##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, D.C. 20549
 FORM 10-Q
 (Mark One)
 þ
    
    Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the quarterly period ended March 31, 2006.
 OR
 o
    
    Transition Report under Section 13 or 15(d) of the Securities Exchange Act of 1934.
 For the transition period from to
 Commission File Number: 000-24947
 UCBH HOLDINGS, INC.
  Delaware
(State or other jurisdiction of incorporation or organization)
    
    94-3072450
(I.R.S. Employer Identification No.)
 555 Montgomery Street, San Francisco, California
    
    94111(Address of principal executive offices)
    
    (Zip Code)
 (415) 315-2800
 þ  ̈
  þ o o
  ̈ þ




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##### 



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Table of Contents
 PagePART IItem 1
    
    Financial Statements
    
    
    1Item 2
    
    Managements Discussion and Analysis of  Financial Condition and Results of Operations
    
    
    22Item 3
    
    Quantitative and Qualitative Disclosures About Market Risk
    
    
    50Item 4
    
    Controls and Procedures
    
    
    50PART IIItem 1
    
    Legal Proceedings
    
    
    51Item 1A
    
    Risk Factors
    
    
    51Item 2
    
    Unregistered Sales of Equity Securities and Use of Proceeds
    
    
    51Item 3
    
    Defaults Upon Senior Securities
    
    
    51Item 4
    
    Submission of Matters to a Vote of Security Holders
    
    
    51Item 5
    
    Other Information
    
    
    51Item 6
    
    Exhibits
    
    
    52SIGNATURES
    
    
    55EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.0




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##### Table of Contents



PART I  FINANCIAL INFORMATION
 
 Item 1. Financial Statements
 UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
 March 31,
    
    
    December 31,2006
    
    
    2005ASSETSCash and due from banks
    
    $
    74,533
    
    
    $
    101,002Interest-bearing deposits in other banks
    
    
    82,928
    
    
    
    99,070Federal funds sold
    
    
    23,401
    
    
    
    2,993Cash and cash equivalents
    
    
    180,862
    
    
    
    203,065Investment and mortgage-backed securities available for sale, at fair value
    
    
    1,079,994
    
    
    
    1,117,724Investment and mortgage-backed securities held to maturity, at cost (fair value of
$306,806 and $313,974 at March 31, 2006, and December 31, 2005, respectively)
    
    
    304,936
    
    
    
    308,608Federal Home Loan Bank stock and other equity investments
    
    
    85,142
    
    
    
    75,445Loans held for sale
    
    
    358,157
    
    
    
    156,740Loans held in portfolio
    
    
    5,701,663
    
    
    
    5,838,660Allowance for loan losses
    
    
    (61,806
    )
    
    
    (64,542
    )Loans held in portfolio, net
    
    
    5,639,857
    
    
    
    5,774,118Accrued interest receivable
    
    
    39,923
    
    
    
    37,750Premises and equipment, net
    
    
    97,823
    
    
    
    98,289Goodwill
    
    
    107,108
    
    
    
    106,648Core deposit intangibles, net
    
    
    14,132
    
    
    
    14,981Mortgage servicing rights, net
    
    
    11,016
    
    
    
    10,642Other assets
    
    
    67,890
    
    
    
    61,627Total assets
    
    $
    7,986,840
    
    
    $
    7,965,637LIABILITIES AND STOCKHOLDERS EQUITYNoninterest-bearing deposits
    
    $
    545,093
    
    
    $
    558,649Interest-bearing deposits
    
    
    5,731,408
    
    
    
    5,705,520Total deposits
    
    
    6,276,501
    
    
    
    6,264,169Securities sold under agreements to repurchase
    
    
    50,000
    
    
    
    Short-term borrowings
    
    
    94,000
    
    
    
    279,425Subordinated debentures
    
    
    150,520
    
    
    
    150,520Accrued interest payable
    
    
    12,335
    
    
    
    12,582Long-term borrowings
    
    
    699,980
    
    
    
    562,033Other liabilities
    
    
    84,578
    
    
    
    93,394Total liabilities
    
    
    7,367,914
    
    
    
    7,362,123Commitments and contingencies (Note 13)Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued and outstanding
    
    
    
    
    
    
    Common stock, $0.01 par value, 180,000,000 shares authorized at March 31, 2006, and
December 31, 2005; 94,237,687 and 94,037,878 shares issued and outstanding at March 31,
2006, and December 31, 2005, respectively
    
    
    942
    
    
    
    940Additional paid-in capital
    
    
    249,510
    
    
    
    247,340Retained earnings
    
    
    395,813
    
    
    
    375,220Accumulated other comprehensive loss
    
    
    (27,339
    )
    
    
    (19,986
    )Total stockholders equity
    
    
    618,926
    
    
    
    603,514Total liabilities and stockholders equity
    
    $
    7,986,840
    
    
    $
    7,965,637
  -3-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Operations
 Three Months Ended March 31,2006
    
    
    2005Interest and dividend income:Loans
    
    $
    105,538
    
    
    $
    66,625Federal funds sold and deposits with banks
    
    
    1,015
    
    
    
    638Investment and mortgage-backed securities:Taxable
    
    
    14,207
    
    
    
    14,176Nontaxable
    
    
    2,692
    
    
    
    2,583Total interest and dividend income
    
    
    123,452
    
    
    
    84,022Interest expense:Deposits
    
    
    44,396
    
    
    
    22,061Short-term borrowings
    
    
    3,474
    
    
    
    316Subordinated debentures
    
    
    2,715
    
    
    
    2,314Long-term borrowings
    
    
    7,287
    
    
    
    3,965Total interest expense
    
    
    57,872
    
    
    
    28,656Net interest income
    
    
    65,580
    
    
    
    55,366Provision for loan losses
    
    
    307
    
    
    
    1,190Net interest income after provision for loan losses
    
    
    65,273
    
    
    
    54,176Noninterest income:Commercial banking fees
    
    
    4,095
    
    
    
    2,237Service charges on deposits
    
    
    740
    
    
    
    664Gain (loss) on sale of securities, net
    
    
    (2
    )
    
    
    609Gain on sale of SBA loans, net
    
    
    581
    
    
    
    1,084Gain on sale of multifamily and commercial real estate loans, net
    
    
    3,911
    
    
    
    3,752Unrealized loss on loans held for sale
    
    
    (97
    )
    
    
    Equity loss in other equity investments
    
    
    (458
    )
    
    
    (411
    )Acquisition termination fee
    
    
    5,000
    
    
    
    Other fees
    
    
    307
    
    
    
    111Total noninterest income
    
    
    14,077
    
    
    
    8,046Noninterest expense:Personnel
    
    
    25,734
    
    
    
    14,740Occupancy
    
    
    3,699
    
    
    
    2,646Data processing
    
    
    2,322
    
    
    
    1,624Furniture and equipment
    
    
    1,660
    
    
    
    1,529Professional fees and contracted services
    
    
    3,385
    
    
    
    2,509Deposit insurance
    
    
    211
    
    
    
    188Communication
    
    
    246
    
    
    
    257Core deposit intangible amortization
    
    
    555
    
    
    
    284Other general and administrative
    
    
    4,936
    
    
    
    3,436Total noninterest expense
    
    
    42,748
    
    
    
    27,213Income before income tax expense
    
    
    36,602
    
    
    
    35,009Income tax expense
    
    
    13,183
    
    
    
    13,203Net income
    
    $
    23,419
    
    
    $
    21,806Earnings per share:Basic
    
    $
    0.25
    
    
    $
    0.24Diluted
    
    $
    0.24
    
    
    $
    0.23Dividends declared per share
    
    $
    0.030
    
    
    $
    0.025
  -4-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Changes in Stockholders Equity and Comprehensive Income
 Additional
    
    
    
    
    
    
    Accumulated Other
    
    
    TotalCommon Stock
    
    
    Paid-In
    
    
    Retained
    
    
    Comprehensive
    
    
    Stockholders
    
    
    ComprehensiveShares
    
    
    Amount
    
    
    Capital
    
    
    Earnings
    
    
    Loss (1)
    
    
    Equity
    
    
    IncomeBalance at December
31, 2004
    
    
    91,131,824
    
    
    $
    456
    
    
    $
    203,432
    
    
    $
    286,622
    
    
    $
    (6,498
    )
    
    $
    484,012Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    21,806
    
    
    
    
    
    
    
    21,806
    
    
    $
    21,806Other comprehensive
loss, net of tax benefit
of $8,155
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (11,239
    )
    
    
    (11,239
    )
    
    
    (11,239
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    10,567Stock options exercised,
including related tax
benefit
    
    
    308,582
    
    
    
    2
    
    
    
    2,990
    
    
    
    
    
    
    
    
    
    
    
    2,992Cash dividend of $0.025
per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,286
    )
    
    
    
    
    
    
    (2,286
    )Stock split
    
    
    
    
    
    
    457
    
    
    
    (457
    )
    
    
    
    
    
    
    
    
    
    
    Balance at March 31, 2005
    
    
    91,440,406
    
    
    $
    915
    
    
    $
    205,965
    
    
    $
    306,142
    
    
    $
    (17,737
    )
    
    $
    495,285Balance at December 31,
2005
    
    
    94,037,878
    
    
    $
    940
    
    
    $
    247,340
    
    
    $
    375,220
    
    
    $
    (19,986
    )
    
    $
    603,514Net income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    23,419
    
    
    
    
    
    
    
    23,419
    
    
    $
    23,419Other comprehensive
income, net of tax
benefit of $5,320
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (7,353
    )
    
    
    (7,353
    )
    
    
    (7,353
    )Comprehensive income
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    16,066Stock options exercised,
including related tax
benefit
    
    
    199,809
    
    
    
    2
    
    
    
    1,862
    
    
    
    
    
    
    
    
    
    
    
    1,864APB Opinion No. 25 stock
compensation charge
    
    
    
    
    
    
    
    
    
    
    3
    
    
    
    
    
    
    
    
    
    
    
    3SFAS No. 123(R) stock
compensation charge
    
    
    
    
    
    
    
    
    
    
    305
    
    
    
    
    
    
    
    
    
    
    
    305Cash dividend of $0.030
per share
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (2,826
    )
    
    
    
    
    
    
    (2,826
    )Balance at March 31, 2006
    
    
    94,237,687
    
    
    $
    942
    
    
    $
    249,510
    
    
    $
    395,813
    
    
    $
    (27,339
    )
    
    $
    618,926
 
 (1)
    
    Accumulated Other Comprehensive Loss arises solely from net unrealized losses on
investment and mortgage-backed securities available for sale, presented net of tax.  -5-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
 Three Months Ended March 31,2006
    
    
    2005Cash flows from operating activities:Net income
    
    $
    23,419
    
    
    $
    21,806Adjustments to reconcile net income to net cash provided by operating activities:Provision for loan losses
    
    
    307
    
    
    
    1,190Amortization of net deferred loan fees
    
    
    (2,124
    )
    
    
    (989
    )Amortization of net securities premiums and discounts
    
    
    (28
    )
    
    
    (173
    )Federal Home Loan Bank stock dividend
    
    
    (447
    )
    
    
    Amortization of intangibles
    
    
    1,196
    
    
    
    826Depreciation and amortization of premises and equipment
    
    
    2,307
    
    
    
    1,999Gain on sale of loans held in portfolio, securities, and other assets, net
    
    
    (3,979
    )
    
    
    (1,644
    )Unrealized loss on loans held for sale
    
    
    97
    
    
    
    Equity loss in other equity investments
    
    
    458
    
    
    
    411Stock compensation expense, net of tax benefit related to nonqualified stock option grants
    
    
    270
    
    
    
    Loss on extinguishment of secured borrowings
    
    
    5
    
    
    
    Other, net
    
    
    326
    
    
    
    (72
    )Changes in operating assets and liabilities:Decrease (increase) in loans originated for sale
    
    
    (10,659
    )
    
    
    45,853Increase in accrued interest receivable
    
    
    (2,173
    )
    
    
    (3,290
    )Decrease (increase) in other assets
    
    
    (976
    )
    
    
    10,549Increase (decrease) in accrued interest payable
    
    
    (247
    )
    
    
    1,522Increase (decrease) in other liabilities
    
    
    (8,652
    )
    
    
    41,285Net cash provided by (used in) operating activities
    
    
    (900
    )
    
    
    119,273Cash flows from investing activities:Payment of acquisition related expenditures
    
    
    (460
    )
    
    
    Investment and mortgage-backed securities, available for sale:Principal payments and maturities
    
    
    27,756
    
    
    
    305,150Purchases
    
    
    (9,894
    )
    
    
    (347,610
    )Sales
    
    
    7,231
    
    
    
    26,345Called
    
    
    
    
    
    
    2,000Principal payments and maturities of investment and mortgage-backed securities, held to maturity
    
    
    3,662
    
    
    
    6,366Purchase of Federal Home Loan Bank stock
    
    
    (9,587
    )
    
    
    Funding of other equity investments
    
    
    (505
    )
    
    
    (1,505
    )Proceeds from the sale of loans held in portfolio
    
    
    198,897
    
    
    
    18,414Loans held in portfolio originated and purchased, net of principal collections
    
    
    (256,829
    )
    
    
    (326,673
    )Purchases of premises and other equipment
    
    
    (1,873
    )
    
    
    (668
    )Capitalization of loan servicing rights
    
    
    (1,048
    )
    
    
    (1,834
    )Other investing activities, net
    
    
    122
    
    
    
    30Net cash used in investing activities
    
    
    (42,528
    )
    
    
    (319,985
    )Cash flows from financing activities:Net increase (decrease) in demand deposits, NOW, money market and savings accounts
    
    
    (22,949
    )
    
    
    79,948Net increase in time deposits
    
    
    35,281
    
    
    
    66,926Net decrease in short-term borrowings
    
    
    (39,197
    )
    
    
    (25,897
    )Net increase in securities sold under agreements to repurchase
    
    
    50,000
    
    
    
    Proceeds from long-term borrowings
    
    
    1,267
    
    
    
    Principal payments of long-term borrowings
    
    
    (2,291
    )
    
    
    Proceeds from stock option exercises
    
    
    1,465
    
    
    
    1,313Payment of cash dividend on common stock
    
    
    (2,351
    )
    
    
    (1,823
    )Net cash provided by financing activities
    
    
    21,225
    
    
    
    120,467Net decrease in cash and cash equivalents
    
    
    (22,203
    )
    
    
    (80,245
    )Cash and cash equivalents at beginning of period
    
    
    203,065
    
    
    
    208,364Cash and cash equivalents at end of period
    
    $
    180,862
    
    
    $
    128,119
  -6-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  (Unaudited)
 1.
    
    Basis of Presentation and Summary of Significant Accounting and Reporting Policies
 Basis of Presentation and Principles of Consolidation
 Consolidation of Variable Interest Entities, an interpretation of ARB No. 51
   Use of Estimates in Preparation of Financial Statements
  Reclassification
  Allowance for Loan Losses
  -7-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
         Stock-Based Compensation
 Share-Based Payment
 -8-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation Accounting for Stock-Based Compensation  Transition and
Disclosure
   2.
    
    Recent Accounting Pronouncements
 Determining
the Variability in a Potential Variable Interest Entity
 Determining the Variability to be Considered
in Applying FASB Interpretation No. 46(R)
 Accounting for Servicing of Financial Assets
 Accounting for Servicing of Financial Assets  an
amendment of FASB Statement No. 140
 -9-




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UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  Accounting for Certain Hybrid Financial Instruments
 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140
 The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments
 The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments Accounting for Certain Investments in Debt and Equity Securities The Equity Method of Accounting for Investments in Common Stock
 Accounting Changes and Error Correction
 Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes
in Interim Financial Statements
 -10-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
 3.
    
    Business Combinations
 Great Eastern Bank
  4.
    
    Cash and Cash Equivalents
  -11-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued  (Unaudited)
 5.
    
    Investment and Mortgage-Backed Securities
  Gross
    
    
    Gross
    
    
    
    
    
    
    Less Than 12 Months
    
    
    12 Months or More
    
    
    TotalAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Market
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedDescription
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Value
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesInvestment securities
available for sale:Trust preferred securities
    
    $
    33,444
    
    
    $
    37
    
    
    $
    (496
    )
    
    $
    32,985
    
    
    $
    14,813
    
    
    $
    (131
    )
    
    $
    8,135
    
    
    $
    (365
    )
    
    $
    22,948
    
    
    $
    (496
    )U.S. Government sponsored
enterprises
    
    
    162,125
    
    
    
    
    
    
    
    (6,009
    )
    
    
    156,116
    
    
    
    53,210
    
    
    
    (499
    )
    
    
    102,906
    
    
    
    (5,510
    )
    
    
    156,116
    
    
    
    (6,009
    )Other
    
    
    10,507
    
    
    
    
    
    
    
    (76
    )
    
    
    10,431
    
    
    
    10,431
    
    
    
    (76
    )
    
    
    
    
    
    
    
    
    
    
    10,431
    
    
    
    (76
    )Total investment securities
available for sale
    
    
    206,076
    
    
    
    37
    
    
    
    (6,581
    )
    
    
    199,532
    
    
    
    78,454
    
    
    
    (706
    )
    
    
    111,041
    
    
    
    (5,875
    )
    
    
    189,495
    
    
    
    (6,581
    )Mortgage-backed securities
available for sale:FNMA
    
    
    340,650
    
    
    
    
    
    
    
    (15,189
    )
    
    
    325,461
    
    
    
    116,097
    
    
    
    (4,052
    )
    
    
    209,364
    
    
    
    (11,137
    )
    
    
    325,461
    
    
    
    (15,189
    )GNMA
    
    
    86,620
    
    
    
    
    
    
    
    (4,535
    )
    
    
    82,085
    
    
    
    17,020
    
    
    
    (804
    )
    
    
    65,065
    
    
    
    (3,731
    )
    
    
    82,085
    
    
    
    (4,535
    )FHLMC
    
    
    298,588
    
    
    
    
    
    
    
    (13,498
    )
    
    
    285,090
    
    
    
    88,851
    
    
    
    (1,813
    )
    
    
    196,238
    
    
    
    (11,685
    )
    
    
    285,089
    
    
    
    (13,498
    )Other
    
    
    195,242
    
    
    
    
    
    
    
    (7,416
    )
    
    
    187,826
    
    
    
    72,691
    
    
    
    (2,229
    )
    
    
    115,136
    
    
    
    (5,187
    )
    
    
    187,827
    
    
    
    (7,416
    )Total mortgage-backed
securities available for
sale
    
    
    921,100
    
    
    
    
    
    
    
    (40,638
    )
    
    
    880,462
    
    
    
    294,659
    
    
    
    (8,898
    )
    
    
    585,803
    
    
    
    (31,740
    )
    
    
    880,462
    
    
    
    (40,638
    )Total investment and
mortgage-backed securities
available for sale
    
    
    1,127,176
    
    
    
    37
    
    
    
    (47,219
    )
    
    
    1,079,994
    
    
    
    373,113
    
    
    
    (9,604
    )
    
    
    696,844
    
    
    
    (37,615
    )
    
    
    1,069,957
    
    
    
    (47,219
    )Investment securities held
to maturity:Municipal securities
    
    
    225,594
    
    
    
    5,175
    
    
    
    (649
    )
    
    
    230,120
    
    
    
    37,598
    
    
    
    (520
    )
    
    
    3,307
    
    
    
    (129
    )
    
    
    40,905
    
    
    
    (649
    )Mortgage-backed securities
held to maturity:FNMA
    
    
    5,067
    
    
    
    
    
    
    
    (254
    )
    
    
    4,813
    
    
    
    
    
    
    
    
    
    
    
    4,813
    
    
    
    (254
    )
    
    
    4,813
    
    
    
    (254
    )GNMA
    
    
    73,616
    
    
    
    
    
    
    
    (2,370
    )
    
    
    71,246
    
    
    
    62,520
    
    
    
    (1,826
    )
    
    
    8,726
    
    
    
    (544
    )
    
    
    71,246
    
    
    
    (2,370
    )FHLMC
    
    
    659
    
    
    
    
    
    
    
    (32
    )
    
    
    627
    
    
    
    
    
    
    
    
    
    
    
    627
    
    
    
    (32
    )
    
    
    627
    
    
    
    (32
    )Total mortgage-backed
securities held to maturity
    
    
    79,342
    
    
    
    
    
    
    
    (2,656
    )
    
    
    76,686
    
    
    
    62,520
    
    
    
    (1,826
    )
    
    
    14,166
    
    
    
    (830
    )
    
    
    76,686
    
    
    
    (2,656
    )Total investment and
mortgage-backed securities
held to maturity
    
    
    304,936
    
    
    
    5,175
    
    
    
    (3,305
    )
    
    
    306,806
    
    
    
    100,118
    
    
    
    (2,346
    )
    
    
    17,473
    
    
    
    (959
    )
    
    
    117,591
    
    
    
    (3,305
    )Total securities
    
    $
    1,432,112
    
    
    $
    5,212
    
    
    $
    (50,524
    )
    
    $
    1,386,800
    
    
    $
    473,231
    
    
    $
    (11,950
    )
    
    $
    714,317
    
    
    $
    (38,574
    )
    
    $
    1,187,548
    
    
    $
    (50,524
    )
  -12-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  Gross
    
    
    Gross
    
    
    
    
    
    
    Less Than 12 Months
    
    
    12 Months or More
    
    
    TotalAmortized
    
    
    Unrealized
    
    
    Unrealized
    
    
    Market
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    Unrealized
    
    
    Fair
    
    
    UnrealizedDescription
    
    Cost
    
    
    Gains
    
    
    Losses
    
    
    Value
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    Losses
    
    
    Value
    
    
    LossesInvestment securities
available for sale:Trust preferred securities
    
    $
    33,443
    
    
    $
    
    
    
    $
    (497
    )
    
    $
    32,946
    
    
    $
    18,671
    
    
    $
    (272
    )
    
    $
    4,275
    
    
    $
    (225
    )
    
    $
    22,946
    
    
    $
    (497
    )U.S. Government sponsored
enterprises
    
    
    159,655
    
    
    
    2
    
    
    
    (4,472
    )
    
    
    155,185
    
    
    
    55,428
    
    
    
    (381
    )
    
    
    96,850
    
    
    
    (4,091
    )
    
    
    152,278
    
    
    
    (4,472
    )Other
    
    
    11,012
    
    
    
    
    
    
    
    (101
    )
    
    
    10,911
    
    
    
    10,911
    
    
    
    (101
    )
    
    
    
    
    
    
    
    
    
    
    10,911
    
    
    
    (101
    )Total investment securities
available for sale
    
    
    204,110
    
    
    
    2
    
    
    
    (5,070
    )
    
    
    199,042
    
    
    
    85,010
    
    
    
    (754
    )
    
    
    101,125
    
    
    
    (4,316
    )
    
    
    186,135
    
    
    
    (5,070
    )Mortgage-backed securities
available for sale:FNMA
    
    
    355,135
    
    
    
    2
    
    
    
    (10,947
    )
    
    
    344,190
    
    
    
    162,309
    
    
    
    (3,373
    )
    
    
    180,746
    
    
    
    (7,574
    )
    
    
    343,055
    
    
    
    (10,947
    )GNMA
    
    
    88,184
    
    
    
    
    
    
    
    (3,151
    )
    
    
    85,033
    
    
    
    17,553
    
    
    
    (487
    )
    
    
    67,480
    
    
    
    (2,664
    )
    
    
    85,033
    
    
    
    (3,151
    )FHLMC
    
    
    302,540
    
    
    
    5
    
    
    
    (10,229
    )
    
    
    292,316
    
    
    
    157,234
    
    
    
    (4,007
    )
    
    
    133,184
    
    
    
    (6,222
    )
    
    
    290,418
    
    
    
    (10,229
    )Other
    
    
    202,264
    
    
    
    
    
    
    
    (5,121
    )
    
    
    197,143
    
    
    
    76,747
    
    
    
    (1,253
    )
    
    
    120,396
    
    
    
    (3,868
    )
    
    
    197,143
    
    
    
    (5,121
    )Total mortgage-backed
securities available for
sale
    
    
    948,123
    
    
    
    7
    
    
    
    (29,448
    )
    
    
    918,682
    
    
    
    413,843
    
    
    
    (9,120
    )
    
    
    501,806
    
    
    
    (20,328
    )
    
    
    915,649
    
    
    
    (29,448
    )Total investment and
mortgage-backed securities
available for sale
    
    
    1,152,233
    
    
    
    9
    
    
    
    (34,518
    )
    
    
    1,117,724
    
    
    
    498,853
    
    
    
    (9,874
    )
    
    
    602,931
    
    
    
    (24,644
    )
    
    
    1,101,784
    
    
    
    (34,518
    )Investment securities held
to maturity:Municipal securities
    
    
    225,573
    
    
    
    6,943
    
    
    
    (237
    )
    
    
    232,279
    
    
    
    18,379
    
    
    
    (144
    )
    
    
    3,342
    
    
    
    (93
    )
    
    
    21,721
    
    
    
    (237
    )Mortgage-backed securities
held to maturity:FNMA
    
    
    5,112
    
    
    
    
    
    
    
    (189
    )
    
    
    4,923
    
    
    
    
    
    
    
    
    
    
    
    4,923
    
    
    
    (189
    )
    
    
    4,923
    
    
    
    (189
    )GNMA
    
    
    77,261
    
    
    
    
    
    
    
    (1,128
    )
    
    
    76,133
    
    
    
    66,867
    
    
    
    (729
    )
    
    
    9,266
    
    
    
    (399
    )
    
    
    76,133
    
    
    
    (1,128
    )FHLMC
    
    
    662
    
    
    
    
    
    
    
    (23
    )
    
    
    639
    
    
    
    
    
    
    
    
    
    
    
    639
    
    
    
    (23
    )
    
    
    639
    
    
    
    (23
    )Total mortgage-backed
securities held to maturity
    
    
    83,035
    
    
    
    
    
    
    
    (1,340
    )
    
    
    81,695
    
    
    
    66,867
    
    
    
    (729
    )
    
    
    14,828
    
    
    
    (611
    )
    
    
    81,695
    
    
    
    (1,340
    )Total investment and
mortgage-backed securities
held to maturity
    
    
    308,608
    
    
    
    6,943
    
    
    
    (1,577
    )
    
    
    313,974
    
    
    
    85,246
    
    
    
    (873
    )
    
    
    18,170
    
    
    
    (704
    )
    
    
    103,416
    
    
    
    (1,577
    )Total securities
    
    $
    1,460,841
    
    
    $
    6,952
    
    
    $
    (36,095
    )
    
    $
    1,431,698
    
    
    $
    584,099
    
    
    $
    (10,747
    )
    
    $
    621,101
    
    
    $
    (25,348
    )
    
    $
    1,205,200
    
    
    $
    (36,095
    )
  -13-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
 6.
    
    Loans Held for Sale
  March 31,
    
    
    December 31,2006
    
    
    2005Commercial:Secured by real estate  nonresidential
    
    $
    356,059
    
    
    $
    154,087Business
    
    
    2,098
    
    
    
    2,653Loans held for sale (1)
    
    $
    358,157
    
    
    $
    156,740
 
 (1)
    
    Amounts include net unamortized deferred loan fees of $686,000
at March 31, 2006, and $372,000 at December 31, 2005.  7.
    
    Loans Held in Portfolio and Allowance for Loan Losses
  March 31,
    
    
    December 31,2006
    
    
    2005Commercial:Secured by real estate  nonresidential
    
    $
    2,023,772
    
    
    $
    2,307,381Secured by real estate  multifamily
    
    
    1,519,290
    
    
    
    1,506,848Construction
    
    
    564,653
    
    
    
    494,841Business
    
    
    930,089
    
    
    
    863,935Total commercial loans
    
    
    5,037,804
    
    
    
    5,173,005Consumer:Residential mortgage (one-to-four family)
    
    
    612,747
    
    
    
    613,988Other
    
    
    51,112
    
    
    
    51,667Total consumer loans
    
    
    663,859
    
    
    
    665,655Loans held in portfolio (1)
    
    
    5,701,663
    
    
    
    5,838,660Allowance for loan losses
    
    
    (61,806
    )
    
    
    (64,542
    )Loans held in portfolio, net
    
    $
    5,639,857
    
    
    $
    5,774,118
 
 (1)
    
    Amounts include net unamortized deferred loan fees of $7.4
million at March 31, 2006, and $7.4 million at December 31, 2005. -14-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  March 31,
    
    
    December 31,2006
    
    
    2005Adjustable-rate loans
    
    $
    2,730,674
    
    
    $
    2,951,945Intermediate fixed-rated loans
    
    
    1,662,840
    
    
    
    1,711,915Fixed-rate loans
    
    
    1,315,522
    
    
    
    1,182,198Loans held in portfolio (1)
    
    $
    5,709,036
    
    
    $
    5,846,058
 
 (1) Amounts exclude net unamortized deferred loan fees of $7.4
million at March 31, 2006, and $7.4 million at December 31, 2005.  2006
    
    
    2005Balance at beginning of period:Allowance for loan losses
    
    $
    64,542
    
    
    $
    56,472Allowance for losses  unfunded commitments
    
    
    3,402
    
    
    
    3,940Total allowance for losses at beginning of period
    
    
    67,944
    
    
    
    60,412Provision for losses
    
    
    307
    
    
    
    1,190Loans charged off
    
    
    (2,853
    )
    
    
    (134
    )Recoveries of loans previously charged off
    
    
    121
    
    
    
    27Total allowance for losses at end of period
    
    $
    65,519
    
    
    $
    61,495Allowance for loan losses
    
    $
    61,806
    
    
    $
    57,547Allowance for losses  unfunded commitments
    
    
    3,713
    
    
    
    3,948Total allowance for losses at end of period
    
    $
    65,519
    
    
    $
    61,495
 8.
    
    Borrowings
 Securities Sold Under Agreements to Repurchase
  Average balance outstanding
    
    $
    2,778Maximum amount outstanding at any month end period
    
    
    50,000Balance outstanding at end of period
    
    
    50,000Weighted average interest rate during the period
    
    
    4.18
    %Weighted average interest rate at end of period
    
    
    4.14
    %Weighted average remaining term to maturity at end of
period (in years)
    
    
    9.9
  -15-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  Long-Term and Short-Term Borrowings
 Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities
 9.
    
    Earnings Per Share
   Income
    
    
    Shares
    
    
    Per Share(Numerator)
    
    
    (Denominator)
    
    
    AmountThree months ended March 31, 2006:Net income  basic
    
    $
    23,419
    
    
    
    94,114,819
    
    
    $
    0.25Effect of stock options
    
    
    
    
    
    
    3,744,738Net income  diluted
    
    $
    23,419
    
    
    
    97,859,557
    
    
    $
    0.24Three months ended March 31, 2005:Net income  basic
    
    $
    21,806
    
    
    
    91,228,070
    
    
    $
    0.24Effect of stock options
    
    
    
    
    
    
    4,653,568Net income  diluted
    
    $
    21,806
    
    
    
    95,881,638
    
    
    $
    0.23
 10.
    
    Employee Benefit Plans
 Stock Option Plan
  -16-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
 Accounting for Stock Issued to
Employees Accounting for Stock-Based Compensation Accounting for Stock-Based Compensation  Transition and Disclosure
 Share-Based Payment.
    2006
    
    
    2005Dividend yield
    
    
    0.65
    %
    
    
    0.56
    %Volatility
    
    
    30.00
    %
    
    
    22.07
    %Risk-free interest rate
    
    
    4.52
    %
    
    
    4.16
    %Expected lives (years).
    
    
    7.52
    
    
    
    7.60
  -17-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
   WeightedWeighted
    
    
    AverageAverage
    
    
    RemainingNumber of
    
    
    Exercise
    
    
    Contractual
    
    
    Aggregate IntrinsicShares
    
    
    Price
    
    
    Term
    
    
    ValueOptions outstanding, beginning of period
    
    
    14,436,020
    
    
    $
    12.23Granted
    
    
    602,000
    
    
    
    17.77Exercised
    
    
    (199,809
    )
    
    
    7.33Forfeited
    
    
    (16,500
    )
    
    
    17.67Expired
    
    
    (534
    )
    
    
    16.81Options outstanding, end of period
    
    
    14,821,177
    
    
    $
    12.52
    
    
    
    6.59
    
    
    $
    94,892Shares exercisable end of period
    
    
    14,083,677
    
    
    $
    12.24
    
    
    
    6.43
    
    
    $
    94,014
   Weighted-
    
    
    Weighted-
    
    
    
    
    
    
    Weighted-Average
    
    
    Average
    
    
    
    
    
    
    AverageOptions
    
    
    Exercise
    
    
    Remaining
    
    
    Options
    
    
    ExerciseExercise Price
    
    Outstanding
    
    
    Price
    
    
    Life
    
    
    Exercisable
    
    
    Price$1.88-$2.25
    
    
    1,558,066
    
    
    $
    1.88
    
    
    
    2.65
    
    
    
    1,558,066
    
    
    $
    1.88$2.26-$4.51
    
    
    164,156
    
    
    $
    2.93
    
    
    
    3.96
    
    
    
    164,156
    
    
    $
    2.93$4.52-$6.77
    
    
    3,966,308
    
    
    $
    6.15
    
    
    
    5.06
    
    
    
    3,966,308
    
    
    $
    6.15$6.78-$9.03
    
    
    338,812
    
    
    $
    7.21
    
    
    
    4.62
    
    
    
    338,812
    
    
    $
    7.21$9.04-$11.29
    
    
    702,533
    
    
    $
    10.00
    
    
    
    6.39
    
    
    
    702,533
    
    
    $
    10.00$11.30-$13.55
    
    
    344,621
    
    
    $
    12.38
    
    
    
    6.86
    
    
    
    344,621
    
    
    $
    12.38$13.56-$15.81
    
    
    409,831
    
    
    $
    14.82
    
    
    
    7.27
    
    
    
    409,831
    
    
    $
    14.82$15.82-$18.07
    
    
    1,314,501
    
    
    $
    17.34
    
    
    
    9.17
    
    
    
    632,001
    
    
    $
    16.96$18.08-$20.33
    
    
    5,282,549
    
    
    $
    18.81
    
    
    
    8.18
    
    
    
    5,227,549
    
    
    $
    18.82$20.34-$22.59
    
    
    739,800
    
    
    $
    21.25
    
    
    
    8.38
    
    
    
    739,800
    
    
    $
    21.25Total/Average
    
    
    14,821,177
    
    
    $
    12.52
    
    
    
    6.59
    
    
    
    14,083,677
    
    
    $
    12.24
 -18-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  Net income, as reported
    
    $
    21,806Deduct: Total stock-based employee compensation expense
determined under fair value based method of all awards,
net of related tax effects
    
    
    (2,162
    )Net income, pro forma
    
    $
    19,644Basic earnings per share:As reported
    
    $
    0.24Pro forma
    
    $
    0.22Diluted earnings per share:As reported
    
    $
    0.23Pro forma
    
    $
    0.20
  11.
    
    Related Party Transactions
  -19-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
 12.
    
    Derivative Financial Instruments and Financial Instruments with Off-Balance-Sheet Risk
  2006
    
    
    2005Financial instruments whose contract amounts represent credit risk:Commitments to extend credit:Consumer (including residential mortgage)
    
    $
    81,857
    
    
    $
    88,407Commercial (excluding construction)
    
    
    743,287
    
    
    
    672,662Construction
    
    
    589,621
    
    
    
    539,955Letters of credit
    
    
    102,119
    
    
    
    90,595Foreign exchange contracts receivable
    
    
    (234,667
    )
    
    
    (217,827
    )Foreign exchange contracts payable
    
    
    299,047
    
    
    
    216,892Put options to buy
    
    
    7,593
    
    
    
    11,269Put options to sell
    
    
    (7,593
    )
    
    
    (11,269
    )Unfunded CRA investment commitments
    
    
    4,743
    
    
    
    4,760
 13.
    
    Contingent Liabilities
  14.
    
    Supplemental Cash Flow Information
  2006
    
    
    2005Cash paid during the period for:Interest
    
    $
    58,118
    
    
    $
    27,133Income taxes
    
    
    13,754
    
    
    
    1,953Noncash investing and financing activities:Stock warrants acquired with issuance of commercial loans
    
    $
    (129
    )
    
    $
    Income tax benefit from stock options exercised
    
    
    399
    
    
    
    1,679Transfer of
commercial business loans from held for sale to held in portfolio
    
    
    (827
    )
    
    
    Transfer of commercial real estate loans to held for sale from held in portfolio
    
    
    248,644
    
    
    
    
 15.
    
    Segment Information
  -20-




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##### Table of Contents



UCBH HOLDINGS, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements  Continued
(Unaudited
  UCBHDomestic
    
    
    
    
    
    
    

    Total
    
    
    Holdings,Banking
    
    
    Other
    
    

    Segments
    
    
    Inc.
    
    Intersegment
    
    
    ConsolidatedThree months ended March 31,
2006:Total interest and dividend income
    
    $
    120,498
    
    
    $
    4,450
    
    
    $
    124,948
    
    
    $
    
    
    
    $
    (1,496
    )
    
    $
    123,452Net interest income
    
    
    67,030
    
    
    
    1,282
    
    
    
    68,312
    
    
    
    (2,732
    )
    
    
    
    
    
    
    65,580Net income
    
    
    26,131
    
    
    
    (1,486
    )
    
    
    24,645
    
    
    
    23,416
    
    
    
    (24,642
    )
    
    
    23,419Three months ended March 31, 2005:Total interest and dividend income
    
    $
    83,270
    
    
    $
    1,185
    
    
    $
    84,455
    
    
    $
    
    
    
    $
    (433
    )
    
    $
    84,022Net interest income (expense)
    
    
    56,645
    
    
    
    1,040
    
    
    
    57,685
    
    
    
    (2,319
    )
    
    
    
    
    
    
    55,366Net income (loss)
    
    
    25,601
    
    
    
    (473
    )
    
    
    25,128
    
    
    
    21,806
    
    
    
    (25,128
    )
    
    
    21,806
 16.
    
    Subsequent Events
  -21-




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##### Table of Contents



Item 2. Managements Discussion and Analysis of Financial Condition and Results of
Operations
 FORWARD LOOKING STATEMENTS
 This document, including information included or incorporated by reference in this document,
contains certain forward-looking statements within the meaning of the Private Securities Litigation
Reform Act of 1995. Forward-looking statements provide current expectations or forecasts of future
events and include, among others:
 
    
    statements with respect to UCBH Holdings, Inc. and its
consolidated subsidiaries (collectively the Company) beliefs,
plans, objectives, goals, guidelines, expectations, anticipations,
and future financial condition, results of operations and
performance;
 
    
    statements preceded or identified by words, such as expects,
anticipates, intends, plans, believes, seeks,
estimates, will, should, could, projects, may, or
words of similar import.
 These forward-looking statements are based upon managements current beliefs and expectations and
are not guarantees of future performance, nor should they be relied upon as representing
managements views as of any subsequent date. These forward-looking statements are also inherently
subject to significant business, economic and competitive uncertainties, risks and contingencies,
many of which are difficult to predict and generally beyond managements control. In addition,
these forward-looking statements are subject to assumptions with respect to future business
strategies and decisions that are subject to change and actual results, performance or achievements
may be materially different from the anticipated results, performance or achievements discussed,
expressed or implied by these forward-looking statements. Factors that might cause such
differences include, but are not limited to the following:
 
    
    the Companys ability to successfully execute its business plans and achieve its objectives;
    
    changes in political and economic conditions, including the economic effects of terrorist attacks against the United
States and related events;
    
    changes in financial market conditions, either nationally or locally in areas in which the Company conducts its
operations;
    
    fluctuations in the equity and fixed-income markets;
    
    changes in interest rates;
    
    acquisitions and integration of acquired businesses;
    
    increases in the levels of losses, customer bankruptcies, claims and assessments;
    
    changes in fiscal, monetary, regulatory, trade and tax policies and laws;
    
    continuing consolidation in the financial services industry;
    
    new litigation or changes in existing litigation;
    
    success in gaining regulatory approvals, when required;
    
    changes in consumer spending and savings habits;
    
    increased competitive challenges and expanding product and pricing pressures among financial institutions, whether
banks, investment banks, insurance companies or others, in the Companys markets;
    
    technological changes;
    
    demographic changes;
    
    legislation or regulatory changes which adversely affect the Companys operations and businesses;
    
    the Companys ability to comply with applicable laws and regulations; and
    
    changes in accounting policies or procedures as may be required by the Financial Accounting Standards Board or
regulatory agencies.
 You are cautioned not to place undue reliance on these forward-looking statements, which speak only
as of the date of this document or the date of any document incorporated by reference in this
document. All subsequent written and oral forward-looking statements concerning matters addressed
in this document and attributable to the Company or any person acting on the Companys behalf are
expressly qualified in their entirety by the cautionary statements contained or referred to in this
section. Except to the extent required by applicable law or regulation,
the Company undertakes no obligation to update these forward-looking statements to reflect events,
developments or circumstances after the date of this document or to reflect the occurrence of
future events.
 -22-




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##### Table of Contents



MANAGEMENT OVERVIEW
    CORPORATE DEVELOPMENTS
 Retirement of Director and Designation of Lead Director
  Termination of Merger Agreement with Great Eastern Bank
 CRITICAL ACCOUNTING POLICIES AND SIGNIFICANT ESTIMATES
  Allowance for Loan Losses
  -23-




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##### Table of Contents



-24-




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##### Table of Contents



Stock-Based Compensation
 Share-Based Payment
 Accounting for Stock Issued to Employees Accounting for Stock-Based
Compensation Accounting for Stock-Based Compensation  Transition and
Disclosure
  2006
    
    
    2005Dividend yield
    
    
    0.65
    %
    
    
    0.56
    %Volatility
    
    
    30.00
    %
    
    
    22.07
    %Risk-free interest rate
    
    
    4.52
    %
    
    
    4.16
    %Expected lives (years)
    
    
    7.52
    
    
    
    7.60
   -25-




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##### Table of Contents



Income
Taxes
   Recent Accounting Pronouncements
 Determining the Variability in a Potential Variable Interest Entity
 Determining the Variability to be Considered
in Applying FASB Interpretation No. 46(R) Consolidation of Variable
Interest  Entities, an interpretation of ARB No. 51,
 Accounting for Servicing of Financial Assets
 Accounting for Servicing of Financial Assets  an
amendment of FASB Statement No. 140
 Accounting for Certain Hybrid Financial Instruments
 Accounting for Certain Hybrid Financial
Instruments, an amendment of FASB Statements No. 133 and 140
 -26-




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##### Table of Contents



The Meaning of Other-Than-Temporary Impairment and its Application to Certain Investments
 The Meaning of Other-Than-Temporary Impairment and its
Application to Certain Investments Accounting for Certain Investments in Debt and Equity Securities The Equity Method of Accounting for Investments in Common Stock
 Accounting Changes and Error Correction
 Accounting Changes and Error Corrections  a
replacement of APB Opinion No. 20, Accounting Changes, and SFAS No. 3, Reporting Accounting Changes
in Interim Financial Statements
 -27-




---



##### Table of Contents



RESULTS OF OPERATIONS
 Financial Highlights
 Three Months Ended March 31,Increase (Decrease)2006
    
    
    2005
    
    
    Amount
    
    
    %Operating Data:Interest & dividend income:Loans
    
    $
    105,538
    
    
    $
    66,625
    
    
    $
    38,913
    
    
    
    58.41Funds sold and due from bank
    
    
    1,015
    
    
    
    638
    
    
    
    377
    
    
    
    59.09Investment & mortgage-backed securities:Taxable
    
    
    14,207
    
    
    
    14,176
    
    
    
    31
    
    
    
    0.22Nontaxable
    
    
    2,692
    
    
    
    2,583
    
    
    
    109
    
    
    
    4.22Total interest & dividend income
    
    
    123,452
    
    
    
    84,022
    
    
    
    39,430
    
    
    
    46.93Interest expense:Deposits
    
    
    44,396
    
    
    
    22,061
    
    
    
    22,335
    
    
    
    101.24Short-term borrowings
    
    
    3,474
    
    
    
    316
    
    
    
    3,158
    
    
    
    999.37Subordinated debentures
    
    
    2,715
    
    
    
    2,314
    
    
    
    401
    
    
    
    17.33Long-term borrowings
    
    
    7,287
    
    
    
    3,965
    
    
    
    3,322
    
    
    
    83.78Total interest expense
    
    
    57,872
    
    
    
    28,656
    
    
    
    29,216
    
    
    
    101.95Net interest income
    
    
    65,580
    
    
    
    55,366
    
    
    
    10,214
    
    
    
    18.45Provision for (recovery of) loan losses
    
    
    307
    
    
    
    1,190
    
    
    
    (883
    )
    
    
    (74.20
    )Net interest income after provision for loan losses
    
    
    65,273
    
    
    
    54,176
    
    
    
    11,097
    
    
    
    20.48Noninterest income:Commercial banking fees
    
    
    4,095
    
    
    
    2,237
    
    
    
    1,858
    
    
    
    83.06Service charges on deposits
    
    
    740
    
    
    
    664
    
    
    
    76
    
    
    
    11.45Gain (loss) on sale of securities, net
    
    
    (2
    )
    
    
    609
    
    
    
    (611
    )
    
    
    (100.33
    )Gain on sale of SBA loans, net
    
    
    581
    
    
    
    1,084
    
    
    
    (503
    )
    
    
    (46.40
    )Gain on sale of multifamily real estate & other loans, net
    
    
    3,911
    
    
    
    3,752
    
    
    
    159
    
    
    
    4.24Unrealized loss on loans held for sale
    
    
    (97
    )
    
    
    
    
    
    
    (97
    )
    
    
    Equity loss in other equity investments
    
    
    (458
    )
    
    
    (411
    )
    
    
    (47
    )
    
    
    11.44Acquisition termination fee
    
    
    5,000
    
    
    
    
    
    
    
    5,000
    
    
    
    Other fees
    
    
    307
    
    
    
    111
    
    
    
    196
    
    
    
    176.58Total noninterest income
    
    
    14,077
    
    
    
    8,046
    
    
    
    6,031
    
    
    
    74.96Noninterest expense:Personnel
    
    
    25,734
    
    
    
    14,740
    
    
    
    10,994
    
    
    
    74.59Occupancy
    
    
    3,699
    
    
    
    2,646
    
    
    
    1,053
    
    
    
    39.80Data processing
    
    
    2,322
    
    
    
    1,624
    
    
    
    698
    
    
    
    42.98Furniture & equipment
    
    
    1,660
    
    
    
    1,529
    
    
    
    131
    
    
    
    8.57Professional fees & contracted services
    
    
    3,385
    
    
    
    2,509
    
    
    
    876
    
    
    
    34.91Deposit insurance
    
    
    211
    
    
    
    188
    
    
    
    23
    
    
    
    12.23Communication
    
    
    246
    
    
    
    257
    
    
    
    (11
    )
    
    
    (4.28
    )Core deposit intangible amortization
    
    
    555
    
    
    
    284
    
    
    
    271
    
    
    
    95.42Other general & administrative
    
    
    4,936
    
    
    
    3,436
    
    
    
    1,500
    
    
    
    43.66Total noninterest expense
    
    
    42,748
    
    
    
    27,213
    
    
    
    15,535
    
    
    
    57.09Income before income tax expense
    
    
    36,602
    
    
    
    35,009
    
    
    
    1,593
    
    
    
    4.55Income tax expense
    
    
    13,183
    
    
    
    13,203
    
    
    
    (20
    )
    
    
    (0.15
    )Net income
    
    $
    23,419
    
    
    $
    21,806
    
    
    $
    1,613
    
    
    
    7.40Per Share Data:Basic earnings per share
    
    $
    0.25
    
    
    $
    0.24
    
    
    $
    0.01
    
    
    
    4.17Diluted earnings per share
    
    
    0.24
    
    
    
    0.23
    
    
    
    0.01
    
    
    
    4.35Dividends declared per share
    
    
    0.030
    
    
    
    0.025
    
    
    
    0.005
    
    
    
    20.00Selected Operating Ratios:Return on average assets
    
    
    1.18
    %
    
    
    1.37
    %
    
    (19
    ) bp*
    
    
    (13.87
    )Return on average equity
    
    
    15.36
    
    
    
    17.79
    
    
    
    (243
    )
    
    
    (13.66
    )Efficiency ratio (1)
    
    
    53.66
    
    
    
    42.91
    
    
    
    1,075
    
    
    
    25.05Noninterest expense to average assets
    
    
    2.15
    
    
    
    1.72
    
    
    
    43
    
    
    
    25.00Average equity to average assets
    
    
    7.68
    
    
    
    7.73
    
    
    
    (5
    )
    
    
    (0.65
    )Dividend payout ratio (2)
    
    
    12.50
    
    
    
    10.87
    
    
    
    163
    
    
    
    15.00Net loan charge-offs to average loans
    
    
    0.18
    
    
    
    0.01
    
    
    
    17
    
    
    
    1,700.00
 -28-




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##### Table of Contents



March 31,
    
    
    December 31,
    
    

Increase (Decrease)2006
    
    
    2005
    
    
    Amount
    
    
    %Financial Condition and Other Data:Investments and mortgage-backed securities available for sale
    
    $
    1,079,994
    
    
    $
    1,117,724
    
    
    $
    (37,730
    )
    
    
    (3.38
    )Investments and mortgage-backed securities held to maturity
    
    
    304,936
    
    
    
    308,608
    
    
    
    (3,672
    )
    
    
    (1.19
    )Loans held for sale
    
    
    358,157
    
    
    
    156,740
    
    
    
    201,417
    
    
    
    128.50Loans held in portfolio, net
    
    
    5,639,857
    
    
    
    5,774,118
    
    
    
    (134,261
    )
    
    
    (2.33
    )Total assets
    
    
    7,986,840
    
    
    
    7,965,637
    
    
    
    21,203
    
    
    
    0.27Deposits
    
    
    6,276,501
    
    
    
    6,264,169
    
    
    
    12,332
    
    
    
    0.20Short-term borrowings
    
    
    94,000
    
    
    
    279,425
    
    
    
    (185,425
    )
    
    
    (66.36
    )Long-term borrowings
    
    
    699,980
    
    
    
    562,033
    
    
    
    137,947
    
    
    
    24.54Subordinated debentures
    
    
    150,520
    
    
    
    150,520
    
    
    
    
    
    
    
    Stockholders equity
    
    
    618,926
    
    
    
    603,514
    
    
    
    15,412
    
    
    
    2.55Nonperforming assets
    
    
    17,305
    
    
    
    19,133
    
    
    
    (1,828
    )
    
    
    (9.55
    )Selected Ratios:Loan delinquency ratio
    
    
    0.65
    %
    
    
    0.48
    %
    
    17
    bp*
    
    
    35.42Nonperforming assets to total assets
    
    
    0.22
    
    
    
    0.24
    
    
    
    (2
    )
    
    
    (8.33
    )Nonperforming loans to total loans
    
    
    0.29
    
    
    
    0.32
    
    
    
    (3
    )
    
    
    (9.38
    )Allowance for loan losses to nonperforming loans
    
    
    357.16
    
    
    
    337.33
    
    
    
    1,983
    
    
    
    5.88Allowance for loan losses to loans held in portfolio
    
    
    1.08
    
    
    
    1.11
    
    
    
    (3
    )
    
    
    (2.70
    )Total loan to deposit ratio
    
    
    96.55
    
    
    
    95.71
    
    
    
    84
    
    
    
    0.88Stockholders equity to total assets
    
    
    7.75
    
    
    
    7.58
    
    
    
    17
    
    
    
    2.24Bank Regulatory Capital Ratios:United Commercial Bank:Total risk-based capital
    
    
    11.02
    %
    
    
    10.98
    %
    
    4
    bp*
    
    
    0.36Tier 1 risk-based capital
    
    
    10.01
    
    
    
    9.91
    
    
    
    10
    
    
    
    1.01Tier 1 leverage ratio (3)
    
    
    8.29
    
    
    
    8.26
    
    
    
    3
    
    
    
    0.36UCBH Holdings, Inc. and subsidiaries:Total risk-based capital
    
    
    11.34
    %
    
    
    11.33
    %
    
    1
    bp*
    
    
    0.09Tier 1 risk-based capital
    
    
    10.33
    
    
    
    10.26
    
    
    
    7
    
    
    
    0.68Tier 1 leverage ratio (3)
    
    
    8.56
    
    
    
    8.56
    
    
    
    
    
    
    
    
 
 (1)
    
    Represents noninterest expense divided by the total of our net interest income
before provision for loan losses and our noninterest income.(2)
    
    Represents dividends declared per share as a percentage of diluted earnings per
share.(3)
    
    Represents Tier 1 capital to total average assets.*
    
    Basis point. Three Months Ended March 31, 2006, Compared to Three Months Ended March 31, 2005
  Net Interest Income and Net Interest Margin
 -29-




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##### Table of Contents



2006
    
    
    2005Average
    
    
    
    
    
    
    
    
    
    
    AverageInterest
    
    
    Yields
    
    
    
    
    
    
    Interest
    
    
    YieldsAverage
    
    
    Income/
    
    
    Earned/
    
    
    Average
    
    
    Income/
    
    
    Earned/Balance
    
    
    Expense
    
    
    Rates Paid
    
    
    Balance
    
    
    Expense
    
    
    Rates PaidInterest-earning assetsLoans (1)(2)
    
    $
    6,037,540
    
    
    $
    105,538
    
    
    
    6.99
    %
    
    $
    4,513,691
    
    
    $
    66,625
    
    
    
    5.90
    %Taxable securities (3)
    
    
    1,223,637
    
    
    
    14,207
    
    
    
    4.64
    
    
    
    1,295,887
    
    
    
    14,176
    
    
    
    4.38Nontaxable securities (3)
    
    
    225,580
    
    
    
    2,692
    
    
    
    4.77
    
    
    
    215,601
    
    
    
    2,583
    
    
    
    4.79Other
    
    
    96,818
    
    
    
    1,015
    
    
    
    4.19
    
    
    
    88,063
    
    
    
    638
    
    
    
    2.90Total interest-earning assets
    
    
    7,583,575
    
    
    
    123,452
    
    
    
    6.51
    
    
    
    6,113,242
    
    
    
    84,022
    
    
    
    5.50Noninterest-earning assets
    
    
    358,413
    
    
    
    
    
    
    
    
    
    
    
    232,251
    
    
    
    Total assets
    
    $
    7,941,988
    
    
    $
    123,452
    
    
    
    
    
    
    $
    6,345,493
    
    
    $
    84,022Interest-bearing liabilities:Deposits:NOW, checking and money market accounts
    
    $
    1,212,276
    
    
    $
    7,774
    
    
    
    2.57
    
    
    $
    979,227
    
    
    $
    3,446
    
    
    
    1.41Savings accounts
    
    
    779,183
    
    
    
    2,278
    
    
    
    1.17
    
    
    
    950,252
    
    
    
    2,465
    
    
    
    1.04Time deposits
    
    
    3,622,005
    
    
    
    34,344
    
    
    
    3.79
    
    
    
    2,870,385
    
    
    
    16,150
    
    
    
    2.25Total interest-bearing deposits
    
    
    5,613,464
    
    
    
    44,396
    
    
    
    3.16
    
    
    
    4,799,864
    
    
    
    22,061
    
    
    
    1.84Short-term borrowings
    
    
    363,135
    
    
    
    3,474
    
    
    
    3.83
    
    
    
    84,385
    
    
    
    316
    
    
    
    1.50Long- term borrowings
    
    
    580,093
    
    
    
    7,287
    
    
    
    5.02
    
    
    
    334,912
    
    
    
    3,965
    
    
    
    4.74Subordinated debentures
    
    
    146,050
    
    
    
    2,715
    
    
    
    7.44
    
    
    
    136,000
    
    
    
    2,314
    
    
    
    6.81Total interest-bearing liabilities
    
    
    6,702,742
    
    
    
    57,872
    
    
    
    3.45
    
    
    
    5,355,161
    
    
    
    28,656
    
    
    
    2.14Noninterest-bearing deposits
    
    
    511,445
    
    
    
    
    
    
    
    
    
    
    
    418,594
    
    
    
    Other noninterest-bearing liabilities
    
    
    117,871
    
    
    
    
    
    
    
    
    
    
    
    81,399
    
    
    
    Stockholders equity
    
    
    609,930
    
    
    
    
    
    
    
    
    
    
    
    490,339
    
    
    
    Total liabilities and stockholders equity
    
    $
    7,941,988
    
    
    $
    57,872
    
    
    
    
    
    
    $
    6,345,493
    
    
    $
    28,656Net interest-earning assets/net interest
income/net interest rate spread
(4)
    
    $
    880,833
    
    
    $
    65,580
    
    
    
    3.06
    %
    
    $
    758,081
    
    
    $
    55,366
    
    
    
    3.36
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.46
    %
    
    
    
    
    
    
    
    
    
    
    3.62
    %Ratio of interest-earning assets to
interest-bearing liabilities
    
    
    1.13x
    
    
    
    
    
    
    
    
    
    
    
    1.14xTax equivalent basis:Total interest-earning assets (6)
    
    $
    7,583,575
    
    
    $
    124,902
    
    
    
    6.59
    %
    
    $
    6,113,242
    
    
    $
    85,465
    
    
    
    5.59
    %Total interest-bearing liabilities
    
    
    6,702,742
    
    
    
    57,872
    
    
    
    3.45
    
    
    
    5,355,161
    
    
    
    28,656
    
    
    
    2.14Net interest-earning assets/net interest
income/net interest rate spread
(4)
    
    $
    880,833
    
    
    $
    67,030
    
    
    
    3.14
    %
    
    $
    758,081
    
    
    $
    56,809
    
    
    
    3.45
    %Net interest margin (5)
    
    
    
    
    
    
    
    
    
    
    3.54
    %
    
    
    
    
    
    
    
    
    
    
    3.72
    %Average cost of deposits:Total interest-bearing deposits
    
    $
    5,613,464
    
    
    $
    44,396
    
    
    
    3.16
    %
    
    $
    4,799,864
    
    
    $
    22,061
    
    
    
    1.84
    %Noninterest-bearing deposits
    
    
    511,445
    
    
    
    
    
    
    
    
    
    
    
    418,594
    
    
    
    Total deposits
    
    $
    6,124,909
    
    
    $
    44,396
    
    
    
    2.90
    %
    
    $
    5,218,458
    
    
    $
    22,061
    
    
    
    1.69
    %
 
 (1)
    
    Nonaccrual loans are included in the table for computation purposes; however,
interest for such loans is recognized on a cash basis.(2)
    
    Average loans include loans held for sale.(3)
    
    Average yield on investment securities is computed using historical cost balances;
the yield information does not give effect to changes in fair value that are reflected as a
component of stockholders equity.(4)
    
    Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing liabilities.(5)
    
    Net interest margin represents net interest income divided by average
interest-earning assets.(6)
    
    Interest income from nontaxable securities has been adjusted to a tax equivalent
basis using a statutory federal income tax rate of 35.0%. Interest income from nontaxable
investment securities calculated on a tax equivalent basis was $1.5 million and $1.4 million
for the three months ended March 31, 2006 and 2005, respectively.  -30-




---



##### Table of Contents



-31-




---



##### Table of Contents



Changes due toVolume
    
    
    Rate
    
    
    TotalInterest income:Loans
    
    $
    26,637
    
    
    $
    12,276
    
    
    $
    38,913Taxable securities
    
    
    (839
    )
    
    
    870
    
    
    
    31Nontaxable securities
    
    
    119
    
    
    
    (10
    )
    
    
    109Other
    
    
    92
    
    
    
    285
    
    
    
    377Total interest income on interest-earning assets
    
    
    26,009
    
    
    
    13,421
    
    
    
    39,430Interest expense:Deposits:NOW, checking, and money market accounts
    
    
    1,494
    
    
    
    2,834
    
    
    
    4,328Savings accounts
    
    
    (500
    )
    
    
    313
    
    
    
    (187
    )Time deposits
    
    
    7,127
    
    
    
    11,067
    
    
    
    18,194Short-term borrowings
    
    
    2,667
    
    
    
    491
    
    
    
    3,158Long-term borrowings
    
    
    3,080
    
    
    
    242
    
    
    
    3,322Subordinated debentures
    
    
    187
    
    
    
    214
    
    
    
    401Total interest expense on interest-bearing liabilities
    
    
    14,055
    
    
    
    15,161
    
    
    
    29,216Increase (decrease) in net interest income
    
    $
    11,954
    
    
    $
    (1,740
    )
    
    $
    10,214
  Provision for Loan Losses
  Noninterest Income
 Noninterest Expense
 -32-




---



##### Table of Contents



Income Tax Expense
 -33-




---



##### Table of Contents



BALANCE SHEET ANALYSIS
 Investment Securities
    March 31, 2006
    
    
    December 31, 2005Amortized
    
    
    Market
    
    
    Amortized
    
    
    MarketCost
    
    
    Value
    
    
    Cost
    
    
    ValueInvestment securities available for sale:Trust preferred securities
    
    $
    33,444
    
    
    $
    32,985
    
    
    $
    33,443
    
    
    $
    32,946U.S. Government sponsored enterprises
    
    
    162,125
    
    
    
    156,116
    
    
    
    159,655
    
    
    
    155,185Other
    
    
    10,507
    
    
    
    10,431
    
    
    
    11,012
    
    
    
    10,911Total investment securities available for sale
    
    
    206,076
    
    
    
    199,532
    
    
    
    204,110
    
    
    
    199,042Mortgage-backed securities available for sale:FNMA
    
    
    340,650
    
    
    
    325,461
    
    
    
    355,135
    
    
    
    344,190GNMA
    
    
    86,620
    
    
    
    82,085
    
    
    
    88,184
    
    
    
    85,033FHLMC
    
    
    298,588
    
    
    
    285,090
    
    
    
    302,540
    
    
    
    292,316Other
    
    
    195,242
    
    
    
    187,826
    
    
    
    202,264
    
    
    
    197,143Total mortgage-backed securities available for sale
    
    
    921,100
    
    
    
    880,462
    
    
    
    948,123
    
    
    
    918,682Total investment and mortgage-backed securities
available for sale
    
    
    1,127,176
    
    
    
    1,079,994
    
    
    
    1,152,233
    
    
    
    1,117,724Investment securities held to maturity:Municipals
    
    
    225,594
    
    
    
    230,120
    
    
    
    225,573
    
    
    
    232,279Mortgage-backed securities held to maturity:FNMA
    
    
    5,067
    
    
    
    4,813
    
    
    
    5,112
    
    
    
    4,923GNMA
    
    
    73,616
    
    
    
    71,246
    
    
    
    77,261
    
    
    
    76,133FHLMC
    
    
    659
    
    
    
    627
    
    
    
    662
    
    
    
    639Total mortgage-backed securities held to maturity
    
    
    79,342
    
    
    
    76,686
    
    
    
    83,035
    
    
    
    81,695Total investment and mortgage-backed securities
held to maturity
    
    
    304,936
    
    
    
    306,806
    
    
    
    308,608
    
    
    
    313,974Total investment and mortgage-backed securities
    
    $
    1,432,112
    
    
    $
    1,386,800
    
    
    $
    1,460,841
    
    
    $
    1,431,698
  -34-




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##### Table of Contents



Loans
  March 31, 2006
    
    
    December 31, 2005Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    2,023,772
    
    
    
    35.49
    
    
    $
    2,307,381
    
    
    
    39.52Secured by real estate  multifamily
    
    
    1,519,290
    
    
    
    26.65
    
    
    
    1,506,848
    
    
    
    25.81Construction
    
    
    564,653
    
    
    
    9.90
    
    
    
    494,841
    
    
    
    8.47Business
    
    
    930,089
    
    
    
    16.31
    
    
    
    863,935
    
    
    
    14.80Total commercial
    
    
    5,037,804
    
    
    
    88.35
    
    
    
    5,173,005
    
    
    
    88.60Consumer:Residential mortgage (one-to-four family)
    
    
    612,747
    
    
    
    10.75
    
    
    
    613,988
    
    
    
    10.52Other
    
    
    51,112
    
    
    
    0.90
    
    
    
    51,667
    
    
    
    0.88Total consumer
    
    
    663,859
    
    
    
    11.65
    
    
    
    665,655
    
    
    
    11.40Loans held in portfolio (1)
    
    
    5,701,663
    
    
    
    100.00
    
    
    
    5,838,660
    
    
    
    100.00Allowance for loan losses
    
    
    (61,806
    )
    
    
    
    
    
    
    (64,542
    )Loans held in portfolio, net
    
    $
    5,639,857
    
    
    
    
    
    
    $
    5,774,118
 
 (1)
    
    Amounts include net unamortized deferred loan fees of $7.4 million at March 31,
2006, and $7.4 million at December 31, 2005.   March 31, 2006
    
    
    December 31, 2005Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    356,059
    
    
    
    99.41
    
    
    $
    154,087
    
    
    
    98.31Business
    
    
    2,098
    
    
    
    0.59
    
    
    
    2,653
    
    
    
    1.69Loans held for sale (1)
    
    $
    358,157
    
    
    
    100.00
    
    
    $
    156,740
    
    
    
    100.00
 
 (1) Amounts include net unamortized deferred loan fees of $686,000 at March 31,
2006, and $372,000 at December 31, 2005.  -35-




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##### Table of Contents



March 31, 2006
    
    
    December 31, 2005Amount
    
    
    %
    
    
    Amount
    
    
    %Adjustable-rate loans
    
    $
    2,730,674
    
    
    
    47.83
    
    
    $
    2,951,945
    
    
    
    50.50Intermediate fixed-rate loans
    
    
    1,662,840
    
    
    
    29.13
    
    
    
    1,711,915
    
    
    
    29.28Fixed-rate loans
    
    
    1,315,522
    
    
    
    23.04
    
    
    
    1,182,198
    
    
    
    20.22Gross loans held in portfolio (1)
    
    $
    5,709,036
    
    
    
    100.00
    
    
    $
    5,846,058
    
    
    
    100.00
 
 (1) Amounts exclude net deferred loan fees of $7.4 million at March 31, 2006, and
$7.4 million at December 31, 2005.   IntermediateAdjustable
    
    
    Fixed
    
    
    Fixed
    
    
    TotalCommercial:Secured by real estate  nonresidential
    
    $
    958,722
    
    
    $
    414,765
    
    
    $
    655,194
    
    
    $
    2,028,681Secured by real estate  multifamily
    
    
    344,512
    
    
    
    1,017,417
    
    
    
    153,671
    
    
    
    1,515,600Construction
    
    
    509,283
    
    
    
    
    
    
    
    59,273
    
    
    
    568,556Business
    
    
    826,281
    
    
    
    1,162
    
    
    
    102,982
    
    
    
    930,425Total commercial
    
    
    2,638,798
    
    
    
    1,433,344
    
    
    
    971,120
    
    
    
    5,043,262Consumer:Residential mortgage (one-to-four family)
    
    
    47,922
    
    
    
    229,496
    
    
    
    334,945
    
    
    
    612,363Other
    
    
    43,954
    
    
    
    
    
    
    
    9,457
    
    
    
    53,411Total consumer
    
    
    91,876
    
    
    
    229,496
    
    
    
    344,402
    
    
    
    665,774Gross loans held in portfolio (1)
    
    $
    2,730,674
    
    
    $
    1,662,840
    
    
    $
    1,315,522
    
    
    $
    5,709,036
 
 (1)
    
    Amounts exclude net deferred loan fees of $7.4 million at March 31, 2006. -36-




---



##### Table of Contents



2006
    
    
    2005Loans held for sale:Commercial:Secured by real estate  nonresidential
    
    $
    22,325
    
    
    $
    19,834Secured by real estate  multifamily
    
    
    
    
    
    
    175,639Total loans held for sale commitments (1)
    
    
    22,325
    
    
    
    195,473Loans held in portfolio:Commercial:Secured by real estate  nonresidential
    
    
    185,081
    
    
    
    193,148Secured by real estate  multifamily
    
    
    85,122
    
    
    
    77,379Construction
    
    
    178,891
    
    
    
    142,932Business
    
    
    230,519
    
    
    
    139,424Total commercial loans
    
    
    679,613
    
    
    
    552,883Consumer:Residential mortgage (one-to-four family)
    
    
    18,865
    
    
    
    45,349Other
    
    
    7,256
    
    
    
    7,899Total consumer loans
    
    
    26,121
    
    
    
    53,248Total loans held in portfolio commitments (1)
    
    
    705,734
    
    
    
    606,131Total loan commitments (1)
    
    $
    728,059
    
    
    $
    801,604
 
 (1)
    
    Excludes commitments related to loan participations. Deposits
   -37-




---



##### Table of Contents



March 31, 2006
    
    

December
31, 2005Weighted
    
    
    
    
    
    
    WeightedAverage
    
    
    
    
    
    
    AverageAmount
    
    
    Rate
    
    
    Amount
    
    
    RateNOW, checking and money market accounts
    
    $
    1,840,391
    
    
    
    2.05
    %
    
    $
    1,784,065
    
    
    
    1.65
    %Savings accounts
    
    
    867,439
    
    
    
    1.72
    
    
    
    946,714
    
    
    
    1.85Time deposits:Less than $100,000
    
    
    1,259,318
    
    
    
    3.50
    
    
    
    1,203,001
    
    
    
    2.69$100,000 or greater
    
    
    2,309,353
    
    
    
    4.16
    
    
    
    2,330,389
    
    
    
    3.98Total time deposits
    
    
    3,568,671
    
    
    
    3.93
    
    
    
    3,533,390
    
    
    
    3.54Total deposits
    
    $
    6,276,501
    
    
    
    3.07
    %
    
    $
    6,264,169
    
    
    
    2.75
    %
 Securities Sold Under Agreements to Repurchase
  Average balance outstanding
    
    $
    2,778Maximum amount outstanding at any month end period
    
    
    50,000Balance outstanding at end of period
    
    
    50,000Weighted average interest rate during the period
    
    
    4.18
    %Weighted average interest rate at end of period
    
    
    4.14
    %Weighted average remaining term to maturity at end of
period (in years)
    
    
    9.9
  -38-




---



##### Table of Contents



Borrowings
  March 31,
    
    
    December 31,2006
    
    
    2005Short-term borrowings:FHLB of San Francisco and Seattle advances and other short-term borrowings:Average balance outstanding
    
    $
    358,801
    
    
    $
    301,400Maximum amount outstanding at any month end period
    
    
    482,317
    
    
    
    566,169Balance outstanding at end of period
    
    
    94,000
    
    
    
    279,425Weighted average interest rate during the period
    
    
    3.81
    %
    
    
    3.51
    %Weighted average interest rate at end of period
    
    
    4.87
    %
    
    
    4.09
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    
    
    
    
    Long-term borrowings:FHLB of San Francisco, Seattle and Boston advances:Average balance outstanding
    
    $
    580,093
    
    
    $
    361,677Maximum amount outstanding at any month end period
    
    
    699,980
    
    
    
    562,033Balance outstanding at end of period
    
    
    699,980
    
    
    
    562,033Weighted average interest rate during the period
    
    
    5.02
    %
    
    
    5.15
    %Weighted average interest rate at end of period
    
    
    4.67
    %
    
    
    4.76
    %Weighted average remaining term to maturity at end of period (in years)
    
    
    5.0
    
    
    
    5.0
  Accounting for Transfers and Servicing of Financial Assets and Extinguishment of Liabilities
 Subordinated Debentures
  -39-




---



##### Table of Contents



RISK ELEMENTS
   
    
    Enterprise Risk Management Committee, which reviews credit, operational, market and liquidity risk.
    
    Credit Risk Management Committee, which reviews credit policies, products, and problem assets risk.
    
    Market Risk Management Committee, which reviews securities, loans and borrowings to assess yield, market and interest
rate risk.
    
    Operational Risk Management Committee, which reviews those risks not covered by the Credit Risk Management and the
Market Risk Management Committees.
    
    
    Special Mention: loans that should not yet be adversely
classified, but have credit deficiencies or potential weaknesses
that warrant UCBs attention.
    
    Substandard: loans with one or more well-defined weaknesses,
which have the distinct possibility that UCB will sustain some
loss if the weaknesses are not corrected.
    
    Doubtful: loans with the weaknesses of a substandard loan plus
such weaknesses, which make collection or liquidation in full
questionable, based on current information, and have a high
probability of loss.
    
    Loss: loans considered uncollectible.
 Credit Risk Management
   -40-




---



##### Table of Contents











March 31, 2006
    
    
    December 31, 2005Amount
    
    
    %
    
    
    Amount
    
    
    %Commercial:Secured by real estate  nonresidential
    
    $
    2,023,772
    
    
    
    35.49
    
    
    $
    2,307,381
    
    
    
    39.52Secured by real estate  multifamily
    
    
    1,519,290
    
    
    
    26.65
    
    
    
    1,506,848
    
    
    
    25.81Construction
    
    
    564,653
    
    
    
    9.90
    
    
    
    494,841
    
    
    
    8.47Business
    
    
    930,089
    
    
    
    16.31
    
    
    
    863,935
    
    
    
    14.80Total commercial
    
    
    5,037,804
    
    
    
    88.35
    
    
    
    5,173,005
    
    
    
    88.60Consumer:Residential mortgage (one-to-four family)
    
    
    612,747
    
    
    
    10.75
    
    
    
    613,988
    
    
    
    10.52Other
    
    
    51,112
    
    
    
    0.90
    
    
    
    51,667
    
    
    
    0.88Total consumer
    
    
    663,859
    
    
    
    11.65
    
    
    
    665,655
    
    
    
    11.40Loans held in portfolio (1)
    
    $
    5,701,663
    
    
    
    100.00
    
    
    $
    5,838,660
    
    
    
    100.00





|    |  |                                                                                                                             
|--- |  | ----------------------------------------------------------------------------------------------------------------------------
|(1) |  | Amounts include net unamortized deferred loan fees of $7.4 million at March 31,
2006, and $7.4 million at December 31, 2005.





Nonperforming Assets


-41-




---



##### Table of Contents



March 31,
    
    
    December 31,2006
    
    
    2005Commercial loans:Secured by real estate  nonresidential
    
    $
    9,180
    
    
    $
    12,792Business
    
    
    7,742
    
    
    
    5,903Total commercial loans
    
    
    16,922
    
    
    
    18,695Consumer loans:Residential mortgage (one-to-four family)
    
    
    383
    
    
    
    388Other
    
    
    
    
    
    
    50Total consumer loans
    
    
    383
    
    
    
    438Total nonaccrual loans
    
    
    17,305
    
    
    
    19,133Other real estate owned (OREO)
    
    
    
    
    
    
    Total nonperforming assets
    
    $
    17,305
    
    
    $
    19,133Nonperforming assets to total assets
    
    
    0.22
    %
    
    
    0.24
    %Nonaccrual loans to total loans
    
    
    0.29
    
    
    
    0.32Nonperforming assets to total loans and OREO
    
    
    0.29
    
    
    
    0.32Total loans
    
    $
    6,059,820
    
    
    $
    5,995,400Gross income not recognized on nonaccrual loans
    
    
    1,093
    
    
    
    790Accruing loans contractually past due 90 days or more
    
    
    3,220
    
    
    
    5,374Loans classified as troubled debt restructurings and not included above
    
    
    10,444
    
    
    
    10,827
     -42-




---



##### Table of Contents



Allowances for Credit Losses
 Allowance for Loan Losses
     -43-




---



##### Table of Contents



Three Months Ended March 31,
    
    
    December 31,2006
    
    
    2005
    
    
    2005Balance at beginning of year:Allowance for loan losses
    
    $
    64,542
    
    
    $
    56,472
    
    
    $
    56,472Allowance for losses  unfunded commitments
    
    
    3,402
    
    
    
    3,940
    
    
    
    3,940Total allowance for losses at beginning of year
    
    
    67,944
    
    
    
    60,412
    
    
    $
    60,412Acquired allowance for loan losses
    
    
    
    
    
    
    
    
    
    
    2,932Provision for loan losses
    
    
    307
    
    
    
    1,190
    
    
    
    6,091Charge-offs:Commercial:Secured by real estate  nonresidential
    
    
    452
    
    
    
    
    
    
    
    838Business
    
    
    2,351
    
    
    
    134
    
    
    
    750Total commercial
    
    
    2,803
    
    
    
    134
    
    
    
    1,588Consumer:Other
    
    
    50
    
    
    
    
    
    
    
    26Total charge-offs
    
    
    2,853
    
    
    
    134
    
    
    
    1,614Recoveries:Commercial:Secured by real estate  nonresidential
    
    
    81
    
    
    
    
    
    
    
    Business
    
    
    30
    
    
    
    19
    
    
    
    63Total commercial
    
    
    111
    
    
    
    19
    
    
    
    63Consumer:Residential mortgage (one-to-four family)
    
    
    
    
    
    
    
    
    
    
    34Other
    
    
    10
    
    
    
    8
    
    
    
    26Total consumer
    
    
    10
    
    
    
    8
    
    
    
    60Total recoveries
    
    
    121
    
    
    
    27
    
    
    
    123Net recoveries (charge-offs)
    
    
    (2,732
    )
    
    
    (107
    )
    
    
    (1,491
    )Total allowance for losses at end of year
    
    $
    65,519
    
    
    $
    61,495
    
    
    $
    67,944Allowance for loan losses
    
    $
    61,806
    
    
    $
    57,547
    
    
    $
    64,542Allowance for losses  unfunded commitments
    
    
    3,713
    
    
    
    3,948
    
    
    
    3,402Total allowance for losses at end of year
    
    $
    65,519
    
    
    $
    61,495
    
    
    $
    67,944Allowance for loan losses to loans held in portfolio
    
    
    1.08
    %
    
    
    1.32
    %
    
    
    1.11
    %Net charge-offs to average loans outstanding (1)
    
    
    0.18
    
    
    
    0.01
    
    
    
    0.03
 
 (1)
    
    Average loans balance includes loans held for sale. -44-




---



##### Table of Contents



March 31, 2006
    
    
    December 31, 2005% of Gross
    
    
    
    
    
    
    % of GrossLoans Held
    
    
    
    
    
    
    Loans HeldAmount
    
    
    in Portfolio
    
    
    Amount
    
    
    In PortfolioCommercial:Secured by real estate  nonresidential
    
    $
    23,684
    
    
    
    35.49
    
    
    $
    30,778
    
    
    
    39.52Secured by real estate  multifamily
    
    
    1,836
    
    
    
    26.65
    
    
    
    1,075
    
    
    
    25.81Construction
    
    
    8,692
    
    
    
    9.90
    
    
    
    9,412
    
    
    
    8.47Business
    
    
    26,815
    
    
    
    16.31
    
    
    
    22,406
    
    
    
    14.80Total commercial
    
    
    61,027
    
    
    
    88.35
    
    
    
    63,671
    
    
    
    88.60Consumer:Residential mortgage (one-to-four family).
    
    
    651
    
    
    
    10.75
    
    
    
    697
    
    
    
    10.52Other
    
    
    128
    
    
    
    0.90
    
    
    
    174
    
    
    
    0.88Total consumer
    
    
    779
    
    
    
    11.65
    
    
    
    871
    
    
    
    11.40Allowance for loan losses
    
    $
    61,806
    
    
    
    100.00
    
    
    $
    64,452
    
    
    
    100.00Allowance for losses  unfunded commitments
    
    $
    3,543
    
    
    
    
    
    
    $
    3,402
   Allowance for Unfunded Commitments
 Operational Risk Management
  -45-




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##### Table of Contents



Interest Rate and Market Risk Management
       -46-




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##### Table of Contents



Liquidity Risk Management
 Liquidity Management
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##### Table of Contents



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##### Table of Contents



CAPITAL MANAGEMENT
   March 31,
    
    
    December 31,2006
    
    
    2005United Commercial Bank:Tier 1 leverage
    
    
    8.29
    %
    
    
    8.26
    %Tier 1 risk-based capital
    
    
    10.01
    
    
    
    9.91Total risk-based capital
    
    
    11.02
    
    
    
    10.98UCBH Holdings, Inc. and subsidiaries:Tier 1 leverage
    
    
    8.56
    %
    
    
    8.56
    %Tier 1 risk-based capital
    
    
    10.33
    
    
    
    10.26Total risk-based capital
    
    
    11.34
    
    
    
    11.33
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##### Table of Contents



Item 3. Quantitative and Qualitative Disclosures About Market Risk
  
 Item 4. Controls and Procedures
  -50-




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##### Table of Contents



PART II  OTHER INFORMATION
 
 Item 1. Legal Proceedings
  
 Item 1A. Risk Factors
   
 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
  
 Item 3. Defaults Upon Senior Securities
  
 Item 4. Submission of Matters to a Vote of Security Holders
  
 Item 5. Other Information
  -51-




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##### Table of Contents



Item 6. Exhibits
 Index to ExhibitsExhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith2.1
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
UCBH Merger Sub, Inc., a wholly owned
subsidiary of Buyer, and Pacifica
Bancorp, Inc. dated May 23, 2005
    
    10-Q
    
    000-24947
    
    
    2.1
    
    
    August 9, 20052.2
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly owned
subsidiary of Buyer, and Asian American
Bank & Trust Company dated August 2,
2005
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9, 20052.3
    
    Agreement and Plan of Merger by and
among UCBH Holdings, Inc. (Buyer),
United Commercial Bank, a wholly owned
subsidiary of Buyer, and Great Eastern
Bank dated October 13, 2005
    
    S-4
    
    000-24947
    
    
    2.1
    
    
    December 12, 20053.1
    
    Second Amended and Restated Certificate
of Incorporation of UCBH Holdings, Inc.
    
    10-Q
    
    000-24947
    
    
    3.1
    
    
    May 10, 20043.2
    
    Amended and Restated Bylaws of UCBH
Holdings, Inc., as amended and restated
    
    10-Q
    
    000-24947
    
    
    3.2
    
    
    May 10, 20043.3
    
    Certificate of Designation, Preferences
and Rights of Series A Participating
Preferred Stock (filed as Exhibit A to
Exhibit 4.7 hereto)
    
    8-K
    
    000-24947
    
    
    1
    
    
    January 29, 20034.0
    
    Form of Stock Certificate of UCBH
Holdings, Inc.
    
    S-1
    
    333-58325
    
    
    4.0
    
    
    July 1, 19984.1
    
    Indenture of UCBH Holdings, Inc., dated
April 17, 1998, between UCBH Holdings,
Inc. and Wilmington Trust Company, as
trustee
    
    S-4
    
    333-58335
    
    
    4.1
    
    
    July 1, 19984.2
    
    Form of Certificate of Series B Junior
Subordinated Debenture
    
    S-4
    
    333-58335
    
    
    4.2
    
    
    July 1, 19984.3
    
    Certificate of Trust of UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.3
    
    
    July 1, 19984.4
    
    Amended and Restated Declaration of
Trust of UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.4
    
    
    July 1, 19984.5
    
    Form of Series B Capital Security
Certificate for UCBH Trust Co.
    
    S-4
    
    333-58335
    
    
    4.5
    
    
    July 1, 19984.6
    
    Form of Series B Guarantee of the
Company relating to the Series B
Capital
Securities
    
    S-4
    
    333-58335
    
    
    4.6
    
    
    July 1, 19984.7
    
    Rights Agreement dated as of January
28, 2003
    
    8-K
    
    000-24947
    
    
    1
    
    
    January 29, 2003
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##### Table of Contents



Index to ExhibitsExhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith4.8
    
    Indenture of UCBH Holdings, Inc.,
dated September 22, 2005, between UCBH
Holdings, Inc. and Wilmington Trust
Company, as trustee
    
    10-Q
    
    000-24947
    
    
    2.2
    
    
    November 9, 200510.1
    
    Employment Agreement between UCBH
Holdings, Inc., United Commercial Bank
and Thomas S. Wu
    
    10-Q
    
    000-24947
    
    
    10.1
    
    
    November 9, 200410.2
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Jonathan H.
Downing
    
    8-K
    
    000-24947
    
    
    10.2
    
    
    June 13, 200510.3
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Sylvia Loh as well
as certain other Executive Vice
Presidents of UCBH Holdings, Inc. or
United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.3
    
    
    November 9, 200410.4
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Ka Wah (Tony) Tsui
as well as certain other Senior Vice
Presidents of UCBH Holdings, Inc. or
United Commercial Bank
    
    10-Q
    
    000-24947
    
    
    10.4
    
    
    November 9, 200410.5
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Daniel Gautsch
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 8, 200510.6
    
    Form of Change in Control Agreement
among UCBH Holdings, Inc., United
Commercial Bank and Dennis Wu
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    June 13, 200510.7
    
    Amended UCBH Holdings, Inc. 1998 Stock
Option Plan
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    May 25, 200510.8
    
    Executive Deferred Compensation Plan,
as amended
    
    8-K
    
    000-24947
    
    
    10.1
    
    
    December 20, 200510.9
    
    Director Deferred Compensation Plan
    
    10-K
    
    000-24947
    
    
    10.7
    
    
    March 17, 200510.10
    
    Form of Indemnification Agreement of
UCBH Holdings, Inc.
    
    8-K
    
    000-24947
    
    
    10.3
    
    
    June 13, 200510.11
    
    Form of Indemnification Agreement of
United Commercial Bank.
    
    8-K
    
    000-24947
    
    
    10.4
    
    
    June 13, 200514.1
    
    Code of Conduct, as amended on August
14, 2004.
    
    8-K
    
    000-24947
    
    
    14.1
    
    
    September 1, 200421.0
    
    Subsidiaries of UCBH Holdings, Inc.
    
    10-K
    
    000-24947
    
    
    21.0
    
    
    March 16, 200631.1
    
    Certificate pursuant to Rule 13a-14(a)
of the Securities Exchange Act, as
amended, signed and dated by Thomas S.
Wu.
    
    
    
    
    
    
    
    
    
    
    
    P
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##### Table of Contents



Index to ExhibitsExhibit
    
    
    
    Incorporated by Reference
    
    FiledNumber
    
    Exhibit Description
    
    Form
    
    File No.
    
    Exhibit
    
    Filing Date
    
    Herewith31.2
    
    Certificate pursuant to Rule 13a-14(a)
of the Securities Exchange Act, as
amended, signed and dated by Dennis
Wu.
    
    
    
    
    
    
    
    
    
    
    
    P32.0
    
    Certificate pursuant to 18 U.S.C.
Section 1350, as adopted pursuant to
Section 906 of the Sarbanes-Oxley Act
of 2002, signed and dated by Thomas S.
Wu and Dennis Wu.
    
    
    
    
    
    
    
    
    
    
    
    P
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##### Table of Contents



SIGNATURES
  UCBH HOLDINGS, INC.Date:
May 10, 2006
    
    /s/ Thomas S. WuThomas S. WuChairman, President andChief Executive Officer(Principal Executive Officer)Date:
May 10, 2006
    
    /s/ Dennis WuDennis WuDirector, Executive Vice President andChief Financial Officer(Principal Financial and Accounting Officer)
 -55-