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**UNITEDSTATESSECURITIES AND 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** |
|--------|------------|----------------------------------------------------------------------------------------------|

****

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**For the Quarter Ended June 30, 2001**

**or**

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

 

**0-22516****Securities and Exchange Commission File Number**

**GreenPointFinancial Corp.******(Exact nameof registrant as specified in its charter)

 
| **Delaware**                             | **06-1379001**                            |
|------------------------------------------|-------------------------------------------|
| (State or other jurisdiction of          | (I.R.S. employer identification number)   |
| incorporation or organization)           |                                      |
|                                     |                                      |
| **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 mark whether the registrant (1) has filed allreports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for shorter period that theregistrant was required to file such reports), and (2) has been subject to suchfiling requirements for the past 90 days.
| ý    Yes | o    No |
|------------------------------|------------------------|

As of August 3, 2001 there were101,323,731 shares of common stock outstanding.

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**GreenPoint Financial Corp.**

**FORM 10-Q**

**For the Quarter EndedJune 30, 2001**

**TABLE OF CONTENTS**

| **PART I - FINANCIAL INFORMATION**                                                               |
|--------------------------------------------------------------------------------------------------|
|                                                                                             |
| Item  1 -Financial Statements                                                                    |
|                                                                                             |
|                                                                                             | Consolidated  Statements of Financial Condition (unaudited) as of June 30, 2001 and  December 31, 2000 |
|                                                                                             |
|                                                                                             | Consolidated  Statements of Income (unaudited) for the quarters and six month periods ended  June 30, 2001 and 2000 |
|                                                                                             |
|                                                                                             | Consolidated  Statements of Comprehensive Income (unaudited) for the quarters and six month  periods ended June 30, 2001 and 2000 |
|                                                                                             |
|                                                                                             | Consolidated  Statements of Changes in Stockholders' Equity (unaudited) for the six months  ended June 30, 2001 and 2000 |
|                                                                                             |
|                                                                                             | Consolidated  Statements of Cash Flows (unaudited) for the six months ended June 30, 2001  and 2000 |
|                                                                                             |
|                                                                                             | 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  4 - Submission of Matters to a Vote of Security Holders                                    |
|                                                                                             |
| Item  6 - Exhibits and Reports on Form 8-K                                                       |

**GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES****CONSOLIDATED STATEMENTS OF FINANCIALCONDITION****(Unaudited)**

 

|                                                                           | **June 30,**                                                                               |   | **Dec. 31,** |   |
|--------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------|--------|--------------|--------|
| *(In millions, except share amounts)*                                          | **2001**                                                                                   |   | **2000**     |   |
| **                                                                             |
|                                                                           | **ASSETS**                                                                                 |   |         |   |   |
|                                                                           | Cash and due from banks                                                                    | $      | 158          |   | $ | 140 |   |
|                                                                           | Money market investments                                                                   | 19     |         | 171    |   |
|                                                                           | Loans receivable held for sale                                                             | 4,036  |         | 1,981  |   |
|                                                                           | Federal Home Loan Bank of New York stock                                                   | 170    |         | 96     |   |
|                                                                           | Securities available for sale                                                              | 1,814  |         | 2,678  |   |
|                                                                           | Securities available for sale-pledged to  creditors                                        | 1,855  |         | 388    |   |
|                                                                           | Retained interests in securitizations                                                      | 190    |         | 159    |   |
|                                                                           | Securities held to maturity (fair value of $3  and $3, respectively)                       | 3      |         | 3      |   |
|                                                                           | Loans receivable held for investment:                                                      |   |         |   |   |
|                                                                           | Mortgage loans                                                                             | 8,866  |         | 8,116  |   |
|                                                                           | Other loans                                                                                | 544    |         | 580    |   |
|                                                                           | Deferred loan fees and unearned discount                                                   | 4      |         | (9     | ) |
|                                                                           | Allowance for possible loan losses                                                         | (113   | )            | (113   | ) |
|                                                                                |
|                                                                           | Loans receivable held for investment, net                                                  | 9,301  |         | 8,574  |   |
|                                                                                |
|                                                                           | Other interest-earning assets                                                              | 136    |         | 128    |   |
|                                                                           | Accrued interest receivable                                                                | 96     |         | 87     |   |
|                                                                           | Banking premises and equipment, net                                                        | 131    |         | 131    |   |
|                                                                           | Servicing assets                                                                           | 203    |         | 197    |   |
|                                                                           | Goodwill, net                                                                              | 825    |         | 864    |   |
|                                                                           | Other assets                                                                               | 249    |         | 168    |   |
|                                                                                |
|                                                                           | Total assets                                                                               | $      | 19,186       |   | $ | 15,765 |   |
|                                                                                |
|                                                                           |                                                                                       |   |         |   |
|                                                                           | **LIABILITIES AND  STOCKHOLDERS’ EQUITY**                                             |   |         |   |   |
|                                                                           | **Liabilities:**                                                                           |   |         |   |   |
|                                                                           | Deposits:                                                                                  |   |         |   |   |
|                                                                           | N.O.W. and checking                                                                        | $      | 582          |   | $ | 577 |   |
|                                                                           | Savings                                                                                    | 1,207  |         | 1,213  |   |
|                                                                           | Variable rate savings                                                                      | 1,891  |         | 1,872  |   |
|                                                                           | Money market                                                                               | 809    |         | 629    |   |
|                                                                           | Term certificates of deposit                                                               | 6,395  |         | 6,885  |   |
|                                                                                |
|                                                                           | Total deposits                                                                             | 10,884 |         | 11,176 |   |
|                                                                                |
|                                                                           | Notes payable                                                                              | 1      |         | 2      |   |
|                                                                           | Mortgagors’ escrow                                                                    | 92     |         | 90     |   |
|                                                                           | Federal funds purchased and securities sold  under agreements to repurchase                | 2,540  |         | 350    |   |
|                                                                           | Federal Home Loan Bank of New York advances                                                | 2,249  |         | 1,000  |   |
|                                                                           | Senior bank notes                                                                          | 134    |         | 138    |   |
|                                                                           | Subordinated bank notes                                                                    | 150    |         | 150    |   |
|                                                                           | Guaranteed preferred beneficial interest in  Company’s junior subordinated debentures | 200    |         | 200    |   |
|                                                                           | Liability under recourse exposure                                                          | 88     |         | 132    |   |
|                                                                           | Other liabilities                                                                          | 644    |         | 477    |   |
|                                                                                |
|                                                                           | Total liabilities                                                                          | 16,982 |         | 13,715 |   |
|                                                                                |
|                                                                           | 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                                                                 | 868    |         | 862    |   |
|                                                                           | Unallocated Employee Stock Ownership Plan  (ESOP) shares                                   | (97    | )            | (100   | ) |
|                                                                           | Unearned stock plans shares                                                                | (1     | )            | (2     | ) |
|                                                                           | Retained earnings                                                                          | 1,650  |         | 1,532  |   |
|                                                                           | Accumulated other comprehensive income, net                                                | 21     |         | 17     |   |
|                                                                           | Treasury stock, at cost (9,198,382 shares and  10,155,750 shares, respectively)            | (238   | )            | (260   | ) |
|                                                                                |
|                                                                           | Total stockholders’ equity                                                            | 2,204  |         | 2,050  |   |
|                                                                                |
|                                                                           | Total liabilities and stockholders’ equity                                            | $      | 19,186       |   | $ | 15,765 |   |
|                                                                                |
| *(See accompanying notes to  the unaudited consolidated financial statements)* | * *                                                                                   |
|                                                                                |                                                                                            |        |              |        |  |  |  |  |  |

**GREENPOINT FINANCIAL CORP. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF INCOME(Unaudited)**

 

|                                                                           | **Quarter Ended  June 30,**                          |   | **Six Months Ended  June 30,** |   |
|--------------------------------------------------------------------------------|------------------------------------------------------|--------|--------------------------------|--------|
|                                                                           |                                                 |   |
| ****                                                                           |
| *(In millions,  except per share amounts)*                                     | **2001**                                             |   | **2000**                       |   | **2001** |   | **2000** |   |
| ****                                                                           |
|                                                                           | **Interest income:**                                 |   |                           |   |   |   |   |   |   |
|                                                                           | Mortgage loans held for investment                   | $      | 186                            |   | $ | 183 |   | $ | 365 |   | $ | 371 |   |
|                                                                           | Securities                                           | 62     |                           | 38     |   | 118 |   | 73 |   |
|                                                                           | Loans held for sale                                  | 58     |                           | 44     |   | 105 |   | 75 |   |
|                                                                           | Money market investments                             | 1      |                           | 9      |   | 4 |   | 18 |   |
|                                                                           | Other                                                | 22     |                           | 26     |   | 44 |   | 51 |   |
|                                                                                |
|                                                                           | Total interest income                                | 329    |                           | 300    |   | 636 |   | 588 |   |
|                                                                                |
|                                                                           | **Interest expense:**                                |   |                           |   |   |   |   |   |   |
|                                                                           | Deposits                                             | 118    |                           | 126    |   | 243 |   | 250 |   |
|                                                                           | Other borrowed funds                                 | 46     |                           | 20     |   | 74 |   | 33 |   |
|                                                                           | Long-term debt                                       | 10     |                           | 8      |   | 21 |   | 16 |   |
|                                                                                |
|                                                                           | Total interest expense                               | 174    |                           | 154    |   | 338 |   | 299 |   |
|                                                                                |
|                                                                           | Net interest income                                  | 155    |                           | 146    |   | 298 |   | 289 |   |
|                                                                           | Provision for loan losses                            | (5     | )                              | (7     | ) | (10 | ) | (15 | ) |
|                                                                                |
|                                                                           | Net interest income after provision for loan  losses | 150    |                           | 139    |   | 288 |   | 274 |   |
|                                                                                |
|                                                                           | **Non-interest  income:**                            |   |                           |   |   |   |   |   |   |
|                                                                           | Income from fees and commissions:                    |   |                           |   |   |   |   |   |   |
|                                                                           | Loan servicing fees                                  | 32     |                           | 36     |   | 63 |   | 68 |   |
|                                                                           | Banking services fees and commissions                | 11     |                           | 10     |   | 22 |   | 19 |   |
|                                                                           | Other                                                | 6      |                           | 3      |   | 10 |   | 5 |   |
|                                                                                |
|                                                                           | Total income from fees and commissions               | 49     |                           | 49     |   | 95 |   | 92 |   |
|                                                                           | Net gain on sales of loans                           | 108    |                           | 62     |   | 184 |   | 108 |   |
|                                                                           | Change in valuation of retained interests            | (32    | )                              | (16    | ) | (32 | ) | (19 | ) |
|                                                                           | Net gain on securities                               | 6      |                           | 1      |   | 12 |   | 2 |   |
|                                                                                |
|                                                                           | Total non-interest income                            | 131    |                           | 96     |   | 259 |   | 183 |   |
|                                                                                |
|                                                                           | **Non-interest  expense:**                           |   |                           |   |   |   |   |   |   |
|                                                                           | General and administrative expenses:                 |   |                           |   |   |   |   |   |   |
|                                                                           | Salaries and benefits                                | 59     |                           | 53     |   | 116 |   | 104 |   |
|                                                                           | Employee Stock Ownership and stock plans  expense    | 6      |                           | 4      |   | 12 |   | 7 |   |
|                                                                           | Net expense of premises and equipment                | 22     |                           | 19     |   | 43 |   | 39 |   |
|                                                                           | Federal deposit insurance premiums                   | ---    |                           | ---    |   | 1 |   | 1 |   |
|                                                                           | Other administrative expenses                        | 35     |                           | 31     |   | 66 |   | 60 |   |
|                                                                                |
|                                                                           | Total general and administrative expenses            | 122    |                           | 107    |   | 238 |   | 211 |   |
|                                                                           | Other real estate owned operating income             | (1     | )                              | (1     | ) | (1 | ) | (1) |   |
|                                                                           | Goodwill amortization                                | 20     |                           | 20     |   | 40 |   | 40 |   |
|                                                                                |
|                                                                           | Total non-interest expense                           | 141    |                           | 126    |   | 277 |   | 250 |   |
|                                                                                |
|                                                                           | Income before income taxes                           | 140    |                           | 109    |   | 270 |   | 207 |   |
|                                                                           | Income taxes related to earnings                     | 54     |                           | 44     |   | 106 |   | 84 |   |
|                                                                                |
|                                                                           | Net income                                           | $      | 86                             |   | $ | 65 |   | $ | 164 |   | $ | 123 |   |
|                                                                                |
|                                                                           | Basic earnings per share                             | $      | 0.97                           |   | $ | 0.72 |   | $ | 1.85 |   | $ | 1.35 |   |
|                                                                                |
|                                                                           | Diluted earnings per share                           | $      | 0.95                           |   | $ | 0.71 |   | $ | 1.81 |   | $ | 1.34 |   |
|                                                                                |
|                                                                           |                                                 |   |                           |   |   |   |   |   |
| *(See accompanying notes to  the unaudited consolidated financial statements)* |
|                                                                                |                                                      |        |                                |        |  |  |  |  |  |  |  |  |  |  |  |  |

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****CONSOLIDATED STATEMENTS OF COMPREHENSIVEINCOME****(Unaudited)**

 

|                                                                           | **Quarter Ended**                                                  |     | **Six Months Ended** |     |
|--------------------------------------------------------------------------------|--------------------------------------------------------------------|----------|----------------------|----------|
|                                                                           | **June 30,**                                                       |     | **June 30,**         |     |
| ****                                                                           |
|                                                                           | *(In millions)*                                                    | **2001** |                 | **2000** |   | **2001** |   | **2000** |   |
| ****                                                                           |
|                                                                           |                                                               |     |                 |     |   |   |   |   |
|                                                                           | **Net income**                                                     | $        | 86                   |     | $ | 65 |   | $ | 164 |   | $ | 123 |   |
|                                                                                |
|                                                                           | Other comprehensive income, before tax:                            |     |                 |     |   |   |   |   |   |
|                                                                           | Unrealized gain on securities:                                     |     |                 |     |   |   |   |   |   |
|                                                                           | Unrealized holding gain arising during period                      | 8        |                 | 3        |   | 49 |   | 4 |   |
|                                                                           | Less: reclassification adjustment for gains  included in net       |     |                 |     |   |   |   |   |   |
|                                                                           | income                                                             | (6       | )                    | (1       | ) | (12 | ) | (2 | ) |
|                                                                                |
|                                                                           | Other comprehensive income, before tax                             | 2        |                 | 2        |   | 37 |   | 2 |   |
|                                                                           | Income tax expense related to items of other  comprehensive income | --       |                 | ---      |   | (16 | ) | --- |   |
|                                                                                |
|                                                                           | Other comprehensive income, net of tax                             | 2        |                 | 2        |   | 21 |   | 2 |   |
|                                                                                |
|                                                                           | **Total  comprehensive income, net of tax**                        | $        | 88                   |     | $ | 67 |   | $ | 185 |   | $ | 125 |   |
|                                                                                |
|                                                                           |                                                               |     |                 |     |   |   |   |   |
| *(See  accompanying notes to the unaudited consolidated financial statements)* |
|                                                                                |                                                                    |          |                      |          |  |  |  |  |  |  |  |  |  |  |  |  |

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIESCONSOLIDATED STATEMENTS OF CHANGESIN STOCKHOLDERS' EQUITY(Unaudited)**

 

|                                                                           |                                                       | **Six Months Ended June 30,** |   |
|--------------------------------------------------------------------------------|------------------------------------------------------------|------------------------------------|--------|
|                                                                           |                                                       |                               |
| ****                                                                           |
|                                                                           | *(In millions)*                                            | **2001**                           |   | **2000** |   |
|                                                                                |
|                                                                           | **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                             | 862                                |   | 858 |   |
|                                                                           | Reissuance of treasury stock                               | (13                                | )      | (4 | ) |
|                                                                           | Amortization of ESOP shares committed to be  released      | 9                                  |   | 3 |   |
|                                                                           | Amortization of stock plans shares                         | ---                                |   | --- |   |
|                                                                           | Tax benefit for vested stock plans shares                  | 10                                 |   | 2 |   |
|                                                                                |
|                                                                           | Balance at end of period                                   | 868                                |   | 859 |   |
|                                                                                |
|                                                                           | **Unallocated ESOP  shares**                               |                               |   |   |   |
|                                                                           | Balance at beginning of period                             | (100                               | )      | (105 | ) |
|                                                                           | Amortization of ESOP shares committed to be  released      | 3                                  |   | 3 |   |
|                                                                                |
|                                                                           | Balance at end of period                                   | (97                                | )      | (102 | ) |
|                                                                                |
|                                                                           | **Unearned stock  plans shares**                           |                               |   |   |   |
|                                                                           | Balance at beginning of period                             | (2                                 | )      | (3 | ) |
|                                                                           | Amortization of stock plans shares                         | 1                                  |   | --- |   |
|                                                                                |
|                                                                           | Balance at end of period                                   | (1                                 | )      | (3 | ) |
|                                                                                |
|                                                                           | **Retained earnings**                                      |                               |   |   |   |
|                                                                           | Balance at beginning of period                             | 1,532                              |   | 1,408 |   |
|                                                                           | Net income                                                 | 164                                |   | 123 |   |
|                                                                           | Dividends declared                                         | (46                                | )      | (45 | ) |
|                                                                                |
|                                                                           | Balance at end of period                                   | 1,650                              |   | 1,486 |   |
|                                                                                |
|                                                                           | **Accumulated other  comprehensive income, net**           |                               |   |   |   |
|                                                                           | Balance at beginning of period                             | 17                                 |   | (12 | ) |
|                                                                           | Net change in accumulated other comprehensive  income, net | 4                                  |   | 2 |   |
|                                                                                |
|                                                                           | Balance at end of period                                   | 21                                 |   | (10 | ) |
|                                                                                |
|                                                                           | **Treasury stock,  at cost**                               |                               |   |   |   |
|                                                                           | Balance at beginning of period                             | (260                               | )      | (160 | ) |
|                                                                           | Reissuance of treasury stock                               | 34                                 |   | 6 |   |
|                                                                           | Purchase of treasury stock                                 | (12                                | )      | (42 | ) |
|                                                                                |
|                                                                           | Balance at end of period                                   | (238                               | )      | (196 | ) |
|                                                                                |
|                                                                           | **Total stockholders’ equity**                        | $                                  | 2,204  |   | $ | 2,035 |   |
|                                                                                |
|                                                                           |                                                       |                               |   |   |   |
| *(See accompanying notes to the unaudited consolidated  financial statements)* |

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****CONSOLIDATED STATEMENTS OF CASH FLOWS****(Unaudited)**

|                                                                           | **Six Months Ended June 30,**                                             |    |
|--------------------------------------------------------------------------------|--------------------------------------------------------------------------------|---------|
|                                                                           |                                                                           |
| ****                                                                           |
| *(In millions)*                                                                | **2001**                                                                       |    | **2000** |   |
| ****                                                                           |
|                                                                           | **Cash flows from  operating activities:**                                     |    |   |   |   |
|                                                                           | Net income                                                                     | $       | 164 |   | $ | 123 |   |
|                                                                           | Adjustments to reconcile net income to net  cash used in operating activities: |    |   |   |   |
|                                                                           | Provision for loan losses                                                      | 10      |   | 15 |   |
|                                                                           | Depreciation and amortization                                                  | 56      |   | 56 |   |
|                                                                           | ESOP and stock plans expense                                                   | 12      |   | 6 |   |
|                                                                           | Capitalization of servicing assets                                             | (36     | ) | (43 | ) |
|                                                                           | Amortization and impairment of servicing  assets                               | 30      |   | 23 |   |
|                                                                           | (Increase) decrease in assets associated with  operating activities:           |    |   |   |   |
|                                                                           | Loans receivable held for sale:                                                |    |   |   |   |
|                                                                           | Loan originations                                                              | (11,480 | ) | (5,989 | ) |
|                                                                           | Proceeds from loan sales                                                       | 9,409   |   | 5,112 |   |
|                                                                           | Other                                                                          | 16      |   | 32 |   |
|                                                                           | Retained interests in securitizations                                          | (24     | ) | 17 |   |
|                                                                           | Trading related assets                                                         | (30     | ) | --- |   |
|                                                                           | Accrued interest receivable                                                    | (9      | ) | 10 |   |
|                                                                           | Other assets                                                                   | (26     | ) | 4 |   |
|                                                                           | Increase (decrease) in liabilities associated  with operating activities:      |    |   |   |   |
|                                                                           | Trading related liabilities                                                    | 30      |   | 53 |   |
|                                                                           | Liabilities under recourse exposure                                            | (44     | ) | 12 |   |
|                                                                           | Other liabilities                                                              | 56      |   | (307 | ) |
|                                                                           | Other, net                                                                     | (13     | ) | (18 | ) |
|                                                                                |
|                                                                           | Net cash used in operating activities                                          | (1,879  | ) | (894 | ) |
|                                                                                |
|                                                                           | **Cash flows from  investing activities:**                                     |    |   |   |   |
|                                                                           | Net change in:                                                                 |    |   |   |   |
|                                                                           | Loans receivable held for investment                                           | (744    | ) | 369 |   |
|                                                                           | Premises and equipment                                                         | (17     | ) | (14 | ) |
|                                                                           | Available for sale securities:                                                 |    |   |   |   |
|                                                                           | Proceeds from maturities                                                       | 570     |   | 447 |   |
|                                                                           | Proceeds from sales                                                            | 1,475   |   | 149 |   |
|                                                                           | Purchase of securities                                                         | (3,375  | ) | (908 | ) |
|                                                                           | Principal repayments                                                           | 789     |   | 108 |   |
|                                                                           | Federal Home Loan Bank Stock: purchases                                        | (74     | ) | (4 | ) |
|                                                                           | Other, net                                                                     | 14      |   | 7 |   |
|                                                                                |
|                                                                           | Net cash (used in) provided by investing  activities                           | (1,362  | ) | 154 |   |
|                                                                                |
|                                                                           | **Cash flows from  financing activities:**                                     |    |   |   |   |
|                                                                           | Net change in:                                                                 |    |   |   |   |
|                                                                           | Domestic deposits                                                              | (292    | ) | (189 | ) |
|                                                                           | Mortgagors’ escrow accounts                                               | 2       |   | 3 |   |
|                                                                           | Notes payable                                                                  | (1      | ) | (2 | ) |
|                                                                           | Securities sold under agreements to repurchase                                 | 2,190   |   | 396 |   |
|                                                                           | Federal Home Loan Bank advances: proceeds                                      | 1,249   |   | 300 |   |
|                                                                           | Cash dividends paid                                                            | (46     | ) | (45 | ) |
|                                                                           | Treasury stock purchased                                                       | (12     | ) | (42 | ) |
|                                                                           | Exercise of stock options                                                      | 21      |   | 2 |   |
|                                                                           | Retirement of long term debt                                                   | (4      | ) | (22 | ) |
|                                                                                |
|                                                                           | Net cash provided by financing activities                                      | 3,107   |   | 401 |   |
|                                                                                |
|                                                                           | Net decrease in cash and cash equivalents                                      | (134    | ) | (339 | ) |
|                                                                           | Cash and cash equivalents at beginning of  period                              | 311     |   | 1,232 |   |
|                                                                                |
|                                                                           | Cash and cash equivalents at end of period                                     | $       | 177 |   | $ | 893 |   |
|                                                                                |
|                                                                           | **Non-cash  activities:**                                                      |    |   |   |   |
|                                                                           | Additions to other real estate owned, net                                      | $       | (8 | ) | $ | (8 | ) |
|                                                                                |
|                                                                           | Unsettled trades                                                               | $       | (122 | ) | $ | (130 | ) |
|                                                                                |
|                                                                           | **Supplemental  disclosure of cash flow information:**                         |    |   |   |   |
|                                                                           | Cash paid for income taxes                                                     | $       | 60 |   | $ | 68 |   |
|                                                                                |
|                                                                           | Interest paid                                                                  | $       | 224 |   | $ | 251 |   |
|                                                                                |
|                                                                           |                                                                           |    |   |   |
| *(See accompanying notes to  the unaudited consolidated financial statements)* |
|                                                                                |                                                                                |         |  |  |  |  |  |  |  |  |  |

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****NOTES TO THE UNAUDITED CONSOLIDATEDFINANCIAL STATEMENTS**

**1.**          **Summary ofSignificant Accounting Policies**

**Basis ofPresentation**The unaudited consolidatedfinancial statements of GreenPoint Financial Corp. and Subsidiaries(“GreenPoint” or the “Company”) are prepared in accordance with generallyaccepted accounting principles for interim financial information. In theopinion 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 unaudited consolidated interim financial statements presentedshould be read in conjunction with the consolidated financial statements andnotes included in the Company's Annual Report to shareholders for the yearended December 31, 2000.

**Accountingfor Loan Sales**The Companysells loans both in the whole loan market as well as through varioussecuritization vehicles.

When the Company sells mortgages or manufactured housing loans ona whole loan basis, in some cases it retains the servicing rights related tothe loans. In instances where the Company does not retain the servicing rightsto the loans, the gain or loss on the sale is equal to the difference betweenthe proceeds received and the book basis of the loans sold. In instances wherethe Company does retain the servicing rights, the gain or loss also depends inpart on the fair value attributed to the servicing rights.

When theCompany securitizes manufactured housing loans and mortgages it may retainservicing rights and one or more retained interests. In addition, the Companymay sell loans under recourse arrangements, which may be in the form of acorporate guarantee issued by GreenPoint Bank (the “Bank”) and backed by aletter of credit or a credit default swap. In calculating the gain or loss onthe sale, the Company allocates the cost basis of the loans sold between theassets sold, and the retained interests and servicing rights based on theirrelative fair values at the date of sale. The liabilities associated with theseguarantees are reported separately as liability under recourse exposure. A gainor loss is recognized as the difference between the cash proceeds from the saleand the allocated cost basis of the assets sold, less the estimated fair valueof the corporate guarantee.

**Retained Interests in Securitizations**Retained interests insecuritizations include interest-only strips, subordinated certificates andtransferor interests and the recorded liabilities for limited recourse providedon mortgage loans and recourse provided on manufactured housing loanssecuritized and sold.

During thefourth quarter of 2000, the Company adopted the Emerging Issues Task ForceIssue No. 99-20 “Recognition of Interest Income and Impairment on Purchased andRetained Beneficial Interests in Securitized Financial Assets” under whichinterest income and expense on retained interests are recognized using theeffective yield method. The Company classifies its retained interests insecuritizations as available for sale and carries these securities at fairvalue. Generally, if the fair value of retained interests declines below itscarrying amount (excluding unrealized gains), the change in valuation isrecognized in the consolidated statement of income and is classified as a changein valuation of retained interests. Unrealized gains are reported, net ofapplicable taxes, in accumulated other comprehensive income, as a separatecomponent of stockholders’ equity.

On aquarterly basis, GreenPoint reviews the adequacy of the liability underrecourse exposure based on management’s best estimate of future cash flowsassociated with the recourse arrangements. The change in valuation isrecognized in the consolidated statement of income as a change in valuation ofretained interests.

 

To obtainfair values, quoted market prices are used if available. Because market quotesare generally not available for retained interests, the Company generallyestimates fair value based upon the present value of estimated future cashflows using assumptions of prepayments, defaults, loss severity rates, anddiscount rates that the Company believes market participants would use forsimilar assets and liabilities.

**Servicing Assets**Servicing assets are carried at thelower of cost or fair value based on defined risk strata and are amortized inproportion to and over the expected servicing period.

The Companystratifies its servicing assets based on the risk characteristics of theunderlying loan pools and the assets are evaluated for impairment based on therisk characteristics. A valuation allowance is recognized through a charge tocurrent earnings for servicing assets that have an amortized balance in excessof the current fair value.

The fairvalue of servicing assets is determined by calculating the present value ofestimated future net servicing cash flows, using assumptions of prepayments,defaults, servicing costs and discount rates that the Company believes marketparticipants would use for similar assets.

**2.**          **StockIncentive Plan**

For the sixmonths ended June 30, 2001, the Company granted options to purchase 1,632,500shares of the Company’s common stock to certain officers and directors, at anaverage exercise price of $36.15. These awards vest over one to three years onthe anniversary dates of the awards.

**3.**          **LoansReceivable Held for Sale**

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

|            | **June 30,**                                          |   | **Dec. 31,** |   |
|-----------------|-------------------------------------------------------|--------|--------------|--------|
| *(In millions)* | **2001**                                              |   | **2000**     |   |
| ****            |
|            | **Loans receivable  held for sale:**                  |   |         |   |   |
|            | Residential mortgage loans                            | $      | 3,481        |   | $ | 1,572 |   |
|            | Home equity lines of credit                           | 178    |         | 178    |   |
|            | Manufactured housing loans                            | 257    |         | 101    |   |
|            | Manufactured housing land/home loans                  | 101    |         | 118    |   |
|            | Guaranteed student loans                              | 2      |         | 2      |   |
|            | Deferred loan origination fees and unearned  discount | 17     |         | 10     |   |
|                 |
|            | Loans receivable held for sale                        | $      | 4,036        |   | $ | 1,981 |   |
|                 |
|                 |                                                       |        |              |        |  |  |  |  |  |  |

**4.          Recourse Arrangements, RetainedInterests in Securitizations and Servicing Assets**

GreenPoint securitizes manufactured housing loans and mortgagesand may enter into recourse arrangements in the form of the retention ofsubordinated interests or the issuance of a corporate guarantee. In addition,when GreenPoint securitizes and sells manufactured housing loans and mortgages,it may retain servicing assets. The following describes the balances associatedwith recourse arrangements, the balances and activity in the correspondingretained interests, the balances and activity in servicing assets and theeconomic assumptions used in valuing the retained interests and servicing assets.

**Recourse Arrangements**GreenPoint has establishedliabilities for limited recourse provided on mortgage loans and recourseprovided on manufactured housing loans that have been securitized or sold.The investors and the securitization trusts have no recourse to GreenPoint'sother assets for failure of debtors to pay when due, except for the retainedinterests related to both mortgage and manufactured housing securitizations andthe liability under the corporate guarantee related to the manufactured housingsecuritizations.

GreenPoint has loans sold with recoursewith the following principal balances, maximum recourse exposures and recordedliabilities:

|            | **June  30, 2001**                    |       |
|-----------------|---------------------------------------|------------|
| ****            |
|            |                                  |       | **Maximum** |   |   |   |
|            | **Principal**                         |       | **Recourse** |   | **Recorded** |   |
| *(In millions)* | **Balance**                           | ** ** | **Exposure  (1)** |   | **Liability** | ** ** |
| ****            |
|            | Manufactured housing  securitizations | $          | 4,918 |   | $ | 850 |   | $ | 80 |   |
|            | Manufactured housing  sales           | 321        |   | 321 |   | 7 |   |
|            | Mortgage  securitizations (2)         | 1,566      |   | 152 |   | --- |   |
|            | Mortgage sales (3)                    | 897        |   | 879 |   | 1 |   |
|                 |
|            |                                  |       |   |   |   |   |
|            |                                  | ** ** | **December  31, 2000** | ** ** |   | ** ** |
| ****            |
|            |                                  |       | **Maximum** |   |   |   |
|            | **Principal**                         | ** ** | **Recourse** | ** ** | **Recorded** | ** ** |
| *(In millions)* | **Balance**                           | ** ** | **Exposure  (1** | **)** | **Liability** | ** ** |
| ****            |
|            | Manufactured housing  securitizations | $          | 5,057 |   | $ | 899 |   | $ | 121 |   |
|            | Manufactured housing  sales           | 334        |   | 334 |   | 10 |   |
|            | Mortgage  securitizations (2)         | 1,744      |   | 125 |   | --- |   |
|            | Mortgage sales (3)                    | 1,175      |   | 1,152 |   | 1 |   |
|                 |

* *

| *(1)* | *Represents the maximum recourse exposure relating to  recourse arrangements in the form of the retention of subordinated interests  or the issuance of a corporate guarantee.*      |
|-------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *The net present value of expected cash outflows on the  mortgage securitization recourse arrangements is reflected in the valuation  of the mortgage retained interests.*           |
| *(3)* | *The recourse arrangements under the mortgage sale  transactions represent a risk sharing arrangement in which GreenPoint has  transferred the first 2% of losses to the purchaser.* |

In addition to the recoursearrangements described in the table above, at June 30, 2001 and December 31,2000, GreenPoint has provided representations and warranties on mortgage loanswith remaining principal balances of $8.4 billion and $6.7 billion,respectively. GreenPoint has established liabilities related to representationsand warranties for mortgage loans of $9 million and $7 million, which isincluded in other liabilities, at June 30, 2001 and December 31, 2000,respectively.

The following presents quantitativeinformation about delinquencies on loans sold with recourse:

|                                                     | **June 30,**             |   | **Dec. 31,** |   | **June 30,** |   | **Dec. 31,** |   |
|----------------------------------------------------------|--------------------------|--------|--------------|--------|--------------|--------|--------------|--------|
|                                                     | **2001**                 |   | **2000**     |   | **2001**     |   | **2000**     |   |
| ****                                                     |
| *(In millions)*                                          | **Manufactured Housing** |   | **Mortgage** |   |
| ****                                                     |
| Principal balance of  loans                              | $                        | 5,239  |         | $      | 5,391        |   | $            | 2,463  |   | $ | 2,919 |   |
| Principal balance of  loans 90 days or more past due (1) | 189                      |   | 182          |   | 53           |   | 29           |   |
|                                                          |
|                                                          |                          |        |              |        |              |        |              |        |  |  |  |  |

*(1)*        *Manufactured housing past due loans includerepossessed inventory.*

**Balancesand Changes in Retained Interests**The activity inthe recorded liability for manufactured housing securitizations and sales issummarized as follows:

|   | **At and for the**                                   |     | **At and for the**   |     |
|--------|------------------------------------------------------|----------|----------------------|----------|
|   | **Quarter Ended**                                    |     | **Six Months Ended** |     |
| ****   |
|   | **June 30,**                                         |     | **June 30,**         |     | **June 30,** |   | **June 30,** |   |
|   | *(In millions)*                                      | **2001** |                 | **2000** |   | **2001** |   | **2000** |   |
| ****   |
|   | **Liability for Recourse Exposure**                  |     |                 |     |   |   |   |   |   |
|   | Balance at beginning  of period                      | $        | 105                  |     | $ | 35 |   | $ | 131 |   | $ | 32 |   |
|   | Provisions charged to  income at securitization/sale | ---      |                 | ---      |   | --- |   | 1 |   |
|   | Letter of credit draws  and other charges            | (48      | )                    | (3       | ) | (74 | ) | (4 | ) |
|   | Change in valuation of  retained interests           | 30       |                 | 12       |   | 30 |   | 15 |   |
|        |
|   | Balance at end of  period                            | $        | 87                   |     | $ | 44 |   | $ | 87 |   | $ | 44 |   |
|        |
|        |                                                      |          |                      |          |  |  |  |  |  |  |  |  |  |  |

Theassets 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**                       |   | **At and for the Six Months Ended** |   |
|-----------------|--------------------------------------------------------|--------|-------------------------------------|--------|
|            | **June 30,**                                           |   | **June 30,**                        |   |
| ****            |
|            | **2001**                                               |   | **2000**                            |   | **2001** |   | **2000** |   | **2001** |   | **2000** |   | **2001** |   | **2000** |   |
|            | **Manufactured Housing**                               |   | **Mortgage**                        |   | **Manufactured Housing** |   | **Mortgage** |   |
| *(In millions)* |                                                   |   |                                |   |
| ****            |
|            |                                                   |   |                                |   |   |   |   |   |
|            | **Retained Interests in   Securitizations**       |   |                                |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|            | Balance at beginning  of period                        | $      | 60                                  |   | $ | 15 |   | $ | 118 |   | $ | 83 |   | $ | 46 |   | $ | 53 |   | $ | 113 |   | $ | 72 |   |
|            | Additions from  securitizations                        | ---    |                                | 5      |   | 13 |   | 17 |   | 13 |   | 11 |   | 15 |   | 19 |   |
|            | Interest income                                        | 2      |                                | ---    |   | 7 |   | 5 |   | 4 |   | --- |   | 12 |   | 9 |   |
|            | Cash received                                          | (5     | )                                   | (2     | ) | (5 | ) | (6 | ) | (10 | ) | (6 | ) | (13 | ) | (8 | ) |
|            | Unrealized (loss) gain                                 | ---    |                                | (1     | ) | 2 |   | 1 |   | 4 |   | (1 | ) | 8 |   | 8 |   |
|            | Change in valuation of  retained   interests | (2     | )                                   | (4     | ) | --- |   | --- |   | (2 | ) | (4 | ) | --- |   | --- |   |
|            | Sales of subordinated    certificates        | ---    |                                | ---    |   | --- |   | --- |   | --- |   | (40 | ) | --- |   | --- |   |
|                 |
|            | Balance at end of  period                              | $      | 55                                  |   | $ | 13 |   | $ | 135 |   | $ | 100 |   | $ | 55 |   | $ | 13 |   | $ | 135 |   | $ | 100 |   |
|                 |
|                 |                                                        |        |                                     |        |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

On a quarterly basis, GreenPoint reviewsretained interests for impairment based on management’s best estimate of thefair value of future cash flows associated with the retained interests. GreenPoint also reviews the adequacy ofthe value of the recorded liability on a quarterly basis, based on management’sbest estimate of future cash flows associated with the corporate guarantee.

During thequarter ended June 30, 2001, GreenPoint recorded a $32 million charge to adjustits manufactured housing retained interests to fair value. The charge consistedof $30 million to adjust its manufactured housing corporate guarantee liabilityand $2 million to adjust its manufactured housing interest-only strip to fairvalue. The charge was primarily related to higher than anticipated default andloss severity rates, in approximately equal measure, and consisted of actuallosses for the current quarter and a provision for higher losses in futureperiods.

**Valuation Assumptions**The key economic assumptions used inestimating the fair value of retained interests capitalized during the quarterended June 30, 2001 and the assumptions used in estimating the fair value ofthe entire portfolio of retained interests at June 30, 2001 were as follows:

|   |                                 | **Capitalized During** |       |                          |       |             |   |
|--------|--------------------------------------|------------------------|------------|-------------------------------|------------|------------------|--------|
|   |                                 | **the Quarter Ended**  |       | **Estimate of Fair Value at** |       |
| ****   |
|   |                                 | **June 30, 2001**      |       | **June 30, 2001**             |       |
|        |
|   |                                 |                   |       |                          |       | **Manufactured** |   |   |   |
|   |                                 |                   | ** ** | **Mortgage**                  | ** ** | **Housing**      |   | **Mortgage** | ** ** |
| ****   |
|   | Weighted average life (in years)     |                   |       | 1.4                           |       | 4.4              |   | 1.4 |   |
|   | Weighted average prepayment rate (1) |                   |       | 48.0                          | %          | 13.0             | %      | 47.0 | % |
|   | Weighted average default rate        |                   |       | N/A                           |       | 4.2              | %      | N/A |   |
|   | Loss severity rate                   |                   |       | N/A                           |       | 64.2             | %      | N/A |   |
|   | Weighted average loss rate           |                   |       | 0.7                           | %          | 2.7              | %      | 0.8 | % |
|   | Asset cash flows discounted at       |                   |       | 13.1                          | %          | 14.0             | %      | 12.8 | % |
|   | Liability cash flows discounted at   |                   |       | ---                           |       | 6.5              | %      | --- |   |
|        |
|        |                                      |                        |            |                               |            |                  |        |  |  |  |  |

 

| *(1)* | *Excludes weighted average default rate.* |
|-------|-------------------------------------------|

**Servicing Assets**On a quarterly basis, GreenPoint reviews capitalized servicing rights forimpairment. This review is performed based on risk strata, which are determinedon a disaggregated basis given the predominant risk characteristics of theunderlying 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.

GreenPoint receives annual servicing feesapproximating 1.0% and 0.5% of the principal balances for manufacturing housingloans and mortgage loans, respectively.

The activity in servicing assets issummarized as follows:

|   | **At and for the Quarter Ended**               |        | **At and for the Six Months Ended** |         |
|--------|------------------------------------------------|-------------|-------------------------------------|--------------|
|   |                                           |        | **June 30,**                        |         |   |   |   |   | **June 30,** |   |   |   |
| ****   |
|   | **2001**                                       |        | **2000**                            |         | **2001** |   | **2000** |   | **2001** |   | **2000** |   | **2001** |   | **2000** |   |
|   | **Manufactured**                               |        |                                |         |   |   | **Manufactured** |   |   |   |   |   |
|   | *(In millions)*                                | **Housing** |                                | **Mortgage** |   | **Housing** |   | **Mortgage** |   |
| ****   |
|   | **Servicing Assets**                           |        |                                |         |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Balance at beginning  of period                | $           | 141                                 |         | $ | 130 |   | $ | 67 |   | $ | 58 |   | $ | 142 |   | $ | 126 |   | $ | 60 |   | $ | 55 |   |
|   | Additions                                      | ---         |                                | 13           |   | 19 |   | 13 |   | 5 |   | 24 |   | 31 |   | 19 |   |
|   | Sales                                          | ---         |                                | ---          |   | (2 | ) | --- |   | --- |   | --- |   | (2 | ) | --- |   |
|   | Amortization                                   | (7          | )                                   | (9           | ) | (6 | ) | (4 | ) | (13 | ) | (16 | ) | (11 | ) | (7 | ) |
|        |
|   | Balance at end of  period                      | 134         |                                | 134          |   | 78 |   | 67 |   | 134 |   | 134 |   | 78 |   | 67 |   |
|        |
|   | **Reserve for impairment of servicing assets** |        |                                |         |   |   |   |   |   |   |   |   |   |   |   |   |   |
|   | Balance at beginning  of period                | ---         |                                | ---          |   | (8 | ) | --- |   | --- |   | --- |   | (5 | ) | --- |   |
|   | Additions                                      | ---         |                                | ---          |   | (1 | ) | --- |   | --- |   | --- |   | (4 | ) | --- |   |
|        |
|   | Balance at end of  period                      | ---         |                                | ---          |   | (9 | ) | --- |   | --- |   | --- |   | (9 | ) | --- |   |
|        |
|   | **Servicing assets, net**                      | $           | 134                                 |         | $ | 134 |   | $ | 69 |   | $ | 67 |   | $ | 134 |   | $ | 134 |   | $ | 69 |   | $ | 67 |   |
|        |
|        |                                                |             |                                     |              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

At June 30, 2001, the estimated fairvalues of manufactured housing and mortgage servicing assets were $166 millionand $76 million, respectively.

At December 31, 2000, the estimated fairvalues of manufactured housing and mortgage servicing assets were $169 millionand $64 million, respectively.

The significant assumptions used inestimating the fair value of the servicing assets were as follows:

|   |                                  |   | **June 30, 2001** |   |
|--------|---------------------------------------|--------|-------------------|--------|
| ****   |
|   |                                  |   | **Manufactured**  |   |   |   |
|   |                                  |   | **Housing**       |   | **Mortgage** |   |
| ****   |
|   | Weighted average  prepayment rate (1) |   | 13.3              | %      | 26.9 | % |
|   | Weighted average life  (in years)     |   | 4.1               |   | 3.7 |   |
|   | Weighted average  default rate        |   | 3.7               | %      | N/A |   |
|   | Cash flows discounted  at             |   | 14.0              | %      | 10.1 | % |
|        |
|        |                                       |        |                   |        |  |  |  |

 

| *(1)* | *Excludes weighted average default rate.* |
|-------|-------------------------------------------|

**5.**          **BusinessSegments**

The Company consists of three domestic business segments offeringunique products and services. The Mortgage Banking segment is in the businessof originating, selling, securitizing, servicing and investing in residentialmortgage loans. The Company has historically funded its mortgage portfolio withconsumer deposits raised through its Consumer Banking operations. The ConsumerBanking segment consists of 74 full service banking offices offering a varietyof financial services to the Greater New York City area. The ManufacturedHousing segment primarily originates, securitizes and services manufacturedhousing loans. Included in the other category are revenues and expenses fromthe Company’s treasury operations, unallocated executive and corporateadministration expenses and GAAP elimination entries recorded in theconsolidation process.

The accounting policies of the segments are the same as describedin Note 1 "Summary of Significant Accounting Policies." The Companyevaluates the performance of its business segments based on income beforeincome taxes. Expenses under the direct control of each business segment andthe expense of premises and equipment incurred to support business operationsare allocated accordingly, by segment. The expenses relating to the executive,strategic planning, information systems personnel, finance, audit and humanresources functions of the Company are not allocated to individual operatingsegments.

|   | **Quarter Ended June 30, 2001**           |         |
|--------|-------------------------------------------|--------------|
| ****   |
|   |                                      |         |   |   | **Manufactured** | **Segment** |   |   | **Consolidated** |   |
|   | *(In millions)*                           | **Mortgage** |   | **Consumer** |   | **Housing** |   | **Totals** |   | **Other *(1)*** | **Totals** |   |
| ****   |
|   | Net interest income                       | $            | 72 |   | $ | 50 |   | $ | 9 |   | $ | 131 |   | $ | 24 |   | $ | 155 |   |
|   | Income from fees and commissions          | 2            |   | 11 |   | 5 |   | 18 |   | (1 | ) | 17 |   |
|   | Loan servicing fees                       | 4            |   | --- |   | 28 |   | 32 |   | --- |   | 32 |   |
|   | Net gain on sale of loans                 | 108          |   | --- |   | --- |   | 108 |   | --- |   | 108 |   |
|   | Segment gain (loss) before taxes          | 159          |   | 26 |   | (35 | ) | 150 |   | (10 | ) | 140 |   |
|   | Significant non-cash items:               |         |   |   |   |   |   |   |   |   |   |   |   |
|   | Depreciation and amortization             | 3            |   | 15 |   | 9 |   | 27 |   | 2 |   | 29 |   |
|   | ESOP and stock plans expense              | 3            |   | 1 |   | 1 |   | 5 |   | 1 |   | 6 |   |
|   | Change in valuation of retained interests | ---          |   | --- |   | (32 | ) | (32 | ) | --- |   | (32 | ) |
|   | Total Assets                              | $            | 12,831 |   | $ | 11,313 |   | $ | 1,453 |   | $ | 25,597 |   | $ | (6,411 | ) | $ | 19,186 |   |
|        |
|        |                                           |              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

|   | **Quarter Ended June 30, 2000**           | ** **   |
|--------|-------------------------------------------|--------------|
| ****   |
|   |                                      |         |   |   | **Manufactured** |   | **Segment** |   |   |   | **Consolidated** |   |
|   | *(In millions)*                           | **Mortgage** |   | **Consumer** |   | **Housing** |   | **Totals** |   | **Other *(1)*** |   | **Totals** |   |
| **     |
|   | Net interest income                       | $            | 60 |   | $ | 59 |   | $ | 10 |   | $ | 129 |   | $ | 17 |   | $ | 146 |   |
|   | Income from fees and commissions          | (3           | ) | 10 |   | 2 |   | 9 |   | 3 |   | 12 |   |
|   | Loan servicing fees                       | 5            |   | --- |   | 28 |   | 33 |   | 3 |   | 36 |   |
|   | Net gain on sale of loans                 | 44           |   | --- |   | 18 |   | 62 |   | --- |   | 62 |   |
|   | Segment gain (loss) before taxes          | 76           |   | 35 |   | (9 | ) | 102 |   | 7 |   | 109 |   |
|   | Significant non-cash items:               |         |   |   |   |   |   |   |   |   |   |   |   |
|   | Depreciation and amortization             | 4            |   | 12 |   | 9 |   | 25 |   | 3 |   | 28 |   |
|   | ESOP and stock plans expense              | 2            |   | 1 |   | 3 |   | 6 |   | (2 | ) | 4 |   |
|   | Change in valuation of retained interests | ---          |   | --- |   | (16 | ) | (16 | ) | --- |   | (16 | ) |
|   | Total Assets                              | $            | 10,021 |   | $ | 11,850 |   | $ | 1,751 |   | $ | 23,622 |   | $ | (7,855 | ) | $ | 15,767 |   |
|        |
|        |                                           |              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* *

| *(1)* | *Represents unallocated corporate amounts and eliminations.*                                                                                                                                                                                                                                                                                                                                                                                                |
|-------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *For the purpose of internal management reporting, the Company records  intersegment funds transfers and eliminates these transfers on a consolidated  basis for GAAP reporting. Intersegment assets and liabilities eliminated for  consolidation purposes were $10.8 billion and $11.3 billion for the quarters  ended June 30, 2001 and 2000, respectively. Net interest income corresponding  to the assumed funds transfers is allocated accordingly.* |

 

|   | **Six Months Ended June 30, 2001**        |         |
|--------|-------------------------------------------|--------------|
| ****   |                                      |
|   |                                      |         |   | **Manufactured** | **Segment** |   |   | **Consolidated** |
|   | *(In millions)*                           | **Mortgage** |   | **Consumer** |   | **Housing** |   | **Totals** |   | **Other *(1)*** |   | **Totals** |   |
| ****   |
|   |                                      |         |   |   |   |   |   |   |   |   |   |   |   |
|   | Net interest income                       | $            | 133 |   | $ | 103 |   | $ | 18 |   | $ | 254 |   | $ | 44 |   | $ | 298 |   |
|   | Income from fees and commissions          | 1            |   | 22 |   | 9 |   | 32 |   | --- |   | 32 |   |
|   | Loan servicing fees                       | 6            |   | --- |   | 57 |   | 63 |   | --- |   | 63 |   |
|   | Net gain on sale of loans                 | 173          |   | --- |   | 11 |   | 184 |   | --- |   | 184 |   |
|   | Segment gain (loss) before taxes          | 252          |   | 55 |   | (27 | ) | 280 |   | (10 | ) | 270 |   |
|   | Significant non-cash items:               |         |   |   |   |   |   |   |   |   |   |   |   |
|   | Depreciation and amortization             | 7            |   | 28 |   | 19 |   | 54 |   | 3 |   | 57 |   |
|   | ESOP and stock plans expense              | 5            |   | 2 |   | 3 |   | 10 |   | 2 |   | 12 |   |
|   | Change in valuation of retained interests | ---          |   | --- |   | (32 | ) | (32 | ) | --- |   | (32 | ) |
|   | Total Assets                              | $            | 12,831 |   | $ | 11,313 |   | $ | 1,453 |   | $ | 25,597 |   | $ | (6,411 | ) | $ | 19,186 |   |
|        |
|        |                                           |              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

|   | **Six Months Ended June 30, 2000**        | ** **   |
|--------|-------------------------------------------|--------------|
| ****   |
|   |                                      | ** **   |   | **Manufactured** | **Segment** | ** ** |   | **Consolidated** |
|   | *(In millions)*                           | **Mortgage** |   | **Consumer** |   | **Housing** |   | **Totals** |   | **Other *(1)*** |   | **Totals** | ** ** |
| ****   |
|   |                                      |         |   |   |   |   |   |   |   |   |   |   |   |
|   | Net interest income                       | $            | 119 |   | $ | 116 |   | $ | 22 |   | $ | 257 |   | $ | 33 |   | $ | 290 |   |
|   | Income from fees and commissions          | (3           | ) | 19 |   | 4 |   | 20 |   | 4 |   | 24 |   |
|   | Loan servicing fees                       | 10           |   | --- |   | 55 |   | 65 |   | 3 |   | 68 |   |
|   | Net gain on sale of loans                 | 67           |   | --- |   | 41 |   | 108 |   | --- |   | 108 |   |
|   | Segment gain (loss) before taxes          | 138          |   | 69 |   | 4 |   | 211 |   | (4 | ) | 207 |   |
|   | Significant non-cash items:               |         |   |   |   |   |   |   |   |   |   |   |   |
|   | Depreciation and amortization             | 8            |   | 25 |   | 18 |   | 51 |   | 5 |   | 56 |   |
|   | ESOP and stock plans expense              | 3            |   | 2 |   | 4 |   | 9 |   | (2 | ) | 7 |   |
|   | Change in valuation of retained interests | ---          |   | --- |   | (19 | ) | (19 | ) | --- |   | (19 | ) |
|   | Total Assets                              | $            | 10,021 |   | $ | 11,850 |   | $ | 1,751 |   | $ | 23,622 |   | $ | (7,855 | ) | $ | 15,767 |   |
|        |
|        |                                           |              |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* *

| *(1)* | *Represents unallocated corporate amounts and eliminations.*                                                                                                                                                                                                                                                                                                                                                                                                  |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *For the purpose of internal management reporting, the Company records  intersegment funds transfers and eliminates these transfers on a consolidated  basis for GAAP reporting. Intersegment assets and liabilities eliminated for  consolidation purposes were $10.8 billion and $11.3 billion for the six  months ended June 30, 2001 and 2000, respectively. Net interest income  corresponding to the assumed funds transfers is allocated accordingly.* |

 

**6.**          **HedgingActivities**

On January 1, 2001, GreenPoint adoptedStatement of Financial Accounting Standards No. 133, Accounting for Derivativeand Hedging Activities (“SFAS 133”), as subsequently amended by Statement ofFinancial Accounting Standards No. 138, Accounting for Certain Derivative Instrumentsand Certain Hedging Activities (an amendment of FASB Statement No. 133), inaccounting for its derivative financial instruments. A transition adjustmentwas recognized as a cumulative effect of a change in accounting principle inthe consolidated statement of income at January 1, 2001. The transitionadjustment did not have a material impact on the consolidated statement ofincome.

The Bank uses interest rate swaps andfutures contracts to manage the interest rate risk associated with its fixedrate manufactured housing loans and interest rate lock commitments prior tosecuritization. The notional amounts of these contracts were $246 million and$175 million at June 30, 2001 and December 31, 2000, respectively. The interestrate swaps designated as fair value hedging instruments to manage the interestrate risk associated with fixed rate manufactured housing loans had a notionalvalue of $95 million at January 1, 2001. The net gain representing the amountof hedge ineffectiveness during the six months ended June 30, 2001 was $0.3million and is included in other non-interest income. The interest rate swapsdid not meet all of the criteria required by SFAS 133 to allow fair value hedgeaccounting during the quarter ended June 30, 2001.

GreenPointenters into mandatory commitments to deliver mortgage whole loans to variousinvestors and to issue private securities and Fannie and Freddie Mac securities(“forward delivery commitments”). The forward delivery commitments are used tomanage the interest rate risk associated with mortgage loans and interest ratelock commitments made by GreenPoint to mortgage borrowers. The notional amountsof these contracts were $878 million and $941 million at June 30, 2001 andDecember 31, 2000, respectively. The forward delivery commitments designated asfair value hedging instruments to manage the interest rate risk associated withmortgage loans had a notional value of $752 million at January 1, 2001.GreenPoint did not have a material gain or loss representing the amount ofhedge ineffectiveness during the six months ended June 30, 2001. The forwarddelivery commitments did not meet all of the criteria required by SFAS 133 toallow fair value hedge accounting during the quarter ended June 30, 2001.

**7.**          **Impact ofRecent Accounting Pronouncements**

On July 20, 2001, the FinancialAccounting Standards Board (“the FASB”) issued Statement of FinancialAccounting Standards No. 141, “Business Combinations” (“SFAS 141”). Thisstatement addresses financial accounting and reporting for businesscombinations and supersedes APB Opinion No. 16, “Business Combinations” andStatement of Financial Accounting Standards No. 38, “Accounting forPreacquisition Contingencies of Purchased Enterprises”. All businesscombinations in the scope of SFAS 141 are to be accounted for using one method,the purchase method. The provisions of SFAS 141 apply to all businesscombinations initiated after June 30, 2001. SFAS 141 also applies to allbusiness combinations accounted for using the purchase method for which thedate of acquisition is July 1, 2001, or later. Management of the Companyanticipates that the adoption of SFAS 141 will not have a significant effect onthe Company’s earnings or financial position.

On July 20, 2001, the FASB issuedStatement of Financial Accounting Standards No. 142, “Goodwill and OtherIntangible Assets” (“SFAS 142”). This statement addresses financial accountingand reporting for acquired goodwill and other intangible assets and supersedesAPB Opinion No. 17, “Intangible Assets”. SFAS 142 addresses how intangibleassets that are acquired individually or with a group of other assets (but notthose acquired in a business combination) should be accounted for in financialstatements upon their acquisition. SFAS 142 also addresses how goodwill andother intangible assets should be accounted for after they have been initiallyrecognized in the financial statements. Goodwill and intangible assets thathave indefinite useful lives will not be amortized, but rather will be testedat least annually for impairment. Intangible assets that have finite usefullives will continue to be amortized over their useful lives, but without theconstraint of an arbitrary ceiling. The provisions of SFAS 142 are required tobe applied starting with fiscal years beginning after December 15, 2001. SFAS142 is required to be applied at the beginning of an entity’s fiscal year andto be applied to all goodwill and other intangible assets recognized in itsfinancial statements at that date. Impairment losses for goodwill andindefinite-lived intangible assets that arise due to the initial application ofSFAS 142 (resulting from a transitional impairment test) are to be reported asa change in accounting principle. Goodwill and intangible assets acquired afterJune 30, 2001,will be subject immediately to the nonamortization andamortization provisions of SFAS 142.

Management is in the process of assessingthe impact of the adoption of the SFAS 142 transitional impairment test on theCompany’s earnings and financial position. Management estimates the adoption ofthe nonamortization provision of SFAS 142 would increase the Company’s annualearnings by approximately $48 million.

**8.**          **StockRepurchase Program**

In February 2001, the Company’s Board of Directors authorized anew share repurchase program of up to 5%, or approximately five million, of itsoutstanding shares. The repurchase will be at the Company’s discretion, basedon ongoing assessments of the capital needs of the business and the marketvaluation of its stock.

As of June 30, 2001, the Company has not repurchased any sharesunder this program.

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****Item 2 - Management’s Discussion andAnalysis ofFinancial Condition and Results of Operations**

|   | **Quarter Ended**                                                        |    | **Six Months Ended** |    |
|--------|--------------------------------------------------------------------------|---------|----------------------|---------|
| ****   |
|   | **June 30,**                                                             |    | **March 31,**        |    | **Dec. 31,** |   | **Sept. 30,** |   | **June 30,** |   | **June 30,** |   | **June 30,** |   |
|   | **2001**                                                                 |    | **2001**             |    | **2000** |   | **2000** |   | **2000** |   | **2001** |   | **2000** |   |
| ****   |
|   | **Performance  Ratios (Annualized)**                                     |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Return on average assets                                                 | 1.94    | %                    | 1.94    | % | 0.59 | % | 1.74 | % | 1.68 | % | 1.94 | % | 1.60 | % |
|   | Return on average equity                                                 | 16.02   |                 | 15.10   |   | 4.42 |   | 13.21 |   | 13.03 |   | 15.56 |   | 12.33 |   |
|   | Net interest margin                                                      | 3.87    |                 | 3.96    |   | 4.11 |   | 4.17 |   | 4.19 |   | 3.91 |   | 4.20 |   |
|   | Net interest spread during period                                        | 3.45    |                 | 3.50    |   | 3.64 |   | 3.71 |   | 3.77 |   | 3.47 |   | 3.79 |   |
|   | Operating expense to average assets                                      | 2.74    |                 | 2.91    |   | 2.72 |   | 2.94 |   | 2.75 |   | 2.82 |   | 2.75 |   |
|   | Total non-interest expense to operating  revenue                         | 49.2    |                 | 50.2    |   | 72.1 |   | 52.3 |   | 52.1 |   | 49.7 |   | 52.9 |   |
|   | Efficiency ratio *(1)*                                                   | 42.5    |                 | 43.1    |   | 60.9 |   | 44.7 |   | 44.2 |   | 42.8 |   | 44.8 |   |
|   | Average interest-earning assets to average  interest-bearing liabilities | 1.10    | x                    | 1.10    | x | 1.11 | x | 1.10 | x | 1.10 | x | 1.10 | x | 1.10 | x |
|   |                                                                     |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | **Per Share Data:**                                                      |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Common book value**                                                      | $       | 24.11                |    | $ | 23.56 |   | $ | 22.77 |   | $ | 22.91 |   | $ | 22.38 |   | N/A |   | N/A |   |
|   | Tangible common book value**                                             | 15.09   |                 | 14.25   |   | 13.17 |   | 13.17 |   | 12.46 |   | N/A |   | N/A |   |
|   | Shares used in calculations – (In thousands):                       |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | *   Average                                                         | 91,212  |                 | 90,475  |   | 90,279 |   | 91,061 |   | 91,612 |   | 90,867 |   | 92,044 |   |
|   | **Period – end                                                      | 91,426  |                 | 90,755  |   | 90,024 |   | 90,596 |   | 90,936 |   | --- |   | --- |   |
|   | Total                                                                    | 101,063 |                 | 100,583 |   | 100,105 |   | 101,351 |   | 102,294 |   | --- |   | --- |   |
|   |                                                                     |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | **Asset Quality  Ratios:**                                               |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Non-performing loans to total loans held for  investment                 | 2.03    | %                    | 2.15    | % | 2.27 | % | 2.21 | % | 2.21 | % |   |   |   |   |
|   | Non-performing assets to total assets                                    | 1.04    |                 | 1.15    |   | 1.33 |   | 1.32 |   | 1.32 |   |   |   |   |   |
|   | Allowance for loan losses to non-performing  loans                       | 59.21   |                 | 60.53   |   | 57.27 |   | 58.31 |   | 57.28 |   |   |   |   |   |
|   | Allowance for loan losses to loans held for  investment                  | 1.20    |                 | 1.30    |   | 1.30 |   | 1.29 |   | 1.27 |   |   |   |   |   |
|   |                                                                     |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | **Capital Ratios:**                                                      |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Company:                                                                 |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Leverage capital                                                         | 9.20    | %                    | 9.59    | % | 9.39 | % | 9.55 | % | 9.14 | % |   |   |   |   |
|   | Risk-based capital:                                                      |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Tier I                                                                   | 9.43    |                 | 9.24    |   | 9.17 |   | 9.69 |   | 9.61 |   |   |   |   |   |
|   | Total                                                                    | 11.02   |                 | 10.91   |   | 10.94 |   | 10.48 |   | 10.42 |   |   |   |   |   |
|   | Bank:                                                                    |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Leverage capital                                                         | 9.09    |                 | 9.36    |   | 9.27 |   | 9.49 |   | 8.91 |   |   |   |   |   |
|   | Risk-based capital:                                                      |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Tier I                                                                   | 9.31    |                 | 9.00    |   | 9.03 |   | 9.63 |   | 9.35 |   |   |   |   |   |
|   | Total                                                                    | 10.89   |                 | 10.67   |   | 10.80 |   | 10.42 |   | 10.16 |   |   |   |   |   |
|   | Tangible equity to tangible managed assets                               | 5.27    |                 | 5.17    |   | 5.10 |   | 5.39 |   | 5.31 |   |   |   |   |   |
|   | Tangible equity to managed receivables                                   | 6.46    |                 | 6.45    |   | 6.19 |   | 6.49 |   | 6.47 |   |   |   |   |   |
|   |                                                                     |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Other Data:                                                              |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Total managed assets *(2)*                                               | $       | 26,614               |    | $ | 25,197 |   | $ | 23,784 |   | $ | 22,923 |   | $ | 22,434 |   |   |   |   |   |
|   | Total managed receivables *(3)*                                          | 21,042  |                 | 19,496  |   | 18,866 |   | 18,301 |   | 17,667 |   |   |   |   |   |
|   | Earnings to combined fixed charges and preferred  stock dividends *(4)*: |    |                 |    |   |   |   |   |   |   |   |   |   |   |   |
|   | Excluding interest on deposits                                           | 11.95   | x                    | 11.20   | x | 3.86 | x | 13.55 | x | 12.46 | x | 11.58 | x | 11.78 | x |
|   | Including interest on deposits                                           | 2.07    | x                    | 1.94    | x | 1.25 | x | 1.80 | x | 1.80 | x | 2.00 | x | 1.77 | x |
|        |                                                                          |         |                      |         |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* *

| *(1)* | *The efficiency ratio is calculated by dividing  general and administrative expenses by the sum of net interest income and  non-interest income.*                                                                                                                                                                                                                                                                                 |
|-------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *Managed assets is the sum of total assets and  off-balance sheet managed receivables.*                                                                                                                                                                                                                                                                                                                                           |
| *(3)* | *Managed receivables is the sum of on-balance  sheet loans and off-balance sheet managed receivables.*                                                                                                                                                                                                                                                                                                                            |
| *(4)* | *For purposes of computing the ratio of  earnings to combined fixed charges and preferred stock dividend requirements,  earnings represent net income plus applicable income taxes, fixed charges and  preferred stock dividend requirements of a consolidated subsidiary. Fixed  charges represent interest expense on long-term debt and one-third (the  portion deemed to be representative of the interest factor) of rents.* |

**1.**          **GENERAL**

GreenPointFinancial Corp. (the "Company" or "GreenPoint") is aleading national specialty housing finance company with three principalbusinesses. GreenPoint Mortgage Funding, Inc. (“GPM”), a national mortgagebanking company headquartered in Larkspur, California, is the leading nationallender in non-conforming residential mortgages, specializing in alternative A("Alt A") residential mortgages. GreenPoint Credit, LLC("GPC"), headquartered in San Diego, California, is a leadingnational lender and servicer in the manufactured housing finance industry.GreenPoint Bank (the “Bank”), a New York State chartered savings bank, hasapproximately $11 billion in deposits in 74 branches serving more than 400,000households in the Greater New York City area.

**Forward Looking Statements**

This Quarterly report on Form 10Qcontains certain forward-looking statements, which are based on management’scurrent expectations. These forward-looking statements include informationconcerning possible or assumed future results of operations, trends, financialresults and business plans, including those relating to earnings growth (onboth a GAAP and cash basis); revenue growth; origination volume in both theCompany’s mortgage and manufactured housing finance businesses; non-interestincome levels, including fees from product sales; credit performance on loansmade by the Company; tangible capital generation; margins on sales orsecuritizations of loans; market share; expense levels; and other businessoperations and strategies. For these statements, GreenPoint claims theprotection of the safe harbor for forward-looking statements contained in thePrivate Securities Litigation Reform Act of 1995 to the extent provided byapplicable law. Forward-looking statements involve inherent risks anduncertainties. We caution you that a number of important factors could causeactual results to differ materially from those contained in any forward-lookingstatement. Such factors include, but are not limited to: risks anduncertainties related to acquisitions and related integration and restructuringactivities; prevailing economic conditions; changes in interest rates, loandemand, real estate values, and competition, which can materially affectorigination levels in the Company’s mortgage and manufactured housing financebusinesses; the level of defaults, losses and prepayments on loans made by theCompany, whether held in portfolio or sold in the secondary markets, which canmaterially affect the Company’s quarterly valuation of its retained interestsfrom securitizations; changes in accounting principles, policies, andguidelines; adverse changes or conditions in capital or financial markets,which could adversely affect the ability of the Company to sell or securitizemortgage and manufactured housing originations on a timely basis or at priceswhich are acceptable to the Company; actions by rating agencies and the affectsof these actions on the Company’s businesses and operations; changes in anyapplicable law, rule, regulation or practice with respect to tax or legal issues;and other economic, competitive, governmental, regulatory, and technologicalfactors affecting the Company’s operations, pricing, products and services. Theforward-looking statements are made as of the date of this Report, and theCompany assumes no obligation to update the forward-looking statements or toupdate the reasons why actual results could differ from those projected in theforward-looking statements.

The Companyregularly explores opportunities for acquisitions of and holds discussions withfinancial institutions and related businesses, and also regularly exploresopportunities for acquisitions of liabilities and assets of financialinstitutions and other financial services providers. The Company routinelyanalyzes its lines of business and from time to time may increase, decrease orterminate one or more activities.

**2.**          **OPERATINGRESULTS**

**Overview of consolidated results:**

| • | Net income for the second quarter of 2001 was  $86 million, an increase of 32% over the second quarter of 2000. Net income per  diluted share was $0.95 for the quarter, an increase of 34% over the second  quarter of 2000.                                                                                                                                                                                                                                                                                          |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| • | Total loan originations for the second quarter  of 2001 were $7.1 billion, an increase of 116% from the second quarter of  2000, and an increase of 61% compared to the prior quarter. Mortgage  originations for the same period were $6.8 billion, an increase of 164% from  the second quarter of 2000, and an increase of 62% from the first quarter of  2001. Manufactured housing loan originations were $228 million, an increase  of 22% from the first quarter of 2001 and a decrease of 66% from a year ago. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| • | GPM sold certain whole loan mortgages of $4.0  billion, recording a gain of $97 million.  GPM also securitized $303 million of home equity lines of credit for a gain  of $8 million. Draws on  previously securitized home equity lines of credit totaling $93 million  resulted in a gain of $3 million.                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| • | GPC did not securitize or sell manufactured  housing assets during the second quarter of 2001, due to the lower volume of  originations. The securitization sale gain for the second quarter of 2000 was  $18 million.                                                                                                                                                                                                                                                                                                 |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| • | A $32 million charge was recorded in  connection with the valuation of manufactured housing retained interests.                                                                                                                                                                                                                                                                                                                                                                                                        |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| • | Asset quality in the mortgage loan portfolio  improved further over 2000. Non-performing loans decreased 3% to $191  million, and total non-performing assets decreased 5% to $200 million at June  30, 2001.                                                                                                                                                                                                                                                                                                          |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
| • | GreenPoint continues to maintain a strong  capital position with a leverage ratio of 9.20%, a Tier 1 risk-based ratio of  9.43% and a total risk-based capital ratio of 11.02% at June 30, 2001.                                                                                                                                                                                                                                                                                                                       |

**Business Segment Results:**

| • | Pre-tax income for the Mortgage Banking  segment was $159 million and $252 million for the quarter and six months  ended June 30, 2001, an increase of 109% and 83% over the respective periods  a year ago. The increase is primarily the result of increased gain on sale of  mortgage loans due to higher origination volumes along with better market  pricing.                                                                                                                                        |
|--------|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| • | The Consumer Banking segment reported pre-tax  income of $26 million and $55 million for the quarter and six months ended  June 30, 2001, a decline of 26% and 20%, respectively, over the same periods  a year ago. The decrease was due to lower net interest income as narrower margins  were earned on consumer deposits in the declining interest rate environment.                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       |
| • | Loss before income taxes for the Manufactured  Housing segment was $35 million and $27 million for the quarter and six  months ended June 30, 2001, compared with a $9 million loss in the quarter  and a $4 million profit in the six month period a year ago. The increased  loss is primarily attributable to the increase in the change in valuation of  retained interests for the respective quarter and six month periods along  with lower gain on sale of loans due to lower origination volumes. |

 

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

Core cash earnings is a non-GAAPmeasurement that is defined as net income excluding non-recurring items andcertain non-cash charges related to goodwill and the Employee Stock OwnershipPlan (“ESOP”). The non-cash expenses, unlike other expenses incurred by theCompany, do not reduce GreenPoint’s tangible capital thereby enabling theCompany to increase shareholder value through the growth of earning assets,increases in cash dividends and additional repurchases of the Company’s stock.

|                                   | **Quarter Ended**                                 |   | **Six Months Ended** |
|----------------------------------------|---------------------------------------------------|--------|----------------------|
| ****                                   |
|                                   | **June 30,**                                      |   | **March 31,**   |   | **Dec. 31,** |   | **Sept. 30,** |   | **June 30,** |   | **June 30,** |   | **June 30,** |
| *(In  millions)*                       | **2001**                                          |   | **2001**             |   | **2000** |   | **2000** |   | **2000** |   | **2001** |   | **2000** |
| ****                                   |
| Net  income                            | $                                                 | 86     |                 |   | $ | 78 |   |   | $ | 23 |   |   | $ | 67 |   |   | $ | 65 |   |   | $ | 164 |   |   | $ | 123 |   |
| Non-recurring  items, net of tax *(1)* |                                              | ---    |                 |   |   | --- |   |   |   | --- |   |   |   | 3 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |
|                                        |
| Core  net income                       |                                              | 86     |                 |   |   | 78 |   |   |   | 23 |   |   |   | 70 |   |   |   | 65 |   |   |   | 164 |   |   |   | 123 |   |
| Add  back:                             |                                              |   |                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Goodwill  amortization                            |   | 20                   |   |   |   | 20 |   |   |   | 19 |   |   |   | 19 |   |   |   | 20 |   |   |   | 40 |   |   |   | 40 |   |
|                                   | Employee  Stock Ownership and stock plans expense |   | 6                    |   |   |   | 6 |   |   |   | 5 |   |   |   | 5 |   |   |   | 4 |   |   |   | 12 |   |   |   | 7 |   |
|                                        |
| Core  cash earnings                    | $                                                 | 112    |                 |   | $ | 104 |   |   | $ | 47 |   |   | $ | 94 |   |   | $ | 89 |   |   | $ | 216 |   |   | $ | 170 |   |
|                                        |
| Core  cash earnings per share (2)      | $                                                 | 1.23   |                 |   | $ | 1.15 |   |   | $ | 0.53 |   |   | $ | 1.04 |   |   | $ | 0.97 |   |   | $ | 2.37 |   |   | $ | 1.85 |   |
|                                        |
| **Performance Ratios (Annualized)**    |                                              |   |                 |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                   | Core cash earnings return  on average assets      |   | 2.52                 | % |   |   | 2.58 | % |   |   | 1.23 | % |   |   | 2.45 | % |   |   | 2.28 | % |   |   | 2.55 | % |   |   | 2.21 | % |
|                                   | Core cash earnings return  on average equity      |   | 20.80                |   |   |   | 20.05 |   |   |   | 9.17 |   |   |   | 18.62 |   |   |   | 17.74 |   |   |   | 20.43 |   |   |   | 17.04 |   |
|                                   | Core cash earnings return  on tangible equity     |   | 34.47                |   |   |   | 34.92 |   |   |   | 16.01 |   |   |   | 33.08 |   |   |   | 31.96 |   |   |   | 34.68 |   |   |   | 31.06 |   |
|                                   | Core return on average  assets                    |   | 1.94                 |   |   |   | 1.94 |   |   |   | 0.59 |   |   |   | 1.81 |   |   |   | 1.68 |   |   |   | 1.94 |   |   |   | 1.60 |   |
|                                   | Core return on average  equity                    |   | 16.02                |   |   |   | 15.10 |   |   |   | 4.42 |   |   |   | 13.79 |   |   |   | 13.03 |   |   |   | 15.56 |   |   |   | 12.33 |   |

* *

| *(1)* | *Non-recurring items include restructuring  charge and non-recurring personnel expense, net of tax.* |
|-------|------------------------------------------------------------------------------------------------------|
| *(2)* | *Based on the weighted average shares used to  calculate diluted earnings per share.*                |

**Net Interest Income**

Net interest income on a tax-equivalentbasis increased by $9 million for both the quarter and six months ended June30, 2001 versus the comparable periods in 2000. Net interest income in bothperiods benefited from an increase in average earning assets, which included anincrease in loans held for sale and securities investments. The net interestmargin was 3.87% and 3.91% for the quarter and six months ended June 30, 2001,down from 4.19% and 4.20%, respectively, for the comparable 2000 periods. Thenarrower margin resulted from a change in the mix of interest-earning assetsand a rise in CD costs reflecting a rise in interest rate levels during 2000,and an increasingly competitive market for these deposits in the New York area.

Average earning assets increased by $2.17 billion in the quarterended June 30, 2001. The increase reflected growth in loans held for sale, dueto higher origination volume, higher investment securities, and higher mortgageloans held for investment. The cost of interest-bearing liabilities for thesecond quarter declined by 8 basis points, due to a decline in short-termmarket interest rates. The cost of interest-bearing liabilities for the six monthsrose by 12 basis points, reflecting the rise in interest rates during the year2000 paid on certificates of deposit.

**Average Balance Sheets andInterest Yield/Cost**

The following table sets forth certaininformation relating to the Company’s average statements of financial condition(unaudited) and statements of income (unaudited) for the quarter ended June 30,2001 and 2000, and reflects the average yield on assets and average cost ofliabilities for the periods indicated. Such annualized yields and costs arederived by dividing income or expense by the average balance of assets orliabilities, respectively, for the periods shown. Average balances are derivedfrom average daily balances. Average balances and yields include non-accrualloans. The yields and costs include fees that are considered adjustments toyields. Interest and yields are presented on a taxable-equivalent yield basis.

|                                                              | **Quarter Ended**                                                                          |
|-------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
| ****                                                              |
|                                                              | **June 30, 2001**                                                                          |   | **June 30, 2000** |
| ****                                                              |
|                                                              |                                                                                       |   |   |   |   |   | **Average** |   |   |   |   |   |   |   | **Average** |
|                                                              | **Average**                                                                                |   |   |   | **Yield/** |   | **Average** |   |   |   | **Yield/** |
| *(Taxable-equivalent  interest and rates, in millions) (1)*       | **Balance**                                                                                |   | **Interest** |   | **Cost** |   | **Balance** |   | **Interest** |   | **Cost** |
| ****                                                              |
| **Assets:**                                                       |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest-earning  assets:                                         |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                              | Mortgage  loans held for investment (2)                                                    | $ | 8,788 |   | $ | 186 |   | 8.48 | % |   | $ | 8,452 |   | $ | 183 |   | 8.68 | % |
|                                                              | Other  loans (2)                                                                           |   | 545 |   |   | 13 |   | 9.80 |   |   |   | 620 |   |   | 16 |   | 10.10 |   |
|                                                              | Loans  held for sale                                                                       |   | 2,955 |   |   | 58 |   | 7.87 |   |   |   | 1,926 |   |   | 44 |   | 9.05 |   |
|                                                              | Money  market investments (3)                                                              |   | 67 |   |   | 1 |   | 4.43 |   |   |   | 570 |   |   | 9 |   | 6.38 |   |
|                                                              | Securities  (4)                                                                            |   | 3,641 |   |   | 62 |   | 6.80 |   |   |   | 2,210 |   |   | 40 |   | 7.32 |   |
|                                                              | Other  interest-earning assets                                                             |   | 326 |   |   | 12 |   | 14.53 |   |   |   | 377 |   |   | 10 |   | 10.76 |   |
|                                                                   |
|                                                              | Total  interest-earning assets                                                             |   | 16,322 |   |   | 332 |   | 8.14 |   |   |   | 14,155 |   |   | 302 |   | 8.54 |   |
|                                                                   |
| Non-interest  earning assets (5)                                  |                                                                                       | 1,458 |   |   |   |   |   |   |   |   | 1,425 |   |   |   |   |   |   |
|                                                                   |
|                                                              | Total assets                                                                               | $ | 17,780 |   |   |   |   |   |   |   | $ | 15,580 |   |   |   |   |   |   |
|                                                                   |
| **Liabilities  and Stockholders’ Equity:**                   |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing  liabilities:                                    |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                              | Savings                                                                                    | $ | 1,215 |   |   | 6 |   | 2.01 |   |   | $ | 1,330 |   |   | 7 |   | 2.11 |   |
|                                                              | N.O.W.                                                                                     |   | 274 |   |   | --- |   | 0.98 |   |   |   | 293 |   |   | 1 |   | 0.98 |   |
|                                                              | Money  market and variable rate savings                                                    |   | 2,656 |   |   | 21 |   | 3.23 |   |   |   | 2,421 |   |   | 20 |   | 3.36 |   |
|                                                              | Term  certificates of deposit                                                              |   | 6,502 |   |   | 90 |   | 5.54 |   |   |   | 7,108 |   |   | 98 |   | 5.51 |   |
|                                                              | Mortgagors’  escrow                                                                   |   | 106 |   |   | 1 |   | 0.36 |   |   |   | 116 |   |   | --- |   | 1.54 |   |
|                                                              | Other  borrowed funds                                                                      |   | 3,630 |   |   | 46 |   | 5.04 |   |   |   | 1,262 |   |   | 20 |   | 6.22 |   |
|                                                              | Senior  bank notes                                                                         |   | 134 |   |   | 2 |   | 7.04 |   |   |   | 189 |   |   | 3 |   | 6.94 |   |
|                                                              | Subordinated  bank notes                                                                   |   | 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                                                        |   | 14,867 |   |   | 174 |   | 4.69 |   |   |   | 12,919 |   |   | 154 |   | 4.77 |   |
|                                                                   |
| Other  liabilities (6)                                            |                                                                                       | 759 |   |   |   |   |   |   |   |   | 655 |   |   |   |   |   |   |
|                                                                   |
|                                                              | Total  liabilities                                                                         |   | 15,626 |   |   |   |   |   |   |   |   | 13,574 |   |   |   |   |   |   |
|                                                                   |
| Stockholders’  equity                                        |                                                                                       | 2,154 |   |   |   |   |   |   |   |   | 2,006 |   |   |   |   |   |   |
|                                                                   |
|                                                              | Total  liabilities and stockholders’ equity                                           | $ | 17,780 |   |   |   |   |   |   |   | $ | 15,580 |   |   |   |   |   |   |
|                                                                   |
| Net  interest income/interest rate spread (7)                     |                                                                                       |   |   | $ | 158 |   | 3.45 | % |   |   |   |   | $ | 148 |   | 3.77 | % |
|                                                                   |
| Net  interest-earning assets/net interest margin (8)              | $                                                                                          | 1,455 |   |   |   |   | 3.87 | % |   | $ | 1,236 |   |   |   |   | 4.19 | % |
|                                                                   |
| Ratio  of interest-earning assets to interest-earning liabilities | 1.10 x                                                                                     |   |   |   |   |   |   |   | 1.10 x |   |   |   |   |   |   |
|                                                                   |
|                                                                   |                                                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* *

| *(1)* | *Net interest income is calculated on a  taxable-equivalent basis.*                                                                                                             |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *In computing the average balances and average  yield on loans, non-accruing loans have been included.*                                                                         |
| *(3)* | *Includes interest-bearing deposits in other  banks, federal funds sold and securities purchased under agreements to  resell.*                                                  |
| *(4)* | *The average yield does not give effect to  changes in fair value that are reflected as a component of stockholders’  equity.*                                             |
| *(5)* | *Includes goodwill, banking premises and  equipment, servicing assets, deferred tax assets, accrued interest  receivable, and other miscellaneous non-interest earning assets.* |
| *(6)* | *Includes accrued interest payable, accounts  payable and other miscellaneous non-interest bearing obligations of the  Company.*                                                |
| *(7)* | *Net interest rate spread represents the  difference between the average yield on interest-earning assets and the  average cost of interest-bearing liabilities.*               |
| *(8)* | *Net interest margin represents net interest  income divided by average interest-earning assets.*                                                                               |

**Average BalanceSheets and Interest Yield/Cost**

The following table sets forth certaininformation relating to the Company’s average statements of financial condition(unaudited) and statements of income (unaudited) for the six months ended June30, 2001 and 2000, and reflects the average yield on assets and average cost ofliabilities for the periods indicated. Such annualized yields and costs arederived by dividing income or expense by the average balance of assets orliabilities, respectively, for the periods shown. Average balances are derivedfrom average daily balances. Average balances and yields include non-accrualloans. The yields and costs include fees that are considered adjustments toyields. Interest and yields are presented on a taxable-equivalent yield basis.

|                                                              | **Six Months Ended**                                                                       |
|-------------------------------------------------------------------|--------------------------------------------------------------------------------------------|
|                                                                   |
|                                                              | **June 30, 2001**                                                                          |   | **June 30, 2000** |
| ****                                                              |
|                                                              |                                                                                       |   |   |   |   |   | **Average** |   |   |   |   |   |   |   | **Average** |
|                                                              | **Average**                                                                                |   |   |   | **Yield/** |   | **Average** |   |   |   | **Yield/** |
| *(Taxable-equivalent  interest and rates, in millions) (1)*       | **Balance**                                                                                |   | **Interest** |   | **Cost** |   | **Balance** |   | **Interest** |   | **Cost** |
| ****                                                              |
| **Assets:**                                                       |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest-earning  assets:                                         |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                              | Mortgage  loans held for investment (2)                                                    | $ | 8,494 |   | $ | 365 |   | 8.59 | % |   | $ | 8,562 |   | $ | 370 |   | 8.66 | % |
|                                                              | Other  loans (2)                                                                           |   | 554 |   |   | 27 |   | 9.76 |   |   |   | 628 |   |   | 32 |   | 10.13 |   |
|                                                              | Loans  held for sale                                                                       |   | 2,602 |   |   | 105 |   | 8.18 |   |   |   | 1,672 |   |   | 75 |   | 8.93 |   |
|                                                              | Money  market investments (3)                                                              |   | 128 |   |   | 4 |   | 5.42 |   |   |   | 584 |   |   | 18 |   | 6.15 |   |
|                                                              | Securities  (4)                                                                            |   | 3,392 |   |   | 117 |   | 6.93 |   |   |   | 2,145 |   |   | 76 |   | 7.14 |   |
|                                                              | Other  interest-earning assets                                                             |   | 307 |   |   | 23 |   | 15.05 |   |   |   | 358 |   |   | 21 |   | 11.60 |   |
|                                                                   |
|                                                              | Total  interest-earning assets                                                             |   | 15,477 |   |   | 641 |   | 8.30 |   |   |   | 13,949 |   |   | 592 |   | 8.50 |   |
|                                                                   |
| Non-interest  earning assets (5)                                  |                                                                                       | 1,452 |   |   |   |   |   |   |   |   | 1,426 |   |   |   |   |   |   |
|                                                                   |
|                                                              | Total  assets                                                                              | $ | 16,929 |   |   |   |   |   |   |   | $ | 15,375 |   |   |   |   |   |   |
|                                                                   |
| **Liabilities  and Stockholders’ Equity:**                   |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
| Interest-bearing  liabilities:                                    |                                                                                       |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |   |
|                                                              | Savings                                                                                    | $ | 1,212 |   |   | 12 |   | 2.02 |   |   | $ | 1,343 |   |   | 14 |   | 2.14 |   |
|                                                              | N.O.W.                                                                                     |   | 275 |   |   | 1 |   | 0.98 |   |   |   | 295 |   |   | 2 |   | 0.98 |   |
|                                                              | Money  market and variable rate savings                                                    |   | 2,599 |   |   | 43 |   | 3.34 |   |   |   | 2,432 |   |   | 40 |   | 3.36 |   |
|                                                              | Term  certificates of deposit                                                              |   | 6,624 |   |   | 186 |   | 5.66 |   |   |   | 7,120 |   |   | 194 |   | 5.45 |   |
|                                                              | Mortgagors’  escrow                                                                   |   | 104 |   |   | 1 |   | 1.67 |   |   |   | 109 |   |   | --- |   | 1.65 |   |
|                                                              | Other  borrowed funds                                                                      |   | 2,778 |   |   | 74 |   | 5.31 |   |   |   | 1,031 |   |   | 33 |   | 6.23 |   |
|                                                              | Senior  bank notes                                                                         |   | 135 |   |   | 4 |   | 7.04 |   |   |   | 195 |   |   | 6 |   | 6.94 |   |
|                                                              | Subordinated  bank notes                                                                   |   | 150 |   |   | 7 |   | 9.36 |   |   |   | --- |   |   | --- |   | --- |   |
|                                                              | Guaranteed  preferred beneficial interest in Company’s junior subordinated debentures |   | 200 |   |   | 10 |   | 9.16 |   |   |   | 200 |   |   | 10 |   | 9.16 |   |
|                                                                   |
|                                                              | Total  interest-bearing liabilities                                                        |   | 14,077 |   |   | 338 |   | 4.83 |   |   |   | 12,725 |   |   | 299 |   | 4.71 |   |
|                                                                   |
| Other  liabilities (6)                                            |                                                                                       | 741 |   |   |   |   |   |   |   |   | 651 |   |   |   |   |   |   |
|                                                                   |
|                                                              | Total  liabilities                                                                         |   | 14,818 |   |   |   |   |   |   |   |   | 13,376 |   |   |   |   |   |   |
|                                                                   |
| Stockholders’  equity                                        |                                                                                       | 2,111 |   |   |   |   |   |   |   |   | 1,999 |   |   |   |   |   |   |
|                                                                   |
|                                                              | Total  liabilities and stockholders’ equity                                           | $ | 16,929 |   |   |   |   |   |   |   | $ | 15,375 |   |   |   |   |   |   |
|                                                                   |
| Net  interest income/interest rate spread (7)                     |                                                                                       |   |   | $ | 303 |   | 3.47 | % |   |   |   |   | $ | 293 |   | 3.79 | % |
|                                                                   |
| Net  interest-earning assets/net interest margin (8)              | $                                                                                          | 1,400 |   |   |   |   | 3.91 | % |   | $ | 1,224 |   |   |   |   | 4.20 | % |
|                                                                   |
| Ratio  of interest-earning assets to interest-earning liabilities | 1.10 x                                                                                     |   |   |   |   |   |   |   | 1.10 x |   |   |   |   |   |   |
|                                                                   |
|                                                                   |                                                                                            |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

* *

| *(1)* | *Net interest income is calculated on a  taxable-equivalent basis.*                                                                                                             |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *In computing the average balances and average  yield on loans, non-accruing loans have been included.*                                                                         |
| *(3)* | *Includes interest-bearing deposits in other  banks, federal funds sold and securities purchased under agreements to  resell.*                                                  |
| *(4)* | *The average yield does not give effect to  changes in fair value that are reflected as a component of stockholders’  equity.*                                             |
| *(5)* | *Includes goodwill, banking premises and  equipment, servicing assets, deferred tax assets, accrued interest  receivable, and other miscellaneous non-interest earning assets.* |
| *(6)* | *Includes accrued interest payable, accounts  payable and other miscellaneous non-interest bearing obligations of the  Company.*                                                |
| *(7)* | *Net interest rate spread represents the  difference between the average yield on interest-earning assets and the  average cost of interest-bearing liabilities.*               |
| *(8)* | *Net interest margin represents net interest  income divided by average interest-earning assets.*                                                                               |

**Rate/VolumeAnalysis**

The following table presents the effects of changes in interestrates and changes in volume of interest-earning assets and interest-bearingliabilities on the Company’s interest income on a tax equivalent basis andinterest expense during the periods indicated. Information is provided in eachcategory on changes (i) attributable to changes in volume (changes in volumemultiplied by prior rate), (ii) changes attributable to changes in rate(changes in rate multiplied by prior volume), and (iii) the net change. Thechanges attributable to the combined impact of volume and rate have beenallocated proportionately to volume and rate.

|   | **Quarter Ended June 30, 2001**                                                                                           |       | **Six Months Ended June 30, 2001**                    |     |
|--------|---------------------------------------------------------------------------------------------------------------------------|------------|-------------------------------------------------------|----------|
|   | **Compared to**                                                                                                           |       | **Compared to**                                       |     |
|   | **Quarter Ended June 30, 2000**                                                                                           |       | **Six Months Ended June 30, 2000**                    |     |
|   | **Increase/(Decrease)**                                                                                                   |       | **Increase/(Decrease)**                               |     |
| ****   |
|   | **       Due to**                                                                           |       | **        Due to** |     |
| ****   |
|   | **Average**                                                                                                               |       | **Average**                                           |     | **Net** |   | **Average** |   | **Average** |   | **Net** |   |
|   | *(In millions)*                                                                                                           | **Volume** |                                                  | **Rate** |   | **Change** |   | **Volume** |   | **Rate** |   | **Change** |   |
| ****   |
|   | Mortgage loans held for investment (1)                                                                                    | $          | 7                                                     |     | $ | (4 | ) | $ | 3 |   | $ | (3 | ) | $ | (2 | ) | $ | (5 | ) |
|   | Other loans (1)                                                                                                           | (3         | )                                                     | ---      |   | (3 | ) | (4 | ) | (1 | ) | (5 | ) |
|   | Loans held for sale                                                                                                       | 21         |                                                  | (7       | ) | 14 |   | 38 |   | (8 | ) | 30 |   |
|   | Money market investments (2)                                                                                              | (6         | )                                                     | (2       | ) | (8 | ) | (12 | ) | (2 | ) | (14 | ) |
|   | Securities                                                                                                                | 25         |                                                  | (3       | ) | 22 |   | 42 |   | (1 | ) | 41 |   |
|   | Other interest-earning assets                                                                                             | (1         | )                                                     | 3        |   | 2 |   | (3 | ) | 5 |   | 2 |   |
|        |
|   | Total interest earned on assets                                                                                           | 43         |                                                  | (13      | ) | 30 |   | 58 |   | (9 | ) | 49 |   |
|        |
|   | Savings                                                                                                                   | (1         | )                                                     | ---      |   | (1 | ) | (1 | ) | (1 | ) | (2 | ) |
|   | N.O.W.                                                                                                                    | ---        |                                                  | (1       | ) | (1 | ) | --- |   | (1 | ) | (1 | ) |
|   | Money market and variable rate savings                                                                                    | 2          |                                                  | (1       | ) | 1 |   | 3 |   | --- |   | 3 |   |
|   | Term certificates of deposit                                                                                              | (8         | )                                                     | ---      |   | (8 | ) | (14 | ) | 6 |   | (8 | ) |
|   | Mortgagors’ escrow                                                                                                   | ---        |                                                  | 1        |   | 1 |   | --- |   | 1 |   | 1 |   |
|   | Other borrowed funds                                                                                                      | 31         |                                                  | (5       | ) | 26 |   | 48 |   | (7 | ) | 41 |   |
|   | Senior bank notes                                                                                                         | (1         | )                                                     | ---      |   | (1 | ) | (1 | ) | (1 | ) | (2 | ) |
|   | Subordinated bank notes                                                                                                   | 3          |                                                  | ---      |   | 3 |   | 7 |   | --- |   | 7 |   |
|   | Guaranteed  preferred beneficial    interest in Company's junior    subordinated debentures | ---        |                                                  | ---      |   | --- |   | --- |   | --- |   | --- |   |
|        |                                                                                                                      |
|   | Total interest paid on liabilities                                                                                        | 26         |                                                  | (6       | ) | 20 |   | 42 |   | (3 | ) | 39 |   |
|        |
|   | Net change in net interest income                                                                                         | $          | 17                                                    |     | $ | (7 | ) | $ | 10 |   | $ | 16 |   | $ | (6 | ) | $ | 10 |   |
|        |
|        |                                                                                                                           |            |                                                       |          |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |  |

 

| *(1)* | *In computing the volume and rate components of  net interest income for loans, non-accrual loans have been included.*         |
|-------|--------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *Includes interest-bearing deposits in other  banks, federal funds sold and securities purchased under agreements to  resell.* |

 

**Provision for loan losses**

Theprovision for loan losses was $5 million for the second quarter of 2001 and $10million for the first six months of 2001, down from $7 million and $15 million,respectively for the comparable 2000 periods. The decrease is primarilyattributable to a change in the timing of charge-offs on the manufacturedhousing loan portfolio to conform to recent changes in regulatory standards.Had this policy change not occurred, net charge-offs for the six months endedJune 30, 2001 would have been approximately $4 million higher. For the quarterended June 30 2001, charge-offs under both the old and new policies were thesame. Charge-offs for the quarter and six months ended June 30, 2001 on theresidential mortgage portfolio were essentially unchanged versus a year ago.The provision equaled net charge-offs for all periods.

**Non-Interest Income**

The following table summarizes the components of non-interestincome:

|                                                                   | **Quarter Ended**                       |   | **Six Months Ended** |
|------------------------------------------------------------------------|-----------------------------------------|--------|----------------------|
|                                                                   | **June 30,**                            |   | **June 30,**         |
| ****                                                                   |
| *(In millions)*                                                        | **2001**                                |   | **2000**             |   | **2001** |   | **2000** |
| ****                                                                   |
| Income from fees and  commissions:                                     |                                    |   |                 |   |   |   |   |   |   |   |   |
|                                                                   | Loan servicing fees                     | $      | 32                   |   | $ | 36 |   | $ | 63 |   | $ | 68 |
|                                                                   | Banking services fees and  commissions  |   | 11                   |   |   | 10 |   |   | 22 |   |   | 19 |
|                                                                   | Other                                   |   | 6                    |   |   | 3 |   |   | 10 |   |   | 5 |
|                                                                        |
|                                                                   | Total income from fees and  commissions |   | 49                   |   |   | 49 |   |   | 95 |   |   | 92 |
| Net gain on sales of  mortgage loans                                   |                                    | 108    |                 |   | 44 |   |   | 173 |   |   | 67 |
| Net gain on sales of  manufactured housing assets                      |                                    | ---    |                 |   | 18 |   |   | 11 |   |   | 41 |
| Change in valuation of  retained interests – Manufactured Housing |                                    | (32)   |                 |   | (16) |   |   | (32) |   |   | (19) |
| Net gain on securities                                                 |                                    | 6      |                 |   | 1 |   |   | 12 |   |   | 2 |
|                                                                        |
|                                                                   | Total non-interest income               | $      | 131                  |   | $ | 96 |   | $ | 259 |   | $ | 183 |
|                                                                        |
|                                                                        |                                         |        |                      |  |  |  |  |  |  |  |  |  |  |

Non-interestincome was $131 million and $259 million in the second quarter and six monthsended June 30, 2001, up from $96 million and $183 million in the comparableperiods a year ago. The results for the quarter and six months reflect a highergain on sale of mortgage loans partly offset by a lower gain on sale ofmanufactured housing assets and an increase in the change in valuation ofretained interests in manufactured housing loan securitizations.

Incomefrom fees and commissions was $49 million and $95 million in the second quarterand six months ended June 30, 2001, unchanged from the comparable quarter andup for the six month period a year ago, principally due to higher bankingservices fees and commissions. Loan servicing fees fell by $4 million and $5million due to a $1 million and $4 million write-down in the value of mortgageservicing rights for the quarter and six months ended June 30, 2001.

*Gain on sale of loans:*

Thefollowing table is a summary of loans sold and average margins for the reportedperiods:

|                                             | **Quarter  Ended** |   | **Six  Months Ended** |
|--------------------------------------------------|--------------------|--------|-----------------------|
|                                             | **June  30,**      |   | **June  30,**         |
| ****                                             |
| *(In millions)*                                  | **2001**           |   | **2000**              |   | **2001** |   | **2000** |
| ****                                             |
| **Whole loan – Mortgage:**                  |               |   |                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Sales                                            | $                  | 4,003  |                  |   | $ | 1,721 |   |   | $ | 6,839 |   |   | $ | 2,926 |   |
| Gain on sale                                     | $                  | 97     |                  |   | $ | 32 |   |   | $ | 159 |   |   | $ | 53 |   |
| Average margin                                   |               | 2.41   | %                     |   |   | 1.83 | % |   |   | 2.31 | % |   |   | 1.83 | % |
|                                                  |
| **Securitizations – Mortgage:**             |               |   |                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Sales                                            | $                  | 396    |                  |   | $ | 395 |   |   | $ | 475 |   |   | $ | 448 |   |
| Gain on sale                                     | $                  | 11     |                  |   | $ | 12 |   |   | $ | 14 |   |   | $ | 14 |   |
| Average margin                                   |               | 2.90   | %                     |   |   | 3.02 | % |   |   | 2.98 | % |   |   | 3.07 | % |
|                                                  |
| **Securitizations – Manufactured Housing:** |               |   |                  |   |   |   |   |   |   |   |   |   |   |   |   |
| Sales                                            | $                  | ---    |                  |   | $ | 719 |   |   | $ | 272 |   |   | $ | 1,309 |   |
| Gain on sale                                     | $                  | ---    |                  |   | $ | 18 |   |   | $ | 11 |   |   | $ | 41 |   |
| Average margin                                   |               | ---    | %                     |   |   | 2.53 | % |   |   | 4.08 | % |   |   | 3.08 | % |
|                                                  |

Gainon sale of mortgage loans increased for the quarter, principally due to ahigher volume of loans sold along with better market pricing. The Company didnot securitize and sell manufactured housing assets for the quarter ended June30, 2001 as a result of the deliberate reduction in manufactured housing loanoriginations.

**Non-Interest Expense**

The following is a summary of the components of non-interestexpense:

|                                              | **Quarter Ended** |   | **Six Months Ended** |
|---------------------------------------------------|-------------------|--------|----------------------|
|                                              | **June 30,**      |   | **June 30,**         |
| ****                                              |
| *(In millions)*                                   | **2001**          |   | **2000**             |   | **2001** |   | **2000** |
| ****                                              |
| Salaries and benefits                             | $                 | 59     |                 | $ | 53 |   | $ | 116 |   | $ | 104 |
| Employee Stock Ownership  and stock plans expense |              | 6      |                 |   | 4 |   |   | 12 |   |   | 7 |
| Net expense of premises and  equipment            |              | 22     |                 |   | 19 |   |   | 43 |   |   | 39 |
| Advertising                                       |              | 2      |                 |   | 2 |   |   | 4 |   |   | 3 |
| Federal deposit insurance  premiums               |              | ---    |                 |   | --- |   |   | 1 |   |   | 1 |
| Other administrative  expenses                    |              | 33     |                 |   | 29 |   |   | 62 |   |   | 57 |
|                                                   |
| Total general and  administrative expenses        |              | 122    |                 |   | 107 |   |   | 238 |   |   | 211 |
| Other real estate owned  operating income, net    |              | (1)    |                 |   | (1) |   |   | (1) |   |   | (1) |
| Goodwill amortization                             |              | 20     |                 |   | 20 |   |   | 40 |   |   | 40 |
|                                                   |
| Total non-interest expense                        | $                 | 141    |                 | $ | 126 |   | $ | 277 |   | $ | 250 |
|                                                   |

Totalnon-interest expense was $141 million and $277 million for the second quarterand six months ended June 30, 2001, an increase of 12% and 11%, respectively,over the same periods a year ago. Salaries and benefits increased $6 millionand $12 million, respectively, principally due to additional staff andincentive commissions related to the higher mortgage volume. Employee stockownership and stock plans expense increased $2 million and $5 million,respectively, due to a higher average stock price versus the same period a yearago.

**Income Tax Expense**

Total income tax expense increased$10 million, or 23%, to $54 million for the second quarter of 2001 and $22million, or 26% to $106 million for the six months ended June 30, 2001 versusthe comparable periods a year ago. The effective tax rate declined from 40% inthe second quarter of 2000 and 40.5% for the first six months of 2000 to 38.48%and 39.09%, respectively in the second quarter and six months ended June 30,2001.

**Loan Originations**

The following table summarizes loan origination activity for eachof the reported periods:

|                                            | **Quarter  Ended** |   | **Six  Months Ended** |
|-------------------------------------------------|--------------------|--------|-----------------------|
|                                            | **June  30,**      |   | **June  30,**         |
| ****                                            |
| *(In millions)*                                 | **2001**           |   | **2000**              |   | **2001** |   | **2000** |
| ****                                            |
| **Mortgage:**                                   |               |   |                  |   |   |   |   |   |   |   |   |
| Total applications  received                    | $                  | 13,098 |                  | $ | 5,552 |   | $ | 23,673 |   | $ | 10,171 |
|                                                 |
| Loans originated:                               |               |   |                  |   |   |   |   |   |   |   |   |
| Specialty products (1)                          | $                  | 3,114  |                  | $ | 1,398 |   | $ | 5,353 |   | $ | 2,506 |
| Home equity / Seconds                           |               | 399    |                  |   | 668 |   |   | 823 |   |   | 1,134 |
| Agency / Jumbo                                  |               | 3,335  |                  |   | 531 |   |   | 4,889 |   |   | 943 |
|                                                 |
| Total loans originated                          | $                  | 6,848  |                  | $ | 2,597 |   | $ | 11,065 |   | $ | 4,583 |
|                                                 |
| Commitments to  originate loans (end of period) | $                  | 6,385  |                  | $ | 2,956 |   | $ | 6,385 |   | $ | 2,956 |
|                                                 |
| Loans held for sale  (end of period)            | $                  | 3,684  |                  | $ | 1,519 |   | $ | 3,684 |   | $ | 1,519 |
|                                                 |

 

| *(1)* | *Specialty products include: Alt A, No Doc and A minus  programs.* |
|-------|--------------------------------------------------------------------|

 

| **Manufactured Housing:**            |   |   |   |   |   |   |   |   |   |   |   |
|--------------------------------------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|--------|
| Total loans originated               | $      | 228    |   | $      | 675    |   | $      | 415    |   | $      | 1,406  |
|                                      |
| Loans held for sale  (end of period) | $      | 352    |   | $      | 532    |   | $      | 352    |   | $      | 532    |
|                                      |

Total loan originations during the quarter for the mortgage andmanufactured housing businesses were $7 billion and $11 billion, respectively,up from $3 billion and $6 billion, respectively during the second quarter andsix months ended June 30, 2000. Continued strength in specialty, agency andjumbo mortgage originations, attributable to declining interest rates andincreased market share, offset the decline in manufactured housing originationsresulting from lower industry volumes, tightened underwriting standards andrisk based pricing initiatives.

**Non-Performing Assets:**

For the six months ended June 30, 2001, non-performing assetsdecreased by 4%. The ratio of non-performing loans to loans held for investmentfell to 2.03% at June 30, 2001 from 2.27% at December 31, 2000 while the ratioof non-performing assets to total assets fell to 1.04% at June 30, 2001 from1.33% at December 31, 2000.

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

|            | **June 30,**                       |   | **Dec.31,** |   |
|-----------------|------------------------------------|--------|-------------|--------|
| *(In millions)* | **2001**                           |   | **2000**    |   |
| ****            |
|            | Mortgage loans secured by:         |   |        |   |   |
|            | Residential one-to four-family     | $      | 169         |   | $ | 170 |   |
|            | Residential multi-family           | 9      |        | 12     |   |
|            | Commercial property                | 11     |        | 14     |   |
|            | Other loans                        | 2      |        | 1      |   |
|                 |
|            | Total non-performing loans (1)     | 191    |        | 197    |   |
|            | Total other real estate owned, net | 9      |        | 13     |   |
|                 |
|            | Total non-performing assets        | $      | 200         |   | $ | 210 |   |
|                 |
|                 |                                    |        |             |        |  |  |  |  |

* *

| *(1)* | *Includes $3 million and $6 million of  non-accrual mortgage loans under 90 days past due at June 30, 2001 and  December 31, 2000, respectively.* |
|-------|---------------------------------------------------------------------------------------------------------------------------------------------------|

 

**Allowance for Possible Loan Losses:**

The following is a summary of the provision and allowance forpossible loan losses:

|                            | **Quarter Ended** |   | **Six Months Ended** |
|---------------------------------|-------------------|--------|----------------------|
|                            | **June 30,**      |   | **June 30,**         |
| ****                            |
| *(In millions)*                 | **2001**          |   | **2000**             |   | **2001** |   | **2000** |
| ****                            |
| Balance at beginning of  period | $                 | 113    |                 | $ | 113 |   | $ | 113 |   | $ | 113 |
| Provision charged to income     |              | 5      |                 |   | 7 |   |   | 10 |   |   | 15 |
| Charge-offs:                    |              |   |                 |   |   |   |   |   |   |   |   |
| Residential mortgage            |              | (1)    |                 |   | (1) |   |   | (3) |   |   | (3) |
| Manufactured housing            |              | (9)    |                 |   | (9) |   |   | (17) |   |   | (18) |
|                                 |
| Total charge-offs               |              | (10)   |                 |   | (10) |   |   | (20) |   |   | (21) |
|                                 |
| Recoveries:                     |              |   |                 |   |   |   |   |   |   |   |   |
| Residential mortgage            |              | ---    |                 |   | --- |   |   | --- |   |   | --- |
| Manufactured housing            |              | 5      |                 |   | 3 |   |   | 10 |   |   | 6 |
|                                 |
| Total recoveries                |              | 5      |                 |   | 3 |   |   | 10 |   |   | 6 |
|                                 |
| Balance at end of period        | $                 | 113    |                 | $ | 113 |   | $ | 113 |   | $ | 113 |
|                                 |

Net mortgage loan charge-offs were$1 million and $3 million, respectively, for the quarter and six months endedJune 30, 2001, unchanged versus the comparable periods a year ago. Netcharge-offs on the portfolio of manufactured housing loans held for investmentwere $4 million and $7 million, respectively, for the quarter and six monthsended June 30, 2001, versus $6 million and $12 million, respectively, for thecomparable periods a year ago. The improvement versus a year ago on theportfolio of manufactured housing loans was primarily attributable to a changein the timing of charge-offs to conform to recent changes in regulatorystandards.

**Capital Ratios**

The Company’s ratio of period-end stockholders’ equity to endingtotal assets at June 30, 2001 was 11.49% compared to 13.00% at December 31,2000.

The Company and the Bank are subject to various regulatory capitalrequirements administered by the federal and state banking agencies. The Boardof Governors of the Federal Reserve System establishes minimum capitalrequirements for the consolidated bank holding company, as well as for theBank.

Under capital adequacy guidelines and the regulatory framework forprompt corrective action, the Bank must meet specific capital guidelines thatinvolve quantitative measures of its assets, liabilities, and certain offbalance sheet items as calculated under regulatory accounting practices. Theseguidelines require minimum ratios of risk-based capital to risk adjusted assetsof 4% for Tier 1 capital and 8% for total capital. The Federal Reserve Boardalso has guidelines for a leverage ratio that is designed to complement therisk-based capital ratios in determining the overall capital adequacy of banksand bank holding companies. A minimum leverage ratio of Tier 1 capital toaverage total assets of 3% is required for banks and bank holding companies,with an additional 100 to 200 basis points required for all but the highestrated institutions. Management believes, as of June 30, 2001, that the Companyand the Bank met all capital adequacy requirements to which they are subject.

The most recent notification from the FDIC categorized the Bank aswell capitalized under the regulatory framework for prompt corrective action.To be categorized as well capitalized, the Bank must maintain minimum Tier 1capital, total capital and leverage ratios of 6%, 10% and 5%, respectively.There have been no conditions or events since that notification that managementbelieves have changed the Company’s or Bank’s category.

|   |                                      |       |                  |      | **Required for Capital** |       |
|--------|-------------------------------------------|------------|-----------------------|-----------|--------------------------|------------|
|   | **Actual**                                |       | **Adequacy Purposes** |      |
| ****   |
|   | *(In millions)*                           | **Amount** |                  | **Ratio** |                     | **Amount** |   | **Ratio** |   |
| ****   |
|   | **As of June 30,  2001**                  |       |                  |      |                     |       |   |   |   |
|   | Total Capital (to Risk Weighted Assets):  |       |                  |      |                     |       |   |   |   |
|   | Company                                   | $          | 1,821                 |      | 11.02                    | %          | $ | 1,322 |   | 8.00 | % |
|   | Bank                                      | 1,801      |                  | 10.89     |                     | 1,322      |   | 8.00 |   |
|   | Tier 1 Capital (to Risk Weighted Assets): |       |                  |      |                     |       |   |   |   |
|   | Company                                   | $          | 1,558                 |      | 9.43                     | %          | $ | 661 |   | 4.00 | % |
|   | Bank                                      | 1,538      |                  | 9.31      |                     | 661        |   | 4.00 |   |
|   | Tier 1 Capital (to Average Assets):       |       |                  |      |                     |       |   |   |   |
|   | Company                                   | $          | 1,558                 |      | 9.20                     | %          | $ | 677 |   | 4.00 | % |
|   | Bank                                      | 1,538      |                  | 9.09      |                     | 677        |   | 4.00 |   |
|   |                                      |       |                  |      |                     |       |   |   |   |
|   | **As of December  31, 2000**              |       |                  |      |                     |       |   |   |   |
|   | Total Capital (to Risk Weighted Assets):  |       |                  |      |                     |       |   |   |   |
|   | Company                                   | $          | 1,629                 |      | 10.94                    | %          | $ | 1,191 |   | 8.00 | % |
|   | Bank                                      | 1,608      |                  | 10.80     |                     | 1,191      |   | 8.00 |   |
|   | Tier 1 Capital (to Risk Weighted Assets): |       |                  |      |                     |       |   |   |   |
|   | Company                                   | $          | 1,366                 |      | 9.17                     | %          | $ | 596 |   | 4.00 | % |
|   | Bank                                      | 1,345      |                  | 9.03      |                     | 596        |   | 4.00 |   |
|   | Tier 1 Capital (to Average Assets):       |       |                  |      |                     |       |   |   |   |
|   | Company                                   | $          | 1,366                 |      | 9.39                     | %          | $ | 582 |   | 4.00 | % |
|   | Bank                                      | 1,345      |                  | 9.27      |                     | 580        |   | 4.00 |   |
|        |                                           |            |                       |           |                          |            |  |  |  |  |  |  |

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****Item 3 - Quantitative and QualitativeDisclosureabout Market Risk**

**Market Risk Management**

TheCompany’s market risk exposure is limited solely to interest rate risk.

Interestrate risk is defined as the sensitivity of the Company’s current and futureearnings to changes in the level of market interest rates. It arises in theordinary course of the Company’s business, as the repricing characteristics ofits loans do not match those of its liabilities. The resulting interest raterisk is managed by adjustments to the Company’s investment portfolio and thematurities of market borrowings.

Managementresponsibility for interest rate risk resides with the Asset and LiabilityManagement Committee (“ALCO”). The committee is chaired by the Chief FinancialOfficer and includes the Treasurer, the Head of Risk Management and theCompany’s senior business-unit and financial executives. Interest rate riskmanagement strategies are formulated and monitored by ALCO within policies andlimits approved by the Board of Directors. These policies and limits set forththe maximum risk which the Board of Directors deems prudent, govern permissibleinvestment securities and off-balance sheet instruments and identify acceptablecounter-parties to securities and off-balance sheet transactions.

ALCO riskmanagement strategies allow for the assumption of interest rate risk within theBoard approved limits. The strategies are formulated based upon ALCO’sassessments of likely market developments and trends in the Company’s lendingand consumer banking businesses. Strategies are developed with the aim ofenhancing the Company’s net income and capital, while ensuring the risks toincome and capital from adverse movements in interest rates are acceptable.

TheCompany’s income is affected by changes in the level of market interest ratesbased upon mismatches between the repricing of its assets and liabilities. Onemeasure of interest rate sensitivity is provided by the accompanying net gapanalysis, which organizes assets and liabilities according to the time periodin which they reprice or mature. For many of the Company’s assets andliabilities, the maturity or repricing date is not determinable with certainty.For example, the Company’s mortgage and manufactured housing loans and itsmortgage-backed securities can be prepaid before contractual amortizationand/or maturity. Also, repricing of the Company’s non-time deposits is subjectto management’s evaluation of the existing interest rate environment, currentfunding and liquidity needs, and other factors influencing the marketcompetition for such deposits. The amounts in the accompanying table reflectmanagement’s judgment of the most likely repricing schedule; actual resultscould vary from those detailed herein.

Thedifference between assets and liabilities repricing in a given period is oneapproximate measure of interest rate sensitivity. More assets than liabilitiesrepricing in a period (a positive gap) implies earnings will rise as interestrates rise, and decline as interest rates decline. More liabilities repricingthan assets implies declining income as rates rise and rising income as ratesfall.

The use ofinterest rate instruments such as interest rate swaps is integrated into theCompany’s interest rate risk management. The notional amounts of theseinstruments are not reflected in the Company’s balance sheet. Where applicable,these instruments are included in the interest rate sensitivity table forpurposes of analyzing interest rate risk.

Theserepricing relationships do not consider the impact that rate movements mighthave on other components of the Bank’s risk profile; for example, an increasein interest rates, while implying that earnings will rise in a positive gapperiod, might also result in higher credit or default risk due to a higherprobability of borrowers being unable to pay the contractual payments on loans.Likewise, a decrease in rates might result in an increase in the risk thatfunds received from loan prepayments are reinvested at lower rates and/orspreads.

**Interest Rate Sensitivity GapAnalysis**

The table below depicts the Company’s interest rate sensitivity asof June 30, 2001. Allocations of assets and liabilities, including non-interestbearing sources of funds to specific periods, are based upon management’sassessment of contractual or anticipated repricing characteristics, adjustedperiodically to reflect actual experience. Those gaps are then adjusted for thenet effect of off-balance sheet financial instruments such as interest rateswaps.

During the second quarter, ALCO conducted a review of thehistorical sensitivity of core deposit pricing and balances to changes inmarket interest rates. The review indicated deposit rates and balances were farless sensitive to changes in market rates than had been previously assumed.Accordingly, the Gap table below includes longer assumed deposit repricingmaturities than in previous periods.

|                                                                                       | **Repricing Periods**                            |
|--------------------------------------------------------------------------------------------|--------------------------------------------------|
| ****                                                                                       |
|                                                                                       |                                             |   |   |   | **More than** |   | **More than** |   | **More than** |   |   |   |   |   |   |   |
|                                                                                       | **Three months**                                 |   | **three months** |   | **six months** |   | **one year** |   | **More than** |   |   |   |
| *(In millions)*                                                                            | **or less**                                      |   | **to six months** |   | **to one year** |   | **to three years** |   | **three years** |   | **Total** |
| ****                                                                                       |
| Total loans, net                                                                           | $                                                | 4,822 |   |   | $ | 755 |   |   | $ | 1,618 |   |   | $ | 2,799 |   |   | $ | 3,343 |   |   | $ | 13,337 |
| Money market investments *(1)*                                                             |                                             | 19 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 19 |
| Securities held to maturity  *(2)*                                                         |                                             | --- |   |   |   | 3 |   |   |   | --- |   |   |   | --- |   |   |   | 170 |   |   |   | 173 |
| Securities available for  sale                                                             |                                             | 686 |   |   |   | 336 |   |   |   | 530 |   |   |   | 709 |   |   |   | 1,598 |   |   |   | 3,859 |
| Other interest-earning  assets                                                             |                                             | 136 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 136 |
|                                                                                            |
|                                                                                       | Total interest-earning assets                    |   | 5,663 |   |   |   | 1,094 |   |   |   | 2,148 |   |   |   | 3,508 |   |   |   | 5,111 |   |   |   | 17,524 |
| Cash and due from banks                                                                    |                                             | 158 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 158 |
| Servicing assets                                                                           |                                             | 12 |   |   |   | 10 |   |   |   | 15 |   |   |   | 54 |   |   |   | 112 |   |   |   | 203 |
| Goodwill                                                                                   |                                             | 20 |   |   |   | 20 |   |   |   | 39 |   |   |   | 157 |   |   |   | 589 |   |   |   | 825 |
| Other non-interest earning  assets                                                         |                                             | 476 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 476 |
|                                                                                            |
|                                                                                       | Total assets                                     | $ | 6,329 |   |   | $ | 1,124 |   |   | $ | 2,202 |   |   | $ | 3,719 |   |   | $ | 5,812 |   |   | $ | 19,186 |
|                                                                                            |
| Term certificates of  deposit                                                              | $                                                | 1,576 |   |   | $ | 1,082 |   |   | $ | 2,487 |   |   | $ | 1,119 |   |   | $ | 131 |   |   | $ | 6,395 |
| Core deposits                                                                              |                                             | 614 |   |   |   | 47 |   |   |   | 214 |   |   |   | 635 |   |   |   | 2,979 |   |   |   | 4,489 |
|                                                                                            |
|                                                                                       | Total deposits                                   |   | 2,190 |   |   |   | 1,129 |   |   |   | 2,701 |   |   |   | 1,754 |   |   |   | 3,110 |   |   |   | 10,884 |
| Mortgagors’ escrow                                                                    |                                             | 3 |   |   |   | 3 |   |   |   | 5 |   |   |   | 18 |   |   |   | 63 |   |   |   | 92 |
| Securities sold under  agreements to repurchase                                            |                                             |  1,540 |   |   |   |  100 |   |   |   |  50 |   |   |   |  750 |   |   |   |  100 |   |   |   |  2,540 |
| Federal Home Loan Bank of  New York advances                                               |                                             |  650 |   |   |   |  100 |   |   |   |  100 |   |   |   |  750 |   |   |   |  649 |   |   |   |  2,249 |
| Long term  debt                                                                            |                                             | --- |   |   |   | --- |   |   |   | --- |   |   |   | 134 |   |   |   | --- |   |   |   | 134 |
| Subordinated debt                                                                          |                                             | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 150 |   |   |   | 150 |
| Guaranteed preferred  beneficial interest in Company’s junior subordinated debentures |                                             | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 200 |   |   |   | 200 |
| Notes payable                                                                              |                                             | 1 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 1 |
| Other liabilities                                                                          |                                             | 733 |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | (1 | ) |   |   | 732 |
| Stockholders’ equity                                                                  |                                             | --- |   |   |   | --- |   |   |   | --- |   |   |   | --- |   |   |   | 2,204 |   |   |   | 2,204 |
|                                                                                            |
|                                                                                       | Total liabilities and  stockholders’ equity |  $ |  5,117 |   |   |  $ |  1,332 |   |   |  $ |  2,856 |   |   |  $ |  3,406 |   |   |  $ |  6,475 |   |   |  $ |  19,186 |
|                                                                                            |
| Off balance  sheet financial instruments                                                   | $                                                | --- |   |   | $ | --- |   |   | $ | --- |   |   | $ | --- |   |   | $ | --- |   |   | $ | --- |
|                                                                                            |
| Interest rate sensitivity  gap                                                             | $                                                | 1,212 |   |   | $ | (208 | ) |   | $ | (654 | ) |   | $ | 313 |   |   | $ | (663 | ) |   |   |   |
|                                                                                            |
| Cumulative gap                                                                             | $                                                | 1,212 |   |   | $ | 1,004 |   |   | $ | 350 |   |   | $ | 663 |   |   |   | --- |   |   |   |   |
|                                                                                            |
| Interest rate sensitivity gap as a  percentage of total assets                             |                                             |  6.32 |  % |   |   |  (1.08 | )% |   |   |  (3.41 | )% |   |   |  1.63 |  % |   |   |  (3.46 | )% |   |   |   |
|                                                                                            |
| Cumulative gap as a percentage of  total assets                                            |                                             |  6.32 |  % |   |   |  5.24 |  % |   |   |  1.83 |  % |   |   |  3.46 |  % |   |   |  --- |   |   |   |   |
|                                                                                            |
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| *(1)* | *Consists of interest-bearing  deposits in other banks, federal funds sold and securities purchased under  agreements to resell.* |
|-------|-----------------------------------------------------------------------------------------------------------------------------------|
| *(2)* | *Consists of securities held  to maturity and Federal Home Loan Bank of New York stock.*                                          |

As of June30, 2001, the cumulative volume of assets maturing or repricing within one yearexceeded liabilities by $350 million, or 1.83% of total assets.

The staticgap analysis is an incomplete representation of interest rate risk for severalreasons. It fails to account for changes in prepayment speeds on the Company’smortgage and manufactured housing loans and mortgage backed securitiesportfolios. The behavior of deposit balances will vary with changes in thegeneral level of interest rates and management’s pricing strategies. The gapanalysis does not provide a clear presentation of the risks to income arisingfrom options embedded in the balance sheet.

Accordingly,ALCO makes extensive use of an earnings simulation model in the formulation ofits market risk management strategy.

The modelgives effect to management assumptions concerning the repricing of assets,liabilities and off-balance sheet financial instruments, as well as businessvolumes, under a variety of hypothetical interest rate scenarios. Thesehypothetical scenarios incorporate interest rate increases and decreases of 200basis points. Management expects that any changes over the next year will notexceed this range.

The mostcrucial management assumptions concern prepayments on the Company's mortgageloan portfolio and the pricing of consumer deposits in various interest rateenvironments. As interest rates decline, mortgage prepayments tend to increase,reducing loan portfolio growth and lowering the portfolio's average yield.Rates on non-maturity deposits rise and fall with the general level of interestrates, but tend to move less than proportionately. Rates offered on consumercertificates of deposits tend to move in close concert with market rates,though history suggests they increase less rapidly when market rates rise.Analysis shows that the Company's deposit volumes are relatively insensitive tointerest rate movements within the range encompassed in the scenarios.

At June 30, 2001, based on thismodel, the Company's potential earnings at risk to a gradual, parallel 200basis point decline in market interest rates over the next twelve months oninstruments held for other than trading purposes was a decline of approximately6.5% of projected 2001 net income. Conversely, a similar gradual 200 basispoint increase in interest rates over the next twelve months would result in aprojected increase in 2001 net income of 3.0% over what would be earned ifrates remained constant. GreenPoint does not have significant exposure to suchrisk on instruments held for trading purposes.

Management has included allderivative and other financial instruments that have a material effect incalculating the Company’s potential earning at risk.

These measures of risk represent theCompany’s exposure to interest rate movements at a particular point in time.The risk position is always changing. ALCO continuously monitors the Company’srisk profile as it changes, and alters the rate sensitivity to ensure limitsare adhered to, and that the resulting risk profile is appropriate to its viewson the likely course of interest rates and developments in its core businesses.

The Company is exposed to interestrate risk during the accumulation of mortgage loans prior to sale orsecuritization. Prior to the closing of the loan, the Company generally extendsan interest 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 commitment to the borrower, the Company will enter into mandatorycommitments to deliver mortgage whole loans to various investors, or to issueprivate securities and/or Fannie Mae and Freddie Mac securities (forwarddelivery commitments). These commitments effectively establish the price theCompany will receive for the related mortgage loan thereby minimizing the riskof subsequent changes in interest rates.

During 1998, the Company entered themanufactured housing finance business, which introduced additional market risk.One set of risks resulted from the accumulation of fixed rate manufacturedhousing loans prior to sale or securitization of those loans. The level ofmarket interest rates, and the spread over treasuries required by investorsdetermines the prices of the securities backed by the Company’s manufacturedhousing loans. A rise in market interest rates, or a widening of spreads onmanufactured housing-backed securities during the accumulation period willreduce the prices paid for the securities backed by the Company’s manufacturedhousing loans and the gain on sale.

The Companymitigates the risk associated with accumulating manufactured housing loans byhedging fixed-rate manufactured housing loan production prior to sale orsecuritization. Historical analysis indicates that interest rate swaps andLibor futures contracts correlate highly with rates paid on manufacturedhousing securities. Reports are prepared on the origination of fixed ratemanufactured housing loans on a daily and weekly basis. As the loans areaccumulated, the Bank enters into swaps in which it agrees to pay a fixed rateand receive a floating rate. Alternatively, the Bank will sell Libor futurescontracts. The amount and duration of the swaps entered into and the futurescontracts sold are selected so the change in fair value correlates closely withthe changes in the fair value of securities backed by manufactured housingloans similar to the Company’s loan inventory. The loans and the resultanthedging relationships are monitored throughout the accumulation period. At thetime a securitization is priced, establishing the gain on sale, the swaptransactions are unwound and the futures contracts repurchased. The gain orloss on the hedge position is included as part of the gain on sale from thesale of securitization.

The Company acquired servicingassets as part of the GreenPoint Credit acquisition and holds retainedinterests in the manufactured housing securitizations completed in 1999, 2000and 2001.

The fair value of the Company’sservicing assets and retained interests from securitizations are directlyaffected by the level of prepayments associated with the underlying loans.However, manufactured housing contracts historically have exhibited far lessprepayment sensitivity to changing interest rate levels than do residentialmortgage loans. Much of this reduced prepayment sensitivity can be attributedto lower borrower equity against which to refinance, and smaller loan sizeswhich reduce the incentive to refinance. Thus, in management’s judgment, thereis little earnings sensitivity solely attributable to the effect of changes ingeneral market interest rates on servicing assets.

**Credit Risk Management**

TheCompany originates mortgage and manufactured housing loans for its ownportfolio 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.

BothGreenPoint Mortgage and GreenPoint Credit maintain underwriting policies,procedures and approval authorities appropriate to their businesses. In bothcompanies, the chief credit executive reports directly to the chief executiveof the business, outside of the production organization. With respect to loansoriginated for whole loan sale to the secondary markets, where credit risk istransferred, underwriting criteria are established to meet the investorrequirements. An independent, executive-level Risk Management Divisiondetermines the criteria required for loans which will be transferred toGreenPoint’s portfolio or sold through securitizations. Within GreenPointCredit, sophisticated custom scoring models are also used to determine aborrower’s creditworthiness.

Oversightof the appraiser approval and appraisal review process is provided independentof the production organization. Appraisers are required to meet strictstandards for approval by GreenPoint, and their performance is monitored on aregular basis. With oversight by Risk Management, a comprehensive qualitycontrol process is in place in each business unit to ensure that loans beingoriginated meet the company’s underwriting standards, and that requiredoperating procedures are followed. Loans are selected monthly on a pre and postfunding basis for review by quality control analysts and staff appraisers.

RiskManagement personnel monitor closely the performance of all loans on which theCompany retains credit risk. On securitization or sale, expectations are set onthe default, recovery and voluntary prepayment rates. Each pool of loans isreviewed monthly to ensure that performance is meeting those expectations. Inthe event performance does not meet expectations, the assumptions are revised.Final responsibility for these judgments resides with executive management,independent of the business unit.

Risk Management reviews monthly thedelinquency and loss trends in all the mortgage and manufactured housing loansserviced by the Company, whether or not it retains credit exposure. These reviewsare intended to identify significant changes in credit quality which mayindicate changes to the Company’s exposures or to the efficacy of itsunderwriting of loans sold to other investors. Such changes could promptadjustments to the Company’s underwriting criteria or servicing procedures.

GreenPoint’sloan origination activity is geographically diversified throughout the U.S.GreenPoint began originating loans outside of New York State in 1996. TheCompany tracks economic and housing market trends to identify areas forexpansion and as an early warning mechanism. The Company also closely monitorstrends in delinquent and non-performing loans through cycles in the economy andin the real estate market. These economic and performance trends are analyzedin the ongoing fine-tuning of lending practices.

TheCompany uses various collection strategies and works to maintain contact withthe borrowers in order to obtain repayment. Collection activities forGreenPoint Mortgage are centralized in a servicing unit in Columbus, Georgia.GreenPoint Credit’s collection activities are decentralized among its 24regional offices in order to more effectively repossess and liquidatecollateral, thereby minimizing the loss severity. In 2000, a centralizedcollection center was opened in California to target early stage delinquenciesmore cost-effectively, thereby allowing the regional offices to focus onserious delinquencies.

TheCompany has set forth a policy for establishment and review of the adequacy ofthe allowance for loan losses in order to provide for estimated costs relatedto the problem loans. Management believes that the allowance for loan losses isadequate. However, such determination is susceptible to the effect of futureunanticipated changes in general economic and market conditions that may affectthe financial circumstances of borrowers and/or residential real estate valueswithin the Company’s lending areas.

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****PART II - OTHER INFORMATION****Item 1 - Legal Proceedings**

In the ordinary course of business, theCorporation and its subsidiaries are routinely defendants in or parties to anumber of pending and threatened legal actions and proceedings, in whichmonetary damages and other forms of relief are sought. Certain of such actionsinvolve alleged violations of consumer protection laws, including claimsrelating to the Corporation’s loan collection efforts, and other federal andstate banking laws. Certain of such actions involve claims for punitivedamages. Management has established what it believes to be sufficient allocatedreserves to cover any probable losses stemming from the settlement or paymentof any final judgments rendered in any such cases. Accordingly, managementbelieves that these actions and proceedings and the losses, if any, resultingfrom the final outcome thereof, will not be material in the aggregate to theCorporation’s financial position or results of operations.

**GREENPOINT FINANCIAL CORP. ANDSUBSIDIARIES****PART II - OTHER INFORMATIONItem 4 - Submission of Mattersto a Vote of Security Holders**

At the Company’s annual meeting ofshareholders held on May 8, 2001, the following matters were voted upon withthe results of the voting on such matters indicated:

| 1. | Election  of the following four directors of the Company to three-year terms: |
|----|-------------------------------------------------------------------------------|

 

|                | **For**    |   | **Withheld** |
|---------------------|------------|--------|--------------|
|                | ****       |   | ****         |
| Bharat B.  Bhatt    | 91,759,250 |   | 2,862,615    |
| Robert M.  McLane   | 92,361,001 |   | 2,260,864    |
| Edward C.  Schmults | 92,263,733 |   | 2,358,132    |
| Robert F.  Vizza    | 92,271,353 |   | 2,350,512    |

The following sets forth the namesof Directors continuing in office after the annual meeting;

| William M Jackson  | Peter T. Paul    |
|--------------------|------------------|
| Charles B. McQuade | Alvin N. Puryear |
| Dan F. Huebner     | Robert P. Quinn  |
| Thomas S. Johnson  |             |

 

| 2. | Ratification  of the appointment of PricewaterhouseCoopers LLP as the Corporation’s  independent auditor for the year ending December 31, 2001: |
|----|------------------------------------------------------------------------------------------------------------------------------------------------------|

 

| For:    | 93,463,898 |
|---------|------------|
| Against | 749,149    |
| Abstain | 408,818    |

 

| 3. | Approval  of the GreenPoint Financial Corp. Non-Employee Directors 2001 Stock Option  Plan: |
|----|---------------------------------------------------------------------------------------------|

 

| For:    | 81,090,724 |
|---------|------------|
| Against | 12,757,611 |
| Abstain | 773,530    |

**GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES****PART II - OTHER INFORMATIONItem 6 - Exhibits and Reports on Form8-K**

| **(a)** | **Exhibits**        |
|---------|---------------------|
|    |                |
|    | **Exhibit Number:** |
|    |                |
|    | 10.12               | GreenPoint Financial Corp Letter Agreement with Peter T. Paul dated as of  May 2, 2001 |
|    |                |   |
|    | 11.1                | Statement  Regarding Computation of Per Share Earnings |
|    |                |   |
|    | 12.1                | Ratios of  Earnings to Combined Fixed Charges and Preferred Stock Dividends |
|    |                |   |

**(b)**         **Reports on Form 8-K**

OnApril 2, 2001, GreenPoint Mortgage Securities Inc., a subsidiary of HeadlandsMortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a currentreport on Form 8-K providing for the issuance of GreenPoint Home Equity LoanTrust 2001-1, Home Equity Loan Asset-Backed Notes. GreenPoint Mortgage SecuritiesInc. is sponsor under the Sale and Servicing Agreement, dated as of April 1,2001.

On April 10, 2001, GreenPoint MortgageSecurities Inc., a subsidiary of Headlands Mortgage Company, a wholly ownedsubsidiary of GreenPoint Bank, filed a current report on Form 8-K providing forthe issuance of the GreenPoint Home Equity Loan Trust 2001-1. GreenPointMortgage Securities Inc. is sponsor under the Sale and Servicing Agreement,dated as of April 1, 2001. Included was the following information: (i) the consentof KPMG LLP, dated as of April 10, 2001 in connection with the financialstatement of Financial Guaranty Insurance Company and (ii) the auditedfinancial statements of Financial Guaranty Insurance Company for the applicableperiods.

On April 18, 2001, GreenPoint Credit,LLC, the manufactured housing finance subsidiary of GreenPoint Bank, filed acurrent report on Form 8-K for a Pooling and Servicing Agreement (2001-1),dated March 1, 2001 by and among GreenPoint Credit, LLC as Contract Seller andServicer, Bank One, National Association, as Trustee and First Union NationalBank, as co-trustee.

On April 26, 2001, GreenPoint MortgageSecurities Inc., a subsidiary of Headlands Mortgage Company, a wholly ownedsubsidiary of GreenPoint Bank, filed a current report on Form 8-K providing forthe issuance of GreenPoint Home Equity Loan Trust 2001-1, Home Equity LoanAsset-Backed Notes.  Along with theapplicable agreements were the following: (i) an Indenture dated April 1, 2001between the Trust and the Indenture Trustee (ii) a Demand Note dated April 12,2001 issued by GreenPoint Bank and (iii) a Surety Bond relating to the Notesdated April 12, 2001 and issued and delivered by Financial Guaranty InsuranceCompany.

On May 1, 2001, GreenPoint Credit, LLC,the manufactured housing finance subsidiary of GreenPoint Bank, filed a currentreport on Form 8-K that includes the following information: (i) a Pooling andServicing Agreement, dated March 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 2001-1 for  March31, 2001.

On May 22, 2001, GreenPoint Credit, LLC,the manufactured housing finance subsidiary of GreenPoint Bank, filed a currentreport on Form 8-K that includes the following information: (i) a Pooling andServicing Agreement, dated March 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 2001-1 for April 30, 2001.

On June 11, 2001, GreenPoint MortgageSecurities Inc., a subsidiary of Headlands Mortgage Company, a wholly ownedsubsidiary of GreenPoint Bank, filed a current report on Form 8-K thepreviously registered offer and sale of the GreenPoint Home Equity Loan TrustAsset-Backed Notes, Series 2000-2, Class A-1 Class A-2 and Class A-3 HomeEquity Loan Asset-Backed Notes (the “Series 2000-3 Notes”). Also included wasthe Monthly Payment Date Statement distributed to holders of Series 2000-3Notes dated April 16, 2001.

On June 11, 2001, GreenPoint MortgageSecurities Inc., a subsidiary of Headlands Mortgage Company, a wholly ownedsubsidiary of GreenPoint Bank, filed a current report on Form 8-K thepreviously registered offer and sale of the GreenPoint Home Equity Loan TrustAsset-Backed Notes, Series 2000-2, Class A-1 Class A-2 and Class A-3 HomeEquity Loan Asset-Backed Notes (the “Series 2000-3 Notes”). Also included wasthe Monthly Payment Date Statement distributed to holders of Series 2000-3 Notesdated May 15, 2001.

OnJune 19, 2001, GreenPoint Mortgage Securities Inc., a subsidiary of HeadlandsMortgage Company, a wholly owned subsidiary of GreenPoint Bank, filed a currentreport on Form 8-K providing for the issuance of GreenPoint Home Equity LoanTrust 2001-1, Home Equity Loan Asset-Backed Notes, Series 2001-1. Also includedwas the Monthly Remittance Statement to the Certificateholders dated as of May15, 2001.

On June 28, 2001, GreenPoint Credit, LLC,the manufactured housing finance subsidiary of GreenPoint Bank, filed a currentreport on Form 8-K that includes the following information: (i) a Pooling andServicing Agreement, dated March 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 2001-1 for  May 31,2001.

On June 29, 2001, GreenPoint MortgageSecurities Inc., a subsidiary of Headlands Mortgage Company, a wholly ownedsubsidiary of GreenPoint Bank, filed a current report on Form 8-K thepreviously registered offer and sale of the GreenPoint Home Equity Loan TrustAsset-Backed Certificates, Series 2001-1, (“Series 2001-1 Certificates”). Alsoincluded was the Monthly Payment Date Statement distributed to holders ofSeries 2001-1 Certificates dated May 15, 2001.

On June 29, 2001, GreenPoint MortgageSecurities Inc., a subsidiary of Headlands Mortgage Company, a wholly ownedsubsidiary of GreenPoint Bank, filed a current report on Form 8-K thepreviously registered offer and sale of the GreenPoint Home Equity Loan TrustAsset-Backed Certificates, Series 2001-1, (“Series 2001-1 Certificates”). Alsoincluded was the Monthly Payment Date Statement distributed to holders ofSeries 2001-1 Certificates dated June 15, 2001.

**GREENPOINT FINANCIAL CORP. AND SUBSIDIARIES**

**SIGNATURES**

Pursuant to the requirements of the Securities Exchange Act of1934, the registrant has duly caused this report to be signed on its behalf bythe undersigned thereunto duly authorized.

|   | 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 August 13, 2001