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

Delaware
(State or other jurisdiction of
incorporation or organization)

33-0633413
(I.R.S. Employer Identification No.)

3501 Jamboree Road, Newport Beach, CA
(Address of principal executive office)

92660
(Zip Code)

Registrant's telephone number, including area code

(949) 854-0300

Securities registered pursuant to Section 12(b) of the Act:

Title of each class
Common Stock, $0.01 Par Value

Name of each exchange
on which registered
New York Stock Exchange
Pacific Exchange

PART I

ITEM 1.

FINANCIAL INFORMATION           

1

Consolidated Balance Sheets          

1

Consolidated Statements of Income           

2

Consolidated Statements of Comprehensive Income          

3

Consolidated Statements of Cash Flows           

4

Notes To Consolidated Financial Statements           

6

ITEM 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS           

13

ITEM 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK           

39

ITEM 4.

CONTROLS AND PROCEDURES           

39

PART II

ITEM 1.

LEGAL PROCEEDINGS           

40

ITEM 2.

CHANGES IN SECURITIES AND USE OF PROCEEDS           

40

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES           

40

ITEM 4.

SUBMISSION OF MATTERS TO A VOTE OF SECURITIY HOLDERS           

40

ITEM 5.

OTHER INFORMATION           

40

ITEM 6.

EXHIBITS AND REPORTS ON FORM 8-K           

40

AVAILABILITY OF REPORTS           

42

SIGNATURES           

42

CERTIFICATIONS PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002           

43

March 31,

December 31,

March 31,

(Dollars in Thousands, Except Per Share Data)

2003

2002

2002

Assets

Cash

$

136,461

$

123,524

$

120,000

Federal funds

1,201

2,555

28,800

Cash and cash equivalents

137,662

126,079

148,800

U.S. Treasury securities, agency obligations and other investment

securities available for sale, at fair value

214,449

457,797

248,322

Municipal securities held to maturity, at amortized cost (estimated

fair value of $6,202 at March 31, 2003 and December 31, 2002,

and $6,373 at March 31, 2002)

6,215

6,216

6,388

Mortgage loans purchased under resale agreements

-

-

10,000

Loans held for sale, at lower of cost or fair value

633,676

652,052

388,468

Mortgage-backed securities available for sale, at fair value

1,875

2,253

90,803

Loans receivable held for investment

10,040,006

10,322,637

9,608,842

Investments in real estate and joint ventures

34,307

33,890

26,384

Real estate acquired in settlement of loans

10,205

12,360

11,917

Premises and equipment

114,201

113,536

111,465

Federal Home Loan Bank stock, at cost

119,125

117,563

114,842

Mortgage servicing rights, net

56,506

57,729

68,581

Other assets

69,696

76,039

78,300

$

11,437,923

$

11,978,151

$

10,913,112

Liabilities and Stockholders’ Equity

Deposits

$

8,997,558

$

9,238,350

$

8,598,890

Federal Home Loan Bank advances

1,300,850

1,624,084

1,320,386

Accounts payable and accrued liabilities

91,823

102,533

62,329

Deferred income taxes

76,042

70,080

43,821

Total liabilities

10,466,273

11,035,047

10,025,426

Company obligated mandatorily redeemable capital securities of

subsidiary trust holding solely junior subordinated debentures

of the Company ("Capital Securities")

120,000

120,000

120,000

Stockholders’ equity:

Preferred stock, par value of $0.01 per share; authorized 5,000,000

shares; outstanding none

-

-

-

Common stock, par value of $0.01 per share; authorized 50,000,000

shares; issued 28,235,022 shares at March 31, 2003 and

December 31, 2002, and 28,213,048 shares at March 31, 2002

282

282

282

Additional paid-in capital

93,792

93,792

93,400

Accumulated other comprehensive loss

(579

)

(1,422

)

(1,288

)

Retained earnings

770,325

742,622

675,292

Treasury stock, at cost, 306,300 shares at March 31, 2003 and

December 31, 2002

(12,170

)

(12,170

)

-

Total stockholders’ equity

851,650

823,104

767,686

$

11,437,923

$

11,978,151

$

10,913,112

Three Months Ended

March 31,

(Dollars in Thousands, Except Per Share Data)

2003

2002

Interest income

Loans receivable

$

142,489

$

160,277

U.S. Treasury securities and agency obligations

3,137

3,033

Mortgage-backed securities

16

1,274

Other investments

1,655

1,814

Total interest income

147,297

166,398

Interest expense

Deposits

47,850

68,359

Borrowings

15,417

15,053

Capital securities

3,041

3,041

Total interest expense

66,308

86,453

Net interest income

80,989

79,945

Provision for (reduction of) loan losses

(1,709

)

1,447

Net interest income after provision for (reduction of) loan losses

82,698

78,498

Other income, net

Loan and deposit related fees

11,978

11,518

Real estate and joint ventures held for investment, net

943

2,997

Secondary marketing activities:

Loan servicing loss, net

(13,686

)

(588

)

Net gains on sales of loans and mortgage-backed securities

19,763

16,201

Net gains on sales of mortgage servicing rights

5

294

Net gains on sales of investment securities

8

190

Litigation award

2,452

-

Other

486

741

Total other income, net

21,949

31,353

Operating expense

Salaries and related costs

34,126

29,437

Premises and equipment costs

7,713

7,133

Advertising expense

793

1,044

SAIF insurance premiums and regulatory assessments

831

786

Professional fees

628

564

Other general and administrative expense

7,893

6,211

Total general and administrative expense

51,984

45,175

Net operation of real estate acquired in settlement of loans

297

(58

)

Total operating expense

52,281

45,117

Income before income taxes

52,366

64,734

Income taxes

22,149

27,356

Net income

$

30,217

$

37,378

PER SHARE INFORMATION

Basic

$

1.08

$

1.32

Diluted

$

1.08

$

1.32

Cash dividends declared and paid

$

0.09

$

0.09

Weighted average diluted shares outstanding

27,966,367

28,271,172

Three Months Ended

March 31,

(In Thousands)

2003

2002

Net income

$

30,217

$

37,378

Other comprehensive income (loss), net of income taxes (benefits)

Unrealized losses on securities available for sale:

U.S. Treasury securities, agency obligations and other investment

securities available for sale, at fair value

(736

)

(1,356

)

Mortgage-backed securities available for sale, at fair value

(7

)

(938

)

Less reclassification of realized gains included in net income

(5

)

(110

)

Unrealized losses on cash flow hedges:

Net derivative instruments

(3,298

)

(517

)

Less reclassification of realized losses included in net income

4,889

1,872

Total other comprehensive income (loss), net of income taxes (benefits)

843

(1,049

)

Comprehensive income

$

31,060

$

36,329

Three Months Ended

March 31,

(In Thousands)

2003

2002

Cash flows from operating activities

Net income

$

30,217

$

37,378

Adjustments to reconcile net income to net cash used for operating activities:

Depreciation and amortization

18,000

14,879

Provision for losses on loans, real estate acquired in settlement of loans, investments

in real estate and joint ventures, mortgage servicing rights and other assets

9,945

818

Net gains on sales of loans and mortgage-backed securities, mortgage servicing rights,

investment securities, real estate and other assets

(20,146

)

(18,066

)

Interest capitalized on loans (negative amortization)

(3,523

)

(11,147

)

Federal Home Loan Bank stock dividends

(1,562

)

(1,703

)

Loans originated for sale, net of principal payments

(1,607,147

)

(1,266,430

)

Proceeds from sales of loans held for sale, including those sold

as mortgage-backed securities

1,635,811

1,381,086

Other, net

(11,925

)

(4,404

)

Net cash provided by operating activities

49,670

132,411

Cash flows from investing activities

Proceeds from sales of:

U.S. Treasury securities, agency obligations and other investment securities

available for sale

5,250

68,628

Wholly owned real estate and real estate acquired in settlement of loans

5,095

16,827

Proceeds from maturities of U.S. Treasury securities, agency obligations

and other investment securities available for sale

378,710

156,530

Purchase of:

U.S. Treasury securities, agency obligations and other investment securities

available for sale

(141,575

)

(74,710

)

Mortgage loans under resale agreements

-

(10,000

)

Loans receivable held for investment

(91,676

)

(30

)

Premises and equipment

(5,599

)

(3,562

)

Originations of loans receivable held for investment (net of refinances of $59,537 for the

three months ended March 31, 2003 and $70,546 for the three months ended

March 31, 2002)

(680,009

)

(963,269

)

Principal payments on loans receivable held for investment and mortgage-backed

securities available for sale

1,068,441

898,818

Net change in undisbursed loan funds

(10,939

)

8,030

Proceeds from (investments in) real estate held for investment

(620

)

950

Other, net

1,375

638

Net cash provided by investing activities

528,453

98,850

Three Months Ended

March 31,

(In Thousands)

2003

2002

Cash flows from financing activities

Net decrease in deposits

$

(240,792

)

$

(20,676

)

Proceeds from Federal Home Loan Bank advances

3,634,000

1,316,200

Repayments of Federal Home Loan Bank advances and other borrowings

(3,957,234

)

(1,518,526

)

Cash dividends

(2,514

)

(2,539

)

Net cash used for financing activities

(566,540

)

(225,541

)

Net increase in cash and cash equivalents

11,583

5,720

Cash and cash equivalents at beginning of period