-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EjqtJSDM4J86OIjkW5mU5bGQLT+HofE3DaxcIc7dryhQiCuvEkGmbb1XQN4jTvF/ AQOwQQOejzr/8+a3A3P0vw== 0001157523-09-005007.txt : 20090722 0001157523-09-005007.hdr.sgml : 20090722 20090722131837 ACCESSION NUMBER: 0001157523-09-005007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090722 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20090722 DATE AS OF CHANGE: 20090722 FILER: COMPANY DATA: COMPANY CONFORMED NAME: UNIONBANCAL CORP CENTRAL INDEX KEY: 0001011659 STANDARD INDUSTRIAL CLASSIFICATION: NATIONAL COMMERCIAL BANKS [6021] IRS NUMBER: 941234979 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-15081 FILM NUMBER: 09956709 BUSINESS ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 BUSINESS PHONE: 4157652969 MAIL ADDRESS: STREET 1: 400 CALIFORNIA STREET CITY: SAN FRANCISCO STATE: CA ZIP: 94104-1476 8-K 1 a6012034.htm UNIONBANCAL CORPORATION 8-K



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


FORM 8-K


CURRENT REPORT

Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934


Date of Report: July 22, 2009


UnionBanCal Corporation
(Exact name of registrant as specified in its charter)

Delaware

001-15081

94-1234979

(State of Incorporation)

(Commission File Number)

(IRS Employer Identification No.)



400 California Street
San Francisco, CA  94104-1302
Tel. (415) 765-2969


Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))





Item 2.02  Results of Operations and Financial Condition.

On July 22, 2009, the Company issued a press release concerning earnings for the second quarter of 2009, a copy of which is furnished herewith as Exhibit 99.1.

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits:

Exhibit No. Description
99.1 Press release dated July 22, 2009.


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 hereunto duly authorized.


Dated:

July 22, 2009

 
 

UNIONBANCAL CORPORATION

 

 

 

 

By:

 

/s/ David I. Matson

 

David I. Matson

Vice Chairman and Chief Financial Officer

(Duly Authorized Officer)


EXHIBIT INDEX


Exhibit No. Description
99.1 Press release dated July 22, 2009.

EX-99.1 2 a6012034ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

UnionBanCal Corporation Announces Second Quarter Results

SAN FRANCISCO--(BUSINESS WIRE)--July 22, 2009--UnionBanCal Corporation:

Highlights:

  • Second quarter loss from continuing operations was $80 million. Second quarter results included after-tax net expenses of $13 million related to the November 2008 privatization of UnionBanCal Corporation and a one-time FDIC assessment of $21 million (after-tax).
  • Second quarter revenue was up 3 percent year-over-year and flat compared with first quarter 2009
  • Second quarter net interest income was up 8 percent year-over-year and down 2 percent compared with first quarter 2009
  • Second quarter average total loans increased 9 percent year-over-year and decreased 0.5 percent versus first quarter 2009
  • Second quarter average core deposits were up 48 percent year-over-year and 21 percent versus first quarter 2009
  • Second quarter net interest margin was 3.41 percent, down 33 basis points year-over-year and down 38 basis points versus first quarter 2009
  • Second quarter annualized average all-in cost of funds was 0.88 percent
  • Second quarter asset quality metrics:
    • Total provision for credit losses was $375 million, while net loans charged-off were $151 million, or 1.23 percent annualized of average total loans
    • Nonperforming assets were $1.1 billion, or 1.55 percent of total assets, at quarter-end
    • Allowance for credit losses to nonaccrual loans was 113 percent at quarter-end
  • Tangible common equity ratio was 6.56 percent at June 30, 2009

UnionBanCal Corporation (the Company or UB) today reported a second quarter 2009 net loss of $80 million. Loss from continuing operations for second quarter 2009 was also $80 million, compared with income from continuing operations of $134 million a year earlier, and loss from continuing operations of $10 million in first quarter 2009. Second quarter 2009 loss from continuing operations included after-tax net expenses of $13 million due to the privatization transaction and a one-time FDIC assessment of $21 million (after-tax). First quarter 2009 loss from continuing operations included after-tax net expenses of $21 million due to the privatization transaction. 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.

For first half 2009, net loss from continuing operations was $90 million, compared with net income from continuing operations of $257 million for first half 2008. First half 2009 net loss from continuing operations included after-tax net expenses of $34 million due to the privatization transaction and a one-time FDIC assessment of $21 million (after-tax).

Summary of Second Quarter Results From Continuing Operations

Second Quarter Total Revenue

For second quarter 2009, total revenue (taxable-equivalent net interest income plus noninterest income) was $736 million, up 3 percent compared with second quarter 2008. Net interest income increased 8 percent and noninterest income decreased 8 percent. Second quarter 2009 net interest income included $27.5 million of accretion related to fair value adjustments due to the privatization transaction. Average total loans increased $4.1 billion, or 9 percent, average interest bearing deposits increased $10.1 billion, or 33 percent, and average noninterest bearing deposits increased $1.0 billion, or 8 percent. The strong growth in total deposits reflects successful deposit-gathering marketing initiatives in both the retail and commercial lines of business, as well as significant increases in money market account deposits from government agencies and institutional escrow clients. The net interest margin in second quarter 2009 was 3.41 percent, a decrease of 33 basis points compared with second quarter 2008, primarily due to lower yields on earning assets and higher volumes of interest-bearing deposits.

Average noninterest bearing deposits represented 25.6 percent of average total deposits in second quarter 2009. The annualized average all-in cost of funds was 0.88 percent, compared with 1.56 percent in second quarter 2008. The Company’s average core deposit-to-loan ratio was 96.4 percent in second quarter 2009.

Compared with first quarter 2009, total revenue was flat, with net interest income down 2 percent and noninterest income up 5 percent. Average total loans decreased $0.2 billion, or 0.5 percent, average interest bearing deposits increased $6.4 billion, or 19 percent, and average noninterest bearing deposits increased $1.4 billion, or 11 percent. The net interest margin decreased 38 basis points compared with first quarter 2009.

Second Quarter Noninterest Income and Noninterest Expense

For second quarter 2009, noninterest income was $183 million, down $16 million, or 8 percent, from the same quarter a year ago, primarily due to lower service charges on deposit accounts, lower trust and investment management fees and a $7.1 million pre-tax gain on the redemption of MasterCard Inc. common stock recorded in second quarter 2008. These decreases were partially offset by higher merchant banking fees. Noninterest income increased $8 million, or 5 percent, compared with first quarter 2009. The increase was primarily due to higher merchant banking fees.


Noninterest expense for second quarter 2009 was $532 million, an increase of $113 million, or 27 percent, compared with second quarter 2008. The increase was primarily due to expenses related to the privatization transaction of $49 million, primarily classified in privatization-related expense and intangible asset amortization expense; an increase in regulatory agencies expense of $48 million, primarily due to a one-time FDIC assessment of $34 million, recorded June 30, 2009, and an industry-wide increase in the FDIC assessment rate, effective January 1, 2009; and an increase in the provision for losses on off-balance sheet commitments of $15 million. Salaries and other compensation expense decreased $13 million compared with second quarter 2008, primarily due to lower accruals for performance-related incentive expense.

Noninterest expense for second quarter 2009 increased $11 million, or 2 percent, compared with first quarter 2009. Regulatory agencies expense increased $35 million, primarily due to a one-time FDIC assessment of $34 million, recorded June 30, 2009. Expenses associated with the privatization transaction, primarily classified in privatization-related expense and intangible asset amortization expense, decreased $20 million. Salaries and employee benefits expense decreased $11 million, or 4 percent, primarily due to annual seasonal factors that result in lower payroll taxes and 401(k) matching contributions. The provision for off-balance sheet losses decreased $11 million, compared with first quarter 2009.

Year-to-Date Results

For first half 2009, net loss was $90 million. Net loss from continuing operations was also $90 million, compared with net income from continuing operations of $257 million for first half 2008. The decline in income from continuing operations was primarily due to a $470 million increase in total provision for credit losses ($285 million after-tax), after-tax net expenses of $34 million related to the privatization transaction and a one-time FDIC assessment of $21 million (after-tax).

Total revenue for first half 2009 was $1.5 billion, an increase of $103 million, or 7.5 percent, over first half 2008. Net interest income increased $140 million, or 14 percent, and noninterest income decreased $37 million, or 9 percent. First half 2009 net interest income included $62.4 million of accretion related to fair value adjustments due to the privatization transaction. Noninterest expense increased $231 million, or 28.1 percent, primarily due to $119 million in expense related to the privatization transaction, classified in privatization-related expense and intangible asset amortization expense. In addition, regulatory agencies expense increased $63 million, primarily due to a one-time FDIC assessment of $34 million, recorded June 30, 2009, and an industry-wide increase in the FDIC assessment rate, effective January 1, 2009.

Balance Sheet

At June 30, 2009, the Company had total assets of $74 billion, up $13.4 billion, or 22 percent, compared with June 30, 2008. Total loans were $48.9 billion, up $2.9 billion, or 6 percent, compared with June 30, 2008. At June 30, 2009, the Company had goodwill and intangibles of $3.0 billion, up $2.7 billion compared with June 30, 2008, due to the privatization transaction, which closed during fourth quarter 2008.

At June 30, 2009, the Company had total liabilities of $66.6 billion, up $10.7 billion, or 19 percent, compared with June 30, 2008. Total deposits were $58.3 billion, up $15.7 billion, or 37 percent. Core deposits at period-end were $51.7 billion, resulting in a core deposit-to-loan ratio of 106 percent.


Credit Quality

Nonperforming assets at June 30, 2009, were $1.1 billion, or 1.55 percent of total assets. This compares with $835 million, or 1.21 percent of total assets, at March 31, 2009, and $225 million, or 0.37 percent of total assets, at June 30, 2008. The increase in nonperforming assets compared with second quarter 2008 was primarily due to higher levels of nonaccrual loans in all categories, reflecting weak economic conditions, and a previously-disclosed change in accounting policy for residential and home equity loans 90 days or more past due, which accounted for $159 million of the increase. The increase in nonperforming assets compared with March 31, 2009, was primarily due to higher levels of nonaccrual loans in the construction and commercial mortgage categories, reflecting weak income property market conditions.

For second quarter 2009, the total provision for credit losses was $375 million and net loans charged-off were $151 million, or 1.23 percent of average total loans annualized. For first quarter 2009, the total provision for credit losses was $275 million and net loans charged-off were $116 million, or 0.95 percent of average total loans annualized. For second quarter 2008, the total provision for credit losses was $100 million and net loans charged-off were $31 million, or 0.28 percent of average total loans annualized. For first half 2009, the total provision for credit losses was $650 million and net loans charged-off were $267 million, or 1.09 percent of average total loans annualized.

For first half 2009, net loans charged-off on the commercial, financial and industrial portfolio were $180 million; net loans charged-off on the construction portfolio were $24 million; net loans charged-off on the commercial mortgage portfolio were $27 million; and net loans charged-off on the consumer portfolio were $21 million. Net loans charged-off on the residential mortgage portfolio, which averaged $16 billion outstanding in first half 2009, were only $15 million.

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 2009, the provision for loan losses was $360 million, the provision for losses on off-balance sheet commitments was $15 million, and the total provision for credit losses was $375 million.

At June 30, 2009, the allowance for credit losses as a percent of total loans and as a percent of nonaccrual loans was 2.55 percent and 113 percent, respectively.

Capital and Liquidity

Total stockholder’s equity was $7.4 billion at June 30, 2009, up $2.7 billion compared with June 30, 2008, primarily due to a $2 billion increase in goodwill related to the privatization transaction, and a $1 billion capital contribution from BTMU in fourth quarter 2008. The Company’s tangible common equity ratio was 6.56 percent at June 30, 2009. The Company’s Tier I and total risk-based capital ratios at June 30, 2009, were 8.68 percent and 11.54 percent, respectively. The Tier 1 common ratio at June 30, 2009, was 8.66 percent.


The Company maintains diverse sources of wholesale funding capacity and a relatively stable core deposit base, which has resulted in healthy liquidity. Wholesale funding declined to $4.4 billion at June 30, 2009, compared to $12.6 billion at March 31, 2009, primarily due to a $9.4 billion increase in period-end deposits. The Company also maintains significant sources of contingent liquidity through the Federal Home Loan Bank and Federal Reserve Bank.

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 incurred in the first and second quarters of 2009, 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.

Forward-Looking Statements

The following appears in accordance with the Private Securities Litigation Reform Act. This press release includes forward-looking statements that involve risks and uncertainties.

Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words “believe,” ”continue,” “expect,” “target,” “anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” or words of similar meaning, or future or conditional verbs such as “will,” “would,” “should,” “could,” or “may.” They may also consist of annualized amounts based on historical interim period results. Forward-looking statements in this press release include those related to the Company’s intentions regarding and resources for funding.


There are numerous risks and uncertainties that could and will cause actual results to differ materially from those discussed in the Company’s forward-looking statements. Many of these factors are beyond the Company’s ability to control or predict and could have a material adverse effect on the Company’s financial condition, and results of operations or prospects. Such risks and uncertainties include, but are not limited to, further declines or disruptions in the financial markets which may adversely affect the Company or the Company’s borrowers or other customers; continued or worsening adverse economic conditions in the United States; continued or worsening adverse economic and fiscal conditions in California; increased energy costs; global political and general economic conditions related to the war on terrorism and other hostilities; fluctuations in interest rates; the ownership interest in UnionBanCal Corporation by BTMU, which is a wholly-owned subsidiary of MUFG; competition in the banking and financial services industries; deposit pricing pressures; the levels of commercial and residential real estate activity in our market; adverse effects of current and future banking laws, rules and regulations and their enforcement; effects of governmental fiscal or monetary policies; legal or regulatory proceedings or investigations; changes in accounting practices or requirements; and risks associated with various strategies the Company may pursue, including potential acquisitions, divestitures and restructurings. A complete description of the Company, including related risk factors, is discussed in the Company’s public filings with the Securities and Exchange Commission, which are available online at http://www.sec.gov. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

Headquartered in San Francisco, UnionBanCal Corporation is a financial holding company with assets of $74 billion at June 30, 2009. UnionBanCal Corporation is the 16th largest commercial bank holding company in the U.S. based on assets at March 31, 2009. 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. Union Bank is California’s fifth largest bank by deposits at March 31, 2009. The bank has 335 banking offices in California, Oregon, and Washington and two international offices. 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. (NYSE: MTU). Visit www.unionbank.com for more information.


UnionBanCal Corporation and Subsidiaries
Financial Highlights (Unaudited)

Exhibit 1

 
        Percent Change to
As of and for the Three Months Ended June 30, 2009 from
June 30, March 31, June 30, June 30,   March 31,
(Dollars in thousands)   2008  

2009(1)

 

2009(1)

2008   2009
Results of operations:

Net interest income (2)

$ 512,887 $ 562,620 $ 553,094 7.84% (1.69%)
Noninterest income   199,626   174,716   183,213 (8.22%) 4.86%
Total revenue 712,513 737,336 736,307 3.34% (0.14%)
Noninterest expense 419,312 521,383 532,058 26.89% 2.05%
Provision for loan losses   95,000   249,000   360,000 nm 44.58%

Income (loss) from continuing operations before income taxes (2)

198,201 (33,047) (155,751) nm nm
Taxable-equivalent adjustment 2,329 2,617 2,748 17.99% 5.01%
Income tax expense (benefit)   61,574   (25,856)   (78,492) nm nm
Income (loss) from continuing operations 134,298 (9,808) (80,007) nm nm
Income from discontinued operations   7,047   -   - (100.00%) -
Net income (loss) $ 141,345 $ (9,808) $ (80,007) nm nm
 
 
Balance sheet (end of period):
Total assets (3) $ 60,593,921 $ 68,725,270 $ 73,984,788 22.10% 7.65%
Total loans 46,041,358 49,441,063 48,896,520 6.20% (1.10%)
Nonperforming assets 224,944 834,738 1,144,602 nm 37.12%
Total deposits 42,604,419 48,878,733 58,282,770 36.80% 19.24%
Medium- and long-term debt 2,809,329 5,140,931 5,131,068 82.64% (0.19%)
Stockholder's equity 4,708,790 7,475,472 7,429,500 57.78% (0.61%)
 
Balance sheet (period average):
Total assets $ 59,269,965 $ 67,072,499 $ 71,495,226 20.63% 6.59%
Total loans 45,494,161 49,789,046 49,556,222 8.93% (0.47%)
Earning assets 54,935,058 59,626,207 65,008,223 18.34% 9.03%
Total deposits 43,203,180 46,633,173 54,352,412 25.81% 16.55%
Stockholder's equity 4,616,596 7,336,212 7,303,050 58.19% (0.45%)
 
Financial ratios (4):

Return on average assets (5):

From continuing operations 0.91% (0.06%) (0.45%)
Net income (loss) 0.96% (0.06%) (0.45%)
Return on average stockholder's equity (5):
From continuing operations 11.70% (0.54%) (4.39%)
Net income (loss) 12.31% (0.54%) (4.39%)
Efficiency ratio (6) 56.94% 65.69% 68.28%
Net interest margin (2) 3.74% 3.79% 3.41%
Tangible common equity ratio (7) 7.22% 7.12% 6.56%
Tier 1 risk-based capital ratio (3) (8) 7.96% 8.74% 8.68%
Total risk-based capital ratio (3) (8) 10.84% 11.59% 11.54%
Leverage ratio (3) (8) 7.95% 8.46% 7.89%
Allowance for loan losses to:
Total loans 1.14% 1.76% 2.21%
Nonaccrual loans 243.59% 107.41% 98.14%

Allowances for credit losses to (9):

Total loans 1.37% 2.07% 2.55%
Nonaccrual loans 291.42% 126.10% 113.24%

Net loans charged off to average total loans (5)

0.28% 0.95% 1.23%

Nonperforming assets to total loans and foreclosed assets

0.49% 1.69% 2.34%
Nonperforming assets to total assets (3) 0.37% 1.21% 1.55%

Selected financial ratios excluding impact of privatization transaction (1) (4) (15):

From continuing operations:
Return on average assets (5) 0.91% 0.07% (0.39%)
Return on average stockholder's equity (5) 11.70% 0.91% (5.48%)

Efficiency ratio (6)

56.94% 59.08% 63.97%
 
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries
Financial Highlights (Unaudited)

Exhibit 2

 
      Percent Change to
As of and for the Six Months Ended June 30, 2009 from
June 30, June 30, June 30,
(Dollars in thousands, except per share data)   2008    

2009(1)

 

2008
Results of operations:
Net interest income (2) $ 975,991 $ 1,115,714

14.32%

Noninterest income   395,022     357,929  

(9.39%)

Total revenue 1,371,013 1,473,643

7.49%

Noninterest expense 822,518 1,053,441

28.08%

Provision for loan losses   167,000     609,000   nm

Income (loss) from continuing operations before income taxes (2)

381,495 (188,798 ) nm
Taxable-equivalent adjustment 4,855 5,365

10.50%

Income tax expense (benefit)   119,944     (104,348 ) nm
Income (loss) from continuing operations 256,696 (89,815 ) nm
Loss from discontinued operations   (6,761 )   -  

(100.00%)

Net income (loss) $ 249,935   $ (89,815 ) nm
 
 
Balance sheet (end of period):
Total assets (3) $ 60,593,921 $ 73,984,788

22.10%

Total loans 46,041,358 48,896,520

6.20%

Nonperforming assets 224,944 1,144,602 nm
Total deposits 42,604,419 58,282,770

36.80%

Medium- and long-term debt 2,809,329 5,131,068

82.64%

Stockholder's equity 4,708,790 7,429,500

57.78%

 
Balance sheet (period average):
Total assets $ 57,951,110 $ 69,296,183

19.58%

Total loans 44,097,805 49,671,989

12.64%

Earning assets 53,561,569 62,743,021

17.14%

Total deposits 43,408,469 50,514,116

16.37%

Stockholder's equity 4,667,429 7,319,518

56.82%

 

Financial ratios (4):

Return on average assets (5):
From continuing operations 0.89 % (0.26 %)
Net income 0.87 % (0.26 %)
Return on average stockholder's equity (5):
From continuing operations 11.06 % (2.47 %)
Net income 10.77 % (2.47 %)

Efficiency ratio (6)

57.75 % 66.98 %

Net interest margin (2)

3.65 % 3.56 %

Tangible common equity ratio (7)

7.22 % 6.56 %

Tier 1 risk-based capital ratio (3) (8)

7.96 % 8.68 %
Total risk-based capital ratio (3) (8) 10.84 % 11.54 %
Leverage ratio (3) (8) 7.95 % 7.89 %
Allowance for loan losses to:
Total loans 1.14 % 2.21 %
Nonaccrual loans 243.59 % 98.14 %

Allowances for credit losses to (9):

Total loans 1.37 % 2.55 %
Nonaccrual loans 291.42 % 113.24 %

Net loans charged off to average total loans (5)

0.20 % 1.09 %

Nonperforming assets to total loans and foreclosed assets

0.49 % 2.34 %
Nonperforming assets to total assets (3) 0.37 % 1.55 %

Selected financial ratios excluding impact of privatization transaction (1) (4) (15):

From continuing operations:
Return on average assets (5) 0.89 % (0.17 %)
Return on average stockholder's equity (5) 11.06 % (2.28 %)

Efficiency ratio (6)

57.75 % 61.54 %
 
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries
Condensed Consolidated Statements of Income (Unaudited)
(Taxable-Equivalent Basis)

Exhibit 3

             
For the Three Months Ended For the Six Months Ended
June 30, March 31, June 30, June 30,
(Amounts in thousands)   2008    

2009(1)

 

 

2009(1)

 

 

2008

   

2009(1)

 

Interest Income (2)
Loans $ 617,508 $ 604,067 $ 586,890 $ 1,250,870 $ 1,190,957
Securities 98,338 103,281 98,754 204,383 202,035
Interest bearing deposits in banks 228 900 3,550 356 4,450
Federal funds sold and securities purchased under resale agreements 1,093 141 97 3,786 238
Trading account assets   1,119     158     231     3,923     389  
Total interest income   718,286     708,547     689,522     1,463,318     1,398,069  
 
Interest Expense
Deposits 144,509 105,038 100,186 365,169 205,224
Federal funds purchased and securities sold under repurchase agreements 13,057 53 19 28,772 72
Commercial paper 8,279 1,592 954 18,071 2,546
Medium- and long-term debt 19,692 27,529 29,415 39,149 56,944
Trust notes 238 238 238 476 476
Other borrowed funds   19,624     11,477     5,616     35,690     17,093  
Total interest expense   205,399     145,927     136,428     487,327     282,355  
 
Net Interest Income (2) 512,887 562,620 553,094 975,991 1,115,714
Provision for loan losses   95,000     249,000     360,000     167,000     609,000  
Net interest income after provision for loan losses   417,887     313,620     193,094     808,991     506,714  
 
Noninterest Income
Service charges on deposit accounts 77,706 71,322 71,843 152,442 143,165
Trust and investment management fees 43,802 33,907 34,130 87,190 68,037
Trading account activities 16,687 22,692 16,251 27,699 38,943
Merchant banking fees 11,085 13,832 19,924 22,878 33,756
Brokerage commissions and fees 10,635 8,307 8,506 20,494 16,813
Card processing fees, net 8,167 7,536 8,124 15,931 15,660
Securities losses, net - - (172 ) (2 ) (172 )
Other   31,544     17,120     24,607     68,390     41,727  
Total noninterest income   199,626     174,716     183,213     395,022     357,929  
 
Noninterest Expense
Salaries and employee benefits 243,299 243,563 233,057 484,969 476,620
Net occupancy 38,232 41,921 43,222 74,434 85,143
Intangible asset amortization 670 40,887 40,281 1,340 81,168
Regulatory agencies 4,897 17,938 52,836 7,506 70,774
Outside services 20,295 18,834 22,948 37,304 41,782
Professional services 15,931 15,938 19,489 30,528 35,427
Equipment 15,141 15,413 16,602 30,488 32,015
Software 14,409 15,038 14,205 29,204 29,243
Foreclosed asset expense 83 886 3,282 172 4,168
Provision for losses on off-balance sheet commitments 5,000 26,000 15,000 13,000 41,000
Privatization-related expense - 26,819 7,433 - 34,252
Other   61,355     58,146     63,703     113,573     121,849  
Total noninterest expense   419,312     521,383     532,058     822,518     1,053,441  
 
Income (loss) from continuing operations before income taxes (2) 198,201 (33,047 ) (155,751 ) 381,495 (188,798 )
Taxable-equivalent adjustment 2,329 2,617 2,748 4,855 5,365
Income tax expense (benefit) 61,574 (25,856 ) (78,492 ) 119,944 (104,348 )
         
Income (Loss) from Continuing Operations   134,298     (9,808 )   (80,007 )   256,696     (89,815 )
 
Income (loss) from discontinued operations before income taxes 3,068 - - (14,517 ) -
Income tax benefit   (3,979 )   -     -     (7,756 )   -  
Income (Loss) from Discontinued Operations   7,047     -     -     (6,761 )   -  
Net Income (Loss) $ 141,345   $ (9,808 ) $ (80,007 ) $ 249,935   $ (89,815 )
 
 
     
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries

Consolidated Balance Sheets

Exhibit 4

       
(Unaudited) (Unaudited)
June 30, December 31, June 30,
(Dollars in thousands)   2008    

2008(1)

 

 

2009(1)

 

Assets
Cash and due from banks $ 1,800,313 $ 1,568,578 $ 1,285,780
Interest bearing deposits in banks 65,788 2,872,698 8,556,837
Federal funds sold and securities purchased under resale agreements   172,345     63,069     198,955  
Total cash and cash equivalents 2,038,446 4,504,345 10,041,572
Trading account assets:
Pledged as collateral - 6,283 51,714
Held in portfolio 1,136,416 1,210,496 853,922
Securities available for sale:
Pledged as collateral 1,079,491 54,525 -
Held in portfolio 7,396,824 8,140,013 7,403,173
Securities held to maturity (fair value: June 30, 2009, $1,112,813) - - 1,171,380

Loans (net of allowance for loan losses: June 30, 2008, $526,401; December 31, 2008, $737,767; June 30, 2009, $1,081,633)

45,514,957 48,847,783 47,814,887
Due from customers on acceptances 21,272 23,131 19,944
Premises and equipment, net 480,366 680,004 664,673
Intangible assets, net 5,117 713,485 641,406
Goodwill 355,287 2,369,326 2,369,326
Other assets 2,559,694 3,571,995 2,952,791
Assets of discontinued operations to be disposed or sold   6,051     4     -  
Total assets $ 60,593,921   $ 70,121,390   $ 73,984,788  
 
Liabilities
Noninterest bearing $ 13,440,290 $ 13,566,873 $ 14,926,564
Interest bearing   29,164,129     32,482,896     43,356,206  
Total deposits 42,604,419 46,049,769 58,282,770
Federal funds purchased and securities sold under repurchase agreements 2,296,587 172,758 203,205
Commercial paper 1,397,159 1,164,327 548,316
Other borrowed funds 4,719,809 8,196,597 606,019
Trading account liabilities 892,240 1,034,663 690,704
Acceptances outstanding 21,272 23,131 19,944
Other liabilities 1,012,403 1,685,412 1,059,508
Medium- and long-term debt 2,809,329 4,288,488 5,131,068
Junior subordinated debt payable to subsidiary grantor trust 14,206 13,980 13,754
Liabilities of discontinued operations to be extinguished or assumed   117,707     7,960     -  
Total liabilities   55,885,131     62,637,085     66,555,288  
 
 
 
Stockholder's Equity
Preferred stock:

Authorized 5,000,000 shares; no shares issued or outstanding as of June 30, 2008, December 31, 2008 and June 30, 2009

- - -
Common stock, par value $1 per share:

Authorized 300,000,000 shares; issued 157,811,268 shares as of June 30, 2008, 136,330,829 shares as of December 31, 2008 and 136,330,829 shares as of June 30, 2009

157,811 136,331 136,331
Additional paid-in capital 1,182,978 3,195,023 3,195,023

Treasury stock - 19,760,597 shares as of June 30, 2008, no shares as of December 31, 2008 and June 30, 2009

(1,204,469 ) - -
Retained earnings 5,018,601 4,964,802 4,874,987
Accumulated other comprehensive loss   (446,131 )   (811,851 )   (776,841 )
Total stockholder's equity   4,708,790     7,484,305     7,429,500  
Total liabilities and stockholder's equity $ 60,593,921   $ 70,121,390   $ 73,984,788  
     
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries

Loans and Allowance for Credit Losses (Unaudited)

Exhibit 5

                 
Percent Change to
Three Months Ended June 30, 2009 from
June 30, March 31, June 30, June 30, March 31,
(Dollars in millions)   2008    

2009(1)

 

 

2009 (1)

 

2008   2009
 
Loans (period average)
Commercial, financial and industrial $ 16,729 $ 18,498 $ 17,917

7.10%

 

(3.14%)

Construction 2,566 2,734 2,789

8.68%

 

2.00%

Mortgage - Commercial 7,822 8,253 8,255

5.53%

 

0.02%

Mortgage - Residential 14,490 15,919 16,083

11.00%

 

1.03%

Consumer 2,978 3,722 3,841

28.99%

 

3.20%

Lease financing   645     653     662  

2.57%

 

1.32%

 
Total loans held to maturity 45,230 49,779 49,546

9.54%

 

(0.47%)

Total loans held for sale   264     10     10  

(96.21%)

 

(0.01%)

 
Total loans $ 45,494   $ 49,789   $ 49,556  

8.93%

 

(0.47%)

 
Nonperforming Assets (period end)
Nonaccrual loans:
Commercial, financial and industrial $ 82 $ 347 $ 370 nm

6.63%

Construction 95 218 314 nm

44.04%

Mortgage - Commercial 39 125 265 nm nm
Mortgage - Residential (10) - 102 133 nm

30.39%

Consumer (10) - 18 20 nm

11.11%

     
Total nonaccrual loans 216 810 1,102 nm

36.05%

Restructured loans 2 3 10 nm nm
Foreclosed assets   7     22     33   nm

50.00%

 
Total nonperforming assets $ 225   $ 835   $ 1,145   nm

37.13%

Loans 90 days or more past due and still accruing

$ 51   $ 24   $ 4  

(92.16%)

 

(83.33%)

Restructured loans that are still accruing $ -   $ -   $ 1  
 
Analysis of Allowances for Credit Losses
Beginning balance $ 463 $ 738 $ 870
 
Provision for loan losses 95 249 360
 
Loans charged off:
Commercial, financial and industrial (18 ) (96 ) (86 )
Construction (10 ) (2 ) (23 )
Mortgage - Commercial - (4 ) (23 )
Mortgage - Residential (2 ) (6 ) (9 )
Consumer   (3 )   (10 )   (12 )
Total loans charged off   (33 )   (118 )   (153 )
 
Loans recovered:
Commercial, financial and industrial 1 1 1
Construction 1 1 -
Consumer   -     -     1  
Total loans recovered   2     2     2  
Net loans recovered (charged off)   (31 )   (116 )   (151 )
 
Adjustment for impaired loans related to privatization - - 2
Foreign translation adjustment   -     (1 )   1  
Ending balance of allowance for loan losses 527 870 1,082

Allowance for off-balance sheet commitment losses

  103     151     166  
$ -
Allowances for credit losses $ 630   $ 1,021   $ 1,248  
               
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 6

             
For the Three Months Ended
  6/30/2008  

6/30/2009(1)

Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in thousands) Balance

Expense(2)

Rate(2)(5)

Balance

Expense(2)

Rate(2)(5)

Assets
Loans (12)
Commercial, financial and industrial $ 16,987,504 $ 229,612 5.44 % $ 17,920,408 $ 194,560 4.35 %
Construction 2,566,207 30,794 4.83 2,788,671 20,658 2.97
Mortgage - Residential 14,495,754 199,756 5.51 16,089,739 230,269 5.72
Mortgage - Commercial 7,822,056 111,722 5.71 8,254,595 91,689 4.44
Consumer 2,977,852 44,453 6.00 3,841,202 44,116 4.61
Lease financing   644,788     1,171   0.73   661,607     5,598 3.38
Total loans 45,494,161 617,508 5.44 49,556,222 586,890 4.74
Securities - taxable 8,293,036 97,233 4.69 8,564,355 97,738 4.56
Securities - tax-exempt 52,742 1,105 8.38 48,176 1,016 8.44
Interest bearing deposits in banks 67,553 228 1.36 5,594,318 3,550 0.25

Federal funds sold and securities purchased under resale agreements

213,292 1,093 2.06 203,529 97 0.19
Trading account assets   814,274     1,119   0.55   1,041,623     231 0.09
Total earning assets 54,935,058   718,286   5.24 65,008,223   689,522 4.25
Allowance for loan losses (456,191 ) (839,115 )
Cash and due from banks 1,662,638 1,285,449
Premises and equipment, net 482,950 669,993
Other assets   2,645,510     5,370,676  
Total assets $ 59,269,965   $ 71,495,226  
Liabilities
Deposits:
Transaction accounts $ 15,550,970 59,513 1.54 $ 29,514,913 66,549 0.90
Savings and consumer time 3,846,404 13,918 1.46 4,328,326 13,546 1.26
Large time   10,929,983     71,078   2.62   6,604,845     20,091 1.22
Total interest bearing deposits   30,327,357     144,509   1.92   40,448,084     100,186 0.99

Federal funds purchased and securities sold under repurchase agreements

2,428,357 12,697 2.10 163,381 19 0.05

Net funding allocated from (to) discontinued operations (13)

64,945 360 2.23 - - -
Commercial paper 1,487,032 8,279 2.24 569,337 954 0.67
Other borrowed funds (14) 3,201,612 19,624 2.47 2,124,419 5,616 1.06
Medium and long-term debt 2,629,308 19,692 3.01 5,137,901 29,415 2.30
Trust notes   14,261     238   6.68   13,809     238 6.90
Total borrowed funds   9,825,515     60,890   2.49   8,008,847     36,242 1.82
Total interest bearing liabilities 40,152,872   205,399   2.06 48,456,931   136,428 1.13
Noninterest bearing deposits 12,875,823 13,904,328
Other liabilities   1,624,674     1,830,917  
Total liabilities 54,653,369 64,192,176
Stockholder's Equity
Common equity   4,616,596     7,303,050  
Total stockholder's equity   4,616,596     7,303,050  

Total liabilities and stockholder's equity

$ 59,269,965   $ 71,495,226  
Reported Net Interest Income/Margin

Net interest income/margin (taxable-equivalent basis)

512,887 3.74 % 553,094 3.41 %
Less: taxable-equivalent adjustment   2,329     2,748
Net interest income $ 510,558   $ 550,346
                             
Average Assets and Liabilities of Discontinued Operations for Period Ended:
June 30, 2008 June 30, 2009
Assets $ 95,415 $ -
Liabilities $ 160,360 $ -
Net Liabilities $ (64,945 ) $ -
                             
   
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 7

               
For the Three Months Ended
3/31/2009 (1) 6/30/2009 (1)
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in thousands) Balance

Expense(2)

Rate(2)(5)

Balance

Expense(2)

Rate(2)(5)

Assets
Loans: (11)
Commercial, financial and industrial $ 18,503,965 $ 193,787 4.25 % $ 17,920,408 $ 194,560 4.35 %
Construction 2,733,630 19,261 2.86 2,788,671 20,658 2.97
Mortgage - Residential 15,923,191 234,438 5.89 16,089,739 230,269 5.72
Mortgage - Commercial 8,253,324 102,389 4.96 8,254,595 91,689 4.44
Consumer 3,722,252 46,539 5.07 3,841,202 44,116 4.61
Lease financing   652,684   7,653 4.69   661,607   5,598 3.38
Total loans 49,789,046 604,067 4.88 49,556,222 586,890 4.74
Securities - taxable 8,319,754 102,256 4.92 8,564,355 97,738 4.56
Securities - tax-exempt 50,417 1,025 8.13 48,176 1,016 8.44
Interest bearing deposits in banks (12) 4,220 900 0.48 5,594,318 3,550 0.25

Federal funds sold and securities purchased under resale agreements

196,567 141 0.29 203,529 97 0.19
Trading account assets   1,266,203   158 0.05   1,041,623   231 0.09
Total earning assets 59,626,207   708,547 4.78 65,008,223   689,522 4.25
Allowance for loan losses (708,736) (839,115)
Cash and due from banks (12) 2,142,198 1,285,449
Premises and equipment, net 674,021 669,993
Other assets   5,338,809   5,370,676
Total assets $ 67,072,499 $ 71,495,226
Liabilities
Deposits:
Transaction accounts $ 22,497,062 61,097 1.10 $ 29,514,913 66,549 0.90
Savings and consumer time 4,367,945 15,939 1.48 4,328,326 13,546 1.26
Large time   7,232,767   28,002 1.57   6,604,845   20,091 1.22
Total interest bearing deposits   34,097,774   105,038 1.25   40,448,084   100,186 0.99

Federal funds purchased and securities sold under repurchase agreements

251,946 53 0.09 163,381 19 0.05

Net funding allocated from (to) discontinued operations (13)

- - - - - -
Commercial paper 721,416 1,592 0.89 569,337 954 0.67
Other borrowed funds (14) 5,083,086 11,477 0.92 2,124,419 5,616 1.06
Medium and long-term debt 4,743,352 27,529 2.35 5,137,901 29,415 2.30
Trust notes   13,922   238 6.84   13,809   238 6.90
Total borrowed funds   10,813,722   40,889 1.53   8,008,847   36,242 1.82
Total interest bearing liabilities 44,911,496   145,927 1.32 48,456,931   136,428 1.13
Noninterest bearing deposits 12,535,399 13,904,328
Other liabilities   2,289,392   1,830,917
Total liabilities 59,736,287 64,192,176
Stockholder's Equity
Common equity   7,336,212   7,303,050
Total stockholder's equity   7,336,212   7,303,050

Total liabilities and stockholder's equity

$ 67,072,499 $ 71,495,226
Reported Net Interest Income/Margin

Net interest income/margin (taxable-equivalent basis)

562,620 3.79 % 553,094 3.41 %
Less: taxable-equivalent adjustment   2,617   2,748
Net interest income $ 560,003 $ 550,346
                             
Average Assets and Liabilities of Discontinued Operations for Period Ended:
March 31, 2009 June 30, 2009
Assets $ - $ -
Liabilities $ - $ -
Net Liabilities $ - $ -
                             
       
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries

Net Interest Income (Unaudited)

Exhibit 8

               
For the Six Months Ended
  6/30/2008  

6/30/2009(1)

Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in thousands) Balance

Expense(2)

Rate(2)(5)

Balance

Expense(2)

Rate(2)(5)

Assets
Loans: (11)
Commercial, financial and industrial $ 16,317,333 $ 467,915 5.77 % $ 18,210,574 $ 388,347 4.30 %
Construction 2,520,265 67,411 5.38 2,761,302 39,919 2.92
Residential mortgage 14,244,248 392,541 5.51 16,006,925 464,707 5.81
Commercial mortgage 7,536,401 224,692 5.96 8,253,963 194,078 4.70
Consumer 2,832,243 90,843 6.45 3,782,055 90,655 4.83
Lease financing   647,315     7,468   2.31   657,170     13,251 4.03
Total loans 44,097,805 1,250,870 5.69 49,671,989 1,190,957 4.81
Securities - taxable 8,324,489 202,196 4.86 8,442,693 199,994 4.74
Securities - tax-exempt 53,051 2,187 8.24 49,290 2,041 8.28
Interest bearing deposits in banks 48,711 356 1.47 3,225,689 4,450 0.28

Federal funds sold and securities purchased under resale agreements

270,718 3,786 2.81 200,067 238 0.24
Trading account assets   766,795     3,923   1.03   1,153,293     389 0.07
Total earning assets 53,561,569   1,463,318   5.48 62,743,021   1,398,069 4.47
Allowance for loan losses (427,801 ) (774,142 )
Cash and due from banks 1,710,000 1,300,479
Premises and equipment, net 483,383 671,995
Other assets   2,623,959     5,354,830  
Total assets $ 57,951,110   $ 69,296,183  
Liabilities
Deposits:
Transaction accounts $ 15,207,766 142,428 1.88 $ 26,025,374 127,646 0.99
Savings and consumer time 4,013,034 37,447 1.88 4,348,026 29,485 1.37
Large time   11,446,331     185,294   3.26   6,917,071     48,093 1.40
Total interest bearing deposits   30,667,131     365,169   2.39   37,290,471     205,224 1.11

Federal funds purchased and securities sold under repurchase agreements

2,189,525 28,263 2.60 207,419 72 0.07

Net funding allocated from (to) discontinued operations (13)

40,667 509 2.52 - - -
Commercial paper 1,347,271 18,071 2.70 644,956 2,546 0.80
Other borrowed funds (14) 2,383,954 35,690 3.01 3,595,580 17,093 0.96
Medium and long-term debt 2,238,097 39,149 3.52 4,941,716 56,944 2.32
Trust notes   14,318     476   6.66   13,865     476 6.87
Total borrowed funds   8,213,832     122,158   2.99   9,403,536     77,131 1.65
Total interest bearing liabilities 38,880,963   487,327   2.52 46,694,007   282,355 1.22
Noninterest bearing deposits 12,741,338 13,223,645
Other liabilities   1,661,380     2,059,013  
Total liabilities 53,283,681 61,976,665
Stockholder's Equity
Common equity   4,667,429     7,319,518  
Total stockholder's equity   4,667,429     7,319,518  

Total liabilities and stockholder's equity

$ 57,951,110   $ 69,296,183  

Reported Net Interest Income/Margin

Net interest income/margin (taxable-equivalent basis)

975,991 3.65 % 1,115,714 3.56 %
Less: taxable-equivalent adjustment   4,855     5,365
Net interest income $ 971,136   $ 1,110,349
                             
Average Assets and Liabilities of Discontinued Operations for Period Ended:
June 30, 2008 June 30, 2009
Assets $ 109,594 $ -
Liabilities $ 150,261 $ -
Net Liabilities $ (40,667 ) $ -
                             
       
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries
           
Noninterest income (Unaudited)

Exhibit 9

 
Percentage Change to
For the Three Months Ended June 30, 2009 from
June 30, March 31, June 30, June 30, March 31,
(Dollars in thousands)   2008  

2009(1)

 

 

2009(1)

 

2008       2009    
Service charges on deposit accounts $ 77,706 $ 71,322 $ 71,843 (7.55 ) % 0.73 %
Trust and investment management fees 43,802 33,907 34,130 (22.08 ) 0.66
Merchant banking fees 11,085 13,832 19,924 79.74 44.04
Trading account activities 16,687 22,692 16,251 (2.61 ) (28.38 )
Brokerage commissions and fees 10,635 8,307 8,506 (20.02 ) 2.40
Card processing fees, net 8,167 7,536 8,124 (0.53 ) 7.80
Securities losses, net - - (172 ) nm nm
Gains (losses) on private capital investments, net 1,282 (2,121 ) (1,123 ) nm (47.05 )
Other   30,262   19,241     25,730   (14.98 ) 33.72
Total noninterest income $ 199,626 $ 174,716   $ 183,213   (8.22 ) % 4.86 %
 
 

Noninterest expense (Unaudited)

 

Percentage Change to

For the Three Months Ended

  June 30, 2009 from
June 30, March 31, June 30, June 30, March 31,
(Dollars in thousands)   2008  

2009(1)

 

 

2009(1)

 

2008       2009    
Salaries and other compensation $ 204,077 $ 188,223 $ 191,104 (6.36 ) % 1.53 %
Employee benefits   39,222   55,340     41,953   6.96 (24.19 )
Salaries and employee benefits 243,299 243,563 233,057 (4.21 ) (4.31 )
Regulatory agencies 4,897 17,938 52,836 nm nm
Net occupancy 38,232 41,921 43,222 13.05 3.10
Intangible asset amortization 670 40,887 40,281 nm (1.48 )
Outside services 20,295 18,834 22,948 13.07 21.84
Professional services 15,931 15,938 19,489 22.33 22.28
Equipment 15,141 15,413 16,602 9.65 7.71
Software 14,409 15,038 14,205 (1.42 ) (5.54 )
Advertising and public relations 12,857 10,621 11,349 (11.73 ) 6.85
Low income housing credit investment amortization 8,493 10,166 11,026 29.82 8.46
Communications 9,111 8,718 9,192 0.89 5.44
Data processing 7,784 8,575 8,042 3.31 (6.22 )
Foreclosed asset expense 83 886 3,282 nm 270.43

Provision for losses on off-balance sheet commitments

5,000 26,000 15,000 200.00 (42.31 )
Privatization-related expense - 26,819 7,433 nm (72.28 )
Other   23,110   20,066     24,094   4.26 20.07
Total noninterest expense $ 419,312 $ 521,383   $ 532,058   26.89 % 2.05 %
 
       
Refer to Exhibit 12 for footnote explanations.

UnionBanCal Corporation and Subsidiaries
       
Noninterest income (Unaudited)

Exhibit 10

 
Percentage Change to
For the Six Months Ended June 30, 2009 from
June 30, June 30, June 30,
(Dollars in thousands)   2008    

2009(1)

 

2008    
Service charges on deposit accounts $ 152,442 $ 143,165 (6.09 ) %
Trust and investment management fees 87,190 68,037 (21.97 )
Trading account activities 27,699 38,943 40.59
Merchant banking fees 22,878 33,756 47.55
Brokerage commissions and fees 20,494 16,813 (17.96 )
Card processing fees, net 15,931 15,660 (1.70 )
Securities losses, net (2 ) (172 ) nm
Gains (losses) on private capital investments, net 2,352 (3,244 ) nm
Gains on the VISA IPO redemption 14,211 - (100.00 )
Other   51,827     44,971   (13.23 )
Total noninterest income $ 395,022   $ 357,929   (9.39 ) %
 
 

Noninterest expense (Unaudited)

 
Percentage Change to
For the Six Months Ended

 

June 30, 2009 from  
June 30, June 30, June 30,
(Dollars in thousands)   2008    

2009(1)

 

2008    
Salaries and other compensation $ 396,089 $ 379,327 (4.23 ) %
Employee benefits   88,880     97,293   9.47
Salaries and employee benefits 484,969 476,620 (1.72 )
Net occupancy 74,434 85,143 14.39
Intangible asset amortization 1,340 81,168 nm
Regulatory agencies 7,506 70,774 nm
Outside services 37,304 41,782 12.00
Professional services 30,528 35,427 16.05
Equipment 30,488 32,015 5.01
Software 29,204 29,243 0.13
Advertising and public relations 20,956 21,970 4.84
Low income housing credit investment amortization 17,632 21,192 20.19
Communications 18,486 17,910 (3.12 )
Data processing 14,860 16,617 11.82
Foreclosed asset expense 172 4,168 nm
Provision for losses on off-balance sheet commitments 13,000 41,000 215.38
Privatization-related expense - 34,252 nm
Other   41,639     44,160   6.05
Total noninterest expense $ 822,518   $ 1,053,441   28.08 %
 
       
Refer to Exhibit 12 for footnote explanations.

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

Exhibit 11

 
 

The following table presents a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and specific non-GAAP measures as used to complete selected non-GAAP financial ratios.

 
For the three months ended For the six months ended
(Dollars in thousands) March 31, 2009 June 30, 2009 June 30, 2009
Loss from continuing operations $ (9,808 ) $ (80,007 ) $ (89,815 )
Privatization-related expense, net of tax 16,360 4,514 20,874
Net accretion and amortization related to fair value adjustments, net of tax   4,518     8,765     13,283  

Income (loss) from continuing operations, excluding impact of privatization transaction

$ 11,070   $ (66,728 ) $ (55,658 )
 
Average total assets $ 67,072,499 $ 71,495,226 $ 69,296,183
Net asset and liability fair value adjustments   2,621,275   $ 2,610,303   $ 2,615,721  
Average total assets, excluding impact of privatization transaction $ 64,451,224   $ 68,884,923   $ 66,680,462  
 
Return on average assets from continuing operations (0.06 %) (0.45 %) (0.26 %)
Effect of privatization transaction   0.13 %   0.06 %   0.09 %

Return on average assets from continuing operations, excluding impact of privatization transaction

  0.07 %   (0.39 %)   (0.17 %)
 
Average stockholder's equity $ 7,336,212 $ 7,303,050 $ 7,319,518
Net adjustments related to privatization transaction   2,416,165     2,423,392     2,405,947  
Average stockholder's equity, excluding impact of privatization transaction $ 4,920,047   $ 4,879,658   $ 4,913,571  
 
Return on stockholder's equity from continuing operations (0.54 %) (4.39 %) (2.47 %)
Effect of privatization transaction   1.45 %   (1.09 %)   0.19 %
Return on stockholder's equity, excluding impact of privatization transaction   0.91 %   (5.48 %)   (2.28 %)
 
Noninterest expense $ 521,383 $ 532,058 $ 1,053,441
Privatization-related expense 26,819 7,433 34,252
Amortization related to fair value adjustments   42,542     41,894     84,436  
Noninterest expense, excluding impact of privatization transaction $ 452,022   $ 482,731   $ 934,753  
 
Total revenue $ 737,336 $ 736,307 $ 1,473,643
Accretion related to fair value adjustments   34,977     27,455     62,432  
Total revenue, excluding impact of privatization transaction $ 702,359   $ 708,852   $ 1,411,211  
 
Efficiency ratio 65.69 % 68.28 % 66.98 %
Effect of privatization transaction   (6.61 %)   (4.31 %)   (5.44 %)
Efficiency ratio, excluding impact of privatization transaction   59.08 %   63.97 %   61.54 %

UnionBanCal Corporation and Subsidiaries
 
Footnotes

Exhibit 12

     
 
(1)

On November 4, 2008, 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 remaining outstanding shares of UnionBanCal Corporation (the Company) common stock (the “privatization transaction”). The Company estimated the fair value of its tangible assets and liabilities as of October 1, 2008 and recorded fair value adjustments to its tangible assets and liabilities equivalent to the proportionate incremental percentage ownership acquired by BTMU in the privatization transaction. In addition, the Company recorded goodwill and other intangible assets. The Company’s financial condition as of December 31, 2008 and subsequent periods reflect the impact of these fair value adjustments and other amounts recorded. The Company’s results of operations for the first and second quarter of 2009 include accretion and amortization related to the fair value adjustments.

(2) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(3) End of period total assets and assets used in calculating these ratios include those of discontinued operations.
(4) Average balances used to calculate our financial ratios are based on continuing operations data only, unless otherwise indicated.
(5) Annualized.
(6)

The efficiency ratio is noninterest expense, excluding foreclosed asset expense (income), the provision for losses on off-balance sheet commitments and low income housing credit (LIHC) investment amortization expense, as a percentage of net interest income (taxable-equivalent basis) and noninterest income, and is calculated for continuing operations only.

(7)

The tangible common equity ratio is the ratio of total equity less intangibles (net of the corresponding deferred tax liability), as a percentage of total assets, less intangibles.

(8) Estimated as of June 30, 2009. The regulatory capital and leverage ratios include discontinued operations.
(9)

The allowance for credit losses ratios include the allowances for loan losses and losses on off-balance sheet commitments. These ratios relate to continuing operations only.

(10)

Reflects previously disclosed change in accounting policy for residential and home equity loans 90 days or more past due, which was effective January 1, 2009.

(11)

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.

(12)

For the three months ended March 31, 2009, the computation of the average yield on Interest Bearing Deposits in Banks includes the average balance of interest bearing Federal Reserve Bank deposits, while the average balances of these deposits were reported in Cash and Due from Banks for this period.

(13)

Net funding allocated from (to) discontinued operations represents the shortage (excess) of assets over liabilities of discontinued operations. The expense (earning) on funds allocated from (to) discontinued operations is calculated by taking the net balance and applying an earnings rate or a cost of funds equivalent to the corresponding period's Federal funds purchased rate.

(14) Includes interest bearing trading liabilities.
(15)

These ratios exclude the impact of the privatization transaction. Please refer to Exhibit 11 for a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and these non-GAAP measures.

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CONTACT:
UnionBanCal
Stephen L. Johnson, 415-765-3252 (Public Relations)
Michelle R. Crandall, 415-765-2780 (Investor Relations)

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