HIBERNIA CORP - 10-Q Quarterly Report

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


FORM 10-Q


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


For the Quarterly Period Ended June 30, 2003	Commission File Number 1-10294


HIBERNIA CORPORATION (Exact name of registrant as specified in its charter)


Louisiana (State or other jurisdiction of incorporation or organization)	72-0724532 (I.R.S. Employer Identification Number)


313 Carondelet Street, New Orleans, Louisiana 70130 (Address of principal executive offices and zip code)


Registrant's telephone number, including area code (504) 533-2831



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 ____


Indicate by check mark whether the Registrant is an accelerated filer (as defined in rule 12b-2 of the Exchange Act).

YES X NO ____

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


Class Class A Common Stock, no par value	Outstanding at July 31, 2003 156,067,839 Shares








HIBERNIA CORPORATION
INDEX
Page No.
Part I. Financial Information


Item 1. Financial Statements


Consolidated Balance Sheets	***


Consolidated Income Statements	***


Consolidated Statements of Changes in
Shareholders' Equity	***


Consolidated Statements of Cash Flows	***


Notes to Consolidated Financial
Statements	***


Item 2. Management's Discussion and Analysis of Financial
Condition and Results of Operations	***


Item 3. Quantitative and Qualitative Disclosures about Market Risk	***




Item 4. Controls and Procedures	***




Part II. Other Information


Item 2. Changes in Securities and Use of Proceeds	***


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


Item 6. Exhibits and Reports on Form 8-K	***

Consolidated Balance Sheets

*Hibernia Corporation and Subsidiaries* Unaudited ($ in thousands)		June 30 2003			December 31 2002			June 30 2002

Assets
Cash and cash equivalents	$	782,967		$	1,103,694		$	647,950
Trading account assets		6,586			8,561			12,390
Securities available for sale		3,779,385			3,511,153			3,077,831
Securities held to maturity (estimated fair value of $96,646, $146,369
and $208,109 at June 30, 2003, December 31, 2002 and
June 30, 2002, respectively)		93,911			140,525			202,538
Mortgage loans held for sale		530,427			526,288			381,476
Loans, net of unearned income		11,852,018			11,492,212			11,345,488
Reserve for loan losses		(213,153	)		(212,765	)		(212,343	)

Loans, net		11,638,865			11,279,447			11,133,145

Bank premises and equipment		208,222			209,974			205,104
Customers' acceptance liability		118			--			52
Goodwill		209,114			209,114			209,114
Other intangible assets		103,482			131,915			133,209
Other assets		567,368			271,990			282,869

Total assets	$	17,920,445		$	17,392,661		$	16,285,678


Liabilities
Deposits:
Noninterest-bearing	$	3,068,521		$	2,867,307		$	2,401,198
Interest-bearing		10,632,431			10,613,715			10,380,266

Total deposits		13,700,952			13,481,022			12,781,464

Short-term borrowings		684,446			575,448			628,286
Liability on acceptances		118			--			52
Other liabilities		419,305			553,088			218,840
Federal Home Loan Bank advances		1,401,996			1,102,241			1,042,593

Total liabilities		16,206,817			15,711,799			14,671,235


Shareholders' equity
Class A Common Stock, no par value:
Authorized - 300,000,000 shares; issued - 166,851,362,
166,252,171 and 165,744,139 at June 30, 2003,
December 31, 2002 and June 30, 2002, respectively		320,354			319,204			318,229
Surplus		497,148			490,057			481,428
Retained earnings		1,081,624			1,010,710			927,801
Treasury stock at cost: 10,955,168, 8,840,005 and
6,828,805 shares at June 30, 2003, December 31, 2002
and June 30, 2002, respectively		(182,687	)		(142,931	)		(104,086	)
Accumulated other comprehensive income		18,754			25,387			17,554
Unearned compensation		(21,565	)		(21,565	)		(26,483	)

Total shareholders' equity		1,713,628			1,680,862			1,614,443

Total liabilities and shareholders' equity	$	17,920,445		$	17,392,661		$	16,285,678

See notes to consolidated financial statements.

Consolidated Income Statements
*Hibernia Corporation and Subsidiaries*	Three Months Ended June 30						Six Months Ended June 30

Unaudited ($ in thousands, except per-share data)		2003			2002			2003			2002

Interest income
Interest and fees on loans	$	183,822		$	196,050		$	366,897		$	390,927
Interest on securities available for sale		38,614			40,672			77,643			81,567
Interest on securities held to maturity		1,434			3,157			3,232			6,658
Interest on short-term investments		674			2,069			2,051			3,604
Interest on mortgage loans held for sale		6,942			5,546			12,421			10,977

Total interest income		231,486			247,494			462,244			493,733

Interest expense
Interest on deposits		41,612			57,096			84,932			116,640
Interest on short-term borrowings		1,733			2,371			3,233			4,917
Interest on Federal Home Loan Bank advances		14,324			13,296			28,531			26,527

Total interest expense		57,669			72,763			116,696			148,084

Net interest income		173,817			174,731			345,548			345,649
Provision for loan losses		13,000			20,000			30,750			47,500

Net interest income after provision for loan losses		160,817			154,731			314,798			298,149

Noninterest income
Service charges on deposits		38,394			34,051			74,255			65,715
Card-related fees		12,651			9,980			23,727			18,769
Mortgage banking		(13,921	)		5,356			(18,864	)		16,601
Retail investment fees		7,142			8,171			13,662			16,260
Trust fees		5,556			6,331			11,624			12,674
Insurance		4,573			3,929			9,327			7,988
Investment banking		3,614			5,763			6,445			8,759
Other service, collection and exchange charges		4,918			5,086			9,938			10,270
Other operating income		3,542			4,670			8,824			9,308
Securities gains (losses), net		10,191			(6,563	)		10,200			(9,971	)

Total noninterest income		76,660			76,774			149,138			156,373

Noninterest expense
Salaries and employee benefits		78,245			73,501			152,851			144,059
Occupancy expense, net		9,792			8,980			19,111			18,175
Equipment expense		8,352			7,994			16,281			15,843
Data processing expense		8,895			8,476			18,313			16,856
Advertising and promotional expense		5,478			5,078			12,440			10,399
Amortization of intangibles		1,285			1,513			2,624			3,097
Foreclosed property expense, net		(29	)		219			57			239
Other operating expense		30,745			29,684			61,249			58,521

Total noninterest expense		142,763			135,445			282,926			267,189

Income before income taxes		94,714			96,060			181,010			187,333
Income tax expense		33,333			33,525			63,429			65,562

Net income	$	61,381		$	62,535		$	117,581		$	121,771

Net income per common share	$	0.40		$	0.40		$	0.76		$	0.77

Net income per common share - assuming dilution	$	0.39		$	0.39		$	0.75		$	0.76

See notes to consolidated financial statements.

Consolidated Statements of Changes in Shareholders' Equity

Hibernia Corporation and Subsidiaries Unaudited ($ in thousands, except per-share data)

		Common Stock		Surplus		Retained Earnings	Accumulated Other Comprehensive Income			Other		Comprehensive Income

Balances at December 31, 2002	$	319,204	$	490,057	$	1,010,710	$ 25,387		$	(164,496	)
Net income		--		--		117,581	--			--		$ 117,581
Change in unrealized gains (losses) on
securities, net of reclassification
adjustments		--		--		--	(7,651	)		--		(7,651	)
Change in accumulated gains (losses)
on cash flow hedges, net of