===============================================================================
                                UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON, D.C. 20549

                                  FORM 10-Q

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

                FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2001

                       Commission file number 0-28118

                           UnionBanCal Corporation

         CALIFORNIA                                 94-1234979
  (State of Incorporation)              (I.R.S. Employer Identification No.)

                            400 CALIFORNIA STREET
                    SAN FRANCISCO, CALIFORNIA 94104-1476

                Registrant's telephone number (415) 765-2969

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

  Number of shares of Common Stock outstanding at July 31, 2001: 157,674,414

===============================================================================

<PAGE>
<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES

                               TABLE OF CONTENTS


                                                                                   PAGE
<S>                                                                                 <C>
PART I
FINANCIAL INFORMATION
   Consolidated Financial Highlights..............................................   2
   Item 1. Financial Statements:
      Condensed Consolidated Statements of Income.................................   4
      Condensed Consolidated Balance Sheets.......................................   5
      Condensed Consolidated Statements of Changes in Shareholders' Equity........   6
      Condensed Consolidated Statements of Cash Flows.............................   7
      Notes to Condensed Consolidated Financial Statements........................   8
   Item 2. Management's Discussion and Analysis:
      Introduction................................................................  14
      Summary.....................................................................  14
      Business Segments...........................................................  17
      Net Interest Income.........................................................  27
      Noninterest Income..........................................................  30
      Noninterest Expense.........................................................  32
      Income Tax Expense..........................................................  33
      Loans.......................................................................  34
      Cross-Border Outstandings...................................................  35
      Provision for Credit Losses.................................................  35
      Allowance for Credit Losses.................................................  36
      Nonperforming Assets........................................................  40
      Loans 90 Days or More Past Due and Still Accruing...........................  40
      Liquidity...................................................................  40
      Regulatory Capital..........................................................  41
      Certain Business Risk Factors...............................................  42
   Item 3. Market Risk............................................................  45
PART II
OTHER INFORMATION
   Item 4. Other Information......................................................  46
   Item 6. Exhibits and Reports on Form 8-K.......................................  46
Signatures........................................................................  47
</TABLE>


<PAGE>

                         PART I. FINANCIAL INFORMATION
<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                       CONSOLIDATED FINANCIAL HIGHLIGHTS
                                  (UNAUDITED)

                                                                                                            PERCENT CHANGE TO
                                                              FOR THE THREE MONTHS ENDED                   JUNE 30, 2001 FROM:
                                                   --------------------------------------------------  --------------------------
                                                      JUNE 30,          MARCH 31,           JUNE 30,     JUNE 30,      MARCH 31,
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)           2000               2001               2001         2000           2001
---------------------------------------------      -----------         -----------        -----------  -----------    -----------
<S>                                                <C>                 <C>                <C>          <C>            <C>
RESULTS OF OPERATIONS:
   Net interest income(1)....................      $   396,929         $   387,883        $   379,313      (4.44)%        (2.21)%
   Provision for credit losses...............           70,000             100,000             65,000      (7.14)        (35.00)
   Noninterest income........................          173,070             180,807            168,391      (2.70)         (6.87)
   Noninterest expense, excluding
      restructuring credit...................          290,319             307,485            307,452       5.90          (0.01)
   Restructuring credit......................           (8,000)                 --                 --    (100.00)            --
                                                   -----------         -----------        -----------
   Income before income taxes(1).............          217,680             161,205            175,252     (19.49)          8.71
   Taxable-equivalent adjustment.............              637                 622                590      (7.38)         (5.14)
   Income tax expense........................           75,628              53,296             57,512     (23.95)          7.91
                                                   -----------         -----------        -----------
   Net income................................      $   141,415         $   107,287        $   117,150     (17.16)%         9.19%
                                                   ===========         ===========        ===========
PER COMMON SHARE:
   Net income--basic..........................     $      0.87         $      0.68        $      0.74     (14.94)%         8.82%
   Net income--diluted........................            0.87                0.67               0.74     (14.94)         10.45
   Dividends(2)..............................             0.25                0.25               0.25         --             --
   Book value (end of period)................            19.42               21.02              21.37      10.04           1.67
   Common shares outstanding (end of period).      161,604,417         158,567,213        157,839,218      (2.33)         (0.46)
   Weighted average common shares
outstanding--basic............................     162,231,696         158,893,347        158,180,799      (2.50)         (0.45)
   Weighted average common shares
outstanding--diluted..........................     162,660,994         159,269,148        158,881,633      (2.32)         (0.24)
BALANCE SHEET (END OF PERIOD):
   Total assets..............................      $33,895,037         $35,823,362        $35,758,632       5.50%         (0.18)%
   Total loans...............................       26,373,044          25,976,936         25,656,247      (2.72)         (1.23)
   Nonaccrual loans..........................          203,201             430,845            453,422     123.14           5.24
   Nonperforming assets......................          228,981             438,980            460,116     100.94           4.81
   Total deposits............................       25,733,981          27,208,128         27,700,624       7.64           1.81
   Subordinated capital notes................          298,000             200,000            200,000     (32.89)            --
   Trust preferred securities................          350,000             366,526            364,269       4.08          (0.62)
   Common equity.............................        3,138,690           3,332,998          3,373,564       7.48           1.22
BALANCE SHEET (PERIOD AVERAGE):
   Total assets..............................      $33,846,445         $34,427,990        $34,589,322       2.19%          0.47%
   Total loans...............................       26,441,412          26,417,626         26,114,389      (1.24)         (1.15)
   Earning assets............................       30,575,062          31,067,895         31,272,909       2.28           0.66
   Total deposits............................       25,476,764          25,767,673         26,641,335       4.57           3.39
   Common equity.............................        3,085,227           3,337,940          3,406,324      10.41           2.05
FINANCIAL RATIOS:
   Return on average assets(3)...............             1.68%               1.26%              1.36%
   Return on average common equity(3)........            18.44               13.04              13.79
   Efficiency ratio(4).......................            49.52               54.07              56.13
   Net interest margin(1)....................             5.21                5.04               4.86
   Dividend payout ratio.....................            28.74               36.76              33.78
   Tangible equity ratio.....................             9.13                9.16               9.30
   Tier 1 risk-based capital ratio...........            10.23               10.49              10.85
   Total risk-based capital ratio............            12.05               12.32              12.70
   Leverage ratio............................            10.26               10.22              10.33
   Allowance for credit losses to total loans             1.90                2.47               2.44
   Allowance for credit losses to nonaccrual
      loans..................................           246.42              149.09             138.18
   Net loans charged off to average total
      loans(3)...............................             0.80                1.10               1.24
   Nonperforming assets to total loans,
      distressed loans held for sale, and
      foreclosed assets......................             0.87                1.69               1.79
   Nonperforming assets to total assets......             0.68                1.23               1.29

-----------
<FN>
(1)      Amounts are on a taxable-equivalent basis using the federal statutory
         tax rate of 35 percent.
(2)      Dividends per share reflect  dividends  declared on UnionBanCal
         Corporation's  common stock outstanding as of the declaration date.
(3)      Annualized.
(4)      The efficiency ratio is noninterest expense, excluding foreclosed asset
         expense, as a percentage of net interest income (taxable-equivalent)
         and noninterest income.
</FN>
</TABLE>
                                       2
<PAGE>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                        CONSOLIDATED FINANCIAL HIGHLIGHTS
                                   (UNAUDITED)
<TABLE>
<CAPTION>

                                                                                                  AS OF AND FOR THE
                                                                                                  SIX MONTHS ENDED
                                                                                    -------------------------------------------
                                                                                      JUNE 30,          JUNE 30,       PERCENT
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                                           2000              2001         CHANGE
---------------------------------------------                                       -----------        -----------   ----------
<S>                                                                                 <C>                <C>             <C>
RESULTS OF OPERATIONS:
   Net interest income(1)......................................................     $   783,106        $   767,196       (2.03)%
   Provision for credit losses.................................................         110,000            165,000       50.00
   Noninterest income..........................................................         325,080            349,198        7.42
   Noninterest expense, excluding restructuring credit.........................         557,357            614,937       10.33
   Restructuring credit........................................................         (19,000)                --     (100.00)
                                                                                    -----------        -----------
   Income before income taxes(1)...............................................         459,829            336,457      (26.83)
   Taxable-equivalent adjustment...............................................           1,292              1,212       (6.19)
   Income tax expense..........................................................         158,651            110,808      (30.16)
                                                                                    -----------        -----------
   Net income..................................................................     $   299,886        $   224,437      (25.16)%
                                                                                    ===========        ===========
PER COMMON SHARE:
   Net income--basic............................................................    $      1.84        $      1.42      (22.83)%
   Net income--diluted..........................................................           1.83               1.41      (22.95)
   Dividends(2)................................................................            0.50               0.50          --
   Book value (end of period)..................................................           19.42              21.37       10.04
   Common shares outstanding (end of period)...................................     161,604,417        157,839,218       (2.33)
   Weighted average common shares outstanding--basic............................    163,017,375        158,535,105       (2.75)
   Weighted average common shares outstanding--diluted..........................    163,606,186        158,975,932       (2.83)
BALANCE SHEET (END OF PERIOD):
   Total assets................................................................     $33,895,037        $35,758,632        5.50%
   Total loans.................................................................      26,373,044         25,656,247       (2.72)
   Nonaccrual loans............................................................         203,201            453,422      123.14
   Nonperforming assets........................................................         228,981            460,116      100.94
   Total deposits..............................................................      25,733,981         27,700,624        7.64
   Subordinated capital notes..................................................         298,000            200,000      (32.89)
   Trust preferred securities..................................................         350,000            364,269        4.08
   Common equity...............................................................       3,138,690          3,373,564        7.48
BALANCE SHEET (PERIOD AVERAGE):
   Total assets................................................................     $33,434,301        $34,509,101        3.21%
   Total loans.................................................................      26,227,565         26,265,170        0.14
   Earning assets..............................................................      30,201,073         31,171,142        3.21
   Total deposits..............................................................      25,278,692         26,206,917        3.67
   Common equity...............................................................       3,049,985          3,372,321       10.57
FINANCIAL RATIOS:
   Return on average assets(3).................................................            1.80%              1.31%
   Return on average common equity(3)..........................................           19.77              13.42
   Efficiency ratio(4).........................................................           48.58              55.08
   Net interest margin(1)......................................................            5.21               4.94
   Dividend payout ratio.......................................................           27.17              35.21
   Tangible equity ratio.......................................................            9.13               9.30
   Tier 1 risk-based capital ratio.............................................           10.23              10.85
   Total risk-based capital ratio..............................................           12.05              12.70
   Leverage ratio..............................................................           10.26              10.33
   Allowance for credit losses to total loans..................................            1.90               2.44
   Allowance for credit losses to nonaccrual loans.............................          246.42             138.18
   Net loans charged off to average total loans(3).............................            0.61               1.17
   Nonperforming assets to total loans, distressed loans held for sale, and
      foreclosed assets........................................................            0.87               1.79
   Nonperforming assets to total assets........................................            0.68               1.29

-----------
<FN>
(1)      Amounts are on a taxable-equivalent basis using the federal statutory
         tax rate of 35 percent.
(2)      Dividends per share reflect dividends declared on UnionBanCal
         Corporation's common stock outstanding as of the declaration date.
(3)      Annualized.
(4)      The efficiency ratio is noninterest expense, excluding foreclosed asset
         expense, as a percentage of net interest income (taxable-equivalent)
         and noninterest income.
</FN>
</TABLE>
                                       3

<PAGE>

ITEM 1.  FINANCIAL STATEMENTS

<TABLE>
<CAPTION>

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



                                                                      FOR THE THREE MONTHS             FOR THE SIX MONTHS
                                                                         ENDED JUNE 30,                  ENDED JUNE 30,
                                                                   -------------------------      --------------------------
(AMOUNTS IN THOUSANDS, EXCEPT PER SHARE DATA)                        2000             2001            2000            2001
---------------------------------------------                      --------         --------      ----------      ----------
<S>                                                                <C>              <C>           <C>             <C>
INTEREST INCOME
   Loans.........................................................  $560,516         $486,928      $1,099,332      $1,023,417
   Securities....................................................    56,446           71,210         106,983         138,518
   Interest bearing deposits in banks............................     2,563              661           4,747           1,627
   Federal funds sold and securities purchased under resale
      agreements.................................................     2,082            2,158           5,101           3,187
   Trading account assets........................................     4,777            2,164           8,035           5,064
                                                                   --------         --------      ----------      ----------
      Total interest income......................................   626,384          563,121       1,224,198       1,171,813
                                                                   --------         --------      ----------      ----------
INTEREST EXPENSE
   Domestic deposits.............................................   138,629          125,426         266,218         260,543
   Foreign deposits..............................................    24,441           19,447          51,366          44,990
   Federal funds purchased and securities sold under repurchase
      agreements.................................................    26,865           10,622          45,389          36,422
   Commercial paper..............................................    23,364           14,625          44,932          35,038
   Subordinated capital notes....................................     5,081            2,535           9,937           5,731
   UnionBanCal Corporation--obligated mandatorily redeemable
      preferred securities of subsidiary grantor trust...........     6,490            5,367          13,374          11,389
   Other borrowed funds..........................................     5,222            6,376          11,168          11,716
                                                                   --------         --------      ----------      ----------
      Total interest expense.....................................   230,092          184,398         442,384         405,829
                                                                   --------         --------      ----------      ----------
NET INTEREST INCOME..............................................   396,292          378,723         781,814         765,984
   Provision for credit losses...................................    70,000           65,000         110,000         165,000
                                                                   --------         --------      ----------      ----------
      Net interest income after provision for credit losses......   326,292          313,723         671,814         600,984
                                                                   --------         --------      ----------      ----------
NONINTEREST INCOME
   Service charges on deposit accounts...........................    52,645           61,852         100,208         118,872
   Trust and investment management fees..........................    37,388           39,234          76,188          78,915
   Merchant transaction processing fees..........................    18,438           20,266          35,533          39,332
   International commissions and fees............................    18,415           18,125          35,451          35,235
   Merchant banking fees.........................................    11,109            9,681          25,328          18,929
   Brokerage commissions and fees................................     9,263            9,063          18,693          17,978
   Securities gains, net.........................................    10,018            3,751           5,700           6,017
   Other.........................................................    15,794            6,419          27,979          33,920
                                                                   --------         --------      ----------      ----------
      Total noninterest income...................................   173,070          168,391         325,080         349,198
                                                                   --------         --------      ----------      ----------
NONINTEREST EXPENSE
   Salaries and employee benefits................................   153,062          164,584         292,256         329,071
   Net occupancy.................................................    22,010           23,837          44,694          46,596
   Equipment.....................................................    16,710           15,469          32,004          31,267
   Merchant transaction processing...............................    12,644           13,449          24,360          26,363
   Communications................................................    10,745           11,806          21,312          23,508
   Professional services.........................................    10,556           11,349          18,518          19,173
   Data processing...............................................     8,975            9,101          17,622          18,050
   Foreclosed asset expense......................................        56               48              21              61
   Restructuring credit..........................................    (8,000)              --         (19,000)             --
   Other.........................................................    55,561           57,809         106,570         120,848
                                                                   --------         --------      ----------      ----------
      Total noninterest expense..................................   282,319          307,452         538,357         614,937
                                                                   --------         --------      ----------      ----------
   Income before income taxes....................................   217,043          174,662         458,537         335,245
   Income tax expense............................................    75,628           57,512         158,651         110,808
                                                                   --------         --------      ----------      ----------
NET INCOME.......................................................  $141,415         $117,150      $  299,886      $  224,437
                                                                   ========         ========      ==========      ==========
NET INCOME PER COMMON SHARE--BASIC................................ $   0.87         $   0.74      $     1.84      $     1.42
                                                                   ========         ========      ==========      ==========
NET INCOME PER COMMON SHARE--DILUTED.............................. $   0.87         $   0.74      $     1.83      $     1.41
                                                                   ========         ========      ==========      ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--BASIC.................  162,232          158,181         163,017         158,535
                                                                   ========         ========      ==========      ==========
WEIGHTED AVERAGE COMMON SHARES OUTSTANDING--DILUTED...............  162,661          158,882         163,606         158,976
                                                                   ========         ========      ==========      ==========

</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       4
<PAGE>

<TABLE>
<CAPTION>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  (UNAUDITED)


                                                                               (UNAUDITED)                      (UNAUDITED)
                                                                                 JUNE 30,      DECEMBER 31,       JUNE 30,
(DOLLARS IN THE THOUSANDS)                                                         2000            2000             2001
-------------------------------------------------------------------------      -----------     -----------      -----------
<S>                                                                            <C>             <C>              <C>
ASSETS
Cash and due from banks..................................................      $ 2,232,750     $ 2,957,103      $ 2,223,197
Interest bearing deposits in banks.......................................          182,408          73,936           51,510
Federal funds sold and securities purchased under resale agreements......           64,980         291,940        1,491,000
                                                                               -----------     -----------      -----------
   Total cash and cash equivalents.......................................        2,480,138       3,322,979        3,765,707
Trading account assets...................................................          273,797         339,695          301,744
Securities available for sale:
   Securities pledged as collateral......................................               --         593,686          287,881
   Held in portfolio.....................................................        3,470,780       3,533,984        4,569,015
Securities held to maturity (market value: June 30, 2000, $23,993;
   December 31, 2000, $23,302)...........................................           25,151          23,529               --
Loans (net of allowance for credit losses: June 30, 2000, $500,731;
   December 31, 2000, $613,902; June 30, 2001, $626,537).................       25,872,313      25,396,496       25,029,710
Due from customers on acceptances........................................          256,834         268,116          167,309
Premises and equipment, net..............................................          424,898         474,279          483,865
Other assets.............................................................        1,091,126       1,209,711        1,153,401
                                                                               -----------     -----------      -----------
   Total assets..........................................................      $33,895,037     $35,162,475      $35,758,632
                                                                               ===========     ===========      ===========
LIABILITIES
Domestic deposits:
   Noninterest bearing...................................................      $ 9,846,855     $10,916,710      $11,247,828
   Interest bearing......................................................       14,003,065      13,986,774       14,267,659
Foreign deposits:
   Noninterest bearing...................................................          331,825         323,783          342,656
   Interest bearing......................................................        1,552,236       2,055,916        1,842,481
                                                                               -----------     -----------      -----------
   Total deposits........................................................       25,733,981      27,283,183       27,700,624
Federal funds purchased and securities sold under repurchase agreements..        1,640,265       1,387,667          713,056
Commercial paper.........................................................        1,431,737       1,385,771        1,416,432
Other borrowed funds.....................................................          262,662         249,469          702,511
Acceptances outstanding..................................................          256,834         268,116          167,309
Other liabilities........................................................          782,868         826,704        1,120,867
Subordinated capital notes...............................................          298,000         200,000          200,000
UnionBanCal Corporation--obligated mandatorily redeemable preferred
   securities of subsidiary grantor trust................................          350,000         350,000          364,269
                                                                               -----------     -----------      -----------
   Total liabilities.....................................................       30,756,347      31,950,910       32,385,068
                                                                               -----------     -----------      -----------
Commitments and contingencies
SHAREHOLDERS' EQUITY
Preferred stock:
   Authorized 5,000,000 shares, no shares issued or outstanding as of
      June 30, 2000, December 31, 2000, and June 30, 2001................               --              --               --
Common stock--no stated value:
   Authorized 300,000,000 shares, issued 161,604,417 shares as of June 30,
      2000, 159,234,454 shares as of December 31, 2000, and 157,839,218
      shares as of June 30, 2001.........................................        1,327,509       1,275,587        1,232,759
Retained earnings........................................................        1,845,037       1,906,093        2,052,159
Accumulated other comprehensive income (loss)............................          (33,856)         29,885           88,646
                                                                               -----------     -----------      -----------
   Total shareholders' equity............................................        3,138,690       3,211,565        3,373,564
                                                                               -----------     -----------      -----------
   Total liabilities and shareholders' equity............................      $33,895,037     $35,162,475      $35,758,632
                                                                               ===========     ===========      ===========

</TABLE>


     See accompanying notes to condensed consolidated financial statements.


                                       5
<PAGE>

<TABLE>
<CAPTION>

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


                                                                                         FOR THE SIX MONTHS ENDED JUNE 30,
                                                                               ----------------------------------------------------
(DOLLARS IN THOUSANDS)                                                                   2000                         2001
-----------------------------------------------------------------------        -----------------------      -----------------------
<S>                                                                            <C>            <C>           <C>            <C>
COMMON STOCK
   Balance, beginning of period........................................        $1,404,155                   $1,275,587
   Dividend reinvestment plan..........................................                22                           22
   Deferred compensation--restricted stock awards......................               (68)                         (17)
   Stock options exercised.............................................             1,239                        3,841
   Common stock repurchased............................................           (77,839)                     (46,674)
                                                                               ----------                   ----------
      Balance, end of period...........................................        $1,327,509                   $1,232,759
                                                                               ----------                   ----------
RETAINED EARNINGS
   Balance, beginning of period........................................        $1,625,263                   $1,906,093
   Net income..........................................................           299,886     $299,886         224,437     $224,437
   Dividends on common stock(1)........................................           (81,433)                     (79,166)
   Deferred compensation--restricted stock awards.......................            1,321                          795
                                                                               ----------                   ----------
      Balance, end of period...........................................        $1,845,037                   $2,052,159
                                                                               ----------                   ----------
ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)
   Balance, beginning of period........................................        $  (41,950)                  $   29,885
   Cumulative effect of accounting change (SFAS No. 133)(2), net of tax
      expense of $13,754...............................................                                                      22,205
   Unrealized net gains on cash flow hedges, net of tax expense of
      $20,825 in the first six months of 2001..........................                             --                       33,620
   Less: reclassification adjustment for net gains on cash flow hedges
      included in net income, net of tax expense of $4,900 in the first
      six months of 2001...............................................                             --                       (7,911)
                                                                                              --------                     --------
   Net unrealized gains on cash flow hedges............................                             --                       25,709
   Unrealized holding gains arising during the period on securities
      available for sale, net of tax expense of $6,922 and $9,434 in
      the first six months of 2000 and 2001, respectively..............                         11,174                       15,230
   Less: reclassification adjustment for gains on securities available
      for sale included in net income, net of tax expense of $2,180 and
      $2,302 in the first six months of 2000 and 2001, respectively....                         (3,520)                      (3,715)
                                                                                              --------                     --------
   Net unrealized gains on securities available for sale...............                          7,654                       11,515
   Foreign currency translation adjustment, net of tax expense
      (benefit) of $273 and $(414) in the first six months of 2000 and
      2001, respectively...............................................                            440                         (668)
                                                                                              --------                     --------
   Other comprehensive income..........................................             8,094        8,094          58,761       58,761
                                                                               ----------     --------      ----------     --------
   Total comprehensive income..........................................                       $307,980                     $283,198
                                                                                              ========                     ========
      Balance, end of period...........................................        $  (33,856)                  $   88,646
                                                                               ----------                   ----------
        TOTAL SHAREHOLDERS' EQUITY.....................................        $3,138,690                   $3,373,564
                                                                               ==========                   ==========

-----------
<FN>
(1)   Dividends per share were $0.50 for the first six months of 2000 and 2001.
      Dividends are based on UnionBanCal Corporation's shares outstanding as of
      the declaration date.

(2)   Statement of Financial Accounting Standards No. 133, "Accounting For
      Derivative Instruments and Hedging Activities"
</FN>
</TABLE>

   See accompanying notes to condensed consolidated financial statements.

                                       6

<PAGE>

<TABLE>
<CAPTION>

                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  (UNAUDITED)

                                                                                                    FOR THE SIX MONTHS
                                                                                                       ENDED JUNE 30,
                                                                                                --------------------------
(DOLLARS IN THOUSANDS)                                                                              2000           2001
--------------------------------------------------------------------------------------------    ----------      ----------
<S>                                                                                             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income...............................................................................    $  299,886      $  224,437
   Adjustments to reconcile net income to net cash provided by operating activities:
      Provision for credit losses...........................................................       110,000         165,000
      Depreciation, amortization and accretion..............................................        35,823          40,167
      Provision for deferred income taxes...................................................        24,771          21,076
      Gain on sales of securities available for sale........................................        (5,700)         (6,017)
      Utilization in excess of restructuring charge.........................................       (39,335)         (7,325)
      Net decrease (increase) in trading account assets.....................................       (93,862)         37,951
      Other, net............................................................................       (46,412)        379,628
                                                                                                ----------      ----------
      Total adjustments.....................................................................       (14,715)        630,480
                                                                                                ----------      ----------
   Net cash provided by operating activities................................................       285,171         854,917
                                                                                                ----------      ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
   Proceeds from sales of securities available for sale.....................................       388,049         272,827
   Proceeds from matured and called securities available for sale...........................       464,584         367,840
   Purchases of securities available for sale...............................................    (1,094,623)     (1,328,816)
   Proceeds from matured and called securities held to maturity.............................        21,380              --
   Net decrease (increase) in loans.........................................................      (562,725)        205,234
   Other, net...............................................................................       (29,628)        (35,464)
                                                                                                ----------      ----------
      Net cash used in investing activities.................................................      (812,963)       (518,379)
                                                                                                ----------      ----------
CASH FLOWS FROM FINANCING ACTIVITIES:
   Net increase (decrease) in deposits......................................................      (522,626)        417,441
   Net increase (decrease) in federal funds purchased and securities sold under repurchase
      agreements............................................................................       483,466        (674,611)
   Net increase in commercial paper and other borrowed funds................................        45,645         483,703
   Common stock repurchased.................................................................       (77,839)        (46,674)
   Payments of cash dividends...............................................................       (82,027)        (79,502)
   Other, net...............................................................................         1,701          17,464
                                                                                                ----------      ----------
      Net cash provided by (used in) financing activities...................................      (151,680)        117,821
                                                                                                ----------      ----------
Net increase (decrease) in cash and cash equivalents........................................      (679,472)        454,359
Cash and cash equivalents at beginning of period............................................     3,158,133       3,322,979
Effect of exchange rate changes on cash and cash equivalents................................         1,477         (11,631)
                                                                                                ----------      ----------
Cash and cash equivalents at end of period..................................................    $2,480,138      $3,765,707
                                                                                                ==========      ==========


CASH PAID DURING THE PERIOD FOR:
   Interest.................................................................................    $  431,552      $  432,648
   Income taxes.............................................................................        91,202          34,485
SUPPLEMENTAL SCHEDULE OF NONCASH INVESTING AND FINANCING ACTIVITIES:
   Loans transferred to foreclosed assets (OREO) and/or distressed loans held for sale......    $   25,286      $    6,242
   Securities transferred from held to maturity to available for sale.......................            --          23,529
   Dividends declared but unpaid............................................................        40,530          39,496
</TABLE>

     See accompanying notes to condensed consolidated financial statements.

                                       7

<PAGE>


                    UNIONBANCAL CORPORATION AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 JUNE 30, 2001
                                  (UNAUDITED)


NOTE 1--BASIS OF PRESENTATION AND NATURE OF OPERATIONS

     The unaudited condensed  consolidated  financial  statements of UnionBanCal
Corporation and subsidiaries (the Company) have been prepared in accordance with
accounting  principles  generally  accepted in the United  States of America (US
GAAP) for interim financial reporting and the instructions to Form 10-Q and Rule
10-01 of  Regulation  S-X of the Rules and  Regulations  of the  Securities  and
Exchange  Commission.  However,  they  do not  include  all  of the  disclosures
necessary  for annual  financial  statements  in  conformity  with US GAAP.  The
results of  operations  for the period  ended June 30, 2001 are not  necessarily
indicative of the operating results anticipated for the full year.  Accordingly,
these unaudited condensed  consolidated  financial  statements should be read in
conjunction with the audited  consolidated  financial statements included in the
Company's  Form 10-K for the year ended  December 31, 2000.  The  preparation of
financial statements in conformity with US GAAP also requires management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the financial  statements and the reported amounts of revenue and expense during
the reporting period. Actual results could differ from those estimates.

     In July 2000 and April 2001, the Company  announced stock  repurchase plans
of $100 million each. Between July 2000 and March 2001, the Company  repurchased
$69 million in common stock and between  April 2001 and June 2001, an additional
$25 million in common stock was  repurchased.  As of June 30, 2001, $106 million
of common stock  authorized is available for  repurchase.  At June 30, 2001, The
Bank of Tokyo-Mitsubishi, Ltd. (BTM) owned 67 percent of the Company.

     On January 1, 2000, the Company changed the method it uses to calculate the
market-related value of its pension plan assets. This change increased the value
of plan assets on which the expected returns are based and,  therefore,  results
in lower net periodic  pension cost.  This change in  methodology  resulted in a
one-time credit to salaries and employee  benefits of $16.0 million.  The impact
on future years is not considered significant.

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

NOTE 2--RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

     In September 2000, the Financial  Accounting  Standards Board (FASB) issued
Statement of Financial  Accounting  Standards  (SFAS) No. 140,  "Accounting  for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,"
which replaces SFAS No. 125. The Statement  revises the standards for accounting
for the  securitization  and other transfers of financial assets and collateral,
and  requires  certain  disclosures,  but  carries  over most of SFAS No.  125's
provisions without  reconsideration.  SFAS No.140 is effective for transfers and
servicing of financial assets and extinguishments of liabilities occurring after
March 31, 2001. The adoption of these  components of SFAS No. 140 did not have a
material  impact on the Company's  financial  position or results of operations.
SFAS No. 140 must be applied prospectively. For recognition and reclassification
of collateral and for disclosures  relating to  securitization  transactions and
collateral,  this Statement was adopted as of December 31, 2000 and did not have
a material impact on the Company's financial position.

     In June 2001,  the FASB issued SFAS No. 141,  "Business  Combinations"  and
SFAS No. 142, "Goodwill and Other Intangible Assets." SFAS No. 141 requires that
all business  combinations  be accounted  for by a single  method--the  purchase
method. This Statement  eliminates the  pooling-of-interests  method but carries
forward  without  reconsideration  the guidance in Accounting  Principles  Board
Opinion  No.  16,  "Business  Combinations"  and SFAS No.  38,  "Accounting  for
Preacquisition   Contingencies   of  Purchased

                                       8
<PAGE>

NOTE 2 - RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (CONTINUED)

Enterprises"  related to the  application of the purchase  method of accounting.
The  provisions  of SFAS No. 141 apply to all  business  combinations  initiated
after June 30,  2001,  and all  business  combinations  accounted  for using the
purchase  method for which the date of  acquisition  is July 1, 2001,  or later.
SFAS No.  142  significantly  changes  the  accounting  for  goodwill  and other
intangible assets subsequent to their initial recognition. SFAS No. 142 requires
that goodwill and some intangible assets no longer be amortized,  but tested for
impairment  at least  annually by comparing  the fair value of those assets with
their  recorded  amounts.  SFAS No. 142 is effective for fiscal years  beginning
after December 15, 2001 and must be adopted at the beginning of the fiscal year.
However,  goodwill and  intangible  assets  acquired in a transaction  completed
after June 30, 2001, but before SFAS No. 142 is adopted,  would be accounted for
in  accordance  with the  amortization  and  nonamortization  provisions of this
statement.  Upon  adoption  on January 1, 2002,  the  amortization  of  existing
goodwill  will  cease and a  transitional  impairment  test  will be  performed.
Impairment  loss  at  adoption,  if any,  will  be  recognized  as a  change  in
accounting  principle.  Management  believes that at adoption,  SFAS No. 141 and
SFAS No. 142 will not have a material impact on the Company's financial position
or results of operations.  Upon  adoption,  goodwill  amortization  for the year
ending  December  31, 2002 will be reduced by $12.5  million  and no  previously
acquired goodwill is expected to be impaired.

NOTE 3--EARNINGS PER SHARE

     Basic  earnings  per share (EPS) is computed by dividing  net income by the
weighted average number of common shares outstanding during the period.  Diluted
EPS incorporates the dilutive effect of common stock equivalents  outstanding on
an average basis during the period. Stock options are a common stock equivalent.
The following table presents a  reconciliation  of basic and diluted EPS for the
three months and six months ended June 30, 2000 and 2001:

<TABLE>
<CAPTION>

                                           THREE MONTHS ENDED JUNE 30,                        SIX MONTHS ENDED JUNE 30,
                                  ---------------------------------------------   -----------------------------------------------
                                         2000                     2001                    2000                      2001
                                  --------------------    ---------------------    ---------------------     --------------------
(AMOUNTS IN THOUSANDS, EXCEPT
 PER SHARE DATA)                  BASIC       DILUTED      BASIC       DILUTED      BASIC       DILUTED       BASIC      DILUTED
-------------------------------- --------     --------    --------     --------    --------     --------     --------    --------
<S>                              <C>          <C>         <C>          <C>         <C>          <C>          <C>         <C>
Net Income...................... $141,415     $141,415    $117,150     $117,150    $299,886     $299,886     $224,437    $224,437
                                 ========     ========    ========     ========    ========     ========     ========    ========
Weighted average common shares
   outstanding..................  162,232      162,232     158,181      158,181     163,017      163,017      158,535     158,535
Additional shares due to:
  Assumed conversion of
  dilutive stock options........       --          429          --          701          --          589           --         441
                                 --------     --------    --------     --------    --------     --------     --------    --------
Adjusted weighted average common
   shares outstanding...........  162,232      162,661     158,181      158,882     163,017      163,606      158,535     158,976
                                 ========     ========    ========     ========    ========     ========     ========    ========
Net income per share............ $   0.87     $   0.87    $   0.74     $   0.74    $   1.84     $   1.83     $   1.42    $   1.41
                                 ========     ========    ========     ========    ========     ========     ========    ========

</TABLE>







                                       9

<PAGE>

NOTE 4--COMPREHENSIVE INCOME

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

<TABLE>
<CAPTION>

                                                    NET UNREALIZED GAINS
                                                    (LOSSES) ON SECURITIES         FOREIGN CURRENCY        NET UNREALIZED GAINS
                                                     AVAILABLE FOR SALE        TRANSLATION ADJUSTMENT      ON CASH FLOW HEDGES
                                                    ---------------------      ----------------------      --------------------
                                                                            FOR THE SIX MONTHS ENDED JUNE 30,
                                                    ---------------------------------------------------------------------------
(DOLLARS IN THOUSANDS)                                 2000        2001          2000           2001        2000         2001
--------------------------------------------------  --------      -------      -------       --------     -------       -------
<S>                                                 <C>           <C>          <C>           <C>          <C>           <C>
Beginning balance.................................  $(32,548)     $41,879      $(8,713)      $(11,191)    $    --       $    --
Cumulative effect of accounting change, net of tax        --           --           --             --          --        22,205
Change during the period..........................     7,654       11,515          440           (668)         --        25,709
                                                    --------      -------      --------      ---------    -------       -------
Ending balance....................................  $(24,894)     $53,394      $(8,273)      $(11,859)    $    --       $47,914
                                                    ========      =======      =======       ========     =======       =======
</TABLE>

<TABLE>
<CAPTION>

                                                                                                             ACCUMULATED OTHER
                                                                                   MINIMUM PENSION          COMPREHENSIVE INCOME
                                                                                LIABILITY ADJUSTMENT               (LOSS)
                                                                                --------------------     -------------------------
                                                                                           FOR THE SIX MONTHS ENDED JUNE 30,
                                                                                --------------------------------------------------
(DOLLARS IN THOUSANDS)                                                            2000        2001          2000             2001
-----------------------------------------------------------------------------   -------     -------       --------         -------
<S>                                                                             <C>         <C>           <C>              <C>
Beginning balance............................................................   $  (689)    $  (803)      $(41,950)        $29,885
Cumulative effect of accounting change, net of tax...........................        --          --             --          22,205
Change during the period.....................................................        --          --          8,094          36,556
                                                                                -------     -------       --------         -------
Ending balance...............................................................   $  (689)    $  (803)      $(33,856)        $88,646
                                                                                =======     =======       ========         =======
</TABLE>

NOTE 5--BUSINESS SEGMENTS

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

     o  The Community Banking and Investment  Services Group offers a full range
        of banking  services,  primarily to  individuals  and small  businesses,
        delivered  through a  tri-state  network of  branches  and ATM's.  These
        services include  commercial  loans,  mortgages and home equity lines of
        credit,  consumer loans, deposit services and cash management as well as
        fiduciary, private banking, investment and asset management services for
        individuals and institutions.

     o  The Commercial  Financial  Services Group  primarily  provides  tailored
        credit and cash management services to large corporate and middle market
        companies.  Services  include  commercial  loans,  asset based  lending,
        commercial  real estate  lending,  leasing and a  comprehensive  product
        array of deposit and cash management services.

     o  The  International  Banking  Group  provides  trade-finance  products to
        banks, and extends primarily  short-term credit to corporations  engaged
        in international  business. The group's revenue predominately relates to
        foreign customers.

     o  The Global  Markets Group manages the  Company's  securities  portfolio,
        trading  operations,  wholesale  funding  needs,  and interest  rate and
        liquidity risk.

     The information,  set forth in the tables on the following pages,  reflects
selected income  statement  items and a selected  balance sheet item by business
unit.  The  information  presented does not  necessarily  represent the business
units' financial condition and results of operations as if they were independent
entities.  Unlike  financial  accounting,  there  is no  authoritative  body  of
guidance for management accounting equivalent to US GAAP. Consequently, reported
results are not necessarily comparable with those presented by other companies.

                                       10
<PAGE>

NOTE 5 - BUSINESS SEGMENTS (CONTINUED)

     The  information  in this table is  derived  from the  internal  management
reporting  system used by management to measure the  performance of the segments
and the Company overall.  The management  reporting system assigns balance sheet
and  income  statement  items  to each  segment  based  on  internal  management
accounting policies. Net interest income is determined by the Company's internal
funds  transfer  pricing  system,  which assigns a cost of funds or a credit for
funds to  assets or  liabilities  based on their  type,  maturity  or  repricing
characteristics.  Noninterest  income and  expense  directly  attributable  to a
segment  are  assigned  to  that  business,  other  than  restructuring  charges
(credits). Indirect costs, such as overhead, operations, and technology expense,
are  allocated  to the  segments  based on  studies of  billable  unit costs for
product or data processing.  Under the Company's risk-adjusted return on capital
(RAROC)  methodology,  credit expense is charged to business segments based upon
expected  losses  arising from credit  risk.  In addition,  the  attribution  of
economic capital is related to unexpected losses arising from credit, market and
operational risks.

     "Other"  is  comprised  of  goodwill,   certain  parent  company   non-bank
subsidiaries,  the  elimination  of the fully  taxable-equivalent  amounts,  the
amount of the provision for credit losses  (over)/under  the RAROC expected loss
for the period, the earnings  associated with the unallocated equity capital and
loan loss reserve,  and the residual costs of support groups, as well as certain
nonrecurring  items such as restructuring  charges  (credits).  In addition,  it
includes two units, the Credit  Management  Group,  which manages  nonperforming
assets,  and the Pacific Rim Corporate Group, which offers financial products to
Asian-owned subsidiaries located in the U.S.

<TABLE>
<CAPTION>

                                             COMMUNITY BANKING
                                               AND INVESTMENT          COMMERCIAL FINANCIAL           INTERNATIONAL
                                               SERVICES GROUP             SERVICES GROUP              BANKING GROUP
                                           ----------------------     ----------------------       --------------------
                                                             AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
                                           ----------------------------------------------------------------------------
                                             2000          2001         2000          2001           2000         2001
------------------------------------       --------      --------     --------      --------       -------      -------
<S>                                        <C>           <C>          <C>           <C>            <C>          <C>
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS):
Total revenue(1)....................       $295,133      $280,895     $239,088      $208,603       $22,225      $22,836
Net income (loss)...................       $ 62,856      $ 51,926     $ 85,841      $ 63,516       $ 3,892      $ 4,350
Total assets at period end
(dollars in millions)...............       $  8,850      $  9,952     $ 18,975      $ 17,198       $ 1,538      $ 1,282


<CAPTION>

                                                   GLOBAL                                              UNIONBANCAL
                                               MARKETS GROUP                   OTHER                   CORPORATION
                                           ----------------------     ----------------------       ---------------------
                                                            AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
                                           -----------------------------------------------------------------------------
                                             2000          2001         2000          2001           2000          2001
------------------------------------       --------      --------     --------      --------       --------     --------
<S>                                        <C>           <C>          <C>           <C>            <C>          <C>
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS):
Total revenue(1)....................       $  2,045      $  5,441     $ 10,871      $ 29,339       $569,362     $547,114
Net income (loss)...................       $ (1,105)     $  2,690     $(10,069)     $ (5,332)      $141,415     $117,150
Total assets at period end
(dollars in millions)...............       $  3,687      $  6,665     $    845      $    662       $ 33,895      $35,759

-----------
<FN>
(1)  Total revenue is comprised of net interest income and noninterest income
</FN>
</TABLE>

                                       11

<PAGE>

<TABLE>
<CAPTION>

                                             COMMUNITY BANKING
                                               AND INVESTMENT          COMMERCIAL FINANCIAL           INTERNATIONAL
                                               SERVICES GROUP             SERVICES GROUP              BANKING GROUP
                                           ----------------------     ----------------------       --------------------
                                                             AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                           ----------------------------------------------------------------------------
                                             2000          2001         2000          2001           2000         2001
------------------------------------       --------      --------     --------      --------       -------      -------
<S>                                        <C>           <C>          <C>           <C>            <C>          <C>
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS):
Total revenue(1)....................       $568,367      $548,210     $456,700      $429,329       $48,276      $47,961
Net income (loss)...................       $117,191      $ 99,000     $162,154      $137,661       $10,156      $10,882
Total assets at period end
(dollars in millions)...............       $  8,850      $  9,952     $ 18,975      $ 17,198       $ 1,538      $ 1,282


<CAPTION>

                                                   GLOBAL                                                UNIONBANCAL
                                               MARKETS GROUP                   OTHER                     CORPORATION
                                           ----------------------     ----------------------       -----------------------
                                                            AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                           -------------------------------------------------------------------------------
                                             2000          2001         2000          2001            2000         2001
------------------------------------       --------      --------     --------      --------       ----------   ----------
<S>                                        <C>           <C>          <C>           <C>            <C>          <C>
RESULTS OF OPERATIONS
(DOLLARS IN THOUSANDS):
Total revenue(1)....................       $  4,608      $ 24,324     $ 28,944      $ 65,358       $1,106,894   $1,115,182
Net income (loss)...................       $ (2,016)     $  6,091     $ 12,401      $(29,197)      $  299,886   $  224,437
Total assets at period end
(dollars in millions)...............       $  3,687      $  6,665     $    845      $    662       $   33,895   $   35,759

-----------
<FN>
(1)  Total revenue is comprised of net interest income and noninterest income
</FN>
</TABLE>


NOTE 6--DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING

     On January 1, 2001,  the  Company  adopted  SFAS No. 133,  "Accounting  for
Derivative Instruments and Hedging Activities", which establishes accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts. All derivatives,  whether designated as
a hedge, or not, are required to be recorded on the balance sheet at fair value.
SFAS No. 133 requires that  derivative  instruments  used to hedge be identified
specifically   to  assets,   liabilities,   firm   commitments   or  anticipated
transactions  and be expected to be effective  throughout the life of the hedge.
Derivative  instruments  that do not qualify as either a fair value or cash flow
hedge are valued at fair value and classified as trading account assets with the
resultant gain or loss recognized in current earnings.  The adoption of SFAS No.
133  resulted in the  recognition  of a loss of $6 million ($4  million,  net of
tax), which is included in noninterest  expense.  Additionally,  the adoption of
SFAS No. 133 resulted in a cumulative effect of a change in accounting principle
on  accumulated  other  comprehensive  income,  net of tax,  of $22  million  in
unrealized gain.

     Derivative  positions are integral  components of the Company's  designated
asset and  liability  management  activities.  The Company  uses  interest  rate
derivative  instruments  as  part  of its  management  of  asset  and  liability
positions.  Derivatives  are used to  manage  interest  rate  risk  relating  to
specified groups of assets and  liabilities,  primarily  LIBOR-based  commercial
loans and trust preferred securities.

     CASH FLOW HEDGES

     HEDGING STRATEGIES FOR VARIABLE RATE LOANS

     The Company  engages in several types of cash flow hedging  strategies  for
which the hedged transactions are forecasted future loan interest payments,  and
the  hedged  risk is the  variability  in those  payments  due to changes in the
designated  benchmark rate,  e.g., U.S. dollar LIBOR. In these  strategies,  the
hedging instruments are matched with groups of variable rate loans such that the
tenor  of the  variable

                                       12

<PAGE>

NOTE 6 - DERIVATIVE INSTRUMENTS AND OTHER FINANCIAL INSTRUMENTS USED FOR HEDGING
(CONTINUED)

rate loans and that of the hedging  instrument is  identical.  Cash flow hedging
strategies  include the utilization of purchased floor,  caps,  corridor options
and interest rate swaps.

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

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

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

     The Company uses  purchased  interest  rate caps to hedge the variable cash
flows  associated  with  3-month  LIBOR  or  6-month  LIBOR  indexed  negotiable
certificates  of deposits.  Net  payments to be received  under the cap contract
offset the  increase  in interest  expense  caused by the  relevant  LIBOR index
rising above the cap's strike rate.

     Hedging  transactions  are  structured  at  inception  so that the notional
amounts of the hedge are matched with an equal  principal  amount of loans,  the
index and repricing frequencies of the hedge matches those of the loans, and the
period in which the  designated  hedged cash flows occur is equal to the term of
the hedge.  As such,  most of the  ineffectiveness  in the hedging  relationship
results from the mismatch  between the timing of reset dates on the hedge versus
those of the loans.  During the second quarter of 2001, the Company recognized a
net  loss of  $0.3  million  due to  ineffectiveness,  which  is  recognized  in
noninterest expense.

     FAIR VALUE HEDGES

     HEDGING  STRATEGIES  FOR  UNIONBANCAL  CORPORATION-  OBLIGATED  MANDATORILY
     REDEEMABLE   PREFERRED  SECURITIES  OF  SUBSIDIARY  GRANTOR  TRUSTS  (TRUST
     PREFERRED SECURITIES)

     The  Company  engages in an  interest  rate  hedging  strategy  in which an
interest rate swap is associated  with a specific  interest  bearing  liability,
UnionBanCal  Corporation's Trust Preferred  Securities,  in order to convert the
liability  from a fixed  rate  to a  floating  rate  instrument.  This  strategy
mitigates the changes in fair value of the hedged liability caused by changes in
the designated benchmark interest rate, US dollar LIBOR.

     Fair value  hedging  transactions  are  structured at inception so that the
notional  amounts of the swap match an associated  principal amount of the Trust
Preferred  Securities.  The interest payment dates, the expiration date, and the
embedded call option of the swap match those of the Trust Preferred  Securities.
The  ineffectiveness  on the fair value hedges during the second quarter of 2001
was $0.2 million.

     OTHER

     The Company uses foreign currency forward  contracts as a means of managing
foreign exchange rate risk associated with assets and/or liabilities denominated
in foreign  currencies.  The Company  values the contracts at fair value and the
liabilities  at fair  value,  with  the  resultant  gain or loss  recognized  in
noninterest income.

NOTE 7--SUBSEQUENT EVENT

     On July 25, 2001, the Board of Directors declared a quarterly cash dividend
of $0.25 per share of common stock. The dividend will be paid on October 5, 2001
to shareholders of record as of September 7, 2001.

                                       13

<PAGE>


ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS

     THIS DOCUMENT INCLUDES FORWARD-LOOKING INFORMATION, WHICH IS 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.  OUR
MANAGEMENT MAY MAKE FORWARD-LOOKING  STATEMENTS IN OTHER SECURITIES AND EXCHANGE
COMMISSION FILINGS,  PRESS RELEASES,  NEWS ARTICLES,  CONFERENCE CALLS WITH WALL
STREET  ANALYSTS  AND  SHAREHOLDERS  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,"  "ANTICIPATE,"  "INTEND,"  "PLAN,"
"ESTIMATE,"  "PROJECT," OR WORDS OF SIMILAR  MEANING,  OR FUTURE OR  CONDITIONAL
VERBS  SUCH  AS   "WILL,"   "WOULD,"   "SHOULD,"   "COULD,"   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 AT THE DATE SUCH STATEMENTS ARE ISSUED.

     THERE ARE NUMEROUS RISKS AND UNCERTAINTIES THAT COULD AND WILL CAUSE ACTUAL
RESULTS TO DIFFER FROM THOSE DISCUSSED IN OUR FORWARD-LOOKING  STATEMENTS.  MANY
OF THESE  FACTORS  ARE BEYOND OUR ABILITY TO CONTROL OR PREDICT AND COULD HAVE A
MATERIAL  ADVERSE  EFFECT ON OUR STOCK PRICE,  FINANCIAL  CONDITION,  RESULTS OF
OPERATIONS  OR  PROSPECTS.  SUCH RISKS AND  UNCERTAINTIES  INCLUDE,  BUT ARE NOT
LIMITED TO, THE FOLLOWING  FACTORS':  ADVERSE ECONOMIC  CONDITIONS IN CALIFORNIA
(INCLUDING PROBLEMS ARISING FROM THE CALIFORNIA ENERGY CRISIS), ADVERSE ECONOMIC
CONDITIONS  AFFECTING  CERTAIN  INDUSTRIES,  FLUCTUATIONS IN INTEREST RATES, THE
CONTROLLING INTEREST IN US BY THE BANK OF TOKYO-MITSUBISHI, LTD., COMPETITION IN
THE BANKING INDUSTRY,  RESTRICTIONS ON DIVIDENDS, ADVERSE EFFECTS OF CURRENT AND
FUTURE BANKING RULES,  REGULATIONS AND  LEGISLATION,  AND RISKS  ASSOCIATED WITH
VARIOUS STRATEGIES WE MAY PURSUE, INCLUDING POTENTIAL ACQUISITIONS, DIVESTITURES
AND  RESTRUCTURINGS.  SEE ALSO  THE  SECTION  ENTITLED  "CERTAIN  BUSINESS  RISK
FACTORS" ON PAGE 42.

INTRODUCTION

     We  are  a   California-based,   commercial   bank  holding   company  with
consolidated  assets of $35.8 billion at June 30, 2001. At June 30, 2001,  Union
Bank of California,  N.A. was the third largest  commercial  bank in California,
based on total assets and total deposits in California.

     UnionBanCal   Corporation  and  its  banking  subsidiary,   Union  Bank  of
California,  N.A., (the Bank) was created on April 1, 1996 by the combination of
Union Bank with BanCal  Tri-State  Corporation and its banking  subsidiary,  The
Bank of California,  N.A. The combination was accounted for as a  reorganization
of entities under common control, similar to a pooling of interests.

     In July 2000 and April 2001, we announced  stock  repurchase  plans of $100
million each.  Between July 2000 and March 2001, we  repurchased  $69 million in
common stock and between April 2001 and June 2001, an additional  $25 million in
common stock was repurchased.  As of June 30, 2001, $106 million of common stock
authorized  is  available  for  repurchase.  At  June  30,  2001,  The  Bank  of
Tokyo-Mitsubishi, Ltd. (BTM) owned 67 percent of UnionBanCal Corporation.

     Our interim  financial  information  should be read in conjunction with our
Form 10-K for the year  ended  December  31,  2000.  Certain  amounts  for prior
periods  have been  reclassified  to  conform  to  current  financial  statement
presentation.

SUMMARY

     To facilitate the  discussion of the results of  operations,  the following
table  includes  certain  pro  forma  earnings  disclosures  and  ratios.  These
presentations  supplement the Consolidated Statements of Income on page 4, which
are prepared in accordance with accounting  principles generally accepted in the
United   States  of  America  (US  GAAP),   by  excluding  the  effects  of  the
restructuring  credit  recorded  in the  first  and  second  quarters  of  2000.
Management  believes that it is meaningful to understand  the operating  results

                                       14
<PAGE>

and trends excluding this item and, therefore,  has included information in this
table and in the  management's  discussion  and  analysis  which  follows,  that
presents  income  excluding  this item and related pro forma ratio and per share
calculations.

<TABLE>
<CAPTION>

                                                                     FOR THE THREE MONTHS            FOR THE SIX MONTHS
                                                                         ENDED JUNE 30,                 ENDED JUNE 30,
                                                                   ------------------------       -------------------------
(DOLLARS IN THOUSANDS, EXCEPT PER SHARE DATA)                         2000          2001            2000            2001
--------------------------------------------------------------     ---------     ---------        --------        ---------
<S>                                                                <C>           <C>              <C>             <C>
INCOME BEFORE INCOME TAXES....................................     $ 217,680     $ 175,252        $ 459,829       $ 336,457
   Restructuring credit.......................................        (8,000)           --          (19,000)             --
   Taxable equivalent adjustment..............................          (637)         (590)          (1,292)         (1,212)
   Income tax expense(1)......................................       (72,614)      (57,512)        (151,492)       (110,808)
                                                                   ---------     ---------        ---------       ---------
PRO FORMA EARNINGS............................................     $ 136,429     $ 117,150        $ 288,045       $ 224,437
                                                                   =========     =========        =========       =========


PER COMMON SHARE, EXCLUDING RESTRUCTURING CREDIT
   Pro forma earnings (basic).................................     $    0.84     $    0.74        $   1.77        $   1.42
   Pro forma earnings (diluted)...............................          0.84          0.74            1.76            1.41
SELECTED FINANCIAL RATIOS, EXCLUDING RESTRUCTURING CREDIT
   Pro forma return on average assets.........................          1.62%         1.36%           1.73%           1.31%
   Pro forma return on average common equity..................         17.78         13.79           18.99           13.42
   Pro forma efficiency ratio(2)..............................         50.92         56.13           50.29           55.08
   Pro forma dividend payout ratio............................         29.76         33.78           28.41           35.21
-----------
<FN>
(1)  Excludes the income tax expense effect of $3.014 million and $7.159 million
     in the three and six months ending June 30, 2000, respectively,  related to
     restructuring credits.

(2)  The pro forma efficiency ratio is noninterest expense, excluding foreclosed
     asset income and  restructuring  credit,  as a  percentage  of net interest
     income   (taxable-equivalent)  and  noninterest  income.  Foreclosed  asset
     expense  was $0.056  million and $0.048  million for the second  quarter of
     2000 and 2001, respectively,  and $0.021 million and $0.061 million for the
     first six months of 2000 and 2001, respectively.
</FN>
</TABLE>

     COMPARISON OF THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     Reported net income was $117.2 million,  or $0.74 per diluted common share,
in the second  quarter  of 2001,  compared  with  $141.4  million,  or $0.87 per
diluted common share,  in the second quarter of 2000. Pro forma net earnings was
$117.2 million, or $0.74 per diluted common share, in the second quarter of 2001
compared to $136.4  million,  or $0.84 per diluted  common share,  in the second
quarter of 2000,  which  excluded  the  effects of the $8 million  restructuring
credit ($5.0  million net of tax),  which was recorded in the second  quarter of
2000. This decrease in pro forma diluted  earnings per share of 12 percent below
the second quarter of 2000 was due to a $17.6 million, or 4 percent, decrease in
net interest  income (on a  taxable-equivalent  basis),  a $17.1  million,  or 6
percent, increase in noninterest expense, a $4.7 million, or 3 percent, decrease
in  noninterest  income,  partially  offset  by a $5.0  million,  or 7  percent,
decrease in provision for credit losses and a two  percentage  point decrease in
the effective tax rate. Other highlights of the second quarter of 2001 include:

     o  Net interest income, on a  taxable-equivalent  basis, was $379.3 million
        in the  second  quarter  of 2001,  a  decrease  of $17.6  million,  or 4
        percent,  from the second  quarter of 2000.  Net interest  margin in the
        second  quarter of 2001 was 4.86 percent,  a decrease of 35 basis points
        from the second quarter of 2000.

     o  Noninterest  income was $168.4  million in the second quarter of 2001, a
        decrease of $4.7 million, or 3 percent, from the second quarter of 2000.
        Service  charges on deposit  accounts grew $9.2 million,  or 17 percent,
        merchant  transaction  processing  fees  increased  $1.8 million,  or 10
        percent,  trust and

                                       15

<PAGE>

        investment  management  fees rose $1.8  million,  or 5 percent,  and all
        other noninterest  income,  including auto lease residual  writedowns of
        $11.0 million in the second quarter of 2001, decreased $17.6 million, or
        27 percent.

     o  A  provision  for credit  losses of $65.0  million  was  recorded in the
        second  quarter  of 2001,  compared  with  $70.0  million  in the second
        quarter of 2000. This resulted from management's  regular  assessment of
        overall  credit  quality,  loan  portfolio  composition,   business  and
        economic conditions in relation to the level of the allowance for credit
        losses.  The  allowance  for credit  losses was $626.5  million,  or 138
        percent of total  nonaccrual  loans,  at June 30,  2001,  compared  with
        $500.7 million,  or 246 percent of total  nonaccrual  loans, at June 30,
        2000.

     o  Noninterest expense was $307.5 million in the second quarter of 2001, an
        increase  of $17.1  million,  or 6 percent,  over the second  quarter of
        2000,  excluding  the  restructuring  credit of $8 million in the second
        quarter  of 2000.  Most of this  increase  can be  attributed  to higher
        salaries and employee benefits of $11.5 million, or 8 percent and higher
        advertising and public relations expense of $4.7 million, or 69 percent.
        The increase in salaries and benefits  expense was primarily caused by a
        5 percent increase in average staff levels and annual merit increases.

     o  Income tax expense in the second quarter of 2001 was $57.5 million, a 33
        percent  effective  tax  rate.  For the  second  quarter  of  2000,  the
        effective  income  tax  rate  was  35  percent.   The  decrease  in  the
        year-over-year  effective  tax  rate  was  primarily  attributed  to  an
        increase  in low income  housing  tax  credits in the second  quarter of
        2001.

     o  Reported return on average assets was 1.36 percent and return on average
        common  equity was 13.79  percent in the second  quarter of 2001. In the
        second quarter of 2001, our pro forma return on average assets decreased
        to 1.36  percent  from 1.62  percent a year  earlier,  and our pro forma
        return on average  common  equity  decreased to 13.79 percent from 17.78
        percent a year earlier.

     o  Total  loans at June 30, 2001 were $25.7  billion,  a decrease of $716.8
        million, or 3 percent, from June 30, 2000.

     o  Nonperforming assets increased $231.1 million, or 101 percent, from June
        30, 2000 to $460.1 million at June 30, 2001.  Nonperforming  assets as a
        percentage  of total assets  increased to 1.29 percent at June 30, 2001,
        compared with 0.68 percent one year earlier. Total nonaccrual loans were
        $453.4  million at June 30, 2001,  compared with $203.2  million at June
        30, 2000,  resulting in an increase in the ratio of nonaccrual  loans to
        total loans from 0.77  percent at June 30, 2000 to 1.77  percent at June
        30, 2001.

     o  Our Tier 1 and total  risk-based  capital  ratios were 10.85 percent and
        12.70  percent,  respectively,  at June 30,  2001,  compared  with 10.23
        percent and 12.05 percent,  respectively, at June 30, 2000. Our leverage
        ratio was 10.34  percent at June 30, 2001 compared with 10.26 percent at
        June 30, 2000.

     COMPARISON OF SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     Reported net income was $224.4 million,  or $1.41 per diluted common share,
in the first six months of 2001,  compared  with  $299.9  million,  or $1.83 per
diluted  common share,  in the first six months of 2000.  Pro forma net earnings
was $224.4  million,  or $1.41 per diluted common share, in the first six months
of 2001 compared to $288.1  million,  or $1.76 per diluted common share,  in the
six  months  of  2000,  which  excluded  the  effects  of  the  $19  million  of
restructuring  credits  ($11.8  million net of tax),  which were recorded in the
first and second quarters of 2000.  This decrease in pro forma diluted  earnings
per share of 20  percent  below the first six  months of 2000 was due to a $55.0
million,  or 50 percent,  increase in the provision for credit  losses,  a $57.6
million, or 10 percent, increase in noninterest expense, and a $15.9 million, or
2 percent,  decrease in net  interest  income (on a  taxable-equivalent  basis),
partially  offset by a

                                       16
<PAGE>


$24.1  million,  or 7  percent,  increase  in  noninterest  income,  and  a  two
percentage  point  decrease in the effective tax rate.  Other  highlights of the
first six months of 2001 include:

     o  Net interest income, on a  taxable-equivalent  basis, was $767.2 million
        in the first six  months of 2001,  a  decrease  of $15.9  million,  or 2
        percent,  from the first six months of 2000. Net interest  margin in the
        first six months of 2001 was 4.94 percent, a decrease of 27 basis points
        from the first six months of 2000.

     o  Noninterest  income was $349.2  million in the first six months of 2001,
        an increase of $24.1 million, or 7 percent, over the first six months of
        2000.  Service  charges on deposit  accounts grew $18.7  million,  or 19
        percent, merchant transaction processing fees increased $3.8 million, or
        11 percent, trust and investment management fees rose $2.7 million, or 4
        percent,  merchant  banking fees decreased $6.4 million,  or 25 percent,
        and all other noninterest  income increased $5.3 million,  or 6 percent.
        All other noninterest income included a $20.7 million gain recognized on
        the exchange of our STAR system  stock,  which was  partially  offset by
        auto lease  residual  writedowns  of $17.3  million,  compared with auto
        lease  residual  writedowns  in the  first  six  months of 2000 of $12.5
        million.

     o  A provision  for credit  losses of $165.0  million  was  recorded in the
        first six months of 2001,  compared with $110.0 million in the first six
        months of 2000. This resulted from  management's  regular  assessment of
        overall  credit  quality,  loan portfolio  composition  and business and
        economic conditions in relation to the level of the allowance for credit
        losses.

     o  Noninterest  expense was $614.9 million in the first six months of 2001,
        an increase of $57.6 million,  or 10 percent,  over the first six months
        of 2000,  excluding  the  restructuring  credits in the first and second
        quarters  of  2000.  Salaries  and  employee  benefits  increased  $36.8
        million,  or 13  percent,  primarily  caused by a 3 percent  increase in
        average  staff levels and annual merit  increases and to a $16.0 million
        one-time  credit for an  accounting  methodology  change in  recognizing
        pension  expense  in 2000.  Advertising  and  public  relations  expense
        increased $5.6 million,  or 44 percent,  mainly due to marketing efforts
        aimed  at  growing  deposits,  small  business  relationships,  and  the
        residential loan business. All other noninterest expense increased $15.2
        million, or 6 percent over the same period of 2000.

     o  Income tax expense in the first six months of 2001 was $110.8 million, a
        33 percent  effective  tax rate.  For the first six months of 2000,  the
        effective  income  tax  rate  was  35  percent.   The  decrease  in  the
        year-over-year  effective  tax rate  was  primarily  attributable  to an
        increase  in low income  housing  tax credits in the first six months of
        2001.

     o  Reported return on average assets was 1.31 percent and return on average
        common equity was 13.42 percent for the first six months of 2001. In the
        first  six  months  of 2001,  our pro forma  return  on  average  assets
        decreased to 1.31 percent from 1.73 percent a year earlier,  and our pro
        forma return on average  common  equity  decreased to 13.42 percent from
        18.99 percent a year earlier.

BUSINESS SEGMENTS

     We  segregate  our  operations  into four  primary  business  units for the
purpose of management reporting,  as shown in the tables on the following pages.
The results show the financial performance of our major business units.

     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 risk, market risk and operational
risk.  Credit risk is the potential loss in economic value due to the likelihood
that the obligor will not perform as agreed.  Market risk is the potential  loss
in fair value due to changes in interest rates, currency rates and volatilities.
Operational  risk is the  potential  loss due to failures  in internal  control,
system failures, or external events.

                                       17
<PAGE>


     The following  table  reflects the condensed  income  statements,  selected
average  balance  sheet  items and  selected  financial  ratios  for each of our
primary business units. The information presented does not necessarily represent
the business  units'  financial  condition  and results of operations as if they
were   independent   entities.   Unlike  financial   accounting,   there  is  no
authoritative body of guidance for management  accounting equivalent to US GAAP.
Consequently,  reported  results  are  not  necessarily  comparable  with  those
presented by other companies.

     The RAROC  measurement  methodology  recognizes  credit  loss  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  Corporation as a whole.  The management  reporting system
identifies  balance sheet and income statement items to each business unit based
on internal management  accounting  policies.  Net interest income is determined
using our internal funds transfer pricing system,  which assigns a cost of funds
to assets or a credit for funds to liabilities and capital, based on their type,
maturity or repricing  characteristics.  Noninterest income and expense directly
or indirectly attributable to a business unit are assigned to that business.











                                       18
<PAGE>

<TABLE>
<CAPTION>


                                                      COMMUNITY BANKING AND        COMMERCIAL FINANCIAL           INTERNATIONAL
                                                    INVESTMENT SERVICES GROUP         SERVICES GROUP              BANKING GROUP
                                                    -------------------------    ----------------------       --------------------
                                                                       AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
                                                    ------------------------------------------------------------------------------
                                                        2000          2001         2000          2001          2000         2001
                                                    ----------      --------     --------      --------       -------      ------
<S>                                                  <C>            <C>          <C>           <C>             <C>          <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
   Net interest income.........................      $182,764       $175,611     $188,281      $174,681        $ 8,146      $ 8,698
   Noninterest income..........................       112,369        105,284       50,807        33,922         14,079       14,138
                                                     --------       --------     --------      --------        -------      -------
   Total revenue...............................       295,133        280,895      239,088       208,603         22,225       22,836
   Noninterest expense(1)......................       180,799        186,102       74,971        77,825         14,082       14,599
   Credit expense..............................        12,538         10,702       29,377        33,953          1,840        1,192
                                                     --------       --------     --------      --------        -------      -------
   Income before income tax
     expense (benefit).........................       101,796         84,091      134,740        96,825          6,303        7,045
   Income tax expense (benefit)................        38,940         32,165       48,899        33,309          2,411        2,695
                                                     --------       --------     --------      --------        -------      -------
   Net income..................................      $ 62,856       $ 51,926     $ 85,841      $ 63,516        $ 3,892      $ 4,350
                                                     ========       ========     ========      ========        =======      =======

AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(2)..............................      $  7,978       $  8,759     $ 17,044      $ 15,955        $   939      $   967
   Total assets................................         8,888          9,701       18,890        17,767          1,543        1,303
   Total deposits(2)...........................        14,134         14,159        6,238         7,037            875        1,353
FINANCIAL RATIOS:
   Return on risk adjusted capital(3)..........            42%            37%          21%           14%            16%          19%
   Return on average assets(3).................          2.84%          2.15%        1.83%         1.43%          1.01%        1.34%
   Efficiency ratio(4).........................         61.26          66.25        31.36         37.31          63.36        63.93

<CAPTION>

                                                             GLOBAL                                                UNIONBANCAL
                                                          MARKETS GROUP                  OTHER                     CORPORATION
                                                    -------------------------    ----------------------       ---------------------
                                                                       AS OF AND FOR THE THREE MONTHS ENDED JUNE 30,
                                                    -------------------------------------------------------------------------------
                                                        2000          2001         2000          2001           2000         2001
                                                    ----------      --------     --------      --------       --------      --------
<S>                                                 <C>             <C>          <C>           <C>            <C>          <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
   Net interest income.........................     $   4,531       $  3,104     $ 12,570      $ 16,629       $396,292     $378,723
   Noninterest income..........................        (2,486)         2,337       (1,699)       12,710        173,070      168,391
                                                    ---------       --------     --------      --------       --------     --------
   Total revenue...............................         2,045          5,441       10,871        29,339        569,362      547,114
   Noninterest expense(1)......................         3,822          1,085        8,645        27,841        282,319      307,452
   Credit expense..............................            --             --       26,245        19,153         70,000       65,000
                                                    ---------       --------     --------      --------       --------     --------
   Income before income tax
     expense (benefit).........................        (1,777)         4,356      (24,019)      (17,655)       217,043      174,662
   Income tax expense (benefit)................          (672)         1,666      (13,950)      (12,323)        75,628       57,512
                                                    ---------       --------     --------      --------       --------     --------
   Net income (loss)...........................     $  (1,105)      $  2,690     $(10,069)     $ (5,332)      $141,415     $117,150
                                                    =========       ========     ========      ========       ========     ========

AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(2)..............................     $      --       $     71     $    480      $    362       $ 26,441     $ 26,114
   Total assets................................         3,713          5,020          812           798         33,846       34,589
   Total deposits(2)...........................         3,389          3,401          841           691         25,477       26,641
FINANCIAL RATIOS:
   Return on risk adjusted capital(3)..........            (3)%            4%          na            na             na           na
   Return on average assets(3).................         (0.12)%         0.21%          na            na           1.68%        1.36%
   Efficiency ratio(4).........................        186.89          19.94           na            na          49.52        56.13
-----------
<FN>
(1)  "Other" includes second quarter 2000  restructuring  credit of $8.0 million
     ($5.0 million, net of tax).
(2)  Represents  loans and deposits for each business  segment after  allocation
     between the  segments of loans and deposits  originated  in one segment but
     managed by another segment.
(3)  Annualized
(4)  The efficiency  ratio is noninterest  expense,  excluding  foreclosed asset
     expense (income) and restructuring  credit, as a percentage of net interest
     income   (taxable-equivalent)  and  noninterest  income.  Foreclosed  asset
     expense  (income)  was $0.056  million  in the  second  quarter of 2000 and
     $0.048 in the second quarter of 2001.

     na = not applicable
</FN>
</TABLE>
                                       19


<PAGE>


<TABLE>
<CAPTION>


                                                      COMMUNITY BANKING AND        COMMERCIAL FINANCIAL           INTERNATIONAL
                                                    INVESTMENT SERVICES GROUP         SERVICES GROUP              BANKING GROUP
                                                    -------------------------    ----------------------       --------------------
                                                                       AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                                    ------------------------------------------------------------------------------
                                                        2000          2001         2000          2001          2000         2001
                                                    ----------      --------     --------      --------       -------      ------
<S>                                                  <C>            <C>          <C>           <C>             <C>          <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
   Net interest income.........................      $360,369       $347,321     $364,199      $352,054        $16,769      $18,686
   Noninterest income..........................       207,997        200,888       92,501        77,275         31,507       29,275
                                                     --------       --------     --------      --------        -------      -------
   Total revenue...............................       568,367        548,210      456,700       429,329         48,276       47,961
   Noninterest expense(1)......................       354,155        364,574      145,203       152,560         27,107       27,973
   Credit expense..............................        24,429         23,312       57,679        66,446          4,722        2,365
                                                     --------       --------     --------      --------        -------      -------
   Income before income tax
     expense (benefit).........................       189,783        160,324      253,818       210,323         16,447       17,623
   Income tax expense (benefit)................        72,592         61,324       91,664        72,662          6,291        6,741
                                                     --------       --------     --------      --------        -------      -------
   Net income..................................      $117,191       $ 99,000     $162,154      $137,661        $10,156      $10,882
                                                     ========       ========     ========      ========        =======      =======

AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(2)..............................      $  7,990       $  8,605     $ 16,753      $ 16,248        $   966      $   968
   Total assets................................         8,927          9,571       18,509        18,073          1,554        1,364
   Total deposits(2)...........................        14,266         14,081        6,113         6,920            884        1,383
FINANCIAL RATIOS:
   Return on risk adjusted capital(3)..........            43%            35%          22%           15%            20%          24%
   Return on average assets(3).................          2.64           2.09         1.76          1.54           1.31%        1.61%
   Efficiency ratio(4).........................         62.31          66.50        31.79         35.53          56.15        58.32

<CAPTION>

                                                             GLOBAL                                                UNIONBANCAL
                                                          MARKETS GROUP                  OTHER                     CORPORATION
                                                    -------------------------    ----------------------       ---------------------
                                                                       AS OF AND FOR THE SIX MONTHS ENDED JUNE 30,
                                                    -------------------------------------------------------------------------------
                                                        2000          2001         2000          2001           2000         2001
                                                    ----------      --------     --------      --------       --------      --------
<S>                                                 <C>             <C>          <C>           <C>            <C>          <C>
RESULTS OF OPERATIONS (DOLLARS IN THOUSANDS):
   Net interest income.........................     $  17,262       $ 18,028     $ 23,215      $ 29,895       $781,814     $765,984
   Noninterest income..........................       (12,654)         6,296        5,729        35,464        325,080      349,198
                                                    ---------       --------     --------      --------       --------     --------
   Total revenue...............................         4,608         24,324       28,944        65,358      1,106,894    1,115,182
   Noninterest expense(1)......................         7,861         14,461        4,031        55,369        538,357      614,937
   Credit expense..............................            --             --       23,170        72,877        110,000      165,000
                                                    ---------       --------     --------      --------       --------     --------
   Income before income tax
     expense (benefit).........................        (3,253)         9,863        1,742       (62,888)       458,537      335,245
   Income tax expense (benefit)................        (1,237)         3,772      (10,659)      (33,691)       158,651      110,808
                                                    ---------       --------     --------      --------       --------     --------
   Net income (loss)...........................     $  (2,016)      $  6,091     $ 12,401      $(29,197)      $299,886     $224,437
                                                    =========       ========     ========      ========       ========     ========

AVERAGE BALANCES (DOLLARS IN MILLIONS):
   Total loans(2)..............................     $      --       $     55     $    519      $    389       $ 26,228     $ 26,265
   Total assets................................         3,610          4,747          834           754         33,434       34,509
   Total deposits(2)...........................         3,410          3,085          606           738         25,279       26,207
FINANCIAL RATIOS:
   Return on risk adjusted capital(3)..........            (2)%            5%          na            na             na           na
   Return on average assets(3).................         (0.11)%         0.26%          na            na           1.80%        1.31%
   Efficiency ratio(4).........................        170.59          59.45           na            na          48.58        55.08
-----------
<FN>
(1)  "Other" includes second quarter 2000  restructuring  credit of $8.0 million
     ($5.0 million, net of tax).
(2)  Represents  loans and deposits for each business  segment after  allocation
     between the  segments of loans and deposits  originated  in one segment but
     managed by another segment.
(3)  Annualized
(4)  The efficiency  ratio is noninterest  expense,  excluding  foreclosed asset
     expense (income) and restructuring  credit, as a percentage of net interest
     income   (taxable-equivalent)  and  noninterest  income.  Foreclosed  asset
     expense  (income)  was $0.056  million  in the  second  quarter of 2000 and
     $0.048 in the second quarter of 2001.

     na = not applicable
</FN>
</TABLE>
                                       20


<PAGE>


     COMMUNITY BANKING AND INVESTMENT SERVICES GROUP

     The Community Banking and Investment  Services Group strives to provide the
best possible financial products to individuals and small businesses including a
broad set of credit,  deposit and trust  products  delivered  through  branches,
relationship managers,  private bankers and trust administrators.  The Community
Banking and  Investment  Services Group provides its customers with high quality
customer service executed through a number of responsive and efficient  delivery
channels.

     In the second quarter of 2001, net income  decreased  $10.9 million,  or 17
percent, compared to the prior year. Total revenue decreased $14.2 million, or 5
percent, compared to a year earlier. Despite increased asset and deposit volume,
net interest income  decreased $7.2 million over the prior year primarily due to
the recently declining interest rate environment. Noninterest income declined by
$7.1 million,  or 6 percent due to auto lease residual writedowns in the current
quarter.  Excluding  these auto lease residual  writedowns,  noninterest  income
increased 7 percent compared to a year earlier.  Noninterest  expense  increased
$5.3 million, or 3 percent, compared to a year earlier with the majority of that
increase  being  attributable  to higher  salaries and employee  benefits and an
increase in advertising expense.

     In 2001, the Community Banking and Investment Services Group will emphasize
growth in the consumer asset portfolio,  expanding wealth  management  services,
extending the small  business  franchise and expanding the branch  network.  The
strategy  for growing the  consumer  asset  portfolio  will  primarily  focus on
mortgage and home equity  products,  originated  through the branch network,  as
well as through wholesale,  correspondent and whole loan purchases.  Residential
loans have grown by $1.5  billion,  or 56  percent,  since the same  period last
year.  The Wealth  Management  division  is focused on  becoming  the  preferred
provider  of  banking  and  investment  products  for  affluent  individuals  in
geographic  areas already  served by the Bank.  This will be achieved  through a
combination of superior  service,  a broad product suite, an increased number of
banking   locations   convenient   to  the  targeted   clientele   and  improved
cross-selling  programs.  Our completed  acquisition  of Copper  Mountain  Trust
Company, will enhance our growing custody and 401(k) administration  businesses.
Core elements of the  initiative to extend the Bank's small  business  franchise
include enhancing the sales force, increasing marketing activities,  introducing
new insurance and trade finance products,  adding new locations,  and developing
online  capabilities  to  complement  physical  distribution.  Expansion  of the
distribution   network  will  be  achieved  through  acquisitions  and  de  novo
branching.  Expansion opportunities exist in both Southern California,  where we
have a particularly strong presence, and Northern California.

     In addition to our traditional network channels,  the Community Banking and
Investment  Services Group has an established  alliance with Navicert  Financial
Corporation,  doing  business as NIX Check  Cashing  and  Operation  Hope.  This
alliance has allowed our small business and consumer  clients access to a unique
blend of financial services combining the NIX Check Cashing services, Union Bank
of California  Banking  Services and  Operation  Hope small  business  education
services.  Checking and savings  account  services are  available  today through
selected NIX Check Cashing  locations  with future  services  planned to include
applications  for consumer  loans,  credit cards,  new and used car loans,  home
equity  loans  and  residential  mortgages.   The  NIX  Check  Cashing  alliance
complements  our  current  network  of  15  Cash  and  Save(R)  outlets  located
throughout Southern and Central California.

     The Community  Banking and Investment  Services Group is comprised of three
major  divisions:   Community  Banking,  Wealth  Management,  and  Institutional
Services and Asset Management.

     COMMUNITY   BANKING  serves  over  one  million  consumer   households  and
businesses through its 244 full-service  branches in California,  6 full-service
branches in Oregon and  Washington,  3 full-service  branches in Guam and Saipan
and its network of 449 proprietary ATMs.  Customers may also access our services
24 hours a day by telephone or through our Bank@Home product at www.UBOC.com. In
addition,  the division offers automated teller and point-of-sale debit services
through our membership in

                                       21

<PAGE>


the STAR system, the largest shared ATM network in the Western United States. In
May 2001,  we announced  the sale of our  branches in Guam and Saipan,  which is
expected to close in November, 2001.

     This division is organized by service  delivery  method,  by markets and by
geography. We serve our customers in the following ways:

     o  through community banking branches, which serve consumers and businesses
        with checking and deposit services, as well as various types of consumer
        financing;

     o  through  on-line access to our internet  banking  services which augment
        our  physical  delivery  channels by  providing a wide array of customer
        transaction, bill payment and loan payment services;

     o  through business  banking centers,  which serve businesses with sales up
        to $5 million; and

     o  through in-store branches, which also serve consumers and businesses.

     WEALTH  MANAGEMENT  provides  private  banking  services  to  our  affluent
clientele as well as brokerage products and services.

     o  The  Private  Bank  focuses  primarily  on  delivering   integrated  and
        customized  financial  services  to  high  net  worth  individuals  with
        sophisticated  financial needs as well as to professional service firms.
        Specific  products  and  services  include  trust and  estate  services,
        investment  account  management  services,  and  customized  deposit and
        credit  products.  The Private Bank's strategy is to expand its business
        by  leveraging  existing  Bank  client  relationships,   increasing  its
        geographic market coverage and the breadth of its products and services.
        Through 12 existing  locations,  the Private Bank relationship  managers
        offer all of the Bank's available products and services.

     o  Our brokerage products and services are provided through UBOC Investment
        Services,  Inc.,  a  registered  broker/dealer  offering  a full line of
        investment  products  to  individuals  and  institutional  clients.  Its
        primary strategy is to further penetrate our existing client base.

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

     o  HighMark  Capital  Management,  Inc., a registered  investment  advisor,
        provides   investment  advisory  services  to  affiliated  domestic  and
        offshore  mutual funds,  including the HighMark  Funds. It also provides
        advisory  services to Union Bank of California trust clients,  including
        corporations, pension funds and individuals. HighMark Capital Management
        also   provides   mutual  fund  support   services.   HighMark   Capital
        Management's   strategy  is  to  increase  assets  under  management  by
        broadening  its client  base and helping to expand the  distribution  of
        shares of its mutual fund clients.

     o  Business  Trust provides  retirement  services,  which includes  trustee
        services,  investment  management,  and 401(k) administration and record
        keeping, to businesses, professional corporations,  government agencies,
        unions and non-profit  organizations.  Business  Trust's  strategy is to
        leverage the Bank's existing  commercial  relationships  and third-party
        distribution   network  which  includes   attorneys,   certified  public
        accountants and third party administration firms.

     o  Securities  Services is engaged in domestic and multi-currency  custody,
        safekeeping,  mutual fund accounting,  securities lending, and corporate
        trust  services.  Its  client  base  includes  financial   institutions,
        businesses,  government agencies,  unions,  insurance companies,  mutual
        funds,  investment  managers and  non-profit  organizations.  Securities
        Services is the only West Coast based, in-house provider of a full range
        of institutional trust services.

     GOVERNMENT  AND  NOT-FOR-PROFIT  MARKETS  provides a full range of treasury
management,   investment,   and  trust  services  to  government   entities  and
not-for-profit organizations.

     o  The group which primarily focuses on local, state, and federal agencies,
        includes an expanding product offering to the Native American government
        market.  Niche  markets  have  been  developed

                                       22
<PAGE>

        that  service  colleges,  universities,  trade  associations,   cultural
        institutions,  and  religious  non-profit  organizations.   The  group's
        strategy  is to expand its market  presence  by  continued  delivery  of
        innovative  cash   management   products,   internet  based   technology
        solutions,  and expanding its tax-exempt  lending  capabilities  to meet
        existing clients' needs.

     Through  alliances  with other  financial  institutions,  the group  offers
additional products and services, such as credit cards, leasing, and asset-based
and leveraged financing.

     The group competes with larger banks by providing  service quality superior
to that of its major  competitors.  We have been recognized as among the highest
rated banks in California for customer service quality and satisfaction.

     The group's  primary means of competing  with  community  banks include its
large and  convenient  branch  network and its  reputation for innovative use of
technology to deliver banking services. We have the fifth largest branch network
among depository  institutions in California.  We also offer convenient  banking
hours to consumers  through our  drive-through  banking  locations  and selected
branches that are open seven days a week.

     The group  competes  with a number of  commercial  banks,  internet  banks,
savings  associations and credit unions,  as well as more specialized  financial
service  providers  such as investment  brokerage  companies,  consumer  finance
companies,  and residential real estate lenders. The group's primary competitors
are other major  depository  institutions  such as Bank of  America,  California
Federal,  Washington  Mutual and Wells Fargo, as well as smaller community banks
in the markets in which we operate.

     COMMERCIAL FINANCIAL SERVICES GROUP

     The Commercial  Financial  Services Group offers  customized  financing and
cash  management  services  to  middle  market  and large  corporate  businesses
primarily  headquartered in the western United States. The Commercial  Financial
Services Group has continued focus on customer segmentation,  allowing the group
to provide  specialized  financing  expertise to specific geographic markets and
industry  segments  such as  Energy,  Entertainment,  Real  Estate  and  Retail.
Relationship managers and credit executives in the Commercial Financial Services
Group 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,  the group  offers its
customers  access to high quality cash  management  services  delivered  through
specialized  deposit  managers  with  extensive  experience  in cash  management
solutions for businesses.

     The  group's  second  quarter net income  decreased  $22.3  million,  or 26
percent,  compared  to a 2000.  Net  interest  income  decreased  $13.6  million
primarily due to lower asset volume and the lower rate environment.  Noninterest
income  decreased  $16.9 million due to the gains on sales from venture  capital
investments  in the  prior  year  compared  to losses  sustained  in 2001 in the
Private Capital  Portfolio.  Excluding  gains and losses from both periods,  the
Commercial  Financial  Services  Group showed an 8 percent growth in noninterest
income.  Noninterest expense increased $2.9 million, or 4 percent, compared to a
year  earlier due to higher  expenses  to support  increased  product  sales and
deposit volume. Credit expense increased $4.6 million as a result of higher risk
assets in the portfolio.

     The  group's  initiatives  for 2001  include  expanding  wholesale  deposit
activities,   increasing   domestic  trade  financing  and  expanding  the  item
processing business.  Loan growth strategies include  originating,  underwriting
and syndicating loans in core competency markets,  such as the California middle
market,  commercial real estate,  energy,  entertainment,  equipment leasing and
commercial  finance.  The Commercial  Financial Services Group operates a strong
processing business, including services such as check processing, front-end item
processing,   cash  vault  services  and  digital  imaging.   Opportunities  for
outsourcing these  capabilities for  correspondent  banks, and credit unions are
significant.  In the processing

                                       23
<PAGE>


business, Commercial Financial Services Group intends to build new capabilities,
in addition to leveraging existing  capabilities.  Some new initiatives underway
include cash management  products with internet  delivery,  check  truncation at
point-of-sale,  digital  certificates  and e-bill payment and  presentment.  The
combination  of  expanded  products  and an emphasis  on core  competencies  are
expected to contribute to strong growth in operating earnings in 2001.

     The Commercial  Financial  Services Group comprises the following  business
units:

     o  the Commercial Banking Division,  which serves California  middle-market
        and large  Corporate  companies  with  traditional  commercial and asset
        based loans;

     o  the Corporate Deposit Services Division, which provides deposit and cash
        management  expertise to clients in the middle market,  large  corporate
        market and specialized industries;

     o  the Institutional and Deposit Services Division,  which provides deposit
        and cash management  expertise to clients in specific  deposit-intensive
        industries;

     o  the Corporate  Capital  Markets  Division,  which provides  merchant and
        investment banking related products and services.

     o  the National  Banking  Division,  which  provides  credit  services to a
        variety of specialized industries including retailers, finance companies
        and   insurance   companies,   as  well  as  large   corporate   clients
        headquartered outside the United States;

     o  the Real Estate Industries Division,  which provides real estate lending
        products such as  construction  loans,  commercial  mortgages and bridge
        financing;

     o  the Energy Capital  Services  Division,  which provides custom financing
        and project  financing  to oil and gas  companies,  as well as power and
        utility companies, in California and Texas; and

     o  the Communications  and Media Division,  which provides custom financing
        to middle  market and large  corporate  clients  in the  communications,
        entertainment and media industries.

     The  group  competes  with  other  banks  primarily  on  the  basis  of its
reputation as a "business bank," the quality of its relationship  managers,  and
the delivery of superior  customer  service.  We are recognized in California as
having a superior "business banking"  reputation  relative to other large banks.
We are also highly rated among  financial  institutions  for our cash management
services and systems.

     The group's main strategy is to target  industries  and companies for which
the  group  can  reasonably  expect  to be one of a  customer's  primary  banks.
Consistent  with its strategy,  the group  attempts to serve a large part of its
targeted customers' credit and depository needs.

     The group competes with a variety of other  financial  services  companies.
Competitors include other major California banks, as well as regional,  national
and  international  banks.  In  addition,  we  compete  with  investment  banks,
commercial finance companies, leasing companies, and insurance companies.

     INTERNATIONAL BANKING GROUP

     The International Banking Group focuses on providing  correspondent banking
and trade  finance  related  products  and services to  international  financial
institutions  worldwide,  primarily in Asia.  This focus  includes  products and
services  such as letters of credit,  international  payments,  collections  and
financing  of mostly  short-term  transactions.  The group also  serves  certain
foreign firms and U.S.  corporate  clients in selected  countries  where we have
branches,  including Taipei, Taiwan, Seoul, Korea and Tokyo, Japan. In the U.S.,
the group serves subsidiaries and affiliates of non-Japanese Asian companies and
U.S.  branches/agencies  of foreign banks. In addition,  the group also provides
international  services to domestic  corporate clients along the West Coast. The
majority  of  revenue  generated  by the  International  Banking  Group  is from
customers domiciled outside of the U.S.


                                       24
<PAGE>


     In the  second  quarter  of 2001,  net  income  increased  by $0.5  million
compared to the second  quarter of the prior year.  Total  revenue and operating
expenses  were  slightly  higher versus  second  quarter  2000.  However,  lower
portfolio  exposure and a $0.6 million  reduction in credit  expense  versus the
prior year contributed to the group's overall increase in net income. The nature
of the International  Banking Group business revolves around  short-term,  trade
financing and service  related  income,  which tends to result in  significantly
lower credit risk when compared to other long-term lending activities.

     The group has a long and stable  history  of  providing  correspondent  and
trade-related  services  to  international  financial  institutions.  The  group
continues to be a market leader,  achieving  strong customer loyalty in the Asia
Pacific  correspondent  banking  market by providing  high quality  products and
services at competitive  prices. The International  Banking Group head office is
located in San Francisco with branches in Tokyo, Taipei,  Seoul, Manila and Hong
Kong. In addition, the group maintains  representative offices in other parts of
Asia and Latin America and an international banking subsidiary in New York.

     GLOBAL MARKETS GROUP

     The Global Markets Group conducts business activities  primarily to support
the previously described business groups and their customers.  This group offers
a broad range of risk management products, such as foreign exchange and interest
rate swaps, caps and floors. Additionally, it places debt securities,  including
Union Bank of California,  N.A.'s own liabilities,  with institutional investors
and trades debt  instruments  in the secondary  market.  At the same time,  this
group  manages  our  market-related  risks as part of its  responsibilities  for
asset/liability  management including wholesale funding,  liquidity,  securities
portfolio, and interest rate risk hedges.

     In the second  quarter of 2001, net income  increased $3.8 million,  or 343
percent, compared to 2000. Total revenue increased $3.4 million, or 166 percent,
compared  to a year  earlier  mainly  attributed  to a 194  percent  increase in
noninterest  revenue.  Noninterest income increased $4.8 million compared to the
prior  year  mainly due to prior year  losses on the sale of  securities  in our
investment  portfolio  in order to replace low  yielding  with  higher  yielding
securities  as  part  of  the  bank's   asset/liability   management   strategy.
Noninterest  expense decreased $2.7 million,  or 72 percent,  compared to a year
earlier with the majority of that decrease  primarily a result of  reclassifying
$2.2 million in first quarter 2001 expenses to corporate activities (reported in
"other") in the current quarter.

     OTHER

     "Other" includes the following items:

     o  corporate  activities  that are not directly  attributable to one of the
        four major  business  units.  Included in this category are goodwill and
        certain  other  nonrecurring  items such as  restructuring  charges  and
        credits, merger and integration expense, certain parent company non-bank
        subsidiaries,  and  the  elimination  of  the  fully  taxable-equivalent
        amounts;

     o  the adjustment  between the credit expense under RAROC and the provision
        for credit losses under US GAAP and earnings associated with unallocated
        equity capital;

     o  the Credit  Management  Group,  containing the Special Assets  Division,
        which includes $228.9 million and $460.1 million of nonperforming assets
        for 2000 and 2001, respectively;

     o  the  Pacific  Rim  Corporate  Group,  which  offers a range  of  credit,
        deposit, and investment management products and services to companies in
        the U.S., which are affiliated with companies  headquartered outside the
        U.S., mostly in Japan; and

     o  the residual costs of support groups.


                                       25
<PAGE>


     Net loss for "other" in the second  quarter of 2001 was $5.3  million.  The
results were impacted by the following factors:

     o  Credit expense of $19.2 million due to the difference  between the $65.0
        million in  provision  for credit  losses  calculated  under our US GAAP
        methodology  and the $45.8 million in expected losses for the reportable
        business segments, which utilizes the RAROC methodology, offset by

     o  Net  interest   income  of  $16.6  million,   which  resulted  from  the
        differences  between the credit for equity for the  reportable  segments
        under  RAROC and the net  interest  income  earned  by the  consolidated
        Company,  and a credit for demand  deposits in the Pacific Rim Corporate
        Group.

     o  Noninterest income of $12.7 million,  which included a $9.5 million gain
        recognized when we sold our stock holding in Concord EFS, and

     o  Noninterest expense of $27.8 million.

     Net loss for "other" in the second quarter of 2000 was $10.1  million.  The
results were impacted by the following factors:

     o  Net  interest   income  of  $12.6  million,   which  resulted  from  the
        differences  between the credit for equity for the  reportable  segments
        under  RAROC and the net  interest  income  earned  by the  consolidated
        Company,

     o  Credit expense of $26.2 million due to the difference  between the $70.0
        million in  provision  for credit  losses  calculated  under our US GAAP
        methodology  and the $43.8 million in expected losses for the reportable
        business segments, which utilizes the RAROC methodology, and

     o  Noninterest  expense  of $8.6  million,  which  included  the $8 million
        restructuring credit.




                                       26
<PAGE>


     NET INTEREST INCOME

     The tables below shows the major  components of net interest income and net
interest margin.
<TABLE>
<CAPTION>

                                                                      FOR THE THREE MONTHS ENDED
                                          --------------------------------------------------------------------------------------
                                                     JUNE 30, 2000                                  JUNE 30, 2001
                                          --------------------------------------      ------------------------------------------
                                                             INTEREST    AVERAGE                          INTEREST      AVERAGE
                                                              INCOME/     YIELD/                           INCOME/       YIELD/
(DOLLARS IN THOUSANDS)                    AVERAGE BALANCE    EXPENSE(1)   RATE(1)     AVERAGE BALANCE     EXPENSE(1)     RATE(1)
----------------------                    ---------------   -----------    ---        ---------------     ----------    --------

<S>                                       <C>               <C>            <C>         <C>                <C>             <C>
ASSETS
Loans:(2)
   Domestic..........................     $ 25,385,864      $ 543,141       8.60%      $ 25,080,509       $ 472,070       7.55%
   Foreign(3)........................        1,055,548         17,441       6.65          1,033,880          14,909       5.78
Securities--taxable..................        3,400,563         55,269       6.51          4,488,401          70,114       6.25
Securities--tax-exempt...............           68,992          1,725      10.00             64,319           1,605       9.98
Interest bearing deposits in banks...          224,542          2,563       4.59             65,781             661       4.03
Federal funds sold and securities
   purchased under resale agreements.          130,551          2,082       6.41            189,973           2,158       4.56
Trading account assets...............          309,002          4,800       6.25            350,046           2,194       2.51
                                          ------------      ---------                  ------------       ---------
        Total earning assets.........       30,575,062        627,021       8.24         31,272,909         563,711       7.23
                                                            ---------                                     ---------
Allowance for credit losses..........         (502,637)                                    (630,939)
Cash and due from banks..............        2,148,274                                    2,228,293
Premises and equipment, net..........          424,321                                      484,049
Other assets.........................        1,201,425                                    1,235,010
                                          ------------                                 ------------
        Total assets.................     $ 33,846,445                                 $ 34,589,322
                                          ============                                 ============


LIABILITIES
Domestic deposits:
   Interest bearing..................     $  5,966,563         39,077       2.63       $  5,920,157          35,470       2.40
   Savings and consumer time.........        3,408,870         29,778       3.51          3,379,890          28,361       3.37
   Large time........................        4,691,132         69,774       5.98          5,029,502          61,595       4.91
Foreign deposits(3)..................        1,782,915         24,441       5.51          1,937,288          19,447       4.03
                                          ------------      ---------                  ------------       ---------
        Total interest bearing
           deposits..................       15,849,480        163,070       4.14         16,266,837         144,873       3.57
                                          ------------      ---------                  ------------       ---------
Federal funds purchased and
   securities sold under repurchase
   agreements........................        1,747,380         26,865       6.18          1,021,062          10,622       4.17
Commercial paper.....................        1,508,552         23,364       6.23          1,344,106          14,625       4.36
Other borrowed funds.................          403,730          5,222       5.20            567,553           6,376       4.51
Subordinated capital notes...........          298,000          5,081       6.86            200,000           2,535       5.08
UnionBanCal Corporation--obligated
   mandatorily redeemable preferred
   securities of subsidiary grantor
   trust.............................          350,000          6,490       7.41            352,148           5,367       6.09
                                          ------------      ---------                  ------------       ---------
        Total borrowed funds.........        4,307,662         67,022       6.25          3,484,869          39,525       4.55
                                          ------------      ---------                  ------------       ---------
        Total interest bearing
           liabilities...............       20,157,142        230,092       4.59         19,751,706         184,398       3.74
                                                            ---------                                     ---------
Noninterest bearing deposits.........        9,627,284                                   10,374,498
Other liabilities....................          976,792                                    1,056,794
                                          ------------                                 ------------
        Total liabilities............       30,761,218                                   31,182,998
SHAREHOLDERS' EQUITY
Common equity........................        3,085,227                                    3,406,324
                                          ------------                                 ------------
        Total shareholders' equity...        3,085,227                                    3,406,324
                                          ------------                                 ------------
Total liabilities and shareholders'
   equity............................     $ 33,846,445                                 $ 34,589,322
                                          ============                                 ============


Net interest income/margin
   (taxable-equivalent basis)........                         396,929       5.21%                           379,313       4.86%
Less: taxable-equivalent adjustment..                             637                                           590
                                                            ---------                                     ---------
        Net interest income..........                       $ 396,292                                     $ 378,723
                                                            =========                                     =========
-----------
<FN>
(1)  Yields and  interest  income are  presented on a  taxable-equivalent  basis
     using the federal statutory tax rate of 35 percent.

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

(3)  Foreign  loans and  deposits  are those loans and  deposits  originated  in
     foreign branches.
</FN>
</TABLE>
                                       27


<PAGE>

<TABLE>
<CAPTION>

                                                                        FOR THE SIX MONTHS ENDED
                                        ------------------------------------------------------------------------------------------
                                                      JUNE 30, 2000                                   JUNE 30, 2001
                                        -----------------------------------------     ------------------------------------------
                                                           INTEREST      AVERAGE                          INTEREST      AVERAGE
                                                            INCOME/       YIELD/                           INCOME/       YIELD/
(DOLLARS IN THOUSANDS)                  AVERAGE BALANCE    EXPENSE(1)     RATE(1)     AVERAGE BALANCE     EXPENSE(1)     RATE(1)
----------------------                  ---------------   -----------    --------     ----------------   ----------     --------
<S>                                     <C>               <C>              <C>        <C>                <C>              <C>
ASSETS
Loans:(2)
   Domestic........................     $ 25,151,087      $1,063,651        8.50%     $ 25,229,819       $ 991,104        7.91%
   Foreign(3)......................        1,076,478          35,817        6.69         1,035,351          32,423        6.32
Securities--taxable................        3,261,317         104,603        6.42         4,286,712         136,302        6.36
Securities--tax-exempt.............           69,642           3,490       10.02            65,791           3,256        9.90
Interest bearing deposits in banks           202,414           4,747        4.72            72,473           1,627        4.53
Federal funds sold and securities
   purchased under resale agreements         170,251           5,101        6.03           131,828           3,187        4.88
Trading account assets............           269,884           8,081        6.02           349,168           5,126        2.96
                                        ------------      ----------                  ------------       ---------
        Total earning assets......        30,201,073       1,225,490        8.15        31,171,142       1,173,025        7.57
                                                          ----------                                     ---------
Allowance for credit losses.......          (489,092)                                     (632,940)
Cash and due from banks...........         2,112,631                                     2,211,250
Premises and equipment, net.......           424,376                                       482,396
Other assets......................         1,185,313                                     1,277,253
                                        ------------                                  ------------
        Total assets..............      $ 33,434,301                                  $ 34,509,101
                                        ============                                  ============

LIABILITIES
Domestic deposits:
   Interest bearing...............      $  5,925,182          76,142        2.58      $  6,029,529          76,812        2.57
   Savings and consumer time......         3,402,526          58,349        3.45         3,350,591          58,273        3.51
   Large time.....................         4,571,463         131,727        5.79         4,729,912         125,458        5.35
Foreign deposits(3)...............         1,922,153          51,366        5.37         1,985,220          44,990        4.57
                                        ------------      ----------                  ------------       ---------
        Total interest bearing
           deposits...............        15,821,324         317,584        4.04        16,095,252         305,533        3.83
                                        ------------      ----------                  ------------       ---------
Federal funds purchased and
   securities sold under repurchase
   agreements.....................         1,537,135          45,389        5.94         1,422,984          36,422        5.16
Commercial paper..................         1,511,586          44,932        5.98         1,410,964          35,038        5.01
Other borrowed funds..............           428,599          11,168        5.24           482,405          11,716        4.90
Subordinated capital notes........           298,000           9,937        6.71           200,000           5,731        5.78
UnionBanCal Corporation--obligated
   mandatorily redeemable preferred
   securities of subsidiary grantor
   trust..........................           350,000          13,374        7.63           352,139          11,389        6.46
                                        ------------      ----------                  ------------       ---------
        Total borrowed funds......         4,125,320         124,800        6.08         3,868,492         100,296        5.22
                                        ------------      ----------                  ------------       ---------
        Total interest bearing
           liabilities............        19,946,644         442,384        4.46        19,963,744         405,829        4.10
                                                          ----------                                     ---------
Noninterest bearing deposits......         9,457,368                                    10,111,665
Other liabilities.................           980,304                                     1,061,371
                                        ------------                                  ------------
        Total liabilities.........        30,384,316                                    31,136,780
SHAREHOLDERS' EQUITY
Common equity.....................         3,049,985                                     3,372,321
                                        ------------                                  ------------
        Total shareholders' equity         3,049,985                                     3,372,321
                                        ------------                                  ------------
Total liabilities and shareholders'
   equity.........................      $ 33,434,301                                  $ 34,509,101
                                        ============                                  ============
Net interest income/margin
   (taxable-equivalent basis).....                           783,106        5.21%                          767,196        4.94%
Less: taxable-equivalent adjustment                            1,292                                         1,212
                                                          ----------                                     ---------
        Net interest income.......                        $  781,814                                     $ 765,984
                                                          ==========                                     =========
-----------
<FN>
(1)  Yields and  interest  income are  presented on a  taxable-equivalent  basis
     using the federal statutory tax rate of 35 percent.

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

(3)  Foreign  loans and  deposits  are those loans and  deposits  originated  in
     foreign branches.
</FN>
</TABLE>

                                       28
<PAGE>


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

     THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     Net interest income, on a  taxable-equivalent  basis, was $379.3 million in
the second  quarter of 2001,  compared with $396.9 million in the second quarter
of 2000.  This  decrease  of  $17.6  million,  or 4  percent,  was  attributable
primarily to a lower net interest margin which was  unfavorably  impacted by the
declining  interest rate environment and a strategic shift in our loan portfolio
to increase the mix of lesser  volatile,  yet lower  yielding  residential  real
estate loans. The declining interest environment  contributed to lower yields on
loans and other interest  bearing  assets,  which was only  partially  offset by
lower   rates  on   deposits   which  have  not   repriced  as  rapidly  as  our
interest-sensitive assets. The lower interest rate environment resulted in lower
yields on average  earning assets of 101 basis points,  coupled with lower rates
paid on  average  interest  bearing  liabilities  of 85  basis  points.  The net
interest margin decreased 35 basis points to 4.86 percent.

     Average  earning  assets were $31.3 billion in the second  quarter of 2001,
compared  with  $30.6  billion in the second  quarter of 2000.  This  growth was
attributable to a $1.1 billion,  or 31 percent,  increase in average securities.
The increase in average securities,  which was comprised primarily of fixed rate
available  for sale  securities,  reflected  liquidity  and  interest  rate risk
management  actions.  Although  average  loans  were  slightly  lower by  $327.0
million,  or 1  percent,  over the  first six  months of 2000,  the loan mix has
substantially  changed.  The decrease in average  loans was mostly due to a $1.3
billion decrease in average  commercial  loans,  mostly offset by an increase in
residential  mortgages of $1.2 billion,  both of which resulted from a strategic
portfolio shift from more volatile commercial loans. In addition, consumer loans
decreased $289.8 million,  commercial  mortgages  decreased $125.7 million,  and
real estate construction loans increased $261.9 million.

     Average  noninterest  bearing  deposits were $747.2 million,  or 8 percent,
higher over the second quarter of 2000.

     SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     Net interest income, on a  taxable-equivalent  basis, was $767.2 million in
the first six  months of 2001,  compared  with  $783.1  million in the first six
months of 2000. This decrease of $15.9 million,  or 2 percent,  was attributable
primarily to a lower net interest margin which was  unfavorably  impacted by the
declining  interest rate environment and a strategic shift in our loan portfolio
to increase the mix of less volatile, yet lower yielding residential real estate
loans. The declining interest  environment  contributed to lower yields on loans
and other  interest  bearing  assets and lower  rates on most  interest  bearing
liabilities;  however,  we  continued  to  experience  slightly  higher rates on
interest  bearing  core  deposits  which  have not  repriced  as  rapidly as our
interest-sensitive  assets mainly due to increased  competitive pricing on these
products.  The overall lower interest rate environment  resulted in lower yields
on average  earning assets of 58 basis points,  coupled with lower rates paid on
average interest bearing liabilities of 36 basis points. The net interest margin
decreased 27 basis points to 4.94 percent.

     Average  earning assets were $31.2 billion in the first six months of 2001,
compared  with $30.2  billion in the first six months of 2000.  This  growth was
attributable to a $1.0 billion,  or 31 percent,  increase in average securities.
The increase in average securities,  which was comprised primarily of fixed rate
available  for sale  securities,  reflected  liquidity  and  interest  rate risk
management  actions.  Although average loans were relatively flat over the first
six months of 2000, the loan mix has substantially changed.  Average residential
mortgages were higher by $1.0 billion and commercial  loans were lower by $747.1
million,  both of which resulted from of a strategic  portfolio  shift from more
volatile commercial loans. In addition,

                                       29
<PAGE>


consumer loans decreased $269.8 million,  commercial  mortgages decreased $167.0
million, and real estate construction loans increased $251.5 million.

     Average  noninterest  bearing  deposits were $654.3 million,  or 7 percent,
higher over the first six months of 2000.

NONINTEREST INCOME

<TABLE>
<CAPTION>

                                                FOR THE THREE MONTHS ENDED                     FOR THE SIX MONTHS ENDED
                                            ----------------------------------           -----------------------------------
                                            JUNE 30,      JUNE 30,     PERCENT           JUNE 30,      JUNE 30,      PERCENT
(DOLLARS IN THOUSANDS)                         2000          2001      CHANGE               2000          2001       CHANGE
----------------------                      --------      --------     -------           --------      --------      -------
<S>                                         <C>           <C>          <C>               <C>           <C>           <C>
Service charges on deposit accounts...      $ 52,645      $ 61,852      17.49%           $100,208      $118,872       18.63%
Trust and investment management fees..        37,388        39,234       4.94              76,188        78,915        3.58
Merchant transaction processing fees..        18,438        20,266       9.91              35,533        39,332       10.69
International commissions and fees....        18,415        18,125      (1.57)             35,451        35,235       (0.61)
Gain on exchange of STAR System stock.            --            --         --                  --        20,700          nm
Merchant banking fees.................        11,109         9,681     (12.85)             25,328        18,929      (25.26)
Brokerage commissions and fees........         9,263         9,063      (2.16)             18,693        17,978       (3.82)
Securities gains, net.................        10,018         3,751     (62.56)              5,700         6,017        5.56
Other.................................        15,794         6,419     (59.36)             27,979        13,220      (52.75)
                                            --------      --------                       --------      --------
      Total noninterest income........      $173,070      $168,391      (2.70)%          $325,080      $349,198        7.42%
                                            ========      ========                       ========      ========
---------------
<FN>
nm = not meaningful
</FN>
</TABLE>

     THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     In the second quarter of 2001,  noninterest  income was $168.4  million,  a
decrease  of $4.7  million,  or 3 percent,  from the same  period in 2000.  This
decrease was primarily due to $11.0 million in auto lease residual writedowns in
the second quarter of 2001, a $6.3 million decrease in net securities gains, and
a $1.4 million  decrease in merchant  banking fees,  partially  offset by a $9.2
million increase in service charges on deposit accounts, a $1.8 million increase
in merchant  transaction  processing  fees, and a $1.8 million increase in trust
and investment management fees.

     Revenue from service  charges on deposit  accounts  was $61.9  million,  an
increase  of 18  percent  over the  second  quarter of 2000.  The  increase  was
primarily  attributable  to a 5 percent  increase  in average  deposits,  higher
overdraft  fees due to a change in fee  structures  in 2000,  and a  decline  in
fee-waivered accounts.

     Securities gains, net, were $3.8 million, a decrease of 63 percent over the
second quarter of 2000. In the prior year quarter we had net securities gains of
$10.0  million,  which  were  primarily  related  to a  single  venture  capital
investment.  In the current year, we had realized gains of $10.5 million,  which
were partially  offset by unrealized  losses on venture  capital  investments of
$6.8 million.

     Merchant transaction  processing fees were $20.3 million, an increase of 10
percent over the second  quarter of 2000.  The increase was  primarily due to an
increase in the volume of credit card drafts deposited by merchants.

     Trust and investment  management fees were $39.2 million for second quarter
2001,  an  increase  of 5 percent  over prior year same  period.  This growth is
attributable to the acquisition of Copper Mountain Trust Company, which occurred
on  January  31,  2001.  Excluding  Copper  Mountain  Trust  Company,  fees from
pre-existing  businesses were essentially flat  year-over-year  due to declining
market conditions.


                                       30
<PAGE>


     Merchant  banking  fees were $9.7  million,  a decrease of 13 percent  from
second  quarter  2000.  The  decrease  was  primarily  due to lower  demand  for
syndication  and  investment  banking  activities as a result of current  market
conditions.

     SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     In the first six months of 2001,  noninterest income was $349.2 million, an
increase of $24.1  million,  or 7 percent,  over the same  period in 2000.  This
increase was  primarily due to a $20.7  million gain  recognized  when our stock
holding in STAR system was  exchanged  for Concord  EFS stock,  a $18.6  million
increase in service  charges on deposit  accounts,  a $3.8  million  increase in
merchant  transaction  processing fees, and a $2.7 million increase in trust and
investment  management  fees,  partially  offset by higher  auto lease  residual
writedowns  of $28.3  million in the current  year, a $6.4  million  decrease in
merchant  banking  fees,  a $4.1  million  gain on the sale of a building in the
prior year,  and a gain on the sale of leased assets of $3.0 million in 2001. In
addition, net securities gains were 6 percent, or $0.3 million,  higher than the
first six months of 2000.

     Revenue from service  charges on deposit  accounts was $118.9  million,  an
increase  of 19 percent  over the first six  months of 2000.  The  increase  was
primarily  attributable  to a 4 percent  increase  in average  deposits,  higher
overdraft  fees due to a change in fee  structures  in 2000,  and a  decline  in
fee-waivered accounts.

     Merchant transaction  processing fees were $39.3 million, an increase of 11
percent over the first six months of 2000.  The increase was primarily due to an
increase in the volume of credit card drafts deposited by merchants.

     Trust and investment  management  fees were $78.9 million for the first six
months of 2001,  an  increase  of 4 percent  over prior year same  period.  This
growth is  attributable  to the  acquisition  of Copper  Mountain Trust Company,
which  occurred on January 31, 2001.  Excluding  Copper  Mountain Trust Company,
fees from pre-existing  businesses were essentially flat  year-over-year  due to
declining market conditions.

     Merchant banking fees were $18.9 million, a decrease of 25 percent from the
first six months of 2000.  The  decrease was  primarily  due to lower demand for
syndication  and  investment  banking  activities as a result of current  market
conditions.

     Securities gains, net, were $6.0 million, an increase of 6 percent over the
first six months of 2000. In the current  year,  we had realized  gains of $11.8
million,  which were partially  offset by unrealized  losses on venture  capital
investments of $5.8 million.



                                       31
<PAGE>


NONINTEREST EXPENSE
<TABLE>
<CAPTION>


                                                 FOR THE THREE MONTHS ENDED                  FOR THE SIX MONTHS ENDED
                                             -----------------------------------      -----------------------------------
                                             JUNE 30,      JUNE 30,     PERCENT       JUNE 30,      JUNE 30,      PERCENT
(DOLLARS IN THOUSANDS)                         2000          2001        CHANGE         2000          2001         CHANGE
----------------------                       --------      --------     -------       --------      --------      -------
<S>                                          <C>           <C>            <C>         <C>           <C>            <C>
Salaries and other compensation.........     $127,711      $137,294        7.50%      $257,326      $268,266        4.25%
Employee benefits.......................       25,351        27,290        7.65         34,930        60,805       74.08
                                             --------      --------                   --------      --------
   Salaries and employee benefits.......      153,062       164,584        7.53        292,256       329,071       12.60
Net occupancy...........................       22,010        23,837        8.30         44,694        46,596        4.26
Equipment...............................       16,710        15,469       (7.43)        32,004        31,267       (2.30)
Merchant transaction processing.........       12,644        13,449        6.37         24,360        26,363        8.22
Communications..........................       10,745        11,806        9.87         21,312        23,508       10.30
Professional services...................       10,556        11,349        7.51         18,518        19,173        3.54
Data processing.........................        8,975         9,101        1.40         17,622        18,050        2.43
Advertising and public relations........        6,758        11,444       69.34         12,503        18,049       44.36
Intangible asset amortization...........        3,338         3,633        8.84          6,676         7,171        7.41
Foreclosed asset expense................           56            48      (14.29)            21            61      190.48
Restructuring credit....................       (8,000)           --          nm        (19,000)           --          nm
Other...................................       45,465        42,732      (6.01)         87,391        95,628        9.43
                                             --------      --------                   --------      --------
      Total noninterest expense.........     $282,319      $307,452       8.90%       $538,357      $614,937       14.22%
                                             ========      ========                   ========      ========
-----------
<FN>
nm = not meaningful
</FN>
</TABLE>

     THREE MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     In the second quarter of 2001,  noninterest  expense was $307.5 million, an
increase  of  $17.1  million,  or 6  percent,  over  the  same  period  in  2000
noninterest  expense,  excluding the second quarter 2000  restructuring  credit.
This  increase  was mostly  due to a $11.5  million  increase  in  salaries  and
benefits,  and a $4.7  million  increase  in  advertising  and public  relations
expense.

     Salaries  and  employee  benefits  were  $164.6  million,  an increase of 8
percent over the second  quarter of 2000.  This increase was primarily due to an
increase in salaries and employee  benefits  necessary to achieve our  strategic
goals to expand key  businesses,  annual merit  increases,  partially  offset by
lower insurance  expenses primarily due to higher COLI income of $2.7 million in
the current quarter.

     Advertising and public relations expense was $11.4 million,  an increase of
69  percent,  over the second  quarter of 2000  primarily  attributed  to higher
marketing   expenditures  on  programs  targeted  toward  increasing  growth  in
deposits, small business relationships, and residential mortgages.

     SIX MONTHS ENDED JUNE 30, 2000 AND JUNE 30, 2001

     In the first six months of 2001, noninterest expense was $614.9 million, an
increase  of  $57.6  million,  or 10  percent,  over  the  same  period  in 2000
noninterest  expense,  excluding the first and second quarter 2000 restructuring
credits.  This increase was mostly due to a $36.8  million  increase in salaries
and  benefits,  a $5.5  million  increase in  advertising  and public  relations
expense, and a $15.3 million increase in all other noninterest expenses.

     Salaries  and  employee  benefits  were $329.1  million,  an increase of 13
percent over the first six months of 2000.  This increase was primarily due to a
one-time  credit for an accounting  methodology  change in  recognizing  pension
expense of $16.0  million in the first  quarter of 2000, an increase in salaries
and employee  benefits  necessary to achieve our  strategic  goals to expand key
businesses,  annual merit increases, and higher insurance expenses primarily due
to lower COLI income in the current year.

                                       32
<PAGE>


     Advertising and public relations expense was $18.0 million,  an increase of
44 percent  over the first six  months of 2000  primarily  attributed  to higher
marketing   expenditures  on  programs  targeted  toward  increasing  growth  in
deposits, small business relationships, and residential mortgages.

     All other noninterest  expense was $267.8 million, an increase of 6 percent
over the  first  six  months  of 2000 due to the  recognition  of a loss of $6.2
million at adoption of Statement of Financial  Accounting  Standards  (SFAS) No.
133, "Accounting for Derivative  Instruments and Hedging Activities," and higher
derivative-related  expenses  of $3.6  million  due to changes in the value of a
portion of the interest  rate options  that are excluded  from hedge  accounting
under SFAS No. 133.

INCOME TAX EXPENSE

     Income tax expense in the second  quarter of 2001 was $57.5  million,  a 33
percent effective tax rate. For the second quarter of 2000, the effective income
tax rate was 35 percent.

     Income tax expense in the first six months of 2001 was $110.8 million, a 33
percent  effective  tax rate.  For the first six months of 2000,  the  effective
income tax rate was 35 percent.

     The  decrease  in the  year-over-year  effective  tax rates for the  second
quarter and first six months of the year was primarily attributed to an increase
in low income housing tax credits in the first six months of 2001.













                                       33
<PAGE>


LOANS

     The following table shows loans outstanding by loan type.

<TABLE>
<CAPTION>
                                                                                                       PERCENT CHANGE TO
                                                                                                       JUNE 30, 2001 FROM:
                                               JUNE 30,        DECEMBER 31,        JUNE 30,        JUNE 30,       DECEMBER 31,
(DOLLARS IN THOUSANDS)                           2000             2000               2001            2000            2000
-----------------------------------------   -----------        -----------       -----------       --------       ------------
<S>                                         <C>                <C>               <C>               <C>             <C>
Domestic:
   Commercial, financial and industrial..   $14,716,318        $13,748,838       $12,632,541       (14.16)%         (8.12)%
   Construction..........................       844,632            939,302         1,094,524        29.59           16.53
   Mortgage:
      Residential........................     2,684,010          3,294,485         4,196,899        56.37           27.39
      Commercial.........................     3,418,277          3,348,252         3,399,316        (0.55)           1.53
                                            -----------        -----------       -----------
        Total mortgage...................     6,102,287          6,642,737         7,596,215        24.48           14.35
   Consumer:
      Installment........................     1,785,146          1,655,676         1,446,219       (18.99)         (12.65)
      Home equity........................       740,822            755,053           767,199         3.56            1.61
                                            -----------        -----------       -----------
        Total consumer...................     2,525,968          2,410,729         2,213,418       (12.37)          (8.18)
   Lease financing.......................     1,139,978          1,134,440         1,031,358        (9.53)          (9.09)
                                            -----------        -----------       -----------
        Total loans in domestic offices..    25,329,183         24,876,046        24,568,056        (3.00)          (1.24)
Loans originated in foreign branches.....     1,043,861          1,134,352         1,088,191         4.25           (4.07)
                                            -----------        -----------       -----------
        Total loans......................   $26,373,044        $26,010,398       $25,656,247        (2.72)%         (1.36)%
                                            ===========        ===========       ===========
</TABLE>


     Our  lending  activities  are  predominantly   domestic,  with  such  loans
comprising 96 percent of the total loan portfolio at June 30, 2001.  Total loans
at June 30, 2001 were $25.7  billion,  a decrease  of 3 percent,  from the prior
year.  The  decrease  was mainly  attributable  to a decline in the  commercial,
financial and industrial loan portfolio, which decreased $2.1 billion, partially
offset by the residential  mortgage portfolio,  which increased $1.5 billion. In
addition,  the consumer  loan  portfolio  decreased  $312.6  million,  the lease
finance portfolio  decreased $108.6 million,  the commercial  mortgage portfolio
decreased $19.0 million,  and the construction  loan portfolio  increased $249.9
million.

     Commercial,  financial and industrial  loans represent the largest category
in the loan  portfolio.  These loans are extended  principally to  corporations,
middle market businesses,  and small businesses,  with no industry concentration
exceeding 10 percent of total  commercial,  financial and industrial  loans.  At
June 30, 2001 and 2000, the commercial,  financial and industrial loan portfolio
was $12.6  billion,  or 49  percent of total  loans,  and $14.7  billion,  or 56
percent of total  loans,  respectively.  The  decrease  of $2.1  billion,  or 14
percent,  from the  prior  year was  primarily  attributable  to loan  sales and
reductions  in our exposures in  nonrelationship  syndicated  loans,  as well as
charge-offs.  The nonrelationship  syndicated loan portfolio, which comprises an
estimated $1.4 billion of our total commercial, financial, and industrial loans,
has caused a  disproportionate  share of our credit  problems.  The reduction in
commercial,  financial,  and industrial loans is consistent with our strategy to
reduce  our  exposure  in  more  volatile  commercial  loans  and  increase  the
percentage of more stable consumer loans.

     The construction loan portfolio totaled $1.1 billion, or 4 percent of total
loans,  at June 30, 2001,  compared with $844.6  million,  or 3 percent of total
loans, at June 30, 2000. This growth of $249.9 million, or 30 percent,  from the
prior year was  primarily  attributable  to a  reasonably  stable,  but slowing,
California real estate market and West Coast economy.



                                       34
<PAGE>


     Commercial  mortgages were $3.4 billion,  or 13 percent of total loans,  at
June 30, 2001, compared with $3.4 billion, or 13 percent of total loans, at June
30, 2000.  The  mortgage  loan  portfolio  consists of loans on  commercial  and
industrial  projects  primarily  in  California.   The  decrease  in  commercial
mortgages of $19.0 million, or less than 1 percent, from June 30, 2000, was also
primarily due to a reasonably stable, but slowing, California real estate market
and West Coast economy.

     Residential  mortgages were $4.2 billion,  or 16 percent of total loans, at
June 30, 2001, compared with $2.7 billion, or 10 percent of total loans, at June
30, 2000. The  residential  mortgage  portfolio  consists of  residential  loans
secured by one-to-four  family residential  properties  primarily in California.
The increase in residential  mortgages of $1.5 billion, or 56 percent, from June
30, 2000, was influenced by our strategic  decision to increase our  residential
mortgage portfolio through additional channels such as wholesale,  correspondent
and whole loan purchases.

     Consumer loans totaled $2.2 billion,  or 9 percent of total loans,  at June
30, 2001,  compared with $2.5 billion, or 10 percent of total loans, at June 30,
2000. The decrease of $312.6 million, or 12 percent, was primarily  attributable
to exiting the automobile  dealer lending business in the third quarter of 2000,
partially offset by an increase in home equity loans.

     Lease financing totaled $1.0 billion,  or 4 percent of total loans, at June
30, 2001,  compared with $1.1 billion,  or 4 percent of total loans, at June 30,
2000. As we previously announced,  effective April 20, 2001, we discontinued our
auto leasing activity, which at June 30, 2001 totalled $0.5 billion.

     Loans originated in foreign branches totaled $1.1 billion,  or 4 percent of
total loans, at June 30, 2001 and $1.0 billion,  or 4 percent of total loans, at
June 30, 2000.

CROSS-BORDER OUTSTANDINGS

     Our  cross-border  outstandings  reflect  certain  additional  economic and
political  risks that are not  reflected in domestic  outstandings.  These risks
include those arising from exchange rate  fluctuations  and  restrictions on the
transfer of funds. The following table sets forth our cross-border  outstandings
as of June 30, 2000,  December 31, 2000 and June 30, 2001 for each country where
such  outstandings   exceeded  1  percent  of  total  assets.  The  cross-border
outstandings were compiled based upon category and domicile of ultimate risk and
are  comprised  of  balances  with banks,  trading  account  assets,  securities
available for sale, securities purchased under resale agreements, loans, accrued
interest  receivable,  acceptances  outstanding  and  investments  with  foreign
entities.  The amounts  outstanding  for each  country  exclude  local  currency
outstandings. For those individual countries shown in the table below, we do not
have  significant  local  currency  outstandings  that are not hedged or are not
funded by local currency borrowings.

<TABLE>
<CAPTION>

                                                    PUBLIC       CORPORATIONS
                                   FINANCIAL        SECTOR         AND OTHER          TOTAL
(DOLLARS IN MILLIONS)           INSTITUTIONS       ENTITIES        BORROWERS       OUTSTANDINGS
-----------------------------   ------------       --------      ------------      ------------
<S>                                  <C>             <C>               <C>             <C>
June 30, 2000
Korea........................        $336            $--               $52             $388
December 31, 2000
Korea........................         507             --                46              553
June 30, 2001
Korea........................         378             --                46              424

</TABLE>

PROVISION FOR CREDIT LOSSES

     We  recorded a $65.0  million  provision  for  credit  losses in the second
quarter of 2001,  compared with a $70.0  million  provision for credit losses in
the second  quarter of 2000.  The  provision for credit losses in the six months
ended June 30, 2001 was $165.0 million, compared with a $110.0 million provision
for credit losses in the six months ended June 30, 2000.  Provisions  for credit
losses are charged to income to bring


                                       35
<PAGE>


our  allowance  for credit  losses to a level deemed  appropriate  by management
based on the factors discussed under "Allowance for Credit Losses" below.

     Our provision for credit losses in the second  quarter and first six months
of 2001 considered the following:

     o  The continuing  application of stricter  standards to the definitions of
        potential and well-defined  weaknesses in our loan portfolio,  resulting
        in higher levels of criticized assets and downward  migration within the
        criticized grades,

     o  The current  quarter  slow down in  deteriorating  asset  quality in our
        commercial  loan  portfolio,  identified  in the first  quarter of 2001,
        primarily   resulting  from  the  continued   reduction  of  non-agented
        syndicated credits, and

     o  An overall improvement in the risk profile of our loan portfolio.

ALLOWANCE FOR CREDIT LOSSES

     We maintain an allowance for credit losses to absorb losses inherent in the
loan portfolio. The allowance is based on our regular,  quarterly assessments of
the probable  estimated  losses inherent in the loan portfolio,  and to a lesser
extent,  unused commitments to provide financing.  Our methodology for measuring
the  appropriate  level of the allowance  relies on several key elements,  which
include the formula allowance,  specific allowances for identified problem loans
and portfolio segments and the unallocated allowance.

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

     o  Problem graded loan loss factors are derived from a migration model that
        tracks  historical  loss over a period,  which we believe  captures  the
        inherent default losses on our loan portfolio,

     o  Pass  graded  loan loss  factors  are based on the  average  annual  net
        charge-off  rate  over  a  period  of 10  years,  which  we  believe  is
        reflective of a full economic cycle,

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

     We believe  that a business  cycle is a period in which  both  upturns  and
downturns in the economy have been reflected.  The long-term  nature of the most
recent  economic cycle has required us to extend our  historical  perspective to
capture the highs and lows of a more typical economic cycle.

     Specific   allowances  are  established  in  cases  where   management  has
identified  significant  conditions or circumstances  related to an individually
impaired credit that management  believes  indicate the probability  that a loss
has been incurred.  This amount may be determined  either by a method prescribed
by SFAS No. 114,  "Accounting  by Creditors for  Impairment of a Loan",  or by a
method which identifies certain qualitative factors.

     The unallocated  allowance  contains amounts that are based on management's
evaluation of conditions that are not directly  measured in the determination of
the formula and specific  allowances.  The  evaluation of the inherent loss with
respect to these conditions is subject to a higher degree of uncertainty because
they are not identified with specific problem credits or portfolio segments. The
conditions


                                       36
<PAGE>

evaluated in connection  with the unallocated  allowance  include the following,
which existed at the balance sheet date:

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

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

     o  Collateral values,

     o  Loan volumes and concentrations,

     o  Seasoning of the loan portfolio,

     o  Specific industry conditions within portfolio segments,

     o  Recent loss experience in particular segments of the portfolio,

     o  Duration of the current business cycle,

     o  Bank regulatory examination results, and

     o  Findings of our internal credit examiners.

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

     The allowance for credit losses is based upon estimates of probable  losses
inherent in the loan  portfolio.  The actual  losses can vary from the estimated
amounts.  Our methodology  includes several features that are intended to reduce
the differences  between  estimated and actual losses.  The loss migration model
that is used to  establish  the loan loss  factors for problem  graded  loans is
designed to be  self-correcting  by taking into account our loss experience over
prescribed periods.  Similarly, by basing the pass graded loan loss factors over
a period reflective of a business cycle, the methodology is designed to take our
recent loss  experience  into  account.  Pooled loan loss  factors are  adjusted
quarterly based upon the level of net charge-offs  expected by management in the
next  twelve  months.   Furthermore,   based  on  management's  judgement,   our
methodology  permits  adjustments to any loss factor used in the  computation of
the formula allowance for significant  factors,  which affect the collectibility
of the portfolio as of the  evaluation  date,  but are not reflected in the loss
factors.  By  assessing  the  probable  estimated  losses  inherent  in the loan
portfolio on a quarterly basis, we are able to adjust specific and inherent loss
estimates based upon the most recent information that has become available.

     COMPARISON OF THE TOTAL  ALLOWANCE AND RELATED  PROVISION FOR CREDIT LOSSES
     FROM DECEMBER 31, 2000

     During the  second  quarter  of 2001,  there were no changes in  estimation
methods  or  assumptions   that  affected  our  methodology  for  assessing  the
appropriateness  of the  formula  and  specific  allowances  for credit  losses.
Changes in  estimates  and  assumptions  regarding  the effects of economic  and
business  conditions on borrowers and other factors,  which are described below,
also  affected the  assessment of the  unallocated  allowance.  However,  we are
undertaking a project to consolidate all of our commercial lending onto the same
loss migration model. The expected completion of this project,  later this year,
will  result in a change to our  allowance  for credit  loss  methodology.  This
change is not  expected to have a material  effect on our  allowance  for credit
losses.


                                       37

<PAGE>


     At  December  31,  2000,  our total  allowance  for credit  losses was $614
million or 2.36  percent of the total loan  portfolio  and 153  percent of total
nonaccrual  loans.  At June 30, 2001, our total  allowance for credit losses was
$627  million,  or 2.44 percent of the total loan  portfolio  and 138 percent of
total nonaccrual loans. In addition,  the allowance  incorporates the results of
measuring  impaired  loans  as  provided  in SFAS  No.  114 and  SFAS  No.  118,
"Accounting  by Creditors  for  Impairment  of a  Loan--Income  Recognition  and
Disclosures".  These  accounting  standards  prescribe the measurement  methods,
income  recognition and  disclosures  related to impaired loans. At December 31,
2000,  total  impaired loans were $400 million,  and the  associated  impairment
allowance  was $147  million  compared  with  $453  million  and  $130  million,
respectively, at June 30, 2001.

     We  recorded a $65  million  provision  in the second  quarter of 2001 as a
result of management's  assessment of factors,  including the slowing US economy
and  the  current   California   energy  crisis,   affecting   elements  of  the
communication/media,  broadcasting,  and other companies in domestic  markets in
which we operate and the growth in, and changes in the  composition of, the loan
portfolio.  Losses  inherent  in these types of credits  are more  difficult  to
assess because historically these have been more volatile than losses from other
credits.

     CHANGES IN THE FORMULA,  SPECIFIC  ALLOWANCES,  AND UNALLOCATED  ALLOWANCES
     FROM DECEMBER 31, 2000

     At June 30, 2001, the formula allowance was $395 million,  compared to $380
million at December 31, 2000, representing an increase of $15 million.

     At June 30, 2001, the specific  allowance was $95 million  compared to $133
million at December 31, 2000, a decrease of $38 million.  This was primarily due
to charge-offs recognized during the quarter.

     Our problem credits,  including amounts outstanding to a California utility
that filed for bankruptcy  protection in early April, continue to be centered in
the commercial loan portfolio and mostly within  syndicated  loan purchases.  At
this time, we see no  significant  deterioration  in the real estate or consumer
loan portfolios.

     At June 30, 2001, the  unallocated  allowance was $137 million  compared to
$101 million at December 31, 2000, an increase of $36 million. In evaluating the
appropriateness  of the  unallocated  allowance,  we  considered  the  following
factors as well as more general  factors such as the interest  rate  environment
and the  impact of the  economic  downturn  on those  borrowers  who have a more
leveraged financial profile:

     o  the continued adverse effects of the California energy crisis, including
        the threat of  blackouts  and  higher  electric  and gas  costs,  on the
        California  economy and  businesses,  which could be in the range of $19
        million to $49 million,

     o  the continued  adverse  effects of changes in the economic,  regulatory,
        and  technology  environments  on borrowers in the  communications/media
        industry, which could be in the range of $13 million to $35 million,

     o  the adverse effects of the well-publicized  problems of the large public
        utilities and the independent  power producers in California which could
        be in the range of $8 million to $12 million,

     o  the adverse  effects of the  weakening  economy  and  slowing  trends in
        consumer spending on borrowers in the retailing industry, which could be
        in the range of $5 million to $13 million,

     o  the adverse  effects of  declining  product life cycles and a slowing in
        demand for personal  computers on borrowers in the technology  industry,
        which could be in the range of $5 million to $11 million, and

                                       38
<PAGE>


     o  the  continued  but  decreasing  need to  provide  for  probable  losses
        resulting  from  weaknesses  in the parent  companies of our Pacific Rim
        borrowers, which could be in the range of $3 million to $7 million.

     There  can be no  assurance  that  the  adverse  impact  of  any  of  these
conditions  on us will not be in  excess of the  ranges  set  forth  above.  See
"Certain Business Risks Factors" on page 42.

     CHANGE IN THE TOTAL ALLOWANCE FOR CREDIT LOSSES

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

<TABLE>
<CAPTION>

                                                                                    FOR THE THREE MONTHS        FOR THE SIX MONTHS
                                                                                        ENDED JUNE 30,             ENDED JUNE 30,
                                                                                   ----------------------      --------------------
(DOLLARS IN THOUSANDS)                                                               2000          2001          2000        2001
----------------------------------------------------------------------------       --------      --------      --------    --------
<S>                                                                                <C>           <C>           <C>         <C>
Balance, beginning of period................................................       $483,206      $642,334      $470,378    $613,902
Loans charged off:
   Commercial, financial and industrial.....................................         53,445        90,151        84,774     164,706
   Mortgage.................................................................             79            28           115          58
   Consumer.................................................................          3,099         2,897         5,994       6,234
   Lease financing..........................................................            731         1,007         1,331       1,788
                                                                                   --------      --------      --------    --------
      Total loans charged off...............................................         57,354        94,083        92,214     172,786
Recoveries of loans previously charged off:
   Commercial, financial and industrial.....................................          2,691        12,073         8,643      18,010
   Mortgage.................................................................             88            --           127          24
   Consumer.................................................................          1,974         1,125         3,513       2,252
   Lease financing..........................................................            137           171           327         319
   Foreign(1)...............................................................             --            --            --          14
                                                                                   --------      --------      --------    --------
      Total recoveries of loans previously charged off......................          4,890        13,369        12,610      20,619
                                                                                   --------      --------      --------    --------
      Net loans charged off.................................................         52,464        80,714        79,604     152,167
Provision for credit losses.................................................         70,000        65,000       110,000     165,000
Foreign translation adjustment and other net additions (deductions).........            (11)          (83)          (43)       (198)
                                                                                   --------      --------      --------    --------
Balance, end of period......................................................       $500,731      $626,537      $500,731    $626,537
                                                                                   ========      ========      ========    ========


Allowance for credit losses to total loans..................................           1.90%         2.44%         1.90%       2.44%
Provision for credit losses to net loans charged off........................          33.42         80.53        138.18      108.43
Net loans charged off to average loans outstanding for the period(2)........           0.80          1.24          0.61        1.17

----------------------------
<FN>
(1)  Foreign loans are those loans originated in foreign branches.

(2)  Annualized.
</FN>
</TABLE>

     Total loans  charged off in the second  quarter of 2001  increased by $36.7
million  from the second  quarter of 2000,  due to a $36.7  million  increase in
commercial,  financial and industrial loans charged off. Charge-offs reflect the
realization of losses in the portfolio that were recognized  previously  through
provisions for credit losses.

     The second quarter's  recoveries of loans previously  charged off increased
by $8.5  million  from the same  period  in 2000.  The  percentage  of net loans
charged off to average loans  outstanding for the period increased by 55 percent
from the same period in 2000. At June 30, 2001,  the allowance for credit losses
exceeded the net loans charged off during the second quarter of 2001, reflecting
management's belief, based on the foregoing analysis,  that there are additional
losses inherent in the portfolio.


                                       39
<PAGE>


     Historical net charge-offs are not necessarily  indicative of the amount of
net charge-offs that we will realize in the future.

NONPERFORMING ASSETS

<TABLE>
<CAPTION>

                                                                           JUNE 30,    DECEMBER 31,   JUNE 30,
(DOLLARS IN THOUSANDS)                                                       2000          2000         2001
----------------------------------------------------------------------     --------    -----------    --------
<S>                                                                        <C>           <C>          <C>
Commercial, financial and industrial..................................     $190,397      $385,263     $432,756
Construction..........................................................        4,078         3,967        3,967
Commercial mortgage...................................................        3,352        10,769       16,699
Foreign...............................................................        5,374            --           --
                                                                           --------    -----------    --------
   Total nonaccrual loans.............................................      203,201       399,999      453,422
Foreclosed assets.....................................................        1,792         1,181        1,345
Distressed loans held for sale........................................       23,988         7,124        5,349
                                                                           --------    -----------    --------
      Total nonperforming assets......................................     $228,981      $408,304     $460,116
                                                                           ========    ==========     ========
Allowance for credit losses...........................................     $500,731      $613,902     $626,537
                                                                           ========    ==========     ========
Nonaccrual loans to total loans.......................................         0.77%         1.54%        1.77%
Allowance for credit losses to nonaccrual loans.......................       246.42        153.48       138.18
Nonperforming assets to total loans, distressed loans held for sale
   and foreclosed assets..............................................         0.87          1.57         1.79
Nonperforming assets to total assets..................................         0.68          1.16         1.29
</TABLE>

     At June 30, 2001,  nonperforming assets totaled $460.1 million, an increase
of $231.1 million, or 101 percent,  from a year earlier. The increase was due to
general deterioration in our loan portfolio and included all amounts outstanding
to a California utility that filed for bankruptcy protection in early April.

     Nonaccrual  loans as a percentage  of total loans were 1.77 percent at June
30, 2001, compared with 0.77 percent at June 30, 2000. Nonperforming assets as a
percentage of total loans, distressed loans held for sale, and foreclosed assets
increased to 1.79 percent at June 30, 2001 from 0.87 percent at June 30, 2000.

LOANS 90 DAYS OR MORE PAST DUE AND STILL ACCRUING

<TABLE>
<CAPTION>


                                                                   JUNE 30,       DECEMBER 31,    JUNE 30,
(DOLLARS IN THOUSANDS)                                                 2000           2000          2001
---------------------------------------------------------------     -------       -----------     -------
<S>                                                                  <C>             <C>          <C>
Commercial, financial and industrial...........................      $2,552          $1,713       $12,812
Mortgage:
   Residential.................................................       2,837           2,699         3,376
   Commercial..................................................         875              --         1,087
                                                                     ------          ------       -------
        Total mortgage.........................................       3,712           2,699         4,463
Consumer and other.............................................       3,217           2,921         3,286
                                                                     ------          ------       -------
   Total loans 90 days or more past due and still accruing.....      $9,481          $7,333       $20,561
                                                                     ======          ======       =======
</TABLE>



LIQUIDITY

     Liquidity risk represents the potential for loss as a result of limitations
on our ability to adjust our future  cash flows to meet the needs of  depositors
and borrowers and to fund operations on a timely and  cost-effective  basis. The
Asset and Liabililty  Management Policy approved by the Board requires quarterly
reviews of our liquidity by the Asset and Liability Management Committee,  which
is composed of bank senior executives.  Our liquidity  management draws upon the
strengths of our extensive  retail and

                                       40
<PAGE>

commercial market business  franchise,  coupled with the ability to obtain funds
for various  terms in a variety of domestic  and  international  money  markets.
Liquidity is managed through the funding and investment  functions of the Global
Markets Group.

     Core deposits  provide us with a sizable  source of  relatively  stable and
low-cost funds. Our average core deposits,  which include demand deposits, money
market demand  accounts,  and savings and consumer time deposits,  combined with
average common shareholders'  equity,  funded 67 percent of average total assets
of $34.6  billion  for the  second  quarter  ended  June 30,  2001.  Most of the
remaining  funding  was  provided  by  short-term  borrowings  in  the  form  of
negotiable  certificates of deposit,  foreign deposits,  federal funds purchased
and securities  sold under  repurchase  agreements,  commercial  paper and other
borrowings.

     Liquidity  may also be provided  by the sale or  maturity  of assets.  Such
assets  include  interest  bearing  deposits  in banks,  federal  funds sold and
securities  purchased under resale agreements,  and trading account  securities.
The aggregate of these assets averaged $0.7 billion during the second quarter of
2001. Additional liquidity may be provided by securities available for sale that
amounted to $4.9 billion at June 30, 2001 and by loan maturities.

REGULATORY CAPITAL

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

<TABLE>
<CAPTION>


UNIONBANCAL CORPORATION

                                                                                                 MINIMUM       "WELL-CAPITALIZED"
                                  JUNE 30,           DECEMBER 31,           JUNE 30,           REGULATORY          REGULATORY
(DOLLARS IN THOUSANDS)              2000                 2000                 2001             REQUIREMENT         REQUIREMENT
------------------------    ------------------   ------------------    -----------------    ------------------  ---------------
<S>                         <C>          <C>     <C>          <C>     <C>         <C>       <C>           <C>        <C>
CAPITAL COMPONENTS
Tier 1 capital..........    $ 3,468,456          $ 3,471,289          $ 3,570,022
Tier 2 capital..........        618,790              620,102              607,791
                            -----------          -----------          -----------
Total risk-based capital    $ 4,087,246          $ 4,091,391          $ 4,177,813
                            ===========          ===========          ===========
Risk-weighted assets....    $33,907,287          $33,900,404          $32,908,813
                            ===========          ===========          ===========
Quarterly average assets    $33,790,732          $34,075,813          $34,568,113
                            ===========          ===========          ===========

CAPITAL RATIOS                 AMOUNT    RATIO      AMOUNT    RATIO      AMOUNT    RATIO      AMOUNT     RATIO
------------------------    -----------  -----   -----------  -----   -----------  -----    -----------  -----
Total capital (to
   risk-weighted assets)    $ 4,087,246  12.05%  $ 4,091,391  12.07%  $ 4,177,813  12.70%   >$2,632,705    8.0%       na
                                                                                            -
Tier 1 capital (to
   risk-weighted assets)      3,468,456  10.23     3,471,289  10.24     3,570,022  10.85    > 1,316,353    4.0        na
                                                                                            -
Leverage(1).............      3,468,456  10.26     3,471,289  10.19     3,570,022  10.33    > 1,382,725    4.0        na
                                                                                            -
------------------
<FN>
(1)  Tier 1 capital  divided by  quarterly  average  assets  (excluding  certain
     intangible assets).
</FN>
</TABLE>

<TABLE>
<CAPTION>

UNION BANK OF CALIFORNIA, N.A.

                                                                                                 MINIMUM         "WELL-CAPITALIZED"
                                  JUNE 30,           DECEMBER 31,           JUNE 30,           REGULATORY            REGULATORY
(DOLLARS IN THOUSANDS)              2000                 2000                 2001             REQUIREMENT           REQUIREMENT
------------------------    ------------------   ------------------   ------------------    ------------------   -----------------
<S>                         <C>          <C>     <C>          <C>     <C>         <C>       <C>           <C>    <C>          <C>
CAPITAL COMPONENTS
Tier 1 capital..........    $ 3,207,626          $ 3,157,516          $ 3,187,528
Tier 2 capital..........        510,959              513,144              500,739
                            -----------          -----------          -----------
Total risk-based capital    $ 3,718,585          $ 3,670,660          $ 3,688,267
                            ===========          ===========          ===========
Risk-weighted assets....    $33,276,287          $33,341,752          $32,344,858
                            ===========          ===========          ===========
Quarterly average assets    $33,342,936          $34,173,719          $34,179,220
                            ===========          ===========          ===========

CAPITAL RATIOS                 AMOUNT    RATIO      AMOUNT    RATIO      AMOUNT    RATIO       AMOUNT    RATIO     AMOUNT     RATIO
------------------------    -----------  -----   -----------  -----   -----------  -----    -----------  -----   ----------  -----
CAPITAL RATIOS
Total capital (to
   risk-weighted assets)    $ 3,718,585  11.17%  $ 3,670,660  11.01%  $ 3,688,267  11.40%   >$2,587,589   8.0%  >$3,234,486   10.0%
                                                                                            -                   -
Tier 1 capital (to
   risk-weighted assets)      3,207,626   9.64     3,157,516   9.47     3,187,528   9.85    > 1,293,794   4.0   > 1,940,691    6.0
                                                                                            -                   -
Leverage(1).............      3,207,626   9.62     3,157,516   9.24     3,187,528   9.33    > 1,367,169   4.0   > 1,708,961    5.0
                                                                                            -                   -
----------------
<FN>
(1) Tier 1 capital divided by quarterly average assets (excluding certain intangible assets).
</FN>
</TABLE>

                                       41

<PAGE>


     We and Union Bank of  California,  N.A. are subject to various  regulations
issued by federal banking agencies,  including minimum capital requirements.  We
and Union Bank of  California,  N.A. are required to maintain  minimum ratios of
total and Tier 1  capital  to  risk-weighted  assets  and of Tier 1  capital  to
quarterly average assets (the leverage ratio).

     Compared  with  December 31, 2000,  our Tier 1 risk-based  capital ratio at
June 30, 2001 increased 61 basis points to 10.85 percent,  our total  risk-based
capital ratio increased 63 basis points to 12.70 percent, and our leverage ratio
increased 14 basis points to 10.33 percent.  The increases in the capital ratios
were primarily attributable to higher common equity mainly related to higher net
income and a lower  risk-based asset balance mainly due to lower commercial loan
balances outstanding and unused commitments in the second quarter of 2001.

     As of June 30, 2001,  management  believes the capital ratios of Union Bank
of California,  N.A. met all  regulatory  requirements  of a  "well-capitalized"
institution.

CERTAIN BUSINESS RISKS FACTORS

     ADVERSE CALIFORNIA ECONOMIC CONDITIONS COULD ADVERSELY AFFECT OUR BUSINESS

     A  substantial  majority  of our  assets  and  deposits  are  generated  in
California.  As a result, poor economic conditions in California may cause us to
incur losses  associated  with higher  default  rates and  decreased  collateral
values  in our loan  portfolio.  In the early  1990's,  the  California  economy
experienced  an economic  recession  that  resulted in increases in the level of
delinquencies  and  losses  for  us and  many  of the  state's  other  financial
institutions. If California were to experience another recession, we expect that
our level of problem assets would increase accordingly.

     ADVERSE  ECONOMIC  FACTORS  AFFECTING  CERTAIN  INDUSTRIES  COULD ADVERSELY
     AFFECT OUR BUSINESS

     We are also  subject to certain  industry-specific  economic  factors.  For
example,  a portion of our total  loan  portfolio  is  related  to real  estate.
Accordingly,  a downturn in the real estate industry in California could have an
adverse  effect  on our  operations.  Similarly,  a portion  of our  total  loan
portfolio  is  to  borrowers  in  the  agricultural  industry.  Adverse  weather
conditions,  combined  with low  commodity  prices,  may  adversely  affect  the
agricultural industry and, consequently,  may impact our business negatively. In
addition, auto leases comprise a portion of our total loan portfolio.  Continued
deterioration  in the used car  market may  result in  additional  losses on the
valuation of auto lease residuals beyond those reported in 2000 and through June
30, 2001. Further,  portions of our total loan portfolio are to borrowers in the
industries  referred to in "Allowance for Credit Losses",  above, which could be
adversely affected by the factors referred to in that section.

     RISKS ASSOCIATED WITH THE CALIFORNIA ENERGY CRISIS

     Due to problems  associated with the  deregulation of the electrical  power
industry in California,  two California  utilities have publicly  announced that
their financial  situation is grave. One of these utilities filed for bankruptcy
protection  in April 2001.  The  utilities  have also  announced  that they have
already  defaulted on certain  payment  obligations.  As a lender to the utility
industry,  we face the risk that the industry will sustain increased defaults on
payments or bankruptcy filings.

     In addition,  customers of the utilities have been faced with increased gas
and electric prices, power shortages and, in some cases, rolling blackouts.  The
long-term  impact of the energy  crisis in  California  on our  markets  and our
business  cannot be predicted  but could result in an economic  slow-down.  This
could  have an  adverse  effect on the  demand  for new  loans,  the  ability of
borrowers  to repay  outstanding  loans,  the  value of real  estate  and  other
collateral securing loans and, as a result, on our financial condition,  results
of operations and the market value of our common stock.

     FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT OUR BUSINESS

     Significant  increases in market  interest rates, or the perception that an
increase may occur,  could  adversely  affect both our ability to originate  new
loans and our ability to grow.  Conversely,  a decrease in interest  rates could
result in an  acceleration  in the  prepayment  of loans.  An increase in market
interest  rates could also  adversely  affect the  ability of our  floating-rate
borrowers to meet their higher payment

                                       42
<PAGE>

obligations.  If this  occurred,  it could cause an  increase  in  nonperforming
assets and charge-offs, which could adversely affect our business.

     FLUCTUATIONS IN INTEREST RATES COULD ADVERSELY AFFECT OUR MARGIN SPREAD

     Changes in market interest  rates,  including  changes in the  relationship
between  short-term and long-term  market  interest  rates or between  different
interest rate indices,  can impact our margin  spread,  that is, the  difference
between the interest rates we charge on interest earning assets,  such as loans,
and the interest rates we pay on interest bearing liabilities, such as deposits.
The impact, particularly in a falling interest rate environment, could result in
an increase in our interest expense relative to interest income.

     SHAREHOLDER VOTES ARE CONTROLLED BY THE BANK OF TOKYO-MITSUBISHI, LTD.

     A majority of our  directors  are not officers or employees of  UnionBanCal
Corporation or any of our affiliates,  including The Bank of Tokyo-  Mitsubishi,
Ltd. However,  because of The Bank of Tokyo-Mitsubishi,  Ltd.'s control over the
election of our directors, The Bank of Tokyo- Mitsubishi,  Ltd. could change the
composition  of our  Board of  Directors  so that  the  Board  would  not have a
majority  of  outside  directors.  The Bank of Tokyo-  Mitsubishi,  Ltd.  owns a
majority of the outstanding shares of our common stock. As a result, The Bank of
Tokyo-Mitsubishi,  Ltd.  can  elect  all of our  directors  and as a result  can
control the vote on all matters,  including  determinations such as: approval of
mergers or other business combinations; sales of all or substantially all of our
assets;  any matters  submitted to a vote of our  shareholders;  issuance of any
additional  common stock or other equity  securities;  incurrence  of debt other
than in the ordinary  course of business;  the selection and tenure of our Chief
Executive  Officer;  payment of dividends  with respect to common stock or other
equity  securities;  and  matters  that  might  be  favorable  to  The  Bank  of
Tokyo-Mitsubishi,  Ltd. The Bank of Tokyo-Mitsubishi,  Ltd.'s ability to prevent
an  unsolicited  bid for us or any other change in control could have an adverse
effect on the market price for our common stock.

     THE BANK OF  TOKYO-MITSUBISHI,  LTD.'S FINANCIAL  CONDITION COULD ADVERSELY
     AFFECT OUR OPERATIONS

     Although   we  fund   our   operations   independently   of  The   Bank  of
Tokyo-Mitsubishi,  Ltd.  and believe our  business  is not  necessarily  closely
related to The Bank of Tokyo-Mitsubishi, Ltd.'s business or outlook, The Bank of
Tokyo-Mitsubishi,   Ltd.'s  credit  ratings  may  affect  our  credit   ratings.
Deterioration in The Bank of Tokyo-Mitsubishi, Ltd.'s credit rating or financial
condition  could result in an increase in our  borrowing  costs and could impair
our  access  to  the  public  and   private   capital   markets.   The  Bank  of
Tokyo-Mitsubishi,  Ltd. is also subject to regulatory  oversight and review. Our
business  operations  and  expansion  plans  could  be  negatively  affected  by
regulatory  concerns  related to the Japanese  financial  system and The Bank of
Tokyo-Mitsubishi, Ltd.

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

     As part of The Bank of  Tokyo-Mitsubishi,  Ltd.'s  normal  risk  management
processes,  The Bank of  Tokyo-Mitsubishi,  Ltd. manages global credit exposures
and  concentrations on an aggregate basis,  including us. Therefore,  at certain
levels,  our ability to approve  certain  credits and categories of customers is
subject to  concurrence  by The Bank of  Tokyo-Mitsubishi,  Ltd.  We may wish to
extend  credit to the same customer as The Bank of Tokyo-  Mitsubishi,  Ltd. Our
ability to do so may be  limited  for  various  reasons,  including  The Bank of
Tokyo-Mitsubishi,  Ltd.'s  aggregate  credit  exposure and  marketing  policies.
Certain   directors'   and  officers'   ownership   interests  in  The  Bank  of
Tokyo-Mitsubishi,  Ltd.'s  common  stock or service as a director  or officer or
other employee of both us and The Bank of Tokyo-Mitsubishi, Ltd. could create or
appear to create  potential  conflicts of interest,  especially since both of us
compete in the United States banking industry.

     SUBSTANTIAL  COMPETITION IN THE CALIFORNIA  BANKING MARKET COULD  ADVERSELY
     AFFECT US

     Banking is a highly  competitive  business.  We compete  actively for loan,
deposit,  and  other  financial  services  business  in  California,  as well as
nationally and internationally.  Our competitors include a large number of state
and national banks, thrift institutions and major  foreign-affiliated or foreign
banks,  as well as many  financial and  non-financial  firms that offer services
similar to those offered by us. Some of our

                                       43
<PAGE>


competitors are community banks that have strong local market  positions.  Other
competitors  include  large  financial  institutions  (such as Bank of  America,
California  Federal,  Washington  Mutual, and Wells Fargo) that have substantial
capital,  technology and marketing resources.  Such large financial institutions
may have greater  access to capital at a lower cost than us, which may adversely
affect our ability to compete effectively.

     RESTRICTIONS  ON  DIVIDENDS  AND OTHER  DISTRIBUTIONS  COULD LIMIT  AMOUNTS
     PAYABLE TO US

     A substantial  portion of our cash flow typically  comes from dividends our
bank and nonbank  subsidiaries pay to us. Various statutory  provisions restrict
the  amount of  dividends  our  subsidiaries  can pay to us  without  regulatory
approval. In addition, if any of our subsidiaries liquidates,  that subsidiary's
creditors  will be  entitled  to receive  distributions  from the assets of that
subsidiary  to  satisfy  their  claims  against  it before we, as a holder of an
equity interest in the subsidiary, will be entitled to receive any of the assets
of the subsidiary.

     ADVERSE  EFFECTS OF BANKING  REGULATIONS OR CHANGES IN BANKING  REGULATIONS
     COULD ADVERSELY AFFECT US

     We are subject to significant federal and state regulation and supervision,
which is primarily  for the benefit and  protection of our customers and not for
the benefit of investors. In the past, our business has been materially affected
by these  regulations.  This trend is likely to continue  in the  future.  Laws,
regulations or policies  currently  affecting us and our subsidiaries may change
at any time.  Regulatory  authorities  may also change their  interpretation  of
these  statutes  and  regulations.  Therefore,  our  business  may be  adversely
affected   by  any   future   changes   in  laws,   regulations,   policies   or
interpretations.  Additionally,  our international  activities may be subject to
the laws and regulations of the jurisdiction  where business is being conducted.
International  laws,  regulations and policies affecting us and our subsidiaries
may change at any time and affect our business opportunities and competitiveness
in these jurisdictions. Due to The Bank of Tokyo-Mitsubishi,  Ltd.'s controlling
ownership  of us,  laws,  regulations  and  policies  adopted or enforced by the
Government of Japan may adversely  affect our  activities  and  investments  and
those of our subsidiaries in the future. Under long-standing policy of the Board
of Governors of the Federal Reserve  System,  a bank holding company is expected
to act as a source of financial  strength for its subsidiary  banks. As a result
of that policy,  we may be required to commit  financial and other  resources to
our subsidiary bank in circumstances where we might not otherwise do so.

     POSSIBLE FUTURE SALES OF SHARES BY THE BANK OF TOKYO-MITSUBISHI, LTD. COULD
     ADVERSELY AFFECT THE MARKET FOR OUR STOCK

     Although The Bank of Tokyo-Mitsubishi,  Ltd. has announced its intention to
maintain its majority ownership in us, The Bank of Tokyo-  Mitsubishi,  Ltd. may
sell shares of our common stock in compliance with the federal  securities laws.
By virtue of The Bank of  Tokyo-Mitsubishi,  Ltd.'s  current  control of us, The
Bank of Tokyo-Mitsubishi,  Ltd. could sell large amounts of shares of our common
stock by causing us to file a  registration  statement  that would allow them to
sell shares more easily. In addition,  The Bank of Tokyo-Mitsubishi,  Ltd. could
sell shares of our common stock without registration  pursuant to Rule 144 under
the Securities Act. Although we can make no prediction as to the effect, if any,
that such sales  would have on the market  price of our common  stock,  sales of
substantial amounts of our common stock, or the perception that such sales could
occur, could adversely affect our market price. If The Bank of Tokyo-Mitsubishi,
Ltd. sells or transfers shares of our common stock as a block, another person or
entity could become our controlling shareholder.

     STRATEGIES

     In  connection  with  our  strategic  plan  established  in  2000,  we have
developed long-term financial  performance goals, which we expect to result from
successful implementation of our operating strategies. We cannot assure you that
we will be successful in achieving  these  long-term goals or that our operating
strategies will be successful.  Achieving success in these areas is dependent on
a number of factors, many of which are beyond our direct control.

                                       44
<PAGE>


     Factors  that may  adversely  affect our  ability  to attain our  long-term
financial performance goals include:

     o  deterioration of our asset quality,

     o  our inability to control noninterest expenses,

     o  our inability to increase noninterest income,

     o  our inability to decrease reliance on asset revenues,

     o  our ability to sustain loan growth,

     o  regulatory and other impediments associated with making acquisitions,

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

     o  decreases in net interest margins,

     o  increases in competition,

     o  adverse regulatory or legislative developments, and

     o  unexpected increases in costs related to potential acquisitions.

     RISKS   ASSOCIATED   WITH  POTENTIAL   ACQUISITIONS   OR   DIVESTITURES  OR
     RESTRUCTURING

     We may acquire or invest in companies,  technologies,  services or products
that complement our business.  In addition,  we continue to evaluate performance
of all of our  businesses and business lines and may sell a business or business
lines. Any acquisitions, divestitures or restructuring may result in potentially
dilutive issuance of equity securities, significant write-offs, the amortization
of  expenses  related  to  goodwill  and  other  intangible  assets  and/or  the
incurrence  of debt,  any of which could have a material  adverse  effect on our
business,   financial   condition  and  results  of  operations.   Acquisitions,
divestitures or restructuring  could involve numerous additional risks including
difficulties in the assimilation or separation of operations, services, products
and  personnel,  the diversion of  management's  attention  from other  business
concerns,  the  disruption  of our  business,  and  the  potential  loss  of key
employees.  There can be no assurance  that we would be successful in overcoming
these or any other significant risks encountered.

     WE MIGHT BE UNABLE TO RECRUIT OR RETAIN  NECESSARY  PERSONNEL,  WHICH COULD
     SLOW THE DEVELOPMENT OF OUR BUSINESS.

     Our  performance is  substantially  dependent on the performance of our key
managerial,  marketing and  technical  personnel.  We are dependent  both on our
ability to retain and motivate our key personnel  and to attract new  personnel.
However, the labor markets in California are tight and we cannot be sure that we
will be able to attract,  motivate and retain such  personnel.  Competition  for
qualified  personnel in California is intense both within our industry and other
industry sectors,  including high technology.  Competitors and others, including
high  technology  companies,  have in the past and may in the future  attempt to
recruit our employees.  Inability to attract,  retain and motivate the personnel
necessary  to support the growth of our business  could have a material  adverse
effect upon our business, results of operations, and financial condition.

ITEM 3. MARKET RISK.

     Our exposure to market risk was  mitigated in the  volatile  interest  rate
environment in the first and second quarters of 2001 due to the effectiveness of
our asset/liability  management.  A complete  explanation  concerning our market
risk  exposure  is  incorporated  by  reference  from the text under the caption
"Quantitative  and Qualitative  Disclosures  About Market Risk" in the Form 10-K
for the year ended December 31, 2000.


                                       45
<PAGE>


                           PART II. OTHER INFORMATION

ITEM 4.  OTHER INFORMATION

     On May 29, 2001,  effective  July 1, 2001,  the board of directors  elected
Norimichi   Kanari   president  and  chief  executive   officer  of  UnionBanCal
Corporation and Union Bank of California, N.A., succeeding Takahiro Moriguchi.

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

(a)  Exhibits:

 NO.                               DESCRIPTION
----   -------------------------------------------------------------------------
 3.1   Restated Articles of Incorporation of the Registrant, as amended(1)
 3.2   By-laws of the Registrant, as amended January 27, 1999(2)
10.1   Management Stock Plan. (As restated effective June 1, 1997)*(3)
10.2   Union Bank of California Deferred Compensation Plan. (January 1, 1997,
       Restatement, as amended November 21, 1996)*(4)
10.3   Union Bank of California Senior Management Bonus Plan. (Effective
       January 1, 2001)*(5)
10.4   Richard C. Hartnack Employment Agreement. (Effective January 1, 1998)*(6)
10.5   Robert M. Walker Employment Agreement. (Effective January 1, 1998)*(6)
10.6   Union Bank of California Supplemental Executive Retirement Plan.
       (Effective January 1, 1988) (Amended and restated as of January 1, 1997)
       *(3)
10.7   Union Bank Financial Services Reimbursement Program. (Effective
       January 1, 1996)*(7)
10.9   1997 Performance Share Plan, as amended. (Effective January 1, 1997)*(5)
10.10  Service Agreement Between Union Bank of California and The Bank of
       Tokyo-Mitsubishi Ltd. (Effective October 1, 1997)*(3)
10.11  Management Stock Plan. (As restated effective January 1, 2000)*(8)
10.12  Union Bank of Califorinia, N.A. Supplemental Retirement Plan for Policy
       Making Officers. (Effective November 1, 1999)(9)
----------------
(1)  Incorporated by reference to Form 10-K for the year ended December 31,
     1998.
(2)  Incorporated by reference to Form 10-Q for the quarter ended March 31,
     1999.
(3)  Incorporated by reference to Form 10-K for the year ended December 31,
     1997.
(4)  Incorporated by reference to Form 10-K for the year ended December 31,
     1996.
(5)  Incorporated by reference to Form DEF-14A dated March 28, 2001.

(6)  Incorporated by reference to Form 10-Q for the quarter ended September 30,
     1998.
(7)  Incorporated by reference to Form 8-K dated April 1, 1996.

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

(9)  Incorporated by reference to Form 10-Q for the quarter ended June 30, 2000.

*    Management contract or compensatory plan, contract or arrangement.

(b)  Reports on Form 8-K

None


                                       46
<PAGE>



                                   SIGNATURES

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



                                       UNIONBANCAL CORPORATION
                                            (Registrant)


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


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



                                       Dated:  August 13, 2001


















                                       47