MUFG Americas Holdings Corp - FORM 10-Q

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EX-32.1 - EXHIBIT 32.1 - MUFG Americas Holdings Corp	a2199772zex-32_1.htm
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q


ý		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 2010
OR
o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to

Commission file number 1-15081

UnionBanCal Corporation
(Exact name of registrant as specified in its charter)


Delaware		94-1234979
(State of Incorporation)		(I.R.S. Employer Identification No.)
400 California Street, San Francisco, California		94104-1302
(Address of principal executive offices)		(Zip Code)
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 þ No o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes o No o

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of "large accelerated filer," "accelerated filer" and "smaller reporting company" in Rule 12b-2 of the Exchange Act.


	Large accelerated filer o		Accelerated filer o
	Non-accelerated filer þ (Do not check if a smaller reporting company)		Smaller reporting company o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No þ

Number of shares of Common Stock outstanding at July 31, 2010: 136,330,829

THE REGISTRANT MEETS THE CONDITIONS SET FORTH IN GENERAL INSTRUCTION H (1) (a) AND (b) OF FORM 10-Q AND IS THEREFORE FILING THIS FORM WITH THE REDUCED DISCLOSURE FORMAT.

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UnionBanCal Corporation and Subsidiaries

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PART I.
Financial information			6
	Consolidated Financial Highlights		6
	ITEM 1. FINANCIAL STATEMENTS		8
		Consolidated Statements of Income	8
		Consolidated Balance Sheets	9
		Consolidated Statements of Changes in Stockholder's Equity	10
		Consolidated Statements of Cash Flows	11
		Note 1—Basis of Presentation and Nature of Operations	12
		Note 2—Recently Issued Accounting Pronouncements	12
		Note 3—Business Combinations	14
		Note 4—Privatization	18
		Note 5—Securities	20
		Note 6—Loans and Allowance for Loan Losses	28
		Note 7—Goodwill and Intangible Assets	31
		Note 8—Variable Interest Entities	33
		Note 9—Private Capital and Other Investments	36
		Note 10—Employee Pension and Other Postretirement Benefits	37
		Note 11—Other Noninterest Income and Noninterest Expense	38
		Note 12—Borrowed Funds	39
		Note 13—Medium- and Long-Term Debt	40
		Note 14—Fair Value Measurement and Fair Value of Financial Instruments	41
		Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging	51
		Note 16—Accumulated Other Comprehensive Loss	57
		Note 17—Commitments, Contingencies and Guarantees	58
		Note 18—Business Segments	60
		Note 19—Subsequent Events	63
	ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS		64
		Introduction	64
		Executive Overview	64
		Critical Accounting Estimates	66
		Financial Performance	69
		Net Interest Income	72
		Noninterest Income and Noninterest Expense	75
		Income Tax Expense	76
		Loans	76
		Cross-Border Outstandings	78
		Provision for Credit Losses	79
		Allowances for Credit Losses	79
		Nonperforming Assets	82
		Loans 90 Days or More Past Due and Still Accruing	84
		Securities	84
		Deposits	86
		Fair Value of Financial Instruments	87

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		Quantitative and Qualitative Disclosures About Market Risk	87
		Liquidity Risk	91
		Regulatory Capital	94
		Business Segments	94
	ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK		103
	ITEM 4. CONTROLS AND PROCEDURES		103
PART II.
Other Information			104
	ITEM 1. LEGAL PROCEEDINGS		104
	ITEM 1A. RISK FACTORS		104
	ITEM 6. EXHIBITS		110
	SIGNATURES		111

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NOTE REGARDING FORWARD-LOOKING STATEMENTS

This report includes forward-looking statements, which include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our forecasts and expectations. See Part I, Item 1A. "Risk Factors," and the other risks described in our 2009 Annual Report on Form 10-K for factors to be considered when reading any forward-looking statements in this filing.

This report includes forward-looking statements, which are subject to the "safe harbor" created by section 27A of the Securities Act of 1933, as amended, and section 21E of the Securities Exchange Act of 1934, as amended. We may make forward-looking statements in our Securities and Exchange Commission (SEC) filings, press releases, news articles and when we are speaking on behalf of UnionBanCal Corporation. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "target," "anticipate," "intend," "plan," "seek," "estimate," "potential," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," "might," or "may." These forward-looking statements 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 and are based on information available to us at the date of these statements. We do not undertake to update forward-looking statements to reflect facts, circumstances, assumptions or events that occur after the date the forward-looking statements are made.

In this document, for example, we make forward-looking statements, which discuss our expectations about:

•: Our business objectives, strategies and initiatives, our organizational structure, the growth of our business and our competitive position and prospects
•: Our assessment of significant factors and developments that have affected or may affect our results
•: Our assessment of economic conditions and trends and credit cycles and their impact on our business
•: The continued weak or uncertain economic outlook for the U.S. and global economy
•: The impact of changes in interest rates and our strategy to manage our interest rate risk profile
•: Our sensitivity to and management of market risk, including changes in interest rates, and the economic outlook for the U.S. in general and for any particular region of the U.S. including, in particular, California, Oregon, Texas and Washington
•: Our strategies and expectations regarding capital levels and liquidity, our funding base, core deposits and intent to fund our operations on an independent basis
•: Pending and recent legal and regulatory actions, and future legislative and regulatory developments, including the effects of legislation and governmental measures introduced in response to the financial crises affecting the banking system, financial markets and the U.S. economy, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), and changes to the Federal Deposit Insurance Corporation's deposit insurance assessment policies and anticipated costs or other impacts on our business and operations as a result of these developments
•: Regulatory controls and processes and their impact on our business
•: The costs and effects of legal actions, investigations, regulatory actions, criminal proceedings or similar matters, or adverse facts and developments related thereto

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•: Credit quality and provision for credit losses, including our expectation that elevated levels of charge offs, which we began to experience in the latter half of 2008, will continue during the remainder of 2010
•: Our allowance for credit losses, including the conditions we consider in determining the unallocated allowance and our portfolio credit quality, underwriting standards, risk grade and credit migration trends and loss reserves for FDIC-covered loans
•: Loan portfolio composition and risk grade trends, expected charge offs, delinquency rates compared to the industry average and our underwriting standards
•: Our intent to sell or hold, and the likelihood that we would be required to sell, or expectations regarding recovery of the amortized cost basis of, various investment securities
•: Expected rates of return, maturities, yields, loss exposure and projected results
•: Tax rates and taxes, the possible effect of changes in Mitsubishi UFJ Financial Group, Inc.'s taxable profits on our California State tax obligations and of expected tax credits or benefits, tax treatment of FDIC-assisted acquisitions and our intention to file our 2009 California tax return under a water's-edge election
•: Critical accounting policies and estimates, the impact or anticipated impact of recent accounting pronouncements or change in accounting principle and future recognition of impairments for the fair value of assets, including goodwill, financial instruments, intangible assets and other assets acquired in our recent FDIC-assisted acquisitions
•: Decisions to downsize, sell or close units, dissolve subsidiaries, expand our branch network, pursue acquisitions, purchase banking facilities and equipment, or otherwise restructure, reorganize or change our business mix, and their timing and their impact on our business
•: Our expectations regarding the impact of acquisitions on our business and results of operations and amounts we will receive from the FDIC, or must pay to the FDIC, under loss share agreements

The impact of changes in our credit rating

•: The relationship between our business and that of BTMU and Mitsubishi UFJ Financial Group, Inc., the impact of their credit ratings, operations or prospects on our credit ratings and actions that may or may not be taken by The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU) and Mitsubishi UFJ Financial Group, Inc.

There are numerous risks and uncertainties that could and will cause actual results to differ materially 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 financial condition and results of operations or prospects. Such risks and uncertainties include, but are not limited to, those listed in Item 1A "Risk Factors" of Part II and Item 2 "Management's Discussion and Analysis of Financial Condition and Results of Operations" of Part I of this Form 10-Q.

Readers of this document should not rely unduly on forward-looking information and should consider all uncertainties and risks disclosed throughout this document and in our other reports to the SEC, including, but not limited to, those discussed below. Any factor described in this report could by itself, or together with one or more other factors, adversely affect our business, future prospects, results of operations or financial condition.

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PART I. FINANCIAL INFORMATION
UnionBanCal Corporation and Subsidiaries
Consolidated Financial Highlights
(Unaudited)

		As of and for the Three Months Ended

(Dollars in thousands)		June 30, 2009			June 30, 2010			Percent Change
Results of operations:
	Net interest income(1)	$	553,094		$	602,775			8.98	%
	Provision for loan losses		360,000			44,000			(87.78	)
	Noninterest income		183,213			244,294			33.34
	Noninterest expense		532,058			584,200			9.80

	Income (loss) before income taxes and including noncontrolling interests(1)		(155,751	)		218,869			nm
	Taxable-equivalent adjustment		2,748			2,382			(13.32	)
	Income tax expense (benefit)		(78,492	)		66,264			nm

	Net income (loss) including noncontrolling interests		(80,007	)		150,223			nm
	Deduct: Net loss from noncontrolling interests		—			3,536			nm

	Net income (loss) attributable to UnionBanCal Corporation (UNBC)	$	(80,007	)	$	153,759			nm

Balance sheet (end of period):
	Total assets	$	73,984,788		$	84,309,990			13.96	%
	Total securities(2)		8,574,553			23,054,467			nm
	Total loans		48,896,520			48,362,889			(1.09	)
	Nonperforming assets		1,144,602			1,562,804			36.54
	Total deposits		58,338,959			66,270,584			13.60
	Medium- and long-term debt		5,131,068			4,702,403			(8.35	)
	UNBC Stockholder's equity		7,429,500			9,941,892			33.82
Balance sheet (period average):
	Total assets	$	71,495,226		$	85,510,707			19.60	%
	Total securities(2)		8,612,531			23,088,490			nm
	Total loans		49,556,222			47,827,078			(3.49	)
	Earning assets		65,008,223			78,135,432			20.19
	Total deposits		54,352,412			68,104,408			25.30
	UNBC Stockholder's equity		7,303,050			9,630,657			31.87
Financial ratios:
	Return on average assets(3)		(0.45	)%		0.72	%
	Return on average UNBC stockholder's equity(3)		(4.39	)		6.40
	Efficiency ratio(4)		68.28			64.86
	Net interest margin(1)(3)		3.41			3.09
	Tangible common equity ratio(5)		6.56			8.83
	Tier 1 common capital ratio(6)		8.66			11.93
	Tier 1 risk-based capital ratio.		8.68			11.95
	Total risk-based capital ratio		11.54			14.64
	Leverage ratio		7.89			9.23
	Allowance for loan losses to total loans(7)		2.21			2.81
	Allowance for loan losses to nonaccrual loans(7)		98.14			100.38
	Allowance for credit losses to total loans(8)		2.55			3.16
	Allowance for credit losses to nonaccrual loans(8)		113.24			113.13
	Net loans charged off to average total loans(3)		1.23			0.78
	Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale		2.34			3.22
	Nonperforming assets to total assets		1.55			1.85
	Nonaccrual loans to total loans		2.25			2.80
Excluding FDIC covered assets(9):
	Allowance for loan losses to total loans(7)		N/A			2.92
	Allowance for loan losses to nonaccrual loans(7)		N/A			102.17
	Allowance for credit losses to total loans(8)		N/A			3.29
	Allowance for credit losses to nonaccrual loans(8)		N/A			115.14
	Net loans charged off to average total loans(3)		N/A			0.81
	Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale		N/A			2.97
	Nonperforming assets to total assets		N/A			1.68
	Nonaccrual loans to total loans		N/A			2.86

(1): Amounts are on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2): Total securities consist of securities available for sale and securities held to maturity.
(3): Annualized.
(4): The efficiency ratio is net noninterest expense (noninterest expense excluding foreclosed asset expense (income), the provision for (reversal of) losses on off-balance sheet commitments, low income housing credit (LIHC) investment amortization expense, expenses of the consolidated variable interest entities (VIEs) and one-time costs related to the acquisitions of certain assets and liabilities of Frontier Bank (Frontier) and Tamalpais Bank (Tamalpais)) as a percentage of total revenue (net interest income (taxable-equivalent basis) and noninterest income.)
(5): The tangible common equity ratio, a non-GAAP financial measure, is calculated as tangible equity (UNBC stockholder's equity less goodwill and intangible assets net of related deferred taxes of $247.3 million and $191.6 million at June 30, 2009 and 2010, respectively) divided by tangible assets (total assets less goodwill and intangible assets net of related deferred taxes). The methodology of determining tangible common equity may differ among companies. The tangible common equity ratio has been included to facilitate the understanding of the Company's capital structure and for use in assessing and comparing the quality and composition of UNBC's capital structure to other financial institutions.
(6): The Tier 1 common capital ratio is the ratio of Tier 1 capital, less qualifying trust preferred securities of $13 million at June 30, 2009 and 2010, to risk weighted assets. The Tier 1 common capital ratio, a non-GAAP financial measure, has been included to facilitate the understanding of the Company's capital structure and for use in assessing and comparing the quality and composition of UNBC's capital structure to other financial institutions.
(7): The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans or total nonaccrual loans, as appropriate.
(8): The allowance for credit losses ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total loans or total nonaccrual loans, as appropriate.
(9): These ratios exclude the impact of the acquired loans and foreclosed assets, which are covered under loss share agreements between Union Bank, N.A. and the Federal Deposit Insurance Corporation. Such agreements are related to the April 2010 acquisitions of certain assets and assumption of certain liabilities of Frontier and Tamalpais.

nm = not meaningful

N/A = not applicable for periods prior to the April 2010 Frontier and Tamalpais transactions.

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UnionBanCal Corporation and Subsidiaries
Consolidated Financial Highlights
(Unaudited)

		As of and for the Six Months Ended

(Dollars in thousands)		June 30, 2009			June 30, 2010			Percent Change
Results of operations:
	Net interest income(1)	$	1,115,714		$	1,179,569			5.72	%
	Provision for loan losses		609,000			214,000			(64.86	)
	Noninterest income		357,929			454,199			26.90
	Noninterest expense		1,053,441			1,108,772			5.25

	Income (loss) before income taxes and including noncontrolling interests(1)		(188,798	)		310,996			nm
	Taxable-equivalent adjustment		5,365			4,823			(10.10	)
	Income tax expense (benefit)		(104,348	)		81,665			nm

	Net income (loss) including noncontrolling interests		(89,815	)		224,508			nm
	Deduct: Net loss from noncontrolling interests		—			6,595			nm

	Net income (loss) attributable to UNBC	$	(89,815	)	$	231,103			nm

Balance sheet (end of period):
	Total assets	$	73,984,788		$	84,309,990			13.96	%
	Total securities(2)		8,574,553			23,054,467			nm
	Total loans		48,896,520			48,362,889			(1.09	)
	Nonperforming assets		1,144,602			1,562,804			36.54
	Total deposits		58,338,959			66,270,584			13.60
	Medium- and long-term debt		5,131,068			4,702,403			(8.35	)
	UNBC Stockholder's equity		7,429,500			9,941,892			33.82
Balance sheet (period average):
	Total assets	$	69,296,183		$	85,162,313			22.90	%
	Total securities(2)		8,491,983			23,316,311			nm
	Total loans		49,671,989			47,340,005			(4.69	)
	Earning assets		62,743,021			78,223,154			24.67
	Total deposits		50,514,116			67,972,012			34.56
	UNBC Stockholder's equity		7,319,518			9,581,811			30.91
Financial ratios:
	Return on average assets(3)		(0.26	)%		0.55	%
	Return on average UNBC stockholder's equity(3)		(2.47	)		4.86
	Efficiency ratio(4)		66.98			64.92
	Net interest margin(1)(3)		3.56			3.02
	Tangible common equity ratio(5)		6.56			8.83
	Tier 1 common capital ratio(6)		8.66			11.93
	Tier 1 risk-based capital ratio		8.68			11.95
	Total risk-based capital ratio		11.54			14.64
	Allowance for loan losses to total loans(7)		2.21			2.81
	Allowance for loan losses to nonaccrual loans(7)		98.14			100.38
	Allowance for credit losses to total loans(8)		2.55			3.16
	Allowance for credit losses to nonaccrual loans(8)		113.24			113.13
	Net loans charged off to average total loans(3)		1.09			0.91
	Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale		2.34			3.22
	Nonperforming assets to total assets		1.55			1.85
	Nonaccrual loans to total loans		2.25			2.80
Excluding FDIC covered assets(9):
	Allowance for loan losses to total loans(7)		N/A			2.92
	Allowance for loan losses to nonaccrual loans(7)		N/A			102.17
	Allowance for credit losses to total loans(8)		N/A			3.29
	Allowance for credit losses to nonaccrual loans(8)		N/A			115.14
	Net loans charged off to average total loans(3)		N/A			0.92
	Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale		N/A			2.97
	Nonperforming assets to total assets		N/A			1.68
	Nonaccrual loans to total loans		N/A			2.86

(1): Amounts are on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2): Total securities consist of securities available for sale and securities held to maturity.
(3): Annualized.
(4): The efficiency ratio is net noninterest expense (noninterest expense excluding foreclosed asset expense (income), the provision for (reversal of) losses on off-balance sheet commitments, LIHC investment amortization expense, expenses of the consolidated VIEs and one-time costs related to the acquisitions of certain assets and liabilities of Frontier and Tamalpais) as a percentage of total revenue (net interest income (taxable-equivalent basis) and noninterest income.)
(5): The tangible common equity ratio, a non-GAAP financial measure, is calculated as tangible equity (UNBC stockholder's equity less goodwill and intangible assets net of related deferred taxes of $247.3 million and $191.6 million at June 30, 2009 and 2010, respectively) divided by tangible assets (total assets less goodwill and intangible assets net of related deferred taxes). The methodology of determining tangible common equity may differ among companies. The tangible common equity ratio has been included to facilitate the understanding of the Company's capital structure and for use in assessing and comparing the quality and composition of UNBC's capital structure to other financial institutions.
(6): The Tier 1 common capital ratio is the ratio of Tier 1 capital, less qualifying trust preferred securities of $13 million at June 30, 2009 and 2010, to risk weighted assets. The Tier 1 common capital ratio, a non-GAAP financial measure, has been included to facilitate the understanding of the Company's capital structure and for use in assessing and comparing the quality and composition of UNBC's capital structure to other financial institutions.
(7): The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans or total nonaccrual loans, as appropriate.
(8): The allowance for credit losses ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total loans or total nonaccrual loans, as appropriate.
(9): These ratios exclude the impact of the acquired loans and foreclosed assets, which are covered under loss share agreements between Union Bank, N.A. and the Federal Deposit Insurance Corporation. Such agreements are related to the April 2010 acquisitions of certain assets and assumption of certain liabilities of Frontier and Tamalpais.

nm = not meaningful

N/A = not applicable for periods prior to the April 2010 Frontier and Tamalpais transactions.

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Item 1. Financial Statements

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Income
(Unaudited)

			For the Three Months Ended June 30,					For the Six Months Ended June 30,

(Dollars in thousands)			2009			2010		2009			2010
Interest Income
	Loans		$	584,532		$	568,852	$	1,186,374		$	1,108,426
	Securities			98,385			134,591		201,282			277,927
	Interest bearing deposits in banks			3,550			3,696		4,450			7,751
	Federal funds sold and securities purchased under resale agreements			97			150		238			269
	Trading account assets			210			585		360			1,404

		Total interest income		686,774			707,874		1,392,704			1,395,777

Interest Expense
	Deposits			100,186			78,477		205,224			164,039
	Federal funds purchased and securities sold under repurchase agreements			19			41		72			78
	Commercial paper			954			289		2,546			529
	Other borrowed funds			5,616			1,172		17,093			2,374
	Medium- and long-term debt			29,415			27,175		56,944			53,416
	Trust notes			238			327		476			595

		Total interest expense		136,428			107,481		282,355			221,031

Net Interest Income				550,346			600,393		1,110,349			1,174,746
	Provision for loan losses			360,000			44,000		609,000			214,000

		Net interest income after provision for loan losses		190,346			556,393		501,349			960,746

Noninterest Income
	Service charges on deposit accounts			71,843			63,843		143,165			129,983
	Trust and investment management fees			34,130			34,244		68,037			65,664
	Securities gains (losses), net			(172	)		27,244		(172	)		61,137
	Trading account activities			16,251			25,379		38,943			46,472
	Merchant banking fees			19,924			22,223		33,756			35,899
	Card processing fees, net			8,124			12,856		15,660			21,476
	Brokerage commissions and fees			8,506			10,906		16,813			19,434
	Other			24,607			47,599		41,727			74,134

		Total noninterest income		183,213			244,294		357,929			454,199

Noninterest Expense
	Salaries and employee benefits			233,057			319,691		476,620			599,277
	Net occupancy			43,222			46,441		85,143			89,821
	Intangible asset amortization			40,281			30,613		81,168			62,406
	Regulatory agencies			52,836			30,526		70,774			60,374
	Outside services			22,948			24,269		41,782			47,054
	Professional services			19,489			26,103		35,427			42,464
	Equipment			16,602			16,929		32,015			32,740
	Software			14,205			15,831		29,243			30,559
	Foreclosed asset expense			3,282			871		4,168			673
	(Reversal of) provision for losses on off-balance sheet commitments			15,000			1,000		41,000			(4,000	)
	Privatization-related expense			7,433			426		34,252			5,579
	Other			63,703			71,500		121,849			141,825

		Total noninterest expense		532,058			584,200		1,053,441			1,108,772

	Income (loss) before income taxes and including noncontrolling interests			(158,499	)		216,487		(194,163	)		306,173
	Income tax expense (benefit)			(78,492	)		66,264		(104,348	)		81,665

Net Income (Loss) including Noncontrolling Interests				(80,007	)		150,223		(89,815	)		224,508
Deduct: Net loss from noncontrolling interests				—			3,536		—			6,595

Net Income (Loss) attributable to UNBC			$	(80,007	)	$	153,759	$	(89,815	)	$	231,103

See accompanying notes to consolidated financial statements.

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UnionBanCal Corporation and Subsidiaries
Consolidated Balance Sheets
(Unaudited)

(Dollars in thousands)				June 30, 2009			December 31, 2009			June 30, 2010

Assets
Cash and due from banks				$	1,285,780		$	1,198,258		$	1,221,462
Interest bearing deposits in banks (includes $13,176 at June 30, 2010 related to consolidated variable interest entities (VIEs))					8,556,837			6,585,029			2,873,014
Federal funds sold and securities purchased under resale agreements					198,955			442,552			287,698

			Total cash and cash equivalents		10,041,572			8,225,839			4,382,174
Trading account assets:
	Pledged as collateral				51,714			15,168			64,106
	Held in portfolio				853,922			710,480			1,054,994
Securities available for sale:
	Pledged as collateral				—			2,500			—
	Held in portfolio				7,403,173			22,556,329			21,788,581
Securities held to maturity (Fair value: June 30, 2009, $1,112,813; December 31, 2009, $1,457,654; and June 30, 2010, $1,433,596)					1,171,380			1,227,718			1,265,886
Loans:
	Loans, excluding Federal Deposit Insurance Corporation (FDIC) covered loans				48,896,520			47,228,508			46,498,887
	FDIC covered loans				—			—			1,864,002

		Total loans			48,896,520			47,228,508			48,362,889
		Allowance for loan losses			(1,081,633	)		(1,357,000	)		(1,357,869	)

			Loans, net		47,814,887			45,871,508			47,005,020
Due from customers on acceptances					19,944			8,514			11,446
Premises and equipment, net					664,673			674,298			669,302
Intangible assets					641,406			561,040			517,311
Goodwill					2,369,326			2,369,326			2,416,979
FDIC indemnification asset					—			—			908,771
Other assets (includes $293,881 at June 30, 2010 related to consolidated VIEs)					2,952,791			3,375,408			4,225,420

			Total assets	$	73,984,788		$	85,598,128		$	84,309,990

Liabilities
Noninterest bearing				$	14,926,564		$	14,558,989		$	15,319,290
Interest bearing					43,412,395			53,958,664			50,951,294

			Total deposits		58,338,959			68,517,653			66,270,584
Federal funds purchased and securities sold under repurchase agreements					203,205			150,453			101,516
Commercial paper					492,127			888,541			610,580
Other borrowed funds					606,019			591,934			286,275
Trading account liabilities					690,704			538,894			815,282
Acceptances outstanding					19,944			8,514			11,446
Other liabilities (includes $1,841 at June 30, 2010 related to consolidated VIEs)					1,059,508			1,096,095			1,278,223
Medium- and long-term debt (includes $7,853 at June 30, 2010 related to consolidated VIEs)					5,131,068			4,212,184			4,702,403
Junior subordinated debt payable to subsidiary grantor trust					13,754			13,527			13,419

			Total liabilities		66,555,288			76,017,795			74,089,728

Commitments, contingencies and guarantees—See Note 16
Equity
UNBC Stockholder's Equity:
	Preferred stock:
		Authorized 5,000,000 shares; no shares issued or outstanding			—			—			—
	Common stock, par value $1 per share:
		Authorized 300,000,000 shares; 136,330,829 shares issued			136,331			136,331			136,331
	Additional paid-in capital				3,195,023			5,195,023			5,195,023
	Retained earnings				4,874,987			4,899,841			5,130,944
	Accumulated other comprehensive loss				(776,841	)		(650,862	)		(520,406	)

			Total UNBC stockholder's equity		7,429,500			9,580,333			9,941,892
Noncontrolling interests					—			—			278,370

			Total equity		7,429,500			9,580,333			10,220,262

			Total liabilities and equity	$	73,984,788		$	85,598,128		$	84,309,990

See accompanying notes to consolidated financial statements.

Table of Contents

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Changes in Stockholder's Equity
(Unaudited)

(Dollars in thousands)			Common stock		Additional paid-in capital		Retained earnings			Accumulated other comprehensive income (loss)			Noncontrolling interests(1)			Total stockholder's equity

BALANCE DECEMBER 31, 2008			$	136,331	$	3,195,023	$	4,964,802		$	(811,851	)	$	—		$	7,484,305

Comprehensive loss:
	Net loss—For the six months ended June 30, 2009							(89,815	)								(89,815	)
	Other comprehensive income (loss), net of tax:
		Net change in unrealized gains on cash flow hedges									(13,577	)					(13,577	)
		Net change in unrealized losses on securities									40,985						40,985
		Foreign currency translation adjustment									201						201
		Net change in pension and other benefits									7,401						7,401

Total comprehensive loss, net of tax																	(54,805	)

Net change				—		—		(89,815	)		35,010			—			(54,805	)

BALANCE JUNE 30, 2009			$	136,331	$	3,195,023	$	4,874,987		$	(776,841	)	$	—		$	7,429,500

BALANCE DECEMBER 31, 2009			$	136,331	$	5,195,023	$	4,899,841		$	(650,862	)	$	—		$	9,580,333

Cumulative effect of change in accounting for VIEs(1)														271,923			271,923
Comprehensive income:
	Net income (loss)—For the six months ended June 30, 2010							231,103						(6,595	)		224,508
	Other comprehensive income (loss), net of tax:
		Net change in unrealized gains on cash flow hedges									(31,620	)					(31,620	)
		Net change in unrealized losses on securities									154,943						154,943
		Foreign currency translation adjustment									(450	)					(450	)
		Net change in pension and other benefits									7,583						7,583

Total comprehensive income, net of tax																	354,964
Other														13,042			13,042

Net change				—		—		231,103			130,456			278,370			639,929

BALANCE JUNE 30, 2010			$	136,331	$	5,195,023	$	5,130,944		$	(520,406	)	$	278,370		$	10,220,262

(1): For additional information on the consolidated VIEs, refer to Note 8 to these consolidated financial statements.

See accompanying notes to consolidated financial statements.

Table of Contents

UnionBanCal Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

				For the Six Months Ended June 30,

(Dollars in thousands)				2009			2010
Cash Flows from Operating Activities:
	Net income (loss) including noncontrolling interests			$	(89,815	)	$	224,508
	Adjustments to reconcile net income to net cash provided by (used in) operating activities:
		Provision for loan losses			609,000			214,000
		(Reversal of) provision for losses on off-balance sheet commitments			41,000			(4,000	)
		Depreciation, amortization and accretion, net			81,551			129,847
		Deferred income taxes			(34,590	)		10,397
		Net losses (gains) on sales of securities			172			(61,137	)
		Net decrease (increase) in trading account assets			311,143			(393,452	)
		Net increase in prepaid expenses			(23,188	)		(36,933	)
		Net increase in fees and other receivable			(55,404	)		(176,299	)
		Net increase in other assets			(326,619	)		(220,239	)
		Net increase (decrease) in accrued expenses			(253,101	)		25,640
		Net increase (decrease) in trading account liabilities			(343,959	)		276,388
		Net increase (decrease) in other liabilities			(413,091	)		11,322
		Loans originated for resale			(64,953	)		—
		Net proceeds from sale of loans originated for resale			37,531			—
		Other, net			31,430			(4,394	)
		Discontinued operations, net			(6,027	)		—

			Total adjustments		(409,105	)		(228,860	)

	Net cash used in operating activities				(498,920	)		(4,352	)

Cash Flows from Investing Activities:
	Proceeds from sales of securities available for sale				24,234			2,090,143
	Proceeds from matured and called securities available for sale				1,191,246			2,851,795
	Purchases of securities available for sale				(1,513,612	)		(3,811,723	)
	Proceeds from matured securities held to maturity				2,366			2,049
	Purchases of premises and equipment, net				(38,854	)		(40,475	)
	Net decrease in loans				442,279			575,686
	Net cash acquired from acquisitions				—			272,175
	Other, net				(1,566	)		(2,950	)

	Net cash provided by investing activities				106,093			1,936,700

Cash Flows from Financing Activities:
	Net increase (decrease) in deposits				12,289,190			(5,135,017	)
	Net increase (decrease) in federal funds purchased and securities sold under repurchase agreements				30,447			(50,877	)
	Net decrease in commercial paper and other borrowed funds				(7,262,778	)		(584,900	)
	Proceeds from issuance of medium- and long-term debt				1,625,000			1,000,000
	Repayment of medium-term debt				(750,000	)		(1,018,535	)
	Other, net				201			(450	)
	Change in noncontrolling interests				—			13,042
	Discontinued operations, net				(1,929	)		—

	Net cash provided by (used in) financing activities				5,930,131			(5,776,737	)

Net increase (decrease) in cash and cash equivalents					5,537,304			(3,844,389	)
Cash and cash equivalents at beginning of period					4,504,345			8,225,839
Effect of exchange rate changes on cash and cash equivalents					(77	)		724

Cash and cash equivalents at end of period				$	10,041,572		$	4,382,174

Cash Paid During the Period For:
	Interest			$	304,247		$	222,762
	Income taxes, net				289,040			62,358
Supplemental Schedule of Noncash Investing and Financing Activities:
	Acquisitions:
		Fair value of assets acquired		$	—		$	3,225,566
		Fair value of liabilities assumed			—			3,497,741
	Securities available for sale transferred to securities held to maturity				1,144,036			—
	Loans transferred to foreclosed assets (OREO)				32,371			53,922

See accompanying notes to consolidated financial statements.

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements

(Unaudited)

Note 1—Basis of Presentation and Nature of Operations

The unaudited consolidated financial statements of UnionBanCal Corporation and subsidiaries 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 (SEC). However, they do not include all of the disclosures necessary for annual financial statements in conformity with US GAAP. In the opinion of management, all adjustments, consisting of normal recurring accruals, considered necessary for a fair presentation have been included. The results of operations for the period ended June 30, 2010 are not necessarily indicative of the operating results anticipated for the full year. These unaudited consolidated financial statements should be read in conjunction with the audited consolidated financial statements included in UnionBanCal Corporation's Annual Report on Form 10-K for the year ended December 31, 2009 (2009 Form 10-K). 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 compared to those estimates.

UnionBanCal Corporation is a financial holding company and commercial bank holding company whose major subsidiary, Union Bank, N.A. (the Bank), is a commercial bank. UnionBanCal Corporation and its subsidiaries (the Company) provide a wide range of financial services to consumers, small businesses, middle-market companies and major corporations, primarily in California, Oregon, Washington, and Texas as well as nationally and internationally.

On April 16 and April 30, 2010, the Bank entered into Purchase and Assumption Agreements (Agreements) with the Federal Deposit Insurance Corporation (FDIC) to acquire certain assets and assume certain liabilities of Tamalpais Bank and Frontier Bank, respectively. Pursuant to the Agreements, the Bank acquired $571.5 million and $2.9 billion of assets at fair value related to Tamalpais Bank and Frontier Bank, respectively. See Note 3 to these consolidated financial statements in this Form 10-Q for additional information about the transactions.

On November 4, 2008, the Company became a privately held company (privatization transaction). All of the Company's issued and outstanding shares of common stock are owned by The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU). Prior to the transaction, BTMU owned approximately 64 percent of the Company's outstanding shares of common stock.

See Note 4 to these consolidated financial statements for additional information on the Company's privatization transaction.

Note 2—Recently Issued Accounting Pronouncements

Accounting for Transfers of Financial Assets

In December 2009, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update (ASU) 2009-16, "Accounting for Transfers of Financial Assets" which formally codifies Statement of Financial Accounting Standards (SFAS) No. 166, "Accounting for Transfers of Financial Assets—an amendment of FASB Statement 140," which was issued in June 2009. The guidance eliminates the concept of qualifying special purpose entities (QSPEs) and modifies financial asset derecognition criteria. The elimination of the exception for QSPEs will likely result in many sponsors that transferred financial assets to such vehicles to consolidate them. The derecognition modifications require that companies consider all

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 2—Recently Issued Accounting Pronouncements (Continued)

arrangements such that the transferred financial asset is legally isolated from the transferor and any of its consolidated affiliates when determining whether derecognition is appropriate for a transferred financial asset. For a transfer of a portion of a financial asset to be derecognized, it must meet the definition of a participating interest. The guidance also requires that all beneficial interests retained in transferred financial assets be initially measured at fair value. Disclosures are amended to require description of a company's continuing involvement with transferred financial assets and details regarding financial or other support provided. The guidance was effective January 1, 2010. At adoption, there was no impact on the Company's financial position or results of operations.

Consolidation Criteria for Variable Interest Entities

In December 2009, the FASB issued ASU 2009-17, "Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities" which formally codifies SFAS No. 167, "Amendments to FASB Interpretation No. 46(R)" which was issued in June 2009. The guidance changes the method of analyzing which party shall consolidate a variable interest entity (VIE) by providing revised criteria for determining the primary beneficiary. A company would be required to determine the primary beneficiary of a VIE on a continual basis based on a qualitative assessment of which party, if any, has the power to direct activities and the right to receive benefits or the obligation to absorb losses. The guidance also states that if power is shared by multiple parties such that no one party has the power to direct the activities, then no party shall consolidate the VIE. Disclosures are also amended to require disclosure of continuing involvement with VIEs and judgments used in the consolidation analysis such as the method, significant judgments and assumptions used for determining the primary beneficiary. The guidance was effective January 1, 2010. As a result of reviewing the Company's VIEs and the determination of the primary beneficiary, the Company consolidated certain Low Income Housing Tax Credit investment funds. At adoption, management recorded increases in total assets of $281 million, liabilities of $9 million and stockholder's equity attributable to noncontrolling interests of $272 million. This guidance did not have a material impact on the Company's results of operations. Disclosures required under this guidance are included in Note 8 to these consolidated financial statements.

Improving Disclosures about Fair Value Measurements

In January 2010, the FASB issued ASU 2010-06, "Improving Disclosures about Fair Value Measurements." This guidance amends FASB Accounting Standards Codification (ASC) 820-10, "Fair Value Measurements and Disclosures" with respect to disclosures. Specifically, this guidance requires the disclosure of transfers in and out of Level 1 and Level 2 and a gross presentation within the Level 3 rollforward. This guidance also clarifies that the information should be presented by class of financial asset or liability and that a discussion of valuation techniques and inputs is required for Level 2 and Level 3 recurring and nonrecurring fair value measurements. The guidance, which applies only to disclosures, was effective March 31, 2010 except for the gross presentation within the Level 3 rollforward, which is effective March 31, 2011. Disclosures required under this guidance are included in Note 14 to these consolidated financial statements.

Scope Exception Related to Embedded Derivatives

In March 2010, the FASB issued ASU 2010-11, "Scope Exception Related to Embedded Derivatives." This guidance clarifies the scope exception for embedded credit derivatives and defines which embedded credit derivatives should be evaluated for bifurcation and separate accounting. This guidance is effective

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 2—Recently Issued Accounting Pronouncements (Continued)

July 1, 2010 with early adoption permitted. Management has chosen not to early adopt and believes that this guidance will not have a significant impact on the Company's financial position or results of operations.

Effect of a Loan Modification When the Loan is Part of a Pool that is Accounted for as a Single Asset

In April 2010, the FASB issued ASU 2010-18, "Effect of a Loan Modification When the Loan is Part of a Pool that is Accounted for as a Single Asset: a Consensus of the FASB Emerging Issues Task Force." This guidance states that troubled debt restructuring accounting cannot be applied to individual loans within purchased credit-impaired loan pools. This guidance is effective for modifications of loans accounted for within pools after July 1, 2010. Early adoption is permitted and prospective application should be applied. Management has chosen not to early adopt and believes that this guidance will not have a significant impact on the Company's financial position or results of operations.

Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses

In July 2010, the FASB issued ASU 2010-20, "Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses." This guidance, which relates solely to disclosures, requires expanded disclosures related to the credit quality of financing receivables and the related allowance for credit losses. The new disclosures require an aging of past due receivables and credit quality indicators at the end of each reporting period. This guidance also requires that new and existing disclosures be disaggregated by portfolio segment or class of financing receivable including existing disclosures related to the allowance for credit losses, nonaccrual status and impairment. The guidance, related to disclosures as of the end of the reporting period, is effective as of December 31, 2010; and the guidance, related to disclosures about activity occurring during the reporting period, is effective beginning in January 1, 2011.

Note 3—Business Combinations

Frontier Bank:

On April 30, 2010, the Bank entered into a purchase and assumption agreement with the FDIC to acquire certain assets and assume certain liabilities of Frontier Bank (Frontier), a Washington state-chartered commercial bank headquartered in Everett, Washington. This acquisition increased the Bank's market share in the Pacific Northwest. Frontier operated 50 locations in Washington and Oregon.

Excluding the effects of purchase accounting adjustments, the Bank acquired total assets of $3.2 billion, including $2.7 billion in loans, $173.9 million of other real estate owned (OREO) and $78.6 million of securities available for sale. Additionally, the Bank assumed $2.5 billion of deposits and $369.4 million of borrowings and other liabilities. The assets were acquired at an 11 percent discount to Frontier's book value and the deposits were assumed without a premium. The Bank recorded a payable to the FDIC totaling $9.5 million, which is included in other liabilities on the consolidated balance sheet, for consideration of the net assets acquired (i.e., the net difference between the assets acquired and the liabilities assumed). This amount is payable within one year of the acquisition date and is outstanding at June 30, 2010.

In connection with the acquisition, the Bank also entered into two loss share agreements with the FDIC—one for single-family residential mortgage loans and one for commercial loans, the related unfunded commitments and other covered assets. All acquired loans and OREO, totaling $2.9 billion, are covered by loss

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3—Business Combinations (Continued)

share agreements (covered assets) between the FDIC and the Bank. Pursuant to the terms of these loss share agreements, the FDIC's obligation to reimburse the Bank for losses on the covered assets begins with the first dollar of loss incurred. The terms of the loss share agreements with respect to all covered assets provide for the FDIC to reimburse the Bank for 80 percent of covered losses, plus three months of foregone interest. Gains and recoveries on covered assets will offset losses, or be paid to the FDIC, at the loss share percentage at the time of recovery. The covered OREO is included in other assets on the consolidated balance sheet.

The following table presents the covered assets and the estimated fair value at the acquisition date:

(Dollars in thousands)	Amount Covered		Fair Value

Loans held for investment	$	2,710,370	$	1,566,888
OREO		173,905		154,566

Total	$	2,884,275	$	1,721,454

The amounts covered by the loss share agreements are the pre-acquisition book values of the underlying assets, the contractual balance of unfunded commitments that were acquired, and certain future expenses associated with managing defaulted loans and OREO. The loss share agreement applicable to single-family residential mortgage loans provides for FDIC loss sharing and the Bank reimbursement of recoveries to the FDIC, in each case as described above, for ten years. The loss share agreement applicable to commercial loans, the related unfunded commitments, and other covered assets provides for FDIC loss sharing for five years and the Bank reimbursement of recoveries to the FDIC for eight years, in each case as described above. The agreements with the FDIC also include a provision that may result in a lump-sum payment to the FDIC approximately ten years from the acquisition date by the Bank if net losses on covered assets are less than the original loss estimates established by the FDIC at acquisition, subject to certain adjustments.

The purchase and assumption and loss share agreements have specific and detailed compliance, servicing, notification and reporting requirements. Any failure to comply with the requirements of the loss share agreements, or to properly service the loans and OREO covered by any loss share arrangement, may cause individual loans or loan pools to lose their eligibility for loss share payments from the FDIC. The fair value of the loss share agreements was recorded as an indemnification asset at an estimated fair value of $860 million on the acquisition date and is included on the consolidated balance sheet. The difference between the present value and the undiscounted cash flows that we expect to collect from the FDIC is accreted into noninterest income over the life of the FDIC indemnification asset. The FDIC indemnification asset is adjusted for any changes in expected cash flows based on the loan performance. Any increases in cash flows of the loans due to decreases in expected credit losses over those originally expected will lower the accretion rate recorded in noninterest income. Any decreases in cash flows of the loans over those originally expected will increase the FDIC indemnification asset.

The contribution of the Frontier transaction to the Company's results of operations for the period May 1 to June 30, 2010 is as follows: revenue of $25.6 million, noninterest expense of $11.1 million and income before income taxes of $14.5 million. These amounts include the accretion related to the covered assets and FDIC indemnification asset recorded during the second quarter of 2010.

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3—Business Combinations (Continued)

Assets Acquired and Liabilities Assumed:

The assets acquired and liabilities assumed were recorded at their acquisition date fair values. These fair value estimates are considered preliminary and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available. In addition, the tax treatment of FDIC-assisted acquisitions is complex and subject to interpretations that may result in future adjustments of deferred taxes as of the acquisition date.

The following table presents the net assets acquired from Frontier and the estimated purchase accounting adjustments, which resulted in goodwill as of the acquisition date:

(Dollars in thousands)

Net assets acquired			$	363,146
Purchase accounting adjustments:
	FDIC covered loans			(1,143,482	)
	Core deposit intangible asset			12,650
	FDIC indemnification asset			859,973
	FDIC covered OREO			(19,339	)
	Deposits			(4,945	)
	FDIC indemnification liability			(36,626	)
	Advances from Federal Home Loan Bank (FHLB)			(23,065	)
	Other assets/liabilities, net			(9,522	)

		Total purchase accounting adjustments		(364,356	)
Fair value of net assets acquired				(1,210	)
FDIC payable				(9,459	)

Goodwill			$	10,669

The goodwill arising from the acquisition reflects the increased market share and related synergies that are expected to be gained. The goodwill was assigned to the Company's Retail Banking and Corporate Banking reportable business segments. See Note 7 to these consolidated financial statements for additional information on the goodwill allocation. All of the goodwill and core deposit intangible assets recognized are deductible for income tax purposes.

The Bank did not immediately acquire the banking facilities, including furniture, fixtures, and equipment, as part of the Agreement. However, the Bank had the option to purchase these assets and assume leases from the FDIC for a term expiring 90 days after the acquisition date, unless extended. The Bank extended the option to purchase these assets to September 30, 2010 and is evaluating which banking facilities and equipment it may purchase or lease. These assets are currently leased from the FDIC on a month-to-month basis.

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3—Business Combinations (Continued)

The following table reflects the estimated fair values of the assets acquired and liabilities assumed for the Frontier transaction on the acquisition date:

(Dollars in thousands)

Assets:
	Cash and due from banks			$	35,953
	Interest bearing deposits in banks				5,000
	Federal funds sold				178,395

			Total cash and cash equivalents		219,348
	Securities available for sale				78,587
	FDIC covered loans				1,566,888
	Goodwill				10,669
	Core deposit intangible				12,650
	FDIC indemnification asset				859,973
	FDIC covered OREO				154,566
	Other assets				23,611

			Total assets acquired	$	2,926,292

Liabilities:
	Deposits:
		Noninterest bearing		$	303,433
		Interest bearing			2,184,304

			Total deposits		2,487,737
	Federal funds purchased and securities sold under repurchase agreement				1,940
	Advances from FHLB				383,359
	Other borrowed funds				1,280
	Other liabilities				51,976

			Total liabilities assumed	$	2,926,292

The following is a description of the methods used to determine the acquisition date fair values of significant assets and liabilities presented above.

Loans

Fair values for loans were based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, risk classification, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans, where available, and include adjustments for liquidity concerns. To the extent comparable market rates are not readily available, a discount rate was derived based on the assumptions of market participant's cost of funds, servicing costs, and return requirements for comparable risk assets.

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 3—Business Combinations (Continued)

Other real estate owned

OREO is presented at the estimated present value that management expects to receive when the property is sold, net of related costs of disposal.

FDIC indemnification asset

The FDIC indemnification asset is measured separately from the related covered assets as it is not contractually embedded in the assets and is not transferable with the assets should the Bank choose to dispose of them. The fair value was estimated using projected cash flows related to the loss share agreements based on the expected reimbursements for losses and the applicable loss share percentages. The expected reimbursements do not include reimbursable amounts related to future covered expenditures. These cash flows were discounted to reflect the uncertainty of the timing and receipt of the loss share reimbursements from the FDIC.

Deposits

The fair values used for the demand, transaction accounts and savings deposits are, by definition, equal to the amount payable on demand at the reporting date. The fair values for time deposits are estimated using a discounted cash flow calculation that applies interest rates currently being offered to the interest rates embedded on such time deposits.

Advances from the Federal Home Loan Bank

The advances from FHLB were recorded at their estimated fair value, which was based on quoted prices supplied by the FHLB. Subsequent to the acquisition dates, all of these advances were repaid in full.

Tamalpais Bank:

On April 16, 2010, the Bank entered into a purchase and assumption agreement with the FDIC to acquire certain assets and assume certain liabilities of Tamalpais Bank of San Rafael, California (Tamalpais). Tamalpais operated 7 branches in California. Excluding the effects of purchase accounting adjustments, the Bank acquired total assets of $616.8 million, including $497.8 million in loans, and assumed $421.0 million of deposits. Certain of the assumed deposits were acquired at a premium of 2 percent and the assets were acquired at a discount to Tamalpais' book value of 10 percent.

In connection with the acquisition, the Bank also entered into two loss share agreements, which have terms similar to those contained in the Frontier transaction with the FDIC. At Tamalpais' acquisition date, covered assets totaled $506.2 million with a fair value of $380.9 million. The assets acquired and liabilities assumed were recorded at acquisition date fair values. The methods used for determining fair values were consistent with those used for Frontier as described above. These fair value estimates are considered preliminary and are subject to change for up to one year after the closing date of the acquisition as additional information relative to closing date fair values becomes available.

Note 4—Privatization

The privatization transaction was accounted for as a business combination and the purchase price was pushed down to the Company's consolidated financial statements. Accordingly, the purchase price paid by

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 4—Privatization (Continued)

BTMU plus related purchase accounting adjustments have been reflected on the Company's consolidated balance sheet as of October 1, 2008. This resulted in a new basis of accounting, which reflects an adjustment for the estimated fair value of the Company's assets and liabilities. After all of the fair value adjustments to the Company's assets and liabilities were assigned, the remainder of the purchase price was recorded as goodwill.

The Company recorded amortization (accretion) of the fair value adjustments by category for the three and six months ended June 30, 2009 and 2010 as follows:

		For the Three Months Ended June 30,						For the Six Months Ended June 30,

(Dollars in thousands)		2009			2010			2009			2010
Securities		$	(10,181	)	$	(7,557	)	$	(16,968	)	$	(14,131	)
Loans			(21,749	)		(12,934	)		(54,614	)		(27,267	)
Cash flow hedges			3,565			683			7,330			1,756
Premises and equipment			2,007			2,285			4,055			4,437
Intangible assets			39,859			30,019			80,383			61,607
Long-term debt			910			910			1,820			1,820

	Total amortization	$	14,411		$	13,406		$	22,006		$	28,222

The Company recorded expenses for the privatization transaction for the three and six months ended June 30, 2009 and 2010 as follows:

	For the Three Months Ended June 30,				For the Six Months Ended June 30,

(Dollars in thousands)	2009		2010		2009		2010
Salaries and employee benefits⁽¹⁾	$	6,768	$	426	$	32,949	$	5,579
Professional services		662		—		1,267		—
Other		3		—		36		—

Total	$	7,433	$	426	$	34,252	$	5,579

(1): Represents the amortization of the bridge award compensation.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities

The amortized cost, gross unrealized gains, gross unrealized losses, and fair values of securities are presented below.

Securities Available for Sale

		June 30, 2009

(Dollars in thousands)		Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Other U.S. government		$	697,942	$	12,188	$	434	$	709,696
Residential mortgage-backed securities—agency			5,847,261		156,976		8,621		5,995,616
Residential mortgage-backed securities—non-agency			541,073		53		90,434		450,692
State and municipal			48,353		1,926		65		50,214
Asset-backed and debt securities			113,405		—		16,435		96,970
Equity securities			100,156		158		417		99,897
Foreign securities			88		—		—		88

	Total securities available for sale	$	7,348,278	$	171,301	$	116,406	$	7,403,173

		December 31, 2009

(Dollars in thousands)		Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury		$	299,488	$	189	$	—	$	299,677
Other U.S. government			12,311,626		13,165		47,373		12,277,418
Residential mortgage-backed securities—agency			9,215,771		171,513		25,161		9,362,123
Residential mortgage-backed securities—non-agency			454,646		36		63,243		391,439
State and municipal			43,287		1,830		21		45,096
Asset-backed and debt securities			112,609		1,598		6,072		108,135
Equity securities			74,791		441		291		74,941

	Total securities available for sale	$	22,512,218	$	188,772	$	142,161	$	22,558,829

		June 30, 2010

(Dollars in thousands)		Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
U.S. Treasury		$	300,274	$	35	$	—	$	300,309
Other U.S. government			11,970,568		117,693		19		12,088,242
Residential mortgage-backed securities—agency			8,625,866		196,764		1,746		8,820,884
Residential mortgage-backed securities—non-agency			386,673		1,349		47,699		340,323
State and municipal			45,867		1,887		8		47,746
Asset-backed and debt securities			110,817		4,412		3,775		111,454
Equity securities			79,463		542		382		79,623

	Total securities available for sale	$	21,519,528	$	322,682	$	53,629	$	21,788,581

(1): Amortized cost reflects fair value adjustments as a result of the Company's privatization transaction. Refer to Note 4 to these consolidated financial statements.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

Securities Held to Maturity

		June 30, 2009

				Recognized in Other Comprehensive Income (OCI)(2)						Not Recognized in OCI(2)
(Dollars in thousands)		Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
Collateralized loan obligations (CLOs)		$	1,736,180	$	—	$	564,800	$	1,171,380	$	49,218	$	107,785	$	1,112,813

	Total securities held to maturity	$	1,736,180	$	—	$	564,800	$	1,171,380	$	49,218	$	107,785	$	1,112,813

		December 31, 2009

				Recognized in Other Comprehensive Income (OCI)(2)						Not Recognized in OCI(2)
(Dollars in thousands)		Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
CLOs		$	1,758,716	$	—	$	531,094	$	1,227,622	$	231,135	$	1,199	$	1,457,558
Foreign securities			96		—		—		96		—		—		96

	Total securities held to maturity	$	1,758,812	$	—	$	531,094	$	1,227,718	$	231,135	$	1,199	$	1,457,654

		June 30, 2010

				Recognized in Other Comprehensive Income (OCI)(2)						Not Recognized in OCI(2)
(Dollars in thousands)		Amortized Cost(1)		Gross Unrealized Gains		Gross Unrealized Losses		Carrying Value		Gross Unrealized Gains		Gross Unrealized Losses		Fair Value
CLOs		$	1,764,111	$	—	$	498,320	$	1,265,791	$	176,261	$	8,551	$	1,433,501
Foreign securities			95		—		—		95		—		—		95

	Total securities held to maturity	$	1,764,206	$	—	$	498,320	$	1,265,886	$	176,261	$	8,551	$	1,433,596

(1): For securities transferred to held to maturity from available for sale, amortized cost is defined as the original purchase cost, plus or minus any accretion or amortization of a purchase discount or premium, less payments and any impairment previously recognized in earnings. The amortized cost reflects fair value adjustments as a result of the Company's privatization transaction. Refer to Note 4 to these consolidated financial statements.
(2): The amount recognized in OCI reflects the unrealized loss at date of transfer to the held to maturity classification, net of amortization, while the amount not recognized in OCI reflects the incremental change in value after such transfer.

For the three and six months ended June 30, 2010, interest income included $0.6 million and $1.2 million, respectively, from non-taxable securities.

The amortized cost, fair value, and carrying value of securities, by contractual maturity, are shown below. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations, with or without call or prepayment penalties.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

Maturity Schedule of Securities

Securities Available for Sale⁽¹⁾

		June 30, 2010

(Dollars in thousands)		Amortized Cost(3)		Fair Value
Due in one year or less		$	3,527,587	$	3,529,943
Due after one year through five years			9,034,676		9,156,846
Due after five years through ten years			1,077,326		1,114,862
Due after ten years			7,800,476		7,907,307
Equity securities⁽²⁾			79,463		79,623

	Total securities available for sale	$	21,519,528	$	21,788,581

Securities Held to Maturity

		June 30, 2010

(Dollars in thousands)		Amortized Cost(3)(4)		Carrying Value		Fair Value
Due in one year or less		$	2,566	$	2,710	$	2,496
Due after one year through five years			61,873		45,406		54,115
Due after five years through ten years			1,402,877		1,027,341		1,162,422
Due after ten years			296,890		190,429		214,563

	Total securities held to maturity	$	1,764,206	$	1,265,886	$	1,433,596

(1): The remaining contractual maturities of residential mortgage-backed securities are classified without regard to prepayments. The contractual maturity of these securities is not a reliable indicator of their expected life since borrowers have the right to repay their obligations at any time.
(2): Equity securities do not have a stated maturity.
(3): Amortized cost reflects fair value adjustments as a result of the Company's privatization transaction. Refer to Note 4 to these consolidated financial statements.
(4): For securities transferred to held to maturity from available for sale, amortized cost is defined as the original purchase cost, plus or minus any accretion or amortization of a purchase discount or premium, less payments and any impairment previously recognized in earnings.

The proceeds from sales of securities available for sale, gross realized gains and gross realized losses are shown below. The specific identification method is used to calculate realized gains and losses on sales.

	For the Six Months Ended June 30,

(Dollars in thousands)	2009		2010
Proceeds from sales	$	24,234	$	2,090,143
Gross realized gains		601		64,540
Gross realized losses		—		435

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

Analysis of Unrealized Losses on Securities

At June 30, 2009, December 31, 2009 and June 30, 2010, the Company's securities, with a continuous unrealized loss position are shown below, separately for periods less than and greater than 12 months.

Securities Available for Sale

		June 30, 2009

		Less than 12 months						12 months or more						Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
Other U.S. government		$	151,379	$	434		4	$	—	$	—		—	$	151,379	$	434		4
Residential mortgage-backed securities—agency			746,712		4,962		22		329,462		3,659		45		1,076,174		8,621		67
Residential mortgage-backed securities—non-agency			—		—		—		437,456		90,434		18		437,456		90,434		18
State and municipal			2,942		19		9		2,090		46		8		5,032		65		17
Asset-backed and debt securities			5,693		1,112		2		91,277		15,323		13		96,970		16,435		15
Equity securities			156		37		1		38		380		1		194		417		2

	Total securities available for sale	$	906,882	$	6,564		38	$	860,323	$	109,842		85	$	1,767,205	$	116,406		123

		December 31, 2009

		Less than 12 months						12 months or more						Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
Other U.S. government		$	8,682,501	$	47,373		106	$	—	$	—		—	$	8,682,501	$	47,373		106
Residential mortgage-backed securities—agency			2,928,456		24,628		61		232,670		533		28		3,161,126		25,161		89
Residential mortgage-backed securities—non-agency			—		—		—		362,471		63,243		17		362,471		63,243		17
State and municipal			760		1		2		1,498		20		6		2,258		21		8
Asset-backed and debt securities			27,325		2,219		3		62,427		3,853		9		89,752		6,072		12
Equity securities			—		—		—		164		291		2		164		291		2

	Total securities available for sale	$	11,639,042	$	74,221		172	$	659,230	$	67,940		62	$	12,298,272	$	142,161		234

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

		June 30, 2010

		Less than 12 months						12 months or more						Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
Other U.S. government		$	355,463	$	19		9	$	—	$	—		—	$	355,463	$	19		9
Residential mortgage-backed securities—agency			713,228		1,672		43		47,117		74		10		760,345		1,746		53
Residential mortgage-backed securities—non-agency			—		—		—		258,234		47,699		16		258,234		47,699		16
State and municipal			1,879		—		4		849		8		5		2,728		8		9
Asset-backed and debt securities			17,387		562		1		31,302		3,213		7		48,689		3,775		8
Equity securities			2,632		191		2		264		191		2		2,896		382		4

	Total securities available for sale	$	1,090,589	$	2,444		59	$	337,766	$	51,185		40	$	1,428,355	$	53,629		99

Securities Held to Maturity

		June 30, 2009

		Less than 12 months						12 months or more						Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
CLOs		$	76,848	$	33,365		20	$	1,035,965	$	639,220		202	$	1,112,813	$	672,585		222

	Total securities held to maturity	$	76,848	$	33,365		20	$	1,035,965	$	639,220		202	$	1,112,813	$	672,585		222

		December 31, 2009

		Less than 12 months						12 months or more						Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
CLOs		$	103,921	$	26,412		21	$	1,353,637	$	505,881		201	$	1,457,558	$	532,293		222

	Total securities held to maturity	$	103,921	$	26,412		21	$	1,353,637	$	505,881		201	$	1,457,558	$	532,293		222

		June 30, 2010

		Less than 12 months						12 months or more						Total
(Dollars in thousands)		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count		Fair Value		Unrealized Losses		Count
CLOs		$	12,197	$	214		1	$	1,421,304	$	506,657		221	$	1,433,501	$	506,871		222

	Total securities held to maturity	$	12,197	$	214		1	$	1,421,304	$	506,657		221	$	1,433,501	$	506,871		222

The Company's securities are primarily investments in debt securities. Debt securities available for sale and debt securities held to maturity are subject to quarterly impairment testing when a security's fair value is lower than its amortized cost. Debt securities with unrealized losses are considered other-than-temporarily impaired if the Company intends to sell the security, if it is more likely than not that the Company will be

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

required to sell the security before recovery of its amortized cost basis, or the Company does not expect to recover the entire amortized cost basis of the security. Any impairment on securities the Company intends, or is more likely than not required, to sell is recognized in earnings as the entire difference between the amortized cost and its fair value. Any impairment on securities the Company does not intend, or it is not more likely than not required, to sell before recovery is separated into an amount representing the credit loss, which is recognized in earnings, and the amount related to all other factors, which is recognized in other comprehensive income. The credit loss is measured as the difference between the present value of expected cash flows, discounted using the security's effective interest rate, and the amortized cost of the security.

The following describes the nature of the Company's investments, the causes of impairment, the severity and duration of the impairment, if applicable, and the conclusions reached on the temporary or other-than-temporary status of the unrealized losses.

At June 30, 2010, the Company did not have the intent to sell temporarily impaired securities until a recovery of the fair value, which may be at maturity, and it is not more likely than not that the Company will have to sell the securities prior to recovery of fair value.

Other U.S. Government Securities

Other U.S. Government securities are securities issued by one of the several Government-Sponsored Enterprises (GSEs) such as Fannie Mae, Freddie Mac, Federal Home Loan Banks or Federal Farm Credit Banks. They are not backed by the full faith and credit of the United States government. These securities are issued with a stated interest rate and mature in less than five years. The unrealized losses on other U.S. Government securities resulted from higher interest rates subsequent to purchase and not credit quality. As a result, the securities were not other-than-temporarily impaired at June 30, 2010.

Residential Mortgage-Backed Securities—Agency

Agency residential mortgage-backed securities consist of securities guaranteed by a GSE such as Fannie Mae, Freddie Mac, and Ginnie Mae. These securities are collateralized by residential mortgage loans and may be prepaid at par prior to maturity. The unrealized losses on agency residential mortgage-backed securities resulted from higher interest rates subsequent to purchase and not credit quality. As a result, the securities were not other-than-temporarily impaired at June 30, 2010.

Residential Mortgage-Backed Securities—Non-Agency

Non-agency residential mortgage-backed securities are issued by financial institutions with no guarantee from GSEs. These securities are collateralized by residential mortgage loans and may be prepaid at par prior to maturity. The securities are primarily rated investment grade. The unrealized losses on non-agency residential mortgage-backed securities resulted from declining credit quality of underlying collateral and additional credit spreads widening since purchase. The Company estimated loss projections for each security by assessing the loans collateralizing each security. The Company estimates the portion of loss attributable to credit based on the expected cash flows of the underlying collateral using industry consensus estimates of current key assumptions, such as default rates, loss severity and prepayment rates. Based on this assessment of expected credit losses of each security, an insignificant amount of impairment was recognized on three securities during the first half of 2010. With respect to the remaining portfolio at June 30, 2010, the Company expects to recover the entire amortized cost basis of these securities.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

State and Municipal Securities

State and municipal securities are primarily securities issued by state and local governments to finance operating expenses and various projects. These securities are issued at a stated interest rate and have varying expected maturities ranging up to 30 years. The unrealized losses on the state and municipal securities resulted from higher interest rates subsequent to purchase and not from credit quality. As a result, the securities were not other-than-temporarily impaired at June 30, 2010.

Asset-Backed and Debt Securities

Asset-backed and debt securities in a loss position at June 30, 2010 consist of $42.9 million in privately placed debt securities issued by power and utilities companies and $5.8 million in commercial mortgage-backed securities. Expected cash flows of these debt securities are assessed to determine if the amortized cost basis of these securities is recoverable. Based on this assessment, the Company concluded that these securities were not other-than-temporarily impaired as of June 30, 2010.

Collateralized Loan Obligations

The Company's CLOs consist of Cash Flow CLOs. A Cash Flow CLO is a structured finance product that securitizes a diversified pool of loan assets into multiple classes of notes. Cash Flow CLOs pay the note holders through the receipt of interest and principal repayments from the underlying loans unlike other types of CLOs that pay note holders through the trading and sale of underlying collateral. During the first quarter of 2009, the Company reclassified its CLOs from available for sale to held to maturity. The Company considers the held to maturity classification to be more appropriate because the Company has the ability and the intent to hold these securities to maturity.

Certain of these CLOs are highly illiquid securities for which fair values are difficult to obtain. Unrealized losses arise from widening credit spreads, credit quality of the underlying collateral, uncertainty regarding the valuation of such securities and the market's opinion of the performance of the fund managers. Cash flow analysis of the underlying collateral provides an estimate of other-than-temporary impairment, which is performed quarterly when the fair value of a security is lower than its amortized cost. Any security with a change in credit rating is also subject to cash flow analysis to determine whether or not an other-than-temporary impairment exists. The fair value of the CLO portfolio was adversely impacted in 2009 and the first half of 2010 by the overall financial market crisis. Although none of the CLOs in the Company's portfolio contain subprime loan assets, widening credit spreads caused their value to decline. Based on the analysis performed as of June 30, 2010 to determine whether any of the unrealized losses related to CLOs were believed to be other-than-temporary, the Company expects to recover the entire amortized cost basis of these securities.

Securities Pledged as Collateral

Transactions involving purchases of securities under agreements to resell (reverse repurchase agreements or reverse repos) or sales of securities under agreements to repurchase (repurchase agreements or repos) are accounted for as collateralized financings except where the Company does not have an agreement to sell (or purchase) the same or substantially the same securities before maturity at a fixed or determinable price. The Company's policy is to obtain possession of collateral with a market value equal to or in excess of the principal

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 5—Securities (Continued)

amount loaned under resale agreements. Collateral is valued daily, and the Company may require counterparties to deposit additional collateral or return collateral pledged, when appropriate.

The Company separately identifies in the consolidated balance sheets, securities pledged as collateral in secured borrowings and other arrangements when the secured party can sell or repledge the securities. If the secured party cannot resell or repledge the securities that have been placed as collateral, those securities are not separately identified. At June 30, 2010, the Company had $5.6 billion of securities available for sale pledged as collateral where the secured party cannot resell or repledge such securities. These available for sale securities have been pledged to secure borrowings ($287.2 million), to support unrealized losses on derivative transactions reported in trading liabilities ($527.8 million) and to secure public and trust department deposits ($4.8 billion).

At June 30, 2009, December 31, 2009, and June 30, 2010, the Company accepted securities as collateral that it is permitted by contract to sell or repledge of $199.0 million ($168.0 million of which has been repledged to secure public agency or bankruptcy deposits and to cover short sales), $442.6 million ($434.6 million of which has been repledged to secure public agency or bankruptcy deposits and to cover short sales), and $287.6 million ($265.3 million of which has been repledged to secure bankruptcy deposits and to cover short sales), respectively. These securities were received as collateral for secured lending and to obtain qualified securities to meet the Company's collateral needs.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 6—Loans and Allowance for Loan Losses

A summary of loans, net of unearned interest and deferred fees of $48 million at June 30, 2009 and $53 million at both December 31, 2009 and June 30, 2010, is as follows:

(Dollars in thousands)							June 30, 2009		December 31, 2009		June 30, 2010

Loans held for investment, excluding FDIC covered loans:
	Commercial, financial and industrial						$	17,064,253	$	15,258,081	$	14,674,946
	Construction							2,791,583		2,429,009		2,113,669
	Mortgage:
		Residential						16,216,264		16,716,048		17,089,080
		Commercial						8,255,659		8,245,778		8,061,930

								24,471,923		24,961,826		25,151,010
	Consumer:
		Installment						2,353,090		2,244,239		2,129,996
		Revolving lines of credit						1,508,078		1,672,842		1,784,680

			Total Consumer					3,861,168		3,917,081		3,914,676
	Lease financing							657,339		653,743		641,966

			Total loans held for investment, excluding FDIC covered loans					48,846,266		47,219,740		46,496,267
			Total loans held for sale					50,254		8,768		2,620

				Total loans, excluding FDIC covered loans				48,896,520		47,228,508		46,498,887
				FDIC covered loans⁽¹⁾				—		—		1,864,002

					Total loans			48,896,520		47,228,508		48,362,889
					Allowance for loan losses			1,081,633		1,357,000		1,357,869

						Loans, net	$	47,814,887	$	45,871,508	$	47,005,020

(1): Represents the acquired loans that are covered by the loss share agreements with the FDIC.

During the second quarter of 2010, the Company evaluated loans acquired in the Frontier and Tamalpais transactions in accordance with accounting guidance related to loans acquired with deteriorated credit quality. Acquired loans are considered impaired if there is evidence of deterioration of credit quality since origination and it is probable, at the acquisition date, that the Company will be unable to collect all contractually required payments receivable. Management elected to account for all acquired loans, except for revolving lines of credit, within the scope of the accounting guidance using the same methodology. The following table reflects the

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 6—Loans and Allowance for Loan Losses (Continued)

carrying value of loans, pursuant to accounting standards for purchased credit-impaired loans and other purchased loans as of June 30, 2010:

				June 30, 2010

(Dollars in thousands)				Purchased credit-impaired loans		Other purchased loans		Total
Commercial, financial and industrial				$	421,037	$	126,118	$	547,155
Construction					358,417		—		358,417
Mortgage:
	Residential				114,684		—		114,684
	Commercial				764,033		20,413		784,446

		Total mortgage			878,717		20,413		899,130
Consumer:
	Installment				31,699		27		31,726
	Revolving lines of credit				—		27,574		27,574

		Total consumer			31,699		27,601		59,300

			Total FDIC covered loans	$	1,689,870	$	174,132	$	1,864,002

The acquired loans are referred to as "covered loans" as the Bank will be reimbursed for a substantial portion of any future losses on them under the terms of the FDIC loss share agreements. At the acquisition dates, the estimated fair value of the purchased credit-impaired loan portfolio of Frontier and Tamalpais subject to the loss share agreements was $1.7 billion, which represents the present value of expected cash flows from the portfolio. The difference between the undiscounted contractual cash flows and the undiscounted expected cash flows is the nonaccretable difference. The nonaccretable difference represents the estimated credit losses in the acquired loan portfolio at the acquisition date.

The accounting guidance for purchased credit-impaired loans provides that the excess of the cash flows initially expected to be collected over the fair value of the loans at the acquisition date (i.e., the accretable yield) is accreted into interest income over the estimated remaining life of the purchased credit-impaired loans using the effective yield method, provided that the timing and amount of future cash flows is reasonably estimable. When the timing and/or amounts of expected cash flows on such loans are not reasonably estimable, no interest is accreted and the loan is reported as a nonperforming loan; otherwise, if the timing and amounts of expected cash flows for purchased credit-impaired loans are reasonably estimable, then interest is accreted and the loans are reported as performing loans. The initial estimate of cash flows expected to be collected must be updated each subsequent reporting period based on updated assumptions regarding default rates, loss severities, and other factors that are reflective of current market conditions. Probable decreases in expected cash flows after acquisition result in the recognition of impairment, which would be recorded as a charge to the provision for loan losses. Probable and significant increases in expected cash flows would first reverse any related allowance for loan losses and any remaining increases would be recognized prospectively as interest income over the estimated remaining lives of the loans. The impact of changes in variable interest rates are recognized prospectively as adjustments to interest income.

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 6—Loans and Allowance for Loan Losses (Continued)

The following table presents the fair value of loans pursuant to accounting standards for purchased credit-impaired loans as of the respective acquisition dates:

(Dollars in thousands)

Contractually required payments including interest		$	3,793,986
Nonaccretable difference			1,746,316

Cash flows expected to be collected (undiscounted)			2,047,670
Accretable yield			298,306

	Fair value of purchased credit-impaired loans	$	1,749,364

The accretable yield for purchased credit-impaired loans was as follows for both the three and six months ended June 30, 2010:

(Dollars in thousands)		Accretable Yield

Balance at beginning of period		$	—
	Additions		298,306
	Accretion		(22,279	)

Balance at end of period		$	276,027

The carrying value and outstanding balance for the purchased credit-impaired loans as of the respective acquisition dates and at June 30, 2010 were as follows:

(Dollars in thousands)	Acquisition Date		June 30, 2010

Total outstanding balance	$	3,153,424	$	3,095,471

Carrying value	$	1,749,364	$	1,689,870

As of the respective acquisition dates, the contractually required payments receivable, including interest, for all other purchased loans was $268.2 million, the contractual cash flows not expected to be collected was $53.0 million, and the estimated fair value of the loans was $191.0 million. The difference between the acquisition date fair value and the expected cash flows is being accreted to interest income over the remaining life of the loans for all loans that are currently performing.

All acquired loans are recorded at fair value at acquisition date, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the respective acquisition dates.

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 6—Loans and Allowance for Loan Losses (Continued)

Changes in the allowance for loan losses were as follows:

		For the Three Months Ended June 30,					For the Six Months Ended June 30,

(Dollars in thousands)		2009		2010			2009		2010
Allowance for loan losses, beginning of period		$	870,185	$	1,408,013		$	737,767	$	1,357,000
Loans charged off			153,167		111,494			271,050		247,114
Recoveries of loans previously charged off			1,588		17,963			3,093		34,172

	Total net loans charged off		151,579		93,531			267,957		212,942
Provision for loan losses			360,000		44,000			609,000		214,000
Other			3,027		(613	)		2,823		(189	)

Allowance for loan losses, end of period			1,081,633		1,357,869			1,081,633		1,357,869
Allowance for losses on off-balance sheet commitments			166,374		172,374			166,374		172,374

Allowances for credit losses, end of period		$	1,248,007	$	1,530,243		$	1,248,007	$	1,530,243

The provision for loan losses decreased $316 million to $44 million for the second quarter of 2010 from $360 million for the second quarter of 2009, primarily due to a decrease in criticized loans and lower loss content in the Company's nonaccrual loans during the second quarter of 2010 versus an increase in criticized loans during the second quarter of 2009.

Nonaccrual loans totaled $1.1 billion, $1.3 billion and $1.4 billion at June 30, 2009, December 31, 2009 and June 30, 2010, respectively. There were $11.0 million, $20.8 million, and $97.6 million ($1.5 million, $3.8 million and $9.3 million of which were on accrual status at June 30, 2009, December 31, 2009 and June 30, 2010, respectively) of troubled debt restructured loans at June 30, 2009, December 31, 2009 and June 30, 2010, respectively. Loans 90 days or more past due and still accruing totaled $4.0 million, $5.0 million and $5.8 million at June 30, 2009, December 31, 2009 and June 30, 2010, respectively.

Note 7—Goodwill and Intangible Assets

As part of the Company's privatization transaction, the Company recorded goodwill of $2.0 billion and intangible assets of $752 million. See Note 4 to these consolidated financial statements for information on the Company's privatization transaction.

As a result of the acquisition of certain assets and liabilities of Frontier and Tamalpais, the Company recorded goodwill and core deposit intangible assets totaling $47.7 million and $14.7 million, respectively, in the second quarter of 2010. Goodwill of $34.2 million and $13.5 million was assigned to the Company's Retail Banking and Corporate Banking reportable business segments, respectively. The amount of goodwill recorded represents the residual difference in fair values of the assets acquired net of the liabilities assumed and the payable to the FDIC for the net assets acquired. The core deposit intangible assets will be amortized over approximately 10 years based upon the total economic benefits received. See Note 3 to these consolidated financial statements for information on the Company's business combinations.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 7—Goodwill and Intangible Assets (Continued)

Goodwill

The changes in the carrying amount of goodwill during the six months ended June 30, 2009 and 2010 are shown below:

(Dollars in thousands)	2009		2010

Balance, January 1,	$	2,369,326	$	2,369,326
Acquisitions		—		47,653

Balance, June 30,	$	2,369,326	$	2,416,979

(Dollars in thousands)		June 30, 2009		December 31, 2009		June 30, 2010

Goodwill by reportable business segment:
	Retail Banking	$	1,152,648	$	1,152,648	$	1,186,805
	Corporate Banking		1,216,678		1,216,678		1,230,174

Total Goodwill		$	2,369,326	$	2,369,326	$	2,416,979

The Company reviews its goodwill for impairment on an annual basis and whenever events or changes in circumstances indicate that the carrying amount may not be recoverable. The annual goodwill impairment test as of April 1, 2010 was performed during the second quarter of 2010, and no impairment was recognized.

Intangible Assets

The table below reflects the Company's identifiable intangible assets and accumulated amortization at June 30, 2009, December 31, 2009 and June 30, 2010.

	June 30, 2009							December 31, 2009							June 30, 2010

(Dollars in thousands)	Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount		Gross Carrying Amount		Accumulated Amortization			Net Carrying Amount
Core deposit intangibles	$	619,398	$	(156,314	)	$	463,084	$	619,398	$	(233,042	)	$	386,356	$	637,196	$	(291,161	)	$	346,035
Trade name		108,733		(2,057	)		106,676		108,733		(3,430	)		105,303		108,733		(4,804	)		103,929
Customer relationships		53,761		(3,427	)		50,334		53,761		(5,531	)		48,230		53,761		(7,653	)		46,108
Other		9,555		(962	)		8,593		9,555		(1,498	)		8,057		10,470		(2,325	)		8,145

Subtotal—intangibles with a definite useful life	$	791,447	$	(162,760	)	$	628,687	$	791,447	$	(243,501	)	$	547,946	$	810,160	$	(305,943	)	$	504,217

Other intangibles with an indefinite useful life		12,719		—			12,719		13,094		—			13,094		13,094		—			13,094

Total intangibles	$	804,166	$	(162,760	)	$	641,406	$	804,541	$	(243,501	)	$	561,040	$	823,254	$	(305,943	)	$	517,311

Total amortization expense for the second quarters of 2009 and 2010 was $40.3 million and $30.6 million, respectively. Total amortization expense for the six months ended June 30, 2009 and 2010 was $81.2 million and $62.4 million, respectively.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 7—Goodwill and Intangible Assets (Continued)

Estimated future amortization expense at June 30, 2010 is as follows:

(Dollars in thousands)		Core Deposit Intangibles (CDI)		Trade Name		Customer Relationships		Other		Total Identifiable Intangible Assets with a Definite Useful Life

Estimated amortization expense for the years ending:
	Remaining 2010	$	57,196	$	1,373	$	2,123	$	834	$	61,526
	2011		90,273		2,747		3,968		1,510		98,498
	2012		71,835		2,747		3,679		1,059		79,320
	2013		47,459		2,747		3,436		1,076		54,718
	2014		34,151		2,747		3,232		766		40,396
	Thereafter		45,121		91,568		29,670		2,900		169,259

	Total estimated amortization expense	$	346,035	$	103,929	$	46,108	$	8,145	$	504,217

Note 8—Variable Interest Entities

Effective January 1, 2010, the Company adopted ASU 2009-17, "Improvements to Financial Reporting by Enterprises Involved with Variable Interest Entities." At adoption of this guidance, the Company recorded increases in total assets of $281 million, liabilities of $9 million and stockholder's equity attributable to noncontrolling interests of $272 million. The cumulative effect on retained earnings was not significant.

The Company is involved in various structures that are considered to be VIEs. Generally, a VIE is a corporation, partnership, trust or any other legal structure that has equity investors that: 1) do not have sufficient equity at risk for the entity to independently finance its activities; 2) lack the power to direct the activities that significantly impact the entity's economic success; and/or 3) do not have an obligation to absorb the entity's losses or the right to receive the entity's returns. The Company's investments in VIEs primarily consist of equity investments in low income housing credit (LIHC) structures and renewable energy projects, which are designed to generate a return primarily through the realization of federal tax credits, and private capital investments.

Consolidated VIEs

The Company is required to consolidate VIEs in which it is the primary beneficiary. The Company is determined to be the primary beneficiary of a VIE when it has the power to direct matters that most significantly impact the activities of the VIE and has the obligation to absorb losses or the right to receive benefits of the VIE that could potentially be significant to the VIE.

At June 30, 2010, $307 million in assets and $10 million in liabilities were consolidated by the Company on its consolidated balance sheet related to two LIHC investment fund structures because the Company sponsors, manages and syndicates the funds. The assets are included in other assets as well as cash and due from banks, the liabilities are primarily included in medium- and long-term debt, and third-party investor interests are included in stockholder's equity as noncontrolling interests. Neither creditors nor equity investors

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 8—Variable Interest Entities (Continued)

in the LIHC investments have any recourse to the general credit of the Company and the Company's creditors do not have any recourse to the assets of the consolidated LIHC investments.

For the three months and six months ended June 30, 2010, the Company recorded $6 million and $11 million of expenses related to its consolidated VIEs, respectively. The expenses are included in other noninterest expense on the Company's consolidated statements of income.

LIHC Unguaranteed Syndicated Investment Funds

The Company is a sponsor and syndicator of low-income housing tax credit investments. In these syndication transactions, the Company creates the investment funds, serves as the managing investor member, and sells limited investor member interests to third parties. The Company receives benefits through income from the structuring of these funds, servicing fees for managing the funds and, as an investor member, tax benefits and tax credits to reduce the Company's tax liability. As sponsor and managing member of the funds, the Company's activities include selecting, evaluating, structuring, negotiating and closing the fund investment in operating limited partnerships, as well as oversight of the ongoing operations of the fund portfolio. There is no single third-party investor with the power to remove the Company as managing member. In this role, the Company directs the activities that most significantly impact the fund's economic performance and receives benefits from the fund.

LIHC Guaranteed Syndicated Investment Funds

The Company also forms limited liability companies (LLCs), which in turn invest in low income housing tax credit operating partnerships. Interests in these funds are sold to third parties who pay a premium for a guaranteed return. The Company earns structuring fees from the sale of these funds and asset management fees. The Company also serves as the funds' non-member asset manager and guarantor. As sponsor and non-member asset manager of the funds, the Company's activities include selecting, evaluating, structuring, negotiating and closing investments in operating limited partnerships, as well as oversight of the ongoing operations of the fund portfolio. As guarantor, the Company guarantees a minimum rate of return throughout the investment term. There is no single third-party investor with the power to remove the Company as asset manager. In the Company's role as sponsor and asset manager, it directs the activities that most significantly impact the fund's economic performance. Separately, it has an obligation to absorb losses pertaining to its minimum rate of return guarantee to investors. For details of the guarantee, see Note 17 to these consolidated financial statements.

Unconsolidated VIEs in Which the Company has a Variable Interest

The Company holds variable interests in other VIEs that it is not required to consolidate as it is not the primary beneficiary. In such cases, it does not hold the power, through its equity investments or otherwise, to direct the VIE's significant activities. The following table presents the Company's carrying amounts related to the unconsolidated VIEs and location on the consolidated balance sheet at June 30, 2010. The table also presents the Company's maximum exposure to loss resulting from its involvement with these VIEs. The

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 8—Variable Interest Entities (Continued)

maximum exposure to loss represents the carrying value of the Company's involvement plus any legally binding unfunded commitments in the unlikely event that all of the assets in the VIEs become worthless.

		June 30, 2010

(Dollars in thousands)		Total Assets		Total Liabilities		Maximum Exposure to Loss
LIHC investments		$	476,424	$	17,982	$	623,774
Renewable energy investments			305,292		—		305,292
Private capital investments			168,543		—		253,083

	Total unconsolidated VIEs	$	950,259	$	17,982	$	1,182,149

LIHC Investments

The Company makes equity investments in various private investment partnership funds and limited partnerships that sponsor qualified affordable housing projects. As a limited partner and non-managing investor member in these operating partnerships, the Company is allocated tax credits and tax deductions from operating losses associated with the underlying properties. The power to direct the activities of the investments resides with the general partner and/or managing member of these partnerships. As a result, the Company does not consolidate these investments. These LIHC investments are accounted for under the equity or effective yield method and are reflected in other assets on the Company's consolidated balance sheet. The Company increases the LIHC investment carrying amount and recognizes a liability for all unconditional unfunded equity commitments. These liabilities are reflected in other liabilities on the Company's consolidated balance sheet. In addition, the Company has $147 million in off-balance sheet conditional unfunded commitments that may be drawn when specific conditions are achieved, including the completion of construction of low income housing units. These unfunded commitments are included in the maximum exposure to loss attributable to LIHC investments in the table above.

Renewable Energy Investments

The Company makes equity investments in LLCs created to operate and manage renewable energy projects. The managing member or general partner of the LLC identifies and selects the assets of the entity and provides management and/or oversight of the ongoing operations of the renewable energy project. As a passive and limited investor member, the Company is allocated production tax credits and taxable income or losses associated with the projects. These renewable energy investments are accounted for under the equity method with the investments reflected in other assets on the Company's consolidated balance sheet.

Private Capital Investments

The Company makes equity investments in various private capital investment funds either directly in privately held companies or indirectly through private equity funds. As a passive investor, the Company has no rights that provide the power to direct the activities of the investments. The power to identify and select the assets of the investments resides with the managing member or general partner of each direct and fund investment. These private capital investments are accounted for under either the cost or equity method and are reflected in other assets on the Company's consolidated balance sheet. In addition, the Company has

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 8—Variable Interest Entities (Continued)

off-balance sheet unfunded commitments of $85 million to provide additional liquidity as required by the funds. These unfunded commitments are reflected in the maximum exposure to loss attributable to private capital investments in the table above.

Note 9—Private Capital and Other Investments

The following table shows the balances of private capital and other investments, which are recorded in other assets, at June 30, 2009, December 31, 2009 and June 30, 2010.

(Dollars in thousands)			June 30, 2009		December 31, 2009		June 30, 2010

Private capital and other investments:
	Private capital investments—cost basis		$	170,390	$	119,121	$	117,809
	Private capital investments—equity method			—		46,296		64,049
	LIHC investments—guaranteed			201,374		185,779		169,088
	LIHC investments—unguaranteed			327,385		319,031		309,947
	Consolidated VIEs			—		—		293,881
	Renewable energy investments			280,331		305,917		305,292

		Total private capital and other investments	$	979,480	$	976,144	$	1,260,066

The Company invests in private capital funds either directly in privately held companies or indirectly through private equity funds. These investments are accounted for based on the cost or equity method depending on whether the Company has significant influence over the investee. The investments' fair value is estimated when events or conditions indicate that it is probable that the carrying value of the investment will not be fully recovered in the foreseeable future. Fair value is estimated based on the company's business model, current and projected financial performance, liquidity and overall economic and market conditions. As a practical expedient, fair value can also be estimated as the net asset value (NAV) of the fund. If fair value is estimated to be below cost, an evaluation for other-than-temporary impairment is performed. If any of the factors used to determine fair value indicate that a recovery is unlikely or will not occur for a reasonable period of time, an other-than-temporary impairment is recorded. Based on this analysis, the Company recorded $4.6 million of other-than-temporary impairment on its private capital investments in the six months ended June 30, 2010.

The Company also invests in limited liability partnerships and other entities operating qualified affordable housing projects to receive tax benefits in the form of tax deductions from operating losses and tax credits. These LIHC investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. The unguaranteed LIHC investments are accounted for under the equity method. As of June 30, 2010, this category also included $29.9 million of investments in real estate private equity funds that are compliant with the Community Reinvestment Act Standards (CRA investments). These investments are tested quarterly for impairment. The Company had no other-than-temporary impairment on its unguaranteed LIHC and CRA investments during the six months ended June 30, 2010.

The Company also invests in guaranteed LIHC investments where the availability of tax credits are guaranteed by a creditworthy entity. The investments are initially recorded at cost and amortized over the period the tax credits are allocated to provide a constant effective yield. These investments are tested quarterly

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 9—Private Capital and Other Investments (Continued)

for impairment. The Company had no other-than-temporary impairment on its guaranteed LIHC investments during the six months ended June 30, 2010.

The Company invests in limited liability partnerships that operate renewable energy projects. Tax credits, taxable income and distributions associated with these renewable energy projects are allocated to investors according to the terms of the partnership agreements. These investments are accounted for under the equity method, with the initial investment recorded at cost and the carrying value adjusted for the Company's share of partnership net income and distributions received. These investments are tested annually for impairment, based on projected operating results and expected realizability of tax credits. The Company had no other-than-temporary impairment during the six months ended June 30, 2010 on its renewable energy investments.

Note 10—Employee Pension and Other Postretirement Benefits

The following table summarizes the components of net periodic benefit cost for the three and six months ended June 30, 2009 and 2010.

		Pension Benefits						Other Benefits						Superannuation, SERP(1) and ESBP(2)

		For the Three Months Ended June 30,						For the Three Months Ended June 30,						For the Three Months Ended June 30,
(Dollars in thousands)		2009			2010			2009			2010			2009		2010
Components of net periodic benefit cost
Service cost		$	12,571		$	13,056		$	2,332		$	2,347		$	256	$	263
Interest cost			20,723			22,923			3,055			3,287			941		934
Expected return on plan assets			(35,086	)		(36,488	)		(2,501	)		(3,092	)		—		—
Amortization of prior service cost			—			—			(16	)		(16	)		—		—
Amortization of transition amount			—			—			328			328			—		—
Recognized net actuarial loss			3,036			4,107			2,153			1,363			305		218

	Total net periodic benefit cost	$	1,244		$	3,598		$	5,351		$	4,217		$	1,502	$	1,415

(1): Supplemental Executives Retirement Plan (SERP).
(2): Executive Supplemental Benefit Plans (ESBP).

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 10—Employee Pension and Other Postretirement Benefits (Continued)

		Pension Benefits						Other Benefits						Superannuation, SERP and ESBP

		For the Six Months Ended June 30,						For the Six Months Ended June 30,						For the Six Months Ended June 30,
(Dollars in thousands)		2009			2010			2009			2010			2009		2010
Components of net periodic benefit cost
Service cost		$	26,188		$	24,954		$	4,664		$	4,695		$	511	$	526
Interest cost			41,534			45,291			6,110			6,575			1,882		1,868
Expected return on plan assets			(70,305	)		(73,001	)		(5,002	)		(6,185	)		—		—
Amortization of prior service cost			—			—			(31	)		(31	)		—		—
Amortization of transition amount			—			—			656			656			—		—
Recognized net actuarial loss			6,090			7,285			4,306			2,725			1,171		437

	Total net periodic benefit cost	$	3,507		$	4,529		$	10,703		$	8,435		$	3,564	$	2,831

(1): Supplemental Executives Retirement Plan (SERP).
(2): Executive Supplemental Benefit Plans (ESBP).

Note 11—Other Noninterest Income and Noninterest Expense

The details of other noninterest income and noninterest expense are as follows:

Other Noninterest Income

		For the Three Months Ended				For the Six Months Ended

(Dollars in thousands)		June 30, 2009		June 30, 2010		June 30, 2009		June 30, 2010
Private capital and other investment income		$	3,910	$	15,922	$	1,356	$	19,356
Standby letters of credit fees			8,092		9,210		15,137		17,668
Trade related commission and fees			1,920		1,848		3,758		3,539
FDIC indemnification asset accretion			—		8,245		—		8,245
Other			10,685		12,374		21,476		25,326

	Total other noninterest income	$	24,607	$	47,599	$	41,727	$	74,134

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 11—Other Noninterest Income and Noninterest Expense (Continued)

Other Noninterest Expense

		For the Three Months Ended				For the Six Months Ended

(Dollars in thousands)		June 30, 2009		June 30, 2010		June 30, 2009		June 30, 2010
Low income housing credit investment amortization		$	11,026	$	14,248	$	21,192	$	27,774
Advertising and public relations			11,349		11,476		21,970		21,641
Communications			9,192		9,726		17,910		19,255
Data processing			8,042		8,176		16,617		16,286
Travel			4,549		7,711		10,901		13,170
Printing and office supplies			4,016		4,701		8,956		9,659
Foreclosed asset expense			3,282		871		4,168		673
Expenses related to consolidated VIEs			—		5,825		—		10,864
Other			12,247		8,766		20,135		22,503

	Total other noninterest expense	$	63,703	$	71,500	$	121,849	$	141,825

Note 12—Borrowed Funds

The following is a summary of the major categories of borrowed funds:

(Dollars in thousands)			June 30, 2009		December 31, 2009		June 30, 2010

Federal funds purchased and securities sold under repurchase agreements, with weighted average interest rates of 0.03%, 0.07% and 0.11% at June 30, 2009, December 31, 2009 and June 30, 2010, respectively			$	203,205	$	150,453	$	101,516
Commercial paper, with weighted average interest rates of 0.47%, 0.16%, and 0.21% at June 30, 2009, December 31, 2009 and June 30, 2010, respectively				492,127		888,541		610,580
Other borrowed funds:
	Federal Home Loan Bank borrowings, with weighted average interest rates of 0.86% at June 30, 2009			400,000		—		—
	Term federal funds purchased, with weighted average interest rates of 0.72%, 0.19% and 0.29% at June 30, 2009, December 31, 2009 and June 30, 2010, respectively			102,000		505,000		175,000
	All other borrowed, with weighted average interest rates of 1.29%, 1.75% and 0.74% at June 30, 2009, December 31, 2009 and June 30, 2010, respectively			104,019		86,934		111,275

		Total borrowed funds	$	1,301,351	$	1,630,928	$	998,371

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 13—Medium- and Long-Term Debt

The following is a summary of the Company's medium-term senior debt, medium-term note payable, and long-term subordinated debt:

(Dollars in thousands)			June 30, 2009		December 31, 2009		June 30, 2010

Medium-Term senior debt:
	Fixed rate Federal Home Loan Bank Advances. These notes bear a combined weighted average rate of 2.38% at June 30, 2009, 2.93% at December 31, 2009 and 2.62% at June 30, 2010		$	2,901,000	$	2,001,000	$	2,501,000
	Floating rate notes due March 2011. These notes, which bear interest at 0.08% above 3-month LIBOR, had a rate of 0.70% at June 30, 2009, 0.33% at December 31, 2009, and 0.62% at June 30, 2010			500,000		500,000		500,000
	Floating rate notes due March 2012. These notes, which bear interest at 0.20% above 3-month LIBOR, had a rate of 0.82% at June 30, 2009, 0.45% at December 31, 2009 and 0.74% at June 30, 2010			500,000		500,000		500,000
Medium-Term note payable:
	Fixed rate 6.03% notes due July 2014 (related to consolidated VIE)			—		—		7,853
Long-Term subordinated debt:
	Fixed rate 5.25% notes due December 2013			441,422		434,362		427,862
	Fixed rate 5.95% notes due May 2016			788,646		776,822		765,688

		Total medium- and long-term debt	$	5,131,068	$	4,212,184	$	4,702,403

As of June 30, 2009, December 31, 2009 and June 30, 2010, the Company had pledged loans and securities of $39.5 billion, $38.0 billion, and $36.0 billion, respectively, as collateral for short- and medium-term advances from the Federal Reserve Bank and Federal Home Loan Bank.

In October 2008, the Federal Deposit Insurance Corporation (FDIC) established the Temporary Liquidity Guarantee (TLG) Program. On March 16, 2009, the Bank issued $1.0 billion principal amount of Senior Floating Rate Notes under the TLG Program. The proceeds thereof were used for general corporate purposes. Of the $1.0 billion of senior notes, $500 million in principal amount bear interest at a rate equal to three-month LIBOR plus 0.08 percent per annum and mature on March 16, 2011 (2011 Notes). The remaining $500 million in principal amount bear interest at a rate equal to three-month LIBOR plus 0.20 percent per annum and mature on March 16, 2012 (2012 Notes). In connection with the FDIC guarantee under the TLG Program, a fee of 1 percent per annum is charged to the Bank on the $1.0 billion of senior notes. The interest on the 2011 Notes and the 2012 Notes is payable and reset quarterly on the 16^th of March, June, September and December of each year.

Under the TLG Program, as amended on June 3, 2009, the Bank's senior unsecured debt with a maturity of more than 30 days and issued between October 14, 2008 and October 31, 2009 is guaranteed by the full faith and credit of the United States. For debt issued prior to April 1, 2009, the FDIC guarantee expires upon

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Notes to Consolidated Financial Statements (Continued)

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Note 13—Medium- and Long-Term Debt (Continued)

the earlier of either the maturity date of the debt or June 30, 2012. For debt issued on or after April 1, 2009, the FDIC guarantee expires upon the earlier of either the maturity date of the debt or December 31, 2012.

Note 14—Fair Value Measurement and Fair Value of Financial Instruments

Fair Value Hierarchy

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (i.e., an exit price) in an orderly transaction between willing market participants at the measurement date. In determining fair value, the Company maximizes the use of observable market inputs and minimizes the use of unobservable inputs. Observable inputs reflect market-derived or market-based information obtained from independent sources, while unobservable inputs reflect the Company's estimate about market data. Based on the observability of the significant inputs used, the Company classifies its fair value measurements in accordance with the three-level hierarchy. This hierarchy is based on the quality and reliability of the information used to determine fair value.

Level 1: Valuations are based on quoted prices in active markets for identical assets or liabilities. Since the valuations are based on quoted prices that are readily available in an active market, they do not entail a significant degree of judgment.

Level 2: Valuations are based on quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active and model-based valuations for which all significant assumptions are observable or can be corroborated by observable market data.

Level 3: Valuations are based on at least one significant unobservable input that is supported by little or no market activity and is significant to the fair value measurement. Values are determined using pricing models and discounted cash flow models that include management judgment and estimation, which may be significant.

In assigning the appropriate levels, the Company performs a detailed analysis of the assets and liabilities that are measured at fair value. In certain cases, the inputs used to measure fair value may fall into different levels of the fair value hierarchy. The level within which the fair value measurement is categorized is based on the lowest level input that is significant to the fair value measurement in its entirety. Therefore, an item may be classified in Level 3 even though there may be many significant inputs that are readily observable.

Valuation Methodologies

The Company has an established and documented process for determining fair value for financial assets and financial liabilities that are measured at fair value on either a recurring or nonrecurring basis. When available, quoted market prices are used to determine fair value. If quoted market prices are not available, fair value is based upon valuation techniques that use, where possible, current market-based or independently sourced parameters, such as interest rates, yield curves, foreign exchange rates, volatilities and credit curves. Valuation adjustments may be made to ensure the financial instruments are recorded at fair value. These adjustments include amounts that reflect counterparty credit quality and that consider the Company's

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

creditworthiness in determining the fair value of its trading liabilities. A description of the valuation methodologies used for certain financial assets and financial liabilities measured at fair value is as follows:

Recurring Fair Value Measurements:

Trading Account Assets: Trading account assets are recorded at fair value and primarily consist of securities and derivatives held for trading purposes. See discussion below on securities available for sale, which utilize the same valuation methodology as trading account securities. See also discussion below on derivatives valuation.

Securities Available for Sale: Securities available for sale are recorded at fair value based on readily available quoted market prices, if available. If such quoted market prices are not available, management utilizes third-party pricing services and broker quotations from dealers in the specific instruments. If no market prices or broker quotes are available, external pricing models are used. To the extent possible, these pricing model valuations utilize observable market inputs obtained for similar securities. Typical inputs include LIBOR and U.S. Treasury yield curves, benchmark yields, consensus prepayment estimates and credit spreads. Level 1 measured securities include U.S. Government and agency securities. Level 2 measured securities include residential mortgage-backed securities and certain asset-backed securities.

Derivatives: The Company's derivatives are primarily traded in over-the-counter markets where quoted market prices are not readily available. The Company values its derivatives using pricing models that are widely accepted in the financial services industry with inputs that are observable in the market or can be derived from or corroborated by observable market data. These models reflect the contractual terms of the derivatives including the period to maturity and market observable inputs such as yield curves and option volatility. Valuation adjustments are made to reflect counterparty credit quality and to consider the creditworthiness of the Company. Derivatives, which are included in trading account assets, trading account liabilities and other assets, are generally measured as Level 2.

Trading Account Liabilities: Trading account liabilities are recorded at fair value and primarily consist of derivatives and securities sold, not yet purchased. See discussion above on derivatives valuation. Securities sold, not yet purchased consist of U.S. Government securities and are measured as Level 1.

Nonrecurring Fair Value Measurements:

Loans Held for Sale: Residential mortgage and commercial loans held for sale are recorded at the lower of cost or fair value. The fair value of fixed-rate residential loans is based on whole loan forward prices obtained from GSEs. These loans are classified as Level 2. The fair value of commercial loans held for sale may be based on secondary market offerings for loans with similar characteristics or a valuation methodology utilizing the appraised value to outstanding loan balance ratio. These loan values are classified as Level 3.

Individually Impaired Loans: Individually impaired loans are evaluated and valued at the time the loan is identified as impaired based on the present value of the remaining expected cash flows. Because the discount factor applied is based on the loan's original effective yield rather than a current market rate, that present value does not represent fair value. However, as a practical expedient, an impaired loan may be measured based on a loan's observable market price or the underlying collateral securing the loan

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

(provided that the loan is collateral dependent), which does represent fair value. Collateral may be real estate or business assets including equipment. The value of collateral is determined based on independent appraisals. Appraised values may be adjusted based on management's historical knowledge, changes in market conditions from the time of valuation, and management's knowledge of the client and the client's business. The loan's market price is determined using market pricing for similar assets, adjusted for management judgment. Impaired loans are reviewed and evaluated at least quarterly for additional impairment and adjusted accordingly. Impaired loans that are adjusted to fair value based on underlying collateral or the loan's market price are classified as Level 3.

Private Equity and CRA Investments: Private equity and CRA investments are recorded either at cost or using the equity method and are evaluated for impairment. The valuation of these investments requires significant management judgment due to the absence of quoted market prices, lack of liquidity and the long-term nature of these assets. When required, the fair value of the investments was estimated using the net asset value (NAV) of the fund or based on the investee's business model, current and projected financial performance, liquidity and overall economic and market conditions. Private equity and CRA investment measurements are generally classified as Level 3.

OREO: OREO represents collateral acquired through foreclosure and is recorded at the lower of the loan's unpaid principal balance or the collateral's fair value, adjusted for disposition costs. OREO values are reviewed on an ongoing basis and any decline in value is recorded as a fair value adjustment. The value of OREO is determined based on independent appraisals and is generally classified as Level 3.

LIHC Investments: LIHC investments represent guaranteed and unguaranteed funds that are recorded using the effective yield or equity method of accounting, with the investment amortized over the period the tax credits are allocated. These investments are evaluated for impairment based on the realizability of the tax credits and benefits from operating losses. Realizability of the tax credits is based on the qualification of low-income status for the underlying properties. These investments are generally classified as Level 3.

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

Fair Value Measurements on a Recurring Basis

The following tables present financial assets and financial liabilities measured at fair value on a recurring basis as of June 30, 2009, December 31, 2009 and June 30, 2010, by major category and by valuation hierarchy level.

			June 30, 2009

(Dollars in thousands)			Level 1		Level 2		Level 3		Netting Adjustment(1)			Fair Value
Assets
	Trading account assets:
		U.S. Treasury	$	66,829	$	—	$	—	$	—		$	66,829
		Other U.S. government		46,895		—		—		—			46,895
		State and municipal		—		8,446		—		—			8,446
		Commercial paper		—		47,194		—		—			47,194
		Derivative contracts		1,985		801,314		—		(67,027	)		736,272

	Total trading account assets			115,709		856,954		—		(67,027	)		905,636
	Securities available for sale:
		Other U.S. government		709,696		—		—		—			709,696
		Residential mortgage-backed securities		—		6,446,308		—		—			6,446,308
		State and municipal		—		45,466		4,748		—			50,214
		Asset-backed and debt securities		—		96,970		—		—			96,970
		Equity securities		98,337		—		1,560		—			99,897
		Foreign securities		—		88		—		—			88

	Total securities available for sale			808,033		6,588,832		6,308		—			7,403,173
	Other assets(2)			—		139,765		—		(50,126	)		89,639

		Total assets	$	923,742	$	7,585,551	$	6,308	$	(117,153	)	$	8,398,448

Liabilities
	Trading account liabilities:
		Derivatives	$	5,590	$	757,265	$	—	$	(117,153	)	$	645,702
		Securities sold, not yet purchased		45,002		—		—		—			45,002

	Total trading account liabilities			50,592		757,265		—		(117,153	)		690,704

		Total liabilities	$	50,592	$	757,265	$	—	$	(117,153	)	$	690,704

(1): Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.
(2): Other assets include nontrading derivatives.

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

			December 31, 2009

(Dollars in thousands)			Level 1		Level 2		Level 3		Netting Adjustment(1)			Fair Value
Assets
	Trading account assets:
		U.S. Treasury	$	15,430	$	—	$	—	$	—		$	15,430
		Other U.S. government		28,649		—		—		—			28,649
		State and municipal		—		24,878		—		—			24,878
		Commercial paper		—		74,594		—		—			74,594
		Derivative contracts		1,453		648,227		—		(67,583	)		582,097

	Total trading account assets			45,532		747,699		—		(67,583	)		725,648
	Securities available for sale:
		U.S. Treasury		299,677		—		—		—			299,677
		Other U.S. government		12,277,418		—		—		—			12,277,418
		Residential mortgage-backed securities—agency		—		9,362,123		—		—			9,362,123
		Residential mortgage-backed securities—non-agency		—		391,439		—		—			391,439
		State and municipal		—		39,637		5,459		—			45,096
		Asset-backed and debt securities		—		108,135		—		—			108,135
		Equity securities		73,522		—		1,419		—			74,941

	Total securities available for sale			12,650,617		9,901,334		6,878		—			22,558,829
	Other assets(2)			—		97,186		—		(68,302	)		28,884

		Total assets	$	12,696,149	$	10,746,219	$	6,878	$	(135,885	)	$	23,313,361

Liabilities
	Trading account liabilities:
		Derivatives	$	1,978	$	630,951	$	—	$	(101,958	)	$	530,971
		Securities sold, not yet purchased		7,923		—		—		—			7,923

	Total trading account liabilities			9,901		630,951		—		(101,958	)		538,894
	Other liabilities(2)			—		12,164		—		(9,927	)		2,237

		Total liabilities	$	9,901	$	643,115	$	—	$	(111,885	)	$	541,131

(1): Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.
(2): Other assets and liabilities include nontrading derivatives.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

			June 30, 2010

(Dollars in thousands)			Level 1		Level 2		Level 3		Netting Adjustment(1)			Fair Value
Assets
	Trading account assets:
		U.S. Treasury	$	131,295	$	—	$	—	$	—		$	131,295
		Other U.S. government		55,675		—		—		—			55,675
		State and municipal		—		52,430		—		—			52,430
		Commercial paper		—		47,993		—		—			47,993
		Foreign exchange derivative contracts		516		49,558		—		(7,840	)		42,234
		Energy derivative contracts		—		181,306		—		(28,292	)		153,014
		Interest rate derivative contracts		133		636,424		—		(17,024	)		619,533
		Equity derivative contracts		—		18,604		—		(1,678	)		16,926

	Total trading account assets			187,619		986,315		—		(54,834	)		1,119,100
	Securities available for sale:
		U.S. Treasury		300,309		—		—		—			300,309
		Other U.S. government		12,088,242		—		—		—			12,088,242
		Residential mortgage-backed securities—agency		—		8,820,884		—		—			8,820,884
		Residential mortgage-backed securities—non-agency		—		340,323		—		—			340,323
		State and municipal		—		40,501		7,245		—			47,746
		Asset-backed and debt securities		—		111,454		—		—			111,454
		Equity securities		78,225		—		1,398		—			79,623

	Total securities available for sale			12,466,776		9,313,162		8,643		—			21,788,581
	Other assets:
		Interest rate hedging contracts		—		14,632		—		(4,099	)		10,533

	Total other assets			—		14,632		—		(4,099	)		10,533

		Total assets	$	12,654,395	$	10,314,109	$	8,643	$	(58,933	)	$	22,918,214

Liabilities
	Trading account liabilities:
		Foreign exchange derivative contracts	$	357	$	32,805	$	—	$	(7,083	)	$	26,079
		Energy derivative contracts		—		180,389		—		(23,206	)		157,183
		Interest rate derivative contracts		1,450		599,830		—		(46,253	)		555,027
		Equity derivative contracts		—		18,604		—		—			18,604
		Securities sold, not yet purchased		58,389		—		—		—			58,389

	Total trading account liabilities			60,196		831,628		—		(76,542	)		815,282
	Other liabilities			—		—		41,697		—			41,697

		Total liabilities	$	60,196	$	831,628	$	41,697	$	(76,542	)	$	856,979

(1): Amounts represent the impact of legally enforceable master netting agreements between the same counterparties that allow the Company to net settle all contracts.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

The following tables present a reconciliation of the assets measured at fair value on a recurring basis using significant unobservable inputs (Level 3) for the three and six months ended June 30, 2009 and 2010. Level 3 available for sale securities primarily consist of community redevelopment bonds. These bonds were carried at cost, which approximates fair value.

Securities Available for Sale

			For the Three Months Ended June 30,					For the Six Months Ended June 30,

(Dollars in thousands)			2009		2010			2009			2010
Balance, beginning of period			$	4,731	$	8,182		$	1,203,092		$	6,878
	Total gains/(losses) (realized/unrealized):
		Included in income before taxes		—		—			20			—
		Included in other comprehensive income (loss)		39		(27	)		(54,711	)		(20	)
	Purchases, sales, issuances and settlements			1,538		488			1,721			1,785
	Transfers in (out) Level 3⁽¹⁾			—		—			(1,143,814	)		—

Balance, end of period			$	6,308	$	8,643		$	6,308		$	8,643

Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period			$	—	$	—		$	—		$	—

Other Liabilities

		For the Three Months Ended June 30,		For the Six Months Ended June 30,

(Dollars in thousands)		2010		2010
Balance, beginning of period		$	—	$	—
	Purchases, sales, issuances and settlements		41,697		41,697

Balance, end of period		$	41,697	$	41,697

Changes in unrealized gains (losses) included in income before taxes for assets and liabilities still held at end of period		$	—	$	—

(1): The CLO portfolio was transferred out of Level 3 during the first quarter of 2009 as a result of the reclassification from available for sale to held to maturity. Held to maturity securities are not measured at fair value on a recurring basis and therefore are not subject to this fair value disclosure requirement.

There were no transfers in or out of the Level 1 and 2 valuation hierarchies during the six months ended June 30, 2010.

Fair Value Measurement on a Nonrecurring Basis

Certain assets may be measured at fair value on a nonrecurring basis. These assets are subject to fair value adjustments that result from the application of the lower of cost or fair value accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis during the six months ended June 30, 2009 and 2010 that were still held on the consolidated balance sheet as of the respective periods

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

ended, the following tables present the carrying value of such financial instruments by the level of valuation assumptions used to determine each fair value adjustment.

			June 30, 2009

(Dollars in thousands)			Carrying Value		Level 1		Level 2		Level 3		Loss for the Three Months Ended June 30, 2009			Loss for the Six Months Ended June 30, 2009
Securities:
	Held to Maturity Investments		$	1,556	$	—	$	—	$	1,556	$	(767	)	$	(767	)
Loans:
	Loans Held for Sale			24,506		—		8,525		15,981		(85	)		(85	)
	Impaired Loans			360,790		—		—		360,790		(75,345	)		(115,635	)
Other Assets:
	OREO			8,861		—		—		8,861		(2,224	)		(2,884	)
	CRA Investments			8,165		—		—		8,165		(5,103	)		(5,493	)
	Private Equity Investments			24,095		—		—		24,095		(2,473	)		(4,827	)

		Total	$	427,973	$	—	$	8,525	$	419,448	$	(85,997	)	$	(129,691	)

			June 30, 2010

(Dollars in thousands)			Carrying Value		Level 1		Level 2		Level 3		Loss for the Three Months Ended June 30, 2010			Loss for the Six Months Ended June 30, 2010
Loans:
	Impaired Loans		$	662,157	$	—	$	—	$	662,157	$	(9,071	)	$	(23,838	)
Other Assets:
	OREO			35,372		—		—		35,372		(729	)		(1,775	)
	Private Equity Investments			9,892		—		—		9,892		(2,879	)		(4,641	)

		Total	$	707,421	$	—	$	—	$	707,421	$	(12,679	)	$	(30,254	)

Loans include residential mortgage and commercial loans held for sale measured at the lower of cost or fair value and individually impaired loans that are measured based on the fair value of the underlying collateral or the fair value of the loan. The fair value of fixed-rate residential mortgage loans was determined using whole loan forward prices obtained from GSEs. The fair value of commercial loans was determined using market pricing for similar assets, adjusted for management judgment. The fair value of impaired loans was determined based on appraised values of the underlying collateral or market pricing for the loan, adjusted for management judgment.

Other assets consist of private equity investments that were written down to fair value due to impairment and OREO that was measured at the lower of cost or fair value. The fair value of OREO was primarily based on independent appraisals.

Private equity investments with a total fair value of $9.9 million at June 30, 2010 relate to five funds that invest in the communications and media industries, the oil and gas sector, office and industrial properties, mezzanine, private equity and other senior debt instruments of companies undergoing leveraged buyouts or

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Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

recapitalization. The fair value of these investments was estimated using NAV. There was $2.6 million in unfunded commitments related to these investments included in the above nonrecurring fair value table at June 30, 2010.

Fair Value of Financial Instruments Disclosures

In addition to financial instruments recorded at fair value in the Company's financial statements, the disclosure of the estimated fair value of financial instruments that are not carried at fair value is also required. Excluded from this disclosure requirement are lease financing arrangements, investments accounted for under the equity method, employee pension and other postretirement obligations and all nonfinancial assets and liabilities, including goodwill and other intangible assets such as long-term customer relationships. The fair values presented are estimates for certain individual financial instruments and do not represent an estimate of the fair value of the Company as a whole.

Certain financial instruments that are not recognized at fair value on the consolidated balance sheet are carried at amounts that approximate fair value due to their short-term nature. These financial instruments include cash and due from banks, interest bearing deposits in banks, federal funds sold and purchased, securities purchased under resale agreements, securities sold under repurchase agreements and commercial paper. In addition, the fair value of deposits with no stated maturity, such as noninterest bearing demand deposits, interest bearing checking, and market rate and other savings are deemed to equal their carrying values.

Private equity investments including direct investments in privately held companies and indirect investments in private equity funds are carried at amounts that approximate fair value. Due to the unavailability of quoted market prices, the investments are initially valued based on cost and subsequently valued utilizing available market data to determine if the carrying value of these investments should be adjusted. Valuations are based on the investee's recent financial performance and future potential, the value of underlying investee's assets, the risks associated with the particular business, current market conditions, and other relevant factors.

The carrying value of the off-balance sheet commitments, which include commitments to extend credit and standby and commercial letters of credit, represent the unamortized fee income assessed based on the credit quality and other covenants imposed on the borrower. Since the amount originally assessed represents the market rate that would be charged for similar agreements, management believes that the carrying value approximates the fair value of these instruments.

Financial instruments for which their carrying values do not approximate fair value include loans, interest bearing deposits with stated maturities, other borrowed funds, medium- and long-term debt, and trust notes.

Securities held to maturity: The fair value of CLOs classified as held to maturity was estimated using a pricing model and broker quotes. The model is based on internally developed assumptions using available market data obtained from market participants and credit rating agencies.

Loans: The fair values of FDIC covered loans were originally estimated at acquisition date using a discounted cash flow methodology that considered factors including the type of loan and related collateral, risk classification, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. The carrying value at June 30, 2010 approximated fair value. The fair values of

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 14—Fair Value Measurement and Fair Value of Financial Instruments (Continued)

mortgage loans were estimated based on quoted market prices for loans with similar credit and interest rate risk characteristics. The fair values of other types of loans were estimated based upon the type of loan and maturity. The fair value of these loans was determined by discounting the future expected cash flows using the current origination rates for similar loans made to borrowers with similar credit ratings.

FDIC indemnification asset: The fair value of the FDIC indemnification asset was estimated at each acquisition date using the present value of the cash flows that the Bank expect to collect from the FDIC under the loss share agreements. The carrying value at June 30, 2010, which reflects accretion since acquisition dates, approximated fair value.

Interest bearing deposits: The fair values of savings accounts and certain money market accounts were based on the amounts payable on demand at the reporting date. The fair value of fixed maturity certificates of deposit was estimated using a discounted cash flow calculation that applies current interest rates being offered on certificates with similar maturities.

Other borrowed funds: The fair values of Federal Reserve Bank term borrowings, Federal Home Loan Bank borrowings and term federal funds purchased were estimated using a discounted cash flow calculation that applies current market rates for applicable maturities. The carrying values of other short-term borrowed funds were assumed to approximate their fair value due to their limited duration.

Medium- and long-term debt: The fair value of medium- and long-term debt was estimated using either a discounted cash flow analysis based on current market interest rates for debt with similar maturities and credit quality or estimated using market quotes.

Trust notes: The fair value of trust notes was estimated using market quotes of similar securities.

The table below presents the carrying value and estimated fair value of certain financial instruments held by the Company as of December 31, 2009 and June 30, 2010.

		December 31, 2009				June 30, 2010

(Dollars in thousands)		Carrying Value		Fair Value		Carrying Value		Fair Value
Assets
	Securities held to maturity	$	1,227,718	$	1,457,558	$	1,265,886	$	1,433,596
	Loans, net of allowance for loan losses⁽¹⁾		45,222,765		44,924,749		46,369,254		46,179,201
	FDIC indemnification asset		—		—		908,771		908,771
Liabilities
	Interest bearing deposits		53,958,664		53,969,991		50,951,294		51,009,041
	Other borrowed funds		591,934		591,953		286,275		286,295
	Medium- and long-term debt		4,212,184		4,180,328		4,702,403		4,721,276
	Junior subordinated debt payable to subsidiary grantor trust		13,527		13,076		13,419		14,307
Off-Balance Sheet Instruments
	Commitments to extend credit		122,986		122,986		119,098		119,098
	Standby and commercial letters of credit		5,772		5,772		6,350		6,350

(1): Excludes lease financing, net of related allowance

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging

The Company is a party to certain derivative and other financial instruments that are entered into for the purpose of trading, meeting the needs of customers, and changing the impact on the Company's operating results due to market fluctuations in currency and/or interest rates.

Credit and market risks are inherent in derivative instruments. Credit risk is defined as the possibility that a loss may occur from the failure of another party to perform in accordance with the terms of the contract, which exceeds the value of the existing collateral, if any. The Company utilizes master netting and collateral support annex (CSA) agreements in order to reduce its exposure to credit risk. Master netting agreements mitigate credit risk by permitting the offset of amounts due from and to individual counterparties in the event of default. The CSA requires the counterparty with derivatives in a net loss position to provide collateral as prescribed by such agreement. Additionally, the Company considers the potential loss in the event of counterparty default in estimating the fair value amount of the derivative instrument. Market risk is the possibility that future changes in market conditions may make the financial instrument less valuable.

Derivatives are used to manage exposure to interest rate and foreign currency risk, generate profits from proprietary trading and assist customers with their risk management objectives. The Company designates derivative instruments as those used for US GAAP hedge accounting purposes, and those for trading or economic hedge purposes. All derivative instruments are recognized as assets or liabilities on the consolidated balance sheet at fair value.

The tables below present the notional amounts, and the location and fair value amounts of the Company's derivative instruments reported on the consolidated balance sheet, segregated between derivative instruments designated and qualifying as hedging instruments under US GAAP and all other derivative instruments as of June 30, 2009, December 31, 2009 and June 30, 2010.

		June 30, 2009

				Asset Derivatives(1)			Liability Derivatives(1)
(Dollars in thousands)		Notional Amount		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Total derivatives designated as hedging instruments under US GAAP:
	Interest rate contracts(2)	$	6,250,000	Other assets	$	139,765	Other liabilities	$	—

Derivatives not designated as hedging instruments under US GAAP:
	Foreign exchange contracts	$	3,138,371	Trading account assets	$	51,673	Trading account liabilities	$	42,479
	Energy contracts		3,501,515	Trading account assets		255,498	Trading account liabilities		259,186
	Interest rate contracts		24,859,280	Trading account assets		489,442	Trading account liabilities		454,504
	Equity contracts		148,234	Trading account assets		6,686	Trading account liabilities		6,686
	Other contracts		5,778	Other assets		194	Other liabilities		(1,043	)

Total derivatives not designated as hedging instruments under US GAAP		$	31,653,178		$	803,493		$	761,812

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

		December 31, 2009

				Asset Derivatives(1)			Liability Derivatives(1)
(Dollars in thousands)		Notional Amount		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Total derivatives designated as hedging instruments under US GAAP:
	Interest rate contracts(2)	$	8,800,000	Other assets	$	97,186	Other liabilities	$	12,164

Derivatives not designated as hedging instruments under US GAAP:
	Foreign exchange contracts	$	2,701,925	Trading account assets	$	22,398	Trading account liabilities	$	27,097
	Energy contracts		3,405,389	Trading account assets		166,395	Trading account liabilities		167,640
	Interest rate contracts		25,226,564	Trading account assets		446,756	Trading account liabilities		424,060
	Equity contracts		254,372	Trading account assets		14,133	Trading account liabilities		14,133
	Other contracts		5,350	Other assets		389	Other liabilities		(848	)

Total derivatives not designated as hedging instruments under US GAAP		$	31,593,600		$	650,071		$	632,082

		June 30, 2010

				Asset Derivatives(1)			Liability Derivatives(1)
(Dollars in thousands)		Notional Amount		Balance Sheet Location	Fair Value		Balance Sheet Location	Fair Value
Total derivatives designated as hedging instruments under US GAAP:
	Interest rate contracts(2)	$	4,000,000	Other assets	$	14,632	Other liabilities	$	—

Derivatives not designated as hedging instruments under US GAAP:
	Foreign exchange contracts	$	3,762,692	Trading account assets	$	50,074	Trading account liabilities	$	33,162
	Energy contracts		3,644,782	Trading account assets		181,306	Trading account liabilities		180,389
	Interest rate contracts		27,359,745	Trading account assets		636,557	Trading account liabilities		601,280
	Equity contracts		702,274	Trading account assets		18,605	Trading account liabilities		18,605
	Other contracts		4,667	Other assets		260	Other liabilities		(977	)

Total derivatives not designated as hedging instruments under US GAAP		$	35,474,160		$	886,802		$	832,459

(1): Asset and liability values are presented gross, excluding the impact of legally enforceable master netting and CSA agreements.
(2): The fair value includes unamortized premium of $6.1 million, $3.0 million and $4.3 million related to terminated contracts at June 30, 2009, December 31, 2009 and June 30, 2010, respectively.

Certain of the Company's derivative instruments contain provisions that require the Company to maintain a specified credit rating. If the Company's credit rating was to fall below the specified rating, the counterparties to these derivative instruments could terminate the contract and demand immediate payment or demand

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

immediate and ongoing full overnight collateralization for those derivative instruments in net liability positions. At June 30, 2010, the aggregate fair value (including net interest payable/receivable) of all derivative instruments with credit-risk mitigated contingent features that are in a liability position was $73.1million. The Company had pledged securities (including accrued interest) of $55.0 million for collateral in the normal course of business. If all of the credit-risk-related contingent features underlying these agreements had been triggered on June 30, 2010, the Company would have been required to provide additional collateral of $18.1 million to settle these contracts.

Derivatives used in Asset and Liability Management

Derivative instruments are integral components of the Company's asset and liability management activities. The Company uses interest rate derivatives to manage the Company's net interest income sensitivity to changes in market interest rates. These instruments are used to manage interest rate risk relating to specified groups of assets and liabilities, primarily LIBOR-based commercial loans, certificates of deposit, borrowings, and fixed rate subordinated debt. The following describes the significant hedging strategies of the Company.

Cash Flow Hedges

Hedging Strategies for Variable Rate Loans, Borrowings and Certificates of Deposit and Other Time Deposits

The Company engages in several types of cash flow hedging strategies related to forecasted future interest payments, with the hedged risk being the variability in those payments due to changes in the designated benchmark rate (i.e., U.S. dollar LIBOR). In these strategies, the hedging instruments are matched with groups of similar variable rate instruments such that the reset tenor of the variable rate instruments and that of the hedging instrument are identical. Cash flow hedging strategies include the utilization of purchased floor, cap, collars and corridor options and interest rate swaps. At June 30, 2010, the weighted average remaining life of the currently active (excluding any forward positions) cash flow hedges was approximately 2.8 years.

The Company uses purchased interest rate floors to hedge the variable cash flows associated with 1-month or 3-month LIBOR indexed loans. Payments received under the floor contract offset the decline in loan interest income if the relevant LIBOR index falls below the floor's strike rate.

The Company uses interest rate floor corridors to hedge the variable cash flows associated with 1-month or 3-month LIBOR indexed loans. Net payments to be received under the floor corridor contracts offset the decline in loan interest income if the relevant LIBOR index falls below the corridor's upper strike rate but only to the extent the index remains above the lower strike rate. The corridor will not provide protection from declines in the relevant LIBOR index to the extent it falls below the corridor's lower strike rate.

The Company uses interest rate collars to hedge the variable cash flows associated with 1-month or 3-month LIBOR indexed loans. Net payments received under the collar contract offset declines in loan interest income if the relevant LIBOR index falls below the collar's floor strike rate, while net payments paid reduce the increase in loan interest income if the LIBOR index rises above the collar's cap strike rate.

The Company uses interest rate swaps to hedge the variable cash flows associated with 1-month or 3-month LIBOR indexed loans. Payments received (or paid) under the swap contract offset fluctuations in loan

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

interest income caused by changes in the relevant LIBOR index. As such, these instruments hedge all fluctuations in the loans' interest income caused by changes in the relevant LIBOR index.

The Company uses purchased interest rate caps to hedge the variable interest cash flows associated with 1-month or 3-month LIBOR indexed borrowings. Payments received under the cap contract offset the increase in borrowing interest expense if the relevant LIBOR index rises above the cap's strike rate.

The Company uses purchased interest rate caps to hedge the variable interest cash flows associated with the forecasted issuance and rollover of short-term, fixed rate CDs. In these hedging relationships, the Company hedges the change in interest rates based on 1-month, 3-month, and 6-month LIBOR, which is consistent with the CDs' original term to maturity and reflects their repricing frequency. Net payments to be received under the cap contract offset increases in interest expense caused by the relevant LIBOR index rising above the cap's strike rate.

The Company uses interest rate cap corridors to hedge the variable cash flows associated with the forecasted issuance and rollover of short-term, fixed rate CDs. In these hedging relationships, the Company hedges changes in interest rates, either 1-month, 3-month, or 6-month LIBOR, based on the original term to maturity of the CDs. Net payments received under the cap corridor contract offset increases in deposit interest expense caused by the relevant LIBOR index rising above the corridor's lower strike rate but only to the extent the index does not exceed the upper strike rate. The corridor will not provide protection from increases in the relevant LIBOR index to the extent it rises above the corridor's upper strike rate.

Hedging transactions are structured at inception so that the notional amounts of the hedging instruments are matched to an equal principal amount of loans, CDs, or borrowings, the index and repricing frequencies of the hedging instruments match those of the loans, CDs, or borrowings and the period in which the designated hedged cash flows occurs is equal to the term of the hedge instruments. As such, most of the ineffectiveness in the hedging relationship results from the mismatch between the timing of reset dates on the hedging instruments versus those of the loans, CDs or borrowings.

For cash flow hedges, the effective portion of the gain or loss on the hedging instruments is reported as a component of other comprehensive income and reclassified into earnings in the same period or periods during which the hedged cash flows are recognized in net interest income. Gains and losses representing hedge ineffectiveness or hedge components excluded from the assessment of hedge effectiveness are recognized in noninterest expense in the period in which they arise. Based upon amounts included in accumulated other comprehensive income at June 30, 2010, the Company expects to realize approximately $4.6 million in net interest income during the twelve months ending June 30, 2011. This amount could differ from amounts actually realized due to changes in interest rates and the addition of other hedges subsequent to June 30, 2010.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

The following tables present the amount and location of the net gains and losses recorded in the Company's consolidated statements of income and changes in stockholder's equity for derivatives designated as cash flow hedges for the three and six months ended June 30, 2009 and June 30, 2010.

		Amount of Gain or (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)					Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)					Gain or (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion and Amount Excluded from Effectiveness Testing)

		For the Three Months Ended June 30,						For the Three Months Ended June 30,					For the Three Months Ended June 30,
(Dollars in thousands)		2009		2010			Location	2009		2010		Location	2009		2010
Derivatives in cash flow hedging relationships
							Interest income	$	33,198	$	17,265
	Interest rate contracts	$	28,675	$	(12,806	)	Interest expense		41		—	Noninterest expense	$	61	$	1

Total		$	28,675	$	(12,806	)		$	33,239	$	17,265		$	61	$	1

		Amount of Gain or (Loss) Recognized in OCI on Derivative Instruments (Effective Portion)					Gain or (Loss) Reclassified from Accumulated OCI into Income (Effective Portion)					Gain or (Loss) Recognized in Income on Derivative Instruments (Ineffective Portion and Amount Excluded from Effectiveness Testing)

		For the Six Months Ended June 30,						For the Six Months Ended June 30,					For the Six Months Ended June 30,
(Dollars in thousands)		2009		2010			Location	2009		2010		Location	2009		2010
Derivatives in cash flow hedging relationships
							Interest income	$	65,336	$	37,381
	Interest rate contracts	$	35,657	$	(14,703	)	Interest expense		15		—	Noninterest expense	$	75	$	(5	)

Total		$	35,657	$	(14,703	)		$	65,351	$	37,381		$	75	$	(5	)

Trading Derivatives and Economic Hedges

Derivative instruments classified as trading include both derivatives entered into for the Company's own account and as an accommodation for customers. Derivatives held for trading purposes are included in trading assets or trading liabilities with changes in fair value reflected in trading income or losses. The majority of the Company's derivative transactions for customers were essentially offset by contracts with third parties that reduce or eliminate market risk exposures.

The Company offers market-linked certificates of deposit, which allow the client to earn the higher of either a minimum fixed rate of interest or a return tied to the S&P 500, the Dow Jones UBS Commodity Index or a currency-linked index. The Company hedges its exposure to the embedded derivative contained in market-linked CDs with a perfectly matched over-the-counter call option. Both the embedded derivative and call option are recorded at fair value with the realized and unrealized changes in fair value recorded in noninterest income within trading account activities.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 15—Derivative Instruments and Other Financial Instruments Used For Hedging (Continued)

The Company has a limited portfolio of market path CDs, which provide the current CD holders with a return tied to the respective index. The Company engages in an economic hedging strategy in which the interest paid based on the respective index is exchanged for a fixed rate of interest. The Company accounts for the derivative embedded in the market path CD separately at fair value. A total return swap that encompasses the value of a series of options that had individually hedged each CD is recorded at fair value. The fair value of the embedded derivative and the hedge instrument are recorded in other assets and other liabilities and the changes in the fair value of the embedded derivative and the hedge instrument are recognized as interest expense.

The following tables present the amount and location of the net gains and losses reported in the consolidated statement of income for derivative instruments classified as trading and derivatives used as economic hedges for the three and six months ended June 30, 2009 and June 30, 2010.

		Gain or (Loss) Recognized in Income on Derivative Instruments

(Dollars in thousands)		Location	For the Three Months Ended June 30, 2009			For the Six Months Ended June 30, 2009
Trading Derivatives and Economic Hedges:
	Interest rate contracts	Trading account activities	$	3,976		$	8,533
	Foreign exchange contracts	Trading account activities		9,376			17,447
	Energy contracts	Trading account activities		(3,882	)		453
	Equity contracts	Trading account activities		681			1,108
	Other contracts	Interest expense		(44	)		(82	)

Total			$	10,107		$	27,459

		Gain or (Loss) Recognized in Income on Derivative Instruments

(Dollars in thousands)		Location	For the Three Months Ended June 30, 2010			For the Six Months Ended June 30, 2010
Trading Derivatives and Economic Hedges:
	Interest rate contracts	Trading account activities	$	5,594		$	8,035
	Foreign exchange contracts	Trading account activities		7,776			16,695
	Energy contracts	Trading account activities		2,948			5,232
	Equity contracts	Trading account activities		3,180			6,121
	Other contracts	Interest expense		(21	)		(45	)

Total			$	19,477		$	36,038

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 16—Accumulated Other Comprehensive Loss

The following table presents the change in each of the components of other comprehensive loss and the related tax effect of the change allocated to each component.

(Dollars in thousands)		Before Tax Amount			Tax Effect			Net of Tax

For the Six Months Ended June 30, 2009:
Cash flow hedge activities:
	Unrealized net gains on hedges arising during the period	$	35,657		$	(14,010	)	$	21,647
	Less: accretion of privatization-related fair value adjustment		7,330			(2,804	)		4,526
	Less: reclassification adjustment for net gains on hedges included in net income		(65,351	)		25,601			(39,750	)

Net change in unrealized gains on hedges			(22,364	)		8,787			(13,577	)

Securities:
	Unrealized holding gains arising during the period on securities available for sale		54,706			(21,494	)		33,212
	Reclassification adjustment for net gains on securities available for sale included in net income		(598	)		235			(363	)
	Less: accretion of privatization-related fair value adjustment on securities available for sale		(10,553	)		4,146			(6,407	)
	Less: accretion of privatization-related fair value adjustment on held-to-maturity securities		(6,414	)		2,520			(3,894	)
	Less: accretion of net unrealized losses on held to maturity securities		30,369			(11,932	)		18,437

Net change in unrealized losses on securities			67,510			(26,525	)		40,985

Foreign currency translation adjustment			331			(130	)		201

Reclassification adjustment for pension and other benefits included in net income:
	Amortization of prior service costs		(31	)		12			(19	)
	Amortization of transition amount		656			(258	)		398
	Recognized net actuarial loss		11,567			(4,545	)		7,022

Net change in pension and other benefits			12,192			(4,791	)		7,401

Net change in accumulated other comprehensive loss		$	57,669		$	(22,659	)	$	35,010

For the Six Months Ended June 30, 2010:
Cash flow hedge activities:
	Unrealized net losses on hedges arising during the period	$	(14,703	)	$	5,777		$	(8,926	)
	Less: accretion of privatization-related fair value adjustment		1,756			(690	)		1,066
	Less: Reclassification adjustment for net gains on hedges included in net income		(39,137	)		15,377			(23,760	)

Net change in unrealized gains on hedges			(52,084	)		20,464			(31,620	)

Securities:
	Unrealized holding gains arising during the period on securities available for sale		284,703			(111,860	)		172,843
	Reclassification adjustment for net gains on securities available for sale included in net income		(61,152	)		24,027			(37,125	)
	Less: accretion of privatization-related fair value adjustment on securities available for sale		(1,107	)		435			(672	)
	Less: accretion of privatization-related fair value adjustment on held to maturity securities		(13,024	)		5,117			(7,907	)
	Less: accretion of net unrealized losses on held to maturity securities		45,798			(17,994	)		27,804

Net change in unrealized losses on securities			255,218			(100,275	)		154,943

Foreign currency translation adjustment			(742	)		292			(450	)

Reclassification adjustment for pension and other benefits included in net income:
	Amortization of prior service costs		(31	)		12			(19	)
	Amortization of transition amount		656			(258	)		398
	Recognized net actuarial loss		10,447			(3,243	)		7,204

Net change in pension and other benefits			11,072			(3,489	)		7,583

Net change in accumulated other comprehensive loss		$	213,464		$	(83,008	)	$	130,456

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 16—Accumulated Other Comprehensive Loss (Continued)

The following table presents the change in accumulated other comprehensive loss balances.

(Dollars in thousands)	Net Unrealized Gains (Losses) on Cash Flow Hedges			Net Unrealized Gains (Losses) on Securities			Foreign Currency Translation Adjustment			Pension and Other Benefits Adjustment			Accumulated Other Comprehensive Loss

Balance, December 31, 2008	$	73,308		$	(352,710	)	$	(1,113	)	$	(531,336	)	$	(811,851	)
Change during the period		(13,577	)		40,985			201			7,401			35,010

Balance, June 30, 2009	$	59,731		$	(311,725	)	$	(912	)	$	(523,935	)	$	(776,841	)

Balance, December 31, 2009	$	19,298		$	(296,309	)	$	263		$	(374,114	)	$	(650,862	)
Change during the period		(31,620	)		154,943			(450	)		7,583			130,456

Balance, June 30, 2010	$	(12,322	)	$	(141,366	)	$	(187	)	$	(366,531	)	$	(520,406	)

Note 17—Commitments, Contingencies and Guarantees

The following table summarizes the Company's significant commitments.

(Dollars in thousands)	June 30, 2010

Commitments to extend credit	$	22,145,572
Standby letters of credit		4,603,630
Commercial letters of credit		54,966
Risk participations in bankers' acceptances		232
Commitments to fund principal investments		85,204
Commitments to fund LIHC investments		147,350
Commitments to fund CLO securities		11,589

Commitments to extend credit are legally binding agreements to lend to a customer provided there are no violations of any condition established in the contract. Commitments have fixed expiration dates or other termination clauses and may require maintenance of compensatory balances. Since many of the commitments to extend credit may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash flow requirements.

Standby and commercial letters of credit are conditional commitments issued to guarantee the performance of a customer to a third party. Standby letters of credit generally are contingent upon the failure of the customer to perform according to the terms of the underlying contract with the third party, while commercial letters of credit are issued specifically to facilitate foreign or domestic trade transactions. Additionally, the Company enters into risk participations in bankers' acceptances wherein a fee is received to guarantee a portion of the credit risk on an acceptance of another bank. The majority of these types of commitments have terms of one year or less. At June 30, 2010, the carrying value of the Company's risk participations in bankers' acceptances and standby and commercial letters of credit totaled $6.3 million. Estimated exposure to loss related to these commitments is covered by the allowance for losses on off-balance sheet commitments. The carrying value of the standby and commercial letters of credit and the allowance for losses on off-balance sheet commitments are included in other liabilities on the consolidated balance sheet.

Table of Contents

UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 17—Commitments, Contingencies and Guarantees (Continued)

The credit risk involved in issuing loan commitments and standby and commercial letters of credit is essentially the same as that involved in extending loans to customers and is represented by the contractual amount of these instruments. Collateral may be obtained based on management's credit assessment of the customer.

Principal investments include direct investments in private and public companies and indirect investments in private equity funds. The Company issues commitments to provide equity and mezzanine capital financing to private and public companies through either direct investments in specific companies or through investment funds and partnerships. The timing of future cash requirements to fund such commitments is generally dependent on the investment cycle. This cycle, the period over which privately-held companies are funded by private equity investors and ultimately sold, merged, or taken public through an initial offering, can vary based on overall market conditions as well as the nature and type of industry in which the companies operate.

The Company invests in either guaranteed or unguaranteed LIHC investments. The guaranteed LIHC investments carry a minimum rate of return guarantee by a creditworthy entity. The unguaranteed LIHC investments carry partial guarantees covering the timely completion of projects, availability of tax credits and operating deficit thresholds from the issuer. For these LIHC investments, the Company has committed to provide additional funding as stipulated by its investment participation.

The Company is a fund manager for limited liability companies issuing LIHC investments. LIHC investments provide tax benefits to investors in the form of tax deductions from operating losses and tax credits. To facilitate the sale of these LIHC investments, the Company guarantees a minimum rate of return throughout the investment term of over a twelve-year weighted average period. Additionally, the Company receives guarantees which include the timely completion of projects, availability of tax credits and operating deficit thresholds from the limited liability partnerships/corporations issuing the LIHC investments that reduce the Company's ultimate exposure to loss. As of June 30, 2010, the Company's maximum exposure to loss under these guarantees is limited to a return of investor capital and minimum investment yield, or $215.1 million. The risk that the Company would be required to pay investors for a yield deficiency is low, based on the continued satisfactory performance of the underlying properties. The Company has a reserve of $7.5 million recorded related to these guarantees, which represents the remaining unamortized fair value of the guarantee fees that were recognized at inception. For information on the Company's LIHC investments that were consolidated, refer to Note 8 to these consolidated financial statements.

The Company guarantees its subsidiaries' leveraged lease transactions with terms ranging from fifteen to thirty years. Following the original funding of these leveraged lease transactions, the Company does not have any material obligation to be satisfied. As of June 30, 2010, we had no exposure to loss for these agreements.

The Company conducts securities lending transactions for institutional customers as a fully disclosed agent. At times, securities lending indemnifications are issued to guarantee that a security lending customer will be made whole in the event the borrower does not return the security subject to the lending agreement and collateral held is insufficient to cover the market value of the security. All lending transactions are collateralized, primarily by cash. The amount of securities lent with indemnifications was $1,579 million at June 30, 2010. The market value of the associated collateral was $1,619 million at June 30, 2010. As of June 30, 2010, the Company had no exposure that would require it to pay under this securities lending indemnification, since the collateral market value exceeded the securities lent.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 17—Commitments, Contingencies and Guarantees (Continued)

The Company occasionally enters into financial guarantee contracts where a premium is received from another financial institution counterparty to guarantee a portion of the credit risk on interest rate swap contracts entered into between the financial institution and its customer. The Company becomes liable to pay the financial institution only if the financial institution is unable to collect amounts owed to them by their customer. As of June 30, 2010, the maximum exposure to loss under these contracts totaled $48.5 million. The risk that the Company would be required to perform under these guarantees varies based on the creditworthiness of the other financial institution's customer. Credit risk grades are assigned by the Company based on the estimated probability of default. The risk of default is considered low for those with superior to good credit ratings, moderate for those with satisfactory to adequate credit ratings, and high for those considered special mention, substandard, doubtful and loss. Based on these criteria, at June 30, 2010, the Company had a maximum exposure to loss under these contracts with a low, moderate, and high risk of payment exposure of $3.8 million, $31.3 million, and $13.4 million, respectively. At June 30, 2010, the Company maintained a reserve of $2.3 million for losses related to these guarantees.

The Company is a member of the Visa USA network (Visa), whose bylaws require members to indemnify it against losses related to certain antitrust lawsuits proportionate to each member's ownership interest in Visa. The Company had a liability of $4.2 million and $3.1 million at December 31, 2009 and June 30, 2010, respectively, representing the estimated fair value of the Company's obligations under the indemnity provisions. Visa has funded all settlements to date for the lawsuits through an escrow account they maintain, but there is no assurance this will continue. Each quarter the Company reviews public disclosures made by Visa about the lawsuits and activity in their escrow account, and uses the information to revise its estimate of the fair value of the indemnity obligation and adjust the liability as appropriate.

The Company is subject to various pending and threatened legal actions that arise in the normal course of business. Reserves for losses from legal actions that are both probable and estimable are recorded at the time of that determination. Management believes that the disposition of all claims currently pending will not have a material adverse effect on the Company's consolidated financial condition, operating results or liquidity.

Note 18—Business Segments

As a result of a corporate reorganization in the fourth quarter of 2009, the Company reevaluated its business segments. Under the new organizational structure, the Company has three operating segments: Retail Banking Group, Corporate Banking Group and Pacific Rim Corporate Group. The Corporate Banking Group and Pacific Rim Corporate Group segments have been aggregated together. The Company has two reportable business segments: Retail Banking and Corporate Banking.

Prior to this reorganization, the various operating segments were aggregated into two reportable business segments formerly known as "Retail Banking" and "Wholesale Banking". The Company's new reportable business segment structure is similar to the previous structure. However, the Global and Wealth Markets division, which was previously included in Retail Banking, is now included in Corporate Banking. Additionally, the goodwill, intangible assets, and related amortization/accretion associated with the privatization transaction previously were included in the Company's segment results. To align with the chief operating decision maker's view of these segments, the Company has adjusted the 2009 reportable business segment results to exclude privatization-related goodwill, intangible assets, and related amortization/accretion from the reportable business segment results and included such amounts in "Other."

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 18—Business Segments (Continued)

•: Retail Banking offers a range of banking products and services, primarily to individuals and small businesses, delivered generally through a network of branches and ATMs located in the western U.S. and telephone and internet access 24-hours-a-day. These products offered include mortgages, home equity lines of credit, consumer and commercial loans, and deposit accounts.
•: Corporate Banking provides credit, depository and cash management services, investment and risk management products to businesses, individuals and target specialty niches. Services include commercial and project loans, real estate financing, asset-based financing, trade finance and letters of credit, lease financing, customized cash management services and capital markets products, as well as trust, private banking, investment and asset management services for individuals and institutions. The Pacific Rim Corporate Group offers a range of credit, deposit, and investment management products and services to companies headquartered in either Japan or the U.S.

"Other" is comprised of certain non-bank subsidiaries of UnionBanCal Corporation; the transfer pricing center; the earnings associated with the allowance for credit losses; the amount of the provision for credit losses over/(under) the risk-adjusted return on capital (RAROC) expected loss for the period; the residual costs of support groups; goodwill, intangible assets, and the related amortization/accretion associated with the Company's privatization transaction; the elimination of the fully taxable-equivalent basis amount; and the difference between the marginal tax rate and the consolidated effective tax rate. In addition, "Other" includes Corporate Treasury, which is responsible for Asset-Liability Management (ALM), wholesale funding, and the ALM investment securities and derivatives hedging portfolios.

The information, set forth in the tables that follow, reflects selected income statement and balance sheet items by business segment. The information presented does not necessarily represent the business units' financial condition and results of operations were they 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 the tables are derived from the internal management reporting system used by management to measure the performance of the individual segments and the Company overall. The management reporting system assigns balance sheet and income statement items to each operating 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. During the first quarter of 2010, the Company refined its transfer pricing methodology with respect to reference rates for deposits and to include additional assumptions about liquidity premiums, benefits granted for eligible loan collateral and charges for collateral requirements on deposits. Noninterest income and expense directly attributable to an operating segment are assigned to that operating segment. Certain indirect costs, such as operations and technology expense, are allocated to the segments based on studies of billable unit costs for product or data processing. Other indirect costs, such as corporate overhead, are allocated to an operating segment based on a predetermined percentage of usage. Under the Company's RAROC methodology, credit expense is charged to an operating segment 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.

The Company reflects a "market view" perspective in measuring the business segments. The market view is a measurement of customer markets aggregated to show all revenues generated and expenses incurred from all products and services sold to those customers regardless of where product areas organizationally report.

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 18—Business Segments (Continued)

Therefore, revenues and expenses are included in both the business segment that provides the service and the business segment that manages the customer relationship. The duplicative results from this internal management accounting view are reflected in "Reconciling Items."

The business segment results for prior periods have been restated to reflect changes in the transfer pricing methodology, the organizational changes that have occurred and the market view contribution.

		Retail Banking				Corporate Banking

		As of and for the Three Months Ended June 30,				As of and for the Three Months Ended June 30,
		2009		2010		2009		2010
Results of operations—Market View (dollars in thousands):
	Net interest income (expense)	$	204,921	$	261,307	$	323,341	$	387,326
	Noninterest income (expense)		71,856		74,118		131,438		144,793

	Total revenue		276,777		335,425		454,779		532,119
	Noninterest expense (income)		197,811		230,480		196,570		247,083
	Credit expense (income)		6,873		6,718		86,426		74,112

	Income (loss) before income taxes and including noncontrolling interests		72,093		98,227		171,783		210,924
	Income tax expense (benefit)		28,188		38,407		45,965		58,789

	Net income (loss) including noncontrolling interests		43,905		59,820		125,818		152,135
	Less: Net income (loss) from noncontrolling interests		—		—		—		—

	Net income (loss) attributable to UNBC	$	43,905	$	59,820	$	125,818	$	152,135

	Total assets, end of period—Market View (dollars in millions):	$	21,974	$	22,972	$	33,600	$	30,896

		Other						Reconciling Items						UnionBanCal Corporation

		As of and for the Three Months Ended June 30,						As of and for the Three Months Ended June 30,						As of and for the Three Months Ended June 30,
		2009			2010			2009			2010			2009			2010
Results of operations—Market View (dollars in thousands):
	Net interest income (expense)	$	36,008		$	(34,897	)	$	(13,924	)	$	(13,343	)	$	550,346		$	600,393
	Noninterest income (expense)		(9,621	)		40,403			(10,460	)		(15,020	)		183,213			244,294

	Total revenue		26,387			5,506			(24,384	)		(28,363	)		733,559			844,687
	Noninterest expense (income)		145,638			119,287			(7,961	)		(12,650	)		532,058			584,200
	Credit expense (income)		266,840			(36,683	)		(139	)		(147	)		360,000			44,000

	Income (loss) before income taxes and including noncontrolling interests		(386,091	)		(77,098	)		(16,284	)		(15,566	)		(158,499	)		216,487
	Income tax expense (benefit)		(146,278	)		(24,846	)		(6,367	)		(6,086	)		(78,492	)		66,264

	Net income (loss) including noncontrolling interests		(239,813	)		(52,252	)		(9,917	)		(9,480	)		(80,007	)		150,223
	Less: Net income (loss) from noncontrolling interests		—			(3,536	)		—			—			—			(3,536	)

	Net income (loss) attributable to UNBC	$	(239,813	)	$	(48,716	)	$	(9,917	)	$	(9,480	)	$	(80,007	)	$	153,759

	Total assets, end of period—Market View (dollars in millions):	$	20,158		$	32,347		$	(1,747	)	$	(1,905	)	$	73,985		$	84,310

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UnionBanCal Corporation and Subsidiaries

Notes to Consolidated Financial Statements (Continued)

(Unaudited)

Note 18—Business Segments (Continued)

		Retail Banking				Corporate Banking

		As of and for the Six Months Ended June 30,				As of and for the Six Months Ended June 30,
		2009		2010		2009		2010
Results of operations—Market View (dollars in thousands):
	Net interest income (expense)	$	396,471	$	505,391	$	609,909	$	766,876
	Noninterest income (expense)		139,359		140,447		246,327		262,423

	Total revenue		535,830		645,838		856,236		1,029,299
	Noninterest expense (income)		401,854		445,980		413,177		489,652
	Credit expense (income)		14,337		13,355		155,286		152,941

	Income (loss) before income taxes and including noncontrolling interests		119,639		186,503		287,773		386,706
	Income tax expense (benefit)		46,779		72,923		69,732		104,999

	Net income (loss) including noncontrolling interests		72,860		113,580		218,041		281,707
	Less: Net income (loss) from noncontrolling interests		—		—		—		—

	Net income (loss) attributable to UNBC	$	72,860	$	113,580	$	218,041	$	281,707

	Total assets, end of period—Market View (dollars in millions):	$	21,974	$	22,972	$	33,600	$	30,896

		Other						Reconciling Items						UnionBanCal Corporation

		As of and for the Six Months Ended June 30,						As of and for the Six Months Ended June 30,						As of and for the Six Months Ended June 30,
		2009			2010			2009			2010			2009			2010
Results of operations—Market View (dollars in thousands):
	Net interest income (expense)	$	128,753		$	(66,328	)	$	(24,784	)	$	(31,193	)	$	1,110,349		$	1,174,746
	Noninterest income (expense)		(6,554	)		78,953			(21,203	)		(27,624	)		357,929			454,199

	Total revenue		122,199			12,625			(45,987	)		(58,817	)		1,468,278			1,628,945
	Noninterest expense (income)		255,465			196,445			(17,055	)		(23,305	)		1,053,441			1,108,772
	Credit expense (income)		439,714			47,983			(337	)		(279	)		609,000			214,000

	Income (loss) before income taxes and including noncontrolling interests		(572,980	)		(231,803	)		(28,595	)		(35,233	)		(194,163	)		306,173
	Income tax expense (benefit)		(209,678	)		(82,481	)		(11,181	)		(13,776	)		(104,348	)		81,665

	Net income (loss) including noncontrolling interests		(363,302	)		(149,322	)		(17,414	)		(21,457	)		(89,815	)		224,508
	Less: Net income (loss) from noncontrolling interests		—			(6,595	)		—			—			—			(6,595	)

	Net income (loss) attributable to UNBC	$	(363,302	)	$	(142,727	)	$	(17,414	)	$	(21,457	)	$	(89,815	)	$	231,103

	Total assets, end of period—Market View (dollars in millions):	$	20,158		$	32,347		$	(1,747	)	$	(1,905	)	$	73,985		$	84,310

Note 19—Subsequent Events

The Company has evaluated the potential disclosure of subsequent events through the filing date of this Form 10-Q and has determined that there are no subsequent events required to be disclosed.

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Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations

This report includes forward-looking statements, which include forecasts of our financial results and condition, expectations for our operations and business, and our assumptions for those forecasts and expectations. Do not rely unduly on forward-looking statements. Actual results might differ significantly compared to our forecasts and expectations. Please refer to Part II Item 1A "Risk Factors" of our Quarterly Report on Form 10-Q (this Form 10-Q) for a discussion of some factors that may cause results to differ.

Please refer to our Consolidated Financial Statements and the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2009 (2009 Form 10-K) along with the following discussion and analysis of our consolidated financial condition and results of operations for the period ended June 30, 2010 in this Form 10-Q. Averages, as presented in the following tables, are substantially all based upon daily average balances.

As used in this Form 10-Q, the term "UnionBanCal" and terms such as "we," "us" and "our" refer to UnionBanCal Corporation, Union Bank, N.A., one or more of their consolidated subsidiaries, or to all of them together.

Introduction

We are a California-based financial holding company and bank holding company whose major subsidiary, Union Bank, N.A. (the Bank), is a commercial bank. We provide a wide range of financial services to consumers, small businesses, middle-market companies and major corporations, primarily in California, Oregon, Washington and Texas as well as nationally and internationally. We had consolidated assets of $84.3 billion at June 30, 2010.

On November 4, 2008, we became a privately held company (privatization transaction). All of our issued and outstanding shares of common stock are owned by The Bank of Tokyo-Mitsubishi UFJ, Ltd. (BTMU). Prior to the privatization transaction, BTMU owned approximately 64 percent of our outstanding shares of common stock. Refer to Note 4 to our consolidated financial statements in this Form 10-Q for further information on UnionBanCal's privatization transaction.

Executive Overview

We are providing you with an overview of what we believe are the most significant factors and developments that impacted our second quarter 2010 results and that could impact our future results. Further detailed information can be found elsewhere in this Form 10-Q. In addition, we ask that you carefully read this entire document and any other reports that we refer to in this Form 10-Q for more detailed information that will assist your understanding of trends, events and uncertainties that impact us.

Frontier Bank and Tamalpais Bank Acquisitions

On April 30, 2010, Union Bank acquired certain assets and assumed certain liabilities of Frontier Bank (Frontier) from the Federal Deposit Insurance Corporation (FDIC) in an FDIC-assisted transaction. Additionally on April 16, 2010, Union Bank acquired certain assets and assumed certain liabilities of Tamalpais Bank (Tamalpais) from the FDIC in an FDIC-assisted transaction. For both acquisitions, we entered into loss share agreements with the FDIC, whereby the FDIC will cover a substantial portion of any future losses on acquired loans and other real estate owned (OREO). We refer to the acquired assets subject to the loss share agreements collectively as "covered assets."

The acquisitions have been accounted for under the acquisition method of accounting. The assets acquired and liabilities assumed were recorded at their estimated fair values at their respective acquisition dates. These fair value estimates are considered preliminary and are subject to change for up to one year after the respective acquisition dates as additional information relative to closing date fair values becomes available.

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See Note 3 to our consolidated financial statements in this Form 10-Q for additional information regarding these acquisitions.

Performance Highlights

Over the past three years, the U.S. and global economies experienced a serious recession and unprecedented volatility in the financial markets. There was significant deterioration in sectors of the U.S consumer and business economy; all of which continue to present challenges during the first half and remainder of 2010 for the banking and financial services industry, as the economic outlook remains uncertain.

Our sources of revenue are net interest income (predominantly from loans and deposits, and also from investment securities and other funding sources) and noninterest income. For the second quarter of 2010, total revenue was comprised of 71 percent net interest income and 29 percent noninterest income. Changes in interest rates, credit quality, economic trends and the capital markets are primary factors that impact our revenue sources.

Our primary sources of liquidity are core deposits and wholesale funding. Core deposits consist of total deposits, excluding brokered deposits and time deposits of $100,000 and over. Wholesale funding includes unsecured funds raised from interbank and other sources, both domestic and international, and secured funds raised by selling securities under repurchase agreements and by borrowing from the Federal Home Loan Bank of San Francisco (FHLB). We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity in adverse situations.

In the second quarter of 2010, our net interest income (on a taxable-equivalent basis) increased 9 percent from the second quarter of 2009 to $602.8 million, primarily due to lower rates paid on interest bearing liabilities and investment securities growth, partially offset by lower yields on investment securities. However, our net interest margin of 3.09 percent contracted 32 basis points compared to the same period last year, primarily as a result significant growth in our average interest bearing deposit liabilities, which far outpaced our loan demand. The growth in our deposit liabilities was primarily used to invest in lower yielding U.S. Government and agency securities and interest bearing deposits in banks.

In the second quarter of 2010, our noninterest income of $244.3 million increased 33 percent from the second quarter of 2009, primarily due to a gain of $28.9 million on the sale of agency mortgage-backed securities and higher trading account activities. In the second quarter of 2010, our noninterest expense of $584.2 million increased 10 percent from the second quarter of 2009, primarily due to higher base salaries and incentive compensation accruals, acquisition related expenses and expenses related to consolidated VIEs. These increases were partially offset by lower regulatory agency expense due to a special assessment in the second quarter of 2009, provision for losses on off-balance sheet commitments, and privatization-related expense and related intangible asset amortization.

Our effective tax rate was 30.6 percent in the second quarter of 2010, compared to (49.5) percent in the second quarter of 2009. The change in the effective tax rate was primarily due to pre-tax loss in the prior year compared to pre-tax income in the current year, as well as the impact of tax credits and state income taxes.

Balance Sheet Highlights

Our total assets at June 30, 2010 of $84.3 billion grew $10.3 billion, or 14 percent, from June 30, 2009 primarily due to increased total deposits invested primarily in securities. Our stockholder's equity of $9.9 billion at June 30, 2010 grew $2.5 billion from June 30, 2009 primarily due to a $2.0 billion capital contribution in the form of tangible common equity from BTMU in September 2009.

In the second quarter of 2010, our average total loans decreased 3 percent from the second quarter of 2009 to $47.8 billion. This decrease was primarily in the commercial, financial and industrial sectors, due to tighter underwriting standards, proactive portfolio management, and a decrease in loan demand.

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In the second quarter of 2010, our average total deposits increased 25 percent to $68.1 billion compared to the second quarter of 2009. In the second quarter of 2010, our average noninterest bearing deposits increased 7 percent to $14.8 billion compared to the second quarter of 2009. In the second quarter of 2010, our average interest bearing deposits increased by 32 percent to $53.3 billion compared to the second quarter of 2009. These increases reflect the results of targeted retail and corporate deposit-gathering marketing initiatives throughout Union Bank. Average noninterest bearing deposits represented 22 percent of average total deposits in the second quarter of 2010, compared to 26 percent in the second quarter of 2009. The annualized average all-in-cost of funds decreased to 0.58 percent in the second quarter of 2010, compared to 0.88 percent in the second quarter of 2009.

Credit Quality

During the second quarter of 2010, we provided $45 million for our allowances for credit losses compared to $375 million in the second quarter of 2009. The decrease was primarily due to a decrease in criticized loans and commitments and lower loss content in our nonaccrual loans during the second quarter of 2010 versus an increase in criticized loans and commitments during the second quarter of 2009. See further discussion below in "Allowances for Credit Losses."

Our nonperforming assets totaled $1.1 billion, $1.3 billion and $1.6 billion at June 30, 2009, December 31, 2009 and June 30, 2010, respectively. Our nonperforming assets, excluding FDIC covered assets, totaled $1.1 billion, $1.3 billion and $1.4 billion at June 30, 2009, December 31, 2009 and June 30, 2010 respectively. The increase in nonperforming assets, excluding FDIC covered assets, from June 30, 2009 resulted from higher levels of nonaccrual loans primarily in our commercial mortgage and residential mortgage portfolios due to weak economic conditions, partially offset by sales of nonperforming commercial loans in the second quarter of 2010. Net charge offs were $152 million, $95 million and $94 million in the second quarter of 2009, the fourth quarter of 2009 and the second quarter of 2010, respectively.

At June 30, 2009, December 31, 2009 and June 30, 2010, our allowances for credit losses as a percent of total loans were 2.55 percent, 3.25 percent and 3.16 percent, respectively. At June 30, 2009, December 31, 2009 and June 30, 2010, our allowances for credit losses as a percent of nonaccrual loans were 113 percent, 116 percent and 113 percent, respectively. At June 30, 2009, December 31, 2009 and June 30, 2010, our allowance for loan losses as a percent of total loans was 2.21 percent, 2.87 percent and 2.81 percent, respectively. At June 30, 2009, December 31, 2009 and June 30, 2010, our allowance for loan losses as a percent of nonaccrual loans was 98 percent, 103 percent and 100 percent, respectively.

Critical Accounting Estimates

UnionBanCal Corporation's consolidated financial statements are prepared in accordance with accounting principles generally accepted in the United States of America (US GAAP) and the general practices of the banking industry, which include management estimates and judgments.

Our most significant estimates are approved by our Risk & Capital Committee, which is comprised of selected senior officers of the Bank. For each financial reporting period, a review of these estimates is presented to and discussed with the Risk Committee and Audit & Finance Committee of our Board of Directors.

Understanding our accounting policies is fundamental to understanding our consolidated financial condition and consolidated results of operations. Accordingly, both our Critical Accounting Estimates and our significant accounting policies are discussed in detail in our 2009 Form 10-K filed with the Securities and Exchange Commission (the SEC). Other than the changes discussed below, there have been no material changes to these critical accounting estimates during the first half of 2010.

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Acquired Loans

Acquired loans are recorded at fair value at acquisition date in accordance with ASC 805 "Business Combinations", factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date.

In conjunction with the FDIC-assisted acquisitions of Frontier and Tamalpais, we acquired certain loans with evidence of credit quality deterioration subsequent to their origination and for which it was probable, at acquisition, that we would be unable to collect all contractually required payments receivable. We elected to account for all acquired loans, except for revolving lines of credit, within the scope of the accounting guidance using the same methodology. In accordance with applicable accounting guidance, we may aggregate loans that have common risk characteristics into pools and thereby use a composite interest rate and estimate of cash flows expected to be collected for the pools. We have aggregated most of the purchased credit-impaired loans into pools based on common risk characteristics. The pools then become the unit of accounting and are considered one loan for purposes of accounting for these loans at and subsequent to acquisition. Once a pool is assembled, the integrity of the pool must be maintained. Significant judgment is required in evaluating whether individual loans have common risk characteristics for purposes of establishing pools of loans.

At the time of the acquisition, all acquired loans were recorded at fair value, including an estimate of losses that are expected to be incurred over the estimated remaining lives of the loans. Many of the assumptions and estimates underlying the estimation of the initial fair value and the ongoing updates to management's expectation of future cash flows are both significant and subjective, particularly considering the current economic environment. The economic environment and the lack of market liquidity and transparency are factors that have influenced, and may continue to affect, these assumptions and estimates.

We estimated the fair value of acquired loans at the acquisition date based on a discounted cash flow methodology that considered factors including the type of loan and related collateral, risk classification, fixed or variable interest rate, term of loan and whether or not the loan was amortizing, and current discount rates. Loans were grouped together according to similar characteristics and were treated in the aggregate when applying various valuation techniques. The discount rates used for loans are based on current market rates for new originations of comparable loans, where available, and include adjustments for liquidity concerns. To the extent comparable market rates are not readily available, a discount rate was derived based on the assumptions of market participant's cost of funds, servicing costs and return requirements for comparable risk assets. In either case, the discount rate does not include a factor for credit losses as that has been included in the estimated cash flows. The initial estimate of cash flows to be collected was derived from assumptions such as default rates and loss severities.

The accounting guidance for purchased credit-impaired loans provides that the excess of the cash flows initially expected to be collected over the fair value of the loans at the acquisition date (i.e., the accretable yield) should be accreted into interest income at a level rate of return over the term of the loan, provided that the timing and amount of future cash flows is reasonably estimable. The initial estimate of cash flows expected to be collected must be updated each subsequent reporting period based on updated assumptions regarding default rates, loss severities, and other factors that are reflective of current market conditions. Probable decreases in expected loan principal cash flows after acquisition trigger the recognition of impairment, through the provision and allowance for loan losses, which is then measured based on the present value of the expected principal loss, plus any related foregone interest cash flows discounted at the loan pool's effective interest rate. Probable and significant increases in expected principal cash flows would first reverse any related allowance for loan losses; any remaining increases must be recognized prospectively as interest income over the remaining lives of the loans. The impacts of changes in variable interest rates are recognized prospectively as adjustments to interest income. As described above, the process of estimating cash flows expected to be collected has a significant impact on the initial recorded amount of the purchased credit-impaired loans and on subsequent recognition of impairment losses and interest income. Estimating these cash flows requires a

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significant level of management judgment. In addition, certain of the underlying assumptions are highly subjective.

FDIC Indemnification Asset

In conjunction with the FDIC-assisted acquisitions of Frontier and Tamalpais, we entered into loss share agreements with the FDIC. The purchase and assumption and loss share agreements have specific and detailed compliance, servicing, notification and reporting requirements. Any failure to comply with the requirements of the loss share agreements, or to properly service the loans and OREO covered by any loss share arrangement, may cause individual loans or loan pools to lose their eligibility for loss share payments from the FDIC, potentially resulting in material losses that are currently not anticipated. At the date of the acquisition, we recorded amounts receivable under the loss share agreements as an indemnification asset. Subsequent to the acquisition, the indemnification asset is tied to the loss in the covered loans and is not being accounted for under fair value. The FDIC indemnification asset is accounted for on the same basis as the related covered loans and is the present value of the cash flows that we expect to collect from the FDIC under the loss share agreements. The difference between the present value and the undiscounted cash flows that we expect to collect from the FDIC is accreted into noninterest income over the life of the FDIC indemnification asset. The FDIC indemnification asset is adjusted for any changes in expected cash flows based on the loan performance. Any increases in cash flows of the loans due to decreases in expected credit losses over those originally expected will lower the accretion rate recorded in noninterest income. Any decreases in cash flows of the loans over those originally expected will increase the FDIC indemnification asset.

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Financial Performance

Summary of Financial Performance

								Increase (Decrease)												Increase (Decrease)

			For the Three Months Ended June 30,					Increase (Decrease)						For the Six Months Ended June 30,						Increase (Decrease)
			For the Three Months Ended June 30,					2010 versus 2009						For the Six Months Ended June 30,						2010 versus 2009
(Dollars in thousands)			2009			2010		Amount			Percent			2009			2010			Amount			Percent
Results of Operations
Net interest income(1)			$	550,346		$	600,393	$	50,047			9.1	%	$	1,110,349		$	1,174,746		$	64,397			5.8	%
Noninterest income
	Service charges on deposit accounts			71,843			63,843		(8,000	)		(11.1	)		143,165			129,983			(13,182	)		(9.2	)
	Securities gains (losses), net			(172	)		27,244		27,416			nm			(172	)		61,137			61,309			nm
	Trading account activities			16,251			25,379		9,128			56.2			38,943			46,472			7,529			19.3
	Card processing fees, net			8,124			12,856		4,732			58.2			15,660			21,476			5,816			37.1
	Gains (losses) on private capital investments, net			(1,123	)		5,667		6,790			nm			(3,244	)		5,475			8,719			nm
	Other noninterest income			88,290			109,305		21,015			23.8			163,577			189,656			26,079			15.9

Total noninterest income				183,213			244,294		61,081			33.3			357,929			454,199			96,270			26.9

Total revenue				733,559			844,687		111,128			15.1			1,468,278			1,628,945			160,667			10.9
Provision for loan losses				360,000			44,000		(316,000	)		(87.8	)		609,000			214,000			(395,000	)		(64.9	)
Noninterest expense
	Salaries and other compensation			191,104			269,749		78,645			41.2			379,327			494,149			114,822			30.3
	Employee benefits			41,953			49,942		7,989			19.0			97,293			105,128			7,835			8.1

		Salaries and employee benefits		233,057			319,691		86,634			37.2			476,620			599,277			122,657			25.7
	Net occupancy			43,222			46,441		3,219			7.4			85,143			89,821			4,678			5.5
	Intangible asset amortization			40,281			30,613		(9,668	)		(24.0	)		81,168			62,406			(18,762	)		(23.1	)
	Regulatory agencies			52,836			30,526		(22,310	)		(42.2	)		70,774			60,374			(10,400	)		(14.7	)
	Professional services			19,489			26,103		6,614			33.9			35,427			42,464			7,037			19.9
	Low income housing credit investment amortization			11,026			14,248		3,222			29.2			21,192			27,774			6,582			31.1
	(Reversal of) provision for losses on off-balance sheet commitments			15,000			1,000		(14,000	)		(93.3	)		41,000			(4,000	)		(45,000	)		nm
	Expenses related to consolidated VIEs			—			5,825		5,825			nm			—			10,864			10,864			nm
	Privatization-related expense			7,433			426		(7,007	)		(94.3	)		34,252			5,579			(28,673	)		(83.7	)
	Other noninterest expense			109,714			109,327		(387	)		(0.4	)		207,865			214,213			6,348			3.1

Total noninterest expense				532,058			584,200		52,142			9.8			1,053,441			1,108,772			55,331			5.3

Income (loss) before income taxes and noncontrolling interest				(158,499	)		216,487		374,986			nm			(194,163	)		306,173			500,336			nm
Income tax expense (benefit)				(78,492	)		66,264		144,756			nm			(104,348	)		81,665			186,013			nm

Net income (loss) before noncontrolling interests				(80,007	)		150,223		230,230			nm			(89,815	)		224,508			314,323			nm
Deduct: Net loss from noncontrolling interests				—			3,536		3,536			nm			—			6,595			6,595			nm

Net income (loss) attributable to UNBC			$	(80,007	)	$	153,759	$	233,766			nm		$	(89,815	)	$	231,103		$	320,918			nm

(1): Net interest income does not include any adjustments for fully taxable equivalence.
nm: = not meaningful

The primary contributors to our financial performance for the second quarter of 2010 compared to the second quarter of 2009 are presented below.

•: We provided a total of $45 million for credit losses ($44 million for loan losses and $1 million for losses on off-balance sheet commitments) in the second quarter of 2010, compared to a total of $375 million in the second quarter of 2009 ($360 million for loan losses and $15 million for losses on off-balance sheet commitments). The provision decreases were primarily due to a decrease in criticized loans and commitments and lower loss content in our nonaccrual loans during the second quarter of 2010 versus an increase in criticized loans and commitments during the second quarter of 2009.

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•: Our net interest income was favorably influenced by higher volumes in our securities and by lower average rates on our interest bearing liabilities. Partly offsetting these positive influences to our net interest income were lower loan balances, lower average yields on our earning assets and higher levels of interest bearing liabilities. Additionally, net interest income decreased due to the lower accretion of fair value adjustments on loans and securities related to our privatization transaction. Our net interest margin of 3.09 percent contracted 32 basis points compared to the same period last year, primarily as a result of a decrease in our interest rate spread (the difference between our earning assets yield and total interest bearing liabilities rate) attributable to significant growth in our average interest bearing deposit liabilities, which significantly outpaced our loan demand. The additional liquidity was primarily invested in lower yielding assets, U.S. Government securities and interest bearing deposits in banks. See discussion below under "Net Interest Income".

The increase in our noninterest income was the result of several factors:

—: Securities gains increased primarily due to a $28.9 million gain on the sale of mortgage-backed securities;
—: Trading account income increased primarily due to a reduction to the provision for energy derivative contracts; and
—: Other revenue increased due to indemnification asset accretion of $8.2 million; partially offset by
—: Service charges on deposit accounts decreased primarily due to lower overdraft fees resulting from a change in the overdraft fee pricing and changes in customer behavior.

The increase in our noninterest expense was the result of several factors:

—: Salaries and other compensation expenses increased due to higher base salaries, number of employees and incentive compensation accruals; and
—: Expenses related to consolidated VIEs increased $5.8 million, as a result of the adoption of a new accounting standard on January 1, 2010; partially offset by
—: Regulatory agency expenses decreased as a result of a one-time FDIC special assessment of $34 million for the second quarter of 2009, partially offset by an increase in the assessment rate in 2010 from 12 to 15 basis points;
—: Provision for losses on off-balance sheet commitments decreased $14 million;
—: Expenses related to our privatization transaction included a $9.8 million decrease in amortization of intangibles and a decrease in other privatization related costs of $7.0 million, primarily due to higher amortization of bridge award compensation for the second quarter of 2009; and
—: One-time costs related to our acquisitions totaled $12.8 million in the second quarter of 2010.

The primary contributors to our financial performance for the six months ended June 30, 2010 compared to the six months ended June 30, 2009 are presented below.

•: We provided a total of $210 million for credit losses ($214 million for loan losses and a $4 million reversal for losses on off-balance sheet commitments) in the first half of 2010, compared to a total of $650 million ($609 million for loan losses and $41 million for losses on off-balance sheet commitments) in the first half of 2009. The provision decreases were primarily due to a decrease in criticized loans and commitments and lower loss content in our nonaccrual loans during the first half of 2010 versus an increase in criticized loans and commitments during the first half of 2009.

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•: Our net interest income was favorably influenced by higher volumes in our securities and interest bearing deposits in banks, as well as by lower average rates on our interest bearing liabilities. Partly offsetting these positive influences to our net interest income were lower loan balances, lower average yields on our earning assets and higher levels of interest bearing liabilities. Additionally, net interest income decreased due to the accretion of fair value adjustments on loans and securities related to our privatization transaction. Our net interest margin of 3.02 percent contracted 54 basis points compared to the same period last year primarily as a result of a decrease in our interest rate spread (the difference between our earning assets yield and total interest bearing liabilities rate) attributable to a significant growth in our average interest bearing deposit liabilities, which far outpaced our loan demand. The additional liquidity was primarily invested in lower yielding assets (U.S. Government securities and interest bearing deposits in banks). See discussion below under "Net Interest Income".

The increase in our noninterest income was the result of several factors:

—: Securities gains increased primarily due to a $64.1 million gain on the sales of mortgage-backed securities;
—: Gains on private capital investments primarily increased due to higher gains and lower impairment charges; and
—: Other revenue increased primarily due to indemnification asset accretion of $8.2 million; partially offset by
—: Service charges on deposit accounts decreased primarily due to lower overdraft fees resulting from a change in overdraft fee pricing and changes in customer behavior.

The increase in our noninterest expense was the result of several factors:

—: Salaries and other compensation expenses increased due to higher base salaries and incentive compensation accruals; and
—: Expenses related to consolidated VIEs increased $10.9 million, as a result of the adoption of a new accounting standard on January 1, 2010; partially offset by
—: Regulatory agency expenses decreased as a result of a one-time FDIC special assessment of $34 million for the second quarter of 2009, partially offset by an increase in the assessment rate in 2010 from 12 to 15 basis points;
—: Provision for losses on off-balance sheet commitments decreased $45.0 million, primarily due to a decrease in criticized commitments during the first half of 2010 versus an increase in criticized commitments during the first half of 2009; and
—: Expenses related to our privatization transaction included an $18.8 million decrease in amortization of intangible assets and a decrease in other privatization related costs of $28.7 million, primarily due to higher amortization of bridge award compensation for the first half of 2009.

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Net Interest Income

The following tables show the major components of net interest income and net interest margin.

			For the Three Months Ended																Increase (Decrease) in

			June 30, 2009								June 30, 2010														Interest Income/ Expense(1)
			June 30, 2009								June 30, 2010								Average Balance
			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Average Balance
(Dollars in thousands)			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Amount			Percent			Amount			Percent
Assets
Loans:(3)
	Commercial, financial and industrial		$	17,920,408		$	194,560		4.35	%	$	14,586,256		$	167,566		4.61	%	$	(3,334,152	)		(19	)%	$	(26,994	)		(14	)%
	Construction			2,788,671			20,658		2.97			2,145,010			15,570		2.91			(643,661	)		(23	)		(5,088	)		(25	)
	Residential mortgage			16,089,739			230,269		5.72			16,984,464			226,871		5.34			894,725			6			(3,398	)		(1	)
	Commercial mortgage			8,254,595			91,689		4.44			8,179,760			85,809		4.20			(74,835	)		(1	)		(5,880	)		(6	)
	Consumer			3,841,202			44,116		4.61			3,919,221			43,049		4.41			78,019			2			(1,067	)		(2	)
	Lease financing			661,607			5,598		3.38			640,843			6,214		3.88			(20,764	)		(3	)		616			11

	Total Loans, excluding FDIC covered loans			49,556,222			586,890		4.74			46,455,554			545,079		4.70			(3,100,668	)		(6	)		(41,811	)		(7	)
FDIC covered loans				—			—		—			1,371,524			25,796		7.54			1,371,524			nm			25,796			nm

Total loans				49,556,222			586,890		4.74			47,827,078			570,875		4.78			(1,729,144	)		(3	)		(16,015	)		(3	)
Securities—taxable				8,564,355			97,738		4.56			23,043,696			134,000		2.33			14,479,341			nm			36,262			37
Securities—tax-exempt				48,176			1,016		8.44			44,794			924		8.25			(3,382	)		(7	)		(92	)		(9	)
Interest bearing deposits in banks				5,594,318			3,550		0.25			5,920,479			3,696		0.25			326,161			6			146			4
Federal funds sold and securities purchased under resale agreements				203,529			97		0.19			391,521			150		0.15			187,992			92			53			55
Trading account assets				1,041,623			231		0.09			907,864			611		0.27			(133,759	)		(13	)		380			nm

		Total earning assets		65,008,223			689,522		4.25			78,135,432			710,256		3.64			13,127,209			20			20,734			3

Allowance for loan losses				(839,115	)							(1,459,394	)							(620,279	)		(74	)
Cash and due from banks				1,285,449								1,202,081								(83,368	)		(6	)
Premises and equipment, net				669,993								672,285								2,292			0
Other assets				5,370,676								6,960,303								1,589,627			30

		Total assets	$	71,495,226							$	85,510,707							$	14,015,481			20	%

Liabilities
Deposits:
	Transaction accounts		$	29,514,913		$	66,549		0.90		$	37,607,938		$	48,001		0.51		$	8,093,025			27	%	$	(18,548	)		(28	)
	Savings and consumer time			4,328,326			13,546		1.26			7,420,779			15,358		0.83			3,092,453			71			1,812			13
	Large time			6,604,845			20,091		1.22			8,265,102			15,118		0.73			1,660,257			25			(4,973	)		(25	)

		Total interest bearing deposits		40,448,084			100,186		0.99			53,293,819			78,477		0.59			12,845,735			32			(21,709	)		(22	)

Federal funds purchased and securities sold under repurchase agreements				163,381			19		0.05			138,242			41		0.12			(25,139	)		(15	)		22			nm
Commercial paper				569,337			954		0.67			573,178			289		0.20			3,841			1			(665	)		(70	)
Other borrowed funds(4)				2,124,419			5,616		1.06			683,388			1,172		0.69			(1,441,031	)		(68	)		(4,444	)		(79	)
Medium- and long-term debt				5,137,901			29,415		2.30			4,718,371			27,175		2.31			(419,530	)		(8	)		(2,240	)		(8	)
Trust notes				13,809			238		6.90			13,431			327		9.74			(378	)		(3	)		89			37

		Total borrowed funds		8,008,847			36,242		1.82			6,126,610			29,004		1.90			(1,882,237	)		(24	)		(7,238	)		(20	)

		Total interest bearing liabilities		48,456,931			136,428		1.13			59,420,429			107,481		0.73			10,963,498			23			(28,947	)		(21	)

Noninterest bearing deposits				13,904,328								14,810,589								906,261			7
Other liabilities				1,830,917								1,367,302								(463,615	)		(25	)

		Total liabilities		64,192,176								75,598,320								11,406,144			18
Equity
UNBC Stockholder's equity				7,303,050								9,630,657								2,327,607			32
Noncontrolling interests				—								281,730								281,730			nm

		Total equity		7,303,050								9,912,387								2,609,337			36

		Total liabilities and equity	$	71,495,226							$	85,510,707							$	14,015,481			20	%

Net interest income/spread (taxable-equivalent basis)							553,094		3.12	%					602,775		2.91	%								49,681			9	%
Impact of noninterest bearing source									0.29								0.18
Net interest margin									3.41								3.09
Less: taxable-equivalent adjustment							2,748								2,382											(366	)		(13	)

		Net interest income				$	550,346							$	600,393										$	50,047			9	%

(1): Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2): Annualized.
(3): Average balances on loans outstanding include all nonperforming loans and loans held for sale. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.
(4): Includes interest bearing trading liabilities.
nm: = not meaningful

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			For the Six Months Ended																Increase (Decrease) in

			June 30, 2009								June 30, 2010														Interest Income/ Expense(1)
			June 30, 2009								June 30, 2010								Average Balance
			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Average Balance
(Dollars in thousands)			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Average Balance			Interest Income/ Expense(1)		Average Yield/ Rate(1)(2)			Amount			Percent			Amount			Percent
Assets
Loans:(3)
	Commercial, financial and industrial		$	18,210,574		$	388,347		4.30	%	$	14,769,587		$	329,455		4.50	%	$	(3,440,987	)		(19	)%	$	(58,892	)		(15	)%
	Construction			2,761,302			39,919		2.92			2,226,480			32,460		2.94			(534,822	)		(19	)		(7,459	)		(19	)
	Residential mortgage			16,006,925			464,707		5.81			16,884,994			454,360		5.38			878,069			5			(10,347	)		(2	)
	Commercial mortgage			8,253,963			194,078		4.70			8,206,857			172,202		4.20			(47,106	)		(1	)		(21,876	)		(11	)
	Consumer			3,782,055			90,655		4.83			3,917,482			85,858		4.42			135,427			4			(4,797	)		(5	)
	Lease financing			657,170			13,251		4.03			645,054			12,395		3.84			(12,116	)		(2	)		(856	)		(6	)

		Total Loans, excluding FDIC covered loans		49,671,989			1,190,957		4.81			46,650,454			1,086,730		4.67			(3,021,535	)		(6	)		(104,227	)		(9	)
	FDIC covered loans			—			—		—			689,551			25,796		7.52			689,551			nm			25,796			nm

		Total loans		49,671,989			1,190,957		4.81			47,340,005			1,112,526		4.72			(2,331,984	)		(5	)		(78,431	)		(7	)
Securities—taxable				8,442,693			199,994		4.74			23,272,744			276,774		2.38			14,830,051			nm			76,780			38
Securities—tax-exempt				49,290			2,041		8.28			43,567			1,809		8.30			(5,723	)		(12	)		(232	)		(11	)
Interest bearing deposits in banks				3,225,689			4,450		0.28			6,256,793			7,751		0.25			3,031,104			94			3,301			74
Federal funds sold and securities
	purchased under resale agreements			200,067			238		0.24			426,117			269		0.13			226,050			nm			31			13
Trading account assets				1,153,293			389		0.07			883,928			1,471		0.34			(269,365	)		(23	)		1,082			nm

		Total earning assets		62,743,021			1,398,069		4.47			78,223,154			1,400,600		3.59			15,480,133			25			2,531			0

Allowance for loan losses				(774,142	)							(1,433,495	)							(659,353	)		(85	)
Cash and due from banks				1,300,479								1,203,662								(96,817	)		(7	)
Premises and equipment, net				671,995								673,092								1,097			0
Other assets				5,354,830								6,495,900								1,141,070			21

		Total assets	$	69,296,183							$	85,162,313							$	15,866,130			23	%

Liabilities
Deposits:
	Transaction accounts		$	26,025,374		$	127,646		0.99		$	38,728,292		$	111,080		0.58		$	12,702,918			49	%	$	(16,566	)		(13	)
	Savings and consumer time			4,348,026			29,485		1.37			6,700,280			27,303		0.82			2,352,254			54			(2,182	)		(7	)
	Large time			6,917,071			48,093		1.40			7,945,037			25,656		0.65			1,027,966			15			(22,437	)		(47	)

		Total interest bearing deposits		37,290,471			205,224		1.11			53,373,609			164,039		0.62			16,083,138			43			(41,185	)		(20	)

Federal funds purchased and securities sold under repurchase agreements				207,419			72		0.07			171,817			78		0.09			(35,602	)		(17	)		6			8
Commercial paper				644,956			2,546		0.80			574,794			529		0.19			(70,162	)		(11	)		(2,017	)		(79	)
Other borrowed funds(4)				3,595,580			17,093		0.96			698,454			2,374		0.69			(2,897,126	)		(81	)		(14,719	)		(86	)
Medium- and long-term debt				4,941,716			56,944		2.32			4,639,712			53,416		2.32			(302,004	)		(6	)		(3,528	)		(6	)
Trust notes				13,865			476		6.87			13,453			595		8.84			(412	)		(3	)		119			25

		Total borrowed funds		9,403,536			77,131		1.65			6,098,230			56,992		1.88			(3,305,306	)		(35	)		(20,139	)		(26	)

		Total interest bearing liabilities		46,694,007			282,355		1.22			59,471,839			221,031		0.75			12,777,832			27			(61,324	)		(22	)

Noninterest bearing deposits				13,223,645								14,598,403								1,374,758			10
Other liabilities				2,059,013								1,321,936								(737,077	)		(36	)

		Total liabilities		61,976,665								75,392,178								13,415,513			22
Equity
UNBC Stockholder's equity				7,319,518								9,581,811								2,262,293			31
Noncontrolling interests				—								188,324								188,324			nm

		Total equity		7,319,518								9,770,135								2,450,617			33

		Total liabilities and equity	$	69,296,183							$	85,162,313							$	15,866,130			23	%

Net interest income/spread (taxable-equivalent basis)							1,115,714		3.25	%					1,179,569		2.84	%								63,855			6	%
Impact of noninterest bearing source									0.31								0.18
Net interest margin									3.56								3.02
Less: taxable-equivalent adjustment							5,365								4,823											(542	)		(10	)

		Net interest income				$	1,110,349							$	1,174,746										$	64,397			6	%

(1): Yields and interest income are presented on a taxable-equivalent basis using the federal statutory tax rate of 35 percent.
(2): Annualized.
(3): Average balances on loans outstanding include all nonperforming loans and loans held for sale. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.
(4): Includes interest bearing trading liabilities.
nm: = not meaningful

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Net interest income in the second quarter of 2010, on a taxable-equivalent basis, increased $50.0 million, or 9 percent, compared to the second quarter of 2009. Our net interest margin in the second quarter of 2010 decreased by 32 basis points to 3.09 percent compared to the second quarter of 2009. These results were primarily due to the following:

•: Average earning assets increased $13.1 billion, or 20 percent, primarily due to an increase in interest bearing deposits in banks and average investment securities. As our average interest bearing deposit liabilities grew by $12.8 billion, or 32 percent, which far outpaced our loan demand, we expanded our purchases of lower yielding U.S. Government and agency securities, increasing our net average securities by $14.5 billion;
•: Yields on our average earning assets declined 61 basis points as a result of the decreasing interest rate environment and included the shift to lower yielding assets primarily due to a decline in loan demand;
•: Net interest income decreased $8.6 million in the second quarter of 2010 compared to the second quarter of 2009, due to the accretion of fair value adjustments on loans and securities related to our privatization transaction;
•: Average interest bearing deposits increased $12.8 billion, or 32 percent. Average noninterest bearing deposits represented 22 percent of average total deposits in the second quarter of 2010, compared to 26 percent in the second quarter of 2009; and
•: In the second quarter of 2010, the annualized average all-in cost of funds was 0.58 percent, reflecting an average deposit-to-loan ratio of 142 percent. In the second quarter of 2009, the annualized all-in cost of funds was 0.88 percent and our average deposit-to-loan ratio was 110 percent.

Net interest income in the first half of 2010, on a taxable-equivalent basis, increased $63.9 million, or 6 percent, compared to the first half of 2009. Our net interest margin in the first half of 2010 decreased by 54 basis points to 3.02 percent compared to the first half of 2009. These results were primarily due to the following:

•: Average earning assets increased $15.5 billion, or 25 percent, primarily due to an increase in interest bearing deposits in banks and average investment securities. As our average interest bearing deposit liabilities grew by $16.1 billion, or 43 percent, which far outpaced our loan demand, we expanded our purchases of securities, increasing our net average securities by $14.8 billion. We also increased our average interest bearing deposits in banks by $3.0 billion, primarily relating to balances with the Federal Reserve Bank of San Francisco;
•: Yields on our average earning assets declined 88 basis points as a result of the decreasing interest rate environment and included the shift to lower yielding assets primarily due to a decline in loan demand;
•: Net interest income decreased $24.6 million in the first half of 2010, compared to the first half of 2009, due to the accretion of fair value adjustments on loans and securities related to our privatization transaction;
•: Average interest bearing deposits increased $16.1 billion, or 43 percent. Average noninterest bearing deposits represented 21 percent of average total deposits in the first half of 2010, compared to 26 percent in the first half of 2009; and
•: In the first half of 2010, the annualized average all-in cost of funds was 0.60 percent, reflecting an average deposit-to-loan ratio of 144 percent. In the first half of 2009, the annualized all-in cost of funds was 0.95 percent and our average deposit-to-loan ratio was 102 percent.

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Noninterest Income and Noninterest Expense

The following tables detail our noninterest income and noninterest expense items that exceeded 1 percent of our total revenues for the three and six months ended June 30, 2009 and 2010.

Noninterest Income

		For the Three Months Ended											For the Six Months Ended

							Increase (Decrease)											Increase (Decrease)
		June 30, 2009			June 30, 2010		Increase (Decrease)						June 30, 2009			June 30, 2010		Increase (Decrease)
(Dollars in thousands)		June 30, 2009			June 30, 2010		Amount			Percent			June 30, 2009			June 30, 2010		Amount			Percent
Service charges on deposit accounts		$	71,843		$	63,843	$	(8,000	)		(11.1	)%	$	143,165		$	129,983	$	(13,182	)		(9.2	)%
Trust and investment management fees			34,130			34,244		114			0.3			68,037			65,664		(2,373	)		(3.5	)
Securities gains (losses), net			(172	)		27,244		27,416			nm			(172	)		61,137		61,309			nm
Trading account activities			16,251			25,379		9,128			56.2			38,943			46,472		7,529			19.3
Merchant banking fees			19,924			22,223		2,299			11.5			33,756			35,899		2,143			6.3
Card processing fees, net			8,124			12,856		4,732			58.2			15,660			21,476		5,816			37.1
Brokerage commissions and fees			8,506			10,906		2,400			28.2			16,813			19,434		2,621			15.6
Gains (losses) on private capital investments, net			(1,123	)		5,667		6,790			nm			(3,244	)		5,475		8,719			nm
Other			25,730			41,932		16,202			63.0			44,971			68,659		23,688			52.7

	Total noninterest income	$	183,213		$	244,294	$	61,081			33.3	%	$	357,929		$	454,199	$	96,270			26.9	%

nm: = not meaningful

Noninterest Expense

		For the Three Months Ended										For the Six Months Ended

						Increase (Decrease)											Increase (Decrease)
		June 30, 2009		June 30, 2010		Increase (Decrease)						June 30, 2009		June 30, 2010			Increase (Decrease)
(Dollars in thousands)		June 30, 2009		June 30, 2010		Amount			Percent			June 30, 2009		June 30, 2010			Amount			Percent
Salaries and other compensation		$	191,104	$	269,749	$	78,645			41.2	%	$	379,327	$	494,149		$	114,822			30.3	%
Employee benefits			41,953		49,942		7,989			19.0			97,293		105,128			7,835			8.1

	Salaries and employee benefits		233,057		319,691		86,634			37.2			476,620		599,277			122,657			25.7
Net occupancy			43,222		46,441		3,219			7.4			85,143		89,821			4,678			5.5
Intangible asset amortization			40,281		30,613		(9,668	)		(24.0	)		81,168		62,406			(18,762	)		(23.1	)
Regulatory agencies			52,836		30,526		(22,310	)		(42.2	)		70,774		60,374			(10,400	)		(14.7	)
Outside services			22,948		24,269		1,321			5.8			41,782		47,054			5,272			12.6
Professional services			19,489		26,103		6,614			33.9			35,427		42,464			7,037			19.9
Equipment			16,602		16,929		327			2.0			32,015		32,740			725			2.3
Software			14,205		15,831		1,626			11.4			29,243		30,559			1,316			4.5
Low income housing credit investment amortization			11,026		14,248		3,222			29.2			21,192		27,774			6,582			31.1
Advertising and public relations			11,349		11,476		127			1.1			21,970		21,641			(329	)		(1.5	)
Communications			9,192		9,726		534			5.8			17,910		19,255			1,345			7.5
Foreclosed asset expense (income)			3,282		871		(2,411	)		(73.5	)		4,168		673			(3,495	)		(83.9	)
(Reversal of) provision for losses on off-balance sheet commitments			15,000		1,000		(14,000	)		(93.3	)		41,000		(4,000	)		(45,000	)		nm
Expenses related to consolidated VIEs			—		5,825		5,825			nm			—		10,864			10,864			nm
Privatization-related expense			7,433		426		(7,007	)		(94.3	)		34,252		5,579			(28,673	)		(83.7	)
Other			32,136		30,225		(1,911	)		(5.9	)		60,777		62,291			1,514			2.5

	Total noninterest expense	$	532,058	$	584,200	$	52,142			9.8	%	$	1,053,441	$	1,108,772		$	55,331			5.3	%

nm: = not meaningful

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Income Tax Expense

Our effective tax rate in the second quarter of 2010 was 30.6 percent, compared to (49.5) percent for the second quarter of 2009. Our effective tax rate in the six months ended June 30, 2010 was 26.7 percent, compared to (53.7) percent for the six months ended June 30, 2009. A negative effective tax rate indicates a net income tax benefit. The change in the effective tax rate was primarily due to a pre-tax loss in the prior year compared to pre-tax income in the current year, as well as the impact of tax credits and state income taxes.

Our quarterly effective tax rate for the second quarters of 2009 and 2010 was computed on an individual quarterly basis, and therefore may not be indicative of the effective tax rate for future quarters and the full year.

For further information regarding income tax expense, see "Management's Discussion and Analysis of Financial Condition and Results of Operations—Income Tax Expense" and Note 11 to the consolidated financial statements in our 2009 Form 10-K.

Loans

The following table shows loans outstanding by loan type at the end of each period presented.

													Increase (Decrease) June 30, 2010 From:

													June 30, 2009						December 31, 2009
							June 30, 2009		December 31, 2009		June 30, 2010		June 30, 2009						December 31, 2009
(Dollars in thousands)							June 30, 2009		December 31, 2009		June 30, 2010		Amount			Percent			Amount			Percent
Loans held for investment, excluding FDIC covered loans:
	Commercial, financial and industrial						$	17,064,253	$	15,258,081	$	14,674,946	$	(2,389,307	)		(14.0	)%	$	(583,135	)		(3.8	)%
	Construction							2,791,583		2,429,009		2,113,669		(677,914	)		(24.3	)		(315,340	)		(13.0	)
	Mortgage:
		Residential						16,216,264		16,716,048		17,089,080		872,816			5.4			373,032			2.2
		Commercial						8,255,659		8,245,778		8,061,930		(193,729	)		(2.3	)		(183,848	)		(2.2	)

								24,471,923		24,961,826		25,151,010		679,087			2.8			189,184			0.8
	Consumer:
		Installment						2,353,090		2,244,239		2,129,996		(223,094	)		(9.5	)		(114,243	)		(5.1	)
		Revolving lines of credit						1,508,078		1,672,842		1,784,680		276,602			18.3			111,838			6.7

			Total Consumer					3,861,168		3,917,081		3,914,676		53,508			1.4			(2,405	)		(0.1	)
	Lease financing							657,339		653,743		641,966		(15,373	)		(2.3	)		(11,777	)		(1.8	)

			Total loans held for investment, excluding FDIC covered loans					48,846,266		47,219,740		46,496,267		(2,349,999	)		(4.8	)		(723,473	)		(1.5	)
			Total loans held for sale					50,254		8,768		2,620		(47,634	)		(94.8	)		(6,148	)		(70.1	)

				Total loans, excluding FDIC covered loans				48,896,520		47,228,508		46,498,887		(2,397,633	)		(4.9	)		(729,621	)		(1.5	)
				FDIC covered loans(1):				—		—		1,864,002		1,864,002			100.0			1,864,002			100.0

					Total loans			48,896,520		47,228,508		48,362,889		(533,631	)		(1.1	)		1,134,381			2.4
					Allowance for loan losses			1,081,633		1,357,000		1,357,869		276,236			25.5			869			0.1

						Loans, net	$	47,814,887	$	45,871,508	$	47,005,020	$	(809,867	)		(1.7	)%	$	1,133,512			2.5	%

(1): Represents the acquired loans that are covered by the loss share agreements with the FDIC.

Commercial, Financial and Industrial Loans

Commercial, financial and industrial loans represent one of the largest categories in our loan portfolio. These loans are extended principally to corporations, middle-market businesses and small businesses, with no industry concentration exceeding 10 percent of total loans.

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Our commercial market lending originates primarily through our commercial banking offices. These offices, which rely extensively on relationship-oriented banking, provide a variety of services including cash management services, lines of credit, accounts receivable and inventory financing. Separately, we originate or participate in a wide variety of financial services to major corporations. These services include traditional commercial banking and specialized financing tailored to the needs of each customer's specific industry. We are active in, among other sectors, the oil and gas, communications, entertainment, healthcare, retailing, power and utilities, and financial services industries.

The commercial, financial and industrial loan portfolio decreases from June 30, 2009 to June 30, 2010 and from December 31, 2009 to June 30, 2010 are mainly due to a decline in the utilization rate of revolving credit lines by existing customers, our proactive portfolio management, our tighter underwriting standards, and a decline in loan demand in many sectors as a result of the difficult economic environment.

Construction and Commercial Mortgage Loans

We engage in real estate lending that includes commercial mortgage loans and construction loans secured by deeds of trust.

Construction loans are extended primarily to commercial property developers and to residential builders. As of June 30, 2010, the construction loan portfolio consisted of approximately 87 percent in the commercial income producing real estate industry and 13 percent with residential homebuilders. The construction loan portfolio decreased 24 percent from June 30, 2009 to June 30, 2010 due to declines of approximately $229 million, or 47 percent, in the homebuilder portfolio and $449 million, or 21 percent, in the income property portfolio. The income property portfolio reductions were concentrated mostly in the retail, industrial and apartment property types. The construction loan portfolio decreased 13 percent from December 31, 2009 to June 30, 2010 due to reductions primarily in the income property portfolio with the largest reductions occurring in the apartment and industrial property types.

Geographically, the outstanding construction loan portfolio was concentrated 43 percent in California and 57 percent out of state as of June 30, 2010. The largest out-of-state concentration was 14 percent in Washington. The California outstandings are distributed as follows: 41 percent in the Los Angeles/Orange County region, including the Inland Empire, 27 percent in the San Francisco Bay Area, 15 percent in Sacramento and the Central Valley, 12 percent in San Diego, and 5 percent in the Central Coast region.

The commercial mortgage loan portfolio consists of loans secured by commercial income properties primarily in California. The commercial mortgage portfolio decreased slightly from June 30, 2009 to June 30, 2010 due to continued moderate originations not offsetting amortization, early loan repayment and disposition of problem loans.

Residential Mortgage Loans

We originate residential mortgage loans, secured by one-to-four family residential properties, through our multiple channel network (including branches, private bankers, mortgage brokers, and loan-by-phone) throughout California, Oregon and Washington, and we periodically purchase loans in our market area.

At June 30, 2010, 71 percent of our residential mortgage loans were interest only, none of which are negative amortizing. At origination, these interest only loans had relatively high credit scores and had weighted average loan-to-value (LTV) ratios of approximately 66 percent. The remainder of the portfolio consists of a small amount of balloon loans and regular amortizing loans.

We do not have a program for originating or purchasing subprime loan products. "Low doc" and "no doc" (discontinued in 2008) loans comprise less than half of our residential loan portfolio, and the delinquency rates relative to the outstanding balances at June 30, 2010 were about the same as fully documented loans. At June 30, 2010, the total amount of "no doc" and "low doc" loans past due 30 days or more was $177 million, compared to $138 million at June 30, 2009. The total amount of residential mortgages delinquent 30 days or

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more was $379 million at June 30, 2010, compared to $280 million at June 30, 2009. Although delinquencies have risen since June 30, 2009 as a result of the declining real estate market and downturn in the economy, the delinquency rate remains low compared to the industry average for California prime loans. We believe that our underwriting standards remain conservative and as described above, programs with higher risk have been discontinued.

We hold most of the loans we originate. However, we do sell our 30-year, fixed rate loans, except for Community Reinvestment Act (CRA) qualifying loans.

Consumer Loans

We originate consumer loans, such as auto loans and home equity loans and lines, through our branch network, Private Banking Offices and via the internet. The increase in consumer loans from June 30, 2009 was primarily in our FlexEquity line/loan product. The FlexEquity line/loan allows our customers the flexibility to manage a line of credit with as many as four fixed rate loans under a single product. When customers convert all or a portion of their FlexEquity lines to fixed rate loans, these new loans are classified as installment loans. As a result of the continuing decline in the overall property values in California, we have reduced our maximum loan to value limits on all second trust deed programs we offer. At origination, these loans had relatively high credit scores and had weighted-average LTV ratios of approximately 60 percent. Our total home equity loans and lines delinquent 30 days or more were $48 million at June 30, 2010, compared to $37 million at June 30, 2009. Our annual review program reviews all equity secured lines with a commitment amount of $200,000 or more and an origination date between 2004-2008, and includes obtaining an updated credit report as well as an updated value on the property to reassess our LTV position. Action is taken to reduce or freeze limits, as applicable and pursuant to applicable laws and regulations, to minimize additional exposure in a declining market.

Lease Financing

We offer two types of leases to our customers: direct financing leases, where the assets leased are acquired without additional financing from other sources; and leveraged leases, where a substantial portion of the financing is provided by debt with no recourse to us. At June 30, 2010, we had leveraged leases of $548 million, which were net of non-recourse debt of approximately $1.1 billion. We utilize a number of special purpose entities for our leveraged leases. These entities do not function as vehicles to shift liabilities to other parties or to deconsolidate affiliates for financial reporting purposes. As allowed by US GAAP and by law, the gross lease receivable is offset by the qualifying non-recourse debt. In leveraged lease transactions, the third-party lender may only look to the collateral value of the leased assets for repayment.

FDIC Covered Loans

We acquired loans as part of the FDIC-assisted acquisitions of certain assets and assumption of certain liabilities of Frontier and Tamalpais during the second quarter of 2010. All of the acquired loans are covered under loss share agreements with the FDIC and are referred to as "covered loans." We will be reimbursed for a substantial portion of any future losses on the covered loans under the terms of the FDIC loss share agreements. Total covered loans outstanding at June 30, 2010 were $1.9 billion, which consisted of $784 million of commercial mortgage loans, $547 million of commercial, financial and industrial loans, $358 million of construction loans, and $174 million of other loans.

Cross-Border Outstandings

Our cross-border outstandings reflect certain additional economic and political risks that are not reflected in domestic outstandings. These risks include those arising from exchange rate fluctuations and restrictions on the transfer of funds. The following table sets forth our cross-border outstandings as of June 30 and December 31, 2009 for Canada, the only country where such outstandings exceeded one percent of total assets. As of June 30, 2010, there were no countries where such cross-border outstandings exceeded

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one 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. For the country shown in the table below, any significant local currency outstandings are funded by local currency borrowings.

(Dollars in millions)		Financial Institutions		Public Sector Entities		Corporations and Other Borrowers		Total Outstandings

June 30, 2009
	Canada	$	69	$	—	$	872	$	941
December 31, 2009
	Canada	$	88	$	—	$	837	$	925

Provision for Credit Losses

We recorded a provision for loan losses of $360 million and $44 million in the second quarters of 2009 and 2010, respectively. We recorded a provision for losses on off-balance sheet commitments of $15 million and $1 million in the second quarter of 2009 and 2010, respectively. The provisions for loan losses and for losses on off-balance sheet commitments are charged to income to bring our total allowances for credit losses to a level deemed appropriate by management based on the factors discussed under "Allowances for Credit Losses" below.

Allowances for Credit Losses

Allowance Policy and Methodology

We maintain allowances for credit losses (defined as both the allowance for loan losses and the allowance for off-balance sheet commitment losses) to absorb losses inherent in the loan portfolio as well as for leases and off-balance sheet commitments. Understanding our policies on the allowances for credit losses is fundamental to understanding our consolidated financial condition and consolidated results of operations. Accordingly, our significant policies and methodology on the allowances for credit losses are discussed in detail in Note 1 to our consolidated financial statements and in the section "Allowances for Credit Losses" included in our "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2009 Form 10-K. Unless otherwise noted, all ratios that follow in this section include covered loans.

Comparison of the Total Allowances and Related Provision for Credit Losses Compared to December 31, 2009

At June 30, 2010, our total allowances for credit losses were $1,530 million, which consisted of $1,358 million for loan losses and $172 million for losses on off-balance sheet commitments. The allowances for credit losses consisted of $1,199 million and $331 million of allocated and unallocated allowance, respectively. At June 30, 2010, our allowances for credit loss coverage ratios were 3.16 percent of total loans and 113 percent of total nonaccrual loans, including FDIC covered loans. At December 31, 2009, our total allowances for credit losses were $1,533 million, or 3.25 percent of total loans, and 116 percent of total nonaccrual loans.

At June 30, 2010, our allowance for credit losses did not include an allowance for FDIC covered loans. Acquired loans are recorded at fair value at acquisition date in accordance with applicable accounting guidance, factoring in credit losses expected to be incurred over the life of the loan. Accordingly, an allowance for loan losses is not carried over or recorded as of the acquisition date. The acquired loans are and will continue to be subject to the Bank's internal credit review. As a result, if credit deterioration is noted subsequent to the respective acquisition dates, such deterioration will be measured through the Bank's loss

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reserving methodology and a provision for loan losses will be charged to earnings with a partially offsetting noninterest income amount reflecting the increase to the FDIC indemnification asset for covered loans.

In addition, the allowances incorporate the results of measuring impairment for specifically-identified impaired loans utilizing a methodology based on the present value of the remaining expected cash flows or as a practical expedient, the loan's observable market price or the underlying collateral securing the loan (provided that the loan is collateral dependent). At June 30, 2010 and December 31, 2009, total impaired loans were $1,353 million and $1,317 million, respectively, and the associated allowances were $154 million and $223 million, respectively.

At June 30, 2010 and December 31, 2009, the allowance for losses on off-balance sheet commitments included within our total allowances for credit losses was $172 million and $176 million, respectively. In determining the adequacy of our allowances for credit losses, we consider both the allowance for loan losses and for off-balance sheet commitment losses. Net charge offs were $94 million in the second quarter of 2010, compared to $152 million in the second quarter of 2009. We expect the current elevated level of charge offs, which we began to experience in the latter half of 2008, to continue during the remainder of 2010.

As a result of management's assessment of the relevant factors, including the credit quality of our loan portfolio, the negative impact from the economic slowdown on our lending portfolios (especially our real estate portfolios), we recorded a provision for loan losses of $44 million in the second quarter of 2010, compared to a provision for loan losses of $360 million in the second quarter of 2009. The decrease was primarily attributable to a decrease in total loans (excluding FDIC covered loans), a decrease in criticized assets and lower loss content in our nonaccrual loans, partially offset by higher loss content in the commercial real estate, residential real estate, and the consumer loan portfolios.

Consistent with our quarterly practice of reviewing and refining our estimates and assumptions regarding the effects of economic and business conditions on borrowers and other factors used for assessing the appropriateness of the formula and specific or unallocated allowances for credit losses, we updated the number of periods that are included in the calculation of loss factors (the look-back period) and quantitative and qualitative factors for the quarter ended June 30, 2010, as described below.

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. During second quarter of 2010, this included reducing the look-back period and adjusting the quantitative and qualitative factors to be more representative of the economic cycle that we expect will impact the portfolio. Management determined that a shorter and more recent look-back period used to determine loss factors for risk graded credits would better represent the current business cycle and more accurately estimate losses inherent in the current portfolio. Additionally, management updated the qualitative factor adjustment in line with heightened emphasis on qualitative factors, such as the economic conditions, credit concentrations, portfolio trends, and other external factors.

Changes in the Allocated (Formula and Specific) Allowance

At June 30, 2010, the formula allowance decreased to $1,038 million, compared to $1,110 million at December 31, 2009. The net decrease was primarily due to a decrease in criticized balances, nonaccruals and lower loss content in the non-accrual loans. At June 30, 2010, the specific allowance was $161 million, compared to $232 million at December 31, 2009.

Changes in the Unallocated Allowance

At June 30, 2010, the unallocated allowance increased to $331 million, compared to $191 million at December 31, 2009, primarily due to the negative impact of high unemployment and foreclosures on residential real estate loans, the effect of continued fiscal challenges for the State of California and California local governments, the effect of commercial real estate property devaluations, the effect of the weak economy

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on retailers, and the continued effect of sustained low natural gas prices and volatile crude oil prices on energy companies.

Change in the Total Allowances for Credit Losses

The following table sets forth a reconciliation of changes in our allowances for credit losses.

				For the Three Months Ended June 30,						Increase (Decrease)						For the Six Months Ended June 30,						Increase (Decrease)

(Dollars in thousands)				2009			2010			Amount			Percent			2009			2010			Amount			Percent
Balance, beginning of period				$	870,185		$	1,408,013		$	537,828			61.8	%	$	737,767		$	1,357,000		$	619,233			83.9	%
Loans charged off:
	Commercial, financial and industrial				85,870			29,770			(56,100	)		(65.3	)		181,638			96,930			(84,708	)		(46.6	)
	Construction				23,153			9,359			(13,794	)		(59.6	)		25,469			25,911			442			1.7
	Commercial mortgage				23,533			50,657			27,124			nm			27,869			82,526			54,657			nm
	Residential mortgage				8,880			11,407			2,527			28.5			14,933			21,683			6,750			45.2
	Consumer				11,731			10,301			(1,430	)		(12.2	)		21,141			20,064			(1,077	)		(5.1	)

		Total loans charged off			153,167			111,494			(41,673	)		(27.2	)		271,050			247,114			(23,936	)		(8.8	)

Recoveries of loans previously charged off:
	Commercial, financial and industrial				1,125			8,306			7,181			nm			2,276			21,425			19,149			nm
	Construction				150			7,236			7,086			nm			150			9,627			9,477			nm
	Commercial mortgage				18			1,699			1,681			nm			225			1,935			1,710			nm
	Residential mortgage				5			257			252			nm			20			285			265			nm
	Consumer				290			465			175			60.3			422			900			478			nm

		Total recoveries of loans previously charged off			1,588			17,963			16,375			nm			3,093			34,172			31,079			nm

			Net loans charged off		151,579			93,531			(58,048	)		(38.3	)		267,957			212,942			(55,015	)		(20.5	)
Provision for loan losses					360,000			44,000			(316,000	)		(87.8	)		609,000			214,000			(395,000	)		(64.9	)
Other					3,027			(613	)		(3,640	)		nm			2,823			(189	)		(3,012	)		nm

Ending balance of allowance for loan losses				$	1,081,633		$	1,357,869		$	276,236			25.5	%	$	1,081,633		$	1,357,869		$	276,236			25.5	%
Allowance for losses on off-balance sheet commitments					166,374			172,374			6,000			3.6			166,374			172,374			6,000			3.6

Allowances for credit losses				$	1,248,007		$	1,530,243		$	282,236			22.6	%	$	1,248,007		$	1,530,243		$	282,236			22.6	%

Allowance for loan losses to total loans(1)					2.21	%		2.81	%								2.21	%		2.81	%
Allowances for credit losses to total loans(2)					2.55			3.16									2.55			3.16
Provision for loan losses to net loans charged off					237.50			47.04									227.28			100.50
Net loans charged off to average loans outstanding for the period(3)					1.23			0.78									1.09			0.91
Excluding FDIC covered loans(3):
Allowance for loan losses to total loans(1)					N/A			2.92	%								N/A			2.92	%
Allowances for credit losses to total loans(2)					N/A			3.29									N/A			3.29
Net loans charged off to average loans outstanding for the period(4)					N/A			0.81									N/A			0.92

(1): The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans or total nonperforming loans, as appropriate.
(2): The allowance for credit losses ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total loans or total nonperforming loans, as appropriate.
(3): These ratios exclude the impact of the acquired loans and foreclosed assets, which are covered under loss share agreements between Union Bank, N.A. and the FDIC. Such agreements are related to the April 2010 acquisitions of certain assets and the assumption of certain liabilities of Frontier Bank and Tamalpais Bank.
(4): Annualized.
nm: = not meaningful
N/A: = not applicable for periods prior to the April 2010 Frontier and Tamalpais transactions.

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Nonperforming Assets

Nonperforming assets consist of nonaccrual loans, restructured loans that are nonperforming and foreclosed assets. Nonaccrual loans are those for which management has discontinued accrual of interest because there exists significant uncertainty as to the full and timely collection of either principal or interest or such loans have become contractually past due 90 days with respect to principal or interest. For a more detailed discussion of the accounting for nonaccrual loans, see Note 1 to our consolidated financial statements included in the Company's 2009 Form 10-K.

Restructured loans are loans in which the Bank has formally restructured all or a significant portion of the loan and provided a concession in the form of debt forgiveness, a modification of interest rate or payment terms. Any impairment, not previously recorded, is accounted for at the time of restructuring. Restructured loans are separately disclosed as nonperforming assets for the calendar year of restructuring. If a restructured loan was negotiated at a market rate at the date of restructuring and performs under the modified terms for a sustained period, it may be disclosed as performing assets in the subsequent calendar year.

Foreclosed assets include property where the Bank acquired title through foreclosure or "deed in lieu" of foreclosure.

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The following table sets forth an analysis of nonperforming assets.

												Increase (Decrease) June 30, 2010 From:

												June 30, 2009						December 31, 2009
			June 30, 2009			December 31, 2009			June 30, 2010			June 30, 2009						December 31, 2009
(Dollars in thousands)			June 30, 2009			December 31, 2009			June 30, 2010			Amount			Percent			Amount			Percent
Commercial, financial and industrial			$	361,118		$	335,581		$	157,351		$	(203,767	)		(56.4	)%	$	(178,230	)		(53.1	)%
Construction				313,790			335,085			372,874			59,084			18.8			37,789			11.3
Commercial mortgage				265,229			414,429			458,235			193,006			72.8			43,806			10.6
Residential mortgage				142,354			194,482			226,763			84,409			59.3			32,281			16.6
Consumer				19,635			20,492			25,421			5,786			29.5			4,929			24.1
Lease financing				—			108			—			—			—			(108	)		(100.0	)
Restructured—nonaccrual				—			16,954			88,352			88,352			100.0			71,398			nm

	Total nonaccrual loans, excluding FDIC covered loans			1,102,126			1,317,131			1,328,996			226,870			20.6			11,865			0.9
	FDIC covered nonaccrual loans			—			—			23,704			23,704			100.0			23,704			100.0

		Total nonaccrual loans		1,102,126			1,317,131			1,352,700			250,574			22.7			35,569			2.7
Foreclosed assets, excluding FDIC covered foreclosed assets				32,967			32,662			52,359			19,392			58.8			19,697			60.3
FDIC covered foreclosed assets				—			—			157,745			157,745			100.0			157,745			100.0
Restructured—nonperforming				9,509			—			—			(9,509	)		(100.0	)		—			—

		Total nonperforming assets	$	1,144,602		$	1,349,793		$	1,562,804		$	418,202			36.5	%	$	213,011			15.8	%

		Total nonperforming assets, excluding FDIC covered assets	$	1,144,602		$	1,349,793		$	1,381,355		$	236,753			20.7	%	$	31,562			2.3	%

Restructured loans that continue to accrue interest			$	1,467		$	3,811		$	9,285		$	7,818			nm		$	5,474			nm

Allowance for loan losses			$	1,081,633		$	1,357,000		$	1,357,869		$	276,236			25.5	%	$	869			0.1	%

Allowances for credit losses			$	1,248,007		$	1,533,374		$	1,530,243		$	282,236			22.6	%	$	(3,131	)		(0.2	)%

Nonaccrual loans to total loans				2.25	%		2.79	%		2.80	%
Allowance for loan losses to nonaccrual loans(1)				98.14			103.03			100.38
Allowances for credit losses to nonaccrual loans(2)				113.24			116.42			113.13
Nonperforming assets to total loans, foreclosed assets and distressed loans held for sale				2.34			2.86			3.22
Nonperforming assets to total assets				1.55			1.58			1.85
Excluding FDIC covered assets(3):
Nonaccrual loans to total loans				N/A			N/A			2.86	%
Nonperforming assets to total loans, distressed loans held for sale and foreclosed assets				N/A			N/A			2.97
Nonperforming assets to total assets				N/A			N/A			1.68

(1): The allowance for loan losses ratios are calculated using the allowance for loan losses against end of period total loans or total nonperforming loans, as appropriate.
(2): The allowances for credit losses ratios are calculated using the sum of the allowances for loan losses and for losses on off-balance sheet commitments against end of period total loans or total nonaccrual loans, as appropriate.
(3): These ratios exclude the impact of the acquired loans and foreclosed assets, which are covered under loss share agreement between Union Bank, N.A. and the FDIC. Such agreements are related to the April 2010 acquisitions of certain assets and the assumption of certain liabilities of Frontier Bank and Tamalpais Bank.
nm: = not meaningful
N/A: = not applicable for periods prior to the April 2010 Frontier and Tamalpais transactions.

The increase in nonaccrual loans from June 30, 2009 to June 30, 2010 was primarily due to an increase in commercial and residential mortgage loans, primarily within the commercial real estate industry sector. During the second quarters of 2009 and 2010, we had $23.1 million and $129.5 million in sales of nonperforming loans, respectively. Losses from these sales of $9.6 million and $54.1 million for the second quarters of 2009 and 2010 were reflected in charge offs.

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Covered nonperforming assets totaled $181.4 million, representing 0.22 percent of total assets at June 30, 2010. These covered nonperforming assets are subject to loss share agreements with the FDIC.

Loans 90 Days or More Past Due and Still Accruing

										Increase (Decrease) June 30, 2010 From:

										June 30, 2009					December 31, 2009
				June 30, 2009		December 31, 2009		June 30, 2010		June 30, 2009					December 31, 2009
(Dollars in thousands)				June 30, 2009		December 31, 2009		June 30, 2010		Amount		Percent			Amount			Percent
Commercial, financial and industrial				$	3,699	$	4,393	$	4,832	$	1,133		30.6	%	$	439			10.0	%
Construction					—		—		—		—		—			—			—
Mortgage:
	Commercial				—		413		—		—		—			(413	)		(100.0	)

		Total mortgage			—		413		—		—		—			(413	)		(100.0	)
Consumer and other(1)					307		229		432		125		40.7			203			88.6

		Total loans 90 days or more past due and still accruing, excluding FDIC covered loans			4,006		5,035		5,264		1,258		31.4			229			4.5
FDIC covered loans(2)					—		—		531		531		100.0			531			100.0

			Total loans 90 days or more past due and still accruing	$	4,006	$	5,035	$	5,795	$	1,789		44.7	%	$	760			15.1	%

(1): Effective January 1, 2009, the Company changed its nonaccrual accounting policy to place consumer home equity loans and one-to-four single family residential loans on nonaccrual status when these loans are delinquent 90 days or more, or in foreclosure.
(2): Excludes loans totaling $300 million that are 90 days or more past due and still accruing at June 30, 2010, which consisted of FDIC covered loans accounted in accordance with the accounting standards for acquired impaired loans.

Securities

Management of the securities portfolio involves the maximization of return while maintaining prudent levels of quality, market risk and liquidity. At June 30, 2010, approximately 97 percent of our securities, based upon carrying value, were investment grade. The amortized cost, gross unrealized gains, gross unrealized losses and fair values of securities are detailed in Note 5 to our consolidated financial statements included in this Form 10-Q.

Our securities available for sale are recorded at fair value with the change in fair value recognized in accumulated other comprehensive income. Our Asset and Liability Management (ALM) Securities portfolio, which consists of available for sale U.S. Government, state and municipal, and mortgage-backed securities held for ALM purposes, totaled $21.6 billion at June 30, 2010. ALM Securities are valued at fair value by a pricing service whose prices can be corroborated by recent security trading activities.

Our asset-backed securities primarily consist of collateralized loan obligations (CLO) securities, which are known as Cash Flow CLOs. A Cash Flow CLO is a structured finance product that securitizes a diversified pool of loan assets into multiple classes of notes from the cash flows generated by such loans. Cash Flow CLOs pay the note holders through the receipt of interest and principal repayments from the underlying loans unlike other types of CLOs that pay note holders through the trading and sale of underlying collateral. During the first quarter of 2009, we reclassified our CLOs from available for sale to held to maturity. We consider the held to maturity classification to be more appropriate because we have the ability and the intent to hold these securities to maturity.

At June 30, 2010, the fair value of our CLO securities had decreased by approximately $24.1 million from December 31, 2009, primarily due to a decrease in liquidity in the marketplace. We estimate the fair value of our CLOs using a pricing model, as well as broker quotes. The model is based on internally-developed assumptions, utilizing market data derived from market participants and credit rating agencies. These

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assumptions include, but are not limited to, estimated default rates, recovery rates, prepayment rates and reinvestment rates.

We conduct a formal review of our securities available for sale and securities held to maturity portfolios on a quarterly basis for the presence of other-than-temporary impairment. We recognized an insignificant amount of impairment on three non-agency residential mortgage-backed securities during the first half of 2010. Based on the review performed as of June 30, 2010, we expect to recover the entire amortized cost basis of securities available for sale and securities held to maturity portfolios.

Analysis of Securities

The following tables show the remaining contractual maturities and expected yields of the securities based upon amortized cost at June 30, 2010.

Securities Available For Sale

		June 30, 2010

		Maturity
		One Year or Less					Over One Year Through Five Years					Over Five Years Through Ten Years					Over Ten Years					Total Amortized Cost(4)
(Dollars in thousands)		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
U.S. Treasury		$	299,963		0.32	%	$	—		—	%	$	311		2.75	%	$	—		—	%	$	300,274		0.32	%
Other U.S. government			3,224,857		0.51			8,743,901		1.57			1,810		7.80			—		—			11,970,568		1.29
Residential mortgage-backed securities—agency(1)(2)			5		4.41			259,273		3.81			1,028,321		3.80			7,338,267		3.99			8,625,866		3.96
Residential mortgage-backed securities—non-agency(1)(2)			—		—			—		—			10,468		5.07			376,205		5.32			386,673		5.31
State and municipal			2,762		6.13			7,857		6.30			15,043		3.42			20,205		5.53			45,867		5.01
Asset-backed and debt securities			—		—			23,645		7.25			21,373		3.98			65,799		7.02			110,817		6.48
Equity securities(3)			—		—			—		—			—		—			—		—			79,463		—

	Total securities available for sale	$	3,527,587		0.50	%	$	9,034,676		1.65	%	$	1,077,326		3.82	%	$	7,800,476		4.08	%	$	21,519,528		2.45	%

Securities Held to Maturity

		June 30, 2010

		Maturity
		One Year or Less					Over One Year Through Five Years					Over Five Years Through Ten Years					Over Ten Years					Total Amortized Cost(4)(5)
(Dollars in thousands)		Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield			Amount		Yield
Collateralized loan obligations		$	2,471		6.67	%	$	61,873		2.09	%	$	1,402,877		1.22	%	$	296,890		1.13	%	$	1,764,111		1.24	%
Foreign securities			95		0.25			—		—			—		—			—		—			95		0.25

	Total securities held to maturity	$	2,566		6.43	%	$	61,873		2.09	%	$	1,402,877		1.22	%	$	296,890		1.13	%	$	1,764,206		1.24	%

(1): Although the residential mortgage-backed securities have been ascribed to periods based upon their contractual maturities, principal payments are received prior to maturity because borrowers have the right to repay their obligations at any time.
(2): See discussion of expected duration in "Quantitative and Qualitative Disclosures About Market Risk."
(3): Equity securities do not have a stated maturity and are included in the total column only.
(4): Amortized cost reflects fair value adjustments as a result of the Company's privatization transaction.
(5): For securities transferred to held to maturity from available for sale, amortized cost is defined as the original purchase cost, plus or minus any accretion or amortization of a purchase discount or premium, less payments and any impairment previously recognized in earnings.

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Our securities available for sale portfolio at June 30, 2010 included ALM Securities with a fair value of $21.6 billion. These securities had an expected weighted average maturity of 2.5 years.

Deposits

The table below provides information on our deposits as of June 30, 2009, December 31, 2009 and June 30, 2010.

									Increase (Decrease) June 30, 2010 From December 31, 2009

			June 30, 2009		December 31, 2009		June 30, 2010
(Dollars in thousands)			June 30, 2009		December 31, 2009		June 30, 2010		Amount			Percent
Interest checking			$	3,803,550	$	849,283	$	1,156,090	$	306,807			36	%
Money market				28,588,080		39,952,337		32,651,093		(7,301,244	)		(18	)

		Total interest bearing transaction accounts		32,391,630		40,801,620		33,807,183		(6,994,437	)		(17	)
Savings				2,220,689		3,716,566		4,602,576		886,010			24
Time				8,800,076		9,440,478		12,541,535		3,101,057			33

		Total interest bearing deposits(1)		43,412,395		53,958,664		50,951,294		(3,007,370	)		(6	)
Noninterest bearing deposits				14,926,564		14,558,989		15,319,290		760,301			5

		Total deposits	$	58,338,959	$	68,517,653	$	66,270,584	$	(2,247,069	)		(3	)%

(1) Total interest bearing deposits include:
	Brokered deposits:
		Interest bearing transaction accounts	$	1,120,859	$	5,340,452	$	4,121,335	$	(1,219,117	)		(23	)%
		Time		491,591		979,352		922,983		(56,369	)		(6	)

		Total brokered deposits		1,612,450		6,319,804		5,044,318		(1,275,486	)		(20	)
	Nonbrokered deposits			41,799,945		47,638,860		45,906,976		(1,731,884	)		(4	)

		Total interest bearing deposits	$	43,412,395	$	53,958,664	$	50,951,294	$	(3,007,370	)		(6	)%

Core Deposits:
Total deposits			$	58,338,959	$	68,517,653	$	66,270,584	$	(2,247,069	)		(3	)%
	Less: Total brokered deposits			1,612,450		6,319,804		5,044,318		(1,275,486	)		(20	)
	Less: Total nonbrokered time deposits of $100,000 and over			6,187,630		6,510,741		8,291,745		1,781,004			27

		Total core deposits	$	50,538,879	$	55,687,108	$	52,934,521	$	(2,752,587	)		(5	)%

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The following table reflects financial instruments measured at fair value on a recurring basis as of June 30, 2009, December 31, 2009 and June 30, 2010. For additional information on the fair value of financial instruments, see Note 14 to the consolidated financial statements in this Form 10-Q.

Our exposure to market risk primarily exists in interest rate risk in our non-trading balance sheet and, to a much lesser degree, in price risk in our trading portfolio. The objective of market risk management is to mitigate any undue adverse impact on earnings and capital arising from changes in interest rates and other market variables and to ensure the Bank has adequate sources of liquidity. This risk management objective supports our broad objective of enhancing shareholder value, which encompasses stable earnings growth over time and capital stability.

The Board of Directors, directly or through its appropriate committee, approves our Asset and Liability Management, Investment and Derivatives Policy (ALM Policy), which governs the management of market risk and guides our investment, derivatives and trading activities. The ALM Policy establishes the Bank's risk tolerance guidelines by outlining standards for measuring market risk, creates Board-level limits for specific market risks, establishes guidelines for reporting market risk and requires independent review and oversight of market risk activities.

The Risk & Capital Committee (RCC), comprised of selected senior officers of the Bank, among other things, strives to ensure that the Bank has an effective process to identify, measure, monitor, and manage market risk as required by the ALM Policy. The RCC provides the broad and strategic guidance of market risk management by formulating high-level strategies for market risk management and defining the risk/return direction for the Bank, and by approving the investment, derivatives and trading policies that govern the Bank's activities. The Asset Liability Management Committee (ALCO) as instructed by the RCC, is responsible for the management of market risk and approves specific risk management programs to be recommended to the RCC

for approval, including those related to interest rate hedging, investment securities, wholesale funding and trading activities. The RCC may delegate to ALCO various decisions pertaining to market risk management as it deems appropriate.

The Treasurer is primarily responsible for the implementation of risk management strategies approved by the RCC and for operational management of market risk through the funding, investment and derivatives hedging activities of Corporate Treasury. The managers of the Global Markets Division and the Capital Markets Division are responsible for operational management of price risk through the trading activities conducted in their respective divisions. The Market Risk Management (MRM) unit is responsible for the monitoring of market risk and MRM functions independently of all operating and management units.

We have separate and distinct methods for managing the market risk associated with our asset and liability management activities and our trading activities, as described below. For additional information about our market risk management, please see "Quantitative and Qualitative Disclosures about Market Risk" in "Management's Discussion and Analysis of Financial Condition and Results of Operations" in our 2009 Form 10-K.

In order to measure the sensitivity of the Bank's financial position to interest rate risk, parallel rate shocks and gradual ramps over 12 months in both up and down scenarios are compared to current rates to generate earnings and economic value of equity impacts. During the first quarter of 2010, under RCC delegated authority to approve temporary changes to risk measurement, the -200 basis point parallel scenario was replaced with a -100 basis point parallel scenario. This change reflects the low probability associated with rate reductions of 200 basis point in the current extremely low rate environment, and the acceptance of a scenario that better reflects historically low rate levels achieved in the past. The +200 basis point scenario was not changed. The RCC will monitor the rate environment and will consider restoring the -200 basis point measure in the future when deemed appropriate.

At June 30, 2010, Economic NII sensitivity was asset sensitive to parallel rate shifts. A +200 basis point parallel shift in rates would increase 12-month Economic NII by 4.15 percent, while a -100 basis point downward shift in rates would decrease it by 2.58 percent. At December 31, 2009, a +200 basis point parallel shift in rates would increase 12-month Economic NII by 0.03 percent, while a -100 basis point downward shift in rates would reduce it by 1.65 percent. We caution that significant low levels of current interest rates and ongoing enhancements to our interest rate risk modeling may make prior year comparisons of Economic NII less meaningful. Economic NII adjusts our reported NII for the effect of certain noninterest bearing deposit related fee and expense items. Those adjustment items are innately liability sensitive, meaning that reported NII is less liability sensitive than Economic NII.

Generally, short-term assets reprice faster than short-term liabilities. As a result, higher short-term rates with fixed longer term rates will improve Economic NII. Alternatively, gradually lower short-term rates with gradually higher longer term rates will contract Economic NII.

As more fully described in Note 3 to our consolidated financial statements, the Bank acquired certain assets of Frontier with a fair value of $2.9 billion and certain assets of Tamalpais with a fair value of

$571 million in April 2010. These acquisitions resulted in an immaterial decrease in the asset sensitivity of the Bank's Economic NII.

During the first half of 2010, the Bank increased its asset sensitivity to position the Bank to benefit from rising rates in the future by the termination of positions in receive fixed interest rate swaps and floor derivative portfolios, the repositioning of mortgage securities from longer to shorter durations and the execution of term funding. Additionally, increased deposit balances, cash holdings and the effect of lower rates on the forecasted risk from mortgages and deposits contributed to the asset sensitive position. In managing the interest rate sensitivity of our balance sheet, we use the ALM investment securities portfolio and derivatives positions as the primary tools to adjust our interest rate risk profile, if necessary.

At June 30, 2009 and 2010, our available for sale securities portfolio included $7.2 billion and $21.6 billion, respectively, of securities for ALM purposes. At June 30, 2010, approximately $5.6 billion of the portfolio was pledged to secure trust and public deposits and for other purposes as required or permitted by law. During the second quarter of 2010, we purchased $2.2 billion and sold $1.0 billion par value of securities, as part of our investment portfolio strategy, while $1.7 billion par value of ALM securities matured or were called.

Based on current prepayment projections, the estimated ALM Securities portfolio's effective duration was 1.3 at June 30, 2010, compared to 2.4 at June 30, 2009. Effective duration is a measure of price sensitivity of a bond portfolio to immediate parallel shifts in interest rates. An effective duration of 1.3 suggests an expected price decrease of approximately 1.3 percent for an immediate 1.0 percent parallel increase in interest rates.

During the first half of 2010, the ALM derivatives portfolio decreased by $4.8 billion notional amount due to terminations of receive fixed interest rate swaps and LIBOR floor contracts.

The fair value of the ALM derivatives portfolio decreased primarily due to the termination of LIBOR floor contracts and the impact of a decline in interest rates on cap contracts, which benefit from the expectation of higher future interest rates. The decrease was partially offset by the termination of receive fixed interest rate swaps. For additional discussion of derivative instruments and our hedging strategies, see Note 15 to our consolidated financial statements in this Form 10-Q and Note 18 to our Consolidated Financial Statements included in our 2009 Form 10-K.

The following table provides the notional value and the fair value of our ALM derivatives portfolio as of June 30, 2009, December 31, 2009 and June 30, 2010 and the change in fair value between December 31, 2009 and June 30, 2010.

We enter into trading account activities primarily as a financial intermediary for customers and, to some extent, for our own account. By acting as a financial intermediary, we are able to provide our customers with access to a range of products supporting the securities, foreign exchange and derivatives markets. In acting for our own account, we may take positions in certain securities, foreign exchange and interest rate instruments, subject to various limits in amount, tenor and other respects, with the objective of generating trading profits.

As of June 30, 2010, we had $27.4 billion notional amount of interest rate derivative contracts. We enter into these agreements for customer accommodations and for our own account, accepting risks up to management approved Value-at-Risk levels.

We market energy derivative contracts to existing energy industry customers, primarily oil and gas producers, in order to meet their hedging needs. All transactions are fully matched to offsetting (mirror) derivative contracts with third parties to remove our exposure to market risk, with income earned on the credit spread. As of June 30, 2010, we had $3.6 billion notional amount of energy derivative contracts with approximately half of these energy derivative contracts entered into as an accommodation for customers and the remaining half entered into as matching contracts to remove our exposure to market risk on our customer accommodation transactions.

The following table provides the notional value and the fair value of our trading derivatives portfolio as of June 30, 2009, December 31, 2009 and June 30, 2010 and the change in fair value between December 31, 2009 and June 30, 2010.

Liquidity risk is the risk that the Bank's financial condition or overall safety and soundness is adversely affected by an inability, or perceived inability, to meet its contractual obligations. The objective of liquidity risk management is to maintain a sufficient amount of liquidity and diversity of funding sources to allow the Bank to meet expected and unexpected obligations in both stable and adverse conditions.

The management of liquidity risk is governed by the ALM Policy under the oversight of the RCC and the Audit & Finance Committee of the Board. ALCO oversees liquidity risk management activities. Corporate Treasury formulates the Bank's liquidity and contingency planning strategies and is responsible for identifying, monitoring and reporting on liquidity risk. Market Risk Management, which is part of the Enterprise Wide Risk Reporting and Analysis unit, partners with Corporate Treasury to establish sound policy and effective risk controls. RCC and ALCO also maintain a Contingency Funding Plan that identifies actions to be taken to help ensure adequate liquidity if an event should occur that disrupts or adversely affects the Bank's normal funding activities.

Liquidity risk is managed using a total balance sheet perspective that analyzes all sources and uses of liquidity including loans, investments, deposits and borrowings, as well as off-balance sheet exposures. Various tools are used to measure and monitor liquidity, including pro-forma forecasting of the sources and use of cash flows over a 12-month time horizon, stress testing of the pro-forma forecast and assessment of the Bank's capacity to raise incremental unsecured and secured funding. Stress testing, which incorporates both bank-specific and systemic market scenarios that would adversely affect the Bank's liquidity position, facilitates the identification of appropriate remedial measures to help ensure that the Bank maintains adequate liquidity in adverse conditions. Such measures may include extending the maturity profile of liabilities, optimizing liability levels through pricing strategies, adding new funding sources, altering dependency on certain funding sources and/or selling assets.

In March 2010, the federal bank regulators adopted (effective May 21, 2010) an Interagency Policy Statement of Funding and Liquidity Risk Management which sets forth the regulators' supervisory expectations for all insured depository institutions for management of funding and liquidity risk. Under the guidance of this policy statement, banks are expected, among other measures, to adopt and observe sound practices for liquidity risk management, ensure oversight through the board of directors or appropriate committees, conduct regular stress testing, monitor and effectively manage collateral positions, ensure diversification in funding sources, to develop a formal contingency funding plan that clearly sets out the institution's strategies for addressing liquidity shortfalls in emergency situations and to establish a monitoring framework for contingent events by using early-warning indicators and event triggers. The Bank's Board of Directors has approved a number of measures aimed at assuring compliance with the policy statement, including a formal ALM Policy with specific governance on liquidity risk management.

Our primary sources of liquidity are core deposits (described below), securities portfolio and wholesale funding. Wholesale funding includes unsecured funds raised from interbank and other sources, both domestic and international. Also included are secured funds raised by selling securities under repurchase agreements and by borrowing from the FHLB. We evaluate and monitor the stability and reliability of our various funding sources to help ensure that we have sufficient liquidity in adverse circumstances. We generally view our core deposits to be relatively stable. Secured borrowings via repurchase agreements and advances from the FHLB are also recognized as highly reliable funding sources, and we therefore maintain these sources primarily to meet our contingency funding needs.

The acquisitions of certain assets and assumption of certain liabilities of Frontier and Tamalpais resulted in the assumption of FHLB advances (including accrued interest) of $135 million from the FHLB of San Francisco and $385 million from the FHLB of Seattle, including prepayment fees payable of $4 million and $23 million, respectively. Shortly after the respective acquisition dates, the Bank repaid in full all outstanding FHLB advances assumed in connection with these acquisitions.

Total deposits declined $2.2 billion from $68.5 billion at December 31, 2009 to $66.3 billion at June 30, 2010. The decline in deposits was coupled with a modest decrease in wholesale funding of $0.8 billion from $8.9 billion at December 31, 2009 to $8.1 billion at June 30, 2010.

Core deposits, which consist of total deposits excluding brokered deposits and time deposits of $100,000 and over, provide us with a sizable source of relatively stable and low-cost funds. At June 30, 2010, our core deposits totaled $52.9 billion, and combined with our stockholder's equity, funded 74.9 percent of our $84.3 billion in total assets. During the past year, the Bank has experienced a significant increase in money market deposit accounts from $28.6 billion at June 30, 2009 to $32.7 billion at June 30, 2010. These amounts are included in the Bank's core deposits. Management believes that some portion of these deposits may be relatively interest rate sensitive and that decreases in rates paid by the Bank (or a failure to match increases in rates by competitors) may result in such deposits being redirected by customers from the Bank to other investment alternatives. Management believes, however, that overall, core deposits remain a relatively stable funding source. The Bank maintains a variety of other funding sources, secured and unsecured, which management believes will be adequate to meet the Bank's liquidity needs, including the following:

We believe that these sources, in addition to our core deposits and equity capital, provide a stable funding base. Management does not rely on any one source of liquidity and manages availability in response to changing balance sheet needs.

Our costs and ability to raise funds in the capital markets are influenced by our credit ratings. Our credit ratings could be impacted by changes in the credit ratings of BTMU and MUFG. The following table provides our credit ratings as of June 30, 2010.

The following tables summarize our risk-based capital, risk-weighted assets, and risk-based capital ratios.

We and Union Bank are subject to various regulations of the federal banking agencies, including minimum capital requirements. We 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).

As of June 30, 2010, management believes the capital ratios of Union Bank met all regulatory requirements of "well-capitalized" institutions, which are 10 percent for the Total risk-based capital ratio, 6 percent for the Tier 1 risk-based capital ratio and 5 percent for the Leverage ratio.

As a result of a corporate reorganization in the fourth quarter of 2009, we reevaluated our business segments. Under the new organizational structure, we have three operating segments: Retail Banking Group,

Corporate Banking Group and Pacific Rim Corporate Group. The Corporate Banking Group and Pacific Rim Corporate Group segments have been aggregated together. We have two reportable business segments: Retail Banking and Corporate Banking.

Prior to this reorganization, the various operating segments were aggregated into two reportable business segments formerly known as "Retail Banking" and "Wholesale Banking." Our new reportable business segment structure is similar to the previous structure. However, the Global and Wealth Markets Division, which was previously included in Retail Banking, is now included in Corporate Banking. Additionally, the goodwill, intangible assets, and related amortization/accretion associated with our privatization transaction previously were included in our segment results. To align with the chief operating decision maker's view of our segments, we have adjusted our 2009 reportable business segment results to exclude intangible assets and related amortization/accretion from our reportable business segment results and included such amounts in "Other."

In the second quarter of 2010, we recorded $47.7 million of goodwill as a result of our FDIC-assisted acquisitions of certain assets and assumption of certain liabilities of Frontier and Tamalpais. Goodwill of $34.2 million and $13.5 million was assigned to the Retail Banking and Corporate Banking reportable business segments, respectively.

The risk-adjusted return on capital (RAROC) methodology used seeks to attribute economic capital to business units consistent with the level of risk they assume. These risks are primarily credit and operational, given that market risk is not assumed by the business unit. Credit risk is the potential loss in economic value due to the likelihood that the obligor will not perform as agreed. Operational risk is the potential loss due to all other factors, such as failures in internal control, system failures or external events. Market risk is the potential loss in fair value due to changes in interest rates, currency rates and equity prices. RAROC may be one of several measures that is used to measure business unit compensation.

The table that follows reflects the condensed income statements, selected average balance sheet items, and selected financial ratios, including changes from the prior year, for each of our reportable business segments. The information presented does not necessarily represent the businesses' financial condition and results of operations as if they were independent entities. We reflect a "market view" perspective in measuring our business segments. The market view is a measurement of our customer markets aggregated to show all revenues generated and expenses incurred from all products and services sold to those customers regardless of where product areas organizationally report. Therefore, revenues and expenses are included in both the business segment that provides the service and the business segment that manages the customer relationship. The duplicative results from this internal management accounting view are reflected in "Reconciling Items." The market view approach fosters cross-selling with a total profitability view of the products and services being managed. For example, the Securities Trading and Sales unit within the Global and Wealth Markets Division is a business unit that manages the fixed income securities activities for all retail and corporate customers throughout the Bank. This unit retains and also allocates revenues and expenses to divisions responsible for such retail and commercial customer relationships.

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 RAROC measurement methodology recognizes credit expense for expected losses arising from credit risk and attributes economic capital related to unexpected losses arising from credit, market and operational risks. As a result of the methodology used by the RAROC model to calculate expected losses, differences between the provision for credit losses and credit expense in any one period could be significant. However, over an economic cycle, the cumulative provision for credit losses and credit expense for expected losses should be substantially the same. Business unit results are based on an internal management reporting system used by management to measure the performance of the units and UnionBanCal as a whole. Our management reporting system identifies balance sheet and income statement items for 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. During the first quarter of 2010, we refined our transfer pricing methodology with respect to reference rates for deposits and to include additional assumptions about liquidity premiums, benefits granted for eligible loan collateral and charges for collateral requirements on deposits. Noninterest income and expense directly or indirectly attributable to a business unit are assigned to that business. The business units are assigned the costs of products and services directly attributable to their business activity through standard unit cost accounting based on volume of usage. All other corporate expenses (overhead) are allocated to the business units based on a predetermined percentage of usage.

The reportable business segment results for the prior periods have been adjusted to reflect changes in the transfer pricing methodology, the organizational changes that have occurred and the market view contribution.

Retail Banking provides deposit and credit financial products delivered through our branches and relationship managers to individuals and small businesses. Retail Banking is focused on executing a strategy that will identify targeted opportunities within the consumer and small business markets, and develop product, marketing and sales strategies to attract new customers in these identified target markets.

During the six months ended June 30, 2010, net income of Retail Banking increased compared to the same period in 2009, resulting from a 27 percent increase in net interest income, partially offset by an 11 percent increase in noninterest expense. The increase in net interest income was primarily due to increased margin combined with the growth in loans and interest bearing deposits.

Average asset growth for the six months ended June 30, 2010 compared to the same period in 2009 was primarily driven by a 4 percent growth in average loans, mainly in residential mortgages.

Average deposits increased 14 percent during the six months ended June 30, 2010 compared to the same period in 2009. This increase was primarily due to Retail Banking's strategy, which continues to focus on marketing activities to attract new consumer and small business deposits, customer cross-sell, relationship management, sales resources, and new products and locations. We expect that a larger branch network, combined with this Retail Banking strategy and more robust telephone and internet channels, will improve growth prospects.

Noninterest income increased by 1 percent during the six months ended June 30, 2010 compared to the same period in 2009. Noninterest expense increased by 11 percent during the six months ended June 30, 2010 compared to the same period in 2009. This increase was primarily due to increased staff costs, FDIC insurance assessment expense and acquisition expenses.

Retail Banking is comprised of the following major divisions: Retail Banking Branches and Consumer Asset Management.

The Retail Banking Branches Division is organized geographically. We serve our customers in the following ways:

Through alliances with other financial institutions, the Consumer Asset Management Division offers additional products and services, such as credit cards and merchant services.

Our Retail Banking Branches and Consumer Asset Management Divisions compete with larger banks by attempting to provide service quality superior to that of our major competitors. The primary means of competing with community banks include our branch network and our technology to deliver banking services. We also offer convenient banking hours to consumers through our drive-through banking locations and selected branches that are open seven days a week.

These divisions compete 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.

Corporate Banking offers financing, depository and cash management services to middle market and large corporate businesses primarily headquartered in the Western U.S. Corporate Banking continues to focus on specific geographic markets and industry segments such as energy, institutional trusts, entertainment and real estate. Relationship managers provide credit services, including commercial loans, accounts receivable and inventory financing, project financing, lease financing, trade financing and real estate financing. In addition to credit services, Corporate Banking offers a broad range of depository and global treasury solutions delivered through deposit managers with significant industry expertise and experience in businesses of all sizes including numerous vertical industry niches such as U.S. correspondent banks and government entities, as well as investment and risk management products.

The main strategy of our Corporate Banking business units is to target industries and companies for which we can reasonably expect to be one of a customer's primary banks. Consistent with this strategy, Corporate Banking business units attempt to serve a large part of the targeted customers' credit and depository needs. The Corporate Banking business units compete with other banks primarily on the basis of the quality of our relationship managers, the level of industry expertise, the delivery of quality customer service, and our reputation as a "business bank." We also compete with a variety of other financial services companies as well as non-bank 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. Competition in our principal markets may further intensify as a result of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the Dodd-Frank Act), which, among other things, permits de novo branching into California by national banks, state banks and foreign banks from other states (see Part II, Item IA, "Risk Factors—Substantial competition could adversely affect us" in this Form 10-Q for additional information about the Dodd-Frank Act).

During the six months ended June 30, 2010, net income of Corporate Banking increased 29 percent, compared to the same period of 2009, resulting from a 26 percent increase in net interest income and a 7 percent increase in noninterest income, partially offset by a 19 percent increase in noninterest expense. The increase in net interest income was mainly due to higher deposits.

During the six months ended June 30, 2010, average loans decreased 12 percent compared to the same period of 2009 primarily due to decreases in our commercial and industrial loan portfolio and real estate construction portfolio, partially offset by an increase in our residential mortgage portfolio.

During the six months ended June 30, 2010, average deposits increased 46 percent compared to the same period of 2009. Money market deposits experienced significant growth as a result of long-term corporate deposit-gathering strategies, a "flight to quality" and entry into new business niches. These new niches provided funding from large institutional accounts, including brokerage firms. These relationships reflect execution of a business strategy to obtain deposits from brokerage and institutional clients. In addition, state and local government and Corporate Banking deposits experienced significant growth.

Noninterest income increased 7 percent during the six months ended June 30, 2010, compared to the same period of 2009, primarily due to higher amortized fees on standby letters of credit, gain on private capital investments and gain on sale on leases, partially offset by lower trading income. Noninterest expense increased 19 percent during the six months ended 2010 compared to the same period of 2009 primarily due to increased staff costs and FDIC insurance assessment cost.Corporate Banking initiatives continue to include expanding commercial and loan relationship strategies that include originating, underwriting and syndicating loans in core competency markets, such as the California middle market, corporate banking, commercial real estate, institutional trusts, energy, equipment leasing and commercial finance. Corporate Deposits and Global

Treasury Management Division provides a full range of depository and treasury management products and solutions.

Our net loss decreased by $220.6 million in the six months ended June 30, 2010, compared to the same period in 2009, primarily due to lower loan loss provision and noninterest expense, and higher noninterest income; partially offset by lower net interest income.

The financial results for the six months ended June 30, 2010 were impacted by the following factors:

The financial results for the six months ended June 30, 2009 were impacted by the following factors:

A discussion of our market risk exposure is incorporated by reference to Part I, Item 2 of this Form 10-Q under the caption "Quantitative and Qualitative Disclosures About Market Risk" and to Part II, Item 1A of this Form 10-Q under the caption "Risk Factors."

Our Chief Executive Officer (principal executive officer) and Chief Financial Officer (principal financial officer) have concluded that the design and operation of our disclosure controls and procedures are effective as of June 30, 2010. This conclusion is based on an evaluation conducted under the supervision and with the participation of management. Disclosure controls and procedures are those controls and procedures which ensure that information required to be disclosed in this filing is accumulated and communicated to management and is recorded, processed, summarized and reported in a timely manner and in accordance with Securities and Exchange Commission rules and regulations.

During the quarter ended June 30, 2010, there were no changes in our internal controls over financial reporting that materially affected, or are reasonably likely to materially affect, our internal controls over financial reporting.

We are subject to various pending and threatened legal actions that arise in the normal course of business. We maintain reserves for losses from legal actions that are both probable and estimable. In addition, we believe the disposition of all claims currently pending will not have a material adverse effect on our consolidated financial condition, operating results or liquidity.

For a discussion of risk factors relating to our business, please refer to Item 1A of Part I of our 2009 Form 10-K, which is incorporated by reference herein, in addition to the following information.

U.S. and global economies have experienced a serious recession, unprecedented volatility in the financial markets, and significant deterioration in sectors of the U.S. consumer and business economy, all of which continue to present challenges for the banking and financial services industry and for UnionBanCal Corporation; the U.S. Government has responded to these circumstances with a variety of measures; there can be no assurance that these measures will successfully address these circumstances.

Over the past three years, adverse financial and economic developments have impacted the U.S. and global economies and financial markets and present challenges for the banking and financial services industry and for UnionBanCal Corporation. These developments include a general recession both globally and in the U.S. and have contributed to substantial volatility in the financial markets.

In response, various significant economic and monetary stimulus measures were enacted by the U.S. Congress. Refer to "Supervision and Regulation" in Item 1 of our 2009 Form 10-K for discussion of these measures.

It cannot be predicted whether the U.S. Governmental actions in the past two years will result in lasting improvement in financial and economic conditions affecting the U.S. banking industry and the U.S. economy. It also cannot be predicted whether and to what extent the efforts of the U.S. Government to combat the recessionary conditions will continue. If, notwithstanding the government's fiscal and monetary measures, the U.S. economy were to remain in a recessionary condition for an extended period, this would present additional significant challenges for the U.S. banking and financial services industry and for our company. In addition, as a wholly-owned subsidiary of a foreign bank, we have not been eligible to participate in some federal programs such as the Department of Treasury's Capital Purchase Program and may not qualify for participation in future federal programs.

Recently, certain sovereign borrowers have encountered difficulties in financing renewals of their indebtedness. If this trend continues or worsens, it could have adverse impacts on costs in the global debt markets which could increase funding costs for banks generally. Further, European regulators have recently announced findings from capital stress tests on many European banks. The confidence in the transparency and robustness in these stress tests remains unclear. These combined factors, if continuing to worsen, could further increase the uncertainty in global markets.

Dramatic declines in the housing market in the U.S. in general, and in California in particular, during 2008 and continuing in 2009 and 2010, with falling or sluggish home prices and increasing foreclosures, unemployment and under-employment, have negatively impacted the credit performance of mortgage loans and resulted in significant write-downs of asset values by financial institutions, including government-sponsored entities as well as commercial and investment banks. These write-downs, initially of mortgage-

backed securities but spreading to credit default swaps and other derivative and cash securities and, eventually, residential, commercial real estate loans and small business and other commercial loans, in turn, have caused many financial institutions to seek additional capital, to merge with larger and stronger institutions and, in some cases, to fail. These adverse economic conditions have led to an increased level of commercial and consumer delinquencies, reduced consumer confidence, increased market volatility and widespread reduction of business activity generally. The resulting economic pressure on consumers and lack of confidence in the financial markets adversely affected our business, financial condition and results of operations in 2009. In addition, turbulent political and economic conditions in foreign countries have negatively impacted the U.S. financial markets and economy in general. A worsening of these conditions would likely exacerbate the adverse effects of these difficult market conditions on us and others in the financial institutions industry. In particular, we may face the following risks in connection with these events:

The effects of changes of or increases in, or supervisory enforcement of, banking or other laws and regulations or governmental fiscal or monetary policies 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 the Deposit Insurance Fund and not for the benefit of investors in our securities. In the past, our business has been materially affected by these regulations. This will continue and likely intensify in the future. Laws, regulations or policies, including accounting standards and interpretations, 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 changes in laws, regulations, policies or interpretations or regulatory approaches to compliance and enforcement, as well as by supervisory action or criminal proceedings taken as a result of noncompliance which could result in the imposition of significant civil money penalties or fines. Changes in laws and regulations may also increase our expenses by imposing additional fees or taxes or restrictions on our

operations. Compliance with laws and regulations, especially new laws and regulations, increases our expenses and diverts management attention from our business operations.

On July 21, 2010, President Obama signed into law the Dodd-Frank Act. This new legislation will affect U.S. financial institutions, including Union Bank, in many ways, some of which will likely increase the cost of doing business and present other challenges to the financial services industry. Many of the new law's provisions will be implemented by rules and regulations of the federal banking agencies over the coming months, the scope and impact of which cannot yet be determined. The new law contains many provisions which may have particular relevance to the business of Union Bank. While the effect of these provisions of the Dodd-Frank Act on Union Bank cannot be predicted at this time, they may result in increased FDIC deposit insurance premiums, increased capital and liquidity requirements, increased regulatory and compliance costs and other operational costs and expenses, reduced fee-based revenues and restrictions on some aspects of our operations, which may be material.

International laws, regulations and policies affecting us, our subsidiaries and the business we conduct may change at any time and affect our business opportunities and competitiveness in these jurisdictions. Due to our ownership by BTMU, laws, regulations, policies, fines and other supervisory actions adopted or enforced by the Government of Japan and the Federal Reserve Board may adversely affect our activities and investments and those of our subsidiaries in the future.

We maintain systems and procedures designed to comply with applicable laws and regulations. However, some legal/regulatory frameworks provide for the imposition of criminal or civil penalties (which can be substantial) for noncompliance. In some cases, liability may attach even if the noncompliance was inadvertent or unintentional and even if compliance systems and procedures were in place at the time. There may be other negative consequences from a finding of noncompliance, including restrictions on certain activities and damage to our reputation.

Additionally, our business is affected significantly by the fiscal and monetary policies of the U.S. federal government and its agencies. We are particularly affected by the policies of the Federal Reserve Board, which regulates the supply of money and credit in the U.S. Under long-standing policy of the Federal Reserve Board, a bank holding company is expected to act as a source of financial and managerial 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. Among the instruments of monetary policy available to the Federal Reserve Board are (a) conducting open market operations in U.S. Government securities, (b) changing the discount rates on borrowings by depository institutions and the federal funds rate, and (c) imposing or changing reserve requirements against certain borrowings by banks and their affiliates. These methods are used in varying degrees and combinations to directly affect the availability of bank loans and deposits, as well as the interest rates charged on loans and paid on deposits. The policies of the Federal Reserve Board may have a material effect on our business, prospects, results of operations and financial condition.

Refer to "Supervision and Regulation" in Item 1 of our 2009 Form 10-K for discussion of certain recently enacted and proposed laws and regulations that may affect our business.

Our deposit customers may pursue alternatives to bank deposits or seek higher yielding deposits, which may increase our funding costs and adversely affect our liquidity position

Checking and savings account balances and other forms of deposits can decrease when our deposit customers perceive alternative investments, such as the stock market, other non-depository investments or higher yielding deposits, as providing superior expected returns. Technology and other changes have made it more convenient for bank customers to transfer funds into alternative investments or other deposit accounts, including products offered by other financial institutions or non-bank service providers. Future increases in short-term interest rates could increase such transfers of deposits to higher yielding deposits or other investments either with us or with external providers. In addition, our level of deposits may be affected by lack

of consumer confidence in financial institutions, which have caused fewer depositors to be willing to maintain deposits that are not fully insured by the FDIC. Depositors may withdraw certain deposits from Union Bank and place them in other institutions or invest uninsured funds in investments perceived as being more secure, such as securities issued by the U.S. Treasury. These consumer preferences may force us to pay higher interest rates or reduce fees to retain certain deposits and may constrain liquidity as we seek to meet funding needs caused by reduced deposit levels.

In addition, we have benefited from a "flight to quality" by consumers and businesses seeking the relative safety of bank deposits over the past two years. As interest rates rise from historically low levels during the current period, our newly acquired deposits may not be as stable or as interest rate insensitive as similar deposits may have been in the past, and as a recovery in the economy ensues, some existing or prospective deposit customers of banks generally, including Union Bank, may be inclined to pursue other investment alternatives.

Efforts and initiatives we undertake to retain and increase deposits, including deposit pricing, can increase our costs. When bank customers move money out of bank deposits in favor of alternative investments or into higher yielding deposits, we can lose a relatively inexpensive source of funds, increasing our funding cost.

Banking is a highly competitive business. We compete actively for loan, deposit, and other financial services business in California, Oregon and Washington, as well as nationally and internationally. Our competitors include a large number of state and national banks, thrift institutions, credit unions and major foreign-affiliated or foreign banks, as well as many financial and nonfinancial firms that offer services similar to those offered by us, including many large securities firms. Some of our competitors are community or regional banks that have strong local market positions. Other competitors include large financial institutions that have substantial capital, technology and marketing resources that are well in excess of ours. Competition in our industry may further intensify as a result of the recent and increasing level of consolidation of financial services companies, including in our principal markets resulting from adverse economic and market conditions. 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. Competition in our principal markets may further intensify as a result of the Dodd-Frank Act, which, among other things, permits de novo branching into California by national banks, state banks and foreign banks from other states. We also experience competition, especially for deposits, from internet-based banking institutions, which have grown rapidly in recent years.

Adverse economic factors affecting certain industries we serve could adversely affect our business

We are subject to certain industry-specific economic factors. For example, a significant portion of our total loan portfolio is related to residential real estate, especially in California. Increases in residential mortgage loan interest rates could have an adverse effect on our operations by depressing new mortgage loan originations, and could negatively impact our title and escrow deposit levels. Additionally, a continued or further downturn in the residential real estate and housing industries in California could have an adverse effect on our operations and the quality of our real estate loan portfolio. These factors could adversely impact the quality of our residential construction and residential mortgage portfolios in various ways, including by decreasing the value of the collateral for our mortgage loans. These factors could also negatively affect the economy in general and thereby our overall loan portfolio.

We provide financing to businesses in a number of other industries that may be particularly vulnerable to industry-specific economic factors and are impacting the performance of our commercial real estate and commercial and industrial portfolios. The commercial real estate industry in the U.S., and in California in particular, has been increasingly adversely impacted by the recessionary environment and lack of liquidity in

the financial markets. The home building and mortgage industry in California has been especially adversely impacted by the deterioration in residential real estate markets. Poor economic conditions and financial access for commercial real estate developers and homebuilders could continue to adversely affect property values, resulting in higher nonperforming assets and charge offs in this sector. Our commercial and industrial portfolio, and the communications and media industry, the retail industry, the energy industry and the technology industry in particular, are also being impacted by recessionary market conditions. Continued volatility in fuel prices and energy costs could adversely affect businesses in several of these industries. Conditions and credit markets remain uncertain and are expected to continue producing elevated charge-offs. Industry-specific risks are beyond our control and could adversely affect our portfolio of loans, potentially resulting in an increase in nonperforming loans or charge offs and a slowing of growth or reduction in our loan portfolio.

The government of the State of California currently faces economic and fiscal challenges, the long-term impact of which on the State's economy cannot be predicted with any certainty. A substantial majority of our assets, deposits and fee income 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. Economic conditions in California are subject to various uncertainties at this time, including significant deterioration in the residential real estate sector and the California state government's budgetary and fiscal difficulties. Governor Schwarzenegger declared a fiscal emergency on January 8, 2010, calling the State legislature into special session to begin taking action on the State's $19.1 billion reported deficit. The State of California began its fiscal year on July 1, 2010 with the State legislature having failed to pass a budget to address the deficit. If an agreement is not reached soon, the State's financial situation would likely worsen, the State's credit ratings could further deteriorate and it may have to issue IOUs, halt infrastructure projects and reduce state worker pay, among other measures.

The revised budget plan proposed by Governor Schwarzenegger for the 2010-2011 fiscal year includes $12.4 billion in spending cuts to services and program eliminations, including to healthcare and social services programs. All three of the proposed budget plans before the State legislature assume that California will receive $3.4 billion in federal assistance. However, there have been no assurances from the federal government that such funds will be furnished to California. If such funds are not awarded, California may be forced to further cut state services or raise taxes or fees.

If the California state government's budgetary and fiscal difficulties continue or economic conditions in California decline further, we expect that our level of problem assets could increase and our prospects for growth could be impaired.

Risks associated with potential acquisitions or divestitures or restructurings may adversely affect us

We have in the past, and may in the future, seek to expand our business by acquiring other businesses which we believe will enhance our business, including our FDIC-assisted acquisitions of certain assets and liabilities of Frontier Bank and Tamalpais Bank. We cannot predict the frequency, size or timing of our acquisitions, as this will depend on the availability of prospective target opportunities at valuation levels we find attractive and the competition for such opportunities from other parties. There can be no assurance that our acquisitions will have the anticipated positive results, including results related to: the total cost of integration; the time required to complete the integration; the amount of longer-term cost savings; continued growth; or the overall performance of the acquired company or combined entity. We also may encounter difficulties in obtaining required regulatory approvals and unexpected contingent liabilities can arise from the businesses we acquire. Our purchase and assumption and loss share agreements with the FDIC relating to our Frontier Bank and Tamalpais Bank transactions have specific and detailed compliance, servicing, notification and reporting requirements. Any failure to comply with the requirements of the loss share agreements, or to properly service the loans and OREO covered by any loss share arrangement, may cause individual loans or

loan pools to lose their eligibility for loss share payments from the FDIC, potentially resulting in material losses that are currently not anticipated.

Integration of an acquired business can be complex and costly. If we are not able to integrate successfully past or future acquisitions, there is a risk that results of operations could be adversely affected. We may not be successful in completing any acquisition or investment as this will depend on the availability of prospective target opportunities at valuation levels we find attractive and the competition for such opportunities from other parties.

In addition, we continue to evaluate the performance of all of our businesses and may sell or restructure a business. Any divestitures or restructurings may result in significant write-offs, including those related to goodwill and other intangible assets, which could have a material adverse effect on our business, results of operations and financial condition and may involve additional risks including difficulties in obtaining any required regulatory approvals, the diversion of management's attention from other business concerns, the disruption of our business and the potential loss of key employees.

We may not be successful in addressing these or any other significant risks encountered in connection with any acquisition, divestiture or restructuring we might make.

Our business could suffer if we fail to attract, retain and successfully integrate skilled personnel

Our success depends, in large part, on our ability to attract and retain key personnel, including executives. Any of our current employees, including our senior management, may terminate their employment with us at any time. Competition for qualified personnel in our industry can be intense. We may not be successful in attracting and retaining sufficient qualified personnel. We may also incur increased expenses and be required to divert the attention of other senior executives to recruit replacements for the loss of any key personnel.

In the past few years, we have experienced significant turnover among members of management, primarily due to retirement. We must successfully integrate any new management personnel that we bring into the organization in order to achieve our operating objectives as new management becomes familiar with our business.

In 2010, the federal banking agencies jointly adopted new guidance relating to incentive compensation policies at insured depository institutions. In general, the new guidance is principles-based and requires insured depository institutions to seek to assure that their incentive compensation policies do not encourage undue risk-taking by management officials and other employees. Over time, these guidelines could have the effect of making it more difficult for banks to attract and retain skilled personnel.

The challenging operating environment and current operational initiatives may strain our available resources

There are an increasing number of matters in addition to our core operations which require our attention and resources. These matters include implementation of our integrated banking platform, adoption of the Basel II capital guidelines, various strategic initiatives, integration of the operations of our recent FDIC-assisted acquisitions, a disruptive economic environment, a challenging regulatory environment, including the possible effects of the Dodd-Frank Act and regulations adopted thereunder, and integration of new employees, including key members of management. Our ability to execute our core operations and to implement other important initiatives may be adversely affected if our resources are insufficient or if we are unable to allocate available resources effectively.

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.

			June 30, 2009						December 31, 2009						June 30, 2010

(Dollars in thousands)			Fair Value			Percentage of Total			Fair Value			Percentage of Total			Fair Value			Percentage of Total
Financial instruments recorded at fair value on a recurring basis
Assets:
	Level 1		$	923,742			11	%	$	12,696,149			55	%	$	12,654,395			55	%
	Level 2			7,585,551			90			10,746,219			46			10,314,109			45
	Level 3			6,308			—			6,878			—			8,643			—
	Netting Adjustment(1)			(117,153	)		(1	)		(135,885	)		(1	)		(58,933	)		—

		Total	$	8,398,448			100	%	$	23,313,361			100	%	$	22,918,214			100	%

	As a percentage of total Company assets						11	%					27	%					27	%

Liabilities:
	Level 1		$	50,592			7	%	$	9,901			2	%	$	60,196			7	%
	Level 2			757,265			110			643,115			119			831,628			97
	Level 3			—			—			—			—			41,697			5
	Netting Adjustment(1)			(117,153	)		(17	)		(111,885	)		(21	)		(76,542	)		(9	)

		Total	$	690,704			100	%	$	541,131			100	%	$	856,979			100	%

	As a percentage of total Company liabilities						1	%					1	%					1	%

(Dollars in millions)	June 30, 2009			December 31, 2009			June 30, 2010

+200 basis points	$	27.6		$	0.9		$	105.0
as a percentage of base case NII		1.11	%		0.03	%		4.15	%
-100 basis points		N/A		$	(44.7	)	$	(65.3	)
as a percentage of base case NII		N/A			(1.65	)%		(2.58	)%

(Dollars in thousands)		June 30, 2009		December 31, 2009		June 30, 2010		Increase (Decrease) From December 31, 2009 to June 30, 2010

Total gross notional amount of positions held for purposes other than trading:		$	6,250,000	$	8,800,000	$	4,000,000	$	(4,800,000	)
	of which, interest rate swaps pay fixed rates of interest		—		—		—		—

Fair value of positions held for purposes other than trading:
	Gross positive fair value	$	139,765	$	97,186	$	14,632	$	(82,554	)
	Gross negative fair value		—		12,164		—		(12,164	)

	Positive (negative) fair value of positions, net	$	139,765	$	85,022	$	14,632	$	(70,390	)

(Dollars in thousands)		June 30, 2009		December 31, 2009		June 30, 2010		Increase (Decrease) From December 31, 2009 to June 30, 2010

Total gross notional amount of positions held for trading purposes:
	Interest rate	$	24,859,280	$	25,226,564	$	27,359,745	$	2,133,181
	Foreign exchange⁽¹⁾		2,406,591		2,407,178		3,282,695		875,517
	Equity		148,234		254,372		702,274		447,902
	Energy		3,501,515		3,405,389		3,644,782		239,393

	Total	$	30,915,620	$	31,293,503	$	34,989,496	$	3,695,993

Fair value of positions held for trading purposes:
	Gross positive fair value	$	801,905	$	649,300	$	886,028	$	236,728
	Gross negative fair value		761,488		632,426		833,080		200,654

	Positive fair value of positions, net	$	40,417	$	16,874	$	52,948	$	36,074

		Union Bank, N.A.	UnionBanCal Corporation

Standard & Poor's	Long-term	A+	A
	Short-term	A-1	A-1
Moody's	Long-term	A2	—
	Short-term	P-1	—
Fitch	Long-term	A	A
	Short-term	F1	F1
DBRS	Long-term	A (high)	A
	Short-term	R-1 (middle)	R-1 (low)

(Dollars in thousands)	June 30, 2009		December 31, 2009		June 30, 2010

Capital Components
Tier 1 capital	$	5,409,445	$	7,484,516	$	7,681,746
Tier 2 capital		1,780,922		1,718,807		1,733,160

Total risk-based capital	$	7,190,367	$	9,203,323	$	9,414,906

Risk-weighted assets	$	62,312,964	$	63,298,173	$	64,301,375

Quarterly average assets	$	68,585,363	$	79,226,967	$	83,254,866

Capital Ratios	Amount				Amount				Amount				Amount

Total capital (to risk-weighted assets)	$	7,190,367	11.54	%	$	9,203,323	14.54	%	$	9,414,906	14.64	%	³$	5,144,110	8.0	%
Tier 1 capital (to risk-weighted assets)		5,409,445	8.68			7,484,516	11.82			7,681,746	11.95			³ 2,572,055	4.0
Leverage(1)		5,409,445	7.89			7,484,516	9.45			7,681,746	9.23			³ 3,330,195	4.0

(Dollars in thousands)	June 30, 2009		December 31, 2009		June 30, 2010

Capital Components
Tier 1 capital	$	5,189,386	$	7,207,264	$	7,015,636
Tier 2 capital		1,460,298		1,478,697		1,488,379

Total risk-based capital	$	6,649,684	$	8,685,961	$	8,504,015

Risk-weighted assets	$	62,228,803	$	63,272,931	$	63,897,301

Quarterly average assets	$	68,782,111	$	79,609,326	$	82,826,588

Capital Ratios	Amount				Amount				Amount				Amount				Amount

Total capital (to risk-weighted assets)	$	6,649,684	10.69	%	$	8,685,961	13.73	%	$	8,504,015	13.31	%	³$	5,111,784	8.0	%	³$	6,389,730	10.0	%
Tier 1 capital (to risk-weighted assets)		5,189,386	8.34			7,207,264	11.39			7,015,636	10.98			³ 2,555,892	4.0			³ 3,833,838	6.0
Leverage(1)		5,189,386	7.54			7,207,264	9.05			7,015,636	8.47			³ 3,313,064	4.0			³ 4,141,329	5.0

		Retail Banking												Corporate Banking

		As of and for the Three Months Ended June 30,						Increase/(decrease)						As of and for the Three Months Ended June 30,						Increase/(decrease)
		2009			2010			Amount			Percent			2009			2010			Amount			Percent
Results of operations—Market View (dollars in thousands):
	Net interest income (expense)	$	204,921		$	261,307		$	56,386			28	%	$	323,341		$	387,326		$	63,985			20	%
	Noninterest income (expense)		71,856			74,118			2,262			3			131,438			144,793			13,355			10

	Total revenue		276,777			335,425			58,648			21			454,779			532,119			77,340			17
	Noninterest expense (income)		197,811			230,480			32,669			17			196,570			247,083			50,513			26
	Credit expense (income)		6,873			6,718			(155	)		(2	)		86,426			74,112			(12,314	)		(14	)

	Income (loss) before income taxes and including noncontrolling interests		72,093			98,227			26,134			36			171,783			210,924			39,141			23
	Income tax expense (benefit)		28,188			38,407			10,219			36			45,965			58,789			12,824			28

	Net income (loss) including noncontrolling interests		43,905			59,820			15,915			36			125,818			152,135			26,317			21
	Less: Net loss from noncontrolling interests(2)		—			—			—			na			—			—			—			na

	Net income (loss) attributable to UNBC	$	43,905		$	59,820		$	15,915			36	%	$	125,818		$	152,135		$	26,317			21	%

Average balances—Market View (dollars in millions):
	Total loans	$	21,029		$	21,843		$	814			4		$	30,448		$	26,618		$	(3,830	)		(13	)
	Total assets		21,831			22,739			908			4			34,324			30,255			(4,069	)		(12	)
	Total deposits		19,446			22,928			3,482			18			34,048			43,410			9,362			27
Financial ratios—Market View
	Risk adjusted return on capital(1)		33	%		44	%								15	%		19	%
	Return on average assets(1)		0.81			1.06									1.47			2.02
	Efficiency ratio(3)		71.33			68.68									40.80			43.77

No.			Description

	2.1		Purchase and Assumption Agreement by and among the Federal Deposit Insurance Corporation as Receiver of Frontier Bank, the Federal Deposit Insurance Corporation and Union Bank, N.A., dated as of April 30, 2010⁽¹⁾
	31.1		Certification of the Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽²⁾
	31.2		Certification of the Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002⁽²⁾
	32.1		Certification of the Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽²⁾
	32.2		Certification of the Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002⁽²⁾


	UNIONBANCAL CORPORATION (Registrant)
Date: August 12, 2010	By:	/s/ MASASHI OKA Masashi Oka President and Chief Executive Officer (Principal Executive Officer)
Date: August 12, 2010	By:	/s/ JOHN F. WOODS John F. Woods Vice Chairman and Chief Financial Officer (Principal Financial Officer)
Date: August 12, 2010	By:	/s/ DAVID A. ANDERSON David A. Anderson Executive Vice President and Controller (Chief Accounting Officer)

MUFG Americas Holdings Corp - FORM 10-Q - August 12, 2010

Attached files

MUFG Americas Holdings Corp Reports