-----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, MLc8zpLp8H0g65bEHpfPTRpXDwJX4CQCUpUsI3r5EIo05Tv6dp19hdFWn0HwJw3i +RdVyt+FSmF5AEs/HR0VtA== 0001157523-10-002504.txt : 20100429 0001157523-10-002504.hdr.sgml : 20100429 20100429121906 ACCESSION NUMBER: 0001157523-10-002504 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20100429 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20100429 DATE AS OF CHANGE: 20100429 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: 10779965 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 a6269863.htm UNIONBANCAL CORP. 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: April 29, 2010


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 April 29, 2010, the Company issued a press release concerning earnings for the first quarter of 2010, 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 April 29, 2010.


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:

April 29, 2010

 
 

UNIONBANCAL CORPORATION

 

 

 

 

By:

/s/ DAVID A. ANDERSON

DAVID A. ANDERSON

Executive Vice President and Controller

(Duly Authorized Officer)


EXHIBIT INDEX

Exhibit No.

Description

99.1

Press release dated April 29, 2010.

EX-99.1 2 a6269863ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

UnionBanCal Corporation Reports First Quarter Net Income of $77 Million

SAN FRANCISCO--(BUSINESS WIRE)--April 29, 2010--UnionBanCal Corporation:

First Quarter Highlights:

  • Net income was $77 million. Results included after-tax net expenses of $12 million related to the November 2008 privatization of UnionBanCal Corporation.
  • On April 16, 2010, UnionBanCal Corporation announced that its primary subsidiary, Union Bank, N.A., acquired approximately $400 million in deposits and approximately $600 million in assets in an FDIC-assisted acquisition of San Rafael, California-based Tamalpais Bank.
  • Revenue was up 7 percent year-over-year and up 3 percent compared with fourth quarter 2009.
  • Net interest income was up 3 percent year-over-year and down 0.6 percent compared with fourth quarter 2009.
  • Average total loans decreased 6 percent year-over-year and decreased 2 percent versus fourth quarter 2009.
  • Average core deposits were up 39 percent year-over-year and up 1 percent versus fourth quarter 2009.
  • Net interest margin was 2.95 percent, down 84 basis points year-over-year and down 11 basis points versus fourth quarter 2009.
  • Annualized average all-in cost of funds was 0.62 percent, compared with 1.03 percent in first quarter 2009 and 0.72 percent in fourth quarter 2009.
  • Asset quality metrics:
    • Total provision for credit losses was $165 million, while net loans charged-off were $120 million, or 1.03 percent annualized, of average total loans.
    • Net loans charged-off on the $16.8 billion average residential mortgage portfolio were $10 million, or 0.24 percent annualized.
    • Nonperforming assets were $1.5 billion, or 1.72 percent of total assets, at quarter-end.
    • Allowance for credit losses to nonaccrual loans was 111 percent at quarter-end. Allowance for credit losses to total loans was 3.38 percent at quarter-end.
  • Capital:
    • Total stockholder’s equity was $9.7 billion at March 31, 2010.
    • Tangible common equity ratio was 8.47 percent at March 31, 2010, versus 8.29 percent at December 31, 2009.
    • Tier 1 common capital ratio was 11.96 percent at March 31, 2010, versus 11.80 percent at December 31, 2009.
    • Tier 1 risk-based capital ratio was 11.98 percent at March 31, 2010, versus 11.82 percent at December 31, 2009.

UnionBanCal Corporation (the Company or UB) today reported first quarter 2010 net income of $77 million, compared with net loss of $10 million a year earlier, and net income of $42 million in fourth quarter 2009. Total provision for credit losses was $165 million in first quarter 2010, compared with $275 million a year earlier, and $195 million in fourth quarter 2009. Net income (loss) included after-tax net expenses due to the privatization transaction of $12 million in first quarter 2010, $21 million in first quarter 2009, and $14 million in fourth quarter 2009. 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.

On April 16, 2010, Union Bank, N.A., the Company’s primary subsidiary, acquired certain deposits and assets of San Rafael, California-based Tamalpais Bank in a purchase and assumption agreement with the Federal Deposit Insurance Corporation (FDIC). Tamalpais Bank had seven full-service branches in the following communities in Marin County, California: Corte Madera, Mill Valley, San Anselmo, Tiburon-Belvedere, Greenbrae, Northgate and San Rafael, all of which reopened on April 19, 2010, as Union Bank branches. In the transaction, Union Bank acquired approximately $600 million in total assets, approximately $500 million of which are covered under a loss-share agreement with the FDIC. Union Bank also assumed more than $400 million in deposits.

Summary of First Quarter Results

First Quarter Total Revenue and Net Interest Income

For first quarter 2010, total revenue (taxable-equivalent net interest income plus noninterest income) was $787 million, up 7 percent compared with first quarter 2009. Net interest income increased 3 percent and noninterest income increased 20 percent.

Net interest income for first quarter 2010 was $577 million, which included $19 million of accretion related to fair value adjustments due to the privatization transaction, compared with net interest income for first quarter 2009 of $563 million, which included $35 million of accretion related to fair value adjustments due to the privatization transaction. Average total loans decreased $3 billion, or 6 percent; average interest bearing deposits increased $19 billion, or 57 percent; and average noninterest bearing deposits increased $2 billion, or 15 percent. The strong growth in average 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 institutional custody and escrow clients. The liquidity that resulted from the combination of robust average deposit growth and declining average loan balances was invested primarily in lower yielding assets, particularly interest bearing deposits in banks and available for sale securities. This contributed to a decrease in the net interest margin, from 3.79 percent for first quarter 2009, to 2.95 percent for first quarter 2010.

The annualized average all-in cost of funds was 0.62 percent in first quarter 2010, compared with 1.03 percent in first quarter 2009. The Company’s average core deposit-to-loan ratio was 117 percent in first quarter 2010, compared with 79 percent in first quarter 2009.


Compared with fourth quarter 2009, total revenue increased 3 percent, with net interest income down 0.6 percent and noninterest income up 13 percent. Average total loans decreased $1 billion, or 2 percent; average interest bearing deposits increased $3 billion, or 5 percent; and average noninterest bearing deposits decreased $406 million, or 3 percent. The net interest margin decreased 11 basis points compared with fourth quarter 2009.

First Quarter Noninterest Income and Noninterest Expense

For first quarter 2010, noninterest income was $210 million, up $35 million, or 20 percent, from the same quarter a year ago. Service charges on deposit accounts decreased $5 million, or 7 percent, primarily due to lower overdraft fees. Securities gains, net, increased $34 million, primarily due to a gain on the sale of securities in first quarter 2010. Other noninterest income increased $7 million, or 39 percent, partially due to lower write-downs on investments recorded in first quarter 2010.

Noninterest income increased $25 million, or 13 percent, compared with fourth quarter 2009. Service charges on deposit accounts decreased $7 million, or 9 percent. Securities gains, net, increased $22 million, primarily due to higher gains on the sale of securities in first quarter 2010. Losses on private capital investments, net, decreased $9 million, primarily due to impairment charges on investments recorded in fourth quarter 2009.

Noninterest expense for first quarter 2010 was $525 million, an increase of $3 million, or 0.6 percent, compared with first quarter 2009. The increase was primarily attributable to a $36 million increase in salaries and employee benefits expense, partially offset by a $31 million decrease in provision for losses on off-balance sheet commitments.

Noninterest expense for first quarter decreased $5 million, or 0.9 percent, compared with fourth quarter 2009. The decline was primarily attributable to decreases of $8 million in intangible asset amortization expense, $9 million in provision for losses on off-balance sheet commitments, and $16 million in miscellaneous expenses. Partially offsetting these decreases was a $19 million, or 7 percent, increase in salaries and employee benefits expense, primarily due to annual seasonal factors that result in higher payroll taxes and 401(k) matching contributions.

Balance Sheet

At March 31, 2010, the Company had total assets of $85 billion, up $17 billion, or 24 percent, compared with March 31, 2009. Total loans were $47 billion, down $3 billion, or 6 percent, compared with March 31, 2009. Securities available for sale were $22 billion, up $15 billion, as deposit growth far outpaced loan growth.

At March 31, 2010, the Company had total liabilities of $75 billion, up $14 billion, or 23 percent, compared with March 31, 2009. Total deposits were $67 billion, up $18 billion, or 36 percent, compared with March 31, 2009. Core deposits at period-end were $53 billion, up $11 billion, or 27 percent, compared with March 31, 2009. At March 31, 2010, the Company’s core deposit-to-loan ratio was 114 percent.


Credit Quality

Nonperforming assets at March 31, 2010, were $1.47 billion, or 1.72 percent of total assets. This compares with $1.35 billion, or 1.58 percent of total assets, at December 31, 2009, and $835 million, or 1.21 percent of total assets, at March 31, 2009. The increase in nonperforming assets compared with March 31, 2009, resulted from weak economic conditions, which drove higher levels of nonaccrual loans in most areas of the loan portfolio. Higher levels of nonaccrual loans in the construction, commercial mortgage, residential mortgage and consumer loan categories were partially offset by lower levels of nonaccrual loans in the commercial, financial and industrial category.

For first quarter 2010, the total provision for credit losses was $165 million, down from $195 million for fourth quarter 2009. Net loans charged-off were $120 million, or 1.03 percent annualized, of average total loans, up from $95 million, or 0.79 percent annualized, of average total loans for fourth quarter 2009. 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 annualized, of average total loans.

For first quarter 2010, net loans charged-off on the commercial, financial and industrial portfolio were $54 million; net loans charged-off on the construction portfolio were $15 million; net loans charged-off on the commercial mortgage portfolio were $32 million; and net loans charged-off on the consumer portfolio were $9 million. Net loans charged-off on the residential mortgage portfolio, which averaged $16.8 billion outstanding for the quarter, were $10 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 first quarter 2010, the provision for loan losses was $170 million, the reversal of provision for losses on off-balance sheet commitments was $5 million, and the total provision for credit losses was $165 million.

At March 31, 2010, the allowance for credit losses as a percent of total loans and as a percent of nonaccrual loans was 3.38 percent and 111 percent, respectively. This compares with 3.25 percent and 116 percent, respectively, at December 31, 2009, and 2.07 percent and 126 percent, respectively, at March 31, 2009.

Capital

Total stockholder’s equity was $9.7 billion at March 31, 2010, and tangible common equity was $7.0 billion. The Company’s tangible common equity ratio was 8.47 percent at March 31, 2010, compared with 8.29 percent at December 31, 2009. The Tier 1 common capital ratio at March 31, 2010, was 11.96 percent, compared with 11.80 percent at December 31, 2009. The Company’s Tier 1 and total risk-based capital ratios at March 31, 2010, were 11.98 percent and 14.70 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 $85 billion at March 31, 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 has 346 banking offices in California, Oregon, Washington and Texas 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. 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

            Percent Change to
As of and for the Three Months Ended March 31, 2010 from
March 31, December 31, March 31, March 31,   December 31,
(Dollars in thousands) 2009 2009 2010 2009   2009  
Results of operations:
Net interest income (1) $ 562,620 $ 580,412 $ 576,794 2.52 % (0.62 %)
Noninterest income   174,716     185,286     209,905   20.14 % 13.29 %
Total revenue 737,336 765,698 786,699 6.69 % 2.74 %
Noninterest expense 521,383 529,245 524,572 0.61 % (0.88 %)
Provision for loan losses   249,000     191,000     170,000   (31.73 %) (10.99 %)
Income (loss) before income taxes and noncontrolling interests (1) (33,047 ) 45,453 92,127

nm

nm

Taxable-equivalent adjustment 2,617 2,685 2,441 (6.73 %) (9.09 %)

Income tax expense (benefit)

  (25,856 )   885     15,401  

nm

nm

Net income (loss) before noncontrolling interests (9,808 ) 41,883 74,285 nm 77.36 %
Less: Net loss from noncontrolling interests   -     -     (3,059 ) nm nm
Net income (loss) attributable to UnionBanCal Corporation (UNBC) $ (9,808 ) $ 41,883   $ 77,344   nm 84.67 %
 
 
Balance sheet (end of period):
Total assets $ 68,725,270 $ 85,598,128 $ 85,471,296 24.37 % (0.15 %)
Total loans 49,441,063 47,228,508 46,721,210 (5.50 %) (1.07 %)
Nonperforming assets 834,738 1,349,793 1,466,937 75.74 % 8.68 %
Total deposits 48,878,733 68,517,653 66,581,593 36.22 % (2.83 %)
Medium- and long-term debt 5,140,931 4,212,184 4,710,979 (8.36 %) 11.84 %
UNBC stockholder's equity 7,475,472 9,580,333 9,706,081 29.84 % 1.31 %
 
Balance sheet (period average):
Total assets $ 67,072,499 $ 81,964,956 $ 84,810,109 26.45 % 3.47 %
Total loans 49,789,046 47,871,715 46,847,523 (5.91 %) (2.14 %)
Earning assets 59,626,207 75,800,728 78,311,856 31.34 % 3.31 %
Total deposits 46,633,173 65,697,920 67,838,145 45.47 % 3.26 %
UNBC stockholder's equity 7,336,212 9,405,635 9,532,428 29.94 % 1.35 %
 
Financial ratios:
Return on average assets (2) (0.06 %) 0.20 % 0.37 %
Return on average UNBC stockholder's equity (2) (0.54 %) 1.77 % 3.29 %
Efficiency ratio (3) 65.69 % 66.36 % 64.98 %

Net interest margin (1)(2)

3.79 % 3.06 % 2.95 %
Tangible common equity ratio (4) 7.12 % 8.29 % 8.47 %
Tier 1 common capital ratio (5)(6) 8.72 % 11.80 % 11.96 %
Tier 1 risk-based capital ratio (6) 8.74 % 11.82 % 11.98 %
Total risk-based capital ratio (6) 11.59 % 14.54 % 14.70 %
Leverage ratio (6) 8.46 % 9.45 % 9.22 %
Allowance for loan losses to:
Total loans 1.76 % 2.87 % 3.01 %
Nonaccrual loans 107.41 % 103.03 % 99.06 %

Allowances for credit losses to (7):

Total loans 2.07 % 3.25 % 3.38 %
Nonaccrual loans 126.10 % 116.42 % 111.11 %
Net loans charged off to average total loans (2) 0.95 % 0.79 % 1.03 %

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

1.69 % 2.86 % 3.14 %
Nonperforming assets to total assets 1.21 % 1.58 % 1.72 %

Selected financial ratios excluding impact of privatization transaction (10):

From Net income (loss) attributable to UNBC:
Return on average assets (2) 0.07 % 0.28 % 0.44 %
Return on average stockholder's equity (2) 0.91 % 3.15 % 5.10 %
Efficiency ratio (3) 59.08 % 62.29 % 61.51 %
 
Refer to Exhibit 9 for footnote explanations.
 

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

Exhibit 2

         
For the Three Months Ended
March 31, December 31, March 31,
(Amounts in thousands) 2009 2009 2010
Interest Income (1)
Loans $ 604,067 $ 559,350 $ 541,651
Securities 103,281 144,982 143,659
Interest bearing deposits in banks 900 4,043 4,055
Federal funds sold and securities purchased under resale agreements 141 23 119
Trading account assets   158     434   860  
Total interest income   708,547     708,832   690,344  
 
Interest Expense
Deposits 105,038 101,703 85,562
Federal funds purchased and securities sold under repurchase agreements 53 24 37
Commercial paper 1,592 194 240
Other borrowed funds 11,477 613 1,202
Medium- and long-term debt 27,529 25,648 26,241
Trust notes   238     238   268  
Total interest expense   145,927     128,420   113,550  
 
Net Interest Income (1) 562,620 580,412 576,794
Provision for loan losses   249,000     191,000   170,000  
Net interest income after provision for loan losses   313,620     389,412   406,794  
 
Noninterest Income
Service charges on deposit accounts 71,322 72,711 66,140
Securities gains, net - 11,759 33,893
Trust and investment management fees 33,907 32,454 31,420
Trading account activities 22,692 24,134 21,093
Merchant banking fees 13,832 16,295 13,676
Card processing fees, net 7,536 8,293 8,620
Brokerage commissions and fees 8,307 8,160 8,528
Other   17,120     11,480   26,535  
Total noninterest income   174,716     185,286   209,905  
 
Noninterest Expense
Salaries and employee benefits 243,563 261,055 279,586
Net occupancy 41,921 38,793 43,380
Intangible asset amortization 40,887 40,101 31,793
Regulatory agencies 17,938 32,103 29,848
Outside services 18,834 25,288 22,785
Professional services 15,938 16,981 16,361
Equipment 15,413 16,383 15,811
Software 15,038 17,205 14,728
Foreclosed asset expense (income) 886 2,315 (198 )
(Reversal of) provision for losses on off-balance sheet commitments 26,000 4,000 (5,000 )
Privatization-related expense 26,819 4,981 5,153
Other   58,146     70,040   70,325  
Total noninterest expense   521,383     529,245   524,572  
 
Income (loss) before income taxes and noncontrolling interests (1) (33,047 ) 45,453 92,127
Taxable-equivalent adjustment 2,617 2,685 2,441
Income tax expense (benefit)   (25,856 )   885   15,401  
Net Income (Loss) before Noncontrolling Interests (9,808 ) 41,883 74,285
Less: Net loss from noncontrolling interests   -     -   (3,059 )
 
Net Income (Loss) attributable to UNBC $ (9,808 ) $ 41,883 $ 77,344  
     
Refer to Exhibit 9 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries

Consolidated Balance Sheets

Exhibit 3

           
(Unaudited) (Unaudited)
March 31, December 31, March 31,
(Dollars in thousands) 2009 2009 2010
Assets
Cash and due from banks

$

1,328,279

$

1,198,258

$

1,110,333

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

2,505,861

6,585,029

 

6,874,338

Federal funds sold and securities purchased under resale agreements   110,083     442,552     488,520  
Total cash and cash equivalents 3,944,223 8,225,839 8,473,191
Trading account assets:
Pledged as collateral 8,295 15,168 54,380
Held in portfolio 1,149,832 710,480 775,915
Securities available for sale:
Pledged as collateral 43,374 2,500 -
Held in portfolio 7,506,069 22,556,329 22,164,722

Securities held to maturity (Fair value: March 31, 2009, $959,137; December 31, 2009, $1,457,654; March 31, 2010, $1,500,746)

1,150,342 1,227,718 1,247,561

Loans (net of allowance for loan losses: March 31, 2009, $870,185; December 31, 2009, $1,357,000; March 31, 2010, $1,408,013)

48,570,878 45,871,508 45,313,197
Due from customers on acceptances 15,077 8,514 7,788
Premises and equipment, net 670,376 674,298 671,230
Intangible assets, net 672,568 561,040 529,247
Goodwill 2,369,326 2,369,326 2,369,326
Other assets (includes $297,736 at March 31, 2010 related to consolidated VIEs)   2,624,910     3,375,408     3,864,739  
Total assets $ 68,725,270   $ 85,598,128   $ 85,471,296  
 
Liabilities
Noninterest bearing $ 13,543,015 $ 14,558,989 $ 14,389,261
Interest bearing   35,335,718     53,958,664     52,192,332  
Total deposits 48,878,733 68,517,653 66,581,593
Federal funds purchased and securities sold under repurchase agreements 320,376 150,453 575,668
Commercial paper 749,381 888,541 799,106
Other borrowed funds 3,861,905 591,934 833,617
Trading account liabilities 965,105 538,894 736,813
Acceptances outstanding 15,077 8,514 7,788
Acceptances outstanding 1,304,423 1,096,095 1,224,440
Other liabilities (includes $1,675 at March 31, 2010 related to consolidated VIEs) 5,140,931 4,212,184 4,710,979
Junior subordinated debt payable to subsidiary grantor trust   13,867     13,527     13,444  
Total liabilities   61,249,798     76,017,795     75,483,448  
 
Equity
UNBC Stockholder's Equity:
Preferred stock:
Authorized 5,000,000 shares; no shares issued or outstanding - - -
Common stock, par value $1 per share:
Authorized 300,000,000 shares; 136,330,829 shares issued 136,331 136,331 136,331
Additional paid-in capital 3,195,023 5,195,023 5,195,023
Retained earnings 4,954,994 4,899,841 4,977,185
Accumulated other comprehensive loss   (810,876 )   (650,862 )   (602,458 )
Total UNBC stockholder's equity 7,475,472 9,580,333 9,706,081
Noncontrolling interests   -     -     281,767  
Total equity   7,475,472     9,580,333     9,987,848  
Total liabilities and equity $ 68,725,270   $ 85,598,128   $ 85,471,296  
         
Refer to Exhibit 9 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Loans and Allowance for Credit Losses (Unaudited)

Exhibit 4

                         
Percent Change to
Three Months Ended March 31, 2010 from
March 31, December 31, March 31, March 31,   December 31,
(Dollars in millions) 2009 2009 2010 2009 2009
 
Loans (period average)
Commercial, financial and industrial $ 18,498 $ 15,761 $ 14,955 (19.15 %) (5.11 %)
Construction 2,734 2,591 2,309 (15.54 %) (10.88 %)
Mortgage - Commercial 8,253 8,268 8,234 (0.23 %) (0.41 %)
Mortgage - Residential 15,919 16,670 16,781 5.41 % 0.67 %
Consumer 3,722 3,912 3,916 5.21 % 0.10 %
Lease financing   653     664     649   (0.61 %) (2.26 %)
 
Total loans held for investment 49,779 47,866 46,844 (5.90 %) (2.14 %)
Total loans held for sale   10     6     4   (60.00 %) (33.33 %)
 
Total loans $ 49,789   $ 47,872   $ 46,848   (5.91 %) (2.14 %)
 
Nonperforming Assets (period end)
Nonaccrual loans:
Commercial, financial and industrial $ 347 $ 336 $ 251 (27.67 %) (25.30 %)
Construction 218 335 412 88.99 % 22.99 %
Mortgage - Commercial 125 414 501 nm 21.01 %
Mortgage - Residential 102 194 217 nm 11.86 %
Consumer 18 21 24 33.33 % 14.29 %
Restructured - nonaccrual - 17 16 nm (5.88 %)
     
Total nonaccrual loans 810 1,317 1,421 75.43 % 7.90 %
 
Restructured loans - nonperforming 3 - - (100.00 %) -
Foreclosed assets   22     33     45   nm 36.36 %
 
Total nonperforming assets $ 835   $ 1,350   $ 1,466   75.57 % 8.59 %

Loans 90 days or more past due and still accruing

$ 24 $ 5 $ 15 (37.50 %) nm
Restructured loans that are still accruing $ -   $ 4   $ 7   nm 75.00 %
 
Analysis of Allowances for Credit Losses
Beginning balance $ 738 $ 1,261 $ 1,357
 
Provision for loan losses 249 191 170
 
Loans charged off:
Commercial, financial and industrial (96 ) (46 ) (67 )
Construction (2 ) (31 ) (17 )
Mortgage - Commercial (4 ) (19 ) (32 )
Mortgage - Residential (6 ) (11 ) (10 )
Consumer   (10 )   (10 )   (10 )
Total loans charged off   (118 )   (117 )   (136 )
 
Loans recovered:
Commercial, financial and industrial 1 21 13
Construction 1 1 2
Consumer   -     -     1  
Total loans recovered   2     22     16  
Net loans recovered (charged off)   (116 )   (95 )   (120 )
 
Adjustment for impaired loans related to privatization (1 ) - -
Foreign translation adjustment   -     -     1  
Ending balance of allowance for loan losses 870 1,357 1,408

Allowance for off-balance sheet commitment losses

  151     176     171  

 

 

 

 

Allowances for credit losses $ 1,021   $ 1,533   $ 1,579  
               
Refer to Exhibit 9 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 5

                 
For the Three Months Ended
March 31, 2009 March 31, 2010
  Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in thousands) Balance Expense (1)

Rate (1)(2)

    Balance Expense (1) Rate (1)(2)  
Assets
Loans: (8)
Commercial, financial and industrial $ 18,503,965 $ 193,787 4.25 % $ 14,954,956 $ 161,889 4.39 %
Construction 2,733,630 19,261 2.86 2,308,856 16,890 2.97
Residential mortgage 15,923,191 234,438 5.89 16,784,420 227,489 5.42
Commercial mortgage 8,253,324 102,389 4.96 8,234,255 86,393 4.20
Consumer 3,722,252 46,539 5.07 3,915,724 42,809 4.43
Lease financing   652,684     7,653 4.69   649,312     6,181 3.81
Total loans 49,789,046 604,067 4.88 46,847,523 541,651 4.65
Securities - taxable 8,319,754 102,256 4.92 23,504,338 142,774 2.43
Securities - tax-exempt 50,417 1,025 8.13 42,327 885 8.37
Interest bearing deposits in banks 4,220 900 0.48 6,596,843 4,055 0.25

Federal funds sold and securities purchased under resale agreements

196,567 141 0.29 461,098 119 0.10
Trading account assets   1,266,203     158 0.05   859,727     860 0.41
Total earning assets 59,626,207   708,547 4.78 78,311,856   690,344 3.54
Allowance for loan losses (708,736 ) (1,407,252 )
Cash and due from banks 2,142,198 1,205,261
Premises and equipment, net 674,021 673,907
Other assets   5,338,809     6,026,337  
Total assets $ 67,072,499   $ 84,810,109  
Liabilities
Deposits:
Transaction accounts $ 22,497,062 61,097 1.10 $ 39,861,094 63,079 0.64
Savings and consumer time 4,367,945 15,939 1.48 5,971,776 11,945 0.81
Large time   7,232,767     28,002 1.57   7,621,415     10,538 0.56
Total interest bearing deposits   34,097,774     105,038 1.25   53,454,285     85,562 0.65

Federal funds purchased and securities sold under repurchase agreements

251,946 53 0.09 205,765 37 0.07
Commercial paper 721,416 1,592 0.89 576,429 240 0.17
Other borrowed funds (9) 5,083,086 11,477 0.92 713,687 1,202 0.68
Medium- and long-term debt 4,743,352 27,529 2.35 4,560,180 26,241 2.33
Trust notes   13,922     238 6.84   13,475     268 7.95
Total borrowed funds   10,813,722     40,889 1.53   6,069,536     27,988 1.87
Total interest bearing liabilities 44,911,496   145,927 1.32 59,523,821   113,550 0.77
Noninterest bearing deposits 12,535,399 14,383,860
Other liabilities   2,289,392     1,276,119  
Total liabilities 59,736,287 75,183,800
Equity
UNBC Stockholder's equity 7,336,212 9,532,428
Noncontrolling interests   -     93,881  
Total equity   7,336,212     9,626,309  
Total liabilities and equity $ 67,072,499   $ 84,810,109  
Reported Net Interest Income/Margin

Net interest income/margin (taxable-equivalent basis)

562,620 3.79 % 576,794 2.95 %
Less: taxable-equivalent adjustment   2,617   2,441
Net interest income $ 560,003 $ 574,353
       
Refer to Exhibit 9 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 6

                 
For the Three Months Ended
December 31, 2009 March 31, 2010
  Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in thousands) Balance Expense (1) Rate (1)(2)     Balance Expense (1) Rate (1)(2)  
Assets
Loans: (8)
Commercial, financial and industrial $ 15,761,679 $ 175,967 4.43 % $ 14,954,956 $ 161,889 4.39 %
Construction 2,591,025 19,556 2.99 2,308,856 16,890 2.97
Residential mortgage 16,675,231 229,979 5.52 16,784,420 227,489 5.42
Commercial mortgage 8,268,335 87,166 4.22 8,234,255 86,393 4.20
Consumer 3,911,899 44,100 4.47 3,915,724 42,809 4.43
Lease financing   663,546     2,582 1.56   649,312     6,181 3.81
Total loans 47,871,715 559,350 4.66 46,847,523 541,651 4.65
Securities - taxable 20,186,074 143,992 2.85 23,504,338 142,774 2.43
Securities - tax-exempt 44,780 990 8.85 42,327 885 8.37
Interest bearing deposits in banks 6,662,211 4,043 0.24 6,596,843 4,055 0.25

Federal funds sold and securities purchased under resale agreements

144,599 23 0.06 461,098 119 0.10
Trading account assets   891,349     434 0.19   859,727     860 0.41
Total earning assets 75,800,728   708,832 3.73 78,311,856   690,344 3.54
Allowance for loan losses (1,237,014 ) (1,407,252 )
Cash and due from banks 1,257,857 1,205,261
Premises and equipment, net 673,721 673,907
Other assets   5,469,664     6,026,337  
Total assets $ 81,964,956   $ 84,810,109  
Liabilities
Deposits:
Transaction accounts $ 37,759,339 74,193 0.78 $ 39,861,094 63,079 0.64
Savings and consumer time 5,280,596 14,422 1.08 5,971,776 11,945 0.81
Large time   7,867,984     13,088 0.66   7,621,415     10,538 0.56
Total interest bearing deposits   50,907,919     101,703 0.79   53,454,285     85,562 0.65

Federal funds purchased and securities sold under repurchase agreements

137,133 24 0.07 205,765 37 0.07
Commercial paper 386,067 194 0.20 576,429 240 0.17
Other borrowed funds (9) 313,747 613 0.78 713,687 1,202 0.68
Medium- and long-term debt 4,481,900 25,648 2.27 4,560,180 26,241 2.33
Trust notes   13,582     238 7.02   13,475     268 7.95
Total borrowed funds   5,332,429     26,717 1.99   6,069,536     27,988 1.87
Total interest bearing liabilities 56,240,348   128,420 0.91 59,523,821   113,550 0.77
Noninterest bearing deposits 14,790,001 14,383,860
Other liabilities   1,528,972     1,276,119  
Total liabilities 72,559,321 75,183,800
Equity
UNBC Stockholder's equity 9,405,635 9,532,428
Noncontrolling interests   -     93,881  
Total equity   9,405,635     9,626,309  
Total liabilities and equity $ 81,964,956   $ 84,810,109  
Reported Net Interest Income/Margin

Net interest income/margin (taxable-equivalent basis)

580,412 3.06 % 576,794 2.95 %
Less: taxable-equivalent adjustment   2,685   2,441
Net interest income $ 577,727 $ 574,353
       
Refer to Exhibit 9 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
Noninterest income (Unaudited)

Exhibit 7

         
Percentage Change to
For the Three Months Ended March 31, 2010 from
March 31, December 31, March 31, March 31,   December 31,
(Dollars in thousands) 2009 2009 2010 2009   2009
Service charges on deposit accounts $ 71,322 $ 72,711 $ 66,140 (7.27 ) % (9.04 ) %
Securities gains, net - 11,759 33,893 nm nm
Trust and investment management fees 33,907 32,454 31,420 (7.33 ) (3.19 )
Trading account activities 22,692 24,134 21,093 (7.05 ) (12.60 )
Merchant banking fees 13,832 16,295 13,676 (1.13 ) (16.07 )
Card processing fees, net 7,536 8,293 8,620 14.38 3.94
Brokerage commissions and fees 8,307 8,160 8,528 2.66 4.51
Losses on private capital investments, net (2,121 ) (9,519 ) (192 ) (90.95 ) (97.98 )
Other   19,241     20,999     26,727   38.91 27.28
Total noninterest income $ 174,716   $ 185,286   $ 209,905   20.14 % 13.29 %
 
 
Noninterest expense (Unaudited)
 
Percentage Change to

For the Three Months Ended

March 31, 2010 from

March 31, December 31, March 31, March 31, December 31,
(Dollars in thousands) 2009 2009 2010 2009 2009
Salaries and other compensation $ 188,223 $ 220,789 $ 224,400 19.22 % 1.64 %
Employee benefits   55,340     40,266     55,186   (0.28 ) 37.05
Salaries and employee benefits 243,563 261,055 279,586 14.79 7.10
Net occupancy 41,921 38,793 43,380 3.48 11.82
Intangible asset amortization 40,887 40,101 31,793 (22.24 ) (20.72 )
Regulatory agencies 17,938 32,103 29,848 66.40 (7.02 )
Outside services 18,834 25,288 22,785 20.98 (9.90 )
Professional services 15,938 16,981 16,361 2.65 (3.65 )
Equipment 15,413 16,383 15,811 2.58 (3.49 )
Software 15,038 17,205 14,728 (2.06 ) (14.40 )
Low income housing credit investment amortization 10,166 14,825 13,526 33.05 (8.76 )
Advertising and public relations 10,621 13,354 10,165 (4.29 ) (23.88 )
Communications 8,718 9,556 9,529 9.30 (0.28 )
Data processing 8,575 8,658 8,110 (5.42 ) (6.33 )
Foreclosed asset expense (income) 886 2,315 (198 ) nm nm

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

26,000 4,000 (5,000 ) nm nm
Expenses related to consolidated VIEs - - 5,039 nm nm
Privatization-related expense 26,819 4,981 5,153 (80.79 ) 3.45
Other   20,066     23,647     23,956   19.39 1.31
Total noninterest expense $ 521,383   $ 529,245   $ 524,572   0.61 % (0.88 ) %
     
Refer to Exhibit 9 for footnote explanations.
 

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

Exhibit 8

     

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
(Dollars in thousands) March 31, 2009 December 31, 2009 March 31, 2010
 
Net income (loss) attributable to UNBC $ (9,808 ) $ 41,883 $ 77,344
Privatization-related expense, net of tax 16,360 2,993 3,128

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

  4,518     10,556     9,016  

Net income attributable to UNBC, excluding impact of privatization transaction

$ 11,070   $ 55,432   $ 89,488  
 
Average total assets $ 67,072,499 $ 81,964,956 $ 84,810,109
Net adjustments related to privatization transaction   2,621,275     2,569,276     2,547,358  
Average total assets, excluding impact of privatization transaction $ 64,451,224   $ 79,395,680   $ 82,262,751  
 
Return on average assets (2) (0.06 %) 0.20 % 0.37 %
Effect of privatization transaction   0.13 %   0.08 %   0.07 %

Return on average assets, excluding impact of privatization transaction

  0.07 %   0.28 %   0.44 %
 
Average UNBC stockholder's equity (2) $ 7,336,212 $ 9,405,635 $ 9,532,428
Net adjustments related to privatization transaction   2,416,165     2,416,677     2,412,648  
Average UNBC stockholder's equity, excluding impact of privatization transaction $ 4,920,047   $ 6,988,958   $ 7,119,780  
 
Return on average UNBC stockholder's equity (0.54 %) 1.77 % 3.29 %
Effect of privatization transaction   1.45 %   1.38 %   1.81 %
Return on average UNBC stockholder's equity, excluding impact of privatization transaction   0.91 %   3.15 %   5.10 %
 
Noninterest expense $ 521,383 $ 529,245 $ 524,572
Privatization-related expense 26,819 4,981 5,153
Amortization related to fair value adjustments   42,542     39,743     33,740  
Noninterest expense, excluding impact of privatization transaction $ 452,022   $ 484,521   $ 485,679  
 
Total revenue $ 737,336 $ 765,698 $ 786,699
Accretion related to fair value adjustments   34,977     21,799     18,889  
Total revenue, excluding impact of privatization transaction $ 702,359   $ 743,899   $ 767,810  
 
Efficiency ratio (3) 65.69 % 66.36 % 64.98 %
Effect of privatization transaction   (6.61 %)   (4.07 %)   (3.47 %)
Efficiency ratio, excluding impact of privatization transaction   59.08 %   62.29 %   61.51 %
 
Refer to Exhibit 9 for footnote explanations.
 

UnionBanCal Corporation and Subsidiaries
   
Footnotes
       
 
(1) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2) Annualized.
(3)

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

(4)

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.

(5)

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.

(6) Estimated as of March 31, 2010.
(7) The allowance for credit losses ratios include the allowances for loan losses and losses on off-balance sheet commitments.
(8)

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.

(9) Includes interest bearing trading liabilities.
(10)

These ratios exclude the impact of the privatization transaction. Please refer to Exhibit 8 for a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and these non-GAAP measures.

nm = not meaningful

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

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