##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 10-Q

|    |  |                                                                                        
|--- |  | ---------------------------------------------------------------------------------------
|[X] |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934



|For the quarterly period
ended |  | September 30,
2001
|------------------------------ |  | ------------------

OR

|     |  |                                                                                         
|---- |  | ----------------------------------------------------------------------------------------
|[  ] |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934

For the transition period fromto
Commission file number
0-24947

UCBH Holdings, Inc.

---

(Exact name of registrant as specified in its charter)


|                                                               |  |                                     
|-------------------------------------------------------------- |  | ------------------------------------
|Delaware                                                       |  | 94-3072450                          
|                                                               |  |                                     
|(State or other jurisdiction of incorporation
or organization) |  | (I.R.S. Employer
Identification No.)

711 Van Ness Avenue, San Francisco, California 94102

---

(Address of principal executive offices)           (Zip Code)


(415) 928-0700

---

(Registrants telephone number, including area code)




---

(Former name, former address and former fiscal year, if changed since last report)


Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.

Yes  [X]  No  [   ]

APPLICABLE ONLY TO CORPORATE ISSUERS:

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



As of November 2, 2001, the
Registrant had 19,356,065 shares of common stock
outstanding.




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TABLE OF CONTENTS



|                               |                                                                                               |                                            |  |  |  |  |  | 
|------------------------------ | --------------------------------------------------------------------------------------------- | ------------------------------------------ |  |  |  |  |  | 
|PART I  FINANCIAL INFORMATION
|                               | ITEM 1. FINANCIAL STATEMENTS                                                                 
|                               |                                                                                               | NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|                               | ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|                               | ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                           
|PART II- OTHER INFORMATION    
|                               | Item 1. Legal Proceedings                                                                    
|                               | Item 2. Changes in 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                                                                    
|                               | Item 6. Exhibits and Reports on Form 8-K                                                     
|SIGNATURES                    



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##### Table of Contents



UCBH HOLDINGS, INC.
TABLE OF CONTENTS

|                               |                                                                                    |                                            |    |     |      | 
|------------------------------ | ---------------------------------------------------------------------------------- | ------------------------------------------ | -- | --- | ---- | 
|PART I  FINANCIAL INFORMATION |                                                                                    |                                            |    |    
|                               | Item 1. Financial Statements                                                       |                                            |    | 1-3 |     
|                               |                                                                                    | Notes to Consolidated Financial Statements |    |     | 4-5  | 
|                               | Item 2. Managements Discussion and Analysis of
Financial Condition and Results of
|                               |                                                                                    | Operations                                 |    |     | 5-15 | 
|                               | Item 3. Quantitative and Qualitative Disclosures About Market Risk                 |                                            |    | 15  |     
|PART II  OTHER INFORMATION    |                                                                                    |                                            |    |    
|                               | Item 1. Legal Proceedings                                                          |                                            |    | 16  |     
|                               | Item 2. Changes in Securities and Use of Proceeds                                  |                                            |    | 16  |     
|                               | Item 3. Defaults Upon Senior Securities                                            |                                            |    | 16  |     
|                               | Item 4. Submission of Matters to a Vote of Security Holders                        |                                            |    | 16  |     
|                               | Item 5. Other Information                                                          |                                            |    | 16  |     
|                               | Item 6. Exhibits and Reports on Form 8-K                                           |                                            |    | 16  |     
|SIGNATURES                     |                                                                                    |                                            | 17 |    





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##### Table of Contents






PART I  FINANCIAL INFORMATION




ITEM 1. FINANCIAL STATEMENTS

UCBH HOLDINGS, INC.
CONSOLIDATED BALANCE SHEETS
(Dollars in Thousands)

|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |           | 
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------- | - | ---------------- | --------- | --------------- | - | --------- | --------- | 
|                                                                                                                                                                                                                                |                                                          |   | At September 30, |           | At December 31,
|                                                                                                                                                                                                                                |                                                          |   | 2001             |           | 2000           
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                
|                                                                                                                                                                                                                                |                                                          |   | (unaudited)      |           |                 |   |          
|Assets                                                                                                                                                                                                                          |                                                          |   |                  |           |                 |   |           |          
|Cash and due from banks                                                                                                                                                                                                         |                                                          | $ | 24,679           |           |                 | $ | 37,743    |          
|Federal funds sold                                                                                                                                                                                                              |                                                          |   |                 |           |                 |   | 470       |          
|Investment and mortgage-backed securities available for sale, at
fair value                                                                                                                                                     |                                                          |   | 557,654          |           |                 |   | 326,154   |          
|Investment
and mortgage-backed securities, at cost (fair value $51,831                                                                                                                                                          |                                                          |   |                  |           |                 |   |           |          
|                                                                                                                                                                                                                                | at September 30, 2001 and $155,981 at December 31, 2000) |   |                  | 51,474    |                 |   |           | 161,086   | 
|Federal Home Loan Bank Stock                                                                                                                                                                                                    |                                                          |   | 22,770           |           |                 |   | 20,517    |          
|Loans                                                                                                                                                                                                                           |                                                          |   | 2,149,430        |           |                 |   | 1,931,822 |          
|Allowance for loan losses                                                                                                                                                                                                       |                                                          |   | (32,799          | )         |                 |   | (28,901   | )        
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|Net loans                                                                                                                                                                                                                       |                                                          |   | 2,116,631        |           |                 |   | 1,902,921 |          
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|Accrued interest receivable                                                                                                                                                                                                     |                                                          |   | 17,039           |           |                 |   | 16,913    |          
|Premises and equipment, net                                                                                                                                                                                                     |                                                          |   | 19,707           |           |                 |   | 20,175    |          
|Other assets                                                                                                                                                                                                                    |                                                          |   | 13,802           |           |                 |   | 16,140    |          
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|                                                                                                                                                                                                                                | Total assets                                             |   | $                | 2,823,756 |                 |   | $         | 2,502,119 | 
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|Liabilities                                                                                                                                                                                                                     |                                                          |   |                  |           |                 |   |           |          
|Deposits                                                                                                                                                                                                                        |                                                          | $ | 2,371,161        |           |                 | $ | 2,064,019 |          
|Borrowings                                                                                                                                                                                                                      |                                                          |   | 238,000          |           |                 |   | 260,558   |          
|Guaranteed preferred beneficial interests in junior subordinated
debentures                                                                                                                                                     |                                                          |   | 30,000           |           |                 |   | 30,000    |          
|Accrued interest payable                                                                                                                                                                                                        |                                                          |   | 5,191            |           |                 |   | 5,148     |          
|Other liabilities                                                                                                                                                                                                               |                                                          |   | 9,910            |           |                 |   | 8,749     |          
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|                                                                                                                                                                                                                                | Total liabilities                                        |   |                  | 2,654,262 |                 |   |           | 2,368,474 | 
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|Commitments and contingencies                                                                                                                                                                                                   |                                                          |   |                 |           |                 |   |          |          
|                                                                                                                                                                                                                               
|Stockholders Equity                                                                                                                                                                                                            |                                                          |   |                  |           |                 |   |           |          
|Preferred stock, $.01 par value, authorized 10,000,000 shares,
none issued and outstanding                                                                                                                                      |                                                          |   |                 |           |                 |   |          |          
|Common stock, $.01 par value, authorized 90,000,000 shares at
September 30, 2001 and
25,000,000 shares at December 31, 2000, shares issued and
outstanding 19,344,115
at September 30, 2001 and 18,749,608 at December 31, 2000 |                                                          |   | 193              |           |                 |   | 94        |          
|Additional paid-in capital                                                                                                                                                                                                      |                                                          |   | 66,412           |           |                 |   | 60,366    |          
|Accumulated other comprehensive income                                                                                                                                                                                          |                                                          |   | (4,151           | )         |                 |   | (13,019   | )        
|Retained earnings-substantially restricted                                                                                                                                                                                      |                                                          |   | 107,040          |           |                 |   | 86,204    |          
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|                                                                                                                                                                                                                                | Total stockholders equity                               |   |                  | 169,494   |                 |   |           | 133,645   | 
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          
|                                                                                                                                                                                                                                | Total liabilities and stockholders equity               |   | $                | 2,823,756 |                 |   | $         | 2,502,119 | 
|                                                                                                                                                                                                                                |                                                          |   |                  |           |                 |   |           |          

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

Page 1



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##### Table of Contents



UCBH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited: Dollars in Thousands, Except for Per Share Data)

|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |         |         |        | 
|---------------------------- | --------------------------------------------------------------------------- | --------------------------------------------------- | ------------------------- | ------ | -------------------------- | ------ | ------------------------- | ------ | ------ | ------ | ------ | ------- | ------- | ------ | ------ | ------- | ------- | ------ | 
|                             |                                                                             |                                                     |                           |        | For the Three Months Ended |        | For the Nine Months Ended
|                             |                                                                             |                                                     |                           |        | September 30,              |        | September 30,            
|                             |                                                                             |                                                     |                           |        |                            |        |                          
|                             |                                                                             |                                                     |                           |        | 2001                       |        | 2000                      |        | 2001   |        | 2000  
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |       
|Interest income:             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             | Loans                                                                       |                                                     | $                         | 41,338 |                            |        | $                         | 39,342 |        |        | $      | 124,776 |         |        | $      | 111,359 |        
|                             | Funds sold and securities purchased under
agreements to resell              |                                                     |                           | 349    |                            |        |                           | 12     |        |        |        | 1,101   |         |        |        | 22      |        
|                             | Investment and mortgage-backed securities                                   |                                                     |                           | 9,628  |                            |        |                           | 8,820  |        |        |        | 27,827  |         |        |        | 25,686  |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             | Total interest income                               |                           |        | 51,315                     |        |                           |        | 48,174 |        |        |         | 153,704 |        |        |         | 137,067 |       
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Interest expense:            |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             | Deposits                                                                    |                                                     |                           | 21,786 |                            |        |                           | 20,438 |        |        |        | 68,920  |         |        |        | 54,055  |        
|                             | Short-term borrowings                                                       |                                                     |                           | 141    |                            |        |                           | 2,796  |        |        |        | 772     |         |        |        | 9,941   |        
|                             | Guaranteed preferred beneficial
interests in junior
subordinated debentures |                                                     |                           | 703    |                            |        |                           | 703    |        |        |        | 2,109   |         |        |        | 2,109   |        
|                             | Long-term borrowings                                                        |                                                     |                           | 3,318  |                            |        |                           | 3,231  |        |        |        | 9,845   |         |        |        | 9,622   |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             | Total interest expense                              |                           |        | 25,948                     |        |                           |        | 27,168 |        |        |         | 81,646  |        |        |         | 75,727  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             | Net interest income                                 |                           |        | 25,367                     |        |                           |        | 21,006 |        |        |         | 72,058  |        |        |         | 61,340  |       
|Provision for loan losses    |                                                                             |                                                     | 2,084                     |        |                            |        | 2,862                     |        |        |        | 3,789  |         |         |        | 6,568  |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             | Net interest income after provision
for loan losses |                           |        | 23,283                     |        |                           |        | 18,144 |        |        |         | 68,269  |        |        |         | 54,772  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Noninterest income:          |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             | Commercial banking fees                                                     |                                                     |                           | 882    |                            |        |                           | 679    |        |        |        | 2,442   |         |        |        | 1,810   |        
|                             | Service charges on deposit accounts                                         |                                                     |                           | 344    |                            |        |                           | 237    |        |        |        | 960     |         |        |        | 757     |        
|                             | Gain on sale of loans, securities and
servicing rights                      |                                                     |                           | 569    |                            |        |                           | 239    |        |        |        | 1,311   |         |        |        | 676     |        
|                             | Miscellaneous                                                               |                                                     |                           | 58     |                            |        |                           | 76     |        |        |        | 94      |         |        |        | 169     |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             | Total noninterest income                            |                           |        | 1,853                      |        |                           |        | 1,231  |        |        |         | 4,807   |        |        |         | 3,412   |       
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Noninterest expense:         |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             | Personnel                                                                   |                                                     |                           | 5,920  |                            |        |                           | 5,021  |        |        |        | 18,586  |         |        |        | 15,025  |        
|                             | Occupancy                                                                   |                                                     |                           | 1,361  |                            |        |                           | 1,314  |        |        |        | 3,917   |         |        |        | 3,652   |        
|                             | Data processing                                                             |                                                     |                           | 704    |                            |        |                           | 581    |        |        |        | 2,140   |         |        |        | 1,664   |        
|                             | Furniture and equipment                                                     |                                                     |                           | 710    |                            |        |                           | 565    |        |        |        | 1,952   |         |        |        | 1,666   |        
|                             | Professional fees and contracted
services                                   |                                                     |                           | 971    |                            |        |                           | 552    |        |        |        | 2,576   |         |        |        | 1,637   |        
|                             | Deposit insurance                                                           |                                                     |                           | 101    |                            |        |                           | 85     |        |        |        | 289     |         |        |        | 257     |        
|                             | Communication                                                               |                                                     |                           | 146    |                            |        |                           | 101    |        |        |        | 437     |         |        |        | 345     |        
|                             | Foreclosed assets                                                           |                                                     |                           |       |                            |        |                           | (8     | )      |        |        | 3       |         |        |        | 43      |        
|                             | Miscellaneous                                                               |                                                     |                           | 2,225  |                            |        |                           | 1,888  |        |        |        | 6,165   |         |        |        | 5,381   |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             |                                                     | Total noninterest expense |        |                            | 12,138 |                           |        |        | 10,099 |        |         |         | 36,065 |        |         |         | 29,670 | 
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Income before taxes          |                                                                             |                                                     | 12,998                    |        |                            |        | 9,276                     |        |        |        | 37,011 |         |         |        | 28,514 |        
|Income tax expense           |                                                                             |                                                     | 5,200                     |        |                            |        | 3,048                     |        |        |        | 14,756 |         |         |        | 10,844 |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|                             |                                                                             | Net income                                          |                           | $      | 7,798                      |        |                           | $      | 6,228  |        |        | $       | 22,255  |        |        | $       | 17,670  |       
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Basic earnings per share     |                                                                             | $                                                   | 0.41                      |        |                            | $      | 0.33                      |        |        | $      | 1.17   |         |         | $      | 0.94   |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Diluted earnings per share   |                                                                             | $                                                   | 0.39                      |        |                            | $      | 0.32                      |        |        | $      | 1.12   |         |         | $      | 0.91   |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        
|Dividends declared per share |                                                                             | $                                                   | 0.04                      |        |                            | $      | 0.03                      |        |        | $      | 0.12   |         |         | $      | 0.08   |        
|                             |                                                                             |                                                     |                           |        |                            |        |                           |        |        |        |        |         |         |        |        |        

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

Page 2



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##### Table of Contents



UCBH HOLDINGS, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited: Dollars in Thousands)

|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |          |         |          |        | 
|-------------------------------------------------------------------- | -------------------------------------------------------------------------------------------- | ----------------------------------------- | ------------------------------------------------------- | ----------------------------------------- | ------- | ------------------------- | ------ | -------- | ------- | -------- | ------ | 
|                                                                     |                                                                                              |                                           |                                                         |                                           |         | For the Nine Months Ended
|                                                                     |                                                                                              |                                           |                                                         |                                           |         | September 30,            
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                          
|                                                                     |                                                                                              |                                           |                                                         |                                           |         | 2001                      |        | 2000    
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|Operating activities:                                                |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     | Net income                                                                                   |                                           | $                                                       | 22,255                                    |         |                           | $      | 17,670   |        
|                                                                     | Adjustments to reconcile net income to net cash provided by (used for)
operating activities: |                                           |                                                         |                                           |         |                           |        |          |        
|                                                                     |                                                                                              |                                           | Provision for loan losses                               |                                           |         | 3,789                     |        |          |         | 6,568    |       
|                                                                     |                                                                                              |                                           | Increase in accrued interest receivable                 |                                           |         | (126                      | )      |          |         | (1,565   | )     
|                                                                     |                                                                                              |                                           | Depreciation and amortization of premises and equipment |                                           |         | 1,930                     |        |          |         | 1,912    |       
|                                                                     |                                                                                              |                                           | (Increase) decrease in other assets                     |                                           |         | (4,459                    | )      |          |         | 5,930    |       
|                                                                     |                                                                                              |                                           | Increase (decrease) in other liabilities                |                                           |         | 3,251                     |        |          |         | (6,874   | )     
|                                                                     |                                                                                              |                                           | Increase in accrued interest payable                    |                                           |         | 43                        |        |          |         | 1,943    |       
|                                                                     |                                                                                              |                                           | Gain on sale of loans, securities and other assets      |                                           |         | (1,311                    | )      |          |         | (676     | )     
|                                                                     |                                                                                              |                                           | Other, net                                              |                                           |         | 489                       |        |          |         | 500      |       
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     |                                                                                              |                                           |                                                         | Net cash provided by operating activities |         |                           | 25,861 |          |         |          | 25,408 | 
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|Investing activities:                                                |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     | Investments and mortgage-backed securities, available for sale:                              |                                           |                                                         |                                           |         |                           |        |          |        
|                                                                     |                                                                                              |                                           | Principal payments and maturities                       |                                           |         | 127,848                   |        |          |         | 22,297   |       
|                                                                     |                                                                                              |                                           | Purchases                                               |                                           |         | (278,038                  | )      |          |         | (3,348   | )     
|                                                                     |                                                                                              |                                           | Sales                                                   |                                           |         | 102,506                   |        |          |         | 2,321    |       
|                                                                     | Investments and mortgage-backed securities, held to maturity:                                |                                           |                                                         |                                           |         |                           |        |          |        
|                                                                     |                                                                                              |                                           | Principal payments and maturities                       |                                           |         | 1,783                     |        |          |         | 29,571   |       
|                                                                     |                                                                                              |                                           | Purchases                                               |                                           |         | (9,962                    | )      |          |         | (1,636   | )     
|                                                                     | Loans originated and purchased, net of principal collections                                 |                                           |                                                         | (307,154                                  | )       |                           |        | (191,372 | )      
|                                                                     | Proceeds from sale of loans                                                                  |                                           |                                                         | 37,488                                    |         |                           |        | 12,478   |        
|                                                                     | Purchases of premises and equipment                                                          |                                           |                                                         | (1,201                                    | )       |                           |        | (923     | )      
|                                                                     | Proceeds from sale of other assets                                                           |                                           |                                                         | 115                                       |         |                           |        | 221      |        
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     |                                                                                              |                                           | Net cash used in investing activities                   |                                           |         | (326,615                  | )      |          |         | (130,391 | )     
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|Financing activities:                                                |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     | Net increase in demand deposits, NOW, money market and savings accounts                      |                                           |                                                         | 181,714                                   |         |                           |        | 138,319  |        
|                                                                     | Net increase in time deposits                                                                |                                           |                                                         | 125,428                                   |         |                           |        | 80,697   |        
|                                                                     | Net decrease in borrowings                                                                   |                                           |                                                         | (22,558                                   | )       |                           |        | (108,004 | )      
|                                                                     | Proceeds from issuance of common stock                                                       |                                           |                                                         | 4,524                                     |         |                           |        | 520      |        
|                                                                     | Payment of cash dividend on common stock                                                     |                                           |                                                         | (1,888                                    | )       |                           |        | (935     | )      
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     |                                                                                              | Net cash provided by financing activities |                                                         |                                           | 287,220 |                           |        |          | 110,597 |         
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|Net (decrease) increase in cash and cash equivalents                 |                                                                                              |                                           | (13,534                                                 | )                                         |         |                           | 5,614  |         
|Cash and cash equivalents at beginning of period                     |                                                                                              |                                           | 38,213                                                  |                                           |         |                           | 24,289 |         
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|Cash and cash equivalents at end of period                           |                                                                                              | $                                         | 24,679                                                  |                                           |         | $                         | 29,903 |         
|                                                                     |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|Supplemental disclosure of cash flow information:                    |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     |                                                                                              |                                           | Cash paid during the period for interest                |                                           | $       | 81,603                    |        |          | $       | 73,784   |       
|                                                                     |                                                                                              |                                           | Cash paid during the period for income taxes            |                                           |         | 17,070                    |        |          |         | 11,230   |       
|Supplemental schedule of noncash investing and financing activities: |                                                                                              |                                           |                                                         |                                           |         |                           |        |         
|                                                                     |                                                                                              |                                           | Real estate acquired through foreclosure                |                                           |         |                          |        |          |         | 268      |       
|                                                                     |                                                                                              |                                           | Securities transferred to available for sale            |                                           |         | 116,387                   |        |          |         |         |       
|                                                                     |                                                                                              |                                           | Loans securitized                                       |                                           |         | 52,916                    |        |          |         |         |       

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

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##### Table of Contents






UCBH HOLDINGS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



|1. |  | Basis of Presentation and Summary of Significant Accounting and Reporting Policies
|-- |  | ----------------------------------------------------------------------------------

Basis of Presentation

The Consolidated Balance Sheet as of September 30, 2001, the Consolidated
Statements of Income for the three and nine months ended September 30, 2001 and
2000, and the Consolidated Statements of Cash Flows for the nine months ended
September 30, 2001 and 2000 have been prepared by UCBH Holdings, Inc. (the
Company) and are not audited.

The unaudited financial statement information presented was prepared on
the same basis as the audited financial statements for the year ended December
31, 2000. In the opinion of management such unaudited financial statements
reflect all adjustments necessary for a fair statement of the results of
operations and balances for the interim periods presented. Such adjustments
are of a normal recurring nature. The results of operations for the three
months ended September 30, 2001 are not necessarily indicative of the results
to be expected for the full year.

Principles of Consolidation and Presentation

The consolidated financial statements include the accounts of the Company
and its wholly-owned subsidiaries. All significant intercompany balances and
transactions have been eliminated in consolidation.



|2. |  | Earnings Per Share
|-- |  | ------------------

The following is a reconciliation of the numerators and denominators of
the basic and diluted earnings per share:

|         |                                   |   |                                                  |       |                                       |  |            |            |             |   |               |      |           |   |       |       |  |  |            |            |  |   |      |      | 
|-------- | --------------------------------- | - | ------------------------------------------------ | ----- | ------------------------------------- |  | ---------- | ---------- | ----------- | - | ------------- | ---- | --------- | - | ----- | ----- |  |  | ---------- | ---------- |  | - | ---- | ---- | 
|         |                                   |   | Three Months Ended September 30, 2001            |       | Three Months Ended September 30, 2000
|         |                                   |   |                                                  |       |                                      
|         |                                   |   | Income                                           |       | Shares                                |  | Per Share  |            | Income      |   | Shares(1)     |      | Per Share
|         |                                   |   | (Numerator)                                      |       | (Denominator)                         |  | Amount     |            | (Numerator) |   | (Denominator) |      | Amount   
|         |                                   |   |                                                  |       |                                       |  |            |            |             |   |               |      |           |   |       |       | 
|         |                                   |   | (Dollars in Thousands, Except Per Share Amounts)
|Basic:   |                                   |   |                                                  |       |                                       |  |            |            |             |   |               |      |           |   |       |       |  |  |            |            |  |   |      |     
|         | Net income                        |   | $                                                | 7,798 |                                       |  |            | 19,237,642 |             |   | $             | 0.41 |           |   | $     | 6,228 |  |  |            | 18,731,066 |  |   | $    | 0.33 | 
|         | Dilutive potential common shares  |   |                                                 |       |                                       |  | 928,575    |            |             |   |               |      |           |   |      |       |  |  | 833,480    |            |  |   |      |     
|         |                                   |   |                                                  |       |                                       |  |            |            |             |   |               |      |           |   |       |       |  |  |            |            |  |   |      |     
|Diluted: |                                   |   |                                                  |       |                                       |  |            |            |             |   |               |      |           |   |       |       |  |  |            |            |  |   |      |     
|         | Net income and assumed conversion | $ | 7,798                                            |       |                                       |  | 20,166,217 |            |             | $ | 0.39          |      |           | $ | 6,228 |       |  |  | 19,564,546 |            |  | $ | 0.32 |     
|         |                                   |   |                                                  |       |                                       |  |            |            |             |   |               |      |           |   |       |       |  |  |            |            |  |   |      |     

|         |                                   |   |                                                  |        |                                      |  |            |            |             |   |               |      |           |   |        |        |  |  |            |            |  |   |      |      | 
|-------- | --------------------------------- | - | ------------------------------------------------ | ------ | ------------------------------------ |  | ---------- | ---------- | ----------- | - | ------------- | ---- | --------- | - | ------ | ------ |  |  | ---------- | ---------- |  | - | ---- | ---- | 
|         |                                   |   | Nine Months Ended September 30, 2001             |        | Nine Months Ended September 30, 2000
|         |                                   |   |                                                  |        |                                     
|         |                                   |   | Income                                           |        | Shares(1)                            |  | Per Share  |            | Income      |   | Shares(1)     |      | Per Share
|         |                                   |   | (Numerator)                                      |        | (Denominator)                        |  | Amount     |            | (Numerator) |   | (Denominator) |      | Amount   
|         |                                   |   |                                                  |        |                                      |  |            |            |             |   |               |      |           |   |        |        | 
|         |                                   |   | (Dollars in Thousands, Except Per Share Amounts)
|Basic:   |                                   |   |                                                  |        |                                      |  |            |            |             |   |               |      |           |   |        |        |  |  |            |            |  |   |      |     
|         | Net income                        |   | $                                                | 22,255 |                                      |  |            | 18,979,478 |             |   | $             | 1.17 |           |   | $      | 17,670 |  |  |            | 18,699,211 |  |   | $    | 0.94 | 
|         | Dilutive potential common shares  |   |                                                 |        |                                      |  | 945,084    |            |             |   |               |      |           |   |       |        |  |  | 699,137    |            |  |   |      |     
|         |                                   |   |                                                  |        |                                      |  |            |            |             |   |               |      |           |   |        |        |  |  |            |            |  |   |      |     
|Diluted: |                                   |   |                                                  |        |                                      |  |            |            |             |   |               |      |           |   |        |        |  |  |            |            |  |   |      |     
|         | Net income and assumed conversion | $ | 22,255                                           |        |                                      |  | 19,924,562 |            |             | $ | 1.12          |      |           | $ | 17,670 |        |  |  | 19,398,348 |            |  | $ | 0.91 |     
|         |                                   |   |                                                  |        |                                      |  |            |            |             |   |               |      |           |   |        |        |  |  |            |            |  |   |      |     



---

|(1) |  | Effective April 11, 2001, the Company completed a two-for-one stock split. Accordingly, the financial statements for the period ending
September 30, 2000 have been restated to reflect the effect of the stock split.
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|3. |  | Comprehensive Income
|-- |  | --------------------

SFAS No. 130, Reporting Comprehensive Income, establishes presentation
and disclosure requirements for comprehensive income; however, it does not
affect existing recognition or measurement standards. For the Company,
comprehensive income consists of net income and the change in unrealized gains
and losses on available-for-sale securities. For the three months ended
September 30, 2001, total comprehensive income was $13.0 million, an increase
of $4.6 million, compared to the three months ended September 30, 2000. Net
income for the three months ended September 30, 2001 was $7.8 million and
unrealized losses on available-for-sale securities decreased

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##### Table of Contents



by $5.2 million. For the corresponding period of 2000, net income was $6.2 million and
unrealized losses on available-for-sale securities decreased by $2.1 million.
For the nine months ended September 30, 2001, total comprehensive income was
$31.1 million, an increase of $14.2 million, or 84.0%, compared to the nine
months ended September 30, 2000. Net income for the nine months ended
September 30, 2001 was $22.3 million and unrealized losses on
available-for-sale securities decreased by $8.9 million. For the corresponding
period of 2000, net income was $17.7 million and unrealized losses on
available-for-sale securities increased by $751,000.



|4. |  | Segment Information
|-- |  | -------------------

The Company has determined that its reportable segments are those that are
based on the Companys method of internal reporting, which disaggregates its
business into two reportable segments: Commercial Banking and Consumer Banking.
These segments principally serve Californias businesses and consumers.
Historically, our customer base has been primarily the ethnic Chinese
communities located mainly in the San Francisco Bay area, Sacramento/Stockton
and metropolitan Los Angeles.

The financial results of the Companys operating segments are presented on
an accrual basis. There are no significant differences between the accounting
policies of the segments as compared to the Companys consolidated financial
statements. The Company evaluates the performance of its segments and
allocates resources to them based on interest income, interest expense and net
interest income. There are no material intersegment revenues.

The table below presents information about the Companys operating
segments for the three months and the nine months ended September 30, 2001 and
2000:

|                           |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |           | 
|-------------------------- | ------------------- |  | ---------- | --------- | -------- |  | ---------------------- | --------- | ----- |  | ----------- | - |  |  | - | --------- | 
|                           |                     |  |            |           |          |  |                        |           |       |  | Reconciling |   |  |  |  
|                           |                     |  | Commercial |           | Consumer |  | Items                  |           | Total
|                           |                     |  |            |           |          |  |                        |           |      
|                           |                     |  |            |           |          |  | (Dollars in Thousands) |           |       |  |            
|For
the Three Months Ended |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |          
|September 30, 2001:        |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |          
|                           | Net interest income |  | $          | 15,280    |          |  | $                      | 10,087    |       |  | $           |  |  |  | $ | 25,367    | 
|                           | Segment profit      |  |            | 5,846     |          |  |                        | 1,952     |       |  |             |  |  |  |   | 7,798     | 
|                           | Segment assets      |  |            | 1,650,836 |          |  |                        | 1,172,920 |       |  |             |  |  |  |   | 2,823,756 | 
|                          
|September 30, 2000:        |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |          
|                           | Net interest income |  | $          | 9,465     |          |  | $                      | 11,541    |       |  | $           |  |  |  | $ | 21,006    | 
|                           | Segment profit      |  |            | 2,911     |          |  |                        | 3,317     |       |  |             |  |  |  |   | 6,228     | 
|                           | Segment assets      |  |            | 1,230,498 |          |  |                        | 1,176,887 |       |  |             |  |  |  |   | 2,407,385 | 
|                          
|For the Nine Months Ended  |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |          
|September 30, 2001:        |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |          
|                           | Net interest income |  | $          | 41,830    |          |  | $                      | 30,228    |       |  | $           |  |  |  | $ | 72,058    | 
|                           | Segment profit      |  |            | 16,300    |          |  |                        | 5,955     |       |  |             |  |  |  |   | 22,255    | 
|                           | Segment assets      |  |            | 1,650,836 |          |  |                        | 1,172,920 |       |  |             |  |  |  |   | 2,823,756 | 
|                          
|September 30, 2000:        |                     |  |            |           |          |  |                        |           |       |  |             |   |  |  |   |          
|                           | Net interest income |  | $          | 25,963    |          |  | $                      | 35,377    |       |  | $           |  |  |  | $ | 61,340    | 
|                           | Segment profit      |  |            | 8,099     |          |  |                        | 9,571     |       |  |             |  |  |  |   | 17,670    | 
|                           | Segment assets      |  |            | 1,230,498 |          |  |                        | 1,176,887 |       |  |             |  |  |  |   | 2,407,385 | 




|        |  |                                                                                     
|------- |  | ------------------------------------------------------------------------------------
|ITEM 2. |  | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OFOPERATIONS

This Form 10-Q may include certain forward-looking statements based on
current management expectations. The Companys actual results could differ
materially from those management expectations. Factors that could cause future
results to vary from current management expectations include, but are not
limited to, general economic conditions, legislative and regulatory changes,
monetary and fiscal policies of the federal government, changes in tax
policies, rates and regulations of federal, state and local tax authorities,
changes in interest rates, deposit flows, the cost of funds, demand for loan
products, demand for financial services, competition, changes in the quality or
composition of the Companys wholly-owned subsidiary, United Commercial Banks
(the Bank) loan and investment portfolios, changes in accounting principles,
policies or guidelines, and other economic, competitive, governmental and
technological factors affecting the Companys or Banks operations, markets,
products, services

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##### Table of Contents



and prices. Further description of the risks and
uncertainties to the business are included in detail in the Companys Annual
Report on Form 10-K for the year ended December 31, 2000 as filed with the
Securities and Exchange Commission.

The following discussion and analysis is intended to provide details of
the results of operations of the Company for the three and nine months ended
September 30, 2001 and 2000 and financial condition at September 30, 2001 and
at December 31, 2000. The following discussion should be read in conjunction
with the information set forth in the Companys Consolidated Financial
Statements and notes thereto and other financial data included.

RESULTS OF OPERATIONS

General. The Companys primary source of income is net interest income,
which is the difference between interest income from interest-earning assets
and interest paid on interest-bearing liabilities, such as deposits and other
borrowings used to fund those assets. The Companys net interest income is
affected by changes in the volume of interest-earning assets and
interest-bearing liabilities as well as by changes in yields earned on
interest-earning assets and rates paid on interest-bearing deposits and other
borrowed funds. The Company also generates noninterest income, including
commercial banking fees, gain on sale of SBA loans, and other transactional
fees and seeks to generate additional fees in connection with the shift in its
business focus to commercial banking. The Companys noninterest expenses
consist primarily of personnel, occupancy, and other operating expenses. The
Companys results of operations are affected by its provision for loan losses
and may also be significantly affected by other factors including general
economic and competitive conditions, changes in market interest rates,
governmental policies and actions of regulatory agencies.

Net Income. The consolidated net income of the Company during the three
months ended September 30, 2001 increased by $1.6 million, or 25.2%, to $7.8
million, compared to $6.2 million for the corresponding period of the preceding
year. The increase resulted primarily from an increase in net interest income.
The annualized return on average equity (ROE) and average assets (ROA)
ratios for the three months ended September 30, 2001 were 19.96% and 1.12%,
respectively. This compares with annualized ROE and ROA ratios of 21.29% and
1.04%, respectively, for the three months ended September 30, 2000. The
decrease in ROE results from increases in market valuations of our available
for sale securities, which is recognized, net of tax, as other comprehensive
income in stockholders equity. The resulting efficiency ratios were 44.59%
for the three months ended September 30, 2001 compared with 45.42% for the
corresponding period of the preceding year. Diluted earnings per common share
were $0.39 for the three months ended September 30, 2001 compared with $0.32
for the comparable period of the preceding year.

The consolidated net income of the Company during the nine months ended
September 30, 2001 increased by $4.6 million, or 25.9%, to $22.3 million,
compared to $17.7 million for the corresponding period of the preceding year.
The increase resulted primarily from an increase in interest income on loans
due to growth in commercial loans. The annualized return on average equity and
average assets ratios for the nine months ended September 30, 2001 were 20.24%
and 1.12%, respectively. This compares with annualized ROE and ROA ratios of
20.69% and 1.01%, respectively, for the nine months ended September 30, 2000.
The resulting efficiency ratios were 46.92% for the nine months ended September
30, 2001 compared with 45.82% for the corresponding period of the prior year.
Diluted earnings per common share were $1.12 for the nine months ended
September 30, 2001 compared with $0.91 for the comparable period of the
preceding year.

Net Interest Income. Net interest income before provision for loan losses
of $25.4 million for the three months ended September 30, 2001 represented a
$4.4 million, or 20.8%, increase over net interest income of $21.0 million for
the three months ended September 30, 2000. This increase was primarily due to
the increase in commercial loans and growth in core deposits. The average cost
of deposits decreased to 3.73% for the three months ended September 30, 2001
from 4.50% for the three months ended September 30, 2000, primarily due to
growth in core deposits and reductions in market interest rates. The increase
in loans contributed to an increase of $3.1 million in interest on earning
assets to $51.3 million for the three months ended September 30, 2001, from
$48.2 million for the three months ended September 30, 2000. This compares
with a decrease of $1.2 million in interest expense, to $25.9 million for the
three months ended September 30, 2001 from $27.2 million for the three months
ended September 30, 2000.

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##### Table of Contents



Net interest income before provision for loan losses of $72.1 million for
the nine months ended September 30, 2001 represented a $10.7 million, or 17.5%,
increase over net interest income of $61.3 million for the nine months ended
September 30, 2000. This increase was primarily due to the increase in
commercial loans and growth in core deposits. The yield on interest-earning
assets decreased to 7.84% for the nine months ended September 30, 2001 from
7.99% for the corresponding period of 2000, primarily due to the decrease in
the prime rate for which our commercial loans are based. The average cost of
deposits increased to 4.17% for the nine months ended September 30, 2001 from
4.16% for the nine months ended September 30, 2000, primarily due to increases
in CD costs which tend to lag in repricing when compared to market interest
rates. The increase in loans contributed to an increase of $16.6 million in
interest on earning assets to $153.7 million for the nine months ended
September 30, 2001, from $137.1 million for the nine months ended September 30,
2000. This compares with an increase of $5.9 million in interest expense, to
$81.6 million for the nine months ended September 30, 2001 from $75.7 million
for the nine months ended September 30, 2000.

Average outstanding loans increased to $2.01 billion for the nine months
ended September 30, 2001 from $1.77 billion for the corresponding period of
2000, an increase of $239.6 million, or 13.5%, as a result of the Banks
continued focus on commercial lending activities. Average commercial loans
increased $359.2 million to $1.48 billion for the nine months ended September
30, 2001, from $1.12 billion for the nine months ended September 30, 2000 while
average consumer loans decreased $119.7 million to $532.7 million for the nine
months ended September 30, 2001, from $652.4 million for the nine months ended
September 30, 2000, due to the Companys emphasis on the origination of
commercial loans. Average securities increased to $568.9 million for the nine
months ended September 30, 2001 from $517.3 million for the same period of
2000, an increase of $51.6 million, or 10.0%, primarily due to internal
securitization of residential mortgage (one to four family) loans and purchases
net of repayments. Average interest-bearing deposits increased to $2.10
billion for the nine months ended September 30, 2001 from $1.66 billion in the
corresponding period of the prior year. Average noninterest-bearing deposits
increased to $103.3 million for the nine months ended September 30, 2001 from
$72.7 million for the corresponding period of the prior year, representing an
increase of $30.6 million, or 42.1%, as a result of the Companys ongoing
focus on the generation of commercial and consumer demand deposit accounts.

Net Interest Margin. The net interest margin, calculated on a tax
equivalent basis, was 3.73% for the nine months ended September 30, 2001, up
from 3.61% for the corresponding period of 2000. The increase in the net
interest margin resulted primarily from a change in the mix of interest-earning
assets due to continued growth in our commercial loan portfolio, a reduction in
our consumer loan portfolio, and the significant increase in core deposits.

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##### Table of Contents



The following table presents condensed average balance sheet information
for the Company, together with interest rates earned and paid on the various
sources and uses of funds for each of the periods indicated:

|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |      |      |      | 
|---------------------------------------------------------------- | --------------------------------------------------------------------------- | -------------- | ----------------------------- | ---- | ---------------------- | ---- | ------------------------- | ------ | ------------------------- | --------- | ---------- | ----- | -------- | ------ | ------- | ---- | ---------- | ---- | --------- | ------ | --------- | --------- | -------- | ----- | ------- | ------ | ---- | ---- | ---- | ---- | 
|                                                                 |                                                                             |                |                               |      | At                     |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |      |     
|                                                                 |                                                                             |                |                               |      | September 30,          |      | For the Nine Months Ended |        | For the Nine Months Ended
|                                                                 |                                                                             |                |                               |      | 2001                   |      | September 30, 2001        |        | September 30, 2000       
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                          
|                                                                 |                                                                             |                |                               |      | (Dollars in Thousands)
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       | Interest |        |         |      |            |      |           |        |           |           | Interest |       |         |        |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        | Average                   |           | Income or  |       | Average  |        | Average |      | Income or  |      | Average  
|                                                                 |                                                                             |                |                               |      | Yield/Cost             |      | Balance                   |        | Expense                   |           | Yield/Cost |       | Balance  |        | Expense |      | Yield/Cost
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |           
|Interest-earning assets:                                         |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|                                                                 |                                                                             | Loans (1)      |                               |      | 7.61                   | %    |                           | $      | 2,009,890                 |           |            | $     | 124,776  |        |         |      | 8.28       | %    |           | $      | 1,770,331 |           |          | $     | 111,359 |        |      |      | 8.39 | %   
|                                                                 |                                                                             | Securities     |                               |      | 6.15                   |      |                           |        | 568,854                   |           |            |       | 27,827   |        |         |      | 6.52       |      |           |        | 517,254   |           |          |       | 25,686  |        |      |      | 6.62 |     
|                                                                 |                                                                             | Other          |                               |      |                       |      |                           |        | 34,991                    |           |            |       | 1,101    |        |         |      | 4.20       |      |           |        | 494       |           |          |       | 22      |        |      |      | 6.20 |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Total interest-earning assets                                    |                                                                             |                | 7.28                          |      |                        |      | 2,613,735                 |        |                           |           | 153,704    |       |          |        | 7.84    |      |            |      | 2,288,079 |        |           |           | 137,067  |       |         |        | 7.99 |     
|Noninterest-earning assets                                       |                                                                             |                |                              |      |                        |      | 43,622                    |        |                           |           |           |       |          |        |        |      |            |      | 49,660    |        |           |           |         |       |         |        |     |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Total assets                                                     |                                                                             |                | 7.17                          |      |                        | $    | 2,657,357                 |        |                           | $         | 153,704    |       |          |        | 7.71    |      |            | $    | 2,337,739 |        |           | $         | 137,067  |       |         |        | 7.82 |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Interest-bearing liabilities:                                    |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|                                                                 |                                                                             | Deposits:      |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |      |      |     
|                                                                 |                                                                             |                | NOW and money market accounts |      |                        | 1.89 |                           |        | $                         | 219,299   |            |       | $        | 3,803  |         |      |            | 2.31 |           |        | $         | 147,199   |          |       | $       | 2,135  |      |      |      | 1.93 | 
|                                                                 |                                                                             |                | Savings accounts              |      |                        | 1.71 |                           |        |                           | 391,628   |            |       |          | 6,524  |         |      |            | 2.22 |           |        |           | 289,447   |          |       |         | 4,824  |      |      |      | 2.22 | 
|                                                                 |                                                                             |                | Time deposits                 |      |                        | 4.42 |                           |        |                           | 1,489,981 |            |       |          | 58,593 |         |      |            | 5.24 |           |        |           | 1,223,527 |          |       |         | 47,096 |      |      |      | 5.13 | 
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|                                                                 |                                                                             | Total deposits |                               |      | 3.61                   |      |                           |        | 2,100,908                 |           |            |       | 68,920   |        |         |      | 4.37       |      |           |        | 1,660,173 |           |          |       | 54,055  |        |      |      | 4.34 |     
|                                                                 |                                                                             | Borrowings     |                               |      | 5.46                   |      |                           |        | 256,053                   |           |            |       | 10,617   |        |         |      | 5.53       |      |           |        | 439,120   |           |          |       | 19,563  |        |      |      | 5.94 |     
|                                                                 | Guaranteed preferred beneficial interests in
junior subordinated debentures |                |                               | 9.38 |                        |      |                           | 30,000 |                           |           |            | 2,109 |          |        |         | 9.38 |            |      |           | 30,000 |           |           |          | 2,109 |         |        |      | 9.38 |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Total interest-bearing liabilities                               |                                                                             |                | 3.85                          |      |                        |      | 2,386,961                 |        |                           |           | 81,646     |       |          |        | 4.56    |      |            |      | 2,129,293 |        |           |           | 75,727   |       |         |        | 4.74 |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Noninterest-bearing deposits                                     |                                                                             |                |                               |      |                        |      | 103,291                   |        |                           |           |            |       |          |        |         |      |            |      | 72,675    |        |           |           |          |       |         |        |      |     
|Other noninterest-bearing liabilities                            |                                                                             |                |                               |      |                        |      | 20,469                    |        |                           |           |            |       |          |        |         |      |            |      | 21,886    |        |           |           |          |       |         |        |      |     
|Stockholders equity                                             |                                                                             |                |                               |      |                        |      | 146,636                   |        |                           |           |            |       |          |        |         |      |            |      | 113,885   |        |           |           |          |       |         |        |      |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Total liabilities and stockholders equity                       |                                                                             |                |                               |      |                        | $    | 2,657,357                 |        |                           |           |            |       |          |        |         |      |            | $    | 2,337,739 |        |           |           |          |       |         |        |      |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Net interest income/interest rate spread (2)                     |                                                                             |                | 3.43                          | %    |                        |      |                           |        |                           | $         | 72,058     |       |          |        | 3.28    | %    |            |      |           |        |           | $         | 61,340   |       |         |        | 3.25 | %   
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Net interest-earning assets/net interest margin (3)              |                                                                             |                | 3.79                          | %    |                        | $    | 226,774                   |        |                           |           |            |       |          |        | 3.68    | %    |            | $    | 158,786   |        |           |           |          |       |         |        | 3.57 | %   
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     
|Ratio
of interest-earning assets to interest-bearing liabilities |                                                                             |                | 1.10x                         |      |                        |      | 1.10x                     |        |                           |           |            |       |          |        |         |      |            |      | 1.07x     |        |           |           |          |       |         |        |      |     
|                                                                 |                                                                             |                |                               |      |                        |      |                           |        |                           |           |            |       |          |        |         |      |            |      |           |        |           |           |          |       |         |        |      |     



---

|(1) |  | Nonaccrual loans are included in the table for computation purposes, but the foregone interest on such loans is excluded.                                
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------
|   
|   
|   
|   
|(2) |  | Interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities.
|   
|   
|   
|   
|(3) |  | Net interest margin represents net interest income divided by average interest-earning assets.                                                           

Provision for Loan Losses. The provision for loan losses reflects
managements judgment of the current period cost associated with credit risk
inherent in the Companys loan portfolio. Specifically, the provision for loan
losses represents the amount charged against current period earnings to achieve
an allowance for loan losses that, in managements judgment, is adequate to
absorb losses inherent in the Companys loan portfolio.

The provision for loan losses of $2.1 million for the three months ended
September 30, 2001 is a decrease of $778,000 compared to a provision of $2.9
million for the corresponding period of 2000.

The provision for loan losses of $3.8 million for the nine months ended
September 30, 2001 represented a decrease of $2.8 million as compared to a
provision of $6.6 million for the corresponding period of the preceding year.
At September 30, 2001, the allowance for loan losses was $32.8 million. Net
loan recoveries were $109,000 for the nine months ended September 30, 2001,
compared with net loan charge-offs of $275,000 for the corresponding period of
2000.

Noninterest Income. Noninterest income for the three months ended
September 30, 2001 was $1.9 million compared to $1.2 million for the
corresponding quarter of 2000, an increase of $622,000, or 50.5%, primarily as
a result of an increase in commercial banking fees and gain from sale of SBA
loans. Commercial banking fees increased 29.9% to $882,000 for the three
months ended September 30, 2001 as compared to $679,000 for the corresponding
period of 2000, as a result of increased commercial banking activities.

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##### Table of Contents



Noninterest income for the nine months ended September 30, 2001 was $4.8
million compared to $3.4 million for the corresponding period of 2000, an
increase of $1.4 million or 40.9%, primarily as a result of an increase in
commercial banking fees and gain from sale of SBA loans. Commercial banking
fees increased 34.9% to $2.4 million for the nine months ended September 30,
2001 as compared to $1.8 million for the corresponding period of 2000, as a
result of increased commercial banking activities.

Noninterest Expense. Noninterest expense of $12.1 million for the three
months ended September 30, 2001 increased $2.0 million, or 20.2%, compared with
$10.1 million for the corresponding quarter of 2000. Personnel expenses
increased to $5.9 million for the three months ended September 30, 2001, from
$5.0 million for the corresponding period of 2000, an increase of $899,000, or
17.9%, primarily due to the additional staffing required to support continued
growth of the Banks various lines of businesses.

Noninterest expense of $36.1 million for the nine months ended September
30, 2001 increased $6.4 million, or 21.6%, compared with $29.7 million for the
corresponding period of 2000. Personnel expenses increased to $18.6 million
for the nine months ended September 30, 2001, from $15.0 million for the
corresponding period of 2000, an increase of $3.6 million, or 23.7%, due to the
additional staffing required to support continued growth of the Banks various
lines of businesses.

Provision for Income Taxes. The provision for income taxes was $5.2
million and $3.0 million on the income before taxes of $13.0 million and $9.3
million for the three months ended September 30, 2001 and 2000, respectively.
The effective tax rate for the quarter ended September 30, 2001 was 40.0%,
compared with 32.9% for the quarter ended September 30, 2000. The lower tax
rate in the quarter ended September 30, 2000 reflects the realization of tax
credits related to the Banks lending in Enterprise Zones in prior years.

The provision for income taxes of $14.8 million and $10.8 million on the
income before taxes of $37.0 million and $28.5 million for the nine months
ended September 30, 2001 and 2000, respectively, represents effective tax rates
of 39.9% and 38.0%, respectively.

FINANCIAL CONDITION

The Company experienced continued asset growth during the third quarter of
2001. Total assets at September 30, 2001 were $2.82 billion, an increase of
$321.6 million, or 12.9%, from $2.50 billion at December 31, 2000. The growth
resulted primarily from increases in the loan portfolio and in securities and
investments.

During the nine months ended September 30, 2001, total loans increased by
$217.6 million, or 11.3%, to $2.15 billion, from $1.93 billion at December 31,
2000. This growth was led by an increase in commercial loans due to the Banks
continuing focus on originating such loans. Total commercial loans grew to
$1.67 billion at September 30, 2001, from $1.34 billion at December 31, 2000.
Residential mortgage (one to four family) loans decreased to $471.7 million at
September 30, 2001 from $574.2 million at December 31, 2000, primarily due to
principal repayments and a $52.9 million internal securitization of residential
mortgage (one to four family) loans in the second quarter of 2001. New loan
commitments of $786.4 million for the nine months ended September 30, 2001 were
comprised of $704.4 million of commercial loans and $81.9 million of consumer
loans. Securities (including available-for-sale and held-to-maturity) totaled
$609.1 million at September 30, 2001, an increase of $121.9 million, or 25.0%,
from $487.2 million at December 31, 2000, as a result of the internal
securitization of loans and purchases of additional securities for liquidity
purposes.

Total past due loans were 0.61% of total loans at September 30, 2001,
compared with 0.75% at December 31, 2000. Nonperforming assets were $1.4
million, or 0.05%, of total assets at September 30, 2001, compared with
nonperforming assets of $2.6 million, or 0.11%, of total assets at December 31,
2000. The allowance for loan losses was $32.8 million at September 30, 2001,
an increase of $3.9 million from $28.9 million at December 31, 2000. The
increase in the allowance for loan losses reflected the growth in the loan
portfolio during the nine months ended September 30, 2001 and increased
concentration in commercial loans.

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The following table shows the composition of the Banks loan portfolio by
amount and percentage of gross loans in each major loan category at the dates
indicated:

|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |       |  
|---------------------------------- | ----------------------------------------- | - | --------------------- | --------- | -------------------- |  | ---------------------- | ----- | - | - | --------- | --------- |  |  | ------ | ----- | -
|                                   |                                           |   | At September 30, 2001 |           | At December 31, 2000
|                                   |                                           |   |                       |           |                     
|                                   |                                           |   | Amount                |           | %                    |  | Amount                 |       | %
|                                   |                                           |   |                       |           |                      |  |                        |       |  
|                                   |                                           |   |                       |           |                      |  | (Dollars in Thousands) |       |   |   |          
|Commercial:                        |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Secured by real estate-nonresidential     |   | $                     | 720,359   |                      |  |                        | 33.47 | % |   | $         | 597,981   |  |  |        | 30.91 | %
|                                   | Secured by real estate-multifamily        |   |                       | 620,987   |                      |  |                        | 28.85 |   |   |           | 514,697   |  |  |        | 26.61 |  
|                                   | Construction                              |   |                       | 170,222   |                      |  |                        | 7.91  |   |   |           | 131,878   |  |  |        | 6.82  |  
|                                   | Commercial business                       |   |                       | 154,254   |                      |  |                        | 7.16  |   |   |           | 99,401    |  |  |        | 5.14  |  
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Total commercial loans                    |   |                       | 1,665,822 |                      |  |                        | 77.39 |   |   |           | 1,343,957 |  |  |        | 69.48 |  
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Consumer:                          |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Residential mortgage (one to four family) |   |                       | 471,737   |                      |  |                        | 21.92 |   |   |           | 574,219   |  |  |        | 29.68 |  
|                                   | Other                                     |   |                       | 14,853    |                      |  |                        | 0.69  |   |   |           | 16,288    |  |  |        | 0.84  |  
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|                                   | Total consumer loans                      |   |                       | 486,590   |                      |  |                        | 22.61 |   |   |           | 590,507   |  |  |        | 30.52 |  
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Total gross loans                  |                                           |   | 2,152,412             |           |                      |  | 100.00                 | %     |   |   | 1,934,464 |           |  |  | 100.00 | %    
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Net deferred loan origination fees |                                           |   | (2,982                | )         |                      |  |                        |       |   |   | (2,642    | )         |  |  |        |      
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Loans                              |                                           |   | 2,149,430             |           |                      |  |                        |       |   |   | 1,931,822 |           |  |  |        |      
|Allowance for loan losses          |                                           |   | (32,799               | )         |                      |  |                        |       |   |   | (28,901   | )         |  |  |        |      
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      
|Net loans                          |                                           | $ | 2,116,631             |           |                      |  |                        |       |   | $ | 1,902,921 |           |  |  |        |      
|                                   |                                           |   |                       |           |                      |  |                        |       |   |   |           |           |  |  |        |      

The Company continues to emphasize production of commercial real estate
and commercial business loans and to place reduced emphasis on the origination
volume of residential mortgage (one to four family) loans. The Bank holds
substantially all of its loan originations in portfolio, except for the
guaranteed portion of Small Business Administration (SBA) loans which are
generally sold in the secondary market.

Due to its change in the loan origination focus to commercial loans, the
Bank is originating more loans which reprice in shorter time periods than the
traditional repricing terms of residential mortgage (one to four family) loans.
Construction loans, commercial business loans and SBA loans generally have
monthly repricing terms. Commercial real estate loans generally reprice each
month or are intermediate fixed, meaning that the loans have interest rates
which are fixed for a period, typically five years, and then generally reprice
monthly or become due and payable. Residential mortgage (one to four family)
loans may be adjustable-rate repricing semiannually or annually, fixed rate for
terms of 15 or 30 years, or have interest rates that are fixed for a period,
typically five years, and then generally reprice semi-annually or annually.

As a result of the change of focus to commercial lending, adjustable-rate
loans increased to $1.33 billion, an increase of $279.3 million, or 26.7%, from
$1.05 billion at December 31, 2000. Fixed-rate loans decreased $9.3 million,
or 1.5%, to $594.1 million, or 27.6% of gross loans at September 30, 2001,
compared with $603.4 million, or 31.2% of the gross loans at December 31, 2000.
At September 30, 2001, total gross loans included $231.5 million of
intermediate fixed-rate loans compared with $283.6 million at December 31,
2000, a decrease of $52.1 million, or 18.4%.

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The following table shows the Banks new loan commitments during the
periods indicated:

|            |                                               |                        |   |                           |         |      |   |         |         | 
|----------- | --------------------------------------------- | ---------------------- | - | ------------------------- | ------- | ---- | - | ------- | ------- | 
|            |                                               |                        |   | For the Nine Months Ended
|            |                                               |                        |   | September 30,            
|            |                                               |                        |   |                          
|            |                                               |                        |   | 2001                      |         | 2000
|            |                                               |                        |   |                           |         |     
|            |                                               |                        |   | (Dollars in Thousands)   
|Commercial: |                                               |                        |   |                           |         |      |   |        
|            | Secured by real estate-nonresidential (1)     |                        | $ | 210,078                   |         |      | $ | 175,373 |        
|            | Secured by real estate-multifamily (1)        |                        |   | 167,117                   |         |      |   | 97,528  |        
|            | Construction                                  |                        |   | 146,227                   |         |      |   | 114,453 |        
|            | Commercial business                           |                        |   | 181,024                   |         |      |   | 61,933  |        
|            |                                               |                        |   |                           |         |      |   |        
|            |                                               | Total commercial loans |   | $                         | 704,446 |      |   | $       | 449,287 | 
|            |                                               |                        |   |                           |         |      |   |        
|Consumer:   |                                               |                        |   |                           |         |      |   |        
|            | Residential mortgage (one to four family) (1) |                        | $ | 69,104                    |         |      | $ | 24,027  |        
|            | Home equity and other                         |                        |   | 12,823                    |         |      |   | 9,644   |        
|            |                                               |                        |   |                           |         |      |   |        
|            |                                               | Total consumer loans   |   |                           | 81,927  |      |   |         | 33,671  | 
|            |                                               |                        |   |                           |         |      |   |        
|            | Total new commitments                         |                        | $ | 786,373                   |         |      | $ | 482,958 |        
|            |                                               |                        |   |                           |         |      |   |        



---

|(1) |  | For nonresidential loans, substantially all commitments have been funded. For multifamily
and residential mortgage (one to four family) loans, all commitments have been funded.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Nonperforming Assets and OREO. Management generally places loans on
nonaccrual status when they become 90 days past due, unless they are both well
secured and in the process of collection. When a loan is placed on nonaccrual
status, any interest previously accrued but not collected is reversed from
income. Nonaccrual loans were $1.4 million at September 30, 2001 compared to
$2.5 million at December 31, 2000.

The following table sets forth information regarding nonperforming assets
at the dates indicated:

|                                                      |            |                                           |                  |                        |       |                        |           |                 |       |       |       | 
|----------------------------------------------------- | ---------- | ----------------------------------------- | ---------------- | ---------------------- | ----- | ---------------------- | --------- | --------------- | ----- | ----- | ----- | 
|                                                      |            |                                           |                  |                        |       | At September 30,       |           | At December 31,
|                                                      |            |                                           |                  |                        |       | 2001                   |           | 2000           
|                                                      |            |                                           |                  |                        |       |                        |           |                
|                                                      |            |                                           |                  |                        |       | (Dollars in Thousands)
|Nonaccrual loans:                                     |            |                                           |                  |                        |       |                        |           |                
|                                                      | Commercial |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            | Secured by real estate-nonresidential     |                  | $                      |      |                        |           | $               | 740   |      
|                                                      |            | Construction loans                        |                  |                        |      |                        |           |                 | 104   |      
|                                                      |            |                                           |                  |                        |       |                        |           |                
|                                                      |            |                                           | Total commercial |                        |       |                       |           |                 |       | 844   |      
|                                                      |            |                                           |                  |                        |       |                        |           |                
|                                                      | Consumer   |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            | Residential mortgage (one to four family) |                  |                        | 1,402 |                        |           |                 | 1,672 |      
|                                                      |            |                                           |                  |                        |       |                        |           |                 |      
|                                                      |            |                                           | Total consumer   |                        |       | 1,402                  |           |                 |       | 1,672 |      
|                                                      |            |                                           |                  |                        |       |                        |           |                
|                                                      |            |                                           |                  | Total nonaccrual loans |       |                        | 1,402     |                 |       |       | 2,516 | 
|Other real estate owned (OREO)                      |            |                                           |                 |                        |       |                        | 115       |                
|                                                      |            |                                           |                  |                        |       |                        |           |                
|Total nonperforming assets                            |            | $                                         | 1,402            |                        |       | $                      | 2,631     |                
|                                                      |            |                                           |                  |                        |       |                        |           |                
|Nonperforming assets to total assets                  |            |                                           | 0.05             | %                      |       |                        | 0.11      | %              
|Nonaccrual loans to loans                             |            |                                           | 0.07             |                        |       |                        | 0.13      |                
|Nonperforming assets to loans and OREO                |            |                                           | 0.07             |                        |       |                        | 0.14      |                
|Loans                                                 |            | $                                         | 2,149,430        |                        |       | $                      | 1,931,822 |                
|Gross income not recognized on nonaccrual loans       |            | $                                         | 20               |                        |       | $                      | 116       |                
|Accruing loans contractually past due 90 days or more |            |                                           |                 |                        |       |                        |          |                

Total nonperforming assets were $1.4 million at September 30, 2001, a
decrease of $1.2 million, or 46.7%, from $2.6 million at December 31, 2000.
The Bank records OREO at the lower of carrying value or fair value less
estimated disposal costs. Any write-down of OREO is charged to earnings. At
December 31, 2000, OREO consisted of one property acquired through foreclosure
with a carrying value of $115,000. There were no OREOs as of September 30, 2001.

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Management cannot predict the extent to which economic conditions in the
Banks market area may worsen or the full impact such conditions may have on
the Banks loan portfolio. Accordingly, there can be no assurance that other
loans will not become 90 days or more past due, be placed on nonaccrual status,
or become impaired or restructured loans or OREO in the future.

Allowance for Loan Losses. The Bank has established a formal process for
determining an adequate allowance for loan losses. This process results in an
allowance that consists of two components, allocated and unallocated. The
allocated component includes allowance estimates that result from analyzing
certain individual loans (including impaired loans), and includes the results
of analyzing loans in groups. For loans that are analyzed individually, third
party information, such as appraisals, may be used to supplement managements
analysis. For loans that are analyzed in groups, such as residential mortgage
(one to four family) loans, managements analysis consists of reviewing
delinquency trends, charge-off experience, current economic conditions,
composition of the loan portfolio, regional collateral value trends, and other
factors. The unallocated component of the allowance for loan losses is
intended to compensate for the subjective nature of estimating an adequate
allowance for loan losses, economic uncertainties, and other factors. In
addition to the assessment performed by management, the Banks loan portfolio
is subject to an internal asset review function and is examined by the Banks
regulators. The results of these examinations are incorporated into
managements assessment of the allowance for loan losses.

The allowance for loan losses is increased by provisions for loan losses,
which are charged against earnings, and reduced by charge-offs, net of any
recoveries. Loans are charged off when they are classified as loss, as defined
by bank regulations. For any loan that is past due more than 90 days,
management will generally charge off the amount by which the recorded loan
amount exceeds the value of the underlying collateral, unless the loan is both
well secured and in the process of collection. Recoveries of amounts that have
previously been charged off are generally recorded only to the extent that cash
is received.

While management uses all available evidence in assessing the adequacy of
the allowance for loan losses, future additions to the allowance for loan
losses will be subject to continuing evaluations of the inherent risk in the
portfolio. In times of economic downturn, asset quality may deteriorate and
additional provisions for loan losses could be required. Additionally, the
Banks regulators review the adequacy of the allowance for loan losses as part
of their examination process and may require the Bank to record additional
provisions for loan losses based on their judgment or information available to
them at the time of their examinations. Management believes that the allowance
for loan losses is adequate to provide for estimated losses inherent in the
Banks loan portfolio.

The following table sets forth information concerning the Banks allowance
for loan losses for the dates indicated:

|                                                         |  |                           |        |      |  |   |        |  
|-------------------------------------------------------- |  | ------------------------- | ------ | ---- |  | - | ------ | -
|                                                         |  | For the Nine Months Ended
|                                                         |  | September 30,            
|                                                         |  |                          
|                                                         |  | 2001                      |        | 2000
|                                                         |  |                           |        |     
|                                                         |  | (Dollars in Thousands)   
|                                                        
|Balance at beginning of period                           |  | $                         | 28,901 |      |  | $ | 19,503 |  
|Provision for loan losses                                |  |                           | 3,789  |      |  |   | 6,568  |  
|Loans charged off                                        |  |                           | (30    | )    |  |   | (802   | )
|Recoveries                                               |  |                           | 139    |      |  |   | 527    |  
|                                                         |  |                           |        |      |  |   |        |  
|Balance at end of period                                 |  | $                         | 32,799 |      |  | $ | 25,796 |  
|                                                         |  |                           |        |      |  |   |        |  
|Allowance for loan losses to loans                       |  |                           | 1.53   | %    |  |   | 1.38   | %
|Annualized net (recoveries) charge-offs to average loans |  |                           | -0.01  | %    |  |   | 0.02   | %

Securities. Securities (including available-for-sale and
held-to-maturity) increased during the nine months of 2001 by $121.9 million,
or 25.0%, to $609.1 million at September 30, 2001 from $487.2 million at
December 31, 2000. The increase in securities resulted primarily from
purchases for liquidity purposes and internal securitization of residential
mortgage (one to four family) loans for capital management purposes.

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The following table presents the Banks securities portfolio on the dates indicated:

|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |        |         | 
|------------------------------------------------------------------ | -------------------------- | --------------------------------------------------- | ------- | --------------------- | ------- | -------------------- | ------- | ---------------------- | ------- | ------ | ------- | ------- | ------- | - | ------- | ------ | ------- | 
|                                                                   |                            |                                                     |         | At September 30, 2001 |         | At December 31, 2000
|                                                                   |                            |                                                     |         |                       |         |                     
|                                                                   |                            |                                                     |         | Amortized             |         | Market               |         | Amortized              |         | Market
|                                                                   |                            |                                                     |         | Cost                  |         | Value                |         | Cost                   |         | Value 
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |       
|                                                                   |                            |                                                     |         |                       |         |                      |         | (Dollars in Thousands) |         |        |         |        
|Investment securities available for sale:                          |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   | Trust Preferred Securities |                                                     | $       | 100,408               |         |                      | $       | 90,203                 |         |        | $       | 101,149 |         |   | $       | 82,670 |        
|                                                                   | Federal Agency Notes       |                                                     |         | 49,690                |         |                      |         | 50,005                 |         |        |         |        |         |   |         |       |        
|                                                                   | Asset-backed Securities    |                                                     |         | 13,402                |         |                      |         | 13,379                 |         |        |         |        |         |   |         |       |        
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   |                            | Total investment securities available for sale      |         |                       | 163,500 |                      |         |                        | 153,587 |        |         |         | 101,149 |   |         |        | 82,670  | 
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|Mortgage-backed securities available for sale:                     |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   | FHLMC                      |                                                     |         | 31,807                |         |                      |         | 31,109                 |         |        |         |        |         |   |         |       |        
|                                                                   | GNMA                       |                                                     |         | 148,131               |         |                      |         | 150,798                |         |        |         | 92,353  |         |   |         | 91,737 |        
|                                                                   | FNMA                       |                                                     |         | 193,423               |         |                      |         | 193,485                |         |        |         | 91,426  |         |   |         | 89,210 |        
|                                                                   | Other                      |                                                     |         | 27,951                |         |                      |         | 28,675                 |         |        |         | 63,672  |         |   |         | 62,537 |        
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   |                            | Total mortgage-backed securities available for sale |         |                       | 401,312 |                      |         |                        | 404,068 |        |         |         | 247,451 |   |         |        | 243,484 | 
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|Total investment and mortgage-backed securities available for sale |                            | $                                                   | 564,812 |                       |         | $                    | 557,654 |                        |         | $      | 348,600 |         |         | $ | 326,154 |       
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|Investment securities held to maturity:                            |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   | Municipals                 |                                                     | $       | 50,440                |         |                      | $       | 50,797                 |         |        | $       | 43,648  |         |   | $       | 43,097 |        
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|Mortgage-backed securities held to maturity:                       |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   | FNMA                       |                                                     |         |                      |         |                      |         |                       |         |        |         | 80,662  |         |   |         | 77,576 |        
|                                                                   | FHLMC                      |                                                     |         |                      |         |                      |         |                       |         |        |         | 35,725  |         |   |         | 34,257 |        
|                                                                   | Other                      |                                                     |         | 1,034                 |         |                      |         | 1,034                  |         |        |         | 1,051   |         |   |         | 1,051  |        
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|                                                                   |                            | Total mortgage-backed securities held to maturity   |         |                       | 1,034   |                      |         |                        | 1,034   |        |         |         | 117,438 |   |         |        | 112,884 | 
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       
|Total investment and mortgage-backed securities held to maturity   |                            | $                                                   | 51,474  |                       |         | $                    | 51,831  |                        |         | $      | 161,086 |         |         | $ | 155,981 |       
|                                                                   |                            |                                                     |         |                       |         |                      |         |                        |         |        |         |         |         |   |         |       

As of September 30, 2001, the carrying value of the securities was $616.3
million and the market value was $609.5 million. The total unrealized loss on
these securities was $6.8 million. Of this total, $7.2 million relates to
securities which are available for sale on which the unrealized loss, net of
tax, is included as a reduction of stockholders equity. The difference
between the carrying value and market value of securities which are held to
maturity, aggregating a gain of $357,000, has not been recognized in the
financial statements as of September 30, 2001. The unrealized losses are
primarily the result of decreases in market interest rates.

Deposits. Deposits are the Banks primary source of funds to use in
lending and investment activities. Deposit balances were $2.37 billion at
September 30, 2001, which represented an increase of $307.1 million, or 14.9%,
from $2.06 billion at December 31, 2000. Core deposit balances increased by
$181.7 million, or 28.7%, and time deposits increased by $125.4 million, or
8.8%, during this period. Core deposits include NOW, demand deposit, money
market and savings accounts. The growth in core deposits resulted primarily
from the Banks continued focus on developing new and expanding existing
commercial and consumer relationships in the ethnic Chinese community, its
retail niche market. At September 30, 2001, 65.7% of our deposits were time
deposits, 18.3% were savings accounts, and 16.0% were NOW, demand deposit and
money market accounts. By comparison, at December 31, 2000, 69.4% of our
deposits were time deposits, 16.9% were savings accounts, and 13.7% were NOW,
demand deposit and money market accounts.

The Bank obtains deposits primarily from the communities it serves. No
material portion of its deposits are from or are dependent on any one person or
industry. At September 30, 2001, less than 2% of the Banks deposits were held
by customers with addresses located outside the United States. Additionally,
at that date, the 100 depositors with the largest aggregate deposit balances
comprised less than 15% of the Banks total deposits. The Bank accepts
deposits in excess of $100,000 from customers. Included in time deposits as of
September 30, 2001, is $678.4 million of deposits of $100,000 or greater. Such
deposits make up 28.6% of total deposits. At September 30, 2001, the Bank had
no brokered deposits. Substantially all of the time deposits as of September
30, 2001 mature in one year or less.

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The following table presents the balances and rates paid for categories of
deposits at the dates indicated:

|                                               |                     |   |                       |           |                      |  |                        |      |              |   |           |           |          |  |      |      | 
|---------------------------------------------- | ------------------- | - | --------------------- | --------- | -------------------- |  | ---------------------- | ---- | ------------ | - | --------- | --------- | -------- |  | ---- | ---- | 
|                                               |                     |   | At September 30, 2001 |           | At December 31, 2000
|                                               |                     |   |                       |           |                     
|                                               |                     |   |                       |           |                      |  | Weighted               |      |              |   |           |           | Weighted
|                                               |                     |   | Balance               |           | Average Rate         |  | Balance                |      | Average Rate
|                                               |                     |   |                       |           |                      |  |                        |      |             
|                                               |                     |   |                       |           |                      |  | (Dollars in Thousands) |      |              |   |          
|                                              
|NOW, demand deposits and money market accounts |                     | $ | 380,614               |           |                      |  | 1.30                   | %    |              | $ | 282,611   |           |          |  | 1.66 | %   
|Savings accounts                               |                     |   | 433,390               |           |                      |  | 1.71                   |      |              |   | 349,679   |           |          |  | 2.30 |     
|Time deposits:                                 |                     |   |                       |           |                      |  |                        |      |              |   |           |           |          |  |      |     
|                                               | Less than $100,000  |   |                       | 878,755   |                      |  |                        | 4.34 |              |   |           | 851,913   |          |  |      | 5.72 | 
|                                               | $100,000 or greater |   |                       | 678,402   |                      |  |                        | 4.53 |              |   |           | 579,816   |          |  |      | 6.32 | 
|                                               |                     |   |                       |           |                      |  |                        |      |              |   |           |           |          |  |      |     
|                                               | Total time deposits |   |                       | 1,557,157 |                      |  |                        | 4.42 |              |   |           | 1,431,729 |          |  |      | 5.97 | 
|                                               |                     |   |                       |           |                      |  |                        |      |              |   |           |           |          |  |      |     
|Total deposits                                 |                     | $ | 2,371,161             |           |                      |  | 3.42                   | %    |              | $ | 2,064,019 |           |          |  | 4.75 | %   
|                                               |                     |   |                       |           |                      |  |                        |      |              |   |           |           |          |  |      |     

Other Borrowings.The Bank maintains borrowing lines with numerous
correspondent banks and brokers and with the Federal Home Loan Bank (FHLB) of
San Francisco to supplement our supply of lendable funds. Such borrowings are
generally secured with mortgage loans and/or securities with a market value at
least equal to outstanding balances. In addition to loans and securities,
advances from the FHLB of San Francisco are typically secured by a pledge of
our stock in the FHLB of San Francisco. At September 30, 2001, the Bank had
$238.0 million of advances outstanding, compared to $260.6 million outstanding
at December 31, 2000.

Included in the $238.0 million of FHLB advances as of September 30, 2001
were $5.0 million of fixed-rate advances for two years and $17.0 million of
fixed-rate advances for ten years. An additional $216.0 million of the
advances had ten-year terms but contained provisions that the FHLB could, at
their option, terminate the advances at quarterly intervals at specified
periods ranging from three to five years beyond the original advance dates.

In December of 1998, the Bank entered into the Treasury Investment Program
with the Federal Reserve Bank of San Francisco (FRB). This borrowing line
allows the Bank to utilize deposits made to the U.S. Treasury for federal tax
payments until the Treasury needs the funds. This borrowing line was
discontinued in April 2001. At December 31, 2000, $2.6 million was outstanding
under this borrowing line.

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The following table sets forth certain information regarding short and
long-term borrowings of the Bank at or for the dates indicated:

|                                  |                                 |                                                                         |  |                                 |         |      |  |   |         |  
|--------------------------------- | ------------------------------- | ----------------------------------------------------------------------- |  | ------------------------------- | ------- | ---- |  | - | ------- | -
|                                  |                                 |                                                                         |  | At or For the Nine Months Ended
|                                  |                                 |                                                                         |  | September 30,                  
|                                  |                                 |                                                                         |  |                                
|                                  |                                 |                                                                         |  | 2001                            |         | 2000
|                                  |                                 |                                                                         |  |                                 |         |     
|                                  |                                 |                                                                         |  | (Dollars in Thousands)         
|                                  | Short-term borrowings:          |                                                                         |  |                                 |         |      |  |   |        
|                                  | FHLB of San Francisco advances: |                                                                         |  |                                 |         |      |  |   |        
|                                  |                                 | Average balance outstanding                                             |  | $                               | 17,106  |      |  | $ | 200,274 |  
|                                  |                                 | Maximum amount outstanding at any month end                             |  |                                 | 39,177  |      |  |   | 239,000 |  
|                                  |                                 | Balance outstanding at end of period                                    |  |                                 |        |      |  |   | 102,055 |  
|                                  |                                 | Weighted average interest rate during the period                        |  |                                 | 6.64    | %    |  |   | 6.28    | %
|                                  |                                 | Weighted average interest rate at end of period                         |  |                                 |        | %    |  |   | 6.72    | %
|                                  |                                 | Weighted average remaining term to maturity at end of period (in years) |  |                                 | 0       |      |  |   | 0       |  
|                                 
|FRB direct investment borrowings: |                                 |                                                                         |  |                                 |         |      |  |  
|                                  |                                 | Average balance outstanding                                             |  | $                               | 947     |      |  | $ | 5,846   |  
|                                  |                                 | Maximum amount outstanding at any month end                             |  |                                 | 10,000  |      |  |   | 10,000  |  
|                                  |                                 | Balance outstanding at end of period                                    |  |                                 |        |      |  |   | 6,553   |  
|                                  |                                 | Weighted average interest rate during the period                        |  |                                 | 5.56    | %    |  |   | 5.76    | %
|                                  |                                 | Weighted average interest rate at end of period                         |  |                                 |        | %    |  |   | 6.60    | %
|                                  |                                 | Weighted average remaining term to maturity at end of period (in years) |  |                                 |        |      |  |   |        |  
|                                 
|Long-term borrowings:             |                                 |                                                                         |  |                                 |         |      |  |  
|FHLB of San Francisco advances:   |                                 |                                                                         |  |                                 |         |      |  |  
|                                  |                                 | Average balance outstanding                                             |  | $                               | 238,000 |      |  | $ | 233,000 |  
|                                  |                                 | Maximum amount outstanding at any month end                             |  |                                 | 238,000 |      |  |   | 233,000 |  
|                                  |                                 | Balance outstanding at end of period                                    |  |                                 | 238,000 |      |  |   | 233,000 |  
|                                  |                                 | Weighted average interest rate during the period                        |  |                                 | 5.52    | %    |  |   | 5.51    | %
|                                  |                                 | Weighted average interest rate at end of period                         |  |                                 | 5.46    | %    |  |   | 5.43    | %
|                                  |                                 | Weighted average remaining term to maturity at end of period (in years) |  |                                 | 7       |      |  |   | 8       |  

Regulatory Capital. Under capital adequacy guidelines and the regulatory
framework for prompt corrective action, the Bank must meet specific capital
guidelines as calculated under regulatory accounting practices. As of
September 30, 2001, the Bank met the Well Capitalized requirements under
these guidelines. The total risk-based capital ratio of the Bank at September
30, 2001 was 10.95%, as compared with 10.97% at December 31, 2000. The ratio
of Tier I capital (as defined in the regulations) to average assets (as
defined) of the Bank at September 30, 2001 was 6.96% compared with 6.95% at
December 31, 2000. The Companys capital ratios are approximately those of the
Bank, and similarly the Company is categorized as Well Capitalized.




ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

There has been no material change in the Companys exposure to market risk
since the information was disclosed in the Companys Annual Report dated
December 31, 2000 on file with the Securities and Exchange Commission (SEC File
No. 0-24947).

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##### Table of Contents






PART II- OTHER INFORMATION




Item 1. Legal Proceedings

The Companys wholly-owned subsidiary, United Commercial Bank, has been a
party to litigation incidental to various aspects of its operations, in the
ordinary course of business.

Management is not currently aware of any litigation that will have a
material adverse impact on the Companys consolidated financial condition, or
the results of operations.




Item 2. Changes in Securities and Use of Proceeds

Not applicable.




Item 3. Defaults Upon Senior Securities

Not applicable.




Item 4. Submission of Matters to a Vote of Security Holders

None.




Item 5. Other Information

None.




Item 6. Exhibits and Reports on Form 8-K



|(a) |  | List of Exhibits (Filed herewith unless otherwise noted)
|--- |  | --------------------------------------------------------

|     |  |                                                                                                                   
|---- |  | ------------------------------------------------------------------------------------------------------------------
|3.1  |  | Amended and Restated Certificate of Incorporation of UCBH Holdings, Inc.*                                         
|3.2  |  | Bylaws of UCBH Holdings, Inc.*                                                                                    
|3.3  |  | Certificate of Amendment to the Amended and Restated Certificate of
Incorporation of UCBH Holdings, Inc.**        
|4.0  |  | Form of Stock Certificate of UCBH Holdings, Inc.*                                                                 
|10.1 |  | Employment Agreement between United Commercial Bank and Thomas S. Wu*                                             
|10.2 |  | Employment Agreement between UCBH Holdings, Inc. and Thomas S. Wu*                                                
|10.3 |  | Form of Termination and Change in Control Agreement between United
Commercial Bank and certain executive officers*
|10.4 |  | Form of Termination and Change in Control Agreement between UCBH
Holdings, Inc. and certain executive officers*   
|10.5 |  | Amended UCBH Holdings, Inc. 1998 Stock Option Plan**                                                              



|(b) |  | Reports on Form 8-K
|--- |  | -------------------

None.



---

|*  |  | Incorporated by reference to the exhibit of the same number from the
Companys Registration Statement on Form S-1, filed with the Securities
and Exchange Commission on July 1, 1998 (SEC File No. 333-58325).         
|-- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  
|  
|  
|  
|** |  | Incorporated by reference to the exhibit of the same number from the
Companys Form 10-Q for the quarter ended March 31, 2001, filed with the
Securities and Exchange Commission on May 3, 2001 (SEC File No. 0-24947).

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##### Table of Contents






SIGNATURES

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



| | UCBH HOLDINGS, INC.
| | -------------------



|Date:     November 5, 2001 | /s/ Thomas S. Wu
Thomas S. Wu
Chairman, President and Chief Executive Officer
(principal executive officer)
|-------------------------- | -------------------------------------------------------------------------------------------------------------------------------



|Date:    November 5, 2001 | /s/ Jonathan H. Downing
Jonathan H. Downing
Senior Vice President and
Chief Financial Officer
(principal financial officer)
|------------------------- | -----------------------------------------------------------------------------------------------------------------------------------------------

Page 17