    
    Unrealized losses on available-for-sale securities are recorded in other assets.(2)
    
    For purposes of these computations, non-accrual loans are included in average loans.(3)
    
    Interest income on a tax equivalent basis includes the additional amount of income that would
have been earned if investments in tax exempt money market investments and securities, state
and municipal obligations, non-taxable loans, public equity and debt securities, and U.S.
Treasuries had been made in securities and loans subject to Federal, State, and Local income
taxes yielding the same after-tax income. The tax equivalent amount for $1.00 of those
aforementioned categories was $1.78, $1.72, $1.56, $1.26, and $1.12 for the three
months ended March 31, 2006; and $1.78, $1.72, $1.56, $1.26, and $1.04 for the three months
ended March 31, 2005.(4)
    
    For purposes of these computations, the fair value adjustments from hedging activities are
included in the average balance of the related hedged item and the impact of the hedge is
included as an adjustment of interest expense.
 29




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##### Table of Contents



Three Months Ended March 31,2006 vs. 2005Change inAverage
    
    
    Average
    
    
    Net Interest(in thousands)
    
    Volume
    
    
    Rate
    
    
    IncomeInterest Income from Earning Assets:Loans Held-for-Sale
    
    $
    (9,872
    )
    
    $
    6,716
    
    
    $
    (3,156
    )Loans-Held-for-Investment
    
    
    35,144
    
    
    
    19,778
    
    
    
    54,922Securities
    
    
    (50,716
    )
    
    
    9,369
    
    
    
    (41,347
    )Money Market Investments
    
    
    (448
    )
    
    
    304
    
    
    
    (144
    )Total Interest Income
    
    $
    (25,892
    )
    
    $
    36,167
    
    
    $
    10,275Interest Expense on Liabilities:Savings, NOW & Money Market Deposits
    
    $
    1,072
    
    
    $
    46,765
    
    
    $
    47,837Time Deposits
    
    
    2,578
    
    
    
    23,746
    
    
    
    26,324Federal Funds Purchased and Collateralized Borrowings
    
    
    (33,512
    )
    
    
    17,979
    
    
    
    (15,533
    )Other Borrowings
    
    
    (358
    )
    
    
    2,490
    
    
    
    2,132Total Interest Expense
    
    
    (30,220
    )
    
    
    90,980
    
    
    
    60,760Net Change in Net Interest Income
    
    $
    4,328
    
    
    $
    (54,813
    )
    
    $
    (50,485
    )
    (See Financial Condition  Loans Held-For-Investment section
for additional information).
    30




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##### Table of Contents



(See Item 1, Condensed Notes to
the Consolidated Financial Statements, Note 9  Derivative Financial Instruments for additional
information).
 Provision and Allowance for Loan Losses
 (See Notes to the Consolidated Financial Statements Note 1
 Business and Summary of Significant
Accounting Policies  Critical Accounting Policies for additional information).
  Residential &
    
    Commercial &(Dollars in thousands)
    
    Total
    
    Multi-Family
    
    All Other LoansLoans Held-for-Investment
    
    $
    34,202,653
    
    
    $
    19,727,210
    
    
    $
    14,475,443Allowance for Loan Losses
    
    
    221,256
    
    
    
    64,217
    
    
    
    157,039Non-Performing Loans Held-for-Investment
    
    
    40,771
    
    
    
    25,059
    
    
    
    15,712Allowance for Loan Losses to Loans-Held-for Investment
    
    
    0.65
    %
    
    
    0.33
    %
    
    
    1.08
    %Allowance for Loan Losses to Non-Performing Loans
Held-for-Investment
    
    
    543
    %
    
    
    2.56
    %
    
    
    999
    %
  31




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##### Table of Contents



Non-Interest Income
 (See Item 1, Condensed Notes to the Consolidated Financial Statements, Note 9  Derivative
Financial Instruments for additional information)
 Non-Interest Expense
   Income Taxes
  32




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##### Table of Contents



Mortgage Banking
  For the Three Months Ended March 31,(in thousands)
    
    2006
    
    
    2005Net Interest Income
    
    $
    18,120
    
    
    $
    33,072Non-Interest Income:Gain on Sale of Loans (1)
    
    
    89,099
    
    
    
    119,966Mortgage Servicing Fees (1)
    
    
    35,048
    
    
    
    32,779Amortization of Mortgage Servicing Rights
    
    
    (23,598
    )
    
    
    (19,989
    )Temporary Recovery/(Impairment)  Mortgage Servicing Rights
    
    
    15,691
    
    
    
    Other Operating Income
    
    
    708
    
    
    
    1,685Total Non-Interest Income
    
    
    116,948
    
    
    
    134,441Non-Interest Expense:Employee Compensation & Benefits
    
    
    47,279
    
    
    
    44,457Occupancy & Equipment Expense, net
    
    
    10,643
    
    
    
    9,635Other Operating Expense
    
    
    16,579
    
    
    
    18,804Total Non-Interest Expense
    
    
    74,501
    
    
    
    72,896Income Before Income Taxes
    
    
    60,567
    
    
    
    94,617Provision for Income Taxes
    
    
    23,735
    
    
    
    39,739Net Income
    
    $
    36,832
    
    
    $
    54,878Total Assets
    
    $
    5,359,607
    
    
    $
    5,990,788
 
 (1)
    
    Includes $7.4 million and $14.5 million of inter-company gains on sale of loans and $12.8
million and $7.0 million of inter-company mortgage servicing fees for the three months ended March
31, 2006 and 2005, respectively.  (See Gain on Sale of Loans in this section for further details)
    Gain on Sale of Loans
  33




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##### Table of Contents



For the Three Months Ended March 31, 2006Loans
    
    
    Loans
    
    
    Margins on
    
    
    Gain on(dollars in thousands)
    
    Originated
    
    
    Sold
    
    
    Loan Sales
    
    
    Sale of LoansLoan Type:Specialty Products
    
    $
    4,034,289
    
    
    $
    4,032,031
    
    
    
    1.23
    %
    
    $
    49,426Jumbo
    
    
    2,254,653
    
    
    
    1,694,725
    
    
    
    0.89
    %
    
    
    15,001Home Equity/Seconds
    
    
    1,002,615
    
    
    
    916,017
    
    
    
    1.69
    %
    
    
    15,499Agency
    
    
    480,214
    
    
    
    494,024
    
    
    
    0.37
    %
    
    
    1,823$
    7,771,771
    
    
    $
    7,136,797
    
    
    
    1.15
    %
    
    $
    81,749
 For the Three Months Ended March 31, 2005Loans
    
    
    Loans
    
    
    Margins on
    
    
    Gain on(dollars in thousands)
    
    Originated
    
    
    Sold
    
    
    Loan Sales
    
    
    Sale of Loans (1)Loan Type:Specialty Products
    
    $
    4,231,111
    
    
    $
    4,333,784
    
    
    
    1.45
    %
    
    $
    62,750Jumbo
    
    
    3,795,191
    
    
    
    1,968,088
    
    
    
    0.98
    %
    
    
    19,183Home Equity/Seconds
    
    
    1,488,748
    
    
    
    1,580,497
    
    
    
    1.45
    %
    
    
    22,858Agency
    
    
    517,867
    
    
    
    470,910
    
    
    
    0.29
    %
    
    
    1,368$
    10,032,917
    
    
    $
    8,353,279
    
    
    
    1.27
    %
    
    $
    106,159
 
 (1)
    
    The gain on sale of loans for the three months ended March 31, 2005, differs from the
amounts reported under U.S. generally accepted accounting principles due to the fair value
adjustment of loans held-for-sale at October 1, 2004 and sold during the first quarter of 2005,
totaling $0.8 million. Financial Condition
 Loans Held-For-Sale
  March 31,
    
    
    % of
    
    
    December 31,
    
    
    % of
    
    
    March 31,
    
    
    % of(dollars in thousands)
    
    2006
    
    
    Total
    
    
    2005
    
    
    Total
    
    
    2005
    
    
    TotalMortgage Loans
    
    $
    3,505,357
    
    
    
    84
    %
    
    $
    3,824,547
    
    
    
    89
    %
    
    $
    4,239,366
    
    
    
    80
    %Home Equity
    
    
    647,542
    
    
    
    16
    
    
    
    496,656
    
    
    
    11
    
    
    
    1,061,352
    
    
    
    20Total
    
    $
    4,152,899
    
    
    
    100
    %
    
    $
    4,321,203
    
    
    
    100
    %
    
    $
    5,300,718
    
    
    
    100
    %Deferred Origination Costs
    
    
    37,566
    
    
    
    
    
    
    
    38,064
    
    
    
    
    
    
    
    50,105Total Loans Held-for-Sale
    
    $
    4,190,465
    
    
    
    
    
    
    $
    4,359,267
    
    
    
    
    
    
    $
    5,350,823
 Loans Held-for-Investment
  March 31,
    
    
    % of
    
    
    December 31,
    
    
    % of
    
    
    March 31,
    
    
    % of(dollars in thousands)
    
    2006
    
    
    Total
    
    
    2005
    
    
    Total
    
    
    2005
    
    
    TotalCommercial Mortgages
    
    $
    6,538,810
    
    
    
    19
    %
    
    $
    6,206,416
    
    
    
    19
    %
    
    $
    5,535,281
    
    
    
    17
    %Commercial & Industrial
    
    
    5,193,904
    
    
    
    15
    
    
    
    4,709,440
    
    
    
    14
    
    
    
    3,408,006
    
    
    
    11Total Commercial
    
    
    11,732,714
    
    
    
    34
    %
    
    
    10,915,856
    
    
    
    33
    %
    
    
    8,943,287
    
    
    
    28
    %Residential Mortgages
    
    
    14,861,680
    
    
    
    44
    
    
    
    15,068,443
    
    
    
    45
    
    
    
    16,445,902
    
    
    
    51Multi-Family Mortgages
    
    
    4,827,642
    
    
    
    14
    
    
    
    4,821,642
    
    
    
    15
    
    
    
    4,328,879
    
    
    
    14Consumer
    
    
    1,619,812
    
    
    
    5
    
    
    
    1,558,782
    
    
    
    5
    
    
    
    1,554,499
    
    
    
    5Construction & Land
    
    
    1,122,917
    
    
    
    3
    
    
    
    829,273
    
    
    
    2
    
    
    
    541,280
    
    
    
    2Total Loans Held-for-Investment
    
    $
    34,164,765
    
    
    
    100
    %
    
    $
    33,193,996
    
    
    
    100
    %
    
    $
    31,813,847
    
    
    
    100
    %
 34




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##### Table of Contents



35




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##### Table of Contents



Securities
 (See Balance Sheet
Repositioning section for further details)
 Item 1, Notes to the Consolidated
Financial Statements Note 2, Securities for additional information
     Deposits
  36




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##### Table of Contents



Asset/Liability Management
       
    
    The balance sheet composition remains static.
    
    Parallel yield curve shifts for market rates (i.e. treasuries, LIBOR, swaps, etc.) with an assumed floor of 50 basis points.
    
    Maintaining our current asset or liability spreads to market interest rates.
    
    The model considers the magnitude and timing of the repricing of financial
instruments, loans and deposit products, including the effect of changing interest rates
on expected prepayments and maturities.
    
    NOW deposit rates experience a 15% impact of market rate movements immediately and
have a floor of 10 basis points.
 37




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##### Table of Contents



Changes in Net Interest Income(dollars in thousands)
    
    $Change
    
    % ChangeChange in Interest Rates+ 200 Basis Points
    
    $
    (53,300)
    
    
    
    (3.20
    )%+ 100 Basis Points
    
    
    (23,866)
    
    
    
    (1.43
    )- 100 Basis Points
    
    
    18,386
    
    
    
    1.10
   Market Value of Equity(dollars in thousands)
    
    $ Change
    
    % ChangeChange in Interest Rates+ 200 Basis Points
    
    $
    (657,489
    )
    
    
    (5.2
    )%Flat Interest Rates
    
    
    
    
    
    
    - 200 Basis Points
    
    $
    132,203
    
    
    
    1.0
    %Policy Limit
    
    
    N/A
    
    
    
    (25.0
    )%
  (See Item I, Notes to Consolidated Financial Statements, Note 9  Derivative Financial
Instruments for additional information on all derivative transactions).
 Liquidity Risk Management
     38




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##### Table of Contents



Capital
     March 31, 2006
    
    
    March 31, 2005(dollars in thousands)
    
    Amount
    
    
    Ratio
    
    
    Amount
    
    
    RatioTier 1 Capital
    
    $
    3,520,542
    
    
    
    9.92
    %
    
    $
    3,511,642
    
    
    
    10.35
    %Regulatory Requirement
    
    
    1,419,003
    
    
    
    4.00
    %
    
    
    1,357,456
    
    
    
    4.00
    %Excess
    
    $
    2,101,539
    
    
    
    5.91
    %
    
    $
    2,154,186
    
    
    
    6.35
    %Total Risk Adjusted Capital
    
    $
    4,364,123
    
    
    
    12.30
    %
    
    $
    4,379,222
    
    
    
    12.90
    %Regulatory Requirement
    
    
    2,838,005
    
    
    
    8.00
    %
    
    
    2,714,912
    
    
    
    8.00
    %Excess
    
    $
    1,526,118
    
    
    
    4.30
    %
    
    $
    1,664,310
    
    
    
    4.90
    %Risk Weighted Assets
    
    $
    35,475,068
    
    
    
    
    
    
    $
    33,936,401
   Capital Ratios:
    
    North Fork
    
    SuperiorTier 1 Capital
    
    
    10.88
    %
    
    
    21.99
    %Total Risk Adjusted
    
    
    11.98
    %
    
    
    22.51
    %Leverage Ratio
    
    
    7.46
    %
    
    
    6.46
    %
   39




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##### Table of Contents



Regulatory Matters
  Sarbanes-Oxley Act of 2002
  Future Legislation
  
 Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  40




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##### Table of Contents



PART II. OTHER INFORMATION
 
 Item 1. Legal Proceedings
    
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  Total Number of
    
    
    Maximum Number ofTotal Number of
    
    
    Average
    
    
    Shares Purchased as
    
    
    Shares that May YetShares Purchased
    
    
    Price Paid
    
    
    Part of Publicly
    
    
    Be Purchased UnderPeriod
    
    (1)
    
    
    Per Share
    
    
    Announced Program
    
    
    the ProgramJanuary 1, 2006  January 31, 2006
    
    
    3,035,000
    
    
    $
    26.16
    
    
    
    3,035,000
    
    
    11,336,450 SharesFebruary 1,
2006  February 28, 2006
    
    
    2,066,900
    
    
    
    25.37
    
    
    
    2,066,900
    
    
    9,269,550   SharesMarch 1, 2006  March 31, 2006
    
    
    
    
    
    
    
    
    
    
    
    
    
    9,269,550   Shares
 
 (1)
    
    On January 24, 2006, the Board of Directors authorized the repurchase of an additional 12
million shares increasing the total authorized for repurchase to 14.4 million. The current
program has no fixed expiration date. Repurchases are made in the open market or through
privately negotiated transactions. 41




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##### Table of Contents



Item 6. Exhibits
  Exhibit Number
    
    Description of Exhibit(11)
    
    Statement Re: Computation of Net Income Per Common and Common Equivalent Share(31.1)
    
    Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(31.2)
    
    Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002(32.1)
    
    Certification of Chief Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(32.2)
    
    Certification of Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002(99.1)
    
    Supplemental Performance Measurements
 42




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##### Table of Contents



SIGNATURES
  Date:May 4, 2006
    North Fork Bancorporation, Inc./s/ Daniel M. HealyDaniel M. HealyExecutive Vice President and Chief Financial Officer 43