UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM 10-Q
|X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2000
Commission file number 0-28118
-----------
UnionBanCal Corporation
State of Incorporation: California I.R.S. Employer Identification No.
94-1234979
400 CALIFORNIA STREET
SAN FRANCISCO, CALIFORNIA 94104-1476
REGISTRANT'S TELEPHONE NUMBER (415) 765-2969
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 July 31, 2000: 161,314,052
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UNIONBANCAL CORPORATION AND SUBSIDIARIES
TABLE OF CONTENTS
PAGE
NUMBER
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PART I
FINANCIAL INFORMATION
Consolidated Financial Highlights..................................................... 2
Item 1. Financial Statements:
Condensed Consolidated Statements of Income........................................ 4
Condensed Consolidated Balance Sheets.............................................. 5
Condensed Consolidated Statements of Changes in Shareholders' Equity............... 6
Condensed Consolidated Statements of Cash Flows.................................... 7
Notes to Condensed Consolidated Financial Statements............................... 8
Item 2. Management's Discussion and Analysis:
Introduction....................................................................... 14
Summary............................................................................ 14
Mission Excel...................................................................... 17
Business Segments.................................................................. 18
Net Interest Income................................................................ 25
Noninterest Income................................................................. 28
Noninterest Expense................................................................ 30
Income Tax Expense................................................................. 31
Loans.............................................................................. 31
Cross-Border Outstandings.......................................................... 32
Provision for Credit Losses........................................................ 32
Allowance for Credit Losses........................................................ 33
Nonperforming Assets............................................................... 37
Loans 90 Days or More Past Due and Still Accruing.................................. 37
Liquidity.......................................................................... 37
Regulatory Capital................................................................. 38
Forward-looking Statements......................................................... 39
Item 3. Market Risk................................................................... 43
PART II
OTHER INFORMATION
Item 4. Other Information............................................................. 44
Item 5. Exhibits and Reports on Form 8-K.............................................. 44
Signatures............................................................................ 45
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<CAPTION>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS
(UNAUDITED)
PERCENT CHANGE TO
AS OF AND FOR THE THREE MONTHS JUNE 30, 2000
ENDED FROM:
------------------------------------------------ -------------------------
JUNE 30, MARCH 31, JUNE 30, JUNE 30, MARCH 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 2000 2000 1999 2000
----------------------------------------------- ------------- ------------- ------------- ---------- ----------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net interest income(1)...................... $ 348,014 $ 386,177 $ 396,929 14.06% 2.78%
Provision for credit losses................. 10,000 40,000 70,000 600.00 75.00
Noninterest income.......................... 144,798 152,010 173,070 19.53 13.85
Noninterest expense, excluding restructuring
credit................................... 305,229 267,038 290,319 (4.88) 8.72
Restructuring credit........................ - (11,000) (8,000) nm (27.27)%
------------ ------------ ------------ --------- ---------
Income before income taxes]................. 177,583 242,149 217,680 22.58 (10.10)
Taxable-equivalent adjustment............... 851 655 637 (25.15) (2.75)
Income tax expense.......................... 62,005 83,023 75,628 21.97 (8.91)
------------ ------------ ------------ --------- ---------
Net income.................................. $ 114,727 $ 158,471 $ 141,415 23.26% (10.76)%
============ ============ ============ ========= =========
PER COMMON SHARE:
Net income-basic............................ $ 0.70 $ 0.97 $ 0.87 24.29% (10.31)%
Net income-diluted.......................... 0.69 0.96 0.87 26.09 (9.38)
Dividends].................................. 0.19 0.25 0.25 31.58 -
Book value (end of period).................. 17.50 18.73 19.42 10.97 3.68
Common shares outstanding (end of period)... 164,600,997 162,585,365 161,604,417 (1.82) (0.60)
Weighted average common shares
outstanding-basic........................ 164,588,227 163,803,054 162,231,696 (1.43) (0.96)
Weighted average common shares
outstanding-diluted...................... 165,278,828 164,326,864 162,660,994 (1.58) (1.01)
BALANCE SHEET (END OF PERIOD):
Total assets................................ $ 32,386,153 $ 33,616,363 $ 33,895,037 4.66% 0.83%
Total loans................................. 24,586,658 25,983,684 26,373,044 7.27 1.50
Nonaccrual loans............................ 90,908 144,400 203,201 123.52 40.72
Nonperforming assets........................ 97,449 146,648 228,981 134.98 56.14
Total deposits.............................. 24,133,148 25,906,727 25,733,981 6.63 (0.67)
Trust preferred securities.................. 350,000 350,000 350,000 - -
Common equity............................... 2,881,137 3,045,474 3,138,690 8.94 3.06
BALANCE SHEET (PERIOD AVERAGE):
Total assets................................ $ 31,960,796 $ 33,021,747 $ 33,846,445 5.90% 2.50%
Total loans................................. 24,854,844 26,013,718 26,441,412 6.38 1.64
Earning assets.............................. 28,867,990 29,827,068 30,575,062 5.91 2.51
Total deposits.............................. 23,348,561 25,080,619 25,476,764 9.11 1.58
Common equity............................... 2,872,991 3,014,743 3,085,227 7.39 2.34
FINANCIAL RATIOS:
Return on average assets(3)................. 1.44% 1.93% 1.68%
Return on average common equity]............ 16.02 21.14 18.44
Efficiency ratio(4)......................... 62.04 47.58 49.52
Net interest margin(1)...................... 4.84 5.20 5.21
Dividend payout ratio....................... 27.14 25.77 28.74
Tangible equity ratio....................... 8.70 8.90 9.13
Tier 1 risk-based capital ratio............. 10.02 10.11 10.23
Total risk-based capital ratio.............. 11.96 11.96 12.05
Leverage ratio.............................. 9.91 10.24 10.26
Allowance for credit losses to total loans.. 1.83 1.86 1.90
Allowance for credit losses to nonaccrual
loans.................................... 495.45 334.63 246.42
Net loans charged off to average total
loans(3)................................. 0.12 0.42 0.80
Nonperforming assets to total loans,
foreclosed assets, and distressed loans
held for sale............................ 0.40 0.56 0.87
Nonperforming assets to total assets........ 0.30 0.44 0.68
---------------------------
<FN>
(1) Amounts are on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2) Dividends per share reflect dividends declared on UnionBanCal Corporation's common stock outstanding as of the declaration date.
(3) Annualized.
(4) 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 $(0.5) million in the second
quarter of 1999, and none in the first and second quarters of 2000.
(nm) = not meaningful
</FN>
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2
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UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS
(UNAUDITED)
AS OF AND FOR THE SIX MONTHS ENDED
-------------------------------------------
JUNE 30, JUNE 30, PERCENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 2000 CHANGE
--------------------------------------------------------------------------------- ------------- ------------- --------
<S> <C> <C> <C>
RESULTS OF OPERATIONS:
Net interest income].......................................................... $ 688,725 $ 783,106 13.70%
Provision for credit losses................................................... 15,000 110,000 633.33
Noninterest income............................................................ 284,106 325,080 14.42
Noninterest expense, excluding restructuring credit........................... 606,392 557,357 (8.09)
Restructuring credit.......................................................... - (19,000) nm
------------- -------------
Income before income taxes]................................................... 351,439 459,829 30.84
Taxable-equivalent adjustment................................................. 1,741 1,292 (25.79)
Income tax expense............................................................ 116,476 158,651 36.21
------------- -------------
Net income.................................................................... $ 233,222 $ 299,886 28.58%
============= =============
PER COMMON SHARE:
Net income-basic.............................................................. $ 1.39 $ 1.84 32.37%
Net income-diluted............................................................ 1.38 1.83 32.61
Dividends].................................................................... 0.38 0.50 31.58
Book value (end of period).................................................... 17.50 19.42 10.97
Common shares outstanding (end of period)..................................... 164,600,997 161,604,417 (1.82)
Weighted average common shares outstanding-basic.............................. 168,186,916 163,017,375 (3.07)
Weighted average common shares outstanding-diluted............................ 168,842,537 163,606,186 (3.10)
BALANCE SHEET (END OF PERIOD):
Total assets.................................................................. $ 32,386,153 $ 33,895,037 4.66%
Total loans................................................................... 24,586,658 26,373,044 7.27
Nonaccrual loans.............................................................. 90,908 203,201 123.52
Nonperforming assets.......................................................... 97,449 228,981 134.98
Total deposits................................................................ 24,133,148 25,733,981 6.63
Trust preferred securities.................................................... 350,000 350,000 -
Common equity................................................................. 2,881,137 3,138,690 8.94
BALANCE SHEET (PERIOD AVERAGE):
Total assets.................................................................. $ 31,844,898 $ 33,434,301 4.99%
Total loans................................................................... 24,569,371 26,227,565 6.75
Earning assets................................................................ 28,744,028 30,201,073 5.07
Total deposits................................................................ 23,327,365 25,278,692 8.36
Common equity................................................................. 2,933,336 3,049,985 3.98
FINANCIAL RATIOS:
Return on average assets]..................................................... 1.48% 1.80%
Return on average common equity].............................................. 16.03 19.77
Efficiency ratio]............................................................. 62.39 48.58
Net interest margin].......................................................... 4.83 5.21
Dividend payout ratio......................................................... 27.34 27.17
Tangible equity ratio......................................................... 8.70 9.13
Tier 1 risk-based capital ratio............................................... 10.02 10.23
Total risk-based capital ratio................................................ 11.96 12.05
Leverage ratio................................................................ 9.91 10.26
Allowance for credit losses to total loans.................................... 1.83 1.90
Allowance for credit losses to nonaccrual loans............................... 495.45 246.42
Net loans charged off to average total loans]................................. 0.20 0.61
Nonperforming assets to total loans, foreclosed assets, and distressed loans
held for sale.............................................................. 0.40 0.87
Nonperforming assets to total assets.......................................... 0.30 0.68
---------------------------
<FN>
(1) Amounts are on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2) Dividends per share reflect dividends declared on UnionBanCal Corporation's common stock outstanding as of the declaration date.
(3) Annualized.
(4) 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 $(0.6) million in the first six months of
1999 and none for the first six months of 2000.
(nm) = not meaningful
</FN>
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3
<PAGE>
Item 1. FINANCIAL STATEMENTS
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UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
----------------------- --------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 2000 1999 2000
----------------------------------------------------------------------- ---------- --------- ---------- -----------
<S> <C> <C> <C> <C>
INTEREST INCOME
Loans............................................................... $ 464,858 $ 562,075 $ 916,350 $ 1,102,052
Securities.......................................................... 54,213 56,446 111,031 106,983
Interest bearing deposits in banks.................................. 3,068 2,563 6,256 4,747
Federal funds sold and securities purchased under resale agreements. 1,196 2,082 2,893 5,101
Trading account assets.............................................. 2,503 4,777 6,401 8,035
--------- --------- ---------- -----------
Total interest income............................................ 525,838 627,943 1,042,931 1,226,918
--------- --------- ---------- -----------
INTEREST EXPENSE
Domestic deposits................................................... 101,519 140,188 207,666 268,938
Foreign deposits.................................................... 17,181 24,441 33,813 51,366
Federal funds purchased and securities sold under repurchase
agreements....................................................... 21,107 26,865 40,876 45,389
Commercial paper.................................................... 18,020 23,364 37,194 44,932
Subordinated capital notes.......................................... 4,036 5,081 8,145 9,937
UnionBanCal Corporation-obligated mandatorily redeemable preferred
securities of subsidiary grantor trust........................... 7,091 6,490 10,382 13,374
Other borrowed funds................................................ 9,721 5,222 17,871 11,168
--------- --------- ---------- -----------
Total interest expense........................................... 178,675 231,651 355,947 445,104
--------- --------- ---------- -----------
NET INTEREST INCOME.................................................... 347,163 396,292 686,984 781,814
Provision for credit losses......................................... 10,000 70,000 15,000 110,000
--------- --------- ---------- -----------
Net interest income after provision for credit losses............ 337,163 326,292 671,984 671,814
--------- --------- ---------- -----------
NONINTEREST INCOME
Service charges on deposit accounts................................. 42,929 52,645 82,580 100,208
Trust and investment management fees................................ 33,983 37,388 66,254 76,188
Merchant transaction processing fees................................ 18,146 18,438 32,658 35,533
International commissions and fees.................................. 18,080 18,415 35,711 35,451
Merchant banking fees............................................... 9,154 11,109 16,615 25,328
Brokerage commissions and fees...................................... 6,080 9,263 11,676 18,693
Securities gains, net............................................... 634 10,018 1,895 5,700
Other............................................................... 15,792 15,794 36,717 27,979
--------- --------- ---------- -----------
Total noninterest income......................................... 144,798 173,070 284,106 325,080
--------- --------- ---------- -----------
NONINTEREST EXPENSE
Salaries and employee benefits...................................... 167,015 153,062 334,682 292,256
Net occupancy....................................................... 21,917 22,010 44,378 44,694
Equipment........................................................... 15,475 16,710 30,016 32,004
Merchant transaction processing..................................... 13,258 12,644 24,868 24,360
Communications...................................................... 10,618 10,745 20,551 21,312
Professional services............................................... 10,290 10,556 20,984 18,518
Data processing..................................................... 7,661 8,975 15,662 17,622
Foreclosed asset expense (income)................................... (512) 56 (553) 21
Restructuring credit................................................ - (8,000) - (19,000)
Other............................................................... 59,507 55,561 115,804 106,570
--------- --------- ---------- -----------
Total noninterest expense........................................ 305,229 282,319 606,392 538,357
--------- --------- ---------- -----------
Income before income taxes.......................................... 176,732 217,043 349,698 458,537
Income tax expense.................................................. 62,005 75,628 116,476 158,651
--------- --------- ---------- -----------
NET INCOME............................................................. $ 114,727 $ 141,415 $ 233,222 $ 299,886
========= ========= ========== ===========
NET INCOME PER COMMON SHARE-BASIC...................................... $ 0.70 $ 0.87 $ 1.39 $ 1.84
========= ========= ========== ===========
NET INCOME PER COMMON SHARE-DILUTED.................................... $ 0.69 $ 0.87 $ 1.38 $ 1.83
========= ========= ========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-BASIC....................... 164,588 162,232 168,187 163,017
========= ========= ========== ===========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING-DILUTED..................... 165,279 162,661 168,843 163,606
========= ========= ========== ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
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4
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<CAPTION>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED) (UNAUDITED)
JUNE 30, DECEMBER 31, JUNE 30,
(DOLLARS IN THOUSANDS) 1999 1999 2000
------------------------------------------------------------------------- ----------- ----------- -----------
<S> <C> <C> <C>
ASSETS
Cash and due from banks.................................................. $ 2,499,686 $ 2,141,964 $ 2,232,750
Interest bearing deposits in banks....................................... 203,428 182,719 182,408
Federal funds sold and securities purchased under resale agreements...... 385,930 833,450 64,980
----------- ----------- -----------
Total cash and cash equivalents.................................... 3,089,044 3,158,133 2,480,138
Trading account assets................................................... 197,120 179,935 273,797
Securities available for sale............................................ 3,272,934 3,210,099 3,470,780
Securities held to maturity (market value: June 30, 1999, $138,269;
December 31, 1999, $45,376; June 30, 2000, $23,993)................... 138,267 46,526 25,151
Loans (net of allowance for credit losses: June 30, 1999, $450,403;
December 31, 1999, $470,378; June 30, 2000, $500,731)................. 24,136,255 25,442,580 25,872,313
Due from customers on acceptances........................................ 323,307 259,340 256,834
Premises and equipment, net.............................................. 440,569 425,021 424,898
Other assets............................................................. 788,657 963,142 1,091,126
----------- ----------- -----------
Total assets....................................................... $32,386,153 $33,684,776 $33,895,037
=========== =========== ===========
LIABILITIES
Domestic deposits:
Noninterest bearing................................................... $ 9,619,005 $ 9,395,925 $ 9,846,855
Interest bearing...................................................... 12,695,248 14,274,310 14,003,065
Foreign deposits:
Noninterest bearing................................................... 231,964 325,415 331,825
Interest bearing...................................................... 1,586,931 2,260,957 1,552,236
----------- ----------- -----------
Total deposits..................................................... 24,133,148 26,256,607 25,733,981
Federal funds purchased and securities sold under repurchase agreements.. 1,616,670 1,156,799 1,640,265
Commercial paper......................................................... 1,344,156 1,108,258 1,431,737
Other borrowed funds..................................................... 817,031 540,496 262,662
Acceptances outstanding.................................................. 323,307 259,340 256,834
Other liabilities........................................................ 622,704 727,808 782,868
Subordinated capital notes............................................... 298,000 298,000 298,000
UnionBanCal Corporation-obligated mandatorily redeemable preferred
securities of subsidiary grantor trust................................ 350,000 350,000 350,000
----------- ----------- -----------
Total liabilities.................................................. 29,505,016 30,697,308 30,756,347
----------- ----------- -----------
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock:
Authorized 5,000,000 shares, no shares issued or outstanding as of June
30, 1999, December 31, 1999, and June 30, 2000..................... - - -
Common stock-no stated value:
Authorized 300,000,000 shares, issued 164,600,997 shares as of June 30,
1999, 164,282,622 shares as of December 31, 1999, and 161,604,417
shares as of June 30, 2000......................................... 1,415,104 1,404,155 1,327,509
Retained earnings........................................................ 1,487,481 1,625,263 1,845,037
Accumulated other comprehensive income (loss)............................ (21,448) (41,950) (33,856)
----------- ----------- -----------
Total shareholders' equity......................................... 2,881,137 2,987,468 3,138,690
----------- ----------- -----------
Total liabilities and shareholders' equity......................... $32,386,153 $33,684,776 $33,895,037
=========== =========== ===========
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
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<CAPTION>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES OF SHAREHOLDERS' EQUITY
(UNAUDITED)
FOR THE SIX MONTHS ENDED JUNE 30,
------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 2000
----------------------------------------------------------------------- ------------------------ ------------------------
<S> <C> <C> <C> <C>
COMMON STOCK
Balance, beginning of period........................................... $ 1,725,619 $ 1,404,155
Dividend reinvestment plan............................................. 29 22
Deferred compensation-restricted stock awards (cancellations).......... (34) (68)
Stock options exercised................................................ 1,028 1,239
Common stock repurchased............................................... (311,538) (77,839)
----------- -----------
Balance, end of period................................................. $ 1,415,104 $ 1,327,509
----------- -----------
RETAINED EARNINGS
Balance, beginning of period........................................... $ 1,314,915 $ 1,625,263
Net income............................................................. 233,222 $233,222 299,886 $299,886
Dividends on common stock(1)........................................... (62,541) (81,433)
Deferred compensation-restricted stock awards.......................... 1,885 1,321
----------- -----------
Balance, end of period................................................. $ 1,487,481 $ 1,845,037
----------- -----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period........................................... $ 17,710 $ (41,950)
Unrealized holding (losses) gains arising during the period on
securities available for sale, net of tax (benefit) expense of
$(23,967) and $6,922 in the first six months of 1999 and 2000,
respectively........................................................ (38,566) 11,174
Less: reclassification adjustment for gains on securities available for
sale included in net income, net of tax expense of $678 and $2,180
in the first six months of 1999 and 2000, respectively (1,217) (3,520)
-------- --------
Net unrealized (losses) gains on securities available for sale......... (39,783) 7,654
Foreign currency translation adjustment, net of tax benefit (expense)
of $25 and $(273) in the first six months of 1999 and 2000,
respectively........................................................ (44) 440
Minimum pension liability adjustment, net of tax expense of $373 in the
first six months of 1999............................................ 669 -
-------- --------
Other comprehensive (loss) income...................................... (39,158) (39,158) 8,094 8,094
----------- -------- ----------- --------
Total comprehensive income............................................. $194,064 $307,980
======== ========
Balance, end of period.............................................. $ (21,448) $ (33,856)
----------- -----------
TOTAL SHAREHOLDERS' EQUITY....................................... $ 2,881,137 $ 3,138,690
=========== ===========
---------------------------
<FN>
(1) Dividends per share were $0.38 and $0.50 for the first six months of 1999 and 2000, respectively.
Dividends are based on UnionBanCal Corporation's shares outstanding as of the declaration date.
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
6
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<TABLE>
<CAPTION>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
FOR THE SIX MONTHS
ENDED JUNE 30,
-----------------------------
(DOLLARS IN THOUSANDS) 1999 2000
----------------------------------------------------------------------------------------------- ----------- -----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.................................................................................. $ 233,222 $ 299,886
Adjustments to reconcile net income to net cash provided by operating activities:
Provision for credit losses.............................................................. 15,000 110,000
Depreciation, amortization and accretion................................................. 36,064 35,823
Provision for deferred income taxes...................................................... 11,302 24,771
Gain on sales of securities available for sale........................................... (1,895) (5,700)
Utilization in excess of restructuring charge (credit)................................... - (39,335)
Net decrease (increase) in trading account assets........................................ 70,598 (93,862)
Other, net............................................................................... (183,129) (46,412)
----------- -----------
Total adjustments........................................................................ (52,060) (14,715)
----------- -----------
Net cash provided by operating activities................................................... 181,162 285,171
----------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale........................................ 199,852 388,049
Proceeds from matured and called securities available for sale.............................. 329,486 464,584
Purchases of securities available for sale.................................................. (224,325) (1,094,623)
Proceeds from matured and called securities held to maturity................................ 22,417 21,380
Net increase in loans....................................................................... (336,296) (562,725)
Other, net.................................................................................. (50,643) (29,628)
----------- -----------
Net cash used in investing activities.................................................... (59,509) (812,963)
----------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits.................................................................... (374,731) (522,626)
Net increase in federal funds purchased and securities sold under repurchase agreements..... 308,926 483,466
Net increase in commercial paper and other borrowed funds................................... 385,277 45,645
Common stock repurchased.................................................................... (311,538) (77,839)
Proceeds from issuance of trust preferred securities........................................ 350,000 -
Payments of cash dividends.................................................................. (64,568) (82,027)
Other, net.................................................................................. 1,013 1,701
----------- -----------
Net cash provided by (used in) financing activities...................................... 294,379 (151,680)
=========== ===========
Net increase (decrease) in cash and cash equivalents........................................... 416,032 (679,472)
Cash and cash equivalents at beginning of period............................................... 2,678,478 3,158,133
Effect of exchange rate changes on cash and cash equivalents................................... (5,466) 1,477
----------- -----------
Cash and cash equivalents at end of period..................................................... $ 3,089,044 $ 2,480,138
=========== ===========
CASH PAID DURING THE PERIOD FOR:
Interest.................................................................................... $ 348,438 $ 431,552
Income taxes................................................................................ 33,178 91,202
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
Loans transferred to foreclosed assets (OREO) and distressed loans held for sale............ $ 3,892 $ 25,286
Dividends declared but unpaid............................................................... 31,312 40,530
<FN>
See accompanying notes to condensed consolidated financial statements.
</FN>
</TABLE>
7
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)
NOTE 1-BASIS OF PRESENTATION AND NATURE OF OPERATIONS
The unaudited condensed consolidated financial statements of
UnionBanCal Corporation and subsidiaries (the Company) have been prepared in
accordance with accounting principles generally accepted in the United States of
America (US GAAP) for interim financial reporting and the instructions to Form
10-Q and Rule 10-01 of Regulation S-X of the Rules and Regulations of the
Securities and Exchange Commission. However, they do not include all of the
disclosures necessary for annual financial statements in conformity with US
GAAP. The results of operations for the period ended June 30, 2000 are not
necessarily indicative of the operating results anticipated for the full year.
Accordingly, these unaudited condensed 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, 1999. The
preparation of financial statements in conformity with US 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 March 3, 1999, the Company completed a secondary offering of 28.75
million shares of its Common Stock owned by The Bank of Tokyo-Mitsubishi, Ltd.
(BTM). The Company received no proceeds from this transaction. Concurrent with
the secondary offering, the Company repurchased 8.6 million shares of its
outstanding Common Stock from BTM and 2.1 million shares owned by Meiji Life
Insurance Company with $311 million of the net proceeds from the issuance of
$350 million of 7 3/8 percent redeemable preferred securities that occurred on
February 19, 1999.
The Company completed the repurchase of $100 million in common stock
between December 1999 and July 2000, under a stock repurchase plan authorized in
November 1999. As of June 30, 2000 $95.7 million of stock had been repurchased
under the plan. In July 2000, the Company announced an additional $100 million
stock repurchase plan.
On January 1, 2000, the Company changed the method it uses to calculate
the market-related value of its pension plan assets. This change increased the
value of plan assets on which the expected returns are based and, therefore,
results in lower net periodic pension cost. This change in methodology resulted
in a one-time credit to salaries and benefits of $16.0 million. The impact on
future years is not considered significant.
Certain amounts for prior periods have been reclassified to conform to
current financial statement presentation.
NOTE 2-RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards (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 to effectiveness and ineffectiveness 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
8
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)(CONTINUED)
NOTE 2-RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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. In June
1999, the FASB issued SFAS No. 137, "Deferral of the Effective Date of FASB
Statement No. 133", to defer for one year the effective date of implementation
of SFAS No. 133. In June 2000, FASB issued SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities", which amends the
accounting and reporting standards of SFAS No. 133 for certain derivative
instruments and certain hedging activities. SFAS No. 133, as amended by SFAS No.
137 and SFAS No. 138, is effective for fiscal years beginning after June 15,
2000, with earlier application encouraged. 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 the adoption 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. The Company expects to adopt SFAS No. 133 as of January 1, 2001.
NOTE 3-EARNINGS PER SHARE
Basic earnings per share (EPS) is computed by dividing net income 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 six months ended June 30, 1999 and 2000:
<TABLE>
<CAPTION>
THREE MONTHS ENDED JUNE 30, SIX MONTHS ENDED JUNE 30,
------------------------------------------- -------------------------------------------
1999 2000 1999 2000
-------------------- -------------------- -------------------- -------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER
DATA BASIC DILUTED BASIC DILUTED BASIC DILUTED BASIC DILUTED
--------------------------------- -------- -------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net Income....................... $114,727 $114,727 $141,415 $141,415 $233,222 $233,222 $299,886 $299,886
Weighted average common shares
outstanding................... 164,588 164,588 162,232 162,232 168,187 168,187 163,017 163,017
Additional shares due to:
Assumed conversion of dilutive
stock options.............. - 691 - 429 - 656 - 589
-------- -------- -------- -------- -------- -------- -------- --------
Adjusted weighted average common
shares outstanding............ 164,588 165,279 162,232 162,661 168,187 168,843 163,017 163,606
======== ======== ======== ======== ======== ======== ======== ========
Net income per share............. $ 0.70 $ 0.69 $ 0.87 $ 0.87 $ 1.39 $ 1.38 $ 1.84 $ 1.83
======== ======== ======== ======== ======== ======== ======== ========
</TABLE>
9
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)(CONTINUED)
NOTE 4-COMPREHENSIVE INCOME
The following table presents a summary of the components of accumulated
other comprehensive income (loss):
<TABLE>
<CAPTION>
NET UNREALIZED GAINS FOREIGN MINIMUM PENSION ACCUMULATED OTHER
(LOSSES) ON SECURITIES CURRENCY LIABILITY COMPREHENSIVE
AVAILABLE FOR SALE TRANSLATION ADJUSTMENT INCOME (LOSS)
--------------------- -------------------- -------------------- --------------------
FOR THE SIX MONTHS ENDED JUNE 30,
--------------------------------------------------------------------------------------------
(DOLLARS IN THOUSANDS) 1999 2000 1999 2000 1999 2000 1999 2000
------------------------------ -------- -------- ------- ------- ------- ----- -------- --------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Beginning balance............. $ 29,109 $(32,548) $(9,651) $(8,713) $(1,748) $(689) $ 17,710 $(41,950)
Change during the period...... (39,783) 7,654 (44) 440 669 - (39,158) 8,094
-------- -------- ------- ------- ------- ----- -------- --------
Ending balance................ $(10,674) $(24,894) $(9,695) $(8,273) $(1,079) $(689) $(21,448) $(33,856)
======== ======== ======= ======= ======= ===== ======== ========
</TABLE>
NOTE 5-BUSINESS SEGMENTS
The Company is organized based on the products and services that it
offers and operates in four principal areas:
o The Community Banking and Investment Services Group offers a
full range of banking services, primarily to individuals and
small businesses, delivered through a tri-state network of
branches and ATMs. These services include commercial loans,
mortgages and home equity lines of credit, consumer loans,
deposit services and cash management as well as fiduciary,
private banking, investment and asset management services for
individuals and institutions.
o The Commercial Financial Services Group primarily provides
tailored credit and cash management services to large
corporate and middle market companies Services include
commercial loans, asset based lending, commercial real estate
lending, leasing, leveraged financing and a comprehensive
product array of deposit and cash management services.
o The International Banking Group provides trade-finance
products to banks, and extends primarily short-term credit to
corporations engaged in international business. The group's
revenue predominately relates to foreign customers.
o The Global Markets Group manages the Company's securities
portfolio, trading operations, wholesale funding needs, and
interest rate and liquidity risk.
The information set forth in the following table reflects selected
income statement items and a selected balance sheet item by business unit. The
information presented does not necessarily represent the business units'
financial condition and results of operations as if they were independent
entities. Unlike financial accounting, there is no authoritative body of
guidance for management accounting equivalent to US GAAP. Consequently, reported
results are not necessarily comparable with those presented by other companies.
The information in this table is derived from the internal management
reporting system used by management to measure the performance of the segments
and the Company overall. The management reporting system assigns balance sheet
and income statement items to each segment based on internal management
accounting policies. Net interest income is determined by the Company's internal
funds
10
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)(CONTINUED)
NOTE 5-BUSINESS SEGMENTS (CONTINUED)
transfer pricing system, which assigns a cost of funds or a credit for funds to
assets or liabilities based on their type, maturity or repricing
characteristics. Noninterest income and expense directly attributable to a
segment are assigned to that business, other than restructuring charges
(credits). Indirect costs, such as overhead, operations, and technology expense,
are allocated to the segments based on studies of billable unit costs for
product or data processing. With the Company's adoption of a risk-adjusted
return on capital (RAROC) methodology, credit expense is charged to businesses
based upon expected losses arising from credit risk. In addition, the
attribution of economic capital is related to unexpected losses arising from
credit, market and operational risks.
"Other" is comprised of goodwill, certain parent company non-bank
subsidiaries, the elimination of the fully taxable-equivalent amounts, the
allowance and related provision for credit losses in excess of that ascribed
through our RAROC methodology, the net impact of transfer pricing, the earnings
associated with the unallocated equity capital, and the residual costs of
support groups, as well as certain other non-recurring items such as
restructuring charges (credits) and merger and integration expenses. In
addition, it includes two units, the Credit Management Group, which manages
nonperforming assets, and the Pacific Rim Group, which offers financial products
to Japanese-owned subsidiaries located in the U.S. On an individual basis, none
of the business units in "Other" are significant to the Company's business.
<TABLE>
<CAPTION>
COMMUNITY BANKING
AND INVESTMENT COMMERCIAL FINANCIAL INTERNATIONAL
SERVICES GROUP SERVICES GROUP BANKING GROUP
--------------------- ---------------------- -------------------
AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
-------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- -------- ------- --------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Total revenue(1)................................... $262,030 $295,540 $178,416 $233,105 $24,938 $ 22,226
Net income......................................... $ 35,667 $ 63,109 $ 53,528 $ 82,461 $ 4,629 $ 3,893
Total assets at period end (dollars in millions)... $ 9,509 $ 8,920 $ 16,059 $ 18,975 $ 1,524 $ 1,538
</TABLE>
<TABLE>
<CAPTION>
GLOBAL UNIONBANCAL
MARKETS GROUP OTHER CORPORATION
------------------ ---------------------- ---------------------
AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
------- ------ ------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Total revenue(1)..................................... $17,918 $7,587 $ 8,659 $ 10,904 $491,961 $569,362
Net income........................................... $ 7,461 $2,317 $13,442 $(10,365) $114,727 $141,415
Total assets at period end (dollars in millions)..... $ 3,723 $3,687 $ 1,572 $ 776 $ 32,386 $33,895
---------------------------
<FN>
(1) Total revenue is comprised of net interest income and noninterest income
</FN>
</TABLE>
11
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)(CONTINUED)
NOTE 5-BUSINESS SEGMENTS (CONTINUED)
<TABLE>
<CAPTION>
COMMUNITY BANKING
AND INVESTMENT COMMERCIAL FINANCIAL INTERNATIONAL
SERVICES GROUP SERVICES GROUP BANKING GROUP
------------------- ---------------------- --------------------
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- -------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Total revenue(1)................................... $509,984 $568,028 $345,832 $447,767 $ 52,233 $ 48,279
Net income......................................... $ 64,579 $116,983 $ 98,282 $156,819 $ 10,634 $ 10,158
Total assets at period end (dollars in millions)... $ 9,509 $ 8,920 $ 16,059 $ 18,975 $ 1,524 $ 1,538
GLOBAL UNIONBANCAL
MARKETS GROUP OTHER CORPORATION
------------------- -------------------- ----------------------
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
-------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- -------- -------- ----------
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Total revenue(1)..................................... $ 42,700 $ 9,438 $ 20,342 $ 33,382 $971,090 $1,106,894
Net income........................................... $ 18,929 $ 974 $ 40,798 $ 14,952 $233,222 $ 299,886
Total assets at period end (dollars in millions)..... $ 3,723 $ 3,687 $ 1,572 $ 775 $ 32,386 $ 33,895
---------------------------
<FN>
(1) Total revenue is comprised of net interest income and noninterest income
</FN>
</TABLE>
NOTE 6-RESTRUCTURING CHARGE (CREDIT)
A restructuring charge of $85 million was recorded in the third quarter
of 1999. The restructuring charge was incurred in connection with a company-wide
project referred to as "Mission Excel". Mission Excel is an initiative to slow
the growth rate of expenses, increase sustainable growth in revenues, and
increase productivity through elimination of unnecessary or duplicate functions.
The restructuring charge included only direct and incremental costs associated
with the program.
During the second quarter of 2000, the restructuring reserve was
reduced by $8.0 million. Total reductions for the six months ended June 30, 2000
were $19.0 million. The reductions were primarily related to the severance
portion of the reserve, reflecting continuing changes in attrition assumptions.
As a result of ongoing evaluations, management believes that the current
strength of the California economy resulted in markedly higher attrition rates
than the Company had previously anticipated at the end of the first quarter
2000. Consequently, lower than expected severance payments attributed to Mission
Excel position eliminations will be paid.
12
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2000
(UNAUDITED)(CONTINUED)
NOTE 6-RESTRUCTURING CHARGE (CREDIT)
The table below provides details of the restructuring related
liability.
<TABLE>
<CAPTION>
OCCUPANCY
AND
(DOLLARS IN THOUSANDS) PERSONNEL OTHER TOTAL
-------------------------------------------------- --------- --------- ---------
<S> <C> <C> <C>
Balances at December 31, 1999..................... $59,525 $9,834 $69,359
Less:
Cash.............................................. 14,615 5,711 20,326
Noncash........................................... - 9 9
--------- --------- ---------
Total utilization.............................. 14,615 5,720 20,335
Restructuring credit.............................. 18,000 1,000 19,000
--------- --------- ---------
Balances at June 30, 2000......................... $26,910 $3,114 $30,024
========= ========= =========
</TABLE>
Personnel expense consists of severance and related benefits to be paid
under the Company's enhanced severance plan. The Company now expects to sever
approximately 800 employees under the plan of which 620 employees have been
terminated as of June 30, 2000. Occupancy and other consists of lease
termination costs and the cost of professional services incurred during the
assessment phase of the project.
13
<PAGE>
Item 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
THIS DOCUMENT CONTAINS 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 ON PAGE 39 AND IN
OUR PUBLICLY AVAILABLE SECURITIES AND EXCHANGE COMMISSION FILINGS AND PRESS
RELEASES.
INTRODUCTION
We are a California-based commercial bank holding company with
consolidated assets of $33.9 billion at June 30, 2000. Our wholly-owned
subsidiary, Union Bank of California, N.A., is the third largest commercial bank
in California, based on total assets and total deposits in California, and one
of the 30 largest commercial banks in the United States. At June 30, 2000, we
operated 241 banking offices in California, 6 banking offices in Oregon and
Washington, and 18 overseas facilities. At June 30, 2000, we were 65 percent
owned by The Bank of Tokyo-Mitsubishi, Ltd. and 35 percent owned by other
shareholders.
Our interim financial information should be read in conjunction with
our Form 10-K for the year ended December 31, 1999. Certain amounts for prior
periods have been reclassified to conform to current financial statement
presentation.
SUMMARY
To facilitate the discussion of the results of operations, the
following table includes certain pro forma earnings disclosures and ratios.
These presentations supplement the Condensed Consolidated Statements of Income
on page 4, which are prepared in accordance with accounting principles generally
accepted in the United States of America (US GAAP), primarily with respect to
the treatment of the restructuring credits, which were recorded in the first and
second quarters of 2000, as well as reflecting the taxable equivalent
adjustment. Management believes that it is meaningful to understand the
operating results and trends excluding these credits and, therefore, has
included information in this table and in management's discussion and analysis
(MD&A) which follows, that presents income excluding these items and related pro
14
<PAGE>
forma ratio and per share calculations. These pro forma earnings have not been
adjusted for any other non-recurring items that may impact our ratios or trends.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------------- --------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 2000 1999 2000
---------------------------------------------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
INCOME BEFORE INCOME TAXES.................................................. $177,583 $217,680 $351,439 $459,829
Restructuring credit..................................................... - (8,000) - (19,000)
Taxable equivalent adjustment............................................ (851) (637) (1,741) (1,292)
Income tax expense(1).................................................... (62,005) (72,614) (116,476) (151,492)
-------- -------- -------- --------
PRO FORMA EARNINGS.......................................................... $114,727 $136,429 $233,222 $288,045
======== ======== ======== ========
PER COMMON SHARE, EXCLUDING RESTRUCTURING CREDIT
Pro forma earnings (basic)............................................... $ 0.70 $ 0.84 $ 1.39 $ 1.77
Pro forma earnings (diluted)............................................. 0.69 0.84 1.38 1.76
SELECTED FINANCIAL RATIOS, EXCLUDING RESTRUCTURING CREDIT
Pro forma return on average assets....................................... 1.44% 1.62% 1.48% 1.73%
Pro forma return on average common equity................................ 16.02 17.78 16.03 18.99
Pro forma efficiency ratio].............................................. 62.04 50.92 62.39 50.29
Pro forma dividend payout ratio.......................................... 27.14 29.76 27.34 28.41
---------------------------
<FN>
(1) Excludes the income tax credits of $3.014 million and $7.159 million in the three and six months ending June 30, 2000,
respectively, related to restructuring credits.
(2) The pro forma efficiency ratio is noninterest expense, excluding foreclosed asset income and restructuring charge,
as a percentage of net interest income (taxable-equivalent) and noninterest income. Foreclosed asset expense/(income)
was $(0.512) million and $0.056 million for the second quarter of 1999 and 2000, respectively, and ($0.553) million
and $0.021 million for the first six months of 1999 and 2000, respectively.
</FN>
</TABLE>
COMPARISON OF THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
Net income was $141.4 million, or $0.87 per diluted common share, in
the second quarter of 2000 compared with $114.7 million, or $0.69 per diluted
common share, in the second quarter of 1999. Return on average assets was 1.68
percent for the quarter ending June 30, 2000, compared with 1.44 percent for the
same period in 1999, and return on average common equity was 18.44 percent for
the quarter ending June 30, 2000, compared with 16.02 percent for the same
period in 1999.
Excluding the effects of the $8.0 million restructuring credit ($5.0
million net of tax), which was recorded in the second quarter of 2000, pro forma
earnings were $136.4 million or $0.84 per diluted common share in the second
quarter of 2000 compared to $114.7 million or $0.69 per diluted common share in
the same period of 1999. In the second quarter of 2000, our pro forma return on
average assets increased to 1.62 percent from 1.44 percent a year earlier, and
our pro forma return on average common equity increased to 17.78 percent from
16.02 percent a year earlier.
Major factors affecting the earnings trend were:
o Total interest income during the second quarter of 2000, on a
taxable- equivalent basis, was $102.1 million or 19.4% higher
than the same period in 1999. Increased average earning asset
balances and the increasing interest rate environment were the
main contributors to the higher total interest income.
o Net interest margin for the second quarter of 2000 was 37
basis points or 7.6 percent higher than the same period in
1999. Increased yields on earning assets, partially offset by
higher cost of funds
15
<PAGE>
on interest bearing liabilities, both
resulting from the increasing interest rate environment, were
the main contributors to a higher net interest margin.
o Growth in several fee revenue businesses was strong with
service charges on deposit accounts up $9.7 million or 23
percent, trust and investment management fees up $3.4 million
or 10 percent, brokerage fees and commission up $3.2 million
or 52 percent, and merchant banking fees up $2.0 million or 21
percent. Overall fee revenue grew $18.2 million or 12.6
percent, excluding a net securities gain of $10.0 million.
o The provision for loan losses increased to $70.0 million in
the second quarter of 2000 from $10.0 million in the same
period in 1999. The change is attributed to an increase in our
criticized credits and in our impairment allowance.
o Operating expenses, excluding a restructuring reserve credit
of $8.0 million, decreased $14.9 million or 4.9 percent from
the same period in 1999. The decrease is mainly attributed to
lower direct expenses realized through our Mission Excel
expense reduction efforts and higher prior year expenses
related to the Year 2000 conversion.
COMPARISON OF SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
Net income was $299.9 million or $1.83 per diluted common share, for
the first six months of 2000 compared with $233.2 million or $1.38 per diluted
common share, for the first six months of 1999, Return on average assets was
1.80 percent for the quarter ending June 30, 2000, compared with 1.48 percent
for the same period in 1999, and return on average common equity was 19.77
percent for the quarter ending June 30, 2000, compared with 16.03 percent for
the same period in 1999.
Excluding the effects of the $19.0 million restructuring credit ($11.8
million net of tax), which was recorded in the first six months of 2000, pro
forma earnings were $288.0 million or $1.76 per diluted common share for the
first six months of 2000, compared to $233.2 million or $1.38 per diluted common
share for the first six months of 1999. For the first six months of 2000, our
pro forma return on average assets increased to 1.73 percent from 1.48 percent a
year earlier, and our pro forma return on average common equity increased to
18.99 percent from 16.03 percent a year earlier.
Major factors affecting the earnings trend were:
o Total interest income during the first six months of 2000, on
a taxable- equivalent basis, was $184.0 million or 17.6
percent higher than the same period in 1999. Increased average
earning asset balances and the increasing interest rate
environment were the main contributors to the higher total
interest income.
o Net interest margin for the first six months of 2000 was 38
basis points, or 7.9 percent higher than the same period in
1999. Increased yields on earning assets, partially offset by
higher cost of funds on interest bearing liabilities, both
resulting from the increasing interest rate environment, were
the main contributors to a higher net interest margin.
o Growth in several fee revenue businesses continued with
service charges on deposit accounts up $17.6 million or 21
percent, trust and investment management fees up $9.9 million
or 15 percent, merchant banking fees up $8.7 million or 52
percent, and brokerage fees and commission up $7.0 million or
60%. Overall, fee revenue grew $31.0 million or 10.9 percent,
excluding the net securities gain of $10.0 million.
o The provision for loan losses increased to $110.0 million in
the first six months of 2000 from $15.0 million in the same
period in 1999. The change is attributed to an increase in our
criticized credits and in our impairment allowance.
16
<PAGE>
o Operating expenses decreased $49.0 million or 8.0 percent,
excluding a restructuring reserve credit of $19.0 million,
from the same period in 1999. The decrease is mainly
attributed to lower direct expenses realized through to our
Mission Excel expense reduction efforts, higher prior year
expenses related to the Year 2000 conversion.
Nonperforming assets increased $131.5 million, or 135 percent, from
June 30, 1999 to $229.0 million at June 30, 2000. Nonperforming assets as a
percentage of total assets increased to 0.68 percent at June 30, 2000, compared
with 0.30 percent one year earlier. Total nonaccrual loans were $90.9 million at
June 30, 1999, compared with $203.2 million at June 30, 2000, resulting in an
increase in the ratio of nonaccrual loans to total loans from 0.37 percent at
June 30, 1999 to 0.77 percent at June 30, 2000.
Our Tier 1 and total risk-based capital ratios were 10.02 percent and
11.96 percent, respectively, at June 30, 1999, compared with 10.20 percent and
12.04 percent, respectively, at June 30, 2000. Our leverage ratio was 9.91
percent at June 30, 1999 compared with 10.24 percent at June 30, 2000
MISSION EXCEL
Mission Excel, a project begun in the second quarter 1999, is a
company-wide initiative to slow the rate of growth of our expenses, increase
sustainable growth in our revenues, and increase productivity through
elimination of unnecessary or duplicate functions. The goal of this project was
to help us achieve or exceed an efficiency ratio of 54% to 56% by the fourth
quarter 2000. As of June 30, 2000, we achieved this goal both on a reported
basis, as well as a pro forma basis.
In connection with Mission Excel, we incurred an $85 million
restructuring charge in the third quarter of 1999. The charge consisted of $70
million in personnel expense for approximately 1,400 employees to be terminated
under the plan. The remaining $15 million related to lease termination costs for
eight facilities that were to be vacated and professional service costs incurred
in connection with Mission Excel.
During the second quarter 2000, as part of our regular evaluation, we
reduced our restructuring reserve by $8 million. Total reductions for the six
months ended June 30, 2000 were $19.0 million. The reduction, in the second
quarter, arose in the severance portion of our reserve due to a change in the
attrition assumptions that were used at the end of the first quarter 2000. The
continuing strength of the California economy, coupled with a tight labor
market, resulted in a markedly higher attrition rate than we had anticipated. As
a result, we have reduced the total number of employees expected to be severed
under the plan from 1,400 to 800. As we continue to evaluate the attrition
assumptions utilized in estimating the severance reserve, further adjustments
may be necessary.
At the completion of the plan, we currently expect to sever
approximately 800 employees who are not concentrated in any one group or class
of staff. Of the total, 620 employees have been severed as of June 30, 2000 and
the remaining 180 employees are expected to be severed in the next three
quarters. Most of these employees were notified of their severance date by June
30, 2000.
The following table presents the restructuring reserve for the period,
the utilization and reduction of the reserve, and the resulting balance as of
June 30, 2000.
<TABLE>
<CAPTION>
FOR THE THREE FOR THE SIX
MONTHS ENDED MONTHS ENDED
(DOLLARS IN THOUSANDS) JUNE 30, 2000 JUNE 30, 2000
------------------------------------------------ ------------- -------------
<S> <C> <C>
Balance, beginning of period.................... $45,298 $69,359
Restructuring credit............................ (8,000) (19,000)
Utilization..................................... (7,274) (20,335)
------- -------
Balance, end of period.......................... $30,024 $30,024
======= =======
</TABLE>
17
<PAGE>
BUSINESS SEGMENTS
We segregate our operations into four primary business units for the
purpose of management reporting, as shown in the table on the following pages.
The results show the financial performance of our major business units.
During the second quarter of 1999, we introduced a new method for
measuring the contribution provided by each of our business units. The
Risk-Adjusted Return on Capital (RAROC) methodology seeks to attribute economic
capital to business units consistent with the level of risk they assume. These
risks are primarily credit risk, market risk and operational risk. Credit risk
is the potential loss in economic value due to the likelihood that the obligor
will not perform as agreed. Market risk is the potential loss in fair value due
to changes in interest rates, currency rates and volatilities. Operational risk
is the potential loss due to failures in internal control, system failures, or
external events.
The following table reflects the condensed income statements, selected
average balance sheet items and selected financial ratios for each of our
primary business units. The information presented does not necessarily represent
the business units' financial condition and results of operations as if they
were independent entities. Unlike financial accounting, there is no
authoritative body of guidance for management accounting equivalent to US GAAP.
Consequently, reported results are not necessarily comparable with those
presented by other companies.
The significant changes in the RAROC measurement methodology concern
the recognition of credit expense for expected losses arising from credit risk
and the attribution of economic capital related to unexpected losses arising
from credit, market and operational risks. Business unit results are based on an
internal management reporting system used by management to measure the
performance of the units and UnionBanCal Corporation as a whole. The management
reporting system identifies balance sheet and income statement items to each
business unit based on internal management accounting policies. Net interest
income is determined using our internal funds transfer pricing system, which
assigns a cost of funds to assets or a credit for funds to liabilities and
capital, based on their type, maturity or repricing characteristics. Noninterest
income and expense directly or indirectly attributable to a business unit are
assigned to that business.
18
<PAGE>
We have restated the business units' results for the prior periods to
reflect any reorganizational changes that have occurred.
<TABLE>
<CAPTION>
COMMUNITY BANKING
AND INVESTMENT COMMERCIAL FINANCIAL INTERNATIONAL
SERVICES GROUP SERVICES GROUP BANKING GROUP
---------------------- ---------------------- ---------------------
AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
----------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Net interest income........................... $169,213 $183,171 $146,122 $ 182,265 $ 10,977 $ 8,147
Noninterest income............................ 92,817 112,369 32,294 50,840 13,961 14,079
-------- -------- -------- --------- -------- --------
Total revenue................................. 262,030 295,540 178,416 233,105 24,938 22,226
Noninterest expense(1)........................ 191,327 180,772 70,897 74,461 14,558 14,081
Credit expense (income)....................... 13,014 12,563 22,036 29,377 2,899 1,840
-------- -------- -------- --------- -------- --------
Income before income tax expense (benefit).... 57,689 102,205 85,483 129,267 7,481 6,305
Income tax expense (benefit).................. 22,022 39,096 31,955 46,806 2,852 2,412
-------- -------- -------- --------- -------- --------
Net income.................................... $ 35,667 $ 63,109 $ 53,528 $ 82,461 $ 4,629 $ 3,893
======== ======== ======== ========= ======== ========
AVERAGE BALANCES (DOLLARS IN MILLIONS):
Total loans................................... $ 8,300 $ 7,978 $ 14,569 $ 17,047 $ 1,036 $ 939
Total assets.................................. 9,281 8,888 15,908 18,893 1,584 1,543
Total deposits................................ 14,000 14,134 5,722 6,238 789 875
FINANCIAL RATIOS:
Return on risk adjusted capital(2)............ 24% 42% 19% 21% 18% 16%
Return on average assets(2)................... 1.54 2.86 1.35 1.76 1.17 1.01
Efficiency ratio(3)........................... 73.02 61.17 39.74 31.94 58.38 63.35
<CAPTION>
GLOBAL UNIONBANCAL
MARKETS GROUP OTHER CORPORATION
---------------------- ---------------------- ---------------------
AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
----------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Net interest income........................... $ 14,892 $ 10,073 $ 5,959 $ 12,636 $347,163 $396,292
Noninterest income............................ 3,026 (2,486) 2,700 (1,732) 144,798 173,070
-------- -------- -------- -------- -------- --------
Total revenue................................. 17,918 7,587 8,659 10,904 491,961 569,362
Noninterest expense(1)........................ 5,847 3,822 22,600 9,183 305,229 282,319
Credit expense (income)....................... - - (27,949) 26,220 10,000 70,000
-------- -------- -------- -------- -------- --------
Income before income tax expense (benefit).... 12,071 3,765 14,008 (24,499) 176,732 217,043
Income tax expense (benefit).................. 4,610 1,448 566 (14,134) 62,005 75,628
-------- -------- -------- -------- -------- --------
Net income.................................... $7,461 $2,317 $13,442 $(10,365) $114,727 $141,415
======== ======== ======== ======== ======== ========
AVERAGE BALANCES (DOLLARS IN MILLIONS):
Total loans................................... $ - $ - $ 950 $ 477 $ 24,855 $ 26,441
Total assets.................................. 3,789 3,713 1,399 809 31,961 33,846
Total deposits................................ 2,748 3,389 90 841 23,349 25,477
FINANCIAL RATIOS:
Return on risk adjusted capital(2)............ 14% 6% na na na na
Return on average assets(2)................... 0.79 0.25 na na 1.44% 1.68%
Efficiency ratio(3)........................... 32.63 50.38 na na 62.04 49.52
---------------------------
<FN>
(1) "Other" includes a second quarter restructuring credit of $8.0 million ($5.1 million, net of tax).
(2) Annualized.
(3) The efficiency ratio is noninterest expense, excluding foreclosed asset income and restructuring charge, as a percentage of
net interest income (taxable-equivalent) and noninterest income. Foreclosed asset income/(expense) was $0.512 million and
($0.056) million for the second quarter of 1999 and 2000, respectively.
(na) = not applicable
</FN>
</TABLE>
19
<PAGE>
<TABLE>
<CAPTION>
COMMUNITY BANKING
AND INVESTMENT COMMERCIAL FINANCIAL INTERNATIONAL
SERVICES GROUP SERVICES GROUP BANKING GROUP
---------------------- ---------------------- ---------------------
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- --------- -------- ---------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Net interest income........................... $333,986 $360,031 $283,824 $ 354,932 $ 22,866 $ 16,772
Noninterest income............................ 175,998 207,997 62,008 92,835 29,367 31,507
-------- -------- -------- --------- -------- --------
Total revenue................................. 509,984 568,028 345,832 447,767 52,233 48,279
Noninterest expense(1)........................ 379,475 354,179 143,765 144,907 29,095 27,107
Credit expense (income)....................... 25,921 24,404 44,845 57,681 5,877 4,722
-------- -------- -------- --------- -------- --------
Income before income tax expense (benefit).... 104,588 189,445 157,222 245,179 17,261 16,450
Income tax expense (benefit).................. 40,009 72,462 58,941 88,360 6,627 6,292
-------- -------- -------- --------- -------- --------
Net income.................................... $ 64,579 $116,983 $ 98,282 $ 156,819 $ 10,634 $ 10,158
======== ======== ======== ========= ======== ========
AVERAGE BALANCES (DOLLARS IN MILLIONS):
Total loans................................... $ 8,318 $ 7,990 $ 14,154 $ 16,758 $ 1,091 $ 966
Total assets.................................. 9,290 8,927 15,503 18,519 1,681 1,554
Total deposits................................ 13,899 14,266 5,781 6,128 785 884
FINANCIAL RATIOS:
Return on risk adjusted capital(2)............ 22% 43% 18% 22% 18% 20%
Return on average assets(2)................... 1.40 2.64 1.28 1.70 1.25 1.31
Efficiency ratio(3)........................... 74.41 62.35 41.57 32.36 55.70 56.15
<CAPTION>
GLOBAL UNIONBANCAL
MARKETS GROUP OTHER CORPORATION
---------------------- ---------------------- ---------------------
AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- --------- -------- ----------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Net interest income........................... $ 34,297 $ 22,092 $ 12,011 $ 27,987 $686,984 $ 781,814
Noninterest income............................ 8,403 (12,654) 8,330 5,395 284,106 325,080
-------- -------- ---------- --------- -------- ---------
Total revenue................................. 42,700 9,438 20,341 33,382 971,090 1,106,894
Noninterest expense(1)........................ 11,974 7,861 42,083 4,303 606,392 538,357
Credit expense (income)....................... - - (61,643) 23,193 15,000 110,000
-------- -------- --------- --------- -------- ---------
Income before income tax expense (benefit).... 30,726 1,577 39,901 5,886 349,698 458,537
Income tax expense (benefit).................. 11,797 603 (897) (9,066) 116,476 158,651
-------- -------- --------- --------- -------- --------
Net income.................................... $ 18,929 $ 974 $ 40,798 $ 14,952 $233,222 $ 299,886
======== ======== ========= ========= ======== ==========
AVERAGE BALANCES (DOLLARS IN MILLIONS):
Total loans................................... $ - $ - $ 1,006 $ 514 $ 24,569 $ 26,228
Total assets.................................. 3,952 3,610 1,419 824 31,845 33,434
Total deposits................................ 2,819 3,410 43 591 23,327 25,279
FINANCIAL RATIOS:
Return on risk adjusted capital(2)............ 21% 1% na na na na
Return on average assets(2)................... 0.97 0.05 na na 1.48% 1.80%
Efficiency ratio(3)........................... 28.04 83.29 na na 62.39 48.58
---------------------------
(1) "Other" includes restructuring credits of $19.0 million ($11.8 million, net of tax).
(2) Annualized.
(3) The efficiency ratio is noninterest expense, excluding foreclosed asset income and restructuring charge, as a percentage of
net interest income (taxable-equivalent) and noninterest income. Foreclosed asset income/(expense) was $0.553 million
and ($0.021) million for the first six months of 1999 and 2000, respectively.
(na) = not applicable
</TABLE>
20
<PAGE>
COMMUNITY BANKING AND INVESTMENT SERVICES GROUP
The Community Banking and Investment Services Group strives to provide
the best possible financial products to individuals and small businesses
including a complete set of credit, deposit and trust products delivered through
branches, relationship managers, private bankers and trust administrators. The
Community Banking and Investment Services Group provides its customers with high
quality customer service executed through a number of responsive and efficient
delivery channels.
In addition to our traditional network channels, the Community Banking
and Investment Services Group announced earlier this year the establishment of a
unique alliance with NIX Check Cashing and Operation Hope designed to bring
convenient banking services to a broader community. This alliance will allow our
small business and consumer clients access to a unique blend of financial
services combining the NIX Check Cashing services, Union Bank of California
Banking Services and Operation Hope, Inc small business education services.
Checking and savings account services are available today through selected NIX
locations with future services planned to include applications for consumer
loans, credit cards, new and used car loans, home equity loans and residential
mortgages.
Continued success in these strategies has resulted in increased
revenues, reduced costs, improved efficiency ratios and higher returns on
capital. In the second quarter of 2000, net income increased $27.4 million, an
increase of over 75% compared to second quarter 1999. Total revenue increased
$33.5 million compared to a year ago with the majority of that increase coming
from a $19.6 million increase in noninterest income. Noninterest income
increases arose from a strategic repricing effort initiated through Mission
Excel, and from the purchase of trust assets of the Imperial Trust Company,
which occurred in mid-1999. Net interest income increased $14.0 million over the
prior year due to a combination of higher earning asset volume and a higher rate
environment.
Operating expenses decreased in the Community Banking and Investment
Services Group by $10.6 million, due to a combination of the continued
implementation of Mission Excel cost reduction efforts and the introduction of
technology improvements in back office operations and call centers.
With the completion of organizational changes resulting from Mission
Excel, the Community Banking and Investment Services Group is comprised of three
major divisions: Community Banking, Wealth Management, and Institutional
Services and Asset Management.
COMMUNITY BANKING serves over one million consumer households and
businesses through its 241 full-service branches in California, 6 full-service
branches in Oregon and Washington, 3 full-service branches in Guam and Saipan
and its network of over 425 proprietary ATMs. Customers may also access our
services 24 hours a day by telephone or through our Bank@Home product at
www.UBOC.com. In addition, the division offers automated teller and
point-of-sale debit services through our founding membership in the Star
System(R), the largest shared ATM network in the Western United States.
This division is organized by service delivery method, by markets and
by geography. We serve our customers in the following ways:
o Through community banking branches, which serve consumers and
businesses with checking and deposit services, as well as
various types of indirect and direct financing, including auto
leasing and residential real estate lending,
o Through on-line access our internet banking services augment
our physical delivery channels by providing a wide array of
customer transaction, bill payment and loan payment services,
o Through business banking centers, which serve businesses with
sales up to $5 million, and
o Through in-store branches, which also serve consumers and
businesses.
WEALTH MANAGEMENT provides private banking services to our affluent
clientele as well as brokerage products and services.
21
<PAGE>
o The Private Bank focuses primarily on delivering integrated
and customized financial services to high net worth
individuals with sophisticated financial needs as well as to
professional service firms. Specific products and services
include trust and estate services, investment account
management services, offshore trust services and customized
deposit and credit products. The Private Bank's strategy is to
expand its business by leveraging existing Bank client
relationships, increasing its geographic market coverage and
the breadth of its products and services. Through its 8
locations, the Private Bank relationship managers offer all of
the Bank's available products and services.
o Our brokerage products and services are provided through UBOC
Investment Services, Inc., a registered broker/dealer offering
a full line of investment products to individuals and
institutional clients. Its primary strategy is to further
penetrate our existing client base.
INSTITUTIONAL SERVICES AND ASSET MANAGEMENT provides investment
management and administration services for a broad range of individuals and
institutions.
o HighMark Capital Management, Inc., a registered investment
advisor, manages our proprietary HighMark family of mutual
funds. It also offers investment management services to all
UBOC clients, including institutions, pension funds and
individuals. HighMark Capital Management's strategy is to
expand distribution of its mutual funds by targeting its
marketing efforts at registered investment advisors and
regional broker/dealers. In addition, HighMark Capital
Management, Inc. is working with The Bank of Tokyo-
Mitsubishi, Ltd. and other third parties to establish mutual
funds offshore that HighMark will advise and offer to
non-U.S. investors. HighMark also serves as a sub-advisor for
funds managed by Tokyo-Mitsubishi Asset Management, Ltd. in
Japan.
o Business Trust provides businesses, government agencies,
unions and non-profit organizations with trustee services,
investment management and 401(k) valuation and recordkeeping
services. Business Trust's strategy is to expand its
third-party distribution network to include insurance
companies, investment managers, brokers and mutual funds.
o Securities Services is engaged in domestic and global
securities custody, safekeeping, mutual fund accounting,
securities lending, and corporate trust services. Its client
base includes financial institutions, businesses, government
agencies, unions, investment managers and non-profit
organizations. Securities Services is the only West Coast
based provider of a full range of institutional financial
services.
Through alliances with other financial institutions, the group offers
additional products and services, such as credit cards, leasing, and asset-based
and leveraged financing.
The group competes with larger banks by providing service quality
superior to that of its major competitors. We are recognized as among the
highest rated banks in California for customer service quality and satisfaction.
The group's primary means of competing with community banks include its
large and convenient branch network and its reputation for innovative use of
technology to deliver banking services. We have the fifth largest branch network
among depository institutions in California. We also offer convenient banking
hours to consumers through our drive-through banking locations and selected
branches that are open seven days a week.
The group competes with a number of commercial banks, internet banks,
savings associations and credit unions, as well as more specialized financial
service providers such as investment brokerage companies, consumer finance
companies, and residential real estate lenders. The group's primary competitors
are other major depository institutions such as Bank of America, California
Federal, Washington Mutual and Wells Fargo, as well as smaller community banks
in the markets in which we operate.
22
<PAGE>
COMMERCIAL FINANCIAL SERVICES GROUP
The Commercial Financial Services Group offers customized financing and
cash management services to middle market and large corporate business primarily
headquartered in the western United States. The Commercial Financial Services
Group has continued to produce strong earnings growth by focusing on customer
segmentation, allowing the group to provide specialized financing expertise to
specific geographic markets and industry segments such as Communications,
Energy, Entertainment, and Retailers. Relationship managers and credit
executives in the Commercial Financial Services Group provide credit services
including commercial loans, accounts receivables and inventory financing,
project financing, lease financing, trade financing and real estate financing.
In addition to credit services, the group offers its customers access to high
quality cash management services delivered through specialized deposit managers
with extensive experience in cash management solutions for businesses.
The group's continued success in their focused approach to the
wholesale market has led to second quarter 2000 net income growth of $28.9
million over a year ago. Revenues increased by $54.7 million primarily due to
strong loan growth, higher interest rates and improved noninterest income.
Operating expenses increased $3.6 million over the second quarter last year due
to higher expenses to support increased deposit volume. Despite this increase,
the group continues to improve efficiency with revenue growth significantly
outpacing expense growth. Credit expenses increased $7.3 million in response to
the strong loan growth over the prior year.
The Commercial Financial Services Group is organized in the following
five business units:
o The Commercial Banking Division which serves California
middle-market companies,
o The Specialized Lending Group which serves clients in specific
industries such as Oil and Gas, Utilities, Telecommunications,
clients requiring access to asset based lending, lease
financing and real estate financing or large corporate clients
headquartered in the Western United States,
o The Corporate Deposit Services Division which provides deposit
and cash management expertise to clients in the middle market,
large corporate market and specialized industries,
o The Institutional and Deposit Services Division which provides
deposit and cash management expertise to clients in specific
deposit intensive industries, and
o The Corporate Capital Markets Division that provides merchant
and investment banking related products and services.
In addition, the Commercial Customer Service Unit supports the business
units described above by providing centralized customer service support.
The group competes with other banks primarily on the basis of its
reputation as a "business bank," the quality of its relationship managers, and
the delivery of superior customer service. We are recognized in California as
having a superior "business banking" reputation relative to other large banks.
We are also highly rated among financial institutions for our cash management
services and systems.
The group's main strategy is to target industries and companies for
which the group can reasonably expect to be one of a customer's primary banks.
Consistent with its strategy, the group attempts to serve a large part of its
targeted customers' credit and depository needs.
The group competes with a variety of other financial services
companies. Competitors include other major California banks, as well as
regional, national and international banks. In addition, we compete with
investment banks, commercial finance companies, leasing companies, and insurance
companies.
INTERNATIONAL BANKING GROUP
The International Banking Group mainly provides correspondent banking
and trade finance-related products and services to international financial
institutions worldwide, primarily in Asia. This includes providing products and
services that facilitate trade finance transactions, including payments,
collection and the extension of short-term credit. The group also serves
selected foreign firms and U.S. corporate
23
<PAGE>
clients in selected countries worldwide, particularly in Asia. In the U.S., the
group serves subsidiaries and affiliates of non-Japanese Asian companies and
U.S. branches and agencies of foreign banks. The group also provides
international services to domestic corporate clients along the West Coast. The
group's revenue predominately relates to foreign customers. In the second
quarter of 2000, net income decreased $0.7 million compared to the second
quarter of 1999. Economic recovery has put pressure on spreads in Asia, and this
pressure, along with a decline in portfolio exposure, has reduced net interest
income. Noninterest expenses for the second quarter were $0.5 million lower than
the same period last year as Mission Excel initiatives were implemented.
The group has a long and stable history of providing correspondent and
trade- related services to international financial institutions. We believe that
we have achieved a leading market position and strong customer loyalty in the
Asia/Pacific correspondent banking market because we provide high quality,
customized products, and services at competitive prices. The group maintains
branches in Tokyo, Taipei, Seoul, Manila and Hong Kong, representative offices
in other parts of Asia and Latin America, and an international banking
subsidiary in New York.
One of the group's primary services is international trade finance.
Trade finance is typically short-term, which means it generally has a lower
credit risk.
GLOBAL MARKETS GROUP
The Global Markets Group conducts business activities primarily to
support the previously described business groups and their customers. This group
offers a broad range of risk management products, such as foreign exchange and
interest rate swaps, caps and floors. Additionally, it places debt securities,
including Union Bank of California, N.A.'s own liabilities, with institutional
investors and trades debt instruments in the secondary market. At the same time,
this group manages our market-related risks as part of its responsibilities for
asset/liability management including wholesale funding, liquidity, securities
portfolio, and off-balance sheet interest rate risk hedges. In the second
quarter of 2000, net income decreased $5.1 million compared to the second
quarter of 1999. Total revenue in the second quarter of 2000 decreased $10.3
million primarily due to the sale of securities in our portfolio in order to
replace low yielding with higher yielding securities compared to the second
quarter of 1999. Noninterest expense in the second quarter of 2000 decreased
$2.0 million largely due to personnel expense reductions compared to the second
quarter of 1999.
OTHER
"Other" includes the following items:
o Corporate activities that are not directly attributable to one
of the four major business units. Included in this category
are goodwill and certain other non-recurring items such as
restructuring charges (credits), merger and integration
expense, certain parent company non-bank subsidiaries, and the
elimination of the fully taxable-equivalent amounts.
o The adjustment between the credit expense under RAROC and the
provision for credit losses under US GAAP, the net impact of
transfer pricing, and earnings associated with unallocated
equity capital.
o The Credit Management Group, which includes $97 million and
$229 million of average nonperforming assets at June 30, 1999
and 2000, respectively.
o The Pacific Rim Corporate Group, which offers a range of credit,
deposit, and investment management products and services to
companies in the U.S., which are affiliated with companies
headquartered outside the U.S., mostly in Japan.
o The residual costs of support groups.
24
<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
--------------------------
JUNE 30, 1999 JUNE 30, 2000
----------------------------------------- -----------------------------------------
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........................ $23,798,981 $448,704 7.56% $25,385,864 $544,700 8.63%
Foreign(3)...................... 1,055,863 16,284 6.19 1,055,548 17,441 6.65
Securities-taxable................. 3,385,289 52,798 6.24 3,400,563 55,269 6.51
Securities-tax-exempt.............. 80,378 2,076 10.33 68,992 1,725 10.00
Interest bearing deposits in banks. 204,783 3,068 6.01 224,542 2,563 4.59
Federal funds sold and securities 96,976 1,196 4.95 130,551 2,082 6.41
purchased under resale agreements
Trading account assets............. 245,720 2,563 4.18 309,002 4,800 6.25
----------- -------- ----------- --------
Total earning assets......... 28,867,990 526,689 7.32 30,575,062 628,580 8.26
-------- --------
Allowance for credit losses........ (444,775) (502,637)
Cash and due from banks............ 1,992,353 2,148,274
Premises and equipment, net........ 434,916 424,321
Other assets....................... 1,110,312 1,201,425
----------- -----------
Total assets................. $31,960,796 $33,846,445
=========== ===========
LIABILITIES
Domestic deposits:
Interest bearing................ $5,642,605 35,065 2.49 $5,966,563 39,077 2.63
Savings and consumer time....... 3,349,783 26,423 3.16 3,408,870 29,778 3.51
Large time...................... 3,780,046 40,031 4.25 4,691,132 71,333 6.12
Foreign deposits(3)................ 1,588,022 17,181 4.34 1,782,915 24,441 5.51
----------- -------- ----------- --------
Total interest bearing deposits 14,360,456 118,700 3.32 15,849,480 164,629 4.18
----------- -------- ----------- --------
Federal funds purchased and
securities sold under repurchase
agreements...................... 1,810,742 21,107 4.68 1,747,380 26,865 6.18
Commercial paper................... 1,513,389 18,020 4.78 1,508,552 23,364 6.23
Other borrowed funds............... 809,688 9,721 4.82 403,730 5,222 5.20
Subordinated capital notes......... 298,000 4,036 5.43 298,000 5,081 6.86
UnionBanCal Corporation-obligated
mandatorily redeemable preferred
securities of subsidiary grantor
trust........................... 350,000 7,091 8.11 350,000 6,490 7.41
----------- -------- ----------- --------
Total borrowed funds......... 4,781,819 59,975 5.03 4,307,662 67,022 6.25
----------- -------- ----------- --------
Total interest bearing
liabilities................ 19,142,275 178,675 3.74 20,157,142 231,651 4.62
-------- -----------
Noninterest bearing deposits....... 8,988,105 9,627,284
Other liabilities.................. 957,425 976,792
----------- -----------
Total liabilities............ 29,087,805 30,761,218
SHAREHOLDERS' EQUITY
Common equity...................... 2,872,991 3,085,227
----------- -----------
Total shareholders' equity... 2,872,991 3,085,227
----------- -----------
Total liabilities and
shareholders' equity....... $31,960,796 $33,846,445
=========== ===========
Net interest income/margin
(taxable-equivalent basis)...... 348,014 4.84% 396,929 5.21%
Less: taxable-equivalent adjustment. 851 637
-------- --------
Net interest income.......... $347,163 $396,292
======== ========
---------------------------
<FN>
(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.
</FN>
</TABLE>
25
<PAGE>
NET INTEREST INCOME (CONTINUED)
<TABLE>
<CAPTION>
FOR THE SIX MONTHS ENDED
--------------------------
JUNE 30, 1999 JUNE 30, 2000
----------------------------------------- -----------------------------------------
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........................ $23,471,714 $881,817 7.57% $25,151,087 $1,066,371 8.53%
Foreign(3)...................... 1,097,657 34,814 6.40 1,076,478 35,817 6.69
Securities-taxable................. 3,459,548 108,185 6.26 3,261,317 104,603 6.42
Securities-tax-exempt.............. 82,618 4,206 10.18 69,642 3,490 10.02
Interest bearing deposits in banks. 210,146 6,256 6.00 202,414 4,747 4.72
Federal funds sold and securities
purchased under resale agreements 118,008 2,893 4.94 170,251 5,101 6.03
Trading account assets............. 304,337 6,501 4.31 269,884 8,081 6.02
----------- --------- ----------- ----------
Total earning assets......... 28,744,028 1,044,672 7.33 30,201,073 1,228,210 8.17
--------- ----------
Allowance for credit losses........ (450,991) (489,092)
Cash and due from banks............ 1,987,361 2,112,631
Premises and equipment, net........ 431,280 424,376
Other assets....................... 1,133,220 1,185,313
----------- -----------
Total assets................. $31,844,898 $33,434,301
=========== ===========
LIABILITIES
Domestic deposits:
Interest bearing................ $5,576,172 69,772 2.52 $5,925,182 76,142 2.58
Savings and consumer time....... 3,342,751 53,684 3.24 3,402,526 58,349 3.45
Large time...................... 3,888,808 84,210 4.37 4,571,463 134,447 5.91
Foreign deposits(3)................ 1,554,959 33,813 4.39 1,922,153 51,366 5.37
----------- --------- ----------- ----------
Total interest bearing deposits 14,362,690 241,479 3.39 15,821,324 320,304 4.07
----------- --------- ----------- ----------
Federal funds purchased and
securities sold under repurchase
agreements...................... 1,757,433 40,876 4.69 1,537,135 45,389 5.94
Commercial paper................... 1,554,786 37,194 4.82 1,511,586 44,932 5.98
Other borrowed funds............... 723,847 17,871 4.98 428,599 11,168 5.24
Subordinated capital notes......... 298,000 8,145 5.51 298,000 9,937 6.71
UnionBanCal Corporation-obligated
mandatorily redeemable preferred
securities of subsidiary grantor
trust........................... 255,249 10,382 8.15 350,000 13,374 7.63
----------- --------- ----------- ----------
Total borrowed funds......... 4,589,315 114,468 5.03 4,125,320 124,800 6.08
----------- --------- ----------- ----------
Total interest bearing
liabilities................ 18,952,005 355,947 3.79 19,946,644 445,104 4.49
--------- ----------
Noninterest bearing deposits....... 8,964,675 9,457,368
Other liabilities.................. 994,882 980,304
----------- -----------
Total liabilities............ 28,911,562 30,384,316
SHAREHOLDERS' EQUITY
Common equity...................... 2,933,336 3,049,985
----------- -----------
Total shareholders' equity... 2,933,336 3,049,985
----------- -----------
Total liabilities and
shareholders' equity....... $31,844,898 $33,434,301
=========== ===========
Net interest income/margin (taxable-equivalent basis) 688,725 4.83% 783,106 5.21%
Less: taxable-equivalent adjustment 1,741 1,292
--------- --------
Net interest income................ $686,984 $781,814
======== ========
---------------------------
<FN>
(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.
</FN>
</TABLE>
26
<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.
THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
Net interest income, on a taxable-equivalent basis, was $348.0 million
in the second quarter of 1999, compared with $396.9 million in the second
quarter of 2000. This increase of $48.9 million, or 14 percent, was attributable
primarily to a $1.7 billion, or 6 percent, increase in average earning assets,
partially funded by a $639.2 million, or 7 percent, increase in average
noninterest bearing deposits. In addition, the net interest margin was favorably
impacted by the interest rate environment that contributed to higher yields on
loans and other interest bearing assets, partially offset by higher rates on
deposits and other average interest bearing liabilities, as well as a lower
effective cost of funding the increased assets. The net interest margin
increased 37 basis points to 5.21%.
Average earning assets were $28.9 billion in the second quarter of
1999, compared with $30.6 billion in the second quarter of 2000. This growth was
attributable to a $1.6 billion, or 6 percent, increase in average loans. The
growth in average loans was mostly due to the increase in average commercial,
financial and industrial loans of $972.1 million, real estate mortgage loans of
$479.5 million, and real estate construction loans of $256.2 million, partially
offset by lower average consumer loans of $160.0 million.
The higher interest rate environment resulted in higher yields on
average earning assets of 94 basis points, partially offset by higher rates paid
on average interest bearing liabilities of 88 basis points. The decision to
maintain an asset sensitive balance sheet contributed to the higher yields. The
$1.0 billion, or 5 percent, increase in average interest bearing liabilities
over the second quarter of 1999 was due to an increase in average interest
bearing deposits of $1.5 billion, primarily large time deposits.
Average noninterest bearing deposits increased $639.2 million, or 7
percent, over the second quarter of 1999. This large base of interest-free
funding continues to benefit our lower cost of funds.
SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
Net interest income, on a taxable-equivalent basis, was $688.7 million
in the first six months of 1999, compared with $783.1 million in the first six
months of 2000. This increase of $94.4 million, or 14 percent, was attributable
primarily to a $1.5 billion, or 5 percent, increase in average earning assets,
partially funded by a $492.7 million, or 5 percent, increase in average
noninterest bearing deposits. In addition, the net interest margin was favorably
impacted by the interest rate environment that contributed to higher yields on
loans and other interest bearing assets, partially offset by higher rates on
deposits and other average interest bearing liabilities, as well as a lower
effective cost of funding the increased assets. The net interest margin
increased 38 basis points to 5.21%.
Average earning assets were $28.7 billion in the first six months of
1999, compared with $30.2 billion in the first six months of 2000. This growth
was attributable to a $1.7 billion, or 7 percent, increase in average loans,
partially offset by $211.2 million, or 6 percent decrease in average securities.
The growth in average loans was mostly due to the increase in average
commercial, financial and industrial loans of $991.3 million, real estate
mortgage loans of $522.9 million, and real estate construction loans of $251.2
million, partially offset by lower average consumer loans of $154.5 million. The
decrease in average securities, which comprised primarily fixed rate available
for sale securities, reflected liquidity and interest rate risk management
actions.
The higher interest rate environment resulted in higher yields on
average earning assets of 84 basis points, partially offset by higher rates paid
on average interest bearing liabilities of 70 basis points. The decision to
maintain an asset sensitive balance sheet contributed to the higher yields. The
$994.6 million,
27
<PAGE>
or 5 percent, increase in average interest bearing liabilities over the first
six months of 1999 was due to an increase in average interest bearing deposits
of $1.5 billion, or 10 percent, primarily large time deposits.
Average noninterest bearing deposits increased $492.7 million, or 5
percent, over the first six months of 1999. This large base of interest-free
funding continues to benefit our lower cost of funds.
<TABLE>
<CAPTION>
NONINTEREST INCOME
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
---------------------------------- -----------------------------------
JUNE 30, JUNE 30, PERCENT JUNE 30, JUNE 30, PERCENT
1999 2000 CHANGE 1999 2000 CHANGE
(DOLLARS IN THOUSANDS) -------- -------- -------- -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
Service charges on deposit accounts................ $42,929 $52,645 22.63% $82,580 $100,208 21.35%
Trust and investment management fees............... 33,983 37,388 10.02 66,254 76,188 14.99
Merchant transaction processing fees............... 18,146 18,438 1.61 32,658 35,533 8.80
International commissions and fees................. 18,080 18,415 1.85 35,711 35,451 (0.73)
Merchant banking fees.............................. 9,154 11,109 21.36 16,615 25,328 52.44
Brokerage commissions and fees..................... 6,080 9,263 52.35 11,676 18,693 60.10
Foreign exchange trading gains, net................ 4,494 7,869 75.10 9,606 14,912 55.24
Securities gains, net.............................. 634 10,018 nm 1,895 5,700 200.79
Other.............................................. 11,298 7,925 (29.85) 27,111 13,067 (51.80)
-------- -------- ------- -------- -------- -------
Total noninterest income........................ $144,798 $173,070 19.53% $284,106 $325,080 14.42%
======== ======== ======== ========
---------------------------
<FN>
nm = not meaningful
</FN>
</TABLE>
THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
In the second quarter of 2000, noninterest income was $173.1 million,
an increase of $28.3 million, or 20 percent, over the same period in 1999. This
increase was attributed to growth in deposit- related income, net gains from
securities sales, trust and investment fees, merchant banking and brokerage
revenues, and net gains from foreign exchange trading.
Service charges on deposit accounts revenue was $52.6 million, an
increase of $9.7 million or 23 percent over the second quarter of 1999. The
increase was primarily attributable to a 9 percent increase in average deposits,
higher overdraft fees due to a change in fee structure, and the expansion of
several products and services.
Trust and investment management fees were $37.4 million for the
quarter, an increase of $3.4 million or 10% over same period 1999. The increase
was attributed to the purchase of the trust assets of Imperial Trust Company,
which occurred in mid-1999 and growth in the institutional trust business,
offset by a small decline in personal trust fees. Managed assets have grown 11%
over the prior year and currently stand at $20.9 billion, while total assets
have increased 19% to $130.1 billion.
Merchant banking fees were $11.1 million, an increase of $2.0 million
or 21 percent over the second quarter of 1999. The increase was primarily
related to increased syndication and investment banking activities for the
period.
Brokerage commissions and fees were $9.3 million, an increase of $3.2
million or 52 percent over the second quarter of 1999. The increase was
primarily related to brokerage commissions on sales of non-proprietary mutual
funds, annuities, and insurance products and growth in corporate sweep products.
Foreign exchange trading gains, net were $7.9 million, an increase of
$3.4 million or 75% over the second quarter of 1999. The increase was attributed
to an increase in exporters' cross border transactions, reflecting the gradual
recovery of the Asian and European economies and a strong US dollar that
resulted in an increase in overseas direct investments and capital market
securities' investments.
28
<PAGE>
Securities gains, net were $10.0 million, an increase of $9.4 million
over the second quarter of 1999. This increase was primarily related to a single
venture capital securities gain.
Other noninterest income was $7.9 million, a decrease of $3.4 million
or 30 percent from the second quarter of 1999. The decrease was attributed to
lower trading gains on money market securities and on the sale of a portion of
the healthcare industry related loans in the portfolio.
SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
In the first six months of 2000, noninterest income was $325.1 million,
an increase of $41.0 million, or 14 percent, over the same period in 1999. This
increase was primarily attributed to growth in deposit-related income, trust and
investment fees, merchant banking and brokerage revenues, net gains from foreign
exchange trading, and net gains from securities sales.
Service charges on deposit accounts revenue was $100.2 million, an
increase of $17.6 million or 21 percent over the first six months of 1999. The
increase was primarily attributable to a 8 percent increase in average deposits,
higher overdraft fees due to a change in fee structure, and the expansion of
several products and services.
Trust and investment management fees were $76.2 million, an increase of
$9.9 million or 15 percent over the first six months of 1999. The acquisition of
Imperial Trust Company accounted for just over 33% of the increase with the rest
attributable to growth in institutional trust business, institutional asset
management accounts, and a 20% increase in retail HighMark Fund balances.
Merchant banking fees were $25.3 million, an increase of $8.7 million
or 52 percent over the first six months of 1999. The increase was primarily
related to higher syndication and investment banking activities for the period.
Brokerage commissions and fees were $18.7 million, an increase of $7.0
million or 60 percent over the first six months of 1999. The increase was
primarily related to brokerage commissions on sales of non-proprietary mutual
funds, annuities, and insurance products and growth in corporate sweep products.
Foreign exchange trading gains, net were $14.9 million, an increase of
$5.3 million or 55% over the first six months of 1999. The increase was
attributed to an increase in exporters' cross border transactions, reflecting
the gradual recovery of the Asian and European economies and a strong US$ which
resulted in an increase in overseas direct investments and capital market
securities' investments.
Securities gains, net were $5.7 million, an increase of $3.8 million or
201 percent over the first six months of 1999. This increase was primarily
related to a single venture capital securities gain, partially offset by the
sale of certain lower yielding securities in our portfolio where the proceeds
were used to purchase higher yielding securities.
Other noninterest income was $13.1 million, a decrease of $14.0 million
or 52 percent over the first six months of 1999. The decrease was attributed to
lower trading gains on money market securities and on the sale of a portion of
the healthcare industry related loans in the portfolio, partially offset by a
$4.1 million gain on the sale of a property.
29
<PAGE>
<TABLE>
<CAPTION>
NONINTEREST EXPENSE
FOR THE THREE MONTHS ENDED FOR THE SIX MONTHS ENDED
------------------------------------ -----------------------------------
JUNE 30, JUNE 30, PERCENT JUNE 30, JUNE 30, PERCENT
(DOLLARS IN THOUSANDS) 1999 2000 CHANGE 1999 2000 CHANGE
---------------------- -------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Salaries and other compensation................ $135,202 $127,711 (5.54)% $266,276 $257,326 (3.36)%
Employee benefits.............................. 31,813 25,351 (20.31) 68,406 34,930 (48.94)
-------- -------- -------- --------
Personnel-related expense...................... 167,015 153,062 (8.35) 334,682 292,256 (12.68)
Net occupancy.................................. 21,917 22,010 0.42 44,378 44,694 0.71
Equipment...................................... 15,475 16,710 7.98 30,016 32,004 6.62
Merchant transaction processing................ 13,258 12,644 (4.63) 24,868 24,360 (2.04)
Communications................................. 10,618 10,745 1.20 20,551 21,312 3.70
Professional services.......................... 10,290 10,556 2.59 20,984 18,518 (11.75)
Data processing................................ 7,661 8,975 17.15 15,662 17,622 12.51
Advertising and public relations............... 9,390 6,758 (28.03) 15,496 12,504 (19.31)
Software....................................... 6,264 5,147 (17.83) 12,677 10,981 (13.38)
Printing and office supplies................... 6,025 4,933 (18.12) 12,697 9,890 (22.11)
Travel......................................... 5,822 4,417 (24.13) 9,901 8,120 (17.99)
Intangible asset amortization.................. 3,509 3,338 (4.87) 7,018 6,676 (4.87)
Armored car.................................... 3,241 3,143 (3.02) 6,468 6,284 (2.84)
Foreclosed asset expense (income).............. (512) 56 nm (553) 21 nm
Restructuring credit........................... - (8,000) nm - (19,000) nm
Other.......................................... 25,256 27,825 10.17 51,547 52,115 1.10
-------- -------- -------- --------
Total noninterest expense................... $305,229 $282,319 (7.51) $606,392 $538,357 (11.22)
======== ======== ======== ========
---------------------------
<FN>
nm = not meaningful
</FN>
</TABLE>
THREE MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
In the second quarter of 2000, noninterest expense, excluding the
restructuring credit, was $290.3 million, a decrease of $14.9 million, or 5
percent, over the same period in 1999. This decrease was mainly attributed to
lower direct expenses realized through our Mission Excel expense reduction
efforts and higher expenses in the prior year related to the Year 2000
conversion.
Personnel-related expense was $153.1 million, a decrease of $14.0
million or 8 percent over the second quarter of 1999. This decrease was
attributed to lower staff expense due to personnel reductions achieved through
Mission Excel and changes to our pension plan assumptions.
Advertising and public relations expense was $6.8 million, a decrease
$2.6 million or 28 percent over the second quarter of 1999. This decrease was
primarily related to a major outdoor-related advertising campaign sponsored in
the prior year, as well as to the timing of current projects in the current
year.
SIX MONTHS ENDED JUNE 30, 1999 AND JUNE 30, 2000
In the first six months of 2000, noninterest expense, excluding the
restructuring credit, was $557.4 million, a decrease of $49.0 million, or 8
percent, over the same period in 1999. This decrease was attributed to lower
direct expenses realized through our Mission Excel expense reduction efforts,
higher expenses in the prior year related to the Year 2000 conversion, and a
one-time credit of $16.0 million related to an accounting change in recognizing
pension expense.
Personnel-related expense was $292.3 million, a decrease of $42.4
million or 13 percent over the first six months of 1999. This decrease was
attributed to a one-time credit for an accounting methodology change in
recognizing pension expense of $16.0 million, personnel reductions achieved
through Mission Excel, and changes to our pension plan assumptions.
30
<PAGE>
Professional services were $18.5 million, a decrease of $2.5 million or
12 percent over the first six months of 1999. This decrease was attributed to
higher Year 2000 conversion cost in the first six months of 1999.
Printing and office supplies expense was $9.9 million, a decrease of
$2.8 million or 22 percent over the first six months of 1999. This improvement
was attributed to Mission Excel efficiency achievements.
INCOME TAX EXPENSE
The effective tax rate for each of the second quarters of 1999 and 2000
were 35 percent. The effective tax rate for the first six months of 1999 and
2000 were 33 percent and 35 percent, respectively. During the first quarter of
1999, we recognized a tax benefit as the result of an IRS settlement of $6.3
million for refund claims we filed for the years 1992 through 1994. Excluding
this tax benefit, our effective tax rate would have been 35 percent for the
first six months ended June 30, 1999 and June 30, 2000.
LOANS
The following table shows loans outstanding by loan type.
<TABLE>
<CAPTION>
PERCENT CHANGE TO
JUNE 30, 2000 FROM:
---------------------------
JUNE 30, DECEMBER 31, JUNE 30, JUNE 30, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1999 1999 2000 1999 1999
---------------------- ----------- ----------- ----------- -------- ------------
<S> <C> <C> <C> <C> <C>
Domestic:
Commercial, financial and industrial.... $13,440,720 $14,176,630 $14,716,318 9.49% 3.81%
Construction............................ 559,906 648,478 844,632 50.85 30.25
Mortgage:
Residential.......................... 2,567,584 2,581,141 2,684,010 4.53 3.99
Commercial........................... 3,132,623 3,572,347 3,418,277 9.12 (4.31)
----------- ----------- -----------
Total mortgage..................... 5,700,207 6,153,488 6,102,287 7.05 (0.83)
Consumer:
Installment.......................... 1,969,685 1,922,158 1,785,146 (9.37) (7.13)
Revolving lines of credit............ 732,758 727,776 740,822 1.10 1.79
----------- ----------- -----------
Total consumer..................... 2,702,443 2,649,934 2,525,968 (6.53) (4.68)
Lease financing......................... 1,142,180 1,148,542 1,139,978 (0.19) (0.75)
----------- ----------- -----------
Total loans in domestic offices.... 23,545,456 24,777,072 25,329,183 7.58 2.23
Loans originated in foreign branches....... 1,041,202 1,135,886 1,043,861 0.26 (8.10)
----------- ----------- -----------
Total loans................................ $24,586,658 $25,912,958 $26,373,044 7.27% 1.78%
=========== =========== ===========
</TABLE>
Our lending activities are predominantly domestic, with such loans
comprising 96 percent of the total loan portfolio at June 30, 2000. Total loans
at June 30, 2000 were $26.4 billion, an increase of $1.8 billion, or 7 percent,
over June 30, 1999. The increase was attributable to growth in the commercial,
financial and industrial loan portfolio, which increased $1.3 billion, the
commercial mortgage loan portfolio, which increased $285.7 million, the
construction loan portfolio, which increased $284.7 million, the residential
mortgage loan portfolio, which increased $116.4 million, partially offset by,
the consumer loan portfolio, which decreased $176.5 million.
Commercial, financial and industrial loans represent the largest
category in the loan portfolio. These loans are extended principally to
corporations, middle market businesses, and small businesses, with no industry
concentration exceeding 10 percent of total commercial, financial and industrial
loans. At June 30, 1999 and 2000, the commercial, financial and industrial loan
portfolio was $13.4 billion, or 55 percent of total loans, and $14.7 billion, or
56 percent of total loans, respectively. The increase of $1.3 billion, or 9
percent, from June 30, 1999 was primarily attributable to loans extended to
businesses with revenues exceeding $20 million. The growth continued to reflect
the results of initiatives to increase participation in larger syndicated loan
positions as lead manager and as agent, especially in the communications, media,
31
<PAGE>
and entertainment and energy capital services industries in which we have
developed specialized lending expertise.
The construction loan portfolio totaled $560.0 million, or 2 percent of
total loans, at June 30, 1999, compared with $884.6 million, or 3 percent of
total loans, at June 30, 2000. This growth of $284.7 million, or 51 percent,
from June 30, 1999 was primarily attributable to the continuing favorable
California real estate market coupled with a strong West Coast economy.
Mortgage loans were $5.7 billion, or 23 percent of total loans, at June
30, 1999, compared with $6.1 billion, or 23 percent of total loans, at June 30,
2000. The mortgage loan portfolio consists of loans on commercial and industrial
projects and residential loans, secured by one-to-four family residential
properties, primarily in California. The increase in commercial mortgage loans
of $285.7 million, or 9 percent and in residential mortgage loans of $116.4
million, or 5 percent, from June 30, 1999, reflected both the favorable
California real estate market and a strong west coast economy.
Consumer loans totaled $2.7 billion, or 11 percent of total loans, at
June 30, 1999, compared with $2.5 billion, or 10 percent of total loans, at June
30, 2000. The decrease of $176.5 million, or 7 percent, was primarily
attributable to a reduction in auto dealer loans mainly due to increased
competition in the business and the maturities of loans originated during peak
years.
CROSS-BORDER OUTSTANDINGS
Our 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 our cross-border outstandings
as of June 30, 1999, December 31, 1999, and June 30, 2000 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. For those individual countries shown in the table below, most of
our local currency outstandings are hedged or are 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>
June 30, 1999
Japan....................................................... $72 $- $448 $520
Korea....................................................... 353 - 122 475
December 31, 1999
Japan....................................................... 82 - 339 421
Korea....................................................... 422 - 53 475
June 30, 2000
Korea....................................................... 336 - 52 388
</TABLE>
PROVISION FOR CREDIT LOSSES
We recorded a $10.0 million provision for credit losses in the second
quarter of 1999, compared with a $70 million provision for credit losses in the
second quarter of 2000. The provision for credit losses for the six months ended
June 30, 2000 was $110.0 million compared to $15.0 million for the six months
ended June 30, 1999. Provisions for credit losses are charged to income to bring
our allowance for credit losses to a level deemed appropriate by management
based on the factors discussed under "Allowance for Credit Losses" below.
32
<PAGE>
The significant increase in our provision for credit losses in the
second quarter of 2000 resulted in large part from our normal credit process
that identified increasing levels of criticized assets while applying tighter
standards to the definitions of potential and well-defined weaknesses in our
loan portfolio.
ALLOWANCE FOR CREDIT LOSSES
We maintain an allowance for credit losses to absorb losses inherent in
the loan portfolio. The allowance is based on our regular, quarterly assessments
of the probable estimated losses inherent in the loan portfolio, and to a lesser
extent, unused commitments to provide financing. Our methodology for measuring
the appropriate level of the allowance relies on several key elements, which
include the formula allowance, specific allowances for identified problem loans
and portfolio segments and the unallocated allowance.
The formula allowance is calculated by applying loss factors to
outstanding loans and certain unused commitments, in each case based on the
internal risk grade of such loans, pools of loans, leases and commitments.
Changes in risk grades of both performing and nonperforming loans affect the
amount of the formula allowance. Loss factors are based on our 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 developed in the following ways:
o Problem graded loan loss factors are derived from a migration
model that tracks historical loss experience over a six-year
period,
o Pass graded loan loss factors are based on the average annual
net charge-off rate over a period we believe is reflective of
a business cycle,
o Pooled loan loss factors (not individually graded loans) are
based on expected net charge-offs for one year. Pooled loans
are loans that are homogeneous in nature, such as consumer
installment and residential mortgage loans and automobile
leases.
We believe that a business cycle is a period in which both upturns and
downturns in the economy have been reflected. The current economic expansion has
required us to extend our historical perspective to capture the highs and lows
of a typical economic cycle.
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. This
amount may be determined either by a method prescribed by Statement of Financial
Accounting Standards (SFAS) No. 114, "Accounting by Creditors for Impairment of
a Loan", or by a method which identifies certain qualitative factors.
The unallocated allowance is composed of two elements. The first
element consists of an amount between 20 percent to 25 percent of the total of
the formula and specific allowances. 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,
which existed at the balance sheet date:
o General economic and business conditions affecting our key
lending areas,
o Credit quality trends (including trends in nonperforming loans
expected to result from existing conditions),
o Collateral values,
o Loan volumes and concentrations,
33
<PAGE>
o Seasoning of the loan portfolio,
o Specific industry conditions within portfolio segments,
o Recent loss experience in particular segments of the
portfolio,
o Duration of the current business cycle,
o Bank regulatory examination results, and
o Findings of our internal credit examiners.
Executive management reviews these conditions quarterly in discussion
with our 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 portfolio. The amount actually observed for these
losses can vary significantly from the estimated amounts. Our methodology
includes several features that 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 our recent loss experience. Similarly, by basing the pass
graded loan loss factors over a period reflective of a business cycle, the
methodology is designed to take our recent loss experience into account. Pooled
loan loss factors are adjusted quarterly based upon the level of net charge-offs
expected by management in the next twelve months. Furthermore, our methodology
permits adjustments to any loss factor used in the computation of the formula
allowance in the event that, in management's 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 portfolio on a quarterly basis, we are able to adjust
specific and inherent loss estimates based upon the most recent information that
has become available.
COMPARISON OF THE TOTAL ALLOWANCE AND RELATED PROVISION FOR CREDIT
LOSSES FROM DECEMBER 31, 1999
At December 31, 1999, our allowance for credit losses was $470 million,
or 1.82 percent of total loans, and 281 percent of total nonaccrual loans,
compared with an allowance for credit losses at June 30, 2000 of $501 million,
or 1.90 percent of total loans, and 246 percent of total nonaccrual loans.
In addition, the allowance incorporates the results of measuring
impaired loans as provided in SFAS No. 114 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. At December 31, 1999, total impaired
loans were $167.4 million and the associated impairment allowance was $42.4
million, compared with $203.2 million and $67.2 million, respectively, at June
30, 2000.
During the second quarter of 2000, there were no changes in estimation
methods or assumptions that affected our methodology for assessing the
appropriateness of the allowance for credit losses. Changes in assumptions
regarding the effects of economic and business conditions on borrowers and other
factors, which are described below, have affected the assessment of the
unallocated allowance. We are presently in the process of reviewing all of our
risk grades and their related risk grade factors in order to determine whether
or not model and estimation risk is present. Our intent is to complete this
review by the fourth quarter of 2000.
34
<PAGE>
CHANGES IN THE FORMULA, SPECIFIC AND UNALLOCATED ALLOWANCES FROM
DECEMBER 31, 1999
At June 30, 2000, the formula allowance was $308 million compared to
$257 million at December 31, 1999, an increase of $51 million. This was due to
increases in criticized credits and downward migration within the criticized
grades. Regulatory examiners are currently reviewing shared national credits,
the outcome of which is expected in mid-August 2000. Further increases in
criticized credits could result.
At June 30, 2000, the specific allowance was $81 million compared to
$51 million at December 31, 1999, an increase of $30 million. This was primarily
caused by both higher impairment allowances on our nonaccrual loans and higher
levels of nonaccrual loans.
At June 30, 2000, the unallocated allowance was $111 million compared
to $162 million at December 31, 1999, a decrease of $51 million. Management
believes that the inherent losses related to certain conditions considered in
its evaluation of the unallocated allowance have been recognized in the formula
allowance during the six months ended June 30, 2000. As a result, $51 million of
the unallocated allowance has been incorporated in the formula or specific
allowances.
At June 30, 2000, we had a $111 million unallocated allowance in our
allowance for credit losses. In evaluating the appropriateness of the
unallocated allowance, we considered the following factors:
o the approximately $78 million to $97 million margin for model
and estimation risk prescribed by our credit policy,
o the effects of changes in the economic, regulatory,
and technology environments on borrowers in the
communications/media industry, which could be in the range of
$6 million to $11 million,
o the effects of export market conditions and cyclical over-
capacity on borrowers in the technology industry, which
could be in the range of $4 million to $8 million,
o the continued but decreasing effects of the instability in
certain Asian countries on borrowers, which could be in
the range of $5 to $23 million,
o the continued but decreasing effects of weather conditions on
borrowers in the agricultural industry, which could be
in the range of $3 million to $6 million, and
o the adverse effects on borrowers in the healthcare industry
from reduced reimbursements from government medical insurance
programs, which have been reduced as a result of their
incorporation into our formula allowance, which could be in
the range of $3 million to $5 million.
There can be no assurance that the adverse impact of any of these
conditions on us will not be in excess of the ranges set forth above. See
forward-looking statements on page 39.
35
<PAGE>
CHANGE IN THE TOTAL ALLOWANCE FOR CREDIT LOSSES
The following table sets forth a reconciliation of changes in our
allowance for credit losses.
<TABLE>
<CAPTION>
FOR THE THREE MONTHS FOR THE SIX MONTHS
ENDED JUNE 30, ENDED JUNE 30,
---------------------- ---------------------
(DOLLARS IN THOUSANDS) 1999 2000 1999 2000
---------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Balance, beginning of period................................................ $447,936 $483,206 $459,328 $470,378
Loans charged off:
Commercial, financial and industrial..................................... 8,758 53,445 12,490 84,774
Mortgage................................................................. 231 79 640 115
Consumer................................................................. 3,415 3,099 7,812 5,994
Lease financing.......................................................... 882 731 1,774 1,331
Foreign(1)............................................................... - - 14,127 -
-------- -------- -------- --------
Total loans charged off............................................... 13,286 57,354 36,843 92,214
Recoveries of loans previously charged off:
Commercial, financial and industrial..................................... 3,008 2,691 7,570 8,643
Mortgage................................................................. 307 88 403 127
Consumer................................................................. 2,223 1,974 4,637 3,513
Lease financing.......................................................... 194 137 343 327
-------- -------- -------- --------
Total recoveries of loans previously charged off...................... 5,732 4,890 12,953 12,610
-------- -------- -------- --------
Net loans charged off............................................... 7,554 52,464 23,890 79,604
Provision for credit losses................................................. 10,000 70,000 15,000 110,000
Foreign translation adjustment and other net additions (deductions)......... 21 (11) (35) (43)
-------- -------- -------- --------
Balance, end of period...................................................... $450,403 $500,731 $450,403 $500,731
======== ======== ======== ========
Allowance for credit losses to total loans.................................. 1.83% 1.90% 1.83% 1.90%
Provision for credit losses to net loans charged off........................ 132.38 133.42 62.79 138.18
Net loans charged off to average loans outstanding for the period(2)........ 0.12 0.80 0.20 0.61
---------------------------
<FN>
(1) Foreign loans are those loans originated in foreign branches.
(2) Annualized.
</FN>
</TABLE>
Total loans charged off in the second quarter of 2000 increased by
$44.1 million from the second quarter of 1999, of which $24 million was related
to distressed loan sales. Charge-offs reflect the realization of losses in the
portfolio that were recognized previously through provisions for credit losses.
The second quarter's recoveries of loans previously charged off
decreased by $0.8 million from the same period in 1999. The percentage of net
loans charged off to average loans increased by 567 percent, from the same
period in 1999. At June 30, 2000, the allowance for credit losses exceeded the
net loans charged off during the second quarter of 2000, reflecting management's
belief, based on the foregoing analysis, that there are additional losses
inherent in the portfolio.
Historical net charge-offs are not necessarily indicative of the amount
of net charge-offs that we will realize in the future.
36
<PAGE>
NONPERFORMING ASSETS
<TABLE>
<CAPTION>
JUNE 30, DECEMBER 31, JUNE 30,
(DOLLARS IN THOUSANDS) 199 199 2000
---------------------- -------- ------------ --------
<S> <C> <C> <C>
Commercial, financial and industrial................................................ $81,441 $159,479 $190,397
Construction........................................................................ 4,352 4,286 4,078
Commercial mortgage................................................................. 5,115 3,629 3,352
Foreign............................................................................. - - 5,374
-------- -------- --------
Total nonaccrual loans........................................................ 90,908 167,394 203,201
Foreclosed assets................................................................... 6,541 2,386 1,792
Distressed loans held for sale...................................................... - - 23,988
-------- -------- --------
Total nonperforming assets.................................................... $97,449 $169,780 $228,981
======== ======== ========
Allowance for credit losses......................................................... $450,403 $470,378 $500,731
======== ======== ========
0.37% 0.65% 0.77%
Nonaccrual loans to total loans.....................................................
Allowance for credit losses to nonaccrual loans..................................... 495.45 281.00 246.42
Nonperforming assets to total loans, foreclosed assets and distressed loans held for 0.40 0.66 0.87
sale.............................................................................
Nonperforming assets to total assets................................................ 0.30 0.50 0.68
</TABLE>
At June 30, 2000, nonperforming assets totaled $229.0 million, an
increase of $131.5 million, or 135 percent, from a year earlier. The increase
was concentrated among several large credits in different industry sectors.
Included in nonperforming assets are $24 million in distressed loans that are
being held for accelerated disposition. During the second quarter of 2000, we
sold $66.7 million of distressed loans under this accelerated disposition
program.
Nonaccrual loans as a percentage of total loans were 0.77 percent at
June 30, 2000, compared with 0.37 percent at June 30, 1999. Nonperforming assets
as a percentage of total loans, foreclosed assets, and distressed loans held for
sale increased to 0.87 percent at June 30, 2000 from 0.40 percent at June 30,
1999.
<TABLE>
<CAPTION>
LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING
JUNE 30, DECEMBER 31, JUNE 30,
(DOLLARS IN THOUSANDS) 199 199 2000
---------------------- -------- ------------ --------
<S> <C> <C> <C>
Commercial, financial and industrial................................................ $409 $2,729 $2,552
Mortgage:
Residential...................................................................... 5,843 5,830 2,837
Commercial....................................................................... 5,535 442 875
------- ------- ------
Total mortgage................................................................ 11,378 6,272 3,712
Consumer and other.................................................................. 3,364 2,932 3,217
------- ------- ------
Total loans 90 days or more past due and still accruing.......................... $15,151 $11,933 $9,481
======= ======= ======
</TABLE>
LIQUIDITY
Liquidity risk represents the potential for loss as a result of
limitations on our ability to adjust our future cash flows to meet the needs of
depositors and borrowers and to fund operations on a timely and cost-effective
basis. The Asset & Liability Management (ALM) Policy approved by our Board
requires quarterly reviews of our liquidity by the Asset & Liability Management
Committee (ALCO), which is composed of bank senior executives. Our liquidity
management draws upon the strengths of our extensive retail and commercial
market business franchise, coupled with the ability to obtain funds for various
terms in a variety of domestic and international money markets. Liquidity is
managed through the funding and investment functions of the Global Markets
Group.
37
<PAGE>
Core deposits provide us with a sizable source of relatively stable and
low-cost funds. Our average core deposits, which include demand deposits, money
market demand accounts, and savings and consumer time deposits, combined with
average common shareholders' equity, funded 65 percent of average total assets
of $33.8 billion for the second quarter ended June 30, 2000. Most of the
remaining funding was provided by short-term borrowings in the form of
negotiable certificates of deposit, foreign deposits, federal funds purchased
and securities sold under repurchase agreements, commercial paper and other
borrowings.
Liquidity may also be provided by the sale or maturity of assets. Such
assets include interest-bearing deposits in banks, federal funds sold and
securities purchased under resale agreements, and trading account securities.
The aggregate of these assets averaged $0.7 billion during the second quarter of
2000. Additional liquidity may be provided by investment securities available
for sale that amounted to $3.5 billion at June 30, 2000, and by loan maturities.
REGULATORY CAPITAL
The following table summarizes our risk-based capital, risk-weighted
assets, and risk-based capital ratios.
<TABLE>
<CAPTION>
UNIONBANCAL CORPORATION
Minimum "Well-Capitalized"
June 30, December 31, June 30, Regulatory Regulatory
(Dollars in thousands) 1999 1999 2000 Requirement Requirement
---------------------- ----------- ------------ ----------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
CAPITAL COMPONENTS
Tier 1 capital......... $3,160,230 $3,308,912 $3,468,456
Tier 2 capital......... 614,712 616,772 618,790
----------- ----------- -----------
Total risk-based capital $3,774,942 $3,925,684 $4,078,246
=========== =========== ===========
Risk-weighted assets... $31,553,704 $33,288,167 $33,907,287
=========== =========== ===========
Quarterly average assets $31,889,889 $32,765,347 $33,790,732
=========== =========== ===========
<CAPTION>
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
CAPITAL RATIOS
Total capital (to $3,774,942 11.96% $3,925,684 11.79% $4,087,246 12.05% > $2,712,583 8.0% na
risk-weighted assets) -
Tier 1 capital (to 3,160,230 10.02 3,308,912 9.94 3,468,456 10.23 > 1,356,291 4.0 na
risk-weighted assets) -
Leverage ratio (1)...... 3,160,230 9.91 3,308,912 10.10 3,468,456 10.26 > 1,351,629 4.0 na
-
---------------------------
<FN>
(1) Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).
</FN>
<CAPTION>
UNION BANK OF CALIFORNIA, N.A.
Minimum "Well-Capitalized"
June 30, December 31, June 30, Regulatory Regulatory
(Dollars in thousands) 1999 1999 2000 Requirement Requirement
---------------------- ----------- ------------ ----------- ----------------- ------------------
<S> <C> <C> <C> <C> <C>
CAPITAL COMPONENTS
Tier 1 capital......... $3,047,190 $3,103,324 $3,207,626
Tier 2 capital......... 509,703 511,327 510,959
----------- ----------- -----------
Total risk-based capital $3,556,893 $3,614,651 $3,718,585
=========== =========== ===========
Risk-weighted assets... $31,151,170 $32,850,575 $33,276,287
=========== =========== ===========
Quarterly average assets $31,587,511 $32,507,079 $33,342,936
=========== =========== ===========
<CAPTION>
AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO AMOUNT RATIO
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Total capital (to $3,556,893 11.42% $3,614,651 11.00% $3,718,585 11.17% > $2,662,103 8.0% > $3,327,629 10.0%
risk-weighted assets).. - -
Tier 1 capital (to 3,047,190 9.78 3,103,324 9.45 3,207,626 9.64 > 1,331,051 4.0 > 1,996,577 6.0
risk-weighted assets).. - -
Leverage ratio(1)......... 3,047,190 9.65 3,103,324 9.55 3,207,626 9.62 > 1,333,717 4.0 > 1,667,147 5.0
- -
---------------------------
<FN>
(1) Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).
</FN>
</TABLE>
We and Union Bank of California, N.A. are subject to various
regulations issued by federal banking agencies, including minimum capital
requirements. We and Union Bank of California, N.A. are required to
38
<PAGE>
maintain minimum ratios of total and Tier 1 capital to risk-weighted assets and
of Tier 1 capital to quarterly average assets (the leverage ratio).
Compared with December 31, 1999, our Tier 1 risk-based capital ratio at
June 30, 2000 increased 26 basis points to 10.20 percent, our total risk-based
capital ratio increased 26 basis points to 12.05 percent, and our leverage ratio
increased 16 basis points to 10.26 percent. The increases in the capital ratios
were primarily attributable to a higher growth rate in tier 1 capital attributed
to higher growth in net income.
As of June 30, 2000, management believes the capital ratios of Union
Bank of California, N.A. met all regulatory minimums of a "well-capitalized"
institution.
FORWARD-LOOKING STATEMENTS
Our management frequently makes forward-looking statements in
Securities and Exchange Commission filings, such as this one, press releases,
news articles, conference calls with Wall Street analysts and when we are
speaking on behalf of UnionBanCal Corporation. The forward-looking statements we
make are intended to provide investors with additional information with which
they may assess our future potential. All of these forward-looking statements
are based on assumptions about an uncertain future. There are numerous factors
that could and will cause actual results to differ from those discussed in our
forward-looking statements. Many of these factors are beyond our ability to
control or predict and could have a material adverse effect on our stock price,
financial position, or results of operations. Some, but not all, of these
factors are discussed below.
ADVERSE CALIFORNIA ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR
BUSINESS
A substantial majority of our assets and deposits are generated in
California. As a result, poor economic conditions in California may cause us to
incur losses associated with higher default rates and decreased collateral
values in our loan portfolio. In the early 1990's, the California economy
experienced an economic recession that resulted in increases in the level of
delinquencies and losses for us and many of the state's other financial
institutions. If California were to experience another recession, it is expected
that our level of problem assets would increase accordingly.
ADVERSE ECONOMIC FACTORS AFFECTING CERTAIN INDUSTRIES COULD HAVE
AN ADVERSE EFFECT ON OUR CUSTOMERS AND THEIR ABILITY TO MAKE
PAYMENTS TO US
We are also subject to certain industry-specific economic factors. For
example, a portion of our total loan portfolio is related to real estate
obligations, and a portion of our recent growth has been fueled by the general
real estate recovery in California. Accordingly, a downturn in the real estate
industry in California could have an adverse effect on our operations.
Similarly, a portion of our total loan portfolio is to borrowers in the
agricultural industry. Adverse weather conditions, combined with low commodity
prices, may adversely affect the agricultural industry and, consequently, may
impact our business negatively.
FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT OUR BUSINESS
Significant increases in market interest rates, or the perception that
an increase may occur, could adversely affect both our ability to originate new
loans and our ability to grow. Conversely, a decrease in interest rates could
result in an acceleration in the prepayment of loans. In addition, changes in
market interest rates, or changes in the relationships between short-term and
long-term market interest rates, or changes in the relationships between
different interest rate indices, could affect the interest rates charged on
interest earning assets differently than the interest rates paid on interest
bearing liabilities. This difference could result in an increase in interest
expense relative to interest income. An increase in market interest rates also
could adversely affect the ability of our floating-rate borrowers to meet their
higher
39
<PAGE>
payment obligations. If this occurred, it could cause an increase in
nonperforming assets and charge-offs, which could adversely affect our business.
SHAREHOLDER VOTES ARE CONTROLLED BY THE BANK OF TOKYO-MITSUBISHI, LTD.
A majority of our directors are not officers or employees of
UnionBanCal Corporation or any of our affiliates, including The Bank of
Tokyo-Mitsubishi, Ltd. However, because of The Bank of Tokyo-Mitsubishi, Ltd.'s
control over the election of our directors, The Bank of Tokyo-Mitsubishi, Ltd.
could change the composition of our Board of Directors so that the Board would
not have a majority of outside directors. The Bank of Tokyo-Mitsubishi, Ltd.
owns a majority of the outstanding shares of our common stock. As a result, The
Bank of Tokyo-Mitsubishi, Ltd. can elect all of our directors and as a result
can control the vote on all matters, including determinations such as: approval
of mergers or other business combinations; sales of all or substantially all of
our assets; any matters submitted to a vote of our shareholders; issuance of any
additional common stock or other equity securities; incurrence of debt other
than in the ordinary course of business; the selection and tenure of our Chief
Executive Officer; payment of dividends with respect to common stock or other
equity securities; and matters that might be favorable to The Bank of
Tokyo-Mitsubishi, Ltd. The Bank of Tokyo-Mitsubishi, Ltd.'s ability to prevent
an unsolicited bid for us or any other change in control could have an adverse
effect on the market price for our common stock.
THE BANK OF TOKYO-MITSUBISHI, LTD.'S FINANCIAL CONDITION COULD
ADVERSELY AFFECT OUR OPERATIONS
Although we fund our operations independently of The Bank of
Tokyo-Mitsubishi, Ltd. and believe our business is not necessarily closely
related to The Bank of Tokyo-Mitsubishi, Ltd.'s business or outlook, The Bank of
Tokyo-Mitsubishi. Ltd.'s credit ratings may affect our credit ratings. The Bank
of Tokyo-Mitsubishi, Ltd's credit ratings were downgraded in October 1998 by
Standard and Poor's Corporation and are currently on Moody's Investors Service,
Inc.'s credit watch with negative implications. Any future downgrading of The
Bank of Tokyo-Mitsubishi, Ltd.'s credit rating could adversely affect our credit
ratings. Therefore, as long as The Bank of Tokyo-Mitsubishi, Ltd. maintains a
majority interest in us, deterioration in The Bank of Tokyo-Mitsubishi, Ltd.'s
financial condition could result in an increase in our borrowing costs and could
impair our access to the public and private capital markets. The Bank of
Tokyo-Mitsubishi, Ltd. is also subject to regulatory oversight and review. Our
business operations and expansion plans could be negatively affected by
regulatory concerns related to the Japanese financial system and The Bank of
Tokyo-Mitsubishi, Ltd..
POTENTIAL CONFLICTS OF INTEREST WITH THE BANK OF TOKYO-MITSUBISHI, LTD.
COULD ADVERSELY AFFECT US
As part of The Bank of Tokyo-Mitsubishi, Ltd.'s normal risk management
processes, The Bank of Tokyo-Mitsubishi, Ltd. manages global credit exposures
and concentrations on an aggregate basis, including us. Therefore, at certain
levels, our ability to approve certain credits and categories of customers is
subject to concurrence by The Bank of Tokyo-Mitsubishi, Ltd.. We may wish to
extend credit to the same customer as The Bank of Tokyo-Mitsubishi, Ltd.. Our
ability to do so may be limited for various reasons, including The Bank of
Tokyo-Mitsubishi, Ltd's aggregate credit exposure and marketing policies.
Certain directors' and officers' ownership interests in The Bank of
Tokyo-Mitsubishi, Ltd.'s common stock or service as a director or officer or
other employee of both us and The Bank of Tokyo-Mitsubishi. Ltd. could create or
appear to create potential conflicts of interest, especially since both of us
compete in the United States banking industry.
SUBSTANTIAL COMPETITION IN THE CALIFORNIA BANKING MARKET COULD
ADVERSELY AFFECT US
Banking is a highly competitive business. We compete actively for loan,
deposit, and other financial services business in California, as well as
nationally and internationally. Our competitors include a large number of state
and national banks, thrift institutions and major foreign-affiliated or foreign
banks, as well
40
<PAGE>
as many financial and non-financial firms that offer services similar to those
offered by us. Some of our competitors are community banks that have strong
local market positions. Other competitors include large financial institutions
(such as Bank of America, California Federal, Washington Mutual, and Wells
Fargo) that have substantial capital, technology and marketing resources. Such
large financial institutions may have greater access to capital at a lower cost
than us, which may adversely affect our ability to compete effectively. In
addition, there have been a number of recent mergers involving financial
institutions located in California. Some of the merged banks, such as
Norwest/Wells Fargo, employ a strong community-based banking model of doing
business that may increase competition with our distinctive combination of
traditional community bank service coupled with a large branch network.
RESTRICTIONS ON DIVIDENDS AND OTHER DISTRIBUTIONS COULD LIMIT AMOUNTS
PAYABLE TO US
A substantial portion of our cash flow typically comes from dividends
our bank and nonbank subsidiaries pay to us. Various statutory provisions
restrict the amount of dividends our subsidiaries can pay to us without
regulatory approval. In addition, if any of our subsidiaries liquidates, that
subsidiary's creditors will be entitled to receive distributions from the assets
of that subsidiary to satisfy their claims against it before we, as a holder of
an equity interest in the subsidiary, will be entitled to receive any of the
assets of the subsidiary. If, however, we are a creditor of the subsidiary with
recognized claims against it, we would be in the same position.
ADVERSE EFFECTS OF BANKING REGULATIONS OR CHANGES IN BANKING
REGULATIONS COULD ADVERSELY AFFECT US
We are subject to significant federal and state regulation and
supervision, which is primarily for the benefit and protection of our customers
and not for the benefit of investors. In the past, our business has been
materially affected by these regulations. This trend is likely to continue in
the future. Laws, regulations or policies currently affecting us and our
subsidiaries may change at any time. Regulatory authorities may also change
their interpretation of these statutes and regulations. Therefore, our business
may be adversely affected by any future changes in laws, regulations, policies
or interpretations. Additionally, our international activities may be subject to
the laws and regulations of the jurisdiction where business is being conducted.
International laws, regulations and policies affecting us and our subsidiaries
may change at any time and affect our business opportunities and competitiveness
in these jurisdictions. Due to The Bank of Tokyo-Mitsubishi, Ltd.'s controlling
ownership of us, laws, regulations and policies adopted or enforced by the
Government of Japan may adversely affect our activities and investments and
those of our subsidiaries in the future. Under long-standing policy of the Board
of Governors of the Federal Reserve System, a bank holding company is expected
to act as a source of financial strength for its subsidiary banks. As a result
of that policy, we may be required to commit financial and other resources to
our subsidiary bank in circumstances where we might not otherwise do so.
POSSIBLE FUTURE SALES OF SHARES BY THE BANK OF TOKYO-MITSUBISHI, LTD.
COULD ADVERSELY AFFECT THE MARKET FOR OUR STOCK
Although The Bank of Tokyo-Mitsubishi, Ltd. has announced its intention
to maintain its majority ownership in us, The Bank of Tokyo-Mitsubishi, Ltd. may
sell shares of our common stock in compliance with the federal securities laws.
By virtue of The Bank of Tokyo-Mitsubishi, Ltd.'s current control of us, The
Bank of Tokyo-Mitsubishi, Ltd. could sell large amounts of shares of our common
stock by causing us to file a registration statement that would allow them to
sell shares more easily. In addition, The Bank of Tokyo-Mitsubishi, Ltd. could
sell shares of our common stock without registration pursuant to Rule 144 under
the Securities Act. Although we can make no prediction as to the effect, if any,
that such sales would have on the market price of our common stock, sales of
substantial amounts of our common stock, or the perception that such sales could
occur, could adversely affect our market price. If The Bank of Tokyo-Mitsubishi,
Ltd. sells or transfers shares of our common stock as a block, another person or
entity could become our controlling shareholder.
41
<PAGE>
STRATEGIES
In connection with our strategic repositioning, we have developed
long-term financial performance goals, which we expect to result from successful
implementation of our operating strategies. We cannot assure you that we will be
successful in achieving these long-term goals or that our operating strategies
will be successful. Achieving success in these areas is dependent on a number of
factors, many of which are beyond our direct control.
Factors that may adversely affect our ability to attain our long-term
financial performance goals include:
o deterioration of our asset quality,
o our inability to reduce noninterest expenses,
o our inability to increase noninterest income,
o our inability to decrease reliance on asset revenues,
o our ability to sustain loan growth,
o regulatory and other impediments associated with making
acquisitions,
o deterioration in general economic conditions, especially in
our core markets,
o decreases in net interest margins,
o increases in competition,
o adverse regulatory or legislative developments,
o unexpected increases in costs related to potential acquisi-
tions, and
o unexpected increased costs associated with implementation of
our efficiency improvement project.
RISKS ASSOCIATED WITH POTENTIAL ACQUISITIONS OR DIVESTITURES OR
RESTRUCTURING
We may acquire or invest in companies, technologies, services or
products that complement our business. In addition, we continue to evaluate
performance of all of our businesses and business lines and may sell a business
or business lines. Any acquisitions, divestitures or restructuring may result in
potentially dilutive issuance of equity securities, significant write-offs, the
amortization of expenses related to goodwill and other intangible assets and/or
the incurrence of debt, any of which could have a material adverse effect on our
business, financial condition and results of operations. Acquisitions,
divestitures or restructuring could involve numerous additional risks including
difficulties in the assimilation or separation of operations, services, products
and personnel, the diversion of management's attention from other business
concerns, the disruption of our business, and the potential loss of key
employees. There can be no assurance that we would be successful in overcoming
these or any other significant risks encountered.
WE MIGHT BE UNABLE TO RECRUIT OR RETAIN NECESSARY PERSONNEL, WHICH
COULD SLOW THE DEVELOPMENT OF OUR BUSINESS.
Our performance is substantially dependent on the performance of our
key managerial, marketing and technical personnel. We are dependent both on our
ability to retain and motivate our key personnel and to attract new personnel.
However, the labor markets in California are extremely tight and we cannot be
sure that we will be able to attract, motivate and retain such personnel.
Competition for qualified personnel in California is intense both within our
industry and other industry sectors, including high technology. Competitors and
others, including high technology companies, have in the past and may in the
future attempt to recruit our employees. Inability to attract, retain and
motivate the personnel necessary to
42
<PAGE>
support the growth of our business could have a material adverse effect upon our
business, results of operations, and financial condition.
ITEM 3. MARKET RISK.
Information concerning our exposure to market risk, which has remained
relatively unchanged from December 31, 1999, is incorporated by reference from
the text under the caption "Quantitative and Qualitative Disclosures About
Market Risk" in the Form 10-K for the year ended December 31, 1999.
43
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PART II. OTHER INFORMATION
ITEM 4. OTHER INFORMATION
SHAREHOLDER PROPOSALS: Shareholders who expect to present a proposal at
the 2001 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
December 1, 2000. 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. Note that the December 31,
2000 deadline for submitting shareholder proposals for presentation at the 2001
Annual Meeting of Shareholders, for publication in the Company's proxy statement
and action on the proxy form or otherwise, as stated on page 23 of the Company's
Proxy Statement dated March 31, 2000, is incorrect. The correct deadline is
December 1, 2000.
ITEM 5. EXHIBITS AND REPORTS ON FORM 8-K.
(a) Exhibits:
NO. DESCRIPTION
--- -----------
3.1 Restated Articles of Incorporation of the Registrant, as amended(1)
3.2 By-laws of the Registrant, as amended January 27, 1999(2)
10.1 Management Stock Plan. (As restated effective June 1, 1997)*(3)
10.2 Union Bank of California Deferred Compensation Plan. (January 1, 1997,
Restatement, as amended November 21, 1996)*(4)
10.3 Union Bank of California Senior Management Bonus Plan. (Effective
January 1, 2000)*(5)
10.4 Richard C. Hartnack Employment Agreement. (Effective January 1, 1998)*
(6)
10.5 Robert M. Walker Employment Agreement. (Effective January 1, 1998)*(6)
10.6 Union Bank of California Supplemental Executive Retirement Plan.
(Effective January 1, 1988) (Amended and restated as of January 1,
1997)*(3)
10.7 Performance Share Plan. (Effective January 1, 1997) *(3)
10.8 Service Agreement Between Union Bank of California and The Bank of
Tokyo-Mitsubishi Ltd. (Effective October 1, 1997)*(3)
10.9 Management Stock Plan. (As restated effective January 1, 2000)*(7)
10.10 Union Bank of California, N.A. Supplemental Retirement Plan for Policy
Making Officers (effective November 1, 1999)*(5)
27.1 Financial Data Schedule(5)
---------------------------
(1) Incorporated by reference to Form 10-K for the year ended December 31,
1998.
(2) Incorporated by reference to Form 10-Q for the quarter ended March 31,
1999.
(3) Incorporated by reference to Form 10-K for the year ended December 31,
1997.
(4) Incorporated by reference to Form 10-K for the year ended December 31,
1996.
(5) Filed herewith.
(6) Incorporated by reference to Form 10-Q for the quarter ended September
30, 1998.
(7) Incorporated by reference to Form 10-Q for the quarter ended June 30,
1999.
* Management contract or compensatory plan, contract or arrangement.
(b) Reports on Form 8-K:
We filed a report on Form 8-K on June 16, 2000 under Item 5 to report
UnionBanCal Corporation's June 15, 2000 press release concerning estimated
operating earnings for second quarter 2000.
44
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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
Executive Vice President and
Chief Financial Officer
By: /s/ DAVID A. ANDERSON
----------------------------------------
David A. Anderson
Senior Vice President and Controller
Dated: August 14, 2000
45
