**UNITED STATES**

**SECURITIESAND EXCHANGE COMMISSION**

**Washington,D.C. 20549**

 

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**FORM 10-Q**

 

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

 

----

** **

**Forthe Quarter Ended**

**March 31, 2002**

 

**OR**

 

| **o****  Transition Report Pursuant to Section 13 or 15(d) of the** |
|--------------------------------------------------------------------------|
| **Securities Exchange Act of 1934**                                      |

 

**0-22516**

Securities andExchange Commission File Number

 

**GreenPointFinancial Corp.**

(Exact name ofregistrant as specified in its charter)

 

| **Delaware**                                                    |   | **06-1379001**                             |
|-----------------------------------------------------------------|--------|--------------------------------------------|
| (State or other  jurisdiction of incorporation or organization) |   | (I.R.S. employer  identification number)   |
|                                                            |   |                                       |
| **90  Park Avenue, New York, New York**                         |   | **10016**                                  |
| (Address of  principal executive offices)                       |   | (Zip Code)                                 |
|                                                            |   |                                       |
| **(212)  834-1000**                                             |   | **Not  Applicable**                        |
| (Registrant’s  telephone number,                           |   | (Former name,  former address and former   |
| including area  code)                                           |   | fiscal year if  changed since last report) |

 

Indicate by check markwhether the registrant (1) has filed all reports required to be filed bySection 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding12 months (or for shorter period that the registrant was required to file suchreports), and (2) has been subject to such filing requirements for the past 90days.

 

| ý   Yes |   | o   No |
|------------------------|--------|------------------|

 

As of May 3, 2002there were 100,042,590 shares of common stock outstanding.

 

 

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**GreenPoint Financial Corp.**

 

**FORM 10-Q**

 

**For the Quarter Ended**

**March 31, 2002**

 

**TABLE OF CONTENTS**

 
| **PART I — FINANCIAL INFORMATION**                                                                    |                                                                                                                             |
|------------------------------------------------------------------------------------------------------------|----------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                       |                                                                                                                             |
| Item 1 — Financial  Statements                                                                        |                                                                                                                             |
|                                                                                                       |
|                                                                                                       | Consolidated  Statements of Financial Condition (unaudited) as of March 31, 2002 and  December 31, 2001                          |
|                                                                                                       |                                                                                                                             |
|                                                                                                       | Consolidated  Statements of Income (unaudited) for the quarters ended March 31, 2002 and  2001                                   |
|                                                                                                       |                                                                                                                             |
|                                                                                                       | Consolidated  Statements of Comprehensive Income (unaudited) for the quarters ended March  31, 2002 and 2001                     |
|                                                                                                       |                                                                                                                             |
|                                                                                                       | Consolidated  Statements of Changes in Stockholders’ Equity (unaudited) for the three  months ended March 31, 2002 and 2001 |
|                                                                                                       |                                                                                                                             |
|                                                                                                       | Consolidated  Statements of Cash Flows (unaudited) for the three months ended March 31,  2002 and 2001                           |
|                                                                                                       |                                                                                                                             |
|                                                                                                       | Notes  to the Unaudited Consolidated Financial Statements                                                                        |
|                                                                                                       |
|                                                                                                       |                                                                                                                             |
| Item  2 — Management’s Discussion and Analysis of Financial Condition and Results of  Operations |                                                                                                                             |
|                                                                                                       |                                                                                                                             |
| Item  3 — Quantitative and Qualitative Disclosure about Market Risk                                   |                                                                                                                             |
|                                                                                                       |                                                                                                                             |
|                                                                                                       |                                                                                                                             |
| **PART II — OTHER  INFORMATION**                                                                      |                                                                                                                             |
|                                                                                                       |                                                                                                                             |
| Item  1 — Legal Proceedings                                                                           |                                                                                                                             |
|                                                                                                       |                                                                                                                             |
| Item 6 —  Exhibits and Reports on Form 8-K                                                            |                                                                                                                             |
|                                                                                                       |                                                                                                                             |
|                                                                                                            |                                                                                                                                  |  |

 

2

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF FINANCIALCONDITION**

**(Unaudited)**

 
|                                                                                                   |   | **March 31,  2002** |       | **Dec. 31,  2001** |   |
|--------------------------------------------------------------------------------------------------------|--------|---------------------|------------|--------------------|--------|
| ***(In millions, except share amounts)***                                                              |   | ** **          | ** ** |
| **ASSETS**                                                                                             |   |                |       |               |   |
| Cash  and due from banks                                                                               |   | $                   | 189        |               | $      | 190 |   |
| Money  market investments:                                                                             |   |                |       |               |   |
| Interest-bearing  deposits in other banks                                                              |   | 5                   |       | 5                  |   |
| Federal  funds sold and securities purchased under agreements to resell                                |   | 63                  |       | 162                |   |
| Total  cash and cash equivalents                                                                       |   | 257                 |       | 357                |   |
| Loans  receivable held for sale                                                                        |   | 4,274               |       | 4,945              |   |
| Federal  Home Loan Bank of New York stock                                                              |   | 215                 |       | 233                |   |
| Securities  available for sale                                                                         |   | 2,991               |       | 1,542              |   |
| Securities  available for sale-pledged to creditors                                                    |   | 2,064               |       | 1,677              |   |
| Retained  interests in securitizations                                                                 |   | 126                 |       | 131                |   |
| Securities  held to maturity (fair value of $2 and $3, respectively)                                   |   | 2                   |       | 3                  |   |
| Loans  receivable held for investment (net of allowance for loan losses of $78 and  $81, respectively) |   | 9,809               |       | 9,961              |   |
| Other  interest-earning assets                                                                         |   | 140                 |       | 139                |   |
| Accrued  interest receivable                                                                           |   | 101                 |       | 100                |   |
| Banking  premises and equipment, net                                                                   |   | 150                 |       | 149                |   |
| Servicing  assets                                                                                      |   | 112                 |       | 123                |   |
| Goodwill  (net of accumulated amortization and impairment of $788)                                     |   | 395                 |       | 395                |   |
| Other  assets                                                                                          |   | 436                 |       | 431                |   |
| Total  assets                                                                                          |   | $                   | 21,072     |               | $      | 20,186 |   |
|                                                                                                   |   |                |       |               |   |
| **LIABILITIES  AND STOCKHOLDERS’ EQUITY**                                                         |   |                |       |               |   |
| **Liabilities:**                                                                                       |   |                |       |               |   |
| Deposits:                                                                                              |   |                |       |               |   |
| N.O.W.  and checking                                                                                   |   | $                   | 703        |               | $      | 648 |   |
| Savings                                                                                                |   | 1,261               |       | 1,215              |   |
| Variable  rate savings                                                                                 |   | 2,218               |       | 2,089              |   |
| Money  market                                                                                          |   | 989                 |       | 895                |   |
| Term  certificates of deposit                                                                          |   | 5,656               |       | 5,859              |   |
| Total  deposits                                                                                        |   | 10,827              |       | 10,706             |   |
| Notes  payable                                                                                         |   | —              |       | 1                  |   |
| Mortgagors’  escrow                                                                               |   | 104                 |       | 81                 |   |
| Securities  sold under agreements to repurchase                                                        |   | 2,149               |       | 1,600              |   |
| Other  short term borrowings                                                                           |   | 893                 |       | 960                |   |
| Federal  Home Loan Bank of New York advances                                                           |   | 3,600               |       | 3,800              |   |
| Senior  bank notes                                                                                     |   | 134                 |       | 134                |   |
| Subordinated  bank notes                                                                               |   | 150                 |       | 150                |   |
| Guaranteed  preferred beneficial interest in Company’s junior subordinated debentures             |   | 200                 |       | 200                |   |
| Liability  under recourse exposure                                                                     |   | 400                 |       | 468                |   |
| Other  liabilities                                                                                     |   | 864                 |       | 430                |   |
| Total  liabilities                                                                                     |   | 19,321              |       | 18,530             |   |
| Commitments  and contingencies                                                                         |   |                |       |               |   |
| **Stockholders’ equity:**                                                                         |   |                |       |               |   |
| Preferred  stock ($0.01 par value; 50,000,000 shares authorized; none issued)                          |   | —              |       | —             |   |
| Common  stock ($0.01 par value; 220,000,000 shares authorized; 110,261,164 shares  issued)             |   | 1                   |       | 1                  |   |
| Additional  paid-in capital                                                                            |   | 885                 |       | 877                |   |
| Unallocated  Employee Stock Ownership Plan (ESOP) shares                                               |   | (93                 | )          | (95                | )      |
| Unearned  stock plans shares                                                                           |   | (1                  | )          | (1                 | )      |
| Retained  earnings                                                                                     |   | 1,248               |       | 1,148              |   |
| Accumulated  other comprehensive (loss) income, net                                                    |   | (9                  | )          | 11                 |   |
| Treasury  stock, at cost (10,141,680 shares and 10,498,829 shares, respectively)                       |   | (280                | )          | (285               | )      |
| Total  stockholders’ equity                                                                       |   | 1,751               |       | 1,656              |   |
| Total  liabilities and stockholders’ equity                                                       |   | $                   | 21,072     |               | $      | 20,186 |   |

 

*(See accompanying notes to theunaudited consolidated financial statements)*

 

3

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF INCOME**

**(Unaudited)**

 
|                                                         |   | **Quarter  Ended  March 31,** |       |
|--------------------------------------------------------------|--------|-------------------------------|------------|
|                                                         |   | ** **                    |
| ***(In millions, except per share amounts)***                |   | **2002**                      | ** ** | **2001** | ** ** |
| **Interest income:**                                         |   |                          |       |   |   |
| Mortgage  loans held for investment                          |   | $                             | 194        |   | $ | 179 |   |
| Loans  held for sale                                         |   | 59                            |       | 40 |   |
| Securities                                                   |   | 58                            |       | 56 |   |
| Money  market investments                                    |   | 1                             |       | 3 |   |
| Other                                                        |   | 5                             |       | 7 |   |
| Total  interest income                                       |   | 317                           |       | 285 |   |
| **Interest expense:**                                        |   |                          |       |   |   |
| Deposits                                                     |   | 79                            |       | 125 |   |
| Other  borrowed funds                                        |   | 49                            |       | 16 |   |
| Long-term  debt                                              |   | 10                            |       | 10 |   |
| Total  interest expense                                      |   | 138                           |       | 151 |   |
| Net  interest income                                         |   | 179                           |       | 134 |   |
| Provision  for loan losses                                   |   | —                        |       | — |   |
| Net  interest income after provision for loan losses         |   | 179                           |       | 134 |   |
| **Non-interest income:**                                     |   |                          |       |   |   |
| Income  from fees and commissions:                           |   |                          |       |   |   |
| Loan  servicing fees                                         |   | 5                             |       | 2 |   |
| Banking  services fees and commissions                       |   | 13                            |       | 10 |   |
| Fees,  commissions and other income                          |   | 1                             |       | 1 |   |
| Total  income from fees and commissions                      |   | 19                            |       | 13 |   |
| Net  gain on sales of loans                                  |   | 90                            |       | 65 |   |
| Net  gain on securities                                      |   | 3                             |       | 6 |   |
| Total  non-interest income                                   |   | 112                           |       | 84 |   |
| **Non-interest expense:**                                    |   |                          |       |   |   |
| General  and administrative expenses:                        |   |                          |       |   |   |
| Salaries  and benefits                                       |   | 49                            |       | 41 |   |
| Employee  Stock Ownership and stock plans expense            |   | 6                             |       | 4 |   |
| Net  expense of premises and equipment                       |   | 18                            |       | 18 |   |
| Federal  deposit insurance premiums                          |   | 1                             |       | 1 |   |
| Other  administrative expenses                               |   | 27                            |       | 20 |   |
| Total  general and administrative expenses                   |   | 101                           |       | 84 |   |
| Other  real estate owned operating income                    |   | (1                            | )          | — |   |
| Goodwill  amortization                                       |   | —                        |       | 12 |   |
| Total  non-interest expense                                  |   | 100                           |       | 96 |   |
| Income  from continuing operations before income taxes       |   | 191                           |       | 122 |   |
| Income  taxes related to earnings from continuing operations |   | 71                            |       | 49 |   |
| Net  income from continuing operations                       |   | 120                           |       | 73 |   |
| **Discontinued operations:**                                 |   |                          |       |   |   |
| Net  income from operations of discontinued business         |   | 2                             |       | 5 |   |
| **Net income**                                               |   | $                             | 122        |   | $ | 78 |   |
| **Basic earnings per share:**                                |   |                          |       |   |   |
| Net  income from continuing operations                       |   | $                             | 1.36       |   | $ | 0.83 |   |
| Net  income from discontinued operations                     |   | 0.01                          |       | 0.05 |   |
| Net  income                                                  |   | $                             | 1.37       |   | $ | 0.88 |   |
| **Diluted earnings per share:**                              |   |                          |       |   |   |
| Net  income from continuing operations                       |   | $                             | 1.32       |   | $ | 0.81 |   |
| Net  income from discontinued operations                     |   | 0.01                          |       | 0.05 |   |
| Net  income                                                  |   | $                             | 1.33       |   | $ | 0.86 |   |

 

*(See accompanying notes to theunaudited consolidated financial statements)*

 

4

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OFCOMPREHENSIVE INCOME**

**(Unaudited)**

 
|                                                                         |   | **Quarter  Ended  March 31,** |       |
|------------------------------------------------------------------------------|--------|-------------------------------|------------|
|                                                                         |   | ** **                    |
| ***(In millions)***                                                          |   | **2002**                      | ** ** | **2001** | ** ** |
|                                                                         |   |                          |       |   |   |
| Net  income                                                                  |   | $                             | 122        |   | $ | 78 |   |
| Other  comprehensive income, before tax:                                     |   |                          |       |   |   |
| Unrealized  gain (loss) on securities:                                       |   |                          |       |   |   |
| Unrealized  holding (loss) gain arising during period                        |   | (32                           | )          | 41 |   |
| Less:  reclassification adjustment for gains included in net income          |   | (3                            | )          | (6 | ) |
| Other  comprehensive (loss) income, before tax                               |   | (35                           | )          | 35 |   |
| Income  tax benefit (expense) related to items of other comprehensive income |   | 15                            |       | (16 | ) |
| Other  comprehensive (loss) income, net of tax                               |   | (20                           | )          | 19 |   |
| **Total comprehensive income, net of tax**                                   |   | $                             | 102        |   | $ | 97 |   |

 

*(See accompanying notes to the unaudited consolidatedfinancial statements)*

 

5

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**GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CHANGES INSTOCKHOLDERS’ EQUITY**

**(Unaudited)**

 
|                                                       |   | **Three  Months Ended  March 31,** |       |
|------------------------------------------------------------|--------|------------------------------------|------------|
|                                                       |   | ** **                         |
| ***(In millions)***                                        |   | **2002**                           | ** ** | **2001** | ** ** |
| **Common  stock**                                          |   |                               |       |   |   |
| Balance  at beginning of period                            |   | $                                  | 1          |   | $ | 1 |   |
| Balance  at end of period                                  |   | 1                                  |       | 1 |   |
| **Additional  paid-in capital**                            |   |                               |       |   |   |
| Balance  at beginning of period                            |   | 877                                |       | 862 |   |
| Reissuance  of treasury stock                              |   | (2                                 | )          | (8 | ) |
| Amortization  of ESOP shares committed to be released      |   | 7                                  |       | 5 |   |
| Amortization  of stock plans shares                        |   | —                             |       | — |   |
| Tax  benefit for vested stock plans shares                 |   | 3                                  |       | 7 |   |
| Balance  at end of period                                  |   | 885                                |       | 866 |   |
| **Unallocated  ESOP shares**                               |   |                               |       |   |   |
| Balance  at beginning of period                            |   | (95                                | )          | (100 | ) |
| Amortization  of ESOP shares committed to be released      |   | 2                                  |       | 1 |   |
| Balance  at end of period                                  |   | (93                                | )          | (99 | ) |
| **Unearned  stock plans shares**                           |   |                               |       |   |   |
| Balance  at beginning of period                            |   | (1                                 | )          | (1 | ) |
| Amortization  of stock plans shares                        |   | —                             |       |   |   |
| Balance  at end of period                                  |   | (1                                 | )          | (1 | ) |
| **Retained  earnings**                                     |   |                               |       |   |   |
| Balance  at beginning of period                            |   | 1,148                              |       | 1,531 |   |
| Net  income                                                |   | 122                                |       | 78 |   |
| Dividends  declared                                        |   | (22                                | )          | (22 | ) |
| Balance  at end of period                                  |   | 1,248                              |       | 1,587 |   |
| **Accumulated  other comprehensive income, net**           |   |                               |       |   |   |
| Balance  at beginning of period                            |   | 11                                 |       | 17 |   |
| Net  change in accumulated other comprehensive income, net |   | (20                                | )          | 19 |   |
| Balance  at end of period                                  |   | (9                                 | )          | 36 |   |
| **Treasury  stock, at cost**                               |   |                               |       |   |   |
| Balance  at beginning of period                            |   | (285                               | )          | (261 | ) |
| Reissuance  of treasury stock                              |   | 18                                 |       | 21 |   |
| Purchase  of treasury stock                                |   | (13                                | )          | (12 | ) |
| Balance  at end of period                                  |   | (280                               | )          | (252 | ) |
| **Total  stockholders’ equity**                       |   | $                                  | 1,751      |   | $ | 2,138 |   |

 

*(See accompanying notes to theunaudited consolidated financial statements)*

 

6

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**CONSOLIDATED STATEMENTS OF CASH FLOWS**

**(Unaudited)**

 
|                                                                           |   | **Three  Months Ended  March 31,** |       |
|--------------------------------------------------------------------------------|--------|------------------------------------|------------|
|                                                                           |   | ** **                         |
| ***(In millions)***                                                            |   | **2002**                           | ** ** | **2001** | ** ** |
| **Cash  flows from operating activities:**                                     |   |                               |       |   |   |
| Net  income                                                                    |   | $                                  | 122        |   | $ | 78 |   |
| Adjustments  to reconcile net income to net cash used in operating activities: |   |                               |       |   |   |
| Provision  for loan losses                                                     |   | —                             |       | 5 |   |
| Depreciation  and amortization                                                 |   | 8                                  |       | 28 |   |
| ESOP  and stock plans expense                                                  |   | 8                                  |       | 6 |   |
| Capitalization  of servicing assets                                            |   | (8                                 | )          | (17 | ) |
| Amortization  and impairment of servicing assets                               |   | 19                                 |       | 14 |   |
| (Increase)  decrease in assets associated with operating activities:           |   |                               |       |   |   |
| Loans  receivable held for sale:                                               |   |                               |       |   |   |
| Loan  originations                                                             |   | (6,526                             | )          | (4,404 | ) |
| Proceeds  from loan sales                                                      |   | 7,270                              |       | 3,607 |   |
| Other                                                                          |   | (73                                | )          | 13 |   |
| Retained  interests in securitizations                                         |   | 18                                 |       | (9 | ) |
| Accrued  interest receivable                                                   |   | (1                                 | )          | 1 |   |
| Other  assets                                                                  |   | (2                                 | )          | (24 | ) |
| Increase  (decrease) in liabilities associated with operating activities:      |   |                               |       |   |   |
| Liabilities  under recourse exposure                                           |   | (68                                | )          | (26 | ) |
| Other  liabilities                                                             |   | 434                                |       | (15 | ) |
| Other,  net                                                                    |   | 1                                  |       | (4 | ) |
| Net  cash provided by (used in) operating activities                           |   | 1,202                              |       | (747 | ) |
| **Cash  flows from investing activities:**                                     |   |                               |       |   |   |
| Net  change in:                                                                |   |                               |       |   |   |
| Loans  receivable held for investment                                          |   | 143                                |       | 3 |   |
| Premises  and equipment                                                        |   | (9                                 | )          | (6 | ) |
| Available  for sale securities:                                                |   |                               |       |   |   |
| Proceeds  from maturities                                                      |   | 51                                 |       | 68 |   |
| Proceeds  from sales                                                           |   | 307                                |       | 664 |   |
| Purchase  of securities                                                        |   | (2,763                             | )          | (1,404 | ) |
| Principal  repayments                                                          |   | 538                                |       | 216 |   |
| Federal  Home Loan Bank Stock: purchases                                       |   | 18                                 |       | (21 | ) |
| Other,  net                                                                    |   | 7                                  |       | 6 |   |
| Net  cash used in investing activities                                         |   | (1,708                             | )          | (474 | ) |
| **Cash  flows from financing activities:**                                     |   |                               |       |   |   |
| Net  change in:                                                                |   |                               |       |   |   |
| Domestic  deposits                                                             |   | 121                                |       | (133 | ) |
| Mortgagors’  escrow accounts                                              |   | 23                                 |       | 21 |   |
| Notes  payable                                                                 |   | (1                                 | )     | — |   |
| Securities  sold under agreements to repurchase                                |   | 482                                |       | 110 |   |
| Federal  Home Loan Bank advances                                               |   | (200                               | )          | 1,150 |   |
| Cash  dividends paid                                                           |   | (23                                | )          | (22 | ) |
| Treasury  stock purchased                                                      |   | (13                                | )          | (12 | ) |
| Exercise  of stock options                                                     |   | 17                                 |       | 13 |   |
| Retirement  of long term debt                                                  |   | —                             |       | (4 | ) |
| Net  cash provided by financing activities                                     |   | 406                                |       | 1,123 |   |
| Net  decrease in cash and cash equivalents                                     |   | (100                               | )          | (98 | ) |
| Cash  and cash equivalents at beginning of period                              |   | 357                                |       | 311 |   |
| Cash  and cash equivalents at end of period                                    |   | $                                  | 257        |   | $ | 213 |   |
| **Non-cash  activities:**                                                      |   |                               |       |   |   |
| Additions  to other real estate owned, net                                     |   | $                                  | (6         | ) | $ | (4 | ) |
| Unsettled  trades                                                              |   | $                                  | (484       | ) | $ | (466 | ) |
| **Supplemental  disclosure of cash flow information:**                         |   |                               |       |   |   |
| Cash  paid for income taxes                                                    |   | $                                  | 38         |   | $ | 44 |   |
| Interest  paid                                                                 |   | $                                  | 151        |   | $ | 123 |   |

 

*(See accompanying notes to theunaudited consolidated financial statements)*

 

7

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**NOTES TO THE UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS**

 

**1.       Summaryof Significant Accounting Policies**

 

**Basis of Presentation**

The unauditedconsolidated financial statements of GreenPoint Financial Corp. andSubsidiaries (“GreenPoint” or the “Company”) are prepared in accordance withgenerally accepted accounting principles for interim financial information. Inthe opinion of management, all adjustments (consisting only of normal recurringaccruals) necessary for a fair statement of the Company’s interim financialcondition as of the dates indicated and the results of operations for theperiods presented have been included. Certain reclassifications have been madeto the prior period financial statements to conform to the current periodpresentation. The results of operations for the interim periods shown are notnecessarily indicative of results that may be expected for the entire year.

 

The Company adopted aplan to exit the manufactured housing lending business in December 2001.Current and comparative prior period consolidated statements of income presentthe results of continuing operations and discontinued operations separately.

 

The unauditedconsolidated interim financial statements presented should be read inconjunction with the consolidated financial statements and notes included inthe Company’s Annual Report to shareholders for the year ended December 31,2001.

 

**Accounting for Loan Sales**

The Company sells loansboth in the whole loan market as well as through various securitizationvehicles.

 

When the Company has soldmortgages on a whole loan basis, in some cases it has retained the servicingrights related to the loans. In instances where the Company does not retain theservicing rights to the loans, the gain or loss on the sale is equal to thedifference between the proceeds received and the book basis of the loans sold.In instances where the Company does retain the servicing rights, the gain orloss also depends in part on the fair value attributed to the servicing rights.

 

When GreenPoint has securitized certain mortgages, in some cases it hasretained the servicing rights and one or more retained interests. Incalculating the gain or loss on the sale, the Company allocates the cost basisof the loans sold between the assets sold, and the retained interests andservicing rights based on their relative fair values at the date of sale. A gainor loss is recognized as the difference between the cash proceeds from the saleand the allocated cost basis of the assets sold.

 

**Retained Interests in Securitizations**

Retained interests in securitizations include interest-only strips,subordinated certificates, transferor interests, demand notes and the recordedliabilities for limited recourse provided on mortgage loans.

 

The Company classifies its retained interests in securitizations asavailable for sale and carries these securities at fair value. Generally, ifthe fair value of retained interests declines below its carrying amount(excluding unrealized gains), the change in valuation is recognized in theconsolidated statement of income and is classified as a change in valuation ofretained interests. Unrealized gains are reported, net of applicable taxes, inaccumulated other comprehensive income, as a separate component ofstockholders’ equity.

 

To obtain fair values, quoted market prices are used if available.Because market quotes are generally not available for retained interests, theCompany generally estimates fair value based upon the present value ofestimated future cash flows using assumptions of prepayments, defaults, lossseverity rates, and discount rates that the Company believes marketparticipants would use for similar assets and liabilities.

 

**Servicing Assets**

Servicing assets are carried at the lower of cost or fair value basedon defined risk strata and are amortized in proportion to and over the expectedservicing period.

 

The Company stratifies its servicing assets based on the riskcharacteristics of the underlying loan pools and the assets are evaluated forimpairment based on the risk characteristics. A valuation allowance isrecognized through a charge to current earnings for servicing assets that havean amortized balance in excess of the current fair value.

 

8

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The fair value of servicing assets is determined by calculating thepresent value of estimated future net servicing cash flows, using assumptionsof prepayments, defaults, servicing costs and discount rates that the Companybelieves market participants would use for similar assets.

 

**Goodwill Amortization**

Effective January 1, 2002, GreenPoint adopted Statement of Financial AccountingStandards No. 142 (SFAS 142) which resulted in discontinuing the amortizationof goodwill. Goodwill, which is attributable to the consumer banking segment,will be carried at its January 1, 2002 book value of $395 million and will beperiodically tested for impairment. The Company completed its transitionalimpairment test in the first quarter of 2002 and did not recognize impairment,as the estimated fair value of the affected business unit exceeded its carryingvalue, including goodwill. Under the provisions of SFAS 142, goodwill will betested for impairment at least annually.

 

# **Discontinued Operations**

In December 2001, GreenPoint adopted a plan to discontinue themanufactured housing lending business. In accordance with the provisions ofAccounting Principals Board Statement No. 30, the consolidated statements ofincome have been presented to reflect this business as a discontinued operationand the income and expenses of the discontinued business have been reportedseparately. The projected future results of the discontinued operation wereinitially recorded as part of the loss on disposal of the business recorded inthe fourth quarter of 2001. The projection reflected management’s estimate ofthe future revenues and expenses of the operation. The assumptions underlyingthese estimates are reviewed quarterly and the impact of revisions is includedin current period earnings of the discontinued operation.

 

**2.       DiscontinuedOperations**

 

The assets and liabilities from discontinued operations at March 31,2002 and December 31, 2001 were as follows:

 
|                                       |   | **March 31,  2002** |       | **December  31,  2001** |   |
|--------------------------------------------|--------|---------------------|------------|-------------------------|--------|
| ***(In millions)***                        |   | ** **          | ** ** |
| **Assets:**                                |   |                |       |                    |   |
| Loans receivable  held for sale            |   | $                   | 97         |                    | $      | 705 |   |
| Retained  interests in securitizations     |   | —              |       | 1                       |   |
| Loans receivable  held for investment, net |   | 35                  |       | 44                      |   |
| Servicing assets                           |   | 52                  |       | 60                      |   |
| Other assets                               |   | 246                 |       | 268                     |   |
| Total assets                               |   | $                   | 430        |                    | $      | 1,078 |   |
| Liabilities:                               |   |                |       |                    |   |
| Liability under  recourse exposure         |   | $                   | 399        |                    | $      | 467 |   |
| Other  liabilities and allocated capital   |   | 31                  |       | 611                     |   |
| Total  liabilities and equity              |   | $                   | 430        |                    | $      | 1,078 |   |

 

During the quarter ended March 31, 2002, GreenPoint originatedmanufactured housing loans totaling $91 million. These loans related tocommitments outstanding at December 31, 2001 and were recorded at theirestimated fair value.

 

Net income from discontinued operations for the quarter ended March 31,2002 was $2 million. The results included a gain on sale of loans, which weremarked down to their estimated market value in the fourth quarter of 2001. Thefirst quarter 2002 results also reflect a write down of the 2002 loanoriginations to reflect their estimated fair value, and a $7 million chargeassociated with changes to the estimates incorporated in the operating plan ofthe discontinued business segment.

 

9

----

 

**3.       LoansReceivable**

 

The Company’s loansreceivable held for sale balances are summarized as follows:

 
|                                                       |   | **March 31,  2002** |       | **Dec. 31,  2001** |   |
|------------------------------------------------------------|--------|---------------------|------------|--------------------|--------|
| ***(In millions)***                                        |   | ** **          | ** ** |
| **Conventional  first mortgage loans:**                    |   |                |       |               |   |
| Residential  one-to four-family                            |   | $                   | 3,516      |               | $      | 3,834 |   |
| Commercial  property                                       |   | 15                  |       | 14                 |   |
| Second  mortgage and home equity loans                     |   | 609                 |       | 358                |   |
| Manufactured  housing loans                                |   | 111                 |       | 705                |   |
| Other                                                      |   | 2                   |       | 1                  |   |
| Total  loans receivable held for sale                      |   | 4,253               |       | 4,912              |   |
| Net  deferred loan origination costs and unearned discount |   | 21                  |       | 33                 |   |
| Loans  receivable held for sale, net                       |   | $                   | 4,274      |               | $      | 4,945 |   |

 

The Company’s loansreceivable held for investment balances are summarized as follows:

 
|                                                       |   | **March 31,  2002** |       | **Dec. 31,  2001** |   |
|------------------------------------------------------------|--------|---------------------|------------|--------------------|--------|
| ***(In millions)***                                        |   | ** **          | ** ** |
| **Conventional  first mortgage loans:**                    |   |                |       |               |   |
| Residential  one-to four-family                            |   | $                   | 8,765      |               | $      | 8,898 |   |
| Residential  multi-family                                  |   | 343                 |       | 356                |   |
| Commercial  property                                       |   | 569                 |       | 576                |   |
| Second  mortgage and home equity loans                     |   | 126                 |       | 119                |   |
| Other                                                      |   | 57                  |       | 70                 |   |
| Total  loans receivable held for investment                |   | 9,860               |       | 10,019             |   |
| Net  deferred loan origination costs and unearned discount |   | 27                  |       | 23                 |   |
| Allowance  for loan losses                                 |   | (78                 | )          | (81                | )      |
| Loans  receivable held for investment, net                 |   | $                   | 9,809      |               | $      | 9,961 |   |

 

10

----

 

**4.       SecuritiesAvailable for Sale**

 

Theamortized cost and estimated fair value of securities available for sale atMarch 31, 2002 and December 31, 2001 are summarized as follows:

 
|                                                  |   | **March 31,  2002** |       |
|-------------------------------------------------------|--------|---------------------|------------|
|                                                  |   |                | ** ** | **Gross  Unrealized  Gains** | ** ** | **Gross  Unrealized  Losses** | ** ** |   | ** ** |
|                                                  |   | **Amortized  Cost** | ** ** | ** ** | ** ** | **Fair  Value** | ** ** |
| ***(In millions)***                                   |   | ** **          | ** ** | ** ** | ** ** |
| **U.S.  Government and Federal Agency Obligations:**  |   |                |       |   |   |   |   |   |   |
| U.S. Treasury notes/bills                             |   | $                   | 4          |   | $ | — |   | $ | — |   | $ | 4 |   |
| Agency notes                                          |   | 105                 |       | — |   | (1 | ) | 104 |   |
| Mortgage-backed securities                            |   | 529                 |       | 9 |   | (3 | ) | 535 |   |
| Collateralized mortgage obligations                   |   | 4,079               |       | 10 |   | (27 | ) | 4,062 |   |
| Trust certificates collateralized by GNMA  securities |   | 6                   |       | — |   | — |   | 6 |   |
| Corporate bonds                                       |   | 112                 |       | — |   | (6 | ) | 106 |   |
| Municipal bonds                                       |   | 69                  |       | 2 |   | — |   | 71 |   |
| Equity securities                                     |   | 177                 |       | 1 |   | (11 | ) | 167 |   |
| Total securities available for sale                   |   | $                   | 5,081      |   | $ | 22 |   | $ | (48 | ) | $ | 5,055 |   |

 
|                                                  |   | **December  31, 2001** |       |
|-------------------------------------------------------|--------|------------------------|------------|
|                                                  |   |                   | ** ** | **Gross  Unrealized  Gains** | ** ** | **Gross  Unrealized  Losses** | ** ** |   | ** ** |
|                                                  |   | **Amortized  Cost**    | ** ** | ** ** | ** ** | **Fair  Value** | ** ** |
| ***(In millions)***                                   |   | ** **             | ** ** | ** ** | ** ** |
| **U.S.  Government and Federal Agency Obligations:**  |   |                   |       |   |   |   |   |   |   |
| U.S. Treasury notes/bills                             |   | $                      | 6          |   | $ | — |   | $ | — |   | $ | 6 |   |
| Agency notes                                          |   | 89                     |       | 1 |   | — |   | 90 |   |
| Mortgage-backed securities                            |   | 550                    |       | 12 |   | (2 | ) | 560 |   |
| Collateralized mortgage obligations                   |   | 2,211                  |       | 11 |   | (12 | ) | 2,210 |   |
| Trust certificates collateralized by GNMA  securities |   | 7                      |       | — |   | — |   | 7 |   |
| Corporate bonds                                       |   | 104                    |       | — |   | (2 | ) | 102 |   |
| Municipal bonds                                       |   | 69                     |       | 2 |   | — |   | 71 |   |
| Equity securities                                     |   | 177                    |       | — |   | (4 | ) | 173 |   |
| Total securities available for sale                   |   | $                      | 3,213      |   | $ | 26 |   | $ | (20 | ) | $ | 3,219 |   |

 

11

----

 

## **5.       RecourseArrangements, Retained Interests in Securitizations and Servicing Assets**

 

The following describesthe balances associated with recourse arrangements, the balances and activityin the corresponding retained interests, the balances and activity in servicingassets and the economic assumptions used in valuing the retained interests andservicing assets. As described in Note 2 “Discontinued Operations”, in December2001, GreenPoint formally adopted a plan to discontinue the manufacturedhousing lending business. As a result of the decision to discontinue thisbusiness, manufactured housing operating activities were reported asdiscontinued operations in GreenPoint’s consolidated statements of income.

 

**RecourseArrangements**

GreenPoint hasestablished liabilities for limited recourse provided on mortgage loans andrecourse provided on manufactured housing loans that have been securitized orsold. The investors and the securitization trusts have no recourse toGreenPoint’s other assets for failure of debtors to pay when due, except forthe retained interests related to the mortgage securitizations and theliability under the corporate guarantee related to the manufactured housingsecuritizations.

 

GreenPoint has loans sold with recourse with the following principalbalances, maximum recourse exposures and recorded liabilities:

 
|                                 |   | **March 31,  2002**    |       |
|--------------------------------------|--------|------------------------|------------|
|                                 |   |                   | ** ** | **Maximum  Recourse  Exposure (1)** | ** ** |   | ** ** |
|                                 |   | **Principal  Balance** | ** ** | ** ** | **Recorded  Liability** | ** ** |
| ***(In millions)***                  |   | ** **             |       | ** ** |
| Manufactured housing securitizations |   | $                      | 4,684      |   | $ | 709 |   | $ | 389 |   |
| Manufactured housing sales           |   | 293                    |       | 293 |   | 10 |   |
| Mortgage securitizations (2)         |   | 1,386                  |       | 140 |   | — |   |
| Mortgage sales (3)                   |   | 517                    |       | 507 |   | 1 |   |
|                                 |   |                   |       |   |   |   |   |
|                                 |   | **December  31, 2001** |       |
|                                 |   |                   |       | **Maximum  Recourse  Exposure (1)** |   |   |   |
|                                 |   | **Principal  Balance** |       | ** ** | **Recorded  Liability** |   |
| ***(In millions)***                  |   |                   |       |   |
| Manufactured housing securitizations |   | $                      | 4,966      |   | $ | 785 |   | $ | 456 |   |
| Manufactured housing sales           |   | 301                    |       | 301 |   | 11 |   |
| Mortgage securitizations (2)         |   | 1,512                  |       | 144 |   | — |   |
| Mortgage sales (3)                   |   | 625                    |       | 611 |   | 1 |   |

 

----

*(1)**       Represents the maximumrecourse exposure relating to recourse arrangements in the form of theretention of subordinated interests, the issuance of a corporate guarantee, ora demand note.*

*(2)**       The net present value ofexpected cash outflows on the mortgage securitization recourse arrangements isreflected in the valuation of the mortgage retained interests.*

*(3)**       The recourse arrangementsunder the mortgage sale transactions represent a risk sharing arrangement inwhich GreenPoint has transferred the first 2% of losses to the purchaser.*

 

12

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At March 31, 2002, GreenPoint has six securitizations with principalbalances of $1.9 billion, which have projected letter of credit draws equal tothe maximum recourse exposure for those securitizations. The remainingsecuritizations, totaling $2.8 billion, have maximum recourse exposure that is$293 million more than GreenPoint’s projected letter of credit draws. This lossexposure will occur only if actual letter of credit draws exceed GreenPoint’sprojections. GreenPoint records a liability based on the net present value ofthe projected letter of credit draws. At March 31, 2002, the projected drawsexceed the recorded liability by $29 million, representing future interestexpense.

 

In addition to the recourse arrangements described in the table above,at March 31, 2002 and December 31, 2001, GreenPoint has provided limitedrecourse in the form of representations and warranties on mortgage loans withremaining principal balances of $11.7 billion and $10.9 billion, respectively.GreenPoint has established liabilities related to representations andwarranties for mortgage loans of $21 million and $19 million, at March 31, 2002and December 31, 2001, respectively.

 

The following presents quantitative information about delinquencies onloans sold with recourse:

 
|                                                     |   | **Mar. 31,  2002**        |       | **Dec. 31,  2001** |       | **Mar. 31,  2002** |   | **Dec. 31,  2001** |   |
|----------------------------------------------------------|--------|---------------------------|------------|--------------------|------------|--------------------|--------|--------------------|--------|
|                                                     |   | ** **                | ** ** | ** **         | ** ** |
| ***(In millions)***                                      |   | **Manufactured  Housing** | ** ** | **Mortgage**       | ** ** |
| Principal  balance of loans                              |   | $                         | 4,977      |               | $          | 5,267              |   | $                  | 1,903  |   | $ | 2,137 |   |
| Principal  balance of loans 90 days or more past due (1) |   | 160                       |       | 254                |       | 78                 |   | 72                 |   |
|                                                          |        |                           |            |                    |            |                    |        |                    |        |  |  |  |  |

 

----

*(1)**       Manufactured housing pastdue loans include repossessed inventory.*

 

## **Balances and Changes in Retained Interests**

The activity in the recorded liability for manufactured housingsecuritizations and sales is summarized as follows:

 
|                                       |   | **At and for  the  Quarter Ended  March 31,** |       |
|--------------------------------------------|--------|-----------------------------------------------|------------|
|                                       |   | ** **                                    |
|                                       |   | ** **                                    |
| ***(In millions)***                        |   | **2002**                                      | ** ** | **2001** | ** ** |
| **Liability  for Recourse Exposure**       |   |                                          |       |   |   |
| Balance at  beginning of period            |   | $                                             | 467        |   | $ | 131 |   |
| Letter of credit  draws and other charges  |   | (71                                           | )          | (26 | ) |
| Change in  valuation of retained interests |   | 3                                             |       | — |   |
| Balance at end  of period                  |   | $                                             | 399        |   | $ | 105 |   |

 

13

----

 

The assets recognized as retained interests in securitizations includeinterest-only strips, transferor interests and subordinated certificates. Theactivity in retained interests in securitizations is summarized as follows:

 
|                                       |   | **At and for  the Quarter Ended  March 31,** |         |
|--------------------------------------------|--------|----------------------------------------------|--------------|
|                                       |   | ** **                                   |
|                                       |   | **2002**                                     | ** **   | **2001** | ** ** | **2002** | ** ** | **2001** | ** ** |
|                                       |   | **Manufactured  Housing**                    | ** **   |   | ** ** |   | ** ** |
| ***(In millions)***                        |   | ** **                                   | **Mortgage** | ** ** |
| **Retained  Interests in Securitizations** |   |                                         |         |   |   |   |   |   |   |
| Balance at  beginning of period            |   | $                                            | 1            |   | $ | 46 |   | $ | 130 |   | $ | 113 |   |
| Additions from  securitizations            |   | —                                       |         | 13 |   | 6 |   | 2 |   |
| Interest and  other income                 |   | 2                                            |         | 2 |   | 5 |   | 5 |   |
| Cash received                              |   | (3                                           | )            | (5 | ) | (13 | ) | (8 | ) |
| Change in  unrealized gain (loss)          |   | —                                       |         | 4 |   | (2 | ) | 6 |   |
| Balance at end  of period                  |   | $                                            | —       |   | $ | 60 |   | $ | 126 |   | $ | 118 |   |

 

On a quarterly basis, GreenPoint reviews retained interests forimpairment based on management’s best estimate of the fair value of future cashflows associated with the retained interests. GreenPoint also reviews theadequacy of the value of the recorded liability on a quarterly basis, based onmanagement’s best estimate of future cash flows associated with the corporateguarantee.

 

**ValuationAssumptions**

There were no new securitizations recordedduring the quarter. The key economic assumptions used in estimating the fairvalue of the entire portfolio of retained interests at March 31, 2002 andDecember 31, 2001 were as follows:

 
|                                    |   | **Estimate  of Fair Value at** |         |
|-----------------------------------------|--------|--------------------------------|--------------|
|                                    |   | **Mar. 31,**                   | ** **   | **Dec. 31,** | ** ** | **Mar. 31,** | ** ** | **Dec. 31,** | ** ** |
|                                    |   | **2002**                       | ** **   | **2001** | ** ** | **2002** | ** ** | **2001** | ** ** |
|                                    |   | **Manufactured  Housing**      | ** **   |   | ** ** |   | ** ** |
|                                    |   | ** **                     | **Mortgage** | ** ** |
| Weighted average  life (in years)       |   | 3.7                            |         | 3.6 |   | 1.1 |   | 1.1 |   |
| Weighted average  prepayment rate *(1)* |   | 13.7                           | %            | 13.4 | % | 50.8 | % | 49.1 | % |
| Weighted average  default rate          |   | 7.8                            | %            | 8.3 | % | N/A |   | N/A |   |
| Loss severity  rate                     |   | 85.0                           | %            | 85.0 | % | N/A |   | N/A |   |
| Weighted average  loss rate             |   | 6.7                            | %            | 7.0 | % | 1.2 | % | 1.2 | % |
| Asset cash flows  discounted at         |   | —                         |         | 14.0 | % | 12.3 | % | 12.4 | % |
| Liability cash  flows discounted at     |   | 6.6                            | %            | 6.6 | % | — |   | — |   |

 

----

*(1)  Excludes weighted average default rate*

 

14

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**Servicing Assets**

On a quarterly basis, GreenPoint reviews capitalized servicing rightsfor impairment. This review is performed based on risk strata, which aredetermined on a disaggregated basis given the predominant risk characteristicsof the underlying loans. For manufactured housing loans, the predominant riskcharacteristics are loan type and interest rate type. For mortgage loans, thepredominant risk characteristics are loan type and interest rate.

 

The activity in servicing assets is summarized as follows:

 
|                                            |   | **At and for  the Quarter Ended  March 31,** |         |
|-------------------------------------------------|--------|----------------------------------------------|--------------|
|                                            |   | ** **                                   |
|                                            |   | **2002**                                     |         | **2001** | ** ** | **2002** | ** ** | **2001** | ** ** |
|                                            |   | **Manufactured  Housing**                    | ** **   |   | ** ** |   | ** ** |
| ***(In millions)***                             |   | ** **                                   | **Mortgage** | ** ** |
| **Servicing  Assets**                           |   |                                         |         |   |   |   |   |   |   |
| Balance at  beginning of period                 |   | $                                            | 127          |   | $ | 142 |   | $ | 86 |   | $ | 60 |   |
| Additions                                       |   | 3                                            |         | 5 |   | 12 |   | 12 |   |
| Sales                                           |   | —                                       |         | — |   | (7 | ) | — |   |
| Amortization                                    |   | (7                                           | )            | (6 | ) | (8 | ) | (5 | ) |
| Balance at end  of period                       |   | 123                                          |         | 141 |   | 83 |   | 67 |   |
| **Reserve  for impairment of servicing assets** |   |                                         |         |   |   |   |   |   |   |
| Balance at  beginning of period                 |   | (67                                          | )            | — |   | (23 | ) | (5 | ) |
| Additions                                       |   | (4                                           | )            | — |   | — |   | (3 | ) |
| Balance at end  of period                       |   | (71                                          | )            | — |   | (23 | ) | (8 | ) |
| **Servicing  assets, net**                      |   | $                                            | 52           |   | $ | 141 |   | $ | 60 |   | $ | 59 |   |

 

At March 31, 2002, the estimated fair values of manufactured housingand mortgage servicing assets were $52 million and $62 million, respectively.

 

At December 31, 2001, the estimated fair values of manufactured housingand mortgage servicing assets were $60 million and $66 million, respectively.

 

The significant assumptions used in estimating the fair value of theservicing assets at March 31, 2002 and December 31, 2001 were as follows:

 
|                              |   | **March 31,**

**2002**       |       | **Dec. 31,**

**2001** |       | **March 31,**

**2002** |   | **Dec. 31,**

**2001** |   |
|-----------------------------------|--------|-------------------------------|------------|------------------------|------------|-------------------------|--------|------------------------|--------|
|                              |   | **Manufactured**

**Housing** | ** ** | **Mortgage**           | ** ** |
| Weighted average  prepayment rate |   | 14.1                          | %(1)       | 13.5                   | %(1)       | 25.8                    | %(2)   | 31.4                   | %(2)   |
| Weighted average  life (in years) |   | 3.8                           |       | 3.7                    |       | 3.8                     |   | 3.1                    |   |
| Weighted average  default rate    |   | 6.0                           | %          | 6.0                    | %          | N/A                     |   | N/A                    |   |
| Cash flows  discounted at         |   | 14.0                          | %          | 14.0                   | %          | 10.2                    | %      | 10.0                   | %      |

 

----

*(1)  Excludes weighted average default rate.*

*(2)  Includes weighted average default rate.*

 

15

----

 

**6.****              DerivativeFinancial Instruments**

 

GreenPoint enters into mandatory commitments to deliver mortgage wholeloans to various investors and to issue private securities and Fannie andFreddie Mac securities (“forward delivery commitments”). The forward deliverycommitments are used to manage the interest rate risk associated with mortgageloans and interest rate lock commitments made by GreenPoint to mortgageborrowers. The notional amounts of these contracts were $1.1 billion and $1.1billion at March 31, 2002 and December 31, 2001, respectively. The forwarddelivery commitments designated as fair value accounting hedges associated withmortgage loans had notional values of $701 million and $802 million at March31, 2002 and December 31, 2001, respectively. The notional amounts of forwarddelivery commitments used to manage the interest rate risk associated withinterest rate lock commitments were $436 million and $249 million at March 31,2002 and December 31, 2001, respectively. The amount of hedge ineffectivenessduring the three months ended March 31, 2002 and 2001 was a loss of $0.6million and a gain of $0.3 million, respectively, and is included in gain onsale of loans.

 

The notional amounts of derivatives do not represent amounts exchangedby the parties and, thus, are not a measure of the Company’s exposure throughits use of derivatives. The amounts exchanged are determined by reference tothe notional amounts and the other terms of the derivatives.

 

The risks inherent in derivatives are the potential inability of acounterparty to meet the terms of its contract and the risk associated withchanges in the fair values of the contracts due to movements in the underlyinginterest rates. The current credit exposure of derivatives is represented bythe fair value of contracts with a positive fair value at the reporting date.To reduce credit risk, management may deem it necessary to obtain collateral.

 

**7.****              StockIncentive Plan**

 

For the quarter ended March 31, 2002, the Company granted options topurchase 1,301,800 shares of the Company’s common stock to certain officers, atan exercise price of $43.35. These awards vest over three years on theanniversary dates of the awards.

 

**8.****              Adoptionof SFAS #142 – Goodwill Amortization**

 

The following tablereflects our results adjusted as though we had adopted SFAS 142 on January 1,2001:

 
|                                                  |   | **Quarter  Ended  March 31,** |       |
|-------------------------------------------------------|--------|-------------------------------|------------|
|                                                  |   | ** **                    |
| ***(In millions, except per share amounts)***         |   | **2002**                      | ** ** | **2001** | ** ** |
| Net  income from continuing operations as reported    |   | $                             | 120        |   | $ | 73 |   |
| Goodwill  amortization                                |   | —                        |       | 12 |   |
| Tax  effect at effective tax rate                     |   | —                        |       | (5 | ) |
| **Net income from continuing operations as adjusted** |   | $                             | 120        |   | $ | 80 |   |
| **Basic earnings per share:**                         |   |                          |       |   |   |
| Net  income from continuing operations as reported    |   | $                             | 1.36       |   | $ | 0.83 |   |
| Net  income from continuing operations as adjusted    |   | $                             | 1.36       |   | $ | 0.91 |   |
| **Diluted earnings per share:**                       |   |                          |       |   |   |
| Net  income from continuing operations as reported    |   | $                             | 1.32       |   | $ | 0.81 |   |
| Net  income from continuing operations as adjusted    |   | $                             | 1.32       |   | $ | 0.89 |   |

 

16

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**9.****              BusinessSegments**

 

The Company consists ofthree domestic business segments offering unique products and services. TheMortgage Banking segment specializes in Alt A and NoDoc mortgage loan productswhich are primarily obtained from the Company’s network of registered mortgagebrokers. The Consumer Banking segment consists of 74 full service bankingoffices offering a variety of financial services to the Greater New York Cityarea. The balance sheet management segment includes earnings from the held forinvestment mortgage portfolios and other corporate investment activities.

 

The segment disclosurealso combines the balance sheet management segment and the consumer bankingsegment into a subtotal. The subtotal, defined as the total banking franchise,represents the results of the Company’s traditional banking operations asdistinguished from its mortgage banking operations.

 

The accounting policiesof the segments are the same as described in Note 1 “Summary of SignificantAccounting Policies.” The Company evaluates the performance of its businesssegments based on income before income taxes. Expenses under the direct controlof each business segment and the expense of premises and equipment incurred tosupport business operations are allocated accordingly, by segment. Creditlosses are charged to asset management in an amount equal to net charge-offs.The expenses relating to administrative units of the Company such as executive,finance and audit are not allocated to individual operating segments.

 
|                                |   | **Quarter  Ended March 31, 2002** |       |
|-------------------------------------|--------|-----------------------------------|------------|
|                                |   |                              | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** | **Consolidated  Continuing  Operations** | ** ** |
|                                |   | **Balance  Sheet  Management**    | ** ** | **Consumer  Banking** | ** ** | **Sub-total  Banking** | ** ** | **Mortgage  Banking** | ** ** | **Segments  Total** | ** ** |   | ** ** | ** ** |
| ***(In millions)***                 |   | ** **                        | ** ** | ** ** | ** ** | ** ** | **Other** | ** ** | ** ** |
| Net  interest income                |   | $                                 | 82         |   | $ | 57 |   | $ | 139 |   | $ | 40 |   | $ | 179 |   | $ | — |   | $ | 179 |   |
| Income  from fees and commissions   |   | 2                                 |       | 13 |   | 15 |   | (1 | ) | 14 |   | — |   | 14 |   |
| Loan  servicing fees                |   | —                            |       | — |   | — |   | 5 |   | 5 |   | — |   | 5 |   |
| Net  gain on sale of loans          |   | —                            |       | — |   | — |   | 102 |   | 102 |   | (12 | ) | 90 |   |
| Segment  income (loss) before taxes |   | 86                                |       | 44 |   | 130 |   | 92 |   | 222 |   | (31 | ) | 191 |   |
| Non-cash  items:                    |   |                              |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                        |   | —                            |       | 2 |   | 2 |   | 4 |   | 6 |   | 1 |   | 7 |   |
| ESOP  and stock plans expense       |   | —                            |       | 1 |   | 1 |   | 4 |   | 5 |   | 1 |   | 6 |   |
| Total  Assets                       |   | $                                 | 15,651     |   | $ | 479 |   | $ | 16,130 |   | $ | 4,494 |   | $ | 20,624 |   | $ | 448 |   | $ | 21,072 |   |

 
|                                |   | **Quarter  Ended March 31, 2001** |       |
|-------------------------------------|--------|-----------------------------------|------------|
|                                |   |                              | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** |   | ** ** | **Consolidated  Continuing  Operations** | ** ** |
|                                |   | **Balance  Sheet  Management**    | ** ** | **Consumer  Banking** | ** ** | **Sub-total  Banking** | ** ** | **Mortgage  Banking** | ** ** | **Segments  Total** | ** ** |   | ** ** | ** ** |
| ***(In millions)***                 |   | ** **                        | ** ** | ** ** | ** ** | ** ** | **Other** | ** ** | ** ** |
| Net  interest income                |   | $                                 | 66         |   | $ | 53 |   | $ | 119 |   | $ | 15 |   | $ | 134 |   | $ | — |   | $ | 134 |   |
| Income  from fees and commissions   |   | 1                                 |       | 11 |   | 12 |   | (1 | ) | 11 |   | — |   | 11 |   |
| Loan  servicing fees                |   | —                            |       | — |   | — |   | 3 |   | 3 |   | (1 | ) | 2 |   |
| Net  gain on sale of loans          |   | —                            |       | — |   | — |   | 72 |   | 72 |   | (7 | ) | 65 |   |
| Segment  income (loss) before taxes |   | 72                                |       | 29 |   | 101 |   | 47 |   | 148 |   | (26 | ) | 122 |   |
| Non-cash  items:                    |   |                              |       |   |   |   |   |   |   |   |   |   |   |   |   |
| Depreciation                        |   | —                            |       | 2 |   | 2 |   | 4 |   | 6 |   | 1 |   | 7 |   |
| Goodwill  amortization              |   | —                            |       | 12 |   | 12 |   | — |   | 12 |   | — |   | 12 |   |
| ESOP  and stock plans expense       |   | —                            |       | 1 |   | 1 |   | 2 |   | 3 |   | 1 |   | 4 |   |
| Total  Assets                       |   | $                                 | 12,658     |   | $ | 519 |   | $ | 13,177 |   | $ | 2,878 |   | $ | 16,055 |   | $ | 1,257 |   | $ | 17,312 |   |

 

----

*(1)  Balance sheet management largely consists ofthe mortgage portfolio, MBS and investment securities.*

*(2)**       Consumer Banking segmentexcludes intercompany funds transfers. Intersegment assets and liabilitieseliminated for consolidation purposes were $10.8 billion and $11.0 billion forthe quarters ended March 31, 2002 and 2001, respectively.*

*(3)**       The other column includesthe assets of the discontinued business segment.*

*(4)**       Other includes intercompanyeliminations and unallocated administrative expenses.*

 

17

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**10.    StockRepurchase Program**

 

In February 2001, theCompany’s Board of Directors authorized a new share repurchase program of up to5%, or approximately five million, of its outstanding shares. The repurchasewill be at the Company’s discretion, based on ongoing assessments of thecapital needs of the business and the market valuation of its stock.

 

As of March 31, 2002, theCompany repurchased 2,009,200 shares under this program, at a cost ofapproximately $72 million. The repurchased shares are being held intreasury.

 

18

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**Item 2 - Management’s Discussion andAnalysis of**

**Financial Condition and Results ofOperations**

 
|                                                                     |   | **Quarter  Ended**  |       |
|--------------------------------------------------------------------------|--------|---------------------|------------|
|                                                                     |   | **March 31,  2002** | ** ** | **Dec. 31,  2001** | ** ** | **Sept. 30,  2001** | ** ** | **June 30,  2001** | ** ** | **March 31,  2001** | ** ** |
| ***(Dollars in millions, except per share  data)***                      |   | ** **          | ** ** | ** ** | ** ** | ** ** |
| **Performance  Ratios – Continuing Operations (Annualized):**       |   |                |       |   |   |   |   |   |   |   |   |
| Return  on average assets                                                |   | 2.39                | %          | 2.28 | % | 2.31 | % | 2.43 | % | 1.82 | % |
| Return  on average equity                                                |   | 27.50               |       | 20.68 |   | 20.19 |   | 20.05 |   | 14.17 |   |
| Net  interest margin                                                     |   | 4.03                |       | 4.03 |   | 3.97 |   | 3.84 |   | 3.94 |   |
| Net  interest spread during period                                       |   | 3.88                |       | 3.73 |   | 3.68 |   | 3.52 |   | 3.59 |   |
| Operating  expense to average assets                                     |   | 1.99                |       | 2.22 |   | 2.08 |   | 2.02 |   | 2.09 |   |
| Total  non-interest expense to operating revenue                         |   | 23.3                |       | 27.5 |   | 24.3 |   | 22.8 |   | 25.8 |   |
| Efficiency  ratio *(1)*                                                  |   | 34.5                |       | 38.0 |   | 34.3 |   | 32.3 |   | 38.7 |   |
| Average  interest-earning assets to average interest-bearing liabilities |   | 1.05                | x          | 1.09 | x | 1.07 | x | 1.08 | x | 1.08 | x |
|                                                                     |   |                |       |   |   |   |   |   |   |   |   |
| **Per  Share Data:**                                                     |   |                |       |   |   |   |   |   |   |   |   |
| Basic  earnings per share – continuing operations                   |   | $                   | 1.36       |   | $ | 1.30 |   | $ | 1.26 |   | $ | 1.21 |   | $ | 0.83 |   |
| Diluted  earnings per share – continuing operations                 |   | 1.32                |       | 1.28 |   | 1.23 |   | 1.18 |   | 0.81 |   |
| Book  value per common share                                             |   | 19.15               |       | 18.39 |   | 25.11 |   | 24.11 |   | 23.56 |   |
| Tangible  book value per common share                                    |   | 14.82               |       | 14.00 |   | 16.33 |   | 15.09 |   | 14.25 |   |
| Dividends  per share                                                     |   | 0.25                |       | 0.25 |   | 0.25 |   | 0.25 |   | 0.25 |   |
| Shares  used in calculations (in thousands):                             |   |                |       |   |   |   |   |   |   |   |   |
| Average  *(2)*                                                           |   | 91,346              |       | 90,292 |   | 91,892 |   | 91,212 |   | 90,475 |   |
| Period-end  *(3)*                                                        |   | 91,372              |       | 90,108 |   | 91,755 |   | 91,426 |   | 90,755 |   |
| Total                                                                    |   | 100,119             |       | 99,762 |   | 101,031 |   | 101,063 |   | 100,583 |   |
|                                                                     |   |                |       |   |   |   |   |   |   |   |   |
| **Asset  Quality Ratios – continuing operations:**                  |   |                |       |   |   |   |   |   |   |   |   |
| Non-performing  loans to mortgage loans held for investment              |   | 1.99                | %          | 2.04 | % | 1.90 | % | 2.11 | % | 2.26 | % |
| Non-performing  assets to total assets                                   |   | 0.98                |       | 1.06 |   | 0.97 |   | 1.02 |   | 1.12 |   |
| Allowance  for loan losses to non-performing loans                       |   | 38.1                |       | 36.8 |   | 48.4 |   | 48.2 |   | 49.2 |   |
| Allowance  for loan losses to mortgage loans held for investment         |   | 0.76                |       | 0.75 |   | 0.92 |   | 1.02 |   | 1.11 |   |
| Net  loan charge-off experience to average total loans                   |   | 0.02                |       | 0.03 |   | 0.04 |   | 0.04 |   | 0.11 |   |
| Ratio  of allowance for loan losses to net charge-offs                   |   | 43.2                |       | 16.0 |   | 25.7 |   | 27.1 |   | 10.3 |   |
|                                                                     |   |                |       |   |   |   |   |   |   |   |   |
| **Capital  Data:**                                                       |   |                |       |   |   |   |   |   |   |   |   |
| Tier  I Capital (to risk weighted assets)                                |   | 11.42               | %          | 10.10 | % | 9.79 | % | 9.43 | % | 9.24 | % |
| Total  Risk Based Capital (to risk weighted assets)                      |   | 13.09               |       | 11.72 |   | 11.36 |   | 11.02 |   | 10.91 |   |
| Tier  I Capital to average assets                                        |   | 7.82                |       | 7.23 |   | 8.80 |   | 9.20 |   | 9.59 |   |
| Tangible  equity to tangible managed assets                              |   | 5.40                |       | 5.06 |   | 5.60 |   | 5.27 |   | 5.17 |   |
| Tangible  equity to managed receivables                                  |   | 7.17                |       | 6.17 |   | 6.72 |   | 6.46 |   | 6.45 |   |
| Purchase  of treasury stock                                              |   | 13                  |       | 44 |   | 15 |   | — |   | 12 |   |
|                                                                     |   |                |       |   |   |   |   |   |   |   |   |
| **Other Data:**                                                          |   |                |       |   |   |   |   |   |   |   |   |
| Mortgage  loan originations                                              |   | $                   | 6,434      |   | $ | 8,428 |   | $ | 6,792 |   | $ | 6,848 |   | $ | 4,217 |   |
| Total  managed assets *(4)*                                              |   | 25,642              |       | 25,133 |   | 26,890 |   | 26,614 |   | 25,197 |   |
| Total  managed receivables *(5)*                                         |   | 19,024              |       | 20,256 |   | 21,720 |   | 21,042 |   | 19,496 |   |
| Earnings to combined fixed charges: *(5)*                                |   |                |       |   |   |   |   |   |   |   |   |
| Excluding  interest on deposits                                          |   | 16.52               |       | 16.41 |   | 15.64 |   | 14.46 |   | 10.10 |   |
| Including  interest on deposits                                          |   | 3.09                |       | 2.79 |   | 2.52 |   | 2.34 |   | 1.89 |   |
| Full-service  consumer bank offices                                      |   | 74                  |       | 74 |   | 74 |   | 74 |   | 74 |   |

 

----

*(1)**       Theefficiency ratio is calculated by dividing general and administrative expensesby the sum of net interest income and non-interest income.*

*(2)**       Usedin the calculation of fully diluted earnings per share.*

*(3)**       Usedin the calculation of common book value and tangible common book value ratios.*

*(4)**       Managedassets are the sum of total assets and off-balance sheet managed receivables.*

*(5)**       Managedreceivables are the sum of on-balance sheet loans and off-balance sheet managedreceivables.*

*(6)**       Forpurposes of computing the ratio of earnings to combined fixed charges, earningsrepresent net income plus applicable income taxes and fixed charges of aconsolidated subsidiary. Fixed charges represent interest expense on long-termdebt and one-third (the portion deemed to be representative of the interestfactor) of rents.*

 

19

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**1.       GENERAL**

 

GreenPoint Financial Corp. (the “Company” or “GreenPoint”) a leadingnational specialty housing finance company with more than $25 billion inmortgage originations in 2001, has two principal businesses. GreenPointMortgage (“GPM”), headquartered in Novato, California, is a leading nationallender in non-conforming residential mortgages, specializing in “Alternative A”(“Alt A”) mortgage loans. GreenPoint Bank (the “Bank”), a New York Statechartered savings bank, is the third largest thrift depository in the GreaterNew York area with $11 billion in deposits in 74 branches serving more than400,000 households.

 

**ForwardLooking Statements**

 

This Quarterly Report on Form 10-Q containscertain forward-looking statements, which are based on management’s currentexpectations. These forward-looking statements include information concerningpossible or assumed future results of operations, trends, financial results andbusiness plans, including those relating to earnings growth; revenue growth;origination volume in the Company’s mortgage business; non-interest incomelevels, including fees from product sales; credit performance on loans made bythe Company; tangible capital generation; margins on sales or securitizationsof loans; market share; expense levels; and other business operations andstrategies. For these statements, GreenPoint claims the protection of the safeharbor for forward-looking statements contained in the Private SecuritiesLitigation Reform Act of 1995 to the extent provided by applicable law.Forward-looking statements involve inherent risks and uncertainties. We cautionyou that a number of important factors could cause actual results to differmaterially from those contained in any forward-looking statement. Such factorsinclude, but are not limited to: risks and uncertainties related toacquisitions, divestitures and terminating business segments, including relatedintegration and restructuring activities; prevailing economic conditions; changesin interest rates, loan demand, real estate values, and competition, which canmaterially affect origination levels and gain on sale results in the Company’smortgage business; the level of defaults, losses and prepayments on loans madeby the Company, whether held in portfolio, sold in the whole loan secondarymarkets or securitized, which can materially affect required loan loss reservelevels and the Company’s periodic valuation of its retained interests fromsecuritizations; changes in accounting principles, policies, and guidelines;adverse changes or conditions in capital or financial markets, which canadversely affect the ability of the Company to sell or securitize loanoriginations on a timely basis or at prices which are acceptable to the Company;actions by rating agencies and the affects of these actions on the Company’sbusinesses, operations and funding requirements; changes in any applicable law,rule, regulation or practice with respect to tax or legal issues; othereconomic, competitive, governmental, regulatory, and technological factorsaffecting the Company’s operations, pricing, products and services; and therisk factors or other uncertainties described from time to time in theCompany’s filings with the Securities and Exchange Commission, including theRisk Factors section included in the Company’s Annual Report on Form 10-K forthe fiscal year ended December 31, 2001 filed with the Securities and ExchangeCommission on March 29, 2002. The forward-looking statements are made as of thedate of this report, and the Company assumes no obligation to update theforward-looking statements or to update the reasons why actual results coulddiffer from those projected in the forward-looking statements.

 

The Company regularly explores opportunities foracquisitions of and holds discussions with financial institutions and relatedbusinesses, and also regularly explores opportunities for acquisitions ofliabilities and assets of financial institutions and other financial servicesproviders. The Company routinely analyzes its lines of business and from timeto time may increase, decrease or terminate one or more activities.

 

20

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**2.       OPERATINGRESULTS – CONTINUING OPERATIONS**

 

**Overview of first quarter 2002financial results:**

 

•                                            Netincome from continuing operations was $1.32 per diluted share, or $120 million,an increase of 64% over the first quarter of 2001. The results reflect strengthin the Company’s specialty mortgage and consumer banking business. The mortgagebanking business continued to grow its share of the mortgage market, partiallyoffsetting the effects of the waning refinance boom, and the consumer bankingbusiness continued to achieve growth in core account balances and fee income.

 

•                                            Totalmortgage loan originations for the first quarter of 2002 were $6.4 billion, anincrease of 53% over the $4.2 billion originated during the first quarter of2001.

 

•                                            Mortgagesales and securitizations totaled $5.6 billion resulting in realized gains of$90 million, compared with sales and securitizations of $2.9 billion and a gainof $65 million in the comparative quarter a year ago.

 

•                                            Netinterest income from continuing operations totaled $179 million, an increase of34% over the $134 million in the first quarter of 2001. The net interest marginremained strong at 4.03%, increasing from 3.94% in the first quarter of 2001.

 

•                                            Assetquality in the mortgage portfolio remained strong. Non-performing loans were1.99% of mortgage loans held for investment, compared with 2.26% at the end ofthe first quarter a year ago.

 

•                                            GreenPointcontinues to maintain a strong capital position with a leverage ratio of 7.82%,a Tier 1 risk-based ratio of 11.42% and a total risk-based capital ratio of13.09% at March 31, 2002.

 

•                                            Thenet income from discontinued operations was $0.01 per share, or $2 million.

 

•                                            Includingthe results of the discontinued operations, net income for the first quarter of2002 was $122 million or $1.33 per diluted share, an increase of 56% over the$78 million or $0.86 per diluted share in the year ago quarter.

 

**Business Segment Results:**

 

•                                            TheMortgage Banking business earned $92 million before taxes, up from $47 millionin the first quarter of 2001. The improvement was driven by loan sales andsecuritization revenues of $102 million, versus $72 in the previous quarter ayear ago. The increase resulted from higher volumes of loans sold andsecuritized, reflecting strong originations arising from a continued favorableinterest rate environment and increased market share penetration. Net interestincome of $40 million versus $15 million in the previous quarter a year ago,benefited from higher average loans held for sale commensurate with greaterorigination volume.

 

•                                            TheConsumer Banking business, which includes spreads earned on average deposits of$10.8 billion and consumer banking fees, had income of $44 million before taxesas compared with $29 million in the first quarter of 2001. The growth reflectshigher core deposit balances, wider spreads earned on those balances, andhigher fee income which grew 18%, compared with the first quarter 2001. Theincrease over the year ago period was also due to the discontinuance ofgoodwill amortization due to the accounting rule change that took effectJanuary 1, 2002.

 

21

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•                                            TheBalance Sheet Management segment derives earnings from the spread betweenyields on loans and marketable securities, and funding costs, which arecomprised of deposit balances at their match-funded transfer-priced rates andwholesale funds. Net income before taxes was $86 million, compared with $72million in the first quarter of 2001. The increase was attributable to higheraverage earning assets, both in the loan and securities portfolios.

 

•                                            Whencombined, the Consumer Banking and Balance Sheet Management segments present acomplete picture of the Company’s traditional banking business. It portrays adepository institution which includes deposit gathering, associated fee income,and the investment of those deposits, and additional market borrowings. Thetotal banking business earned $130 million before taxes, compared with $101million in prior comparative period. As such, it provided more than half ofpretax income before unallocated corporate expenses and eliminations, with themortgage banking segment providing the remainder.

 

**Supplemental Performance Measurements-****Cash Earnings**

 

Cashearnings is a non-GAAP measurement that is defined as net income fromcontinuing operations less non-cash charges related to goodwill and theEmployee Stock Ownership Plan (“ESOP”). The non-cash expenses, unlike otherexpenses incurred by the Company, do not reduce GreenPoint’s tangible capitalthereby enabling the Company to increase shareholder value through the growthof earning assets, increases in cash dividends and additional repurchases ofthe Company’s stock.

 
|                                             |   | **Quarter Ended**   |   |
|--------------------------------------------------|--------|---------------------|--------|
|                                             |   | **March 31,  2002** |   | **Dec. 31,  2001** |   | **Sept. 30,  2001** |   | **June 30,  2001** |   | **March 31,  2001** |   |
| ***(In millions)***                              |   |                |   |   |   |   |
| Net income from continuing operations            |   | $                   | 120    |   | $ | 115 |   | $ | 113 |   | $ | 108 |   | $ | 73 |   |
| Add back:                                        |   |                |   |   |   |   |   |   |   |   |   |
| Goodwill amortization                            |   | —              |   | 11 |   | 11 |   | 11 |   | 12 |   |
| Employee Stock Ownership and stock plans expense |   | 6                   |   | 5 |   | 5 |   | 5 |   | 4 |   |
| Cash earnings from continuing operations         |   | $                   | 126    |   | $ | 131 |   | $ | 129 |   | $ | 124 |   | $ | 89 |   |
|                                             |   |                |   |   |   |   |   |   |   |   |   |
| Cash earnings per share (1)                      |   | $                   | 1.38   |   | $ | 1.45 |   | $ | 1.41 |   | $ | 1.36 |   | $ | 0.98 |   |
|                                             |   |                |   |   |   |   |   |   |   |   |   |
| **Performance  Ratios (Annualized)**             |   |                |   |   |   |   |   |   |   |   |   |
| Cash  earnings return on average assets          |   | 2.50                | %      | 2.59 | % | 2.65 | % | 2.79 | % | 2.22 | % |
| Cash  earnings return on average equity          |   | 28.87               |   | 23.49 |   | 23.16 |   | 23.02 |   | 17.22 |   |
| Cash  earnings return on tangible equity         |   | 37.66               |   | 37.13 |   | 37.15 |   | 38.35 |   | 29.97 |   |

 

----

*(1)**       Basedon the weighted average shares used to calculate diluted earnings per share.*

 

**NetInterest Income**

 

Net interest income  –continuing operations, on a fully taxable-equivalent basis increased by $47million, or 35%, to $183 million for the quarter ended March 31, 2002 from $136in the comparable period in 2001. Net interest income benefited from anincrease in average earning assets, which included an increase in mortgageloans held for investment, loans held for sale and investment securities. Thenet interest margin increased to 4.03% from 3.94% in the year ago period.

 

Average earning assetsincreased by $4.4 billion, or 32% to $18.1 billion in the quarter from $13.7billion a year ago. The increase reflected growth in loans held for sale andhigher mortgage loans held for investment due to higher origination volume, andhigher investment securities. The yield on interest-earning assets and ratespaid on interest-bearing liabilities declined in both the quarterly andyear-to-date comparison due to declining market interest rates.

 

22

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**Average Consolidated Balance Sheet, Interest and Rates**

 

The following table sets forth certain information relating to thecontinuing operations of the Company’s average statements of financialcondition (unaudited) and statements of income (unaudited) for the quarterended March 31, 2002 and 2001, and reflects the average yield on assets andaverage cost of liabilities for the periods indicated. Such annualized yieldsand costs are derived by dividing income or expense by the average balance ofassets or liabilities, respectively, for the periods shown. Average balancesare derived from average daily balances. Average balances and yields includenon-accrual loans. The yields and costs include fees that are consideredadjustments to yields. Interest and yields are presented on ataxable-equivalent yield basis.

 
|                                                                                       |   | **Quarter  Ended**   |   |
|--------------------------------------------------------------------------------------------|--------|----------------------|--------|
|                                                                                       |   | **March 31,  2002**  |   | **March 31,  2001** |   |
| *****(Taxable-equivalent interest and rates, in millions) (1)***                           |   | **Average  Balance** |   | **Interest** |   | **Average  Yield/  Cost** |   | **Average  Balance** |   | **Interest** |   | **Average  Yield/  Cost** |   |
| **Assets:**                                                                                |   |                 |   |   |   |   |   |   |   |   |   |   |   |
| Interest-earning assets:                                                                   |   |                 |   |   |   |   |   |   |   |   |   |   |   |
| Mortgage loans held for investment (2)                                                     |   | $                    | 10,179 |   | $ | 194 |   | 7.64 | % | $ | 8,198 |   | $ | 179 |   | 8.71 | % |
| Other loans (2)                                                                            |   | 20                   |   | — |   | 8.48 |   | 24 |   | — |   | 8.75 |   |
| Loans held for sale                                                                        |   | 3,554                |   | 59 |   | 6.77 |   | 1,946 |   | 40 |   | 8.47 |   |
| Money market investments (3)                                                               |   | 32                   |   | 1 |   | 1.61 |   | 190 |   | 3 |   | 5.78 |   |
| Securities (4)                                                                             |   | 4,033                |   | 58 |   | 5.71 |   | 3,139 |   | 56 |   | 7.08 |   |
| Other interest-earning assets                                                              |   | 282                  |   | 9 |   | 13.01 |   | 244 |   | 9 |   | 15.70 |   |
| Total interest-earning assets                                                              |   | 18,100               |   | 321 |   | 7.11 |   | 13,741 |   | 287 |   | 8.39 |   |
| Non-interest earning assets (5)                                                            |   | 1,087                |   |   |   |   |   | 1,283 |   |   |   |   |   |
| Total assets                                                                               |   | $                    | 19,187 |   |   |   |   |   | $ | 15,024 |   |   |   |   |   |
|                                                                                       |   |                 |   |   |   |   |   |   |   |   |   |   |   |
| **Liabilities and Stockholders’  Equity:**                                            |   |                 |   |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing liabilities:                                                              |   |                 |   |   |   |   |   |   |   |   |   |   |   |
| Savings                                                                                    |   | $                    | 1,244  |   | 5 |   | 1.47 |   | $ | 1,209 |   | 6 |   | 2.02 |   |
| Demand deposits and N.O.W.                                                                 |   | 678                  |   | 1 |   | 0.47 |   | 571 |   | 1 |   | 0.47 |   |
| Money market and variable rate savings                                                     |   | 3,094                |   | 15 |   | 1.99 |   | 2,541 |   | 21 |   | 3.46 |   |
| Term certificates of deposit                                                               |   | 5,728                |   | 58 |   | 4.11 |   | 6,747 |   | 96 |   | 5.77 |   |
| Mortgagors’ escrow                                                                    |   | 84                   |   | — |   | 1.78 |   | 96 |   | 1 |   | 3.26 |   |
| Other borrowed funds                                                                       |   | 5,946                |   | 49 |   | 3.30 |   | 1,091 |   | 16 |   | 5.71 |   |
| Senior bank notes                                                                          |   | 134                  |   | 2 |   | 6.73 |   | 134 |   | 2 |   | 7.04 |   |
| Subordinated bank notes                                                                    |   | 150                  |   | 3 |   | 9.36 |   | 150 |   | 3 |   | 9.36 |   |
| Guaranteed preferred beneficial interest in  Company’s junior subordinated debentures |   | 200                  |   | 5 |   | 9.16 |   | 200 |   | 5 |   | 9.16 |   |
| Total interest-bearing liabilities                                                         |   | 17,258               |   | 138 |   | 3.23 |   | 12,739 |   | 151 |   | 4.80 |   |
| Other liabilities (6)                                                                      |   | 177                  |   |   |   |   |   | 217 |   |   |   |   |   |
| Total liabilities                                                                          |   | 17,435               |   |   |   |   |   | 12,956 |   |   |   |   |   |
| Stockholders’ equity                                                                  |   | 1,752                |   |   |   |   |   | 2,068 |   |   |   |   |   |
| Total liabilities and stockholders’ equity                                            |   | $                    | 19,187 |   |   |   |   |   | $ | 15,024 |   |   |   |   |   |
| Net interest income/interest rate spread (7)                                               |   |                 |   | $ | 183 |   | 3.88 | % |   |   | $ | 136 |   | 3.59 | % |
| Net interest-earning assets/net interest margin (8)                                        |   | $                    | 842    |   |   |   | 4.03 | % | $ | 1,002 |   |   |   | 3.94 | % |
| Ratio of interest-earning assets to interest-earning  liabilities                          |   | 1.05                 | x      |   |   |   |   | 1.08 | x |   |   |   |   |

* *

----

*(1)**       Netinterest income is calculated on a taxable-equivalent basis.*

*(2)**       Incomputing the average balances and average yield on loans, non-accruing loanshave been included.*

*(3)**       Includesinterest-bearing deposits in other banks, federal funds sold and securitiespurchased under agreements to resell.*

*(4)**       Theaverage yield does not give effect to changes in fair value that are reflectedas a component of stockholders’ equity.*

*(5)**       Includesgoodwill, banking premises and equipment, servicing assets, deferred taxassets, accrued interest receivable, and other miscellaneous non-interestearning assets.*

*(6)**       Includesaccrued interest payable, accounts payable and other miscellaneous non-interestbearing obligations of the Company.*

*(7)**       Netinterest rate spread represents the difference between the average yield oninterest-earning assets and the average cost of interest-bearing liabilities.*

*(8)**       Netinterest margin represents net interest income divided by averageinterest-earning assets.*

 

23

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**Rate/Volume Analysis**

 

The following tablepresents the effects of changes in interest rates and changes in volume ofinterest-earning assets and interest-bearing liabilities on the Company’sinterest income on a tax equivalent basis and interest expense during theperiods indicated. Information is provided in each category on changes (i)attributable to changes in volume (changes in volume multiplied by prior rate),(ii) changes attributable to changes in rate (changes in rate multiplied byprior volume), and (iii) the net change. The changes attributable to thecombined impact of volume and rate have been allocated proportionately tovolume and rate.

 
|                                                                                       |   | **Quarter Ended March 31, 2002  Compared to  Quarter Ended March 31, 2001  Increase/(Decrease)** |   |
|--------------------------------------------------------------------------------------------|--------|--------------------------------------------------------------------------------------------------|--------|
|                                                                                       |
|                                                                                       |
|                                                                                       |
|                                                                                       |   | **Due to**                                                                                       |   |   |   |
|                                                                                       |   | **Average  Volume**                                                                              |   | **Average  Rate** |   | **Net  Change** |   |
| ***(In millions)***                                                                        |
| Mortgage  loans held for investment (1)                                                    |   | $                                                                                                | 39     |   | $ | (24 | ) | $ | 15 |   |
| Other  loans (1)                                                                           |   | —                                                                                           |   | — |   | — |   |
| Loans  held for sale                                                                       |   | 27                                                                                               |   | (8 | ) | 19 |   |
| Money  market investments (2)                                                              |   | (3                                                                                               | )      | 1 |   | (2 | ) |
| Securities                                                                                 |   | 14                                                                                               |   | (12 | ) | 2 |   |
| Other  interest-earning assets                                                             |   | 1                                                                                                |   | (1 | ) | — |   |
| Total  interest earned on assets                                                           |   | 78                                                                                               |   | (44 | ) | 34 |   |
| Savings                                                                                    |   | (1                                                                                               | )      | — |   | (1 | ) |
| Demand  deposits and N.O.W.                                                                |   | —                                                                                           |   | — |   | — |   |
| Money  market and variable rate savings                                                    |   | 3                                                                                                |   | (9 | ) | (6 | ) |
| Term  certificates of deposit                                                              |   | (13                                                                                              | )      | (25 | ) | (38 | ) |
| Mortgagors’  escrow                                                                   |   | —                                                                                           |   | (1 | ) | (1 | ) |
| Other  borrowed funds                                                                      |   | 43                                                                                               |   | (10 | ) | 33 |   |
| Senior  bank notes                                                                         |   | —                                                                                           |   | — |   | — |   |
| Subordinated  bank notes                                                                   |   | —                                                                                           |   | — |   | — |   |
| Guaranteed  preferred beneficial interest in Company’s junior subordinated debentures |   | —                                                                                           |   | — |   | — |   |
| Total  interest paid on liabilities                                                        |   | 32                                                                                               |   | (45 | ) | (13 | ) |
| Net  change in net interest income                                                         |   | $                                                                                                | 46     |   | $ | 1 |   | $ | 47 |   |

 

----

*(1)**       Incomputing the volume and rate components of net interest income for loans,non-accrual loans have been included.*

*(2)**       Includesinterest-bearing deposits in other banks, federal funds sold and securitiespurchased under agreements to resell.*

 

24

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**Provision for loan losses**

 

The provision for loan losses was approximately $0.4 million for boththe first quarter of 2002 and 2001. Charge-offs for each of the quarters endedMarch 31, 2002 and 2001 on the residential mortgage portfolio were essentiallyunchanged. The provision equaled net charge-offs for both periods.

 

**Non-Interest Income**

 

The following tablesummarizes the components of non-interest income:

 
|                                    |   | **Quarter Ended  March 31,** |   |
|-----------------------------------------|--------|------------------------------|--------|
|                                    |   |                         |
| ***(In millions)***                     |   | **2002**                     |   | **2001** |   |
| Income  from fees and commissions:      |   |                         |   |   |   |
| Loan  servicing fees                    |   | $                            | 5      |   | $ | 2 |   |
| Banking  services fees and commissions  |   | 13                           |   | 10 |   |
| Fees,  commissions and other income     |   | 1                            |   | 1 |   |
| Total  income from fees and commissions |   | 19                           |   | 13 |   |
| Net  gain on sales of mortgage loans    |   | 90                           |   | 65 |   |
| Net  gain on securities                 |   | 3                            |   | 6 |   |
| Total  non-interest income              |   | $                            | 112    |   | $ | 84 |   |

 

Non-interest income was$112 million for the quarter, an increase of $28 million or 33% from $84 in theyear ago quarter. The increase versus the year ago period is primarily due tothe $25 million increase in gain on sales of mortgage loans as result of higherorigination volumes. The gain on sale of loans is described in further detailin the following paragraphs.

 

Income from fees andcommissions was $19 million versus $13 million in the year ago quarter, whichis partially offset by a decline of $3 million in the gain on sale ofsecurities. The increase included a $3 million increase in banking fees due toan increase in the number of checking accounts. The $3 million increase in loanservicing fees reflects the impact of a $3 million servicing asset impairmentrecorded in the first quarter of 2001.

 

25

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*Gain onsale of loans:*

 

The following tablesummarizes loans sold and average margins earned:

 
|                                  |   | **Quarter Ended  March 31,** |   |
|---------------------------------------|--------|------------------------------|--------|
|                                  |   |                         |
| ***(In millions)***                   |   | **2002**                     |   | **2001** |   |
| **Whole  loan — Mortgage:**      |   |                         |   |   |   |
| Sales                                 |   | $                            | 5,454  |   | $ | 2,836 |   |
| Gain on sale                          |   | $                            | 86     |   | $ | 62 |   |
| Average margin                        |   | 1.58                         | %      | 2.18 | % |
| Average margin  by product type:      |   |                         |   |   |   |
| Specialty  products (1)               |   | 2.98                         | %      | 2.85 | % |
| Home equity /  Seconds                |   | 1.70                         | %      | 2.75 | % |
| Agency / Jumbo                        |   | 0.70                         | %      | 0.37 | % |
| **Securitizations  — Mortgage:** |   |                         |   |   |   |
| Sales                                 |   | $                            | 163    |   | $ | 79 |   |
| Gain on sale (2)                      |   | $                            | 4      |   | $ | 3 |   |
| Average margin                        |   | 2.32                         | %      | 3.42 | % |

 

----

*(1)  Specialty products includes: Alt A, No Docand A minus programs.*

*(2)  Includes draws from prior periodsecuritizations.*

 

Gain on sale of mortgageloans increased for the quarter, principally due to a higher volume of loanssold. The decline in average sale margin from 2.18% to 1.58% reflects a changein the mix of loans sold as a higher percentage of loans originated and soldrepresented agency and jumbo mortgage loans which traditionally generate alower margin than specialty products. The margin earned on specialty productscontinued very strong at 2.98%, compared with 2.85% a year ago. The marginearned on agency/jumbo sales also increased from 0.37% to 0.70%. The Companydid not securitize home equity lines of credit during the first quarters of2002 or 2001.

 

26

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**Non-Interest Expense**

 

The following is asummary of the components of non-interest expense:

 
|                                              |   | **Quarter Ended  March 31,** |   |
|---------------------------------------------------|--------|------------------------------|--------|
|                                              |   |                         |
| ***(In millions)***                               |   | **2002**                     |   | **2001** |   |
| Salaries  and benefits                            |   | $                            | 49     |   | $ | 41 |   |
| Employee  Stock Ownership and stock plans expense |   | 6                            |   | 4 |   |
| Net  expense of premises and equipment            |   | 18                           |   | 18 |   |
| Advertising                                       |   | 3                            |   | 2 |   |
| Federal  deposit insurance premiums               |   | 1                            |   | 1 |   |
| Other  administrative expenses                    |   | 24                           |   | 18 |   |
| Total  general and administrative expenses        |   | 101                          |   | 84 |   |
| Other  real estate owned operating income, net    |   | (1                           | )      | — |   |
| Goodwill  amortization                            |   | —                       |   | 12 |   |
| Total  non-interest expense                       |   | $                            | 100    |   | $ | 96 |   |

 

Excluding goodwill amortization expense in the first quarter of 2001,total non-interest expense increased $16 to $100 million in the first quarterof 2002. Salaries and benefits increased $8 million principally due toadditional staff and incentive commissions related to the higher mortgagevolume. Employee stock ownership and stock plans expense increased $2 milliondue to a higher average stock price versus the same period a year ago. Theincrease of $6 million in other administrative costs was primarily associatedwith increased mortgage loan processing costs. The Company’s efficiency ratio,which relates operating expenses to revenues, improved to 34.5% for thequarter, compared with 38.7% in the year ago quarter.

 

**Income Tax Expense**

 

Total income tax expenseincreased $22 million, or 45%, to $71 million for the first quarter of 2002versus the comparable period a year ago. The rise in the current quarter,compared to 2001, is due to higher pre-tax income partially offset by a declinein the effective tax rate from 39.85% in the first quarter of 2001 to 36.9% inthe first quarter of 2002.

 

**LoanOriginations**

 

The following tablesummarizes loan origination activity for each of the reported periods:

 
|                                            |   | **Quarter Ended  March 31,** |   |
|-------------------------------------------------|--------|------------------------------|--------|
|                                            |   |                         |
| ***(In millions)***                             |   | **2002**                     |   | **2001** |   |
| **Mortgage:**                                   |   |                         |   |   |   |
| Total  applications received                    |   | $                            | 12,036 |   | $ | 10,399 |   |
| Loans  originated:                              |   |                         |   |   |   |
| Specialty  products                             |   | $                            | 2,191  |   | $ | 2,239 |   |
| Home equity /  Seconds                          |   | 618                          |   | 424 |   |
| Agency / Jumbo                                  |   | 3,625                        |   | 1,554 |   |
| Total loans  originated                         |   | $                            | 6,434  |   | $ | 4,217 |   |
| Commitments to  originate loans (end of period) |   | $                            | 5,931  |   | $ | 5,640 |   |
| Loans held for  sale (end of period)            |   | $                            | 4,175  |   | $ | 2,643 |   |

 

Total loan originationsduring the quarter for the mortgage business were $6.4 billion, up from $4.2billion during the first quarter of 2001. Specialty product originations wereessentially unchanged at $2.2 billion while Agency / Jumbo originationsincreased from $1.6 billion to $3.6 billion reflecting declining interest ratesand increased market share.

 

27

----

 

**Non-Performing Assets:**

 

Non-performing assetsconsist of non-accruing loans and other real estate owned. For the three monthsended March 31, 2002, non-performing assets decreased by 3%. The ratio ofnon-performing loans to loans held for investment fell to 1.99% at March 31,2002 from 2.04% at December 31, 2001 while the ratio of non-performing assetsto total assets fell to 0.98% at March 31, 2002 from 1.06% at December 31,2001. GreenPoint attempts to convert these assets to interest-earning assets asquickly as possible, while minimizing potential losses on conversion.

 

Non-performing assets,net of related specific reserves, were as follows:

 
|                                |   | **Mar. 31,  2002** |   | **Dec. 31,  2001** |   |
|-------------------------------------|--------|--------------------|--------|--------------------|--------|
| ***(In millions)***                 |   |               |   |
| Mortgage  loans secured by:         |   |               |   |               |   |
| Residential  one-to four-family     |   | $                  | 144    |               | $      | 177 |   |
| Residential  multi-family           |   | 6                  |   | 8                  |   |
| Commercial  property                |   | 46                 |   | 14                 |   |
| Other  loans                        |   | —             |   | 4                  |   |
| Total  non-performing loans (1)     |   | 196                |   | 203                |   |
| Total  other real estate owned, net |   | 10                 |   | 10                 |   |
| Total  non-performing assets        |   | $                  | 206    |               | $      | 213 |   |

 

----

*(1)**       Includes$6 million and $7 million of non-accrual mortgage loans under 90 days past dueat March 31, 2002 and December 31, 2001, respectively.*

 

**LoanServicing Portfolio**

 

The following tablesummarizes the dollar amount of loans serviced for GreenPoint and for others:

 
|                                 |   | **March 31,  2002** |   | **Dec. 31,  2001** |   |
|--------------------------------------|--------|---------------------|--------|--------------------|--------|
| ***(In millions)***                  |   |                |   |
| **Mortgage:**                        |   |                |   |               |   |
| Serviced  for GreenPoint (1)         |   | $                   | 13,448 |               | $      | 13,978 |   |
| Serviced  for others (third parties) |   | 11,070              |   | 11,796             |   |
| **Total loan servicing portfolio**   |   | $                   | 24,518 |               | $      | 25,774 |   |

 

----

*(1)  Includesloans held for sale and loans held for investment at end of period.*

 

28

----

 

**Allowance for Possible Loan Losses:**

 

The following is asummary of the provision and allowance for possible loan losses:

 
|                                                                    |   | **Quarter Ended  March 31,** |   |
|-------------------------------------------------------------------------|--------|------------------------------|--------|
|                                                                    |   |                         |
| ***(In millions)***                                                     |   | **2002**                     |   | **2001** |   |
| Balance  at beginning of period                                         |   | $                            | 81     |   | $ | 113 |   |
| Provision  charged to income:                                           |   |                         |   |   |   |
| Continuing                                                              |   | —                       |   | — |   |
| Discontinued                                                            |   | —                       |   | 5 |   |
| Charge-offs:                                                            |   |                         |   |   |   |
| Mortgage                                                                |   | —                       |   | — |   |
| Manufactured  housing                                                   |   | —                       |   | (6 | ) |
| Manufactured  housing — transfer to loans receivable held for sale |   | (3                           | )      | — |   |
| Recoveries:                                                             |   |                         |   |   |   |
| Mortgage                                                                |   | —                       |   | — |   |
| Manufactured  housing                                                   |   | —                       |   | 1 |   |
| Balance  at end of period                                               |   | $                            | 78     |   | $ | 113 |   |

 

Net mortgage loancharge-offs were approximately $0.4 million for the quarter ended March 31,2002, unchanged versus the comparable period a year ago.

 

**Capital Ratios**

 

The Company and the Bankare subject to various regulatory capital requirements administered by thefederal and state banking agencies. The Board of Governors of the FederalReserve System establishes minimum capital requirements for the consolidatedbank holding company, as well as for the Bank.

 

Under capital adequacyguidelines and the regulatory framework for prompt corrective action, the Bankmust meet specific capital guidelines that involve quantitative measures of itsassets, liabilities, and certain off balance sheet items as calculated underregulatory accounting practices. These guidelines require minimum ratios of risk-basedcapital to risk adjusted assets of 4% for Tier 1 capital and 8% for totalcapital. The Federal Reserve Board also has guidelines for a leverage ratiothat is designed to complement the risk-based capital ratios in determining theoverall capital adequacy of banks and bank holding companies. A minimumleverage ratio of Tier 1 capital to average total assets of 3% is required forbanks and bank holding companies, with an additional 100 to 200 basis pointsrequired for all but the highest rated institutions. Management believes, as ofMarch 31, 2002, that the Company and the Bank meet all capital adequacyrequirements to which it is subject.

 

FDICIA, among otherthings, identifies five capital categories for insured depository institutions(well capitalized, adequately capitalized, undercapitalized, significantlyundercapitalized and critically undercapitalized) and requires federal bankingregulatory agencies to implement systems for “prompt corrective action” forinsured depository institutions that do not meet minimum capital requirementsbased on these categories. As of March 31, 2002, the Bank was well capitalizedbased on the prompt corrective action guidelines.

 

The most recentnotification from the FDIC categorized the Bank as well capitalized under theregulatory framework for prompt corrective action. To be categorized as wellcapitalized, the Bank must maintain minimum Tier 1 capital, total capital andleverage ratios of 6%, 10% and 5%, respectively. There have been no conditionsor events since that notification that management believes have changed theCompany’s or Bank’s category.

 

29

----

 

The Company’s TotalCapital and Tier 1 Capital (to risk weighted assets) improved from 11.72% and10.10%, respectively, at December 31, 2001 to 13.09% and 11.42%, respectivelyat March 31, 2002. The improvement in the ratios is attributable to the growthin tangible capital resulting from earnings. The Company’s ratio of period-endstockholders’ equity to ending total assets at March 31, 2002 was 8.31%compared to 8.20% at December 31, 2001.

 

InOctober of 2001 the FDIC approved a final rule revising the regulatory capitaltreatment of recourse, direct credit substitutes, and residual interests insecuritizations. The final rule is effective for transactions settled on orafter January 1, 2002, with a one-year transition rule for transactions settledbefore that date. For transactions settled before January 1, 2002, banks candelay adoption of any provision until December 31, 2002 if adoption wouldresult in an increased capital charge. The adoption of the new rule will nothave a significant impact on GreenPoint’s risk-based capital ratios when fullyimplemented as of December 31, 2002.

 
|                                       |   |       |   |      |   | **Required for Capital  Adequacy Purposes** |   |
|--------------------------------------------|--------|------------|--------|-----------|--------|---------------------------------------------|--------|
|                                       |   | **Actual** |   |      |
| ***(In millions)***                        |   | **Amount** |   | **Ratio** |   | **Amount**                                  |   | **Ratio** |   |
| **As of  March 31, 2002**                  |   |       |   |      |   |                                        |   |   |   |
| Total  Capital (to Risk Weighted Assets):  |   |       |   |      |   |                                        |   |   |   |
| Company                                    |   | $          | 1,776  |      | 13.09  | %                                           | $      | 1,085 |   | 8.00 | % |
| Bank                                       |   | 1,765      |   | 13.01     |   | 1,085                                       |   | 8.00 |   |
| Tier  1 Capital (to Risk Weighted Assets): |   |       |   |      |   |                                        |   |   |   |
| Company                                    |   | $          | 1,549  |      | 11.42  | %                                           | $      | 543 |   | 4.00 | % |
| Bank                                       |   | 1,538      |   | 11.34     |   | 543                                         |   | 4.00 |   |
| Tier  1 Capital (to Average Assets):       |   |       |   |      |   |                                        |   |   |   |
| Company                                    |   | $          | 1,549  |      | 7.82   | %                                           | $      | 792 |   | 4.00 | % |
| Bank                                       |   | 1,538      |   | 7.78      |   | 790                                         |   | 4.00 |   |
|                                       |   |       |   |      |   |                                        |   |   |   |
| **As of  December 31, 2001**               |   |       |   |      |   |                                        |   |   |   |
| Total  Capital (to Risk Weighted Assets):  |   |       |   |      |   |                                        |   |   |   |
| Company                                    |   | $          | 1,669  |      | 11.72  | %                                           | $      | 1,139 |   | 8.00 | % |
| Bank                                       |   | 1,656      |   | 11.63     |   | 1,139                                       |   | 8.00 |   |
| Tier  1 Capital (to Risk Weighted Assets): |   |       |   |      |   |                                        |   |   |   |
| Company                                    |   | $          | 1,438  |      | 10.10  | %                                           | $      | 570 |   | 4.00 | % |
| Bank                                       |   | 1,426      |   | 10.01     |   | 570                                         |   | 4.00 |   |
| Tier  1 Capital (to Average Assets):       |   |       |   |      |   |                                        |   |   |   |
| Company                                    |   | $          | 1,438  |      | 7.23   | %                                           | $      | 796 |   | 4.00 | % |
| Bank                                       |   | 1,426      |   | 7.17      |   | 795                                         |   | 4.00 |   |

 

**ConsolidatedStatement of Financial Condition**

 

Total assets increased to$21.1 billion at March 31, 2002 from $20.2 billion at December 31, 2001. Thegrowth in the balance sheet reflects growth in securities available for sale of$1.8 billion offset mainly by the sale of manufactured housing loans with aprincipal balance of $843 million. The sale proceeds of the manufacturedhousing loans were reinvested in securities available for sale. Additionally,on-going management of the securities portfolio resulted in growth in theportfolio, taking advantage of the current interest rate environment. Thebalance sheet growth was primarily funded from growth in core deposits andmarket borrowings as securities sold under agreements to repurchase increased$549 million.

 

30

----

 

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**Item 3 - Quantitative and QualitativeDisclosure**

**about Market Risk**

 

**MarketRisk Management**

 

**Overview:**

The Company’s market risk exposure is limited solely to interest raterisk. Interest rate risk is defined as the sensitivity of the Company’s currentand future earnings to changes in the level of market interest rates. It arisesin the ordinary course of the Company’s business, as the repricingcharacteristics of its assets do not match those of its liabilities. Theresulting interest rate risk is managed by adjustments to the Company’sinvestment portfolios and the maturities of market borrowings as well asvarious deposit pricing and derivative strategies.

 

**Market Risk Management Process:**

Management responsibility for interest rate risk resides with the Assetand Liability Management Committee (“ALCO”). The committee is chaired by theChief Financial Officer and includes the Treasurer, the Head of Risk Managementand the Company’s senior business-unit and financial executives. Interest raterisk management strategies are formulated and monitored by ALCO within policiesand limits approved by the Board of Directors. These policies and limits setforth the maximum risk which the Board of Directors deems prudent, governpermissible investment securities and off-balance sheet instruments, andidentify acceptable counterparties to securities and off-balance sheettransactions.

 

ALCO risk management strategies allow for the assumption of interestrate risk within the Board approved limits. The strategies are formulated basedupon ALCO’s assessments of likely market developments and trends in theCompany’s lending and consumer banking businesses. Strategies are developedwith the aim of enhancing the Company’s net income and capital, while ensuringthe risks to income and capital from adverse movements in interest rates areacceptable.

 

**Interest Rate Risk Position:**

The Company’s income is affected by changes in the level of marketinterest rates based upon mismatches between the repricing of its assets andliabilities. One measure of interest rate sensitivity is provided by theaccompanying net gap analysis, which organizes assets and liabilities accordingto the time period in which they reprice or mature. For many of the Company’sassets and liabilities, the maturity or repricing date is not determinable withcertainty. For example, the Company’s mortgage loans and its mortgage-backedsecurities can be prepaid before contractual amortization and/or maturity.Also, repricing of the Company’s non-time deposits is subject to management’sevaluation of the existing interest rate environment, current funding andliquidity needs, and other factors influencing the market competition for suchdeposits. The amounts in the accompanying table reflect management’s judgmentof the most likely repricing schedule; actual results could vary from thosedetailed herein.

 

The difference between assets and liabilities repricing in a givenperiod is one approximate measure of interest rate sensitivity. More assetsthan liabilities repricing in a period (a positive gap) implies earnings willrise as interest rates rise, and decline as interest rates decline. Moreliabilities than assets repricing (a negative gap) implies declining income asrates rise and rising income as rates fall.

 

These repricing relationships do not consider the impact that ratemovements might have on other components of the Bank’s risk profile; forexample, an increase in interest rates, while implying that earnings will risein a positive gap period, might also result in higher credit or default riskdue to a higher probability of borrowers being unable to pay the contractualpayments on loans. Likewise, a decrease in rates might result in an increase inthe risk that funds received from loan and securities prepayments arereinvested at lower rates and/or spreads. The management of these risks isdiscussed more fully in the section covering earnings at risk.

 

31

----

 

The following tablepresents the Company’s interest rate sensitivity gap position as of March 31,2002:

 
| **Interest Rate Sensitivity Gap  Analysis**                                                  |       | **At March 31, 2002** |       |
|----------------------------------------------------------------------------------------------|------------|-----------------------|------------|
|                                                                                         |       |                  |       | **More Than  1 Year to  3 Years** |   | **More Than  3 Years to  5 Years** |   | **More Than  5 Years to  9 Years** |   | **More  Than  9 Years** |   |   |   |
| ***(Dollars in millions)***                                                                  |       | **Within  One Year**  |       |   |   |   |   |   |   |
|                                                                                         | ** ** | ** **            | ** ** | ** ** | ** ** | **Total** | ** ** |
| Total  loans, net                                                                            |       | $                     | 7,984      |   | $ | 3,241 |   | $ | 1,981 |   | $ | 684 |   | $ | 193 |   | $ | 14,083 |   |
| Money  market investments                                                                    |       | 68                    |       | — |   | — |   | — |   | — |   | 68 |   |
| Securities                                                                                   |       | 1,248                 |       | 913 |   | 668 |   | 970 |   | 1,473 |   | 5,272 |   |
| Other  interest-earning assets                                                               |       | 240                   |       | 18 |   | 2 |   | 1 |   | 5 |   | 266 |   |
| Total  interest-earning assets                                                               |       | 9,540                 |       | 4,172 |   | 2,651 |   | 1,655 |   | 1,671 |   | 19,689 |   |
| Cash  and due from banks                                                                     |       | 189                   |       | — |   | — |   | — |   | — |   | 189 |   |
| Servicing  assets                                                                            |       | 19                    |       | 30 |   | 21 |   | 24 |   | 18 |   | 112 |   |
| Other  non-interest earning assets                                                           |       | 725                   |       | 75 |   | 75 |   | 151 |   | 56 |   | 1,082 |   |
| Total  assets                                                                                |       | $                     | 10,473     |   | $ | 4,277 |   | $ | 2,747 |   | $ | 1,830 |   | $ | 1,745 |   | $ | 21,072 |   |
|                                                                                         |       |                  |       |   |   |   |   |   |   |   |   |   |   |
| Term  certificates of deposit                                                                |       | $                     | 4,056      |   | $ | 1,441 |   | $ | 146 |   | $ | 13 |   | $ | — |   | $ | 5,656 |   |
| Core  deposits                                                                               |       | 723                   |       | 818 |   | 600 |   | 823 |   | 2,311 |   | 5,275 |   |
| Total  deposits                                                                              |       | 4,779                 |       | 2,259 |   | 746 |   | 836 |   | 2,311 |   | 10,931 |   |
| Securities  sold under agreements to repurchase and other short term borrowings              |       | 2,342                 |       | 600 |   | 100 |   | — |   | — |   | 3,042 |   |
| Federal  Home Loan Bank advances                                                             |       | 2,350                 |       | 850 |   | 400 |   | — |   | — |   | 3,600 |   |
| Senior  bank notes                                                                           |       | 134                   |       | — |   | — |   | — |   | — |   | 134 |   |
| Subordinated  bank debt                                                                      |       | —                |       | — |   | — |   | 150 |   | — |   | 150 |   |
| Guaranteed  preferred beneficial interest in Company’s junior subordinated debentures   |       | —                |       | — |   | — |   | 200 |   | — |   | 200 |   |
| Total  interest-bearing liabilities                                                          |       | 9,605                 |       | 3,709 |   | 1,246 |   | 1,186 |   | 2,311 |   | 18,057 |   |
| Other  liabilities                                                                           |       | 1,264                 |       | — |   | — |   | — |   | — |   | 1,264 |   |
| Stockholders’  equity                                                                   |       | —                |       | — |   | — |   | — |   | 1,751 |   | 1,751 |   |
| Total  liabilities and stockholders’ equity                                             |       | $                     | 10,869     |   | $ | 3,709 |   | $ | 1,246 |   | $ | 1,186 |   | $ | 4,062 |   | $ | 21,072 |   |
| Off  balance sheet financial instruments                                                     |       | $                     | —     |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   | $ | — |   |
| Interest  rate sensitivity gap                                                               |       | $                     | (396       | ) | $ | 568 |   | $ | 1,501 |   | $ | 644 |   | $ | (2,317 | ) |   |   |
| Cumulative  interest rate sensitivity gap                                                    |       | $                     | (396       | ) | $ | 172 |   | $ | 1,673 |   | $ | 2,317 |   | — |   |   |   |
| Cumulative  interest rate sensitivity gap as a percentage of total assets at March 31,  2002 |       | (1.9                  | )%         | 0.8 | % | 7.9 | % | 11.0 | % | — |   |   |   |

 

As of March 31, 2002, the cumulative volume of liabilities maturing orrepricing within one year exceeded assets by $396 million, or 1.9% of totalassets.

 

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# **Derivative Financial Instruments:**

Interest rate derivatives, such as interest rate swaps and eurodollarfutures, are periodically employed in the Company’s interest rate gapmanagement. The notional amount of these instruments are not included in thecompany’s balance sheet. There were no outstanding derivative financialinstruments hedging the Company’s interest rate gap position at March 31, 2002.

 

The Company does currently utilize derivative instruments to manage itsexposure to interest rate risk associated with mortgage loan commitments andmortgage loans held for sale.

 

Prior to the closing of the loan, the Company generally extends aninterest rate lock commitment to the borrower. The Company is exposed tosubsequent changes in the level of market interest rates, and the spread overTreasuries required by investors. An increase in market interest rates or awidening of spreads will reduce the prices paid by investors and the resultantgain on sale. To mitigate this risk, at the time the Company extends theinterest rate lock commitment to the borrower, the Company will enter intomandatory commitments to deliver mortgage whole loans to various investors, orto issue private securities and/or Fannie Mae and Freddie Mac securities(forward delivery commitments.) These commitments effectively establish theprice the Company will receive for the related mortgage loan thereby minimizingthe risk of subsequent changes in interest rates. At March 31, 2002, theCompany had mandatory forward delivery commitments outstanding amounting to$1.1 billion.

 

# **Earnings at Risk Sensitivity Analysis:**

The static gap analysis is an incomplete representation of interestrate risk for several reasons. It fails to account for potential changes inprepayment speeds on the Company’s mortgage loans and mortgage backedsecurities portfolios related to changes in market interest rates. In additionthe static gap analysis does not capture the behavior of deposit balances whichmay vary with changes in the general level of interest rates and management’spricing strategies. Finally, the gap analysis does not provide a clearpresentation of the risks to income arising from options embedded in theCompany’s balance sheet. Accordingly, ALCO makes extensive use of an earningssimulation model in the formulation of its market risk management strategy.

 

The earnings simulation model gives effect to management assumptionsconcerning the repricing of assets, liabilities and derivative financialinstruments, as well as business volumes, under a variety of hypotheticalinterest rate scenarios. These hypothetical scenarios incorporate parallelshifts in interest rates of plus or minus 100, 200 and 300 basis points. Inaddition deterministic non-parallel flattening and steepening scenarios arealso incorporated into the interest rate risk management process.

 

The most crucial management assumptions concern prepayments on theCompany’s mortgage loan portfolio and the pricing of consumer deposits invarious interest rate environments. As interest rates decline, mortgageprepayments tend to increase, reducing loan portfolio growth and lowering theportfolio’s average yield. Rates on non-maturity deposits rise and fall withthe general level of interest rates, but tend to move less thanproportionately. Rates offered on consumer certificates of deposit tend to movein close concert with market rates, though history suggests that they increaseless rapidly when market rates rise. Extensive historical analysis shows thatthe Company’s deposit volumes are relatively insensitive to interest ratemovements within the range encompassed in the parallel shift scenarios.

 

Based on this model, at March 31, 2002, the Company’s potential netinterest income at risk to a gradual, parallel 200 basis point decline inmarket interest rates over the next twelve months, was a decline ofapproximately 1.1% in net income over the next twelve months. Conversely, agradual 300 basis point increase in interest rates over the next twelve monthswould result in a projected increase in net interest income of 0.3% over whatwould be earned if rates remained constant. GreenPoint does not havesignificant exposure to risk on instruments held for trading purposes.

 

Management has included all derivative and other financial instrumentsthat have a material effect in calculating the Company’s potential earnings atrisk.

 

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These measures of risk represent the Company’s exposure to interestrate movements at a particular point in time. The risk position is alwayschanging. ALCO continuously monitors the Company’s risk profile as it changes,and alters the rate sensitivity to ensure limits are adhered to, and that theresulting risk profile is appropriate to its views on the likely course ofinterest rates and developments in its core businesses.

 

The fair value of the mortgage company’s servicing assets and retainedinterests from securitizations are directly affected by the level ofprepayments associated with the underlying loans. As interest rates decline thevalue of these assets will decline. Conversely as interest rates rise, thevalue of these assets will increase.

 

# **Credit Risk Management**

 

The Company originates mortgage and manufactured housing loans for itsown portfolio and for disposition in the secondary markets in the form of wholeloan sales and securitizations. In general, whole loan sales transfer thecredit risk to the purchasers. In contrast, for loans placed in the portfolio,or for loans securitized, the Company retains all or much of the credit risk.As of December 31, 2001, the Company discontinued the origination ofmanufactured housing loans. However, it continues to service its manufacturedhousing loan portfolio, including its securitized loan pools.

 

GreenPoint Mortgage maintains underwriting policies, procedures andapproval authorities appropriate to its business. The chief credit executivereports directly to the chief executive of the business, outside of theproduction organization. With respect to loans originated for whole loan saleto the secondary markets, where credit risk is transferred, underwritingcriteria are established to meet the investor requirements. An executive-levelRisk Management Division determines the criteria required for loans which willbe transferred to GreenPoint’s portfolio or sold through securitizations.

 

Oversight of the appraiser approval and appraisal review process is providedindependent of the production organization. Appraisers are required to meetstrict standards for approval by GreenPoint, and their performance is monitoredon a regular basis. With oversight by Risk Management, a comprehensive qualitycontrol process is in place to ensure that loans being originated meet theCompany’s underwriting standards, and that required operating procedures arefollowed. Loans are selected monthly on a pre and post funding basis for reviewby quality control analysts and staff appraisers.

 

Risk Management personnel monitor closely the performance of all loanson which the Company retains credit risk. On securitization or sale,expectations are set on the default, recovery and voluntary prepayment rates.Each pool of loans is reviewed monthly to ensure that performance is meetingthose expectations. In the event performance does not meet expectations, theassumptions are revised. Final responsibility for these judgments resides withexecutive management, independent of the business unit.

 

Risk Management reviews monthly the delinquency and loss trends in allof the mortgage and manufactured housing loans serviced by the Company, whetheror not it retains credit exposure. These reviews are intended to identifysignificant changes in credit quality which may indicate changes to theCompany’s exposures or to the efficacy of its underwriting of loans sold toother investors. Such changes could prompt adjustments to the Company’sunderwriting criteria or servicing procedures.

 

GreenPoint’s loan origination activity is geographically diversifiedthroughout the U.S. GreenPoint began originating loans outside of New YorkState in 1996. The Company also closely monitors trends in delinquent andnon-performing loans through cycles in the economy and in the real estatemarket. These economic and performance trends are analyzed in the ongoingfine-tuning of lending practices.

 

The Company uses various collection strategies and works to maintaincontact with the borrowers in order to obtain repayment. Collection activitiesfor GreenPoint Mortgage are centralized in a servicing unit in Columbus,Georgia. GreenPoint Credit’s collection activities are decentralized among itsregional offices in order to repossess and liquidate collateral more effectively,thereby minimizing the loss severity. In 2000, a centralized collection centerwas opened in California to target early stage delinquencies more effectively,thereby allowing the regional offices to focus on serious delinquencies.

 

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The Company has set fortha policy for establishment and review of the adequacy of the allowance for loanlosses in order to provide for estimated costs related to the problem loans.Management believes that the allowance for loan losses is adequate. However,such determination is susceptible to the effect of future unanticipated changesin general economic and market conditions that may affect the financialcircumstances of borrowers and/or residential real estate values within theCompany’s lending areas. The Company has also established a reserve to coverlosses associated with repurchases of sold loans due to representation andwarranty violations. This reserve was sized using historical loss dataassociated with loan sales and additional reserves are set aside as the volumeof sold loans increases.

 

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**PART II - OTHER INFORMATION**

**Item 1 - Legal Proceedings**

 

In the ordinary course of business, the Corporation and itssubsidiaries are routinely defendants in or parties to a number of pending andthreatened legal actions and administrative proceedings, in which monetarydamages and other forms of relief are sought. Certain of such actions involvealleged violations of consumer protection laws, including claims relating tothe Corporation’s loan origination and collection efforts, and other federaland state banking laws. Certain of such actions involve claims for punitivedamages. Management has established what it believes to be sufficient allocatedreserves to cover any final judgments rendered in any such cases. Accordingly,management believes that these actions and administrative proceedings and thelosses, if any, resulting from the final outcome thereof, will not be materialin the aggregate to the Corporation’s financial position, results of operationsor liquidity.

 

 

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

**PART II - OTHER INFORMATION**

**Item 6 - Exhibits and Reports on Form8-K**

 

**(a)     Exhibits**

 

**Exhibit Number:**
| 11.1   |   | Statement Regarding  Computation of Per Share Earnings |
|--------|--------|--------------------------------------------------------|
|   |   |                                                   |
| 12.1   |   | Ratios of Earnings to  Combined Fixed Charges          |

 

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**(b)     Reportson Form 8-K**

 

On January 3,2002, GreenPoint Financial Corp. filed a current report on Form 8-K inconnection with exit of the manufactured housing lending business, although thecompany announced that its manufactured housing finance subsidiary will honorexisting commitments to fund approved loans and will also honor existingservicing contracts.

 

On January 4, 2002, GreenPoint Credit, LLC, the manufactured housingfinance subsidiary of GreenPoint Bank, filed a current report on Form 8-K thatincluded the following information: (i) a Pooling and Servicing Agreement,dated as of March 1, 2001, between GreenPoint Credit, LLC, as Contract Sellerand Servicer and Bank One, National Association, as Trustee and First UnionNational Bank as Co-Trustee (ii) the Monthly Report for the GreenPoint CreditManufactured Housing Contract Trust Pass-Through Certificates, Series 2001-1.

 

On January 4, 2002, GreenPoint Credit, LLC, the manufactured housingfinance subsidiary of GreenPoint Bank, filed a current report on Form 8-K thatincluded the following information: (i) a Pooling and Servicing Agreement,dated as of March 1, 2001, between GreenPoint Credit, LLC, as Contract Sellerand Servicer and Bank One, National Association, as Trustee and First Union NationalBank as Co-Trustee (ii) the Monthly Report for the GreenPoint CreditManufactured Housing Contract Trust Pass-Through Certificates, Series 2001-1.

 

On January 4, 2002, GreenPoint Credit, LLC, the manufactured housingfinance subsidiary of GreenPoint Bank, filed a current report on Form 8-K thatincluded the following information: (i) a Pooling and Servicing Agreement,dated as of March 1, 2001, between GreenPoint Credit, LLC, as Contract Sellerand Servicer and Bank One, National Association, as Trustee and First UnionNational Bank as Co-Trustee (ii) the Monthly Report for the GreenPoint CreditManufactured Housing Contract Trust Pass-Through Certificates, Series 2001-1.

 

On January 4, 2002, GreenPoint Credit, LLC, the manufactured housingfinance subsidiary of GreenPoint Bank, filed a current report on Form 8-K thatincluded the following information: (i) a Pooling and Servicing Agreement(2001-2), dated as of September 1, 2001, between GreenPoint Credit, LLC, asContract Seller and Servicer and Bank One, National Association, as Trustee andFirst Union National Bank as Co-Trustee (ii) the Monthly Report for theGreenPoint Credit Manufactured Housing Contract Trust Pass-ThroughCertificates, Series 2001-2.

 

On January 8, 2002, GreenPoint Mortgage Securities Inc., a subsidiaryof Headlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank,filed a current report on Form 8-K providing for the issuance of the GreenPointHome Equity Loan Trust 2001-1 Home Equity Loan Asset-Backed Notes, Series2001-1. Included was the Monthly Remittance Statement to the Certificateholdersdated as of December 17, 2001.

 

On February 11, 2002, GreenPoint Credit, LLC, the manufactured housingfinance subsidiary of GreenPoint Bank, filed a current report on Form 8-K thatincluded the following information: (i) a Pooling and Servicing Agreement,dated as of March 1, 2001, between GreenPoint Credit, LLC, as Contract Sellerand Servicer and Bank One, National Association, as Trustee and First UnionNational Bank as Co-Trustee (ii) the Monthly Report for the GreenPoint CreditManufactured Housing Contract Trust Pass-Through Certificates, Series 2001-1.

 

On February 11, 2002, GreenPoint Credit, LLC, the manufactured housingfinance subsidiary of GreenPoint Bank, filed a current report on Form 8-K thatincluded the following information: (i) a Pooling and Servicing Agreement(2001-2), dated as of September 1, 2001, between GreenPoint Credit, LLC, asContract Seller and Servicer and Bank One, National Association, as Trustee andFirst Union National Bank as Co-Trustee (ii) the Monthly Report for theGreenPoint Credit Manufactured Housing Contract Trust Pass-ThroughCertificates, Series 2001-2.

 

On March 1, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K providing for the issuance of the GreenPoint HomeEquity Loan Trust 2001-1 Home Equity Loan Asset-Backed Certificates, Series2001-1. Included was the Monthly Payment Date Statement distributed to theholders of Series 2001-1 Certificates dated February 15, 2002.

 

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On March 1, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K providing for the issuance of the GreenPoint HomeEquity Loan Trust 2001-1 Home Equity Loan Asset-Backed Certificates, Series2001-1. Included was the Monthly Payment Date Statement distributed to theholders of Series 2001-1 Certificates dated January 15, 2002.

 

On March 1, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Notes, Series 2000-2, ClassA-1, Class A-2 and Class A-3 Home Equity Loan Asset-Backed Notes (the “Series2000-3 Notes”). Included was the Monthly Payment Date Statement distributed toholders of Series 2000-3 Notes dated January 15, 2002.

 

On March 1, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Notes, Series 2000-2, ClassA-1, Class A-2 and Class A-3 Home Equity Loan Asset-Backed Notes (the “Series2000-3 Notes”). Included was the Monthly Payment Date Statement distributed toholders of Series 2000-3 Notes dated February 15, 2002.

 

On March 8, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Certificates, Series 2001-2(“Series 2001-2 Certificates”). Included was the Monthly Payment Date Statementdistributed to holders of Series 2001-2 Certificates dated January 15, 2002.

 

On March 8, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Certificates, Series 2001-2(“Series 2001-2 Certificates”). Included was the Monthly Payment Date Statementdistributed to holders of Series 2001-2 Certificates dated December 17, 2001.

 

On March 8, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Certificates, Series 2001-2(“Series 2001-2 Certificates”). Included was the Monthly Payment Date Statementdistributed to holders of Series 2001-2 Certificates dated February 15, 2002.

 

On March 20, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Certificates, Series 2001-1(“Series 2001-1 Certificates”). Included was the Monthly Payment Date Statementdistributed to holders of Series 2001-1 Certificates dated March 15, 2002.

 

On March 20, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Notes, Series 2000-2, ClassA-1, Class A-2 and Class A-3 Home Equity Loan Asset-Backed Notes (the “Series2000-3 Notes”). Included was the Monthly Payment Date Statement distributed toholders of Series 2000-3 Notes dated March 15, 2002.

 

On March 22, 2002, GreenPoint Mortgage Securities Inc., a subsidiary ofHeadlands Mortgage Company, a wholly owned subsidiary of GreenPoint Bank, fileda current report on Form 8-K for the previously registered offer and sale ofthe GreenPoint Home Equity Loan Trust Asset-Backed Certificates, Series 2001-2(“Series 2001-2 Certificates”). Included was the Monthly Payment Date Statementdistributed to holders of Series 2001-2 Certificates dated March 15, 2002.

 

 

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**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES**

 

**SIGNATURES**

 

Pursuant to therequirements of the Securities Exchange Act of 1934, the registrant has dulycaused this report to be signed on its behalf by the undersigned thereunto dulyauthorized.

 
|   | GreenPoint Financial  Corp. |
|--------|-----------------------------|
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ Thomas S. Johnson |
|   |                        | Thomas S. Johnson |
|   |                        | Chairman of the Board  and |
|   |                        | Chief Executive Officer |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ Jeffrey R. Leeds |
|   |                        | Jeffrey R. Leeds |
|   |                        | Executive Vice  President and |
|   |                        | Chief Financial Officer |
|   |                        |   |
|   |                        |   |
|   | By:                         | /s/ Joseph D. Perillo |
|   |                        | Joseph D. Perillo |
|   |                        | Senior Vice President  and |
|   |                        | Controller |

 

Dated May 10, 2002

 

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