##### Table of Contents



UNITED STATESSECURITIES 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 September 30, 2003
|  |  |                                                  
|  |  | OR                                               
|  |  |                                                  
|o |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
|  |  |                                                  
|  |  | OF THE SECURITIES EXCHANGE ACT OF 1934           

For the transition period from______to_____
Commission file number 001-14879

BAY VIEW CAPITAL CORPORATION

(Exact name of registrant as specified in its charter)


|                                                                        |  |                                                
|----------------------------------------------------------------------- |  | -----------------------------------------------
|Delaware
(State or other jurisdiction of
incorporation or organization) |  | 94-3078031
(I.R.S. Employer
Identification No.)

1840 Gateway Drive, San Mateo, California 94404
(Address of principal executive offices)        (Zip Code)

Registrants telephone number, including area code (650) 312-7200

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 [  ]

Indicate by check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes [X]    No [  ]

Indicate the number of shares outstanding of each of the registrants
classes of common stock, as of the latest
practicable date.

|                                              |  |                                                  
|--------------------------------------------- |  | -------------------------------------------------
|Common Stock, Par Value $.01
(Title of Class) |  | Outstanding at October 31, 2003
63,737,359 shares

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TABLE OF CONTENTS



|                              |                                                                                               |                                                                                     |  |  |  |  |  | 
|----------------------------- | --------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- |  |  |  |  |  | 
|PART I. FINANCIAL INFORMATION
|                              | Item 1. Financial Statements                                                                 
|                              |                                                                                               | Consolidated Statements of Net Assets (Liquidation Basis)                          
|                              |                                                                                               | Consolidated Statements of Changes in Net Assets in Liquidation (Liquidation Basis)
|                              |                                                                                               | Consolidated Statements of Operations and Comprehensive Income                     
|                              |                                                                                               | Consolidated Statement of Stockholders Equity (Going Concern Basis)               
|                              |                                                                                               | Consolidated Statements of Cash Flows                                              
|                              |                                                                                               | Notes to Consolidated Financial Statements                                         
|                              | Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
|                              | Item 3. Quantitative and Qualitative Disclosures About Market Risk                           
|                              | Item 4. Controls and Procedures                                                              
|PART II. OTHER INFORMATION   
|                              | Item 5. Other Information                                                                    
|SIGNATURES                   
|Exhibit 31.1                 
|Exhibit 31.2                 
|Exhibit 32.1                 
|Exhibit 32.2                 



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##### Table of Contents



FORM 10-Q
INDEX

BAY VIEW CAPITAL CORPORATION

|                                                                                               |                                                                                     |  |         |       | 
|---------------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------- |  | ------- | ----- | 
|                                                                                               |                                                                                     |  | Page(s)
|                                                                                               |                                                                                     |  |        
|PART I. FINANCIAL INFORMATION                                                                  |                                                                                     |  |         |      
|Item 1.  Financial Statements (Unaudited):                                                     |                                                                                     |  |         |      
|                                                                                               | Consolidated Statements of Net Assets (Liquidation Basis)                           |  |         | 4     | 
|                                                                                               | Consolidated Statements of Changes in Net Assets in Liquidation (Liquidation Basis) |  |         | 5     | 
|                                                                                               | Consolidated Statements of Operations and Comprehensive Loss                        |  |         | 6-7   | 
|                                                                                               | Consolidated Statements of Stockholders Equity (Going Concern Basis)               |  |         | 8     | 
|                                                                                               | Consolidated Statements of Cash Flows                                               |  |         | 9-10  | 
|                                                                                               | Notes to Consolidated Financial Statements                                          |  |         | 11-17 | 
|Item 2.  Managements Discussion and Analysis of Financial Condition and Results of Operations |                                                                                     |  | 18-32   |      
|Item 3.  Quantitative and Qualitative Disclosures About Market Risk                            |                                                                                     |  | 33      |      
|Item 4.  Controls and Procedures                                                               |                                                                                     |  | 33      |      
|PART II. OTHER INFORMATION                                                                     |                                                                                     |  |         |      
|                                                                                               | Other Information                                                                   |  |         | 34    | 
|                                                                                               | Signatures                                                                          |  |         | 35    | 

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Forward-Looking Statements

This Form 10-Q contains forward-looking statements that describe the
implementation and timing of the Plan of Dissolution and Stockholder Liquidity
(the Plan) adopted by the stockholders of Bay View Capital Corporation (the
Company) on October 3, 2002, and the implementation of a process of partial
liquidation approved by the Board of Directors on October 23, 2003. These
forward-looking statements are based on assumptions as of the date of this Form
10-Q and involve risks and uncertainties. Accordingly, the results of the
Companys dissolution and the timing and amounts of stockholder distributions
may differ materially from those that the Company currently anticipates. The
factors that may affect these forward-looking statements include the following:



| |  | The distributions the Company proposes to make to its stockholders in the future are subject to a number of contingencies.
The factors that could reduce the amounts ultimately distributed or that could cause a delay in making the distributions
include the following:
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Delays in the disposition of the assets and the liquidation process of the Company may occur;                                                                                                                                                                                                                                                                                                                                            
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |  |  | The realization of the Companys deferred tax assets could be less than the Company currently projects;                                                                                                                                                                                                                                                                                                                                  
|
| |  |  | The Company may encounter difficulty in selling some of its assets,
and certain assets may not be able to be sold for the prices the Company
currently anticipates;                                                                                                                                                                                                                                                                      
|
| |  |  | The Company may not be able to discharge certain liabilities for the
amounts the Company currently estimates;                                                                                                                                                                                                                                                                                                                            
|
| |  |  | The Company may incur or discover presently unanticipated claims,
liabilities or expenses;                                                                                                                                                                                                                                                                                                                                               
|
| |  |  | The amounts the Company is able to distribute to its stockholders
could be adversely affected by the results of the Companys remaining
operations, particularly in the case of Bay View Acceptance Corporation
(BVAC);                                                                                                                                                                                                                
|
| |  |  | These estimates of the distribution amounts include projections of
future events and performance, accordingly, are inherently subject to
many uncertainties;                                                                                                                                                                                                                                                                             
|
| |  |  | The expenses of the disposition of assets and the dissolution
proceeds may exceed the amounts currently estimated; and                                                                                                                                                                                                                                                                                                                   
|
| |  |  | Court proceedings could restrict or delay distributions to
stockholders if claimants or creditors satisfy the court that the
amounts to be distributed by the Company to stockholders are needed to
provide for the payment of expenses and liabilities of the Company; or,
if the amounts ultimately required to discharge the expenses and
liabilities of the Company in full exceeds the value of the remaining
assets of the Company.



| |  | The Companys stockholders could be liable to the extent they receive
distributions in the event the Company does not make adequate provision
for all of its expenses and liabilities, including its contingent
liabilities, as part of its dissolution.
|- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

As a result of the foregoing factors, there can be no assurance that the
anticipated stockholder distributions from the implementation of the Plan will
be consistent with those described in any forward-looking statements.
Accordingly, no stockholder should place undue reliance on any forward-looking
statements. The Company does not undertake, and specifically disclaims, any
obligation to update any forward-looking statements and all forward-looking
statements speak only as of the date made.

3



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PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Net Assets (Liquidation Basis)
(Unaudited)

|                                                                                                                |                                           |   |                        |         |                   |   |         |         | 
|--------------------------------------------------------------------------------------------------------------- | ----------------------------------------- | - | ---------------------- | ------- | ----------------- | - | ------- | ------- | 
|                                                                                                                |                                           |   | September 30, 2003     |         | December 31, 2002
|                                                                                                                |                                           |   |                        |         |                  
|                                                                                                                |                                           |   | (Dollars in thousands)
|ASSETS                                                                                                          |                                           |   |                        |         |                   |   |         |        
|Cash and cash equivalents:                                                                                      |                                           |   |                        |         |                   |   |         |        
|                                                                                                                | Cash and due from depository institutions |   | $                      | 60,204  |                   |   | $       | 71,611  | 
|                                                                                                                | Short-term investments                    |   |                        | 148,119 |                   |   |         | 151,684 | 
|                                                                                                                |                                           |   |                        |         |                   |   |         |        
|                                                                                                                |                                           |   | 208,323                |         |                   |   | 223,295 |        
|Securities available-for-sale:                                                                                  |                                           |   |                        |         |                   |   |         |        
|                                                                                                                | Investment securities                     |   |                        | 34,515  |                   |   |         | 38,137  | 
|                                                                                                                | Mortgage-backed securities                |   |                        | 12,300  |                   |   |         | 32,516  | 
|Loans and leases held-for-sale                                                                                  |                                           |   | 156,671                |         |                   |   | 311,014 |        
|Investment in operating lease assets, net                                                                       |                                           |   | 86,312                 |         |                   |   | 191,005 |        
|Investment in stock of the Federal Home Loan Bank of San Francisco                                              |                                           |   | 505                    |         |                   |   | 16,075  |        
|Investment in stock of the Federal Reserve Bank                                                                 |                                           |   |                       |         |                   |   | 13,659  |        
|Real estate owned, net                                                                                          |                                           |   | 6,480                  |         |                   |   | 2,402   |        
|Premises and equipment, net                                                                                     |                                           |   | 532                    |         |                   |   | 1,327   |        
|Repossessed vehicles                                                                                            |                                           |   | 345                    |         |                   |   | 502     |        
|Income taxes, net                                                                                               |                                           |   | 17,298                 |         |                   |   |        |        
|Other assets                                                                                                    |                                           |   | 31,258                 |         |                   |   | 45,613  |        
|                                                                                                                |                                           |   |                        |         |                   |   |         |        
|Total assets                                                                                                    |                                           | $ | 554,539                |         |                   | $ | 875,545 |        
|                                                                                                                |                                           |   |                        |         |                   |   |         |        
|LIABILITIES                                                                                                     |                                           |   |                        |         |                   |   |         |        
|Deposits:                                                                                                       |                                           |   |                        |         |                   |   |         |        
|                                                                                                                | Brokered certificates of deposit          |   |                        |        |                   |   |         | 224,189 | 
|                                                                                                                |                                           |   |                        |         |                   |   |         |        
|                                                                                                                |                                           |   |                       |         |                   |   | 224,189 |        
|Other borrowings                                                                                                |                                           |   | 23,751                 |         |                   |   | 61,969  |        
|Guaranteed Preferred Beneficial Interest in the Companys
Junior Subordinated Debentures (Capital Securities) |                                           |   | 85,542                 |         |                   |   | 90,000  |        
|Income taxes, net                                                                                               |                                           |   |                       |         |                   |   | 8,646   |        
|Deferred gain                                                                                                   |                                           |   | 4,019                  |         |                   |   | 12,817  |        
|Other liabilities                                                                                               |                                           |   | 17,280                 |         |                   |   | 23,907  |        
|Reserve for estimated costs during the period of liquidation                                                    |                                           |   | 14,133                 |         |                   |   | 43,953  |        
|                                                                                                                |                                           |   |                        |         |                   |   |         |        
|Total liabilities                                                                                               |                                           |   | 144,725                |         |                   |   | 465,481 |        
|                                                                                                                |                                           |   |                        |         |                   |   |         |        
|Net assets in liquidation                                                                                       |                                           | $ | 409,814                |         |                   | $ | 410,064 |        
|                                                                                                                |                                           |   |                        |         |                   |   |         |        

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Changes in Net Assets in Liquidation (Liquidation Basis)
(Unaudited)

|                                                      |  |                        |         |                    |  |   |         |  
|----------------------------------------------------- |  | ---------------------- | ------- | ------------------ |  | - | ------- | -
|                                                      |  | For the Three          |         | For the Nine      
|                                                      |  | Months Ended           |         | Months Ended      
|                                                      |  |                        |         |                   
|                                                      |  | September 30, 2003     |         | September 30, 2003
|                                                      |  |                        |         |                   
|                                                      |  | (Dollars in thousands)
|Net assets in liquidation at beginning of period      |  | $                      | 409,864 |                    |  | $ | 410,064 |  
|Pre-tax loss from operations                          |  |                        | (2,228  | )                  |  |   | (4,595  | )
|Changes in estimated values of assets and liabilities |  |                        | (3,407  | )                  |  |   | (5,995  | )
|Income tax benefit                                    |  |                        | 4,664   |                    |  |   | 6,252   |  
|                                                      |  |                        |         |                    |  |   |         |  
|Net loss from operations                              |  |                        | (971    | )                  |  |   | (4,338  | )
|Other changes in net assets in liquidation            |  |                        | 921     |                    |  |   | 4,088   |  
|                                                      |  |                        |         |                    |  |   |         |  
|Net assets in liquidation at end of period            |  | $                      | 409,814 |                    |  | $ | 409,814 |  
|                                                      |  |                        |         |                    |  |   |         |  

The accompanying notes are an integral part of these consolidated financial statements.

5



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Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income
(Unaudited)

|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|-------------------------------------------------------------------------------------------- | ----------------------------------------------- | - | ------------------------------------------------ | ------ | ------------------ | - | ------- | ------- | 
|                                                                                             |                                                 |   | For the Three                                    |        | For the Nine      
|                                                                                             |                                                 |   | Months Ended                                     |        | Months Ended      
|                                                                                             |                                                 |   |                                                  |        |                   
|                                                                                             |                                                 |   | September 30, 2002                               |        | September 30, 2002
|                                                                                             |                                                 |   |                                                 
|                                                                                             |                                                 |   | Going Concern Basis                             
|                                                                                             |                                                 |   |                                                 
|                                                                                             |                                                 |   | (Amounts in thousands, except per share amounts)
|Interest income:                                                                             |                                                 |   |                                                  |        |                    |   |         |        
|                                                                                             | Interest on loans and leases                    |   | $                                                | 30,174 |                    |   | $       | 122,208 | 
|                                                                                             | Interest on mortgage-backed securities          |   |                                                  | 1,749  |                    |   |         | 8,314   | 
|                                                                                             | Interest and dividends on investment securities |   |                                                  | 7,140  |                    |   |         | 14,717  | 
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|                                                                                             |                                                 |   | 39,063                                           |        |                    |   | 145,239 |        
|Interest expense:                                                                            |                                                 |   |                                                  |        |                    |   |         |        
|                                                                                             | Interest on deposits                            |   |                                                  | 15,978 |                    |   |         | 44,509  | 
|                                                                                             | Interest on borrowings                          |   |                                                  | 789    |                    |   |         | 4,413   | 
|                                                                                             | Interest on Subordinated Notes                  |   |                                                  | 3,716  |                    |   |         | 11,146  | 
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|                                                                                             |                                                 |   | 20,483                                           |        |                    |   | 60,068  |        
|Net interest income                                                                          |                                                 |   | 18,580                                           |        |                    |   | 85,171  |        
|Provision for losses on loans and leases                                                     |                                                 |   | 2,200                                            |        |                    |   | 10,700  |        
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|Net interest income after provision for losses on loans and leases                           |                                                 |   | 16,380                                           |        |                    |   | 74,471  |        
|Noninterest income:                                                                          |                                                 |   |                                                  |        |                    |   |         |        
|                                                                                             | Leasing income                                  |   |                                                  | 16,886 |                    |   |         | 56,188  | 
|                                                                                             | Loan fees and charges                           |   |                                                  | 1,085  |                    |   |         | 3,571   | 
|                                                                                             | Loan servicing income                           |   |                                                  | 250    |                    |   |         | 663     | 
|                                                                                             | Account fees                                    |   |                                                  | 1,939  |                    |   |         | 5,858   | 
|                                                                                             | Sales commissions                               |   |                                                  | 1,463  |                    |   |         | 5,247   | 
|                                                                                             | Gain on sale of assets and liabilities, net     |   |                                                  | 18,090 |                    |   |         | 18,625  | 
|                                                                                             | Other, net                                      |   |                                                  | 270    |                    |   |         | 1,413   | 
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|                                                                                             |                                                 |   | 39,983                                           |        |                    |   | 91,565  |        
|Noninterest expense:                                                                         |                                                 |   |                                                  |        |                    |   |         |        
|                                                                                             | General and administrative                      |   |                                                  | 31,673 |                    |   |         | 93,001  | 
|                                                                                             | Litigation settlement expense                   |   |                                                  |       |                    |   |         | 13,100  | 
|                                                                                             | Leasing expenses                                |   |                                                  | 12,911 |                    |   |         | 43,984  | 
|                                                                                             | Real estate owned operations, net               |   |                                                  | 88     |                    |   |         | 956     | 
|                                                                                             | Provision for losses on real estate owned       |   |                                                  | 62     |                    |   |         | 266     | 
|                                                                                             | Amortization of intangible assets               |   |                                                  | 331    |                    |   |         | 993     | 
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|                                                                                             |                                                 |   | 45,065                                           |        |                    |   | 152,300 |        
|Income from operations                                                                       |                                                 |   | 11,298                                           |        |                    |   | 13,736  |        
|Adjustment for liquidation basis                                                             |                                                 |   | 266,510                                          |        |                    |   | 266,510 |        
|Income tax expense                                                                           |                                                 |   | 187,385                                          |        |                    |   | 181,792 |        
|Dividends on Capital Securities                                                              |                                                 |   | 2,674                                            |        |                    |   | 7,873   |        
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|Income before cumulative effect of change in accounting principle                            |                                                 |   | 87,749                                           |        |                    |   | 90,581  |        
|Cumulative effect of change in accounting principle, net of applicable
taxes of $2.3 million |                                                 |   |                                                 |        |                    |   | (18,920 | )      
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 
|Net income                                                                                   |                                                 | $ | 87,749                                           |        |                    | $ | 71,661  |        
|                                                                                             |                                                 |   |                                                  |        |                    |   |         |         | 

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Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Operations and Comprehensive Income (continued)
(Unaudited)

|                                                                                      |  |                                                  |        |                    |  |   |        |  
|------------------------------------------------------------------------------------- |  | ------------------------------------------------ | ------ | ------------------ |  | - | ------ | -
|                                                                                      |  | For the Three                                    |        | For the Nine      
|                                                                                      |  | Months Ended                                     |        | Months Ended      
|                                                                                      |  |                                                  |        |                   
|                                                                                      |  | September 30, 2002                               |        | September 30, 2002
|                                                                                      |  |                                                 
|                                                                                      |  | Going Concern Basis                             
|                                                                                      |  |                                                 
|                                                                                      |  | (Amounts in thousands, except per share amounts)
|Basic earnings per share before cumulative effect of change in
accounting principle   |  | $                                                | 1.40   |                    |  | $ | 1.44   |  
|Cumulative effect of change in accounting principle, net                              |  |                                                  |       |                    |  |   | (0.30  | )
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Net basic earnings per share                                                          |  | $                                                | 1.40   |                    |  | $ | 1.14   |  
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Diluted earnings per share before cumulative effect of change in
accounting principle |  | $                                                | 1.39   |                    |  | $ | 1.43   |  
|Cumulative effect of change in accounting principle, net                              |  |                                                  |       |                    |  |   | (0.30  | )
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Net diluted earnings per share                                                        |  | $                                                | 1.39   |                    |  | $ | 1.13   |  
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Weighted-average basic shares outstanding                                             |  |                                                  | 62,777 |                    |  |   | 62,724 |  
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Weighted-average diluted shares outstanding                                           |  |                                                  | 62,963 |                    |  |   | 63,135 |  
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Net income                                                                            |  | $                                                | 87,749 |                    |  | $ | 71,661 |  
|Other comprehensive income (loss), net of tax                                         |  |                                                  |       |                    |  |   |       |  
|                                                                                      |  |                                                  |        |                    |  |   |        |  
|Comprehensive income                                                                  |  | $                                                | 87,749 |                    |  | $ | 71,661 |  
|                                                                                      |  |                                                  |        |                    |  |   |        |  

The accompanying notes are an integral part of these consolidated financial statements.

7



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Bay View Capital Corporation and Subsidiaries
Consolidated Statement of Stockholders Equity (Going Concern Basis)
(Unaudited)



|                                                                    |  |                                                  |        |        |  |         |      |             |  |          |          |   |  |   |          |   |  |   |      |  
|------------------------------------------------------------------- |  | ------------------------------------------------ | ------ | ------ |  | ------- | ---- | ----------- |  | -------- | -------- | - |  | - | -------- | - |  | - | ---- | -
|                                                                    |  | Number                                           |        |        |  |         |      | Additional  |  |          |          |   |  |   |          |  
|                                                                    |  | of Shares                                        |        | Common |  | Paid-in |      | Accumulated |  | Treasury
|                                                                    |  | Issued                                           |        | Stock  |  | Capital |      | Deficit     |  | Stock   
|                                                                    |  |                                                  |        |        |  |         |      |             |  |         
|                                                                    |  | (Amounts in thousands, except per share amounts)
|Balance at December 31, 2001                                        |  |                                                  | 62,628 |        |  | $       | 626  |             |  | $        | 595,258  |   |  | $ | (258,047 | ) |  | $ | (808 | )
|Exercise of stock options, including tax benefits                   |  |                                                  | 121    |        |  |         | 2    |             |  |          | 568      |   |  |   |         |   |  |   |     |  
|Distribution of directors retirement plan shares                   |  |                                                  | 24     |        |  |         |     |             |  |          | 165      |   |  |   |         |   |  |   |     |  
|Exercise of stock warrants                                          |  |                                                  | 45     |        |  |         |     |             |  |          | 212      |   |  |   |         |   |  |   |     |  
|Expense recognized on stock options with below
market strike price  |  |                                                  |       |        |  |         |     |             |  |          | 4,033    |   |  |   |         |   |  |   |     |  
|Change in debt of ESOP                                              |  |                                                  |       |        |  |         |     |             |  |          |         |   |  |   |         |   |  |   |     |  
|Net income                                                          |  |                                                  |       |        |  |         |     |             |  |          |         |   |  |   | 71,661   |   |  |   |     |  
|Other                                                               |  |                                                  |       |        |  |         |     |             |  |          |         |   |  |   | 5        |   |  |   |     |  
|Liquidation adjustment on securities
available-for-sale, net of tax |  |                                                  |       |        |  |         |     |             |  |          |         |   |  |   |         |   |  |   |     |  
|Liquidation adjustment on pension liability                         |  |                                                  |       |        |  |         |     |             |  |          |         |   |  |   |         |   |  |   |     |  
|Transfer of stockholders equity to net assets in
liquidation       |  |                                                  |       |        |  |         | (628 | )           |  |          | (600,236 | ) |  |   | 186,381  |   |  |   | 808  |  
|                                                                    |  |                                                  |        |        |  |         |      |             |  |          |          |   |  |   |          |   |  |   |      |  
|Balance at September 30, 2002                                       |  |                                                  | 62,818 |        |  | $       |     |             |  | $        |         |   |  | $ |         |   |  | $ |     |  
|                                                                    |  |                                                  |        |        |  |         |      |             |  |          |          |   |  |   |          |   |  |   |      |  

[Additional columns below]

[Continued from above table, first column(s) repeated]

|                                                                    |  |                                                  |      |             |  |           |      |               |  |   |        |   |  |   |          |  
|------------------------------------------------------------------- |  | ------------------------------------------------ | ---- | ----------- |  | --------- | ---- | ------------- |  | - | ------ | - |  | - | -------- | -
|                                                                    |  | Unrealized                                       |      |             |  |           |      |               |  |   |        |   |  |  
|                                                                    |  | Loss on                                          |      | Minimum     |  | Debt of   |      |               |  |  
|                                                                    |  | Securities                                       |      | Pension     |  | Employee  |      |               |  |  
|                                                                    |  | Available-for-                                   |      | Liability   |  | Stock     |      | Total        
|                                                                    |  | Sale,                                            |      | Adjustment, |  | Ownership |      | Stockholders
|                                                                    |  | Net of Tax                                       |      | Net of Tax  |  | Plan      |      | Equity       
|                                                                    |  |                                                  |      |             |  |           |      |              
|                                                                    |  | (Amounts in thousands, except per share amounts)
|Balance at December 31, 2001                                        |  | $                                                | 523  |             |  | $         | (294 | )             |  | $ | (1,071 | ) |  | $ | 336,187  |  
|Exercise of stock options, including tax benefits                   |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | 570      |  
|Distribution of directors retirement plan shares                   |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | 165      |  
|Exercise of stock warrants                                          |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | 212      |  
|Expense recognized on stock options with below
market strike price  |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | 4,033    |  
|Change in debt of ESOP                                              |  |                                                  |     |             |  |           |     |               |  |   | 1,071  |   |  |   | 1,071    |  
|Net income                                                          |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | 71,661   |  
|Other                                                               |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | 5        |  
|Liquidation adjustment on securities
available-for-sale, net of tax |  |                                                  | (523 | )           |  |           |     |               |  |   |       |   |  |   | (523     | )
|Liquidation adjustment on pension liability                         |  |                                                  |     |             |  |           | 294  |               |  |   |       |   |  |   | 294      |  
|Transfer of stockholders equity to net assets in
liquidation       |  |                                                  |     |             |  |           |     |               |  |   |       |   |  |   | (413,675 | )
|                                                                    |  |                                                  |      |             |  |           |      |               |  |   |        |   |  |   |          |  
|Balance at September 30, 2002                                       |  | $                                                |     |             |  | $         |     |               |  | $ |       |   |  | $ |         |  
|                                                                    |  |                                                  |      |             |  |           |      |               |  |   |        |   |  |   |          |  

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries
Consolidated Statements of Cash Flows
(Unaudited)

|                                                                                                                  |                                                                                            |   |                           |          |               |   |           |           |  
|----------------------------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------ | - | ------------------------- | -------- | ------------- | - | --------- | --------- | -
|                                                                                                                  |                                                                                            |   | For the Nine Months Ended
|                                                                                                                  |                                                                                            |   |                          
|                                                                                                                  |                                                                                            |   | September 30,             |          | September 30,
|                                                                                                                  |                                                                                            |   | 2003                      |          | 2002         
|                                                                                                                  |                                                                                            |   |                           |          |              
|                                                                                                                  |                                                                                            |   | (Dollars in thousands)   
|CASH FLOWS FROM OPERATING ACTIVITIES                                                                              |                                                                                            |   |                           |          |               |   |           |          
|Net income (loss)                                                                                                 |                                                                                            | $ | (4,338                    | )        |               | $ | 71,661    |          
|Adjustments to reconcile net income (loss) from operations
to net cash provided by operating activities:          |                                                                                            |   |                           |          |               |   |           |          
|                                                                                                                  | Amortization of intangible assets                                                          |   |                           |         |               |   |           | 993       |  
|                                                                                                                  | Net increase in loans and leases held-for-sale resulting from
purchases, net of repayments |   |                           | (162,189 | )             |   |           |          |  
|                                                                                                                  | Proceeds from sales and /or securitizations of loans and leases held-for-sale              |   |                           | 317,204  |               |   |           | 1,586,628 |  
|                                                                                                                  | Provision for losses on loans and leases and real estate owned                             |   |                           |         |               |   |           | 10,966    |  
|                                                                                                                  | Depreciation and amortization of premises and equipment                                    |   |                           | 409      |               |   |           | 2,703     |  
|                                                                                                                  | Depreciation and amortization of investment in operating lease assets                      |   |                           | 23,035   |               |   |           | 35,206    |  
|                                                                                                                  | Accretion of retained interests in securitizations                                         |   |                           | (2,299   | )             |   |           |          |  
|                                                                                                                  | Amortization of premiums and accretion of discount                                         |   |                           | (4,683   | )             |   |           | 6,356     |  
|                                                                                                                  | Non-cash compensation expense                                                              |   |                           |         |               |   |           | 4,033     |  
|                                                                                                                  | Gain on sale of assets and liabilities, net                                                |   |                           | (787     | )             |   |           | (18,625   | )
|                                                                                                                  | Change in fair value of derivative instruments                                             |   |                           | 1,448    |               |   |           |          |  
|                                                                                                                  | (Increase) decrease in other assets                                                        |   |                           | (3,112   | )             |   |           | 65,718    |  
|                                                                                                                  | (Decrease) increase in other liabilities                                                   |   |                           | (25,519  | )             |   |           | 10,184    |  
|                                                                                                                  | Decrease in reserve for estimated costs during the period of liquidation                   |   |                           | (27,748  | )             |   |           |          |  
|                                                                                                                  | Adjustment for liquidation basis                                                           |   |                           | 5,995    |               |   |           | (266,510  | )
|                                                                                                                  | Cumulative effect of change in accounting principle, net of taxes                          |   |                           |         |               |   |           | 18,920    |  
|                                                                                                                  | Other, net                                                                                 |   |                           | 1,808    |               |   |           | 3,812     |  
|                                                                                                                  |                                                                                            |   |                           |          |               |   |           |          
|Net cash provided by operating activities                                                                         |                                                                                            |   | 119,224                   |          |               |   | 1,532,045 |          
|                                                                                                                  |                                                                                            |   |                           |          |               |   |           |          
|CASH FLOWS FROM INVESTING ACTIVITIES                                                                              |                                                                                            |   |                           |          |               |   |           |          
|Net increase in loans and leases held-for-investment resulting from
originations and purchases, net of repayments |                                                                                            |   |                          |          |               |   | 80,090    |          
|Decrease in investment in operating lease assets                                                                  |                                                                                            |   | 71,759                    |          |               |   |          |          
|Purchases of mortgage-backed securities                                                                           |                                                                                            |   |                          |          |               |   | (59,984   | )        
|Purchases of investment securities                                                                                |                                                                                            |   | (9,485                    | )        |               |   | (77,568   | )        
|Principal payments on mortgage-backed securities                                                                  |                                                                                            |   | 11,641                    |          |               |   | 127,068   |          
|Principal payments on investment securities                                                                       |                                                                                            |   | 12,492                    |          |               |   | 43,568    |          
|Proceeds from sale of mortgage-backed securities available-for-sale                                               |                                                                                            |   | 7,847                     |          |               |   | 104,700   |          
|Proceeds from sale of investment securities available-for-sale                                                    |                                                                                            |   | 2,735                     |          |               |   | 59,027    |          
|Proceeds from sale of real estate owned                                                                           |                                                                                            |   | 2,009                     |          |               |   | 4,662     |          
|Additions to premises and equipment                                                                               |                                                                                            |   | (183                      | )        |               |   | (298      | )        
|Decrease in investment in stock of the Federal Home Loan Bank
of San Francisco                                    |                                                                                            |   | 15,570                    |          |               |   | 8,289     |          
|Decrease (increase) in investment in stock of the Federal Reserve Bank                                            |                                                                                            |   | 13,659                    |          |               |   | (1,438    | )        
|                                                                                                                  |                                                                                            |   |                           |          |               |   |           |          
|Net cash provided by investing activities                                                                         |                                                                                            |   | 128,044                   |          |               |   | 288,116   |          
|                                                                                                                  |                                                                                            |   |                           |          |               |   |           |          

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| |  |                                                   |  | 
| |  | ------------------------------------------------- |  | 
| |  | Bay View Capital Corporation and Subsidiaries    
| |  | Consolidated Statements of Cash Flows (continued)
| |  | (Unaudited)                                      

|                                                                        |                                                             |                                                     |          |                           |          |               |            |           |         | 
|----------------------------------------------------------------------- | ----------------------------------------------------------- | --------------------------------------------------- | -------- | ------------------------- | -------- | ------------- | ---------- | --------- | ------- | 
|                                                                        |                                                             |                                                     |          | For the Nine Months Ended
|                                                                        |                                                             |                                                     |          |                          
|                                                                        |                                                             |                                                     |          | September 30,             |          | September 30,
|                                                                        |                                                             |                                                     |          | 2003                      |          | 2002         
|                                                                        |                                                             |                                                     |          |                           |          |              
|                                                                        |                                                             |                                                     |          | (Dollars in thousands)   
|CASH FLOWS FROM FINANCING ACTIVITIES                                    |                                                             |                                                     |          |                           |          |               |            |          
|Net (decrease) increase in deposits                                     |                                                             | $                                                   | (224,189 | )                         |          | $             | 263,708    |          
|Proceeds from advances from the Federal Home Loan Bank of San Francisco |                                                             |                                                     |         |                           |          |               | 2,490,000  |          
|Repayment of advances from the Federal Home Loan Bank of San Francisco  |                                                             |                                                     |         |                           |          |               | (2,490,000 | )        
|Increase in warehouse line of credit outstanding                        |                                                             |                                                     | 13,137   |                           |          |               |           |          
|Repayment of warehouse line of credit outstanding                       |                                                             |                                                     | (13,137  | )                         |          |               |           |          
|Net decrease in other borrowings                                        |                                                             |                                                     | (36,918  | )                         |          |               | (59,708    | )        
|Redemption of Capital Securities                                        |                                                             |                                                     | (4,458   | )                         |          |               |           |          
|Proceeds from issuance of common stock                                  |                                                             |                                                     | 3,325    |                           |          |               | 947        |          
|                                                                        |                                                             |                                                     |          |                           |          |               |            |          
|                                                                        |                                                             | Net
cash (used in) provided by financing activities |          |                           | (262,240 | )             |            |           | 204,947 | 
|                                                                        |                                                             |                                                     |          |                           |          |               |            |          
|Net (decrease) increase in cash and cash equivalents                    |                                                             |                                                     | (14,972  | )                         |          |               | 2,025,108  |          
|Cash and cash equivalents at beginning of period                        |                                                             |                                                     | 223,295  |                           |          |               | 521,388    |          
|                                                                        |                                                             |                                                     |          |                           |          |               |            |          
|Cash and cash equivalents at end of period                              |                                                             | $                                                   | 208,323  |                           |          | $             | 2,546,496  |          
|                                                                        |                                                             |                                                     |          |                           |          |               |            |          
|Cash paid during the period for:                                        |                                                             |                                                     |          |                           |          |               |            |          
|                                                                        | Interest                                                    |                                                     | $        | 10,024                    |          |               | $          | 62,226    |        
|                                                                        | Income taxes                                                |                                                     | $        | 13,603                    |          |               | $          | 859       |        
|Supplemental non-cash investing and financing activities:               |                                                             |                                                     |          |                           |          |               |            |          
|                                                                        | Loans transferred to real estate owned                      |                                                     | $        | 6,970                     |          |               | $          | 387       |        
|                                                                        | Loans transferred from held-for-investment to held-for-sale |                                                     | $        |                          |          |               | $          | 2,289,672 |        

The accompanying notes are an integral part of these consolidated financial statements.

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

Note 1. Basis of Presentation

The information provided in the consolidated financial statements as of
and for the three- and nine-month periods ended September 30, 2003 is presented
on the liquidation basis of accounting in accordance with accounting principles
generally accepted in the United States of America (GAAP). In October 2002,
the stockholders of Bay View Capital Corporation (the Company) authorized a
Plan of Dissolution and Stockholder Liquidity (the Plan) which is further
discussed in Note 2. As a result of the stockholders authorization of this
Plan and the sale of our retail banking assets to U.S. Bank, N.A. (U.S. Bank)
in November 2002, we adopted the liquidation basis of accounting. Liquidation
basis accounting requires us to value our assets at their estimated net
realizable values and our liabilities to include accruals for estimated costs
associated with carrying out the Plan. In accordance with liquidation basis
accounting, our stockholders equity was transferred to net assets in
liquidation. The consolidated statement of operations and comprehensive loss
for the three- and nine-month periods ended September 30, 2002, the
consolidated statement of stockholders equity for the nine months ended
September 30, 2002, and the consolidated statement of cash flows for the nine
months ended September 30, 2002 have been prepared using the historical cost
(going concern) basis of accounting.

The consolidated financial statements include the accounts of Bay View
Capital Corporation, a Delaware corporation, and our wholly-owned subsidiaries:
Bay View Acceptance Corporation (BVAC), a Nevada corporation, along with its
subsidiaries, Bay View Receivables Corporation, a Delaware corporation and Bay
View Transaction Corporation, a Delaware corporation; and our subsidiaries, Bay
View Securitization Corporation, a Delaware corporation; Bay View Capital I, a
Delaware business trust; FMAC Insurance Services, a Delaware corporation; FMAC
2000-A Holding Company, a California corporation; FMAC Franchise Receivables
Corporation, a California corporation; Bay View Commercial Finance Group, a
California corporation; XBVBKRS, Inc., a California corporation; MoneyCare,
Inc., a California corporation; Bay View Auxiliary Corporation, a California
corporation; and Bay View Bank, N.A. (the Bank), a national bank which was
dissolved on September 30, 2003. All significant intercompany accounts and
transactions have been eliminated.

The information provided in these interim financial statements reflects
all adjustments which are, in the opinion of management, necessary for a fair
presentation of our net assets in liquidation as of September 30, 2003, the
changes in net assets in liquidation for the three- and nine-month periods
ended September 30, 2003, the results of our operations for the three- and
nine-month periods ended September 30, 2002, and cash flows for the nine-month
periods ended September 30, 2003 and 2002. These adjustments are primarily
liquidation basis mark-to-market adjustments and expense accruals. We have not
reflected any future revenues and expenses of an operating nature, as such
revenues and expenses will be recognized when realized. As necessary,
reclassifications have been made to prior period amounts to conform to the
current period presentation. These reclassifications had no effect on our
financial position and results of operations. These interim financial
statements have been prepared in accordance with the instructions to Form 10-Q,
and therefore do not include all of the necessary information and footnotes for
a presentation in conformity with GAAP as they apply to the annual
consolidated financial statements.

The information included in Managements Discussion and Analysis of
Financial Condition and Results of Operations was written assuming that you
have read or have access to our 2002 Annual Report on Form 10-K, which contains
the latest audited consolidated financial statements and notes, along with
Managements Discussion and Analysis of Financial Condition as of December 31,
2002 and 2001 and Results of Operations for the years ended December 31, 2002,
2001 and 2000. Accordingly, only certain changes in financial condition and
results of operations are discussed in this Form 10-Q. Furthermore, the
interim financial results for the three-month period ended September 30, 2003
are not necessarily indicative of the results that may be expected for the
entire fiscal year or any other interim period.

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standard Board (FASB) issued
Financial Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities. This interpretation provides guidance on identifying a variable interest entity
(VIE) and determining when the assets,
liabilities, noncontrolling interests, and results of operations of a VIE need
to be included in a companys consolidated financial statements. A company
that holds variable interests in an entity will be required to consolidate that
entity if the companys interest in the VIE is such that the company will
absorb a majority of the VIEs expected losses and /or receive a majority of
the VIEs expected residual returns, if they occur. New disclosure
requirements are also prescribed by FIN 46. Originally, FIN 46 became
effective upon its issuance. The FASB recently deferred the effective date
of the interpretation until the first reporting period ending after December
15, 2003. We do not expect this interpretation to have a significant impact on
the Companys net assets in liquidation.

On July 1, 2003, we adopted Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity, which clarifies how certain instruments or
securities should be classified on an issuers balance sheet and their related
impact on income and results of operations. Implementation of Statement No. 150
resulted in the reclassification of our Capital Securities from
their prior classification as a mezzanine item to liabilities. Consequently,
the dividend expense on these Capital Securities during 2003, totaling $2.2
million and $6.7 million during the three- and nine-month periods ended
September 30, 2003, is now reflected as interest expense. Statement No. 150
does not allow restatement of prior year results.

Note 2. Plan of Dissolution and Stockholder Liquidity

As discussed in Note 1, the Companys stockholders approved the Plan in
2002. The Plan outlined the steps necessary to fully liquidate the Company and
authorized our Board of Directors to determine the most efficient means of
liquidation, and the timing of the process. We originally contemplated that we
would sell all of our assets, pay all of our liabilities and then distribute
the proceeds, including the stock of BVAC, our automobile finance subsidiary,
to our stockholders. On October 23, 2003, our Board of Directors approved a
process of partial liquidation which is further discussed in Note 9.

The Bank completed its plan of dissolution and liquidation as of September 30,
2003. Under the plan, the Bank satisfied or discharged all of its known
and currently due and payable liabilities, and transferred its remaining assets
and liabilities to the Company, the Banks sole stockholder. We received final
regulatory confirmation of the Banks dissolution from the Office of the
Comptroller of the Currency on October 27, 2003. As a result, the Company and
its subsidiaries are no longer subject to supervision, examination and
regulation by the Board of Governors of the Federal Reserve System,
the Office of the Comptroller of the Currency or the Federal
Deposit Insurance Corporation.

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

Note 3. Earnings Per Share

Under liquidation basis accounting, earnings per share information is not
presented. Accordingly, the earnings per share information set forth below is
only for the three- and nine-month periods ended September 30, 2002. Basic
earnings per share are calculated by dividing net earnings or loss for the
period by the weighted-average common shares outstanding for that period.
There is no adjustment to the number of outstanding shares for potential
dilutive instruments, such as stock options. Diluted earnings per share takes
into account the potential dilutive impact of such instruments and uses the
average share price for the period in determining the number of incremental
shares to add to the weighted-average number of shares outstanding.

The following table illustrates the calculation of basic and diluted
earnings per share for the periods indicated:

|                                              |  |                           |        |                    |  |   |        | 
|--------------------------------------------- |  | ------------------------- | ------ | ------------------ |  | - | ------ | 
|                                              |  | For the Three             |        | For the Nine      
|                                              |  | Months Ended              |        | Months Ended      
|                                              |  |                           |        |                   
|                                              |  | September 30, 2002        |        | September 30, 2002
|                                              |  |                           |        |                   
|                                              |  | (Amounts in thousands,   
|                                              |  | except per share amounts)
|Net earnings available to common stockholders |  | $                         | 87,749 |                    |  | $ | 71,661 | 
|Weighted-average basic shares outstanding     |  |                           | 62,777 |                    |  |   | 62,724 | 
|Add: Dilutive potential common shares         |  |                           | 186    |                    |  |   | 411    | 
|                                              |  |                           |        |                    |  |   |        | 
|Weighted-average diluted shares outstanding   |  |                           | 62,963 |                    |  |   | 63,135 | 
|                                              |  |                           |        |                    |  |   |        | 
|Basic earnings per share                      |  | $                         | 1.40   |                    |  | $ | 1.14   | 
|                                              |  |                           |        |                    |  |   |        | 
|Diluted earnings per share                    |  | $                         | 1.39   |                    |  | $ | 1.13   | 
|                                              |  |                           |        |                    |  |   |        | 

Note 4. Stock Options

As of September 30, 2003, we had five employee stock option plans and
three non-employee director stock option plans. The employee stock option
plans include the Amended and Restated 1986 Stock Option and Incentive Plan,
the Amended and Restated 1995 Stock Option and Incentive Plan, the 1998-2000
Performance Stock Plan, the 1999 FMAC Stock Option, Deferred Stock and
Restricted Stock Plan, and the 2001 Stock Option and Incentive Plan, which
authorize the issuance of 1,759,430, 2,500,000, 400,000, 270,576 and 3,200,000
shares of common stock, respectively. The non-employee director stock option
plans include the Amended and Restated 1989 Non-Employee Director Stock Option
and Incentive Plan, the 1998 Non-Employee Director Stock Option and Incentive
Plan, and the 2001 Non-Employee Director Stock Option Plan, which authorize
the issuance of up to 550,000, 200,000, and 500,000 shares of common stock,
respectively.

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

The following table illustrates the stock options available for grant as
of September 30, 2003:

|                             |  |                       |            |                  |  |                       |            |   |  |  |             |  
|---------------------------- |  | --------------------- | ---------- | ---------------- |  | --------------------- | ---------- | - |  |  | ----------- | -
|                             |  |                       |            |                  |  | Non-Employee Director |            |   |  | 
|                             |  | Employee Stock Option |            | Stock Option and |  |                       |            |  
|                             |  | and Incentive Plans   |            | Incentive Plans  |  | Total                
|                             |  |                       |            |                  |  |                      
|Shares reserved for issuance |  |                       | 8,130,006  |                  |  |                       | 1,250,000  |   |  |  | 9,380,006   |  
|Granted                      |  |                       | (9,239,892 | )                |  |                       | (1,137,000 | ) |  |  | (10,376,892 | )
|Forfeited                    |  |                       | 3,519,981  |                  |  |                       | 235,000    |   |  |  | 3,754,981   |  
|Expired                      |  |                       | (471,688   | )                |  |                       | (166,000   | ) |  |  | (637,688    | )
|                             |  |                       |            |                  |  |                       |            |   |  |  |             |  
|Total available for grant    |  |                       | 1,938,407  |                  |  |                       | 182,000    |   |  |  | 2,120,407   |  
|                             |  |                       |            |                  |  |                       |            |   |  |  |             |  

At September 30, 2003, we had outstanding options under the plans with
expiration dates ranging from the year 2003 through 2014, as illustrated in the
following table:

|                                  |  |               |            |                |  |                  |            |  |  |   |       | 
|--------------------------------- |  | ------------- | ---------- | -------------- |  | ---------------- | ---------- |  |  | - | ----- | 
|                                  |  | Number of     |            | Exercise Price |  | Weighted-Average
|                                  |  | Option Shares |            | Range          |  | Exercise Price  
|                                  |  |               |            |                |  |                 
|Outstanding at December 31, 2002  |  |               | 5,201,104  |                |  | $                | 4.59-34.41 |  |  | $ | 8.80  | 
|Granted                           |  |               |           |                |  |                  |           |  |  |   |      | 
|Exercised                         |  |               | (1,050,000 | )              |  |                  | 4.59-5.41  |  |  |   | 4.66  | 
|Forfeited                         |  |               | (897,222   | )              |  |                  | 5.41-31.63 |  |  |   | 15.31 | 
|                                  |  |               |            |                |  |                  |            |  |  |   |       | 
|Outstanding at September 30, 2003 |  |               | 3,253,882  |                |  | $                | 4.59-34.41 |  |  | $ | 8.32  | 
|                                  |  |               |            |                |  |                  |            |  |  |   |       | 
|Exercisable at September 30, 2003 |  |               | 3,253,882  |                |  | $                | 4.59-34.41 |  |  | $ | 8.32  | 
|                                  |  |               |            |                |  |                  |            |  |  |   |       | 

All of our stock option plans define a change in control as including a
sale of all or substantially all of our assets, and all of our stock option
plans provide for the automatic acceleration of the exercisability of stock
options in the event of a change in control with the exception of our 2001
Stock Option and Incentive Plan (the 2001 Plan). The 2001 Plan provides for
the acceleration of the exercisability of stock options in such circumstances
as the stock option committee of our Board of Directors determines to be
appropriate. On October 3, 2002, the Board of Directors authorized such
acceleration. The acceleration of the exercisability of stock options
resulting from the change in control for all other plans had an insignificant
impact on our net assets in liquidation.

Our stock options generally cancel automatically 90 days after termination
of employment, notwithstanding any other provisions of our stock option
plans. The Stock Option Agreement of all holders of options under the 2001
Plan whose employment with the Company terminated or terminates on or after
November 15, 2002 were amended to provide that the optionee shall have the
right to exercise options under the 2001 Plan within a period of 18 months
following termination.

A substantial number of our employees have terminated their employment with us
to become employees of U.S. Bank and a number of other employees have and will
be terminated as part of our partial liquidation and downsizing. To prevent
our employees from losing the value in their stock options as a result of the
termination of their employment and to motivate our remaining employees
throughout the dissolution process, our Board of Directors has amended our
stock option plans, to the extent necessary, to permit the exercise of the
options on a net issuance basis. This right entitles the holder to elect to
receive from us, in exchange for the shares subject to the stock option, that
number of shares of our common stock that has a value equal to the total amount
by which the market price of the shares on the date the option is exercised
exceeds the total exercise price of the shares subject to the option.

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

Stock-Based Compensation

We adopted the disclosure requirements of Statement of Financial
Accounting Standards No. 148, Accounting for Stock-Based Compensation 
Transition and Disclosure, which amends Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation. Management
believes that adoption of this statement has no impact on the disclosures for
the consolidated financial statements as of and for the three- and nine-month
periods ended September 30, 2003, as these consolidated financial statements
are prepared based on the liquidation basis of accounting, and no earnings per
share information is required.

Statement No. 123 establishes financial accounting and reporting standards
for stock-based compensation plans, including employee stock purchase plans,
stock options and restricted stock. Statement No. 123 encourages all entities
to adopt a fair value method of accounting for stock-based compensation plans,
whereby compensation cost is measured at the grant date based upon the fair
value of the award and is realized as an expense over the service or vesting
period. However, Statement No. 123 also allows an entity to continue to
measure compensation cost for these plans using the intrinsic value method of
accounting prescribed by Accounting Principles Board Opinion No. 25,
Accounting for Stock Issued to Employees.

We account for our stock-based awards to employees and directors using the
intrinsic value method of accounting in accordance with Accounting Principles
Board Opinion No. 25. Under the intrinsic value method, compensation cost is
generally the excess, if any, of the quoted market price of the stock at the
grant or other measurement date over the exercise price.

Had compensation cost related to our stock option awards to employees and
directors been determined under the fair value method prescribed under
Statement No. 123, our net loss and loss per share on a going-concern basis
would have been the pro forma amounts illustrated in the table below for the
periods indicated:

|                                |                                                                                              |  |                                                  |        |                    |  |   |        |  
|------------------------------- | -------------------------------------------------------------------------------------------- |  | ------------------------------------------------ | ------ | ------------------ |  | - | ------ | -
|                                |                                                                                              |  | For the Three                                    |        | For the Nine      
|                                |                                                                                              |  | Months Ended                                     |        | Months Ended      
|                                |                                                                                              |  |                                                  |        |                   
|                                |                                                                                              |  | September 30, 2002                               |        | September 30, 2002
|                                |                                                                                              |  |                                                  |        |                   
|                                |                                                                                              |  | (Dollars in thousands, except per share amounts)
|                                | As reported net income in Consolidated Statement of
Operations and Comprehensive Loss        |  | $                                                | 87,749 |                    |  | $ | 71,661 |  
|                                | Stock-based employee compensation expense
(determined
under fair value method, net of taxes) |  |                                                  | (676   | )                  |  |   | (1,990 | )
|                                |                                                                                              |  |                                                  |        |                    |  |   |        |  
|                                | Pro forma net income, after stock-based employee
compensation expense                        |  | $                                                | 87,073 |                    |  | $ | 69,671 |  
|                                |                                                                                              |  |                                                  |        |                    |  |   |        |  
|Net income per share - basic:   |                                                                                              |  |                                                  |        |                    |  |   |       
|                                | As reported                                                                                  |  | $                                                | 1.40   |                    |  | $ | 1.14   |  
|                                | Pro forma                                                                                    |  | $                                                | 1.39   |                    |  | $ | 1.11   |  
|Net income per share - diluted: |                                                                                              |  |                                                  |        |                    |  |   |       
|                                | As reported                                                                                  |  | $                                                | 1.39   |                    |  | $ | 1.13   |  
|                                | Pro forma                                                                                    |  | $                                                | 1.38   |                    |  | $ | 1.10   |  

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

Note 5. Investment in Operating Lease Assets

Leasing expense represents expenses related to our auto leasing
activities. Because the leases are accounted for as operating leases, the
corresponding assets are capitalized and depreciated to their estimated
residual values over their lease terms. This depreciation expense is included
in leasing expenses, along with the amortization of capitalized initial direct
lease costs and impairment charges. Leasing expenses were $7.0 million for the
third quarter of 2003 compared to $12.9 million for the third quarter of 2002.
Leasing expenses were $24.4 million for the first nine months of 2003 compared
to $44.0 million for the first nine months of 2002.

The Company performs a quarterly impairment analysis of its automobile
operating lease portfolio in accordance with Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. A lease is considered impaired if its gross future undiscounted cash
flows are less than the net book value of the lease. The net book value of the
lease is defined as the original capitalized cost of the automobile, including
initial direct capitalized costs, less the cumulative amount of depreciation
recorded against the automobile and the cumulative amount of amortization of
the initial direct capitalized costs recorded since the inception of the lease
and less any impairment charges recorded-to-date on that lease.

In determining gross future undiscounted cash flows, the Company contracts
with Automotive Lease Guide, commonly referred to as ALG, to provide estimates
of the residual value of the underlying automobiles at the end of their lease
terms assuming that the vehicles are in average condition. The Company then
estimates the probability that; i.) the automobiles will be purchased by the
lessee prior to the end of the lease term; ii.) the automobile will be
purchased by the lessee at the end of the lease term, either at a discount or
at the full contractual residual amount; or iii.) the automobile will be
returned to the lessor at the end of the lease term. These probabilities are
estimated using a number of factors, including the Companys experience-to-date
and industry experience.

Using the projected ALG residual values, the Companys experience-to-date
relative to the projected ALG residual values (for example, for vehicle classes
where actual amounts realized were less than what ALG had projected, the
Company reduced the projected ALG residual values to equal the Companys
experience-to-date), and the probabilities of each of the three disposition
scenarios discussed above occurring, the Company determines
a probability-weighted gross future undiscounted cash flow for each automobile
lease. For those leases where the gross future undiscounted cash flows are
less than net book value, the lease is considered impaired.

For those leases considered impaired, the Company then estimates the fair
value of the lease. The fair value is determined by calculating the present
value of the future estimated cash flows, again assuming the probabilities of
each of the three disposition scenarios. The present value is calculated using
current market rates which are similar to the original contract lease rate.
For those impaired leases where the estimated fair value is less than the net
book value, an impairment charge is recorded for the difference. Since the
inception of the lease portfolio in June 1998, the Company has recorded
additional monthly depreciation charges, also included in leasing expense, to
provide for losses that may be incurred at the end of the lease terms. During
the first nine months of 2003, we recorded $8.5 million of additional
mark-to-market writedowns on the auto lease portfolio.

Note 6. Income Taxes

The Company recorded tax benefits of $4.7 million and $6.3 million for the
third quarter and the first nine months of 2003, respectively. The tax benefit
for the first nine months of 2003 was $6.3 million, which was recorded at an
effective tax rate of 59%, and included a $2.4 million tax benefit for
reductions in the prior years state tax liability. The 2003 effective tax
rate is higher than the federal statutory rate primarily due to state income
and franchise taxes.

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Bay View Capital Corporation and Subsidiaries
Notes to Consolidated Financial Statements
September 30, 2003
(Unaudited)

For the third quarter and the first nine months of 2002, the Company
recorded tax expense of $187.4 million and $181.8 million, respectively. The
Company also recorded a deferred tax benefit of $2.3 million on the cumulative
effect of a change in accounting principle, which was presented net of this tax
benefit. The effective tax rate used in computing the $181.4 million tax
expense for the first nine months of 2002 was 71.5%. This expected 2002
effective tax rate was higher than the federal statutory rate primarily due to
state income taxes, the valuation allowance on deferred tax assets, disposition
of nondeductible goodwill and nondeductible compensation associated with the
Companys plan of dissolution and stockholder liquidity.

As a result of the Companys Plan, the Company had recorded a valuation
allowance of $21.5 million as of December 31, 2002 based on the realizability
of deferred tax assets in years after 2002. The computation of deferred tax
assets, net of the valuation allowance, was based on the projection of future
operating income through September 30, 2005, which was the projected final
liquidation of the Company. With the Companys adoption of a plan of partial
liquidation (see Note 9), the computation of deferred tax assets are no longer
limited to future operating income through September 30, 2005. This has
allowed the Company to fully benefit from its operating losses through the
first nine months of 2003. The amount of the valuation allowance remained
unchanged at September 30, 2003.

Note 7. Commitments and Contingencies

We are involved as plaintiff or defendant in various legal actions and are
occasionally exposed to unasserted claims arising in the normal course of
business. In the opinion of management, after consultation with counsel, the
resolution of these legal actions will not have a material adverse effect on
our net assets in liquidation.

Note 8. Reserve for Estimated Costs during the Period of Liquidation

The reserve for estimated costs during the period of liquidation includes
accruals for severance payments and costs related to facility closures,
investment banking and other professional fees and estimated litigation expense
and settlements. These expense accruals are reviewed for adequacy on a
quarterly basis. Changes to the accruals, if necessary, are recorded as
adjustments in liquidation basis in future periods.

At September 30, 2003, the reserve for estimated costs during the period
of liquidation was $14.1 million, including accruals totaling $10.7 million for
facilities and severance.

Note 9. Subsequent Event

In October 2003, our Board of Directors approved a process of partial
liquidation under which we anticipate making a series of cash distributions to

stockholders, but will continue to operate the Company and BVAC on an ongoing
basis. The process of partial liquidation currently supplants earlier
provisions for fully liquidating the Company. The Companys adoption of a plan
of partial liquidation responds to changing market conditions in the auto
sector which have made the near-term sale or distribution of the stock of BVAC
to stockholders a less viable method of achieving maximum stockholder value,
and creates greater flexibility for the Company to realize this value.

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

Strategic Overview

Prior to September 30, 2003, Bay View Capital Corporation (the Company)
was a bank holding company headquartered in San Mateo, California. Our
principal subsidiary, Bay View Bank (the Bank), was dissolved as of September
30, 2003. As a result, we now operate as a financial services company.

Plan of Dissolution and Stockholder Liquidity

On October 3, 2002, our stockholders authorized a plan of dissolution and
stockholder liquidity (the Plan) and the sale of the Banks retail banking
assets to U.S. Bank, N.A. (U.S. Bank). Under the Plan, our Board of
Directors is authorized to determine the most efficient means of liquidation,
and the timing of the process. We originally contemplated that we would sell
all of our assets, pay all of our liabilities and then distribute the proceeds,
including the stock of Bay View Acceptance Corporation (BVAC), our automobile
finance subsidiary, to our stockholders. In the year that has elapsed since
the adoption of the Plan, we have sold substantially all of our assets with the
exception of our auto lease portfolio and BVAC.

As a result of stockholders authorization of the Plan and the close of
the U.S. Bank transaction on November 1, 2002, we adopted liquidation basis
accounting, effective September 30, 2002, in accordance with accounting
principles generally accepted in the United States of America (GAAP).

Because of changing market conditions in the auto sector, as discussed
elsewhere herein, we believe that the near-term sale or distribution of the
stock of BVAC to stockholders is no longer the best method of achieving maximum
stockholder value. Accordingly, on October 23, 2003, our Board of Directors
approved a process of partial liquidation under which we anticipate making an
initial cash distribution in the fourth quarter as previously intended, but
will continue to operate the Company and BVAC on an ongoing basis.

As previously indicated, we anticipate distributing $5.45 per share in
cash to stockholders, including a year-end distribution of approximately $4.00
per share and then a series of six quarterly distributions beginning in June
2004. However, the exact amount of the distributions we intend to make to our
stockholders may differ from the anticipated amounts for a number of reasons,
including: the proceeds that we in fact receive from the disposition of other
assets that are not yet subject to purchase commitments could be less than we
currently anticipate; and our expenses, liabilities and other obligations prior to
liquidation could be greater than we currently anticipate. As a result, no
assurance can be given as to the exact amount or timing of the distributions
that will be made to our stockholders, either in cash or in the stock of
operating companies.

Following, in general terms, is a description of the federal income
taxation of distributions as a result of the Companys change from a plan of
complete liquidation to a plan of partial liquidation. Investors should
consult with their tax advisors to determine their individual tax situations.
For noncorporate stockholders, the distribution in 2003 should be treated as an
exchange, and generate capital gain or loss depending on the relationship of
the market price of the stock on the distribution date, the distribution
amount, and the stockholders cost basis in the stock. Any such capital gain
could be a long-term capital gain to the extent that shares have been held for
twelve months. Such long-term capital gain is taxed at a federal tax rate of 15%. For corporate stockholders, the distribution in 2003 will be
taxed as a dividend to the extent of the Companys current or accumulated
earnings and profits for tax purposes; we currently anticipate that the entire
distribution in 2003 will be taxable as a dividend. Any distributions beyond
the amount taxable as dividends are a return of capital to the extent of any
remaining cost basis in the stock, and then taxed as capital gain. For all
stockholders, distributions after 2003 will be taxed as dividends to the extent
of the Companys current or accumulated earnings and profits, with any excess
being treated as first a return of capital to the extent of any remaining cost
basis in the stock, then taxed as capital gain.

The Bank completed its plan of dissolution and liquidation as of September
30, 2003. Under the plan, the Bank satisfied or discharged all of its known
and currently due and payable liabilities, and transferred its remaining assets and liabilities to the Company,
the Banks sole stockholder. We received
final regulatory confirmation of the

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Banks dissolution from the Office of the
Comptroller of the Currency on October 27, 2003. As a result of the Banks
dissolution, the Company ceased to be a bank holding company and the Company
and its subsidiaries are no longer subject to supervision, examination and
regulation by the Board of Governors of the Federal Reserve System
(the FRB), the Office
of the Comptroller of the Currency or the Federal Deposit Insurance
Corporation.

Segments

We operated two distinct business platforms through September 30, 2002,
representing the two basic distribution channels of our primary businesses,
retail and commercial banking. However, with our adoption of the Plan, we are
now focused on the dissolution and liquidation of the Companys assets and
liabilities, and no longer operate the individual retail and commercial banking
businesses or segments.

Critical Accounting Policies

We have identified the most critical accounting policies upon which our
financial status depends. We determined the critical policies by considering
accounting principles that involve the most complex or subjective decisions or
assessments. We have identified our most critical accounting policies to be
those related to our investment in operating lease assets, income taxes and the
valuation of assets and liabilities in liquidation and the reserve for
estimated costs during the period of liquidation.

Liquidation Basis Accounting

We adopted liquidation basis accounting effective September 30, 2002 in
accordance with GAAP. Accordingly, assets have been valued at their estimated
net realizable values and liabilities include accruals for estimated costs
associated with carrying out the Plan. We have not reflected any future
revenues and expenses of an operating nature; as such revenues and expenses
will be recognized when realized. In accordance with liquidation basis
accounting, our stockholders equity was transferred to net assets in
liquidation.

The reserve for estimated costs during the period of liquidation includes
accruals for severance payments and facility closures, investment banking and
other professional fees and estimated litigation expense. These expense
accruals are reviewed for adequacy and adjusted, if necessary, on a quarterly
basis.

Investment in Operating Lease Assets

The Company performs a quarterly impairment analysis of its automobile
operating lease portfolio in accordance with Statement of Financial Accounting
Standards No. 144, Accounting for the Impairment or Disposal of Long-Lived
Assets. A lease is considered impaired if its gross future undiscounted cash
flows are less than the net book value of the lease. The net book value of the
lease is defined as the original capitalized cost of the automobile, including
initial direct capitalized costs, less the cumulative amount of depreciation
recorded against the automobile and the cumulative amount of amortization of
the initial direct capitalized costs recorded since the inception of the lease
and less any impairment charges recorded-to-date on that lease.

In determining gross future undiscounted cash flows, the Company contracts
with Automotive Lease Guide, commonly referred to as ALG, to provide estimates
of the residual value of the underlying automobiles at the end of their lease
terms assuming that the vehicles are in average condition. The Company then
estimates the probability that i.) the automobiles will be purchased by the
lessee prior to the end of the lease term, ii.) the automobile will be
purchased by the lessee at the end of the lease term, either at a discount or
at the full contractual residual amount, or iii.) the automobile will be
returned to the lessor at the end of the lease term. These probabilities are
estimated using a number of factors, including the Companys experience-to-date
and industry experience.

Using the projected ALG residual values, the Companys experience-to-date
relative to the projected ALG residual values (for example, for vehicle classes
where actual amounts realized were less than what ALG had
projected, the Company reduced the projected ALG residual values to equal
the Companys experience-to-date),

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and the probabilities of each of the three
disposition scenarios discussed above occurring, the Company determines a
probability-weighted gross future undiscounted cash flow for each automobile
lease. For those leases where the gross future undiscounted cash flows are
less than net book value, the lease is considered impaired.

For those leases considered impaired, the Company then estimates the fair
value of the lease. The fair value is determined by calculating the present
value of the future estimated cash flows, again assuming the probabilities of
each of the three disposition scenarios. The present value is calculated using
current market rates which are similar to the original contract lease rate.
For those impaired leases where the estimated fair value is less than the net
book value, an impairment charge is recorded for the difference. Since the
inception of the lease portfolio in June 1998, the Company has recorded monthly
depreciation charges, also included in leasing expense, to provide for losses
that may be incurred at the end of the lease terms.

Income Taxes

As a result of the Companys Plan, the valuation allowance was $21.5
million as of December 31, 2002 based on the realizability of deferred tax
assets in years after 2002. The computation of deferred tax assets, net of the
valuation allowance, was based on the projection of future operating income
through September 30, 2005, which was the projected final liquidation of the
company. With the Companys adoption of a plan of partial liquidation, the
computation of deferred tax assets are no longer limited to future operating
income through September 30, 2005. This has allowed the Company to fully
benefit its operating losses through the first nine months of 2003. The amount
of the valuation allowance remained unchanged at September 30, 2003

Recent Accounting Pronouncements

In January 2003, the Financial Accounting Standard Board (FASB) issued
Financial Interpretation No. 46 (FIN 46), Consolidation of Variable Interest
Entities. This interpretation provides guidance on identifying a variable
interest entity (VIE) and determining when the assets,
liabilities, noncontrolling interests, and results of operations of a VIE need
to be included in a companys consolidated financial statements. A company
that holds variable interests in an entity will be required to consolidate that
entity if the companys interest in the VIE is such that the company will
absorb a majority of the VIEs expected losses and /or receive a majority of
the VIEs expected residual returns, if they occur. New disclosure
requirements are also prescribed by FIN 46. Originally, FIN 46 became
effective upon its issuance. The FASB recently deferred the effective date
of the interpretation until the first reporting period ending after December
15, 2003. We do not expect this interpretation to have a significant impact on
the Companys net assets in liquidation.

On July 1, 2003, we adopted Statement of Financial Accounting Standards
No. 150, Accounting for Certain Financial Instruments with Characteristics of
both Liabilities and Equity, which clarifies how some instruments or
securities should be classified on an issuers balance sheet and their related
impact on income and results of operations. Implementation of Statement No. 150
resulted in the reclassification of our Capital Securities from
their prior classification as a mezzanine item to
liabilities. Consequently,
the dividend expense on these Capital Securities during 2003, totaling $2.2 million
and $6.7 million during the three- and nine-month periods ended
September 30, 2003, is now reflected as interest expense.
Statement No. 150 does not allow restatement of prior year results.

Results of Operations

Under the liquidation basis of accounting, we are reporting the value of,
and the changes in, net assets available for distribution to stockholders (net
assets in liquidation) instead of results from continuing operations.
Accordingly, the Companys consolidated financial statements as of September
30, 2003 and December 31, 2002 and for the three- and nine-month periods ended
September 30, 2003 have been prepared under the liquidation basis of
accounting; the Consolidated Statement of Operations and Comprehensive Loss
have been replaced with the Consolidated Statement of Changes in Net Assets in Liquidation. The
Companys consolidated financial statements presented for periods prior to
September 30, 2002, (i.e., for the three- and nine-month periods ended

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September 30, 2002) are presented on a going concern basis of accounting. The
Company is providing, herein, (1) Consolidated Statements of Net Assets
(Liquidation Basis) as of September 30, 2003 and December 31, 2002, (2) Consolidated
Statements of Changes in Net Assets in Liquidation (Liquidation Basis) for the
three- and nine-month periods ended September 30, 2003 and (3) Consolidated
Statements of Operations and Comprehensive Loss for the three- and nine-month
periods ended September 30, 2002 (Going Concern Basis).

Liquidation Basis

Changes in Net Assets in Liquidation  Three- and Nine-Month Periods Ended
September 30, 2003

Our net assets in liquidation totaled $409.8 million, or $6.36 in net
assets in liquidation per outstanding diluted share at September 30, 2003
compared to $409.9 million, or $6.37 in net assets in liquidation per
outstanding diluted share and $410.1 million, or $6.43 in net assets in
liquidation per outstanding diluted share at June 30, 2003 and December 31,
2002, respectively.

The change in net assets in liquidation during the quarter included a
pre-tax operating loss of $2.2 million and $3.4 million of charges for assets
in liquidation partially offset by $4.7 million of income tax benefit. The
$3.4 million of charges was largely attributable to a $3.7 million impairment
in the auto lease portfolio as the residual value of the portfolio declined due
to weakness in used car values.

The change in net assets in liquidation for the first nine months of 2003
included a pre-tax operating loss of $4.6 million and $6.0 million of charges
for assets in liquidation partially offset by $6.3 million of income tax
benefit and $4.1 million of other changes in net assets in liquidation,
primarily proceeds from stock options and warrants exercised during the first
nine months of 2003.

The net charges for changes in estimated values of assets and liabilities
during the first nine months of 2003 consisted primarily of $8.5 million of
additional mark-to-market writedowns on the auto lease portfolio. This was
partially offset by a $1.3 million gain associated with the financing secured
by our auto lease cash flows resulting from favorable experience with the
underlying cash flows, and a $1.0 million reduction of an accrual related to
the settlement of litigation that was negotiated during the first quarter of
2003.

Implementation of Statement No. 150 resulted in the reclassification of
our Capital Securities from their prior classification as a mezzanine
item to liabilities. Consequently, the dividend expense on these Capital
Securities during 2003, totaling $2.2 million and $6.7 million during the
three- and nine-month periods ended September 30, 2003, is now
included in
interest expense on borrowings. Statement No. 150 does not allow restatement
of prior year results.

Leasing Expenses

Leasing expense represents expenses related to our auto lease portfolio.
Because the leases are accounted for as operating leases, the corresponding
assets are capitalized and depreciated to their estimated residual values over
their lease terms. This depreciation expense is included in leasing expenses,
along with the amortization of capitalized initial direct lease costs and
impairment charges. Leasing expenses were $7.0 million for the third quarter
of 2003 compared to $12.9 million for the third quarter of 2002, and $24.4
million for the first nine months of 2003 compared to $44.0 million for the
first nine months of 2002. The decreases in leasing expenses, compared to the
prior periods, were primarily due to lower depreciation expense associated with
the declining balance of our lease portfolio. We ceased purchasing auto leases
in June 2000.

At September 30, 2003, approximately 4,275 of the 6,665 vehicles in our
automobile lease portfolio, or 64%, were considered impaired under Statement
No. 144. This impairment is subject to a number of significant assumptions
that could change in the near term, and adversely affect the valuation of the
automobile lease portfolio.
These assumptions were previously described under Critical Accounting Policies,
Investment in Operating Lease Assets. Two of these assumptions - including the
residual values of individual leases that are projected by ALG and the relative
probabilities of the three alternatives for disposing of vehicles - are
particularly susceptible to

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changes in market conditions. As an illustration
of the sensitivity of these assumptions - if the market values of the
individual vehicles declined by $250, an additional 7% of the leases would be
deemed to be impaired and, therefore, potentially subject to an impairment
charge. Furthermore, if the percentage of vehicles returned to the Company
were greater than was projected at year-end, the impairment charge could
increase because the proceeds realized under this disposition scenario is
normally less than if the lessee purchased the automobile prior to the end of
the lease term.

Income Taxes

We recorded tax benefits of $4.7 million and $6.3 million for the third
quarter and the first nine months of 2003, respectively. The tax benefit for
the first nine months of 2003 was $6.3 million, which was recorded at an
effective tax rate of 59.0%, and included a $2.4 million tax benefit for
reductions in the prior years state tax liability. The 2003 effective tax
rate is higher than the federal statutory rate primarily due to the effect of
state income and franchise taxes.

Going Concern Basis

Results of Operations  Three- and Nine-Month Periods Ended September 30, 2002

Our net income for the third quarter and for the first nine months of
2002, including net adjustments required to convert from a going concern basis
to a liquidation basis of accounting, totaled $87.7 million, or $1.39 per
diluted share, and $71.7 million, or $1.13 per diluted share, respectively.
Excluding the liquidation adjustments, our operating income before taxes
totaled $8.6 million and $5.9 million for the third quarter and first nine
months of 2002, respectively.

We recorded pre-tax adjustments totaling $266.5 million related to the
mark-to-market valuation of our assets and liabilities in connection with our
adoption of liquidation basis accounting during the quarter. Also during the
quarter, we recorded $18.9 million in impairment charges, net of taxes, for
goodwill related to three of our commercial lending businesses which was not
expected to be realized upon the disposition of these businesses. As required
by Statement of Financial Accounting Standards No. 142, Goodwill and Other
Intangible Assets, the impairment loss was measured and recorded as of the
date of adoption and recognized as the cumulative effect of a change in
accounting principle as of January 1, 2002.

Our results for the third quarter of 2002 included net gains on sales of
assets totaling $18.1 million consisting of $11.8 million gain on the
securitization and sale of auto loans and $6.3 million net gain on the sale of
multi-family and commercial real estate loans.

Our results for the first nine months of 2002 included a special charge of
$13.1 million, recorded during the second quarter of 2002, related to the
settlement of litigation. The settlement agreement with JP Morgan Chase Bank
relating to the complaint filed against Bay View Franchise Mortgage Acceptance
Company which we sold during 2001, resulted in a $13.1 million pre-tax charge
to second quarter earnings and included the removal of approximately $12
million of nonperforming franchise loans from our consolidated balance sheet.

On June 5, 2002, we completed the sale of our San Mateo-based factoring
business, Bay View Funding, to a group of investors led by the factoring
companys management team. Through this transaction, we converted
approximately $6.5 million of goodwill to tangible equity.

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Net Interest Income and Net Interest Margin

Our net interest income and net interest margin for the third quarter of
2002 were $18.6 million and 2.31%, respectively. Our net interest income and
net interest margin for the first nine months of 2002 were $85.2 million and
3.56%, respectively. Our interest-earning assets, excluding our auto-related
operating lease assets, totaled $3.4 billion at September 30, 2002. The
average interest-earning assets, excluding our auto-related operating lease
assets, totaled $3.2 billion for both the three- and nine-month periods ended
September 30, 2002.

Average Balance Sheet

The following tables illustrate average yields on our interest-earning
assets and average rates on our interest-bearing liabilities for the periods
indicated. These average yields and rates were calculated by dividing interest
income by the average balance of interest-earning assets and by dividing
interest expense by the average balance of interest-bearing liabilities, for
the period indicated. Average balances of interest-earning assets and
interest-bearing liabilities were calculated by averaging the relevant
month-end amounts for the period.

|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |      |  
|------------------------------------------ | ----------------------------- | - | ---------------------------------- | --------- | -------- | - | ---------- | ------ | ------- |  | ---- | ---- | -
|                                           |                               |   | AVERAGE BALANCES, YIELDS AND RATES
|                                           |                               |   |                                   
|                                           |                               |   | For the Three Months Ended        
|                                           |                               |   | September 30, 2002                
|                                           |                               |   |                                   
|                                           |                               |   | Average                            |           |          |   |            |        | Average
|                                           |                               |   | Balance                            |           | Interest |   | Yield/Rate
|                                           |                               |   |                                    |           |          |   |           
|                                           |                               |   | (Dollars in thousands)            
|Assets                                     |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Interest-earning assets:                   |                               |   |                                    |           |          |   |            |        |         |  |      |     
|                                           | Loans and leases              |   | $                                  | 1,627,939 |          |   | $          | 30,174 |         |  |      | 7.62 | %
|                                           | Mortgage-backed securities(1) |   |                                    | 155,087   |          |   |            | 1,749  |         |  |      | 4.52 |  
|                                           | Investments(1)                |   |                                    | 1,413,700 |          |   |            | 7,140  |         |  |      | 1.99 |  
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Total interest-earning assets              |                               |   | 3,196,726                          |           |          |   | 39,063     |        |         |  | 4.86 | %   
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Other assets                               |                               |   | 729,257                            |           |          |   |            |        |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Total assets                               |                               | $ | 3,925,983                          |           |          |   |            |        |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Liabilities and Stockholders Equity       |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Interest-bearing liabilities:              |                               |   |                                    |           |          |   |            |        |         |  |      |     
|                                           | Deposits                      |   | $                                  | 3,266,192 |          |   | $          | 15,978 |         |  |      | 1.94 | %
|                                           | Borrowings(2)                 |   |                                    | 239,019   |          |   |            | 4,505  |         |  |      | 7.53 |  
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Total interest-bearing liabilities         |                               |   | 3,505,211                          |           |          |   | 20,483     |        |         |  | 2.32 | %   
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Other liabilities                          |                               |   | 65,561                             |           |          |   |            |        |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Total liabilities                          |                               |   | 3,570,772                          |           |          |   |            |        |         |  |      |     
|Stockholders equity                       |                               |   | 355,211                            |           |          |   |            |        |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Total liabilities and stockholders
equity |                               | $ | 3,925,983                          |           |          |   |            |        |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Net interest income/net interest spread    |                               |   |                                    |           |          | $ | 18,580     |        |         |  | 2.54 | %   
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Net interest-bearing liabilities           |                               | $ | (308,485                           | )         |          |   |            |        |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     
|Net interest margin(3)                     |                               |   |                                    |           |          |   |            |        |         |  | 2.31 | %   
|                                           |                               |   |                                    |           |          |   |            |        |         |  |      |     



|(1) |  | Average balances and yields for securities and other
investments classified as available-for-sale are based on
historical amortized cost.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Interest expense for borrowings excludes expenses related to
our Capital Securities.                                                     
|   
|(3) |  | Annualized net interest income divided by average
interest-earning assets.                                                               

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|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |      |  
|------------------------------------------ | ----------------------------- | - | ---------------------------------- | --------- | -------- | - | ---------- | ------- | ------- |  | ---- | ---- | -
|                                           |                               |   | AVERAGE BALANCES, YIELDS AND RATES
|                                           |                               |   |                                   
|                                           |                               |   | For the Nine Months Ended         
|                                           |                               |   | September 30, 2002                
|                                           |                               |   |                                   
|                                           |                               |   | Average                            |           |          |   |            |         | Average
|                                           |                               |   | Balance                            |           | Interest |   | Yield/Rate
|                                           |                               |   |                                    |           |          |   |           
|                                           |                               |   | (Dollars in thousands)            
|Assets                                     |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Interest-earning assets:                   |                               |   |                                    |           |          |   |            |         |         |  |      |     
|                                           | Loans and leases              |   | $                                  | 2,158,992 |          |   | $          | 122,208 |         |  |      | 7.70 | %
|                                           | Mortgage-backed securities(1) |   |                                    | 231,499   |          |   |            | 8,314   |         |  |      | 4.78 |  
|                                           | Investments(1)                |   |                                    | 794,862   |          |   |            | 14,717  |         |  |      | 2.45 |  
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Total interest-earning assets              |                               |   | 3,185,353                          |           |          |   | 145,239    |         |         |  | 6.08 | %   
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Other assets                               |                               |   | 680,673                            |           |          |   |            |         |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Total assets                               |                               | $ | 3,866,026                          |           |          |   |            |         |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Liabilities and Stockholders Equity       |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Interest-bearing liabilities:              |                               |   |                                    |           |          |   |            |         |         |  |      |     
|                                           | Deposits                      |   | $                                  | 3,141,636 |          |   | $          | 44,509  |         |  |      | 1.89 | %
|                                           | Borrowings(2)                 |   |                                    | 270,718   |          |   |            | 15,559  |         |  |      | 7.67 |  
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Total interest-bearing liabilities         |                               |   | 3,412,354                          |           |          |   | 60,068     |         |         |  | 2.35 | %   
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Other liabilities                          |                               |   | 107,646                            |           |          |   |            |         |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Total liabilities                          |                               |   | 3,520,000                          |           |          |   |            |         |         |  |      |     
|Stockholders equity                       |                               |   | 346,026                            |           |          |   |            |         |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Total liabilities and stockholders
equity |                               | $ | 3,866,026                          |           |          |   |            |         |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Net interest income/net interest spread    |                               |   |                                    |           |          | $ | 85,171     |         |         |  | 3.73 | %   
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Net interest-bearing liabilities           |                               | $ | (227,001                           | )         |          |   |            |         |         |  |      |     
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     
|Net interest margin(3)                     |                               |   |                                    |           |          |   |            |         |         |  | 3.56 | %   
|                                           |                               |   |                                    |           |          |   |            |         |         |  |      |     



|(1) |  | Average balances and yields for securities and other
investments classified as available-for-sale are based on
historical amortized cost.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | Interest expense for borrowings excludes expenses related to
our Capital Securities.                                                     
|   
|(3) |  | Annualized net interest income divided by average
interest-earning assets.                                                               

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Interest Income

Interest income was $39.1 million for the third quarter of 2002 and $145.2
million for the first nine months of 2002. The average yield on
interest-earning assets was 4.86% for the third quarter of 2002 and 6.08% for
the first nine months of 2002.

Interest Expense

Deposits

Interest expense on our deposits was $16.0 million for the third quarter
of 2002 and $44.5 million for the first nine months of 2002. The average cost
of deposits was 1.94% for the third quarter of 2002 and 1.89% for the first
nine months of 2002. The following table summarizes our deposit costs by type
for the periods indicated:

|                                 |  |                          |           |                          |  |                        |      |              |  |   |           |  |  |  |      |  
|-------------------------------- |  | ------------------------ | --------- | ------------------------ |  | ---------------------- | ---- | ------------ |  | - | --------- |  |  |  | ---- | -
|                                 |  | For the Three Months     |           | For the Nine Months     
|                                 |  | Ended September 30, 2002 |           | Ended September 30, 2002
|                                 |  |                          |           |                         
|                                 |  | Average Balance          |           | Average Rate             |  | Average Balance        |      | Average Rate
|                                 |  |                          |           |                          |  |                        |      |             
|                                 |  |                          |           |                          |  | (Dollars in thousands) |      |              |  |  
|Savings                          |  | $                        | 156,760   |                          |  |                        | 0.73 | %            |  | $ | 159,805   |  |  |  | 0.58 | %
|Money Market                     |  |                          | 915,838   |                          |  |                        | 1.75 |              |  |   | 991,639   |  |  |  | 1.72 |  
|Checking accounts                |  |                          | 730,138   |                          |  |                        | 0.82 |              |  |   | 734,123   |  |  |  | 0.84 |  
|                                 |  |                          |           |                          |  |                        |      |              |  |   |           |  |  |  |      |  
|Total transaction accounts       |  |                          | 1,802,736 |                          |  |                        | 1.29 |              |  |   | 1,885,567 |  |  |  | 1.28 |  
|Retail certificates of deposit   |  |                          | 1,355,770 |                          |  |                        | 2.78 |              |  |   | 1,219,779 |  |  |  | 2.83 |  
|Brokered certificates of deposit |  |                          | 107,686   |                          |  |                        | 2.35 |              |  |   | 36,290    |  |  |  | 2.35 |  
|                                 |  |                          |           |                          |  |                        |      |              |  |   |           |  |  |  |      |  
|Total deposits                   |  | $                        | 3,266,192 |                          |  |                        | 1.94 | %            |  | $ | 3,141,636 |  |  |  | 1.89 | %
|                                 |  |                          |           |                          |  |                        |      |              |  |   |           |  |  |  |      |  

Borrowings

Interest expense on our borrowings was $4.5 million for the third quarter
of 2002 and $15.6 million for the first nine months of 2002. The average cost
of borrowings was 7.53% for the third quarter of 2002 and 7.67% for the first
nine months of 2002. These amounts exclude the expense associated with our
Capital Securities.

Provision for Losses on Loans and Leases

The provision for losses on loans and leases was $2.2 million for the
third quarter of 2002 and $10.7 million for the first nine months of 2002. Our
year-to-date provision reflects the impact of a $2.6 million recovery on the
sale of charged-off high loan-to-value home equity loans during the fourth
quarter of 2001.

Noninterest Income and Noninterest Expense

Noninterest income totaled $40.0 million for the third quarter of 2002 and
$91.6 million for the first nine months of 2002.

General and Administrative Expenses

General and administrative expenses were $31.7 million for the third
quarter of 2002 and $93.0 million for the first nine months of 2002. The
following table illustrates the ratio of general and administrative expenses to
average total assets, including auto-related securitized assets, on an
annualized basis for the periods indicated:

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|                                                                                                                  |  |                        |           |                    |  |   |           |  
|----------------------------------------------------------------------------------------------------------------- |  | ---------------------- | --------- | ------------------ |  | - | --------- | -
|                                                                                                                  |  | For the Three          |           | For the Nine      
|                                                                                                                  |  | Months Ended           |           | Months Ended      
|                                                                                                                  |  |                        |           |                   
|                                                                                                                  |  | September 30, 2002     |           | September 30, 2002
|                                                                                                                  |  |                        |           |                   
|                                                                                                                  |  | (Dollars in thousands)
|General and administrative expenses                                                                               |  | $                      | 31,673    |                    |  | $ | 93,001    |  
|Average total assets, including auto-related securitized
assets                                                   |  | $                      | 4,200,818 |                    |  | $ | 4,073,742 |  
|                                                                                                                  |  |                        |           |                    |  |   |           |  
|Annualized general and administrative expenses to
average total assets, including auto-related
securitized assets |  |                        | 3.02      | %                  |  |   | 3.04      | %
|                                                                                                                  |  |                        |           |                    |  |   |           |  

Another measure that management uses to monitor our level of general and
administrative expenses is the efficiency ratio. The efficiency ratio is
calculated by dividing the amount of general and administrative expenses by
operating revenues, defined as net interest income, as adjusted to include
expenses associated with our Capital Securities, the excess of our
leasing-related rental income over leasing-related depreciation expense, and
other noninterest income. This ratio reflects the level of general and
administrative expenses required to generate $1 of operating revenue.

The following table illustrates the efficiency ratio for the periods
indicated:

|                                    |  |                        |        |                    |  |   |         |  
|----------------------------------- |  | ---------------------- | ------ | ------------------ |  | - | ------- | -
|                                    |  | For the Three          |        | For the Nine      
|                                    |  | Months Ended           |        | Months Ended      
|                                    |  |                        |        |                   
|                                    |  | September 30, 2002     |        | September 30, 2002
|                                    |  |                        |        |                   
|                                    |  | (Dollars in thousands)
|General and administrative
expenses |  | $                      | 31,673 |                    |  | $ | 93,001  |  
|Operating revenues, as defined      |  | $                      | 45,264 |                    |  | $ | 133,657 |  
|                                    |  |                        |        |                    |  |   |         |  
|Efficiency ratio                    |  |                        | 70.0   | %                  |  |   | 69.6    | %
|                                    |  |                        |        |                    |  |   |         |  

Leasing Expenses

Leasing expense is attributable to our auto leasing activities. Because
the leases are accounted for as operating leases, the corresponding assets are
capitalized and depreciated to their estimated residual values over their lease
terms. This depreciation is included in leasing expenses, along with the
amortization of capitalized initial direct lease costs and impairment charges.
Leasing expenses were $12.9 million for the third quarter of 2002 and $44.0
million for the first six months of 2002. We ceased purchasing auto leases in
June 2000.

Real Estate Owned

Net expense related to our real estate owned was $0.1 million for the
third quarter of 2002 and $1.0 million for the first nine months of 2002.
Additionally, we recorded $0.2 million of provision for losses on real estate
owned during the first quarter of 2002.

Amortization of Intangible Assets

As of January 1, 2002, we adopted Statement of Financial Accounting
Standards No. 142, Goodwill and Other Intangible Assets, which requires that
certain goodwill and intangible assets with indefinite useful lives no longer
be amortized but instead be tested for impairment at least annually.
Amortization expense related to intangible assets was $0.3 million for the
third quarter of 2002 and $1.0 million for the first nine months of 2002.

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We completed the first and second steps of the transitional goodwill
impairment test as of June 30, 2002 and September 30, 2002, respectively. We
recorded $18.9 million in impairment charges, net of taxes, for goodwill not
expected to be realized upon the disposition of our Asset-based lending,
Factored Receivables and Commercial leasing businesses. As required by the
transitional provisions of Statement No. 142, the impairment loss was measured
and recorded as of the date of adoption and recognized as the cumulative effect
of a change in accounting principle as of January 1, 2002.

Income Taxes

We recorded tax expense of $187.4 million and $181.8 million for the
third quarter of 2002 and the first nine months of 2002, respectively. We also
recorded a deferred tax benefit of $2.3 million on the cumulative effect of a
change in accounting principle, which was presented net of this tax benefit.
As a result of the Companys plan of dissolution and stockholder liquidity,
income tax expense includes the effect of establishing a valuation allowance of
$24.0 million on the realizability of deferred tax assets in years after 2002.
The realizability of deferred tax assets and the related valuation allowance
are based on total projected future income through the final liquidation of the
Company.

The effective tax rate used in computing the $181.8 million tax expense
for the first nine months of 2002 was 71.5%. This expected 2002 effective tax
rate was higher than the federal statutory rate primarily due to state income
taxes, the valuation allowance on deferred tax assets, disposition of
nondeductible goodwill and nondeductible compensation associated with the
Companys plan of dissolution and stockholder liquidity.

Capital Securities

On December 21, 1998, we issued $90 million of Capital Securities through
Bay View Capital I, a business trust formed to issue the securities. The
Capital Securities accrue quarterly cumulative distributions at an annual rate
of 9.76% of the liquidation value of $25 per share. Dividend expense on the
Capital Securities was $2.7 million for the third quarter of 2002 and $7.9
million for the first nine months of 2002.

In September of 2000, we entered into an agreement with the FRB which
required that we obtain their approval prior to disbursing any dividends
associated with our Capital Securities. Beginning with the third quarter of
2000, we began deferring distributions quarterly in accordance with the terms
of the Capital Securities. During this period, deferred distributions were
accrued at an annual rate of 9.76% of the liquidation amount of $25 per Capital
Security, plus accumulated additional distributions at the same rate,
compounded quarterly, on any unpaid distributions. Deferred distributions and
interest, which were fully accrued, was $21.8 million at September 30, 2002.

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##### Table of Contents



Balance Sheet Analysis

Our total assets were $554.5 million at September 30, 2003 compared to
$875.5 million at December 31, 2002. Our balance sheet
decreased as we liquidated assets and used
cash and cash equivalents to repay maturing brokered CDs, reduce our
borrowings and pay down other liabilities - including the reserve for estimated
costs during the period of liquidation.

Securities

The following table illustrates our securities portfolio as of the dates
indicated:

|                                           |                                     |   |                        |        |              |   |        |        | 
|------------------------------------------ | ----------------------------------- | - | ---------------------- | ------ | ------------ | - | ------ | ------ | 
|                                           |                                     |   | September 30,          |        | December 31,
|                                           |                                     |   | 2003                   |        | 2002        
|                                           |                                     |   |                        |        |             
|                                           |                                     |   | (Dollars in thousands)
|Available-for-sale                         |                                     |   |                        |        |              |   |        |       
|Asset-backed securities                    |                                     | $ | 281                    |        |              | $ | 6,267  |       
|Retained interests in auto securitizations |                                     |   | 34,234                 |        |              |   | 31,870 |       
|                                           |                                     |   |                        |        |              |   |        |       
|Total investment securities                |                                     |   | 34,515                 |        |              |   | 38,137 |       
|                                           |                                     |   |                        |        |              |   |        |       
|Mortgage-backed securities:                |                                     |   |                        |        |              |   |        |       
|                                           | Fannie Mae                          |   |                        | 11,044 |              |   |        | 18,096 | 
|                                           | Freddie Mac                         |   |                        | 631    |              |   |        | 13,335 | 
|                                           | Collateralized mortgage obligations |   |                        | 625    |              |   |        | 1,085  | 
|                                           |                                     |   |                        |        |              |   |        |       
|Total mortgage-backed securities           |                                     |   | 12,300                 |        |              |   | 32,516 |       
|                                           |                                     |   |                        |        |              |   |        |       
|Total securities available-for-sale        |                                     | $ | 46,815                 |        |              | $ | 70,653 |       
|                                           |                                     |   |                        |        |              |   |        |       

In accordance with liquidation basis accounting, our investment securities
are classified as available-for-sale and recorded at their net realizable
value. Adjustments to net realizable value, if any, are recorded on a
quarterly basis in earnings through the changes in estimated values of assets
and liabilities.

We sold $7.4 million of mortgage-backed securities and $2.7 million of
asset-backed securities during the first nine months of 2003. Gains of
$35,000 were realized on the sales. There were no purchases of investment
securities during the first nine months of 2003.

During the third quarter, BVAC securitized and sold approximately $193
million of automobile installment contracts and retained an interest in this
securitization with an initial balance of $9.5 million.

Loans and Leases

The following table illustrates our loan and lease portfolio as of the
dates indicated:

|                                   |                               |                                                                                 |         |                        |        |                   |         |         |         | 
|---------------------------------- | ----------------------------- | ------------------------------------------------------------------------------- | ------- | ---------------------- | ------ | ----------------- | ------- | ------- | ------- | 
|                                   |                               |                                                                                 |         | September 30, 2003     |        | December 31, 2002
|                                   |                               |                                                                                 |         |                        |        |                  
|                                   |                               |                                                                                 |         | (Dollars in thousands)
|Loans and leases receivable:       |                               |                                                                                 |         |                        |        |                   |         |        
|                                   | Auto installment contracts(1) |                                                                                 | $       | 122,715                |        |                   | $       | 142,357 |        
|                                   | Other loans:                  |                                                                                 |         |                        |        |                   |         |         |        
|                                   |                               | Multi-family mortgage loans                                                     |         |                        |       |                   |         |         | 2,443   | 
|                                   |                               | Commercial mortgage loans                                                       |         |                        | 2,642  |                   |         |         | 7,712   | 
|                                   |                               | Franchise loans                                                                 |         |                        | 23,998 |                   |         |         | 46,928  | 
|                                   |                               | Asset-based loans, syndicated loans, factored receivables
and commercial leases |         |                        | 2,434  |                   |         |         | 104,362 | 
|                                   |                               | Business loans                                                                  |         |                        | 4,882  |                   |         |         | 7,212   | 
|                                   |                               |                                                                                 |         |                        |        |                   |         |        
|                                   |                               | Total other loans                                                               |         |                        | 33,956 |                   |         |         | 168,657 | 
|                                   |                               |                                                                                 |         |                        |        |                   |         |        
|Loans and leases receivable(2) (3) |                               | $                                                                               | 156,671 |                        |        | $                 | 311,014 |        
|                                   |                               |                                                                                 |         |                        |        |                   |         |        



|(1) |  | Amounts exclude auto-related operating lease assets reported separately
from loans and leases totaling $86.3 million at
September 30, 2003 and $191.0 million at December 31, 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|(2) |  | All loans and leases are classified as held-for-sale.                                                                                                                              

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|(3) |  | Includes mark-to-market valuation reserves of $11.7 million and $35.1
million at September 30, 2003 and December 31,
2002, respectively.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------

During the first nine months of 2003, we completed the sale and/or
securitization of approximately $316.3 million of loans and received an
additional $104.6 million in loan repayments. In connection with the Plan, our
loans and leases receivable is classified as held-for-sale at September 30,
2003. We continue to purchase auto installment contracts through BVAC but
ceased all other loan production activities during the fourth quarter of 2002.

Liquidating Portfolio

We sold approximately $80.5 million of loans and received $47.2 million of
loan repayments in our liquidating loan portfolio during the first nine months
of 2003. These loan sales and repayments, totaling $127.7 million were
comprised of $89.7 million of asset-based loans, $15.9 million of franchise
loans, $10.8 million of syndicated loans, $4.3 million of commercial real
estate loans, $3.8 million of multi-family mortgage loans and $3.2 million of
business loans, factored receivables and commercial leases. At September 30,
2003, the net carrying value of the Companys remaining investment in loans to
be liquidated was reduced to $34.0 million from $169 million at December 31,
2002.

BVAC

During the first nine months of 2003, BVAC purchased $212.1 million of
auto installment contracts on new and used vehicles. The year-to-date
purchases consisted of 7,470 contracts with weighted average contract rates of
8.44% and weighted average FICO scores of 732. At September 30, 2003, BVAC was
servicing 32,000 contracts representing $573 million. During the third
quarter, BVAC called its 2000-LJ-1 automobile receivable backed notes and
repurchased auto installment contracts with a par value of $33.8 million and an
average coupon rate of 10.25%.

The following tables illustrate the activity in our loan and lease
portfolio for the periods indicated:

|                                           |                                  |                                                                                 |   |                            |        |                    |   |         |        | 
|------------------------------------------ | -------------------------------- | ------------------------------------------------------------------------------- | - | -------------------------- | ------ | ------------------ | - | ------- | ------ | 
|                                           |                                  |                                                                                 |   | For the Three Months Ended
|                                           |                                  |                                                                                 |   |                           
|                                           |                                  |                                                                                 |   | September 30, 2003         |        | September 30, 2002
|                                           |                                  |                                                                                 |   |                            |        |                   
|                                           |                                  |                                                                                 |   | (Dollars in thousands)    
|Loan and lease purchases and originations: |                                  |                                                                                 |   |                            |        |                    |   |        
|                                           |                                  | Auto installment contracts                                                      |   | $                          | 66,878 |                    |   | $       | 76,230 | 
|                                           |                                  | Home equity loans and lines of credit                                           |   |                            |       |                    |   |         | 26,397 | 
|                                           |                                  | Multi-family and commercial mortgage loans                                      |   |                            |       |                    |   |         | 27,105 | 
|                                           |                                  | Asset-based loans, syndicated loans, factored receivables and
commercial leases |   |                            |       |                    |   |         | 8,617  | 
|                                           |                                  | Business loans                                                                  |   |                            |       |                    |   |         | 9,393  | 
|                                           |                                  |                                                                                 |   |                            |        |                    |   |         |        | 
|                                           | Total purchases and originations |                                                                                 | $ | 66,878                     |        |                    | $ | 147,742 |       
|                                           |                                  |                                                                                 |   |                            |        |                    |   |         |        | 

|                                           |                                  |                                                                                 |   |                           |         |                    |   |         |         | 
|------------------------------------------ | -------------------------------- | ------------------------------------------------------------------------------- | - | ------------------------- | ------- | ------------------ | - | ------- | ------- | 
|                                           |                                  |                                                                                 |   | For the Nine Months Ended
|                                           |                                  |                                                                                 |   |                          
|                                           |                                  |                                                                                 |   | September 30, 2003        |         | September 30, 2002
|                                           |                                  |                                                                                 |   |                           |         |                   
|                                           |                                  |                                                                                 |   | (Dollars in thousands)   
|Loan and lease purchases and originations: |                                  |                                                                                 |   |                           |         |                    |   |        
|                                           |                                  | Auto installment contracts                                                      |   | $                         | 212,107 |                    |   | $       | 245,267 | 
|                                           |                                  | Home equity loans and lines of credit                                           |   |                           |        |                    |   |         | 80,857  | 
|                                           |                                  | Multi-family and commercial mortgage loans                                      |   |                           |        |                    |   |         | 217,788 | 
|                                           |                                  | Asset-based loans, syndicated loans, factored receivables and
commercial leases |   |                           |        |                    |   |         | 25,408  | 
|                                           |                                  | Business loans                                                                  |   |                           |        |                    |   |         | 31,977  | 
|                                           |                                  |                                                                                 |   |                           |         |                    |   |         |         | 
|                                           | Total purchases and originations |                                                                                 | $ | 212,107                   |         |                    | $ | 601,297 |        
|                                           |                                  |                                                                                 |   |                           |         |                    |   |         |         | 

BVACs purchases for the first nine months of the year were below
expectations. Incentive financing from auto manufacturers, including zero
percent financing out to a term of 72 months, continues to be widely available
on new vehicles. These products have encroached on BVACs traditional market
in extended term contracts, which

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appeal to monthly payment-oriented buyers of
new vehicles. Incentive financing has also drawn a segment of BVACs used
vehicle buyers / borrowers into new vehicle purchases. BVAC has chosen to
remain focused on credit quality and has reduced its purchases of installment
contracts from certain independent dealers. As a result, the quality and
performance of the BVAC loan portfolio has remained sound. However, this focus
on credit quality and the encroachment mentioned above have resulted in reduced
loan production in recent quarters. We believe this loss of production has
diminished the near-term liquidation value of BVAC. As a result, we reduced
our after-tax premium on BVAC from $12.8 million to $4.0 million during the
third quarter of 2003.

BVAC has substantially reduced its operating expenses while enhancing
marketing procedures. As the economy recovers and these marketing strategies
are fully implemented, we anticipate BVACs loan production will recover
commensurately. Looking forward to 2004, BVAC has expanded its relationships
with multi-store auto dealerships and anticipates increasing loan production
from these relationships. Expansion into new states, which was de-emphasized
during the restructuring period, has also been reactivated and is anticipated
to increase production in 2004.

BVAC securitized and sold approximately $193 million of automobile
installment contracts during the third quarter. A gain of $0.8 million was
realized on the transaction. During the first nine months of 2003, contracts
sold and/or securitized totaled $235.8 million. Additionally, BVAC received
$57.4 million of auto installment contract repayments during the first nine
months of 2003.

Credit Quality

We define nonperforming assets as nonaccrual loans and leases, real estate
owned, defaulted mortgage-backed securities and other repossessed assets. We
define nonaccrual loans and leases as loans and leases 90 days or more
delinquent as to principal and interest payments (unless the principal and
interest are well secured and in the process of collection) and loans and
leases less than 90 days delinquent designated as nonperforming when we
determine that the full collection of principal and/or interest is doubtful.
We do not record interest on nonaccrual loans and leases.

The following table illustrates our nonperforming assets as of the dates
indicated:

|                            |  |                        |        |              |  |   |        | 
|--------------------------- |  | ---------------------- | ------ | ------------ |  | - | ------ | 
|                            |  | September 30,          |        | December 31,
|                            |  | 2003                   |        | 2002        
|                            |  |                        |        |             
|                            |  | (Dollars in thousands)
|Nonaccrual loans and leases |  | $                      | 4,867  |              |  | $ | 24,683 | 
|Real estate owned           |  |                        | 6,480  |              |  |   | 2,402  | 
|Other repossessed assets    |  |                        | 147    |              |  |   | 183    | 
|                            |  |                        |        |              |  |   |        | 
|Nonperforming assets        |  | $                      | 11,494 |              |  | $ | 27,268 | 
|                            |  |                        |        |              |  |   |        | 

The decrease in total nonperforming assets at September 30, 2003, compared
to December 31, 2002, was primarily due to a decrease in nonaccruing franchise
loans, syndicated and commercial real estate loans, primarily resulting from
loan sales and prepayments partially offset by an increase in real estate
owned. We transferred $7.0 million of nonperforming franchise loans to real
estate owned and recognized a loss of $0.5 million during the first nine months
of 2003. Our nonperforming assets include mark-to-market valuation reserves of
$4.1 million and $16.4 million at September 30, 2003 and December 31, 2002,
respectively. Nonperforming assets excluding franchise-related assets were
$3.0 million at September 30, 2003, compared to $6.3 million at December 31,
2002, while non-franchise nonaccrual loans and leases were $2.7 million at
September 30, 2003 compared to $5.9 million at December 31, 2002.

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The following table illustrates nonperforming assets and nonperforming
assets as a percentage of consolidated total assets by their original loan and
lease type:

|                              |                                                                                 |   |                                              |       |                   |  |      |      |   |   |        |        |  |  |      |      |  
|----------------------------- | ------------------------------------------------------------------------------- | - | -------------------------------------------- | ----- | ----------------- |  | ---- | ---- | - | - | ------ | ------ |  |  | ---- | ---- | -
|                              |                                                                                 |   | Nonperforming Assets                        
|                              |                                                                                 |   | as a Percentage of Consolidated Total Assets
|                              |                                                                                 |   |                                             
|                              |                                                                                 |   | September 30, 2003                           |       | December 31, 2002
|                              |                                                                                 |   |                                              |       |                  
|                              |                                                                                 |   | (Dollars in thousands)                      
|Original loan and lease type: |                                                                                 |   |                                              |       |                   |  |      |      |   |   |        |        |  |  |      |     
|                              | Auto installment contracts                                                      |   | $                                            | 271   |                   |  |      | 0.05 | % |   | $      | 284    |  |  |      | 0.03 | %
|                              | Multi-family mortgage loans                                                     |   |                                              |      |                   |  |      | 0.00 |   |   |        | 84     |  |  |      | 0.01 |  
|                              | Commercial real estate loans                                                    |   |                                              | 180   |                   |  |      | 0.03 |   |   |        | 948    |  |  |      | 0.11 |  
|                              | Franchise loans                                                                 |   |                                              | 8,467 |                   |  |      | 1.53 |   |   |        | 21,005 |  |  |      | 2.40 |  
|                              | Asset-based loans,
syndicated loans, factored
receivables
and commercial leases |   |                                              | 2,576 |                   |  |      | 0.46 |   |   |        | 4,850  |  |  |      | 0.55 |  
|                              | Business loans                                                                  |   |                                              |      |                   |  |      | 0.00 |   |   |        | 97     |  |  |      | 0.01 |  
|                              |                                                                                 |   |                                              |       |                   |  |      |      |   |   |        |        |  |  |      |     
|Total                         |                                                                                 | $ | 11,494                                       |       |                   |  | 2.07 | %    |   | $ | 27,268 |        |  |  | 3.11 | %   
|                              |                                                                                 |   |                                              |       |                   |  |      |      |   |   |        |        |  |  |      |     

Total loans and leases delinquent 60 days or more were $1.5 million at
September 30, 2003 compared to $17.8 million at December 31, 2002. Delinquent
franchise related loans were $1.1 million at September 30, 2003 compared to
$15.5 million at December 31, 2002. Total loans and leases delinquent 60 days
or more as a percentage of loans and leases receivable was 1.00% at September
30, 2003 compared to 5.71% at December 31, 2002.

Deposits

The following table illustrates deposits as of the dates indicated:

|                                 |  |                        |   |                   |  |        |   |       |  |   |         |  |  |  |      |  
|-------------------------------- |  | ---------------------- | - | ----------------- |  | ------ | - | ----- |  | - | ------- |  |  |  | ---- | -
|                                 |  | September 30, 2003     |   | December 31, 2002
|                                 |  |                        |   |                  
|                                 |  | Amount                 |   | Rates             |  | Amount |   | Rates
|                                 |  |                        |   |                   |  |        |   |      
|                                 |  | (Dollars in thousands)
|Brokered certificates of deposit |  | $                      |  |                   |  |        |  | %     |  | $ | 224,189 |  |  |  | 2.35 | %
|                                 |  |                        |   |                   |  |        |   |       |  |   |         |  |  |  |      |  
|Total                            |  | $                      |  |                   |  |        |  | %     |  | $ | 224,189 |  |  |  | 2.35 | %
|                                 |  |                        |   |                   |  |        |   |       |  |   |         |  |  |  |      |  

The $224.2 million of brokered CDs matured during the first quarter of
2003.

Borrowings

At September 30, 2003, our borrowings totaled $109.3 million and included
the remaining balance of the financing secured by our auto lease contractual
cash flows, totaling $23.8 million, and the outstanding Capital Securities,
totaling $85.5 million, which were reclassified as liabilities upon our adoption
of Statement No. 150, as previously discussed.

During the second quarter, BVAC obtained a $250 million revolving
receivables warehouse credit facility which will be used to fund BVACs
purchases and warehousing of installment contracts. Borrowings will be repaid
with the proceeds from securitizations or sales of installment contracts.
There was no outstanding balance on BVACs warehouse line at September 30,
2003.

Capital Securities

During
the quarter, we completed an offer of optional redemption of our
Capital Securities at a price of $25.00 per Capital Security plus accrued and
unpaid distributions through the date of redemption. Holders of the Capital
Securities elected to redeem 184,903 shares, or approximately 5.14% of the
outstanding Capital Securities, under the offer that expired on September 8,
2003. We intend to call all of the remaining Capital Securities at
year-end.

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Liquidity

The objective of our liquidity management is to ensure that funds are
available to finance BVACs purchases and warehousing of installment contracts,
and to service other liabilities as they come due. We define liquid assets as
cash and cash equivalents including commercial paper and other short-term
investments. At September 30, 2003, we had $208.3 million of cash and cash
equivalents of which approximately $27.4 million was restricted.

Since the U.S. Bank transaction, we have used the proceeds from our
liquidation and disposition of assets to fund BVACs purchases of installment
contracts; repay maturing brokered certificates of deposit and borrowings; and
to meet other working capital needs. With the Companys adoption of a process
of partial liquidation, BVAC is the sole operating subsidiary that will have
on-going operations. With the exception of its assets and liabilities and our
operating (auto) lease assets, we are proceeding with the remaining liquidation
and anticipate that this process will be substantially completed by the end of
2003. The liquidation of the auto leases, which will be funded out of the
future cashflow of the leases, is anticipated to be completed by the end of the
third quarter of 2005, consistent with the maturities of these leases. Our
uses of liquidity are now largely limited to funding BVACs purchases of
installment contracts and its other working capital needs.

However, we have an option to call the $85.5 million of outstanding
Capital Securities at year-end and anticipate repaying these securities at that
time. We also anticipate declaring and paying a liquidating distribution of
approximately $265 million, or $4.00 per share, to stockholders at year-end.
The repayment of the Capital Securities and a portion of the liquidating
distribution will be funded with existing cash and cash equivalents. We
anticipate funding the balance with proceeds from further liquidations that are
to be completed during the fourth quarter of the year combined with borrowings
from BVACs $250 million revolving receivables warehouse credit facility
(Credit Facility). During the fourth quarter, BVAC will pledge the balance
of its warehouse inventory of installment contracts and draw on the Credit
Facility. Subsequent to these transactions, BVAC will fund its purchases of
installment contracts with its Credit Facility and periodically sell or
securitize these contracts from its warehouse inventory to pay down the Credit
Facility.

Capital Resources

At September 30, 2003, our net assets in liquidation totaled $409.8
million or $6.36 in net assets in liquidation per outstanding share based on
64,480,713 diluted common shares in liquidation. At this date, approximately
74% of consolidated assets were funded by equity capital. At December 31,
2002, our net assets in liquidation totaled $410.1 million, or $6.43 in net
assets in liquidation per outstanding share at December 31, 2002 based on
63,747,157 diluted common shares in liquidation.

With the Banks dissolution on September 30, 2003, the Company ceased to
be a bank holding company. Consequently, the Company is no longer subject to
the regulatory capital guidelines administered by the Board of Governors of the
Federal Reserve.

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

To date, we have used the proceeds from our liquidation and disposition of
assets to fund BVACs purchases of auto installment contracts. However during
the fourth quarter, BVAC will pledge the balance of its warehouse inventory of
installment contracts and draw on its Credit Facility. Subsequently, BVAC will
fund its purchases of installment contracts with its Credit Facility and will
periodically securitize or sell these contracts in order to provide it with
liquidity to continue its purchases.

The installment contracts purchased by BVAC are fixed rate and,
accordingly, changes in prevailing market interest rates affect the pricing we
receive in the securitization or sales of these installment contracts and,
therefore, the resultant gains we realize. The counterparties, or investors,
in our securitization or sales transactions require a yield that is
commensurate with prevailing market interest rates. The pricing on these
transactions is generally established from index swap rates on U.S. Treasury
Notes of a duration equivalent to our installment contracts. Accordingly, our
earnings are affected by changes in prevailing market interest rates. To
protect the market value of our warehouse inventory of installment contracts,
we are hedging the market value risk in these contracts from the date of
purchase to the date of sale or securitization. We are generally using
derivative financial instruments including interest rate swap agreements to
manage this interest rate risk. The market value of these derivative
instruments is designed to respond inversely to the market value of our
warehouse inventory resulting from changes in prevailing market interest rates.
These agreements are entered into as we purchase installment contracts; the
agreements are closed out at the time installment contracts are securitized or
sold. Our policy is to maintain a fully hedged position on our warehouse
inventory. At September 30, 2003, we had entered into SWAP contracts with a
total notional amount of $123.0 million. We will pay fixed interest rate of
2.35% and receive floating interest rate of 1.14%. These contracts
mature in
September 2004 and September 2006. An increase of 100 or 200 basis points will result in an
approximate loss of $3.0 million and
$6.0 million, respectively, on these contracts;
while a decrease of 100 basis points will result in an approximate gain
of $3.0 million.

We are able to fix the rate on borrowings under the Credit Facility for
the period that installment contracts reside in our warehouse inventory. The
Credit Facility is a commercial paper conduit facility and we are able to
borrow for specified maturities that correspond with the duration that
installment contracts will reside in our warehouse inventory.

We account for changes in the market value of derivative instruments using
the liquidation basis of accounting, rather than accounting prescribed for a
fair value hedge under Statement of Financial Accounting Standards 133,
Accounting for Derivative Instruments and Hedging Activities. Changes in the
market value of these derivative instruments are reflected in our consolidated
statements of net assets in liquidation under pre-tax loss from operations,
while offsetting changes in the market value of underlying installment
contracts are included in changes in estimated values of assets and
liabilities.




Item 4. Controls and Procedures



| | (a) |  | Evaluation of disclosure controls and procedures. The Companys
principal executive officer and its principal financial officer, after
evaluating the effectiveness of the Companys disclosure controls and
procedures (as defined in Exchange Act Rules 12(a) - and 15(d)- 14(c))
as of a date within 90 days of the filing of this quarterly report, have
concluded that, as of such date, the Companys disclosure controls and
procedures were adequate and effective to ensure that material
information relating to the Company and its consolidated subsidiaries
would be made known to them by others within those entities.
| | --- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | (b) |  | Changes in internal controls. There have been no changes in the
Companys internal controls or in the other factors that could
significantly affect the Companys disclosure controls and procedures
subsequent to the date of their evaluation, nor were there any
significant deficiencies or material weaknesses in the Companys
internal controls. As a result, no corrective actions were required or
undertaken.                                                                                                                                                                                                              

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##### Table of Contents






PART II. OTHER INFORMATION






| | Item 1. |  | Legal Proceedings                                                                                                                                                                                                                                                                                                                            
| | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| |         |  | We are involved as plaintiff or defendant in various legal actions and
are occasionally exposed to unasserted claims arising in the normal
course of business. In the opinion of management, after consultation
with counsel, the resolution of these legal actions will not have a
material adverse effect on our net assets in liquidation.
|
| | Item 2. |  | Changes in Securities                                                                                                                                                                                                                                                                                                                        
|
| |         |  | None                                                                                                                                                                                                                                                                                                                                         
|
| | Item 3. |  | Defaults Upon Senior Securities                                                                                                                                                                                                                                                                                                              
|
| |         |  | None                                                                                                                                                                                                                                                                                                                                         
|
| | Item 4. |  | Submission of Matters to a Vote of Security Holders                                                                                                                                                                                                                                                                                          
|
| |         |  | None                                                                                                                                                                                                                                                                                                                                         
|
| | Item 5. |  | Other Information                                                                                                                                                                                                                                                                                                                            
|
| |         |  | None                                                                                                                                                                                                                                                                                                                                         
|
| | Item 6. |  | Exhibits and Reports on Form 8-K                                                                                                                                                                                                                                                                                                             

|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|----- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------
|a(i)  |  | Exhibit 31.1                                                                                                                                                                                                                                                      |  | Certification of Chief Executive Officer pursuant to Rules 13a-14 and
15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|      |  | Exhibit 31.2                                                                                                                                                                                                                                                      |  | Certification of Chief Financial Officer pursuant to Rules 13a-14 and
15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|      |  | Exhibit 32.1                                                                                                                                                                                                                                                      |  | Certification of Chief Executive Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|      |  | Exhibit 32.2                                                                                                                                                                                                                                                      |  | Certification of Chief Financial Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|b(i)  |  | The Registrant filed the following report on Form 8-K dated
July 22, 2003 during the three months ended September 30, 2003:                                                                                                                                      
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|      |  | On July 22, 2003, the Registrant furnished as Exhibit 99.1 a copy of
its earnings release for the quarter ended June 30, 2003.                                                                                                                                   
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|b(ii) |  | The Registrant filed the following report on Form 8-K dated
August 8, 2003 during the three months ended September 30, 2003:                                                                                                                                     
|      |  |                                                                                                                                                                                                                                                                   |  |                                                                                                                                                   
|      |  | On August 8, 2003, the Registrant filed as Exhibit 99.1 a copy of a
press release announcing an offer of optional redemption of its
Capital Securities at a price of $25.00 per Capital Security plus
accrued and unpaid distributions through September 8, 2003.

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##### Table of Contents






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.

|                        |  |                                         |  |                                                                                                             
|----------------------- |  | --------------------------------------- |  | ------------------------------------------------------------------------------------------------------------
|                        |  | BAY VIEW CAPITAL CORPORATION
Registrant
|                        |  |                                         |  |                                                                                                             
|DATE: November 14, 2003 |  | BY:                                     |  | /s/ John Okubo                                                                                              
|                        |  |                                         |  |                                                                                                             
|                        |  |                                         |  | John Okubo
Executive Vice President and Chief Financial Officer
(Principal Financial and Accounting Officer)

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EXHIBIT INDEX

| |  |              |  |                                                                                                                                                   
| |  | ------------ |  | --------------------------------------------------------------------------------------------------------------------------------------------------
| |  | Exhibit No.  |  |                                                                                                                                                   
|
| |  | Exhibit 31.1 |  | Certification of Chief Executive Officer pursuant to Rules 13a-14 and
15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
| |  |              |  |                                                                                                                                                   
| |  | Exhibit 31.2 |  | Certification of Chief Financial Officer pursuant to Rules 13a-14 and
15d-14, as adopted pursuant to section 302 of the Sarbanes-Oxley Act of 2002
| |  |              |  |                                                                                                                                                   
| |  | Exhibit 32.1 |  | Certification of Chief Executive Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002 
| |  |              |  |                                                                                                                                                   
| |  | Exhibit 32.2 |  | Certification of Chief Financial Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the
Sarbanes-Oxley Act of 2002