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8-K - UNIONBANCAL CORPORATION 8-K - MUFG Americas Holdings Corpa6377693.htm

Exhibit 99.1

UnionBanCal Corporation Reports Second Quarter Net Income of $154 Million

Second Quarter Highlights:

  • Net income was $154 million, compared with net loss of $80 million a year earlier, and net income of $77 million in first quarter 2010.
  • Total provision for credit losses was $45 million, down from $375 million prior year, and $165 million prior quarter.
  • Capital strength improved in the quarter:
    • Tangible common equity ratio was 8.83 percent at June 30, 2010, versus 8.47 percent at March 31, 2010.
    • Tier 1 common capital ratio was 11.93 percent at June 30, 2010, versus 11.96 percent at March 31, 2010.
    • Tier 1 risk-based capital ratio was 11.95 percent at June 30, 2010, versus 11.98 percent at March 31, 2010.
  • Two FDIC-assisted acquisitions were completed:
    • Acquired 50 branches in Washington and Oregon, deposits with a fair value of $2.5 billion, and assets with a fair value of $2.9 billion, from Everett, Washington-based Frontier Bank.
    • Acquired 7 branches in California, deposits with a fair value of $422 million, and assets with a fair value of $571 million, from San Rafael, California-based Tamalpais Bank.

SAN FRANCISCO--(BUSINESS WIRE)--July 29, 2010--UnionBanCal Corporation (the Company or UB) today reported second quarter 2010 net income of $154 million, compared with net loss of $80 million a year earlier, and net income of $77 million in first quarter 2010. Total provision for credit losses was $45 million in second quarter 2010, compared with $375 million a year earlier, and $165 million in first quarter 2010. Net income (loss) included after-tax net expenses due to the privatization transaction of $8 million in second quarter 2010, $13 million in second quarter 2009, and $12 million in first quarter 2010. Mitsubishi UFJ Financial Group, Inc. (MUFG), through its wholly-owned subsidiary, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU), completed its acquisition of all of the outstanding shares of the Company’s common stock (the “privatization transaction”), on November 4, 2008.

In a purchase and assumption agreement with the Federal Deposit Insurance Corporation (FDIC), on April 30, 2010, Union Bank, N.A. (the Bank), the Company’s primary subsidiary, acquired certain assets of Frontier Bank with a fair value of $2.93 billion, including $1.72 billion of loans and other real estate owned (OREO), $860 million related to the FDIC’s indemnification of the Company against certain future losses, and $345 million of other assets. Liabilities with a fair value of $2.93 billion were assumed, including $2.5 billion of deposits and $439 million of borrowings and other liabilities. All acquired loans and OREO are covered by loss share agreements between the FDIC and the Bank. Frontier Bank had 50 full service branches, all of which reopened on May 3, 2010, as Union Bank branches.

In a purchase and assumption agreement with the FDIC, on April 16, 2010, Union Bank acquired certain assets of Tamalpais Bank with a fair value of $571 million, including $381 million of loans and OREO, $41 million related to the FDIC’s indemnification of the Company against certain future losses, and $149 million of other assets. Liabilities with a fair value of $571 million were assumed, including $422 million of deposits and $149 million of borrowings and other liabilities. All acquired loans and OREO are covered by loss share agreements between the FDIC and the Bank. Tamalpais Bank had seven full-service branches, all of which reopened on April 19, 2010, as Union Bank branches.


Summary of Second Quarter Results

Second Quarter Total Revenue and Net Interest Income

For second quarter 2010, total revenue (taxable-equivalent net interest income plus noninterest income) was $847 million, up $111 million, or 15 percent, compared with second quarter 2009. Net interest income increased 9 percent, and noninterest income increased 33 percent.

Net interest income for second quarter 2010 was $603 million, up $50 million, or 9 percent, compared with second quarter 2009, primarily reflecting the impact of a $14 billion increase in average securities and lower rates paid on interest bearing deposits. These increases were partially offset by the impact of lower loan balances as loan demand remained soft in a weak economic environment, and lower yields on the securities portfolio.

Average total loans decreased $1.7 billion, or 3 percent, compared with second quarter 2009, reflecting a decrease in commercial, financial and industrial loans, partially offset by the acquisition of the Frontier Bank and Tamalpais Bank loan portfolios. Average interest bearing deposits increased $13 billion, or 32 percent; and average noninterest bearing deposits increased $906 million, or 7 percent. The strong growth in average total deposits reflects successful deposit-gathering initiatives in both the retail and commercial lines of business and the assumption of deposits from Frontier Bank and Tamalpais Bank. The liquidity that resulted from the combination of robust deposit growth and declining loan balances was invested primarily in lower yielding assets, particularly available for sale securities, due to soft demand in targeted lending markets. This contributed to a decrease in the net interest margin, from 3.41 percent for second quarter 2009, to 3.09 percent for second quarter 2010.

The annualized average all-in cost of funds was 0.58 percent in second quarter 2010, compared with 0.88 percent in second quarter 2009. The Company’s average core deposit-to-loan ratio was 114 percent in second quarter 2010, compared with 95 percent in second quarter 2009.

Compared with first quarter 2010, total revenue increased 8 percent, with net interest income up 5 percent and noninterest income up 16 percent. Average total loans increased $1 billion, or 2 percent, primarily due to the acquisition of the Frontier Bank and Tamalpais Bank loan portfolios during second quarter 2010. Average interest bearing deposits were flat, and average noninterest bearing deposits increased $427 million, or 3 percent. The net interest margin increased 14 basis points, from 2.95 percent in first quarter 2010, to 3.09 percent in second quarter 2010, primarily due to higher yields on total loans and lower rates paid on total interest bearing deposits.

Second Quarter Noninterest Income and Noninterest Expense

For second quarter 2010, noninterest income was $244 million, up $61 million, or 33 percent, from the same quarter a year ago. The increase was primarily due to a $29 million gain on the sale of securities in second quarter 2010, a $9 million increase in fees from trading account activities, a $7 million increase in gains on private capital investments, and $8 million of accretion income from indemnification assets associated with second quarter acquisitions.

Noninterest income increased $34 million, or 16 percent, compared with first quarter 2010, primarily due to a $9 million increase in merchant banking fees due to a higher volume of merchant banking transactions completed in second quarter, a $6 million increase in gains on private capital investments in second quarter, and $8 million of accretion income from indemnification assets.


Noninterest expense for second quarter 2010 was $584 million, up $52 million, or 10 percent, compared with second quarter 2009, with $26 million of the increase attributable to the Frontier Bank and Tamalpais Bank acquisitions. Salaries and employee benefits expense increased $87 million, primarily due to higher accruals for performance-related incentive expense and to an increase in employee count due to the acquisitions. Regulatory agencies expense decreased $22 million due to a one-time FDIC assessment recorded in second quarter 2009, expenses related to the privatization transaction (classified in privatization-related expense and intangible asset amortization expense) decreased $17 million, and the provision for losses on off-balance sheet commitments declined $14 million.

Noninterest expense for second quarter increased $60 million, or 11 percent, compared with first quarter 2010, with $26 million of the increase attributable to the Frontier Bank and Tamalpais Bank acquisitions.

Year-to-Date Results

For first half 2010, net income was $231 million, compared with net loss of $90 million for first half 2009. For first half 2010, income before income tax expense was $306 million, compared with loss before income tax benefit of $194 million for first half 2009. The improvement in net income was primarily due to a $440 million decrease in total provision for credit losses and a $63 million gain on the sale of securities recorded in first half 2010.

Total revenue for first half 2010 was $1.6 billion, an increase of $160 million, or 11 percent, over first half 2009. Net interest income increased $64 million, or 6 percent, and noninterest income increased $96 million, or 27 percent. Noninterest expense increased $55 million, or 5 percent, primarily due to an increase of $123 million in salaries and employee benefits expense, partially offset by a $47 million decrease in expenses related to the privatization transaction (classified in privatization-related expense and intangible asset amortization expense), and a $45 million decrease in provision for off-balance sheet commitments.

Balance Sheet

At June 30, 2010, the Company had total assets of $84 billion, up $10 billion, or 14 percent, compared with June 30, 2009. Total loans were $48 billion, down $0.5 billion, or 1 percent, compared with June 30, 2009. Total securities were $23 billion, up $14 billion, as deposit growth significantly outpaced loan growth.

At June 30, 2010, total deposits were $66 billion, up $8 billion, or 14 percent, compared with June 30, 2009. Core deposits at period-end were $53 billion, up $2 billion, or 5 percent, compared with June 30, 2009. At June 30, 2010, the Company’s core deposit-to-loan ratio was 109 percent, up from 103 percent at June 30, 2009.

Credit Quality

On April 30, 2010, in a purchase and assumption agreement with the FDIC, as receiver of Frontier Bank, Union Bank acquired loans with a fair value of $1.56 billion and OREO with a fair value of $155 million. All acquired loans and OREO are covered by loss share agreements, with various terms, between the FDIC and the Bank.

The Bank entered into two loss share agreements with the FDIC related to the Frontier Bank acquisition — one for single-family residential mortgage loans and one for commercial loans and other covered assets. Pursuant to the terms of these loss share agreements, the FDIC’s obligation to reimburse the Bank for losses with respect to loans and OREO (collectively referred to as covered assets) begins with the first dollar of loss incurred. Pursuant to the terms of the loss share agreements, the FDIC is obligated to reimburse the Bank for 80 percent of losses with respect to the covered assets. The Bank will reimburse the FDIC for 80 percent of recoveries with respect to losses for which the FDIC paid the Bank under the loss share agreements.


The loss share agreement applicable to single-family residential mortgage loans provides for FDIC loss sharing and Bank reimbursement to the FDIC for recoveries for ten years from the acquisition date. The loss share agreement applicable to commercial loans and other covered assets provides for FDIC loss sharing for five years and Bank reimbursement of recoveries to the FDIC for a total of eight years.

On April 16, 2010, in a purchase and assumption agreement with the FDIC, as receiver of Tamalpais Bank, Union Bank acquired loans with a fair value of $373 million and OREO with a fair value of $7 million. All acquired loans and OREO are covered by loss share agreements, with various terms, between the FDIC and the Bank.

Nonperforming assets at June 30, 2010, were $1.56 billion, or 1.85 percent of total assets. Excluding FDIC covered assets, nonperforming assets were 1.68 percent of total assets at June 30, 2010. This compares with $1.47 billion, or 1.72 percent of total assets, at March 31, 2010, and $1.14 billion, or 1.55 percent of total assets, at June 30, 2009. The increase in nonperforming assets compared with June 30, 2009, resulted from weak economic conditions, which drove higher levels of nonaccrual loans in most segments of the loan portfolio.

For second quarter 2010, the total provision for credit losses was $45 million, down from $165 million for first quarter 2010. Net charge-offs were $94 million, or 0.78 percent annualized of average total loans, down from $119 million, or 1.03 percent annualized of average total loans, for first quarter 2010. Excluding FDIC covered assets, net charge-offs for second quarter 2010 were 0.81 percent annualized of average total loans. For second quarter 2009, the total provision for credit losses was $375 million and net charge-offs were $152 million, or 1.23 percent annualized of average total loans.

The total provision for credit losses is comprised of the provision for loan losses and the provision for losses on off-balance sheet commitments, which is classified in noninterest expense. In second quarter 2010, the provision for loan losses was $44 million and the provision for losses on off-balance sheet commitments was $1 million, which resulted in a total provision for credit losses of $45 million.

At June 30, 2010, the allowance for credit losses as a percent of total loans and as a percent of nonaccrual loans was 3.16 percent (3.29 percent excluding FDIC covered loans) and 113 percent, respectively. This compares with 3.38 percent and 111 percent, respectively, at March 31, 2010, and 2.55 percent and 113 percent, respectively, at June 30, 2009.

Capital

Total stockholder’s equity was $9.9 billion and tangible common equity was $7.2 billion at June 30, 2010. The Company’s tangible common equity ratio was 8.83 percent at June 30, 2010, compared with 8.47 percent at March 31, 2010. The Tier 1 common capital ratio at June 30, 2010, was 11.93 percent, compared with 11.96 percent at March 31, 2010. The Company’s Tier 1 and total risk-based capital ratios at June 30, 2010, were 11.95 percent and 14.64 percent, respectively.


Non-GAAP Financial Measures

This press release contains certain references to financial measures identified as excluding privatization transaction expenses, which are adjustments from comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (GAAP). These financial measures, as used herein, differ from financial measures reported under GAAP in that they exclude unusual or non-recurring charges, losses, credits or gains. This press release identifies the specific items excluded from the comparable GAAP financial measure in the calculation of each non-GAAP financial measure. Because these items are unusual and substantial costs, management believes that financial presentations excluding the impact of these items provide useful supplemental information which is important to a proper understanding of the Company’s core business results. These presentations should not be viewed as a substitute for results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP financial measures presented by other companies.

Headquartered in San Francisco, UnionBanCal Corporation is a financial holding company with assets of $84 billion at June 30, 2010. Its primary subsidiary, Union Bank, N.A., is a full-service commercial bank providing an array of financial services to individuals, small businesses, middle-market companies, and major corporations. The bank operated 396 banking offices in California, Washington, Oregon and Texas, as well as two international offices, on June 30, 2010. UnionBanCal Corporation is a wholly-owned subsidiary of The Bank of Tokyo-Mitsubishi UFJ, Ltd., which is a subsidiary of Mitsubishi UFJ Financial Group, Inc. Union Bank is a proud member of the Mitsubishi UFJ Financial Group (MUFG, NYSE:MTU), one of the world’s largest financial organizations. Visit www.unionbank.com for more information.


UnionBanCal Corporation and Subsidiaries
Financial Highlights (Unaudited)
Exhibit 1

  As of and for the Three Months Ended   Percent Change to
June 30, 2010 from
(Dollars in thousands) June 30,
2009
  September 30,
2009
  December 31,
2009
  March 31,
2010
  June 30,
2010
June 30,
2009
  March 31,
2010
Results of operations:  
Net interest income (1) $ 553,094 $ 564,296 $ 580,412 $ 576,794 $ 602,775 9.0 % 4.5 %
Noninterest income   183,213     183,929     185,286     209,905     244,294   33.3 % 16.4 %
Total revenue 736,307 748,225 765,698 786,699 847,069 15.0 % 7.7 %
Noninterest expense   532,058     505,815     529,245     524,572     584,200   9.8 % 11.4 %
Pre-tax, pre-provision income 204,249 242,410 236,453 262,127 262,869 28.7 % 0.3 %
Provision for loan losses   360,000     314,000     191,000     170,000     44,000   (87.8 %) (74.1 %)

Income (loss) before income taxes and including noncontrolling interests (1)

(155,751 ) (71,590 ) 45,453 92,127 218,869 nm nm
Taxable-equivalent adjustment 2,748 3,260 2,685 2,441 2,382 (13.3 %) (2.4 %)
Income tax expense (benefit)   (78,492 )   (57,821 )   885     15,401     66,264   nm nm
Net income (loss) including noncontrolling interests (80,007 ) (17,029 ) 41,883 74,285 150,223 nm nm
Deduct: Net loss from noncontrolling interests   -     -     -     3,059     3,536   nm 15.6 %

Net income (loss) attributable to UnionBanCal Corporation (UNBC)

$ (80,007 ) $ (17,029 ) $ 41,883   $ 77,344   $ 153,759   nm 98.8 %
 
Balance sheet (end of period):
Total assets $ 73,984,788 $ 78,153,207 $ 85,598,128 $ 85,471,296 $ 84,309,990 14.0 % (1.4 %)
Total securities (3) 8,574,553 19,403,911 23,786,547 23,412,283 23,054,467 nm (1.5 %)
Total loans 48,896,520 48,169,508 47,228,508 46,721,210 48,362,889 (1.1 %) 3.5 %
Core deposits (4) 50,538,879 50,109,655 55,687,108 53,073,409 52,934,521 4.7 % (0.3 %)
Total deposits 58,338,959 60,691,368 68,517,653 66,581,593 66,270,584 13.6 % (0.5 %)
Medium- and long-term debt 5,131,068 5,121,553 4,212,184 4,710,979 4,702,403 (8.4 %) (0.2 %)
UNBC stockholder's equity 7,429,500 9,475,004 9,580,333 9,706,081 9,941,892 33.8 % 2.4 %
 
Balance sheet (period average):
Total assets $ 71,495,226 $ 74,352,649 $ 81,964,956 $ 84,810,109 $ 85,510,707 19.6 % 0.8 %
Total securities (3) 8,612,531 10,774,972 20,230,854 23,546,665 23,088,490 nm (1.9 %)
Total loans 49,556,222 48,764,826 47,871,715 46,847,523 47,827,078 (3.5 %) 2.1 %
Earning assets 65,008,223 68,235,083 75,800,728 78,311,856 78,135,432 20.2 % (0.2 %)
Core deposits (4) 47,250,740 50,246,297 53,995,708 54,588,331 54,380,813 15.1 % (0.4 %)
Total deposits 54,352,412 59,453,936 65,697,920 67,838,145 68,104,408 25.3 % 0.4 %
UNBC stockholder's equity 7,303,050 7,358,773 9,405,635 9,532,428 9,630,657 31.9 % 1.0 %
 
Performance ratios:
Return on average assets (2) (0.45 %) (0.09 %) 0.20 % 0.37 % 0.72 %
Return on average UNBC stockholder's equity (2) (4.39 %) (0.92 %) 1.77 % 3.29 % 6.40 %
Efficiency ratio (5) 68.28 % 65.07 % 66.36 % 64.98 % 64.86 %
Net interest margin (1) (2) 3.41 % 3.31 % 3.06 % 2.95 % 3.09 %
 
Capital ratios:
Tangible common equity ratio (6) 6.56 % 8.94 % 8.29 % 8.47 % 8.83 %
Tier 1 common capital ratio (7)(8) 8.66 % 11.58 % 11.80 % 11.96 % 11.93 %
Tier 1 risk-based capital ratio (8) 8.68 % 11.60 % 11.82 % 11.98 % 11.95 %
Total risk-based capital ratio (8) 11.54 % 14.42 % 14.54 % 14.70 % 14.64 %
Leverage ratio (8) 7.89 % 10.39 % 9.45 % 9.22 % 9.23 %
 

Selected financial ratios excluding impact of privatization transaction (12):

From net income (loss) attributable to UNBC:
Return on average assets (2) (0.39 %) (0.03 %) 0.28 % 0.44 % 0.78 %
Return on average stockholder's equity (2) (5.48 %) (0.45 %) 3.15 % 5.10 % 9.01 %
Efficiency ratio (5) 63.97 % 60.36 % 62.29 % 61.51 % 62.39 %
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Financial Highlights (Unaudited)

Exhibit 2

  As of and for the Six Months Ended   Percent Change to
June 30, 2010 from
(Dollars in thousands) June 30,
2009 (1)
  June 30,
2010 (1)
June 30,
2009
Results of operations:
Net interest income (1) $ 1,115,714 $ 1,179,569 5.7%
Noninterest income   357,929     454,199   26.9%
Total revenue 1,473,643 1,633,768 10.9%
Noninterest expense   1,053,441     1,108,772   5.3%
Pre-tax, pre-provision income 420,202 524,996 24.9%
Provision for loan losses   609,000     214,000   (64.9%)

Income (loss) before income taxes and including noncontrolling interests (1)

(188,798 ) 310,996 nm
Taxable-equivalent adjustment 5,365 4,823 (10.1%)
Income tax expense (benefit)   (104,348 )   81,665   nm
Net income (loss) including noncontrolling interests (89,815 ) 224,508 nm
Deduct: Net loss from noncontrolling interests   -     6,595   nm
Net income (loss) attributable to UNBC $ (89,815 ) $ 231,103   nm
 
Balance sheet (end of period):
Total assets $ 73,984,788 $ 84,309,990 14.0%
Total securities (3) 8,574,553 23,054,467 nm
Total loans 48,896,520 48,362,889 (1.1%)
Core deposits (4) 50,538,879 52,934,521 4.7%
Total deposits 58,338,959 66,270,584 13.6%
Medium- and long-term debt 5,131,068 4,702,403 (8.4%)
UNBC stockholder's equity 7,429,500 9,941,892 33.8%
 
Balance sheet (period average):
Total assets $ 69,296,183 $ 85,162,313 22.9%
Total securities (3) 8,491,983 23,316,311 nm
Total loans 49,671,989 47,340,005 (4.7%)
Earning assets 62,743,021 78,223,154 24.7%
Core deposits (4) 43,318,458 54,483,999 25.8%
Total deposits 50,514,116 67,972,012 34.6%
UNBC stockholder's equity 7,319,518 9,581,811 30.9%
 
Performance ratios:
Return on average assets (2) (0.26 %) 0.55 %
Return on average UNBC stockholder's equity (2) (2.47 %) 4.86 %
Efficiency ratio (5) 66.98 % 64.92 %
Net interest margin (1) (2) 3.56 % 3.02 %
 
Capital ratios:
Tangible common equity ratio (6) 6.56 % 8.83 %
Tier 1 common capital ratio (7)(8) 8.66 % 11.93 %
Tier 1 risk-based capital ratio (8) 8.68 % 11.95 %
Total risk-based capital ratio (8) 11.54 % 14.64 %
Leverage ratio (8) 7.89 % 9.23 %
 

Selected financial ratios excluding impact of privatization transaction (12):

From net income (loss) attributable to UNBC:
Return on average assets (2) (0.17 %) 0.61 %
Return on average stockholder's equity (2) (2.28 %) 7.08 %
Efficiency ratio (5) 61.54 % 61.97 %
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Credit Quality (Unaudited)
Exhibit 3

  As of and for the Three Months Ended   Percent Change to
June 30, 2010 from
(Dollars in thousands) June 30,
2009
  September 30,
2009
  December 31,
2009
  March 31,
2010
  June 30,
2010
June 30,
2009
  March 31,
2010
 
Credit Data:
Provision for loan losses $ 360,000 $ 314,000 $ 191,000 $ 170,000 $ 44,000 (87.8 %) (74.1 %)
Provision (reversal) for off-balance sheet commitments   15,000     6,000     4,000     (5,000 )   1,000   (93.3 %) nm
Total provision for credit losses $ 375,000   $ 320,000   $ 195,000   $ 165,000   $ 45,000   (88.0 %) (72.7 %)
Net charge-offs $ 151,579 $ 136,673 $ 94,780 $ 119,411 $ 93,531 (38.3 %) (21.7 %)
Nonperforming assets 1,144,602 1,367,691 1,349,793 1,466,937 1,562,804 36.5 % 6.5 %
 
Credit Ratios:
Allowance for loan losses to:
Total loans 2.21 % 2.62 % 2.87 % 3.01 % 2.81 %
Nonaccrual loans 98.14 % 95.15 % 103.03 % 99.06 % 100.38 %
Allowances for credit losses to (9) :
Total loans 2.55 % 2.97 % 3.25 % 3.38 % 3.16 %
Nonaccrual loans 113.24 % 108.16 % 116.42 % 111.11 % 113.13 %
Net charge-offs to average total loans (2) 1.23 % 1.11 % 0.79 % 1.03 % 0.78 %

Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale

2.34 % 2.84 % 2.86 % 3.14 % 3.22 %
Nonaccrual loans to total loans 2.25 % 2.75 % 2.79 % 3.04 % 2.80 %
Nonperforming assets to total assets 1.55 % 1.75 % 1.58 % 1.72 % 1.85 %
 
Excluding FDIC covered assets (13):
Allowance for loan losses to:
Total loans N/A N/A N/A N/A 2.92 %
Nonaccrual loans N/A N/A N/A N/A 102.17 %
Allowances for credit losses to (9) :
Total loans N/A N/A N/A N/A 3.29 %
Nonaccrual loans N/A N/A N/A N/A 115.14 %
Net charge-offs to average total loans (2) N/A N/A N/A N/A 0.81 %

Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale

N/A N/A N/A N/A 2.97 %
Nonaccrual loans to total loans N/A N/A N/A N/A 2.86 %
Nonperforming assets to total assets N/A N/A N/A N/A 1.68 %
 
 
As of and for the Six Months Ended Percent Change to
June 30, 2010 from
(Dollars in thousands) June 30,
2009
June 30,
2010
June 30,
2009
 
Credit Data:
Provision for loan losses $ 609,000 $ 214,000 (64.9 %)
Provision for off-balance sheet commitments   41,000     (4,000 ) nm
Total provision for credit losses $ 650,000   $ 210,000   (67.7 %)
Net charge-offs $ 267,957 $ 212,942 (20.5 %)
Nonperforming assets 1,144,602 1,562,804 36.5 %
 
Credit Ratios:
Net charge-offs to average total loans (2) 1.09 % 0.91 %
Nonperforming assets to total assets 1.55 % 1.85 %
 
Excluding FDIC covered assets (13):
Net charge-offs to average total loans (2) N/A 0.92 %
Nonperforming assets to total assets N/A 1.68 %
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Exhibit 4

         
For the Three Months Ended
(Amounts in thousands) June 30,
2009
September 30,
2009
December 31,
2009
March 31,
2010
June 30,
2010
Interest Income
Loans $ 584,532 $ 576,166 $ 557,103 $ 539,574 $ 568,852
Securities 98,385 109,279 144,623 143,336 134,591
Interest bearing deposits in banks 3,550 4,956 4,043 4,055 3,696

Federal funds sold and securities purchased under resale agreements

97 110 23 119 150
Trading account assets   210     250     355   819     585
Total interest income   686,774     690,761     706,147   687,903     707,874
 
Interest Expense
Deposits 100,186 101,374 101,703 85,562 78,477

Federal funds purchased and securities sold under repurchase agreements

19 41 24 37 41
Commercial paper 954 355 194 240 289
Other borrowed funds 5,616 604 613 1,202 1,172
Medium- and long-term debt 29,415 27,112 25,648 26,241 27,175
Trust notes   238     239     238   268     327
Total interest expense   136,428     129,725     128,420   113,550     107,481
 
Net Interest Income 550,346 561,036 577,727 574,353 600,393
Provision for loan losses   360,000     314,000     191,000   170,000     44,000
Net interest income after provision for loan losses   190,346     247,036     386,727   404,353     556,393
 
Noninterest Income
Service charges on deposit accounts 71,843 74,888 72,711 66,140 63,843
Trust and investment management fees 34,130 34,506 32,454 31,420 34,244
Securities gains (losses), net (172 ) 12,694 11,759 33,893 27,244
Trading account activities 16,251 10,513 24,134 21,093 25,379
Merchant banking fees 19,924 14,601 16,295 13,676 22,223
Card processing fees, net 8,124 8,559 8,293 8,620 12,856
Brokerage commissions and fees 8,506 8,611 8,160 8,528 10,906
Other   24,607     19,557     11,480   26,535     47,599
Total noninterest income   183,213     183,929     185,286   209,905     244,294
 
Noninterest Expense
Salaries and other compensation 191,104 198,768 220,789 224,400 269,749
Employee benefits   41,953     35,213     40,266   55,186     49,942
Salaries and employee benefits 233,057 233,981 261,055 279,586 319,691
Net occupancy 43,222 43,146 38,793 43,380 46,441
Intangible asset amortization 40,281 40,641 40,101 31,793 30,613
Regulatory agencies 52,836 30,739 32,103 29,848 30,526
Outside services 22,948 22,219 25,288 22,785 24,269
Professional services 19,489 17,647 16,981 16,361 26,103
Equipment 16,602 17,838 16,383 15,811 16,929
Software 14,205 16,502 17,205 14,728 15,831
Foreclosed asset expense (income) 3,282 (144 ) 2,315 (198 ) 871

Provision for (reversal of) losses on off-balance sheet commitments

15,000 6,000 4,000 (5,000 ) 1,000
Privatization-related expense 7,433 6,649 4,981 5,153 426
Other   63,703     70,597     70,040   70,325     71,500
Total noninterest expense   532,058     505,815     529,245   524,572     584,200
Income (loss) before income taxes and including
noncontrolling interests (158,499 ) (74,850 ) 42,768 89,686 216,487
Income tax expense (benefit)   (78,492 )   (57,821 )   885   15,401     66,264
Net Income (Loss) including Noncontrolling Interests (80,007 ) (17,029 ) 41,883 74,285 150,223
Deduct: Net loss from noncontrolling interests   -     -     -   3,059     3,536
Net Income (Loss) attributable to UNBC $ (80,007 ) $ (17,029 ) $ 41,883 $ 77,344   $ 153,759
 

UnionBanCal Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
Exhibit 5

   
For the Six Months Ended
June 30,
(Amounts in thousands) 2009 2010
Interest Income
Loans $ 1,186,374 $ 1,108,426
Securities 201,282 277,927
Interest bearing deposits in banks 4,450 7,751

Federal funds sold and securities purchased under resale agreements

238 269
Trading account assets   360     1,404  
Total interest income   1,392,704     1,395,777  
 
Interest Expense
Deposits 205,224 164,039

Federal funds purchased and securities sold under repurchase agreements

72 78
Commercial paper 2,546 529
Other borrowed funds 17,093 2,374
Medium- and long-term debt 56,944 53,416
Trust notes   476     595  
Total interest expense   282,355     221,031  
 
Net Interest Income 1,110,349 1,174,746
Provision for loan losses   609,000     214,000  
Net interest income after provision for loan losses   501,349     960,746  
 
Noninterest Income
Service charges on deposit accounts 143,165 129,983
Trust and investment management fees 68,037 65,664
Securities gains (losses), net (172 ) 61,137
Trading account activities 38,943 46,472
Merchant banking fees 33,756 35,899
Card processing fees, net 15,660 21,476
Brokerage commissions and fees 16,813 19,434
Other   41,727     74,134  
Total noninterest income   357,929     454,199  
 
Noninterest Expense
Salaries and other compensation 379,327 494,149
Employee benefits   97,293     105,128  
Salaries and employee benefits 476,620 599,277
Net occupancy 85,143 89,821
Intangible asset amortization 81,168 62,406
Regulatory agencies 70,774 60,374
Outside services 41,782 47,054
Professional services 35,427 42,464
Equipment 32,015 32,740
Software 29,243 30,559
Foreclosed asset expense 4,168 673

(Reversal of) provision for losses on off-balance sheet commitments

41,000 (4,000 )
Privatization-related expense 34,252 5,579
Other   121,849     141,825  
Total noninterest expense   1,053,441     1,108,772  
 

Income (loss) before income taxes and including noncontrolling interests

(194,163 ) 306,173
Income tax expense (benefit)   (104,348 )   81,665  
Net Income (Loss) including Noncontrolling Interests (89,815 ) 224,508
 
Deduct: Net loss from noncontrolling interests   -     6,595  
Net Income (Loss) attributable to UNBC $ (89,815 ) $ 231,103  
 

UnionBanCal Corporation and Subsidiaries

Consolidated Balance Sheets

Exhibit 6

         
(Dollars in thousands) (Unaudited)
June 30,
2009
(Unaudited)
September 30,
2009
December 31,
2009
(Unaudited)
March 31,
2010
(Unaudited)
June 30,
2010
Assets
Cash and due from banks $ 1,285,780 $ 1,155,497 $ 1,198,258 $ 1,110,333 $ 1,221,462

Interest bearing deposits in banks (includes $9,991 at March 31, 2010 and $13,176 at June 30, 2010 related to consolidated variable interest entities (VIEs))

8,556,837 2,659,460 6,585,029 6,874,338 2,873,014

Federal funds sold and securities purchased under resale agreements

198,955 437,328 442,552 488,520 287,698
Total cash and cash equivalents 10,041,572 4,252,285 8,225,839 8,473,191 4,382,174
Trading account assets:
Pledged as collateral 51,714 60,816 15,168 54,380 64,106
Held in portfolio 853,922 879,734 710,480 775,915 1,054,994
Securities available for sale:
Pledged as collateral - - 2,500 - -
Held in portfolio 7,403,173 18,210,574 22,556,329 22,164,722 21,788,581

Securities held to maturity (Fair value: June 30, 2009, $1,112,813; September 30, 2009 $1,269,934; December 31, 2009, $1,457,654; March 31, 2010, $1,500,746; June 30, 2010, $1,433,596)

1,171,380 1,193,337 1,227,718 1,247,561 1,265,886
Loans:
Loans, excluding FDIC covered loans 48,896,520 48,169,508 47,228,508 46,721,210 46,498,887
FDIC covered loans - - - - 1,864,002
Total loans 48,896,520 48,169,508 47,228,508 46,721,210 48,362,889
Allowance for loan losses (1,081,633) (1,260,307) (1,357,000) (1,408,013) (1,357,869)
Loans, net 47,814,887 46,909,201 45,871,508 45,313,197 47,005,020
Due from customers on acceptances 19,944 12,842 8,514 7,788 11,446
Premises and equipment, net 664,673 667,005 674,298 671,230 669,302
Intangible assets, net 641,406 601,140 561,040 529,247 517,311
Goodwill 2,369,326 2,369,326 2,369,326 2,369,326 2,416,979
FDIC indemnification asset - - - - 908,771

Other assets (includes $297,736 at March 31, 2010 and $293,881 at June 30, 2010 related to consolidated VIEs)

2,952,791 2,996,947 3,375,408 3,864,739 4,225,420
Total assets $ 73,984,788 $ 78,153,207 $ 85,598,128 $ 85,471,296 $ 84,309,990
 
Liabilities
Noninterest bearing $ 14,926,564 $ 14,472,375 $ 14,558,989 $ 14,389,261 $ 15,319,290
Interest bearing 43,412,395 46,218,993 53,958,664 52,192,332 50,951,294
Total deposits 58,338,959 60,691,368 68,517,653 66,581,593 66,270,584

Federal funds purchased and securities sold under repurchase agreements

203,205 229,268 150,453 575,668 101,516
Commercial paper 492,127 423,499 888,541 799,106 610,580
Other borrowed funds 606,019 164,861 591,934 833,617 286,275
Trading account liabilities 690,704 715,075 538,894 736,813 815,282
Acceptances outstanding 19,944 12,842 8,514 7,788 11,446

Other liabilities (includes $1,675 at March 31, 2010 and $1,841 at June 30, 2010 related to consolidated VIEs)

1,059,508 1,306,097 1,096,095 1,224,440 1,278,223

Medium- and long-term debt (includes $7,853 at both March 31, 2010 and June 30, 2010 related to consolidated VIEs)

5,131,068 5,121,553 4,212,184 4,710,979 4,702,403
Junior subordinated debt payable to subsidiary grantor trust 13,754 13,640 13,527 13,444 13,419
Total liabilities 66,555,288 68,678,203 76,017,795 75,483,448 74,089,728
 
 
Equity
UNBC Stockholder's Equity:
Common stock, par value $1 per share:
Authorized 300,000,000 shares; 136,330,829 shares issued 136,331 136,331 136,331 136,331 136,331
Additional paid-in capital 3,195,023 5,195,023 5,195,023 5,195,023 5,195,023
Retained earnings 4,874,987 4,857,958 4,899,841 4,977,185 5,130,944
Accumulated other comprehensive loss (776,841) (714,308) (650,862) (602,458) (520,406)
Total UNBC stockholder's equity 7,429,500 9,475,004 9,580,333 9,706,081 9,941,892
Noncontrolling interests - - - 281,767 278,370
Total equity 7,429,500 9,475,004 9,580,333 9,987,848 10,220,262
Total liabilities and equity $ 73,984,788 $ 78,153,207 $ 85,598,128 $ 85,471,296 $ 84,309,990
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Loans and Nonperforming Assets (Unaudited)
Exhibit 7

         
(Dollars in millions) June 30,
2009
September 30,
2009
December 31,
2009
March 31,
2010
June 30,
2010
 
Loans (period end)
Loans held for investment, excluding FDIC covered loans:
Commercial, financial and industrial $ 17,064 $ 15,995 $ 15,258 $ 14,870 $ 14,675
Construction 2,792 2,692 2,429 2,151 2,114
Mortgage - Commercial 8,256 8,320 8,246 8,249 8,062
Mortgage - Residential 16,216 16,576 16,716 16,893 17,089
Consumer 3,861 3,903 3,917 3,914 3,914
Lease financing   657   659   654   641   642
 
Total loans held for investment, excluding FDIC loans 48,846 48,145 47,220 46,718 46,496
Total loans held for sale   51   25   9   3   3
 
Total loans, excluding FDIC covered loans 48,897 48,170 47,229 46,721 46,499
FDIC covered loans:
Commercial, financial and industrial - - - - 547
Construction - - - - 358
Mortgage - Commercial - - - - 785
Mortgage - Residential - - - - 115
Consumer   -   -   -   -   59
Total FDIC covered loans   -   -   -   -   1,864
 
Total loans $ 48,897 $ 48,170 $ 47,229 $ 46,721 $ 48,363
 
Nonperforming Assets (period end)
Nonaccrual loans:
Commercial, financial and industrial $ 361 $ 380 $ 336 $ 251 $ 157
Construction 314 388 335 412 373
Mortgage - Commercial 265 355 414 501 458
Mortgage - Residential 142 165 194 217 227
Consumer 20 21 21 24 25
Restructured - nonaccrual - 16 17 16 89
         
Total nonaccrual loans, excluding FDIC covered loans 1,102 1,325 1,317 1,421 1,329
FDIC covered nonaccrual loans   -   -   -   -   24
Total nonaccrual loans 1,102 1,325 1,317 1,421 1,353
 
Restructured loans - nonperforming 10 - - - -
Distressed loans held for sale - 9 - - -
Foreclosed assets 33 34 33 45 52
FDIC covered foreclosed assets   -   -   -   -   158
 
Total nonperforming assets $ 1,145 $ 1,368 $ 1,350 $ 1,466 $ 1,563

Total nonperforming assets, excluding FDIC covered nonaccrual loans and foreclosed assets

$ 1,145 $ 1,368 $ 1,350 $ 1,466 $ 1,381
 

Loans 90 days or more past due and still accruing (14)

$ 4 $ 5 $ 5 $ 15 $ 6
Restructured loans that are still accruing $ 1 $ 2 $ 4 $ 7 $ 9
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Allowance for Credit Losses (Unaudited)
Exhibit 8

         
As of and for the Three Months Ended
(Dollars in thousands) June 30,
2009
September 30,
2009
December 31,
2009
March 31,
2010
June 30,
2010
 
Analysis of Allowances for Credit Losses
Beginning balance $ 870,185 $ 1,081,633 $ 1,260,307 $ 1,357,000 $ 1,408,013
 
Provision for loan losses 360,000 314,000 191,000 170,000 44,000
 
Charge-offs:
Commercial, financial and industrial (85,870 ) (77,996 ) (45,994 ) (67,160 ) (29,770 )
Construction (23,153 ) (13,892 ) (31,472 ) (16,552 ) (9,359 )
Mortgage - Commercial (23,533 ) (26,298 ) (18,701 ) (31,869 ) (50,657 )
Mortgage - Residential (8,880 ) (13,960 ) (11,073 ) (10,276 ) (11,407 )
Consumer   (11,731 )   (11,134 )   (10,454 )   (9,763 )   (10,301 )
Total charge-offs   (153,167 )   (143,280 )   (117,694 )   (135,620 )   (111,494 )
 
Recoveries:
Commercial, financial and industrial 1,125 6,129 21,215 13,119 8,306
Construction 150 - 1,233 2,391 7,236
Mortgage - Commercial 18 30 20 236 1,699
Mortgage - Residential 5 2 3 28 257
Consumer   290     446     443     435     465  
Total recoveries   1,588     6,607     22,914     16,209     17,963  
Net recoveries (charge-offs)   (151,579 )   (136,673 )   (94,780 )   (119,411 )   (93,531 )
 
Other   3,027     1,347     473     424     (613 )
Ending balance of allowance for loan losses 1,081,633 1,260,307 1,357,000 1,408,013 1,357,869
Allowance for off-balance sheet commitment losses   166,374     172,374     176,374     171,374     172,374  
$ - $ 176 $ -
Allowances for credit losses $ 1,248,007   $ 1,432,681   $ 1,533,374   $ 1,579,387   $ 1,530,243  
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 9

           
For the Three Months Ended
June 30, 2009 June 30, 2010
(Dollars in thousands) Average
Balance
Interest
Income/
Expense (1)
Average
Yield/
Rate (1)(2)
Average
Balance
Interest
Income/
Expense (1)
Average
Yield/
Rate (1)(2)
Assets
Loans: (10)
Commercial, financial and industrial $ 17,920,408 $ 194,560 4.35 % $ 14,586,256 $ 167,566 4.61 %
Construction 2,788,671 20,658 2.97 2,145,010 15,570 2.91
Residential mortgage 16,089,739 230,269 5.72 16,984,464 226,871 5.34
Commercial mortgage 8,254,595 91,689 4.44 8,179,760 85,809 4.20
Consumer 3,841,202 44,116 4.61 3,919,221 43,049 4.41
Lease financing   661,607     5,598 3.38   640,843     6,214 3.88
Total loans, excluding FDIC covered loans 49,556,222 586,890 4.74 46,455,554 545,079 4.70
FDIC covered loans   -     - -   1,371,524     25,796 7.54
Total loans 49,556,222 586,890 4.74 47,827,078 570,875 4.78
Securities - taxable 8,564,355 97,738 4.56 23,043,696 134,000 2.33
Securities - tax-exempt 48,176 1,016 8.44 44,794 924 8.25
Interest bearing deposits in banks 5,594,318 3,550 0.25 5,920,479 3,696 0.25

Federal funds sold and securities purchased under resale agreements

203,529 97 0.19 391,521 150 0.15
Trading account assets   1,041,623     231 0.09   907,864     611 0.27
Total earning assets 65,008,223   689,522 4.25 78,135,432   710,256 3.64
Allowance for loan losses (839,115 ) (1,459,394 )
Cash and due from banks 1,285,449 1,202,081
Premises and equipment, net 669,993 672,285
Other assets   5,370,676     6,960,303  
Total assets $ 71,495,226   $ 85,510,707  
Liabilities
Deposits:
Transaction accounts $ 29,514,913 66,549 0.90 $ 37,607,938 48,001 0.51
Savings and consumer time 4,328,326 13,546 1.26 7,420,779 15,358 0.83
Large time   6,604,845     20,091 1.22   8,265,102     15,118 0.73
Total interest bearing deposits   40,448,084     100,186 0.99   53,293,819     78,477 0.59

Federal funds purchased and securities sold under repurchase agreements

163,381 19 0.05 138,242 41 0.12
Commercial paper 569,337 954 0.67 573,178 289 0.20
Other borrowed funds (11) 2,124,419 5,616 1.06 683,388 1,172 0.69
Medium- and long-term debt 5,137,901 29,415 2.30 4,718,371 27,175 2.31
Trust notes   13,809     238 6.90   13,431     327 9.74
Total borrowed funds   8,008,847     36,242 1.82   6,126,610     29,004 1.90
Total interest bearing liabilities 48,456,931   136,428 1.13 59,420,429   107,481 0.73
Noninterest bearing deposits 13,904,328 14,810,589
Other liabilities   1,830,917     1,367,302  
Total liabilities 64,192,176 75,598,320
Equity
UNBC Stockholder's equity 7,303,050 9,630,657
Noncontrolling interests   -     281,730  
Total equity   7,303,050     9,912,387  
Total liabilities and equity $ 71,495,226   $ 85,510,707  
 

Net interest income/spread (taxable-equivalent basis)

553,094 3.12 % 602,775 2.91 %
Impact of noninterest bearing sources 0.29 0.18
Net interest margin 3.41 3.09
Less: taxable-equivalent adjustment   2,748   2,382
Net interest income $ 550,346 $ 600,393
   
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)
Exhibit 10

           
For the Three Months Ended
March 31, 2010 June 30, 2010
(Dollars in thousands) Average
Balance
Interest
Income/
Expense (1)
Average
Yield/
Rate (1)(2)
Average
Balance
Interest
Income/
Expense (1)
Average
Yield/
Rate (1)(2)
Assets
Loans: (10)
Commercial, financial and industrial $ 14,954,956 $ 161,889 4.39 % $ 14,586,256 $ 167,566 4.61 %
Construction 2,308,856 16,890 2.97 2,145,010 15,570 2.91
Residential mortgage 16,784,420 227,489 5.42 16,984,464 226,871 5.34
Commercial mortgage 8,234,255 86,393 4.20 8,179,760 85,809 4.20
Consumer 3,915,724 42,809 4.43 3,919,221 43,049 4.41
Lease financing   649,312     6,181 3.81   640,843     6,214 3.88
Total loans, excluding FDIC covered loans 46,847,523 541,651 4.65 46,455,554 545,079 4.70
FDIC covered loans   -     - -   1,371,524     25,796 7.54
Total loans 46,847,523 541,651 4.65 47,827,078 570,875 4.78
Securities - taxable 23,504,338 142,774 2.43 23,043,696 134,000 2.33
Securities - tax-exempt 42,327 885 8.37 44,794 924 8.25
Interest bearing deposits in banks 6,596,843 4,055 0.25 5,920,479 3,696 0.25

Federal funds sold and securities purchased under resale agreements

461,098 119 0.10 391,521 150 0.15
Trading account assets   859,727     860 0.41   907,864     611 0.27
Total earning assets 78,311,856   690,344 3.54 78,135,432   710,256 3.64
Allowance for loan losses (1,407,252 ) (1,459,394 )
Cash and due from banks 1,205,261 1,202,081
Premises and equipment, net 673,907 672,285
Other assets   6,026,337     6,960,303  
Total assets $ 84,810,109   $ 85,510,707  
Liabilities
Deposits:
Transaction accounts $ 39,861,094 63,079 0.64 $ 37,607,938 48,001 0.51
Savings and consumer time 5,971,776 11,945 0.81 7,420,779 15,358 0.83
Large time   7,621,415     10,538 0.56   8,265,102     15,118 0.73
Total interest bearing deposits   53,454,285     85,562 0.65   53,293,819     78,477 0.59

Federal funds purchased and securities sold under repurchase agreements

205,765 37 0.07 138,242 41 0.12
Commercial paper 576,429 240 0.17 573,178 289 0.20
Other borrowed funds (11) 713,687 1,202 0.68 683,388 1,172 0.69
Medium- and long-term debt 4,560,180 26,241 2.33 4,718,371 27,175 2.31
Trust notes   13,475     268 7.95   13,431     327 9.74
Total borrowed funds   6,069,536     27,988 1.87   6,126,610     29,004 1.90
Total interest bearing liabilities 59,523,821   113,550 0.77 59,420,429   107,481 0.73
Noninterest bearing deposits 14,383,860 14,810,589
Other liabilities   1,276,119     1,367,302  
Total liabilities 75,183,800 75,598,320
Equity
UNBC Stockholder's equity 9,532,428 9,630,657
Noncontrolling interests   93,881     281,730  
Total equity   9,626,309     9,912,387  
Total liabilities and equity $ 84,810,109   $ 85,510,707  
 

Net interest income/spread (taxable-equivalent basis)

576,794 2.77 % 602,775 2.91 %
Impact of noninterest bearing sources 0.18 0.18
Net interest margin 2.95 3.09
Less: taxable-equivalent adjustment   2,441   2,382
Net interest income $ 574,353 $ 600,393
   
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)
Exhibit 11

           
For the Six Months Ended
June 30, 2009 (1) June 30, 2010 (1)
(Dollars in thousands) Average
Balance
Interest
Income/
Expense (2)
Average
Yield/
Rate (2)
Average
Balance
Interest
Income/
Expense (2)
Average
Yield/
Rate (2)
Assets
Loans: (10)
Commercial, financial and industrial $ 18,210,574 $ 388,347 4.30 % $ 14,769,587 $ 329,455 4.50 %
Construction 2,761,302 39,919 2.92 2,226,480 32,460 2.94
Residential mortgage 16,006,925 464,707 5.81 16,884,994 454,360 5.38
Commercial mortgage 8,253,963 194,078 4.70 8,206,857 172,202 4.20
Consumer 3,782,055 90,655 4.83 3,917,482 85,858 4.42
Lease financing   657,170     13,251 4.03   645,054     12,395 3.84
Total loans, excluding FDIC covered loans 49,671,989 1,190,957 4.81 46,650,454 1,086,730 4.67
FDIC covered loans   -     - -   689,551     25,796 7.52
Total loans 49,671,989 1,190,957 4.81 47,340,005 1,112,526 4.72
Securities - taxable 8,442,693 199,994 4.74 23,272,744 276,774 2.38
Securities - tax-exempt 49,290 2,041 8.28 43,567 1,809 8.30
Interest bearing deposits in banks 3,225,689 4,450 0.28 6,256,793 7,751 0.25

Federal funds sold and securities purchased under resale agreements

200,067 238 0.24 426,117 269 0.13
Trading account assets   1,153,293     389 0.07   883,928     1,471 0.34
Total earning assets 62,743,021   1,398,069 4.47 78,223,154   1,400,600 3.59
Allowance for loan losses (774,142 ) (1,433,495 )
Cash and due from banks 1,300,479 1,203,662
Premises and equipment, net 671,995 673,092
Other assets   5,354,830     6,495,900  
Total assets $ 69,296,183   $ 85,162,313  
Liabilities
Deposits:
Transaction accounts $ 26,025,374 127,646 0.99 $ 38,728,292 111,080 0.58
Savings and consumer time 4,348,026 29,485 1.37 6,700,280 27,303 0.82
Large time   6,917,071     48,093 1.40   7,945,037     25,656 0.65
Total interest bearing deposits   37,290,471     205,224 1.11   53,373,609     164,039 0.62

Federal funds purchased and securities sold under repurchase agreements

207,419 72 0.07 171,817 78 0.09
Commercial paper 644,956 2,546 0.80 574,794 529 0.19
Other borrowed funds (11) 3,595,580 17,093 0.96 698,454 2,374 0.69
Medium- and long-term debt 4,941,716 56,944 2.32 4,639,712 53,416 2.32
Trust notes   13,865     476 6.87   13,453     595 8.84
Total borrowed funds   9,403,536     77,131 1.65   6,098,230     56,992 1.88
Total interest bearing liabilities 46,694,007   282,355 1.22 59,471,839   221,031 0.75
Noninterest bearing deposits 13,223,645 14,598,403
Other liabilities   2,059,013     1,321,936  
Total liabilities 61,976,665 75,392,178
Equity
UNBC Stockholder's equity 7,319,518 9,581,811
Noncontrolling interests   -     188,324  
Total equity   7,319,518     9,770,135  
Total liabilities and equity $ 69,296,183   $ 85,162,313  
 

Net interest income/spread (taxable-equivalent basis)

1,115,714 3.25 % 1,179,569 2.84 %
Impact of noninterest bearing sources 0.31 0.18
Net interest margin 3.56 3.02
Less: taxable-equivalent adjustment   5,365   4,823
Net interest income $ 1,110,349 $ 1,174,746
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Reconciliation of Non-GAAP Measures (Unaudited)
Exhibit 12

             
The following table presents a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and specific non-GAAP measures as used to compute selected non-GAAP financial ratios.
 
For the Three Months Ended For the Six Months Ended
(Dollars in thousands) June 30, 2009 September 30, 2009 December 31, 2009 March 31, 2010 June 30, 2010 June 30, 2009 June 30, 2010
 
Net income (loss) attributable to UNBC $ (80,007 ) $ (17,029 ) $ 41,883 $ 77,344 $ 153,759 $ (89,815 ) $ 231,103
Privatization-related expense, net of tax 4,514 (460 ) 2,993 3,128 259 20,874 3,387

Net accretion and amortization related to privatization-related fair value adjustments, net of tax

  8,765     11,832     10,556     9,016     8,170     13,283     17,186  

Net income (loss) attributable to UNBC, excluding impact of privatization transaction

$ (66,728 ) $ (5,657 ) $ 55,432   $ 89,488   $ 162,188   $ (55,658 ) $ 251,676  
 
Average total assets $ 71,495,226 $ 74,352,649 $ 81,964,956 $ 84,810,109 $ 85,510,707 $ 69,296,183 $ 85,162,313
Net adjustments related to privatization transaction   2,610,303     2,590,543     2,569,276     2,547,358     2,528,555     2,615,721     2,537,905  
Average total assets, excluding impact of privatization transaction $ 68,884,923   $ 71,762,106   $ 79,395,680   $ 82,262,751   $ 82,982,152   $ 66,680,462   $ 82,624,408  
 
Return on average assets (2) (0.45 %) (0.09 %) 0.20 % 0.37 % 0.72 % (0.26 %) 0.55 %
Effect of privatization transaction   0.06 %   0.06 %   0.08 %   0.07 %   0.06 %   0.09 %   0.06 %

Return on average assets, excluding impact of privatization transaction

  (0.39 %)   (0.03 %)   0.28 %   0.44 %   0.78 %   (0.17 %)   0.61 %
 
Average UNBC stockholder's equity (2) $ 7,303,050 $ 7,358,773 $ 9,405,635 $ 9,532,428 $ 9,630,657 $ 7,319,518 $ 9,581,811
Net adjustments related to privatization transaction   2,423,392     2,418,824     2,416,677     2,412,648     2,408,987     2,405,947     2,410,807  

Average UNBC stockholder's equity, excluding impact of privatization transaction

$ 4,879,658   $ 4,939,949   $ 6,988,958   $ 7,119,780   $ 7,221,670   $ 4,913,571   $ 7,171,004  
 
Return on average UNBC stockholder's equity (4.39 %) (0.92 %) 1.77 % 3.29 % 6.40 % (2.47 %) 4.86 %
Effect of privatization transaction   (1.09 %)   0.47 %   1.38 %   1.81 %   2.61 %   0.19 %   2.22 %

Return on average UNBC stockholder's equity, excluding impact of privatization transaction

  (5.48 %)   (0.45 %)   3.15 %   5.10 %   9.01 %   (2.28 %)   7.08 %
 
Noninterest expense $ 532,058 $ 505,815 $ 529,245 $ 524,572 $ 584,200 $ 1,053,441 $ 1,108,772
Privatization-related expense 7,433 6,649 4,981 5,153 426 34,252 5,579
Amortization related to privatization-related fair value adjustments   41,894     42,548     39,743     33,740     32,303     84,436     66,043  
Noninterest expense, excluding impact of privatization transaction $ 482,731   $ 456,618   $ 484,521   $ 485,679   $ 551,471   $ 934,753   $ 1,037,150  
 
Total revenue $ 736,307 $ 748,225 $ 765,698 $ 786,699 $ 847,069 $ 1,473,643 $ 1,633,768
Accretion related to privatization-related fair value adjustments   27,455     23,060     21,799     18,889     18,845     62,432     37,734  
Total revenue, excluding impact of privatization transaction $ 708,852   $ 725,165   $ 743,899   $ 767,810   $ 828,224   $ 1,411,211   $ 1,596,034  
 
Noninterest expense $ 532,058 $ 505,815 $ 529,245 $ 524,572 $ 584,200 $ 1,053,441 $ 1,108,772
Less: Foreclosed asset expense (income) 3,282 (144 ) 2,315 (198 ) 871 4,168 673
Less: Provision for (reversal of) losses on off-balance sheeet commitments 15,000 6,000 4,000 (5,000 ) 1,000 41,000 (4,000 )
Less: Low income housing credit (LIHC) investment amortization expense 11,026 13,064 14,825 13,526 14,247 21,192 27,774
Less: Expenses of the consolidated VIEs - - - 5,039 5,825 - 10,864
Less: One-time costs related to acquisitions   -     -     -     -     12,819     -     12,819  
Net noninterest expense before privatization adjustments $ 502,750   $ 486,895   $ 508,105   $ 511,205   $ 549,438   $ 987,081   $ 1,060,642  
Total revenue $ 736,307 $ 748,225 $ 765,698 $ 786,699 $ 847,069 $ 1,473,643 $ 1,633,768
Efficiency ratio (5) 68.28 % 65.07 % 66.36 % 64.98 % 64.86 % 66.98 % 64.92 %
Effect of privatization transaction   (4.31 %)   (4.71 %)   (4.07 %)   (3.47 %)   (2.47 %)   (5.44 %)   (2.95 %)
Efficiency ratio, excluding impact of privatization transaction   63.97 %   60.36 %   62.29 %   61.51 %   62.39 %   61.54 %   61.97 %
 
Refer to Exhibit 13 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries

Footnotes
Exhibit 13

 
 
(1) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2) Annualized.
(3) Total securities consist of securities available for sale and securities held to maturity.
(4) Core deposits consist of total deposits, excluding brokered deposits and time deposits of $100,000 and over.
(5)

The efficiency ratio is net noninterest expense before privatization adjustments (noninterest expense excluding foreclosed asset expense (income), the provision for (reversal of) losses on off-balance sheet commitments, low income housing credit (LIHC) investment amortization expense, expenses of the consolidated VIEs and one-time costs related to the acquisitions of certain assets and liabilities of Frontier Bank and Tamalpais Bank) as a percentage of total revenue (net interest income (taxable-equivalent basis) and noninterest income.) Please refer to Exhibit 12 for a reconciliation of noninterest expense used in the calculation of the efficiency ratio.

(6)

The tangible common equity ratio, a non-GAAP financial measure, is calculated as tangible equity (UNBC stockholder's equity less goodwill and intangible assets, net of related deferred taxes) divided by tangible assets (total assets less goodwill and intangible assets net of related deferred taxes). The methodology of determining tangible common equity may differ among companies. The tangible common equity ratio has been included to facilitate the understanding of the Company's capital structure and for use in assessing and comparing the quality and composition of UnionBanCal's capital structure to other financial institutions.

(7)

The Tier 1 common capital ratio is the ratio of Tier 1 capital, less qualifying trust preferred securities, to risk weighted assets. The Tier 1 common capital ratio, a non-GAAP financial measure, has been included to facilitate the understanding of the Company's capital structure and for use in assessing and comparing the quality and composition of UnionBanCal's capital structure to other financial institutions.

(8) Estimated as of June 30, 2010.
(9) The allowance for credit losses ratios include the allowances for loan losses and losses on off-balance sheet commitments.
(10)

Average balances on loans outstanding include all nonperforming loans and loans held for sale. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.

(11) Includes interest bearing trading liabilities.
(12) These ratios exclude the impact of the privatization transaction. Please refer to Exhibit 12 for a reconciliation between certain GAAP amounts and these non-GAAP measures.
(13)

These ratios exclude the impact of the acquired loans and foreclosed assets, which are covered under loss share agreements between Union Bank, N.A. and the Federal Deposit Insurance Corporation. Such agreements are related to the April 2010 acquisitions of certain assets and assumption of certain liabilities of Frontier Bank and Tamalpais Bank.

(14)

Excludes loans totaling $300 million that are 90 days or more past due and still accruing at June 30, 2010, which consisted of FDIC covered loans accounted in accordance with the accounting standards for acquired impaired loans.

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CONTACT:
UnionBanCal Corporation
Thomas Taggart, 415-765-2249 (Public Relations)
Michelle Crandall, 415-765-2780 (Investor Relations)