UNIONBANCAL CORP, 10-Q, 2000-05-15

UNIONBANCAL CORP
10-Q, 2000-05-15
NATIONAL COMMERCIAL BANKS

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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 MARCH 31, 2000

Commission file number 0-28118

UNIONBANCAL CORPORATION

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

350 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 April 28, 2000: 162,427,351

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<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
NUMBER
--------
<S> <C>
PART I
FINANCIAL INFORMATION

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

Item 1. Financial Statements:
Condensed Consolidated Statements of Income............. 3
Condensed Consolidated Balance Sheets................... 4
Condensed Consolidated Statements of Changes in
Shareholders' Equity................................... 5
Condensed Consolidated Statements of Cash Flows......... 6
Notes to Condensed Consolidated Financial Statements.... 7

Item 2. Management's Discussion and Analysis:
Introduction............................................ 12
Summary................................................. 12
Mission Excel........................................... 14
Business Segments....................................... 14
Net Interest Income..................................... 21
Noninterest Income...................................... 22
Noninterest Expense..................................... 24
Income Tax Expense...................................... 24
Loans................................................... 25
Cross-Border Outstandings............................... 26
Provision for Credit Losses............................. 26
Allowance for Credit Losses............................. 27
Nonperforming Assets.................................... 31
Loans 90 Days or More Past Due and Still Accruing....... 31
Liquidity............................................... 31
Regulatory Capital...................................... 32
Year 2000............................................... 33
Forward-looking Statements.............................. 33

Item 3. Market Risk....................................... 37

PART II
OTHER INFORMATION

Item 4. Submission of Matters to a Vote of Security
Holders................................................. 38

Item 5. Other Information................................. 38

Item 6. Exhibits and Reports on Form 8-K.................. 39

Signatures................................................ 40
</TABLE>
<PAGE>
PART I. FINANCIAL INFORMATION
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED FINANCIAL HIGHLIGHTS
(UNAUDITED)

<TABLE>
<CAPTION>
PERCENT CHANGE TO
FOR THE THREE MONTHS ENDED MARCH 31, 2000 FROM:
------------------------------------------- --------------------------
MARCH 31, DECEMBER 31, MARCH 31, MARCH 31, DECEMBER 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 1999 2000 1999 1999
- ------------------------------------------------------- ------------ ------------- ------------ ---------- -------------
<S> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS:
Net interest income(1)............................... $ 340,711 $ 369,534 $ 386,177 13.34% 4.50%
Provision for credit losses.......................... 5,000 30,000 40,000 700.00 33.33
Noninterest income................................... 139,308 154,304 152,010 9.12 (1.49)
Noninterest expense, excluding restructuring
credit............................................. 301,164 291,281 267,038 (11.33) (8.32)
Restructuring credit................................. -- -- (11,000) nm nm
------------ ------------ ------------
Income before income taxes(1)........................ 173,855 202,557 242,149 39.28 19.55
Taxable-equivalent adjustment........................ 890 698 655 (26.40) (6.16)
Income tax expense................................... 54,470 64,930 83,023 52.42 27.87
------------ ------------ ------------
Net income........................................... $ 118,495 $ 136,929 $ 158,471 33.74% 15.73%
============ ============ ============
PER COMMON SHARE:
Net income--basic.................................... $ 0.69 $ 0.83 $ 0.97 40.58% 16.87%
Net income--diluted.................................. 0.69 0.83 0.96 39.13 15.66
Dividends............................................ 0.19 0.25 0.25 31.58 --
Book value (end of period)........................... 17.17 18.18 18.73 9.09 3.03
Common shares outstanding (end of period)............ 164,580,273 164,282,622 162,585,365 (1.21) (1.03)
Weighted average common shares outstanding--basic.... 171,825,589 164,596,949 163,803,054 (4.67) (0.48)
Weighted average common shares
outstanding--diluted............................... 172,465,676 165,629,012 164,326,864 (4.72) (0.79)
BALANCE SHEET (END OF PERIOD):
Total assets......................................... $ 32,347,577 $ 33,684,776 $ 33,616,363 3.92% (0.20)%
Total loans.......................................... 24,352,354 25,912,958 25,983,684 6.70 0.27
Nonperforming assets................................. 109,837 169,780 146,648 33.51 (13.62)
Total deposits....................................... 23,996,023 26,256,607 25,906,727 7.96 (1.33)
Trust preferred securities........................... 350,000 350,000 350,000 -- --
Common equity........................................ 2,825,730 2,987,468 3,045,474 7.78 1.94
BALANCE SHEET (PERIOD AVERAGE):
Total assets......................................... $ 31,727,726 $ 32,829,808 $ 33,021,747 4.08% 0.58%
Total loans.......................................... 24,280,726 25,793,532 26,013,718 7.14 0.85
Earning assets....................................... 28,618,688 29,564,880 29,827,068 4.22 0.89
Total deposits....................................... 23,305,935 24,974,188 25,080,619 7.61 0.43
Common equity........................................ 2,994,352 2,962,349 3,014,743 0.68 1.77
FINANCIAL RATIOS:
Return on average assets(2).......................... 1.51% 1.65% 1.93%
Return on average common equity(2)................... 16.05 18.34 21.14
Efficiency ratio(3).................................. 62.75 55.62 47.58
Net interest margin(1)............................... 4.83 4.96 5.20
Dividend payout ratio................................ 27.54 30.12 25.77
Tangible equity ratio................................ 8.57 8.70 8.90
Tier 1 risk-based capital ratio...................... 9.90 9.94 10.11
Total risk-based capital ratio....................... 11.86 11.79 11.96
Leverage ratio....................................... 9.78 10.10 10.24
Allowance for credit losses to total loans........... 1.84 1.82 1.86
Allowance for credit losses to nonaccrual loans...... 446.10 281.00 334.63
Net loans charged off to average total loans(2)...... 0.27 0.26 0.42
Nonperforming assets to total loans and foreclosed
assets............................................. 0.45 0.66 0.56
Nonperforming assets to total assets................. 0.34 0.50 0.44
</TABLE>

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

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

(2) Annualized.

(3) The efficiency ratio is noninterest expense, excluding foreclosed asset
expense (income), as a percentage of net interest income (taxable-
equivalent) and noninterest income. Foreclosed asset expense (income) was
$(0.1) million in the fourth quarter of 1999, and none in the first quarters
of 1999 and 2000.

nm = not meaningful

2
<PAGE>
ITEM 1. FINANCIAL STATEMENTS

UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE
MONTHS
ENDED MARCH 31,
-------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 2000
- ------------------------------------------------------------ -------- --------
<S> <C> <C>
INTEREST INCOME
Loans..................................................... $451,492 $539,977
Securities................................................ 56,818 50,537
Interest bearing deposits in banks........................ 3,188 2,184
Federal funds sold and securities purchased under resale
agreements.............................................. 1,697 3,019
Trading account assets.................................... 3,898 3,258
-------- --------
Total interest income................................... 517,093 598,975
-------- --------
INTEREST EXPENSE
Domestic deposits......................................... 106,147 128,750
Foreign deposits.......................................... 16,632 26,925
Federal funds purchased and securities sold under
repurchase agreements................................... 19,769 18,524
Commercial paper.......................................... 19,174 21,568
Subordinated capital notes................................ 4,109 4,856
UnionBanCal Corporation--obligated mandatorily redeemable
preferred securities of subsidiary grantor trust........ 3,291 6,884
Other borrowed funds...................................... 8,150 5,946
-------- --------
Total interest expense.................................. 177,272 213,453
-------- --------
NET INTEREST INCOME......................................... 339,821 385,522
Provision for credit losses............................... 5,000 40,000
-------- --------
Net interest income after provision for credit losses... 334,821 345,522
-------- --------
NONINTEREST INCOME
Service charges on deposit accounts....................... 39,651 47,563
Trust and investment management fees...................... 32,271 38,800
Merchant transaction processing fees...................... 14,512 17,095
International commissions and fees........................ 17,631 17,036
Merchant banking fees..................................... 7,461 14,219
Brokerage commissions and fees............................ 5,596 9,430
Securities gains (losses), net............................ 1,261 (4,318)
Other..................................................... 20,925 12,185
-------- --------
Total noninterest income................................ 139,308 152,010
-------- --------
NONINTEREST EXPENSE
Salaries and employee benefits............................ 167,667 139,194
Net occupancy............................................. 22,461 22,684
Equipment................................................. 14,541 15,294
Merchant transaction processing........................... 11,610 11,716
Communications............................................ 9,933 10,567
Data processing........................................... 8,001 8,647
Professional services..................................... 10,694 7,962
Foreclosed asset income................................... (41) (35)
Restructuring credit...................................... -- (11,000)
Other..................................................... 56,298 51,009
-------- --------
Total noninterest expense............................... 301,164 256,038
-------- --------
Income before income taxes................................ 172,965 241,494
Income tax expense........................................ 54,470 83,023
-------- --------
NET INCOME.................................................. $118,495 $158,471
======== ========
NET INCOME PER COMMON SHARE--BASIC.......................... $ 0.69 $ 0.97
======== ========
NET INCOME PER COMMON SHARE--DILUTED........................ $ 0.69 $ 0.96
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC........... 171,826 163,803
======== ========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED......... 172,466 164,327
======== ========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

3
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED BALANCE SHEETS

<TABLE>
<CAPTION>
(UNAUDITED) (UNAUDITED)
MARCH 31, DECEMBER 31, MARCH 31,
(DOLLARS IN THOUSANDS) 1999 1999 2000
- ------------------------------------------------------------ ----------- ------------- -----------
<S> <C> <C> <C>
ASSETS
Cash and due from banks..................................... $2,313,357 $ 2,141,964 $ 2,343,111
Interest bearing deposits in banks.......................... 256,656 182,719 164,439
Federal funds sold and securities purchased under resale
agreements................................................ 355,050 833,450 323,800
----------- ----------- -----------
Total cash and cash equivalents......................... 2,925,063 3,158,133 2,831,350
Trading account assets...................................... 336,089 179,935 285,928
Securities available for sale............................... 3,375,255 3,210,099 3,239,303
Securities held to maturity (market value: March 31, 1999,
$141,081; December 31, 1999, $45,376; March 31, 2000,
$24,580).................................................. 139,321 46,526 25,808
Loans (net of allowance for credit losses: March 31, 1999,
$447,936; December 31, 1999, $470,378; March 31, 2000,
$483,206)................................................. 23,904,418 25,442,580 25,500,478
Due from customers on acceptances........................... 419,386 259,340 243,201
Premises and equipment, net................................. 427,697 425,021 423,751
Other assets................................................ 820,348 963,142 1,066,544
----------- ----------- -----------
Total assets............................................ $32,347,577 $33,684,776 $33,616,363
=========== =========== ===========
LIABILITIES
Domestic deposits:
Noninterest bearing....................................... $9,332,370 $ 9,395,925 $10,039,846
Interest bearing.......................................... 12,643,022 14,274,310 13,687,439
Foreign deposits:
Noninterest bearing....................................... 341,298 325,415 386,461
Interest bearing.......................................... 1,679,333 2,260,957 1,792,981
----------- ----------- -----------
Total deposits.......................................... 23,996,023 26,256,607 25,906,727

Federal funds purchased and securities sold under repurchase
agreements................................................ 1,073,376 1,156,799 1,191,143
Commercial paper............................................ 1,737,265 1,108,258 1,488,055
Other borrowed funds........................................ 962,416 540,496 281,950
Acceptances outstanding..................................... 419,386 259,340 243,201
Other liabilities........................................... 685,381 727,808 811,813
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....................................... 29,521,847 30,697,308 30,570,889
----------- ----------- -----------
Commitments and contingencies

SHAREHOLDERS' EQUITY
Preferred stock:
Authorized 5,000,000 shares, no shares issued or
outstanding as of March 31, 1999, December 31, 1999,
and March 31, 2000...................................... -- -- --
Common stock--no stated value:
Authorized 300,000,000 shares, issued 164,580,273 shares
as of March 31, 1999, 164,282,622 shares as of
December 31, 1999, and 162,585,365 shares as of
March 31, 2000.......................................... 1,415,227 1,404,155 1,349,007
Retained earnings........................................... 1,403,180 1,625,263 1,743,590
Accumulated other comprehensive income (loss)............... 7,323 (41,950) (47,123)
----------- ----------- -----------
Total shareholders' equity.............................. 2,825,730 2,987,468 3,045,474
----------- ----------- -----------
Total liabilities and shareholders' equity.............. $32,347,577 $33,684,776 $33,616,363
=========== =========== ===========
</TABLE>

See accompanying notes to condensed consolidated financial statements.

4
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED MARCH 31,
---------------------------------------------
(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....................... 13 8
Deferred compensation--restricted stock awards... (15) (38)
Stock options exercised.......................... 594 656
Common stock repurchased......................... (310,984) (55,774)
---------- ----------
Balance, end of period......................... $1,415,227 $1,349,007
---------- ----------
RETAINED EARNINGS
Balance, beginning of period..................... $1,314,915 $1,625,263
Net income....................................... 118,495 $118,495 158,471 $158,471
Dividends on common stock(1)..................... (31,269) (40,931)
Deferred compensation--restricted stock awards... 1,039 787
---------- ----------
Balance, end of period......................... $1,403,180 $1,743,590
---------- ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
Balance, beginning of period..................... $ 17,710 $ (41,950)
Unrealized holding losses arising during the
period on securities available for sale, net of
tax benefit of $6,071 and $5,203 in the first
three months of 1999 and 2000, respectively.... (9,797) (8,399)
Less: reclassification adjustment for losses
(gains) on securities available for sale
included in net income, net of tax expense
(benefit) of $482 and $(1,652) in the first
three months of 1999 and 2000, respectively.... (779) 2,666
-------- --------
Net unrealized losses on securities available for
sale........................................... (10,576) (5,733)
Foreign currency translation adjustment, net of
tax expense (benefit) of $(297) and $347 in the
first three months of 1999 and 2000,
respectively................................... (480) 560
Minimum pension liability adjustment, net of tax
expense of $414 in the first quarter of 1999... 669 --
-------- --------
Other comprehensive loss......................... (10,387) (10,387) (5,173) (5,173)
---------- -------- ---------- --------
Total comprehensive income....................... $108,108 $153,298
======== ========
Balance, end of period......................... $ 7,323 $ (47,123)
---------- ----------
TOTAL SHAREHOLDERS' EQUITY................... $2,825,730 $3,045,474
========== ==========
</TABLE>

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

(1) Dividends per share were $0.19 and $0.25 for the first three 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.

5
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
-----------------------
(DOLLARS IN THOUSANDS) 1999 2000
- ------------------------------------------------------------ ---------- ----------
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income................................................ $ 118,495 $ 158,471
Adjustments to reconcile net income to net cash provided
by operating activities:
Provision for credit losses............................. 5,000 40,000
Depreciation, amortization and accretion................ 17,815 19,410
Provision (benefit) for deferred income taxes........... 9,135 22,991
Loss (Gain) on sales of securities available for sale... (1,261) 4,318
Utilization in excess of restructuring charge........... -- (24,061)
Net increase in trading account assets.................. (68,371) (105,993)
Other, net.............................................. (167,385) (19,596)
---------- ----------
Total adjustments....................................... (205,067) (62,931)
---------- ----------
Net cash provided by (used in) operating activities....... (86,572) 95,540
---------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sales of securities available for sale...... 197,913 289,859
Proceeds from matured and called securities available for
sale.................................................... 213,227 197,215
Purchases of securities available for sale................ (163,466) (529,499)
Proceeds from matured and called securities held to
maturity................................................ 21,262 20,723
Net increase in loans..................................... (88,272) (98,078)
Other, net................................................ (21,247) (15,188)
---------- ----------
Net cash provided by (used in) investing activities..... 159,417 (134,968)
---------- ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net decrease in deposits.................................. (511,856) (349,880)
Net increase (decrease) in federal funds purchased and
securities sold under repurchase agreements............. (234,368) 34,344
Net increase in commercial paper and other borrowed
funds................................................... 923,771 121,251
Common stock repurchased.................................. (310,984) (55,774)
Proceeds from issuance of trust preferred securities...... 350,000 --
Payments of cash dividends................................ (33,299) (41,172)
Other, net................................................ 127 1,224
---------- ----------
Net cash provided by (used in) financing activities..... 183,391 (290,007)
---------- ----------
Net increase (decrease) in cash and cash equivalents........ 256,236 (329,435)
Cash and cash equivalents at beginning of period............ 2,678,478 3,158,133
Effect of exchange rate changes on cash and cash
equivalents............................................... (9,651) 2,652
---------- ----------
Cash and cash equivalents at end of period.................. $2,925,063 $2,831,350
========== ==========
CASH PAID DURING THE PERIOD FOR:
Interest.................................................. $ 173,138 $ 222,439
Income taxes.............................................. (34,486) 126,441
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING
ACTIVITIES:
Loans transferred to foreclosed assets (OREO)............. $ 1,469 $ 706
Dividends declared but unpaid............................. 31,269 40,931
</TABLE>

See accompanying notes to condensed consolidated financial statements.

6
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 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 March 31, 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. In November 1999 the Company
announced a $100 million stock repurchase plan. In the first quarter of 2000 the
Company repurchased $55.8 million of common stock.

On January 1, 2000, the Company changed the actuarial 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 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

7
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED) (CONTINUED)

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)
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. SFAS No. 133, as amended by SFAS
No. 137, 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 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 ended March 31, 1999 and 2000:

<TABLE>
<CAPTION>
THREE MONTHS ENDED MARCH 31,
-----------------------------------------
1999 2000
------------------- -------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA) BASIC DILUTED BASIC DILUTED
- ---------------------------------------------------- -------- -------- -------- --------
<S> <C> <C> <C> <C>
Net Income.......................................... $118,495 $118,495 $158,471 $158,471
======== ======== ======== ========
Weighted average common shares outstanding.......... 171,826 171,826 163,803 163,803
Additional shares due to:
Assumed conversion of dilutive stock options...... -- 640 -- 524
-------- -------- -------- --------
Adjusted weighted average common shares
outstanding....................................... 171,826 172,466 163,803 164,327
======== ======== ======== ========
Net income per share................................ $ 0.69 $ 0.69 $ 0.97 $ 0.96
======== ======== ======== ========
</TABLE>

NOTE 4--COMPREHENSIVE INCOME

The following table presents a summary of the components of accumulated
other comprehensive income (loss):

<TABLE>
<CAPTION>
NET UNREALIZED MINIMUM
GAINS (LOSSES) ON FOREIGN PENSION ACCUMULATED OTHER
SECURITIES CURRENCY LIABILITY COMPREHENSIVE
AVAILABLE FOR SALE TRANSLATION ADJUSTMENT INCOME (LOSS)
------------------- ------------------- ------------------- -------------------
FOR THE THREE MONTHS ENDED MARCH 31,
-------------------------------------------------------------------------------------
(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............. (10,576) (5,733) (480) 560 669 -- (10,387) (5,173)
-------- -------- -------- ------- ------- ----- -------- --------
Ending balance....................... $ 18,533 $(38,281) $(10,131) $(8,153) $(1,079) $(689) $ 7,323 $(47,123)
======== ======== ======== ======= ======= ===== ======== ========
</TABLE>

8
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED) (CONTINUED)

NOTE 5--BUSINESS SEGMENTS

The Company is organized based on the products and services that it offers
and operates in four principal areas:

- The Community Banking and Investment Services Group provides loan products
and deposit services primarily to consumers and small businesses, as well
as fiduciary, private banking, investment and asset management services
for individuals and institutions.

- The Commercial Financial Services Group provides a wide variety of banking
services, principally loans, to commercial customers.

- 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.

- 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 the condensed
income statements 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 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
unallocated allowance and related provision for credit losses, 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 and Compliance Group,
which manages nonperforming assets, and the Pacific Rim Group, which offers
financial products to

9
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED) (CONTINUED)

NOTE 5--BUSINESS SEGMENTS (CONTINUED)
Asian-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
------------------- --------------------- -------------------
FOR THE THREE MONTHS ENDED MARCH 31,
-----------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- --------- --------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN
THOUSANDS):
Total revenue(1)........................ $247,057 $273,121 $167,415 $214,663 $27,296 $26,048
Net income.............................. $ 28,374 $ 54,285 $ 44,752 $ 74,358 $ 6,005 $ 6,232
Total assets at period end (dollars
in millions).......................... $ 9,584 $ 8,877 $ 15,525 $ 18,417 $ 1,720 $ 1,525
</TABLE>

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

(1) Total revenue is comprised of net interest income and noninterest income

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 rate of growth 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 first quarter of 2000, the restructuring reserve was reduced by
$11.0 million. The reduction was primarily in the severance portion of the
reserve, reflecting a change in attrition assumptions. Management believes that
the continuing strength of the California economy resulted in markedly higher
attrition rates than the Company had originally anticipated, and as a
consequence, lower expected severance payments resulting from Mission Excel
position eliminations.

10
<PAGE>
UNIONBANCAL CORPORATION AND SUBSIDIARIES
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
MARCH 31, 2000
(UNAUDITED) (CONTINUED)

NOTE 6--RESTRUCTURING CHARGE (CREDIT) (CONTINUED)
The table below provides details of the restructuring related liability.

<TABLE>
<CAPTION>
PERSONNEL OCCUPANCY
(DOLLARS IN THOUSANDS) EXPENSE AND OTHER TOTAL
- ------------------------------------------------------------ --------- ---------- --------
<S> <C> <C> <C>
Balances at December 31, 1999............................... $59,525 $9,834 $69,359
Less:
Cash...................................................... 7,604 5,454 13,058
Noncash................................................... -- 3 3
------- ------ -------
Total utilization....................................... 7,604 5,457 13,061
Restructuring credit...................................... 10,000 1,000 11,000
------- ------ -------
Balances at March 31, 2000.................................. $41,921 $3,377 $45,298
======= ====== =======
</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 1,060 employees under the plan of which 524 employees have been
severed as of March 31, 2000. Occupancy and other consists of lease termination
costs and professional services costs incurred during the assessment phase of
the project.

11
<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 33 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 $33.6 billion at March 31, 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 March 31, 2000, we operated
240 banking offices in California, 6 banking offices in Oregon and Washington,
and 18 overseas facilities. At March 31, 2000, we were 64 percent owned by The
Bank of Tokyo-Mitsubishi, Ltd. and 36 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 3, 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 credit, which was recorded in the first
quarter of 2000, as well as reflecting the taxable equivalent adjustment.
Management believes that it is meaningful to understand the operating results
and trends excluding this credit and, therefore, has included information in
this table and in the MD&A which follows, that presents income excluding this
item and related pro forma ratio and per share calculations. These proforma
earnings have not been adjusted for any other non-recurring items that may
impact our ratios or trends.

<TABLE>
<CAPTION>
FOR THE THREE MONTHS
ENDED MARCH 31,
----------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA) 1999 2000
- ------------------------------------------------------------ -------- --------
<S> <C> <C>
INCOME BEFORE INCOME TAXES.................................. $173,855 $242,149
Restructuring credit...................................... -- (11,000)
Taxable equivalent adjustment............................. (890) (655)
Income tax expense(1)..................................... (54,470) (78,878)
-------- --------
PRO FORMA EARNINGS.......................................... $118,495 $151,616
======== ========
PER COMMON SHARE, EXCLUDING RESTRUCTURING CREDIT
Pro forma earnings (basic)................................ $ 0.69 $ 0.93
Pro forma earnings (diluted).............................. 0.69 0.92
SELECTED FINANCIAL RATIOS, EXCLUDING RESTRUCTURING CREDIT
Pro forma return on average assets........................ 1.51% 1.85%
Pro forma return on average common equity................. 16.05 19.86
Pro forma efficiency ratio(2)............................. 62.75 49.62
Pro forma dividend payout ratio........................... 27.54 26.88
</TABLE>

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

(1) Excludes the income tax credit of $4.145 million related to the
restructuring credit.

(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 income
was $0.041 million in the first quarter of 1999 and $0.035 million in the
first quarter of 2000.

12
<PAGE>
Reported net income was $118.5 million, or $0.69 per diluted common share,
in the first quarter of 1999, compared with $158.5 million, or $0.96 per diluted
common share, in the first quarter of 2000. Excluding the effects of the
$11 million restructuring credit ($6.9 million net of tax), which was recorded
in the first quarter of 2000, pro forma net earnings were $151.6 million, or
$0.92 per diluted common share, in the first quarter of 2000, compared to
$118.5 million, or $0.69 per diluted common share, in the first quarter of 1999.
This increase in pro forma diluted earnings per share of 33 percent over the
first quarter of 2000 was due to a $12.7 million, or 9 percent, increase in
noninterest income, a $45.5 million, or 13 percent, increase in net interest
income (on a taxable-equivalent basis), and a $34.1 million, or 11 percent,
decrease in noninterest expense, partially offset by a $35.0 million increase in
provision for credit losses and a 3 percentage point increase in the effective
tax rate. Other highlights of the first quarter of 2000 include:

- Net interest income, on a taxable-equivalent basis, was $386.2 million in
the first quarter of 2000, an increase of $45.5 million, or 13 percent,
over the first quarter of 1999. Net interest margin in the first quarter
of 2000 was 5.20 percent, an increase of 37 basis points from the first
quarter of 1999.

- Noninterest income was $152.0 million in the first quarter of 2000, an
increase of $12.7 million, or 9 percent, from the first quarter of 1999.
Service charges on deposit accounts grew $7.9 million, or 20 percent,
merchant banking fees increased $6.8 million, or 91 percent, and trust and
investment management fees rose $6.5 million, or 20 percent These
increases were partially offset by a decrease in other noninterest income
of $8.7 million, or 42 percent.

- A provision for credit losses of $40.0 million was recorded in the first
quarter of 2000, compared with $5.0 million in the first quarter of 1999.
This resulted from management's regular assessment of overall credit
quality, loan portfolio composition and growth, business and economic
conditions in relation to the level of the allowance for credit losses.
The allowance for credit losses was $447.9 million, or 446 percent of
total nonaccrual loans, at March 31, 1999, compared with $483.2 million,
or 335 percent of total nonaccrual loans, at March 31, 2000.

- Noninterest expense, excluding the restructuring credit, was
$267.0 million in the first quarter of 2000, a decrease of $34.1 million,
or 11 percent, over the first quarter of 1999. Personnel-related expense
decreased $28.5 million, or 17 percent, professional fees decreased
$2.7 million, or 26 percent, and other noninterest expense decreased
$5.3 million, or 9 percent.

- The effective tax rates for the first quarter of 2000 and 1999 were
34 percent and 32 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 for the first quarter
of 1999 would have been 35 percent compared to 34 percent for the first
quarter of 2000.

- Reported return on average assets was 1.93 percent and return on average
common equity was 21.14 percent for the quarter ending March, 31, 2000. In
the first quarter of 2000, our pro forma return on average assets
increased to 1.72 percent from 1.51 percent a year earlier, and our pro
forma return on average common equity increased to 18.55 percent from
16.05 percent a year earlier.

- Total loans at March 31, 2000 were $26.0 billion, an increase of
$1.6 billion, or 7 percent, over March 31, 1999.

- Nonperforming assets increased $36.8 million, or 34 percent, from
March 31, 1999 to $146.6 million at March 31, 2000. Nonperforming assets
as a percentage of total assets increased to 0.44 percent at March 31,
2000, compared with 0.34 percent one year earlier. Total nonaccrual loans
were $100.4 million at March 31, 1999, compared with $144.4 million at
March 31, 2000, resulting in an increase in the ratio of nonaccrual loans
to total loans from 0.41 percent at March 31, 1999 to 0.56 percent at
March 31, 2000.

13
<PAGE>
- Our Tier 1 and total risk-based capital ratios were 9.90 percent and
11.86 percent, respectively, at March 31, 1999, compared with
10.11 percent and 11.96 percent, respectively, at March 31, 2000. Our
leverage ratio was 9.78 percent at March 31, 1999 compared with
10.24 percent at March 31, 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 is to help us
achieve or exceed an efficiency ratio of 54% to 56% by the fourth quarter 2000.

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 severed under the
plan. The remaining $15 million related to lease termination costs for 8
facilities that were to be vacated and professional services costs incurred in
connection with Mission Excel.

During the first quarter 2000, as part of our regular evaluation, we have
reduced our restructuring reserve by $11 million. The reduction arose primarily
in the severance portion of our reserve due to a change in the attrition
assumptions that were used when we established the reserve. The continuing
strength of the California economy, coupled with a tight labor market, resulted
in a markedly higher attrition rate than we had originally anticipated. As a
result, we have reduced the number of employees expected to be severed under the
plan from 1,400 to 1,060. In addition, we have reduced our expected costs for
redundant facilities and other expenses by $1 million due to our ability to
sublet one location and to lower professional services costs. As we continue to
evaluate the impact of 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
1,060 employees who are not concentrated in any one group or class of staff. Of
the total, 524 employees have been severed as of March 31, 2000 and the
remaining 536 employees are expected to be severed in the next 3 quarters. Most
of these employees will have been 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
March 31, 2000.

<TABLE>
<CAPTION>
(DOLLARS IN THOUSANDS) TOTAL
- ------------------------------------------------------------ --------
<S> <C>
Balance at December 31, 1999................................ $ 69,359
Restructuring credit........................................ (11,000)
Utilization................................................. (13,061)
--------
Balance at March 31, 2000................................... $ 45,298
========
</TABLE>

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 first 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.

14
<PAGE>
The following table reflects the condensed income statements, selected
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.

We have restated the business units' results for the prior periods to
reflect the new RAROC methodology, as well as any reorganizational changes that
have occurred.

15
<PAGE>

<TABLE>
<CAPTION>
COMMUNITY
BANKING COMMERCIAL
AND INVESTMENT FINANCIAL INTERNATIONAL
SERVICES GROUP SERVICES GROUP BANKING GROUP
------------------- ------------------- -------------------
FOR THE THREE MONTHS ENDED MARCH 31,
---------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Net interest income....................................... $164,763 $178,206 $137,702 $172,667 $11,889 $8,620
Noninterest income........................................ 82,294 94,915 29,713 41,996 15,407 17,428
-------- -------- -------- -------- ------- ------
Total revenue............................................. 247,057 273,121 167,415 214,663 27,296 26,048
Noninterest expense(2).................................... 188,123 173,369 72,868 70,446 14,537 13,074
Credit expense (income)................................... 12,907 11,841 22,809 28,304 2,979 2,882
-------- -------- -------- -------- ------- ------
Income before income tax expense (benefit)................ 46,027 87,911 71,738 115,913 9,780 10,092
Income tax expense (benefit).............................. 17,653 33,626 26,986 41,555 3,775 3,860
-------- -------- -------- -------- ------- ------
Net income................................................ $ 28,374 $ 54,285 $ 44,752 $ 74,358 $ 6,005 $6,232
======== ======== ======== ======== ======= ======
AVERAGE BALANCES (DOLLARS IN MILLIONS):
Total loans(1)............................................ $ 8,336 $ 8,002 $ 13,735 $ 16,470 $ 1,146 $ 993
Total assets.............................................. 9,298 8,967 15,093 18,144 1,779 1,564
Total deposits(1)......................................... 13,797 14,399 5,840 6,019 781 892

FINANCIAL RATIOS:
Return on risk adjusted capital........................... 20% 44% 17% 23% 19% 22%

Return on average assets.................................. 1.24% 2.43% 1.20% 1.64% 1.37% 1.60%
Efficiency ratio(3)....................................... 76.15 63.48 43.53 32.82 53.26 50.19
</TABLE>

<TABLE>
<CAPTION>
GLOBAL UNIONBANCAL
MARKETS GROUP OTHER CORPORATION
------------------- ------------------- -------------------
FOR THE THREE MONTHS ENDED MARCH 31,
---------------------------------------------------------------
1999 2000 1999 2000 1999 2000
-------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
Net interest income....................................... $19,405 $15,667 $ 6,062 $10,362 $339,821 $385,522
Noninterest income........................................ 5,377 (10,167) 6,517 7,838 139,308 152,010
------- ------- -------- ------- -------- --------
Total revenue............................................. 24,782 5,500 12,579 18,200 479,129 537,532
Noninterest expense(2).................................... 6,127 4,039 19,509 (4,890) 301,164 256,038
Credit expense (income)................................... -- -- (33,695) (3,027) 5,000 40,000
------- ------- -------- ------- -------- --------
Income before income tax expense (benefit)................ 18,655 1,461 26,765 26,117 172,965 241,494
Income tax expense (benefit).............................. 7,187 559 (1,131) 3,423 54,470 83,023
------- ------- -------- ------- -------- --------
Net income................................................ $11,468 $ 902 $ 27,896 $22,694 $118,495 $158,471
======= ======= ======== ======= ======== ========
AVERAGE BALANCES (DOLLARS IN MILLIONS):
Total loans(1)............................................ $ -- $ -- $ 1,064 $ 549 $ 24,281 $ 26,014
Total assets.............................................. 4,118 3,507 1,440 840 31,728 33,022
Total deposits(1)......................................... 2,891 3,431 (3) 340 23,306 25,081

FINANCIAL RATIOS:
Return on risk adjusted capital........................... 30% 2% na na na na

Return on average assets.................................. 1.13% 0.10% na na 1.51% 1.93%
Efficiency ratio(3)....................................... 24.72 73.44 na na 62.75 47.58
</TABLE>

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

(1) Represents loans and deposits for each business segment before allocation
between the segments of loans and deposits originated in one segment but
managed by another segment.

(2) "Other" includes first quarter 2000 restructuring credit of $11.0 million
($6.9 million, net of tax).

(3) 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 income was
$0.041 million in the first quarter of 1999 and $0.035 million in the first
quarter of 2000.

na = not applicable

16
<PAGE>
COMMUNITY BANKING AND INVESTMENT SERVICES GROUP

The Community Banking and Investment Services Group provides its customers
with a full line of checking and savings, investment, trust, loan and fee-based
banking products. During 1999, and as part of the Mission Excel initiatives, we
merged the Community Banking Group with the Trust and Private Financial Services
Group to form the Community Banking and Investment Services Group. The merging
of these two groups under one leadership provides our consumer and business
client base with a full range of products and services through one coordinated
and responsive delivery channel. It is expected that when this strategy is fully
implemented, we will further improve customer service, increase revenues and
lower expenses.

In the first quarter of 2000, net income increased $25.9 million compared to
the first quarter of 1999. Total revenue increased $26.1 million in the first
quarter of 2000 compared to a year ago. The revenue increases relate to higher
net interest income, trust fees, investment management fees and brokerage
commissions. Noninterest expense in the first quarter of 2000 decreased
$14.8 million from the prior year. Credit expense for the first quarter of 2000
decreased $1.1 million from a year ago.

Organizational changes will continue in the near term as our strategy is
implemented. However, at March 31, 2000, the group was divided into 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 240 full-service branches in California, six full-service branches
in Oregon and Washington, three 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 personal computer. In addition, the division
offers automated teller and point-of-sale debit services through our founding
membership in the Star System-Registered Trademark-, 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:

- Through community banking branches, which serve consumers and businesses
with various types of indirect and direct financing, including auto
leasing and residential real estate lending,

- 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,

- Through business banking centers, which serve businesses with sales up to
$5 million, and

- 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.

- 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 offerall
of the Bank's available products and services.

- 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.

17
<PAGE>
INSTITUTIONAL SERVICES AND ASSET MANAGEMENT provides investment management
and administration services for a broad range of individuals and institutions.

- HighMark Capital Management, Inc., a registered investment advisor,
manages our proprietary HighMark family of mutual funds. It also provides
investment management services to institutions, pension plans and
individuals, including to clients of other divisions. 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 which will
be offered to non-U.S. investors. HighMark also serves as a sub-advisor
for funds managed by Tokyo-Mitsubishi Asset Management, Ltd. in Japan.

- 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.

- 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, union, 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.

COMMERCIAL FINANCIAL SERVICES GROUP

The Commercial Financial Services Group offers a variety of commercial
financial services, including:

- commercial and project loans,

- real estate financing,

- commercial financing based on accounts receivable, inventory, or other
short term assets,

- trade financing, which is the short-term extension of credit to support
export/import transactions, including letters of credit,

- lease financing,

18
<PAGE>
- customized cash management services, and

- selected capital markets products.

The group's customers provide a significant source of opportunities for us
to sell products and services of other units of the bank, including treasury,
trust, and retail banking services. In the first quarter of 2000, net income
increased $29.6 million compared to the first quarter of 1999. Total revenue in
the first quarter of 2000 increased $47.2 million, due to the $2.5 billion
growth in average loans and leases year over year, which contributed to the
significant increase in net interest income accompanied by increases in fee
income. Noninterest expense in the first quarter of 2000 decreased
$2.4 million. Credit expense in the first quarter of 2000 increased
$5.5 million from a year ago, due to the loan growth mentioned above.

The group is divided into the following business units, which serve specific
markets and industries:

- the Commercial Banking Group, which serves California middle-market
companies and larger companies most often headquartered in the Western
United States,

- the Real Estate Industries Group, which serves real estate developers and
real estate investment trusts,

- the Specialized Lending Group, which serves companies operating in various
industries, including oil and gas, utilities, media, communications,
healthcare, finance, and retailing, and

- the Institutional and Deposit Markets Group, which serves title and escrow
companies, domestic financial institutions, retailers, bankruptcy
trustees, and other customers with large pools of deposits.

The Commercial Customer Service Unit supports these business units 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 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 first quarter of 2000, net income increased
$0.2 million compared to the first quarter of 1999. Total revenue in the first
quarter of 2000 decreased $1.2 million due to continuing reductions in credit
exposures, narrower credit spreads, and lower market pricings on those
exposures. Noninterest expense in the first quarter of 2000 decreased
$1.5 million primarily due to personnel expenses. Credit expense in the first
quarter of 2000 decreased $0.1 million

19
<PAGE>
from a year ago, due to the reduction in credit exposures. Expected losses
related to credit risk on foreign exposures have not been finalized and results
could change in the future.

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. This group also manages our
market-related risks as part of its responsibilities for asset/liability
management. The group is also responsible for maintaining Union Bank of
California, N.A.'s securities portfolio. In the first quarter of 2000, net
income decreased $10.6 million compared to the first quarter of 1999. Total
revenue in the first quarter of 2000 decreased $19.3 million primarily due to
the sale of securities in our portfolio in order to replace low yielding with
higher yielding securities. Noninterest expense in the first quarter of 2000
decreased $2.1 million largely due to personnel expense reductions.

The group manages our securities portfolio, trading operations, wholesale
funding needs, and interest rate and liquidity risk. The group includes products
that support corporate lending, customer interest rate risk management needs and
foreign exchange.

OTHER

"Other" includes the following items:

- 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.

- 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.

- The Credit Management Group, which includes $172 million and $159 million
of average nonperforming assets at March 31, 1999 and 2000, respectively.

- 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.

- The residual costs of support groups.

20
<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
-------------------------------------------------------------------------
MARCH 31, 1999 MARCH 31, 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............................................ $23,140,810 $433,113 7.57% $24,916,310 $521,671 8.42%
Foreign(3).......................................... 1,139,916 18,530 6.59 1,097,408 18,376 6.73
Securities--taxable................................... 3,534,633 55,387 6.29 3,122,072 49,334 6.33
Securities--tax-exempt................................ 84,883 2,130 10.04 70,292 1,765 10.05
Interest bearing deposits in banks.................... 215,568 3,188 6.00 180,286 2,184 4.87
Federal funds sold and securities purchased under
resale agreements................................... 139,274 1,697 4.94 209,951 3,019 5.78
Trading account assets................................ 363,604 3,938 4.39 230,749 3,281 5.72
----------- -------- ----------- --------
Total earning assets.............................. 28,618,688 517,983 7.34 29,827,068 599,630 8.08
-------- --------
Allowance for credit losses........................... (457,277) (475,546)
Cash and due from banks............................... 1,982,326 2,076,988
Premises and equipment, net........................... 427,603 426,675
Other assets.......................................... 1,156,386 1,166,562
----------- -----------
Total assets...................................... $31,727,726 $33,021,747
=========== ===========
LIABILITIES
Domestic deposits:
Interest bearing.................................... $ 5,509,002 34,707 2.56 $ 5,883,802 37,065 2.53
Savings and consumer time........................... 3,335,641 27,261 3.31 3,396,181 28,571 3.38
Large time.......................................... 3,998,778 44,179 4.48 4,451,793 63,114 5.70
Foreign deposits(3)................................... 1,521,529 16,632 4.43 2,061,391 26,925 5.25
----------- -------- ----------- --------
Total interest bearing deposits................... 14,364,950 122,779 3.47 15,793,167 155,675 3.96
----------- -------- ----------- --------
Federal funds purchased and securities sold under
repurchase agreements............................... 1,703,531 19,769 4.71 1,326,892 18,524 5.61
Commercial paper...................................... 1,596,643 19,174 4.87 1,514,620 21,568 5.73
Other borrowed funds.................................. 637,065 8,150 5.19 453,468 5,946 5.27
Subordinated capital notes............................ 298,000 4,109 5.59 298,000 4,856 6.55
UnionBanCal Corporation--obligated mandatorily
redeemable preferred securities of subsidiary
grantor trust....................................... 159,444 3,291 8.26 350,000 6,884 7.85
----------- -------- ----------- --------
Total borrowed funds.............................. 4,394,683 54,493 5.03 3,942,980 57,778 5.89
----------- -------- ----------- --------
Total interest bearing liabilities................ 18,759,633 177,272 3.83 19,736,147 213,453 4.35
-------- --------
Noninterest bearing deposits.......................... 8,940,985 9,287,452
Other liabilities..................................... 1,032,756 983,405
----------- -----------
Total liabilities................................. 28,733,374 30,007,004
SHAREHOLDERS' EQUITY
Common equity......................................... 2,994,352 3,014,743
----------- -----------
Total shareholders' equity........................ 2,994,352 3,014,743
----------- -----------
Total liabilities and shareholders' equity........ $31,727,726 $33,021,747
=========== ===========
Net interest income/margin (taxable-equivalent
basis).............................................. 340,711 4.83% 386,177 5.20%
Less: taxable-equivalent adjustment................... 890 655
-------- --------
Net interest income............................... $339,821 $385,522
======== ========
</TABLE>

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

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

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

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

21
<PAGE>
Net interest income is interest earned on loans and investments less
interest expense on deposit accounts and borrowings. Primary factors affecting
the level of net interest income include the margin between the yield earned on
interest earning assets and the rate paid on interest bearing liabilities, as
well as the volume and composition of average interest earning assets and
average interest bearing liabilities.

Net interest income, on a taxable-equivalent basis, was $340.7 million in
the first quarter of 1999, compared with $386.2 million in the first quarter of
2000. This increase of $45.5 million, or 13 percent, was attributable primarily
to a $1.2 billion, or 4 percent, increase in average earning assets, partially
funded by a $346.5 million, or 4 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 5.20%.

Average earning assets were $28.6 billion in the first quarter of 1999,
compared with $29.8 billion in the first quarter of 2000. This growth was
attributable to a $1.7 billion, or 7 percent, increase in average loans,
partially offset by a $132.9 million, or 37 percent, decrease in average trading
account assets and $427.2 million, or 12 percent decrease in average securities.
The growth in average loans was mostly due to the increase in average
commercial, financial and industrial loans of $974.8 million, real estate
mortgage loans of $559.1 million, and real estate construction loans of
$246.5 million, partially offset by lower average consumer loans of
$153.0 million. Lower average trading account assets primarily resulted from the
discontinuance of our municipal underwriting activity in April 1999. 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 74 basis points, partially offset by higher rates paid on
average interest bearing liabilities of 52 basis points. The $976.5 million, or
5 percent, increase in average interest bearing liabilities over the first
quarter of 1999 was due to an increase in average interest bearing deposits of
$1.4 billion, primarily large time deposits. Average noninterest bearing
deposits increased $346.5 million, or 4 percent, over the first quarter of 1999.

NONINTEREST INCOME

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
---------------------------------------------
INCREASE (DECREASE)
MARCH 31, MARCH 31, -------------------
(DOLLARS IN THOUSANDS) 1999 2000 AMOUNT CHANGE
- ------------------------------------------------------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C>
Service charges on deposit accounts.................... $ 39,651 $ 47,563 $ 7,912 19.95%
Trust and investment management fees................... 32,271 38,800 6,529 20.23
Merchant transaction processing fees................... 14,512 17,095 2,583 17.80
International commissions and fees..................... 17,631 17,036 (595) (3.37)
Merchant banking fees.................................. 7,461 14,219 6,758 90.58
Brokerage commissions and fees......................... 5,596 9,430 3,834 68.51
Foreign exchange trading gains, net.................... 5,112 7,043 1,931 37.77
Assets gains (losses), net............................. 1,761 (7,896) (9,657) nm
Securities gains (losses), net......................... 1,261 (4,318) (5,579) nm
Other.................................................. 14,052 13,038 (1,014) (7.22)
-------- -------- -------
Total noninterest income............................. $139,308 $152,010 $12,702 9.12%
======== ======== =======
</TABLE>

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

nm = not meaningful

In the first quarter of 2000, noninterest income was $152.0 million, an
increase of $12.7 million, or 9 percent, over the same period in 1999. This
increase was primarily due to a $7.9 million increase in

22
<PAGE>
service charges on deposit accounts, a $6.8 million increase in merchant banking
fees, a $6.5 million increase in trust and investment management fees, a
$3.8 million increase in brokerage commissions and fees, and a $2.6 million
increase in merchant transaction processing fees, partially offset by a
$9.7 million increase in assets losses and higher net securities losses of
$5.6 million.

Revenue from service charges on deposit accounts was $47.6 million, an
increase of 20 percent over the first quarter of 1999. The increase was
primarily attributable to a 5 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 $38.8 million, an increase of
20 percent over the first quarter of 1999. The increase was due to growth in
trust accounts and assets under management, some of which came from our purchase
of Imperial Trust Company in the second quarter of 1999, which resulted in
higher mutual fund management fees and higher institutional account fees.

Merchant transaction processing fees were $17.1 million, an increase of
18 percent over the first quarter of 1999. The increase was primarily due to an
increase in the volume of credit card drafts deposited by merchants, coupled
with a higher merchant discount rate.

Merchant banking fees were $14.2 million, an increase of 91 percent over the
first quarter of 1999. The increase was primarily due to higher syndication and
investment banking activities.

Brokerage commissions and fees were $9.4 million, an increase of 69 percent
over the first quarter of 1999. The increase was primarily due to brokerage
commissions on sales of non-proprietary mutual funds, annuities, and insurance
products and growth in corporate sweep products.

Assets losses, net, were $7.9 million, an increase of $9.7 million over the
first quarter of 1999. The increase was due to a $12.5 million charge related to
residual auto lease valuations, partially off-set by a $4.1 million gain on sale
of a property.

Securities losses, net, were $4.3 million, an increase of $5.6 million over
the first quarter of 1999. This increase was primarily due to the sale of
certain low yielding securities in our portfolio in order to replace them with
higher yielding securities.

23
<PAGE>
NONINTEREST EXPENSE

<TABLE>
<CAPTION>
FOR THE THREE MONTHS ENDED
----------------------------------
INCREASE (DECREASE)
MARCH 31, MARCH 31, -------------------
(DOLLARS IN THOUSANDS) 1999 2000 AMOUNT PERCENT
- ------------------------------------------------------- ---------- ---------- -------- --------
<S> <C> <C> <C> <C>
Salaries and other compensation........................ $131,074 $129,615 $ (1,459) (1.11)%
Employee benefits...................................... 36,593 9,579 (27,014) (73.82)
-------- -------- --------
Personnel-related expense............................ 167,667 139,194 (28,473) (16.98)
Net occupancy.......................................... 22,461 22,684 223 0.99
Equipment.............................................. 14,541 15,294 753 5.18
Merchant transaction processing........................ 11,610 11,716 106 0.91
Communications......................................... 9,933 10,567 634 6.38
Data processing........................................ 8,001 8,647 646 8.07
Professional services.................................. 10,694 7,962 (2,732) (25.55)
Software............................................... 6,413 5,834 (579) (9.03)
Advertising and public relations....................... 6,106 5,746 (360) (5.90)
Printing and office supplies........................... 6,672 4,957 (1,715) (25.70)
Travel................................................. 4,079 3,703 (376) (9.22)
Intangible asset amortization.......................... 3,509 3,338 (171) (4.87)
Armored car............................................ 3,227 3,141 (86) (2.67)
Foreclosed asset income................................ (41) (35) 6 (14.63)
Restructuring credit................................... -- (11,000) (11,000) nm
Other.................................................. 26,292 24,290 (2,002) (7.61)
-------- -------- --------
Total noninterest expense............................ 301,164 $256,038 $(45,126) (14.98)%
======== ======== ========
</TABLE>

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

nm = not meaningful

In the first quarter of 2000, noninterest expense, excluding the
restructuring credit, was $267.0 million, a decrease of $34.1 million, or
11 percent, over the same period in 1999. This decrease was mostly due to a
$12.4 million decrease in personnel-related expense, a $2.7 million decrease in
professional services, a $1.7 million decrease in printing and office supplies,
and a $2.0 million decrease in other noninterest expense.

Personnel-related expense was $139.2 million, a decrease of 17 percent over
the first quarter of 1999. This decrease was primarily due to the one-time
credit for an accounting methodology change in recognizing pension expense of
$16.0 million and personnel reductions achieved through Mission Excel, partially
off-set by incentive and merit increases.

Professional services were $8.0 million, a decrease of 26 percent over the
first quarter of 1999. This decrease was primarily due to higher Y2K cost in the
first quarter of 1999.

Printing and office supplies expense was $5.0 million, a decrease of
26 percent over the first quarter of 1999 primarily due to Mission Excel
efficiency achievements.

INCOME TAX EXPENSE

The effective tax rates for the first quarter of 1999 and 2000 were
32 percent and 34 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 for the first quarter of 1999 would have been
35 percent compared to 34 percent for the first quarter of 2000.

24
<PAGE>
LOANS

The following table shows loans outstanding by loan type.

<TABLE>
<CAPTION>
PERCENT CHANGE TO
MARCH 31, 2000 FROM:
--------------------------
MARCH 31, DECEMBER 31, MARCH 31, MARCH 31, DECEMBER 31,
(DOLLARS IN THOUSANDS) 1999 1999 2000 1999 1999
- --------------------------------- ----------- ------------- ----------- ---------- -------------
<S> <C> <C> <C> <C> <C>
Domestic:
Commercial, financial and
industrial................... $13,393,019 $14,176,630 $14,300,485 6.78% 0.87%
Construction................... 535,015 648,478 796,424 48.86 22.81
Mortgage:
Residential.................. 2,543,801 2,581,141 2,605,979 2.44 0.96
Commercial................... 3,011,719 3,572,347 3,467,765 15.14 (2.93)
----------- ----------- -----------
Total mortgage............. 5,555,520 6,153,488 6,073,744 9.33 (1.30)
Consumer:
Installment.................. 1,968,849 1,922,158 1,842,469 (6.42) (4.15)
Home equity.................. 744,783 727,776 711,675 (4.45) (2.21)
----------- ----------- -----------
Total consumer............. 2,713,632 2,649,934 2,554,144 (5.88) (3.61)
Lease financing................ 1,066,134 1,148,542 1,144,492 7.35 (0.35)
----------- ----------- -----------
Total loans in domestic
offices.................. 23,263,320 24,777,072 24,869,289 6.90 0.37
Loans originated in foreign
branches....................... 1,089,034 1,135,886 1,114,395 2.33 (1.89)
----------- ----------- -----------
Total loans................ $24,352,354 $25,912,958 $25,983,684 6.70% 0.27%
=========== =========== ===========
</TABLE>

Our lending activities are predominantly domestic, with such loans
comprising 96 percent of the total loan portfolio at March 31, 2000. Total loans
at March 31, 2000 were $26.0 billion, an increase of $1.6 billion, or
7 percent, over March 31, 1999. The increase was attributable to growth in the
commercial, financial and industrial loan portfolio, which increased
$907.5 million, the commercial mortgage loan portfolio, which increased
$456.0 million, the construction loan portfolio, which increased
$261.4 million, the lease financing loan portfolio, which increased
$78.4 million, the residential mortgage loan portfolio, which increased
$62.2 million, and the loans originated in foreign branches, which increased
$25.4 million, partially offset by, the consumer loan portfolio, which decreased
$159.5 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
March 31, 1999 and 2000, the commercial, financial and industrial loan portfolio
was $13.4 billion, or 55 percent of total loans, and $14.3 billion, or
55 percent of total loans, respectively. The increase of $907.5 million, or
7 percent, from March 31, 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,
and entertainment and energy capital services industries in which we have
developed specialized lending expertise.

The construction loan portfolio totaled $535.0 million, or 2 percent of
total loans, at March 31, 1999, compared with $796.4 million, or 3 percent of
total loans, at March 31, 2000. This growth of $261.4 million, or 49 percent,
from March 31, 1999 was primarily attributable to the favorable California real
estate market coupled with a strong West Coast economy.

Mortgage loans were $5.6 billion, or 23 percent of total loans, at
March 31, 1999, compared with $6.1 billion, or 23 percent of total loans, at
March 31, 2000. The mortgage loan portfolio consists of loans

25
<PAGE>
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 $456.0 million, or 15 percent and in residential
mortgage loans of $62.2 million, or 2 percent, from March 31, 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
March 31, 1999, compared with $2.6 billion, or 10 percent of total loans, at
March 31, 2000. The decrease of $159.5 million, or 6 percent, was attributable
to a reduction in home equity loans as customers refinanced, in the first half
of last year,to take advantage of favorable long-term, fixed mortgage rates.

Lease financing totaled $1.1 billion, or 4 percent of total loans, at
March 31, 1999, compared with $1.1 billion, or 4 percent of total loans, at
March 31, 2000.

Loans originated in foreign branches totaled $1.1 billion, or 4 percent of
total loans, at March 31, 1999 and $1.1 billion, or 4 percent of total loans, at
March 31, 2000.

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 March 31, 1999, December 31, 1999, and March 31, 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>
March 31, 1999
Japan........................................... $182 $ -- $445 $627
Korea........................................... 472 2 119 593
December 31, 1999
Japan........................................... 82 -- 339 421
Korea........................................... 422 -- 53 475
March 31, 2000
Japan........................................... 110 -- 344 454
Korea........................................... 362 -- 55 417
</TABLE>

The economic condition and the ability of some countries, to which we have
cross-border exposure, to manage their external debt obligations have been
impacted by the Asian economic crisis that began in the second half of 1997. The
Asian economic crisis appears to have stabilized somewhat, though the timing of
full recovery is still uncertain. Our exposure in all affected countries
continues to be primarily short-term in nature and substantially related to the
finance of trade and, in the case of Japan, the provisions of short term working
capital facilities to subsidiaries of Japanese companies operating in the United
States. For further discussion on the actions taken by management to reduce our
credit exposure in Asia, see "Allowance for Credit Losses" below.

PROVISION FOR CREDIT LOSSES

We recorded a $5.0 million provision for credit losses in the first quarter
of 1999, compared with a $40.0 million provision for credit losses in the first
quarter of 2000. Provisions for credit losses are charged

26
<PAGE>
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.

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:

- Problem graded loan loss factors are derived from a migration model that
tracks historical loss experience over a period we believe is reflective
of a business cycle,

- 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,

- 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:

- General economic and business conditions affecting our key lending areas,

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

- Collateral values,

- Loan volumes and concentrations,

- Seasoning of the loan portfolio,

27
<PAGE>
- Specific industry conditions within portfolio segments,

- Recent loss experience in particular segments of the portfolio,

- Duration of the current business cycle,

- Bank regulatory examination results, and

- Findings of 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 March 31, 2000 of $483 million, or
1.86 percent of total loans, and 335 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 $144.4 million and $43.2 million, respectively, at March 31, 2000.

During the first 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, affected the assessment of the unallocated
allowance.

In our assessment as of March 31, 2000, management focused, in particular,
on factors affecting elements of the health care, communications/media, and
technology industries, and the continuing instability of companies and financial
institutions in domestic and foreign markets in which we operate and the growth
in, and changes in the composition of, the loan portfolio.

28
<PAGE>
CHANGES IN THE FORMULA, SPECIFIC AND UNALLOCATED ALLOWANCES FROM
DECEMBER 31, 1999

At March 31, 2000, the formula allowance was $289 million compared to
$257 million at December 31, 1999, an increase of $32 million. This was
primarily due to higher levels of criticized assets.

At March 31, 2000, the specific allowance was $55 million compared to
$51 million at December 31, 1999, an increase of $4 million. This was primarily
caused by higher impairment allowances on our nonaccrual loans.

At March 31, 2000, the unallocated allowance was $139 million compared to
$162 million at December 31, 1999, a decrease of $23 million. Management
believes that the inherent losses related to certain conditions considered in
its evaluation of the unallocated allowance have improved moderately or have
been recognized in the formula allowance during the three months ended
March 31, 2000.

At March 31, 2000, we had a $139 million unallocated allowance in our
allowance for credit losses. In evaluating the appropriateness of the
unallocated allowance, we considered the following factors:

- the approximately $69 million to $86 million margin for model and
estimation risk prescribed by our credit policy,

- the effects of changes in the economic, regulatory, and technology
environments on communications/media industry, which could be in the range
of $6 million to $13 million,

- the effects of export market conditions and cyclical overcapacity on
borrowers in the technology industry, which could be in the range of
$8 million to $15 million,

- the continued effects of the instability in certain Asian countries on
borrowers, which could be in the range of $14 million to $32 million, and

- the adverse effects on the health care industry from reduced
reimbursements from government medical insurance programs, which could be
in the range of $10 million to $15 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 33.

29
<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
ENDED MARCH 31,
----------------------
(DOLLARS IN THOUSANDS) 1999 2000
- ------------------------------------------------------------ -------- --------
<S> <C> <C>
Balance, beginning of period................................ $459,328 $470,378
Loans charged off:
Commercial, financial and industrial...................... 3,732 31,329
Mortgage.................................................. 409 36
Consumer.................................................. 4,397 2,895
Lease financing........................................... 892 600
Foreign(1)................................................ 14,127 --
-------- --------
Total loans charged off................................. 23,557 34,860
Recoveries of loans previously charged off:
Commercial, financial and industrial...................... 4,562 5,952
Mortgage.................................................. 96 39
Consumer.................................................. 2,414 1,539
Lease financing........................................... 149 190
-------- --------
Total recoveries of loans previously charged off........ 7,221 7,720
-------- --------
Net loans charged off................................. 16,336 27,140
Provision for credit losses................................. 5,000 40,000
Foreign translation adjustment and other net additions
(deductions).............................................. (56) (32)
-------- --------
Balance, end of period...................................... $447,936 $483,206
======== ========
Allowance for credit losses to total loans.................. 1.84% 1.86%
Provision for credit losses to net loans charged off........ 30.61 147.38
Recoveries of loans to loans charged off in the previous
period.................................................... 30.53 29.79
Net loans charged off to average loans outstanding for the
period(2)................................................. 0.27 0.42
</TABLE>

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

(1) Foreign loans are those loans originated in foreign branches.

(2) Annualized.

Total loans charged off in the first quarter of 2000 increased by
$11.3 million from the first quarter of 1999, primarily due to a decrease in
foreign loans charged off of $14.1 million mainly due to a single foreign
relationship in the first quarter of 1999, partially offset by a $27.6 million
increase in commercial, financial and industrial loans charged off, related to
several large credits. Charge-offs reflect the realization of losses in the
portfolio that were recognized previously through provisions for credit losses.

The first quarter's recoveries of loans previously charged off increased by
$0.5 million from the same period in 1999. The percentage of net loans charged
off to average loans increased by .15 percent from the same period in 1999. At
March 31, 2000, the allowance for credit losses exceeded the net loans charged
off during the first 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.

30
<PAGE>
NONPERFORMING ASSETS

<TABLE>
<CAPTION>
MARCH 31, DECEMBER 31, MARCH 31,
(DOLLARS IN THOUSANDS) 1999 1999 2000
- ------------------------------------------------------------ ---------- ------------- ----------
<S> <C> <C> <C>
Commercial, financial and industrial........................ $ 89,814 $159,479 $136,968
Construction................................................ 4,370 4,286 4,184
Commercial mortgage......................................... 6,227 3,629 3,248
-------- -------- --------
Total nonaccrual loans.................................. 100,411 167,394 144,400
Foreclosed assets........................................... 9,426 2,386 2,248
-------- -------- --------
Total nonperforming assets.............................. $109,837 $169,780 $146,648
======== ======== ========
Allowance for credit losses................................. $447,936 $470,378 $483,206
======== ======== ========
Nonaccrual loans to total loans............................. 0.41% 0.65% 0.56%
Allowance for credit losses to nonaccrual loans............. 446.10 281.00 334.63
Nonperforming assets to total loans and foreclosed assets... 0.45 0.66 0.56
Nonperforming assets to total assets........................ 0.34 0.50 0.44
</TABLE>

At March 31, 2000, nonperforming assets totaled $146.6 million, an increase
of $36.8 million, or 34 percent, from a year earlier. The increase was
concentrated among several large credits in different industry sectors. Although
the percentage increase is significant, the actual amount of nonperforming
assets remains relatively low.

Nonaccrual loans as a percentage of total loans were 0.56 percent at
March 31, 2000, compared with 0.41 percent at March 31, 1999. Nonperforming
assets as a percentage of total loans and foreclosed assets increased to
0.44 percent at March 31, 2000 from 0.34 percent at March 31, 1999.

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

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
ALM Policy approved by the Board requires quarterly reviews of our liquidity by
the 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.

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 66 percent of average total assets
of $33.0 billion for the first quarter ended March 31, 2000. Most of the
remaining funding was provided by short-term borrowings in the form of
negotiable certificates of deposit, foreign deposits,

31
<PAGE>
federal funds purchased and securities sold under repurchase agreements,
commercial paper and other borrowings. In the first quarter of 1999, we issued
$350 million in trust preferred securities the proceeds of which were utilized
to repurchase our common stock.

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 $0.6 billion during the first quarter of
2000. Additional liquidity may be provided by investment securities available
for sale that amounted to $3.2 billion at March 31, 2000, and by loan
maturities.

REGULATORY CAPITAL

The following table summarizes our risk-based capital, risk-weighted assets,
and risk-based capital ratios.

UNIONBANCAL CORPORATION

<TABLE>
<CAPTION>
MINIMUM "WELL-CAPITALIZED"
MARCH 31, DECEMBER 31, MARCH 31, REGULATORY REGULATORY
(DOLLARS IN THOUSANDS) 1999 1999 2000 REQUIREMENT REQUIREMENT
- --------------------------- ----------- ------------- ----------- ----------- --------------------
<S> <C> <C> <C> <C> <C>
CAPITAL COMPONENTS
Tier 1 capital............. $ 3,097,234 $ 3,308,912 $ 3,376,094
Tier 2 capital............. 611,254 616,772 618,397
----------- ----------- -----------
Total risk-based capital... $ 3,708,488 $ 3,925,684 $ 3,994,491
=========== =========== ===========
Risk-weighted assets....... $31,276,042 $33,288,167 $33,406,941
=========== =========== ===========
Quarterly average assets... $31,667,763 $32,763,347 $32,962,471
=========== =========== ===========
CAPITAL RATIOS
Total risk-based capital... 11.86% 11.79% 11.96% 8.0% n/a
Tier 1 risk-based
capital.................. 9.90 9.94 10.11 4.0 n/a
Leverage ratio(1).......... 9.78 10.10 10.24 4.0 n/a
</TABLE>

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

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

UNION BANK OF CALIFORNIA, N.A.

<TABLE>
<CAPTION>
MINIMUM "WELL-CAPITALIZED"
MARCH 31, DECEMBER 31, MARCH 31, REGULATORY REGULATORY
(DOLLARS IN THOUSANDS) 1999 1999 2000 REQUIREMENT REQUIREMENT
- --------------------------- ----------- ------------- ----------- ----------- --------------------
<S> <C> <C> <C> <C> <C>
CAPITAL COMPONENTS
Tier 1 capital............. $ 2,984,636 $ 3,103,324 $ 3,217,239
Tier 2 capital............. 506,633 511,327 511,571
----------- ----------- -----------
Total risk-based capital... $ 3,491,269 $ 3,614,651 $ 3,728,810
=========== =========== ===========
Risk-weighted assets....... $30,904,666 $32,850,575 $32,857,742
=========== =========== ===========
Quarterly average assets... $31,406,367 $32,507,079 $32,666,845
=========== =========== ===========
CAPITAL RATIOS
Total risk-based capital... 11.30% 11.00% 11.35% 8.0% 10.0%
Tier 1 risk-based
capital.................. 9.66 9.45 9.79 4.0 6.0
Leverage ratio(1).......... 9.50 9.55 9.85 4.0 5.0
</TABLE>

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

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

32
<PAGE>
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 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
March 31, 2000 increased 17 basis points to 10.11 percent, our total risk-based
capital ratio increased 17 basis points to 11.96 percent, and our leverage ratio
increased 14 basis points to 10.24 percent. The increases in the capital ratios
were primarily attributable to higher money market assets of $140.0 million.

As of March 31, 2000, management believes the capital ratios of Union Bank
of California, N.A. met all regulatory minimums of a "well-capitalized"
institution.

YEAR 2000

We achieved a successful transition to the Year 2000. In addition to
successful processing over the year-end period, daily, month-end and quarter-end
operations have also been normal. We have largely completed the extensive effort
that made this possible.

The total cost of the Year 2000 Program is $44 million. This cost includes
capital expenditures, which we have capitalized and which are being depreciated
over their estimated useful lives. As of March 31, 2000, we have spent
$44 million on the year 2000 project, $2 million in 1997, $22 million in 1998,
$17 million in 1999 and $3 million in 2000. Of the $44 million spent as of
March 31, 2000, $7 million related to capital expenditures, $1 million in 1997,
$5 million in 1998, and $1 million in 1999. We have funded the cost of the year
2000 Program with normal operating cash and staffed it with external resources
as well as internal staff re-deployed from other assignments.

OTHER RELATED DISCLOSURES

HighMark Capital Management, Inc. is a registered investment advisor and
UBOC Investment Services, Inc. is a broker-dealer. Each of these subsidiaries
makes publicly available separate year 2000 reports. You can find additional
year 2000 information in those reports.

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. The current
economic crisis in Asia is expected to continue to negatively impact the
economic conditions in California, which could adversely affect our business.

33
<PAGE>
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 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.
However, because of The Bank of Tokyo-Mitsubishi's control over the election of
our directors, The Bank of Tokyo-Mitsubishi 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 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. The Bank of
Tokyo-Mitsubishi'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'S FINANCIAL CONDITION COULD ADVERSELY AFFECT
OUR OPERATIONS

Although we fund our operations independently of The Bank of
Tokyo-Mitsubishi and believe our business is not necessarily closely related to
The Bank of Tokyo-Mitsubishi's business or outlook, The Bank of
Tokyo-Mitsubishi's credit ratings may affect our credit ratings. The Bank of
Tokyo-Mitsubishi'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's credit rating could adversely affect our credit ratings.
Therefore, as long as The Bank of Tokyo-Mitsubishi maintains a majority interest
in us, deterioration in The Bank of Tokyo-Mitsubishi'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 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.

34
<PAGE>
POTENTIAL CONFLICTS OF INTEREST WITH THE BANK OF TOKYO-MITSUBISHI, LTD.
COULD ADVERSELY AFFECT US

As part of The Bank of Tokyo-Mitsubishi's normal risk management processes,
The Bank of Tokyo-Mitsubishi 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. We may wish to extend credit to the same
customer as The Bank of Tokyo-Mitsubishi. Our ability to do so may be limited
for various reasons, including The Bank of Tokyo-Mitsubishi's aggregate credit
exposure and marketing policies. Certain directors' and officers' ownership
interests in The Bank of Tokyo-Mitsubishi's common stock or service as a
director or officer or other employee of both us and The Bank of
Tokyo-Mitsubishi 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 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'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.

35
<PAGE>
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 has announced its intention to
maintain its majority ownership in us, The Bank of Tokyo-Mitsubishi may sell
shares of our common stock in compliance with the federal securities laws. By
virtue of The Bank of Tokyo-Mitsubishi's current control of us, The Bank of
Tokyo-Mitsubishi 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 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 sells or
transfers shares of our common stock as a block, another person or entity could
become our controlling shareholder.

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:

- deterioration of our asset quality,

- our inability to reduce noninterest expenses,

- our inability to increase noninterest income,

- our inability to decrease reliance on asset revenues,

- our ability to sustain loan growth,

- regulatory and other impediments associated with making acquisitions,

- deterioration in general economic conditions, especially in our core
markets,

- decreases in net interest margins,

- increases in competition,

- adverse regulatory or legislative developments,

- unexpected increases in costs related to potential acquisitions, and

- 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

36
<PAGE>
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 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.

37
<PAGE>
PART II. OTHER INFORMATION

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

Set forth below is information concerning each matter submitted to a vote at
the Annual Meeting of Shareholders on April 26, 2000 ("Annual Meeting"):

DIRECTORS: Each of the following persons was elected as a director to hold
office until the 2001 Annual Meeting of Shareholders or until earlier
retirement, resignation or removal.

<TABLE>
<CAPTION>
DIRECTOR'S NAME FOR WITHHELD
- --------------- ----------- ---------
<S> <C> <C>
David R. Andrews..................................... 155,200,278 283,183
Richard D. Farman.................................... 155,215,208 268,253
Stanley F. Farrar.................................... 155,208,621 274,840
Herman E. Gallegos................................... 155,208,102 275,359
Jack L. Hancock...................................... 155,215,398 268,063
Richard C. Hartnack.................................. 155,198,345 285,116
Kaoru Hayama......................................... 155,212,909 270,552
Satoru Kishi......................................... 147,525,318 7,958,143
Harry W. Low......................................... 155,215,722 267,739
Mary S. Metz......................................... 155,214,772 268,689
Raymond E. Miles..................................... 155,211,972 271,489
Takahiro Moriguchi................................... 150,257,951 5,225,510
J. Fernando Niebla................................... 155,200,222 283,239
Sidney R. Petersen................................... 155,202,819 280,642
Carl W. Robertson.................................... 155,190,024 293,437
Yoshihiko Someya..................................... 151,794,459 3,689,002
Henry T. Swigert..................................... 155,215,372 268,089
Robert M. Walker..................................... 155,199,302 284,159
Hiroshi Watanabe..................................... 155,212,902 270,559
Kenji Yoshizawa...................................... 147,068,308 8,415,153
</TABLE>

AUDITORS: Proposal No. 2 to ratify the selection of Deloitte & Touche LLP
as independent auditors of UnionBanCal Corporation received the following votes:

<TABLE>
<S> <C>
FOR: 155,325,584
AGAINST: 88,305
ABSTAIN: 69,572
</TABLE>

ITEM 5. 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 30, 2000, is incorrect. The correct deadline is
December 1, 2000.

38
<PAGE>
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K.

(a) Exhibits:

<TABLE>
<CAPTION>
NO. DESCRIPTION
- --------------------- ------------------------------------------------------------
<C> <S>
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, 1999)*(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 Union Bank Executive Wellness Plan. (Effective January 1,
1994)*(7)
10.8 Union Bank Financial Services Reimbursement Program.
(Effective January 1, 1996)*(8)
10.9 Performance Share Plan. (Effective January 1, 1997)*(3)
10.10 Service Agreement Between Union Bank of California and The
Bank of Tokyo-Mitsubishi Ltd. (Effective October 1,
1997)*(3)
10.11 Management Stock Plan. (As restated effective January 1,
2000)*(5)
27.1 Financial Data Schedule(9)
</TABLE>

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

(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) Incorporated by reference to Form 10-Q for the quarter ended June 30, 1999.

(6) Incorporated by reference to Form 10-Q for the quarter ended September 30,
1998.

(7) Incorporated by reference to Form 8-K dated April 1, 1996 (filed as
exhibit 10.12).

(8) Incorporated by reference to Form 8-K dated April 1, 1996 (filed as
exhibit 10.14).

(9) Filed herewith.

* Management contract or compensatory plan, contract or arrangement.

(b) Reports on Form 8-K: None

39
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

<TABLE>
<S> <C> <C>
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: May 15, 2000
</TABLE>

<PAGE>
<ARTICLE> 9
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEETS AND STATEMENTS OF INCOME AND THE ACCOMPANYING TABLES
OF FORM 10-Q. INFORMATION HEREIN IS QUALIFIED BY REFERENCE TO SUCH STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000

<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-2000
<PERIOD-START> JAN-01-2000
<PERIOD-END> MAR-31-2000
<CASH> 2,343,111
<INT-BEARING-DEPOSITS> 164,439
<FED-FUNDS-SOLD> 323,800
<TRADING-ASSETS> 285,928
<INVESTMENTS-HELD-FOR-SALE> 3,239,303
<INVESTMENTS-CARRYING> 25,808
<INVESTMENTS-MARKET> 24,580
<LOANS> 25,983,684
<ALLOWANCE> 483,206
<TOTAL-ASSETS> 33,616,363
<DEPOSITS> 25,906,727
<SHORT-TERM> 2,961,148
<LIABILITIES-OTHER> 811,813
<LONG-TERM> 648,000
0
0
<COMMON> 1,349,007
<OTHER-SE> 1,696,467
<TOTAL-LIABILITIES-AND-EQUITY> 33,616,363
<INTEREST-LOAN> 539,977
<INTEREST-INVEST> 50,537
<INTEREST-OTHER> 8,461
<INTEREST-TOTAL> 598,975
<INTEREST-DEPOSIT> 155,675
<INTEREST-EXPENSE> 213,453
<INTEREST-INCOME-NET> 385,522
<LOAN-LOSSES> 40,000
<SECURITIES-GAINS> (4,318)
<EXPENSE-OTHER> 256,038
<INCOME-PRETAX> 241,494
<INCOME-PRE-EXTRAORDINARY> 241,494
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 158,471
<EPS-BASIC> 0.97
<EPS-DILUTED> 0.96
<YIELD-ACTUAL> 5.20
<LOANS-NON> 144,400
<LOANS-PAST> 14,395
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 470,378
<CHARGE-OFFS> 34,860
<RECOVERIES> 7,720
<ALLOWANCE-CLOSE> 483,206
<ALLOWANCE-DOMESTIC> 324,800
<ALLOWANCE-FOREIGN> 19,500
<ALLOWANCE-UNALLOCATED> 138,900

</TABLE>