UnionBanCal Corporation Reports First Quarter Net Income of $147 Million

  UnionBanCal Corporation Reports First Quarter Net Income of $147 Million

First Quarter Highlights:

  *Net income was $147 million, up from $123 million for the prior quarter,
    but down from $195 million for the year-ago quarter.
  *Total loans held for investment, excluding purchased credit-impaired (PCI)
    loans, at March 31, 2013, were $59.8 billion, up from $58.8 billion at
    December 31, 2012, and up from $53.5 billion at March 31, 2012.
  *Core deposits at March 31, 2013, were $63.6 billion, down from $63.8
    billion at December 31, 2012, and up from $53.1 billion at March 31, 2012.
  *Total provision for credit losses was $12 million, compared with a benefit
    of $15 million for the prior quarter, and a benefit of $3 million for the
    year-ago quarter.
  *Key asset quality metrics continue to be strong. Excluding PCI loans and
    FDIC covered other real estate owned (OREO):

       *Nonperforming assets at quarter-end were $520 million, or 0.54
         percent of total assets, unchanged from the previous quarter.
       *Net charge-offs were low at $12 million for the quarter, or an
         annualized 0.08 percent of average total loans held for investment,
         compared with less than $1 million for the prior quarter and $54
         million a year ago.

  *Net interest margin was 3.01 percent, down from 3.17 percent for the prior
    quarter, and down from 3.20 percent for the year-ago quarter.
  *Capital ratios remained strong during the quarter:

       *Tier 1 common capital ratio, measured using Basel I risk-weighted
         assets, was 12.48 percent at March 31, 2013, up 13 basis points from
         12.35 percent at December 31, 2012.
       *Tangible common equity ratio was 10.05 percent at March 31, 2013, up
         13 basis points from 9.92 percent at December 31, 2012.

  *On April 7, 2013, Union Bank announced that it reached an agreement to
    acquire PB Capital Corporation's institutional commercial real estate
    (CRE) lending portfolio.

Business Wire

SAN FRANCISCO -- April 24, 2013

UnionBanCal Corporation (the Company), parent company of San Francisco-based
Union Bank, N.A., today reported first quarter 2013 results. Net income for
the quarter was $147 million, up from $123 million for the prior quarter, and
down from $195 million for the year-ago quarter. Net income was higher
compared to the prior quarter primarily due to higher noninterest income and
lower income tax expense, partially offset by lower net interest income.

On April 7, 2013, Union Bank announced that it reached an agreement to acquire
PB Capital Corporation's (PB Capital) institutional CRE lending portfolio. The
acquisition will expand Union Bank's CRE presence in the U.S. and enhance its
geographic and asset class diversification. It will also add a desirable real
estate customer base and a seasoned management team. Headquartered in New
York, the CRE lending division of PB Capital has approximately $3.7 billion in
loans outstanding on properties in major metropolitan areas across the U.S.
The acquisition is subject to customary closing conditions, and is expected to
be completed in the second quarter of 2013.

Summary of First Quarter Results

First Quarter Total Revenue

For first quarter 2013, total revenue (net interest income plus noninterest
income) was $903 million, up $14 million compared with fourth quarter 2012.
Net interest income decreased 1 percent, and noninterest income increased 9
percent. The net interest margin was 3.01 percent, down 16 basis points from
3.17 percent for the prior quarter.

Net interest income for first quarter 2013 was $648 million, down $7 million,
or 1 percent, compared with fourth quarter 2012. The decrease in net interest
income was primarily due to a decline in the net interest margin, which
reflected the repricing of loans, primarily commercial and industrial loans
and residential mortgage loans, and securities in the current low interest
rate environment. The decline in the net interest margin was partially offset
by an increase in average earning assets, reflecting organic growth and the
full-quarter effect of the acquisition of Pacific Capital Bancorp (PCBC) that
was completed December 1, 2012.

Average total loans held for investment, excluding PCI loans, increased $2.9
billion, or 5 percent, compared with fourth quarter 2012, primarily due to a
full-quarter’s inclusion of the PCBC acquisition. Deposit balances grew
significantly during the quarter, primarily due to organic deposit growth and
the PCBC acquisition. Average interest bearing deposits increased $3.9
billion, or 8 percent, and average noninterest bearing deposits increased $0.8
billion, or 3 percent.

For first quarter 2013, noninterest income was $255 million, up $21 million,
or 9 percent, compared with fourth quarter 2012, primarily due to higher net
gains on the sale of securities resulting from portfolio rebalancing
activities.

Compared to first quarter 2012, total revenue grew $48 million, with net
interest income up 1 percent and noninterest income up 19 percent. Net
interest income increased $7 million compared with the year-ago quarter,
primarily due to loan growth. Net interest margin declined 19 basis points,
primarily due to lower yields on loans and securities and a higher level of
interest bearing deposits in banks.

Average total loans held for investment, excluding PCI loans, increased $6.2
billion, or 12 percent, compared with first quarter 2012, primarily due to
organic loan growth, as well as the PCBC acquisition. Average interest bearing
deposits increased $5.5 billion, or 13 percent, and average noninterest
bearing deposits increased $4.3 billion, or 21 percent.

Noninterest income increased $41 million, or 19 percent, compared with first
quarter 2012, primarily due to higher net gains on the sale of securities.
Fees from trading account activities decreased primarily due to lower customer
derivative trading activity.

First Quarter Noninterest Expense

Noninterest expense for first quarter 2013 was $713 million, flat compared
with fourth quarter 2012. Staff expenses increased $13 million, reflecting the
impact of a full quarter of PCBC staffing costs, as well as annual seasonal
factors. Non-staff expenses decreased $15 million, primarily due to lower
professional and outside services expense and lower merger costs related to
acquisitions. First quarter 2013 non-staff expenses included a $15 million
provision for losses on off-balance sheet commitments, compared with a $10
million reversal of provision for losses on off-balance sheet commitments in
fourth quarter 2012.

Noninterest expense for first quarter 2013 was up $99 million, or 16 percent,
compared with first quarter 2012. Staff expense increased $57 million,
primarily due to the PCBC acquisition and higher pension and health benefits
expense. Non-staff expense increased primarily due to the PCBC acquisition and
various regulatory and compliance costs. The provision for losses on
off-balance sheet commitments was $15 million for first quarter 2013, compared
with a benefit of $2 million for first quarter 2012.

Taxes

The effective tax rate for first quarter 2013 was 26 percent, compared with an
effective tax rate of 34 percent for fourth quarter 2012.The decrease in the
effective tax rate was primarily due to fourth quarter adjustments to 2012 tax
expense for higher than previously-expected earnings.

Balance Sheet

At March 31, 2013, the Company had total assets of $97.0 billion, flat
compared with December 31, 2012. At March 31, 2013, total deposits were $74.0
billion, down slightly compared with December 31, 2012. Core deposits at March
31, 2013, were $63.6 billion, down less than $0.2 billion, or less than 1
percent, compared with December 31, 2012.

Credit Quality

Excluding PCI loans and FDIC covered OREO, nonperforming assets ended the
quarter at $520 million, or 0.54 percent of total assets; unchanged from
December 31, 2012; and down from $558 million, or 0.61 percent of total
assets, at March 31, 2012.

Excluding PCI loans, net charge-offs were low at $12 million for first quarter
2013, or an annualized 0.08 percent of average total loans. This was up from
net charge-offs of less than $1 million in fourth quarter 2012, and down from
net charge-offs of $54 million, or an annualized 0.41 percent of average total
loans, for first quarter 2012.

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 2013, the provision for
loan losses was a benefit of $3 million and the provision for losses on
off-balance sheet commitments was $15 million, for a total provision for
credit losses of $12 million for first quarter 2013. This compares with a
benefit of $15 million for fourth quarter 2012. The primary drivers of the
higher total provision were updates to the attributions for certain sectors
within the commercial portfolio segment and higher criticized loan levels.

The allowance for credit losses as a percent of total loans, excluding PCI
loans, was 1.30 percent at March 31, 2013, compared with 1.31 percent at
December 31, 2012, and 1.54 percent at March 31, 2012. The allowance for
credit losses as a percent of nonaccrual loans, excluding PCI loans, was 158
percent at March 31, 2013, compared with 162 percent at December 31, 2012, and
155 percent at March 31, 2012.

Capital

At March 31, 2013, the Company’s stockholder’s equity was $12.6 billion, up
$103 million, or 1 percent, from December 31, 2012, and tangible common equity
was $9.4 billion, up $122 million, or 1 percent, from December 31, 2012. The
Company’s tangible common equity ratio was 10.05 percent at March 31, 2013, up
13 basis points from 9.92 percent at December 31, 2012. The Basel I Tier 1
common and Tier 1 risk-based capital ratios were 12.48 percent and 12.56
percent, respectively, at March 31, 2013. Additionally, the Basel I Total
risk-based capital ratio was 14.05 percent at March 31, 2013. In March 2013,
the Company received notification that the Federal Reserve did not object to
the Company’s planned capital actions.

Non-GAAP Financial Measures

This press release contains certain references to financial measures
identified as excluding privatization transaction impact, foreclosed asset
expense and other credit costs, (reversal of) provision for losses on
off-balance sheet commitments, productivity initiative costs, low income
housing credit (LIHC) investment amortization expense, expenses of the LIHC
consolidated variable interest entities, merger costs related to acquisitions,
debt termination fees from balance sheet repositioning, gains from certain
securities associated with balance sheet repositioning, or intangible asset
amortization, 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 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.

Forward-Looking Statements

The following appears in accordance with the Private Securities Litigation
Reform Act. This press release includes forward-looking statements that
involve risks and uncertainties. Forward-looking statements can be identified
by the fact that they do not relate strictly to historical or current facts.
Often, they include the words “believe,” “continue,” “expect,” “target,”
“anticipate,” “intend,” “plan,” “estimate,” “potential,” “project,” or words
of similar meaning, or future or conditional verbs such as “will,” “would,”
“should,” “could,” or “may.” They may also consist of annualized amounts based
on historical interim period results. Forward-looking statements in this press
release include those related to the Company’s announced acquisition of PB
Capital Corporation’s Institutional CRE lending portfolio. There are numerous
risks and uncertainties that could and will cause actual results to differ
materially from those discussed in the Company’s forward-looking statements.
Many of these factors are beyond the Company’s ability to control or predict
and could have a material adverse effect on the Company’s financial condition,
and results of operations or prospects. For more information about factors
that could cause actual results to differ materially from our expectations,
refer to our reports filed with the Securities and Exchange Commission (SEC),
including the discussions under “Management’s Discussion & Analysis of
Financial Condition and Results of Operations” and “Risk Factors” in our
Annual Report on Form 10-K for the year ended December 31, 2012, as filed with
the SEC and available on the SEC’s website at www.sec.gov. Any factor
described above or in our SEC reports could, by itself or together with one or
more other factors, adversely affect our financial results and condition. All
forward-looking statements included in this press release are based on
information available at the time of the release, and the Company assumes no
obligation to update any forward-looking statement.

Headquartered in San Francisco, UnionBanCal Corporation is a financial holding
company with assets of $97 billion at March 31, 2013. 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 443 branches in California,
Washington, Oregon, Texas, Illinois, and New York as well as two international
offices, on March 31, 2013. 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, 2013 from
                 March 31,      December 31,   September    June 30,       March 31,      December  March
                                               30,                                        31,        31,
(Dollars in      2013           2012           2012         2012           2012           2012       2012
millions)
Results of
operations:
Net interest     $ 648          $ 655          $ 641        $ 646          $ 641          (1   ) %   1      %
income
Noninterest       255          234          202         188          214         9          19
income
Total revenue      903            889            843          834            855          2          6
Noninterest       713          715          638         599          614         -          16
expense
Pre-tax,
pre-provision      190            174            205          235            241          9          (21  )
income ^(1)
(Reversal of)
provision for     (3     )      (5     )      45          (14    )      (1     )     (40  )     (200 )
loan losses
Income before
income taxes
and including      193            179            160          249            242          8          (20  )
noncontrolling
interests
Income tax        50           60           42          67           51          (17  )     (2   )
expense
Net income
including          143            119            118          182            191          20         (25  )
noncontrolling
interests
Deduct: Net
loss from         4            4            6           5            4           -          -
noncontrolling
interests
Net income
attributable
to UnionBanCal   $ 147         $ 123         $ 124        $ 187         $ 195         20         (25  )
Corporation
(UNBC)
                                                                                                            
Balance sheet
(end of
period):
Total assets     $ 96,959       $ 96,992       $ 88,185     $ 87,939       $ 92,323       -          5
Total              22,816         22,455         22,089       22,890         25,432       2          (10  )
securities
Total loans
held for           60,882         60,034         55,410       54,291         54,322       1          12
investment
Core deposits      63,585         63,769         55,141       53,378         53,125       -          20
^(2)
Total deposits     73,990         74,255         65,143       63,443         65,089       -          14
Long-term debt     5,314          5,622          5,540        6,444          5,554        (5   )     (4   )
UNBC
stockholder's      12,594         12,491         12,437       12,076         11,821       1          7
equity
                                                                                                            
Balance sheet
(period
average):
Total assets     $ 96,649       $ 92,051       $ 87,881     $ 89,479       $ 89,449       5          8
Total              21,824         21,903         22,496       24,223         24,265       -          (10  )
securities
Total loans
held for           60,553         57,242         55,285       54,937         54,149       6          12
investment
Earning assets     87,055         82,776         79,137       80,625         80,503       5          8
Total deposits     74,256         69,601         64,420       64,499         64,425       7          15
UNBC
stockholder's      12,584         12,559         12,209       11,905         11,621       -          8
equity
                                                                                                            
Performance
ratios:
Return on
average assets     0.61     %     0.54     %     0.56   %     0.84     %     0.88     %
^(3)
Return on
average UNBC       4.67           3.93           4.03         6.32           6.75
stockholder's
equity ^(3)
Return on
average assets
excluding the
impact of
privatization
transaction        0.72           0.68           0.62         0.90           0.93
and merger
costs related
to
acquisitions
^(3) (4)
Return on
average
stockholder's
equity
excluding the
impact of
privatization      6.62           5.93           5.38         8.22           8.73
transaction
and merger
costs related
to
acquisitions
^(3) (4)
Efficiency         78.89          80.45          75.61        71.83          71.86
ratio ^ (5)
Adjusted
efficiency         67.76          70.29          68.37        66.18          68.76
ratio ^(6)
Net interest
margin ^(3)        3.01           3.17           3.25         3.23           3.20
(7)
                                                                                                            
Capital
ratios:
Tier 1
risk-based         12.56    %     12.44    %     13.77  %     13.78    %     13.73    %
capital ratio
^(8)
Total
risk-based         14.05          13.93          15.51        15.54          15.77
capital ratio
^(8)
Leverage ratio     10.70          11.18          12.03        11.58          11.35
^(8)
Tier 1 common
capital ratio      12.48          12.35          13.77        13.78          13.73
^(8) (9)
Tangible
common equity      10.05          9.92           11.46        11.04          10.20
ratio ^(10)

Refer to Exhibit 11 for footnote explanations.
                                                                                          

UnionBanCal Corporation and Subsidiaries
Credit Quality (Unaudited)
Exhibit 2

                                                                                       Percent Change to
                  As of and for the Three Months Ended                                       March 31, 2013 from
                  March 31,      December 31,   September      June 30,       March 31,      December  March
                                                30,                                          31,        31,
(Dollars in       2013           2012           2012           2012           2012           2012       2012
millions)
                                                                                                               
Credit Data:
(Reversal of)
provision for
loan losses,      $ (3     )     $ (3     )     $ 43           $ (13    )     $ 1            -      %   (400 ) %
excluding FDIC
covered loans
(Reversal of)
provision for
FDIC covered        -              (2     )       2              (1     )       (2     )     100        100
loan losses not
subject to FDIC
indemnification
(Reversal of)
provision for
losses on          15           (10    )      (4     )      (1     )      (2     )     250        nm
off-balance
sheet
commitments
Total (reversal
of) provision     $ 12          $ (15    )     $ 41          $ (15    )     $ (3     )     180        500
for credit
losses
Net loans         $ 14           $ 5            $ 42           $ 31           $ 53           180        (74  )
charged off
Nonperforming       607            616            637            658            706          (1   )     (14  )
assets
Criticized
loans held for      1,545          1,277          1,520          1,443          1,620        21         (5   )
investment
^(11)
                                                                                                               
Credit Ratios:
Allowance for
loan losses to:
Total loans
held for            1.05     %     1.09     %     1.21     %     1.21     %     1.30     %
investment
Nonaccrual          122.62         129.47         125.12         118.63         121.35
loans
Allowance for
credit losses
to ^(12):
Total loans
held for            1.27           1.28           1.43           1.45           1.54
investment
Nonaccrual          149.24         152.67         148.80         142.20         144.01
loans
Net loans
charged off to
average total       0.10           0.03           0.30           0.22           0.40
loans held for
investment ^(3)
Nonperforming
assets to total
loans held for
investment and      1.00           1.02           1.15           1.21           1.30
Other Real
Estate Owned
(OREO)
Nonperforming
assets to total     0.63           0.63           0.72           0.75           0.76
assets
Nonaccrual
loans to total      0.85           0.84           0.96           1.02           1.07
loans held for
investment
                                                                                                               
Excluding
purchased
credit-impaired
loans and FDIC
covered OREO
^(13):
Allowance for
loan losses to:
Total loans
held for            1.06     %     1.11     %     1.20     %     1.22     %     1.30     %
investment
Nonaccrual          129.56         137.40         130.29         127.22         129.95
loans
Allowance for
credit losses
to ^(12):
Total loans
held for            1.30           1.31           1.43           1.46           1.54
investment
Nonaccrual          157.75         162.05         155.39         152.64         154.55
loans
Net loans
charged off to
average total       0.08           0.01           0.29           0.21           0.41
loans held for
investment ^(3)
Nonperforming
assets to total
loans held for      0.87           0.88           0.96           1.01           1.04
investment and
OREO
Nonperforming
assets to total     0.54           0.54           0.60           0.62           0.61
assets
Nonaccrual
loans to total      0.82           0.81           0.92           0.96           1.00
loans held for
investment

Refer to Exhibit 11 for footnote explanations.
                  

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Income (Unaudited)
Exhibit 3
                                                                 
                   For the Three Months Ended
                   March 31,   December 31,   September     June 30,   March
                                              30,                      31,
(Dollars in        2013        2012           2012          2012       2012
millions)
Interest Income
Loans              $  629      $   629        $  608        $ 608      $ 594
Securities            118          122           129          134        142
Other                3          3           1          -        2   
Total interest       750        754         738        742      738 
income
                                                                       
Interest Expense
Deposits              65           62            56           57         58
Commercial paper
and other             1            1             2            3          3
short-term
borrowings
Long-term debt       36         36          39         36       36  
Total interest       102        99          97         96       97  
expense
                                                                       
Net Interest          648          655           641          646        641
Income
(Reversal of)
provision for        (3  )       (5   )       45         (14 )     (1  )
loan losses
Net interest
income after
(reversal of)        651        660         596        660      642 
provision for
loan losses
                                                                       
Noninterest
Income
Service charges
on deposit            53           51            51           52         55
accounts
Trust and
investment            35           33            29           27         30
management fees
Trading account       8            33            26           25         31
activities
Merchant banking      16           23            24           19         23
fees
Securities            96           20            41           28         19
gains, net
Brokerage
commissions and       12           12            11           11         10
fees
Card processing       9            8             8            8          8
fees, net
Other                26         54          12         18       38  
Total
noninterest          255        234         202        188      214 
income
                                                                       
Noninterest
Expense
Salaries and
employee              421          408           356          351        364
benefits
Net occupancy         75           70            65           64         68
and equipment
Professional and      58           81            54           47         46
outside services
Intangible asset      16           19            20           21         21
amortization
Regulatory            20           17            14           16         18
assessments
(Reversal of)
provision for
losses on             15           (10  )        (4   )       (1  )      (2  )
off-balance
sheet
commitments
Other                108        130         133        101      99  
Total
noninterest          713        715         638        599      614 
expense
                                                                       
Income before
income taxes and
including             193          179           160          249        242
noncontrolling
interests
Income tax            50           60            42           67         51
expense
                                                                   
Net Income
including             143          119           118          182        191
Noncontrolling
Interests
                                                                       
Deduct: Net loss
from                 4          4           6          5        4   
noncontrolling
interests
Net Income
attributable to    $  147     $   123       $  124       $ 187     $ 195 
UNBC
                                                                       

UnionBanCal Corporation and Subsidiaries
Consolidated Balance Sheets (Unaudited)
Exhibit 4
                                                                
                  March 31,    December     September    June 30,     March 31,
                               31,          30,
(Dollars in
millions except   2013         2012         2012         2012         2012
for per share
amount)
Assets
Cash and due      $ 1,265      $ 1,845      $ 1,237      $ 1,396      $ 1,371
from banks
Interest
bearing             3,776        3,477        1,703        1,479        3,260
deposits in
banks
Federal funds
sold and
securities         50         169        32         46         8      
purchased under
resale
agreements
Total cash and
cash                5,091        5,491        2,972        2,921        4,639
equivalents
Trading account
assets
(includes $40
at March 31,
2013, $1 at
December 31,
2012; $3 at         1,119        1,208        1,236        1,237        1,177
September 30,
2012; $34 at
June 30, 2012;
and $3 at March
31, 2012 of
assets pledged
as collateral)
Securities
available for       21,801       21,352       20,907       20,545       23,366
sale
Securities held
to maturity
(Fair value:
March 31, 2013,
$1,036;
December 31,
2012, $1,135;       1,015        1,103        1,182        2,345        2,066
September 30,
2012, $1,224;
June 30, 2012,
$2,536; and
March 31, 2012,
$2,278)
Loans held for      60,882       60,034       55,410       54,291       54,322
investment
Allowance for      (638   )    (653   )    (668   )    (656   )    (704   )
loan losses
Loans held for      60,244       59,381       54,742       53,635       53,618
investment, net
Premises and        707          710          637          649          663
equipment, net
Intangible          339          376          298          318          341
assets, net
Goodwill            2,952        2,942        2,457        2,457        2,456
FDIC
indemnification     285          338          401          449          521
asset
Other assets       3,406      4,091      3,353      3,383      3,476  
Total assets      $ 96,959    $ 96,992    $ 88,185    $ 87,939    $ 92,323 
                                                                      
Liabilities
Deposits:
Noninterest       $ 24,679     $ 25,478     $ 21,490     $ 20,777     $ 20,488
bearing
Interest           49,311     48,777     43,653     42,666     44,601 
bearing
Total deposits      73,990       74,255       65,143       63,443       65,089
Commercial
paper and other     2,228        1,363        2,091        3,035        6,680
short-term
borrowings
Long-term debt      5,314        5,622        5,540        6,444        5,554
Trading account     742          895          952          976          922
liabilities
Other              1,821      2,102      1,763      1,712      1,996  
liabilities
Total              84,095     84,237     75,489     75,610     80,241 
liabilities
                                                                      
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 March 31,     136          136          136          136          136
2013, December
31, 2012,
September 30,
2012, June 30,
2012, and March
31, 2012
Additional          5,997        5,994        5,989        5,985        5,992
paid-in capital
Retained            7,022        6,875        6,752        6,628        6,441
earnings
Accumulated
other              (561   )    (514   )    (440   )    (673   )    (748   )
comprehensive
loss
Total UNBC
stockholder's       12,594       12,491       12,437       12,076       11,821
equity
Noncontrolling     270        264        259        253        261    
interests
Total equity       12,864     12,755     12,696     12,329     12,082 
Total
liabilities and   $ 96,959    $ 96,992    $ 88,185    $ 87,939    $ 92,323 
equity
                                                                               

UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)
Exhibit 5
                                                                           
                      For the Three Months Ended
                      March 31, 2013                      December 31, 2012
                                   Interest   Average                  Interest   Average
                      Average      Income/    Yield/      Average      Income/    Yield/
(Dollars in           Balance      Expense    Rate        Balance      Expense    Rate
millions)                          ^(7)       ^(3)(7)                  ^(7)       ^(3)(7)
Assets
Loans held for
investment: ^(14)
Commercial and        $ 21,341     $   177    3.37    %   $ 20,585     $   182    3.53    %
industrial
Commercial mortgage     9,898          101    4.10          8,814          91     4.12
Construction            650            8      5.21          687            8      4.24
Lease financing         1,062          7      2.49          987            11     4.50
Residential             22,858         222    3.88          21,914         220    4.01
mortgage
Home equity and
other consumer         3,602        34     3.84         3,527        33     3.79
loans
Loans, before
purchased               59,411         549    3.72          56,514         545    3.85
credit-impaired
loans
Purchased
credit-impaired        1,142        80     28.33        728          85     46.39
loans
Total loans held        60,553         629    4.19          57,242         630    4.39
for investment
Securities              21,824         121    2.21          21,903         125    2.28
Interest bearing        4,223          3      0.25          3,250          2      0.26
deposits in banks
Federal funds sold
and securities          171            -      0.19          79             -      0.20
purchased under
resale agreements
Trading account         151            -      0.29          140            -      0.35
assets
Other earning          133          -      0.64         162          -      0.49
assets
Total earning           87,055        753    3.48          82,776        757    3.65
assets
Allowance for loan      (653   )                            (673   )
losses
Cash and due from       1,399                               1,375
banks
Premises and            705                                 663
equipment, net
Other assets           8,143                             7,910  
Total assets          $ 96,649                           $ 92,051 
                                                                                          
Liabilities
Interest bearing
deposits:
Transaction and
money market          $ 31,705         22     0.28        $ 28,988         18     0.25
accounts
Savings                 5,855          2      0.14          5,436          2      0.14
Time                   12,314       41     1.34         11,571       42     1.42
Total interest         49,874       65     0.53         45,995       62     0.53
bearing deposits
Commercial paper
and other               1,837          1      0.21          1,482          1      0.28
short-term
borrowings ^(15)
Long-term debt         5,406        36     2.68         5,562        36     2.61
Total borrowed         7,243        37     2.05         7,044        37     2.12
funds
Total interest          57,117        102    0.72          53,039        99     0.74
bearing liabilities
Noninterest bearing     24,382                              23,606
deposits
Other liabilities      2,302                             2,588  
Total liabilities       83,801                              79,233
                                                                                          
Equity
UNBC Stockholder's      12,584                              12,559
equity
Noncontrolling         264                               259    
interests
Total equity           12,848                            12,818 
Total liabilities     $ 96,649                           $ 92,051 
and equity
                                                                                          
Net interest
income/spread                          651    2.76    %                    658    2.91    %
(taxable-equivalent
basis)
Impact of
noninterest bearing                           0.21                                0.23
deposits
Impact of other
noninterest bearing                           0.04                                0.03
sources
Net interest margin                           3.01                                3.17
Less:
taxable-equivalent                    3                                  3
adjustment
Net interest income                $   648                             $   655
                    
Refer to Exhibit 11 for footnote explanations.


UnionBanCal Corporation and Subsidiaries
Net Interest Income (Unaudited)
Exhibit 6
                                                                           
                      For the Three Months Ended
                      March 31, 2013                      March 31, 2012
                                   Interest   Average                  Interest   Average
                      Average      Income/    Yield/      Average      Income/    Yield/
(Dollars in           Balance      Expense    Rate        Balance      Expense    Rate
millions)                          ^(7)       ^(3)(7)                  ^(7)       ^(3)(7)
Assets
Loans held for
investment: ^(14)
Commercial and        $ 21,341     $   177    3.37    %   $ 19,650     $   175    3.59    %
industrial
Commercial mortgage     9,898          101    4.10          8,274          85     4.11
Construction            650            8      5.21          803            8      3.94
Lease financing         1,062          7      2.49          1,021          11     4.25
Residential             22,858         222    3.88          19,802         216    4.36
mortgage
Home equity and
other consumer         3,602        34     3.84         3,692        36     3.94
loans
Loans, before
purchased               59,411         549    3.72          53,242         531    4.00
credit-impaired
loans
Purchased
credit-impaired        1,142        80     28.33        907          66     29.04
loans
Total loans held        60,553         629    4.19          54,149         597    4.42
for investment
Securities              21,824         121    2.21          24,265         142    2.35
                                                                                          
Interest bearing        4,223          3      0.25          1,731          2      0.25
deposits in banks
Federal funds sold
and securities          171            -      0.19          61             -      0.21
purchased under
resale agreements
Trading account         151            -      0.29          151            -      0.62
assets
Other earning          133          -      0.64         146          -      0.10
assets
Total earning           87,055        753    3.48          80,503        741    3.68
assets
Allowance for loan      (653   )                            (765   )
losses
Cash and due from       1,399                               1,326
banks
Premises and            705                                 673
equipment, net
Other assets           8,143                             7,712  
Total assets          $ 96,649                           $ 89,449 
                                                                                          
Liabilities
Interest bearing
deposits:
Transaction and
money market          $ 31,705         22     0.28        $ 25,609         14     0.22
accounts
Savings                 5,855          2      0.14          5,278          2      0.16
Time                   12,314       41     1.34         13,443       42     1.24
Total interest         49,874       65     0.53         44,330       58     0.52
bearing deposits
Commercial paper
and other               1,837          1      0.21          4,335          3      0.29
short-term
borrowings ^(15)
Long-term debt         5,406        36     2.68         6,079        36     2.41
Total borrowed         7,243        37     2.05         10,414       39     1.53
funds
Total interest          57,117        102    0.72          54,744        97     0.71
bearing liabilities
Noninterest bearing     24,382                              20,095
deposits
Other liabilities      2,302                             2,722  
Total liabilities       83,801                              77,561
                                                                                          
Equity
UNBC Stockholder's      12,584                              11,621
equity
Noncontrolling         264                               267    
interests
Total equity           12,848                            11,888 
Total liabilities     $ 96,649                           $ 89,449 
and equity
                                                                                          
Net interest
income/spread                          651    2.76    %                    644    2.97    %
(taxable-equivalent
basis)
Impact of
noninterest bearing                           0.21                                0.19
deposits
Impact of other
noninterest bearing                           0.04                                0.04
sources
Net interest margin                           3.01                                3.20
Less:
taxable-equivalent                    3                                  3
adjustment
Net interest income                $   648                             $   641
                    
Refer to Exhibit 11 for footnote explanations.


UnionBanCal Corporation and Subsidiaries
Loans and Nonperforming Assets (Unaudited)
Exhibit 7
                                                                
                     March 31,   December     September    June 30,   March
                                 31,          30,                     31,
(Dollars in          2013        2012         2012         2012       2012
millions)
                                                                      
Loans held for
investment (period
end)
Loans held for
investment:
Commercial and       $  21,433   $  20,827    $  20,124    $ 19,465   $ 19,429
industrial
Commercial              9,918       9,939        8,293       8,188      8,510
mortgage
Construction            659         627          678         613        776
Lease financing        1,060      1,104       962        994       1,023
Total commercial        33,070      32,497       30,057      29,260     29,738
portfolio
Residential             23,146      22,705       21,335      20,729     20,081
mortgage
Home equity and
other consumer         3,542      3,647       3,494      3,604     3,654
loans
Total consumer         26,688     26,352      24,829     24,333    23,735
portfolio
Loans held for
investment, before
purchased               59,758      58,849       54,886      53,593     53,473
credit-impaired
loans
FDIC covered                                                      
loans:
Purchased
credit-impaired        1,124      1,185       524        698       849
loans
Total loans held     $  60,882   $  60,034    $  55,410    $ 54,291   $ 54,322
for investment
                                                                      
Nonperforming
Assets (period
end)
Nonaccrual loans:
Commercial and       $  49       $  48        $  36        $ 75       $ 71
industrial
Commercial              57          65           91          101        120
mortgage
Construction           -          -           -          -         16
Total commercial        106         113          127         176        207
portfolio
Residential             326         306          325         293        301
mortgage
Home equity and
other consumer         59         56          52         44        26
loans
Total consumer         385        362         377        337       327
portfolio
Nonaccrual loans,
before purchased        491         475          504         513        534
credit-impaired
loans
Purchased
credit-impaired        29         30          30         40        46
loans
Total nonaccrual        520         505          534         553        580
loans
                                                                      
OREO                    29          45           22          26         24
FDIC covered OREO      58         66          81         79        102
                                                                      
Total
nonperforming        $  607      $  616       $  637       $ 658      $ 706
assets
                                                                      
Total
nonperforming
assets, excluding
purchased            $  520      $  520       $  526       $ 539      $ 558
credit-impaired
loans and FDIC
covered OREO
                                                                      
Loans 90 days or
more past due and    $  3        $  1         $  1         $ 1        $ 2
still accruing ^
(16)

Refer to Exhibit 11 for footnote explanations.


UnionBanCal Corporation and Subsidiaries
Allowance for Credit Losses (Unaudited)
Exhibit 8
                                                                 
                       As of and for the Three Months Ended
                       March 31,   December     September    June      March
                                   31,          30,          30,       31,
(Dollars in            2013        2012         2012         2012      2012
millions)
                                                                       
Analysis of
Allowance for Credit
Losses
Balance, beginning     $  653      $  668       $  656       $ 704     $ 764
of period
                                                                       
(Reversal of)
provision for loan        (3   )      (3   )       43          (13 )     1
losses, excluding
FDIC covered loans
(Reversal of)
provision for FDIC
covered loan losses       -           (2   )       2           (1  )     (2  )
not subject to FDIC
indemnification
Increase (decrease)
in allowance covered      2           (4   )       8           (3  )     (6  )
by FDIC
indemnification
Other                     -           (1   )       1           -         -
                                                                       
Loans charged off:
Commercial and            (1   )      (6   )       (12  )      (10 )     (34 )
industrial
Commercial mortgage       (2   )      (3   )       (1   )      (5  )     (6  )
Construction             -         -          -         (11 )    -   
Total commercial          (3   )      (9   )       (13  )      (26 )     (40 )
portfolio
Residential mortgage      (7   )      (6   )       (22  )      (9  )     (12 )
Home equity and          (6   )     (9   )      (19  )     (7  )    (11 )
other consumer loans
Total consumer            (13  )      (15  )       (41  )      (16 )     (23 )
portfolio
FDIC covered loans       (3   )     (8   )      (3   )     (2  )    -   
Total loans charged       (19  )      (32  )       (57  )      (44 )     (63 )
off
                                                                       
Recoveries of loans
previously charged
off:
Commercial and            3           6            7           8         4
industrial
Commercial mortgage       -           10           5           -         3
Construction              -           2            1           5         1
Lease financing          -         5          -         -       -   
Total commercial          3           23           13          13        8
portfolio
Home equity and          1         1          1         -       1   
other consumer loans
Total consumer           1         1          1         -       1   
portfolio
FDIC covered loans       1         3          1         -       1   
Total recoveries of
loans previously         5         27         15        13      10  
charged off
Net loans charged        (14  )     (5   )      (42  )     (31 )    (53 )
off
                                                                       
Ending balance of
allowance for loan        638         653          668         656       704
losses
Allowance for losses
on off-balance sheet     138       117        126       130     131 
commitments
Total allowance for    $  776     $  770      $  794      $ 786    $ 835 
credit losses
                                                                       
Components of
allowance for loan
losses:
Allowance for loan
losses, excluding
allowance on           $  637      $  652       $  656       $ 652     $ 694
purchased
credit-impaired
loans
Allowance for loan
losses on purchased      1         1          12        4       10  
credit-impaired
loans
Total allowance for    $  638     $  653      $  668      $ 656    $ 704 
loan losses
                                                                             

UnionBanCal Corporation and Subsidiaries
Securities Available for Sale (Unaudited)
Exhibit 9

                                                           Fair      Fair
                                                                Value      Value
                                                                Amount     % Change
                  March 31, 2013         December 31, 2012      Change     from
                                                                from
                  Amortized   Fair       Amortized   Fair       December   December
                                                                31,        31,
(Dollars in       Cost        Value      Cost        Value      2012       2012
millions)
                                                                                    
U.S. government
sponsored         $  468      $ 472      $  866      $ 885      $ (413 )   (47   )  %
agencies
Residential
mortgage-backed
securities:
U.S. government
and government       13,172     13,281      13,104     13,333     (52  )   (0    )
sponsored
agencies
Privately            358        362         445        443        (81  )   (18   )
issued
Commercial
mortgage-backed      3,500      3,563       2,863      2,971      592      20
securities
Collateralized
loan                2,296     2,302      1,996     1,959     343     18
obligations
Securities
available for
sale before          19,794     19,980      19,274     19,591     389      2
other debt and
equity
securities
Other debt
securities:
Conduit debt         1,557      1,532       1,482      1,438      94       7
bonds
Other                253        258         301        304        (46  )   (15   )
Equity              30        31         19        19        12      63
securities
Total
securities        $  21,634   $ 21,801   $  21,076   $ 21,352   $ 838     4        %
available for
sale
                                                                                    

<td class="bwpadl0 bwnowrap bwpadr0 bwvertalignb bwali*Story too large*
UnionBanCal Corporation and Subsidiaries
Reconciliation of Non-GAAP Measures (Unaudited)
                                                                              
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.
Exhibit 10
                                                                                    
                        As of and for the Three Months Ended
                        March 31,      December       September      June 30,       March 31,
                                       31,            30,
(Dollars in millions)   2013           2012           2012           2012           2012
                                                                                    
Net income              $ 147          $ 123          $ 124          $ 187          $ 195
attributable to UNBC
Adjustments for
merger costs related      24             26             3              2              1
to acquisitions, net
of tax
Net adjustments for
privatization            (1     )      2            5            7            6      
transaction, net of
tax
Net income
attributable to UNBC,
excluding impact of
privatization           $ 170         $ 151         $ 132         $ 196         $ 202    
transaction and
merger costs related
to acquisitions
                                                                                    
Average total assets    $ 96,649       $ 92,051       $ 87,881       $ 89,479       $ 89,449
Net adjustments
related to               2,330        2,345        2,359        2,377        2,394  
privatization
transaction
Average total assets,
excluding impact of     $ 94,319      $ 89,706      $ 85,522      $ 87,102      $ 87,055 
privatization
transaction
Return on average         0.61     %     0.54     %     0.56     %     0.84     %     0.88
assets ^(3)
Return on average
assets, excluding
impact of
privatization             0.72           0.68           0.62           0.90           0.93
transaction and
merger costs related
to acquisitions ^(3)
(4)
                                                                                    
Average UNBC            $ 12,584       $ 12,559       $ 12,209       $ 11,905       $ 11,621
stockholder's equity
Adjustments for
merger costs related      (48    )       (15    )       (5     )       (2     )       -
to acquisitions
Net adjustments for
privatization            2,353        2,360        2,366        2,371        2,375  
transaction
Average UNBC
stockholder's equity,
excluding impact of
privatization           $ 10,279      $ 10,214      $ 9,848       $ 9,536       $ 9,246  
transaction and
merger costs related
to acquisitions
Return on average
UNBC stockholder's        4.67     %     3.93     %     4.03     %     6.32     %     6.75
equity ^(3)
Return on average
UNBC stockholder's
equity, excluding
impact of
privatization             6.62           5.93           5.38           8.22           8.73
transaction and
merger costs related
to acquisitions^(3)
(4)
                                                                                    
Noninterest expense     $ 713          $ 715          $ 638          $ 599          $ 614
Less: Foreclosed
asset expense and         (1     )       6              -              1              1
other credit costs
Less: (Reversal of)
provision for losses      15             (10    )       (4     )       (1     )       (2     )
on off-balance sheet
commitments
Less: Productivity        4              19             10             2              6
initiative costs
Less: Low income
housing credit (LIHC)     15             17             15             18             13
investment
amortization expense
Less: Expenses of the
LIHC consolidated         6              6              10             8              7
VIEs
Less: Merger costs
related to                40             43             6              3              1
acquisitions
Less: Net adjustments
related to                14             17             21             21             22
privatization
transaction
Less: Debt
termination fees from     -              -              30             -              -
balance sheet
repositioning
Less: Intangible         3            -            -            -            -      
asset amortization
Noninterest expense,    $ 617         $ 617         $ 550         $ 547         $ 566    
as adjusted (a)
                                                                                    
Total revenue           $ 903          $ 889          $ 843          $ 834          $ 855
Add: Net interest
income                    3              3              3              3              3
taxable-equivalent
adjustment
Less: Productivity        -              -              -              -              23
initiative gains
Less: Accretion
related to
privatization-related     13             15             12             10             11
fair value
adjustments
Less: Gains from
certain securities
associated with           (8     )       -              30             -              -
balance sheet
repositioning
Less: Other credit       (9     )      -            -            -            -      
costs
Total revenue, as       $ 910         $ 877         $ 804         $ 827         $ 824    
adjusted (b)
Adjusted efficiency       67.76    %     70.29    %     68.37    %     66.18    %     68.76
ratio (a)/(b) ^(6)
                                                                                    
Total UNBC              $ 12,594       $ 12,491       $ 12,437       $ 12,076       $ 11,821
stockholder's equity
Less: Goodwill            2,952          2,942          2,457          2,457          2,456
Less: Intangible
assets, except            337            373            298            318            341
mortgage servicing
rights (MSRs)
Less: Deferred tax
liabilities related      (122   )      (129   )      (117   )      (115   )      (123   )
to goodwill and
intangible assets
Tangible common         $ 9,427       $ 9,305       $ 9,799       $ 9,416       $ 9,147  
equity (c)
Tier 1 capital,
determined in
accordance with         $ 10,031       $ 9,864        $ 10,196       $ 10,049       $ 9,853
regulatory
requirements
Less: Junior
subordinated debt        66           66           -            -            -      
payable to trusts
Tier 1 common equity    $ 9,965       $ 9,798       $ 10,196      $ 10,049      $ 9,853  
(d)
Total assets            $ 96,959       $ 96,992       $ 88,185       $ 87,939       $ 92,323
Less: Goodwill            2,952          2,942          2,457          2,457          2,456
Less: Intangible          337            373            298            318            341
assets, except MSRs
Less: Deferred tax
liabilities related      (122   )      (129   )      (117   )      (115   )      (123   )
to goodwill and
intangible assets
Tangible assets (e)     $ 93,792      $ 93,806      $ 85,547      $ 85,279      $ 89,649 
Risk-weighted assets,
determined in
accordance with         $ 79,870      $
regulatory
requirements (f) ^(7)

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