UNIONBANCAL CORP, 10-Q/A, 1999-02-04

UNIONBANCAL CORP
10-Q/A, 1999-02-04
NATIONAL COMMERCIAL BANKS

Previous: MICROCIDE PHARMACEUTICALS INC, 8-A12G, 1999-02-04

Next: UNIONBANCAL CORP, 10-K/A, 1999-02-04

<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-Q/A

/X/ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1998

Commission file number 0-28118

UNIONBANCAL CORPORATION

<TABLE>
<S> <C>
State of Incorporation: California I.R.S. Employer Identification No. 94-1234979
</TABLE>

350 California Street
San Francisco, California 94104
Telephone: (415) 765-2126

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes X No __

Number of shares of Common Stock outstanding at December 31, 1998: 175,259,919

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
NUMBER
-----------
<S> <C>

PART I
FINANCIAL INFORMATION

Consolidated Financial Highlights..................................................................... 2

Item 1. Financial Statements:
Consolidated Statements of Income................................................................... 4
Consolidated Balance Sheets......................................................................... 5
Consolidated Statements of Changes in Shareholders' Equity.......................................... 6
Consolidated Statements of Cash Flows............................................................... 7
Notes to Consolidated Financial Statements.......................................................... 8

Item 2. Management's Discussion and Analysis:
Introduction........................................................................................ 12
Business Segments................................................................................... 12
Summary............................................................................................. 13
Net Interest Income................................................................................. 16
Noninterest Income.................................................................................. 19
Noninterest Expense................................................................................. 20
Income Tax Expense.................................................................................. 21
Loans............................................................................................... 22
Cross-Border Outstandings........................................................................... 23
Allowance for Credit Losses......................................................................... 24
Nonperforming Assets................................................................................ 29
Loans 90 Days or More Past Due and Still Accruing................................................... 29
Liquidity........................................................................................... 30
Regulatory Capital.................................................................................. 30
Year 2000........................................................................................... 30
Euro Conversion..................................................................................... 34

Item 3. Market Risk................................................................................... 35

PART II
OTHER INFORMATION

Item 5. Other Information............................................................................. 36

Item 6. Exhibits and Reports on Form 8-K.............................................................. 36
Signatures............................................................................................
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION

UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS
(UNAUDITED)

<TABLE>
<CAPTION>
PERCENT CHANGE TO
SEPTEMBER 30, 1998 FROM:
FOR THE THREE MONTHS ENDED
----------------------------------------- ----------------------------
SEPTEMBER 30, JUNE 30, SEPTEMBER 30, JUNE 30, SEPTEMBER 30,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1998 1997 1998 1997
- ---------------------------------------------------- ------------- ----------- ------------- ----------- ---------------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net interest income(1)............................ $ 337,702 $ 326,708 $ 313,555 3.37% 7.70%
Provision for credit losses....................... 10,000 15,000 -- (33.33) nm
Noninterest income................................ 123,925 147,994 116,820 (16.26) 6.08
Noninterest expense............................... 290,378 277,325 253,317 4.71 14.63
------------- ----------- -------------
Income before income taxes(1)..................... 161,249 182,377 177,058 (11.58) (8.93)
Taxable-equivalent adjustment..................... 1,069 1,152 1,301 (7.20) (17.83)
Income tax expense................................ 11,913 72,704 45,953 (83.61) (74.08)
------------- ----------- -------------
Net income........................................ $ 148,267 $ 108,521 $ 129,804 36.63% 14.22%
------------- ----------- -------------
------------- ----------- -------------
PER COMMON SHARE:
Net income--basic(2)(3)........................... $ 0.85 $ 0.62 $ 0.73 36.56% 15.98%
Net income--diluted(2)(3)......................... 0.84 0.62 0.73 36.76 15.53
Dividends(3)(4)................................... 0.14 0.14 0.14 -- --
Book value (end of period)(2)(3).................. 17.04 16.21 14.96 5.10 13.91
Common shares outstanding (end of period)(2)(3)... 175,208,037 176,174,614 174,848,461 0.02 0.21
Weighted average common shares
outstanding--basic(2)(3)........................ 175,188,084 175,114,974 174,820,651 0.04 0.21
Weighted average common shares
outstanding--diluted(2)(3)...................... 175,791,963 175,789,968 175,439,980 -- 0.20
BALANCE SHEET (END OF PERIOD):
Total assets...................................... $31,407,318 $30,922,575 $30,982,479 1.57% 1.37%
Total loans....................................... 23,497,845 22,958,328 22,297,724 2.35 5.38
Nonperforming assets.............................. 81,399 122,943 132,974 (33.79) (38.79)
Total deposits.................................... 23,663,129 23,412,519 22,974,188 1.07 3.00
Subordinated capital notes........................ 298,000 348,000 382,000 (14.37) (21.99)
Common equity(2).................................. 2,984,950 2,839,530 2,615,327 5.12 14.13
BALANCE SHEET (PERIOD AVERAGE):
Total assets...................................... $30,762,880 $29,756,517 $30,113,382 3.38% 2.16%
Total loans....................................... 23,432,772 22,698,082 22,167,332 3.24 5.71
Earning assets.................................... 27,767,944 26,724,142 26,730,417 3.91 3.88
Total deposits.................................... 22,571,441 22,154,050 22,226,453 1.88 1.55
Common equity(2).................................. 2,866,497 2,795,714 2,550,254 2.53 12.40
FINANCIAL RATIOS:
Return on average assets(5)....................... 1.91% 1.46% 1.71%
Return on average common equity(2)(6)............. 20.52 15.57 19.89
Efficiency ratio(7)............................... 62.97 58.47 59.22
Net interest margin(1)............................ 4.84 4.90 4.66
Tier 1 risk-based capital ratio................... 9.53 9.28 8.92
Total risk-based capital ratio.................... 11.51 11.34 11.02
Leverage ratio.................................... 9.37 9.27 8.39
Allowance for credit losses to total loans........ 2.02 2.08 2.15
Allowance for credit losses to nonaccrual loans... 697.19 446.71 435.92
Net loans charged off to average total loans(8)... 0.21 0.05 0.42
Nonperforming assets to total loans and foreclosed
assets.......................................... 0.35 0.54 0.60
Nonperforming assets to total assets.............. 0.26 0.40 0.43
</TABLE>

- ------------------------
(1) Amounts are on a taxable-equivalent basis using the federal statutory tax
rate of 35 percent.
(2) Three months ended June 30, 1998 and September 30, 1997 results have been
restated to give retroactive effect to the exchange on August 10, 1998 of
10.2 million shares of the Company's common stock for The Bank of
Tokyo-Mitsubishi, Ltd.'s (BTM) direct ownership interest in Union Bank of
California (the Bank).
(3) Amounts restated to give retroactive effect to the stock split referred
to in Note 1 of the accompanying notes to Consolidated Financial
Statements.
(4) Dividends per share reflect dividends declared on the Company's common
stock outstanding as of the declaration date.
(5) Based on annualized net income.
(6) Based on annualized net income applicable to common stock.
(7) The efficiency ratio is noninterest expense, excluding foreclosed asset
expense (income), as a percentage of net interest income
(taxable-equivalent) and noninterest income. Foreclosed asset expense
(income) was $(0.3) million, $(0.2) million, and $(1.6) million in the
third quarter of 1998, the second quarter of 1998, and the third quarter
of 1997, respectively.
(8) Annualized.
nm = not meaningful

2
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS (CONTINUED)
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
-----------------------------------------
<S> <C> <C> <C>
SEPTEMBER 30, SEPTEMBER 30, PERCENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997 CHANGE
- -------------------------------------------------------------------------- ------------- ------------- -----------
RESULTS OF OPERATIONS:
Net interest income(1).................................................. $ 983,056 $ 917,408 7.16%
Provision for credit losses............................................. 45,000 -- nm
Noninterest income...................................................... 399,949 342,627 16.73
Noninterest expense..................................................... 836,178 762,208 9.70
------------- -------------
Income before income taxes(1)........................................... 501,827 497,827 0.80
Taxable-equivalent adjustment........................................... 3,417 4,107 (16.80)
Income tax expense...................................................... 146,045 174,869 (16.48)
------------- -------------
Net income.............................................................. $ 352,365 $ 318,851 10.51%
------------- -------------
------------- -------------
PER COMMON SHARE:
Net income--basic(2)(3)................................................. $ 2.01 $ 1.78 12.90%
Net income--diluted(2)(3)............................................... 2.01 1.78 12.95
Dividends(3)............................................................ 0.42 0.37 12.50
Book value (end of period)(2)(3)........................................ 17.04 14.96 13.91
Common shares outstanding (end of period)(2)(3)......................... 175,208,037 174,848,461 0.21
Weighted average common shares outstanding--basic(2)(3)................. 175,090,890 174,614,764 0.27
Weighted average common shares outstanding--diluted(2)(3)............... 175,728,849 175,071,292 0.38

BALANCE SHEET (END OF PERIOD):
Total assets............................................................ $31,407,318 $30,982,479 1.37%
Total loans............................................................. 23,497,845 22,297,724 5.38
Nonperforming assets.................................................... 81,399 132,974 (38.79)
Total deposits.......................................................... 23,663,129 22,974,188 3.00
Subordinated capital notes.............................................. 298,000 382,000 (21.99)
Common equity(2)........................................................ 2,984,950 2,615,327 14.13

BALANCE SHEET (PERIOD AVERAGE):
Total assets............................................................ $30,130,893 $29,451,728 2.31%
Total loans............................................................. 22,916,992 21,693,329 5.64
Earning assets.......................................................... 27,002,879 26,066,274 3.59
Total deposits.......................................................... 22,386,160 21,823,524 2.58
Common equity(2)........................................................ 2,792,727 2,469,521 13.09

FINANCIAL RATIOS:
Return on average assets(5)............................................. 1.56% 1.45%
Return on average common equity(2)(6)................................... 16.87 16.85
Efficiency ratio(7)..................................................... 60.51 60.55
Net interest margin(1).................................................. 4.86 4.70
Tier 1 risk-based capital ratio......................................... 9.53 8.92
Total risk-based capital ratio.......................................... 11.51 11.02
Leverage ratio.......................................................... 9.37 8.39
Allowance for credit losses to total loans.............................. 2.02 2.15
Allowance for credit losses to nonaccrual loans......................... 697.19 435.92
Net loans charged off to average total loans(8)......................... 0.12 0.28
Nonperforming assets to total loans and foreclosed assets............... 0.35 0.60
Nonperforming assets to total assets.................................... 0.26 0.43
</TABLE>

- ------------------------
(1) Amounts are on a taxable-equivalent basis using the federal statutory tax
rate of 35 percent.

(2) Nine months ended September 30, 1997 results have been restated to give
retroactive effect to the exchange on August 10, 1998 of 10.2 million
shares of the Company's common stock for BTM's direct ownership interest
in the Bank.

(3) Amounts restated to give retroactive effect to the stock split referred
to in Note 1 of the accompanying notes to the Consolidated Financial
Statements.

(4) Dividends per share reflect dividends declared on the Company's common
stock outstanding as of the declaration date.

(5) Based on annualized net income.

(6) Based on annualized net income applicable to common stock.

(7) The efficiency ratio is noninterest expense, excluding foreclosed asset
expense (income), as a percentage of net interest income
(taxable-equivalent) and noninterest income. Foreclosed asset expense
(income) was $(0.7) million for the first nine months of 1998 and 1997.

(8) Annualized.

nm = not meaningful

3
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE FOR THE NINE
MONTHS ENDED MONTHS ENDED
SEPTEMBER 30, SEPTEMBER 30,
-------------------- --------------------
<S> <C> <C> <C> <C>
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 1998 1997 1998 1997
- ---------------------------------------------------------------------- --------- --------- --------- ---------
INTEREST INCOME
Loans............................................................... $ 468,199 $ 449,840 $1,365,285 $1,311,337
Securities.......................................................... 53,559 44,226 145,390 123,075
Interest bearing deposits in banks.................................. 2,769 16,125 14,187 43,404
Federal funds sold and securities purchased under resale
agreements........................................................ 4,074 4,204 11,784 18,727
Trading account assets.............................................. 7,372 5,842 19,976 13,388
--------- --------- --------- ---------
Total interest income........................................... 535,973 520,237 1,556,622 1,509,931
--------- --------- --------- ---------
INTEREST EXPENSE
Domestic deposits................................................... 118,847 134,888 353,283 386,699
Foreign deposits.................................................... 20,805 17,759 66,455 55,156
Federal funds purchased and securities sold under repurchase
agreements........................................................ 26,051 18,170 59,667 44,053
Commercial paper.................................................... 24,257 21,814 67,719 66,543
Subordinated capital notes.......................................... 4,797 6,856 15,883 17,180
Other borrowed funds................................................ 4,583 8,496 13,976 26,999
--------- --------- --------- ---------
Total interest expense.......................................... 199,340 207,983 576,983 596,630
--------- --------- --------- ---------
NET INTEREST INCOME................................................... 336,633 312,254 979,639 913,301
Provision for credit losses......................................... 10,000 -- 45,000 --
--------- --------- --------- ---------
Net interest income after provision for credit losses........... 326,633 312,254 934,639 913,301
--------- --------- --------- ---------
NONINTEREST INCOME
Service charges on deposit accounts................................. 35,709 29,271 101,288 84,699
Trust and investment management fees................................ 30,777 27,143 88,806 76,737
International commissions and fees.................................. 17,951 17,208 54,516 49,593
Merchant transaction processing fees................................ 14,871 15,326 42,988 42,653
Merchant banking fees............................................... 6,095 5,074 24,083 19,899
Securities gains, net............................................... 653 1,546 5,579 2,098
Other............................................................... 17,869 21,252 82,689 66,948
--------- --------- --------- ---------
Total noninterest income........................................ 123,925 116,820 399,949 342,627
--------- --------- --------- ---------
NONINTEREST EXPENSE
Salaries and employee benefits...................................... 159,680 141,009 459,592 418,970
Net occupancy....................................................... 23,590 21,619 67,294 64,133
Equipment........................................................... 14,039 13,376 41,842 41,206
Merchant transaction processing..................................... 11,415 11,002 33,008 31,269
Communications...................................................... 9,834 10,349 31,515 31,135
Professional services............................................... 9,285 6,461 25,186 19,062
Advertising and public relations.................................... 8,066 7,532 22,419 20,759
Data processing..................................................... 7,327 6,544 20,462 19,115
Foreclosed asset expense (income)................................... (325) (1,572) (746) (696)
Merger and integration.............................................. -- -- -- 6,037
Other............................................................... 47,467 36,997 135,606 111,218
--------- --------- --------- ---------
Total noninterest expense....................................... 290,378 253,317 836,178 762,208
--------- --------- --------- ---------
Income before income taxes.......................................... 160,180 175,757 498,410 493,720
Income tax expense.................................................. 11,913 45,953 146,045 174,869
--------- --------- --------- ---------
NET INCOME............................................................ $ 148,267 $ 129,804 $ 352,365 $ 318,851
--------- --------- --------- ---------
--------- --------- --------- ---------
NET INCOME APPLICABLE TO COMMON STOCK(1).............................. $ 148,267 $ 127,857 $ 352,365 $ 311,251
--------- --------- --------- ---------
--------- --------- --------- ---------
NET INCOME PER COMMON SHARE--BASIC(1)(2).............................. $ 0.85 $ 0.73 $ 2.01 $ 1.78
--------- --------- --------- ---------
--------- --------- --------- ---------
NET INCOME PER COMMON SHARE--DILUTED(1)(2)............................ $ 0.84 $ 0.73 $ 2.01 $ 1.78
--------- --------- --------- ---------
--------- --------- --------- ---------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC(1)(2)............... 175,188 174,821 175,091 174,615
--------- --------- --------- ---------
--------- --------- --------- ---------
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED(1)(2)............. 175,792 175,440 175,729 175,071
--------- --------- --------- ---------
--------- --------- --------- ---------
</TABLE>

- ----------------------------------
(1) Results for the three and nine months ended September 30, 1997 have been
restated to give retroactive effect to the exchange on August 10, 1998 of
10.2 million shares of the Company's common stock for BTM's direct
ownership interest in the Bank.

(2) Amounts restated to give retroactive effect to the stock split referred
to in Note 1 of the accompanying notes to the Consolidated Financial
Statements.

See accompanying notes to consolidated financial statements.

4
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(UNAUDITED)

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
(DOLLARS IN THOUSANDS, EXCEPT SHARE DATA) 1998 1997 1997
- ------------------------------------------------------------------------ ------------- ------------ -------------
<S> <C> <C> <C>
ASSETS
Cash and due from banks................................................. $ 2,211,595 $2,541,699 $ 2,086,873
Interest bearing deposits in banks...................................... 133,165 633,421 1,064,858
Federal funds sold and securities purchased under resale agreements..... 629,784 24,335 762,978
------------- ------------ -------------
Total cash and cash equivalents..................................... 2,974,544 3,199,455 3,914,709
Trading account assets.................................................. 357,515 394,313 496,254
Securities available for sale........................................... 3,200,376 2,538,386 2,625,490
Securities held to maturity (market value: September 30, 1998, $165,807;
December 31, 1997, $193,115; September 30, 1997, $237,102)............ 162,018 188,775 232,388
Loans (net of allowance for credit losses: September 30, 1998, $473,717;
December 31, 1997, $451,692; September 30, 1997, $478,454)............ 23,024,128 22,289,716 21,819,270
Due from customers on acceptances....................................... 464,581 773,339 737,600
Premises and equipment, net............................................. 407,863 406,299 403,851
Other assets............................................................ 816,293 794,982 752,917
------------- ------------ -------------
Total assets........................................................ $31,407,318 $30,585,265 $30,982,479
------------- ------------ -------------
------------- ------------ -------------
LIABILITIES
Domestic deposits:
Noninterest bearing................................................... $ 9,427,080 $8,574,515 $ 7,958,088
Interest bearing...................................................... 12,379,167 12,666,458 13,297,367
Foreign deposits:
Noninterest bearing................................................... 247,038 275,029 284,611
Interest bearing...................................................... 1,609,844 1,780,372 1,434,122
------------- ------------ -------------
Total deposits...................................................... 23,663,129 23,296,374 22,974,188

Federal funds purchased and securities sold under repurchase
agreements............................................................ 1,574,163 1,335,884 1,294,943
Commercial paper........................................................ 1,417,077 966,575 1,593,733
Other borrowed funds.................................................... 339,340 476,010 745,753
Acceptances outstanding................................................. 464,581 773,339 737,600
Other liabilities....................................................... 666,078 709,784 638,935
Subordinated capital notes.............................................. 298,000 348,000 382,000
------------- ------------ -------------
Total liabilities................................................... 28,422,368 27,905,966 28,367,152
------------- ------------ -------------
SHAREHOLDERS' EQUITY(1)
Common stock(2)--$1.67 stated value:
Authorized 300,000,000 shares, issued 175,208,037 as of September 30,
1998, 174,917,673 as of December 31, 1997, and 174,848,461 as of
September 30, 1997.................................................. 292,013 291,529 291,414
Additional paid-in capital.............................................. 1,430,539 1,422,680 1,420,428
Retained earnings....................................................... 1,233,068 957,662 889,105
Accumulated other comprehensive income.................................. 29,330 7,428 14,380
------------- ------------ -------------
Total shareholders' equity.......................................... 2,984,950 2,679,299 2,615,327
------------- ------------ -------------
Total liabilities and shareholders' equity.......................... $31,407,318 $30,585,265 $30,982,479
------------- ------------ -------------
------------- ------------ -------------
</TABLE>

- ------------------------------
(1) Balances as of December 31, 1997 and September 30, 1997 have been
restated to give retroactive effect to the exchange on August 10, 1998 of
10.2 million shares of the Company's common stock for BTM's direct
ownership interest in the Bank.

(2) Amounts restated to give retroactive effect to the stock split referred
to in Note 1 of the accompanying notes to Consolidated Financial
Statements.

See accompanying notes to consolidated financial statements.

5
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY(3)
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
------------------------
<S> <C> <C>
(DOLLARS IN THOUSANDS) 1998 1997
- ---------------------------------------------------------------------------------------- ----------- -----------
PREFERRED STOCK
Balance, beginning of period............................................................ $ -- $ 135,000
Redemption of preferred stock........................................................... -- (135,000)
----------- -----------
Balance, end of period................................................................ $ -- $ --
----------- -----------
COMMON STOCK
Balance, beginning of period............................................................ $ 291,529 $ 290,762
Dividend reinvestment plan.............................................................. 6 2
Deferred compensation--restricted stock awards.......................................... 281 283
Stock options exercised................................................................. 197 367
----------- -----------
Balance, end of period................................................................ $ 292,013 $ 291,414
----------- -----------
ADDITIONAL PAID-IN CAPITAL
Balance, beginning of period............................................................ $ 1,422,680 $ 1,413,076
Dividend reinvestment plan.............................................................. 10 (77)
Deferred compensation--restricted stock awards.......................................... 5,217 3,498
Stock options exercised................................................................. 2,632 3,931
----------- -----------
Balance, end of period................................................................ $ 1,430,539 $ 1,420,428
----------- -----------
RETAINED EARNINGS
Balance, beginning of period............................................................ $ 957,662 $ 645,214
Net income(1)........................................................................... 352,365 318,851
Dividends on common stock(2)............................................................ (73,632) (65,320)
Dividends on preferred stock............................................................ -- (7,600)
Deferred compensation--restricted stock awards.......................................... (3,327) (2,040)
----------- -----------
Balance, end of period................................................................ $ 1,233,068 $ 889,105
----------- -----------
ACCUMULATED OTHER COMPREHENSIVE INCOME
Balance, beginning of period............................................................ $ 7,428 $ 10,881
----------- -----------
Net income(1)........................................................................... 352,365 318,851
Other comprehensive income.............................................................. 21,902 3,499
----------- -----------
Comprehensive income.................................................................... 374,267 322,350
Less: net income included in retained earnings.......................................... (352,365) (318,851)
----------- -----------
Balance, end of period................................................................ $ 29,330 $ 14,380
----------- -----------
TOTAL SHAREHOLDERS' EQUITY.......................................................... $ 2,984,950 $ 2,615,327
----------- -----------
----------- -----------
</TABLE>

- ------------------------
(1) Includes dividends applicable to preferred shareholders of $7.6 million
for the first nine months of 1997.

(2) Dividends per share, after giving effect to the stock split referred to
in Note 1 of the accompanying notes to Consolidated Financial Statements,
were $0.42 and $0.37 for the first nine months of 1998 and 1997,
respectively, and are based on the Company's shares outstanding at the
declaration date.

(3) Balances as of September 30, 1997 have been restated to give retroactive
effect to the exchange on August 10, 1998 of 10.2 million shares of the
Company's common stock for BTM's direct ownership interest in the Bank.

See accompanying notes to consolidated financial statements.

6
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
------------------------
(DOLLARS IN THOUSANDS) 1998 1997
- ---------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income............................................................................ $ 352,365 $ 318,851
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses......................................................... 45,000 --
Depreciation, amortization and accretion............................................ 50,528 49,285
Provision for deferred income taxes................................................. 7,409 38,734
Gain on sales of securities available for sale...................................... (5,579) (2,098)
Merger and integration costs less than cash utilized................................ (12,350) (27,200)
Net (increase) decrease in trading account assets................................... 36,798 (40,382)
Other, net.......................................................................... (24,839) 92,393
----------- -----------
Total adjustments................................................................. 96,967 110,732
----------- -----------
Net cash provided by operating activities............................................. 449,332 429,583
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale.................................. 418,456 3,920
Proceeds from matured and called securities available for sale........................ 196,358 326,833
Purchases of securities available for sale............................................ (1,253,529) (777,281)
Proceeds from matured and called securities held to maturity.......................... 26,960 36,121
Net increase in loans................................................................. (797,343) (1,312,241)
Other, net............................................................................ (42,032) (19,986)
----------- -----------
Net cash used by investing activities............................................... (1,451,130) (1,742,634)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net increase in deposits.............................................................. 366,755 1,441,228
Net increase (decrease) in federal funds purchased and securities sold under
repurchase agreements............................................................... 238,279 (27,711)
Net increase in commercial paper and other borrowed funds............................. 313,832 94,601
Maturity and redemption of subordinated debt.......................................... (50,000) (200,000)
Proceeds from issuance of subordinated debt........................................... -- 200,000
Payments of cash dividends............................................................ (73,631) (68,787)
Redemption of preferred stock......................................................... -- (135,000)
Other, net............................................................................ 2,471 2,642
----------- -----------
Net cash provided by financing activities........................................... 797,706 1,306,973
----------- -----------
Net decrease in cash and cash equivalents............................................... (204,092) (6,078)
Cash and cash equivalents at beginning of period........................................ 3,199,455 3,937,697
Effect of exchange rate changes on cash and cash equivalents............................ (20,819) (16,910)
----------- -----------
Cash and cash equivalents at end of period.............................................. $ 2,974,544 $ 3,914,709
----------- -----------
----------- -----------
CASH PAID DURING THE PERIOD FOR:
Interest.............................................................................. $ 588,487 $ 611,347
Income taxes.......................................................................... 189,411 47,359

SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Loans transferred to foreclosed assets (OREO)......................................... $ 13,882 $ 19,033
Dividends declared but unpaid......................................................... 24,529 24,518
</TABLE>

See accompanying notes to consolidated financial statements.

7
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

SEPTEMBER 30, 1998
(UNAUDITED)

NOTE 1--BASIS OF PRESENTATION AND NATURE OF OPERATIONS

The unaudited consolidated financial statements of UnionBanCal Corporation
and subsidiaries (the Company) have been prepared in accordance with generally
accepted accounting principles (GAAP) for interim financial reporting and the
instructions to Form 10-Q and Rule 10-01 of Regulation S-X. However, they do not
include all of the disclosures necessary for annual financial statements in
conformity with GAAP. Accordingly, these unaudited consolidated financial
statements should be read in conjunction with the audited consolidated financial
statements included in the Company's Form 10-K for the year ended December 31,
1997. The preparation of financial statements in conformity with GAAP also
requires management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of
revenue and expense during the reporting period. Actual results could differ
from those estimates.

On August 10, 1998, the Company exchanged 10.2 million shares of its common
stock for 7.2 million shares of Union Bank of California, N.A. (the Bank) common
stock owned directly by The Bank of Tokyo-Mitsubishi, Ltd. (BTM). This share
exchange provides the Company with a 100 percent ownership interest in the Bank.
In addition, it increases BTM's ownership percentage of the Company to 82
percent from 81 percent.

The exchange of shares was accounted for as a reorganization of entities
under common control. Accordingly, amounts previously reported as Parent Direct
Interest in Bank Subsidiary, including the proportionate share of net income,
dividends, and other comprehensive income have been reclassified to combine them
with the corresponding amounts attributable to the Company's Common Stockholders
for all periods presented.

On November 18, 1998, the Company's Board of Directors approved the
declaration of a 3-for-1 stock split effective for shareholders of record on
December 7, 1998. Accordingly, all historical financial information has been
restated as if the stock split had been in effect for all periods presented.

Certain other amounts for prior periods have been reclassified to conform to
current financial statement presentation.

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

In June 1996, Statement of Financial Accounting Standards (SFAS) No. 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities", was issued. This Statement establishes standards for when
transfers of financial assets, including those with continuing involvement by
the transferor, should be considered a sale. SFAS No. 125 also establishes
standards for when a liability should be considered extinguished. This Statement
is effective for transfers of assets and extinguishments of liabilities after
December 31, 1996. In December 1996, the Financial Accounting Standards Board
(FASB) reconsidered certain provisions of SFAS No. 125 and issued SFAS No. 127,
"Deferral of the Effective Date of Certain Provisions of FASB Statement No.
125", to defer for one year the effective date of implementation for
transactions related to repurchase agreements, dollar-roll repurchase
agreements, securities lending and similar transactions. Management determined
that the effect of adoption of SFAS No. 125 and SFAS No. 127 on the Company's
financial statements was not material.

8
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1998
(UNAUDITED)

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
In June 1997, the FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information", which establishes annual and interim
reporting standards for an enterprise's operating segments and related
disclosures about its products, services, geographic areas, and major customers.
Adoption of this Statement will not impact the Company's consolidated financial
position, results of operations or cash flows, and any effect will be limited to
the form and content of its disclosures. This Statement is effective for fiscal
years beginning after December 15, 1997, with earlier application permitted. The
Company expects to adopt SFAS No. 131 at December 31, 1998.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits". The Standard revises the
disclosure requirements for pensions and other postretirement benefits. Adoption
of this Statement will not impact the Company's consolidated financial position,
results of operations or cash flows, and any effect will be limited to the form
and content of its disclosures. This Statement is effective for fiscal years
beginning after December 15, 1997. The Company expects to adopt SFAS No. 132 at
December 31, 1998.

In June 1998, the FASB issued SFAS No. 133, "Accounting for Derivative
Instruments and Hedging Activities". The Statement will require the Company to
recognize all derivatives on the balance sheet at fair value. SFAS No. 133
requires that derivative instruments used to hedge be identified specifically to
assets, liabilities, firm commitments or anticipated transactions and measured
as effective and ineffective when hedging changes in fair value or cash flows.
Derivative instruments that do not qualify as either a fair value or cash flow
hedge will be valued at fair value with the resultant gain or loss recognized in
current earnings. Changes in the effective portion of fair value hedges will be
recognized in current earnings along with the change in fair value of the hedged
item. Changes in the effective portion of the fair value of cash flow hedges
will be recognized in other comprehensive income until realization of the cash
flows of the hedged item through current earnings. Any ineffective portion of
hedges will be recognized in current earnings. Management believes that,
depending upon the accumulated net gain or loss of the effective portion of cash
flow hedges at the date of adoption, the impact of SFAS No. 133 could have a
material impact on other comprehensive income. However, Management believes that
any ineffective portion of cash flow hedges or any other hedges will not have a
material impact on the Company's financial position or results of operations.
This Statement is effective for fiscal years beginning after June 15, 1999, with
earlier application encouraged. The Company expects to adopt SFAS No. 133 as of
January 1, 2000.

In October 1998, the FASB issued SFAS No. 134, "Accounting for
Mortgage-Backed Securities Retained after the Securitization of Mortgage Loans
Held for Sale by a Mortgage Banking Enterprise". This Statement amends SFAS No.
65, "Accounting for Certain Mortgage Banking Activities", which established
accounting and reporting standards for certain activities of mortgage banking
and other similar enterprises. After securitization of mortgage loans held for
sale, SFAS No. 134 requires an entity to classify the resulting mortgage-backed
securities or other retained interests, based on its ability or intent to sell
or hold those investments. Management believes that the adoption of SFAS No. 134
will have no impact on the Company's financial position or results of
operations. This Statement is effective for fiscal years beginning after
December 15, 1998, with earlier application permitted. The Company expects to
adopt SFAS No. 134 at January 1, 1999.

In March 1998, the American Institute of Certified Public Accountants
(AICPA) issued Statement of Position (SOP) 98-1, "Accounting for the Costs of
Computer Software Developed or Obtained for Internal

9
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1998
(UNAUDITED)

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
Use". SOP 98-1 requires the capitalization of eligible costs of specified
activities related to computer software developed or obtained for internal use.
Management believes that the adoption of SOP 98-1 will not have a material
effect on the Company's financial position or results of operations. The
Statement is effective for fiscal years beginning after December 15, 1998, with
earlier adoption encouraged. The Company expects to adopt SOP 98-1 on January 1,
1999.

In June 1998, the AICPA issued SOP 98-5, "Reporting on the Costs of Start-Up
Activities". SOP 98-5 requires that entities expense start-up costs and
organization costs as they are incurred. Management believes that the adoption
of SOP 98-5 will not have a material effect on the Company's financial position
or results of operations. The Statement is effective for fiscal years beginning
after December 15, 1998, with earlier adoption encouraged. The Company expects
to adopt SOP 98-5 on January 1, 1999.

NOTE 3--EARNINGS PER SHARE

Basic earnings per share (EPS) is computed by dividing net income after
preferred dividends by the weighted average number of common shares outstanding
during the period. Diluted EPS incorporates the dilutive effect of common stock
equivalents outstanding on an average basis during the period. Stock options are
a common stock equivalent. The following table presents a reconciliation of
basic and diluted EPS for the three months and nine months ended September 30,
1998 and 1997:
<TABLE>
<CAPTION>
THREE MONTHS ENDED SEPTEMBER 30, NINE MONTHS ENDED SEPTEMBER 30,
------------------------------------------ ------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
1998 1997 1998 1997
-------------------- -------------------- -------------------- --------------------

<CAPTION>
(AMOUNTS IN THOUSANDS) BASIC DILUTED BASIC DILUTED BASIC DILUTED BASIC DILUTED
- ----------------------------------- --------- --------- --------- --------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net income......................... $ 148,267 $ 148,267 $ 129,804 $ 129,804 $ 352,365 $ 352,365 $ 318,851 $ 318,851
Less:
Dividends on preferred stock..... -- -- (1,947) (1,947) -- -- (7,600) (7,600)
--------- --------- --------- --------- --------- --------- --------- ---------
Income available to common
shareholders..................... $ 148,267 $ 148,267 $ 127,857 $ 127,857 $ 352,365 $ 352,365 $ 311,251 $ 311,251
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Weighted average common shares
outstanding...................... 175,188 175,188 174,821 174,821 175,091 175,091 174,615 174,615
Additional shares due to:
Assumed conversion of dilutive
stock options.................. -- 604 -- 619 -- 638 -- 456
--------- --------- --------- --------- --------- --------- --------- ---------
Adjusted weighted average common
shares outstanding............... 175,188 175,792 174,821 175,440 175,091 175,729 174,615 175,071
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
Earnings per share................. $ 0.85 $ 0.84 $ 0.73 $ 0.73 $ 2.01 $ 2.01 $ 1.78 $ 1.78
--------- --------- --------- --------- --------- --------- --------- ---------
--------- --------- --------- --------- --------- --------- --------- ---------
</TABLE>

NOTE 4--COMPREHENSIVE INCOME

In June 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income", which requires that an enterprise report and display, by major
components and as a single total, the change in its net assets during the period
from non-owner sources. This Statement is effective for fiscal years beginning
after December 15, 1997. The adoption of this Statement in the first quarter of
1998 resulted in a change in the financial statement presentation, but did not
have an impact on the Company's consolidated financial position, results of
operations or cash flows. Certain amounts in the prior period have been
reclassified to conform to the current presentation under SFAS No. 130.

10
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

SEPTEMBER 30, 1998
(UNAUDITED)

NOTE 4--COMPREHENSIVE INCOME (CONTINUED)
The following is a summary of the components of accumulated other
comprehensive income:

<TABLE>
<CAPTION>
FOR THE NINE MONTHS
ENDED SEPTEMBER 30,
--------------------
<S> <C> <C>
(DOLLARS IN THOUSANDS) 1998 1997
- ------------------------------------------------------------------------------------------------ --------- ---------
Net unrealized gain on securities available for sale, net of reclassification adjustment:
Beginning balance............................................................................. $ 19,886 $ 14,064
Net unrealized gain on securities available for sale, during the first nine months, before
tax......................................................................................... 41,378 10,626
Income tax expense............................................................................ (15,766) (4,229)
Less: reclassification adjustment for net realized gains on securities available for sale
included in net income during the first nine months, before tax............................. (5,579) (2,098)
Plus: income tax expense...................................................................... 1,960 857
--------- ---------
Net activity.................................................................................. 21,993 5,156
--------- ---------
Ending balance................................................................................ 41,879 19,220
--------- ---------
Foreign currency translation adjustments:
Beginning balance............................................................................. (12,458) (3,183)
Foreign currency translation adjustments during the first nine months, before tax............. (153) (2,785)
Income tax benefit............................................................................ 62 1,128
--------- ---------
Net activity.................................................................................. (91) (1,657)
--------- ---------
Ending balance................................................................................ (12,549) (4,840)
--------- ---------
Other comprehensive income...................................................................... $ 21,902 $ 3,499
--------- ---------
--------- ---------
Accumulated other comprehensive income.......................................................... $ 29,330 $ 14,380
--------- ---------
--------- ---------
</TABLE>

NOTE 5--INCOME TAX EXPENSE

During the third quarter of 1998, a reduction of state income tax
liabilities of $52.4 million, net of federal tax, was recorded: $44.8 million
reflects previously accrued 1997 and 1998 state income tax liabilities and the
remaining $7.6 million relates to third quarter 1998. The reduction results from
the Company's ability to file its 1997 and 1998 California franchise tax returns
on a worldwide unitary basis, which incorporates the financial results of BTM
and its worldwide affiliates. During the third quarter of 1997, the Company
received a refund from the State of California Franchise Tax Board of $24.7
million, net of federal tax, in settlement of litigation, administration and
audit disputes covering the years 1975-1987.

11
<PAGE>
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

THIS DOCUMENT MAY CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE SUBJECT TO
RISKS AND UNCERTAINTIES THAT COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY
FROM THOSE INDICATED. FOR A DISCUSSION OF FACTORS THAT COULD CAUSE ACTUAL
RESULTS TO DIFFER, PLEASE SEE THE DISCUSSION CONTAINED HEREIN AND IN THE
COMPANY'S PUBLICLY AVAILABLE SECURITIES AND EXCHANGE COMMISSION FILINGS AND
PRESS RELEASES.

INTRODUCTION

UnionBanCal Corporation (UNBC) is a San Francisco, California-based
commercial bank holding company with consolidated assets of $31.4 billion at
September 30, 1998. Based on total assets, UNBC and its consolidated
subsidiaries (the Company) was the third largest bank holding company in
California and among the 30 largest in the United States. At September 30, 1998,
the Company operated 244 banking offices in California, 6 banking offices in
Oregon and Washington, and 18 overseas facilities. At September 30, 1998, UNBC
was 82 percent owned by The Bank of Tokyo-Mitsubishi, Ltd. (BTM) and 18 percent
owned by other shareholders. UNBC's principal subsidiary, Union Bank of
California, N.A. (the Bank), was 100 percent owned by UNBC. (See Note 1 in the
accompanying notes to the Company's Consolidated Financial Statements.)

The interim financial information should be read in conjunction with the
Company's Form 10-K for the year ended December 31, 1997. Certain amounts for
prior periods have been reclassified to conform to current financial statement
presentation.

BUSINESS SEGMENTS

The Company's operations are divided into five primary segments: the
Community Banking Group (CBG); the Commercial Financial Services Group (CFSG);
the Trust and Private Financial Services Group (TPFSG); the Global Markets Group
(GMG); and the International Banking Group (IBG).

CBG offers a comprehensive line of loan and deposit products for consumers
and businesses primarily located in California. CBG provides services through
its 244 branches in California, as well as branches in Oregon and Washington. In
addition to the traditional consumer and business loan products, CBG offers
credit products to small to mid-size agricultural enterprises, international
trade and settlement services; and E-banking through the Company's web site and
through personal financial management products. Average assets in CBG for the
nine months ended September 30, 1998, were $10.3 billion of the Company's total
assets.

CFSG offers a full product line of commercial financial services to
California middle market companies, large corporations across the nation, real
estate companies and other, more specialized industries such as oil and energy
utilities, media, communications, healthcare, forest products, finance companies
and retailing. Through its relationships with title and escrow companies,
government agencies and other primarily corporate customers who provide large
pools of deposits, CFSG provides a significant source of funding for the
Company. Average assets in CFSG for the nine months ended September 30, 1998,
were $10.8 billion of the Company's total assets.

TPFSG, through its five main business divisions, offers trust, custody and
advisory services to institutional and to individual customers. Within these
divisions, TPFSG provides trust and private banking services to high net worth
individuals; investment management and advisory services for trust customers,
the Company's proprietary mutual fund family, HighMark and for traditional
employee benefit plan and 401(k) services; and global and domestic custody
services, securities lending and corporate trust services.

12
<PAGE>
Through the Company's registered broker/dealer, TPFSG provides brokerage
services to trust and retail customers. At September 30, 1998, TPFSG had
approximately $90 billion assets under administration.

GMG manages the market-related risks for the Company as part of its
responsibilities for asset/liability management. Additionally, GMG offers to
customers a broad range of risk management products such as foreign exchange,
interest rate swaps, caps and floors. GMG originates debt instruments for bank
eligible issuers and trades debt instruments in the secondary market. Average
assets in GMG for the nine months ended September 30, 1998, were $4.3 billion of
the Company's total assets.

IBG offers corporate banking products through its full service foreign
branches in Tokyo, Taipei, and Seoul and its banking units and representative
offices in other parts of Asia and Latin America. A leader in international
correspondent banking, IBG ranks among the top 5 U.S. banks doing correspondent
banking in Asia. Through its branches in the U.S., IBG also provides trade
finance and other international services for export/import activity. Average
assets in IBG for the nine months ended September 30, 1998, were $3.0 billion of
the Company's total assets.

SUMMARY

Net income in the third quarter of 1998 was $148.3 million, compared to
$129.8 million in the third quarter of 1997. Net income applicable to common
stock was $148.3 million, or $0.84 per diluted common share, in the third
quarter of 1998, compared with $127.9 million, or $0.73 per diluted common
share, in the third quarter of 1997. Excluding the tax benefit of $44.8 million,
net of federal tax, for previously accrued 1997 and 1998 state income tax
liabilities, and lower third quarter state income tax provision of $7.6 million,
net of federal tax, net income applicable to common stock was $95.8 million, or
$0.55 per diluted common share. Excluding the $24.7 million tax refund in the
third quarter of 1997, net income applicable to common stock was $103.2 million,
or $0.59 per diluted common share. This decrease in diluted earnings per common
share from the third quarter of last year was primarily related to increases in
personnel expense, an increase in the provision for credit losses, and expenses
related to higher deposit volumes and Year 2000 compliance expenses. Other
highlights of the third quarter of 1998 include:

- Net interest income, on a taxable-equivalent basis, was $337.7 million in
the third quarter of 1998, a $24.1 million, or 8 percent, increase from
the third quarter of 1997. The increase in net interest income was
primarily due to an 18 basis point increase in the net interest margin and
a $1.0 billion, or 4 percent, increase in average earning assets,
resulting primarily from a $1.3 billion, or 6 percent, increase in average
loans. The increase in net interest margin was principally due to a $1.1
billion, or 14 percent, increase in average noninterest bearing deposits,
which raised the proportion of earning assets funded by core deposits.

- A provision for credit losses of $10.0 million was recorded in the third
quarter of 1998, compared with no provision in 1997. Net charge-offs for
the third quarter of 1998 were $12.5 million. This resulted from
management's regular quarterly assessment of overall credit quality, loan
growth and economic conditions in relation to the level of the allowance
for credit losses. Nonperforming assets declined $48.4 million, or 37
percent, from December 31, 1997 to $81.4 million at September 30, 1998.
Nonperforming assets as a percentage of total assets declined to 0.26
percent at September 30, 1998, compared with 0.42 percent at the end of
1997. Total nonaccrual loans at September 30, 1998 and December 31, 1997
were $67.9 million and $109.3 million, respectively. This decrease was due
primarily to third quarter 1998 loan sales totaling $29.8 million. The
ratio of nonaccrual loans to total loans declined from 0.48 percent to
0.29 percent.

- Noninterest income was $123.9 million, an increase of $7.1 million, or 6
percent, over the third quarter of 1997. Service charges on deposit
accounts grew $6.4 million, or 22 percent, reflecting growth in average
deposits. In addition, trust and investment management fees increased $3.6
million, or 13 percent, on growth in assets under management. These
increases were partially

13
<PAGE>
offset by a decrease in other noninterest income of $3.4 million, or 16
percent, partially due to a $2.9 million trading loss arising from the
decline in interest rates.

- Noninterest expense was $290.4 million in the third quarter of 1998,
compared with $253.3 million in the third quarter of 1997, an increase of
$37.1 million, or 15 percent. Personnel-related expense increased $18.7
million, or 13 percent, primarily due to increases in salaries and
employee benefits, a portion of which relates to a 3 percent increase in
total employees, performance-based incentive compensation, and a decline
in the fair value of assets underlying postretirement benefit plans,
caused by the downturn in the financial markets. Professional services
increased $2.8 million, or 44 percent, due principally to additional costs
related to the Year 2000 effort. Other noninterest expense increased $10.5
million, or 28 percent, primarily attributable to additional expenses
incurred to support higher deposit volumes.

- The effective tax rate for the third quarter of 1998 was 7 percent,
compared with 26 percent for the third quarter of 1997. The lower
effective tax rate in the third quarter of 1998 was the result of a total
reduction of $52.4 million, net of federal tax, $44.8 million for
previously accrued 1997 and 1998 state income tax liabilities, and lower
third quarter state income tax provision of $7.6 million. The third
quarter 1997 effective tax rate was reduced by a $24.7 million after-tax
refund from the State of California Franchise Tax Board (FTB). Excluding
the state tax reduction and the FTB refund, the effective tax rates for
the third quarter of 1998 and 1997 were 40 percent.

- In the third quarter of 1998, the return on average assets increased to
1.91 percent from 1.71 percent a year earlier. The return on average
common equity was 20.52 percent at September 30, 1998, compared to 19.89
percent at September 30, 1997.

- Total loans at September 30, 1998 increased $756.4 million, or 3 percent,
over December 31, 1997, primarily due to growth in the commercial,
financial and industrial portfolio.

- The Company's Tier 1 and total risk-based capital ratios were 9.53 percent
and 11.51 percent at September 30, 1998, compared with 8.96 percent and
11.05 percent at December 31, 1997. The third quarter 1998 leverage ratio
for the Company was 9.37 percent, compared with 8.53 percent at December
31, 1997.

Net income for the first nine months of 1998 was $352.4 million, compared to
$318.9 million for the first nine months of 1997. Net income applicable to
common stock was $352.4 million, or $2.01 per diluted common share, for the
first nine months of 1998, compared with $311.3 million, or $1.78 per diluted
common share, for the first nine months of 1997. Excluding the tax benefit of
$52.4 million, net of federal tax, recorded in the first nine months of 1998,
net income applicable to common stock was $299.9 million, or $1.71 per diluted
common share. Excluding the $24.7 million tax refund for the first nine months
of 1997, net income applicable to common stock was $286.6 million, or $1.64 per
diluted common share.

Other highlights of the first nine months of 1998 include:

- Net interest income, on a taxable-equivalent basis, was $983.1 million for
the first nine months of 1998, a $65.6 million, or 7 percent, increase
from the comparable period one year earlier. The increase in net interest
income was primarily due to a 16 basis point increase in the net interest
margin and a $936.6 million, or 4 percent, increase in average earning
assets, resulting primarily from a $1.2 billion, or 6 percent, increase in
average loans, largely funded by a $1.1 billion, or 15 percent, increase
in average noninterest bearing deposits.

- A provision for credit losses of $45.0 million was recorded for the first
nine months of 1998, compared with no provision in 1997. Net charge-offs
for the nine months ended September 30, 1998 were $21.0 million. This
resulted from management's regular quarterly assessments of overall credit
quality, loan growth and economic conditions in relation to the level of
the allowance for credit losses.

14
<PAGE>
- Noninterest income was $399.9 million, an increase of $57.3 million, or 17
percent, over the first nine months of 1997. This increase includes the
$17.1 million gain from the sale of the credit card portfolio in the
second quarter of 1998. Service charges on deposit accounts grew $16.6
million, or 20 percent, reflecting growth in average deposits; trust and
investment management fees increased $12.1 million, or 16 percent, on
growth in assets under management; international commissions and fees
increased $4.9 million; and securities gains, net increased $3.5 million,
primarily from the sale of securities available for sale.

- Noninterest expense was $836.2 million for the first nine months of 1998,
compared with $762.2 million for the first nine months of 1997, an
increase of $74.0 million, or 10 percent. Personnel-related expense
increased $40.6 million, or 10 percent, primarily due to increases in
salaries, a portion of which relates to increases in staffing,
performance-based incentive compensation as well as a decline in the fair
value of assets underlying postretirement benefit plans, caused by the
downturn in the financial markets. Professional fees increased $6.1
million, or 32 percent, primarily due to additional costs related to the
Year 2000 effort. Other noninterest expense increased $24.4 million, or 22
percent, primarily attributable to additional expenses incurred to support
higher deposit volumes.

- The effective tax rate for the first nine months of 1998 was 29 percent,
compared with 35 percent for the first nine months of 1997. The lower
effective tax rate for the first nine months of 1998 was the result of a
total reduction of $52.4 million, net of federal tax, in state income tax
liabilities. Excluding this state tax reduction, the effective tax rate
for the first nine months of 1998 was 40 percent. Excluding the $24.7
million after-tax refund from the California Franchise Tax Board, the
effective tax rate for the first nine months of 1997 was 40 percent.

- The return on average assets for the first nine months of 1998 increased
to 1.56 percent, compared to 1.45 percent for the first nine months of
1997. The return on average common equity increased slightly to 16.87
percent for the first nine months of 1998, compared to 16.85 percent for
the first nine months of 1997.

15
<PAGE>
NET INTEREST INCOME

The table below shows the major components of net interest income and net
interest margin.

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
--------------------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
------------------------------------ ------------------------------------
INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
(DOLLARS IN THOUSANDS) BALANCE EXPENSE(1) RATE(1) BALANCE EXPENSE(1) RATE(1)
- -------------------------------------------- ---------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans:(2)
Domestic.................................. $22,132,617 $ 445,989 8.00% $20,572,171 $ 426,992 8.23%
Foreign(3)................................ 1,300,155 22,388 6.83 1,595,161 23,147 5.76
Securities--taxable(4)...................... 3,287,094 51,584 6.26 2,655,275 42,245 6.34
Securities--tax-exempt(4)................... 99,440 2,809 11.30 118,514 2,983 10.07
Interest bearing deposits in banks.......... 152,283 2,769 7.21 1,085,110 16,125 5.90
Federal funds sold and securities purchased
under resale agreements................... 288,295 4,074 5.61 293,775 4,204 5.68
Trading account assets...................... 508,060 7,429 5.80 410,411 5,842 5.65
---------- ----------- ---------- -----------
Total earning assets.................... 27,767,944 537,042 7.69 26,730,417 521,538 7.75
----------- -----------
Allowance for credit losses................. (480,555) (495,361)
Cash and due from banks..................... 1,889,831 1,951,891
Premises and equipment, net................. 406,375 409,574
Other assets................................ 1,179,285 1,516,861
---------- ----------
Total assets............................ $30,762,880 $30,113,382
---------- ----------
---------- ----------
LIABILITIES
Domestic deposits:
Interest bearing.......................... $5,501,340 $ 39,120 2.82 $5,328,180 $ 38,422 2.86
Savings and consumer time................. 3,272,432 31,253 3.79 2,995,038 28,780 3.81
Large time................................ 3,563,309 48,474 5.40 4,838,640 67,686 5.55
Foreign deposits(3)......................... 1,604,878 20,805 5.14 1,513,336 17,759 4.66
---------- ----------- ---------- -----------
Total interest bearing deposits......... 13,941,959 139,652 3.97 14,675,194 152,647 4.13
---------- ----------- ---------- -----------
Federal funds purchased and securities sold
under repurchase agreements............... 1,901,127 26,051 5.44 1,334,367 18,170 5.40
Subordinated capital notes.................. 308,870 4,797 6.16 421,130 6,856 6.46
Commercial paper............................ 1,751,697 24,257 5.49 1,566,887 21,814 5.52
Other borrowed funds........................ 319,642 4,583 5.69 648,003 8,496 5.20
---------- ----------- ---------- -----------
Total borrowed funds.................... 4,281,336 59,688 5.53 3,970,387 55,336 5.53
---------- ----------- ---------- -----------
Total interest bearing liabilities...... 18,223,295 199,340 4.34 18,645,581 207,983 4.43
----------- -----------
Noninterest bearing deposits................ 8,629,482 7,551,259
Other liabilities........................... 1,043,606 1,273,842
---------- ----------
Total liabilities....................... 27,896,383 27,470,682
SHAREHOLDERS' EQUITY
Preferred stock............................. -- 92,446
Common equity............................... 2,866,497 2,550,254
---------- ----------
Total shareholders' equity.............. 2,866,497 2,642,700
---------- ----------
Total liabilities and shareholders'
equity................................ $30,762,880 $30,113,382
---------- ----------
---------- ----------
Net interest income/margin
(taxable-equivalent basis)................ 337,702 4.84% 313,555 4.66%
Less: taxable-equivalent adjustment......... 1,069 1,301
----------- -----------
Net interest income..................... $ 336,633 $ 312,254
----------- -----------
----------- -----------
</TABLE>

- ------------------------
(1) Yields and interest income are presented on a taxable-equivalent basis
using the federal statutory tax rate of 35 percent.

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

(3) Foreign loans and deposits are those loans and deposits originated in
foreign branches.

(4) Yields on securities available for sale are based on fair value. The
difference between these yields and those based on amortized cost was not
significant.

16
<PAGE>
NET INTEREST INCOME (CONTINUED)

<TABLE>
<CAPTION>
FOR THE NINE MONTHS ENDED
--------------------------------------------------------------------------
SEPTEMBER 30, 1998 SEPTEMBER 30, 1997
------------------------------------ ------------------------------------
INTEREST AVERAGE INTEREST AVERAGE
AVERAGE INCOME/ YIELD/ AVERAGE INCOME/ YIELD/
(DOLLARS IN THOUSANDS) BALANCE EXPENSE(1) RATE(1) BALANCE EXPENSE(1) RATE(1)
- -------------------------------------------- ---------- ----------- ----------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C> <C>
ASSETS
Loans:(2)
Domestic.................................. $21,569,891 $1,297,483 8.04% $20,218,298 $1,245,658 8.23%
Foreign(3)................................ 1,347,101 68,380 6.79 1,475,031 66,578 6.03
Securities--taxable(4)...................... 2,949,151 139,720 6.32 2,476,970 116,715 6.29
Securities--tax-exempt(4)................... 106,783 8,348 10.42 126,634 9,567 10.07
Interest bearing deposits in banks.......... 279,938 14,187 6.78 996,710 43,404 5.82
Federal funds sold and securities purchased
under resale agreements................... 281,565 11,784 5.60 450,603 18,727 5.56
Trading account assets...................... 468,450 20,137 5.75 322,028 13,389 5.56
---------- ----------- ---------- -----------
Total earning assets.................... 27,002,879 1,560,039 7.72 26,066,274 1,514,038 7.76
----------- -----------
Allowance for credit losses................. (471,384) (514,043)
Cash and due from banks..................... 1,903,155 2,005,177
Premises and equipment, net................. 402,197 413,024
Other assets................................ 1,294,046 1,481,296
---------- ----------
Total assets............................ $30,130,893 $29,451,728
---------- ----------
---------- ----------
LIABILITIES
Domestic deposits:
Interest bearing.......................... $5,447,712 $ 115,626 2.84 $5,274,137 $ 111,457 2.83
Savings and consumer time................. 3,176,898 90,713 3.82 2,956,493 83,695 3.78
Large time................................ 3,606,182 146,945 5.45 4,691,506 191,547 5.46
Foreign deposits(3)......................... 1,723,282 66,454 5.16 1,560,149 55,156 4.73
---------- ----------- ---------- -----------
Total interest bearing deposits......... 13,954,074 419,738 4.02 14,482,285 441,855 4.08
---------- ----------- ---------- -----------
Federal funds purchased and securities sold
under repurchase agreements............... 1,481,809 59,667 5.38 1,106,180 44,053 5.32
Subordinated capital notes.................. 335,179 15,883 6.34 353,429 17,180 6.50
Commercial paper............................ 1,641,425 67,720 5.52 1,631,056 66,543 5.45
Other borrowed funds........................ 323,082 13,975 5.78 673,359 26,999 5.36
---------- ----------- ---------- -----------
Total borrowed funds.................... 3,781,495 157,245 5.56 3,764,024 154,775 5.50
---------- ----------- ---------- -----------
Total interest bearing liabilities...... 17,735,569 576,983 4.35 18,246,309 596,630 4.37
----------- -----------
Noninterest bearing deposits................ 8,432,086 7,341,239
Other liabilities........................... 1,170,511 1,274,000
---------- ----------
Total liabilities....................... 27,338,166 26,861,548
SHAREHOLDERS' EQUITY
Preferred stock............................. -- 120,659
Common equity............................... 2,792,727 2,469,521
---------- ----------
Total shareholders' equity.............. 2,792,727 2,590,180
---------- ----------
Total liabilities and shareholders'
equity................................ $30,130,893 $29,451,728
---------- ----------
---------- ----------
Net interest income/margin
(taxable-equivalent basis)................ 983,056 4.86% 917,408 4.70%
Less: taxable-equivalent adjustment......... 3,417 4,107
----------- -----------
Net interest income..................... $ 979,639 $ 913,301
----------- -----------
----------- -----------
</TABLE>

- ------------------------
(1) Yields and interest income are presented on a taxable-equivalent basis
using the federal statutory tax rate of 35 percent.

(3) Foreign loans and deposits are those loans and deposits originated in
foreign branches.

(4) Yields on securities available for sale are based on fair value. The
difference between these yields and those based on amortized cost was not
significant.

17
<PAGE>
Net interest income is interest earned on loans and investments less
interest expense on deposit accounts and borrowings. Primary factors affecting
the level of net interest income include the margin between the yield earned on
interest earning assets and the rate paid on interest bearing liabilities, as
well as the volume and composition of average interest earning assets and
average interest bearing liabilities.

Net interest income, on a taxable-equivalent basis, was $337.7 million in
the third quarter of 1998, compared with $313.6 million in the third quarter of
1997. This increase of $24.1 million, or 8 percent, was primarily attributable
to a $1.0 billion, or 4 percent, increase in average earning assets largely
funded by a $1.1 billion, or 14 percent, increase in average noninterest bearing
deposits. In addition, the net interest margin increased 18 basis points to 4.84
percent. Net interest margin was favorably impacted by the positive 3 basis
point differential between the decrease in the yield on average earning assets
and the decrease in the rate of interest bearing liabilities, coupled with the
increase in proportion of funding provided by average noninterest bearing
deposits, thereby lowering the overall cost of funds.

Average earning assets were $27.8 billion in the third quarter of 1998,
compared with $26.7 billion in the third quarter of 1997. Most of this increase
was attributable to growth in average loans, which increased $1.3 billion, or 6
percent, and average securities, which were $612.7 million, or 22 percent,
higher, partially offset by a $932.8 million decrease in average interest
bearing deposits in banks. The growth in average loans was attributable to the
increase in average commercial, financial and industrial loans of $1.9 billion,
partly offset by the decrease in average consumer loans of $474.5 million,
primarily related to the sale of the credit card portfolio. The increase in
primarily fixed rate securities reflected interest rate risk management actions
to reduce the Company's exposure to declines in interest rates.

The $1.0 billion, or 4 percent, growth in average earning assets from the
third quarter of 1997 to the third quarter of 1998 was funded primarily by a
$1.1 billion increase in average noninterest bearing deposits. The increase in
average noninterest bearing deposits was partially due to an influx of new
customer relationships, arising from the recent merger and acquisition
activities of other financial institutions in the California market during the
past year.

For the first nine months of 1998, net interest income, on a taxable
equivalent basis, was $983.1 million, compared with $917.4 million in the
comparable period one year earlier. The increase of $65.6 million, or 7 percent,
was primarily attributable to a $936.6 million, or 4 percent, increase in
average earning assets largely funded by a $1.1 billion, or 15 percent, increase
in average noninterest bearing deposits. In addition, the net interest margin
increased 16 basis points to 4.86 percent. Although the differential between the
decrease in the yield on average earning assets and the decrease in the rate of
average interest bearing liabilities was a negative 2 basis points, the negative
impact on the net interest margin of these two factors was more than offset by
the increase in the proportion of funding provided by average noninterest
bearing deposits.

Average earning assets were $27.0 billion and $26.1 billion, for the nine
months ended September 30, 1998 and 1997, respectively. Most of this increase
was attributable to growth in average loans, which increased $1.2 billion, or 6
percent, and average securities, which were $452.3 million, or 17 percent,
higher. This increase was partially offset by a $716.8 million decrease in
average interest bearing deposits in banks. The growth in average loans
outstanding was attributable to the increase in average commercial, financial
and industrial loans of $1.5 billion, partly offset by the decrease in average
consumer loans of $337.4 million, which was primarily related to the sale of the
credit card portfolio. See "Loans" on page 22 for additional commentary on
growth in the loan portfolio. The increase in primarily fixed rate securities
reflected interest rate risk management actions to reduce the Company's exposure
to declines in interest rates.

18
<PAGE>
NONINTEREST INCOME

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
------------------------------------- -------------------------------------
SEPTEMBER SEPTEMBER PERCENT SEPTEMBER SEPTEMBER PERCENT
(DOLLARS IN THOUSANDS) 30, 1998 30, 1997 CHANGE 30, 1998 30, 1997 CHANGE
- ----------------------------------------- ------------ ------------ --------- ------------ ------------ ---------
<S> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts...... $ 35,709 $ 29,271 21.99% $ 101,288 $ 84,699 19.59%
Trust and investment management fees..... 30,777 27,143 13.39 88,806 76,737 15.73
International commissions and fees....... 17,951 17,208 4.32 54,516 49,593 9.93
Merchant transaction processing fees..... 14,871 15,326 (2.97) 42,988 42,653 0.79
Merchant banking fees.................... 6,095 5,074 20.12 24,083 19,899 21.03
Brokerage commissions and fees........... 4,723 3,920 20.48 14,188 11,529 23.06
Foreign exchange trading gains, net...... 4,708 3,927 19.89 14,159 11,249 25.87
Securities gains, net.................... 653 1,546 (57.76) 5,579 2,098 165.92
Gain on sale of credit card portfolio.... -- -- -- 17,056 -- nm
Other.................................... 8,438 13,405 (37.05) 37,286 44,170 (15.59)
------------ ------------ ------------ ------------
Total noninterest income............... $ 123,925 $ 116,820 6.08% $ 399,949 $ 342,627 16.73%
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

- ------------------------

nm = not meaningful

In the third quarter of 1998, noninterest income was $123.9 million,
compared with $116.8 million for the same period in 1997. This increase of $7.1
million, or 6 percent, includes a $6.4 million, or 22 percent, increase in
service charges on deposit accounts, reflecting a 2 percent increase in average
deposits coupled with the expansion of several products and services, a $3.6
million, or 13 percent, increase in trust and investment management fees,
largely due to growth of assets under management, partially offset by the
decrease in other noninterest income of $5.0 million, or 37 percent, due partly
to a $2.9 million trading loss arising from the decline in interest rates.

For the first nine months of 1998, noninterest income was $399.9 million,
compared with $342.6 million for the same period in 1997. This increase of $57.3
million, or 17 percent, includes the second quarter 1998 gain of $17.1 million
from the sale of the credit card portfolio, a $16.6 million increase in service
charges on deposit accounts, reflecting a 3 percent increase in average deposits
coupled with the expansion of several products and services, a $12.1 million
increase in trust and investment management fees, largely due to growth of
assets under management, a $4.9 million increase in international commissions
and fees, a $3.5 million increase in securities gains, net, and a $6.8 million
increase related to brokerage commissions and merchant banking fees. In
contrast, other noninterest income decreased $6.9 million, or 16 percent, due to
a $7.7 million nonrecurring gain recognized in 1997 related to a real estate
joint venture and the $2.9 million trading loss in 1998, partially offset by the
$4.8 million gain recognized in the second quarter of 1998 from the sale of
commercial real estate loans.

19
<PAGE>
NONINTEREST EXPENSE

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED FOR THE NINE MONTHS ENDED
--------------------------------------- ---------------------------------------
SEPTEMBER SEPTEMBER PERCENT SEPTEMBER SEPTEMBER PERCENT
(DOLLARS IN THOUSANDS) 30, 1998 30, 1997 CHANGE 30, 1998 30, 1997 CHANGE
- ------------------------------------------ ------------ ------------ ----------- ------------ ------------ -----------
<S> <C> <C> <C> <C> <C> <C>
Salaries and other compensation........... $ 127,706 $ 116,086 10.01% $ 369,715 $ 337,401 9.58%
Employee benefits......................... 31,974 24,923 28.29 89,877 81,569 10.19
------------ ------------ ------------ ------------
Personnel-related expense............... 159,680 141,009 13.24 459,592 418,970 9.70
Net occupancy............................. 23,590 21,619 9.12 67,294 64,133 4.93
Equipment................................. 14,039 13,376 4.96 41,842 41,206 1.54
Merchant transaction processing........... 11,415 11,002 3.75 33,008 31,269 5.56
Communications............................ 9,834 10,349 (4.98) 31,515 31,135 1.22
Professional services..................... 9,285 6,461 43.71 25,186 19,062 32.13
Advertising and public relations.......... 8,066 7,532 7.09 22,419 20,759 8.00
Data processing........................... 7,327 6,544 11.97 20,462 19,115 7.05
Printing and office supplies.............. 6,289 5,390 16.68 19,112 17,646 8.31
Software.................................. 5,526 4,025 37.29 14,536 12,358 17.62
Travel.................................... 4,724 3,757 25.74 13,041 11,321 15.19
Intangible asset amortization............. 3,393 3,338 1.65 10,069 10,014 0.55
Armored car............................... 3,118 3,091 0.87 8,989 9,160 (1.87)
Foreclosed asset expense (income)......... (325) (1,572) nm (746) (696) nm
Merger and integration expense............ -- -- -- -- 6,037 nm
Other..................................... 24,417 17,396 40.36 69,859 50,719 37.74
------------ ------------ ------------ ------------
Total noninterest expense............... $ 290,378 $ 253,317 14.63% $ 836,178 $ 762,208 9.70%
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
</TABLE>

- --------------------------

nm = not meaningful

Noninterest expense was $290.4 million in the third quarter of 1998,
compared with $253.3 million in the third quarter of 1997, an increase of $37.1
million, or 15 percent. Personnel-related expense increased $18.7 million, or 13
percent, primarily due to a $5.5 million increase in performance-based incentive
compensation, a 3 percent increase in workforce to support increased revenue
growth, and a $5.5 million increase in benefits expense arising from an
unrealized loss in the fair value of assets underlying postretirement benefit
plans, caused by the downturn in the financial markets. Net occupancy expense
increased $2.0 million, or 9 percent, primarily due to expenses related to lease
terminations on several properties. Professional services increased $2.8
million, or 44 percent, due to additional costs related to the Year 2000 effort.
In addition, other noninterest expense increased $7.0 million, or 40 percent,
primarily attributable to additional expenses incurred to support higher deposit
volumes.

Noninterest expense was $836.2 million for the first nine months of 1998,
compared with $762.2 million for the first nine months of 1997, an increase of
$74.0 million, or 10 percent. Personnel-related expense increased $40.6 million,
or 10 percent, primarily due to a $16.7 million increase in performance-based
incentive compensation, a 4 percent increase in the workforce, to support
increased revenue growth, and a $4.8 million increase in benefits expense
arising from a loss in the fair value of assets underlying postretirement
benefit plans. Professional services increased $6.1 million, or 32 percent, due
to additional costs related to the Year 2000 effort. In addition, other
noninterest expense increased $19.1 million, primarily attributable to
additional expenses incurred to support higher deposit volumes.

The Company continues to make preparations for the Year 2000. (For a
detailed discussion of the Year 2000 Program see page 30). The total cost of the
Year 2000 project is estimated to be approximately $50 million, of which $10
million relates to capital expenditures which the Company will capitalize and
depreciate over their useful lives. The remaining $40 million will be included
in noninterest expense in the

20
<PAGE>
period incurred. As of September 30, 1998, the Company has spent $19 million on
the Year 2000 Project, $17 million and $2 million in 1998 and 1997,
respectively. Of the $19 million spent as of September 30, 1998, $6 million
relates to capital expenditures, $5 million and $1 million in 1998 and 1997,
respectively. Of the estimated $31 million remaining to be spent, an estimated
$4 million is for capital expenditures. During the third quarter of 1998, the
Company spent $12 million on the Year 2000 Project, of which $5 million relates
to capital expenditures. The remaining $7 million is included in noninterest
expense. The cost of the year 2000 Project is being funded by normal operating
cash and staffed by external resources as well as internal staff re-deployed
from less time-sensitive assignments. Estimated total cost could change further
as analysis continues.

The combination of Union Bank and BanCal Tri-State Corporation on April 1,
1996 resulted in the recording of a total of $123.5 million in merger and
integration expense. The remaining liability balance at September 30, 1998 was
$10.6 million. The balance includes amounts primarily for lease payments that
are continuing over the expected term of the leases. No merger and integration
expense was recorded for the first nine months of 1998, compared with $6.0
million for the first nine months of 1997.

INCOME TAX EXPENSE

The effective tax rates for the nine months and three months ended September
30, 1998 were 29 percent and 7 percent, respectively. The effective tax rates
for the nine and three months ended September 30, 1997 were 35 percent and 26
percent, respectively. The decrease in the effective tax rates for 1998 was the
result of a reduction of California franchise taxes for 1997 and 1998 from the
Company's ability to file California franchise tax returns on a worldwide
unitary basis, which incorporates the financial results of BTM and its worldwide
affiliates. The total reduction of $52.4 million, net of federal tax, was
reflected in the third quarter of 1998. Of this amount, $44.8 million related to
the reversal of previously accrued 1997 and 1998 state income tax liabilities
and $7.6 million related to a lower third quarter state tax provision. The
effective tax rates for the nine months and three months ended September 30,
1997 were reduced as a result of an after-tax refund from the State of
California Franchise Tax Board (the FTB) of $24.7 million in settlement of
litigation, administration and audit disputes covering the years 1975-1987.
Excluding these reductions, the effective tax rates for all periods would have
been 40 percent.

The Company anticipates that its fourth quarter effective tax rate will be
approximately 35 percent. At this time, the Company anticipates that it will
continue to file its California franchise tax return on the worldwide basis for
1999. Its anticipated 1999 tax rate will be dependent on the Company's
proportionate share of BTM's financial results for that year, and is expected to
be within the range of 35 to 40 percent.

21
<PAGE>
LOANS

The following table shows loans outstanding by loan type.

<TABLE>
<CAPTION>
PERCENT CHANGE TO
SEPTEMBER 30, 1998 FROM:
----------------------------
SEPTEMBER DECEMBER 31, SEPTEMBER DECEMBER 31, SEPTEMBER 30,
(DOLLARS IN THOUSANDS) 30, 1998 1997 30, 1997 1997 1997
- ---------------------------------- ------------ ------------ ------------ ------------- -------------
<S> <C> <C> <C> <C> <C>
Domestic:
Commercial, financial and
industrial.................... $ 12,151,210 $ 10,747,179 $ 10,405,299 13.06 % 16.78 %
Construction.................... 420,267 293,333 312,318 43.27 34.56
Mortgage:
Residential................... 2,742,451 2,961,233 2,966,326 (7.39) (7.55)
Commercial.................... 2,980,371 2,951,807 2,851,838 0.97 4.51
------------ ------------ ------------
Total mortgage.............. 5,722,822 5,913,040 5,818,164 (3.22) (1.64)
Consumer:
Installment................... 2,026,441 2,090,752 2,075,065 (3.08) (2.34)
Home equity................... 844,256 992,916 1,027,147 (14.97) (17.81)
Credit card and other lines of
credit...................... -- 270,097 275,258 nm nm
------------ ------------ ------------
Total consumer.............. 2,870,697 3,353,765 3,377,470 (14.40) (15.00)
Lease financing................. 1,013,772 874,860 863,745 15.88 17.37
------------ ------------ ------------
Total loans in domestic
offices................... 22,178,768 21,182,177 20,776,996 4.70 6.75
Loans originated in foreign
branches........................ 1,319,077 1,559,231 1,520,728 (15.40) (13.26)
------------ ------------ ------------
Total loans................. $ 23,497,845 $ 22,741,408 $ 22,297,724 3.33 % 5.38 %
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

- --------------------------

nm = not meaningful

The Company's lending activities are predominantly domestic, with such loans
and leases comprising 94 percent of the portfolio at September 30, 1998. Total
loans at September 30, 1998 were $23.5 billion, an increase of $756.4 million,
or 3 percent, from December 31, 1997. The increase was primarily attributable to
growth in the commercial, financial and industrial loan portfolio, which
increased $1.4 billion from December 31, 1997, partly offset by the consumer
loan portfolio, which decreased $483.1 million.

Commercial, financial and industrial loans represent the largest category in
the loan portfolio. These loans are extended principally to major corporations,
middle market businesses, and small businesses, with no industry concentration
exceeding 10 percent of total commercial, financial and industrial loans. At
September 30, 1998 and year-end 1997, the commercial, financial and industrial
loan portfolio was $12.2 billion, or 52 percent of total loans, and $10.7
billion, or 47 percent of total loans, respectively. The increase of $1.4
billion, or 13 percent, from year-end 1997 was primarily attributable to
continued growth in loans extended to large corporations.

The construction loan portfolio totaled $420.3 million, or 2 percent of
total loans, at September 30, 1998, compared with $293.3 million, or 1 percent
of total loans, at December 31, 1997. This growth is primarily attributable to
the favorable California real estate market coupled with the continuing
improvement in the West Coast economy.

Mortgage loans were $5.7 billion, or 24 percent of total loans, at September
30, 1998, compared with $5.9 billion, or 26 percent of total loans, at December
31, 1997. The mortgage loan portfolio consists of loans on commercial and
industrial projects and loans secured by one to four family residential
properties,

22
<PAGE>
primarily in California. Despite the sale of $123.0 million in commercial real
estate mortgages during the second quarter of 1998, commercial mortgage loans
increased $28.6 million from December 31, 1997, primarily attributable to the
favorable California real estate market coupled with the continuing improvement
in the West Coast economy. Residential mortgage loans decreased $218.8 million
due to prepayments arising from the favorable interest rate environment and to
sales in the secondary market.

Consumer loans totaled $2.9 billion, or 12 percent of total loans, at
September 30, 1998, compared with $3.4 billion, or 15 percent of total loans, at
December 31, 1997. The decrease of $483.1 million was attributable to the sale
of the $253.0 million credit card loan portfolio in April 1998, and to a
reduction in home equity loans as customers refinanced to take advantage of
favorable long-term, fixed rate mortgages.

Lease financing totaled $1.0 billion, or 4 percent of total loans, at
September 30, 1998, compared with $874.9 million, or 4 percent of total loans,
at December 31, 1997.

Loans originated in foreign branches totaled $1.3 billion, or 6 percent of
total loans, at September 30, 1998 and $1.6 billion, or 7 percent of total
loans, at December 31, 1997.

CROSS-BORDER OUTSTANDINGS

The Company's cross-border outstandings reflect certain additional economic
and political risks that are not reflected in domestic outstandings. These risks
include those arising from exchange rate fluctuations and restrictions on the
transfer of funds. The following table sets forth the Company's cross-border
outstandings as of September 30, 1998, December 31, 1997, and September 30, 1997
for each country where such outstandings exceeded 1 percent of total assets. The
cross-border outstandings were compiled based upon category and domicile of
ultimate risk and are comprised of balances with banks, trading account assets,
securities available for sale, securities purchased under resale agreements,
loans, accrued interest receivable, acceptances outstanding and investments with
foreign entities. The amounts outstanding for each country exclude local
currency outstandings. The Company does not have significant local currency
outstandings to the individual countries listed in the following table that are
not hedged or are not funded by local currency borrowings.

<TABLE>
<CAPTION>
PUBLIC CORPORATIONS
FINANCIAL SECTOR AND OTHER TOTAL
(DOLLARS IN MILLIONS) INSTITUTIONS ENTITIES BORROWERS OUTSTANDINGS
- -------------------------------------------------------------- ------------- ----------- --------------- -------------
<S> <C> <C> <C> <C>
September 30, 1998
Japan......................................................... $ 115 $ -- $ 469 $ 584
Korea......................................................... 376 -- 139 515

December 31, 1997
Japan......................................................... 401 -- 438 839
Korea......................................................... 561 10 257 828
Thailand...................................................... 320 -- -- 320

September 30, 1997
Japan......................................................... 939 -- 403 1,342
Korea......................................................... 691 36 293 1,020
</TABLE>

The economic condition and the ability of some countries, to which the
Company has cross-border exposure, to manage their external debt obligations
have been impacted by the Asian economic crisis which began in the second half
of 1997. The impact of the Asian crisis appears to be spreading to other global
markets. The Company's exposure in all affected countries continues to be
short-term in nature and substantially related to the finance of trade. Although
the extent of risk will vary from country to country, and institution to
institution, these short-term exposures are characterized by management to be in
the low to moderate range.

23
<PAGE>
Cross-border exposures, other than those referred to in the table above,
include total outstandings as of September 30, 1998 of $133 million in Brazil.

Since Japan is the second largest trading nation in the world, its
political, economic and financial markets situation is being closely monitored.
The situation in Japan is worsening and the depressed conditions in that country
are impacting other areas which are highly dependent on trade relations with it.
There is considerable concern that the United States is not immune to the
effects of the depressed economic conditions in Japan and to the Asian crisis.
Management is monitoring the Company's portfolio accordingly.

Although management cannot predict the ultimate impact of the global
financial crisis on the Company's financial position and results of operations
since much depends on the effect of the stabilizing activities already under
way, management believes that the continuation of internal supervision,
monitoring and portfolio risk management practices will be effective in
minimizing the impact over and above that already identified. Increases in
nonaccrual loans, together with some related increases in charge-off activity,
may occur as events unfold.

PROVISION FOR CREDIT LOSSES

During the third quarter of 1998, the Company recorded a $10.0 million
provision for credit losses, bringing the total provision for credit losses
recorded during the nine months ended September 30, 1998 to $45.0 million,
compared with no provision for the three and nine month periods ended September
30, 1997. Provisions for credit losses are charged to income to bring the
Company's allowance for credit losses to a level deemed appropriate by
management based on the factors discussed under "--Allowance for Credit Losses"
below.

ALLOWANCE FOR CREDIT LOSSES

The Company maintains an allowance for credit losses to absorb losses
inherent in the loan and lease portfolio. The allowance is based on ongoing,
quarterly assessments of the probable estimated losses inherent in the loan and
lease portfolio, and to a lesser extent, unused commitments to provide
financing. The Company's methodology for assessing the appropriateness of the
allowance consists of several key elements, which include the formula allowance,
specific allowances for identified problem loans and portfolio segments and the
unallocated allowance. In addition, the allowance incorporates the results of
measuring impaired loans as provided in Statement of Financial Accounting
Standards ("SFAS") No. 114, "Accounting by Creditors for Impairment of a Loan"
and SFAS No. 118, "Accounting by Creditors for Impairment of a Loan--Income
Recognition and Disclosures." These accounting standards prescribe the
measurement methods, income recognition and disclosures related to impaired
loans.

The formula allowance is calculated by applying loss factors to outstanding
loans and leases and certain unused commitments, in each case based on the
internal risk grade of such loans, pools of loans, leases or commitments.
Changes in risk grades of both performing and nonperforming loans affect the
amount of the formula allowance. Loss factors are based on the Company's
historical loss experience and may be adjusted for significant factors that, in
management's judgment, affect the collectibility of the portfolio as of the
evaluation date. Loss factors are described as follows:

- Problem graded loan loss factors are derived from a migration model that
tracks four years of historical loss experience. The Company is exploring
changes to the migration model to track historical loss experience over an
eight-year period, which management believes approximates a business
cycle.

- Pass graded loan loss factors are based on the average annual net
chargeoff rate over an eight-year period.

24
<PAGE>
- Pooled loan loss factors (not individually graded loans) are based on
expected net chargeoffs for one year. Pooled loans are loans and leases
that are homogeneous in nature, such as consumer installment and
residential mortgage loans and automobile leases.

Specific allowances are established in cases where management has identified
significant conditions or circumstances related to a credit that management
believes indicate the probability that a loss has been incurred in excess of the
amount determined by the application of the formula allowance.

The unallocated allowance is composed of two elements. The first element,
which is based on the Company's credit policy, consists of an amount that is at
least 20% to 25% of the formula allowance and the specific allowance. This
element recognizes the model and estimation risk associated with the formula and
specific allowances. The second element is based upon management's evaluation of
various conditions, the effects of which are not directly measured in the
determination of the formula and specific allowances. The evaluation of the
inherent loss with respect to these conditions is subject to a higher degree of
uncertainty because they are not identified with specific problem credits or
portfolio segments. The conditions evaluated in connection with the unallocated
allowance include the following conditions that existed as of the balance sheet
date:

- then-existing general economic and business conditions affecting the key
lending areas of the Company,

- credit quality trends (including trends in nonperforming loans expected to
result from existing conditions),

- collateral values,

- loan volumes and concentrations,

- seasoning of the loan portfolio,

- specific industry conditions within portfolio segments,

- recent loss experience in particular segments of the portfolio,

- duration of the current business cycle,

- bank regulatory examination results and

- findings of the Company's internal credit examiners.

Executive management reviews these conditions quarterly in discussion with the
Company's senior credit officers. To the extent that any of these conditions is
evidenced by a specifically identifiable problem credit or portfolio segment as
of the evaluation date, management's estimate of the effect of such condition
may be reflected as a specific allowance applicable to such credit or portfolio
segment. Where any of these conditions is not evidenced by a specifically
identifiable problem credit or portfolio segment as of the evaluation date,
management's evaluation of the probable loss related to such condition is
reflected in the unallocated allowance.

The allowance for credit losses is based upon estimates of probable losses
inherent in the loan and lease portfolio. The amount actually observed in
respect of these losses can vary significantly from the estimated amounts. The
Company's methodology includes several features which are intended to reduce the
differences between estimated and actual losses. The loss migration model that
is used to establish the loan loss factors for problem graded loans is designed
to be self-correcting by taking into account the Company's recent loss
experience. Similarly, by basing the pass graded loan loss factors on loss
experience over the last eight years, the methodology is designed to take the
Company's recent loss experience into account. Pooled loan loss factors are
adjusted quarterly based upon the level of net chargeoffs expected by management
in the next twelve months. Furthermore, the Company's methodology permits
adjustments to any loss factor used in the computation of the formula allowance
in the event that, in management's

25
<PAGE>
judgment, significant factors which affect the collectibility of the portfolio
as of the evaluation date are not reflected in the loss factors. By assessing
the probable estimated losses inherent in the loan and lease portfolio on a
quarterly basis, the Company is able to adjust specific and inherent loss
estimates based upon any more recent information that has become available.

At September 30, 1998, the Company's allowance for credit losses was $473.7
million, or 2.02 percent of total loans, and 697.2 percent of total nonaccrual
loans, compared with an allowance for credit losses at September 30, 1997 of
$478.5 million, or 2.15 percent of total loans, and 435.9 percent of total
nonaccrual loans.

During the first nine months of 1998, there were no changes in estimation
methods or assumptions that affected the Company's methodology for assessing the
appropriateness of the allowance for credit losses, except that the Company
extended the average annual net chargeoff rate for pass graded loans from six
years to eight years. The impact of this change resulted in an increase of
approximately $17 million in the formula allowance. The Company extended the
average annual net chargeoff rate in order to better reflect the business cycle.
Changes in assumptions regarding the effects of economic and business conditions
on borrowers and other factors, which are described below, affect the assessment
of the unallocated allowance. As of March 31, 1998, the Company changed the
method of determining the quantified losses on Asia/Pacific loans from one based
on total corporate exposure in the segment to one based on total country
exposure to countries receiving assistance from the International Monetary Fund.
As of March 31, 1998, this change resulted in a $9 million decrease in the
allowance allocated to foreign loans.

In the third quarter 1998, the Company reclassified a $1.9 million
previously established allowance for credit losses related to interest rate
derivatives and foreign exchange contracts from the unallocated portion of the
allowance for credit losses. The reserve for derivative and foreign exchange
contracts is presented as an offset to trading account assets. Future changes in
that reserve as a result of changes in the positive replacement cost of those
contracts will be provided as an offset to trading gains and losses.

The Company evaluates its loan portfolio for impairment as defined by SFAS
No. 114, "Accounting by Creditors for Impairment of a Loan", as amended. At
September 30, 1998, total impaired loans were $67.9 million and the associated
impairment allowance was $7.5 million, compared with total impaired loans of
$108.4 million and an associated impairment allowance of $9.4 million at
December 31, 1997.

The Company resumed recording provisions in 1998 in order to bring the
Company's allowance for credit losses to a level deemed appropriate by
management based upon management's application of the loan loss allowance
methodology discussed above. In particular, in the assessment as of September
30, 1998, management focused on factors affecting elements of the oil and gas,
agriculture and technology industries, as well as the continued effects of the
Asian financial turmoil on companies and financial institutions in domestic and
foreign markets in which the Company operates and the growth in, and changes in
the composition of, the loan and lease portfolio.

- With respect to the oil and gas industry, where the Company had $529.0
million of loans outstanding at September 30, 1998, management considered
the effects of the decline in oil prices on the cashflows of borrowers in
the oil and gas industry.

- With respect to the agriculture industry, where the Company had $531.4
million of loans outstanding at September 30, 1998, management considered
the effects of abnormal weather conditions (commonly referred to as "El
Nino") and export market conditions on agricultural borrowers.

- With respect to the technology industry, where the Company had $834.2
million of loans outstanding at September 30, 1998, management considered
the effects of export market conditions and cyclical overcapacity on
borrowers in the technology industry.

26
<PAGE>
- With respect to cross-border loans and acceptances to Japan, Korea,
Malaysia, Thailand, Vietnam, Singapore, Indonesia, the Philippines, China,
Taiwan and Hong Kong, where the Company had outstandings of $1.5 billion
at September 30, 1998, management considered the continued effects of the
global financial turmoil.

- With respect to cross-border loans and acceptances to Latin American
countries, where the Company had outstandings of $292 million at September
30, 1998, management considered the continued effects of the global
financial turmoil.

Although in certain instances the downgrading of a loan resulting from these
effects has been reflected in the formula allowance, management believes that in
most instances the impact of these events on the collectibility of the
applicable loans and leases has not yet been reflected in the level of
nonperforming loans or in the internal risk grading process with respect to such
loans and leases. Accordingly, the Company's evaluation of the probable losses
related to these factors is reflected in the unallocated allowance. The
evaluations of the inherent losses with respect to these factors are subject to
higher degrees of uncertainty because they are not identified with specific
problem credits.

At September 30, 1998, the Company's allowance for credit losses was $473.7
million, consisting of a $196 million formula allowance, a $30 million specific
allowance and a $247 million unallocated allowance. The Company does not weight
the unallocated allowance among segments of the portfolio. The following factors
are reflected in management's estimate of the unallocated allowance:

- the approximately $45 million to $57 million margin for model and
estimation risk prescribed by the Company's credit policy,

- the effects of the decline in oil prices on borrowers in the oil and gas
industry, which could be in the range of $10 million to $20 million,

- the effects of abnormal weather conditions and export market conditions on
agricultural borrowers, which could be in the range of $10 million to $20
million,

- the effects of export market conditions and cyclical overcapacity on
borrowers in the technology industry, which could be in the range of $20
million to $30 million,

- the continued effects of the global financial turmoil on borrowers in
Asia/Pacific countries, which could be in the range of $65 million to $90
million and

- the continued effects of the global financial turmoil on borrowers in
Latin American countries, which could be in the range of $15 million to
$20 million.

There can be no assurance that the adverse impact of any of these conditions on
the Company will not be in excess of the range set forth above. See paragraph on
forward looking statements on page 12.

Despite the foregoing factors, management reduced the size of the provision
in each of the second and third quarters of 1998 based upon certain mitigating
factors, including the continued decline in the level of nonperforming loans,
the lower levels of net chargeoffs, the sale of the credit card portfolio, the
real estate note sale and the results of the Company's efforts to limit its
exposure and counterparty risk in Asia.

27
<PAGE>
The table below sets forth a reconciliation of changes in the allowance for
credit losses.

<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE NINE MONTHS
ENDED SEPTEMBER 30, ENDED SEPTEMBER 30,
---------------------- ----------------------
<S> <C> <C> <C> <C>
(DOLLARS IN THOUSANDS) 1998 1997 1998 1997
- ----------------------------------------------------------------- ---------- ---------- ---------- ----------
Balance, beginning of period..................................... $ 478,133 $ 502,114 $ 451,692 $ 523,946
Loans charged off:
Commercial, financial and industrial........................... 10,765 22,815 21,966 40,618
Construction................................................... -- -- 3 120
Mortgage....................................................... 3,997 1,044 4,992 4,481
Consumer....................................................... 5,173 12,859 24,206 38,864
Lease financing................................................ 640 824 1,971 2,502
---------- ---------- ---------- ----------
Total loans charged off...................................... 20,575 37,542 53,138 86,585
Recoveries of loans previously charged off:
Commercial, financial and industrial........................... 3,187 7,289 17,788 18,473
Construction................................................... -- 2,163 3 9,054
Mortgage....................................................... 1,048 749 2,705 2,833
Consumer....................................................... 3,717 3,692 11,389 10,575
Lease financing................................................ 95 81 273 284
---------- ---------- ---------- ----------
Total recoveries of loans previously charged off............. 8,047 13,974 32,158 41,219
---------- ---------- ---------- ----------
Net loans charged off...................................... 12,528 23,568 20,980 45,366
Provision for credit losses...................................... 10,000 -- 45,000 --
Transfer of reserve for trading account assets................... (1,911) -- (1,911) --
Foreign translation adjustment and other net additions
(deductions)................................................... 23 (92) (84) (126)
---------- ---------- ---------- ----------
Balance, end of period........................................... $ 473,717 $ 478,454 $ 473,717 $ 478,454
---------- ---------- ---------- ----------
---------- ---------- ---------- ----------
Allowance for credit losses to total loans....................... 2.02% 2.15% 2.02% 2.15%
Provision for credit losses to net loans charged off............. 79.82 nm 214.49 nm
Net loans charged off to average loans outstanding for the
period(1)...................................................... 0.21 0.42 0.12 0.28
</TABLE>

- ------------------------

(1) Annualized.

nm = not meaningful

During the third quarter of 1998, net loans charged off were $12.5 million,
compared with $23.6 million in the third quarter of 1997. Loans charged off in
the third quarter of 1998 decreased by $17.0 million, primarily due to a $12.1
million decrease in commercial, financial and industrial loans charged off as
portfolio quality improved, and a $7.7 million decrease in consumer loans
charged off primarily due to the sale of the credit card portfolio in April of
1998. Recoveries of loans previously charged off decreased by $5.9 million, and
the percentage of net loans charged off to average loans decreased from 0.42
percent in the third quarter of 1997 to 0.21 percent in the third quarter of
1998.

Net loans charged-off were $21.0 million and $45.4 million for the nine
months ended September 30, 1998 and 1997, respectively. Loans charged-off in
1998 decreased by $33.4 million primarily due to a $18.7 million decrease in
commercial, financial and industrial loans charged-off as portfolio quality
improved, and a $14.7 million decrease in consumer loans charged-off primarily
due to the sale of the credit card portfolio in April of 1998. Recoveries of
loans previously charged-off decreased by $9.1 million, and the percentage of
net loans charged-off to average loans decreased from 0.28 to 0.12 percent for
the nine months ended September 30, 1997 and 1998, respectively. Chargeoffs
reflect the realization of losses in the portfolio that were recognized
previously through provisions for credit losses. At September 30,

28
<PAGE>
1998, the allowance for credit losses exceeded the net loans charged off during
the first three quarters of 1998, reflecting management's belief, based on the
foregoing analysis, that there are additional losses inherent in the portfolio.

At September 30, 1998, the Company's average annual net chargeoffs for the
past five years and the nine months ended September 30, 1998, was $117.7
million, which represents 4.0 years of losses based on the level of the
allowance for credit losses at that date. Historical net chargeoffs are not
necessarily indicative of the amount of net chargeoffs that the Company will
realize in the future.

NONPERFORMING ASSETS

<TABLE>
<CAPTION>
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30,
(DOLLARS IN THOUSANDS) 1998 1997 1997
- --------------------------------------------------------------------- ------------- ------------ -------------
<S> <C> <C> <C>
Commercial, financial and industrial................................. $ 55,407 $ 46,392 $ 54,087
Construction......................................................... 4,377 4,071 4,579
Mortgage:
Residential........................................................ -- 954 1,133
Commercial......................................................... 8,163 57,921 49,959
------------- ------------ -------------
Total mortgage................................................... 8,163 58,875 51,092
------------- ------------ -------------
Total nonaccrual loans........................................... 67,947 109,338 109,758
Foreclosed assets.................................................... 13,452 20,471 23,216
------------- ------------ -------------
Total nonperforming assets....................................... $ 81,399 $ 129,809 $ 132,974
------------- ------------ -------------
------------- ------------ -------------
Allowance for credit losses.......................................... $ 473,717 $ 451,692 $ 478,454
------------- ------------ -------------
------------- ------------ -------------
Nonaccrual loans to total loans...................................... 0.29% 0.48% 0.49%
Allowance for credit losses to nonaccrual loans...................... 697.19 413.12 435.92
Nonperforming assets to total loans and foreclosed assets............ 0.35 0.57 0.60
Nonperforming assets to total assets................................. 0.26 0.42 0.43
</TABLE>

At September 30, 1998, nonperforming assets totaled $81.4 million, a
decrease of $48.4 million, or 37 percent, from December 31, 1997. The decrease
was primarily the result of reductions of $49.8 million in nonaccrual commercial
mortgage loans due to a combination of note sales, repayments and restorations
to accrual and $7.0 million in foreclosed assets due to sales of individual
assets. The decline in nonaccrual loans was reflected in an improvement in the
overall risk grades of the portfolio, which contributed to a reduction in the
formula allowance.

Nonaccrual loans as a percentage of total loans were 0.29 percent at
September 30, 1998, compared with 0.48 percent at December 31, 1997.
Nonperforming assets as a percentage of total loans and foreclosed assets were
0.35 percent at September 30, 1998, compared with 0.57 percent at December 31,
1997.

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

29
<PAGE>
LIQUIDITY

Liquidity refers to the Company's ability to adjust its future cash flows to
meet the needs of depositors and borrowers and to fund operations on a timely
and cost-effective basis. The Company's liquidity management draws upon the
strengths of its extensive retail and commercial market business franchise,
coupled with its ability to obtain funds for various terms in a variety of
domestic and international money markets.

Core deposits provide the Company with a sizable source of relatively stable
and low-cost funds. In the third quarter of 1998, lower cost sources of funds,
which include noninterest bearing deposits and interest bearing core deposits,
funded 63 percent of average earning assets. Most of the remaining funding was
provided by short-term borrowing in the form of negotiable certificates of
deposit, foreign deposits, federal funds purchased and securities sold under
repurchase agreements, and other borrowings. In the third quarter 1998, the
Company increased its Commercial Paper program by $100 million.

REGULATORY CAPITAL

The following table summarizes risk-based capital, risk-weighted assets, and
risk-based capital ratios for the Company.

<TABLE>
<CAPTION>
MINIMUM
SEPTEMBER 30, DECEMBER 31, SEPTEMBER 30, REGULATORY
(DOLLARS IN THOUSANDS) 1998 1997 1997 REQUIREMENT
- ------------------------------------------------------ ------------- ------------- ------------- -----------------
<S> <C> <C> <C> <C>
CAPITAL COMPONENTS
Tier 1 capital........................................ $ 2,876,605 $ 2,587,071 $ 2,520,589
Tier 2 capital........................................ 598,027 601,102 593,865
------------- ------------- -------------
Total risk-based capital.............................. $ 3,474,632 $ 3,188,173 $ 3,114,454
------------- ------------- -------------
------------- ------------- -------------
Risk-weighted assets.................................. $ 30,176,967 $ 28,862,340 $ 28,249,379
------------- ------------- -------------
------------- ------------- -------------
Quarterly average assets.............................. $ 30,696,414 $ 30,334,507 $ 30,037,626
------------- ------------- -------------
------------- ------------- -------------
CAPITAL RATIOS
Total risk-based capital.............................. 11.51% 11.05% 11.02% 8.0%
Tier 1 risk-based capital............................. 9.53 8.96 8.92 4.0
Leverage ratio(1)..................................... 9.37 8.53 8.39 4.0
</TABLE>

- ------------------------

(1) Tier 1 capital divided by quarterly average assets (excluding intangible
assets).

The Company and the Bank are subject to various regulations issued by
Federal banking agencies, including minimum capital requirements. The Company
and the Bank are required to maintain minimum ratios of total and Tier 1 capital
to risk-weighted assets and of Tier 1 capital to average assets (the leverage
ratio).

Compared with December 31, 1997, the Company's Tier 1 risk-based capital
ratio at September 30, 1998 increased 57 basis points to 9.53 percent, the total
risk-based capital ratio increased 46 basis points to 11.51 percent, and the
leverage ratio increased 84 basis points to 9.37 percent. The increase in the
capital ratios was primarily attributable to retained earnings growing faster
than both risk-weighted assets and average assets, partly offset by the
reduction of $50.0 million in subordinated capital notes.

As of September 30, 1998, management believes the capital ratios of the Bank
met all regulatory minimums of a "well-capitalized" institution.

YEAR 2000

The Year 2000 problem exists because many computer programs use only the
last two digits to refer to a year. This convention could affect date-sensitive
calculations that treat "00" as the year 1900, rather than

30
<PAGE>
2000. Another issue is that the year 2000 is a leap year and some programs may
not properly provide for February 29, 2000.

The following discussion of the implications of the Year 2000 problem for
the Company contains numerous forward-looking statements based on inherently
uncertain information. The cost of the project and the date on which the Company
plans to complete the internal Year 2000 modifications are based on management's
best estimates, which were derived utilizing a number of assumptions of future
events including the continued availability of internal and external resources,
third party modifications and other factors. (See details with respect to costs
for Year 2000 on page 20). However, there can be no guarantee that these
estimates will be achieved and actual results could differ. Moreover, although
Management believes it will be able to make the necessary modifications in
advance, there can be no guarantee that failure to modify the systems would not
have a material adverse effect on the Company.

In addition, the Company places a high degree of reliance on computer
systems of third parties, such as customers, vendors, and other financial and
governmental institutions. Although the Company is assessing the readiness of
these third parties and preparing contingency plans, there can be no guarantee
that the failure of these third parties to modify their systems in advance of
December 31, 1999, would not have a material adverse effect on the Company.

READINESS PREPARATION

Many of the Company's critical operations are not presently ready to operate
normally in the year 2000 and beyond, although preparations are underway to
correct this. In 1997, the Company alerted its business customers of the Year
2000 problem and is now assessing the readiness preparations of its major
customers and suppliers. Resolution of the Year 2000 problem is among the
Company's highest priorities, and a comprehensive program has been established
to address its many aspects.

The Company is preparing for the century change with an enterprise-wide Year
2000 Program. It has identified all of the major application and processing
systems, and sought external and internal resources to replace and test the
systems. Purchased software, internally developed systems and systems supported
by external parties are being tested as part of the program. Customers and
vendors which have significant relationships with the Company are being
evaluated to determine whether they are adequately preparing for the Year 2000.
In addition, contingency plans are being developed to reduce the impact of some
potential events that may occur. However, there can be no guarantee that the
systems of vendors or customers with which the Company does business will be
completed on a timely basis, or that contingency plans will shield operations
from failures that may occur.

The Company's Year 2000 program is comprised of numerous individual projects
which address the following broad areas: data processing systems,
telecommunications and data networks, building facilities and security systems,
vendor risk, customer risk, contingency planning, and communications. There are
over 2,000 individual projects identified. The projects vary in size, importance
and materiality: from large undertakings, such as remediating complicated data
systems and organizing the process of assessing the readiness of customers, to
smaller, but still important, projects such as installing compliant computer
utility systems or assuring that processor-controlled systems in individual
buildings will perform properly. The program continues to evolve as new projects
are identified to keep up with increased understanding of Year 2000 implications
and evolving external requirements. Virtually all of the projects currently
identified have begun, while more than a third have been completed.

Projects are assigned a priority indicating the importance of the function
to the Company's continuing operation. This prioritization facilitates reporting
on projects based on their relative importance. The Company has prioritized
projects as Critical and Non-Critical. Critical projects are further prioritized
as Mission Critical and Other Critical. Mission Critical projects are defined
as:

- systems vital to the continuance of a broad core business activity;

31
<PAGE>
- functions, the interruption of which for longer than 3 days would threaten
the viability of the Company;

- functions that provide the environment and infrastructure necessary to
continue the broad core business activities.

Other Critical projects are defined as:

- other customer and accounting systems;

- functions supporting delivery of information and service to customers;

- administrative systems, the interruption of which for longer than 2 weeks
would cause severe business impact;

- functions that provide the environment and infrastructure necessary for
delivery of the above systems and functions.

The Company plans to complete all projects currently identified prior to the
year 2000, with special emphasis placed on those prioritized as Mission Critical
or Other Critical. Failure to complete an Other Critical project would not
necessarily have a material adverse effect on the Company.

The most important projects are the Mission Critical application systems
upon which the Company relies for its principal business functions. Most of
these systems have been renovated. The Company expects to have all of these
systems renovated by December 31, 1998, and tested by March 30, 1999. The
following table presents actual and estimated progress with Mission Critical
projects.

EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC

<TABLE>
<CAPTION>
ACTUAL
<S> <C> <C>
June 1998 10%
September 1998 38%
ESTIMATED
December 1998 95%
March 1999 100%
</TABLE>

In addition to testing individual systems, the Company also plans to conduct
integrated contingency testing of its Mission Critical and many other systems
during 1999 in a separate computer environment where machine dates will be set
forward in order to identify and correct problems which might not otherwise
become evident until the actual end of the century.

The Company does not significantly rely on embedded technology in its
critical processes. Embedded technology does control some building security and
operations such as power management, ventilation, and elevator control. All
building facilities are presently being evaluated, and we expect for all systems
using embedded technology to be confirmed as Year 2000 ready by June 1999.

The Company is reliant on vendors and customers, and Year 2000 issues with
both groups are being addressed. Over 300 vendors, upon whom there is
significant reliance, have been identified and inquiries have been made
regarding their Year 2000 readiness plans and status. Written risk assessments
are being completed on each and appropriate measures to minimize risk will be
undertaken with those vendors that appear to pose a significant risk. Risk
assessments of the critical vendors are scheduled to be completed by December
1998, and replacements effected where necessary by June 1999. The Company,
however, has no viable alternatives for some suppliers, such as power
distribution and local telephone companies. These companies are still being
evaluated and the results will be used as information for contingency planning.
As with all financial institutions, the Company places a high degree of reliance
on the systems of other

32
<PAGE>
institutions, including governmental agencies, to settle transactions. Principal
settlement methods associated with major payment systems will be tested as part
of their associated system projects.

The Company is also reliant on its customers to make necessary preparations
for the year 2000 so that their business operations will not be interrupted,
thus threatening their ability to honor their financial commitments. Over 2,500
borrowers, capital market counterparties, funding sources, and large depositors
(collectively referred to as "customers") have been identified as having
financial volumes sufficiently large to warrant inquiry and assessment of their
Year 2000 preparation. The financial volumes included, among other components,
loans and unused commitments, collected deposit balances, Automated Clearing
House, foreign exchange, and derivatives. At September 30, 1998, inquiries and
initial written assessments had been completed for 90% of the identified
financial volumes. Assessments for the remaining 10% continue.

In the initial assessments, customers were classified as representing low,
medium and high risks. Approximately 80% were classified as low risk, 18% as
medium risk and 2% as high risk. High risk customers include those which failed
to respond to the inquiry or which appear to pose a high degree of risk of not
being ready for Year 2000.

The population of customers with loans and unused commitments outstanding
("borrowers") pose the highest level of concern for any lender. As of September
30, 1998, the assessment of these borrowers resulted in the following
assignments of risk: 79% low risk, 19% medium risk and 2% high risk.

Ongoing assessments will be made for all levels of risk. Customers with low
risk will be reassessed semi-annually, while customers with medium and high risk
will be reassessed quarterly. Risk mitigation plans will be developed for
customers with high risk. The risk mitigation plan will evaluate whether Year
2000 issues will materially affect the customer's cash flow, asset account
values related to its balance sheet, and/or collateral pledged to the Company.
The risk mitigation plan utilizes the normal credit process that the Company
employs to manage credit risk and requires the concurrence of a credit
administrator.

RISKS

The principal risks associated with the Year 2000 problem can be grouped
into three categories. The first is the risk that the Company does not
successfully ready its operations for the next century. The second is the risk
of disruption of Company operations due to operational failures of third
parties. The third is the risk of business interruption among fund providers and
obligors such that expected funding and repayment does not take place.

The only risk largely under the Company's control is preparing its internal
operations for the Year 2000. The Company, like other financial institutions, is
heavily dependent on its computer systems. The complexity of these systems and
their interdependence make it impractical to convert to alternative systems
without interruptions in the event necessary modifications are not completed on
schedule. Management believes it will be able to make the necessary
modifications on schedule.

Failure of third parties may jeopardize Company operations, but how
seriously depends on the nature and duration of such failures. The most serious
impact on Company operations from vendors would result if basic services such as
telecommunications, electric power suppliers, and services provided by other
financial institutions and governmental agencies were disrupted. Significant
public disclosure of the state of readiness among basic infrastructure and other
suppliers has not generally been available. Although the Company's inquiries are
underway, the Company does not yet have the information to estimate the
likelihood of significant disruptions among its suppliers.

Operational failures among the Company's sources of major funding, larger
borrowers and capital market counterparties could affect their ability to
continue to provide funding or meet obligations when due. Similar to the
situation outlined above with suppliers, public information has been scant.
Although

33
<PAGE>
the Company's inquiries are underway, the Company does not yet have the
information to estimate the likelihood of significant disruptions among its
funding sources and obligors.

PROGRAM ASSESSMENT

The Internal Audit Division and the National Bank Examiners regularly assess
the Company's year 2000 preparations. In addition, a leading information
technology consulting and services firm was engaged to conduct a third party
review of the Company's Year 2000 Program. Management is considering the
recommendations provided by the firm to further enhance the Year 2000 Program.

CONTINGENCY PLANS

The Company is developing Year 2000 remediation contingency plans and
business resumption contingency plans specific to the Year 2000. Remediation
contingency plans address the actions to be taken if the current approach to
remediating a system is falling behind schedule or otherwise appears in jeopardy
of failing to deliver a Year 2000-ready system when needed. Business resumption
contingency plans address the actions that would be taken if critical business
functions cannot be carried out in the normal manner upon entering the next
century due to system or supplier failure.

The Company's contingency planning strategy is a four-phase process:
Organizational Planning Guidelines, Business Impact Analysis, Plan Development
for Individual Operating Units and Validation of Plans. The first two phases
have been completed. The Company identified the following system-wide areas of
concern, assigned to each a level of potential risk and a probability of
occurrence and determined whether a contingency plan was warranted.

The areas of concern are as follows:

- Global telecommunications and network

- Enterprise information systems

- Operational disruptions

- Vendors and service providers

The level of potential risk was rated as high, moderate or low and the
probability of occurrence was rated as high, moderate or low. Those areas with a
low or moderate level of potential risk and a low probability of occurrence do
not require a contingency plan. For any other combination, the development of a
contingency plan is required. The development of the plans and their validation
are expected to be completed by June 1999.

OTHER RELATED DISCLOSURES

Certain of the Company's subsidiaries are registered investment advisers or
broker-dealers that make publicly available separate Year 2000 reports.
Additional Company Year 2000 information may be found in those reports.

EURO CONVERSION

On January 1, 1999, 11 European countries who have joined the Economic and
Monetary Union (EMU) will be transitioning into a single currency (the Euro) and
a single central bank--the European Central Bank (ECB). On that date, the
exchange rates of the national currencies of the 11 countries will be fixed and
all financial transactions will be settled in Euros.

The Company has completed its analysis of the bank-wide impact and has
created a project plan in anticipation of the Euro conversion and expects to be
fully operational to settle transactions in the Euro by January 1, 1999.

34
<PAGE>
ITEM 3. MARKET RISK

The Company's exposure to market risk has not substantially changed since
December 31, 1997 and is more fully discussed in Item 7A. of the December 31,
1997 Form 10-K.

35
<PAGE>
PART II. OTHER INFORMATION

ITEM 5. OTHER INFORMATION.

SHAREHOLDER PROPOSALS: Shareholders who expect to present an oral proposal
at the 1999 Annual Meeting of Shareholders should notify the Secretary of the
Company at 400 California Street, Mail Code 1-001-18, San Francisco, CA 94104 by
March 15, 1999. Without such notice, proxy holders appointed by the Board of
Directors of the Company will be entitled to exercise their discretionary voting
authority when the proposal is raised at the annual meeting, without any
discussion of the proposal in the proxy statement.

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits Index:

<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------- ------------------------------------------------------------------------
<C> <S>
10.4 Richard C. Hartnack Employment Agreement (Dated August 11, 1998)
previously filed on Form 10-Q dated November 19, 1998.
10.5 Robert M. Walker Employment Agreement (Dated July 7, 1998) previously
filed on Form 10-Q dated November 19, 1998.
10.6 Agreement with The Bank of Tokyo-Mitsubishi, LTD. (July 22, 1998)
previously filed on Form 10-Q dated November 19, 1998.
27 Financial Data Schedule
</TABLE>

(b) Reports on Form 8-K: The Company filed a report on Form 8-K on August
10, 1998 under Item 5, containing a press release that announced the
exchange of shares of the Company's common stock for BTM's direct
ownership interest in the Bank.

36
<PAGE>
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, thereunto duly authorized.

UNIONBANCAL CORPORATION
(Registrant)

By /s/ DAVID I. MATSON
-----------------------------------------
David I. Matson
CHIEF FINANCIAL OFFICER AND
EXECUTIVE VICE PRESIDENT

By /s/ DAVID A. ANDERSON
-----------------------------------------
David A. Anderson
SENIOR VICE PRESIDENT AND CONTROLLER

Dated: February 4, 1999

<PAGE>
<ARTICLE> 9

<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1998
<PERIOD-START> JAN-01-1998
<PERIOD-END> SEP-30-1998
<CASH> 2,211,595
<INT-BEARING-DEPOSITS> 133,165
<FED-FUNDS-SOLD> 629,784
<TRADING-ASSETS> 357,515
<INVESTMENTS-HELD-FOR-SALE> 3,200,376
<INVESTMENTS-CARRYING> 162,018
<INVESTMENTS-MARKET> 165,807
<LOANS> 23,497,845
<ALLOWANCE> 473,717
<TOTAL-ASSETS> 31,407,318
<DEPOSITS> 23,663,129
<SHORT-TERM> 3,330,580
<LIABILITIES-OTHER> 666,078
<LONG-TERM> 298,000
0
0
<COMMON> 292,013
<OTHER-SE> 2,692,937
<TOTAL-LIABILITIES-AND-EQUITY> 31,407,318
<INTEREST-LOAN> 1,365,285
<INTEREST-INVEST> 145,390
<INTEREST-OTHER> 45,947
<INTEREST-TOTAL> 1,556,622
<INTEREST-DEPOSIT> 419,738
<INTEREST-EXPENSE> 576,983
<INTEREST-INCOME-NET> 979,639
<LOAN-LOSSES> 45,000
<SECURITIES-GAINS> 5,579
<EXPENSE-OTHER> 836,178
<INCOME-PRETAX> 498,410
<INCOME-PRE-EXTRAORDINARY> 498,410
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 352,365
<EPS-PRIMARY> 2.01
<EPS-DILUTED> 2.01
<YIELD-ACTUAL> 4.84
<LOANS-NON> 67,947
<LOANS-PAST> 15,295
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 451,692
<CHARGE-OFFS> 53,138
<RECOVERIES> 32,158
<ALLOWANCE-CLOSE> 473,717
<ALLOWANCE-DOMESTIC> 199,000
<ALLOWANCE-FOREIGN> 27,500
<ALLOWANCE-UNALLOCATED> 247,200

</TABLE>