NORTH FORK BANCORPORATION INC - 10-Q Quarterly Report

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 period ended: June 30, 2003

NORTH FORK BANCORPORATION, INC.
____________________________________________

(Exact name of Company as specified in its charter)


DELAWARE		36-3154608

(State or other Jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification No.)

275 BROADHOLLOW ROAD, MELVILLE, NEW YORK		11747

(Address of principal executive offices)		(Zip Code)

(631) 844-1004
(Company’s telephone number, including area code)

Indicate by check mark whether the Company (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 Company was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days: (X) Yes ( ) No

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

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


CLASS OF COMMON STOCK		NUMBER OF SHARES OUTSTANDING — 08/08/03

$.01 Par Value		152,172,971

TABLE OF CONTENTS


	Item 1. Financial Statements
		Consolidated Balance Sheets (unaudited)
		Consolidated Statements of Income (unaudited)
		Consolidated Statements of Cash Flows (unaudited)
		Consolidated Statements of Changes in Stockholders’ Equity
		Consolidated Statements of Comprehensive Income
		CONDENSED 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 1. Legal Proceedings
	Item 4. Submission of Matters to a Vote of Security Holders
	Item 6. Exhibits and Reports on Form 8-K
SIGNATURES
STATEMENT RE: COMPUTATION OF NET INCOME
302 CERTIFICATION: CEO
302 CERTIFICATION: CFO
906 CERTIFICATION: CEO
906 CERTIFICATION: CEO

North Fork Bancorporation, Inc.

Form 10-Q

INDEX


			Page
PART 1. FINANCIAL INFORMATION (unaudited)
	Item 1. Financial Statements
		Consolidated Balance Sheets		3
		Consolidated Statements of Income		4
		Consolidated Statements of Cash Flows		5
		Consolidated Statements of Changes in Stockholders’ Equity		6
		Consolidated Statements of Comprehensive Income		7
		Condensed Notes to Consolidated Financial Statements		8
	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations			10
	Item 3. Quantitative and Qualitative Disclosures About Market Risk			27
	Item 4. Controls and Procedures			27
PART 2. OTHER INFORMATION
	Item 1. Legal Proceedings			27
	Item 4. Submission of Matters to a Vote of Security Holders			27
	Item 6. Exhibits and Reports of Form 8-K			28

Item 1. Financial Statements

Consolidated Balance Sheets (unaudited)


					June 30,			December 31,			June 30,
(in thousands, except per share amounts)					2003			2002			2002

Assets:
Cash & Due from Banks					$	406,694		$	396,725		$	377,870
Money Market Investments						63,799			27,613			19,990
Due from Brokers						464,351			—			—
Securities Held-for-Sale						613,628			—			—
Securities:
	Available-for-Sale ($2,882,841 , $3,639,853 and $2,783,564 pledged at June 30, 2003, December 31, 2002 and June 30, 2002, respectively)					8,100,465			8,555,892			6,562,072
	Held-to-Maturity ($82,445, $167,829 and $344,094 pledged at June 30, 2003, December 31, 2002 and June 30, 2002, respectively)					221,378			307,878			522,296

			Total Securities			8,321,843			8,863,770			7,084,368

Loans, Net of Unearned Income						11,897,433			11,369,139			11,041,392
				Less: Allowance for Loan Losses		117,753			114,995			109,998

				Net Loans		11,779,680			11,254,144			10,931,394

Goodwill						410,495			407,132			406,762
Identifiable Intangibles						14,548			16,332			18,236
Premises & Equipment						143,374			132,529			118,205
Accrued Income Receivable						101,972			104,719			100,710
Other Assets						211,017			210,137			154,009

		Total Assets			$	22,531,401		$	21,413,101		$	19,211,544

Liabilities and Stockholders’ Equity:
Demand Deposits					$	3,746,741		$	3,417,534		$	3,026,061
Savings Deposits						3,665,580			3,440,573			3,316,204
NOW & Money Market Deposits						3,960,731			3,347,385			2,817,384
Time Deposits						1,922,407			1,949,559			2,094,068
Certificates of Deposit, $100,000 & Over						1,176,835			1,037,479			978,497

		Total Deposits				14,472,294			13,192,530			12,232,214

Federal Funds Purchased & Securities Sold Under Agreements to Repurchase						3,291,500			3,851,000			3,025,200
Federal Home Loan Bank Advances						1,850,000			1,550,000			1,550,000
Subordinated Debt						493,790			499,140			—
Capital Securities						273,288			268,926			252,374

	Total Borrowings					5,908,578			6,169,066			4,827,574

Due To Brokers						188,063			105,227			140,791
Accrued Expenses & Other Liabilities						390,365			432,225			404,106

			Total Liabilities		$	20,959,300		$	19,899,048		$	17,604,685

Stockholders’ Equity:
Preferred Stock, par value $1.00; authorized 10,000,000 shares, Unissued					$	—		$	—		$	—
Common Stock, par value $.01; authorized 500,000,000 shares; issued 174,580,778 shares at June 30, 2003						1,746			1,746			1,746
Additional Paid in Capital						373,851			377,311			371,342
Retained Earnings						1,705,789			1,590,594			1,459,840
Accumulated Other Comprehensive Income						42,019			17,991			43,204
Deferred Compensation						(65,795	)		(70,562	)		(55,961	)
Treasury Stock at Cost; 18,245,332 shares at June 30, 2003						(485,509	)		(403,027	)		(213,312	)

			Total Stockholders’ Equity		$	1,572,101		$	1,514,053		$	1,606,859

			Total Liabilities and Stockholders’ Equity		$	22,531,401		$	21,413,101		$	19,211,544

See accompanying notes to consolidated financial statements

Consolidated Statements of Income (unaudited)


				Three Months				Six Months
				Ended June 30,				Ended June 30,

(in thousands, except per share amounts)				2003		2002		2003		2002

Interest Income:
Loans				$	195,826	$	199,918	$	392,747	$	394,589
Mortgage-Backed Securities					70,355		81,456		152,583		160,619
Other Securities					11,386		8,499		24,395		17,105
State & Municipal Obligations					3,990		2,789		7,779		5,450
U.S. Treasury & Government Agency Securities					685		324		1,120		794
Money Market Investments					95		173		269		401

	Total Interest Income				282,337		293,159		578,893		578,958

Interest Expense:
Savings, NOW & Money Market Deposits					14,476		16,068		29,236		30,684
Time Deposits					9,419		14,726		19,472		34,121
Certificates of Deposit, $100,000 & Over					4,801		6,334		9,904		14,222
Federal Funds Purchased & Securities Sold Under Agreements to Repurchase					27,640		21,433		56,299		41,688
Federal Home Loan Bank Advances					16,719		19,488		35,675		39,136
Subordinated Debt					7,120		—		14,345		—
Capital Securities					2,290		4,689		4,640		9,829

	Total Interest Expense				82,465		82,738		169,571		169,680

	Net Interest Income				199,872		210,421		409,322		409,278
Provision for Loan Losses					6,500		6,250		12,750		12,500

	Net Interest Income after Provision for Loan Losses				193,372		204,171		396,572		396,778

Non-Interest Income:
Customer Related Fees & Service Charges					20,460		18,918		40,626		37,304
Investment Management, Commissions & Trust Fees					3,892		4,844		7,016		9,594
Mortgage Banking Fees					3,199		1,361		6,017		2,629
Check Cashing Fees					1,265		713		2,261		1,476
Other Operating Income					3,964		3,519		8,510		6,025
Gain on Sale of Facilities					10,980		—		10,980		—
Securities Gains					3,699		353		6,296		1,381

			Total Non-Interest Income		47,459		29,708		81,706		58,409

Non-Interest Expense:
Employee Compensation & Benefits					49,075		43,148		96,415		83,813
Occupancy & Equipment, net					16,389		13,968		31,910		26,880
Other Operating Expenses					16,894		16,343		33,711		33,046
Amortization of Identifiable Intangibles					892		952		1,784		1,904
Debt Restructuring Costs					11,955		—		11,955		—

		Total Non-Interest Expense			95,205		74,411		175,775		145,643

Income Before Income Taxes					145,626		159,468		302,503		309,544
Provision for Income Taxes					49,513		55,017		102,851		106,793

			Net Income	$	96,113	$	104,451	$	199,652	$	202,751

Earnings Per Share — Basic				$	.63	$	.65	$	1.30	$	1.26
Earnings Per Share — Diluted					.62		.64		1.29		1.25

See accompanying notes to consolidated financial statements

Consolidated Statements of Cash Flows (unaudited)


(in thousands)
For the Six Months Ended June 30,		2003			2002

Cash Flows from Operating Activities:
Net Income		$	199,652		$	202,751
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:
Provision for Loan Losses			12,750			12,500
Depreciation			7,350			6,551
Amortization of Deferred Compensation			4,966			4,296
Amortization of Identifiable Intangibles			1,784			1,904
Amortization of Premiums			52,544			9,945
Accretion of Discounts and Net Deferred Loan Fees			(15,640	)		(25,708	)
Securities Gains, Net			(6,296	)		(1,381	)
Gain on Sale of Facilities			(10,980	)		—
Debt Restructuring Costs			11,955			—
Purchases of Trading Assets			(24,895	)		(16,685	)
Sales of Trading Assets			25,362			18,091
Other, Net			51,248			65,986

	Net Cash Provided by Operating Activities		309,800			278,250

Cash Flows from Investing Activities:
Purchases of Securities Held-to-Maturity			(29,348	)		(51	)
Maturities, Redemptions, Calls and Principal Repayments on Securities Held-to-Maturity			115,035			187,201
Purchases of Securities Available-for-Sale			(4,415,437	)		(2,849,113	)
Proceeds from Sales of Securities Available-for-Sale (1)			1,231,757			85,862
Maturities, Redemptions, Calls and Principal Repayments on Securities Available-for-Sale			3,624,486			1,257,648
Loans Originated, Net of Principal Repayments and Charge-offs			(729,870	)		(765,410	)
Proceeds from the Sale of Loans			200,721			124,802
Transfers to Other Real Estate, Net of Sales			—			(77	)
Purchases of Premises and Equipment, Net			(20,042	)		(13,977	)

	Net Cash Used in Investing Activities

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