UnionBanCal Reports 13% Increase in Fourth Quarter Operating EPS And 1

    Business Editors

    SAN FRANCISCO--(BUSINESS WIRE)--Jan. 20, 2005--UnionBanCal Corporation (NYSE:UB) today reported fourth quarter 2004 net income of $180.5 million, or $1.19 per diluted common share. Net income increased 18.9 percent and earnings per diluted common share increased 16.7 percent over the $151.8 million, or $1.02 per diluted common share, earned in the fourth quarter of 2003.
    Operating earnings for fourth quarter 2004 were $180.5 million, or $1.19 per diluted common share, representing increases of 15.3 percent, and 13.3 percent, respectively, over fourth quarter 2003 results.
    For full year 2004, net income was $732.5 million, or $4.87 per diluted common share, compared with $587.1 million, or $3.90 per diluted common share, in 2003. Operating earnings for 2004 were $677.9 million, up $91.7 million, or 15.6 percent. Operating earnings per diluted common share were $4.51, up 15.9 percent from prior year.
    "I am pleased with our fourth quarter financial performance," stated Norimichi Kanari, President and Chief Executive Officer. "Our fundamentals were solid, with healthy organic growth in both deposits and loans. Total revenue for fourth quarter increased 12 percent compared with last year, with noninterest income up over 13 percent. We also saw further improvements in asset quality and realized net recoveries for the quarter.
    "Full year 2004 results were strong, as well. Average total deposits were up over 13 percent from 2003, with average noninterest bearing deposits growing 17 percent. At year end, noninterest bearing deposits accounted for almost half of total deposits. Our annualized average all-in cost of funds was very low throughout the year, and was just 0.60 percent in the fourth quarter. Operating revenue for the year was $2.5 billion, an increase of 8 percent compared with 2003, driven by a healthy 13 percent increase in noninterest income. A substantial improvement in overall asset quality and the improved mix of our loan portfolio resulted in a $110 million reduction in the provision for credit losses.
    "During the year, we also improved our strategic positioning with the completion of two bank acquisitions, a retirement plan services acquisition and the sale of our merchant card portfolio. Our strong capital generation supported a 16 percent increase in the dividend in April and the repurchase of 3.6 million shares. We returned $416 million, or 57 percent of 2004 earnings, to our shareholders in the form of dividends and repurchases. Strong earnings and active capital management resulted in a substantial improvement in return on average stockholders' equity. For the year, operating ROE grew 144 basis points over 2003, to 16.74 percent."

    Fourth Quarter Total Revenue

    For fourth quarter 2004, total revenue (taxable-equivalent net interest income plus noninterest income) was $665 million, an increase of $69 million, or 11.6 percent, compared with fourth quarter 2003. Net interest income increased 10.7 percent, and noninterest income increased 13.4 percent. Compared with third quarter 2004, total revenue increased $36 million, or 5.7 percent, with net interest income increasing 5.1 percent, and noninterest income increasing 7.0 percent.

    Fourth Quarter Net Interest Income (Taxable-equivalent)

    Net interest income was $434 million in fourth quarter 2004, up $42 million, or 10.7 percent, from the same quarter a year ago. Strong growth in both earning assets and deposits was partially offset by the effects of a flatter yield curve and lower hedge income, reflecting planned runoff in the hedge portfolio. Average earning assets increased $5.3 billion, or 14.0 percent, primarily due to a $3.6 billion, or 13.8 percent, increase in average loans and a $1.7 billion, or 16.2 percent, increase in average securities. Average residential mortgages increased $1.9 billion, or 25.9 percent; average commercial mortgages increased $827 million, or 19.3 percent, primarily due to the Jackson Federal acquisition, which closed October 28, 2004; and average commercial loans increased $505 million, or 5.5 percent.
    Average noninterest bearing deposits increased $2.7 billion, or 16.9 percent, including a $331 million increase in title and escrow deposits. Average noninterest bearing deposits represented 47.9 percent of total deposits, up from 46.2 percent in the same quarter a year ago. The annualized average all-in cost of funds was 0.60 percent, reflecting the Company's high deposit to loan ratio of 133.2 percent and the high proportion of noninterest bearing deposits to total deposits.
    The average yield on earning assets of $43.0 billion was 4.62 percent, unchanged year-over-year, as a slight increase in the average loan yield was offset by a 26 basis point decrease in the average yield on taxable securities. The earning asset yield was also influenced by a mix change, as year-over-year asset growth was highest in lower yielding categories, including residential loans and securities. The average rate on interest bearing liabilities of $23.1 billion was 1.10 percent, up 24 basis points, reflecting higher short-term interest rates compared with fourth quarter 2003. The net interest margin in fourth quarter 2004 was 4.03 percent, compared with 4.14 percent in fourth quarter 2003.
    On a sequential quarter basis, net interest income increased $21 million, or 5.1 percent. Volume gains in earning assets and a favorable shift in the mix of earning assets were partially offset by lower hedge income. Average earning assets increased $1.5 billion, or 3.7 percent, primarily due to an increase in average loans of $1.6 billion, or 5.7 percent. Average commercial mortgages increased $806 million, or 18.7 percent, primarily due to the Jackson Federal acquisition. Average residential mortgages increased $624 million, or 7.3 percent, and average commercial loans increased $275 million, or 2.9 percent. Average noninterest bearing deposits increased $781 million, or 4.3 percent. The net interest margin improved 5 basis points to 4.03 percent.

    Fourth Quarter Noninterest Income

    In fourth quarter 2004, noninterest income was $231 million, up $27 million, or 13.4 percent, from the same quarter a year ago. Noninterest income represented 34.8 percent of total revenue in the quarter, up from 34.2 percent during the same period last year. Service charges on deposit accounts increased $4.1 million, or 5.2 percent, primarily due to higher overdraft and ATM transaction fees, and higher deposit volumes. Trust and investment management fees increased $6.3 million, or 17.9 percent, primarily due to the August 1, 2004, acquisition of TruSource (formerly CNA Trust), and an increase in trust assets. Card processing fees, net, decreased $2.9 million, primarily due to the June 1, 2004, sale of the Company's merchant card portfolio. Net loss on the sale of securities was $13.7 million, compared with a net gain of $2.3 million the prior year. Other noninterest income included $18.5 million in net gains on private equity investments, compared with $0.2 million in net losses the prior year.
    Compared with the prior quarter, fourth quarter 2004 noninterest income increased $15.2 million, or 7.0 percent. Service charges on deposit accounts decreased $4.1 million, or 4.7 percent, primarily due to lower account analysis fees, stemming from an increase in the earnings credit rate on deposit balances. Trust and investment management fees increased $2.3 million, or 5.9 percent, primarily due to the acquisition of TruSource (formerly CNA Trust).

    Fourth Quarter Noninterest Expense

    Noninterest expense on an operating basis for fourth quarter 2004 was $402 million, an increase of $44 million, or 12.3 percent, over fourth quarter 2003. Salaries and employee benefits expense increased $17.3 million, or 8.4 percent, primarily due to higher employee count associated with acquisitions and de novo branch openings, annual merit increases, and higher pension and other post-retirement expense. Professional services expense increased $5.8 million, or 55.9 percent, partially due to higher compliance related expense. Intangible asset amortization expense was $5.7 million, an increase of $2.6 million compared with prior year, due to recent acquisitions. Other noninterest expense increased $9.8 million, or 15.2 percent, primarily due to vendor billings related to title and escrow balances.
    Compared with third quarter 2004, noninterest expense increased $29.9 million, or 8.0 percent, partially due to higher employee count associated with acquisitions. Other noninterest expense increased $12.5 million, or 18.5 percent, primarily due to increased litigation reserves and vendor billings related to title and escrow balances.

    Income Tax Expense

    The effective tax rate for fourth quarter 2004 was 33.6 percent, compared with an effective tax rate on an operating basis of 34.0 percent for fourth quarter 2003. Fourth quarter 2004 income tax expense included a credit of $6.0 million to reflect a reduction in the estimate of California tax expense for the year.
    The effective tax rate on an operating basis for full year 2004 was 35.1 percent, compared with 33.6 percent for the full year 2003. The increase in the effective tax rate in 2004 reflects higher California state taxes in 2004 as compared to 2003, primarily as a result of increased profits reported by the Mitsubishi Tokyo Financial Group (MTFG) for its most recent fiscal reporting period, as well as estimates of MTFG's income for its fiscal year ending March 31, 2005.

    Full Year 2004 Results

    For full year 2004, net income was $733 million, or $4.87 per diluted common share, compared with $587 million, or $3.90 per diluted common share, for 2003.
    Operating earnings for 2004 were $678 million, or $4.51 per diluted common share, compared with $586 million, or $3.89 per diluted common share, in 2003. Items excluded from operating earnings are presented in Exhibit 6.
    Total revenue on an operating basis was $2.5 billion in 2004, an increase of $180 million, or 7.6 percent, compared with 2003. Net interest income increased 4.9 percent, and noninterest income on an operating basis increased 13.1 percent.
    Net interest income was $1.6 billion in 2004, a $77 million, or 4.9 percent, increase from prior year. Solid growth in earning assets and noninterest bearing demand deposits was partially offset by lower yields on earning assets and planned reductions in hedge income. Average earning assets increased $4.3 billion, or 11.7 percent, primarily due to a $3.0 billion, or 34.5 percent, increase in average securities and a $1.3 billion, or 4.9 percent, increase in average loans. Average residential mortgages increased $1.3 billion, or 18.7 percent, average commercial mortgages increased $314 million, or 7.4 percent, and average commercial loans decreased $532 million, or 5.4 percent.
    Average noninterest bearing deposits increased $2.6 billion, or 17.1 percent. Average noninterest bearing deposits represented 47.7 percent of total deposits, up from 46.1 percent a year ago.
    The average yield on earning assets of $40.9 billion was 4.52 percent, down 32 basis points from 2003, primarily due to lower yields on commercial loans, residential loans, and investment securities. The average rate on interest bearing liabilities of $22.1 billion was 0.91 percent, down 8 basis points from 2003. The net interest margin for full year 2004 was 4.03 percent, compared with 4.29 percent in 2003.
    Noninterest income on an operating basis in 2004 was $888 million, an increase of $103 million, or 13.1 percent, over 2003. Service charges on deposit accounts increased $31 million, or 9.9 percent, primarily due to higher overdraft and ATM transaction fees, and higher deposit volumes. Trust and investment management fees increased $17 million, or 12.3 percent, primarily due to higher trust assets and the August 1, 2004, acquisition of TruSource (formerly CNA Trust). Insurance commissions increased $15 million, or 24.3 percent, primarily due to recent acquisitions and organic growth.
    For full year 2004, noninterest expense on an operating basis increased $128 million, or 9.2 percent, over 2003. Salaries and employee benefits expense increased $69 million, or 8.5 percent, primarily due to higher employee count associated with recent acquisitions and de novo branch openings, merit increases and higher pension expense. Intangible asset amortization expense was $19 million, an increase of $8 million compared with prior year, due to recent acquisitions.

    Credit Quality

    Nonperforming assets at December 31, 2004, were $162 million, or 0.34 percent of total assets. This compares with $191 million, or 0.41 percent of total assets at September 30, 2004, and $287 million, or 0.68 percent of total assets, at December 31, 2003. Nonperforming assets declined 43.4 percent during 2004.
    In fourth quarter 2004, the provision for credit losses was negative $10 million, reflecting continued improvement in the quality of the loan portfolio and $4 million in net recoveries. In third quarter 2004, the provision for credit losses was negative $10 million, and in fourth quarter 2003, the provision was zero. Net loan recoveries in fourth quarter 2004 were $4 million, compared with net charge-offs of $8 million in third quarter 2004, and net charge-offs of $18 million in fourth quarter 2003. For full year 2004, net charge-offs were $27 million, an 83 percent decrease, compared with $162 million in net charge-offs in 2003.
    At December 31, 2004, the allowance for credit losses as a percent of total loans and as a percent of nonaccrual loans was 1.59 percent and 315.7 percent, respectively. These ratios were 1.69 percent and 268.0 percent, respectively, at September 30, 2004, and 2.05 percent and 189.5 percent, respectively, at December 31, 2003.

    Balance Sheet and Capital Ratios

    At December 31, 2004, the Company had total assets of $48.1 billion. Total loans were $30.7 billion and total deposits were $40.2 billion, resulting in a period-end deposit-to-loan ratio of 130.8 percent. At year end, total stockholders' equity was $4.3 billion, the tangible equity ratio was 7.89 percent, and the ratio of tangible common equity to risk-weighted assets was 9.55 percent. Book value per share at December 31, 2004, was $28.93, up 12.7 percent from a year earlier. The Company's Tier I and total risk based capital ratios at year end were 9.65 percent and 12.11 percent, respectively.

    Stock Repurchases

    During fourth quarter 2004, the Company repurchased 1,466,000 shares of common stock at an average price of $62.66 per share. During full year 2004, the Company repurchased 3,589,900 shares of common stock at a cost of $210 million, resulting in an average price per share repurchased of $58.60. At December 31, 2004, the Company had authority from its Board of Directors to repurchase an additional $91 million of common stock.
    Common shares outstanding at December 31, 2004, were 148.4 million, an increase of 2.6 million shares, or 1.8 percent, from one year earlier, primarily reflecting shares issued in acquisitions, net of share repurchases.

    First Quarter and Full Year 2005 Earnings Per Share Guidance

    The Company currently estimates that fully diluted earnings per share will be in the range of $1.07 to $1.12 for first quarter 2005, and $4.57 to $4.77 for full year 2005. These estimates exclude the effect of expensing employee stock options and assume provisions for credit losses of negative $10 million for first quarter 2005, and $10 million for full year 2005.

    Use of Non-GAAP Financial Measures

    This press release contains certain references to operating earnings, and other financial measures identified as being stated on "an operating basis" or qualified by the word "operating", that include adjustments from comparable measures calculated and presented in accordance with accounting principles generally accepted in the United States of America (GAAP). Operating earnings, as used herein, differs from net income reported under GAAP in that operating earnings excludes unusual or non-recurring charges, losses, credits or gains. Similarly, other financial measures that are identified herein as being stated on "an operating basis" or qualified by the word "operating" exclude these unusual or non-recurring charges, losses, credits or gains. This press release identifies the specific items excluded from the comparable GAAP financial measure in the calculation of each non-GAAP financial measure. Because these items and their impact on the Company's performance are difficult to predict, management believes that financial presentations excluding the impact of these items provide useful supplemental information which is important to a proper understanding of the Company's core business results by investors. These presentations should not be viewed as a substitute for results determined in accordance with GAAP, nor are they necessarily comparable to non-GAAP financial measures presented by other companies. For a detailed reconciliation of data presented on an operating basis to GAAP financial measures, please refer to Exhibits 5 and 6 accompanying this press release.

    Forward-Looking Statements

    The following appears in accordance with the Private Securities Litigation Reform Act. This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements can be identified by the fact that they do not relate strictly to historical or current facts. Often, they include the words "believe," "expect," "target," "anticipate," "intend," "plan," "estimate," "potential," "project," or words of similar meaning, or future or conditional verbs such as "will," "would," "should," "could," or "may." They may also consist of annualized amounts based on historical interim period results. Forward-looking statements in this press release include those related to earnings guidance and improving financial results of MTFG.
    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 stock price, financial condition, and results of operations or prospects. Such risks and uncertainties include, but are not limited to, adverse economic and fiscal conditions in California, including the continuing financial difficulties of the California state government; global political and general economic conditions related to the war on terrorism and other hostilities; fluctuations in interest rates; the controlling interest in us of The Bank of Tokyo-Mitsubishi, Ltd., which is a wholly-owned subsidiary of MTFG; competition in the banking and financial services industries; adverse effects of current and future banking laws, rules and regulations; declines or disruptions in the stock or bond markets which may adversely affect us or our borrowers or other customers; changes in accounting practices or requirements; risks associated with various strategies we may pursue, including potential acquisitions, divestitures and restructurings.
    A complete description of the Company, including related risk factors, is discussed in the Company's public filings with the Securities and Exchange Commission, which are available by calling (415) 765-2969 or online at http://www.sec.gov. All forward-looking statements included in this press release are based on information available at the time of the release, and the Company assumes no obligation to update any forward-looking statement.

    Conference Call and Webcast

    The Company will conduct a conference call to review fourth quarter and full year results at 8:30 AM Pacific Time (11:30 AM Eastern Time) on January 21, 2005. Interested parties calling from locations within the United States should call 888-428-4478 (651-291-5254 from outside the United States) 10 minutes prior to the beginning of the conference.
    A live webcast of the call will be available at http://www.uboc.com. Simply follow the links to the Investor Relations section of the website. The webcast replay will be available on the website within 24 hours after the conclusion of the call, and will remain on the website for a period of one year.
    A recorded playback of the conference call will be available by calling 800-475-6701, (320-365-3844 from outside the United States) from approximately 12:00 PM Pacific Time (3:00 PM Eastern Time), January 21, through 11:59 PM Pacific Time, January 28 (2:59 AM Eastern Time, January 29). The reservation number for this playback is 762604.
    Based in San Francisco, UnionBanCal Corporation is a bank holding company with assets of $48.1 billion at December 31, 2004. Its primary subsidiary, Union Bank of California, N.A., had 315 banking offices in California, Oregon and Washington, and 21 international facilities, at December 31, 2004.

Exhibit 1

UnionBanCal Corporation and Subsidiaries Financial Highlights (Unaudited)

On a Reported Earnings Basis: -------------- Percent Change to Dec. 31, 2004 (Dollars in As of and for the Three Months Ended from thousands, ------------------------------------ ----------------- except per Dec. 31, Sept. 30, Dec. 31, Dec. 31, Sept. 30, share data) 2003 2004 2004 2003 2004 ------------- ---------- ---------- ---------- -------- --------- Results of operations: Net interest income (1) $392,057 $413,102 $433,982 10.69% 5.05% Noninterest income 203,841 215,954 231,136 13.39% 7.03% ------------ ------------ ------------ Total revenue 595,898 629,056 665,118 11.62% 5.73% Noninterest expense 365,888 372,391 402,283 9.95% 8.03% (Reversal of) provision for credit losses - (10,000) (10,000) nm 0.00% ------------ ------------ ------------ Income before income taxes (1) 230,010 266,665 272,835 18.62% 2.31% Taxable- equivalent adjustment 637 1,012 1,128 77.08% 11.46% Income tax expense 77,554 102,215 91,195 17.59% (10.78%) ------------ ------------ ------------ Net income $151,819 $163,438 $180,512 18.90% 10.45% ============ ============ ============

Per common share: Net income- basic $1.04 $1.11 $1.22 17.31% 9.91% Net income- diluted 1.02 1.09 1.19 16.67% 9.17% Dividends (2) 0.31 0.36 0.36 16.13% 0.00% Book value (end of period) 25.66 28.04 28.93 12.74% 3.17% Common shares outstanding (end of period) 145,758,156 147,163,392 148,359,918 1.78% 0.81% Weighted average common shares outstanding - basic 145,526,885 147,554,853 148,421,593 1.99% 0.59% Weighted average common shares outstanding - diluted 148,468,297 150,379,127 151,513,695 2.05% 0.75%

Balance sheet (end of period): Total assets $42,498,467 $46,990,605 $48,106,052 13.19% 2.37% Total loans 25,944,628 28,625,086 30,716,957 18.39% 7.31% Nonaccrual loans 281,201 180,156 155,043 (44.86%) (13.94%) Nonperforming assets 286,890 190,763 162,325 (43.42%) (14.91%) Total deposits 35,532,283 39,342,229 40,175,836 13.07% 2.12% Medium and long-term debt 820,488 820,460 816,113 (0.53%) (0.53%) Junior subordinated debt 363,940 15,904 15,790 (95.66%) (0.72%) Stockholders' equity 3,740,436 4,126,159 4,292,244 14.75% 4.03%

Balance sheet (period average): Total assets $41,790,183 $45,713,280 $47,499,084 13.66% 3.91% Total loans 26,148,028 28,147,293 29,751,850 13.78% 5.70% Earning assets 37,701,116 41,427,609 42,960,338 13.95% 3.70% Total deposits 35,156,404 38,114,310 39,617,397 12.69% 3.94% Stockholders' equity 3,697,618 4,067,953 4,246,788 14.85% 4.40%

Financial ratios: Return on average assets (3) 1.44% 1.42% 1.51% Return on average stock- holders' equity (3) 16.29% 15.98% 16.91% Efficiency ratio (4) 61.41% 59.20% 60.38% Net interest margin (1) 4.14% 3.98% 4.03% Dividend payout ratio 29.81% 32.43% 29.51% Tangible equity ratio 8.20% 8.03% 7.89% Tier 1 risk- based capital ratio (5) 11.31% 9.99% 9.65% Total risk- based capital ratio (5) 14.14% 12.52% 12.11% Leverage ratio (5) 9.03% 8.27% 8.05% Allowance for credit losses to total loans (6) 2.05% 1.69% 1.59% Allowance for credit losses to nonaccrual loans (6) 189.53% 267.97% 315.74% Net loans charged off (recovered) to average total loans (3) 0.27% 0.12% (0.05%) Nonperforming assets to total loans, foreclosed assets, and distressed loans held for sale 1.11% 0.67% 0.53% Nonperforming assets to total assets 0.68% 0.41% 0.34%

On an Operating Earnings Basis: ------------------------------ Selected financial data on an operating earnings basis (see bottom of exhibit 5 for non-recurring items): Operating earnings per common share - basic $1.08 $1.16 $1.22 Operating earnings per common share - diluted $1.05 $1.14 $1.19 Operating return on average assets (3) 1.49% 1.49% 1.51% Operating return on average stockholders' equity (3) 16.80% 16.75% 16.91% Operating efficiency ratio (4) 60.11% 59.20% 60.38% Operating dividend payout ratio 28.70% 31.03% 29.51% ---------------------------------------------------- (1) Taxable-equivalent basis. (2) Dividends per share reflect dividends declared on UnionBanCal Corporation's common stock outstanding as of the declaration date. (3) Annualized. (4) The efficiency ratio is noninterest expense, excluding foreclosed asset expense (income), as a percentage of net interest income (taxable-equivalent basis) and noninterest income. (5) Estimated as of December 31, 2004. (6) Includes allowance for credit losses related to off-balance sheet commitments.

nm = not meaningful

Exhibit 2

UnionBanCal Corporation and Subsidiaries Financial Highlights (Unaudited) Percent Change to Dec. 31, On a Reported Earnings Basis: As of and for the 2004 Twelve Months Ended from -------------------------------- ------------------------- ----------- (Dollars in thousands, except December 31, December 31, Dec. 31, per share data) 2003 2004 2003 -------------------------------- ------------ ------------ ----------- Results of operations:

Net interest income (1) $1,571,619 $1,648,968 4.92% Noninterest income 794,253 989,305 24.56% ------------ ------------ Total revenue 2,365,872 2,638,273 11.51% Noninterest expense 1,408,353 1,524,182 8.22% (Reversal of) provision for credit losses 75,000 (35,000) nm ------------ ------------ Income before income taxes (1) 882,519 1,149,091 30.21% Taxable-equivalent adjustment 2,553 3,745 46.69% Income tax expense 292,827 412,812 40.97% ------------ ------------ Net income $587,139 $732,534 24.76% ============ ============

Per common share:

Net income-basic $3.94 $4.96 25.89% Net income-diluted 3.90 4.87 24.87% Dividends (2) 1.21 1.39 14.88% Book value (end of period) 25.66 28.93 12.74% Common shares outstanding (end of period) 145,758,156 148,359,918 1.78% Weighted average common shares outstanding - basic 148,917,249 147,767,238 (0.77%) Weighted average common shares outstanding - diluted 150,645,193 150,300,561 (0.23%)

Balance sheet (end of period):

Total assets $42,498,467 $48,106,052 13.19% Total loans 25,944,628 30,716,957 18.39% Nonaccrual loans 281,201 155,043 (44.86%) Nonperforming assets 286,890 162,325 (43.42%) Total deposits 35,532,283 40,175,836 13.07% Medium and long-term debt 820,488 816,113 (0.53%) Junior subordinated debt 363,940 15,790 (95.66%) Stockholders' equity 3,740,436 4,292,244 14.75%

Balance sheet (period average):

Total assets $40,470,483 $45,226,306 11.75% Total loans 26,428,253 27,726,625 4.91% Earning assets 36,625,837 40,910,848 11.70% Total deposits 33,446,436 37,875,760 13.24% Stockholders' equity 3,831,032 4,050,202 5.72%

Financial ratios:

Return on average assets 1.45% 1.62% Return on average stockholders' equity 15.33% 18.09% Efficiency ratio (3) 59.53% 57.73% Net interest margin (1) 4.29% 4.03% Dividend payout ratio 30.71% 28.02% Tangible equity ratio 8.20% 7.89% Tier 1 risk-based capital ratio (4) 11.31% 9.65% Total risk-based capital ratio (4) 14.14% 12.11% Leverage ratio (4) 9.03% 8.05% Allowance for credit losses to total loans (5) 2.05% 1.59% Allowance for credit losses to nonaccrual loans (5) 189.53% 315.74% Net loans charged off to average total loans 0.61% 0.10% Nonperforming assets to total loans, foreclosed assets, and distressed loans held for sale 1.11% 0.53% Nonperforming assets to total assets 0.68% 0.34%

On an Operating Earnings Basis : --------------------------------

Selected financial data on an operating earnings basis (see bottom of exhibit 6 for non-recurring items):

Operating earnings per common share (basic) $3.94 $4.59 Operating earnings per common share (diluted) $3.89 $4.51 Operating return on average assets 1.45% 1.50% Operating return on average stockholders' equity 15.30% 16.74% Operating efficiency ratio (3) 59.25% 60.04% Operating dividend payout ratio 30.71% 30.28% ----------------------------------------------------------- (1) Taxable-equivalent basis. (2) Dividends per share reflect dividends declared on UnionBanCal Corporation's common stock outstanding as of the declaration date. (3) The efficiency ratio is noninterest expense, excluding foreclosed asset expense (income), as a percentage of net interest income (taxable-equivalent basis) and noninterest income. (4) Estimated as of December 31, 2004. (5) Includes allowance for credit losses related to off- balance sheet commitments.

nm = not meaningful

Exhibit 3

UnionBanCal Corporation and Subsidiaries Condensed Consolidated Statements of Income (Unaudited) (Taxable-Equivalent Basis)

On a Reported Earnings Basis ---------------------------- For the Three Months For the Twelve Months (Amounts in Ended Ended thousands, ----------------------------- ----------------------- except per Dec. 31, Sept. 30, Dec. 31, December 31, share data) 2003 2004 2004 2003 2004 ---------------- --------- --------- --------- ----------- ----------- Interest Income Loans $335,777 $350,989 $385,397 $1,404,425 $1,400,644 Securities 97,881 106,672 106,033 349,999 427,603 Interest bearing deposits in banks 976 2,744 2,660 3,990 7,433 Federal funds sold and securities purchased under resale agreements 1,993 1,616 2,686 10,203 9,189 Trading account assets 752 1,250 1,050 3,599 3,778 --------- --------- --------- ----------- ----------- Total interest income 437,379 463,271 497,826 1,772,216 1,848,647 --------- --------- --------- ----------- -----------

Interest Expense Domestic deposits 34,232 34,876 44,872 151,004 145,481 Foreign deposits 2,224 5,007 5,510 10,232 15,410 Federal funds purchased and securities sold under repurchase agreements 638 2,861 3,376 3,401 7,470 Commercial paper 1,111 1,697 3,016 8,508 6,899 Medium and long-term debt 2,423 4,369 5,572 7,845 16,773 Trust notes 3,580 242 227 14,510 2,780 Other borrowed funds 1,114 1,117 1,271 5,097 4,866 --------- --------- --------- ----------- ----------- Total interest expense 45,322 50,169 63,844 200,597 199,679 --------- --------- --------- ----------- -----------

Net Interest Income 392,057 413,102 433,982 1,571,619 1,648,968 (Reversal of) provision for credit losses - (10,000) (10,000) 75,000 (35,000) --------- --------- --------- ----------- ----------- Net interest income after (reversal of) provision for credit losses 392,057 423,102 443,982 1,496,619 1,683,968 --------- --------- --------- ----------- -----------

Noninterest Income Service charges on deposit accounts 79,356 87,555 83,487 311,417 342,169 Trust and investment management fees 35,102 39,089 41,384 136,347 153,083 Insurance commissions 17,596 17,463 20,024 62,652 77,874 International commissions and fees 18,000 18,906 18,844 67,582 73,397 Merchant banking fees 9,469 11,682 12,783 30,990 39,646 Card processing fees, net 8,163 4,653 5,246 37,520 34,147 Foreign exchange gains, net 8,534 8,548 8,330 30,000 33,516 Brokerage commissions and fees 7,141 8,527 8,216 31,755 33,063 Securities gains (losses), net 2,267 (6) (13,697) 4,062 (12,085) Other 18,213 19,537 46,519 81,928 214,495 --------- --------- --------- ----------- ----------- Total noninterest income 203,841 215,954 231,136 794,253 989,305 --------- --------- --------- ----------- -----------

Noninterest Expense Salaries and employee benefits 206,466 216,767 223,770 808,804 877,557 Net occupancy 32,430 33,206 35,147 124,274 132,108 Equipment 16,689 16,289 18,825 65,394 69,268 Software 12,648 13,560 15,357 47,569 54,820 Communications 12,228 12,850 12,604 52,087 51,899 Professional services 10,302 12,375 16,065 48,558 50,033 Foreclosed asset expense (income) (56) (10) 685 (84) 1,211 Other 75,181 67,354 79,830 261,751 287,286 --------- --------- --------- ----------- ----------- Total noninterest expense 365,888 372,391 402,283 1,408,353 1,524,182 --------- --------- --------- ----------- -----------

Income before income taxes 230,010 266,665 272,835 882,519 1,149,091 Taxable- equivalent adjustment 637 1,012 1,128 2,553 3,745 Income tax expense 77,554 102,215 91,195 292,827 412,812 --------- --------- --------- ----------- ----------- Net Income $151,819 $163,438 $180,512 $587,139 $732,534 ========= ========= ========= =========== ===========

Net income per common share - basic $1.04 $1.11 $1.22 $3.94 $4.96 ========= ========= ========= =========== =========== Net income per common share - diluted $1.02 $1.09 $1.19 $3.90 $4.87 ========= ========= ========= =========== =========== Weighted average common shares outstanding - basic 145,527 147,555 148,422 148,917 147,767 ========= ========= ========= =========== =========== Weighted average common shares outstanding - diluted 148,468 150,379 151,514 150,645 150,301 ========= ========= ========= =========== ===========

Exhibit 4

UnionBanCal Corporation and Subsidiaries Condensed Consolidated Statements of Income (Unaudited) (Taxable-Equivalent Basis)

On an Operating Earnings Basis (1) ---------------------------------- For the Three Months For the Twelve Months (Amounts in Ended Ended thousands, ----------------------------- ----------------------- except per Dec. 31, Sept. 30, Dec. 31, December 31, share data) 2003 2004 2004 2003 2004 --------- --------- --------- ----------- ----------- Interest Income Loans $335,777 $350,989 $385,397 $1,404,425 $1,400,644 Securities 97,881 106,672 106,033 349,999 427,603 Interest bearing deposits in banks 976 2,744 2,660 3,990 7,433 Federal funds sold and securities purchased under resale agreements 1,993 1,616 2,686 10,203 9,189 Trading account assets 752 1,250 1,050 3,599 3,778 --------- --------- --------- ----------- ----------- Total interest income 437,379 463,271 497,826 1,772,216 1,848,647 --------- --------- --------- ----------- -----------

Interest Expense Domestic deposits 34,232 34,876 44,872 151,004 145,481 Foreign deposits 2,224 5,007 5,510 10,232 15,410 Federal funds purchased and securities sold under repurchase agreements 638 2,861 3,376 3,401 7,470 Commercial paper 1,111 1,697 3,016 8,508 6,899 Medium and long-term debt 2,423 4,369 5,572 7,845 16,773 Trust notes 3,580 242 227 14,510 2,780 Other borrowed funds 1,114 1,117 1,271 5,097 4,866 --------- --------- --------- ----------- ----------- Total interest expense 45,322 50,169 63,844 200,597 199,679 --------- --------- --------- ----------- -----------

Net Interest Income 392,057 413,102 433,982 1,571,619 1,648,968 (Reversal of) provision for credit losses - (10,000) (10,000) 75,000 (35,000) --------- --------- --------- ----------- ----------- Net interest income after (reversal of) provision for credit losses 392,057 423,102 443,982 1,496,619 1,683,968 --------- --------- --------- ----------- -----------

Noninterest Income Service charges on deposit accounts 79,356 87,555 83,487 311,417 342,169 Trust and investment management fees 35,102 39,089 41,384 136,347 153,083 Insurance commissions 17,596 17,463 20,024 62,652 77,874 International commissions and fees 18,000 18,906 18,844 67,582 73,397 Merchant banking fees 9,469 11,682 12,783 30,990 39,646 Card processing fees, net 8,163 4,653 5,246 37,520 34,147 Foreign exchange gains, net 8,534 8,548 8,330 30,000 33,516 Brokerage commissions and fees 7,141 8,527 8,216 31,755 33,063 Securities gains (losses), net 2,267 (6) (13,697) (4,951) (12,085) Other 18,213 19,537 46,519 81,928 112,960 --------- --------- --------- ----------- ----------- Total noninterest income 203,841 215,954 231,136 785,240 887,770 --------- --------- --------- ----------- -----------

Noninterest Expense Salaries and employee benefits 206,466 216,767 223,770 808,804 877,557 Net occupancy 32,430 33,206 35,147 120,074 132,108 Equipment 16,689 16,289 18,825 65,394 69,268 Software 12,648 13,560 15,357 47,569 54,820 Communications 12,228 12,850 12,604 52,087 51,899 Professional services 10,302 12,375 16,065 48,558 50,033 Foreclosed asset expense (income) (56) (10) 685 (84) 1,211 Other 67,431 67,354 79,830 254,001 287,286 --------- --------- --------- ----------- ----------- Total noninterest expense 358,138 372,391 402,283 1,396,403 1,524,182 --------- --------- --------- ----------- -----------

Income before income taxes 237,760 266,665 272,835 885,456 1,047,556 Taxable- equivalent adjustment 637 1,012 1,128 2,553 3,745 Income tax expense 80,538 94,372 91,195 296,696 365,945 --------- --------- --------- ----------- ----------- Net Income $156,585 $171,281 $180,512 $586,207 $677,866 ========= ========= ========= =========== ===========

Net income per common share - basic $1.08 $1.16 $1.22 $3.94 $4.59 ========= ========= ========= =========== =========== Net income per common share - diluted $1.05 $1.14 $1.19 $3.89 $4.51 ========= ========= ========= =========== =========== Weighted average common shares outstanding - basic 145,527 147,555 148,422 148,917 147,767 ========= ========= ========= =========== =========== Weighted average common shares outstanding - diluted 148,468 150,379 151,514 150,645 150,301 ========= ========= ========= =========== ===========

(1) See exhibits 5 and 6 for reconciliations of 'reported earnings' to 'operating earnings'

Exhibit 5

UnionBanCal Corporation and Subsidiaries Condensed Consolidated Statements of Income (Unaudited) Reconciliations (Taxable-Equivalent Basis)

Reported Earnings Reconciliation to Operating Earnings ------------------------------------------------------

For the Three Months Ended ------------------------------- December 31, 2003 ------------------------------- (Amounts in thousands, except per Non-recurring share data) Reported Items Operating ----------------------------------- ---------- -------- ---------

Net Interest Income $392,057 $ - $392,057 (Reversal of) provision for credit losses - - - -------- ------- -------- Net interest income after (reversal of) provision for credit losses 392,057 - 392,057 -------- ------- --------

Noninterest Income All other (no adjustments) 203,841 - 203,841 -------- ------- -------- Total noninterest income 203,841 - 203,841 -------- ------- --------

Noninterest Expense Other (1) 75,181 (7,750) 67,431 All other (no adjustments) 290,707 - 290,707 -------- ------- -------- Total noninterest expense 365,888 (7,750) 358,138 -------- ------- --------

Income before income taxes 230,010 7,750 237,760 Taxable-equivalent adjustment 637 - 637 Income tax expense (2)(3) 77,554 2,984 80,538

--------- ------- --------- Net Income/Operating Earnings $151,819 $ 4,766 $156,585 ========= ======= =========

Net income/Operating earnings per common share - basic $ 1.04 $ 0.04 $ 1.08 ========= ======= ========= Net income/Operating earnings per common share - diluted $ 1.02 $ 0.03 $ 1.05 ========= ======= ========= Weighted average common shares outstanding - basic 145,527 145,527 ========= ======= ========= Weighted average common shares outstanding - diluted 148,468 148,468 ========= =========

Reported Net Income $151,819 --------------------------------

Non-recurring Items

(1) Accrual related to a pre- litigation claim (4th quarter 2003) 7,750

(2) Tax impact of items listed above (1) (2,984)

(3) Adjustment to California state income tax (3rd quarter 2004) -

-------------------------------- Net Operating Earnings $156,585 ================================

For the Three Months Ended ------------------------------- September 30, 2004 ------------------------------- (Amounts in thousands, except per Non-recurring share data) Reported Items Operating ----------------------------------- ---------- -------- ---------

Net Interest Income $413,102 $ - $413,102 (Reversal of) provision for credit losses (10,000) - (10,000) --------- ------- --------- Net interest income after (reversal of) provision for credit losses 423,102 - 423,102 --------- ------- ---------

Noninterest Income All other (no adjustments) 215,954 - 215,954 --------- ------- --------- Total noninterest income 215,954 - 215,954 --------- ------- ---------

Noninterest Expense Other (1) 67,354 - 67,354 All other (no adjustments) 305,037 - 305,037 --------- ------- --------- Total noninterest expense 372,391 - 372,391 --------- ------- ---------

Income before income taxes 266,665 - 266,665 Taxable-equivalent adjustment 1,012 - 1,012 Income tax expense (2)(3) 102,215 (7,843) 94,372

--------- ------- --------- Net Income/Operating Earnings $163,438 $ 7,843 $171,281 ========= ======= =========

Net income/Operating earnings per common share - basic $ 1.11 $ 0.05 $ 1.16 ========= ======= ========= Net income/Operating earnings per common share - diluted $ 1.09 $ 0.05 $ 1.14 ========= ======= ========= Weighted average common shares outstanding - basic 147,555 147,555 ========= ========= Weighted average common shares outstanding - diluted 150,379 150,379 ========= =========

Reported Net Income $163,438 --------------------------------

Non-recurring Items

(1) Accrual related to a pre- litigation claim (4th quarter 2003) -

(2) Tax impact of items listed above(1) - (3) Adjustment to California state income tax (3rd quarter 2004) 7,843

-------------------------------- Net Operating Earnings $171,281 ================================

For the Three Months Ended ------------------------------- December 31, 2004 ------------------------------- (Amounts in thousands, except per Non-recurring share data) Reported Items Operating ----------------------------------- ---------- -------- ---------

Net Interest Income $433,982 $ - $433,982 (Reversal of) provision for credit losses (10,000) - (10,000) --------- ------- --------- Net interest income after (reversal of) provision for credit losses 443,982 - 443,982 --------- ------- ---------

Noninterest Income All other (no adjustments) 231,136 - 231,136 --------- ------- --------- Total noninterest income 231,136 - 231,136 --------- ------- ---------

Noninterest Expense Other (1) 79,830 - 79,830 All other (no adjustments) 322,453 - 322,453 --------- ------- --------- Total noninterest expense 402,283 - 402,283 --------- ------- ---------

Income before income taxes 272,835 - 272,835 Taxable-equivalent adjustment 1,128 - 1,128 Income tax expense (2)(3) 91,195 - 91,195

--------- ------- --------- Net Income/Operating Earnings $180,512 $ - $180,512 ========= ======= =========

Net income/Operating earnings per common share - basic $ 1.22 $ - $ 1.22 ========= ======= ========= Net income/Operating earnings per common share - diluted $ 1.19 $ - $ 1.19 ========= ======= ========= Weighted average common shares outstanding - basic 148,422 148,422 ========= ========= Weighted average common shares outstanding - diluted 151,514 151,514 ========= =========

Reported Net Income $180,512 --------------------------------

Non-recurring Items

(1) Accrual related to a pre- litigation claim (4th quarter 2003) -

(2) Tax impact of items listed above (1) -

(3) Adjustment to California state income tax (3rd quarter 2004) -

-------------------------------- Net Operating Earnings $180,512 ================================

Exhibit 6

UnionBanCal Corporation and Subsidiaries Condensed Consolidated Statements of Income (Unaudited) Reconciliations (Taxable-Equivalent Basis)

Reported Earnings Reconciliation to Operating Earnings ------------------------------------------------------

For the Twelve Months Ended ---------------------------------- December 31, 2003 -------------------------------- (Amounts in thousands, except per Non-recurring share data) Reported Items Operating ----------------------------------- ----------- --------- -----------

Net Interest Income $1,571,619 $ - $1,571,619 (Reversal of) provision for credit losses 75,000 - 75,000 ---------- -------- ---------- Net interest income after (reversal of) provision for credit losses 1,496,619 - 1,496,619 ---------- -------- ----------

Noninterest Income Securities gains (losses), net (1) 4,062 (9,013) (4,951) Other (4)(5) 81,928 - 81,928 All other (no adjustments) 708,263 - 708,263 ---------- -------- ---------- Total noninterest income 794,253 (9,013) 785,240 ---------- -------- ----------

Noninterest Expense Net occupancy (2) 124,274 (4,200) 120,074 Other (3) 261,751 (7,750) 254,001 All other (no adjustments) 1,022,328 - 1,022,328 ---------- -------- ---------- Total noninterest expense 1,408,353 (11,950) 1,396,403 ---------- -------- ----------

Income before income taxes 882,519 2,937 885,456 Taxable-equivalent adjustment 2,553 - 2,553 Income tax expense (6)(7)(8) 292,827 3,869 296,696

----------- -------- ----------- Net Income/Operating Earnings $ 587,139 $ (932) $ 586,207 ========== ======== ==========

Net income/Operating earnings per common share - basic $ 3.94 $ - $ 3.94 ========== ======== ========== Net income/Operating earnings per common share - diluted $ 3.90 $ (0.01) $ 3.89 ========== ======== ========== Weighted average common shares outstanding - basic 148,917 148,917 ========== ========== Weighted average common shares outstanding - diluted 150,645 150,645 ========== ==========

Reported Net Income $ 587,139 --------------------------------

Non-recurring Items

(1) Gain on the early call of a Mexican Brady bond (2nd quarter 2003) (9,013)

(2) Write-off of leasehold improvements (2nd quarter 2003) 4,200

(3) Accrual related to a pre- litigation claim (4th quarter 2003) 7,750

(4) Gain on sale of real property (2nd quarter 2004) -

(5) Gain on sale of Merchant Card Portfolio (2nd quarter 2004) -

(6) Tax impact of items listed above (1)(2)(3)(4)(5) (1,217)

(7) Reduction in income tax due to IRS Audit wrap up (2nd quarter 2003) (2,652)

(8) Adjustment to California state income tax (3rd quarter 2004) -

--------------------------------- Net Operating Earnings $ 586,207 ================================

For the Twelve Months Ended ---------------------------------- December 31, 2004 -------------------------------- (Amounts in thousands, except per Non-recurring share data) Reported Items Operating ----------------------------------- ----------- --------- -----------

Net Interest Income $1,648,968 $ - $1,648,968 (Reversal of) provision for credit losses (35,000) - (35,000) ---------- -------- ---------- Net interest income after (reversal of) provision for credit losses 1,683,968 - 1,683,968 ---------- -------- ----------

Noninterest Income Securities gains (losses), net (1) (12,085) - (12,085) Other (4)(5) 214,495 (101,535) 112,960 All other (no adjustments) 786,895 - 786,895 ---------- -------- ---------- Total noninterest income 989,305 (101,535) 887,770 ---------- -------- ----------

Noninterest Expense Net occupancy (2) 132,108 - 132,108 Other (3) 287,286 - 287,286 All other (no adjustments) 1,104,788 - 1,104,788 ---------- -------- ---------- Total noninterest expense 1,524,182 - 1,524,182 ---------- -------- ----------

Income before income taxes 1,149,091 (101,535) 1,047,556 Taxable-equivalent adjustment 3,745 - 3,745 Income tax expense (6)(7)(8) 412,812 (46,867) 365,945

---------- -------- ---------- Net Income/Operating Earnings $ 732,534 $(54,668) $ 677,866 ========== ========= ==========

Net income/Operating earnings per common share - basic $ 4.96 $ (0.37) $ 4.59 ========== ========= ========== Net income/Operating earnings per common share - diluted $ 4.87 $ (0.36) $ 4.51 ========== ========= ========== Weighted average common shares outstanding - basic 147,767 147,767 ========== =========== Weighted average common shares outstanding - diluted 150,301 150,301 ========== ===========

Reported Net Income $ 732,534 ---------------------------------

Non-recurring Items (1) Gain on the early call of a Mexican Brady bond (2nd quarter 2003) -

(2) Write-off of leasehold improvements (2nd quarter 2003) -

(3) Accrual related to a pre- litigation claim (4th quarter 2003) -

(4) Gain on sale of real property (2nd quarter 2004) (8,535)

(5) Gain on sale of Merchant Card Portfolio (2nd quarter 2004) (93,000)

(6) Tax impact of items listed above (1)(2)(3)(4)(5) 39,024

(7) Reduction in income tax due to IRS Audit wrap up (2nd quarter 2003) -

(8) Adjustment to California state income tax (3rd quarter 2004) 7,843

--------------------------------- Net Operating Earnings $ 677,866 =================================

Exhibit 7

UnionBanCal Corporation and Subsidiaries Consolidated Balance Sheets (Unaudited)

December 31, ------------ ------------- (Dollars in thousands) 2003 2004 ------------------------------------------ ----------- ----------- Assets Cash and due from banks $ 2,494,127 $ 2,111,185 Interest bearing deposits in banks 235,158 491,905 Federal funds sold and securities purchased under resale agreements 769,720 944,950 ----------- ----------- Total cash and cash equivalents 3,499,005 3,548,040 Trading account assets 252,929 236,331 Securities available for sale: Securities pledged as collateral 106,560 144,240 Held in portfolio 10,660,332 11,000,754 Loans (net of allowance for loan losses: 2003, $532,970; 2004, $406,948) (1) 25,411,658 30,310,009 Due from customers on acceptances 71,078 55,914 Premises and equipment, net 509,734 530,431 Intangible assets 49,592 63,537 Goodwill 226,556 475,027 Other assets 1,711,023 1,741,769 ----------- ----------- Total assets $42,498,467 $48,106,052 =========== ===========

Liabilities Domestic deposits: Noninterest bearing $16,668,773 $19,205,596 Interest bearing 17,146,858 19,480,868 Foreign deposits: Noninterest bearing 619,249 435,999 Interest bearing 1,097,403 1,053,373 ----------- ----------- Total deposits 35,532,283 40,175,836 Federal funds purchased and securities sold under repurchase agreements 280,968 587,249 Commercial paper 542,270 824,887 Other borrowed funds 212,088 172,549 Acceptances outstanding 71,078 55,914 Other liabilities (1) 934,916 1,165,470 Medium and long-term debt 820,488 816,113 Junior subordinated debt payable to subsidiary grantor trust 363,940 15,790 ----------- ----------- Total liabilities 38,758,031 43,813,808 ----------- -----------

Commitments and contingencies

Stockholders' Equity Preferred stock: Authorized 5,000,000 shares, no shares issued or outstanding at December 31, 2003 or 2004 - - Common stock, par value $1 per share at December 31, 2003 and December 31, 2004: Authorized 300,000,000 shares, issued 146,000,156 shares in 2003 and 152,191,818 shares in 2004 146,000 152,192 Additional paid-in capital 555,156 881,928 Treasury stock - 242,000 shares as of December 31, 2003 and 3,831,900 shares as of December 31, 2004 (12,846) (223,361) Retained earnings 2,999,884 3,526,312 Accumulated other comprehensive income(loss) 52,242 (44,827) ----------- ----------- Total stockholders' equity 3,740,436 4,292,244 ----------- ----------- Total liabilities and stockholders' equity $42,498,467 $48,106,052 =========== ===========

(1) On December 31, 2004, UnionBanCal Corporation transferred the allowance relating to off-balance sheet commitments of $82.6 million from allowance for loan losses to other liabilities. Prior periods have not been restated.

Exhibit 8

UnionBanCal Corporation and Subsidiaries Loans (Unaudited)

Percent Change to Three Months Ended December 31, 2004 from -------------------------- ------------------ Dec. 31, Sept. 30, Dec. 31, Dec. 31, Sept. 30, (Dollars in millions) 2003 2004 2004 2003 2004 ----------------------- -------- -------- -------- --------- --------

Loans (period average) Commercial, financial and industrial $9,178 $9,408 $9,683 5.50% 2.92% Construction 1,097 1,080 1,131 3.10% 4.72% Mortgage - Commercial 4,280 4,301 5,107 19.32% 18.74% Mortgage - Residential 7,287 8,550 9,174 25.90% 7.30% Consumer 2,032 2,221 2,313 13.83% 4.14% Lease financing 666 607 607 (8.86%) 0.00% Loans originated in foreign branches 1,590 1,977 1,735 9.12% (12.24%) -------- -------- --------

Total loans held to maturity $26,130 $28,144 $29,750 13.85% 5.71% Total loans held for sale 18 3 2 (88.89%) (33.33%) -------- -------- --------

Total loans $26,148 $28,147 $29,752 13.78% 5.70% ======== ======== ========

Nonperforming assets (period end) Nonaccrual loans: Commercial, financial and industrial $190 $92 $73 (61.58%) (20.65%) Construction - 6 2 nm (66.67%) Mortgage - Commercial 38 28 25 (34.21%) (10.71%) Lease 52 54 55 5.77% 1.85% Foreign 1 - - (100.00%) 0.00% -------- -------- --------

Total nonaccrual loans 281 180 155 (44.84%) (13.89%) Foreclosed assets 6 11 7 16.67% (36.36%) -------- -------- --------

Total nonperforming assets $287 $191 $162 (43.55%) (15.18%) ======== ======== ========

Loans 90 days or more past due and still accruing $4 $9 $4 0.00% (55.56%) ======== ======== ========

Analysis of Allowance for Credit Losses

Beginning balance $551 $501 $483

(Reversal of) provision for credit losses - (10) (10) Foreign translation adjustment and other net additions (deductions) (1) (2) - - (70)

Loans charged off: Commercial, financial and industrial (29) (15) (17) Construction - - (1) Consumer (3) (2) (2) -------- -------- -------- Total loans charged off (32) (17) (20) -------- -------- --------

Loans recovered: Commercial, financial and industrial 13 8 22 Consumer 1 1 1 Lease financing - - 1 -------- -------- -------- Total loans recovered 14 9 24 -------- -------- -------- Net loans (charged-off) recovered (18) (8) 4 -------- -------- --------

Ending balance of allowance for loan losses $533 $483 $407 Allowance for off- balance sheet commitment losses - - 83 -------- -------- --------

Allowance for credit losses $533 $483 $490 ======== ======== ========

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

(1) Includes a transfer of $12.6 million related to the Jackson Federal Bank acquisition in the fourth quarter of 2004.

(2) On December 31, 2004, UnionBanCal Corporation transferred the allowance related to off-balance sheet commitments of $82.6 million from allowance for loan losses to other liabilities. Prior periods have not been restated.

nm = not meaningful

Exhibit 9

UnionBanCal Corporation and Subsidiaries Net Interest Income (Unaudited)

For the Three Months Ended ------------------------------- December 31, 2003 ----------------------------- Interest Average Average Income/ Yield/ (Dollars in thousands) Balance Expense Rate (1) (1)(2) ------------------------------------ ------------ ------------------ Assets Loans: (3) Domestic $24,558,585 $327,811 5.31 % Foreign (4) 1,589,443 7,966 1.99 Securities - taxable 10,187,342 96,923 3.80 Securities - tax-exempt 40,352 958 9.50 Interest bearing deposits in banks 246,196 976 1.57 Federal funds sold and securities purchased under resale agreements 777,261 1,993 1.02 Trading account assets 301,937 752 0.99 ----------- -------- Total earning assets 37,701,116 437,379 4.62 -------- Allowance for loan losses (5) (548,542) Cash and due from banks 2,330,478 Premises and equipment, net 509,311 Other assets 1,797,820 ----------- Total assets $41,790,183 =========== Liabilities Domestic deposits: Interest bearing $11,288,478 17,015 0.60 Savings and consumer time 4,099,123 9,151 0.89 Large time 2,208,516 8,066 1.45 Foreign deposits (4) 1,315,803 2,224 0.67 ----------- -------- Total interest bearing deposits 18,911,920 36,456 0.76 ----------- -------- Federal funds purchased and securities sold under repurchase agreements 380,867 638 0.66 Commercial paper 544,270 1,111 0.81 Other borrowed funds 194,525 1,114 2.27 Medium and long-term debt 503,748 2,423 1.91 Trust notes 351,522 3,580 4.07 ----------- -------- Total borrowed funds 1,974,932 8,866 1.79 ----------- -------- Total interest bearing liabilities 20,886,852 45,322 0.86 -------- Noninterest bearing deposits 16,244,484 Other liabilities 961,229 ----------- Total liabilities 38,092,565 Stockholders' Equity Common equity 3,697,618 ----------- Total stockholders' equity 3,697,618 ----------- Total liabilities and stockholders' equity $41,790,183 =========== Net interest income/margin (taxable-equivalent basis) 392,057 4.14 % Less: taxable-equivalent adjustment 637 -------- Net interest income $391,420 ========

For the Three Months Ended ------------------------------ September 30, 2004 ----------------------------- Interest Average Average Income/ Yield/ (Dollars in thousands) Balance Expense Rate (1) (1)(2) ------------------------------- ----------------- ---------- ------- Assets Loans: (3) Domestic $26,169,937 $340,401 5.18 % Foreign (4) 1,977,356 10,588 2.13 Securities - taxable 11,912,985 105,256 3.53 Securities - tax-exempt 68,884 1,416 8.22 Interest bearing deposits in banks 568,071 2,744 1.92 Federal funds sold and securities purchased under resale agreements 431,138 1,616 1.49 Trading account assets 299,238 1,250 1.66 ----------- -------- Total earning assets 41,427,609 463,271 4.46 -------- Allowance for loan losses (5) (501,259) Cash and due from banks 2,229,980 Premises and equipment, net 504,348 Other assets 2,052,602 ----------- Total assets $45,713,280 =========== Liabilities Domestic deposits: Interest bearing $11,807,430 18,603 0.63 Savings and consumer time 4,383,745 9,029 0.82 Large time 1,986,815 7,244 1.45 Foreign deposits (4) 1,729,290 5,007 1.15 ----------- -------- Total interest bearing deposits 19,907,280 39,883 0.80 ----------- -------- Federal funds purchased and securities sold under repurchase agreements 867,988 2,861 1.31 Commercial paper 639,345 1,697 1.06 Other borrowed funds 161,504 1,117 2.75 Medium and long-term debt 792,083 4,369 2.19 Trust notes 15,959 242 6.07 ----------- -------- Total borrowed funds 2,476,879 10,286 1.65 ----------- -------- Total interest bearing liabilities 22,384,159 50,169 0.89 -------- Noninterest bearing deposits 18,207,030 Other liabilities 1,054,138 ----------- Total liabilities 41,645,327 Stockholders' Equity Common equity 4,067,953 ----------- Total stockholders' equity 4,067,953 ----------- Total liabilities and stockholders' equity $45,713,280 =========== Net interest income/margin (taxable-equivalent basis) 413,102 3.98 % Less: taxable-equivalent adjustment 1,012 -------- Net interest income $412,090 ========

For the Three Months Ended ------------------------------ December 31, 2004 ------------------------------ Interest Average Average Income/ Yield/ (Dollars in thousands) Balance Expense Rate (1) (1)(2) ------------------------------------- ------------ ------------------ Assets Loans: (3) Domestic $28,017,048 $374,260 5.32 % Foreign (4) 1,734,802 11,137 2.55 Securities - taxable 11,820,242 104,657 3.54 Securities - tax-exempt 69,231 1,376 7.95 Interest bearing deposits in banks 516,505 2,660 2.05 Federal funds sold and securities purchased under resale agreements 522,166 2,686 2.05 Trading account assets 280,344 1,050 1.49 ----------- -------- Total earning assets 42,960,338 497,826 4.62 -------- Allowance for loan losses (5) (495,776) Cash and due from banks 2,346,479 Premises and equipment, net 509,093 Other assets 2,178,950 ----------- Total assets $47,499,084 =========== Liabilities Domestic deposits: Interest bearing $12,258,481 22,865 0.74 Savings and consumer time 4,875,661 12,094 0.99 Large time 2,078,133 9,913 1.90 Foreign deposits (4) 1,417,344 5,510 1.55 ----------- -------- Total interest bearing deposits 20,629,619 50,382 0.97 ----------- -------- Federal funds purchased and securities sold under repurchase agreements 775,182 3,376 1.73 Commercial paper 778,724 3,016 1.54 Other borrowed funds 127,220 1,271 3.97 Medium and long-term debt 810,665 5,572 2.73 Trust notes 15,845 227 5.73 ----------- -------- Total borrowed funds 2,507,636 13,462 2.14 ----------- -------- Total interest bearing liabilities 23,137,255 63,844 1.10 -------- Noninterest bearing deposits 18,987,778 Other liabilities 1,127,263 ----------- Total liabilities 43,252,296 Stockholders' Equity Common equity 4,246,788 ----------- Total stockholders' equity 4,246,788 ----------- Total liabilities and stockholders' equity $47,499,084 =========== Net interest income/margin (taxable-equivalent basis) 433,982 4.03 % Less: taxable-equivalent adjustment 1,128 -------- Net interest income $432,854 ========

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

(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. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.

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

(5) On December 31, 2004, UnionBanCal Corporation transferred the allowance related to off-balance sheet commitments of $82.6 million from allowance for loan losses to other liabilities. Reported averages for all periods have not been restated.

Exhibit 10

UnionBanCal Corporation and Subsidiaries Net Interest Income (Unaudited)

For the Twelve Months Ended ---------------------------------- December 31, 2003 -------------------------------- Interest Average Average Income/ Yield/ (Dollars in thousands) Balance Expense(1) Rate(1)(2) ---------------------------------- ------------ ----------- --------- Assets Loans: (3) Domestic $24,878,462 $1,371,717 5.51 % Foreign (4) 1,549,791 32,708 2.11 Securities - taxable 8,716,051 345,996 3.97 Securities - tax-exempt 40,962 4,003 9.77 Interest bearing deposits in banks 229,547 3,990 1.74 Federal funds sold and securities purchased under resale agreements 893,369 10,203 1.14 Trading account assets 317,655 3,599 1.13 ------------ ----------- Total earning assets 36,625,837 1,772,216 4.84 ----------- Allowance for loan losses (5) (576,871) Cash and due from banks 2,213,273 Premises and equipment, net 508,973 Other assets 1,699,271 ------------ Total assets $40,470,483 ============ Liabilities Domestic deposits: Interest bearing $10,390,459 71,208 0.69 Savings and consumer time 3,977,902 42,734 1.07 Large time 2,364,156 37,062 1.57 Foreign deposits (4) 1,280,804 10,232 0.80 ------------ ----------- Total interest bearing deposits 18,013,321 161,236 0.90 ------------ ----------- Federal funds purchased and securities sold under repurchase agreements 405,982 3,401 0.84 Commercial paper 809,930 8,508 1.05 Other borrowed funds 192,248 5,097 2.65 Medium and long-term debt 425,960 7,845 1.84 Trust notes 351,575 14,510 4.13 ------------ ----------- Total borrowed funds 2,185,695 39,361 1.80 ------------ ----------- Total interest bearing liabilities 20,199,016 200,597 0.99 ----------- Noninterest bearing deposits 15,433,115 Other liabilities 1,007,320 ------------ Total liabilities 36,639,451 Stockholders' Equity Common equity 3,831,032 ------------ Total stockholders' equity 3,831,032 ------------ Total liabilities and stockholders' equity $40,470,483 ============ Net interest income/margin (taxable-equivalent basis) 1,571,619 4.29 % Less: taxable-equivalent adjustment 2,553 ----------- Net interest income $1,569,066 ===========

-------------------------------- December 31, 2004 -------------------------------- Interest Average Average Income/ Yield/ (Dollars in thousands) Balance Expense(1) Rate(1)(2) ------------------------------------------------- ----------- -------- Assets Loans: (3) Domestic $25,928,206 $1,362,424 5.25 % Foreign (4) 1,798,419 38,220 2.13 Securities - taxable 11,707,369 422,052 3.61 Securities - tax-exempt 68,399 5,551 8.12 Interest bearing deposits in banks 394,145 7,433 1.89 Federal funds sold and securities purchased under resale agreements 719,714 9,189 1.28 Trading account assets 294,596 3,778 1.28 ------------ ----------- Total earning assets 40,910,848 1,848,647 4.52 ----------- Allowance for loan losses (5) (514,075) Cash and due from banks 2,271,616 Premises and equipment, net 511,853 Other assets 2,046,064 ------------ Total assets $45,226,306 ============ Liabilities Domestic deposits: Interest bearing $11,740,269 74,222 0.63 Savings and consumer time 4,406,610 38,382 0.87 Large time 2,198,078 32,877 1.50 Foreign deposits (4) 1,463,182 15,410 1.05 ------------ ----------- Total interest bearing deposits 19,808,139 160,891 0.81 ------------ ----------- Federal funds purchased and securities sold under repurchase agreements 596,997 7,470 1.25 Commercial paper 620,053 6,899 1.11 Other borrowed funds 163,147 4,866 2.98 Medium and long-term debt 807,070 16,773 2.08 Trust notes 62,480 2,780 4.45 ------------ ----------- Total borrowed funds 2,249,747 38,788 1.72 ------------ ----------- Total interest bearing liabilities 22,057,886 199,679 0.91 ----------- Noninterest bearing deposits 18,067,621 Other liabilities 1,050,597 ------------ Total liabilities 41,176,104 Stockholders' Equity Common equity 4,050,202 ------------ Total stockholders' equity 4,050,202 ------------ Total liabilities and stockholders' equity $45,226,306 ============ Net interest income/margin (taxable-equivalent basis) 1,648,968 4.03 % Less: taxable-equivalent adjustment 3,745 ----------- Net interest income $1,645,223 ===========

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

(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. The amortized portion of net loan origination fees (costs) is included in interest income on loans, representing an adjustment to the yield.

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

(5) On December 31, 2004, UnionBanCal Corporation transferred the allowance related to off-balance sheet commitments of $82.6 million from allowance for loan losses to other liabilities. Reported averages for all periods have not been restated.

Exhibit 11

UnionBanCal Corporation and Subsidiaries On a Reported Earnings Basis (reference to exhibit 2)

Noninterest Income (Unaudited)

Percentage Change to For the Three Months Ended Dec. 31, 2004 From ----------------------------- -------------- Dec. 31, Sept. 30, Dec. 31, Dec. 31, Sept.30, (Dollars in thousands) 2003 2004 2004 2003 2004 ---------------------- --------- --------- --------- ------- ------ Service charges on deposit accounts $79,356 $87,555 $83,487 5.21 %(4.65)% Trust and investment management fees 35,102 39,089 41,384 17.90 5.87 Insurance commissions 17,596 17,463 20,024 13.80 14.67 International commissions and fees 18,000 18,906 18,844 4.69 (0.33) Merchant banking fees 9,469 11,682 12,783 35.00 9.42 Foreign exchange gains, net 8,534 8,548 8,330 (2.39) (2.55) Brokerage commissions and fees 7,141 8,527 8,216 15.05 (3.65) Card processing fees, net 8,163 4,653 5,246 (35.73) 12.74 Securities gains (losses), net 2,267 (6) (13,697) nm nm Gain (loss) on private capital investments, net (196) 467 18,520 nm nm Other 18,409 19,070 27,999 52.09 46.82 --------- --------- --------- Total noninterest income $203,841 $215,954 $231,136 13.39 % 7.03 % ========= ========= =========

Noninterest Expense (Unaudited)

Percentage Change to For the Three Months Ended Dec. 31, 2004 From ----------------------------- -------------- Dec. 31, Sept. 30, Dec. 31, Dec. 31, Sept. 30, (Dollars in thousands) 2003 2004 2004 2003 2004 ---------------------- --------- --------- --------- ------- ------ Salaries and other compensation $175,256 $181,497 $182,194 3.96 % 0.38 % Employee benefits 31,210 35,270 41,576 33.21 17.88 --------- --------- --------- Salaries and employee benefits 206,466 216,767 223,770 8.38 3.23 Net occupancy 32,430 33,206 35,147 8.38 5.85 Equipment 16,689 16,289 18,825 12.80 15.57 Professional services 10,302 12,375 16,065 55.94 29.82 Software 12,648 13,560 15,357 21.42 13.25 Communications 12,228 12,850 12,604 3.07 (1.91) Advertising and public relations 10,867 7,954 10,947 0.74 37.63 Intangible asset amortization 3,075 5,077 5,689 85.01 12.05 Foreclosed asset expense (income) (56) (10) 685 nm nm Other 61,239 54,323 63,194 3.19 16.33 --------- --------- --------- Total noninterest expense $365,888 $372,391 $402,283 9.95 % 8.03 % ========= ========= =========

---------------------- nm = not meaningful

Exhibit 12

UnionBanCal Corporation and Subsidiaries On an Operating Earnings Basis (reference to exhibit 3) (1)

Noninterest Income (Unaudited)

Percentage Change to For the Three Months Ended Dec. 31, 2004 From ----------------------------- ---------------- (Dollars in Dec. 31, Sept. 30, Dec. 31, Dec. 31, Sept. 30, thousands) 2003 2004 2004 2003 2004 -------------------- --------- --------- --------- ------- -------- Service charges on deposit accounts $79,356 $87,555 $83,487 5.21 % (4.65)% Trust and investment management fees 35,102 39,089 41,384 17.90 5.87 Insurance commissions 17,596 17,463 20,024 13.80 14.67 International commissions and fees 18,000 18,906 18,844 4.69 (0.33) Merchant banking fees 9,469 11,682 12,783 35.00 9.42 Foreign exchange gains, net 8,534 8,548 8,330 (2.39) (2.55) Brokerage commissions and fees 7,141 8,527 8,216 15.05 (3.65) Card processing fees, net 8,163 4,653 5,246 (35.73) 12.74 Securities gains (losses), net 2,267 (6) (13,697) nm nm Gain (loss) on private capital investments, net (196) 467 18,520 nm nm Other 18,409 19,070 27,999 52.09 46.82 --------- --------- --------- Total noninterest income $203,841 $215,954 $231,136 13.39 % 7.03 % ========= ========= =========

Noninterest Expense (Unaudited)

Percentage Change to For the Three Months Ended Dec. 31, 2004 From ----------------------------- ---------------- (Dollars in Dec. 31, Sept. 30, Dec. 31, Dec. 31, Sept. 30, thousands) 2003 2004 2004 2003 2004 -------------------- --------- --------- --------- ------- -------- Salaries and other compensation $175,256 $181,497 $182,194 3.96 % 0.38 % Employee benefits 31,210 35,270 41,576 33.21 17.88 --------- --------- --------- Salaries and employee benefits 206,466 216,767 223,770 8.38 3.23 Net occupancy 32,430 33,206 35,147 8.38 5.85 Equipment 16,689 16,289 18,825 12.80 15.57 Professional services 10,302 12,375 16,065 55.94 29.82 Software 12,648 13,560 15,357 21.42 13.25 Communications 12,228 12,850 12,604 3.07 (1.91) Advertising and public relations 10,867 7,954 10,947 0.74 37.63 Intangible asset amortization 3,075 5,077 5,689 85.01 12.05 Foreclosed asset expense (income) (56) (10) 685 nm nm Other 53,489 54,323 63,194 18.14 16.33 --------- --------- --------- Total noninterest expense $358,138 $372,391 $402,283 12.33 % 8.03 % ========= ========= =========

-------------------- nm = not meaningful

(1) See exhibit 5 for reconciliation of 'reported earnings' to 'operating earnings'.

Exhibit 13

UnionBanCal Corporation and Subsidiaries On a Reported Earnings Basis (reference to exhibit 3)

Noninterest Income (Unaudited)

Percentage Change to For the Twelve Months Dec. 31, Ended 2004 From ----------------------- ---------- Dec. 31, Dec. 31, Dec. 31, (Dollars in thousands) 2003 2004 2003 --------------------------------- ----------- ----------- --------- Service charges on deposit accounts $311,417 $342,169 9.87 % Trust and investment management fees 136,347 153,083 12.27 Insurance commissions 62,652 77,874 24.30 International commissions and fees 67,582 73,397 8.60 Merchant banking fees 30,990 39,646 27.93 Card processing fees, net 37,520 34,147 (8.99) Foreign exchange gains, net 30,000 33,516 11.72 Brokerage commissions and fees 31,755 33,063 4.12 Securities gains (losses), net 4,062 (12,085) nm Gain on sale of Merchant Card Portfolio - 93,000 nm Gain (loss) on private capital investments, net (128) 26,318 nm Other 82,056 95,177 15.99 ----------- ----------- Total noninterest income $794,253 $989,305 24.56 % =========== ===========

Noninterest Expense (Unaudited)

Percentage Change to For the Twelve Months Dec. 31, Ended 2004 From ----------------------------------- Dec. 31, Dec. 31, Dec. 31, (Dollars in thousands) 2003 2004 2003 --------------------------------- ----------- ----------- --------- Salaries and other compensation $659,589 $709,015 7.49 % Employee benefits 149,215 168,542 12.95 ----------- ----------- Salaries and employee benefits 808,804 877,557 8.50 Net occupancy 124,274 132,108 6.30 Equipment 65,394 69,268 5.92 Software 47,569 54,820 15.24 Communications 52,087 51,899 (0.36) Professional services 48,558 50,033 3.04 Advertising and public relations 39,455 38,442 (2.57) Intangible asset amortization 11,366 19,472 71.32 Foreclosed asset expense (income) (84) 1,211 nm Other 210,930 229,372 8.74 ----------- ----------- Total noninterest expense $1,408,353 $1,524,182 8.22 % =========== ===========

-------------------- nm = not meaningful

Exhibit 14

UnionBanCal Corporation and Subsidiaries On an Operating Earnings Basis (reference to exhibit 4) (1)

Noninterest Income (Unaudited)

Percentage Change to For the Twelve Months Dec.31, Ended 2004 From ----------------------- ---------- Dec. 31, Dec. 31, Dec. 31, (Dollars in thousands) 2003 2004 2003 --------------------------------- ----------- ----------- --------- Service charges on deposit accounts $311,417 $342,169 9.87 % Trust and investment management fees 136,347 153,083 12.27 Insurance commissions 62,652 77,874 24.30 International commissions and fees 67,582 73,397 8.60 Merchant banking fees 30,990 39,646 27.93 Card processing fees, net 37,520 34,147 (8.99) Foreign exchange gains, net 30,000 33,516 11.72 Brokerage commissions and fees 31,755 33,063 4.12 Securities gains (losses), net (4,951) (12,085) 144.09 Gain (loss) on private capital investments, net (128) 26,318 nm Other 82,056 86,642 5.59 ----------- ----------- Total noninterest income $785,240 $887,770 13.06 % =========== ===========

Noninterest Expense (Unaudited)

Percentage Change to For the Twelve Months Dec. 31, Ended 2004 From ----------------------- ---------- Dec. 31, Dec. 31, Dec. 31, (Dollars in thousands) 2003 2004 2003 --------------------------------- ----------- ----------- --------- Salaries and other compensation $659,589 $709,015 7.49 % Employee benefits 149,215 168,542 12.95 ----------- ----------- Salaries and employee benefits 808,804 877,557 8.50 Net occupancy 120,074 132,108 10.02 Equipment 65,394 69,268 5.92 Software 47,569 54,820 15.24 Communications 52,087 51,899 (0.36) Professional services 48,558 50,033 3.04 Advertising and public relations 39,455 38,442 (2.57) Intangible asset amortization 11,366 19,472 71.32 Foreclosed asset expense (income) (84) 1,211 nm Other 203,180 229,372 12.89 ----------- ----------- Total noninterest expense $1,396,403 $1,524,182 9.15 % =========== ===========

-------------------- nm = not meaningful

(1) See exhibit 6 for reconciliation of 'reported earnings' to 'operating earnings'.

--30--AC/sf*

CONTACT: UnionBanCal Corporation John A. Rice, Jr., 415-765-2998 (Investor Relations) Michelle R. Crandall, 415-765-2780 (Investor Relations) Stephen L. Johnson, 415-765-3252 (Public Relations)

KEYWORD: CALIFORNIA INDUSTRY KEYWORD: BANKING EARNINGS CONFERENCE CALLS SOURCE: UnionBanCal Corporation

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