0001157523-12-000345.txt : 20120127 0001157523-12-000345.hdr.sgml : 20120127 20120127124519 ACCESSION NUMBER: 0001157523-12-000345 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20120127 ITEM INFORMATION: Results of Operations and Financial Condition ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20120127 DATE AS OF CHANGE: 20120127 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: 12550726 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 a50147835.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: January 27, 2012


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 January 27, 2012, UnionBanCal Corporation (the “Company”) issued a press release announcing its results of operations and financial condition for the quarter and year ended December 31, 2011, a copy of which is furnished herewith as Exhibit 99.1. The Company will report complete financial statements and additional analyses for the year ended December 31, 2011, as part of its Annual Report on Form 10-K.

Item 9.01  Financial Statements and Exhibits

(c)  Exhibits:

Exhibit No.

Description

99.1

Press release dated January 27, 2012.


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:

January 27, 2012

 
 

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 January 27, 2012.

EX-99.1 2 a50147835ex99_1.htm EXHIBIT 99.1

Exhibit 99.1

UnionBanCal Corporation Reports Fourth Quarter Net Income of $129 Million

Fourth Quarter Highlights:

  • Net income was $129 million, down from $172 million for both the prior quarter and the year-ago quarter.
  • Total loans held for investment, excluding FDIC covered loans, at December 31, 2011, were up 5 percent compared with September 30, 2011, and up 13 percent compared with December 31, 2010.
  • Total provision for credit losses was $9 million, compared with a benefit of $13 million for the prior quarter, and a benefit of $42 million for the prior-year quarter. However, key asset quality metrics strengthened in fourth quarter. Excluding FDIC covered assets:
    • Nonperforming assets at quarter-end were $618 million, or 0.70 percent of total assets, down from $690 million, or 0.83 percent of total assets, prior quarter.
    • Allowance for credit losses to nonaccrual loans was 149 percent at quarter-end, up from 132 percent prior quarter.
    • Net charge-off ratio was 0.21 percent annualized, down from 0.36 percent annualized prior quarter.
  • Tangible common equity ratio was 10.20 percent at December 31, 2011, compared with 10.10 percent at September 30, 2011.

Full Year Highlights:

  • Net income was $778 million, up from $573 million prior year.
  • Total provision for credit losses was a benefit of $231 million, down from a total provision of $168 million prior year.
  • Tangible common equity ratio increased 53 basis points to 10.20 percent at December 31, 2011, compared with 9.67 percent at December 31, 2010.

SAN FRANCISCO--(BUSINESS WIRE)--January 27, 2012--UnionBanCal Corporation (the Company or UB), parent company of San Francisco-based Union Bank, N.A., today reported fourth quarter 2011 results. Net income for fourth quarter was $129 million, down from $172 million for both the prior quarter and the year-ago quarter. The decline in net income compared with the prior quarter was primarily due to higher provision for credit losses as loan growth accelerated and higher noninterest expense.

Effective October 1, 2011, The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) transferred its trust company, The Bank of Tokyo-Mitsubishi UFJ Trust Company (BTMUT), to the Company. This transaction increased assets by over $900 million and Tier 1 common capital by over $700 million.


Summary of Fourth Quarter Results

Fourth Quarter Total Revenue and Net Interest Income

For fourth quarter 2011, total revenue (net interest income plus noninterest income) was $791 million, flat compared with the prior quarter. Net interest income increased 6 percent, and noninterest income decreased 18 percent. The net interest margin was 3.29 percent.

Net interest income for fourth quarter 2011 was $640 million, up $34 million, or 6 percent, compared with third quarter 2011. The increase in net interest income was primarily due to growth in average earning assets, particularly securities and total loans (excluding FDIC covered loans). The net interest margin declined 2 basis points compared with third quarter 2011, primarily due to lower yields on securities, partially offset by a decline in low-yielding interest bearing deposits in banks.

Average total loans, excluding FDIC covered loans, increased $2.3 billion, or 5 percent, primarily due to growth in commercial and industrial loans, commercial mortgage loans and residential mortgage loans. Average FDIC covered loans decreased $152 million, or 13 percent, due to expected runoff of the portfolio. Average noninterest bearing deposits increased $1.3 billion, or 7 percent, primarily due to growth in commercial deposits. Average interest bearing deposits increased $2 billion, or 5 percent, primarily reflecting growth in money market accounts and time deposits.

Compared with fourth quarter 2010, total revenue decreased 10 percent, with net interest income up 1 percent and noninterest income down 40 percent. Average total loans, excluding FDIC covered loans, increased $5 billion, or 11 percent, primarily due to growth in commercial and industrial loans, commercial mortgage loans and residential mortgage loans. Average FDIC covered loans decreased $597 million, or 37 percent, due to expected runoff of the portfolio. Average noninterest bearing deposits increased $3.4 billion, or 21 percent. Average interest bearing deposits decreased $2.3 billion, or 5 percent, primarily due to planned deposit runoff resulting from targeted rate reductions. Net interest income increased $9 million compared with the year-ago quarter, primarily due to overall loan growth, largely offset by a decrease in the net interest margin. The net interest margin declined 24 basis points from the year-ago quarter, primarily due to declining yields on loans (excluding FDIC covered loans) and securities, and a higher level of low-yielding interest bearing deposits in banks.

Fourth Quarter Noninterest Income and Noninterest Expense

For fourth quarter 2011, noninterest income was $151 million, down $34 million, or 18 percent, compared with prior quarter. The decrease was primarily due to lower card processing fees, net, which declined due to lower per-transaction fees charged; lower merchant banking fees, which declined due to fewer transactions completed; and lower other noninterest income. Other noninterest income decreased primarily due to a loss on the sale of private capital investments in fourth quarter 2011 and accretion adjustments to the indemnification asset associated with FDIC covered loans.

Noninterest income decreased $100 million, or 40 percent, compared with fourth quarter 2010, primarily due to lower gains on the sale of securities and lower other noninterest income. Other noninterest income declined primarily due to a loss on the sale of private capital investments and an accretion adjustment to the indemnification asset associated with FDIC covered loans, both recorded in fourth quarter 2011.

Noninterest expense for fourth quarter 2011 was $619 million, up $16 million, or 3 percent, compared with third quarter 2011. Intangible asset amortization expense increased $7 million, primarily due to a write-off of intangible assets associated with the privatization of the Company in 2008. The provision for losses on off-balance sheet commitments was $2 million, compared with zero in third quarter 2011.


Noninterest expense for fourth quarter 2011 decreased $82 million, or 12 percent, compared with fourth quarter 2010. The decrease was primarily due to lower regulatory assessments expenses, which resulted from a reduction in assessments for deposit insurance, and lower other noninterest expense. Other noninterest expense declined primarily due to certain reserves for contingencies and an asset impairment charge, all recorded in fourth quarter 2010. The provision for losses on off-balance sheet commitments was $2 million, compared with a benefit of $2 million in fourth quarter 2010.

Taxes

The effective tax rate for fourth quarter 2011 was 24.7 percent, compared with an effective tax rate of 17.0 percent for third quarter 2011. The increase in the effective tax rate was primarily due to non-recurring income tax benefits recorded in third quarter related to a change in estimate to the valuation of FDIC covered assets.

Full Year 2011 Results

For full year 2011, net income was $778 million, compared with net income of $573 million for full year 2010. The $205 million increase in net income was primarily due to the after-tax effect of a $399 million decrease in total provision for credit losses.

Total revenue for full year 2011 was $3.3 billion, a decrease of $53 million, or 2 percent, compared with 2010. Net interest income increased $54 million, or 2 percent. Noninterest income decreased $107 million, or 12 percent, primarily due to lower gains on the sale of securities and accretion adjustments to the indemnification asset associated with FDIC covered loans. Noninterest expense increased $43 million, or 2 percent, primarily due to a $155 million increase in salaries and employee benefits expense. The increase in salaries and employee benefits expense was partially offset by a $57 million decrease in other noninterest expense, primarily due to certain reserves for contingencies and an asset impairment charge, all recorded in 2010, and a $47 million decrease in regulatory assessments expense, primarily due to a reduction in assessments for deposit insurance.

Balance Sheet

At December 31, 2011, the Company had total assets of $89.7 billion, up $5.7 billion, or 7 percent, compared with September 30, 2011, and up $10.6 billion, or 13 percent, compared with December 31, 2010.

At December 31, 2011, total deposits were $64.4 billion, up $4 billion, or 7 percent, compared with September 30, 2011, and up $4.5 billion, or 7 percent, compared with December 31, 2010. Core deposits at December 31, 2011, were $52.8 billion, up $2.1 billion, or 4 percent, compared with September 30, 2011, and up $2.7 billion, or 5 percent, compared with December 31, 2010. At December 31, 2011, the Company’s loan-to-deposit ratio was 83 percent, down from 84 percent at September 30, 2011, due to deposits growing faster than loans, and up from 80 percent at December 31, 2010, due to a combination of loan growth and deposit growth.

Credit Quality

The total provision for credit losses was $9 million for fourth quarter 2011, compared with a benefit of $13 million for third quarter 2011, primarily due to organic growth in the existing loan portfolio. Nonperforming assets, excluding FDIC covered assets, decreased $72 million, or 10 percent, compared with prior quarter, primarily due to loan repayments and charge-offs. Net charge-offs decreased $16 million, or 36 percent, compared with third quarter 2011, primarily due to lower commercial loan charge-offs and higher commercial mortgage loan recoveries.


Excluding FDIC covered assets, nonperforming assets were $618 million, or 0.70 percent of total assets, at December 31, 2011, compared with $690 million, or 0.83 percent of total assets, at September 30, 2011, and $890 million, or 1.15 percent of total assets, at December 31, 2010.

Excluding FDIC covered assets, net charge-offs for fourth quarter 2011 were $29 million, down from $43 million for third quarter 2011. Excluding FDIC covered assets, net charge-offs to average total loans for fourth quarter 2011 were 0.21 percent annualized, down from 0.36 percent annualized for third quarter 2011. For fourth quarter 2010, excluding FDIC covered assets, net charge-offs were $64 million, or 0.54 percent annualized of average total loans.

The total provision for credit losses is comprised of the provision for loan losses and the provision for losses on off-balance sheet commitments, which is classified in noninterest expense. In fourth quarter 2011, the provision for loan losses was $7 million and the provision for losses on off-balance sheet commitments was $2 million.

The allowance for credit losses as a percent of total loans, excluding FDIC covered loans, was 1.67 percent at December 31, 2011, compared with 1.77 percent at September 30, 2011, and 2.85 percent at December 31, 2010. The allowance for credit losses as a percent of nonaccrual loans, excluding FDIC covered loans, was 149 percent at December 31, 2011, compared with 132 percent at September 30, 2011, and 156 percent at December 31, 2010.

Capital

Total stockholder’s equity was $11.6 billion and tangible common equity was $8.9 billion at December 31, 2011. The Company’s tangible common equity ratio was 10.20 percent at December 31, 2011, up 10 basis points from 10.10 percent at September 30, 2011, and up 53 basis points from 9.67 percent at December 31, 2010. The preliminary Basel I Tier 1 and Tier 1 common capital ratios at December 31, 2011, were in excess of 13 percent. Additionally, the preliminary Basel I Total risk-based capital ratio at December 31, 2011, was in excess of 15 percent.

Non-GAAP Financial Measures

This press release contains certain references to financial measures identified as excluding privatization transaction impact, foreclosed asset expense, (reversal of) provision for losses on off-balance sheet commitments, productivity initiative costs, low income housing credit investment amortization expense, expenses of the consolidated variable interest entities, merger costs related to acquisitions, or asset impairment charges, 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 or credits. This press release identifies the specific items excluded from the comparable GAAP financial measure in the calculation of each non-GAAP financial measure. 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. This press release also includes additional capital ratios (the tangible common equity and Basel I Tier 1 common capital ratios) 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. 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 $89.7 billion at December 31, 2011. Its primary subsidiary, Union Bank, N.A., is a full-service commercial bank providing an array of financial services to individuals, small businesses, middle-market companies, and major corporations. The bank operated 414 branches in California, Washington, Oregon, Texas and New York, as well as two international offices, on December 31, 2011. 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 December 31, 2011 from
December 31, September 30, June 30, March 31, December 31, September 30, December 31,
(Dollars in millions) 2011   2011 2011 2011 2010 2011     2010
Results of operations:
Net interest income $ 640 $ 606 $ 614 $ 618 $ 631 6 % 1 %
Noninterest income   151   185     240     240     251   (18 ) (40 )
Total revenue 791 791 854 858 882 - (10 )
Noninterest expense   619     603     578     615     701   3 (12 )
Pre-tax, pre-provision income 172 188 276 243 181 (9 ) (5 )
(Reversal of) provision for loan losses   7     (13 )   (94 )   (102 )   (40 ) (154 ) nm

Income before income taxes and including noncontrolling interests

165 201 370 345 221 (18 ) (25 )
Income tax expense   40     33     131     114     58   21 (31 )
Net income including noncontrolling interests 125 168 239 231 163 (26 ) (23 )
Deduct: Net loss from noncontrolling interests   4     4     3     4     9   - (56 )
Net income attributable to
UnionBanCal Corporation (UNBC) $ 129   $ 172   $ 242   $ 235   $ 172   (25 ) (25 )
 
Balance sheet (end of period):
Total assets $ 89,676 $ 84,013 $ 80,093 $ 80,642 $ 79,097 7 13
Total securities 24,106 20,962 19,430 21,673 22,114 15 9
Total loans held for investment 53,540 50,998 48,967 48,105 48,094 5 11
Core deposits (3) 52,840 50,720 48,156 49,433 50,100 4 5
Total deposits 64,420 60,454 57,181 58,677 59,954 7 7
Long-term debt 6,684 7,064 7,069 6,078 5,598 (5 ) 19
UNBC stockholder's equity 11,562 10,900 10,667 10,355 10,125 6 14
 
Balance sheet (period average):
Total assets $ 87,079 $ 82,197 $ 80,334 $ 80,056 $ 80,182 6 9
Total securities 22,721 19,145 20,543 21,601 21,560 19 5
Total loans held for investment 52,365 50,214 48,849 48,283 47,952 4 9
Earning assets 78,007 73,303 71,709 71,351 71,517 6 9
Total deposits 62,848 59,580 58,333 59,471 61,728 5 2
UNBC stockholder's equity 11,646 10,708 10,366 10,167 10,034 9 16
 
Performance ratios:
Return on average assets (2) 0.59 % 0.83 % 1.21 % 1.19 % 0.85 %
Return on average UNBC stockholder's equity (2) 4.39 6.36 9.36 9.38 6.81

Return on average assets excluding the impact of privatization transaction (2)

0.65 0.90 1.28 1.24 0.92

Return on average stockholder's equity excluding the impact of privatization transaction (2)

5.97 8.65 12.45 12.41 9.32
Efficiency ratio (4) 78.27 76.21 67.77 71.62 79.52
Core Efficiency ratio (4) 69.12 66.12 63.17 67.04 68.83
Net interest margin (1) (2) 3.29 3.31 3.44 3.49 3.53
 
Capital ratios:
Tier 1 risk-based capital ratio (7) 13.83 % 13.09 % 13.08 % 12.84 % 12.44 %
Total risk-based capital ratio (7) 15.99 15.41 15.41 15.41 15.01
Leverage ratio (7) 11.44 10.96 10.96 10.66 10.34
Tier 1 common capital ratio (6) (7) 13.83 13.09 13.08 12.84 12.42
Tangible common equity ratio (5) 10.20 10.10 10.29 9.80 9.67
 
Refer to Exhibit 13 for footnote explanations.
 

         

UnionBanCal Corporation and Subsidiaries

Financial Highlights (Unaudited)

Exhibit 2

 
As of and for the Years Ended

Percent Change to
December 31, 2011 from

December 31, December 31, December 31,
(Dollars in millions)

2011 (1)

2010 (1)

2010
Results of operations:
Net interest income $ 2,478 $ 2,424 2 %
Noninterest income   816     923   (12 )
Total revenue 3,294 3,347 (2 )
Noninterest expense   2,415     2,372   2
Pre-tax, pre-provision income 879 975 (10 )
(Reversal of) provision for loan losses   (202 )   182   nm

Income before income taxes and including noncontrolling interests

1,081 793 36
Income tax expense   318     239   33
Net income including noncontrolling interests 763 554 38
Deduct: Net loss from noncontrolling interests   15     19   (21 )
Net income attributable to UNBC $ 778   $ 573   36
 
Balance sheet (end of period):
Total assets $ 89,676 $ 79,097 13
Total securities 24,106 22,114 9
Total loans held for investment 53,540 48,094 11
Core deposits (3) 52,840 50,100 5
Total deposits 64,420 59,954 7
Long-term debt 6,684 5,598 19
UNBC stockholder's equity 11,562 10,125 14
 
Balance sheet (period average):
Total assets $ 82,435 $ 83,176 (1 )
Total securities 21,001 22,664 (7 )
Total loans held for investment 49,939 47,687 5
Total earning assets 73,610 75,028 (2 )
Total deposits 60,066 65,604 (8 )
UNBC stockholder's equity 10,726 9,780 10
 
Performance ratios:
Return on average assets 0.94 % 0.69 %
Return on average UNBC stockholder's equity 7.25 5.86

Return on average assets excluding the impact of privatization transaction

1.01 0.76

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

9.67 8.27
Efficiency ratio (4) 73.32 70.89
Core efficiency ratio (4) 66.31 63.57
Net interest margin (1) 3.38 3.24
 
Capital ratios:
Tier 1 risk-based capital ratio (7) 13.83 % 12.44 %
Total risk-based capital ratio (7) 15.99 15.01
Leverage ratio (7) 11.44 10.34
Tier 1 common capital ratio (6) (7) 13.83 12.42
Tangible common equity ratio (5) 10.20 9.67
 
Refer to Exhibit 13 for footnote explanations.
 

                 
UnionBanCal Corporation and Subsidiaries
Credit Quality (Unaudited)

Exhibit 3

 
Percent Change to
As of and for the Three Months Ended December 31, 2011 from
December 31, September 30, June 30, March 31, December 31, September 30, December 31,
(Dollars in millions) 2011 2011 2011 2011 2010 2011     2010
 
Credit Data:
(Reversal of) provision for loan losses, excluding FDIC covered loans $ 7 $ (13 ) $ (92 ) $ (102 ) $ (48 ) (154 ) % nm %
(Reversal of ) provision for FDIC covered loan losses not subject to FDIC indemnification - - (2 ) - 8 - (100 )
(Reversal of) provision for losses on off-balance sheet commitments   2     -     (18 )   (13 )   (2 ) 100 (200 )
Total (reversal of) provision for credit losses $ 9   $ (13 ) $ (112 ) $ (115 ) $ (42 ) (169 ) nm
Net loans charged off $ 28 $ 44 $ 111 $ 53 $ 64 (36 ) (56 )
Nonperforming assets 782 870 865 1,032 1,142 (10 ) (32 )
 
Credit Ratios:
Allowance for loan losses to:
Total loans held for investment 1.43 % 1.51 % 1.69 % 2.15 % 2.48 %
Nonaccrual loans 119.58 105.97 114.05 118.50 123.40
Allowance for credit losses to (8) :
Total loans held for investment 1.68 1.76 1.96 2.46 2.81
Nonaccrual loans 140.46 124.09 132.19 135.61 140.23
Net loans charged off to average total loans held for investment (2) 0.21 0.35 0.91 0.44 0.52

Nonperforming assets to total loans held for investment and Other Real Estate Owned (OREO)

1.46 1.70 1.76 2.14 2.37
Nonperforming assets to total assets 0.87 1.04 1.08 1.28 1.44
Nonaccrual loans to total loans held for investment 1.19 1.42 1.48 1.81 2.01
 
Excluding FDIC covered assets (12):
Allowance for loan losses to:
Total loans held for investment 1.42 % 1.51 % 1.70 % 2.17 % 2.50 %
Nonaccrual loans 126.26 112.28 124.09 129.10 137.32
Allowance for credit losses to (8) :
Total loans held for investment 1.67 1.77 1.97 2.48 2.85
Nonaccrual loans 148.80 131.92 144.23 148.17 156.44
Net loans charged off to average total loans held for investment (2) 0.21 0.36 0.92 0.46 0.54

Nonperforming assets to total loans held for investment and OREO

1.17 1.38 1.42 1.74 1.91
Nonperforming assets to total assets 0.70 0.83 0.86 1.03 1.15
Nonaccrual loans to total loans held for investment 1.12 1.34 1.37 1.68 1.82
 
 

 

Percent Change to

As of and for the Years Ended

December 31, 2011 from
December 31, December 31, December 31,
(Dollars in millions) 2011 2010 2010
 
Credit Data:
(Reversal of) provision for loan losses, excluding FDIC covered loans $ (200 ) $ 174

 

nm

%

 

(Reversal of) provision for FDIC covered loan losses not subject to FDIC indemnification (2 ) 8

 

(125

)

(Reversal of) provision for losses on off-balance sheet commitments   (29 )   (14 )

 

(107

)

Total (reversal of) provision for credit losses $ (231 ) $ 168  

 

nm

Net loans charged off $ 236 $ 366

 

(36

)

Nonperforming assets 782 1,142

 

(32

)

 
Credit Ratios:
Net loans charged off to average total loans held for investment 0.47 % 0.77 %
Nonperforming assets to total assets 0.87 1.44
 
Excluding FDIC covered assets (12):
Net loans charged off to average total loans held for investment 0.48 % 0.79 %
Nonperforming assets to total assets 0.70 1.15
 
Refer to Exhibit 13 for footnote explanations.
 

                   
UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)

Exhibit 4

 
For the Three Months Ended
December 31, September 30, June 30, March 31, December 31,
(Dollars in millions) 2011 2011 2011 2011 2010
Interest Income
Loans $ 603 $ 576 $ 565 $ 559 $ 576
Securities 134 123 138 143 137
Other   2     3     2     1     1  
Total interest income   739     702     705     703     714  
 
Interest Expense
Deposits 57 53 53 53 56
Commercial paper and other short-term borrowings 1 2 2 1 -
Long-term debt   41     41     36     31     27  
Total interest expense   99     96     91     85     83  
 
Net Interest Income 640 606 614 618 631
(Reversal of) provision for loan losses   7     (13 )   (94 )   (102 )   (40 )
Net interest income after (reversal of) provision for loan losses   633     619     708     720     671  
 
Noninterest Income
Service charges on deposit accounts 58 57 56 57 58
Trust and investment management fees 31 33 34 34 34
Trading account activities 38 27 28 33 33
Merchant banking fees 22 27 29 19 28
Securities gains, net - 1 29 28 33
Brokerage commissions and fees 10 12 12 13 10
Card processing fees, net 4 11 12 10 10
Other   (12 )   17     40     46     45  
Total noninterest income   151     185     240     240     251  
 
Noninterest Expense
Salaries and employee benefits 347 348 346 344 338
Net occupancy and equipment 71 64 67 65 64
Professional and outside services 55 55 55 44 56
Intangible asset amortization 32 25 24 25 31
Regulatory assessments 15 14 19 21 26

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

2 - (18 ) (13 ) (2 )
Other   97     97     85     129     188  
Total noninterest expense   619     603     578     615     701  
 

Income before income taxes and including noncontrolling interests

165 201 370 345 221
Income tax expense   40     33     131     114     58  
Net Income including Noncontrolling Interests 125 168 239 231 163
Deduct: Net loss from noncontrolling interests   4     4     3     4     9  
Net Income attributable to UNBC $ 129   $ 172   $ 242   $ 235   $ 172  
 

       
UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)

Exhibit 5

 
For the Years Ended
December 31, December 31,
(Dollars in millions) 2011 2010
Interest Income
Loans $ 2,303 $ 2,266
Securities 538 547
Other   8     13  
Total interest income   2,849     2,826  
 
Interest Expense
Deposits 216 290
Commercial paper and other short-term borrowings 6 4
Long-term debt   149     108  
Total interest expense   371     402  
 
Net Interest Income 2,478 2,424
(Reversal of) provision for loan losses   (202 )   182  
Net interest income after (reversal of) provision for loan losses   2,680     2,242  
 
Noninterest Income
Service charges on deposit accounts 228 250
Trust and investment management fees 132 133
Trading account activities 126 111
Merchant banking fees 97 83
Securities gains, net 58 105
Brokerage commissions and fees 47 40
Card processing fees, net 37 41
Other   91     160  
Total noninterest income   816     923  
 
Noninterest Expense
Salaries and employee benefits 1,385 1,230
Net occupancy and equipment 267 252
Professional and outside services 209 199
Intangible asset amortization 106 124
Regulatory assessments 69 116

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

(29 ) (14 )
Other   408     465  
Total noninterest expense   2,415     2,372  
 

Income before income taxes and including noncontrolling interests

1,081 793
Income tax expense   318     239  
Net Income including Noncontrolling Interests 763 554
Deduct: Net loss from noncontrolling interests   15     19  
Net Income attributable to UNBC $ 778   $ 573  
 

                   

UnionBanCal Corporation and Subsidiaries

Consolidated Balance Sheets

Exhibit 6

 
(Unaudited) (Unaudited) (Unaudited) (Unaudited)
December 31, September 30, June 30, March 31, December 31,
(Dollars in millions except for per share amount) 2011 2011 2011 2011 2010
Assets
Cash and due from banks $ 1,419 $ 1,277 $ 1,233 $ 1,247 $ 946

Interest bearing deposits in banks (includes $8 at December 31, 2011, $7 at September 30, 2011, $24 at June 30, 2011, $23 at March 31, 2011 and $11 at December 31, 2010 related to consolidated variable interest entities (VIEs))

2,764 2,757 2,477 1,912 217
Federal funds sold and securities purchased under resale agreements   12     28     78     24     11  
Total cash and cash equivalents 4,195 4,062 3,788 3,183 1,174

Trading account assets (includes $14 at December 31, 2011, $6 at September 30, 2011, $1 at June 30, 2011, $6 at March 31, 2011 and $43 at December 31, 2010 of assets pledged as collateral)

1,135 1,120 898 876 999

Securities available for sale (includes $340 at June 30, 2011, $308 at March 31, 2011 and $10 at December 31, 2010 of securities pledged as collateral)

22,833 19,633 18,098 20,334 20,791

Securities held to maturity (Fair value: December 31, 2011, $1,429; September 30, 2011, $1,474; June 30, 2011, $1,610; March 31, 2011, $1,646; and December 31, 2010, $1,560)

1,273 1,329 1,332 1,339 1,323
Loans held for investment:
Loans, excluding FDIC covered loans 52,591 49,904 47,718 46,715 46,584
FDIC covered loans   949     1,094     1,249     1,390     1,510  
Total loans held for investment 53,540 50,998 48,967 48,105 48,094
Allowance for loan losses   (764 )   (768 )   (826 )   (1,034 )   (1,191 )
Loans held for investment, net 52,776 50,230 48,141 47,071 46,903
Premises and equipment, net 684 673 686 694 712
Intangible assets, net 360 383 407 432 457
Goodwill 2,457 2,447 2,447 2,447 2,456
FDIC indemnification asset 598 616 650 699 783

Other assets (includes $268 at December 31, 2011, $290 at September 30, 2011, $272 at June 30, 2011, $277 at March 31, 2011 and $283 at December 31, 2010 related to consolidated VIEs)

  3,365     3,520     3,646     3,567     3,499  
Total assets $ 89,676   $ 84,013   $ 80,093   $ 80,642   $ 79,097  
 
Liabilities
Deposits:
Noninterest bearing $ 20,598 $ 19,630 $ 17,708 $ 18,062 $ 16,343
Interest bearing   43,822     40,824     39,473     40,615     43,611  
Total deposits 64,420 60,454 57,181 58,677 59,954
Commercial paper and other short-term borrowings 3,683 2,455 2,838 3,260 1,356

Long-term debt (includes $8 at December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010 related to consolidated VIEs)

6,684 7,064 7,069 6,078 5,598
Trading account liabilities 1,040 946 730 696 774

Other liabilities (includes $1 at December 31, 2011, $3 at September 30, 2011, $2 at June 30, 2011, $2 at March 31, 2011 and $2 at December 31, 2010 related to consolidated VIEs)

  2,019     1,925     1,338     1,303     1,024  
Total liabilities   77,846     72,844     69,156     70,014     68,706  
 
 
Equity
UNBC Stockholder's Equity:
Common stock, par value $1 per share:

Authorized 300,000,000 shares; 136,330,830 shares issued and outstanding as of December 31, 2011 and 136,330,829 shares issued and outstanding as of September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010

136 136 136 136 136
Additional paid-in capital 5,989 5,203 5,199 5,201 5,198
Retained earnings 6,246 6,117 5,945 5,703 5,468
Accumulated other comprehensive loss   (809 )   (556 )   (613 )   (685 )   (677 )
Total UNBC stockholder's equity 11,562 10,900 10,667 10,355 10,125
Noncontrolling interests   268     269     270     273     266  
Total equity   11,830     11,169     10,937     10,628     10,391  
Total liabilities and equity $ 89,676   $ 84,013   $ 80,093   $ 80,642   $ 79,097  
 

                   
UnionBanCal Corporation and Subsidiaries
Loans and Nonperforming Assets (Unaudited)

Exhibit 7

 
December 31, September 30, June 30, March 31, December 31,
(Dollars in millions) 2011 2011 2011 2011 2010
 
Loans held for investment (period end)
Loans held for investment, excluding FDIC covered loans:
Commercial and industrial $ 19,226 $ 17,545 $ 15,854 $ 15,143 $ 15,162
Commercial mortgage 8,175 7,927 7,729 7,749 7,816
Construction 870 966 1,055 1,153 1,460
Lease financing   965   693   701   773   757
Total commercial portfolio 29,236 27,131 25,339 24,818 25,195
Residential mortgage 19,625 19,043 18,610 18,110 17,531
Home equity and other consumer loans   3,730   3,730   3,769   3,787   3,858
Total consumer portfolio   23,355   22,773   22,379   21,897   21,389
Total loans held for investment, excluding FDIC covered loans   52,591   49,904   47,718   46,715   46,584
FDIC covered loans   949   1,094   1,249   1,390   1,510
Total loans held for investment $ 53,540 $ 50,998 $ 48,967 $ 48,105 $ 48,094
 
Nonperforming Assets (period end)
Nonaccrual loans:
Commercial and industrial $ 127 $ 163 $ 110 $ 113 $ 115
Commercial mortgage 139 206 230 265 329
Construction 16 16 47 71 140
Lease financing   -   -   -   71   -
Total commercial portfolio 282 385 387 520 584
 
Residential mortgage 285 259 242 241 243
Home equity and other consumer loans   24   25   23   22   22
Total consumer portfolio   309   284   265   263   265
Total nonaccrual loans, excluding FDIC covered loans 591 669 652 783 849
FDIC covered loans   47   56   72   90   116
Total nonaccrual loans 638 725 724 873 965
 
OREO 27 21 26 32 41
FDIC covered OREO   117   124   115   127   136
 
Total nonperforming assets $ 782 $ 870 $ 865 $ 1,032 $ 1,142
 
Total nonperforming assets, excluding FDIC covered assets $ 618 $ 690 $ 678 $ 815 $ 890
 

Loans 90 days or more past due and still accruing (13)

$ 2 $ 3 $ 2 $ 3 $ 2
 
Refer to Exhibit 13 for footnote explanations.
 

                   
UnionBanCal Corporation and Subsidiaries
Allowances for Credit Losses (Unaudited)

Exhibit 8

 
As of and for the Three Months Ended
December 31, September 30, June 30, March 31, December 31,
(Dollars in millions) 2011 2011 2011 2011 2010
 
Analysis of Allowance for Credit Losses
Balance, beginning of period $ 768 $ 826 $ 1,034 $ 1,191 $ 1,277
 
(Reversal of) provision for loan losses, excluding FDIC covered loans 7 (13 ) (92 ) (102 ) (48 )

(Reversal of) provision for FDIC covered loan losses not subject to FDIC indemnification

- - (2 ) - 8
Increase (decrease) in allowance covered by FDIC indemnification - - (3 ) (2 ) 17
Other (14) 17 (1 ) - - 1
 
Loans charged off:
Commercial and industrial (7 ) (20 ) (11 ) (23 ) (18 )
Commercial mortgage (14 ) (10 ) (14 ) (24 ) (51 )
Construction - - (3 ) (1 ) (4 )
Lease financing   (14 )   (5 )   (71 )   -     -  
Total commercial portfolio (35 ) (35 ) (99 ) (48 ) (73 )
Residential mortgage (9 ) (12 ) (13 ) (14 ) (8 )
Home equity and other consumer loans   (10 )   (8 )   (10 )   (11 )   (15 )
Total consumer portfolio (19 ) (20 ) (23 ) (25 ) (23 )
FDIC covered loans   -     (2 )   (1 )   -     -  
Total loans charged off (54 ) (57 ) (123 ) (73 ) (96 )
 
Recoveries of loans previously charged off:
Commercial and industrial 8 5 8 7 19
Commercial mortgage 15 1 2 8 8
Construction   2     4     2     4     3  
Total commercial portfolio 25 10 12 19 30
 
Residential mortgage - 1 - - 1
Home equity and other consumer loans   -     1     -     1     1  
Total consumer portfolio   -     2     -     1     2  
 
FDIC covered loans 1 1 - - -
Total recoveries of loans previously charged off   26     13     12     20     32  
Net loans charged off   (28 )   (44 )   (111 )   (53 )   (64 )
 
Ending balance of allowance for loan losses 764 768 826 1,034 1,191
Allowance for losses on off-balance sheet commitments   133     131     131     150     162  
Total allowance for credit losses $ 897   $ 899   $ 957   $ 1,184   $ 1,353  
 
Components of allowance for loan losses:
Allowance for loan losses, excluding allowance on FDIC covered loans $ 747 $ 751 $ 809 $ 1,011 $ 1,166
Allowance for loan losses on FDIC covered loans   17     17     17     23     25  
Total allowance for loan losses $ 764   $ 768   $ 826   $ 1,034   $ 1,191  
 
Refer to Exhibit 13 for footnote explanations.
 

                     
UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 9

 
For the Three Months Ended
December 31, 2011 September 30, 2011
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in millions) Balance Expense (1) Rate (1)(2) Balance Expense (1) Rate (1)(2)
Assets
Loans held for investment: (9)
Commercial and industrial $ 18,268 $ 174 3.77 % $ 16,947 $ 160 3.76 %
Commercial mortgage 8,086 84 4.12 7,838 82 4.22
Construction 893 9 3.77 992 12 5.04
Lease financing 1,073 14 5.45 697 8 4.28
Residential mortgage 19,298 223 4.61 18,818 221 4.70
Home equity and other consumer loans   3,728     38   4.03   3,751     40   4.25
Total loans, excluding FDIC covered loans 51,346 542 4.20 49,043 523 4.26
FDIC covered loans   1,019     63   24.88   1,171     55   18.60
Total loans held for investment 52,365 605 4.60 50,214 578 4.60
Securities 22,721 134 2.36 19,145 123 2.56
Interest bearing deposits in banks 2,591 2 0.26 3,610 3 0.25

Federal funds sold and securities purchased under resale agreements

61 - 0.16 61 - 0.03
Trading account assets 141 - 0.65 166 - 0.68
Other earning assets   128     -   0.33   107     -   0.54
Total earning assets 78,007   741   3.79 73,303   704   3.83
Allowance for loan losses (780 ) (785 )
Cash and due from banks 1,342 1,254
Premises and equipment, net 678 676
Other assets   7,832     7,749  
Total assets $ 87,079   $ 82,197  
Liabilities
Interest bearing deposits:
Transaction and money market accounts $ 24,763 14 0.22 $ 23,836 14 0.23
Savings 5,338 3 0.17 5,476 3 0.21
Time   12,863     40   1.23   11,634     36   1.28
Total interest bearing deposits   42,964     57   0.51   40,946     53   0.53
Commercial paper and other short-term borrowings (10) 2,733 1 0.23 2,371 2 0.20
Long-term debt   6,977     41   2.35   7,066     41   2.31
Total borrowed funds   9,710     42   1.75   9,437     43   1.78
Total interest bearing liabilities 52,674   99   0.74 50,383   96   0.76
Noninterest bearing deposits 19,884 18,634
Other liabilities   2,606     2,203  
Total liabilities 75,164 71,220
Equity
UNBC Stockholder's equity 11,646 10,708
Noncontrolling interests   269     269  
Total equity   11,915     10,977  
Total liabilities and equity $ 87,079   $ 82,197  
 

Net interest income/spread (taxable-equivalent basis)

642 3.05 % 608 3.07 %
Impact of noninterest bearing deposits 0.20 0.20
Impact of other noninterest bearing sources 0.04 0.04
Net interest margin 3.29 3.31
Less: taxable-equivalent adjustment   2     2  
Net interest income $ 640   $ 606  
 
   
Refer to Exhibit 13 for footnote explanations.
 

                   
UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 10

 
For the Three Months Ended
December 31, 2011 December 31, 2010
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in millions) Balance Expense (1) Rate (1)(2) Balance Expense (1) Rate (1)(2)
Assets
Loans held for investment: (9)
Commercial and industrial $ 18,268 $ 174 3.77 % $ 14,848 $ 170 4.56 %
Commercial mortgage 8,086 84 4.12 7,851 84 4.29
Construction 893 9 3.77 1,724 18 4.13
Lease financing 1,073 14 5.45 641 5 2.89
Residential mortgage 19,298 223 4.61 17,400 222 5.11
Home equity and other consumer loans   3,728     38   4.03   3,872     43   4.36
Total loans, excluding FDIC covered loans 51,346 542 4.20 46,336 542 4.66
FDIC covered loans   1,019     63   24.88   1,616     37   9.03
Total loans held for investment 52,365 605 4.60 47,952 579 4.81
Securities 22,721 134 2.36 21,560 137 2.54
Interest bearing deposits in banks 2,591 2 0.26 1,653 1 0.26

Federal funds sold and securities purchased under resale agreements

61 - 0.16 174 - 0.19
Trading account assets 141 - 0.65 178 - 1.10
Other earning assets   128     -   0.33   -     -   -
Total earning assets 78,007   741   3.79 71,517   717   4.00
Allowance for loan losses (780 ) (1,273 )
Cash and due from banks 1,342 1,271
Premises and equipment, net 678 682
Other assets   7,832     7,985  
Total assets $ 87,079   $ 80,182  
Liabilities
Interest bearing deposits:
Transaction and money market accounts $ 24,763 14 0.22 $ 28,697 21 0.30
Savings 5,338 3 0.17 4,533 3 0.22
Time   12,863     40   1.23   12,017     32   1.08
Total interest bearing deposits   42,964     57   0.51   45,247     56   0.50
Commercial paper and other short-term borrowings (10) 2,733 1 0.23 1,246 - 0.30
Long-term debt   6,977     41   2.35   5,109     27   2.05
Total borrowed funds   9,710     42   1.75   6,355     27   1.71
Total interest bearing liabilities 52,674   99   0.74 51,602   83   0.65
Noninterest bearing deposits 19,884 16,481
Other liabilities   2,606     1,793  
Total liabilities 75,164 69,876
Equity
UNBC Stockholder's equity 11,646 10,034
Noncontrolling interests   269     272  
Total equity   11,915     10,306  
Total liabilities and equity $ 87,079   $ 80,182  
 

Net interest income/spread (taxable-equivalent basis)

642 3.05 % 634 3.35 %
Impact of noninterest bearing deposits 0.20 0.16
Impact of other noninterest bearing sources 0.04 0.02
Net interest margin 3.29 3.53
Less: taxable-equivalent adjustment   2     3  
Net interest income $ 640   $ 631  
 
   
Refer to Exhibit 13 for footnote explanations.
 

                   
UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)

Exhibit 11

 
For the Years Ended
December 31, 2011 December 31, 2010
Interest Average Interest Average
Average Income/ Yield/ Average Income/ Yield/
(Dollars in millions) Balance Expense (1) Rate (1) Balance Expense (1) Rate (1)
Assets
Loans held for investment: (9)
Commercial and industrial $ 16,598 $ 650 3.92 % $ 14,754 $ 676 4.58 %
Commercial mortgage 7,858 335 4.26 8,067 341 4.23
Construction 1,084 44 4.04 2,029 66 3.24
Lease financing 830 38 4.60 642 23 3.59
Residential mortgage 18,562 885 4.77 17,093 902 5.28
Home equity and other consumer loans   3,771     158   4.20   3,902     172   4.41
Total loans, excluding FDIC covered loans 48,703 2,110 4.33 46,487 2,180 4.69
FDIC covered loans   1,236     201   16.29   1,200     95   7.88
Total loans held for investment 49,939 2,311 4.63 47,687 2,275 4.77
Securities 21,001 539 2.57 22,664 548 2.42
Interest bearing deposits in banks 2,373 7 0.25 4,128 10 0.25

Federal funds sold and securities purchased under resale agreements

72 - 0.12 353 1 0.14
Trading account assets 149 1 0.80 196 2 1.31
Other earning assets   76     -   0.73   -     -   -
Total earning assets 73,610   2,858   3.88 75,028   2,836   3.78
Allowance for loan losses (933 ) (1,378 )
Cash and due from banks 1,263 1,214
Premises and equipment, net 689 675
Other assets   7,806     7,637  
Total assets $ 82,435   $ 83,176  
Liabilities
Interest bearing deposits:
Transaction and money market accounts $ 24,434 57 0.23 $ 34,686 166 0.48
Savings 5,226 12 0.23 4,426 16 0.35
Time   11,994     147   1.22   11,209     108   0.97
Total interest bearing deposits   41,654     216   0.52   50,321     290   0.58
Commercial paper and other short-term borrowings (10) 2,663 6 0.23 1,289 4 0.38
Long-term debt   6,578     149   2.27   4,736     108   2.28
Total borrowed funds   9,241     155   1.68   6,025     112   1.87
Total interest bearing liabilities 50,895   371   0.73 56,346   402   0.72
Noninterest bearing deposits 18,412 15,283
Other liabilities   2,133     1,535  
Total liabilities 71,440 73,164
Equity
UNBC Stockholder's equity 10,726 9,780
Noncontrolling interests   269     232  
Total equity   10,995     10,012  
Total liabilities and equity $ 82,435   $ 83,176  
 

Net interest income/spread (taxable-equivalent basis)

2,487 3.15 % 2,434 3.06 %
Impact of noninterest bearing deposits 0.19 0.16
Impact of other noninterest bearing sources 0.04 0.02
Net interest margin 3.38 3.24
Less: taxable-equivalent adjustment   9     10  
Net interest income $ 2,478   $ 2,424  
 
   
Refer to Exhibit 13 for footnote explanations.
 

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

Exhibit 12

 
The following table presents a reconciliation between certain Generally Accepted Accounting Principles (GAAP) amounts and specific non-GAAP measures as used to compute selected non-GAAP financial ratios.
 
As of and for the Three Months Ended For the Years Ended
December 31, September 30, June 30, March 31, December 31, December 31, December 31,
(Dollars in millions) 2011 2011 2011 2011 2010 2011 2010
 
Net income attributable to UNBC $ 129 $ 172 $ 242 $ 235 $ 172 $ 778 $ 573
Net adjustments related to privatization transaction, net of tax   10     10     6     3     7     29     36  

Net income attributable to UNBC, excluding impact of privatization transaction

$ 139 $ 182 $ 248 $ 238 $ 179 $ 807 $ 609
 
Average total assets $ 87,079 $ 82,197 $ 80,334 $ 80,056 $ 80,182 $ 82,435 $ 83,176
Net adjustments related to privatization transaction   2,419     2,442     2,459     2,473     2,488     2,448     2,518  
Average total assets, excluding impact of privatization transaction $ 84,660   $ 79,755   $ 77,875   $ 77,583   $ 77,694   $ 79,987   $ 80,658  
Return on average assets (2) 0.59 % 0.83 % 1.21 % 1.19 % 0.85 % 0.94 % 0.69 %
Return on average assets, excluding impact of privatization transaction (2) (11) 0.65 0.90 1.28 1.24 0.92 1.01 0.76
 
Average UNBC stockholder's equity $ 11,646 $ 10,708 $ 10,366 $ 10,167 $ 10,034 $ 10,726 $ 9,780
Net adjustments related to privatization transaction   2,380     2,385     2,390     2,396     2,401     2,388     2,407  

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

$ 9,266   $ 8,323   $ 7,976   $ 7,771   $ 7,633   $ 8,338   $ 7,373  
Return on average UNBC stockholder's equity (2) 4.39 % 6.36 % 9.36 % 9.38 % 6.81 % 7.25 % 5.86 %

Return on average UNBC stockholder's equity, excluding impact of privatization transaction (2) (11)

5.97 8.65 12.45 12.41 9.32 9.67 8.27
 
Noninterest expense $ 619 $ 603 $ 578 $ 615 $ 701 $ 2,415 $ 2,372
Less: Foreclosed asset expense 3 4 2 3 4 12 11
Less: (Reversal of) provision for losses on off-balance sheet commitments 2 - (18 ) (13 ) (2 ) (29 ) (14 )
Less: Productivity initiative costs 14 33 5 4 - 56 -
Less: Low income housing credit investment amortization expense 23 15 18 13 19 69 60
Less: Expenses of the consolidated VIEs 6 6 6 6 15 24 32
Less: Merger costs related to acquisitions - 1 10 13 9 24 33
Less: Asset impairment charge   -     -     -     -     30     -     30  
Net noninterest expense before privatization adjustments $ 571   $ 544   $ 555   $ 589   $ 626   $ 2,259   $ 2,220  
Net adjustments related to privatization transaction   32     26     25     26     32     109     136  
Net noninterest expense, excluding impact of privatization transaction (a) $ 539   $ 518   $ 530   $ 563   $ 594   $ 2,150   $ 2,084  
 
Total revenue $ 791 $ 791 $ 854 $ 858 $ 882 $ 3,294 $ 3,347
Add: Net interest income taxable-equivalent adjustment   2     2     3     2     3     9    

10

 
Total revenue, including taxable-equivalent adjustment 793 793 857 860 885 3,303

3,357

Accretion related to privatization-related fair value adjustments   15     10     16     21     21     62     77  
Total revenue, excluding impact of privatization transaction (b) $ 778   $ 783   $ 841   $ 839   $ 864   $ 3,241   $

3,280

 
Core efficiency ratio, excluding impact of privatization transaction (a)/(b) (4) (11) 69.12 66.12 63.17 67.04 68.83 66.31 63.57
 
Total UNBC stockholder's equity $ 11,562 $ 10,900 $ 10,667 $ 10,355 $ 10,125
Less: Goodwill 2,457 2,447 2,447 2,447 2,456
Less: Intangible assets 360 383 407 432 457
Less: Deferred tax liabilities related to goodwill and intangible assets   (130 )   (140 )   (149 )   (159 )   (168 )
Tangible common equity (c) $ 8,875   $ 8,210   $ 7,962   $ 7,635   $ 7,380  
Tier 1 capital, determined in accordance with regulatory requirements $ 9,642 $ 8,724 $ 8,535 $ 8,280 $ 8,029
Less: Trust preferred securities   -     -     -     -     13  
Tier 1 common equity (d) $ 9,642   $ 8,724   $ 8,535   $ 8,280   $ 8,016  
Total assets $ 89,676 $ 84,013 $ 80,093 $ 80,642 $ 79,097
Less: Goodwill 2,457 2,447 2,447 2,447 2,456
Less: Intangible assets 360 383 407 432 457
Less: Deferred tax liabilities related to goodwill and intangible assets   (130 )   (140 )   (149 )   (159 )   (168 )
Tangible assets (e) $ 86,989   $ 81,323   $ 77,388   $ 77,922   $ 76,352  
Risk-weighted assets, determined in accordance with regulatory requirements (f) (7) $ 69,700   $ 66,628   $ 65,274   $ 64,467   $ 64,516  
Tangible common equity ratio (c)/(e) (5) 10.20 % 10.10 % 10.29 % 9.80 % 9.67 %

Tier 1 common capital ratio (d)/(f) (6)(7)

13.83 13.09 13.08 12.84 12.42
 
Refer to Exhibit 13 for footnote explanations.
 

 
UnionBanCal Corporation and Subsidiaries
 
Footnotes

Exhibit 13

     
 
(1) Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2) Annualized.
(3) Core deposits consist of total deposits, excluding brokered deposits, foreign time deposits and domestic time deposits greater than $250,000.
(4) The efficiency ratio, is total noninterest expense as a percentage of total revenue (net interest income and noninterest income). The core efficiency ratio, a non-GAAP financial measure, is net noninterest expense (noninterest expense excluding privatization-related expenses and fair value amortization/accretion, foreclosed asset expense, (reversal of) provision for losses on off-balance sheet commitments, low income housing credit investment amortization expense, expenses of the consolidated VIEs, merger costs related to acquisitions, asset impairment charges and certain costs related to productivity initiatives) as a percentage of total revenue (net interest income (taxable-equivalent basis) and noninterest income), excluding impact of privatization. Management discloses the core efficiency ratio as a measure of the efficiency of our operations, focusing on those costs most relevant to our core activities. Please refer to Exhibit 12 for a reconciliation between certain GAAP amounts and these non-GAAP measures.
(5) The tangible common equity ratio, a non-GAAP financial measure, is calculated as tangible common equity divided by tangible assets. The methodology for 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. Please refer to Exhibit 12 for a reconciliation between certain GAAP amounts and these non-GAAP measures.
(6) The Tier 1 common capital ratio is the ratio of Tier 1 capital, less qualifying trust preferred securities, to risk-weighted assets. All of the trust preferred securities were paid off during the quarter ended March 31, 2011. 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. Please refer to Exhibit 12 for a reconciliation between certain GAAP amounts and these non-GAAP measures.
(7) Estimated as of December 31, 2011. The risk-based capital ratios at December 31, 2011 are considered preliminary, due primarily to a difference in methodologies applied by the OCC and the Federal Reserve with respect to the treatment of certain exposures. Accordingly, the final risk-based capital ratios are subject to change upon the resolution of this issue.
(8) The allowance for credit losses ratios include the allowances for loan losses and losses on off-balance sheet commitments.
(9) Average balances on loans outstanding include all nonperforming loans. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.
(10) Includes interest bearing trading liabilities.
(11) These ratios exclude the impact of the privatization transaction. Management believes that these ratios, which exclude the push-down accounting effects of the privatization transaction, provide useful supplemental information, which is important to a proper understanding of the Company's core business results. Please refer to Exhibit 12 for a reconciliation between certain GAAP amounts and these non-GAAP measures.
(12) These ratios exclude the impact of the FDIC covered loans, the related allowance for loan losses and FDIC covered OREO, which are covered under loss share agreements between Union Bank, N.A. and the Federal Deposit Insurance Corporation. Such agreements are related to the April 2010 acquisitions of certain assets and assumption of certain liabilities of Frontier Bank and Tamalpais Bank. Management believes the exclusion of FDIC covered loans and FDIC covered OREO in certain asset quality ratios that include nonperforming loans, nonperforming assets, total loans held for investment and the allowance for loan losses or credit losses in the numerator or denominator provides a better perspective into underlying asset quality trends.
(13) Excludes loans totaling $165 million, $198 million, $251 million, $279 million and $312 million that are 90 days or more past due and still accruing at December 31, 2011, September 30, 2011, June 30, 2011, March 31, 2011 and December 31, 2010, respectively, which consist of FDIC covered loans accounted for in accordance with the accounting standards for purchased credit impaired loans.
(14) Other includes a $16 million allowance for loan losses transfer attributed to an internal reorganization on October 1, 2011 in which The Bank of Tokyo-Mitsubishi UFJ transferred its trust company, The Bank of Tokyo-Mitsubishi UFJ Trust Company (BTMUT) to the Company.
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UnionBanCal Corporation
Thomas Taggart, 415-765-2249
Corporate Communications
Michelle Crandall, 415-765-2780
Investor Relations