UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

þx QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended ~~March~~June 3130, 2003

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934.

For the transition period from to

Commission file number 0-28886

ROSLYN BANCORP, INC. ~~(Exact name of registrant as specified in its charter)~~

Delaware		11-3333218
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. Employer Identification No.)

(Exact name of registrant as specified in its charter)

Delaware		11-3333218
(State or Other Jurisdiction ofIncorporation or Organization)		(I.R.S. Employer Identification No.)
One Jericho Plaza, Jericho, New York		11753-8905
(Address of Principal Executive Offices)		(Zip Code)

(516) 942 -~~6000~~ 6000

(Registrant’s telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

~~Yes~~Indicate ~~þ No~~by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act) Yes x No ¨

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Act)

Yes þ No ¨

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Classes of Common Stock		Number of Shares Outstanding, ~~April~~August 224, 2003
$.01 Par Value		7775,~~099~~826,~~818~~918

FORM 10-Q

ROSLYN BANCORP, INC.

INDEX

		Page Number
		PageNumber
PART I – FINANCIAL INFORMATION
PART I—FINANCIAL INFORMATION
ITEM 1.	Financial Statements (Unaudited):
	Consolidated Statements of Financial Condition at March 31, 2003 and December 31, 2002	1
	Consolidated Statements of Financial Condition at June 30, 2003 and December 31, 2002	1
	Consolidated Statements of Income for the three months ended March 31, 2003 and 2002	2
	Consolidated Statements of Income for the three and six months ended June 30, 2003 and 2002	2
	Consolidated Statement of Changes in Stockholders’ Equity for the three months ended March 31, 2003	3
	Consolidated Statement of Changes in Stockholders’ Equity for the six months ended June 30, 2003	3
	Consolidated Statements of Cash Flows for the three months ended March 31, 2003 and 2002	4
	Consolidated Statements of Cash Flows for the six months ended June 30, 2003 and 2002	4
	Notes to Consolidated Financial Statements	5
ITEM 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	10
ITEM 3.	Quantitative and Qualitative Disclosure About Market Risk	2327
ITEM 4.	Controls and Procedures	2327
PART II – OTHER INFORMATION
PART II—OTHER INFORMATION
ITEM 1.	Legal Proceedings	2327
ITEM 2.	Changes in Securities and Use of Proceeds	2327
ITEM 3.	Defaults Upon Senior Securities	2327
ITEM 4.	Submission of Matters to a Vote of Security Holders	2327
ITEM 5.	Other Information	2428
ITEM 6.	Exhibits and Reports on Form 8-K	2428
Signatures		2530
Certifications		2632

PRIVATE SECURITIES LITIGATION REFORM ACT SAFE HARBOR STATEMENT

This Quarterly Report, including information included or incorporated by reference, contains statements which are not historical facts but “forward-looking statements,” as that term is defined in the Private Securities Litigation Reform Act of 1995, with respect to the financial condition, results of operations, plans, objectives, future performance and business of Roslyn Bancorp, Inc. and its subsidiaries (the Company). These forward-looking statements are subject to risks and uncertainties which could cause actual results to differ materially from those currently anticipated due to a number of factors, which include, but are not limited to, factors discussed in documents that the Company files with the Securities and Exchange Commission (the SEC) from time to time.

Forward-looking statements may be identified by the use of such words as “project,” “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” “intend” and “potential.” Examples of forward-looking statements include, but are not limited to, possible or assumed estimates with respect to the Company’s financial condition, expected or anticipated revenue, results of operations and the Company’s business, including with respect to earnings growth (on the basis of accounting principles generally accepted in the United States of America (GAAP) and on a non-GAAP cash basis); asset quality and levels of non-performing assets; resolution of non-performing assets; origination volume in the Company’s consumer, commercial and other lending businesses; results of operations from real estate joint ventures; demand for the Company’s products and services, including, among other things, retail deposit products sold through retail branches, including the Company’s de novo branches; current and future capital management programs; non-interest income, including fees from services and product sales; tangible capital generation; market share; expenses; and other business operations and strategies, each of which are subject to various factors which could cause actual results to differ materially from these estimates. The Company’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain.

Factors which could have a material adverse effect on the Company’s operations include, but are not limited to prevailing economic conditions; changes in interest rates; changes in loan demand; changes in real estate values; changes in competition; changes in retail banking revenues; changes in revenues from sales of non-deposit investment products; the level of real estate joint venture activities; the level of defaults on loans owed to the Company; losses and prepayments on loans made by the Company, whether held in portfolio or sold in the secondary markets; changes in accounting principles, policies or guidelines; changes in any applicable law, rule, regulation or practice with respect to tax or other legal issues; risks and uncertainties related to acquisitions and related integration and restructuring activities; and other economic, competitive, governmental, regulatory, and technological factors affecting the Company’s operations, pricing, products and services or the operations, pricing and products of the Company’s real estate joint ventures.

Forward-looking statements are made as of the date of this document, and, except as required by applicable law, the Company assumes no obligation to update forward-looking statements or to update the reasons why actual results could differ from those projected in forward-looking statements. You should consider these risks and uncertainties in evaluating forward-looking statements and you should not place undue reliance on these statements.

Forward-looking statements also include, with limitation, those statements relating the anticipated effects of the Company’s proposed merger with New York Community Bancorp, Inc. The following factors, among others, could cause the actual results of the merger to differ materially from expectations: the ability of the companies to obtain the required shareholder or regulatory approvals of the merger; the imposition of any regulatory conditions or requirements on the merger; the ability of the companies to consummate the merger; the ability to successfully integrate the companies following the merger, including integration of data processing systems and retention of key personnel; a materially adverse change in the financial condition, operations, or projected or actual earnings of either company; the ability to fully realize the expected cost savings and revenues; the ability to realize the expected cost savings and revenues on a timely basis; and any material change in the local markets in which each company operates.

ROSLYN BANCORP, INC.

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(Unaudited)

(In thousands, except share amounts)

	March 31, 2003			December 31, 2002
	June 30, 2003			December 31, 2002
ASSETS
Cash and cash equivalents:
Cash and cash items	$	11,~~507~~673		$	13,249
Due from banks		6258,~~801~~355			55,740
Total cash and cash equivalents		7470,~~308~~028			68,989
Money market investments		~~80,700~~—			102,000
Securities:
Debt securities held-to-maturity, net (fair value of $384,508 and $377,393 at March 31, 2003 and December 31, 2002, respectively)		381,345			374,763
Debt securities held-to-maturity, net (fair value of $279,798 and $377,393 at June 30, 2003 and December 31, 2002, respectively)		283,491			374,763
Debt and equity securities available-for-sale, net		~~946~~1,~~587~~047,628			1,520,187
Mortgage-backed and mortgage related securities available-for-sale, net (securities pledged of $2,869,331 and $3,377,061 at March 31, 2003 and December 31, 2002, respectively)		5,778,995			5,418,706
Mortgage-backed and mortgage related securities available-for-sale, net (securities pledged of $2,980,993 and $3,377,061 at June 30, 2003 and December 31, 2002, respectively)		5,509,183			5,418,706
Total securities available-for-sale, net		76,~~106~~840,~~927~~302			7,313,656
Federal Home Loan Bank of New York stock, at cost		83,290			97,040
Loans held-for-sale		105,~~693~~969			11,636
Loans receivable held for investment, net:
Real estate loans, net		23,~~970~~271,~~598~~741			2,~~861~~853,~~100~~275
Consumer and other loans, net		~~286~~280,~~260~~467			~~295~~303,~~586~~411
Total loans receivable held for investment, net		3,~~256~~552,~~858~~208			3,156,686
Allowance for loan losses		(4344,~~868~~326	)		(43,421	)
Total loans receivable held for investment, net of allowance for loan losses		3,~~212~~507,~~990~~882			3,113,265
Banking house and equipment, net		3940,~~619~~681			39,558
Accrued interest receivable		5654,~~590~~802			58,268
Deferred tax asset, net		127,~~761~~557			19,524
Other assets		~~203~~198,~~628~~938			196,283
Total assets	$	10,~~881~~809,~~506~~449		$	11,020,219
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities:
Deposits
Deposits:
Savings accounts	$	1,~~274~~294,~~033~~058		$	1,194,836
Certificates of deposit		3,~~360~~379,~~385~~231			3,129,469
Money market accounts		~~932~~830,~~233~~689			863,457
Interest-bearing demand deposit accounts		~~318~~342,~~894~~314			309,724
Demand deposit accounts		~~232~~238,~~694~~823			213,364
Total deposits		6,~~118~~085,~~239~~115			5,710,850
Official checks outstanding		3739,~~923~~541			38,350
Borrowed funds:
Reverse-repurchase agreements		2,410,299			2,948,587
Senior notes		189,~~771~~784			189,759
Other borrowings		1,380,~~800~~798			1,380,801
Total borrowed funds payable		3,980,~~870~~881			4,519,147
Accrued interest payable and dividends		3028,~~598~~467			28,067
Mortgagors’ escrow and security deposits		3220,~~545~~413			24,296
Accrued taxes payable		2612,~~796~~465			18,946
Accrued expenses and other liabilities		4341,~~024~~648			41,049
Total liabilities		10,~~269~~208,~~995~~530			10,380,705
Guaranteed preferred beneficial interest in junior subordinated debentures		63,000			63,000
Stockholders’ equity:
Preferred stock, $0.01 par value, 10,000,000 shares authorized; none issued		—			—
Common stock, $0.01 par value, 200,000,000 shares authorized; 118,811,472 shares issued; 78,299,818 and 80,752,923 shares outstanding at March 31, 2003 and December 31, 2002, respectively		1,188			1,188
Common stock, $0.01 par value, 200,000,000 shares authorized; 118,811,472 shares issued; 75,826,918 and 80,752,923 shares outstanding at June 30, 2003 and December 31, 2002, respectively		1,188			1,188
Additional paid-in-capital		509,~~426~~800			509,053
Retained earnings—partially restricted		~~704~~728,~~925~~088			682,853
Accumulated other comprehensive income:
Net unrealized gain on securities available-for-sale, net of tax		1320,~~605~~961			4,047
Unallocated common stock held by Employee Stock Ownership Plan (ESOP)		(42,~~596~~147	)		(43,044	)
Unearned common stock held by Stock-Based Incentive Plan (SBIP)		(1615,~~648~~266	)		(3,575	)
Common stock held by Supplemental Executive Retirement Plan (SERP), at cost (548,800 shares at March 31, 2003 and December 31, 2002)		(5,997	)		(5,997	)
Common stock held by Supplemental Executive Retirement Plan (SERP), at cost (173,696 and 548,800 shares at June 30, 2003 and December 31, 2002)		(3,235	)		(5,997	)
Treasury stock, at cost (40,511,654 and 38,058,549 shares at March 31, 2003 andDecember 31, 2002, respectively)		(615,392	)		(568,011	)
Treasury stock, at cost (42,984,554 and 38,058,549 shares at June 30, 2003 and December 31, 2002, respectively)		(661,470	)		(568,011	)
Total stockholders’ equity		~~548~~537,~~511~~919			576,514
Total liabilities and stockholders’ equity	$	10,~~881~~809,~~506~~449		$	11,020,219

See accompanying notes to consolidated financial statements.

ROSLYN BANCORP, INC.

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

(In thousands, except per share amounts)

	For the Three Months Ended March 31,
	For the Three MonthsEnded June 30,							For the Six MonthsEnded June 30,
	2003			2002	~~2002~~			2003			2002
Interest income:
Money market investments	$	~~185~~170		$	$342	~~455~~		$	355		$	797
Debt and equity securities		2420,~~351~~922			23,669	~~23,283~~			45,273			46,952
Mortgage-backed and mortgage related securities		7565,~~559~~921			68,389	~~55,379~~			141,480			123,768
Real estate loans		4749,~~510~~579			54,812	~~57,451~~			97,089			112,263
Consumer and other loans		3,~~343~~192			4,301	~~4,364~~			6,535			8,665
Total interest income		~~150~~139,~~948~~784			151,513	~~140,932~~			290,732			292,445
Interest expense:
Deposits		3331,~~143~~047			32,797	~~31,182~~			64,190			63,979
Borrowed funds		47,~~356~~040			48,713	~~45,251~~			94,396			93,964
Total interest expense		8078,~~499~~087			81,510	~~76,433~~			158,586			157,943
Net interest income before provision for loan losses		7061,~~449~~697			70,003	~~64,499~~			132,146			134,502
Provision for loan losses		500			750	~~750~~			1,000			1,500
Net interest income after provision for loan losses		6961,~~949~~197			69,253	~~63,749~~			131,146			133,002
Non-interest income:
Fees and service charges		45,~~347~~236			4,497	~~3,767~~			9,583			8,264
Net gains on securities		34,~~484~~151			15	50			7,635			65
Income from bank owned life insurance		1,~~813~~781			1,883	~~1,971~~			3,594			3,854
Joint venture (loss) income		(80	)			4,963
Joint venture income (loss)		—			5,234				(80	)		10,197
Other non-interest income		~~491~~370			414	~~181~~			861			595
Total non-interest income		1011,~~055~~538			12,043	~~10,932~~			21,593			22,975
Non-interest expense:
General and administrative expenses:
Compensation and employee benefits		1211,~~188~~080			13,927	~~13,852~~			23,268			27,779
Occupancy and equipment		3,~~827~~611			3,193	~~3,169~~			7,438			6,362
Deposit insurance premiums		~~236~~234			209	~~212~~			470			421
Advertising and promotion		~~640~~500			744	~~997~~			1,140			1,741
Other non-interest expenses		4,~~197~~325			5,111	~~4,971~~			8,522			10,082
Total general and administrative expenses		2119,~~088~~750			23,184	~~23,201~~			40,838			46,385
Amortization of intangible assets		3132			32	31			63			63
Real estate operations, net		5916			(9	~~(74~~)	)		75			(83	)
Capital trust securities		~~851~~860			943	~~124~~			1,711			1,067
Prepayment penalties on debt extinguishments		~~1,502~~—			—	—			1,502			—
Total non-interest expense		2320,~~531~~658			24,150	~~23,282~~			44,189			47,432
Income before provision for income taxes		5652,~~473~~077			57,146	~~51,399~~			108,550			108,545
Provision for income taxes		1916,~~015~~465			20,405	~~17,815~~			35,480			38,220
Net income	$	3735,~~458~~612		$	$36,741	~~33,584~~		$	73,070		$	70,325
Basic earnings per common share	$	0.5049		$	$0.46	~~0.42~~		$	1.00		$	0.88
Diluted earnings per common share:	$	0.50			$	0.41
Diluted earnings per common share	$	0.49		$	0.45			$	0.98		$	0.86

See accompanying notes to consolidated financial statements.

ROSLYN BANCORP, INC.

CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS’ EQUITY

(Unaudited)

(In thousands, except per share amount)

	Common stock		Additional paid-in- capital		Retained earnings- partially restricted			Accumulated other comprehensive income		Unallocated common stock held by ESOP			Unearned common stock held by SBIP			Common stock held by SERP,at cost			Treasury stock, at cost			Total stockholders’ equity
	Commonstock		Additionalpaid-in- capital		Retainedearnings- partiallyrestricted			Accumulatedothercomprehensiveincome		Unallocatedcommonstockheld byESOP			Unearnedcommonstockheld bySBIP			Commonstock held bySERP, atcost			Treasurystock, atcost			Total stockholders’equity
Balance at December 31, 2002	$	1,188	$	509,053	$	682,853		$	4,047	$	(43,044	)	$	(3,575	)	$	(5,997	)	$	(568,011	)	$	576,514
Comprehensive income:
Net income						3773,~~458~~070																	3773,~~458~~070
Other comprehensive income, net of tax:
Net unrealized gain on securities, net of reclassificationadjustment (1) (2)									9,558														9,558
Net unrealized gain on securities,net of reclassification adjustment (1) (2)									16,914														16,914
Total comprehensive income																							4789,~~016~~984
Exercise of stock options and related tax benefit						(45,~~259~~635	)																(45,~~259~~635	)
Allocation of ESOP stock				~~373~~747							~~448~~897												~~821~~1,644
Amortization of SBIP stock awards						4081								12,~~003~~385									12,~~043~~466
Cash dividends on common stock ($0.15 per share)						(11,167	)																(11,167	)
Distribution of SERP stock																	3,775						3,775
Common stock acquired, at cost														(14,076	)					(47,381	)		(61,457	)
Cash dividends on common stock ($0.305 per share)						(22,281	)																(22,281	)
Balance at March 31, 2003	$	1,188	$	509,426	$	704,925		$	13,605	$	(42,596	)	$	(16,648	)	$	(5,997	)	$	(615,392	)	$	548,511
Common stock acquired, at cost														(14,076	)		(1,013	)		(93,459	)		(108,548	)
Balance at June 30, 2003	$	1,188	$	509,800	$	728,088		$	20,961	$	(42,147	)	$	(15,266	)	$	(3,235	)	$	(661,470	)	$	537,919

(1) Disclosure of reclassification amount, net of tax, for the ~~three~~six months ended ~~March~~June 3130, 2003:

Net unrealized appreciation arising during the period, net of tax	$	1121,~~636~~362
Less: Reclassification adjustment for net gains included in net income, net of tax		24,~~078~~448
Net unrealized gain on securities, net of tax	$	916,~~558~~914

(2) The tax expense relating to the net unrealized appreciation on securities during the ~~three~~six months ended ~~March~~June 3130, 2003 was $614.8 million. The tax expense relating to the reclassification adjustment for net gains was $13.42 million for the ~~three~~six months ended ~~March~~June 3130, 2003.

See accompanying notes to consolidated financial statements.

ROSLYN BANCORP, INC.

~~Consolidated~~CONSOLIDATED ~~Statements~~STATEMENTS ofOF ~~Cash~~CASH ~~Flows~~FLOWS

(Unaudited)

(In thousands)

	For the Three Months Ended March 31,
	For the Six Months EndedJune 30,
	2003			2002
Cash flows from operating activities:
Net income	$	3773,~~458~~070		$	3370,~~584~~325
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for loan losses		~~500~~1,000			~~750~~1,500
Provision for other real estate owned losses		53			—
Amortization of intangible assets		3163			3163
Depreciation and amortization		12,~~232~~375			~~934~~1,915
Accretion of discounts in excess of amortization of premiums		(711,~~709~~724	)		(817,~~213~~947	)
ESOP and SBIP expense, net		14,~~864~~110			25,~~879~~819
Originations of loans held-for-sale, net of sales		16,~~310~~333			45,~~010~~267
Net gains on sales of loans		(~~367~~666	)		(~~191~~358	)
Net gains on securities		(37,~~484~~635	)		(5065	)
Net gains on sales of real estate owned		(914	)		(6985	)
Income from bank owned life insurance		(1,813	)		(1,971	)
Net gains on sales of fixed assets		—			(6	)
Income taxes deferred and tax benefits attributable to stock plans		2,690			2,684
Income from bank owned life insurance		(3,594	)		(3,854	)
Income taxes deferred and tax benefits attributable to stock plans		3,287			7,304
Changes in assets and liabilities:
Decrease (increase) in accrued interest receivable		13,~~678~~466			(79,~~117~~654	)
(Increase) decrease in other assets		(5,574	)		447
Decrease in other assets		371			566
Decrease in official checks outstanding		(427	)		(17,284	)
Increase (decrease) in official checks outstanding		1,191			(9,453	)
Increase in accrued interest payable and dividends		~~2,531~~400			42,~~524~~859
Increase in accrued taxes payable		7,850			6,961
Decrease in accrued taxes payable		(6,481	)		(9,639	)
Increase (decrease) in accrued expenses and other liabilities		~~1,975~~599			(~~5,318~~739	)
Net decrease in deferred loan costs and fees		2,~~182~~412			~~476~~632
Net cash provided by operating activities		4168,~~971~~616			1744,~~067~~450
Cash flows from investing activities:
Net redemption of Federal Home Loan Bank stock		13,750			1214,~~480~~980
Proceeds from sales and repayments of securities available-for-sale		2,859,611			1,013,426
Purchases of securities held-to-maturity		(211,454	)		—
Purchases of securities available-for-sale		(2,625,356	)		(1,881,131	)
Proceeds from calls of securities held-to-maturity		313,606			—
Net loan (originations) repayments		(102,543	)		194,217
Proceeds from sales and repayments of securities available-for-sale		6,775,014			1,827,652
Investment in real estate joint venture		—			(21,394	)
Purchases of securities available-for-sale		(6,355,547	)		(3,222,214	)
Purchases of banking house and equipment, net		(1,293	)		(2,281	)
Net loan (originations) repayments		(398,164	)		294,761
Proceeds from sales of other real estate owned		103			358
Investment in real estate joint venture		—			(24,440	)
Net cash provided by (used in) investing activities		144,272			(684,325	)
Purchases of banking house and equipment, net		(3,498	)		(4,404	)
Proceeds from sales of other real estate owned		601			429
Net cash provided by (used in) investing activities		134,308			(1,113,236	)
Cash flows from financing activities:
Increase in demand deposit, money market and savings accounts		~~176~~124,~~473~~503			~~156~~268,~~709~~605
Increase in certificates of deposit		~~230~~249,~~916~~762			~~143~~390,~~551~~680
Decrease in short-term reverse-repurchase agreements and other borrowings		(600,000	)		(281,891	)
Increase (decrease) in short-term reverse-repurchase agreements and other borrowings		61,709			(118,958	)
Increase in long-term reverse-repurchase agreements and other borrowings		61,711			649,999
(Decrease) increase in long-term reverse-repurchase agreements and other borrowings		(600,000	)		564,998
Net proceeds from issuance of guaranteed preferred beneficial interest in junior subordinated debentures		—			62,335
Increase in mortgagors’ escrow and security deposits		8,249			10,657
Decrease in mortgagors’ escrow and security deposits		(3,883	)		(3,809	)
Net cash used in exercise of stock options		(68,~~949~~922	)		(718,~~261~~795	)
Cash dividends paid on common stock		(1122,~~167~~281	)		(1020,~~112~~434	)
Cost to repurchase treasury stock		(4793,~~381~~459	)		(3769,~~365~~590	)
Cost to repurchase SBIP stock		(14,076	)		—
Net proceeds from distribution of SERP stock		2,762			—
Net cash (used in) provided by financing activities		(202,224	)		686,622
Cost to repurchase SBIP stock		(14,076	)		(1,695	)
Net (decrease) increase in cash and cash equivalents		(15,981	)		19,364
Net cash (used in) provided by financing activities		(303,885	)		1,053,337
Net decrease in cash and cash equivalents		(100,961	)		(15,449	)
Cash and cash equivalents at beginning of period		170,989			102,825
Cash and cash equivalents at end of period	$	~~155~~70,~~008~~028		$	~~122~~87,~~189~~376
Supplemental disclosures of cash flow information:
Cash paid during the period for:
Interest on deposits and borrowed funds	$	77157,~~802~~853		$	71155,~~909~~084
Income taxes	$	838,~~476~~677		$	840,~~172~~424
Non-cash investing activities:
Additions to other real estate owned	$	136		$	~~260~~674

See accompanying notes to consolidated financial statements.

ROSLYN BANCORP, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

BASIS OF PRESENTATION

The accompanying consolidated financial statements include the accounts of Roslyn Bancorp, Inc. (on a stand alone basis, the Holding Company) and with its wholly-owned subsidiaries (collectively, the Company). Roslyn Bancorp, Inc. is the holding company for The Roslyn Savings Bank and its subsidiaries (collectively, the Bank).

The consolidated financial statements included herein reflect all normal recurring adjustments which, in the opinion of management, are necessary to present a fair statement of the results for the interim periods presented. Such adjustments are the only adjustments made to the consolidated financial statements contained herein. The results of operations for the three and six months ended ~~March~~June 3130, 2003 are not necessarily indicative of the results of operations that may be expected for the entire year. Certain information and note disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (GAAP) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission (the SEC). When necessary, certain reclassifications have been made to prior period amounts to conform to the current period presentation. The consolidated financial statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2002 Annual Report on Form 10-K.

~~The~~2. ~~consolidated~~NEW ~~financial~~ACCOUNTING ~~statements should be read in conjunction with the audited consolidated financial statements and notes thereto included in the Company’s 2002 Annual Report on Form 10-K.~~ PRONOUNCEMENTS

2In May 2003, the Financial Accounting Standards Board (FASB) issued Statement of Accounting Standards (SFAS) No. ~~STOCK-BASED~~ ~~COMPENSATION~~150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity.” SFAS No. 150 addresses the accounting for certain financial instruments that, under previous guidance, issuers could account for as equity. The statement requires that those instruments be classified as liabilities in statements of financial position.

~~As allowed by Statement of Accounting Standard (~~SFAS) No. ~~123,~~150 ~~“Accounting~~is effective for ~~Stock-Based~~all ~~Compensation,”~~financial ~~the~~instruments ~~Company~~entered ~~adheres~~into toor ~~the intrinsic-value-based~~modified ~~method~~after ofMay ~~Accounting~~31, ~~Principles~~2003, ~~Board~~and ~~Opinion~~otherwise ~~No.~~is ~~25,~~effective ~~“Accounting~~at ~~for~~the ~~Stock~~beginning ~~Issued~~of tothe ~~Employees,”~~first ~~and~~interim ~~related~~period ~~interpretations~~beginning toafter ~~account~~June ~~for~~15, ~~stock~~2003. ~~options~~The ~~granted~~impact ~~under~~on the Company’s ~~Stock-Based~~consolidated ~~Incentive~~statements ~~Plans~~of ~~(SBIP).~~financial ~~Under~~condition ~~this~~upon ~~method~~adoption noof ~~compensation~~SFAS ~~expense~~No. is150 ~~recognized~~will asbe ~~all~~the ~~options~~reclassification ~~granted~~of ~~under~~ the ~~SBIP~~guaranteed ~~had~~preferred anbeneficial ~~exercise~~interest ~~price~~in ~~equal~~junior tosubordinated ~~the~~debentures ~~market~~from ~~value~~in ofbetween ~~the~~total ~~underlying~~liabilities ~~common~~and ~~stock~~stockholders’ onequity ~~the~~to ~~date~~borrowed ~~of grant~~funds. The impact ~~following~~on ~~table~~the ~~illustrates~~Company’s ~~the~~consolidated ~~effect~~statements ~~on net~~of income ~~and~~upon ~~earnings~~adoption ~~per~~of ~~share~~SFAS ifNo. ~~the~~150 ~~fair~~will ~~value~~be ~~based~~the ~~method~~classification of ~~SFAS~~interest ~~No.~~expense ~~123~~on ~~had~~borrowed ~~been~~funds ~~applied~~related ~~for~~to the ~~three~~guaranteed ~~months~~preferred ~~ended~~beneficial ~~March~~interest ~~31,~~in ~~2003~~junior ~~and~~subordinated ~~2002:~~debentures (whereby previously such charges were included in non-interest expense).

	2003	2002
	(Dollars in thousands)
Net income, as reported	$37,458	$33,584
Less: Total stock-based employee compensation expense determined under fair value method for all options, net of tax	559	1,141
Pro forma net income	$36,899	$32,443
Basic earnings per share:
As reported	$ 0.50	$ 0.42
Pro forma	0.50	0.40
Diluted earnings per share:
As reported	$ 0.50	$ 0.41
Pro forma	0.49	0.39

In April 2003, the FASB issued SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities.” SFAS No. 149 amends and clarifies accounting for derivative instruments, including certain derivative instruments embedded in other contracts, and for hedging activities under SFAS No. 133, “Accounting for Derivative Instruments and Hedging Activities.” SFAS No. 149 is effective for contracts entered into or modified after June 30, 2003, and for hedging relationships designated after June 30, 2003. Management does not believe that the adoption of SFAS No. 149 will have a material impact on the Company’s consolidated financial position or results of operations, except as stated below, after June 30, 2003.

The guidance should be applied prospectively. The provisions of SFAS No. 149 that relate to Statement 133 Implementation Issues that have been effective for fiscal quarters that began prior to June 15, 2003, should continue to be applied in accordance with their respective effective dates. In addition, certain provisions relating to forward purchases or sales of when-issued securities or other securities that do not yet exist, should be applied to existing contracts as well as new contracts entered into after June 30, 2003.

~~Additionally, during the first quarter of 2003, the Company purchased 725,000 shares of its common stock in the open market, pursuant The Roslyn Bancorp, Inc~~3. ~~2001 Stock~~STOCK-~~Based~~BASED Incentive Plan (the 2001 Incentive Plan). These shares were purchased at an average price of $19.41 per share. During February 2003, 725,000 shares and 2,456 shares were awarded from the 2001 Incentive Plan and The Roslyn Bancorp, Inc. 1997 Stock-Based Incentive Plan, respectively, at a price range of $19.23 to $19.92 per share. Such awards vest over approximately a five-year period. The expense related these awarded shares for the quarter ended March 31, 2003 was $451,000. COMPENSATION

3As allowed by SFAS No. ~~DEBT~~ 123, ~~EQUITY~~“Accounting for Stock-Based Compensation,” ~~MORTGAGE~~the Company adheres to the intrinsic-~~BACKED~~value-based ~~AND~~method ~~MORTGAGE~~of ~~RELATED~~Accounting ~~SECURITIES~~Principles Board Opinion No. 25, ~~NET~~“Accounting for Stock Issued to Employees,” and related interpretations to account for stock options granted under the Company’s Stock-Based Incentive Plans (SBIP). Under this method no compensation expense is recognized as all options granted under the SBIP had an exercise price equal to the market value of the underlying common stock on the date of grant. The following table illustrates the effect on net income and earnings per share if the fair value based method of SFAS No. 123 had been applied for the three and six months ended June 30, 2003 and 2002:

The following table sets forth certain information regarding amortized cost and estimated fair values of debt, equity, mortgage-backed and mortgage related securities, net, at March 31, 2003 and December 31, 2002:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,
	2003		2002		2003		2002
Net income, as reported	$	35,612	$	36,741	$	73,070	$	70,325
Less: Total stock-based employee compensation expense determined under fair value method for all options, net of tax		814		1,141		1,373		2,283

Pro forma net income	$	34,798	$	35,600	$	71,697	$	68,042

Basic earnings per share:
As reported	$	0.49	$	0.46	$	1.00	$	0.88
Pro forma		0.48		0.45		0.98		0.85
Diluted earnings per share:
As reported	$	0.49	$	0.45	$	0.98	$	0.86
Pro forma		0.47		0.44		0.96		0.83

	March 31, 2003				December 31, 2002
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Held-to-maturity:
Debt securities, net:
United States Government agencies, net	$	381,345	$	384,508	$	374,763	$	377,393
Total debt securities held-to-maturity, net	$	381,345	$	384,508	$	374,763	$	377,393
Available-for-sale:
Debt securities, net:
United States Government agencies, net	$	304,911	$	305,524	$	868,416	$	871,394
State, county and municipal		4,480		5,247		4,478		4,859
Other		1,000		1,060		1,000		1,000
Total debt securities, net		310,391		311,831		873,894		877,253
Equity securities, net:
Preferred and common stock		205,239		205,819		166,616		154,332
Trust preferreds, net		416,096		416,328		479,808		476,102
Other		14,878		12,609		14,808		12,500
Total equity securities, net		636,213		634,756		661,232		642,934
Total debt and equity securities, net		946,604		946,587		1,535,126		1,520,187
Mortgage-backed and mortgage related securities, net:
GNMA pass-through securities, net		72,678		77,241		84,705		90,153
FNMA pass-through securities, net		28,955		30,738		32,847		34,841
FHLMC pass-through securities, net		58,964		63,522		67,901		72,943
Whole loan private collateralized mortgage obligations, net		260,332		262,003		298,288		299,578
Agency collateralized mortgage obligations, net		5,320,152		5,330,786		4,898,389		4,906,428
Whole loan state agency mortgage-backed securities		14,703		14,705		14,763		14,763
Total mortgage-backed and mortgage related securities, net		5,755,784		5,778,995		5,396,893		5,418,706
Total securities available-for-sale, net	$	6,702,388	$	6,725,582	$	6,932,019	$	6,938,893

DEBT, EQUITY, MORTGAGE-BACKED AND MORTGAGE RELATED SECURITIES, NET

	June 30, 2003				December 31, 2002
	Amortized Cost		Estimated Fair Value		Amortized Cost		Estimated Fair Value
	(In thousands)
Held-to-maturity:
Debt securities, net:
United States Government agencies, net	$	283,491	$	279,798	$	374,763	$	377,393

Total debt securities held-to-maturity, net	$	283,491	$	279,798	$	374,763	$	377,393

Available-for-sale:
Debt securities, net:
United States Government agencies, net	$	379,478	$	379,713	$	868,416	$	871,394
State, county and municipal		4,482		5,277		4,478		4,859
Other		51,000		50,941		1,000		1,000

Total debt securities, net		434,960		435,931		873,894		877,253

Equity securities, net:
Preferred and common stock		206,215		210,241		166,616		154,332
Trust preferreds, net		384,941		387,490		479,808		476,102
Other		14,933		13,966		14,808		12,500

Total equity securities, net		606,089		611,697		661,232		642,934

Total debt and equity securities, net		1,041,049		1,047,628		1,535,126		1,520,187

Mortgage-backed and mortgage related securities, net:
GNMA pass-through securities, net		61,763		65,150		84,705		90,153
FNMA pass-through securities, net		20,583		21,780		32,847		34,841
FHLMC pass-through securities, net		50,985		54,227		67,901		72,943
Whole loan private collateralized mortgage obligations, net		24,758		24,828		298,288		299,578
Agency collateralized mortgage obligations, net		5,307,534		5,328,828		4,898,389		4,906,428
Whole loan state agency mortgage-backed securities		14,385		14,370		14,763		14,763

Total mortgage-backed and mortgage related securities, net		5,480,008		5,509,183		5,396,893		5,418,706

Total securities available-for-sale, net	$	6,521,057	$	6,556,811	$	6,932,019	$	6,938,893

45. LOANS RECEIVABLE, NET

Loans receivable, net, at ~~March~~June 3130, 2003 and December 31, 2002 consists of the following:

	March 31, 2003			December 31, 2002
	June 30, 2003			December 31, 2002
	(In thousands)
Loans held-for-sale:
One- to four-family loans	$	105,~~306~~804		$	10,972
Student loans		~~387~~165			664
Total loans held-for-sale	$	105,~~693~~969		$	11,636
Loans receivable held for investment, net:
Real estate loans:
One- to four-family	$	1856,~~056,011~~006		$	1,289,603
Multi-family		~~731~~1,~~291~~228,460			430,798
Commercial		~~716~~693,~~473~~407			698,720
Construction and development		~~457~~484,~~817~~893			423,119
Total real estate loans		23,~~961~~262,~~592~~766			2,842,240
Net unamortized discount and deferred income		(~~494~~138	)		(532	)
Net deferred loan origination costs		9,~~500~~113			11,567
Total real estate loans, net		23,~~970~~271,~~598~~741			2,853,275
Consumer and other loans, net:
Consumer and other		~~100~~107,~~539~~167			108,848
Home equity and second mortgage		~~184~~171,~~091~~869			192,780
Total consumer and other loans		~~284~~279,~~630~~036			301,628
Net deferred loan origination costs		1,~~630~~431			1,783
Total consumer and other loans, net		~~286~~280,~~260~~467			303,411
Total loans receivable held for investment, net		3,~~256~~552,~~858~~208			3,156,686
Allowance for loan losses		(4344,~~868~~326	)		(43,421	)
Total loans receivable held for investment, net of allowance for loan losses	$	3,~~212~~507,~~990~~882		$	3,113,265

56. ASSET QUALITY

The following table sets forth information regarding non-accrual loans and real estate owned, net, at the dates indicated. It is the Company’s policy generally to discontinue accruing interest on all loans that are contractually past due 90 days or more, or when in the opinion of management such suspension is otherwise warranted. When a loan is placed on non-accrual status, the Company ceases the accrual of interest owed, and previously accrued interest outstanding is charged against interest income. Loans are generally returned to accrual status when the loan delinquency status is less than 90 days past due and the Company has reasonable assurance that the loan will be fully collectible.

	At March 31, 2003			At December 31, 2002
	At June 30, 2003			At December 31, 2002
	(In thousands)
Non-accrual loans:
One- to four-family	$	4,~~492~~409		$	5,110
Commercial real estate		19,~~265~~262			32,894
Home equity		~~280~~285			223
Consumer and other		94132			41
Total non-accrual loans		24,~~131~~088			38,268
Loans contractually past due 90 days or more and still accruing (1)		3,~~650~~883			3,597
Total non-performing loans		27,~~781~~971			41,865
Real estate owned		~~706~~212			717
Total non-performing assets	$	28,~~487~~183		$	42,582
Allowance for loan losses as a percent of total loans (2)		1.3525	%		1.38	%
Allowance for loan losses as a percent of total non-performing loans		~~157~~158.9147			103.72
Total non-performing loans as a percent of total loans (2)		0.8579			1.33
Total non-performing assets as a percent of total assets		0.26			0.39

(1)

Amounts shown are comprised of U.S. Government guaranteed one- to four-family loans.

(2)

Total loans consist of total loans receivable held for investment, net, excluding the allowance for loan losses.

67. OBLIGATIONS UNDER GUARANTEES

In November 2002, the ~~Financial Accounting Standards Board (~~FASB) issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others.” Such Interpretation elaborates on the disclosures to be made by a guarantor about its obligations under certain guarantees issued. It also clarifies that a guarantor is required to recognize, at the inception of a guarantee, a liability for the fair value of the obligation undertaken in issuing the guarantee. The initial recognition and measurement provisions of this Interpretation ~~applies~~apply to guarantees issued or modified after December 31, 2002. The Company ~~has~~ adopted these provisions on January 1, 2003.

The Company provides guarantees and indemnifications to its customers to enable them to complete a wide variety of business transactions and to enhance their credit standing. During the ~~three~~six months ended ~~March~~June 3130, 2003, the Company has issued or modified $3.1 million in guarantees. The Company has recorded such guarantees at their respective fair values as an “other liability.” The Company deems the fair value of the guarantees to equal the consideration received. The following table summarizes the Company’s guarantees and indemnifications at ~~March~~June 3130, 2003:

	Expire within one year		Expire after one year		Total outstanding amount		Maximum potential amount of future payments
	Expire withinone year		Expire afterone year		Total outstandingamount		Maximum potential amount offuture payments
	(In thousands)
Performance standby letters of credit	$	10,959	$	—	$	10,959	$	10,959
Financial standby letters of credit		1,440		10,600		12,040		12,040
Loans with recourse/indemnification		—		2,~~599~~042		2,~~599~~042		2,~~599~~042
	$	12,399	$	1312,~~199~~642	$	25,~~598~~041	$	25,~~598~~041

The maximum potential amount of future payments represents the notional amounts that could be lost under the guarantees and indemnifications if there were a total default by the guaranteed parties, without consideration of possible recoveries under recourse provisions or from collateral held or pledged.

Performance standby letters of credit were issued primarily for the benefit of local municipalities on behalf of certain of the Bank’s borrowers. These borrowers have a current relationship with the Bank and are primarily residential subdivision borrowers. Performance standby letters of credit obligate the Bank to make payments in the event a specified third party fails to perform under non-financial contractual obligations. Financial standby letters of credit were issued primarily for the benefit of other financial institutions, on behalf of certain of the Bank’s current borrowers. Financial standby letters of credit obligate the Bank to guarantee payment of a specified financial obligation. The Bank collects a fee upon the issuance of performance and financial standby letters of credit. These fees are initially recorded by the Bank as a liability and are recognized into income at the expiration date of the respective guarantee. In addition, the Bank also requires adequate collateral, typically in the form of real property or personal guarantee, upon issuance of performance and financial standby letters of credit. Loans with recourse/indemnification obligate the Bank, in the event of borrower default, to purchase loans the Company has sold or otherwise transferred to a third party.

78. PENSION PLAN

Based on an evaluation of the Bank’s non-contributory pension plan in fiscal 2002, the Bank concluded that benefit accruals under the non-contributory pension plan would cease, or “freeze,” on January 31, 2003. In connection with the freezing of the pension plan and the plan’s measurement date of February 1, 2003, the Bank, during the ~~three~~first ~~month~~quarter ~~ended~~of ~~March 31~~2003, ~~2003~~ recognized a one-time curtailment expense of $239,000.

RECENT DEVELOPMENTS

On June 27, 2003 the Company announced a strategic merger with New York Community Bancorp, Inc. and signed a definitive agreement under which the two companies will combine. The transaction is expected to close in the fourth quarter of 2003, pending shareholder and regulatory approval. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, the Company will merge with and into New York Community Bancorp, Inc. and The Roslyn Savings Bank will merge with, and will operate as a division of, New York Community Bank. Shareholders of the Company’s common stock will receive 0.75 of a share of New York Community Bancorp, Inc. common stock in exchange for each share of Roslyn Bancorp, Inc. common stock held at the merger date. The transaction will be tax-free to the Company’s shareholders. In connection with the merger agreement, New York Community Bancorp, Inc. and Roslyn Bancorp, Inc. have each been issued an option to purchase, under certain circumstances, up to 19.9% of the other’s common stock.

The Company and New York Community Bancorp, Inc. will be filing a joint proxy statement/prospectus and other relevant documents concerning the merger with the United States Securities and Exchange Commission. The Company urges investors to read the joint proxy statement/prospectus and any other relevant documents to be filed with the SEC, because they contain important information.

MANAGEMENT’S DISCUSSION AND ANALYSIS

OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Overview

Roslyn Bancorp, Inc. is a savings and loan holding company regulated by the Office of Thrift Supervision. The primary operating subsidiary of Roslyn Bancorp, Inc. is The Roslyn Savings Bank, a New York State chartered stock savings bank, and its subsidiaries (collectively, the Bank). While the following discussion of financial condition and results of operations includes the collective results of Roslyn Bancorp, Inc. (on a stand alone basis, the Holding Company) and with its subsidiaries (collectively, the Company), this discussion principally reflects the Bank’s activities.

Critical Accounting Policies

The Company has identified the accounting policies below as critical to the ~~Company’s operations and~~ understanding of the Company’s results of operations. Certain accounting policies are considered to be important to the portrayal of the Company’s financial condition, since they require management to make complex or subjective judgments, some of which may relate to matters that are inherently uncertain. The inherent sensitivity of the Company’s consolidated financial statements to critical accounting policies and the use of judgments, estimates and assumptions could result in material differences in the Company’s results of operations or financial condition.

Allowance for Loan Losses – —The Company has determined that the methodology used in determining the level of its allowance for loan losses is critical in the presentation and understanding of the Company’s consolidated financial statements. The allowance for loan losses represents management’s estimate of probable losses inherent in the loan portfolio. This evaluation process is subject to numerous estimates and judgments. The frequency of default, risk ratings and loss recovery rates, among other things, are considered in this evaluation, as are the size and diversity of individual large credits. Changes in these estimates could have a direct impact on the provision for loan losses and could result in a change in the allowance. While management uses available information to determine losses on loans, future additions to the allowance may be necessary based, among other things, on unanticipated changes in economic conditions, particularly in the New York Metropolitan area.

In evaluating the loan portfolio, management takes into consideration numerous factors such as the Company’s loan growth, prior loss experience, present risks of the loan portfolio, risk ratings assigned by lending personnel, ratings assigned by the Company’s independent loan review function, the present financial condition of borrowers, current economic conditions and other portfolio risk characteristics. The Company’s formalized process for assessing the adequacy of the allowance for loan losses and the resultant need, if any, for periodic provisions to the allowance charged to income entails both individual loan analyses and loan pool analyses. The individual loan analyses are periodically performed on individually significant loans, or when otherwise deemed necessary, and primarily encompass multi-family, commercial real estate and construction and development loans. The result of these analyses may result in the allocation of the overall allowance to specific allowances for individual loans considered impaired and non-impaired.

The loan pool analyses are performed on the balance of the Company’s loan portfolio, which were not individually reviewed. The pools consist of aggregations of homogeneous loans, primarily one- to four-family residential and consumer loans, having similar credit risk characteristics. Examples of pools defined by the Company for this purpose are Company-originated, fixed-rate residential loans; Company-originated, adjustable-rate residential loans; purchased fixed-rate residential loans; outside-serviced residential loans; residential second mortgage loans; participations in conventional first mortgage loans; residential construction loans; commercial construction loans, etc. For each such defined pool there is a set of sub-pools based upon delinquency status, including: current, 30-59 days, 60-89 days, 90-119 days and 120+ days (the latter two sub-pools are considered to be “classified” by the Company). For each sub-pool, the Company has developed a range of allowances necessary to adequately provide for probable losses inherent in that pool of loans. These ranges are based upon a number of factors, including the risk characteristics of the pool, ~~actual loss and migration experience, expected loss and migration experience considering current economic conditions, industry norms and the~~

actual loss and migration experience, expected loss and migration experience considering current economic conditions, industry norms and the relative seasoning of the pool. The ranges of allowance developed by the Company are applied to the outstanding principal balance of the loans in each sub-pool; as a result, further specific and general allocations of the overall allowance are made (the allocations for the classified sub-pools are considered specific and the allocations for the non-classified sub-pools are considered general).

The Company’s allowance for loan losses also takes into consideration known and expected trends that are likely to affect the creditworthiness of the loan portfolio as a whole, such as national and local economic conditions, unemployment conditions in the local lending area and the timeliness of court foreclosure proceedings in the Company’s lending areas. Management continues to believe that the Company’s allowance for loan losses at ~~March~~June 3130, 2003 is both appropriate in the circumstances and adequate to provide for estimated probable losses inherent in the loan portfolio.

Employee Benefit Plans – —The Company provides a range of benefits to its employees and retired employees, including pensions and post-retirement health care and life insurance benefits. The Company records annual amounts relating to these plans based on calculations specified by accounting principles generally accepted in the United States of America (GAAP), which include various actuarial assumptions, such as discount rates, assumed rates of return, assumed rates of compensation increases, turnover rates and health care cost trends. The Company reviews its actuarial assumptions on an annual basis and makes modifications to the assumptions based on current rates and trends when it is deemed appropriate to do so. As required by GAAP, the effect of the modifications are generally recorded or amortized over future periods. The Company believes that the assumptions utilized in recording its obligations under its employee benefit plans are reasonable based upon the advice of its actuaries.

Investment in Debt and Equity Securities – —Certain of the Company’s fixed income securities classified as available-for-sale are not publicly traded, and quoted market prices are not available from brokers or investment bankers on these securities. The change in the fair value of these available-for-sale securities is recorded in other comprehensive income as an unrealized gain or loss. The Company calculates the fair value of these securities based upon assumptions established through the use of pricing models and discounted cash flows of similar outstanding securities. Realized gains and losses on sales of securities are computed using the specific identification method. The Company conducts a periodic review and evaluation of the securities portfolio to determine if the value of any security has declined below its carrying value and whether such decline is other than temporary.

Income Taxes – —The Company has established reserves for possible payments to various taxing authorities with respect to the admissibility and timing of tax deductions. Management has made certain assumptions and judgments concerning the eventual outcome of these items. The Company continually reviews those assumptions and judgments to reflect any changes that may have arisen concerning these items.

Comparison of Financial Condition at ~~March~~June 3130, 2003 and December 31, 2002

Total Assets

Total assets at ~~March~~June 3130, 2003 were $10.8881 billion, a decrease of $~~138~~210.7 8 million, or 1.39%, from $11.02 billion at December 31, 2002. This decrease primarily was due to a decrease in the debt and equity securities portfolio, partially offset by increases in mortgage-backed and mortgage related securities and total loans receivable held for investment, net. Debt and equity securities, net, decreased $~~567~~563.08 million, or 29.98%, to $1.33 billion at ~~March~~June 3130, 2003, as compared to $1.89 billion at December 31, 2002. The decrease in debt and equity securities, net, was ~~primarily~~ ~~related~~principally due to calls of such securities during the ~~quarter~~six months ended ~~March~~June 3130, 2003. Also contributing to the decrease in debt and equity securities, net, was the sale of $216.8 million of debt and equity securities during the first quarter of 2003. These decreases were partially offset by the purchase of $213.9 million of debt and equity securities during the first quarter of 2003. Mortgage-backed and mortgage related securities increased $~~360~~90.35 million, or 61.67%, from $5.42 billion at December 31, 2002 to $5.7851 billion at ~~March~~June 3130, 2003. Total loans receivable held for investment, net, increased $~~100~~395.25 million, or 312.25%, to $3.2655 billion at ~~March~~June 3130, 2003, as compared to $3.16 billion at December 31, 2002. The increases in the mortgage-backed and mortgage related securities and loan portfolios were primarily due to management’s strategy of deploying proceeds from deposits and principal repayments on loans and securities into mortgage-backed and mortgage related securities and construction, multi-family and commercial real estate loans, as well as utilizing those funds to repay borrowings.

deposits, borrowings and principal repayments on loans and securities into mortgage-backed and mortgage related securities and construction, multi-family and commercial real estate loans.

Total Liabilities

Total liabilities at ~~March~~June 3130, 2003 were $10.2721 billion, a decrease of $~~110~~172.72 million, or 1.17%, from $10.38 billion at December 31, 2002. The decrease in total liabilities principally was due to a decrease in total borrowed funds. Total borrowed funds decreased $538.3 million, or 11.9%, from $4.52 billion at December 31, 2002 to $3.98 billion at ~~March~~June 3130, 2003. AtIncluded ~~March~~in 31borrowed funds at June 30, 2003 and December 31, 2002, was $189.8 million of the Company’s senior notes ~~totaled $189~~.8 ~~million.~~ The Company utilizes borrowings, primarily in the form of reverse-repurchase agreements and Federal Home Loan Bank (FHLB) borrowings and to the extent considered necessary by management, to fund asset growth. The decrease in borrowed funds was partially offset by an increase in total deposits. Total deposits increased $~~407~~374.43 million, or 76.16%, from $5.71 billion at December 31, 2002 to $6.1209 billion at ~~March~~June 3130, 2003. The increase in total deposits reflects the Bank’s continued emphasis on attracting deposits through the addition of de novo branches, new product offerings and competitive pricing. Additionally, certificates of deposit increased $~~230~~249.98 million, or 7 8.40%, from $3.13 billion at December 31, 2002 to $3.36 38 billion at ~~March~~June 3130, 2003. The increase in certificates of deposit includes a net increase of $79180.97 million in brokered deposits. The Company had acquisitions of $99200.64 million and maturities of $19.7 million of brokered deposits during the ~~three~~ six months ended ~~March~~June 3130, 2003. At ~~March~~June 3130, 2003 and December 31, 2002, brokered deposits totaled $~~304~~405.96 million and $224.9 million, respectively.

Capital Securities

On March 20, 2002, Roslyn Preferred Trust I (RPT I), a Delaware statutory business trust and a wholly-owned subsidiary of the Company, issued $63.0 million aggregate liquidation amount of floating rate guaranteed preferred beneficial interests in Junior Subordinated Debentures (the Capital Securities) due April 1, 2032, at a distribution rate equal to the 6-month LIBOR plus 360 basis points, resetting on a semi-annual basis. The maximum distribution rate on the Capital Securities is 12.0% through April 1, 2007, with no maximum thereafter. The Company may redeem the Capital Securities, in whole or in part, at any time on or after ~~April~~ April 1, 2007. At ~~March~~June 3130, 2003, the distribution rate was 54.3686%.

Stockholders’ Equity

Stockholders’ equity decreased $2838.06 million, or 46.97%, to $~~548~~537.59 million at ~~March~~June 3130, 2003 from $576.5 million at December 31, 2002. The decrease was due to dividends paid on the Company’s common stock of $1122.23 million, the $45.36 million effect of stock options exercised, ~~and~~ the purchase of $4793.45 million, or 24,~~453~~926,~~105~~005 shares, of treasury stock ~~for~~and the ~~three months ended March 31, 2003. Additionally, the decrease was due to the~~ purchase of $14.1 million, or 725,000 shares, of the Company’s common stock by the Stock-Based Incentive Plan. Additionally, during the ~~three~~second ~~months~~quarter ~~ended~~of ~~March~~2003, 31the Supplemental Executive Retirement Plan (the SERP) purchased 52,533 ~~2003~~shares of the Company’s common stock at an aggregate price of $1.0 million. Offsetting these decreases were net income for the ~~three~~six months ended ~~March~~June 3130, 2003 of $3773.51 million, the amortization of unallocated and unearned common stock held by the Company’s stock-related plans of $4.1 million, the distribution of 427,637 shares, or $3.98 million, of the Company’s common stock by the SERP and an increase of $916.6 9 million in the net unrealized gains on securities available-for-sale from December 31, 2002.

Analysis of Net Interest Income

Net interest income represents the difference between income on interest-earning assets and expense on interest-bearing liabilities. Net interest income depends upon the volume of average interest-earning assets and average interest-bearing liabilities and the interest rates earned or paid on them.

The following table sets forth certain information regarding the Company’s consolidated average statements of financial condition and the Company’s average yields on interest-earning assets and average costs of interest-bearing liabilities for the periods indicated. Such yields and costs are derived by dividing income or expense, annualized, by the average balance of interest-earning assets or interest-bearing liabilities, respectively. Average balances are derived from average daily balances and include non-performing assets. The yields and costs include fees that are considered adjustments to yields and costs.

	For the Three Months Ended March 31,
	For the Three Months Ended June 30,
	2003						2002
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	AverageBalance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in thousands)
Assets:
Interest-earning assets:
Money market investments	$	6459,~~082~~694	$	~~185~~170	1.1514	%	$	~~108~~82,~~627~~498	$	~~455~~342	1.6866	%
Debt and equity securities, net		1,~~785~~701,~~107~~885		2420,~~351~~922	54.4692			1,~~249~~342,~~029~~045		23,~~283~~669	7.4605
Mortgage-backed and mortgage related securities, net		5,974,989		75,559	5.06			3,728,250		55,379	5.94
Mortgage-backed and mortgage
Real estate loans, net		2,900,442		47,510	6.55			3,271,473		57,451	7.02
related securities, net		5,800,394		65,921	4.55			4,488,374		68,389	6.09
Consumer and other loans, net		293,380		3,343	4.56			314,894		4,364	5.54
Real estate loans, net		3,065,362		49,579	6.47			3,111,554		54,812	7.05
Total interest-earning assets		11,018,000		150,948	5.48			8,672,273		140,932	6.50
Consumer and other loans, net		283,394		3,192	4.51			314,399		4,301	5.47
Non-interest-earning assets		416,921						312,123
Total interest-earning assets		10,910,729		139,784	5.12			9,338,870		151,513	6.49
Total assets	$	11,434,921					$	8,984,396
Non-interest-earning assets		417,222						348,476
Total assets	$	11,327,951					$	9,687,346
Liabilities and Stockholders’ Equity:
Interest-bearing liabilities:
Money market accounts	$	~~900~~873,~~399~~621		43,~~860~~814	21.1675		$	~~404~~488,~~670~~570		12,~~915~~329	1.8991
Savings accounts		1,~~253~~309,~~720~~311		32,~~283~~435	10.0574			~~972~~1,~~951~~008,785		2,~~683~~741	1.1009
Super NOW and NOW accounts		~~303~~326,~~315~~866		~~349~~255	0.4631			~~259~~279,~~617~~515		~~427~~459	0.66
Certificates of deposit		3,~~281~~373,~~667~~030		24,~~651~~543	32.0091			23,~~857~~042,~~829~~486		2627,~~157~~268	3.6658
Total interest-bearing deposits		5,~~739~~882,~~101~~828		3331,~~143~~047	2.3111			4,~~495~~819,~~067~~356		3132,~~182~~797	2.7772
Borrowed funds		4,~~724~~488,~~719~~447		47,~~356~~040	4.0119			3,~~618~~952,~~289~~349		4548,~~251~~713	54.0093
Total interest-bearing liabilities		10,~~463~~371,~~820~~275		8078,~~499~~087	3.0801			8,~~113~~771,~~356~~705		7681,~~433~~510	3.7772
Non-interest-bearing liabilities		~~406~~418,~~336~~625						~~308~~351,~~497~~041
Total liabilities		10,~~870~~789,~~156~~900						89,~~421~~122,~~853~~746
Stockholders’ equity		~~564~~538,~~765~~051						~~562~~564,~~543~~600
Total liabilities and stockholders’ equity	$	11,~~434~~327,~~921~~951					$	89,~~984~~687,~~396~~346
Net interest income/interest rate spread			$	7061,~~449~~697	2.4011	%			$	6470,~~499~~003	2.7377	%
Net interest margin					2.5626	%					23.9700	%
Ratio of interest-earning assets to interest-bearing liabilities					105.3020	%					106.8947	%

Comparison of Operating Results for the Three Months Ended March 31, 2003 and 2002

	For the Six Months Ended June 30,
	2003						2002
	Average Balance		Interest		Average Yield/ Cost		Average Balance		Interest		Average Yield/ Cost
	(Dollars in thousands)
Assets:
Interest-earning assets:
Money market investments	$	61,876	$	355	1.15	%	$	95,490	$	797	1.67	%
Debt and equity securities, net		1,743,266		45,273	5.19			1,295,794		46,952	7.25
Mortgage-backed and mortgage
related securities, net		5,887,209		141,480	4.81			4,110,412		123,768	6.02
Real estate loans, net		2,984,402		97,089	6.51			3,191,071		112,263	7.04
Consumer and other loans, net		288,359		6,535	4.53			314,646		8,665	5.51

Total interest-earning assets		10,965,112		290,732	5.30			9,007,413		292,445	6.49

Non-interest-earning assets		416,029						330,400

Total assets	$	11,381,141					$	9,337,813

Liabilities and Stockholders’ Equity:

Interest-bearing liabilities:
Money market accounts	$	886,937		8,673	1.96		$	446,851		4,244	1.90
Savings accounts		1,281,669		5,717	0.89			990,967		5,424	1.09
Super NOW and NOW accounts		315,155		605	0.38			269,621		886	0.66
Certificates of deposit		3,327,601		49,195	2.96			2,950,668		53,425	3.62

Total interest-bearing deposits		5,811,362		64,190	2.21			4,658,107		63,979	2.75
Borrowed funds		4,605,930		94,396	4.10			3,786,242		93,964	4.96

Total interest-bearing liabilities		10,417,292		158,586	3.04			8,444,349		157,943	3.74

Non-interest-bearing liabilities		412,514						329,887

Total liabilities		10,829,806						8,774,236
Stockholders’ equity		551,335						563,577

Total liabilities and stockholders’ equity	$	11,381,141					$	9,337,813

Net interest income/interest rate spread			$	132,146	2.26	%			$	134,502	2.75	%

Net interest margin					2.41	%					2.99	%

Ratio of interest-earning assets to interest-bearing liabilities					105.26	%					106.67	%

Comparison of Operating Results for the Three Months Ended June 30, 2003 and 2002

General

The Company reported net income of $3735.56 million, or basic earnings per share and diluted earnings per share of $0.5049, for the quarter ended June ~~March 31~~30, 2003, compared to $3336.67 million, or basic earnings per share of $0.4246 and diluted earnings per share of $0.4145, for the quarter ended ~~March~~June 3130, 2002.

Interest Income

Interest income for the quarter ended ~~March~~June 3130, 2003 ~~increased~~decreased $1011.07 million, or 7.17%, to $~~150~~139.98 million from $~~140~~151.95 million for the quarter ended ~~March~~June 3130, 2002. This ~~increase~~decrease was primarily the result of ana ~~increase~~decrease in the average yield on total interest-earning assets offrom $26.~~35 billion, or 27.0~~49%, ~~to $11.0 billion~~ for the quarter ended ~~March 31~~June 30, ~~2003~~2002 ~~from~~to $85.6712% ~~billion~~for in the 2003 comparable quarter ~~of 2002~~. This ~~increase~~decrease in average ~~balance~~yield was partially offset by aan ~~decrease~~increase in the average ~~yield on total~~ interest-earning assets ~~from~~of $1.57 6billion, or 16.508%, to $10.91 billion for the quarter ended ~~March~~June 3130, ~~2002~~2003 tofrom 5$9.~~48%~~34 ~~for~~billion in the ~~2003~~ comparable quarter of 2002. The increase in average interest-earning assets from the ~~March~~June 3130, 2002 period was attributable to a $21.2431 billion increase in the average balance of mortgage-backed and mortgage related securities, net, and an increase in the average balance of debt and equity securities, net, of $~~536~~359.18 million. Partially offsetting these increases was a decrease in the average balance of real estate loans, net, of $~~371~~46.02 million and a decrease in the average balance of consumer and other loans, net, of $2131.50 million from the ~~March~~June 3130, 2002 period.

Interest income on mortgage-backed and mortgage related securities, net, ~~increased~~decreased $~~20.~~2.5 million, or 363.46%, to $7565.69 million for the three months ended ~~March~~June 3130, 2003 from $5568.4 million for the same period in 2002. The ~~increase~~decrease ~~was principally~~in the ~~result~~interest ofincome anon ~~increase~~mortgage-backed ofand ~~$2.24~~mortgage ~~billion~~related securities, ~~or 60.3%~~net, inrelated ~~the~~to ~~average~~a ~~balance~~decrease ofin ~~mortgage-backed~~average ~~and~~yield ~~mortgage~~of ~~related~~154 ~~securities,~~basis ~~net,~~points from $36.7309% ~~billion~~ for the three months ended ~~March~~June 3130, 2002 to $54.9755% ~~billion~~ for the three months ended ~~March~~June 3130, 2003. ~~This~~The ~~increase~~decrease in the average ~~balance~~yield ~~primarily~~ was principally due to ~~management’s~~the ~~decision~~low tointerest ~~invest~~rate ~~the~~environment ~~funds~~experienced ~~received,~~during ~~primarily~~2002 ~~from~~and ~~borrowings~~2003, ~~and~~which ~~deposit~~resulted ~~liabilities,~~in ~~into~~increased principal repayments on mortgage-backed and mortgage related securities as the underlying one- to four-family loans refinanced at lower rates. The ~~increase~~ decrease in the average ~~balance~~yield was partially offset by aan ~~decrease~~increase of $1.31 billion, or 29.2%, in the average balance ~~yield~~of on mortgage-backed and mortgage related securities, net, ~~of 88 basis points~~ from 5$4.~~94%~~49 billion for the three months ended ~~March~~June 3130, 2002 to $5.~~06%~~80 billion for the three months ended ~~March~~June 30, 2003. The increase in average balance was due to management’s 31decision, primarily during the first quarter of 2003, to invest the funds received from borrowings and deposit liabilities, into mortgage-backed and mortgage related securities.

Interest income on debt and equity securities, net, ~~increased~~ decreased $12.18 million, or 411.6%, to $2420.49 million for the three months ended ~~March 31,~~June 30, 2003 from $23.37 million for the ~~same~~three ~~period~~months inended June 30, 2002. The ~~increase~~decrease ~~was the result,~~ in ~~part,~~interest ofincome anon ~~increase in the average balance of~~ debt and equity securities, net, was due to a decrease of ~~$536.1~~213 ~~million,~~basis orpoints ~~42.9%,~~in the average yield from $17.2505% ~~billion~~ for the three months ended ~~March~~June 3130, 2002 to $14.7992% ~~billion~~ for the three months ended ~~March~~June 3130, 2003. The decrease was partially offset by an increase in the average balance of debt and equity securities, net, ~~was offset by a decrease in the average yield on such securities~~ of ~~200~~$359.8 ~~basis~~million, ~~points~~or 26.8%, from 7$1.~~46%~~34 billion for the three months ended ~~March~~June 3130, 2002 to 5$1.~~46%~~70 billion for the three months ended ~~March~~June 3130, 2003.

Interest income on real estate loans, net, decreased $95.92 million, or 179.35%, to $4749.56 million for the three months ended ~~March~~ 31June 30, 2003 from $5754.48 million for the ~~same~~three ~~period~~months inended June 30, 2002. The decrease was the result of a $~~371~~46.02 million, or 111.35%, decrease in the average balance of real estate loans, net, outstanding from $3.2711 billion for the quarter ended ~~March~~June 3130, 2002 to $23.9007 billion for the quarter ended ~~March~~June 3130, 2003. The decrease in average balance was due to a net decrease in the average balance of one-to four-family loans of $~~965~~986.3 million, partially offset by a $~~594~~940.31 million net increase in the average balance of multi-family, construction and commercial real estate loans. The decrease in the interest income on real estate loans, net, was also the result of a 4758 basis point decrease in the average yield on real estate loans from 7.0205% for the three months ended ~~March~~June 3130, 2002 to 6.5547% for the three months ended ~~March~~June 3130, 2003. The decrease in the average yield was principally due to the low interest rate environment experienced during 2002 and 2003, which has resulted in increased principal repayments on one- to four-family loans as consumers refinanced their loans at lower rates, primarily with third parties.

1415

Interest income on consumer and other loans, net, decreased $1.01 million, or 2325.48%, to $3.32 million for the three months ended ~~March 31~~June 30, 2003 from $4.3 million for the same period in 2002. This decrease was due to a 9896 basis point decrease in the average yield on consumer and other loans, net, from 5.5447% for the three months ended ~~March~~June 3130, 2002 to 4.5651% for the same period in 2003, and a $2131.50 million, or 69.89%, decrease in the average balance of consumer and other loans, net, outstanding from $314.94 million for the three months ended ~~March~~June 3130, 2002 to $~~293~~283.4 million for the three months ended ~~March~~June 3130, 2003. The decrease in average yield was principally due to downward re-pricing of consumer loan products, which are primarily linked to the Prime Rate, during the declining interest rate environment experienced during 2002 and into 2003.

Interest Expense

Interest expense for the three months ended ~~March~~June 3130, 2003 was $8078.51 million, compared to $7681.45 million for the three months ended ~~March~~June 3130, 2002, ana ~~increase~~decrease of $43.14 million, or 54.32%. The ~~increase~~decrease in interest expense was the result of a ~~$2.35~~71 ~~billion,~~basis orpoint ~~29.0%, increase~~decrease in the average ~~balance~~cost of interest-bearing liabilities from $83.1172% ~~billion~~ for the quarter ended ~~March~~June 3130, 2002 to ~~$10~~3.4601% ~~billion~~ for the quarter ended June ~~March 31~~30, 2003. The ~~increase~~decrease in average ~~balance~~yield was partially offset by a 69$1.60 ~~basis~~billion, ~~point decrease~~or 18.2%, increase in the average ~~cost~~balance of interest-bearing liabilities from 3$8.77% billion for the quarter ended ~~March~~June 3130, 2002 to 3$10.~~08%~~37 billion for the quarter ended ~~March~~June 3130, 2003. The increase in average interest-bearing liabilities reflects a $1.2406 billion increase in the average balance of interest-bearing deposits and a $1536.101 ~~billion~~million increase in the average balance of borrowed funds as compared to the corresponding prior year quarter.

Interest expense on interest-bearing deposits for the three months ended ~~March~~June 3130, 2003 ~~increased~~decreased $1.98 million, or 65.3%, to $3331.10 million from $3132.28 million for the ~~corresponding~~three ~~2002~~months ~~period~~ended June 30, 2002. This ~~increase~~decrease was primarily due to a 61 basis point decrease in the average rate paid on interest-bearing deposits from 2.72% for the three months ended June 30, 2002 to 2.11% for the corresponding period in 2002. Partially offsetting the decrease in the average rate paid was an increase in the average balance of interest-bearing deposit accounts of $1.2406 billion, or 2722.71%, from $4.5082 billion for the three months ended ~~March~~ 31June 30, 2002 to $5.7488 billion for the three months ended ~~March~~June 3130, 2003. The increase in the average balance of interest-bearing deposits was a result of increases in average balances of money market accounts of $~~495~~385.71 million, Super NOW and NOW accounts of $4347.74 million, savings accounts of $~~280~~300.85 million and certificates of deposits of $~~423~~330.85 million for the three months ended ~~March~~June 3130, 2003 from the corresponding period in 2002. The increase in the average balance of money market, savings, Super NOW and NOW accounts and certificates of deposits principally was achieved by introducing new deposit products, competitive pricing and through additional deposits generated from the Company’s de novo branching strategy. ~~Partially~~ ~~offsetting~~Additionally, the increase in ~~the~~certificates ~~average~~of ~~balance~~deposit ~~was~~includes a 46net ~~basis~~increase ~~point~~of ~~decrease~~$224.0 inmillion, ~~the~~or ~~average~~168.9%, ~~rate~~in ~~paid~~average onbrokered ~~interest-bearing~~ deposits ~~from 2.77%~~ for the three months ended June ~~March 31~~30, ~~2002~~2003 tofrom ~~2.31% for~~ the corresponding period in ~~2003~~2002.

Interest expense on borrowed funds for the three months ended ~~March~~ 31June 30, 2003 ~~increased~~decreased $2.1.7 million, or 43.74%, to $47.40 million from $4548.37 million for the ~~corresponding~~three ~~2002~~months ~~period~~ended June 30, 2002. The ~~increase~~decrease ~~was~~in ~~primarily~~interest expense was due to ana ~~increase~~74 basis point decrease in the average ~~balance~~cost of borrowed funds offrom $14.~~10 billion, or 30.6~~93%, ~~from $3.62 billion~~ for the three months ended ~~March~~June 3130, 2002 to $4.7219% ~~billion~~ for the ~~three~~corresponding ~~months~~period ~~ended~~in ~~March 31,~~ 2003. Partially offsetting the ~~increase~~decrease in average ~~balance~~cost was aan 99increase ~~basis point decrease~~ in the average ~~cost~~balance of borrowed funds ~~from~~of 5$536.001 million, or 13.6%, from $3.95 billion for the three months ended ~~March~~June 3130, 2002 to $4.~~01%~~49 billion for the ~~corresponding~~three ~~period~~months inended June 30, 2003.

Net Interest Income

Net interest income before provision for loan losses was $7061.47 million for the three months ended ~~March~~June 3130, 2003, as compared to $6470.50 million for the three months ended ~~March~~June 3130, 2002, ana ~~increase~~decrease of $58.93 million, or 9 11.29%. The ~~increase~~decrease in net interest income reflects the net effect of the ~~$2.35~~reduced ~~billion increase in both the average balance of~~ interest~~-earning~~ ~~assets~~rate spread and ~~the~~margin ~~average~~experienced ~~balance of interest-bearing liabilities~~ for the three months ended ~~March~~June 3130, 2003, as compared to the ~~corresponding~~ prior year quarter. ~~Offsetting~~The ~~these~~net ~~increases in~~ interest~~-earning~~ ~~assets~~rate spread and ~~interest-bearing~~margin for ~~liabilities~~the three months ended June 30, 2003 was ~~the~~2.11% ~~impact~~and of2.26%, ~~the~~respectively, ~~reduced~~as ~~interest~~compared ~~rate~~to ~~spread~~2.77% and ~~margin~~3.00%, ~~experienced~~respectively, for the three months ended ~~March~~June 3130, ~~2003~~2002. asOffsetting ~~compared~~these todecreases ~~the~~in ~~prior year quarter. The~~ net interest rate spread and margin ~~for~~was ~~the~~a ~~three~~$1.57 ~~months~~billion increase ~~ended~~in ~~March~~the ~~31,~~average ~~2003~~balance ~~was~~of ~~2.40%~~interest-earning assets and 2$1.~~56%,~~60 ~~respectively,~~billion asincrease ~~compared~~in tothe ~~2.73%~~average ~~and~~balance ~~2.97%,~~of ~~respectively,~~interest-bearing liabilities for the three months ended ~~March~~June 3130, ~~2002~~2003, as compared to the corresponding prior year quarter.

1516

Provision for Loan Losses

The Company had a provision for loan losses for the three months ended ~~March~~June 3130, 2003 of $500,000 as compared to $750,000 for the three months ended ~~March~~June 3130, 2002. The provision for loan losses for the three months ended ~~March~~June 3130, 2003 and 2002 reflects management’s qualitative and quantitative assessment of the loan portfolio, changes in the composition of the loan portfolio, net charge-offs and prospects for collection of delinquent loans. A significant factor supporting management’s provision for loan losses in 2002 and ~~the first quarter of~~ 2003 was the migration of the loan portfolio toward higher risk commercial real estate, construction and multi-family loans. At ~~March~~June 3130, 2003 and December 31, 2002 the allowance for loan losses amounted to $4344.93 million and $43.4 million, respectively. The ratio of such allowance to total non-performing loans was ~~157~~158.9147% at ~~March~~June 3130, 2003, as compared to 103.72% at December 31, 2002. Non-performing loans were $2728.80 million and $41.9 million at ~~March~~June 3130, 2003 and December 31, 2002, respectively. During the three months ended ~~March~~June 3130, 2003 the Company had net charge-offs of $5342,000, or 0.01% of average loans. For the three months ended ~~March~~June 3130, 2002 net charge-offs were $~~102~~13,000, or 0.0100% of average loans.

The allowance for loan losses as a percentage of total non-performing loans was negatively impacted by certain non-performing commercial credit relationships totaling $18.76 million and $32.1 million at ~~March~~June 3130, 2003 and December 31, 2002, respectively. One of the two non-performing credit relationships, with an outstanding loan balance of $13.3 million at December 31, 2002, was resolved during the quarter ended March 31, 2003 with the sale of the four commercial properties securing the credit. The Company fully recovered all outstanding principal under the loan, plus all capitalized costs associated therewith, and recorded income of $152,000 related to unpaid interest during the quarter ended March 31, 2003.

The remaining credit is an $18.76 million loan secured by two assisted living facilities in the New York Metropolitan area. A court-appointed receiver has operated the facilities since the commencement of the borrowers’ consolidated bankruptcy filing in November 2001 and has ~~improved~~actively managed the facilities’ cash flows and profitability since that time. Currently, the facilities are ~~actively~~ being marketed for sale. Independent third parties have valued the facilities in excess of $16.0 million and, based upon such independent opinions of value, management believes it has allocated an appropriate amount of the allowance for loan losses to that may result from this credit.

Non-Interest Income

Non-interest income decreased $~~877~~505,000, or 84.02%, from $1012.90 million for the quarter ended ~~March~~June 3130, 2002 to $1011.15 million for the quarter ended ~~March~~June 3130, 2003. The decrease in non-interest income primarily relates to a decrease of $5.02 million in joint venture income ~~from~~recorded ~~$5.0 million of income~~ for the three months ended ~~March~~ 31June 30, 2002. toThis anincome ~~$80,000~~recorded ~~loss~~in ~~for~~ the ~~three~~second ~~months~~quarter ~~ended~~of ~~March 31,~~2002 ~~2003. The loss~~ relates to the Company’s joint venture for the development of a residential community in Oyster Bay, New York,. ~~which~~No ~~during the first quarter of 2003 generated $910,000 of income from the delivery of 13~~ units, ~~offset~~remain byto ~~$990,000~~be ofdelivered ~~expenses~~relating ~~related~~ to ~~the~~this ~~finalization of the unit deliveries and amenities at the~~ project. ~~The income generated during the first quarter of 2002 related to the delivery of 74 units during the 2002 first quarter.~~ Partially offsetting this decrease was an increase in fees and service charges of $~~580~~739,000, or 1516.4%, from $34.85 million for the quarter ended ~~March~~June 3130, 2002 to $45.32 million for the quarter ended ~~March~~June 3130, 2003. The increase in fees and service charges reflects the continued success of the Bank’s high performance checking campaign. Also offsetting the decrease was aan ~~significant~~ increase of $3.4.1 million in net gains on securities from $5015,000 for the quarter ended ~~March~~June 3130, 2002 to $34.52 million for the quarter ended ~~March~~June 3130, 2003. ~~The gains generated during the first quarter of 2003 related to the sale of $216.8 million of debt and equity securities.~~

Non-Interest Expense

Non-interest expense ~~increased~~decreased $~~249~~3.5 million,~~000,~~ or 114.15%, to $2320.57 million for the quarter ended ~~March~~June 3130, 2003, as compared to $2324.32 million for the ~~same~~quarter ~~period~~ended inJune 30, 2002. The ~~increase~~decrease inwas ~~non-interest~~primarily ~~expense~~due ~~was~~to ~~attributable~~a todecrease ~~prepayment~~in ~~penalties~~general ~~incurred~~and onadministrative ~~debt~~expenses. ~~extinguishments~~The decrease in general and ~~the~~administrative ~~incurrence~~expenses ofrelates ato ~~full~~decreases ~~quarters~~in ~~expense~~compensation and employee benefits expenses, ~~related~~advertising toand ~~capital~~promotion ~~trust~~expenses ~~securities~~and other non-interest expenses.

16Non-interest expense also decreased due to a decrease in capital trust securities expenses of $83,000 from $943,000 for the second quarter of 2002 to $860,000 in the second quarter of 2003. Capital trust securities expenses relate to expenses incurred on the $63.0 million of guaranteed preferred beneficial interest in junior subordinate debentures that were issued in March of 2002. The distribution rate on the capital trust securities is equal to the 6-month LIBOR plus

~~during~~360 ~~the~~basis ~~first~~points, ~~quarter~~resetting ofon ~~2003.~~a ~~These~~semi-annual ~~increases~~basis. ~~were~~At ~~partially~~June ~~offset~~30, by2003 ~~a decrease in general~~ and ~~administrative~~June ~~expenses~~30, ~~primarily relating~~2002 tothe ~~decreases~~distribution inrate ~~compensation~~was 4.86% and ~~employee benefits expenses~~5.88%, ~~advertising and promotion expenses and other non-interest expenses~~respectively.

~~Non-interest~~General ~~expense~~and ~~increased~~administrative ~~due~~expenses tofor the ~~incurrence~~quarter ended ofJune 30, 2003 decreased $13.54 million, ofor ~~prepayment~~14.8%, ~~penalties~~to on$19.8 ~~debt~~million ~~extinguishments~~from ~~during~~$23.2 ~~the~~million ~~first~~for the quarter ofended ~~2003.~~June ~~No such~~30, ~~penalties~~2002. ~~were~~The ~~incurred~~decrease ~~during~~in ~~the~~general ~~first~~and ~~quarter~~administrative ofexpenses ~~2002.~~was ~~Non-interest~~primarily ~~expense also increased~~ due to anthe ~~increase~~decrease in ~~capital~~compensation ~~trust~~and ~~securities~~employee ~~expenses~~benefit costs of $~~727~~2.8 million,~~000~~ ~~from~~a $~~124~~244,000 ~~for~~decrease ~~the~~in ~~first~~advertising ~~quarter~~and ofpromotion ~~2002~~expense toand a $~~851~~786,000 decrease in ~~the~~other ~~first~~non-interest ~~quarter of 2003~~expense. ~~Capital~~Partially ~~trust~~offsetting ~~securities~~these ~~expenses~~decreases ~~relate~~was toan ~~expenses~~increase ~~incurred~~of ~~on the~~ $~~63.0~~418,000 ~~million of guaranteed preferred beneficial interest~~ in ~~junior~~occupancy ~~subordinate debentures that were issued in March of 2002~~ and ~~which~~equipment ~~remains outstanding at March 31, 2003~~expense.

~~General~~The decrease in compensation and ~~administrative~~employee ~~expenses~~benefit ~~for~~expense ~~the~~was ~~quarter~~due to an decrease in ~~ended~~employee ~~March~~stock ~~31,~~and ~~2003~~performance-based ~~decreased~~benefit ~~$2.1~~plan ~~million~~expenses, orwhich ~~9.1%,~~were topartially ~~$21.1~~offset ~~million~~by ~~from~~increased ~~$23.2~~expenses ~~million~~relating ~~for~~to ~~the~~staffing ~~quarter~~additions ~~ended~~for ~~March~~de ~~31,~~novo ~~2002~~branch activities. The decrease in ~~general~~advertising and ~~administrative~~promotion expenses ~~was~~ primarily ~~due~~relates to the higher ~~decrease~~costs in ~~compensation~~the ~~and~~second ~~employee benefit~~quarter ~~costs~~2002 ofrelated ~~$1.7~~to ~~million,~~the atwo ~~$357,000~~de novo branch openings during that quarter. The decrease in ~~advertising~~other ~~and~~non-interest ~~promotion~~expenses ~~expense~~was primarily due to lower residential loan servicing costs and athird ~~$774~~party relationship refunds,~~000~~ offset ~~decrease~~partially by increases in data and item processing fees and other ~~non-interest~~operating expenses. ~~Partially~~principally ~~offsetting~~relating ~~these~~to ~~decreases~~the ~~was~~increase anin the number of deposit accounts. The increase in occupancy and equipment expense primarily relates to the increase in expenses due to the operation of five de novo branches opened since the second quarter of 2002.

The decrease in compensation and employee benefit expense was due to an decrease in employee stock and performance-based benefit plan expenses and offset partially by increased expenses related to staffing additions for de novo branch activities. The decrease in advertising and promotion expenses primarily relates to the higher costs in the first quarter 2002 related to de novo branch openings during that quarter. The decrease in other non-interest expenses was primarily due to lower residential loan servicing costs and third party relationship refunds, offset partially by increases in data and item processing fees and other operating expenses principally relating to the increase in the number of deposit accounts. The increase in occupancy and equipment expense primarily relates to the increase in expenses due to the operation of de novo branches opened since March of 2002.

Income Taxes

The provision for income taxes ~~increased~~decreased $13.29 million, from $1720.84 million recorded during the quarter ended ~~March~~June 3130, 2002 to $1916.05 million recorded during the quarter ended ~~March~~June 3130, 2003. The ~~increase~~decrease was attributable to the ~~increase~~decrease in income before provision for income taxes of $5.1 million, or 98.9%, in the ~~first~~second quarter of 2003 as compared to the same prior year quarter. The effective tax rate for the three months ended June 30, 2003 end 2002 was 31.6% and 35.7%, respectively.

Comparison of Operating Results for the Six Months Ended June 30, 2003 and 2002

General

The Company reported net income of $73.1 million, or basic earnings per share of $1.00 and diluted earnings per share of $0.98, for the six months ended June 30, 2003, compared to $70.3 million, or basic earnings per share of $0.88 and diluted earnings per share of $0.86, for the six months ended June 30, 2002.

Interest Income

Interest income for the six months ended June 30, 2003 decreased $1.7 million, or 0.6%, to $290.7 million from $292.4 million for the six months ended June 30, 2002. This decrease was primarily the result of a 119 basis point decrease in the average yield on total interest-earning assets from 6.49% for the six months ended June 30, 2002 to 5.30% for the 2003 comparable six months. Additionally, the decrease was due to decreases in the average balances of real estate loans, net, of $206.7 million and consumer and other loans, net, of $26.2 million from the June 30, 2002 period. Partially offsetting the decrease in average yield was an increase in average interest-earning assets of $1.96 billion, or 21.7%, to $10.97 billion for the six months ended June 30, 2003 from $9.01 billion in the comparable six months of 2002. The increase in average interest-earning assets from the June 30, 2002 period was attributable to a $1.78 billion increase in the average balance of mortgage-backed and mortgage related securities, net, and an increase in the average balance of debt and equity securities, net, of $447.5 million.

Interest income on mortgage-backed and mortgage related securities, net, increased $17.7 million, or 14.3%, to $141.5 million for the six months ended June 30, 2003 from $123.8 million for the same period in 2002. The increase was principally the result of an increase of $1.78 billion, or 43.2%, in the average balance of mortgage-backed and mortgage related securities, net, from $4.11 billion for the six months ended June 30, 2002 to $5.89 billion for the six months ended June 30, 2003. This increase in average balance primarily was due to management’s decision to invest the funds received, primarily from borrowings and deposit liabilities, into mortgage-backed and mortgage related securities. The increase in the average balance was offset by a decrease in the average yield on mortgage-backed and

mortgage related securities, net, of 121 basis points from 6.02% for the six months ended June 30, 2002 to 4.81% for the six months ended June 30, 2003.

Interest income on debt and equity securities, net, decreased $1.7 million, or 3.6%, to $45.3 million for the six months ended June 30, 2003 from $47.0 million for the same period in 2002. The decrease was the result of a decrease in the average yield on such securities of 206 basis points from 7.25% for the six months ended June 30, 2002 to 5.19% for the six months ended June 30, 2003. The decrease was partially offset by an increase in the average balance of debt and equity securities, net, of $447.5 million, or 34.5%, from $1.30 billion for the six months ended June 30, 2002 to $1.74 billion for the six months ended June 30, 2003.

Interest income on real estate loans, net, decreased $15.2 million, or 13.5%, to $97.1 million for the six months ended June 30, 2003 from $112.3 million for the same period in 2002. The decrease was the result of a $206.7 million, or 6.5%, decrease in the average balance of real estate loans, net, outstanding from $3.19 billion for the six months ended June 30, 2002 to $2.98 billion for the six months ended June 30, 2003. The decrease in average balance was due to a net decrease in the average balance of one-to four-family loans of $1.00 billion, partially offset by a $797.7 million net increase in the average balance of multi-family, construction and commercial real estate loans. The decrease in the interest income on real estate loans, net, was also the result of a 53 basis point decrease in the average yield on real estate loans from 7.04% for the six months ended June 30, 2002 to 6.51% for the six months ended June 30, 2003. The decrease in the average yield was principally due to the low interest rate environment experienced during 2002 and 2003, which has resulted in increased principal repayments on one- to four-family loans as consumers refinanced their loans at lower rates, primarily with third parties.

Interest income on consumer and other loans, net, decreased $2.2 million, or 24.6%, to $6.5 million for the six months ended June 30, 2003 from $8.7 million for the same period in 2002. This decrease was due to a 98 basis point decrease in the average yield on consumer and other loans, net, from 5.51% for the six months ended June 30, 2002 to 4.53% for the same period in 2003, coupled with a $26.2 million, or 8.4%, decrease in the average balance of consumer and other loans, net, outstanding from $314.6 million for the six months ended June 30, 2002 to $288.4 million for the six months ended June 30, 2003. The decrease in average yield was principally due to downward re-pricing of consumer loan products, which are primarily linked to the Prime Rate, during the declining interest rate environment experienced during 2002 and into 2003.

Interest Expense

Interest expense for the six months ended June 30, 2003 was $158.6 million, compared to $157.9 million for the six months ended June 30, 2002, an increase of $643,000, or 0.4%. The increase in interest expense was the result of a $1.98 billion, or 23.4%, increase in the average balance of interest-bearing liabilities from $8.44 billion for the six months ended June 30, 2002 to $10.42 billion for the six months ended June 30, 2003. The increase in average balance was partially offset by a 70 basis point decrease in the average cost of interest-bearing liabilities from 3.74% for the six months ended June 30, 2002 to 3.04% for the six months ended June 30, 2003. The increase in average interest-bearing liabilities reflects a $1.15 billion increase in the average balance of interest-bearing deposits and an $819.7 million increase in the average balance of borrowed funds as compared to the corresponding prior year six months.

Interest expense on interest-bearing deposits for the six months ended June 30, 2003 increased $211,000, or 0.3%, to $64.2 million from $64.0 million for the corresponding 2002 period. This increase was primarily due to an increase in the average balance of interest-bearing deposit accounts of $1.15 billion, or 24.8%, from $4.66 billion for the six months ended June 30, 2002 to $5.81 billion for the six months ended June 30, 2003. The increase in the average balance of interest-bearing deposits was a result of increases in average balances of money market accounts of $440.1 million, Super NOW and NOW accounts of $45.5 million, savings accounts of $290.7 million and certificates of deposits of $376.9 million for the six months ended June 30, 2003 from the corresponding period in 2002. The increase in the average balance of money market, savings, Super NOW and NOW accounts and certificates of deposits principally was achieved by introducing new deposit products, competitive pricing and through additional deposits generated from the Company’s de novo branching strategy. Additionally, the increase in certificates of deposit includes a net increase of $199.3 million, or 162.8%, in average brokered deposits for the six months ended June 30, 2003 from

the corresponding period in 2002. Partially offsetting the increase in the average balance was a 54 basis point decrease in the average rate paid on interest-bearing deposits from 2.75% for the six months ended June 30, 2002 to 2.21% for the corresponding period in 2003.

Interest expense on borrowed funds for the six months ended June 30, 2003 increased $432,000, or 0.5%, to $94.4 million from $94.0 million for the corresponding 2002 period. The increase was primarily due to an increase in the average balance of borrowed funds of $819.7 million, or 21.6%, from $3.79 billion for the six months ended June 30, 2002 to $4.61 billion for the six months ended June 30, 2003. Partially offsetting the increase in average balance was a 86 basis point decrease in the average cost of borrowed funds from 4.96% for the six months ended June 30, 2002 to 4.10% for the corresponding period in 2003.

Net Interest Income

Net interest income before provision for loan losses was $132.1 million for the six months ended June 30, 2003, as compared to $134.5 million for the six months ended June 30, 2002, a decrease of $2.4 million, or 1.8%. The decrease in net interest income reflects the reduced interest rate spread and margin experienced for the six months ended June 30, 2003, as compared to the prior year six months. The net interest rate spread and margin for the six months ended June 30, 2003 was 2.26% and 2.41%, respectively, as compared to 2.75% and 2.99%, respectively, for the six months ended June 30, 2002. Offsetting the decreases in net interest rate spread and margin was the net effect of the $1.96 billion increase in the average balance of interest-earning assets and the $1.98 billion increase in the average balance of interest-bearing liabilities for the six months ended June 30, 2003 as compared to the corresponding prior year six months.

Provision for Loan Losses

The Company had a provision for loan losses for the six months ended June 30, 2003 of $1.0 million, as compared to $1.5 million for the six months ended June 30, 2002. The provision for loan losses for the six months ended June 30, 2003 and 2002 reflects management’s qualitative and quantitative assessment of the loan portfolio, changes in the composition of the loan portfolio, net charge-offs and prospects for collection of delinquent loans. A significant factor supporting management’s provision for loan losses in 2002 and 2003 was the migration of the loan portfolio toward higher risk commercial real estate, construction and multi-family loans.

Non-Interest Income

Non-interest income decreased $1.4 million, or 6.0%, from $23.0 million for the six months ended June 30, 2002 to $21.6 million for the six months ended June 30, 2003. The decrease in non-interest income primarily relates to a decrease of $10.3 million in joint venture income recorded for the six months ended June 30, 2002 as compared to the same period in 2003. The income recorded in the first six months of 2002 relates to the Company’s joint venture for the development of a residential community in Oyster Bay, New York. No units remain to be delivered relating to this project. Partially offsetting this decrease was an increase in fees and service charges of $1.3 million, or 16.0%, from $8.3 million for the six months ended June 30, 2002 to $9.6 million for the six months ended June 30, 2003. The increase in fees and service charges reflects the continued success of the Bank’s high performance checking campaign. Also offsetting the decrease was a significant increase of $7.6 million in net gains on securities from $65,000 for the six months ended June 30, 2002 to $7.6 million for the six months ended June 30, 2003.

Non-Interest Expense

Non-interest expense decreased $3.2 million, or 6.8%, to $44.2 million for the six months ended June 30, 2003, as compared to $47.4 million for the same period in 2002. The decrease in non-interest expense was attributable to a decrease in general and administrative expenses, primarily relating to decreases in compensation and employee benefits expenses, advertising and promotion expenses and other non-interest expenses. These decreases were partially offset by prepayment penalties incurred on debt extinguishments during the six months ended June 30, 2003 and a full six months of expenses in 2003 related to capital trust securities.

Non-interest expense decreased due to a decrease in general and administrative expenses for the six months ended June 30, 2003 of $5.6 million, or 12.0%, to $40.8 million from $46.4 million for the six months ended June 30, 2002. The decrease in general and administrative expenses was primarily due to the decrease in compensation and employee benefit costs of $4.5 million, a $601,000 decrease in advertising and promotion expense and a $1.6 million decrease in other non-interest expenses. Partially offsetting these decreases was a $1.1 million increase in occupancy and equipment expense.

The decrease in compensation and employee benefit expense was due to a decrease in employee stock and performance-based benefit plan expenses, which were partially offset by increased expenses related to staffing additions for de novo branch activities. The decrease in advertising and promotion expenses primarily relates to the higher costs in the first half of 2002 related to de novo branch openings during that period. The decrease in other non-interest expenses was primarily due to lower residential loan servicing costs and third party relationship refunds, offset partially by increases in data and item processing fees and other operating expenses principally relating to the increase in the number of deposit accounts. The increase in occupancy and equipment expense primarily relates to the increase in expenses due to the operation of five de novo branches opened since June of 2002.

Partially offsetting the decrease in general and administrative expenses was the incurrence of $1.5 million of prepayment penalties on debt extinguishments during the six months ended June 30, 2003. No such penalties were incurred during the first six months of 2002. Non-interest expense also was negatively impacted by an increase in capital trust securities expenses of $644,000 from $1.1 million for the six months ended June 30, 2002 to $1.7 million in the first six months of 2003. The increase in capital trust securities expense was due to the incurrence of expense for a full six months during 2003 as compared to a partial six months in 2002. Capital trust securities expenses relate to expenses incurred on the $63.0 million of guaranteed preferred beneficial interest in junior subordinate debentures that were issued in March of 2002.

Income Taxes

The provision for income taxes decreased $2.7 million from $38.2 million recorded during the six months ended June 30, 2002 to $35.5 million recorded during the six months ended June 30, 2003. The effective tax rate for the six months ended June 30, 2003 and 2002 was 32.7% and 35.2%, respectively.

Liquidity and Capital Resources

The Company’s primary sources of funds are deposits, borrowings and proceeds from the principal and interest payments on loans and securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and prepayment of mortgage loans and mortgage-backed securities are greatly influenced by general interest rates, economic conditions and competition and generally are less predictable.

Another source of funding for the Holding Company is dividend payments from the Bank. Dividends paid by the Bank have primarily been used to fund common stock repurchases, pay dividends on the Company’s common stock and to repay borrowings. The Bank’s ability to pay dividends to the Holding Company is generally limited by New York State banking law and regulations and the regulations of the Federal Deposit Insurance Corporation and the Office of Thrift Supervision. For the three and six months ended ~~March~~June 3130, 2003, the Bank did not pay any dividends to the Holding Company.

As of ~~March~~June 3130, 2003, the Company has issued $190.0 million in unsecured senior notes. Of such notes, $75.0 million are at a rate of 7.50%, which were issued at par, and have a maturity date of December 1, 2008; $115.0 million of such notes are at a rate of 5.75%, which were issued at a price of 99.785%, and have a maturity date of November 15, 2007. The proceeds from the issuance of the unsecured senior notes were used for general corporate purposes, including, the repurchase of the Company’s common stock, the payment dividends on the Company’s common stock and the

1721

repayment of indebtedness. In addition, the Company currently has the ability to issue an additional $10.0 million in debt and other types of securities, with rates and terms to be determined, pursuant to the Company’s $200.0 million shelf registration filed with the Securities and Exchange Commission during 2001.

On March 20, 2002 the Company, through its wholly-owned subsidiary RPT I, issued $63.0 million in floating rate Capital Securities. Such securities bear interest at the 6-month LIBOR plus 360 basis points, resetting on a semi-annual basis and are due April 1, 2032. At ~~March~~June 3130, 2003, the distribution rate was 54.3686%. The proceeds from the issuance of the Capital Securities were used for general corporate purposes, including, among other things, the repurchase of the Company’s common stock and the repayment of borrowed funds. The issuance costs, totaling $850,000, associated with the Capital Securities issuance have been capitalized and are being amortized over the life of the security.

The primary investing activities of the Company are the origination of mortgage and construction loans and the purchase of mortgage-backed, mortgage related, debt and equity securities. During the ~~three~~six months ended ~~March~~June 3130, 2003, the Bank originated $~~462~~608.6 9 million of construction, multi-family and commercial real estate loans, as compared to $~~133~~151.70 million in the comparable 2002 period. During the ~~three~~six months ended June ~~March 31~~30, 2003 and 2002, the Bank also originated $6451.30 million and $2930.1 million, respectively, of one- to four-family mortgage loans. The increase in the origination of construction, multi-family and commercial real estate loans for the ~~three~~six months ended ~~March~~June 3130, 2003 as compared to the prior year period reflects the Company’s strategy of de-emphasizing one- to four-family lending and capitalizing on and investing in its higher margin lending operations. Purchases of securities available-for-sale totaled $26.6336 billion and $13.8922 billion during the ~~three~~ six months ended ~~March~~June 3130, 2003 and 2002, respectively. In addition to the aforementioned investing activities, the Company, during 2002, invested $25.0 million in a joint venture with The Holiday Organization of Westbury, New York, for the development of a 177 unit residential community in Mt. Sinai, New York.

The Bank utilizes a private label program for the origination of one- to four-family loans through its existing branch network under a mortgage origination assistance agreement with a third party mortgage originator. Under this program, the Bank utilizes the third party’s mortgage loan origination platforms (including, among others, telephone and internet platforms) to originate loans, based on defined underwriting criteria and in accordance with Federal National Mortgage Association guidelines, that close in the Bank’s name and utilize the Bank’s licensing. The Bank funds such loans directly, and, under a separate loan and servicing rights purchase and sale agreement with the same third party, has the option to retain the loans in its portfolio, sell the loans to unrelated third party investors or sell the loans to the same third party at agreed upon pricing.

The Bank ~~intends~~anticipates tothat it will enter into a private label agreement, during the ~~second~~later ~~quarter~~ part of 2003, with a nationally recognized third party for the purpose of originating lines of credit and fixed-rate second mortgages. The loans will be underwritten in accordance with the Bank’s underwriting guidelines for these products. The loans may be sold to the originator under a separate purchase and sale agreement at a predetermined price, or the Bank may elect to retain the originated loans for its own portfolio. Additionally, a third party servicer will service the loans originated under this program.

The Company closely monitors its liquidity position on a daily basis. Excess short-term liquidity is invested in overnight federal funds sold. In the event that the Company should require funds beyond its ability to generate them internally, additional sources of funds are available through the use of reverse-repurchase agreements, FHLB advances and other borrowing facilities. At ~~March~~June 3130, 2003, the Company had $3.98 billion in borrowed funds outstanding, as compared to $4.52 billion at December 31, 2002.

At ~~March~~June 3130, 2003, the Company had outstanding loan commitments of $~~593~~676.16 million, primarily for construction, multi-family and ~~commercial~~home ~~real~~equity ~~estate~~lines ~~loans~~of credit. Management anticipates that it will have sufficient funds available to meet its current loan commitments.

18The Bank’s outstanding loan commitments as of June 30, 2003 are as follows:

The Bank’s outstanding loan commitments as of March 31, 2003 are as follows:

Loan Type	Amount
	(In thousands)
One- to four-family	$	14,750
Commercial real estate		16,680
Multi-family real estate		100,214
Construction and development		462,420
Consumer		12,901
Home equity lines of credit		69,631

	$	676,596

Loan Type	Amount
	(In thousands)
One- to four-family	$	22,258
Commercial real estate		17,598
Multi-family real estate		90,443
Construction and development		374,386
Consumer		13,149
Home equity lines of credit		75,250
	$	593,084

In the normal course of business, the Company enters into commitments to purchase securities. As of June 30, 2003, the Company had $1.79 billion in commitments to purchase mortgage related securities. These commitments, with a weighted average yield of 3.59% and a weighted average life of 1.27 years, settle within 30 days from June 30, 2003. At June 30, 2003, these commitments had an unrealized appreciation of approximately $366,000.

InCertificates ~~the~~of ~~normal~~deposit ~~course~~that ~~of business,~~are ~~the~~scheduled ~~Company~~to ~~enters~~mature ~~into~~in ~~commitments~~one toyear ~~purchase~~or ~~securities.~~less Asat ofJune ~~March 31~~30, 2003, ~~the~~totaled ~~Company had~~ $~~894~~2.028 ~~million~~billion. inBased ~~commitments~~upon toprior ~~purchase~~experience ~~mortgage-backed~~ and ~~mortgage~~the ~~related~~Company’s current ~~securities~~pricing ~~and~~strategy, ~~$250.0~~management ~~million~~believes that a significant portion of ~~government~~such ~~agency~~deposits ~~securities~~will remain with the Company.

~~Certificates~~The ofCompany’s ~~deposit~~most ~~that~~liquid assets are ~~scheduled~~cash toand ~~mature~~cash inequivalents, ~~one~~money ~~year~~market investments, short-term securities and securities available-for-sale. The levels of orthese ~~less~~assets atare ~~March~~dependent 31on the Company’s operating, ~~2003~~financing, ~~totaled~~lending ~~$2.07~~and ~~billion.~~investment ~~Based~~activities ~~upon~~during ~~prior~~any ~~experience~~given period. At June 30, 2003 and December 31, 2002, the Company’s ~~current~~had ~~pricing~~$70.0 ~~strategy~~million and $171.0 million, ~~management~~respectively, ~~believes~~in ~~that~~cash aand cash ~~significant~~equivalents ~~portion~~and money market investments. Included in money market investments were $10.5 million of ~~such~~short-term ~~deposits~~repurchase ~~will~~agreements ~~remain~~at ~~with~~December ~~the~~31, ~~Company~~2002. The Company had no short-term repurchase agreements outstanding at June 30, 2003.

~~The~~During ~~Company’s~~the ~~most~~six ~~liquid~~months ~~assets~~ended ~~are~~June ~~cash~~30, ~~and~~2003 ~~cash~~the ~~equivalents,~~Company ~~money market~~repurchased ~~investments~~4,926,005 shares ~~short-term~~of ~~securities~~its ~~and~~common ~~securities~~stock ~~available-for-sale.~~at ~~The~~an ~~levels~~aggregate cost of ~~these~~$93.5 ~~assets~~million. ~~are~~During ~~dependent~~the onquarter ~~the~~ended ~~Company’s~~June ~~operating~~30, ~~financing,~~2003 ~~lending~~the ~~and~~Company ~~investment~~completed ~~activities~~its ~~during~~ninth ~~any~~stock ~~given~~repurchase ~~period.~~program Atand ~~March~~announced ~~31,~~its ~~2003~~tenth ~~and December~~stock ~~31,~~repurchase ~~2002~~program, which authorizes the ~~Company~~purchase ~~had~~of approximately ~~$155~~7.06 million ~~and $171~~shares.0 ~~million,~~As ~~respectively~~of June 30, in2003 ~~cash~~the ~~and~~Company ~~cash~~has ~~equivalents~~repurchased ~~and~~545,185 ~~money~~shares ~~market~~of ~~investments~~the 7.6 ~~Included~~million authorized in ~~money~~the ~~market~~tenth ~~investments~~program. ~~were~~Future ~~$17.0~~purchases ~~million~~of ~~and~~the ~~$10.5~~Company’s ~~million~~common ofstock ~~short-term~~will ~~repurchase agreements~~be atmade ~~March~~from 31time to time, ~~2003~~in ~~and~~light ~~December~~of market 31conditions, ~~2002,~~at ~~respectively~~the discretion of management.

~~During~~On ~~the~~May ~~three months ended March 31~~20, 2003, the Company ~~repurchased~~declared ~~2,453,105~~a ~~shares~~quarterly ofcash ~~its~~dividend ~~common~~totaling ~~stock at an aggregate cost of~~ $4711.41 million~~. As of March 31~~, ~~2003,~~or ~~the~~$0.155 ~~Company~~per ~~had~~common ~~repurchased 2~~share.1 ~~million~~The ~~shares~~dividend ofwas ~~the~~paid ~~4.0~~on ~~million shares~~June ~~authorized~~11, in2003 ~~the~~to ~~Company’s~~shareholders ~~ninth~~of ~~stock~~record ~~repurchase~~on ~~program.~~May ~~Future~~30, ~~purchases~~2003. ofFor the ~~Company’s~~six ~~common~~months ~~stock~~ended ~~will~~June be30, ~~made~~2003 ~~from~~the ~~time~~Company tohas ~~time,~~paid individends ~~light~~ of $22.3 ~~market conditions~~million, ator ~~the~~$0.305 ~~discretion~~per ofcommon ~~management~~share.

On ~~February~~July 2825, 2003, the Company declared a quarterly cash dividend ~~totaling $11.2~~to ~~million, or~~ $0.15155 per common share. The dividend ~~was~~will be paid on ~~March 20~~August 15, 2003 to shareholders of record on ~~March~~August 105, 2003.

Interest Rate Sensitivity Analysis – —Management of Interest Rate Risk

The principal objectives of the Company’s interest rate risk management are to evaluate the interest rate risk inherent in certain balance sheet accounts, to maintain an appropriate level of risk given the Company’s business ~~strategy~~strategies, operating environment, capital and liquidity requirements and performance objectives, and to manage the risk consistent with the Board of Directors’ approved guidelines. Through such management, the Company seeks to reduce the vulnerability of its operations to changes in interest rates. The Company’s Board of Directors reviews the Company’s interest rate risk position on a monthly basis. Additionally, an Asset/Liability Committee comprised of the Bank’s senior management reviews the Company’s interest rate risk position on a weekly basis. Senior management also reviews, with the Board of Directors, its activities and strategies, the effect of those activities and strategies on the Company’s net interest margin, the market value of the Company’s portfolio of investments and loans and the effect that changes in interest rates may have on the Company’s investment and loan portfolios and exposure limits.

The Company has utilized the following strategies to manage interest rate risk: (1) increasing low-cost core deposits through an expanded branch network and product offerings; (2) focusing on higher margin business lines by expanding construction, commercial real estate and multi-family lending; and (3) effectively utilizing borrowed funds and deposits

1923

to fund and sustain asset growth while maintaining market spreads. Management believes that reducing exposure to interest rate fluctuations in this manner will enhance long-term profitability.

Interest Rate Sensitivity Analysis – —Gap Analysis

The ~~matching~~ matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring an institution’s “interest rate sensitivity gap.” An asset or ~~liability~~ liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same specific time period. At ~~March~~June 3130, 2003, the Company’s one-year gap position was positive 4537.0364%. A gap is ~~considered~~ considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities. A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate ~~sensitive~~ sensitive assets. During a period of rising interest rates, an institution with a positive gap position would be in a better position to invest in higher yielding assets, which, consequently, may result in the yield of its interest-earning assets ~~increasing~~ increasing at a rate faster than its cost of interest-bearing liabilities, as opposed to if the institution had a negative gap. Accordingly, during a period of falling interest rates, an institution with a positive gap would tend to have its interest-earning assets repricing downward at a faster rate than its interest-bearing liabilities as compared to an institution with a negative gap which, consequently, may tend to negatively affect the growth of its net interest income. The Company’s ~~March~~June 3130, 2003 cumulative one-year gap position reflects the classification of available-for-sale and held-to-maturity securities within repricing periods based on their contractual maturities adjusted for estimated callable features and prepayments, if any. If all available-for-sale securities at ~~March~~June 3130, 2003 were classified within the “Up to One Year” maturity or repricing category, net interest-earning assets would have exceeded interest-bearing liabilities maturing or repricing within the same period by $65.4591 billion, representing a positive cumulative one-year gap position of 5954.2669%. Available-for-sale securities may or may not be sold, subject to management’s discretion. Given the Company’s existing liquidity position and its ability to sell securities from its available-for-sale portfolio, management of the Company believes that its current gap position will not have a material adverse effect on its liquidity position.

The following table sets forth the amounts of interest-earning assets and interest-bearing liabilities outstanding at ~~March~~June 3130, 2003, that are anticipated by the Company, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the Gap Table). Except as stated, the amount of assets ~~and~~ and liabilities shown which reprice or mature during a particular period was determined in accordance with the earlier of the term to reprice or the contractual maturity of the asset or liability. The Gap Table sets forth an approximation of the projected repricing of assets and liabilities at ~~March~~June 3130, 2003 on the basis of contractual maturities, anticipated prepayments, callable features and scheduled rate adjustments within a one year period and subsequent annual time intervals. Prepayment rate assumptions ranging from 64% to 78% per year were applied to the real estate loan portfolio, dependent upon the loan type and coupon. Mortgage-backed and mortgage related securities were assumed to prepay at rates between 4510% and 9084% annually, dependent upon the security type and pass-through rate. Money market accounts were assumed to decay (estimated deposit withdrawal activity) at 10% per annum, savings accounts were assumed to decay at 4% per annum and Super NOW and NOW accounts were assumed to decay at 3% per annum. Prepayment and deposit decay rates can have a significant impact on the Company’s estimated gap. While the Company believes such assumptions are reasonable, there can be no assurance that assumed prepayment and decay rates will approximate actual future real estate loan and mortgage-backed and mortgage related securities principal prepayments and deposit withdrawal activity.

In addition to the foregoing, callable features of certain assets and liabilities may cause actual experience to vary from that indicated. Included in the Gap Table are $~~887~~825.85 million of callable securities at their estimated fair value and classified primarily based upon their respective call features. Of such securities, $~~617~~587.27 million have been classified, using callable features, in the “Up to One Year” category, $72112.86 million have been classified, using callable features, in the “One to Two Years” category, $38.9 million have been classified, using callable features, in the “Over Five Years” category and $~~197~~86.83 million have been classified, according to their contractual maturity date, in the “Over Five Years” category. Also included in the Gap Table are $2.2254 billion of callable borrowings, classified according to their ~~maturity date, except for $100.0 million of such borrowings which have been classified~~ ~~according to~~

2024

maturity date, except for $100.0 million of such borrowings, which have been classified according to their first call date in the “Up to One Year” category. If all callable borrowings at ~~March~~June 3130, 2003 were classified according to their first call date, the Company’s one-year gap position would have been positive 3116.0204%.

The Company’s positive gap position at ~~March~~June 3130, 2003 of 4537.0364% as compared to a positive 42.73% at December 31, 2002 continues to reflect the effect of prepayment activity experienced during 2002 and the first ~~quarter~~six months of 2003 in the mortgage-backed securities and real estate loan portfolios. In addition, expected maturities of borrowed funds lengthened during the first ~~quarter~~six months of 2003. Borrowed funds maturing in one year or less decreased from 16.7% of total borrowed funds at December 31, 2002 to 20.61% of the total borrowed funds at ~~March~~June 3130, 2003. Slightly ~~offsetting~~ offsetting the lengthening of borrowed fund maturities was a shortening of certificates of deposit (CDs) maturities. CDs maturing in one year or less increased from 56.7% of total CDs at December 31, 2002 to 6167.75% of total CDs at ~~March~~June 3130, 2003.

	At March 31, 2003
	Up to One Year			One to Two Years			Two to Three Years			Three To Four Years			Four to Five Years			Over Five Years			Total
	(Dollars in thousands)
Interest-earning assets (1):
Money market investments	$	80,700		$	—		$	—		$	—		$	—		$	—		$	80,700
Debt and equity securities, net (2)		910,155			72,159			5,000			10,000			6,153			407,755			1,411,222
Mortgage-backed and mortgage related securities, net (2)		4,577,241			845,988			221,264			65,326			20,289			48,887			5,778,995
Real estate loans, net (3)(4)		1,439,360			396,056			239,396			259,182			426,151			193,352			2,953,497
Consumer and other loans, net (3)(4)		231,915			7,500			15,373			5,937			4,073			21,475			286,273
Total interest-earning assets	$	7,239,371		$	1,321,703		$	481,033		$	340,445		$	456,666		$	671,469		$	10,510,687
Interest-bearing liabilities (1):
Money market accounts		95,590			45,608			32,468			27,525			24,914			706,128			932,233
Savings accounts		57,106			52,749			48,893			45,471			42,425			1,027,389			1,274,033
Super NOW and NOW accounts		9,567			9,280			9,001			8,731			8,469			273,846			318,894
Certificates of deposit		2,072,317			671,400			140,315			159,385			225,530			91,438			3,360,385
Borrowed funds		104,974			274,972			1,200,268			249,967			464,780			1,685,909			3,980,870
Total interest-bearing liabilities		2,339,554			1,054,009			1,430,945			491,079			766,118			3,784,710			9,866,415
Interest sensitivity gap (5)	$	4,899,817		$	267,694		$	(949,912	)	$	(150,634	)	$	(309,452	)	$	(3,113,241	)	$	644,272
Cumulative interest sensitivity gap	$	4,899,817		$	5,167,511		$	4,217,599		$	4,066,965		$	3,757,513		$	644,272
Cumulative interest sensitivity gap as a percentage of total assets		45.03	%		47.49	%		38.76	%		37.38	%		34.53	%		5.92	%
Cumulative net interest-earning assets as a percentage of cumulative interest-bearing liabilities		309.43	%		252.27	%		187.42	%		176.51	%		161.78	%		106.53	%

	At June 30, 2003
	Up to One Year			One to Two Years			Two to Three Years			Three To Four Years			Four to Five Years			Over Five Years			Total
	(Dollars in thousands)
Interest-earning assets (1):
Debt and equity securities, net (2)	$	1,030,789		$	71,992		$	18,096		$	1,013		$	4,527		$	287,992		$	1,414,409
Mortgage-backed and mortgage related securities, net (2)		3,895,330			1,044,636			346,051			108,657			32,152			82,357			5,509,183
Real estate loans, net (3) (4)		1,344,594			387,385			254,662			304,001			608,627			350,722			3,249,991
Consumer and other loans, net (3) (4)		232,892			6,667			14,427			5,025			3,473			17,731			280,215

Total interest-earning assets		6,503,605			1,510,680			633,236			418,696			648,779			738,802			10,453,798

Interest-bearing liabilities (1):
Money market accounts		83,895			37,681			28,116			24,429			22,210			634,358			830,689
Savings accounts		55,346			51,537			48,122			45,052			42,286			1,051,715			1,294,058
Super NOW and NOW accounts		10,269			9,961			9,663			9,373			9,091			293,957			342,314
Certificates of deposit		2,280,365			490,661			130,437			265,358			114,179			98,231			3,379,231
Borrowed funds		4,974			424,972			1,250,268			49,967			499,793			1,750,907			3,980,881

Total interest-bearing liabilities		2,434,849			1,014,812			1,466,606			394,179			687,559			3,829,168			9,827,173

Interest sensitivity gap (5)	$	4,068,756		$	495,868		$	(833,370	)	$	24,517		$	(38,780	)	$	(3,090,366	)	$	626,625

Cumulative interest sensitivity gap	$	4,068,756		$	4,564,624		$	3,731,254		$	3,755,771		$	3,716,991		$	626,625

Cumulative interest sensitivity gap as a percentage of total assets		37.64	%		42.23	%		34.52	%		34.75	%		34.39	%		5.80	%
Cumulative net interest- earning assets as a percentage of cumulative interest- bearing liabilities		267.11	%		232.32	%		175.90	%		170.72	%		161.97	%		106.38	%

(1)

Interest-earning assets are included in the period in which the balances are expected to be re-deployed and/or re-priced as a result of anticipated prepayments and call dates, scheduled rate adjustments and contractual maturities.

(2)

Debt, equity and mortgage-backed and mortgage related securities, net, are shown at their respective carrying values. Included in debt and equity securities, net, is $83.3 million of Federal Home Loan Bank stock.

(3)

For the purpose of the gap analysis, the allowance for loan losses and non-performing loans have been excluded.

(4)

Loans held-for-sale are included in the “Up to One Year” category.

(5)

The interest sensitivity gap represents the difference between total interest-earning assets and total interest-bearing liabilities.

21Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage (ARM) loans, have features which limit adjustments to interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the table. Finally, the ability of borrowers to service their ARM loans may decrease in the event of an interest rate increase. The table reflects management’s estimates as to periods to repricing at particular points in time. Among the factors considered, management monitors both current trends and its historical repricing experience with respect to particular or similar products. For example, the Bank has a number of deposit accounts, including passbook savings, Super NOW and NOW accounts and money market accounts, which, subject to certain regulatory exceptions, may be withdrawn at any time. The Bank, based upon its historical experience, assumes that while all customers in these account categories could withdraw their funds on any given day, not all will do so even if market interest rates were to change. As a result, different assumptions may be used at different points in time.

Certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to re-pricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage (ARM) loans, have features which limit adjustments to interest rates on a short-term basis and over the life of the asset. Further, in the event of a change in interest rates, prepayment and early withdrawal levels may deviate significantly from those assumed in calculating the table. Finally, the ability of borrowers to service their ARM loans may decrease in the event of an interest rate increase. The table reflects management’s estimates as to periods to re-pricing at particular points in time. Among the factors considered, management monitors both current trends and its historical re-pricing experience with respect to particular or similar products. For example, the Bank has a number of deposit accounts, including passbook savings, Super NOW and NOW accounts and money market accounts, which, subject to certain regulatory exceptions, may be withdrawn at any time. The Bank, based upon its historical experience, assumes that while all customers in these account categories could withdraw their funds on any given day, not all will do so even if market interest rates were to change. As a result, different assumptions may be used at different points in time.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

For a description of the Company’s quantitative and qualitative disclosures about market risk, see the information set forth under the caption “Management’s Discussion and Analysis of Financial Condition and Results of Operations—-Interest Rate Sensitivity Analysis —Management of Interest Rate Risk” and “—Interest Rate Sensitivity Analysis—Gap Analysis.”

ITEM 4. CONTROLS AND PROCEDURES

(a) Evaluation of disclosure controls and procedures. The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the Securities and Exchange Commission. Based upon their evaluation of those controls and procedures performed within 90 days of the filing date of this report, the chief executive officer and the chief financial officer of the Company concluded that the Company’s disclosure controls and procedures were ~~adequate~~effective as of the evaluation date.

(b) Changes in internal controls. The Company made no significant changes in its internal controls or in other factors that could significantly affect these controls subsequent to the date of the evaluation of those controls by the chief executive officer and chief financial officer.

PART II – —OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to the Company’s financial condition or results of operations.

Item 2. Changes in Securities and Use of Proceeds

~~On November 13, 2002, the Company issued $115~~ None.0 million in 5.75% unsecured senior notes due November 2007 (the Notes). The Notes were issued pursuant a registration statement (Registration No. 333-67282) initially filed with the Securities and Exchange Commission on August 10, 2001 and effective on September 25, 2001. The managing underwriter for the transaction was Sandler O’Neill & Partners, L.P. Notes representing $115.0 million were registered and sold in the offering (excluding $75.0 million in Notes sold under Registration Statement No. 333-67282 on November 21, 2001 as previously disclosed in the Company’s quarterly report on Form 10-Q for the period ended March 31, 2002). Underwriters’ discounts and commissions totaled $1.1 million. Other expenses relating to the offering totaled approximately $313,000. The net offering proceeds to the Company totaled approximately $113.6 million. The proceeds of such offering were used for the repurchase of $38.7 million of the Company’s common stock, the payment of $11.3 million in dividends on the Company’s common stock and the repayment of $63.6 million of indebtedness. The portion of the proceeds utilized during the quarter ended March 31, 2003 totaled $7.9 million and was utilized to repurchase the Company’s common stock.

Item 3. Defaults Upon Senior Securities

None.

Item 4. Submission of Matters to a Vote of Security Holders

~~None~~ On May 20, 2003 the Company held its annual meeting of stockholders for the purpose of the election of five Directors to three-year terms of office each and the ratification of the Board of Directors’ appointment of KPMG LLP as the Company’s independent auditors for the fiscal year ending December 31, 2003. The number of votes cast at the meeting as to each matter acted upon was as follows:

		Number of Votes For	Number of Votes Withheld
1.	Election of Directors:
	Thomas J. Calabrese, Jr.	66,963,275	521,588
	Spiros J. Voutsinas	66,851,295	633,568
	Leonard Genovese	66,858,574	626,289
	Dr. Edwin W. Martin, Jr.	66,816,241	668,622
	Richard C. Webel	66,931,134	553,729

The Directors whose terms continued and the years their terms expire are as follows:

		Year Term Expires
Continuing Directors:
Joseph L. Mancino		2004
John M. Tsimbinos		2004
James E. Swiggett		2004
John R. Bransfield, Jr.		2005
Thomas A. Doherty		2005
Maureen E. Clancy		2005
Victor C. McCuaig		2005

Number of

Votes For

Number of
Votes
Against

Number of

Votes

Abstaining

Ratification of appointment of KPMG LLP as independent auditors of the Company for the fiscal year ending December 31, 2003

65,914,307

1,395,085

175,471

Item 5. Other Information

~~None~~ On June 27, 2003, the Company announced a strategic merger with New York Community Bancorp, Inc. and signed a definitive agreement under which the two companies will combine. The transaction is expected to close in the fourth quarter of 2003, pending shareholder and regulatory approval. Under the terms of the agreement, which has been unanimously approved by the Boards of Directors of both companies, the Company will merge with and into New York Community Bancorp, Inc. and The Roslyn Savings Bank will operate as a division of New York Community Bank. Shareholders of the Company’s common stock will receive 0.75 of a share of New York Community Bancorp, Inc. common stock in exchange for each share of Roslyn Bancorp, Inc. common stock held at the merger date. The transaction will be tax-free to Company’s shareholders. In connection with the merger agreement, New York Community Bancorp, Inc. and Roslyn Bancorp, Inc. have each been issued an option to purchase, under certain circumstances, up to 19.9% of the other’s common stock.

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

		3.1		Certificate of Incorporation of Roslyn Bancorp, Inc. (1)
		3.2		Certificate of Amendment to Certificate of Incorporation of Roslyn Bancorp, Inc. (2)
		3.3		Third Amended and Restated Bylaws of Roslyn Bancorp, Inc. (3)
		3.4		Form of Stock Certificate of Roslyn Bancorp, Inc. (1)
		4.1		Shareholder Protection Rights Agreement, dated as of September 26, 2000, between Roslyn Bancorp, Inc. and Registrar and Transfer Company, as Rights Agent (4)
		4.2		Form of Senior Indenture (5)
		4.3		Form of Subordinated Indenture (5)
		4.4		Form of Note for Senior Debt Securities (5)
		4.5		The registrant will furnish upon request copies of all long-term instruments of registrant and its consolidated subsidiaries
		11.0		Statement Re: Computation of Per Share Earnings
		99.1		Certification of Chief Executive Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002
		99.2		Certification of Chief Financial Officer pursuant to Section 906 of Sarbanes-Oxley Act of 2002

2.1

Agreement and Plan of Merger, dated as of June 27, 2003, by and between New York Community Bancorp, Inc. and Roslyn Bancorp, Inc.

3.1

Certificate of Incorporation of Roslyn Bancorp, Inc.¹

3.2

Certificate of Amendment to Certificate of Incorporation of Roslyn Bancorp, Inc.²

3.3

Third Amended and Restated Bylaws of Roslyn Bancorp, Inc.³

3.4

Form of Stock Certificate of Roslyn Bancorp, Inc.¹

4.1

Shareholder Protection Rights Agreement, dated as of September 26, 2000, between Roslyn Bancorp, Inc. and Registrar and Transfer Company as Rights Agent⁴

4.2

Amendment to Stockholder Protection Rights Agreement, dated as of June 27, 2003, between Roslyn Bancorp, Inc. and Registrar and Transfer Company as Rights Agent

4.3

Form of Senior Indenture⁵

4.4

Form of Subordinated Indenture⁵

4.5

Form of Note for Senior Debt Securities⁵

4.6

The registrant will furnish upon request copies of all long-term instruments of registrant and its consolidated subsidiaries

10.1

Stock Option Agreement, dated as of June 27, 2003, between New York Community Bancorp, Inc., as issuer, and Roslyn Bancorp, Inc., as grantee.

10.2

Stock Option Agreement, dated as of June 27, 2003, between New York Community Bancorp, Inc., as grantee, and Roslyn Bancorp, Inc., as issuer.

10.3

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Joseph L. Mancino.

10.4

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Joseph L. Mancino.

10.5

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Joseph L. Mancino.

10.6

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and John R. Bransfield, Jr.

10.7

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and John R. Bransfield, Jr.

10.8

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and John R. Bransfield, Jr.

10.9

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Michael P. Puorro.

10.10

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Michael P. Puorro.

10.11

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Michael P. Puorro.

10.12

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and, John L. Klag.

10.13

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and John L. Klag.

10.14

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and John L. Klag.

10.15

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Nancy C. MacKenzie.

10.16

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Nancy C. MacKenzie.

10.17

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Nancy C. MacKenzie.

10.18

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Daniel L. Murphy.

10.19

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Daniel L. Murphy.

10.20

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Daniel L. Murphy.

10.21

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and R. Patrick Quinn.

10.22

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and R. Patrick Quinn.

10.23

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and R. Patrick Quinn.

10.24

Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Mary Ellen McKinley.

10.25

Noncompetition Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Mary Ellen McKinley.

10.26

Retention Bonus Agreement, dated as of June 27, 2003, by and among New York Community Bancorp, Inc., Roslyn Bancorp, Inc., The Roslyn Savings Bank, and Mary Ellen McKinley.

11.0

Statement re computation of per share earnings

31.1

Rule 13a-14(a)/15d-14(a) Chief Executive Officer Certification

31.2

Rule 13a-14(a)/15d-14(a) Chief Financial Officer Certification

32.0

Section 1350 Certifications

(b)

Reports on Form 8-K

~~None~~On April 21, 2003 Roslyn Bancorp, Inc. announced its financial results for the quarter ended March 31, 2003. The press release announcing financial results for the quarter ended March 31, 2003 was filed as Exhibit 99.1.

1.On ~~Incorporated~~May by7, ~~reference~~2003 ~~into~~Roslyn ~~this~~Bancorp, ~~document~~Inc. ~~from~~announced ~~Exhibits~~that ~~filed~~it ~~with~~was ~~the~~making ~~Registration~~available ~~Statement~~and ondistributing ~~Form~~to ~~S-1,~~current and ~~any~~prospective ~~amendments~~investors ~~thereto,~~a ~~Registration~~written ~~Statement No~~presentation. ~~333-10471~~The presentation includes, ~~filed~~among ~~with~~other matters, information regarding the Company’s ~~Securities~~current and ~~Exchange~~historic ~~Commission~~business onstrategies, ~~August 20~~operations, ~~1996~~performance and revenue projections for 2003. The presentation was furnished as Exhibit 99.1.

2.On ~~Incorporated~~June by19, ~~reference~~2003 ~~into~~Roslyn ~~this~~Bancorp, ~~document~~Inc. announced ~~from~~that ~~the~~it ~~Exhibits~~was tomaking ~~the~~available ~~Company’s~~and ~~quarterly~~distributing ~~report~~to oncurrent ~~Form~~and ~~10-Q,~~prospective ~~Commission~~investors ~~File~~a ~~No.~~written ~~0-28886,~~presentation ~~filed~~that ~~with~~is ~~the~~also ~~Securities~~being ~~and~~posted ~~Exchange~~on ~~Commission~~its onweb ~~August~~site ~~13,~~at ~~1999.~~

3.28 Incorporated by reference into this document from Exhibits to the Company’s quarterly report on Form 10-Q, Commission file No. 0-28886, filed with the Securities and Exchange Commission on August 10, 2000.

4. Incorporated by reference into this document from Exhibits to the Company’s Form 8-A, and any amendments thereto, Commission File No. 0-28886, filed with the Securities and Exchange Commission on September 29, 2000.

5. Incorporated by reference into this document from Exhibits to the Company’s Form S-3, and any amendments thereto, Commission File No. 333-67282, filed with the Securities and Exchange Commission on August 10, 2001.

www.roslyn.com. The presentation includes, among other matters, information regarding the Company’s current and historic business strategies, operations, performance and revenue projections for 2003. The presentation was filed as Exhibit 99.1.

Notes:

(1)

Incorporated by reference into this document from the Exhibits filed with the Registration Statement on Form S-1, and any amendments thereto, Registration Statement No. 333-10471, filed with the Securities and Exchange Commission on August 20, 1996.

(2)

Incorporated by reference into this document from the Exhibits to the Company’s quarterly report on Form 10-Q, Commission File No. 0-28886, filed with the Securities and Exchange Commission on August 13, 1999.

(3)

(4)

Incorporated by reference into this document from Exhibits to the Company’s Form 8-A, and any amendments thereto, Commission File No. 0-28886, filed with the Securities and Exchange Commission on September 29, 2000.

(5)

Incorporated by reference into this document from Exhibits to the Company’s Form S-3, and any amendments thereto, Commission File No. 333-67282, filed with the Securities and Exchange Commission on August 10, 2001.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

ROSLYN BANCORP, INC.

	ROSLYN BANCORP, INC.
	(Registrant)

Date: August 14, 2003	By:	/s/ Joseph L. Mancino
		Joseph L. Mancino
		Vice Chairman of the Board, President and Chief Executive Officer

Date: August 14, 2003	By:	/s/ Michael P. Puorro
		Michael P. Puorro
		Treasurer and Chief Financial Officer

~~(Registrant)~~30

Date: May 1, 2003				By:		/s/ JOSEPH L. MANCINO
						Joseph L. Mancino Vice Chairman of the Board, President and Chief Executive Officer

Date: May 1, 2003				By:		/s/ MICHAEL P. PUORRO
						Michael P. Puorro Treasurer and Chief Financial Officer

CERTIFICATIONS

I, Joseph L. Mancino, President and Chief Executive Officer of Roslyn Bancorp, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Roslyn Bancorp, Inc.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) Designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officers and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) All significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officers and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Date: May 1, 2003				By:		/s/ JOSEPH L. MANCINO
						Joseph L. Mancino President and Chief Executive Officer of Roslyn Bancorp, Inc.

I, Michael P. Puorro, Treasurer and Chief Financial Officer of Roslyn Bancorp, Inc., certify that:

1. I have reviewed this quarterly report on Form 10-Q of Roslyn Bancorp, Inc.;

b) Evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the “Evaluation Date”); and

c) Presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

Date: May 1, 2003				By:		/s/ MICHAEL P. PUORRO
						Michael P. Puorro Treasurer and Chief Financial Officer of Roslyn Bancorp, Inc.

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Filing Compare · ROSLYN BANCORP INC