##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
  þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended September 30, 2006.
 OR
 o
    
    Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the transition period from  to .
 Commission File Number: 000-24947
 UCBH
HOLDINGS, INC.
  Delaware
    
    94-3072450(State or other jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)555 Montgomery Street, San Francisco, California
    
    94111(Address of principal executive offices)
    
    (Zip Code)
 (415) 315-2800
 þ o
  þ o o
 o þ




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##### 



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Table of Contents
 PagePART IItem 1
    
    Financial Statements
    
    
    1Item 2
    
    Managements Discussion and Analysis of  Financial Condition and Results of Operations
    
    
    20Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    48Item 4
    
    Controls and Procedures
    
    
    48PART IIItem 1
    
    Legal Proceedings
    
    
    49Item 1A
    
    Risk Factors
    
    
    49Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    49Item 3
    
    Defaults Upon Senior Securities
    
    
    49Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    49Item 5
    
    Other Information
    
    
    49Item 6
    
    Exhibits
    
    
    50SIGNATURES
    
    
    53EXHIBIT 2.4EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.0




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
 September 30,
    
    
    December 31,2006
    
    
    2005ASSETSNoninterest bearing cash
    
    $
    79,953
    
    
    $
    101,002Interest bearing cash
    
    
    114,911
    
    
    
    99,070Federal funds sold
    
    
    18,202
    
    
    
    2,993Cash and cash equivalents
    
    
    213,066
    
    
    
    203,065Securities purchased under agreements to resell
    
    
    175,000
    
    
    
    Investment and mortgage-backed securities available for sale, at fair value
    
    
    1,307,791
    
    
    
    1,117,724Investment and mortgage-backed securities held to maturity, at cost (fair value of
$300,941 and $313,974 at September 30, 2006, and December 31, 2005, respectively)
    
    
    295,451
    
    
    
    308,608Federal Home Loan Bank stock and other equity investments
    
    
    92,035
    
    
    
    75,445Loans held for sale
    
    
    123,040
    
    
    
    156,740Loans held in portfolio
    
    
    5,866,325
    
    
    
    5,838,660Allowance for loan losses
    
    
    (56,630
    )
    
    
    (64,542
    )Loans held in portfolio, net
    
    
    5,809,695
    
    
    
    5,774,118Accrued interest receivable
    
    
    45,382
    
    
    
    37,750Premises and equipment, net
    
    
    97,413
    
    
    
    98,289Goodwill
    
    
    103,234
    
    
    
    106,648Core deposit intangibles, net
    
    
    12,077
    
    
    
    14,981Mortgage servicing rights, net
    
    
    13,533
    
    
    
    10,642Other assets
    
    
    64,010
    
    
    
    61,627Total assets
    
    $
    8,351,727
    
    
    $
    7,965,637LIABILITIES AND STOCKHOLDERS EQUITYNoninterest bearing deposits
    
    $
    653,311
    
    
    $
    558,649Interest bearing deposits
    
    
    5,728,181
    
    
    
    5,705,520Total deposits
    
    
    6,381,492
    
    
    
    6,264,169Securities sold under agreements to repurchase
    
    
    300,000
    
    
    
    Short-term borrowings
    
    
    9,787
    
    
    
    279,425Subordinated debentures
    
    
    150,520
    
    
    
    150,520Accrued interest payable
    
    
    17,090
    
    
    
    12,582Long-term borrowings
    
    
    731,225
    
    
    
    562,033Other liabilities
    
    
    86,337
    
    
    
    93,394Total liabilities
    
    
    7,676,451
    
    
    
    7,362,123Commitments and contingencies (Note 15)Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 180,000,000 shares authorized at September 30, 2006, and
December 31, 2005; 94,556,354 and 94,037,878 shares issued and outstanding at September
30, 2006, and December 31, 2005, respectively
    
    
    946
    
    
    
    940Additional paid-in capital
    
    
    254,619
    
    
    
    247,340Retained earnings
    
    
    441,117
    
    
    
    375,220Accumulated other comprehensive loss
    
    
    (21,406
    )
    
    
    (19,986
    )Total stockholders equity
    
    
    675,276
    
    
    
    603,514Total liabilities and stockholders equity
    
    $
    8,351,727
    
    
    $
    7,965,637
  - 1 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Interest and dividend income:Loans
    
    $
    114,752
    
    
    $
    87,684
    
    
    $
    331,926
    
    
    $
    233,544Investment and mortgage-backed securities:Taxable
    
    
    16,220
    
    
    
    13,439
    
    
    
    44,895
    
    
    
    41,600Nontaxable
    
    
    2,686
    
    
    
    2,692
    
    
    
    8,062
    
    
    
    7,927FHLB stock
    
    
    1,313
    
    
    
    5
    
    
    
    2,308
    
    
    
    645Federal funds sold and deposits with banks
    
    
    1,682
    
    
    
    226
    
    
    
    3,920
    
    
    
    1,225Securities purchased under agreements to resell
    
    
    1,239
    
    
    
    
    
    
    
    1,239
    
    
    
    Total interest and dividend income
    
    
    137,892
    
    
    
    104,046
    
    
    
    392,350
    
    
    
    284,941Interest expense:Deposits
    
    
    56,702
    
    
    
    33,410
    
    
    
    150,797
    
    
    
    82,077Securities sold under agreements to repurchase
    
    
    1,908
    
    
    
    
    
    
    
    2,829
    
    
    
    Short-term borrowings and federal funds purchased
    
    
    1,523
    
    
    
    4,062
    
    
    
    8,167
    
    
    
    7,031Subordinated debentures
    
    
    3,095
    
    
    
    1,967
    
    
    
    8,845
    
    
    
    6,714Long-term borrowings
    
    
    8,540
    
    
    
    4,491
    
    
    
    23,958
    
    
    
    13,991Total interest expense
    
    
    71,768
    
    
    
    43,930
    
    
    
    194,596
    
    
    
    109,813Net interest income
    
    
    66,124
    
    
    
    60,116
    
    
    
    197,754
    
    
    
    175,128Provision for (recovery of) loan losses
    
    
    936
    
    
    
    (105
    )
    
    
    2,492
    
    
    
    2,860Net interest income after provision for loan losses
    
    
    65,188
    
    
    
    60,221
    
    
    
    195,262
    
    
    
    172,268Noninterest income:Commercial banking fees
    
    
    3,682
    
    
    
    2,743
    
    
    
    11,193
    
    
    
    7,584Service charges on deposits
    
    
    1,006
    
    
    
    758
    
    
    
    2,658
    
    
    
    2,273Gain (loss) on sale of securities, net
    
    
    208
    
    
    
    
    
    
    
    206
    
    
    
    (5
    )Gain on sale of SBA loans, net
    
    
    704
    
    
    
    715
    
    
    
    2,306
    
    
    
    2,638Gain on sale of commercial and multifamily real estate
loans, net
    
    
    5,212
    
    
    
    1,314
    
    
    
    13,361
    
    
    
    7,749Lower of cost or market adjustment on loans held for sale
    
    
    
    
    
    
    (773
    )
    
    
    150
    
    
    
    (773
    )Equity loss in other equity investments
    
    
    (253
    )
    
    
    (510
    )
    
    
    (761
    )
    
    
    (1,780
    )Acquisition termination fee
    
    
    
    
    
    
    
    
    
    
    5,000
    
    
    
    Other fees
    
    
    409
    
    
    
    316
    
    
    
    1,061
    
    
    
    591Total noninterest income
    
    
    10,968
    
    
    
    4,563
    
    
    
    35,174
    
    
    
    18,277Noninterest expense:Personnel
    
    
    19,900
    
    
    
    12,895
    
    
    
    66,372
    
    
    
    42,744Occupancy
    
    
    4,400
    
    
    
    3,006
    
    
    
    11,815
    
    
    
    8,914Data processing
    
    
    2,257
    
    
    
    1,698
    
    
    
    7,584
    
    
    
    5,084Furniture and equipment
    
    
    1,862
    
    
    
    1,535
    
    
    
    5,297
    
    
    
    4,631Professional fees and contracted services
    
    
    2,428
    
    
    
    2,436
    
    
    
    8,223
    
    
    
    7,727Deposit insurance
    
    
    194
    
    
    
    182
    
    
    
    600
    
    
    
    559Communication
    
    
    284
    
    
    
    211
    
    
    
    788
    
    
    
    706Core deposit intangible amortization
    
    
    668
    
    
    
    205
    
    
    
    1,690
    
    
    
    747Loss (gain) on extinguishment of subordinated debentures
and borrowings
    
    
    
    
    
    
    89
    
    
    
    (360
    )
    
    
    1,285Other general and administrative
    
    
    5,426
    
    
    
    3,714
    
    
    
    15,289
    
    
    
    11,215Total noninterest expense
    
    
    37,419
    
    
    
    25,971
    
    
    
    117,298
    
    
    
    83,612Income before income tax expense
    
    
    38,737
    
    
    
    38,813
    
    
    
    113,138
    
    
    
    106,933Income tax expense
    
    
    13,167
    
    
    
    13,290
    
    
    
    38,743
    
    
    
    34,240Net income
    
    $
    25,570
    
    
    $
    25,523
    
    
    $
    74,395
    
    
    $
    72,693Earnings per share:Basic
    
    $
    0.27
    
    
    $
    0.28
    
    
    $
    0.79
    
    
    $
    0.79Diluted
    
    $
    0.26
    
    
    $
    0.27
    
    
    $
    0.76
    
    
    $
    0.76Dividends declared per share
    
    $
    0.030
    
    
    $
    0.025
    
    
    $
    0.090
    
    
    $
    0.075
  - 2 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income
 Additional
    
    
    
    
    
    
    Accumulated Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss(1)
    
    
    Equity
    
    
    IncomeBalance at
December 31, 2004
    
    
    91,131,824
    
    
    $
    456
    
    
    $
    203,432
    
    
    $
    286,622
    
    
    $
    (6,498
    )
    
    $
    484,012Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    72,693
    
    
    
    
    
    
    
    72,693
    
    
    $
    72,693Other comprehensive
income, net of tax
benefit of $6,900
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (9,510
    )
    
    
    (9,510
    )
    
    
    (9,510
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    63,183Stock options
exercised,
including related
tax benefit
    
    
    753,607
    
    
    
    6
    
    
    
    7,273
    
    
    
    
    
    
    
    
    
    
    
    7,279Cash dividend of
$0.075 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (6,877
    )
    
    
    
    
    
    
    (6,877
    )Stock split
    
    
    
    
    
    
    457
    
    
    
    (457
    )
    
    
    
    
    
    
    
    
    
    
    Balance at
September 30, 2005
    
    
    91,885,431
    
    
    $
    919
    
    
    $
    210,248
    
    
    $
    352,438
    
    
    $
    (16,008
    )
    
    $
    547,597Balance at December
31, 2005
    
    
    94,037,878
    
    
    $
    940
    
    
    $
    247,340
    
    
    $
    375,220
    
    
    $
    (19,986
    )
    
    $
    603,514Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    74,395
    
    
    
    
    
    
    
    74,395
    
    
    $
    74,395Other comprehensive
income, net of tax
benefit of $1,036
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (1,420
    )
    
    
    (1,420
    )
    
    
    (1,420
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    72,975Stock options
exercised,
including related
tax benefit
    
    
    518,476
    
    
    
    6
    
    
    
    5,775
    
    
    
    
    
    
    
    
    
    
    
    5,781Stock compensation
charge
    
    
    
    
    
    
    
    
    
    
    1,504
    
    
    
    
    
    
    
    
    
    
    
    1,504Cash dividend of
$0.090 per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (8,498
    )
    
    
    
    
    
    
    (8,498
    )Balance at
September 30, 2006
    
    
    94,556,354
    
    
    $
    946
    
    
    $
    254,619
    
    
    $
    441,117
    
    
    $
    (21,406
    )
    
    $
    675,276
 
 (1)
    
    Accumulated Other Comprehensive Loss arises solely from net unrealized losses on
investment and mortgage-backed securities available for sale, presented net of tax.  - 3 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 Nine Months Ended September 30,2006
    
    

2005
(Restated)Cash flows from operating activities:Net income
    
    $
    74,395
    
    
    $
    72,693Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    2,492
    
    
    
    2,860Amortization of net deferred loan fees
    
    
    (7,257
    )
    
    
    (4,511
    )Amortization of net securities premiums and discounts
    
    
    (97
    )
    
    
    (24
    )Federal Home Loan Bank stock dividend
    
    
    (1,605
    )
    
    
    (862
    )Amortization of intangibles
    
    
    3,738
    
    
    
    2,453Depreciation and amortization of premises and equipment
    
    
    6,677
    
    
    
    6,004Gain on sale of loans originated in held in portfolio, securities, and other assets, net
    
    
    (13,621
    )
    
    
    (5,614
    )Lower of cost or market adjustment on loans held for sale
    
    
    (150
    )
    
    
    773Equity loss in other equity investments
    
    
    616
    
    
    
    1,780Stock compensation expense, net of tax benefit related to nonqualified stock option grants
    
    
    1,386
    
    
    
    Loss (gain) on extinguishment of subordinated debentures and borrowings
    
    
    (360
    )
    
    
    1,285Other, net
    
    
    716
    
    
    
    311Changes in operating assets and liabilities:Decrease
(increase) in loans originated in held for sale
    
    
    24,582
    
    
    
    (243,571)Increase in accrued interest receivable
    
    
    (7,632
    )
    
    
    (9,358
    )Decrease (increase) in other assets
    
    
    (16,804
    )
    
    
    5,318Increase in accrued interest payable
    
    
    4,508
    
    
    
    2,230Increase in other liabilities
    
    
    11,235
    
    
    
    16,189Net cash
provided by (used in) operating activities
    
    
    82,819
    
    
    
    (152,044)Cash flows from investing activities:Payment of acquisition related expenditures
    
    
    (399
    )
    
    
    Purchase of securities purchased under agreements to resell
    
    
    (175,000
    )
    
    
    Investment and mortgage-backed securities, available for sale:Principal payments and maturities
    
    
    125,739
    
    
    
    381,782Purchases
    
    
    (239,962
    )
    
    
    (438,581
    )Sales
    
    
    96,777
    
    
    
    91,380Called
    
    
    1,800
    
    
    
    22,000Investment and mortgage-backed securities, held to maturity:Principal payments and maturities
    
    
    12,054
    
    
    
    20,183Purchases
    
    
    (750
    )
    
    
    (9,893
    )Proceeds from redemption of Federal Home Loan Bank stock
    
    
    5,883
    
    
    
    Purchase of Federal Home Loan Bank stock
    
    
    (19,150
    )
    
    
    (15,783
    )Funding of other equity investments
    
    
    (2,030
    )
    
    
    (6,764
    )Proceeds from the sale of loans originated in held in portfolio
    
    
    638,489
    
    
    
    298,378Loans
originated in held in portfolio funded and purchased, net of principal collections
    
    
    (826,815
    )
    
    
    (1,189,093
    )Purchases of premises and other equipment
    
    
    (5,863
    )
    
    
    (4,669
    )Capitalization of loan servicing rights
    
    
    (4,080
    )
    
    
    (4,136
    )Other investing activities, net
    
    
    431
    
    
    
    450Net cash used in investing activities
    
    
    (392,876
    )
    
    
    (854,746
    )Cash flows from financing activities:Net increase in demand deposits, NOW, money market and savings accounts
    
    
    130,354
    
    
    
    143,886Net increase (decrease) in time deposits
    
    
    (13,251
    )
    
    
    635,854Net increase (decrease) in short-term borrowings
    
    
    (123,410
    )
    
    
    94,745Proceeds from securities sold under agreements to repurchase
    
    
    300,000
    
    
    
    Proceeds from issuance of subordinated debentures
    
    
    
    
    
    
    40,000Redemption of subordinated debentures
    
    
    
    
    
    
    (30,000
    )Proceeds from long-term borrowings
    
    
    79,386
    
    
    
    60,000Principal payments of long-term borrowings
    
    
    (48,876
    )
    
    
    (16,824
    )Proceeds from stock option exercises
    
    
    3,867
    
    
    
    3,565Payment of cash dividend on common stock
    
    
    (8,012
    )
    
    
    (6,403
    )Net cash provided by financing activities
    
    
    320,058
    
    
    
    924,823Net increase (decrease) in cash and cash equivalents
    
    
    10,001
    
    
    
    (81,967
    )Cash and cash equivalents at beginning of period
    
    
    203,065
    
    
    
    208,364Cash and cash equivalents at end of period
    
    $
    213,066
    
    
    $
    126,397
  - 4 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements
(Unaudited)
 1.
    
    Basis of Presentation and Summary of Significant Accounting and Reporting PoliciesBasis of Presentation and Principles of ConsolidationThe unaudited interim consolidated financial statements include the accounts of UCBH Holdings, Inc.
(UCBH), the bank holding company of United Commercial Bank (UCB), and its consolidated
subsidiaries (collectively referred to as the Company, we, us and our). The consolidated
results exclude seven special purpose trusts owned by UCBH, which were created for issuing
guaranteed preferred beneficial interests in UCBHs junior subordinated debentures. In accordance
with Financial Accounting Standards Board (the FASB) Interpretation No. (FIN) 46R,
Consolidation of Variable Interest Entities, an interpretation of ARB No. 51, these special purpose
trusts are excluded from the consolidated results as UCBH is not considered to be the primary
beneficiary of these trusts. All significant intercompany transactions and balances have been
eliminated in consolidation. In the opinion of management, the unaudited consolidated financial
statements contain all adjustments consisting only of a normal and recurring nature, which are
considered necessary for a fair presentation of the financial condition and results of operations
for such periods. The unaudited consolidated financial statements should be read in conjunction
with the audited consolidated financial statements and related notes included in the Companys
annual report on Form 10-K for the year ended December 31, 2005, which will be amended to reflect a misclassification of cash flows between operating
activities and investing activities arising from loans that were originated as held in portfolio
and subsequently transferred to held for sale and loans that were originated as held for sale and
subsequently transferred to held in portfolio. The restatement only affects the Companys
Consolidated Statement of Cash Flows for the period and does not affect the Companys
Consolidated Statement of Income, Consolidated Balance Sheet or Consolidated Statement of
Changes in Stockholders Equity and Comprehensive Income for the period. Accordingly, the
Companys historical revenues, net income, earnings per share, total assets and regulatory capital
remain unchanged. Please see additional discussion later in this Note.






The unaudited consolidated financial statements of the Company have been prepared in accordance
with accounting principles generally accepted in the United States of America (GAAP) for interim
financial statements and the instructions to Form 10-Q pursuant to Rule 10-01, Interim Financial
Statements, of Regulation S-X promulgated by the Securities and Exchange Commission (the SEC).
Accordingly, the unaudited consolidated financial statements do not include all of the disclosures
required by GAAP for complete financial statements. The December 31, 2005, consolidated balance
sheet was derived from audited financial statements, but does not include all disclosures required
by GAAP. Results as of and for the three and nine months ended September 30, 2006, are not
necessarily indicative of results that may be expected for any other interim period or the year as
a whole.The results of operations for the three and nine months ended September 30, 2006, include the
results of operations of Pacifica Bancorp, Inc., which was acquired on October 31, 2005, and Asian
American Bank & Trust Company, which was acquired on November 28, 2005. On January 27, 2005, UCBH
declared a two-for-one stock split in the form of a stock dividend payable to the stockholders of
record as of March 31, 2005, and distributed the stock dividend on April 12, 2005. Accordingly,
the number of issued and outstanding shares of UCBHs common stock on the consolidated statement of
changes in stockholders equity and comprehensive income at December 31, 2004, has been adjusted to
take into account the stock split.Use of Estimates in Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP requires management to make
estimates and assumptions that affect the reported amounts of assets and liabilities, the
disclosure of contingent assets and liabilities at the date of the financial statements and the
reported amounts of revenues and expenses during the reporting period. Actual results could differ
from those estimated results.ReclassificationCertain reclassifications have been made to prior periods consolidated financial statements to
conform to the September 30, 2006, presentation.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 Allowance for Loan LossesThe allowance for loan losses represents our estimate of the losses that are inherent in the loan
portfolio. UCB continuously monitors the quality of its loan portfolio and maintains an allowance
for loan losses sufficient to absorb losses inherent in the portfolio.UCB also estimates a reserve related to unfunded commitments and other off-balance sheet credit
exposure. In assessing the adequacy of this reserve, UCB uses a similar approach used in the
development of the allowance for loan losses. The reserve for unfunded commitments is included in
other liabilities on the statement of financial position.Stock-Based CompensationEffective January 1, 2006, the Company adopted Statement of Financial Accounting Standards (SFAS)
No. 123(R), Share-Based Payment. Under SFAS No. 123(R), the total fair value of the stock options
awards is expensed ratably over the service period of the employees receiving the awards. In
adopting SFAS No. 123(R), the Company used the modified prospective method of adoption. Under this
adoption method, compensation expense recognized subsequent to adoption will include: (a)
compensation costs for all share-based payments granted prior to but not yet vested as of January
1, 2006, based on the grant date fair value estimated in accordance with the original provisions of
SFAS No. 123, Accounting for Stock-Based
Compensation, and (b) compensation costs for all share-based payments granted subsequent to January
1, 2006, based on the grant date fair value estimated in accordance with the provisions of SFAS No.
123(R).Prior to January 1, 2006, the Company accounted for employee stock-based compensation using the
intrinsic value method in accordance with Accounting Principles Board (the APB) Opinion No. 25,
Accounting for Stock Issued to Employees, as allowed by SFAS No. 123, as amended by SFAS No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure. Under the intrinsic value method, no stock-based employee compensation cost is
recorded, provided the stock options are granted with an exercise price equal to or greater than
the market value of the underlying common stock on the date of grant. No share-based employee
compensation cost has been reflected in the Companys net income prior to the adoption of SFAS No.
123(R).In estimating the fair value of each stock option award on their respective grant dates, we use the
Black-Scholes pricing model. The Black-Scholes pricing model requires us to make assumptions with
regard to the options granted during a reporting period namely, expected life, stock price
volatility, expected dividend yield and risk-free interest rate.The expected life of the options is based on historical data of UCBHs actual experience with the
options it has granted and represents the period of time that the options granted are expected to
be outstanding. This data includes employees expected exercise and post-vesting employment
termination behaviors. The expected stock price volatility is estimated using the historical
volatility of UCBHs common stock and other factors. The historical volatility covers a period
that corresponds to the expected life of the options. The expected dividend yield is based on the
estimated annual dividends that we expect UCBH to pay over the expected life of the options as a
percentage of the market value of UCBHs stock as of the grant date. The risk-free interest rate
for the expected life of the options granted is based on the U.S. Treasury yield curve in effect as
of the grant date. See Note 11 for further information on share-based compensation.Restatement of the Consolidated Statements of Cash FlowsUCBH has restated the Consolidated Statement of Cash Flows for the nine months ended September 30,
2005. The restatement does not affect the Companys Consolidated Statement of Income,
Consolidated Balance Sheet or Consolidated Statement of Changes in Stockholders Equity and Comprehensive Income for
the affected period. Accordingly, the Companys historical revenues, net income, earnings per
share, total assets and regulatory capital remain unchanged. UCBH
will be amending the Consolidated Statements of Cash Flows for the
six months ended June 30, 2006 and 2005, and for the three
months ended March 31, 2006 and 2005, as soon as practical.The restatement was caused by the misclassification of cash flows between operating activities
and investing activities arising from loans that were originated as held in portfolio and
subsequently transferred to held for sale and loans that were originated for sale and subsequently
transferred to held in portfolio. In particular, proceeds from sales and repayments related to
certain loans, which were initially classified as held in portfolio and subsequently transferred to
held for sale, were classified as operating cash flows instead of investing cash flows in
accordance with Statement of Financial Accounting Standards No. 102, Statement of Cash
FlowsExemption of Certain Enterprises and Classification of Cash Flows from Certain Securities
Acquired for Resale. Accordingly, the restatement will only affect the classification of these
activities and the subtotals of cash flows from operating and investing activities presented in the
affected Consolidated Statement of Cash Flows, and will have no impact on the net increase
(decrease) in total cash and cash equivalents set forth in the Consolidated Statement of Cash
Flows for the previously reported period.The Consolidated Statement of Cash Flows for the nine months September 30, 2006, as previously
reported and as restated, is as follows:
 Nine Months Ended September 30, 2005As PreviouslyReported
    
    RestatedCash flows from operating activities:Net income
    
    $
    72,693
    
    
    $
    72,693Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    2,860
    
    
    
    2,860Amortization of net deferred loan fees
    
    
    (4,511
    )
    
    
    (4,511
    )Amortization
of net securities premiums and discounts
    
    
    (24
    )
    
    
    (24
    )Federal
Home Loan Bank stock dividends
    
    
    (862
    )
    
    
    (862
    )Amortization of intangibles
    
    
    2,453
    
    
    
    2,453Depreciation and amortization of premises and equipment
    
    
    6,004
    
    
    
    6,004Gain
on sale of loans originated in held in portfolio, securities, and other assets, net
    
    
    (1,267
    )
    
    
    (5,614
    )Unrealized loss on loans held for sale
    
    
    773
    
    
    
    773Equity loss in other equity investments
    
    
    1,780
    
    
    
    1,780Loss on extinguishment of subordinated debentures and secured borrowings
    
    
    1,285
    
    
    
    1,285Other, net
    
    
    (575
    )
    
    
    (575
    )Changes in operating assets and liabilities:Decrease
(increase) in loans originated in held for sale
    
    
    35,952
    
    
    
    (243,571
    )Increase in accrued interest receivable
    
    
    (9,358
    )
    
    
    (9,358
    )Decrease (increase) in other assets
    
    
    5,318
    
    
    
    5,318Increase (decrease) in accrued interest payable
    
    
    2,230
    
    
    
    2,230Increase in other liabilities
    
    
    16,189
    
    
    
    16,189Net cash provided by (used in) operating activities
    
    
    131,826
    
    
    
    (152,044
    )Cash flows from investing activities:Investment and mortgage-backed securities, available for sale:Principal payments and maturities
    
    
    381,782
    
    
    
    381,782Purchases
    
    
    (438,581
    )
    
    
    (438,581
    )Sales
    
    
    91,380
    
    
    
    91,380Called
    
    
    22,000
    
    
    
    22,000Investment and mortgage-backed securities, held to maturity:Principal payments and maturities
    
    
    20,183
    
    
    
    20,183Purchases
    
    
    (9,893
    )
    
    
    (9,893
    )Purchase of Federal Home Loan Bank stock
    
    
    (15,783
    )
    
    
    (15,783
    )Funding of other equity investments
    
    
    (6,764
    )
    
    
    (6,764
    )Loans
originated in held in portfolio funded and purchased, net of principal collections
    
    
    (1,231,610
    )
    
    
    (1,189,093
    )Proceeds
from the sale of loans originated in held in portfolio
    
    
    57,025
    
    
    
    298,378Purchases of premises and other equipment
    
    
    (4,669
    )
    
    
    (4,669
    )Capitalization of loan servicing rights
    
    
    (4,136
    )
    
    
    (4,136
    )Other investing activities, net
    
    
    450
    
    
    
    450Net cash used in investing activities
    
    
    (1,138,616
    )
    
    
    (854,746
    )Cash flows from financing activities:Net increase in demand deposits, NOW, money market and savings accounts
    
    
    143,886
    
    
    
    143,886Net increase in time deposits
    
    
    635,854
    
    
    
    635,854Net increase (decrease) in short-term borrowings
    
    
    94,745
    
    
    
    94,745Proceeds from long-term borrowings
    
    
    60,000
    
    
    
    60,000Principal payments of long-term borrowings
    
    
    (16,824
    )
    
    
    (16,824
    )Proceeds from issuance of subordinated debentures
    
    
    40,000
    
    
    
    40,000Redemption of subordinated debentures
    
    
    (30,000
    )
    
    
    (30,000
    )Proceeds from stock option exercises
    
    
    3,565
    
    
    
    3,565Payment of cash dividend on common stock
    
    
    (6,403
    )
    
    
    (6,403
    )Net cash provided by financing activities
    
    
    924,823
    
    
    
    924,823Net decrease in cash and cash equivalents
    
    
    (81,967
    )
    
    
    (81,967
    )Cash and cash equivalents at beginning of period
    
    
    208,364
    
    
    
    208,364Cash and cash equivalents at end of period
    
    $
    126,397
    
    
    $
    126,397
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 2.
    
    Recent Accounting PronouncementsEmployers Accounting for Defined Benefit Pension and Other Postretirement PlansIn September 2006, the FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and 132(R). SFAS
No. 158 requires an employer to recognize the overfunded or underfunded status of a defined benefit
postretirement plan as an asset or liability in its statement of financial position and recognize
changes in the funded status in the year in which the changes occur. SFAS No. 158 is effective for
fiscal years ending after December 15, 2006. The Company does not expect the adoption of SFAS No.
158 will have a material effect on its consolidated financial position, results of operations or
cash flows.Fair Value MeasurementsIn September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. SFAS No. 157 defines
fair value, establishes a framework for measuring fair value and expands disclosures about fair
value measurements. SFAS No. 157 clarifies the principle that fair value should be based on the
assumptions market participants would use when pricing an asset or liability and establishes a fair
value hierarchy that prioritizes the information used to develop those assumptions. Under the
standard, fair value measurements would be separately disclosed by level within the fair value
hierarchy. SFAS No. 157 is effective for financial statements issued for fiscal years beginning
after November 15, 2007, and interim periods within those fiscal years, with early adoption
permitted. The Company is currently evaluating the impact that adopting SFAS No. 157 will have on
its financial statements.Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial StatementsIn September 2006, the SEC issued Staff Accounting Bulletin (SAB) No. 108, Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements. SAB No. 108 provides interpretive guidance on how the effects of the carryover or
reversal of prior year misstatements should be considered in quantifying a current year
misstatement. The SEC staff believes that registrants should quantify errors using both a balance
sheet and income statement approach and evaluate whether either approach results in quantifying a
misstatement that, when all relevant quantitative and qualitative factors considered, is material.
SAB No. 108 is effective for fiscal years ending on or after November 15, 2006, with early
application encouraged. The Company does not expect the adoption of SAB No. 108 will have a
material effect on its consolidated financial position, results of operations or cash flows.Accounting for Uncertainty in Income TaxesIn July 2006, the FASB issued FIN 48, Accounting for Uncertainty in Income Taxes, an interpretation
of FASB Statement No. 109. FIN 48 clarifies the accounting for income tax uncertainties that have
been recognized in an enterprises financial statements in accordance with SFAS No. 109, Accounting
for Income Taxes. FIN 48 prescribes a recognition threshold and measurement attribute for the
financial statement recognition and measurement of a tax position taken or expected to be taken in
a tax return. FIN 48 requires that the Company recognize in the financial statements the impact
of a tax position, if that position is more likely than not of being sustained on audit, based on
the technical merits of the position. FIN 48 also provides additional guidance on accounting for
tax uncertainties, including derecognition, classification, interest and penalties, accounting in
interim periods, disclosure, and transition. The provisions of FIN 48 are effective for fiscal
years beginning after December 15, 2006, with the cumulative effect of the change in accounting
principle recorded as an adjustment to opening retained earnings. The Company is currently
evaluating the impact that adopting FIN 48 will have on its financial statements.
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 Accounting for Servicing of Financial AssetsIn March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets, an
amendment of FASB Statement No. 140. SFAS No. 156 permits entities to choose either to measure
servicing rights subsequent to initial evaluation at fair value and report changes in fair value in
earnings or to amortize the servicing rights in proportion to and over the estimated net servicing
income or loss and assess the servicing rights for impairment or the need for an increased
obligation. SFAS No. 156 also clarifies when a servicer should separately recognize servicing
assets and liabilities, requires that all separately recognized assets and liabilities be initially
measured at fair value, if practicable, permits a one-time reclassification of available for sales
securities to trading securities by an entity with recognized servicing rights and requires
additional disclosures for all separately recognized servicing assets and liabilities. SFAS No.
156 is effective as of the beginning of an entitys fiscal year that begins after September 15,
2006. The Company is currently evaluating the impact that adopting SFAS No. 156 will have on its
financial statements.Accounting for Certain Hybrid Financial InstrumentsIn February 2006, the FASB issued SFAS No. 155, Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140. SFAS No. 155 permits fair value
remeasurement for any hybrid financial instrument that contains an embedded derivative that
otherwise would require bifurcation; clarifies which interest-only strips and principal-only strips
are not subject to the requirements of SFAS No. 133; establishes a requirement to evaluate
interests in securitized financial assets to identify interests that are freestanding derivatives
or that are hybrid financial instruments that contain an embedded derivative requiring bifurcation;
clarifies that concentrations of credit risk in the form of subordination are not embedded
derivatives; and amends SFAS No. 140 to eliminate the prohibition on a qualifying special-purpose
entity from holding a derivative financial instrument that pertains to a beneficial interest other
than another derivative financial instrument. The new standard is effective for all financial
instruments acquired or issued after the beginning of the Companys first fiscal year that begins
after September 15, 2006. The Company is currently evaluating the impact that adopting SFAS No.
155 will have on its financial statements.3.
    
    Business CombinationsSummit Bank CorporationUCBH and Summit Bank Corporation (Summit), a Georgia corporation registered under the Bank
Holding Company Act of 1956, as amended, entered into an Agreement and Plan of Merger dated as of
September 18, 2006. Under the terms of the agreement, Summits shareholders can elect to exchange
one share of Summit common stock for 1.3521 shares of UCBH common stock, $24.50 in cash or a
combination of both, subject to the requirement that 50% of the merger consideration is paid in
cash and 50% of the merger consideration is paid in shares of UCBH common stock. Holders of options to
acquire shares of the Summits common stock shall receive $24.50 per option less the exercise
price of such options. Based on the number of Summits common stock shares outstanding at the agreement date, the value of the
transaction is approximately $175.8 million (based on the average closing price for UCBHs common
stock around the announcement date of September 19, 2006), which is comprised of the issuance of
approximately 4.8 million shares of UCBH common stock, $87.4 million in cash and approximately
$800,000 related to the cash-out of the outstanding stock options of Summit, subject to certain
adjustments as outlined in the agreement. Summit may terminate the transaction for various reasons
prior to the consummation of the merger, including but not limited to a substantial change in the
market value of the UCBH common stock in relation to the NASDAQ Bank Index, unless UCBH agrees to
increase the Exchange Ratio (as defined in the agreement). Similarly, UCBH may terminate the
transaction for various reasons prior to the consummation of the merger. If either Summit or UCBH
terminates the transaction upon certain conditions, such party shall pay a break-up fee to the
other. This acquisition allows the
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 Company to enter the markets in Atlanta, Georgia and Houston, Texas. In addition, Summits
Shanghai, China representative office complements UCBHs Greater China expansion strategy. The
transaction, which is subject to approval by Summits shareholders and regulatory approval, is
anticipated to close in the first quarter of 2007. Summit had total assets of $665.7 million and total
deposits of $549.1 million as of September 30, 2006.Pacifica Bancorp, Inc., Asian American Bank & Trust Company and Bank of Canton of CaliforniaDuring the three and nine months ended September 30, 2006, goodwill and core deposit intangibles
were adjusted to reflect the final valuations of the net assets acquired from Pacifica Bancorp,
Inc. (Pacifica) and Asian American Bank & Trust Company (AABT). Additionally, goodwill was
adjusted for the income tax benefit related to the buyout of Pacifica stock options at the time of
acquisition, the newly identified income tax deduction related to Pacifica and AABT acquisition
costs, and the newly permitted income tax deduction of investment banking fees related to Bank of
Canton of California.Great Eastern BankOn February 17, 2006, Great Eastern Bank (GEB) notified UCBH that it had decided to accept a
superior third party proposal, as defined in Agreement and Plan of Merger between UCBH and GEB
dated as of October 13, 2005 (the GEB Merger Agreement). UCBH notified GEB on February 21, 2006,
that it elected not to exercise the right of further negotiation as permitted under the GEB Merger
Agreement. This resulted in the termination of the GEB Merger Agreement and the payment of a
breakup fee of $5.0 million from GEB to UCBH, which was received on February 21, 2006.4.
    
    Cash and Cash EquivalentsUCB is required to maintain a percentage of its deposit balances as reserves either in cash or on
deposit at the Federal Reserve Bank of San Francisco. At September 30, 2006, and December 31,
2005, the reserve requirement was $8.3 million and $13.1 million, respectively.5.
    
    Securities Purchased Under Agreements to ResellUCB entered into two long-term transactions involving the purchases of securities under agreements
to resell (Resell Agreements). The first Resell Agreement is for $100.0 million and matures on
August 4, 2016. Under the terms of this Resell Agreement, interest payments are due from the
seller quarterly. The interest rate for this Resell Agreement is 7.40% for the first six months
adjustable quarterly to the three-month London Interbank Offered Rate (LIBOR) subject to a
maximum interest rate of 7.50%. The initial interest rate and at September 30, 2006, is 7.40%.
Additionally, the seller has the right to terminate this Resell Agreement at the six-month
anniversary date and quarterly thereafter. The second Resell Agreement is for $75.0 million and
matures on September 27, 2016. Under the terms of this Resell Agreement, interest payments are due
from the seller quarterly. The interest rate for this Resell Agreement is adjustable monthly and
is calculated as 8.40% plus the residual of ten multiplied by 65% of the average weekly one-month
LIBOR less the average Bond Market Association Index for short-term municipal bonds subject to a
maximum rate of 9.89%. The initial interest rate and at September 30, 2006, is 5.61%. The
underlying collateral pledged for the Resell Agreements consists of Federal National Mortgage
Association (FNMA) and Federal Home Loan Mortgage Corporation (FHLMC) mortgage-backed
securities. The collateral is held by a custodian and maintained under sellers control.
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 6.
    
    Investment and Mortgage-Backed SecuritiesThe amortized cost and approximate market value of investment and mortgage-backed securities
classified as available for sale and held to maturity at September 30, 2006, and December 31, 2005,
were as follows (dollars in thousands):
 September 30, 2006
    
    
    December 31, 2005Amortized
    
    
    Market
    
    
    Amortized
    
    
    MarketCost
    
    
    Value
    
    
    Cost
    
    
    ValueInvestment securities available for sale:Trust preferred securities
    
    $
    38,445
    
    
    $
    38,235
    
    
    $
    33,443
    
    
    $
    32,946U.S. Government sponsored enterprises
    
    
    210,895
    
    
    
    206,913
    
    
    
    159,655
    
    
    
    155,185Other
    
    
    10,000
    
    
    
    10,014
    
    
    
    11,012
    
    
    
    10,911Total investment securities available for sale
    
    
    259,340
    
    
    
    255,162
    
    
    
    204,110
    
    
    
    199,042Mortgage-backed securities available for sale:FNMA
    
    
    509,104
    
    
    
    494,225
    
    
    
    355,135
    
    
    
    344,190GNMA
    
    
    83,415
    
    
    
    79,934
    
    
    
    88,184
    
    
    
    85,033FHLMC
    
    
    300,429
    
    
    
    290,318
    
    
    
    302,540
    
    
    
    292,316Other
    
    
    192,473
    
    
    
    188,152
    
    
    
    202,264
    
    
    
    197,143Total mortgage-backed securities available for sale
    
    
    1,085,421
    
    
    
    1,052,629
    
    
    
    948,123
    
    
    
    918,682Total investment and mortgage-backed securities
available for sale
    
    
    1,344,761
    
    
    
    1,307,791
    
    
    
    1,152,233
    
    
    
    1,117,724Investment securities held to maturity:Municipals
    
    
    224,588
    
    
    
    232,202
    
    
    
    225,573
    
    
    
    232,279Mortgage-backed securities held to maturity:FNMA
    
    
    4,417
    
    
    
    4,237
    
    
    
    5,112
    
    
    
    4,923GNMA
    
    
    65,903
    
    
    
    63,980
    
    
    
    77,261
    
    
    
    76,133FHLMC
    
    
    543
    
    
    
    522
    
    
    
    662
    
    
    
    639Total mortgage-backed securities held to maturity
    
    
    70,863
    
    
    
    68,739
    
    
    
    83,035
    
    
    
    81,695Total investment and mortgage-backed securities
held to maturity
    
    
    295,451
    
    
    
    300,941
    
    
    
    308,608
    
    
    
    313,974Total investment and mortgage-backed securities
    
    $
    1,640,212
    
    
    $
    1,608,732
    
    
    $
    1,460,841
    
    
    $
    1,431,698
 As of September 30, 2006, the net unrealized loss on securities was $31.5 million. The net
unrealized loss on securities that are available for sale was $37.0 million. Net of tax benefit of
$15.6 million, the unrealized $21.4 million loss is included in other comprehensive loss as a
reduction to stockholders equity. The $5.5 million net gain between the carrying value and market
value of securities that are held to maturity has not been recognized in the consolidated financial
statements for the three and nine months ended September 30, 2006. Additionally, certain
securities that UCB holds have unrealized losses that extend for periods in excess of twelve
months. However, since the unrealized losses are attributable to movement in market interest rates
and UCB has the intent and ability to hold these securities until recovery of such unrealized loss,
UCB has concluded that the decline in value on these securities is temporary.As of December 31, 2005, the net unrealized loss on securities was $29.1 million. The net
unrealized loss on securities that are available for sale was $34.5 million. Net of tax benefit of
$14.5 million, the unrealized $20.0 million loss is included in other comprehensive income as a
reduction to stockholders equity. The $5.4 million net gain between the carrying value and market
value of securities that are held to maturity has not been recognized in the financial statements
for the year ended December 31, 2005.
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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 7.
    
    Loans Held for SaleThe components of loans held for sale as of September 30, 2006, and December 31, 2005, were as
follows (dollars in thousands):
 September 30,
    
    
    December 31,2006
    
    
    2005Commercial:Secured by real estate  nonresidential
    
    $
    120,738
    
    
    $
    154,087Business
    
    
    1,224
    
    
    
    2,653Total commercial loans
    
    
    121,962
    
    
    
    156,740Consumer:Residential mortgage (one-to-four family)
    
    
    1,078
    
    
    
    Loans held for sale (1)
    
    $
    123,040
    
    
    $
    156,740
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $214,000
and $372,000 at September 30, 2006, and December 31, 2005, respectively. During the nine months ended September 30, 2006, UCB transferred $381.8 million of loans from
held in portfolio to held for sale and $80.5 million of loans from held for sale to held in
portfolio.8.
    
    Loans Held in Portfolio and Allowance for Loan LossesThe components of loans held in portfolio as of September 30, 2006, and December 31, 2005, were as
follows (dollars in thousands):
 September 30,
    
    
    December 31,2006
    
    
    2005Commercial:Secured by real estate  nonresidential
    
    $
    1,974,364
    
    
    $
    2,307,381Secured by real estate  multifamily
    
    
    1,360,624
    
    
    
    1,506,848Construction
    
    
    879,494
    
    
    
    494,841Business
    
    
    1,155,049
    
    
    
    863,935Total commercial loans
    
    
    5,369,531
    
    
    
    5,173,005Consumer:Residential mortgage (one-to-four family)
    
    
    441,366
    
    
    
    613,988Other
    
    
    55,428
    
    
    
    51,667Total consumer loans
    
    
    496,794
    
    
    
    665,655Loans held in portfolio (1)
    
    
    5,866,325
    
    
    
    5,838,660Allowance for loan losses
    
    
    (56,630
    )
    
    
    (64,542
    )Loans held in portfolio, net
    
    $
    5,809,695
    
    
    $
    5,774,118
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $8.9
million and $7.4 million at September 30, 2006, and December 31, 2005,
respectively. - 11 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 On September 1, 2006, UCB securitized $176.1 million of residential mortgage loans with
servicing rights retained through FNMA. The mortgage-backed securities created from this
guaranteed mortgage securitization are classified as available for sale investments. As part of
this transaction, UCB has recognized mortgage servicing rights of $1.4 million.The components of loans held in portfolio by interest rate type as of September 30, 2006, and
December 31, 2005, were as follows (dollars in thousands):
 September 30,
    
    
    December 31,2006
    
    
    2005Adjustable-rate loans
    
    $
    3,137,877
    
    
    $
    2,951,945Intermediate fixed-rated loans
    
    
    1,504,941
    
    
    
    1,711,915Fixed-rate loans
    
    
    1,232,365
    
    
    
    1,182,198Loans held in portfolio (1)
    
    $
    5,875,183
    
    
    $
    5,846,058
 
 (1)
    
    Amounts do not reflect net unamortized deferred loan fees of $8.9
million and $7.4 million at September 30, 2006, and December 31, 2005,
respectively. The activity in the allowance for loan losses and allowance for losses related to unfunded
commitments for the three and nine months ended September 30, 2006 and 2005, was as follows
(dollars in thousands):
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Balance at beginning of period :Allowance for loan losses
    
    $
    59,035
    
    
    $
    58,508
    
    
    $
    64,542
    
    
    $
    56,472Allowance for losses  unfunded commitments
    
    
    5,224
    
    
    
    4,807
    
    
    
    3,402
    
    
    
    3,940Total allowance for losses at beginning of period
    
    
    64,259
    
    
    
    63,315
    
    
    
    67,944
    
    
    
    60,412Provision for (recovery of) losses
    
    
    936
    
    
    
    (105
    )
    
    
    2,492
    
    
    
    2,860Loans charged off
    
    
    (2,507
    )
    
    
    (98
    )
    
    
    (7,990
    )
    
    
    (235
    )Recoveries of loans previously charged off
    
    
    170
    
    
    
    38
    
    
    
    412
    
    
    
    113Total allowance for losses at end of period
    
    $
    62,858
    
    
    $
    63,150
    
    
    $
    62,858
    
    
    $
    63,150Allowance for loan losses
    
    $
    56,630
    
    
    $
    57,501
    
    
    $
    56,630
    
    
    $
    57,501Allowance for losses  unfunded commitments
    
    
    6,228
    
    
    
    5,649
    
    
    
    6,228
    
    
    
    5,649Total allowance for losses at end of period
    
    $
    62,858
    
    
    $
    63,150
    
    
    $
    62,858
    
    
    $
    63,150
 - 12 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 9.
    
    BorrowingsSecurities Sold Under Agreements to RepurchaseInformation regarding outstanding securities sold under agreements to repurchase (the Repurchase
Agreements) as of and for the nine months ended September 30, 2006, was as follows (dollars in
thousands):
 Average balance outstanding
    
    $
    101,832Maximum amount outstanding at any month end period
    
    
    300,000Balance outstanding at end of period
    
    
    300,000Weighted average interest rate during the period
    
    
    3.70
    %Weighted average interest rate at end of period
    
    
    3.15
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.4
 UCB has entered into five Repurchase Agreements totaling $300.0 million, which mature between May
11, 2011, and September 29, 2016. Under the terms of the Repurchase Agreements, payments are due
quarterly. The interest rates for the respective first years of the Repurchase Agreements ranged
from a 3-month LIBOR less 82 basis points to a 3-month LIBOR less 384 basis points, which adjust
quarterly. Thereafter the interest rates are fixed for the remainder of the term with interest
rates ranging from 4.50% to 5.00%. The initial interest rates ranged from 1.63% to 4.14%. The
current interest rates at September 30, 2006, ranged from 1.63% to 4.45%. Additionally, the lender
has the right to terminate the applicable Repurchase Agreement either at the first anniversary date
of the Repurchase Agreement or at the first anniversary date and quarterly thereafter. The
underlying collateral pledged for the Repurchase Agreements consists of FNMA, FHLMC and Government
National Mortgage Association mortgage-backed securities, AAA rated or better private label
collateralized mortgage obligations and Federal Home Loan Bank investment securities with a fair
value of $223.3 million as of September 30, 2006. The collateral is held by a custodian and
maintained under UCBs control. At September 30, 2006, the securities sold under agreements to
repurchase mature between 2010 to 2035.Long-Term and Short-Term BorrowingsUCB has certain loan sale transactions recorded as secured borrowings as of September 30, 2006, and
December 31, 2005, since these transactions did not qualify for sales treatment under SFAS No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities. The
secured borrowings amounted to $4.4 million at September 30, 2006, and $19.1 million at December
31, 2005.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 10.
    
    Earnings Per ShareThe reconciliation of the numerators and denominators of basic and diluted earnings per share for
the three and nine months ended September 30, 2006 and 2005, is as follows (dollars in thousands,
except shares and per share amounts):
 Income
    
    
    Shares
    
    
    Per Share
    
    
    Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    Amount
    
    
    (Numerator)
    
    
    (Denominator)
    
    
    AmountThree Months Ended September 30, 2006
    
    
    Three Months Ended September 30, 2005Net income  basic
    
    $
    25,570
    
    
    
    94,523,317
    
    
    $
    0.27
    
    
    $
    25,523
    
    
    
    91,799,715
    
    
    $
    0.28Effect of stock options
    
    
    
    
    
    
    3,455,335
    
    
    
    
    
    
    
    
    
    
    
    3,618,940Net income  diluted
    
    $
    25,570
    
    
    
    97,978,652
    
    
    $
    0.26
    
    
    $
    25,523
    
    
    
    95,418,655
    
    
    $
    0.27
 Nine months Ended September 30, 2006
    
    
    Nine Months Ended September 30, 2005Net income  basic
    
    $
    74,395
    
    
    
    94,357,245
    
    
    $
    0.79
    
    
    $
    72,693
    
    
    
    91,552,743
    
    
    $
    0.79Effect of stock options
    
    
    
    
    
    
    3,617,184
    
    
    
    
    
    
    
    
    
    
    
    3,909,009Net income  diluted
    
    $
    74,395
    
    
    
    97,974,429
    
    
    $
    0.76
    
    
    $
    72,693
    
    
    
    95,461,752
    
    
    $
    0.76
 The antidilutive outstanding stock options of UCBH common stock that were excluded from the
computation of diluted earnings per share for the three months ended September 30, 2006 and 2005,
were 7,067,105 shares and 5,931,644 shares, respectively, and for the nine months ended September
30, 2006 and 2005, were 6,744,105 shares and 2,740,800 shares, respectively. The stock options of
UCBH common stock are considered antidilutive if assumed proceeds per share exceed the average
market price of UCBHs common stock during the relevant periods. Assumed proceeds include proceeds
from the exercise of stock options of UCBH common stock, as well as unrecognized compensation and
certain deferred tax benefits related to stock options.11.
    
    Employee Benefit PlansStock Option PlanOn May 18, 2006, UCBH adopted the UCBH Holdings, Inc. 2006 Equity Incentive Plan (the Plan),
which was formerly known as the UCBH Holdings, Inc. 1998 Stock Option Plan, as amended. The Plan
was approved by its stockholders and provides for the granting of stock-based compensation awards,
including options, to eligible officers, employees and directors of the Company. Stock option
awards are approved by the Board of Directors and are granted at the fair market value of the
Companys common stock on the date of the grant. The options vest over a period determined at the
time the options are granted, generally three years of continuous service, and have a maximum term
of ten years. Certain options awards provide for accelerated vesting if there is a change in
control, as defined in the Plan. As of September 30, 2006, the Company had 915,014 shares of
common stock reserved for the issuance of options under the Plan.Prior to January 1, 2006, the Company accounted for employee stock-based compensation using the
intrinsic value method in accordance with APB Opinion No. 25, Accounting for Stock Issued to
Employees, as allowed by SFAS No. 123, Accounting for Stock-Based Compensation, as amended by SFAS
No. 148, Accounting for Stock-Based Compensation  Transition and Disclosure. Under the intrinsic
value method, no stock-based employee compensation cost is recorded, provided the stock options are
granted with an exercise price equal to or greater than the market value of the underlying common
stock on the date of grant.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 Effective January 1, 2006, the Company adopted SFAS No. 123(R), Share-Based Payment.SFAS No.
123(R) eliminates the ability for companies to account for share-based compensation transactions
using the intrinsic value method and requires that companies measure and recognize compensation
expense for all share-based payments at fair value. Under SFAS No. 123(R), the total fair value of
the stock options awards is expensed ratably over the service period of the employees receiving the
awards. In adopting SFAS No. 123(R), the Company used the modified prospective method of adoption.
Under this adoption method, compensation expense recognized subsequent to adoption will include:
(a) compensation costs for all share-based payments granted
prior to but not yet vested as of
January 1, 2006, based on the grant date fair value estimated in accordance with the original
provisions of SFAS No. 123, and (b) compensation costs for all share-based payments granted
subsequent to January 1, 2006, based on the grant date fair value estimated in accordance with the
provisions of SFAS No. 123(R). No share-based employee compensation cost has been reflected in the
Companys net income prior to the adoption of SFAS No. 123(R) and results for prior periods have
not been restated.The adoption of SFAS No. 123(R) reduced income before income tax expense for the three and nine
months ended September 30, 2006, by approximately $642,000 and $1.5 million, respectively, and
reduced net income for the same periods by approximately $543,000 and $1.3 million, respectively.
Basic and diluted earnings per common share were reduced by less than $0.01 and slightly more than
$0.01 for the three and nine months ended September 30, 2006, respectively, as a result of the
amounts expensed. In addition, as of September 30, 2006, total unrecognized compensation cost
related to nonvested stock option awards was approximately $6.5 million and the related
weighted-average period over which it is expected to be recognized was approximately 2.42 years.
Further, for the three and nine months ended September 30, 2006, the total income tax benefit
related to nonqualified stock option grants recognized in the statement of operations was $99,000
and $216,000, respectively.Prior to the adoption of SFAS No. 123(R), the Company presented all tax benefits for deductions
resulting from the exercise of stock options as operating cash flows in the consolidated statements
of cash flows. SFAS No. 123(R) requires that the cash flows from the tax benefits resulting from
tax deductions in excess of the compensation cost recognized for those options (excess tax
benefits) be classified as financing cash flows. However, for the three and nine months ended
September 30, 2006, there were no such excess tax benefits.In estimating the fair value of each stock option award on their respective grant dates, we use the
Black-Scholes pricing model. The following are the assumptions that were incorporated in the model
for the three and nine months ended September 30, 2006 and 2005:
 Three Months Ended September 30,
    
    Nine Months Ended September 30,2006
    
    2005
    
    2006
    
    2005Dividend yield
    
    
    0.52
    %
    
    
    0.63
    %
    
    
    0.62
    %
    
    
    0.58
    %Volatility
    
    
    29.77
    %
    
    
    27.37
    %
    
    
    29.89
    %
    
    
    28.78
    %Risk-free interest rate
    
    
    4.96
    %
    
    
    4.22
    %
    
    
    4.73
    %
    
    
    4.16
    %Expected lives (years)
    
    
    7.21
    
    
    
    7.32
    
    
    
    7.54
    
    
    
    7.51
 The expected life of the options is based on historical data of UCBHs actual experience with the
options it has granted and represents the period of time that the options granted are expected to
be outstanding. This data includes employees expected exercise and post-vesting employment
termination behaviors. The expected stock price volatility is estimated using the historical
volatility of UCBHs common stock and other factors. The historical volatility covers a period
that corresponds to the expected life of the options. The expected dividend yield is based on the
estimated annual dividends that UCBH expects to pay over the expected life of the options as a
percentage of the market value of UCBHs stock as of the grant date. The risk-free interest rate
for the expected life of the options granted is based on the U.S. Treasury yield curve in effect as
of the grant date.The following is a summary of the stock option activity for the three and nine months ended
September 30, 2006 (dollars in thousands, except weighted average exercise price):
 - 15 -




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 Weighted
    
    
    
    
    
    
    
    
    
    
    
    
    
    WeightedWeighted
    
    Average
    
    
    
    
    
    
    
    
    
    Weighted
    
    AverageAverage
    
    Remaining
    
    Aggregate
    
    
    
    
    
    Average
    
    Remaining
    
    AggregateNumber of
    
    Exercise
    
    Contractual
    
    Intrinsic
    
    Number of
    
    Exercise
    
    Contractual
    
    IntrinsicShares
    
    Price
    
    Term
    
    Value
    
    Shares
    
    Price
    
    Term
    
    ValueThree Months Ended September 30, 2006
    
    Nine months Ended September 30, 2006Options
outstanding,
beginning of period
    
    
    14,858,324
    
    
    $
    12.71
    
    
    
    
    
    
    
    
    
    
    
    14,436,020
    
    
    $
    12.23Granted
    
    
    117,500
    
    
    
    15.86
    
    
    
    
    
    
    
    
    
    
    
    1,033,500
    
    
    
    17.86Exercised
    
    
    (77,117
    )
    
    
    6.69
    
    
    
    
    
    
    
    
    
    
    
    (518,476
    )
    
    
    7.47Forfeited
    
    
    (27,000
    )
    
    
    18.72
    
    
    
    
    
    
    
    
    
    
    
    (73,000
    )
    
    
    18.05Expired
    
    
    (15,941
    )
    
    
    18.66
    
    
    
    
    
    
    
    
    
    
    
    (22,278
    )
    
    
    18.59Options
outstanding, end of
period
    
    
    14,855,766
    
    
    $
    12.75
    
    
    
    6.08
    
    
    $
    69,940
    
    
    
    14,855,766
    
    
    $
    12.75
    
    
    
    6.08
    
    
    $
    69,940Shares exercisable
end of period
    
    
    13,743,266
    
    
    $
    12.34
    
    
    
    5.81
    
    
    $
    70,324
    
    
    
    13,743,266
    
    
    $
    12.34
    
    
    
    5.81
    
    
    $
    70,324
 The weighted-average grant date fair value of options granted was $6.49 and $6.84 during the
three months ended September 30, 2006 and 2005, respectively, and $7.27 and $7.40 during the nine
months ended September 30, 2006 and 2005, respectively. The total intrinsic value of options
exercised was $785,000 and $1.6 million during the three months ended September 30, 2006 and 2005,
respectively, and $5.6 million and $10.5 million during the nine months ended September 30, 2006
and 2005, respectively. The total fair value of options that vested was $1.1 million and $9.5
million during the three and nine months ended September 30, 2005, respectively. No options vested
during the three and nine months ended September 30, 2006.The range of exercise prices for options outstanding at September 30, 2006, was as follows:
 Weighted-
    
    Weighted-
    
    
    
    
    
    Weighted-Average
    
    Average
    
    
    
    
    
    AverageOptions
    
    Exercise
    
    Remaining
    
    Options
    
    ExerciseExercise Price
    
    Outstanding
    
    Price
    
    Life
    
    Exercisable
    
    Price$1.88-$2.25
    
    
    1,497,216
    
    
    $
    1.88
    
    
    
    2.24
    
    
    
    1,497,216
    
    
    $
    1.88$2.26-$4.51
    
    
    148,956
    
    
    
    2.95
    
    
    
    3.51
    
    
    
    148,956
    
    
    
    2.95$4.52-$6.77
    
    
    3,877,992
    
    
    
    6.15
    
    
    
    4.55
    
    
    
    3,877,992
    
    
    
    6.15$6.78-$9.03
    
    
    273,412
    
    
    
    7.21
    
    
    
    5.14
    
    
    
    273,412
    
    
    
    7.21$9.04-$11.29
    
    
    680,266
    
    
    
    10.01
    
    
    
    5.19
    
    
    
    680,266
    
    
    
    10.01$11.30-$13.55
    
    
    314,655
    
    
    
    12.38
    
    
    
    6.32
    
    
    
    314,655
    
    
    
    12.38$13.56-$15.81
    
    
    503,164
    
    
    
    15.01
    
    
    
    7.38
    
    
    
    404,164
    
    
    
    14.82$15.82-$18.07
    
    
    1,371,500
    
    
    
    17.32
    
    
    
    8.72
    
    
    
    630,000
    
    
    
    16.96$18.08-$20.33
    
    
    5,448,805
    
    
    
    18.83
    
    
    
    7.60
    
    
    
    5,176,805
    
    
    
    18.82$20.34-$22.59
    
    
    739,800
    
    
    
    21.25
    
    
    
    6.39
    
    
    
    739,800
    
    
    
    21.25Total/Average
    
    
    14,855,766
    
    
    $
    12.75
    
    
    
    6.08
    
    
    
    13,743,266
    
    
    $
    12.34
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 The following table sets forth the effect on net income and net income per common share as if the
Company had applied the fair value recognition provisions of SFAS No. 123 to all outstanding stock
option awards for the three and nine months ended September 30, 2005, prior to the Companys
adoption of SFAS No. 123(R) (amounts in thousands, except per share amounts):
 Three Months
    
    
    Nine MonthsEnded
    
    
    EndedSeptember 30, 2005
    
    
    September 30, 2005Net income, as reported
    
    $
    25,523
    
    
    $
    72,693Deduct: Total stock-based
employee compensation expense
determined under fair value
based method of all awards, net
of related tax effects
    
    
    (2,316
    )
    
    
    (6,729
    )Net income, pro forma
    
    $
    23,207
    
    
    $
    65,964Basic earnings per share:As reported
    
    $
    0.28
    
    
    $
    0.79Pro forma
    
    $
    0.25
    
    
    $
    0.72Diluted earnings per share:As reported
    
    $
    0.27
    
    
    $
    0.76Pro forma
    
    $
    0.24
    
    
    $
    0.69
 During the fourth quarter of 2005, UCBHs Board of Directors approved the accelerated vesting of
all outstanding unvested stock options awarded to employees, officers and directors that had been
granted on or before October 26, 2005, under its stock option plan. The decision to accelerate the
vesting was made primarily to reduce the impact of recording noncash compensation expense upon the
adoption of SFAS No. 123(R). Stock options covering approximately 5.1 million shares of UCBHs
common stock were affected by this action, including approximately 1.9 million shares that were
held by the Companys executive officers and directors. The number of shares, exercise prices and
all of the other relevant terms and conditions applicable to the accelerated options remained
unchanged. By accelerating the vesting of the options, the Company estimated that approximately
$16.4 million of future compensation expense, net of taxes, has been eliminated.12.
    
    Income Tax ExpenseFor the three and nine months ended September 30, 2006, the Company recorded an income tax benefit
adjustment of $1.0 million and $2.8 million, respectively, related to additional Enterprise Zone
tax credits for the years ending prior to December 31, 2005. During the nine months ended
September 30, 2005, the Company elected to repatriate approximately $26 million in previously
unremitted foreign earnings from its foreign subsidiary, which resulted in an income tax benefit of
$3.9 million from the reversal of the deferred tax liability.13.
    
    Related Party TransactionsSeveral members of the Board of Directors and executive officers of the Company have deposits with
UCB that are made in the ordinary course of business with the same terms and conditions, including
interest rates, as those prevailing at the same time for comparable transactions with other
customers. The total deposits for these related parties were $6.5 million and $7.2 million at
September 30, 2006, and December 31, 2005, respectively. Additionally, UCB has adopted a policy
that prohibits loans or extensions of credit to members of the Board of Directors and affiliated persons of the Company,
and their related interests.
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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 14.
    
    Derivative Financial Instruments and Financial Instruments with Off-Balance-Sheet RiskThe contractual or notional amounts of derivative financial instruments and financial instruments
with off-balance-sheet risk as of September 30, 2006, and December 31, 2005, were as follows
(dollars in thousands):
 September 30,
    
    December 31,2006
    
    2005Financial instruments whose contract amounts represent credit risk:Commitments to extend credit:Consumer (including residential mortgage)
    
    $
    80,894
    
    
    $
    88,407Commercial (excluding construction)
    
    
    986,998
    
    
    
    672,662Construction
    
    
    812,169
    
    
    
    539,955Letters of credit
    
    
    127,730
    
    
    
    90,595Foreign exchange contracts receivable
    
    
    (427,470
    )
    
    
    (159,957
    )Foreign exchange contracts payable
    
    
    241,235
    
    
    
    57,825Put options to buy
    
    
    10,860
    
    
    
    11,269Put options to sell
    
    
    (10,860
    )
    
    
    (11,269
    )Unfunded CRA investment commitments
    
    
    4,021
    
    
    
    4,760
 15.
    
    Contingent LiabilitiesThe Company is subject to pending or threatened actions and proceedings arising in the normal
course of business. In the opinion of management, the ultimate disposition of all pending or
threatened actions and proceedings will not have a material adverse effect on the Companys results
of operations or financial condition.16.
    
    Supplemental Cash Flow InformationThe supplemental cash flow information for the nine months ended September 30, 2006 and 2005, was
as follows (dollars in thousands):
 2006
    
    2005Cash paid during the period for:Interest
    
    $
    190,087
    
    
    $
    107,582Income taxes
    
    
    48,552
    
    
    
    26,692Noncash investing and financing activities:Stock warrants acquired with issuance of commercial loans
    
    $
    (129
    )
    
    $
    Income tax benefit from stock options exercised
    
    
    1,914
    
    
    
    3,714Transfer of loans from held for sale to held in portfolio
    
    
    (80,469
    )
    
    
    (251,980
    )Transfer of loans to held for sale from held in portfolio
    
    
    381,757
    
    
    
    265,098Loan securitization:Loans originated in held in portfolio sold
    
    
    176,143
    
    
    
    Mortgage-backed securities acquired
    
    
    (174,721
    )
    
    
    Mortgage servicing rights acquired
    
    
    (1,422
    )
    
    
    
 17.
    
    Segment InformationThe Company designates the internal organization that is used by management for making operating
decisions and assessing performance as the source of its reportable segments. The Company has
determined that its reportable segments are those that are based on the Companys method of
internal reporting. The Company has determined
 - 18 -




---



##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited)
 that it has two reportable segments, Domestic Banking and Other. Other segment consists of the
Companys Hong Kong operations and UCB Investment Services, Inc. The UCBH Holdings, Inc. column
in the following table consists of UCBH, which reflects the holding company activities. The
intersegment column consists of the UCBH and UCB elimination units and reflects the elimination of
intersegment transactions.The following is segment information for the three and nine months ended September 30, 2006 and
2005 (dollars in thousands):
 UCBHDomestic
    
    
    
    
    
    Total
    
    Holdings,Banking
    
    Other
    
    Segments
    
    Inc.
    
    Intersegment
    
    ConsolidatedThree months ended September 30, 2006:Total interest and dividend income
    
    $
    133,871
    
    
    $
    6,774
    
    
    $
    140,645
    
    
    $
    
    
    
    $
    (2,753
    )
    
    $
    137,892Net interest income (expense)
    
    
    67,065
    
    
    
    2,178
    
    
    
    69,243
    
    
    
    (3,119
    )
    
    
    
    
    
    
    66,124Net income (loss)
    
    
    27,650
    
    
    
    1,235
    
    
    
    28,885
    
    
    
    25,570
    
    
    
    (28,885
    )
    
    
    25,570Three months ended September 30,
2005:Total interest and dividend income
    
    $
    102,971
    
    
    $
    1,890
    
    
    $
    104,861
    
    
    $
    
    
    
    $
    (815
    )
    
    $
    104,046Net interest income (expense)
    
    
    60,721
    
    
    
    1,367
    
    
    
    62,088
    
    
    
    (1,972
    )
    
    
    
    
    
    
    60,116Net income (loss)
    
    
    27,169
    
    
    
    1,767
    
    
    
    28,936
    
    
    
    25,523
    
    
    
    (28,936
    )
    
    
    25,523Nine months ended September 30, 2006:Total interest and dividend income
    
    $
    381,453
    
    
    $
    17,468
    
    
    $
    398,921
    
    
    $
    
    
    
    $
    (6,571
    )
    
    $
    392,350Net interest income (expense)
    
    
    201,436
    
    
    
    5,229
    
    
    
    206,665
    
    
    
    (8,911
    )
    
    
    
    
    
    
    197,754Net income (loss)
    
    
    82,756
    
    
    
    (658
    )
    
    
    82,098
    
    
    
    74,395
    
    
    
    (82,098
    )
    
    
    74,395Nine months ended September 30, 2005:Total interest and dividend income
    
    $
    282,365
    
    
    $
    4,321
    
    
    $
    286,686
    
    
    $
    
    
    
    $
    (1,745
    )
    
    $
    284,941Net interest income (expense)
    
    
    178,259
    
    
    
    3,599
    
    
    
    181,858
    
    
    
    (6,730
    )
    
    
    
    
    
    
    175,128Net income (loss)
    
    
    82,431
    
    
    
    683
    
    
    
    83,114
    
    
    
    72,693
    
    
    
    (83,114
    )
    
    
    72,693
 - 19 -




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
 FORWARD LOOKING STATEMENTS
 This document, including information included or incorporated by reference in this document,
contains certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future
events and include, among other things:
 
    
    statements with respect to UCBH Holdings, Inc. and its
consolidated subsidiaries (collectively the Company) beliefs,
plans, objectives, goals, guidelines, expectations, anticipations,
and future financial condition, results of operations and
performance; and
 
    
    statements preceded or identified by words, such as expects,
anticipates, intends, plans, believes, seeks,
estimates, will, should, could, projects, may, or
words of similar import.
 These forward-looking statements are based upon managements current beliefs and expectations and
are not guarantees of future performance, nor should they be relied upon as representing
managements views as of any subsequent date. These forward-looking statements are also inherently
subject to significant business, economic and competitive uncertainties, risks and contingencies,
many of which are difficult to predict and generally beyond managements control. In addition,
these forward-looking statements are subject to assumptions with respect to future business
strategies and decisions that are subject to change and actual results, performance or achievements
may be materially different from the anticipated results, performance or achievements discussed,
expressed or implied by these forward-looking statements. Factors that might cause such
differences include, but are not limited to the following:
 
    
    the Companys ability to successfully execute its business plans and achieve its objectives;
    
    changes in political and economic conditions, including the economic effects of terrorist attacks against the United
States and related events;
    
    changes in financial market conditions, either nationally or locally in areas in which the Company conducts its
operations;
    
    fluctuations in the equity and fixed-income markets;
    
    changes in interest rates;
    
    acquisitions and integration of acquired businesses;
    
    increases in the levels of losses, customer bankruptcies, claims and assessments;
    
    changes in fiscal, monetary, regulatory, trade and tax policies and laws;
    
    continuing consolidation in the financial services industry;
    
    new litigation or changes in existing litigation;
    
    success in gaining regulatory approvals, when required;
    
    changes in consumer spending and savings habits;
    
    increased competitive challenges and expanding product and pricing pressures among financial institutions, whether
banks, investment banks, insurance companies or others, in the Companys markets;
    
    technological changes;
    
    demographic changes;
    
    legislation or regulatory changes which adversely affect the Companys operations and businesses;
    
    the Companys ability to comply with applicable laws and regulations; and
    
    changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or
regulatory agencies.
 You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this document or the date of any document incorporated by reference in this
document. All subsequent written and oral forward-looking statements concerning matters addressed
in this document and attributable to the Company or any person acting on the Companys behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this
section. Except to the extent required by applicable law or regulation, the Company undertakes no
obligation to update these forward-looking statements to reflect events, developments or
circumstances after the date of this document or to reflect the occurrence of future events.
 - 20 -




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##### Table of Contents



MANAGEMENT OVERVIEW
     CORPORATE DEVELOPMENTS
 Merger Agreement with Summit Bank Corporation
 - 21 -




---



##### Table of Contents



CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Allowance for Loan Losses
        - 22 -




---



##### Table of Contents



Stock-Based Compensation
 Share-Based Payment Accounting for Stock-Based
Compensation
 Accounting for Stock Issued to Employees Accounting for Stock-Based Compensation  Transition and
Disclosure
  Three Months Ended September 30,
    
    Nine Months Ended September 30,2006
    
    2005
    
    2006
    
    2005Dividend yield
    
    
    0.52
    %
    
    
    0.63
    %
    
    
    0.62
    %
    
    
    0.58
    %Volatility
    
    
    29.77
    %
    
    
    27.37
    %
    
    
    29.89
    %
    
    
    28.78
    %Risk-free interest rate
    
    
    4.96
    %
    
    
    4.22
    %
    
    
    4.73
    %
    
    
    4.16
    %Expected lives (years)
    
    
    7.21
    
    
    
    7.32
    
    
    
    7.54
    
    
    
    7.51
  - 23 -




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##### Table of Contents



Income Taxes
   Recent Accounting Pronouncements
 Employers Accounting for Defined Benefit Pension and Other Postretirement Plans
 Employers Accounting for Defined Benefit Pension
and Other Postretirement Plans  an amendment of FASB Statements No. 87, 88, 106 and 132(R)
 Fair Value Measurements
 Fair Value Measurements
 - 24 -




---



##### Table of Contents



Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year
Financial Statements
 Considering the
Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial
Statements
 Accounting for Uncertainty in Income Taxes
 Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statement No.
109 Accounting for Income Taxes
 Accounting for Servicing of Financial Assets
 Accounting for Servicing of Financial Assets, an
amendment of FASB Statement No. 140
 Accounting for Certain Hybrid Financial Instruments
 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140
 - 25 -




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##### Table of Contents



RESULTS OF OPERATIONS
 Financial Highlights
 Three Months Ended September 30,
    
    
    Nine Months Ended September 30,Increase (Decrease)
    
    
    
    
    
    
    
    
    
    
    Increase (Decrease)2006
    
    
    2005
    
    
    Amount
    
    
    %
    
    
    2006
    
    
    2005
    
    
    Amount
    
    
    %Operating Data:Total interest and dividend income
    
    $
    137,892
    
    
    $
    104,046
    
    
    $
    33,846
    
    
    
    32.53
    
    
    $
    392,350
    
    
    $
    284,941
    
    
    $
    107,409
    
    
    
    37.70Total interest expense
    
    
    71,768
    
    
    
    43,930
    
    
    
    27,838
    
    
    
    63.37
    
    
    
    194,596
    
    
    
    109,813
    
    
    
    84,783
    
    
    
    77.21Net interest income
    
    
    66,124
    
    
    
    60,116
    
    
    
    6,008
    
    
    
    9.99
    
    
    
    197,754
    
    
    
    175,128
    
    
    
    22,626
    
    
    
    12.92Provision for (recovery of) loan losses
    
    
    936
    
    
    
    (105
    )
    
    
    1,041
    
    
    
    (991.43
    )
    
    
    2,492
    
    
    
    2,860
    
    
    
    (368
    )
    
    
    (12.87
    )Net interest income after recovery of
(provision for) loan losses
    
    
    65,188
    
    
    
    60,221
    
    
    
    4,967
    
    
    
    8.25
    
    
    
    195,262
    
    
    
    172,268
    
    
    
    22,994
    
    
    
    13.35Total noninterest income
    
    
    10,968
    
    
    
    4,563
    
    
    
    6,405
    
    
    
    140.37
    
    
    
    35,174
    
    
    
    18,277
    
    
    
    16,897
    
    
    
    92.45Total noninterest expense
    
    
    37,419
    
    
    
    25,971
    
    
    
    11,448
    
    
    
    44.08
    
    
    
    117,298
    
    
    
    83,612
    
    
    
    33,686
    
    
    
    40.29Income before income tax expense
    
    
    38,737
    
    
    
    38,813
    
    
    
    (76
    )
    
    
    (0.20
    )
    
    
    113,138
    
    
    
    106,933
    
    
    
    6,205
    
    
    
    5.80Income tax expense
    
    
    13,167
    
    
    
    13,290
    
    
    
    (123
    )
    
    
    (0.93
    )
    
    
    38,743
    
    
    
    34,240
    
    
    
    4,503
    
    
    
    13.15Net income
    
    $
    25,570
    
    
    $
    25,523
    
    
    $
    47
    
    
    
    0.18
    
    
    $
    74,395
    
    
    $
    72,693
    
    
    $
    1,702
    
    
    
    2.34Per Share Data:Basic earnings per share
    
    $
    0.27
    
    
    $
    0.28
    
    
    $
    (0.01
    )
    
    
    (3.57
    )
    
    $
    0.79
    
    
    $
    0.79
    
    
    $
    
    
    
    
    Diluted earnings per share
    
    
    0.26
    
    
    
    0.27
    
    
    
    (0.01
    )
    
    
    (3.70
    )
    
    
    0.76
    
    
    
    0.76
    
    
    
    
    
    
    
    Dividends declared per share
    
    
    0.030
    
    
    
    0.025
    
    
    
    0.005
    
    
    
    20.00
    
    
    
    0.090
    
    
    
    0.075
    
    
    
    0.015
    
    
    
    20.00Select Operating Ratios:Return on average assets
    
    
    1.24
    %
    
    
    1.43
    %
    
    (19
    )bp*
    
    
    (13.29
    )
    
    
    1.22
    %
    
    
    1.44
    %
    
    (22
    )bp*
    
    
    (15.28
    )Return on average equity
    
    
    15.51
    
    
    
    18.97
    
    
    
    (346
    )
    
    
    (18.24
    )
    
    
    15.68
    
    
    
    18.85
    
    
    
    (317
    )
    
    
    (16.82
    )Efficiency ratio (1)
    
    
    48.54
    
    
    
    40.15
    
    
    
    839
    
    
    
    20.90
    
    
    
    50.36
    
    
    
    43.23
    
    
    
    713
    
    
    
    16.49Noninterest expense to average assets
    
    
    1.81
    
    
    
    1.46
    
    
    
    35
    
    
    
    23.97
    
    
    
    1.93
    
    
    
    1.65
    
    
    
    28
    
    
    
    16.97Average equity to average assets
    
    
    7.96
    
    
    
    7.56
    
    
    
    40
    
    
    
    5.29
    
    
    
    7.80
    
    
    
    7.63
    
    
    
    17
    
    
    
    2.23Dividend payout ratio (2)
    
    
    11.54
    
    
    
    9.26
    
    
    
    228
    
    
    
    24.62
    
    
    
    11.84
    
    
    
    9.87
    
    
    
    197
    
    
    
    19.96Net loan charge-offs to average loans
    
    
    0.15
    
    
    
    
    
    
    
    15
    
    
    
    
    
    
    
    0.17
    
    
    
    
    
    
    
    17
    
    
    
    
 September 30,
    
    December 31,
    
    Increase (Decrease)2006
    
    2005
    
    Amount
    
    %Financial Condition and Other Data:Securities purchased under agreements to resell
    
    $
    175,000
    
    
    $
    
    
    
    $
    175,000
    
    
    
    Investments and mortgage-backed securities
available for sale, at fair value
    
    
    1,307,791
    
    
    
    1,117,724
    
    
    
    190,067
    
    
    
    17.00Investments and mortgage-backed securities
held to maturity, at cost
    
    
    295,451
    
    
    
    308,608
    
    
    
    (13,157
    )
    
    
    (4.26
    )Loans held for sale
    
    
    123,040
    
    
    
    156,740
    
    
    
    (33,700
    )
    
    
    (21.50
    )Loans held in portfolio, net
    
    
    5,809,695
    
    
    
    5,774,118
    
    
    
    35,577
    
    
    
    0.62Total assets
    
    
    8,351,727
    
    
    
    7,965,637
    
    
    
    386,090
    
    
    
    4.85Deposits
    
    
    6,381,492
    
    
    
    6,264,169
    
    
    
    117,323
    
    
    
    1.87Securities sold under agreements to repurchase
    
    
    300,000
    
    
    
    
    
    
    
    300,000
    
    
    
    Short-term borrowings
    
    
    9,787
    
    
    
    279,425
    
    
    
    (269,638
    )
    
    
    (96.50
    )Long-term borrowings
    
    
    731,225
    
    
    
    562,033
    
    
    
    169,192
    
    
    
    30.10Subordinated debentures
    
    
    150,520
    
    
    
    150,520
    
    
    
    
    
    
    
    Stockholders equity
    
    
    675,276
    
    
    
    603,514
    
    
    
    71,762
    
    
    
    11.89Nonperforming assets
    
    
    10,229
    
    
    
    19,133
    
    
    
    (8,904
    )
    
    
    (46.54
    )Selected Ratios:Loan delinquency ratio
    
    
    0.31
    %
    
    
    0.48
    %
    
    (17
    )bp*
    
    
    (35.42
    )Nonperforming assets to total assets
    
    
    0.12
    
    
    
    0.24
    
    
    
    (12
    )
    
    
    (50.00
    )Nonperforming loans to total loans
    
    
    0.17
    
    
    
    0.32
    
    
    
    (15
    )
    
    
    (46.88
    )Allowance for loan losses to nonperforming
loans
    
    
    553.63
    
    
    
    337.33
    
    
    
    21,630
    
    
    
    64.12Allowance for loan losses to loans held in
portfolio
    
    
    0.97
    
    
    
    1.11
    
    
    
    (14
    )
    
    
    (12.61
    )Total loan to deposit ratio
    
    
    93.86
    
    
    
    95.71
    
    
    
    (185
    )
    
    
    (1.93
    )Stockholders equity to total assets
    
    
    8.09
    
    
    
    7.58
    
    
    
    51
    
    
    
    6.73Bank Regulatory Capital Ratios:United Commercial Bank:Total risk-based capital
    
    
    11.50
    %
    
    
    10.98
    %
    
    52
    bp*
    
    
    4.74Tier 1 risk-based capital
    
    
    10.56
    
    
    
    9.91
    
    
    
    65
    
    
    
    6.56Tier 1 leverage ratio (3)
    
    
    8.70
    
    
    
    8.26
    
    
    
    44
    
    
    
    5.33UCBH Holdings, Inc. and subsidiaries:Total risk-based capital
    
    
    11.71
    %
    
    
    11.33
    %
    
    38
    bp*
    
    
    3.35Tier 1 risk-based capital
    
    
    10.78
    
    
    
    10.26
    
    
    
    52
    
    
    
    5.07Tier 1 leverage ratio (3)
    
    
    8.88
    
    
    
    8.56
    
    
    
    32
    
    
    
    3.74
 
 (1)
    
    Represents noninterest expense divided by the total of our net interest income
before provision for loan losses and our noninterest income.(2)
    
    Represents dividends declared per share as a percentage of diluted earnings per
share.(3)
    
    Represents Tier 1 capital to total average assets.*
    
    Basis point. - 26 -




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##### Table of Contents



Three Months Ended September 30, 2006, Compared to Three Months Ended September 30, 2005
  Net Interest Income and Net Interest Margin
 - 27 -




---



##### Table of Contents



2006
    
    
    2005Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans (1)(2)
    
    $
    6,082,253
    
    
    $
    114,752
    
    
    
    7.55
    %
    
    $
    5,349,239
    
    
    $
    87,684
    
    
    
    6.56
    %Taxable securities (3)
    
    
    1,326,243
    
    
    
    16,220
    
    
    
    4.89
    
    
    
    1,193,646
    
    
    
    13,439
    
    
    
    4.50Nontaxable securities (3)
    
    
    224,155
    
    
    
    2,686
    
    
    
    4.79
    
    
    
    225,537
    
    
    
    2,692
    
    
    
    4.77FHLB Stock
    
    
    53,780
    
    
    
    1,313
    
    
    
    9.77
    
    
    
    75,606
    
    
    
    5
    
    
    
    0.03Securities purchased under agreements to resell
    
    
    66,304
    
    
    
    1,239
    
    
    
    7.47
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    134,479
    
    
    
    1,682
    
    
    
    5.00
    
    
    
    19,439
    
    
    
    226
    
    
    
    4.65Total interest-earning assets
    
    
    7,887,214
    
    
    
    137,892
    
    
    
    6.99
    
    
    
    6,863,467
    
    
    
    104,046
    
    
    
    6.06Noninterest-earning assets
    
    
    393,819
    
    
    
    
    
    
    
    
    
    
    
    258,604
    
    
    
    Total assets
    
    $
    8,281,033
    
    
    $
    137,892
    
    
    
    
    
    
    $
    7,122,071
    
    
    $
    104,046Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,375,736
    
    
    $
    12,055
    
    
    
    3.51
    
    
    $
    1,149,827
    
    
    $
    5,778
    
    
    
    2.01Savings accounts
    
    
    687,193
    
    
    
    2,376
    
    
    
    1.38
    
    
    
    783,867
    
    
    
    2,183
    
    
    
    1.11Time deposits
    
    
    3,700,199
    
    
    
    42,271
    
    
    
    4.57
    
    
    
    3,196,213
    
    
    
    25,449
    
    
    
    3.18Total interest-bearing deposits
    
    
    5,763,128
    
    
    
    56,702
    
    
    
    3.94
    
    
    
    5,129,907
    
    
    
    33,410
    
    
    
    2.61Securities sold under agreements to repurchase
    
    
    214,130
    
    
    
    1,908
    
    
    
    3.56
    
    
    
    
    
    
    
    
    
    
    
    Short-term borrowings and federal funds purchased
    
    
    123,595
    
    
    
    1,523
    
    
    
    4.93
    
    
    
    444,756
    
    
    
    4,062
    
    
    
    3.65Long- term borrowings
    
    
    696,942
    
    
    
    8,540
    
    
    
    4.90
    
    
    
    351,986
    
    
    
    4,491
    
    
    
    5.10Subordinated debentures
    
    
    150,520
    
    
    
    3,095
    
    
    
    8.22
    
    
    
    110,034
    
    
    
    1,967
    
    
    
    7.15Total interest-bearing liabilities
    
    
    6,948,315
    
    
    
    71,768
    
    
    
    4.13
    
    
    
    6,036,683
    
    
    
    43,930
    
    
    
    2.91Noninterest-bearing deposits
    
    
    558,512
    
    
    
    
    
    
    
    
    
    
    
    451,726
    
    
    
    Other noninterest-bearing liabilities
    
    
    114,831
    
    
    
    
    
    
    
    
    
    
    
    95,447
    
    
    
    Stockholders equity
    
    
    659,375
    
    
    
    
    
    
    
    
    
    
    
    538,215
    
    
    
    Total liabilities and stockholders equity
    
    $
    8,281,033
    
    
    $
    71,768
    
    
    
    
    
    
    $
    7,122,071
    
    
    $
    43,930Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    938,899
    
    
    $
    66,124
    
    
    
    2.86
    %
    
    $
    826,784
    
    
    $
    60,116
    
    
    
    3.15
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.35
    %
    
    
    
    
    
    
    
    
    
    
    3.50
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.14
    x
    
    
    
    
    
    
    
    
    
    
    1.14
    xTax equivalent basis:Total interest-earning assets (6)
    
    $
    7,887,214
    
    
    $
    139,338
    
    
    
    7.07
    %
    
    $
    6,863,467
    
    
    $
    105,346
    
    
    
    6.14
    %Total interest-bearing liabilities
    
    
    6,948,315
    
    
    
    71,768
    
    
    
    4.13
    
    
    
    6,036,683
    
    
    
    43,930
    
    
    
    2.91Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    938,899
    
    
    $
    67,570
    
    
    
    2.94
    %
    
    $
    826,784
    
    
    $
    61,416
    
    
    
    3.23
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.43
    %
    
    
    
    
    
    
    
    
    
    
    3.58
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    5,763,128
    
    
    $
    56,702
    
    
    
    3.94
    %
    
    $
    5,129,907
    
    
    $
    33,410
    
    
    
    2.61
    %Noninterest-bearing deposits
    
    
    558,512
    
    
    
    
    
    
    
    
    
    
    
    451,726
    
    
    
    Total deposits
    
    $
    6,321,640
    
    
    $
    56,702
    
    
    
    3.59
    %
    
    $
    5,581,633
    
    
    $
    33,410
    
    
    
    2.39
    %
 
 (1)
    
    Nonaccrual loans are included in the table for computation purposes; however,
interest for such loans is recognized on a cash basis.(2)
    
    Average loans include loans held for sale.(3)
    
    Average yield on investment securities is computed using historical cost balances;
the yield information does not give effect to changes in fair value that are reflected as a
component of stockholders equity.(4)
    
    Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average
interest-earning assets.(6)
    
    Interest income from nontaxable securities has been adjusted to a tax equivalent
basis using a statutory federal income tax rate of 35.0%. Interest income from nontaxable
investment securities calculated on a tax equivalent basis was $4.1 million and $4.0 million
for the three months ended September 30, 2006 and 2005, respectively.  - 28 -




---



##### Table of Contents



Provision for Loan Losses
 Noninterest Income
 Noninterest Expense
 Income Tax Expense
 Nine Months Ended September 30, 2006, Compared to Nine Months Ended September 30, 2005
  - 29 -




---



##### Table of Contents



Net Interest Income and Net Interest Margin
 - 30 -




---



##### Table of Contents



2006
    
    
    2005Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidNontaxable equivalent basis:Interest-earning assetsLoans (1)(2)
    
    $
    6,077,145
    
    
    $
    331,926
    
    
    
    7.28
    %
    
    $
    4,930,204
    
    
    $
    233,544
    
    
    
    6.32
    %Taxable securities (3)
    
    
    1,247,969
    
    
    
    44,895
    
    
    
    4.80
    
    
    
    1,230,578
    
    
    
    41,600
    
    
    
    4.51Nontaxable securities (3)
    
    
    224,898
    
    
    
    8,062
    
    
    
    4.78
    
    
    
    221,063
    
    
    
    7,927
    
    
    
    4.78FHLB Stock
    
    
    48,765
    
    
    
    2,308
    
    
    
    6.31
    
    
    
    65,648
    
    
    
    645
    
    
    
    1.31Securities purchased under agreements to resell
    
    
    22,344
    
    
    
    1,239
    
    
    
    7.39
    
    
    
    
    
    
    
    
    
    
    
    Other
    
    
    110,620
    
    
    
    3,920
    
    
    
    4.72
    
    
    
    46,603
    
    
    
    1,225
    
    
    
    3.50Total interest-earning assets
    
    
    7,731,741
    
    
    
    392,350
    
    
    
    6.77
    
    
    
    6,494,096
    
    
    
    284,941
    
    
    
    5.85Noninterest-earning assets
    
    
    377,070
    
    
    
    
    
    
    
    
    
    
    
    245,959
    
    
    
    Total assets
    
    $
    8,108,811
    
    
    $
    392,350
    
    
    
    
    
    
    $
    6,740,055
    
    
    $
    284,941Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,297,232
    
    
    $
    29,748
    
    
    
    3.06
    
    
    $
    1,057,833
    
    
    $
    13,625
    
    
    
    1.72Savings accounts
    
    
    720,637
    
    
    
    6,767
    
    
    
    1.25
    
    
    
    856,576
    
    
    
    6,906
    
    
    
    1.07Time deposits
    
    
    3,658,284
    
    
    
    114,282
    
    
    
    4.17
    
    
    
    3,035,668
    
    
    
    61,546
    
    
    
    2.70Total interest-bearing deposits
    
    
    5,676,153
    
    
    
    150,797
    
    
    
    3.54
    
    
    
    4,950,077
    
    
    
    82,077
    
    
    
    2.21Securities sold under agreements to repurchase
    
    
    101,831
    
    
    
    2,829
    
    
    
    3.70
    
    
    
    
    
    
    
    
    
    
    
    Short-term borrowings and federal funds purchased
    
    
    246,143
    
    
    
    8,167
    
    
    
    4.42
    
    
    
    275,508
    
    
    
    7,031
    
    
    
    3.40Long- term borrowings
    
    
    654,684
    
    
    
    23,958
    
    
    
    4.88
    
    
    
    354,146
    
    
    
    13,991
    
    
    
    5.27Subordinated debentures
    
    
    149,046
    
    
    
    8,845
    
    
    
    7.91
    
    
    
    127,150
    
    
    
    6,714
    
    
    
    7.04Total interest-bearing liabilities
    
    
    6,827,857
    
    
    
    194,596
    
    
    
    3.80
    
    
    
    5,706,881
    
    
    
    109,813
    
    
    
    2.57Noninterest-bearing deposits
    
    
    533,698
    
    
    
    
    
    
    
    
    
    
    
    432,622
    
    
    
    Other noninterest-bearing liabilities
    
    
    114,485
    
    
    
    
    
    
    
    
    
    
    
    86,278
    
    
    
    Stockholders equity
    
    
    632,771
    
    
    
    
    
    
    
    
    
    
    
    514,274
    
    
    
    Total liabilities and stockholders equity
    
    $
    8,108,811
    
    
    $
    194,596
    
    
    
    
    
    
    $
    6,740,055
    
    
    $
    109,813Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    903,884
    
    
    $
    197,754
    
    
    
    2.97
    %
    
    $
    787,215
    
    
    $
    175,128
    
    
    
    3.28
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.41
    %
    
    
    
    
    
    
    
    
    
    
    3.60
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.13
    x
    
    
    
    
    
    
    
    
    
    
    1.14
    xTax equivalent basis:Total interest-earning assets (6)
    
    $
    7,731,741
    
    
    $
    396,691
    
    
    
    6.84
    %
    
    $
    6,494,096
    
    
    $
    288,822
    
    
    
    5.93
    %Total interest-bearing liabilities
    
    
    6,827,857
    
    
    
    194,596
    
    
    
    3.80
    
    
    
    5,706,881
    
    
    
    109,813
    
    
    
    2.57Net interest-earning assets/net interest
income/net interest rate spread (4)
    
    $
    903,884
    
    
    $
    202,095
    
    
    
    3.04
    %
    
    $
    787,215
    
    
    $
    179,009
    
    
    
    3.36
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.49
    %
    
    
    
    
    
    
    
    
    
    
    3.68
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    5,676,153
    
    
    $
    150,797
    
    
    
    3.54
    %
    
    $
    4,950,077
    
    
    $
    82,077
    
    
    
    2.21
    %Noninterest-bearing deposits
    
    
    533,698
    
    
    
    
    
    
    
    
    
    
    
    432,622
    
    
    
    Total deposits
    
    $
    6,209,851
    
    
    $
    150,797
    
    
    
    3.24
    %
    
    $
    5,382,699
    
    
    $
    82,077
    
    
    
    2.03
    %
 
 (1)
    
    Nonaccrual loans are included in the table for computation purposes; however,
interest for such loans is recognized on a cash basis.(2)
    
    Average loans include loans held for sale.(3)
    
    Average yield on investment securities is computed using historical cost balances;
the yield information does not give effect to changes in fair value that are reflected as a
component of stockholders equity.(4)
    
    Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average
interest-earning assets.(6)
    
    Interest income from nontaxable securities has been adjusted to a tax equivalent
basis using a statutory federal income tax rate of 35.0%. Interest income from nontaxable
investment securities calculated on a tax equivalent basis was $12.4 million and $11.8 million
for the nine months ended September 30, 2006 and 2005, respectively.  - 31 -




---



##### Table of Contents



Provision for Loan Losses
 Noninterest Income
 Noninterest Expense
 Income Tax Expense
 - 32 -




---



##### Table of Contents



BALANCE SHEET ANALYSIS
 Investment Securities
  September 30, 2006
    
    
    December 31, 2005Amortized
    
    
    Market
    
    
    Amortized
    
    
    MarketCost
    
    
    Value
    
    
    Cost
    
    
    ValueInvestment securities available for sale:Trust preferred securities
    
    $
    38,445
    
    
    $
    38,235
    
    
    $
    33,443
    
    
    $
    32,946U.S. Government sponsored enterprises
    
    
    210,895
    
    
    
    206,913
    
    
    
    159,655
    
    
    
    155,185Other
    
    
    10,000
    
    
    
    10,014
    
    
    
    11,012
    
    
    
    10,911Total investment securities available for sale
    
    
    259,340
    
    
    
    255,162
    
    
    
    204,110
    
    
    
    199,042Mortgage-backed securities available for sale:FNMA
    
    
    509,104
    
    
    
    494,225
    
    
    
    355,135
    
    
    
    344,190GNMA
    
    
    83,415
    
    
    
    79,934
    
    
    
    88,184
    
    
    
    85,033FHLMC
    
    
    300,429
    
    
    
    290,318
    
    
    
    302,540
    
    
    
    292,316Other
    
    
    192,473
    
    
    
    188,152
    
    
    
    202,264
    
    
    
    197,143Total mortgage-backed securities available for sale
    
    
    1,085,421
    
    
    
    1,052,629
    
    
    
    948,123
    
    
    
    918,682Total investment and mortgage-backed securities
available for sale
    
    
    1,344,761
    
    
    
    1,307,791
    
    
    
    1,152,233
    
    
    
    1,117,724Investment securities held to maturity:Municipals
    
    
    224,588
    
    
    
    232,202
    
    
    
    225,573
    
    
    
    232,279Mortgage-backed securities held to maturity:FNMA
    
    
    4,417
    
    
    
    4,237
    
    
    
    5,112
    
    
    
    4,923GNMA
    
    
    65,903
    
    
    
    63,980
    
    
    
    77,261
    
    
    
    76,133FHLMC
    
    
    543
    
    
    
    522
    
    
    
    662
    
    
    
    639Total mortgage-backed securities held to maturity
    
    
    70,863
    
    
    
    68,739
    
    
    
    83,035
    
    
    
    81,695Total investment and mortgage-backed securities
held to maturity
    
    
    295,451
    
    
    
    300,941
    
    
    
    308,608
    
    
    
    313,974Total investment and mortgage-backed securities
    
    $
    1,640,212
    
    
    $
    1,608,732
    
    
    $
    1,460,841
    
    
    $
    1,431,698
   - 33 -




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##### Table of Contents



Loans
  September 30,
    
    
    December 31,2006
    
    
    2005Commercial:Secured by real estate  nonresidential
    
    $
    1,974,364
    
    
    $
    2,307,381Secured by real estate  multifamily
    
    
    1,360,624
    
    
    
    1,506,848Construction
    
    
    879,494
    
    
    
    494,841Business
    
    
    1,155,049
    
    
    
    863,935Total commercial
    
    
    5,369,531
    
    
    
    5,173,005Consumer:Residential mortgage (one-to-four family)
    
    
    441,366
    
    
    
    613,988Other
    
    
    55,428
    
    
    
    51,667Total consumer
    
    
    496,794
    
    
    
    665,655Loans held in portfolio (1)
    
    
    5,866,325
    
    
    
    5,838,660Allowance for loan losses
    
    
    (56,630
    )
    
    
    (64,542
    )Loans held in portfolio, net
    
    $
    5,809,695
    
    
    $
    5,774,118
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $8.9 million and $7.4
million at September 30, 2006, and December 31, 2005, respectively.   September 30,
    
    
    December 31,2006
    
    
    2005Commercial:Secured by real estate  nonresidential
    
    $
    120,738
    
    
    $
    154,087Business
    
    
    1,224
    
    
    
    2,653Total commercial
    
    
    121,962
    
    
    
    156,740Consumer:Residential mortgage (one-to-four family)
    
    
    1,078
    
    
    
    Loans held for sale (1)
    
    $
    123,040
    
    
    $
    156,740
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $214,000 and $372,000 at
September 30, 2006, and December 31, 2005, respectively. - 34 -




---



##### Table of Contents



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Loans held for sale:Commercial:Secured by real estate  nonresidential
    
    $
    6,263
    
    
    $
    11,293
    
    
    $
    39,188
    
    
    $
    50,396Secured by real estate  multifamily
    
    
    
    
    
    
    90,989
    
    
    
    
    
    
    
    489,968Total commercial loans
    
    
    6,263
    
    
    
    102,282
    
    
    
    39,188
    
    
    
    540,364Consumer:Residential mortgage (one-to-four family)
    
    
    1,846
    
    
    
    
    
    
    
    3,097
    
    
    
    325Total loans held for sale commitments (1)
    
    
    8,109
    
    
    
    102,282
    
    
    
    42,285
    
    
    
    540,689Loans held in portfolio:Commercial:Secured by real estate  nonresidential
    
    
    211,040
    
    
    
    274,192
    
    
    
    583,092
    
    
    
    858,759Secured by real estate  multifamily
    
    
    30,204
    
    
    
    166,865
    
    
    
    164,440
    
    
    
    411,424Construction
    
    
    301,446
    
    
    
    140,747
    
    
    
    787,304
    
    
    
    449,692Business
    
    
    325,799
    
    
    
    230,708
    
    
    
    888,564
    
    
    
    536,734Total commercial loans
    
    
    868,489
    
    
    
    812,512
    
    
    
    2,423,400
    
    
    
    2,256,609Consumer:Residential mortgage (one-to-four family)
    
    
    24,457
    
    
    
    65,129
    
    
    
    70,817
    
    
    
    153,204Other
    
    
    7,832
    
    
    
    10,382
    
    
    
    24,377
    
    
    
    30,730Total consumer loans
    
    
    32,289
    
    
    
    75,511
    
    
    
    95,194
    
    
    
    183,934Total loans held in portfolio commitments (1)
    
    
    900,778
    
    
    
    888,023
    
    
    
    2,518,594
    
    
    
    2,440,543Total loan commitments (1)
    
    $
    908,887
    
    
    $
    990,305
    
    
    $
    2,560,879
    
    
    $
    2,981,232
 
 (1)
    
    Excludes commitments related to loan participations. - 35 -




---



##### Table of Contents



IntermediateAdjustable
    
    
    Fixed
    
    
    Fixed
    
    
    TotalCommercial:Secured by real estate  nonresidential
    
    $
    818,931
    
    
    $
    429,218
    
    
    $
    731,980
    
    
    $
    1,980,129Secured by real estate  multifamily
    
    
    353,401
    
    
    
    857,122
    
    
    
    146,894
    
    
    
    1,357,417Construction
    
    
    819,256
    
    
    
    
    
    
    
    66,031
    
    
    
    885,287Business
    
    
    1,032,155
    
    
    
    2,349
    
    
    
    120,941
    
    
    
    1,155,445Total commercial
    
    
    3,023,743
    
    
    
    1,288,689
    
    
    
    1,065,846
    
    
    
    5,378,278Consumer:Residential mortgage (one-to-four family)
    
    
    64,207
    
    
    
    216,252
    
    
    
    161,018
    
    
    
    441,477Other
    
    
    49,927
    
    
    
    
    
    
    
    5,501
    
    
    
    55,428Total consumer
    
    
    114,134
    
    
    
    216,252
    
    
    
    166,519
    
    
    
    496,905Gross loans held in portfolio (1)
    
    $
    3,137,877
    
    
    $
    1,504,941
    
    
    $
    1,232,365
    
    
    $
    5,875,183
 
 (1)
    
    Amounts do not reflect net deferred loan fees of $8.9 million at September 30, 2006. Deposits
  September 30, 2006
    
    
    December 31, 2005Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    RateNOW, checking and money market accounts
    
    $
    1,957,365
    
    
    
    2.27
    %
    
    $
    1,784,065
    
    
    
    1.65
    %Savings accounts
    
    
    903,768
    
    
    
    2.09
    
    
    
    946,714
    
    
    
    1.85Time deposits:Less than $100,000
    
    
    1,202,329
    
    
    
    4.34
    
    
    
    1,203,001
    
    
    
    2.69$100,000 or greater
    
    
    2,318,030
    
    
    
    4.79
    
    
    
    2,330,389
    
    
    
    3.98Total time deposits
    
    
    3,520,359
    
    
    
    4.64
    
    
    
    3,533,390
    
    
    
    3.54Total deposits
    
    $
    6,381,492
    
    
    
    3.55
    %
    
    $
    6,264,169
    
    
    
    2.75
    %
  - 36 -




---



##### Table of Contents



Borrowings
  September 30,
    
    December 31,2006
    
    2005Securities sold under agreements to repurchase:Average balance outstanding
    
    $
    101,832
    
    
    $
    Maximum amount outstanding at any month end period
    
    
    300,000
    
    
    
    Balance outstanding at end of period
    
    
    300,000
    
    
    
    Weighted average interest rate during the period
    
    
    3.70
    %
    
    
    
    %Weighted average interest rate at end of period
    
    
    3.15
    %
    
    
    
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    8.4
    
    
    
    Short-term borrowings:FHLB of San Francisco and Seattle advances and other short-term borrowings:Average balance outstanding
    
    $
    245,333
    
    
    $
    301,400Maximum amount outstanding at any month end period
    
    
    482,317
    
    
    
    566,169Balance outstanding at end of period
    
    
    9,787
    
    
    
    279,425Weighted average interest rate during the period
    
    
    4.41
    %
    
    
    3.51
    %Weighted average interest rate at end of period
    
    
    4.15
    %
    
    
    4.09
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    
    
    
    
    Long-term borrowings:FHLB of San Francisco, Seattle and Boston advances:Average balance outstanding
    
    $
    654,684
    
    
    $
    361,677Maximum amount outstanding at any month end period
    
    
    731,225
    
    
    
    562,033Balance outstanding at end of period
    
    
    731,225
    
    
    
    562,033Weighted average interest rate during the period
    
    
    4.88
    %
    
    
    5.15
    %Weighted average interest rate at end of period
    
    
    4.81
    %
    
    
    4.76
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    5.1
    
    
    
    5.2
  Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities
 - 37 -




---



##### Table of Contents



Subordinated Debentures
  - 38 -




---



##### Table of Contents



RISK ELEMENTS
   
    
    Enterprise Risk Management Committee, which reviews credit, operational, market and liquidity risk.
 
    
    Credit Risk Management Committee, which reviews credit policies, products, and problem assets risk.
 
    
    Market Risk Management Committee, which reviews securities, loans and borrowings to assess yield, market and interest
rate risk.
 
    
    Operational Risk Management Committee, which reviews those risks not covered by the Credit Risk Management and the
Market Risk Management Committees.
  Credit Risk Management
    - 39 -




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##### Table of Contents



September 30, 2006
    
    
    December 31, 2005Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    1,974,364
    
    
    
    33.66
    
    
    $
    2,307,381
    
    
    
    39.52Secured by real estate  multifamily
    
    
    1,360,624
    
    
    
    23.19
    
    
    
    1,506,848
    
    
    
    25.81Construction
    
    
    879,494
    
    
    
    15.00
    
    
    
    494,841
    
    
    
    8.47Business
    
    
    1,155,049
    
    
    
    19.69
    
    
    
    863,935
    
    
    
    14.80Total commercial
    
    
    5,369,531
    
    
    
    91.54
    
    
    
    5,173,005
    
    
    
    88.60Consumer:Residential mortgage (one-to-four family)
    
    
    441,366
    
    
    
    7.52
    
    
    
    613,988
    
    
    
    10.52Other
    
    
    55,428
    
    
    
    0.94
    
    
    
    51,667
    
    
    
    0.88Total consumer
    
    
    496,794
    
    
    
    8.46
    
    
    
    665,655
    
    
    
    11.40Loans held in portfolio (1)
    
    $
    5,866,325
    
    
    
    100.00
    
    
    $
    5,838,660
    
    
    
    100.00
 
 (1)
    
    Amounts reflect net unamortized deferred loan fees of $8.9 million and $7.4
million at September 30, 2006, and December 31, 2005, respectively.   Nonperforming Assets
  - 40 -




---



##### Table of Contents



September 30,
    
    
    December 31,2006
    
    
    2005Commercial loans:Secured by real estate  nonresidential
    
    $
    5,679
    
    
    $
    12,792Business
    
    
    4,177
    
    
    
    5,903Total commercial loans
    
    
    9,856
    
    
    
    18,695Consumer loans:Residential mortgage (one-to-four family)
    
    
    373
    
    
    
    388Other
    
    
    
    
    
    
    50Total consumer loans
    
    
    373
    
    
    
    438Total nonaccrual loans
    
    
    10,229
    
    
    
    19,133Other real estate owned (OREO)
    
    
    
    
    
    
    Total nonperforming assets
    
    $
    10,299
    
    
    $
    19,133Nonperforming assets to total assets
    
    
    0.12
    %
    
    
    0.24
    %Nonaccrual loans to total loans
    
    
    0.17
    
    
    
    0.32Nonperforming assets to total loans and OREO
    
    
    0.17
    
    
    
    0.32Total loans
    
    $
    5,989,365
    
    
    $
    5,995,400Gross income not recognized on nonaccrual loans
    
    
    698
    
    
    
    790Accruing loans contractually past due 90 days or more
    
    
    4,574
    
    
    
    5,374Loans classified as troubled debt restructurings and not included above
    
    
    8,655
    
    
    
    10,827
      - 41 -




---



##### Table of Contents



Allowances for Credit Losses
 Allowance for Loan Losses
      - 42 -




---



##### Table of Contents



Three Months Ended September 30,
    
    
    Nine Months Ended September 30,2006
    
    
    2005
    
    
    2006
    
    
    2005Balance at beginning of period:Allowance for loan losses
    
    $
    59,035
    
    
    $
    58,508
    
    
    $
    64,542
    
    
    $
    56,472Allowance for losses  unfunded commitments
    
    
    5,224
    
    
    
    4,807
    
    
    
    3,402
    
    
    
    3,940Total allowance for losses at beginning of year
    
    
    64,259
    
    
    
    63,315
    
    
    
    67,944
    
    
    
    60,412Provision for (recovery of) loan losses
    
    
    936
    
    
    
    (105
    )
    
    
    2,492
    
    
    
    2,860Charge-offs:Commercial:Secured by real estate  nonresidential
    
    
    (340
    )
    
    
    
    
    
    
    (792
    )
    
    
    Business
    
    
    (2,162
    )
    
    
    (72
    )
    
    
    (7,143
    )
    
    
    (209
    )Total commercial
    
    
    (2,502
    )
    
    
    (72
    )
    
    
    (7,935
    )
    
    
    (209
    )Consumer:Other
    
    
    (5
    )
    
    
    (26
    )
    
    
    (55
    )
    
    
    (26
    )Total charge-offs
    
    
    (2,507
    )
    
    
    (98
    )
    
    
    (7,990
    )
    
    
    (235
    )Recoveries:Commercial:Secured by real estate  nonresidential
    
    
    
    
    
    
    
    
    
    
    128
    
    
    
    Business
    
    
    152
    
    
    
    4
    
    
    
    252
    
    
    
    61Total commercial
    
    
    152
    
    
    
    4
    
    
    
    380
    
    
    
    61Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    33
    
    
    
    
    
    
    
    33Other
    
    
    18
    
    
    
    1
    
    
    
    32
    
    
    
    19Total consumer
    
    
    18
    
    
    
    34
    
    
    
    32
    
    
    
    52Total recoveries
    
    
    170
    
    
    
    38
    
    
    
    412
    
    
    
    113Net charge-offs
    
    
    (2,337
    )
    
    
    (60
    )
    
    
    (7,578
    )
    
    
    (122
    )Total allowance for losses at end of period
    
    $
    62,858
    
    
    $
    63,150
    
    
    $
    62,858
    
    
    $
    63,150Allowance for loan losses
    
    $
    56,630
    
    
    $
    57,501
    
    
    $
    56,630
    
    
    $
    57,501Allowance for losses  unfunded commitments
    
    
    6,228
    
    
    
    5,649
    
    
    
    6,228
    
    
    
    5,649Total allowance for losses at end of period
    
    $
    62,858
    
    
    $
    63,150
    
    
    $
    62,858
    
    
    $
    63,150Allowance for loan losses to loans held in portfolio
    
    
    0.97
    %
    
    
    1.10
    %
    
    
    0.97
    %
    
    
    1.10
    %Net charge-offs to average loans outstanding (1)
    
    
    0.15
    
    
    
    
    
    
    
    0.17
    
    
    
    
 
 (1)
    
    Average loans balance includes loans held for sale.   - 43 -




---



##### Table of Contents



Allowance for Unfunded Commitments
 Operational Risk Management
    Interest Rate and Market Risk Management
     - 44 -




---



##### Table of Contents



Liquidity Risk Management
 Liquidity Management
    - 45 -




---



##### Table of Contents



- 46 -




---



##### Table of Contents



CAPITAL MANAGEMENT
   September 30,
    
    December 31,2006
    
    2005United Commercial Bank:Tier 1 leverage
    
    
    8.70
    %
    
    
    8.26
    %Tier 1 risk-based capital
    
    
    10.56
    
    
    
    9.91Total risk-based capital
    
    
    11.50
    
    
    
    10.98UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage
    
    
    8.88
    %
    
    
    8.56
    %Tier 1 risk-based capital
    
    
    10.78
    
    
    
    10.26Total risk-based capital
    
    
    11.71
    
    
    
    11.33
  - 47 -




---



##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
 Background of the Restatement
  Statement of Cash
Flows-Exemption of Certain Enterprises and Classification of Cash Flows from Certain Securities
Acquired for Resale
 Disclosure Controls and Procedures
   Changes in Internal Control Over Financial Reporting
  - 48 -




---



##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
    
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  - 49 -




---



##### Table of Contents



Item 6. Exhibits
 Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCBH Merger Sub, Inc., a wholly owned
subsidiary of Buyer, and Pacifica
Bancorp, Inc. dated May 23, 2005
    
    10-Q
    
    000-24947
    
    
    2.1
    
    
    August 9, 20052.2
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Asian
American Bank & Trust Company dated
August 2, 2005
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9, 20052.3
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly
owned subsidiary of Buyer, and Great
Eastern Bank dated October 13, 2005
    
    S-4
    
    000-24947
    
    
    2.1
    
    
    December 12,
20052.4
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCB Merger, LLC, a wholly owned
subsidiary of Buyer, and Summit Bank
Corporation dated September 18, 2006
    
    
    
    
    
    
    
    
    
    
    

ü3.1
    
    Second Amended and Restated
Certificate of Incorporation of UCBH
Holdings, Inc.
    
    10-Q
    
    000-24947
    
    
    3.1
    
    
    May 10, 20043.2
    
    Amended and Restated Bylaws of UCBH
Holdings, Inc., as amended and
restated
    
    10-Q
    
    000-24947
    
    
    3.2
    
    
    May 10, 20043.3
    
    Certificate of Designation,
Preferences and Rights of Series A
Participating Preferred Stock (filed
as Exhibit A to Exhibit 4.7 hereto)
    
    8-K
    
    000-24947
    
    
    1
    
    
    January 29, 20034.0
    
    Form of Stock Certificate of UCBH
Holdings, Inc.
    
    S-1
    
    333-58325
    
    
    4.0
    
    
    July 1, 19984.1
    
    Indenture of UCBH Holdings, Inc.,
dated April 17, 1998, between UCBH
Holdings, Inc. and Wilmington Trust
Company, as trustee
    
    S-4
    
    333-58335
    
    
    4.1
    
    
    July 1, 19984.2
    
    Form of Certificate of Series B
Junior Subordinated Debenture
    
    S-4
    
    333-58335
    
    
    4.2
    
    
    July 1, 19984.3
    
    Certificate of Trust of UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.3
    
    
    July 1, 19984.4
    
    Amended and Restated Declaration of
Trust of UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.4
    
    
    July 1, 19984.5
    
    Form of Series B Capital Security
Certificate for UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.5
    
    
    July 1, 1998
 - 50 -




---



##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith4.6
    
    Form of Series B Guarantee of the
Company relating to the Series B
Capital Securities
    
    S-4
    
    333-58335
    
    
    4.6
    
    
    July 1, 19984.7
    
    Rights Agreement dated as of January
28, 2003
    
    8-K
    
    000-24947
    
    
    1
    
    
    January 29, 20034.8
    
    Indenture of UCBH Holdings, Inc.,
dated September 22, 2005, between
UCBH Holdings, Inc. and Wilmington
Trust Company, as trustee
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9, 200510.1
    
    Employment Agreement between UCBH
Holdings, Inc., United Commercial
Bank and Thomas S. Wu
    
    10-Q
    
    000-24947
    
    
    10.1
    
    
    November 9, 200410.2
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Jonathan H.
Downing
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    June 13, 200510.3
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Sylvia Loh as
well as certain other Executive Vice
Presidents of UCBH Holdings, Inc. or
United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.3
    
    
    November 9, 200410.4
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Ka Wah (Tony)
Tsui as well as certain other Senior
Vice Presidents of UCBH Holdings,
Inc. or United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.4
    
    
    November 9, 200410.5
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Daniel Gautsch
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 8, 200510.6
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Dennis Wu
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 13, 200510.7
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and certain Senior
Vice Presidents of UCBH Holdings,
Inc. or United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.1
    
    
    April 27, 200610.8
    
    UCBH Holdings, Inc. 2006 Equity
Incentive Plan, (formerly known as
UCBH Holdings, Inc. 1998 Stock Option
Plan)
    
    10-Q
    
    000-24947
    
    
    10.8
    
    
    August 9, 200610.9
    
    UCBH Holdings, Inc. Senior Executive
Annual Incentive Plan
    
    10-Q
    
    000-24947
    
    
    10.9
    
    
    August 9, 2006
 - 51 -




---



##### Table of Contents



Index to Exhibits
 Exhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith10.10
    
    Executive Deferred Compensation Plan,
as amended
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    December 20,
200510.11
    
    Director Deferred Compensation Plan
    
    10-K
    
    000-24947
    
    
    10.7
    
    
    March 17, 200510.12
    
    Form of Indemnification Agreement of
UCBH Holdings, Inc.
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    May 18, 200610.13
    
    Form of Indemnification Agreement of
United Commercial Bank.
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    May 18, 200614.1
    
    Code of Conduct, as amended on August
14, 2004.
    
    8-K
    
    000-24947
    
    
    14.1
    
    
    September 1,
200421.0
    
    Subsidiaries of UCBH Holdings, Inc.
    
    10-K
    
    000-24947
    
    
    21.0
    
    
    March 16, 200631.1
    
    Certificate pursuant to Rule
13a-14(a) of the Securities Exchange
Act, as amended, signed and dated by
Thomas S. Wu.
    
    
    
    
    
    
    
    
    
    
    
    ü31.2
    
    Certificate pursuant to Rule
13a-14(a) of the Securities Exchange
Act, as amended, signed and dated by
Dennis Wu.
    
    
    
    
    
    
    
    
    
    
    
    ü32.0
    
    Certificate pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002, signed and dated by Thomas
S. Wu and Dennis Wu.
    
    
    
    
    
    
    
    
    
    
    
    
    (1
    )
 
 (1)
    
    Furnished herewith - 52 -




---



##### Table of Contents



SIGNATURES
  UCBH HOLDINGS, INC.Date: November 14, 2006
    
    /s/ Thomas S. WuThomas S. WuChairman, President andChief Executive Officer(Principal Executive Officer)Date: November 14, 2006
    
    /s/ Dennis WuDennis WuDirector, Executive Vice President andChief Financial Officer(Principal Financial and Accounting Officer)
 - 53 -